906107--2/26/2009--EQUITY

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{tax, income, asset}

{debt, indebtedness, cash}

{provision, law, control}

{financial, litigation, operation}

{loan, real, estate}

{regulation, change, law}

{acquisition, growth, future}

{investment, property, distribution}

{loss, insurance, financial}

{capital, credit, financial}

{cost, regulation, environmental}

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{personnel, key, retain}

{stock, price, operating}

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The following Risk Factors may contain defined terms that are different from those used in the other sections of this report. Unless otherwise indicated, when used in this section, the terms we and us refer to Equity Residential and its subsidiaries, including ERP Operating Limited Partnership. This Item 1A. includes forward-looking statements. You should refer to our discussion of the qualifications and limitations on forward-looking statements included in Item 7. Our Performance and Securities Value are Subject to Risks Associated with the Real Estate Industry We May Not Have Sufficient Cash Flows From Operations After Capital Expenditures to Cover Our Distributions We May Be Unable to Renew Leases or Relet Units as Leases Expire New Acquisitions and/or Development Projects May Fail to Perform as Expected and Competition for Acquisitions May Result in Increased Prices for Properties Because Real Estate Investments Are Illiquid, We May Not Be Able to Sell Properties When Appropriate Changes in Laws and Litigation Risk Could Affect Our Business Environmental Problems Are Possible and Can Be Costly Insurance Policy Deductibles and Exclusions Debt Financing, Preferred Shares and Preference Interests and Units Could Adversely Affect Our Performance Management s Discussion and Analysis of Financial Condition and Results of Operations Disruptions in the Financial Markets Could Adversely Affect Our Ability to Obtain Debt Financing and Impact our Acquisitions and Dispositions Non-Performance by Our Counterparties Could Adversely Affect Our Performance A Significant Downgrade in Our Credit Ratings Could Adversely Affect Our Performance Scheduled Debt Payments Could Adversely Affect Our Financial Condition Management s Discussion and Analysis of Financial Condition and Results of Operations Financial Covenants Could Adversely Affect the Company s Financial Condition Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing Rising Interest Rates Could Adversely Affect Cash Flow We Depend on Our Key Personnel Control and Influence by Significant Shareholders Could Be Exercised in a Manner Adverse to Other Shareholders Shareholders Ability to Effect Changes in Control of the Company is Limited Provisions of Our Declaration of Trust and Bylaws Could Inhibit Changes in Control We Have a Share Ownership Limit for REIT Tax Purposes Our Preferred Shares May Affect Changes in Control Inapplicability of Maryland Law Limiting Certain Changes in Control Our Success as a REIT Is Dependent on Compliance with Federal Income Tax Requirements Our Failure to Qualify as a REIT Would Have Serious Adverse Consequences to Our Security Holders We Could Be Disqualified as a REIT or Have to Pay Taxes if Our Merger Partners Did Not Qualify as REITs Compliance with REIT Distribution Requirements May Affect Our Financial Condition Distribution Requirements May Increase the Indebtedness of the Company Tax Elections Regarding Distributions May Impact Future Liquidity of the Company Taxation of Domestic Shareholders Subject to U.S. Tax Taxation of Domestic Tax-Exempt Shareholders Information Reporting Requirement and Backup Withholding

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906107--2/26/2009--EQUITY_RESIDENTIAL