UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
Commission File Number:
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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Securities registered pursuant to Section 12(b) of the Act:
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N/A |
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Securities registered pursuant to Section 12(g) of the Act:
None (Equity Residential)
Units of Limited Partnership Interest (ERP Operating Limited Partnership)
(Title of each class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Equity Residential
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ERP Operating Limited Partnership
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Equity Residential Yes
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ERP Operating Limited Partnership Yes
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Equity Residential
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ERP Operating Limited Partnership
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Equity Residential
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ERP Operating Limited Partnership
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Equity Residential: |
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Emerging growth company |
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ERP Operating Limited Partnership: |
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Large accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Equity Residential |
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ERP Operating Limited Partnership |
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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Equity Residential |
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ERP Operating Limited Partnership |
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
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Equity Residential |
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ERP Operating Limited Partnership |
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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Equity Residential |
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ERP Operating Limited Partnership |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Equity Residential Yes
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ERP Operating Limited Partnership Yes
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The aggregate market value of Common Shares held by non-affiliates of the Registrant was approximately $
The number of Common Shares of Beneficial Interest, $0.01 par value, outstanding on February 10, 2023 was
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DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference certain information that will be contained in Equity Residential’s Proxy Statement relating to its 2023 Annual Meeting of Shareholders, which Equity Residential intends to file no later than 120 days after the end of its fiscal year ended December 31, 2022, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K. Equity Residential is the general partner and 96.8% owner of ERP Operating Limited Partnership.
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EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2022 of Equity Residential and ERP Operating Limited Partnership. Unless stated otherwise or the context otherwise requires, references to “EQR” mean Equity Residential, a Maryland real estate investment trust (“REIT”), and references to “ERPOP” mean ERP Operating Limited Partnership, an Illinois limited partnership. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. The following chart illustrates the Company’s and the Operating Partnership’s corporate structure:
EQR is the general partner of, and as of December 31, 2022 owned an approximate 96.8% ownership interest in, ERPOP. The remaining 3.2% interest is owned by limited partners. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP’s day-to-day management. Management operates the Company and the Operating Partnership as one business. The management of EQR consists of the same members as the management of ERPOP.
The Company is structured as an umbrella partnership REIT (“UPREIT”) and EQR contributes all net proceeds from its various equity offerings to ERPOP. In return for those contributions, EQR receives a number of OP Units (see definition below) in ERPOP equal to the number of Common Shares it has issued in the equity offering. The Company may acquire properties in transactions that include the issuance of OP Units as consideration for the acquired properties. Such transactions may, in certain circumstances, enable the sellers to defer in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales. This is one of the reasons why the Company is structured in the manner shown above. Based on the terms of ERPOP’s partnership agreement, OP Units can be exchanged with Common Shares on a one-for-one basis because the Company maintains a one-for-one relationship between the OP Units of ERPOP issued to EQR and the outstanding Common Shares.
The Company believes that combining the reports on Form 10-K of EQR and ERPOP into this single report provides the following benefits:
3
The Company believes it is important to understand the few differences between EQR and ERPOP in the context of how EQR and ERPOP operate as a consolidated company. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR’s primary function is acting as the general partner of ERPOP. EQR also issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by EQR (which are contributed to the capital of ERPOP in exchange for additional partnership interests in ERPOP (“OP Units”) (on a one-for-one Common Share per OP Unit basis) or additional preference units in ERPOP (on a one-for-one preferred share per preference unit basis)), the Operating Partnership generates all remaining capital required by the Company’s business. These sources include the Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facility and/or commercial paper program, the issuance of secured and unsecured debt and partnership interests, and proceeds received from disposition of certain properties and joint venture interests.
Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in the Company’s financial statements. The noncontrolling interests in the Operating Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in the Company’s financial statements include the same noncontrolling interests at the Operating Partnership level and limited partner OP Unit holders of the Operating Partnership. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at the Company and Operating Partnership levels.
To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity’s debt, noncontrolling interests and shareholders’ equity or partners’ capital, as applicable; and a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity.
This report also includes separate Part II, Item 9A, Controls and Procedures , sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.
In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership.
As general partner with control of ERPOP, EQR consolidates ERPOP for financial reporting purposes, and EQR essentially has no assets or liabilities other than its investment in ERPOP. Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
4
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
TABLE OF CONTENTS
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PART I. |
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Item 1. |
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Item 1A. |
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Item 1B. |
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Item 2. |
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Item 3. |
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Item 4. |
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PART II. |
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Item 5. |
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Item 6. |
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Item 7. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A. |
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Item 8. |
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Item 9. |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III. |
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Item 10. |
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Item 11. |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Certain Relationships and Related Transactions, and Trustee Independence |
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PART IV. |
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Item 15. |
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Item 16. |
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EX-21 |
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EX-23.1 |
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EX-31.1 |
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EX 31.4 |
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EX-32.1 |
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EX-32.4 |
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EX-101 INSTANCE DOCUMENT |
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EX-101 SCHEMA DOCUMENT |
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EX-101 CALCULATION LINKBASE DOCUMENT |
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EX-101 LABELS LINKBASE DOCUMENT |
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EX-101 PRESENTATION LINKBASE DOCUMENT |
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EX-101 DEFINITION LINKBASE DOCUMENT |
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5
PART I
Item 1. Business
General
Equity Residential (“EQR”) is committed to creating communities where people thrive. The Company, a member of the S&P 500, is focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract affluent long-term renters. ERP Operating Limited Partnership (“ERPOP”) is focused on conducting the multifamily property business of EQR. EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.
EQR is the general partner of, and as of December 31, 2022 owned an approximate 96.8% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.
The Company’s corporate headquarters is located in Chicago, Illinois and the Company also operates regional property management offices in most of its markets.
Certain capitalized terms used herein are defined in the Notes to Consolidated Financial Statements. See also Note 17 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s segment disclosures.
Available Information
You may access our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statements and any amendments to any of those reports/statements we file with or furnish to the Securities and Exchange Commission (“SEC”) free of charge on our website, www.equityapartments.com. These reports/statements are made available on our website as soon as reasonably practicable after we file them with or furnish them to the SEC. The information contained on our website, including any information referred to in this report as being available on our website, is not a part of or incorporated into this report.
Business Objectives and Operating and Investing Strategies
Overview
The Company is one of the largest U.S. publicly-traded owners and operators of high quality rental apartment properties, with an established presence in Boston, New York, Washington, D.C., Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle, and an expanding presence in Denver, Atlanta, Dallas/Ft. Worth and Austin. We believe our markets are knowledge centers of the U.S. economy that draw talented workers and employers that drive economic growth in the United States. We believe the locations of our properties in these markets are attractive to these knowledge workers (who often choose to rent for lifestyle reasons) that we hope to convert into satisfied long-term residents.
Equity Residential is committed to creating communities where people thrive. We carry this, our corporate purpose, through our relationships with our customers, our employees, our shareholders and the communities in which we operate. It drives our commitments to sustainability, diversity and inclusion, the total wellbeing of our employees and being a responsible corporate citizen in the communities in which we operate.
We believe we have created an industry‐leading operating platform and balance sheet to run our properties. Our employees are focused on delivering remarkable customer service to our residents so they will stay with us longer, be willing to pay higher rent for a great experience and will tell others about how much they love living in an Equity Residential property. We utilize technology and other innovative methods of engagement with our residents to foster relationships and community, improve the resident experience and operate our business more efficiently. We pair that with disciplined balance sheet management that enhances returns and value creation while maintaining flexibility to take advantage of future opportunities. We believe that our stakeholders value stability, liquidity, predictability and accountability and that is the mission to which we remain unwaveringly committed.
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Despite geopolitical and economic uncertainties, demand to live in our apartment communities remains robust and we believe that the long-term prospects for our business remain strong. Our business benefits from a shortage in housing across the country, especially in the areas in which we are investing. Our well-located communities provide an exceptional experience for our residents around dynamic cities that we believe will continue to attract affluent long-term renters.
Investment Strategy
The Company’s long-term strategy is to invest in apartment communities located in strategically targeted markets with the goal of maximizing our risk-adjusted total returns and balancing current cash flow generation with long-term capital appreciation. We seek to meet this goal by investing in markets that are characterized by conditions favorable to multifamily property operations over the long-term. Our multi-pronged investment strategy featuring acquisitions, new stand-alone and expansion developments, densifying developments and accretive renovations of existing properties is focused on optimizing our portfolio in terms of quality and location. The markets we focus on generally feature one or more of the following characteristics that allow us to drive performance:
We believe our strategy capitalizes on the preference of renters of all ages to live in the locations where we operate which typically are near transportation (both public transit and convenient highway access), entertainment, employment centers/universities and cultural and outdoor amenities. Furthermore, we believe that demand for rental housing will continue to be driven primarily through household formations from the younger segments of our population, particularly Generation Z, while retaining Millennials for longer and to a lesser extent capturing the aging Baby Boomer generation.
The Company continues to allocate capital in order to optimize performance by balancing current cash flow growth with long-term capital appreciation. We have done so by adding expansion markets to our portfolio when those markets meet many of the same characteristics listed above. Expansion into these markets of Denver, Atlanta, Dallas/Ft. Worth and Austin includes investments in both urban and suburban properties and is generally being funded by reducing exposure in selective established markets. Development also plays an important role in our capital allocation. Development activity is focused on our in-house pipeline, our strategic partnership with Toll Brothers, Inc. (“Toll”) and joint ventures with other third-party developers in both established and expansion markets. The Company remains committed to development as a driver of external growth but acknowledges its incremental risk, particularly in higher inflationary cost environments, when evaluating it as a method of expansion.
7
Competition
All of the Company’s properties are located in developed areas with multiple housing choices, including other multifamily properties. The number of competitive housing choices or multifamily properties in a particular area could have a material effect on the Company’s ability to lease apartment units at its properties and on the rents charged. The Company may be competing with other housing providers that have greater resources than the Company and whose managers have more experience than the Company’s managers. In addition, other forms of rental properties and single-family housing provide housing alternatives to potential residents of multifamily properties. See Item 1A, Risk Factors , for additional information with respect to competition.
Operations and Innovation
We attempt to balance occupancy and rental rates to maximize our revenue while exercising tight cost control to generate the highest possible return to our shareholders. We focus on the resident experience and leveraging operating efficiency which we believe drives our success in renewing our residents. This focus has driven strong occupancy and a high percentage of residents renewing while achieving strong renewal rate growth.
Rapidly evolving technology continues to drive innovation in the rental industry. We have been and continue to be a leader in deploying and investing in property technology to serve our customers better and operate more efficiently. Having a history as a first mover in such important areas as online leasing, we are focused on technology that drives superior margins and improves customer experience. We use a standardized purchasing system to control our operating expenses and a business intelligence platform that allows all our team members to quickly identify and address issues and opportunities. Many of these initiatives allow us to interact with our customers in a safe, responsible and convenient manner, including self-guided tours, automated responses to customer inquiries and enhanced service and maintenance management. While we believe areas such as “smart home” technology and others will provide the foundation for current and future improvements to how we do business, we will continue to consider the cost and longevity of technology capital investments and their benefits.
Our Commitment to Environmental, Social and Governance (“ESG”)
At Equity Residential, we believe a focus on ESG is a key way to programmatically address stakeholder concerns as part of our corporate purpose. This needs to be a continuous endeavor, in which we invest in resilient properties that will stand the test of time and remain attractive to our customers and the community without negatively impacting the environment. We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities. Multifamily housing is one of the most environmentally-friendly uses of real estate, as each property provides homes for hundreds of families in a denser shared environment. We consider building locations based on walkability, accessibility, neighborhoods and parks. We also design our communities to support amenities such as fitness centers and we select locations near shops, restaurants, outdoor amenities such as bike/running paths and health clubs, enabling a low carbon footprint lifestyle for our residents to live, work and play.
Equity Residential’s sustainability program actively manages environmental impacts and climate-related risks and opportunities through optimized, financially responsible capital investments and technologies. We methodically focus on energy, water, waste and emissions to advance the program’s policies, targets and resilience outcomes. Together, we believe our program drives long-term asset value, responsibly manages risks and engages our communities, residents, employees and shareholders as part of our broader ESG strategy and commitment to good corporate citizenship and maximizing investment performance.
To further strengthen our commitments to ESG initiatives, we issued two sustainable fixed-income instruments (each a “green bond”) designed to support projects that contribute to environmental sustainability. In 2018, the Company became the first multifamily REIT ever to issue a green bond. In 2021, the Company issued a second green bond, and the net proceeds of approximately $494.2 million from this offering were fully allocated to the development of one property in Seattle certified as LEED Platinum, one property in Boston certified as LEED Gold and one property in Washington, D.C. certified as LEED Silver. In 2021, the Company began funding its $10.0 million investment in a new fund focused on early stage sustainability and climate change mitigation technology relevant to the built environment.
We are also intensely focused on the “Social” and “Governance” aspects of ESG. As detailed below, we have a commitment to our employees’ engagement, diversity and inclusion and wellness that is the foundation of our corporate purpose. We also recognize that a successful company must incorporate the best corporate governance practices in order to better serve its stakeholders.
Executive compensation includes an ESG goal and our Board of Trustees, primarily through its Compensation Committee, takes an active role in overseeing our efforts in this regard. For additional information regarding our ESG efforts, see our 2022 Environmental, Social and Governance Report at our website, www.equityapartments.com. This report, which includes Sustainability Accounting Standards Board disclosures and incorporates recommendations from the Task Force on Climate-related Financial Disclosures, was
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reviewed and approved by the Corporate Governance Committee of our Board of Trustees, which monitors the Company’s ongoing ESG efforts. We continue to enhance our ESG disclosure efforts, including by obtaining third-party assurance covering certain of the results outlined in the above report. Furthermore, our annual proxy statements contain additional information on our ESG efforts, including detailed information regarding our corporate governance practices. Such annual proxy statements and the information contained therein are not part of nor incorporated into this report, except as otherwise provided herein.
Human Capital
At Equity Residential, our team of approximately 2,400 employees is the driving force behind our success. We believe that our richly diverse work environment captures top talent, cultivates the best ideas and creates the widest possible platform for this success in line with our corporate purpose of “ Creating communities where people thrive”. Our core principles, affectionately named “ Ten Ways to Be a Winner” , guide our behavior as individuals and collectively as a team, helping us in our goal to deliver market-leading performance. As part of our Ten Ways to Be a Winner, we encourage our team members to raise questions, take educated risks, offer new ideas and help us make the right decisions. One way we live the “Ten Ways” is by enriching our culture through our core “Equity Values," which include Diversity & Inclusion, Social Responsibility, Sustainability and Total Wellbeing. We have assembled a cross-functional employee-led Equity Values Council to lead our efforts on these values by acting as change agents to drive initiatives, create goals and awareness, and encourage colleagues to participate in community service activities and wellness initiatives.
Diversity and Inclusion
Pay Equity
9
Employee Engagement
Training and Development
Health, Safety and Wellness
Regulatory Considerations
See Item 1A, Risk Factors , for information concerning the potential effects of governmental regulations, including environmental regulations, on our operations.
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Item 1A. Ri sk Factors
General
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, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The occurrence of the events discussed in the following risk factors could adversely affect, possibly in a material manner, our business, financial condition or results of operations, which could affect the value of our common shares of beneficial interest or preferred shares of beneficial interest (which we refer to collectively as “Shares”), Preference Units, OP Units, restricted units and our public unsecured debt. In this section, we refer to the Shares, Preference Units, OP Units, restricted units and public unsecured debt together as our “securities” and the investors who own such securities as our “security holders.”
Risks Related to our Business Strategy
Investing in real estate is inherently subject to risks that could negatively impact our business.
Investing in real estate is subject to varying degrees and types of risk. While we seek to mitigate these risks through various strategies, including geographic diversification, market research and proactive asset management, among other techniques, these risks cannot be eliminated. Factors that may impact cash flows and real estate values include, but are not limited to:
The geographic concentration of our properties could have an adverse effect on our operations.
While the Company continues to diversify its portfolio with the addition of the expansion markets, the Company’s properties are still predominantly concentrated in our established coastal markets (generally within certain dense urban and suburban submarkets). If one or more of these markets is unfavorably impacted by specific geopolitical and/or economic conditions, local real estate conditions, increases in social unrest, increases in real estate and other taxes, reduced quality of life, deterioration of local or state government health, rent control or stabilization laws or localized environmental and climate issues, the impact of such conditions may have a more negative impact on our results of operations than if our properties were more geographically diverse. Additionally, to the extent that these markets or submarkets become less desirable to operate in, including changes in multifamily housing supply and demand, our results of operations could be more negatively impacted than if we were more diversified within our markets or invested in a greater number of markets.
Competition for housing may negatively affect operations and demand for the Company’s properties or residents.
Our properties face competition for residents from other existing or new multifamily properties, condominiums, single family homes and other living arrangements, whether owned or rental, that may attract residents from our properties or prospective residents that would otherwise choose to live with us. As a result, we may not be able to renew existing resident leases or enter into new resident leases, or if we are able to renew or enter into new leases, they may be at rates or terms that are less favorable than our current rates or terms, resulting in a material impact on our results of operations.
Additionally, our properties face competition for residents as a result of technological innovation. Therefore, we may not be able to retain residents or attract new residents if we are unable to identify and cost effectively implement new, relevant technologies and keep up with constantly changing resident demand for the latest innovations.
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The short-term nature of apartment leases exposes us more quickly to the effects of declining market rents, potentially making our results of operations and cash flows more volatile.
Generally, our residential apartment leases are for twelve months or less. If the terms of the renewal or releasing are less favorable than current terms, then the Company’s results of operations and financial condition could be negatively affected. Given our generally shorter-term lease structure, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms. In addition, operating expenses associated with each property, such as real estate taxes, insurance, utilities, maintenance costs and employee wages and benefits, may not decline as quickly or at the same rate as revenues when circumstances might cause a reduction of those revenues at our properties.
Because real estate investments are illiquid, we may not be able to sell properties when appropriate.
Real estate investments often cannot be sold quickly due to regulatory constraints, market conditions or otherwise. As a result, we may not be able to reconfigure our portfolio, including the diversification of our portfolio into the expansion markets, as promptly as desired or as quickly in response to changing economic or other conditions. We may also be unable to consummate dispositions in a timely manner, on attractive terms, or at all. The capitalization rates/disposition yields at which properties may be sold could also be higher than historic rates, thereby reducing our potential proceeds from sale. In some cases, we may also determine that we will not recover the carrying amount of the property upon disposition, potentially causing an impairment charge. This inability to reallocate our capital promptly could negatively affect our financial condition, including our ability to make distributions to our security holders.
Competition for acquisitions may prevent us from acquiring properties on favorable terms.
We may not be successful in pursuing acquisition and development opportunities. We expect that other real estate investors will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms.
Operations from new acquisitions, development projects and renovations may fail to perform as expected.
We intend to actively acquire, develop and renovate multifamily operating properties as part of our business strategy. Newly acquired, developed or renovated properties may not perform as we expect. We may overestimate the revenue (or underestimate the expenses) that these new or repositioned properties may generate. The occupancy and rental rates at these properties may also fail to meet our expectations for these investments. We may also underestimate the costs necessary to operate an acquired or developed property to the standards established for its intended market position. Land parcels acquired for development may lose significant value prior to the start of construction. Development and renovations are subject to even greater uncertainties and risks due to the complexities and lead time to build or complete these projects. We may also underestimate the costs to complete a development property or to complete a renovation.
Additionally, we have and may in the future acquire large portfolios of properties or companies that could increase our size and result in alterations to our capital structure. We may be unable to integrate the operations of newly acquired large portfolios or companies and realize the anticipated synergies and other benefits or do so within the anticipated time frame.
Construction risks on our development projects could affect our profitability.
We intend to continue to develop multifamily properties through both wholly owned and joint venture arrangements as part of our business strategy. Development often includes long planning and entitlement timelines, subjecting the projects to changes in market conditions. It can involve complex and costly activities, including significant environmental remediation or construction work in our markets. We may also experience an increase in costs due to general disruptions that affect the cost of labor and/or materials, such as supply chain disruptions, trade disputes, tariffs, labor unrest, geopolitical conflicts or other factors that create inflationary pressures. We may abandon opportunities that we have already begun to explore for a number of reasons, and as a result, we may fail to recover expenses already incurred in exploring those opportunities. We may also be unable to obtain, or experience delays in obtaining, necessary zoning, occupancy, or other required governmental or third-party permits and authorizations. These and other risks inherent in development projects, including the joint venture risks noted below, could result in increased costs or the delay or abandonment of opportunities.
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We are subject to risks involved in real estate activity through joint ventures.
We currently, and may continue to in the future, develop and acquire properties in joint ventures with unrelated third parties. Joint ventures create risks including the following:
At times we have entered into agreements providing for joint and several liability with our partners. We also have in the past and could choose in the future to guarantee part of or all of certain joint venture debt. We and our respective joint venture partners may each have the right to trigger a buy-sell arrangement that could cause us to sell our interest, or acquire our partner's interest, at a time or price that is unfavorable to us. Each joint venture agreement is individually negotiated and our ability to operate, finance or dispose of properties and interests in such joint ventures in our sole discretion may be limited to varying degrees depending on the terms of the applicable joint venture agreement. To the extent we have commitments to, on behalf of or are dependent on any such off-balance sheet commitments, or if those commitments or their properties or leases are subject to material contingencies, our liquidity and financial condition could be adversely affected.
In some instances, our joint venture partners may also have competing interests or objectives that could create conflicts of interest similar to those noted above. These objectives may be contrary to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with those requirements. To the extent our partners do not meet their obligations to us or our joint ventures, or they take actions inconsistent with the interests of the joint venture, it could have a negative effect on our results of operations and financial condition, including distributions to our security holders.
The Company’s real estate assets may be subject to impairment charges.
A decline in the fair value of our assets may require us to recognize an impairment against our assets under accounting principles generally accepted in the United States (“GAAP”) if we were to determine that, with respect to any assets in unrealized loss positions, we do not have the ability and intent to hold such assets for a period of time sufficient to allow for recovery of the depreciated cost of such assets. If such a determination were to be made, we would recognize unrealized losses through earnings and write-down the depreciated cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be impaired. Such impairment charges reflect non-cash losses at the time of recognition; subsequent disposition or sale of such assets could further affect our future losses or gains, as they are based on the difference between the sale price received and adjusted amortized cost of such assets at the time of sale. If we are required to recognize material asset impairment charges, these charges could adversely affect our financial condition and results of operations.
Corporate social responsibility, specifically related to ESG, may impose additional costs and expose us to new risks.
Environmental sustainability, social and governance evaluations remain highly important to some investors and other stakeholders. Certain organizations that provide corporate governance and other corporate risk advisory services to investors have developed scores and ratings to evaluate companies and investment funds based upon ESG metrics. Many investors focus on positive ESG-related business practices and scores when choosing to allocate their capital and may consider a company's score as a reputational or other factor in making an investment decision. Government regulators' and investors' increased focus and activism related to ESG and similar matters may constrain our business operations or increase expenses or capital expenditures. In addition, investors may decide to refrain from investing in us as a result of their assessment of our approach to and consideration of ESG factors. We may face reputational damage in the event our corporate responsibility procedures or standards do not meet the standards set by various constituencies. In addition, the criteria by which companies are rated for ESG efforts may change, which could cause us to receive lower scores than in previous years. A low ESG score could result in a negative perception of the Company, exclusion of our securities from consideration by certain investors who may elect to invest with our competition instead and/or cause investors to reallocate their capital away from the Company, all of which could have an adverse impact on the price of our securities.
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Our various technology-related initiatives to improve our operating margins and customer experience may fail to perform as expected.
We have developed and may continue to develop initiatives that are intended to serve our customers better and operate more efficiently, including “smart home” technology and self-service options that are accessible to residents through smart devices or otherwise. Such initiatives have involved and may involve our employees having new or different responsibilities and processes. We may incur significant costs and divert resources in connection with such initiatives, and these initiatives may not perform as expected, which could adversely affect our business, results of operations, cash flows and financial condition.
Risks Related to our Financing Strategy and Capital Structure
Disruptions in the financial markets could hinder our ability to obtain debt and equity financing and impact our acquisitions and dispositions.
Dislocations and disruptions in capital markets could result in increased costs or lack of availability of debt financing (including under our commercial paper program) and equity financing. Such events may affect our ability to refinance existing debt, require us to utilize higher cost alternatives and/or impair our ability to adjust to changing economic and business conditions. Capital market disruptions have and could continue to negatively impact our ability to make acquisitions or make it more difficult or not possible for us to sell properties or may unfavorably affect the price we receive for properties that we do sell. Such disruptions could cause the price of our securities to decline.
Changes in market conditions and volatility of share prices could decrease the market price of our Common Shares.
The stock markets, including the New York Stock Exchange on which we list our Common Shares, have experienced significant price and volume fluctuations over time, including in recent years. As a result, the market price of our Common Shares has been and could continue to be similarly volatile. Investors in our Common Shares consequently may experience a decrease in the value of their shares, including decreases due to this volatility and not necessarily related to our operating performance or prospects. Additionally, the market price of our Common Shares may decline or fluctuate significantly in response to the sale of substantial amounts of our Common Shares, or the anticipation of the sale of such shares, by large holders of our securities, as well as our inclusion or exclusion from stock indices. The issuance of additional Common Shares by the Company, or the perception that such issuances might occur, could also cause significant volatility and decreases in the value of our shares.
Our financial counterparties may not perform their obligations.
Disruptions in financial and credit markets or other events could impair the ability of our counterparties to perform under their contractual obligations to us. There are multiple financial institutions that are individually committed to provide borrowings under our revolving credit facility and to pay us amounts due under various interest rate derivative agreements. Should any of these institutions fail to perform their obligations when contractually required, our financial condition could be adversely affected.
Rising interest rates can increase costs and impact the value of the Company’s assets.
The Company is exposed to market risk from financial instruments primarily from changes in market interest rates. Such risks derive from the refinancing of debt at or prior to maturity, from exposure to interest rate fluctuations on floating rate debt and from derivative instruments utilized to swap fixed rate debt to floating rates or to hedge rates in anticipation of future debt issuances. Rising interest rates increased and may continue to increase our interest expense and the costs of refinancing existing debt. Higher interest rates also increased and could continue to increase capitalization rates, which may lead to reduced valuations of the Company’s assets.
Insufficient cash flow could affect our ability to service existing debt and create refinancing risk.
We are subject to risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments. We may not be able to refinance existing debt and if we can, the terms of such refinancing may be less favorable than the terms of existing indebtedness. Our inability to refinance, extend or repay debt with proceeds from other capital market transactions would negatively impact our financial condition. If the debt is secured, the mortgage holder may also foreclose on the property.
A significant downgrade in our credit ratings could adversely affect our performance.
A significant downgrade in our credit ratings, while not affecting our ability to draw proceeds under the Company’s revolving credit facility, would cause the corresponding borrowing costs to increase, impact our ability to borrow secured and unsecured debt, and
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potentially impair our ability to access the commercial paper market or otherwise limit our access to capital. In addition, a downgrade below investment grade would likely cause us to lose access to the commercial paper markets and would require us to post cash collateral and/or letters of credit in favor of some of our secured lenders to cover our self-insured property and liability insurance deductibles or to obtain lower deductible insurance compliant with the lenders’ requirements at the lower ratings level.
Financial covenants could limit operational flexibility and affect our overall financial position.
The terms of our credit agreements, including our revolving credit facility and the indentures under which a substantial portion of our unsecured debt was issued, require us to comply with a number of financial covenants. These covenants may limit our flexibility to run our business and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness and trigger a cross default of other debt.
Some of our properties are financed with tax-exempt bonds or otherwise contain restrictive covenants or deed restrictions, including affordability requirements, which limit income from certain properties. The Company monitors compliance with the restrictive covenants and deed restrictions that affect these properties. While we generally believe that the interest rate benefit from financing properties with tax-exempt bonds more than outweighs any loss of income due to restrictive covenants or deed restrictions, this may not always be the case. Some of these requirements are complex, and our failure to comply with them may subject us to material fines or liabilities.
We may change the dividend policy for our securities in the future.
The decision to declare and pay dividends on our securities, as well as the timing, amount and composition of any such future dividends, is at the discretion of the Board of Trustees and will depend on actual and projected financial conditions, the Company’s actual and projected liquidity and operating results, the Company’s projected cash needs for capital expenditures and other investment activities and such other factors as the Company’s Board of Trustees deems relevant. The Board of Trustees may modify our dividend policy from time to time and any change in our dividend policy could negatively impact the market price of our securities.
Issuances or sales of our Common Shares or Units may be dilutive.
Any additional issuance of Common Shares (including those issued under our At-The-Market ("ATM") program) or Units would reduce the percentage of our Common Shares and Units owned by existing investors. In most circumstances, shareholders and unitholders will not be entitled to vote on whether or not we issue additional Common Shares or Units. In addition, depending on the terms and pricing of additional offerings of our Common Shares or Units along with the value of our properties, our shareholders and unitholders could experience dilution in both the book value and fair value of their Common Shares or Units, as well as dilution in our actual and expected earnings per share, funds from operations (“FFO”) per share and Normalized FFO per share.
Regulatory and Tax Risks
The adoption of, or changes in, rent control or rent stabilization regulations and eviction restrictions could have an adverse effect on our operations and property values.
In part due to increasing pressure from advocacy groups, a growing number of state and local governments have enacted and may continue to consider enacting and/or expanding rent control, rent stabilization, eviction moratoriums or other similar regulations. In addition, the federal government has recently considered imposing rent regulations on multifamily properties secured by government-sponsored debt. These regulations limit or could continue to limit our ability to raise rents or charge certain fees (either of which could have a retroactive effect), enforce residents’ or tenants’ contractual rent obligations or pursue collections, all of which could have an adverse impact on our operations and property values.
Compliance or failure to comply with regulatory requirements could result in substantial costs.
Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements, building and zoning codes, environmental and other ESG regulations, and federal, state and local accessibility requirements, including and in addition to those imposed by the Americans with Disabilities Act and the Fair Housing Act. Noncompliance could result in fines, subject us to lawsuits and require us to remediate or repair the noncompliance. Existing requirements could change and compliance with future requirements may require significant unanticipated expenditures that could adversely affect our financial condition or results of operations.
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Environmental problems are possible and can be costly.
Federal, state and local laws and regulations relating to the protection of the environment may require current or previous owners or operators of real estate to investigate and clean up hazardous or toxic substances at such properties. The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. Third parties may also sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site. We cannot be assured that existing environmental assessments of our properties reveal all environmental liabilities, that any prior owner of any of our properties did not create a material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any of our properties.
Changes in U.S. accounting standards may materially and adversely affect the reporting of our operations.
The Company follows GAAP, which is established by the Financial Accounting Standards Board (“FASB”), an independent body whose standards are recognized by the Securities and Exchange Commission (“SEC”) as authoritative for publicly held companies. The FASB and the SEC create and interpret accounting standards and may issue new accounting pronouncements or change the interpretation and application of these standards that govern the preparation of our financial statements. These changes could have a material impact on our reported consolidated results of operations and financial position.
Any weaknesses identified in our internal control over financial reporting could result in a decrease of our share price.
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal control over financial reporting. If we identify one or more material weaknesses in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which in turn could have a negative impact on our share price.
Our failure to qualify as a REIT would have serious adverse consequences to our security holders.
We plan to continue to meet the requirements for taxation as a REIT. Many of these requirements, for which there is limited judicial and administrative interpretation, however, are highly technical and complex. Therefore, we cannot guarantee that we have qualified or will qualify as a REIT in the future. The determination that we are a REIT requires an analysis of various factual matters that may not be totally within our control. To qualify as a REIT, our assets must be substantially comprised of real estate assets as defined in the Internal Revenue Code of 1986, as amended (the “Code”), and related guidance and our gross income must generally come from rental and other real estate or passive related sources that are itemized in the REIT tax laws. We are also required to distribute to security holders at least 90% of our REIT taxable income excluding net capital gains.
If we fail to qualify as a REIT, we would be subject to U.S. federal income tax at regular corporate rates and would have to pay significant income taxes unless the Internal Revenue Service (“IRS”) granted us relief under certain statutory provisions. In addition, we would remain disqualified from taxation as a REIT for four years following the year in which we failed to qualify as a REIT. We would therefore have less money available for investments or for distributions to security holders and would no longer be required to make distributions to security holders. This would likely have a significant negative impact on the value of our securities.
In addition, certain of our subsidiary entities have elected to be taxed as REITs. As such, each must separately satisfy all of the requirements to qualify for REIT status. If a subsidiary REIT did not satisfy such requirements, and certain relief provisions did not apply, it would be taxed as a regular corporation and its income would be subject to U.S. federal income taxation. Failure to comply with these complex REIT rules at the subsidiary REIT level can have a material and detrimental impact to EQR’s REIT status.
Gain on disposition of assets held for sale in the ordinary course of business is subject to 100% tax.
Any gain resulting from transfers of properties we hold as inventory or primarily for sale to customers in the ordinary course of business is treated as income from a prohibited transaction subject to a 100% penalty tax unless certain safe harbor exceptions set forth in the Code apply. We do not believe that our transfers or disposals of property are prohibited transactions. However, whether property is held for investment purposes is a question that depends on all the facts and circumstances surrounding the particular transaction. The IRS may contend that certain transfers or dispositions of properties by us or contributions of properties are prohibited transactions. While we believe the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction. In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT.
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We may be subject to legislative or regulatory tax changes that could negatively impact our financial condition.
At any time, U.S. federal income tax laws governing REITs or impacting real estate or the administrative interpretations of those laws may be enacted or amended. We cannot predict if or when any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, IRS and U.S. Department of Treasury regulations or other administrative guidance, will be adopted or become effective and any such law, regulation or interpretation may take effect retroactively. The Company and our shareholders could be negatively impacted by any such change in, or any new, U.S. federal income tax law, regulations or administrative guidance.
Distribution requirements may limit our flexibility to manage our portfolio.
In order to maintain qualification as a REIT under the Code, a REIT must annually distribute to its shareholders at least 90% of its REIT taxable income, excluding the dividends paid deduction and net capital gains. To the extent the REIT does not distribute all of its net capital gain, or distributes at least 90%, but less than 100% of its REIT taxable income, it will be required to pay regular U.S. federal income tax on the undistributed amount at corporate rates. In addition, we will be subject to a 4% nondeductible excise tax on amounts, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our net capital gains and 100% of our undistributed income from prior years. We may not have sufficient cash or other liquid assets to meet the 90% distribution requirement. We may be required from time to time, under certain circumstances, to accrue as income for tax purposes interest and rent earned but not yet received. We may incur a reduction in tax depreciation without a reduction in capital expenditures. Difficulties in meeting the 90% distribution requirement might arise due to competing demands for our funds or due to timing differences between tax reporting and cash distributions, because deductions may be disallowed, income may be reported before cash is received, expenses may have to be paid before a deduction is allowed or because the IRS may make a determination that adjusts reported income. In addition, gain from the sale of property may exceed the amount of cash received on a leverage-neutral basis. A substantial increase to our taxable income may reduce the flexibility of the Company to manage its portfolio through dispositions of properties other than through tax deferred transactions, such as Section 1031 exchanges, or cause the Company to borrow funds or liquidate investments on unfavorable terms in order to meet these distribution requirements. If we do not dispose of our properties through tax deferred transactions, we may be required to distribute the gain proceeds to shareholders or pay income tax. If we fail to satisfy the 90% distribution requirement and are unable to cure the deficiency, we would cease to be taxed as a REIT, resulting in substantial tax-related liabilities.
We have a share ownership limit for REIT tax purposes.
To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any year. To facilitate maintenance of our REIT qualification, our Declaration of Trust, subject to certain exceptions, prohibits ownership by any single shareholder of more than five percent of the lesser of the number or value of any outstanding class of common or preferred shares (the “Ownership Limit”). Absent an exemption or waiver granted by our Board of Trustees, securities acquired or held in violation of the Ownership Limit will be transferred to a trust for the exclusive benefit of a designated charitable beneficiary, and the security holder’s rights to distributions and to vote would terminate. A transfer of Shares may automatically be deemed void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control and, therefore, could affect our security holders’ ability to realize a premium over the then-prevailing market price for their Shares. To reduce the ability of the Board to use the Ownership Limit as an anti-takeover device, the Company’s Ownership Limit requires, rather than permits, the Board to grant a waiver of the Ownership Limit if the individual seeking a waiver demonstrates that such ownership would not jeopardize the Company’s status as a REIT.
Tax elections regarding distributions may impact future liquidity of the Company or our shareholders.
Under certain circumstances we have made and/or may consider making in the future, a tax election to treat certain distributions to shareholders made after the close of a taxable year as having been distributed during such closed taxable year. This election, which is provided for in the Code, may allow us to avoid increasing our dividends or paying additional income taxes in the current year. However, this could result in a constraint on our ability to decrease our dividends in future years without creating risk of either violating the REIT distribution requirements or generating additional income tax liability. In addition, the Company may be required to pay interest to the IRS based on such a distribution.
In order to retain liquidity and continue to satisfy the REIT distribution requirements, the Company could issue shares rather than pay a dividend entirely in cash to shareholders. The IRS has published several rulings which have allowed REITs to offer shareholders the choice between shares or cash as a form of payment of a dividend (an “elective stock dividend”). However, REITs are generally required to structure the cash component to be no less than 20% of the total dividend paid. Therefore, it is possible that the total tax burden to shareholders resulting from an elective stock dividend may exceed the amount of cash received by the shareholder.
Inapplicability of Maryland law limiting certain changes in control.
Certain provisions of Maryland law applicable to REITs prohibit “business combinations” (including certain issuances of equity securities) with any person who beneficially owns ten percent or more of the voting power of outstanding securities, or with an affiliate
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who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the Company’s outstanding voting securities (an “Interested Shareholder”), or with an affiliate of an Interested Shareholder. These prohibitions last for five years after the most recent date on which the Interested Shareholder became an Interested Shareholder. After the five-year period, a business combination with an Interested Shareholder must be approved by two super-majority shareholder votes unless, among other conditions, holders of common shares receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Shareholder for its common shares. As permitted by Maryland law, however, the Board of Trustees of the Company has opted out of these restrictions with respect to any business combination involving Samuel Zell and certain of his affiliates and persons acting in concert with them. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to a business combination involving us and/or any of them. Such business combinations may not be in the best interest of our security holders.
General Risk Factors
Risk of Pandemics or Other Health Crises.
Pandemics, epidemics or other health crises, including the novel coronavirus (“COVID-19”), have and could in the future disrupt our business. Both global and locally targeted health events could materially affect areas where our properties, corporate/regional offices or major service providers are located. These events have and could in the future have an adverse effect on our business, results of operations, financial condition and liquidity in a number of ways, including, but not limited to:
To the extent a pandemic, epidemic or other health crisis adversely affects our business, results of operations, cash flows and financial condition, it may also continue to heighten many of the other risks described elsewhere in this Item 1A, Risk Factors .
Significant inflation could negatively impact our business.
Substantial inflationary pressures can adversely affect us by increasing the costs of land, materials, labor and other costs needed to operate our business. In a highly inflationary environment, we may not be able to raise rental rates at or above the rate of inflation, which could reduce our profit margins. If we are unable to increase our rental prices to offset the effects of inflation, our business, results of operations, cash flows and financial condition could be adversely affected. In addition, interest rate increases enacted to combat inflation have caused market disruption and could continue to prevent us from acquiring or disposing of assets on favorable terms.
The occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our reputation and business relationships, all of which could negatively impact our financial results.
A cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt payment collections and operations, corrupt data or steal confidential information, including information regarding our residents, prospective residents, employees and employees’ dependents.
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Despite system redundancy, the implementation of security measures, required employee awareness training and the existence of a disaster recovery plan for our internal information technology systems, our systems and systems maintained by third-party vendors with which we do business are vulnerable to damage from any number of sources. We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to emails, phishing attempts, ransomware or other scams, persons inside our organization or persons/vendors with access to our systems and other significant disruptions of our information technology networks and related systems, including property infrastructure. These risks have increased due to increased reliance on remote working and other electronic interactions with our current and prospective residents. Our information technology networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations. Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
We may periodically collect and store personally identifiable information of our residents and prospective residents in connection with our leasing activities, and we may collect and store personally identifiable information of our employees and their dependents. In addition, we often engage third-party service providers that may have access to such personally identifiable information in connection with providing necessary information technology, security and other business services to us. The systems of these third-party service providers may contain defects in design or other problems that could unexpectedly compromise personally identifiable information. Although we make efforts to maintain the security and integrity of our information technology networks and those of our third-party providers and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.
We address potential breaches or disclosure of this confidential personally identifiable information by implementing a variety of security measures intended to protect the confidentiality and security of this information including (among others): (a) engaging reputable, recognized firms to help us design and maintain our information technology and data security systems; (b) conducting periodic testing and verification of information and data security systems, including performing ethical hacks of our systems to discover where any vulnerabilities may exist; (c) providing periodic employee awareness training around phishing and other scams, malware and other cyber risks; (d) implementing a corrective cybersecurity awareness policy that impacts an employee’s performance and compensation to articulate the potential implications of failed phishing tests; and (e) systematically deleting personally identifiable information that no longer is required. The Company also has a cyber liability insurance policy to provide some coverage for certain risks arising out of data and network breaches and data privacy regulations which provides a policy aggregate limit and a per occurrence deductible. Cyber liability insurance generally covers, among other things, costs associated with the wrongful release, through inadvertent breach or network attack, of personally identifiable information. However, there can be no assurance that these measures will prevent a cyber incident or that our cyber liability insurance coverage will be sufficient to cover our losses in the event of a cyber incident.
A breach or significant and extended disruption in the function of our systems, including our primary website, could damage our reputation and cause us to lose residents and revenues, result in a violation of applicable privacy and other laws, generate third-party claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personally identifiable and confidential information and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues. We may not be able to recover these expenses in whole or in any part from our service providers, our insurers or any other responsible parties. As a result, there can be no assurance that our financial results would not be negatively impacted.
We are also subject to laws, rules, and regulations in the United States, such as the California Consumer Privacy Act (“CCPA”), relating to the collection, use, and security of resident, customer, employee and other data. Evolving compliance and operational requirements under the CCPA and the privacy laws of other jurisdictions in which we operate may impose significant costs that are likely to increase over time. Our failure to comply with laws, rules, and regulations related to privacy and data protection could harm our business or reputation or subject us to fines and penalties.
Our business and operations rely on specialized information technology systems, the failure of or inadequacy of which could impact our business.
Our ability to identify, implement and maintain appropriate information technology systems differentiates and creates competitive advantages for us in the operations of our business. These systems often are developed and hosted by third-party vendors whom we rely upon for ongoing maintenance, upgrades and enhancements. While we maintain a rigorous process around selecting appropriate information technology systems and partnering with vendors, our failure to adequately do so could negatively impact our operations and competitive position.
19
We depend on our key personnel.
We depend on the efforts of our trustees and executive officers. If one or more of them resign or otherwise cease to be employed by us, our business and results of operations and financial condition could be adversely affected.
Litigation risk could affect our business.
We are involved and may continue to be involved in legal proceedings, claims, class actions, inquiries and investigations in the ordinary course of business. These legal proceedings may include, but are not limited to, proceedings related to consumer, shareholder, securities, antitrust, employment, environmental, development, condominium conversion, tort, eviction and commercial legal issues. Litigation can be lengthy and expensive, and it can divert management's attention and resources. Results cannot be predicted with certainty, and an unfavorable outcome in litigation could result in liability material to our financial condition or results of operations.
Insurance policies can be costly and may not cover all losses, which may adversely affect our financial condition or results of operations.
The Company’s property, general liability and workers compensation insurance policies provide coverage with substantial per occurrence deductibles and/or self-insured retentions. These self-insurance retentions can be a material portion of insurance losses in excess of the base deductibles. While the Company has previously purchased incremental insurance coverage in the event of multiple non-catastrophic occurrences within the same policy year, these substantial deductible and self-insured retention amounts do expose the Company to greater potential for uninsured losses and this additional multiple occurrences coverage may not be available at all or on commercially reasonable terms in the future. We believe the policy specifications and insured limits of these policies are adequate and appropriate; however, there are certain types of extraordinary losses which may not be adequately covered under our insurance program. As a result, our financial results could be adversely affected and may vary significantly from period to period.
The Company relies on third-party insurance providers for its property, general liability, workers compensation and other insurance, and should any of them experience liquidity issues or other financial distress, it could negatively impact their ability to pay claims under the Company’s policies.
Earthquake risk: Our policies insuring against earthquake losses have substantial deductibles which are applied to the values of the buildings involved in the loss. With the geographic concentration of our properties, a single earthquake affecting a market may have a significant negative effect on our financial condition and results of operations. We cannot assure that an earthquake would not cause damage or losses greater than insured levels. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property or market, as well as anticipated future revenue.
Terrorism risk: The Company has terrorism insurance coverage which excludes losses from nuclear, biological and chemical attacks. In the event of a terrorist attack impacting one or more of our properties, we could lose the revenues from the property, our capital investment in the property and possibly face liability claims from residents or others suffering injuries or losses.
Catastrophic weather and natural disaster risk: Our properties may be located in areas that could experience catastrophic weather and other natural disasters from time to time, including wildfires, snow or ice storms, hail, windstorms or hurricanes, drought, flooding or other severe disasters. These severe weather and natural disasters could cause substantial damages or losses to our properties which may not be covered or could exceed our insurance coverage. Exposure to this risk could also result in a decrease in demand for properties located in these areas or affected by these conditions.
Climate change risk: To the extent that significant changes in the climate occur in areas where our properties are located, we may experience severe weather, which may result in physical damage to or decrease the demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material in nature, significant property damage or destruction of our properties could result. In addition, climate change could cause a significant increase in insurance premiums and deductibles or a decrease in the availability of coverage, either of which could expose the Company to even greater uninsured losses. Our financial condition or results of operations may be adversely affected. In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could adversely impact the value of our properties or result in increased capital expenditures or operating expenses on our existing properties and our new development properties.
Provisions of our Declaration of Trust and Bylaws could inhibit changes in control.
Certain provisions of our Declaration of Trust and Bylaws may delay or prevent a change in control of the Company or other transactions that could provide the security holders with a premium over the then-prevailing market price of their securities or which might otherwise be in the best interest of our security holders. This includes the Ownership Limit described above. While our existing preferred shares/preference units do not have all of these provisions, any future series of preferred shares/preference units may have certain voting provisions that could delay or prevent a change in control or other transactions that might otherwise be in the interest of
20
our security holders. Our Bylaws require certain information to be provided by any security holder, or persons acting in concert with such security holder, who proposes business or a nominee at an annual meeting of shareholders, including disclosure of information related to hedging activities and investment strategies with respect to our securities. These requirements could delay or prevent a change in control or other transactions that might otherwise be in the interest of our security holders. The Board of Trustees may use its powers to issue preferred shares and to set the terms of such securities to delay or prevent a change in control of the Company even if a change in control were in the interest of the security holders.
Item 1B. Unresolve d Staff Comments
None.
Item 2. P roperties
As of December 31, 2022, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 308 properties located in 10 states and the District of Columbia consisting of 79,597 apartment units. See Item 1, Business , for additional information regarding the Company’s properties and the markets/metro areas upon which we are focused. The Company’s properties are summarized by building type in the following table:
|
Type |
|
Properties |
|
|
Apartment Units |
|
|
Average
|
|
|||
|
Garden |
|
|
96 |
|
|
|
24,449 |
|
|
|
255 |
|
|
Mid/High-Rise |
|
|
212 |
|
|
|
55,148 |
|
|
|
260 |
|
|
|
|
|
308 |
|
|
|
79,597 |
|
|
|
258 |
|
Garden is generally defined as properties with two and/or three story buildings while mid/high-rise is generally defined as properties with greater than three story buildings. These two property types typically provide residents with amenities, such as rooftop decks and swimming pools, fitness centers and community rooms. In addition, many of our urban properties have non-residential components, such as parking garages and/or retail spaces.
The Company’s properties are summarized by ownership type in the following table:
|
|
|
Properties |
|
|
Apartment Units |
|
||
|
Wholly Owned Properties |
|
|
293 |
|
|
|
76,483 |
|
|
Partially Owned Properties – Consolidated |
|
|
15 |
|
|
|
3,114 |
|
|
|
|
|
308 |
|
|
|
79,597 |
|
21
The following table sets forth certain information by market relating to the Company’s properties at December 31, 2022:
|
Portfolio Summary |
|
|||||||||||||||
|
Markets/Metro Areas |
|
Properties |
|
|
Apartment
|
|
|
% of
|
|
|
Average
|
|
||||
|
Established Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Los Angeles |
|
|
66 |
|
|
|
15,259 |
|
|
|
18.2 |
% |
|
$ |
2,773 |
|
|
Orange County |
|
|
13 |
|
|
|
4,028 |
|
|
|
5.2 |
% |
|
|
2,685 |
|
|
San Diego |
|
|
12 |
|
|
|
2,878 |
|
|
|
4.0 |
% |
|
|
2,894 |
|
|
Subtotal – Southern California |
|
|
91 |
|
|
|
22,165 |
|
|
|
27.4 |
% |
|
|
2,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
San Francisco |
|
|
44 |
|
|
|
11,790 |
|
|
|
15.9 |
% |
|
|
3,229 |
|
|
Washington, D.C. |
|
|
47 |
|
|
|
14,716 |
|
|
|
15.3 |
% |
|
|
2,531 |
|
|
New York |
|
|
34 |
|
|
|
8,536 |
|
|
|
14.0 |
% |
|
|
4,378 |
|
|
Boston |
|
|
27 |
|
|
|
7,170 |
|
|
|
11.5 |
% |
|
|
3,373 |
|
|
Seattle |
|
|
46 |
|
|
|
9,525 |
|
|
|
11.0 |
% |
|
|
2,575 |
|
|
Subtotal – Established Markets |
|
|
289 |
|
|
|
73,902 |
|
|
|
95.1 |
% |
|
|
3,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Expansion Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Denver |
|
|
8 |
|
|
|
2,498 |
|
|
|
2.7 |
% |
|
|
2,372 |
|
|
Atlanta |
|
|
4 |
|
|
|
1,215 |
|
|
|
1.1 |
% |
|
|
2,120 |
|
|
Dallas/Ft. Worth |
|
|
4 |
|
|
|
1,241 |
|
|
|
0.7 |
% |
|
|
1,904 |
|
|
Austin |
|
|
3 |
|
|
|
741 |
|
|
|
0.4 |
% |
|
|
1,853 |
|
|
Subtotal – Expansion Markets |
|
|
19 |
|
|
|
5,695 |
|
|
|
4.9 |
% |
|
|
2,153 |
|
|
Total |
|
|
308 |
|
|
|
79,597 |
|
|
|
100.0 |
% |
|
$ |
2,956 |
|
Note: Projects under development are not included in the Portfolio Summary until construction has been completed.
The following tables provide a rollforward of the apartment units included in Same Store Properties (please refer to the Definitions section in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations ) and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the year ended December 31, 2022:
|
|
|
Year Ended December 31, 2022 |
|
|||||
|
|
|
Properties |
|
|
Apartment
|
|
||
|
Same Store Properties at December 31, 2021 |
|
|
284 |
|
|
|
74,077 |
|
|
2019 acquisitions (not stabilized until 2020) |
|
|
1 |
|
|
|
217 |
|
|
2020 acquisitions |
|
|
1 |
|
|
|
158 |
|
|
2022 dispositions |
|
|
(3 |
) |
|
|
(945 |
) |
|
Lease-up properties stabilized |
|
|
2 |
|
|
|
221 |
|
|
Properties removed from same store (1) |
|
|
(2 |
) |
|
|
(819 |
) |
|
Other |
|
|
— |
|
|
|
(37 |
) |
|
Same Store Properties at December 31, 2022 |
|
|
283 |
|
|
|
72,872 |
|
|
|
|
Year Ended December 31, 2022 |
|
|||||
|
|
|
Properties |
|
|
Apartment
|
|
||
|
Same Store |
|
|
283 |
|
|
|
72,872 |
|
|
Non-Same Store: |
|
|
|
|
|
|
||
|
2022 acquisitions |
|
|
1 |
|
|
|
172 |
|
|
2021 acquisitions |
|
|
17 |
|
|
|
4,747 |
|
|
Properties removed from same store (1) |
|
|
2 |
|
|
|
819 |
|
|
Lease-up properties not yet stabilized (2) |
|
|
4 |
|
|
|
986 |
|
|
Other |
|
|
1 |
|
|
|
1 |
|
|
Total Non-Same Store |
|
|
25 |
|
|
|
6,725 |
|
|
Total Properties and Apartment Units |
|
|
308 |
|
|
|
79,597 |
|
22
Note: Properties are considered “stabilized” when they have achieved 90% occupancy for three consecutive months. Properties are included in same store when they are stabilized for all of the current and comparable periods presented.
As of December 31, 2022, the Company’s same store occupancy was 95.7% and its total portfolio-wide occupancy, which includes completed development properties in various stages of lease-up, was 95.6%. Certain of the Company’s properties are encumbered by mortgages and additional detail can be found on Schedule III – Real Estate and Accumulated Depreciation.
The properties in various stages of development and lease-up at December 31, 2022 are included in the following table:
|
Development and Lease-Up Projects as of December 31, 2022 |
|||||||||||||||||||||||||||||||||
|
(Amounts in thousands except for project and apartment unit amounts) |
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated/Actual |
|
|
|
||||||||||
|
Projects |
|
Location |
|
Ownership
|
|
No. of
|
|
|
Total
|
|
|
Total
|
|
|
Total
|
|
|
Percentage
|
|
Start
|
|
Initial
|
|
Completion
|
|
Stabilization
|
|
Percentage
|
|
||||
|
CONSOLIDATED: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Projects Under Development: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Reverb (fka 9th and W) (3) |
|
Washington, D.C. |
|
92% |
|
|
312 |
|
|
$ |
108,027 |
|
|
$ |
88,378 |
|
|
$ |
43,714 |
|
|
88% |
|
Q3 2021 |
|
Q1 2023 |
|
Q3 2023 |
|
Q3 2024 |
|
– / – |
|
|
Laguna Clara II |
|
Santa Clara, CA |
|
100% |
|
|
225 |
|
|
|
152,621 |
|
|
|
24,562 |
|
|
|
— |
|
|
14% |
|
Q2 2022 |
|
Q4 2024 |
|
Q1 2025 |
|
Q4 2025 |
|
– / – |
|
|
Projects Under Development - Consolidated |
|
|
|
|
|
|
537 |
|
|
|
260,648 |
|
|
|
112,940 |
|
|
|
43,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projects Completed Not Stabilized: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Aero Apartments |
|
Alameda, CA |
|
90% |
|
|
200 |
|
|
|
117,794 |
|
|
|
113,610 |
|
|
|
64,664 |
|
|
100% |
|
Q3 2019 |
|
Q2 2021 |
|
Q2 2021 |
|
Q1 2023 |
|
97% / 95% |
|
|
Projects Completed Not Stabilized -
|
|
|
|
|
|
|
200 |
|
|
|
117,794 |
|
|
|
113,610 |
|
|
|
64,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projects Completed and Stabilized During the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Alcott Apartments (fka West End Tower) |
|
Boston, MA |
|
100% |
|
|
470 |
|
|
|
409,164 |
|
|
|
408,114 |
|
|
|
— |
|
|
100% |
|
Q2 2018 |
|
Q3 2021 |
|
Q4 2021 |
|
Q4 2022 |
|
95% / 95% |
|
|
Projects Completed and Stabilized During the
|
|
|
|
|
|
|
470 |
|
|
|
409,164 |
|
|
|
408,114 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
UNCONSOLIDATED: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Projects Under Development: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Alloy Sunnyside |
|
Denver, CO |
|
80% |
|
|
209 |
|
|
|
66,004 |
|
|
|
38,309 |
|
|
|
5,931 |
|
|
53% |
|
Q3 2021 |
|
Q4 2023 |
|
Q2 2024 |
|
Q1 2025 |
|
– / – |
|
|
Alexan Harrison |
|
Harrison, NY |
|
62% |
|
|
450 |
|
|
|
198,664 |
|
|
|
100,922 |
|
|
|
2,809 |
|
|
39% |
|
Q3 2021 |
|
Q3 2023 |
|
Q2 2024 |
|
Q4 2025 |
|
– / – |
|
|
Solana Beeler Park |
|
Denver, CO |
|
90% |
|
|
270 |
|
|
|
81,206 |
|
|
|
27,008 |
|
|
|
— |
|
|
19% |
|
Q4 2021 |
|
Q4 2023 |
|
Q2 2024 |
|
Q1 2025 |
|
– / – |
|
|
Remy (Toll) |
|
Frisco, TX |
|
75% |
|
|
357 |
|
|
|
96,937 |
|
|
|
46,214 |
|
|
|
4,892 |
|
|
37% |
|
Q1 2022 |
|
Q1 2024 |
|
Q4 2024 |
|
Q3 2025 |
|
– / – |
|
|
Settler (Toll) |
|
Fort Worth, TX |
|
75% |
|
|
362 |
|
|
|
81,775 |
|
|
|
26,456 |
|
|
|
— |
|
|
24% |
|
Q2 2022 |
|
Q2 2024 |
|
Q3 2024 |
|
Q3 2025 |
|
– / – |
|
|
Lyle (Toll) (3) |
|
Dallas, TX |
|
75% |
|
|
334 |
|
|
|
86,332 |
|
|
|
13,732 |
|
|
|
— |
|
|
13% |
|
Q3 2022 |
|
Q4 2024 |
|
Q2 2025 |
|
Q1 2026 |
|
– / – |
|
|
Projects Under Development - Unconsolidated |
|
|
|
|
|
|
1,982 |
|
|
|
610,918 |
|
|
|
252,641 |
|
|
|
13,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Development Projects - Consolidated |
|
|
|
|
|
|
1,207 |
|
|
|
787,606 |
|
|
|
634,664 |
|
|
|
108,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Development Projects - Unconsolidated |
|
|
|
|
|
|
1,982 |
|
|
|
610,918 |
|
|
|
252,641 |
|
|
|
13,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Development Projects |
|
|
|
|
|
|
3,189 |
|
|
$ |
1,398,524 |
|
|
$ |
887,305 |
|
|
$ |
122,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 3. Lega l Proceedings
As of December 31, 2022, the Company does not believe there is any litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company.
Item 4. Mine Sa fety Disclosures
Not applicable.
23
PART II
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities
Common Share/Unit Information (Equity Residential and ERP Operating Limited Partnership)
The Company’s Common Shares trade on the New York Stock Exchange under the trading symbol EQR. There is no established public market for the Operating Partnership’s Units (OP Units and restricted units). At February 10, 2023, the number of record holders of Common Shares was approximately 1,790 and 378,602,684 Common Shares were outstanding. At February 10, 2023, the number of record holders of Units in the Operating Partnership was approximately 465 and 391,169,119 Units were outstanding.
Unregistered Common Shares Issued in the Quarter Ended December 31, 2022 (Equity Residential)
During the quarter ended December 31, 2022, EQR issued 414,871 Common Shares in exchange for 414,871 OP Units held by various limited partners of ERPOP. OP Units are generally exchangeable into Common Shares on a one-for-one basis or, at the option of ERPOP, the cash equivalent thereof, at any time one year after the date of issuance. These shares were either registered under the Securities Act of 1933, as amended (the “Securities Act”), or issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering. In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions.
Item 6. Reserved
24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the results of operations and financial condition of the Company and the Operating Partnership should be read in connection with the Consolidated Financial Statements and Notes thereto. Due to the Company’s ability to control the Operating Partnership and its subsidiaries, the Operating Partnership and each such subsidiary entity has been consolidated with the Company for financial reporting purposes, except for any unconsolidated properties/entities. Capitalized terms used herein and not defined are as defined elsewhere in this Annual Report on Form 10-K. In addition, please refer to the Definitions section below for various capitalized terms not immediately defined in this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations .
Forward-Looking Statements
Forward-looking statements are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, projections and assumptions made by management. While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Additional factors that might cause such differences are discussed in Part I of this Annual Report on Form 10-K, particularly those under Item 1A, Risk Factors . Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report. Forward-looking statements are not guarantees of future performance, results or events. The forward-looking statements contained herein are made as of the date hereof and the Company undertakes no obligation to update or supplement these forward-looking statements.
Overview
See Item 1, Business , for discussion regarding the Company’s overview.
Business Objectives and Operating and Investing Strategies
See Item 1, Business , for discussion regarding the Company’s business objectives and operating and investing strategies.
COVID-19 Impact
The Company continues to monitor and respond to the ongoing effects of the COVID-19 pandemic. For additional details, see Item 1A, Risk Factors .
25
Results of Operations
2021 and 2022 Transactions
In conjunction with our business objectives and operating and investing strategies, the following table provides a rollforward of the transactions that occurred during the years ended December 31, 2021 and 2022:
Portfolio Rollforward
($ in thousands)
|
|
|
Properties |
|
|
Apartment
|
|
|
Purchase Price |
|
|
Acquisition
|
|
||||
|
12/31/2020 |
|
|
304 |
|
|
|
77,889 |
|
|
|
|
|
|
|
||
|
Acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Consolidated Rental Properties |
|
|
13 |
|
|
|
3,533 |
|
|
$ |
1,249,679 |
|
|
|
3.7 |
% |
|
Consolidated Rental Properties – Not Stabilized (1) |
|
|
4 |
|
|
|
1,214 |
|
|
$ |
459,700 |
|
|
|
4.0 |
% |
|
|
|
|
|
|
|
|
|
Sales Price |
|
|
Disposition
|
|
||||
|
Dispositions: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Consolidated Rental Properties |
|
|
(14 |
) |
|
|
(3,053 |
) |
|
$ |
(1,716,775 |
) |
|
|
(3.7 |
)% |
|
Completed Developments – Consolidated |
|
|
3 |
|
|
|
824 |
|
|
|
|
|
|
|
||
|
12/31/2021 |
|
|
310 |
|
|
|
80,407 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
Purchase Price |
|
|
Acquisition
|
|
||||
|
Acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Consolidated Rental Properties |
|
|
1 |
|
|
|
172 |
|
|
$ |
113,000 |
|
|
|
3.5 |
% |
|
Unconsolidated Land Parcels (2) |
|
|
— |
|
|
|
— |
|
|
$ |
56,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Price |
|
|
Disposition
|
|
||||
|
Dispositions: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Consolidated Rental Properties |
|
|
(3 |
) |
|
|
(945 |
) |
|
$ |
(746,150 |
) |
|
|
(3.4 |
)% |
|
Configuration Changes |
|
|
— |
|
|
|
(37 |
) |
|
|
|
|
|
|
||
|
12/31/2022 |
|
|
308 |
|
|
|
79,597 |
|
|
|
|
|
|
|
||
Acquisitions
Dispositions
26
Developments
Investments in Unconsolidated Entities
See Notes 4 and 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s real estate investments and investments in partially owned entities.
Comparison of the year ended December 31, 2022 to the year ended December 31, 2021
The following table presents a reconciliation of diluted earnings per share/unit for the year ended December 31, 2022 as compared to the same period in 2021:
|
|
|
Year Ended
|
|
|
|
Diluted earnings per share/unit for full year 2021 |
|
$ |
3.54 |
|
|
Property NOI |
|
|
0.60 |
|
|
Interest expense |
|
|
(0.02 |
) |
|
Corporate overhead (1) |
|
|
(0.03 |
) |
|
Net gain/loss on property sales |
|
|
(1.95 |
) |
|
Non-operating asset gains/losses |
|
|
(0.07 |
) |
|
Impairment – non-operating real estate assets |
|
|
0.04 |
|
|
Depreciation expense |
|
|
(0.11 |
) |
|
Other |
|
|
0.05 |
|
|
Diluted earnings per share/unit for full year 2022 |
|
$ |
2.05 |
|
The Company’s primary financial measure for evaluating each of its apartment communities is net operating income (“NOI”). NOI represents rental income less direct property operating expenses (including real estate taxes and insurance). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties.
27
The following tables present reconciliations of operating income per the consolidated statements of operations to NOI, along with rental income, operating expenses and NOI per the consolidated statements of operations allocated between same store and non-same store/other results (amounts in thousands):
|
|
|
Year Ended December 31, |
|
|
2022 vs. 2021 |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
|
Operating income |
|
$ |
1,116,046 |
|
|
$ |
1,675,841 |
|
|
$ |
(559,795 |
) |
|
|
(33.4 |
)% |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Property management |
|
|
110,304 |
|
|
|
98,155 |
|
|
|
12,149 |
|
|
|
12.4 |
% |
|
General and administrative |
|
|
58,710 |
|
|
|
56,506 |
|
|
|
2,204 |
|
|
|
3.9 |
% |
|
Depreciation |
|
|
882,168 |
|
|
|
838,272 |
|
|
|
43,896 |
|
|
|
5.2 |
% |
|
Net (gain) loss on sales of real estate properties |
|
|
(304,325 |
) |
|
|
(1,072,183 |
) |
|
|
767,858 |
|
|
|
(71.6 |
)% |
|
Impairment |
|
|
— |
|
|
|
16,769 |
|
|
|
(16,769 |
) |
|
|
(100.0 |
)% |
|
Total NOI |
|
$ |
1,862,903 |
|
|
$ |
1,613,360 |
|
|
$ |
249,543 |
|
|
|
15.5 |
% |
|
Rental income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Same store |
|
$ |
2,533,577 |
|
|
$ |
2,291,604 |
|
|
$ |
241,973 |
|
|
|
10.6 |
% |
|
Non-same store/other |
|
|
201,603 |
|
|
|
172,393 |
|
|
|
29,210 |
|
|
|
16.9 |
% |
|
Total rental income |
|
|
2,735,180 |
|
|
|
2,463,997 |
|
|
|
271,183 |
|
|
|
11.0 |
% |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Same store |
|
|
802,291 |
|
|
|
774,504 |
|
|
|
27,787 |
|
|
|
3.6 |
% |
|
Non-same store/other |
|
|
69,986 |
|
|
|
76,133 |
|
|
|
(6,147 |
) |
|
|
(8.1 |
)% |
|
Total operating expenses |
|
|
872,277 |
|
|
|
850,637 |
|
|
|
21,640 |
|
|
|
2.5 |
% |
|
NOI: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Same store |
|
|
1,731,286 |
|
|
|
1,517,100 |
|
|
|
214,186 |
|
|
|
14.1 |
% |
|
Non-same store/other |
|
|
131,617 |
|
|
|
96,260 |
|
|
|
35,357 |
|
|
|
36.7 |
% |
|
Total NOI |
|
$ |
1,862,903 |
|
|
$ |
1,613,360 |
|
|
$ |
249,543 |
|
|
|
15.5 |
% |
Note: See Note 17 in the Notes to Consolidated Financial Statements for detail by reportable segment/market. Non-same store/other NOI results consist primarily of properties acquired in calendar years 2021 and 2022, operations from the Company’s development properties and operations prior to disposition from 2021 and 2022 sold properties.
See the Same Store Results section below for additional discussion of those results.
28
Property management expenses include off-site expenses associated with the self-management of the Company’s properties as well as management fees paid to any third-party management companies. These expenses increased approximately $12.1 million or 12.4% during the year ended December 31, 2022 as compared to 2021. This increase is primarily attributable to increases in payroll-related costs, training/conference costs, temporary help/contractors costs and third-party management fees.
General and administrative expenses, which include corporate operating expenses, increased approximately $2.2 million or 3.9% during the year ended December 31, 2022 as compared to 2021, primarily due to increases in payroll-related costs, legal and professional fees and training/conference costs.
Depreciation expense, which includes depreciation on non-real estate assets, increased approximately $43.9 million or 5.2% during the year ended December 31, 2022 as compared to 2021, primarily as a result of additional depreciation expense on properties acquired in 2021 and 2022 and development properties placed in service during 2021, partially offset by lower depreciation from properties sold in 2021 and 2022.
Net gain on sales of real estate properties decreased approximately $767.9 million or 71.6% during the year ended December 31, 2022 as compared to 2021, primarily as a result of a lower sales volume with the sale of three consolidated apartment properties in 2022 as compared to the sale of fourteen consolidated apartment properties in the same period in 2021.
Impairment decreased approximately $16.8 million during the year ended December 31, 2022 as compared to 2021, due to an impairment charge in 2021 on one land parcel held for development compared to no impairment charges taken during 2022.
Interest and other income decreased approximately $23.5 million or 91.5% during the year ended December 31, 2022 as compared to 2021. The decrease is primarily due to a gain of $23.6 million on the sale of various investment securities that occurred during 2021 but not during 2022.
Other expenses decreased approximately $5.6 million or 29.1% during the year ended December 31, 2022 as compared to 2021, primarily due to a decline in construction defect and litigation reserves and pursuit costs recorded between 2022 and 2021, partially offset by increases in advocacy contributions, demolition/abatement costs and data transformation project costs.
Interest expense, including amortization of deferred financing costs, increased approximately $10.4 million or 3.7% during the year ended December 31, 2022 as compared to 2021. The increase is primarily due to higher overall interest rates and lower capitalized interest. The effective interest cost on all indebtedness, excluding debt extinguishment costs/prepayment penalties, for the year ended December 31, 2022 was 3.68% as compared to 3.52% in 2021. The Company capitalized interest of approximately $7.1 million and $15.9 million during the years ended December 31, 2022 and 2021, respectively.
Net (income) loss attributable to Noncontrolling Interests in partially owned properties decreased approximately $14.2 million or 79.0% during the year ended December 31, 2022 as compared to 2021, primarily as a result of noncontrolling interest allocations related to the sale of one partially owned apartment property in 2021 as compared to no sales in 2022.
For comparison of the year ended December 31, 2021 to the year ended December 31, 2020, refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.
Same Store Results
Properties that the Company owned and were stabilized for all of both 2022 and 2021 (the “2022 Same Store Properties”), which represented 72,872 apartment units, drove the Company’s results of operations. Properties are considered “stabilized” when they have achieved 90% occupancy for three consecutive months. Properties are included in same store when they are stabilized for all of the current and comparable periods presented.
29
The following table provides comparative total same store results and statistics for the 2022 Same Store Properties:
2022 vs. 2021
Same Store Results/Statistics Including 72,872 Same Store Apartment Units
$ in thousands (except for Average Rental Rate)
|
2022 |
|
|
2021 |
|
|||||||||||||||||||||||||
|
|
Residential |
|
%
|
|
Non-
|
|
%
|
|
Total |
|
%
|
|
|
|
Residential |
|
Non-
|
|
Total |
|
|||||||||
|
Revenues |
$ |
2,441,522 |
|
|
10.7 |
% |
$ |
92,055 |
|
|
5.8 |
% |
$ |
2,533,577 |
|
|
10.6 |
% |
|
Revenues |
$ |
2,204,625 |
|
$ |
86,979 |
|
$ |
2,291,604 |
|
|
Expenses |
$ |
778,206 |
|
|
3.6 |
% |
$ |
24,085 |
|
|
3.6 |
% |
$ |
802,291 |
|
|
3.6 |
% |
|
Expenses |
$ |
751,250 |
|
$ |
23,254 |
|
$ |
774,504 |
|
|
NOI |
$ |
1,663,316 |
|
|
14.4 |
% |
$ |
67,970 |
|
|
6.7 |
% |
$ |
1,731,286 |
|
|
14.1 |
% |
|
NOI |
$ |
1,453,375 |
|
$ |
63,725 |
|
$ |
1,517,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Average Rental Rate |
$ |
2,898 |
|
|
10.4 |
% |
|
|
|
|
|
|
|
|
|
Average Rental Rate |
$ |
2,625 |
|
|
|
|
|
||||||
|
Physical Occupancy |
|
96.4 |
% |
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
Physical Occupancy |
|
96.1 |
% |
|
|
|
|
||||||
|
Turnover |
|
42.8 |
% |
|
(1.9 |
%) |
|
|
|
|
|
|
|
|
|
Turnover |
|
44.7 |
% |
|
|
|
|
||||||
Note: Same store revenues for all leases are reflected on a straight-line basis in accordance with GAAP for the current and comparable periods.
The following table provides results and statistics related to our Residential same store operations for the years ended December 31, 2022 and 2021:
2022 vs. 2021
Same Store Residential Results/Statistics by Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) from Prior Year |
|
|||||||||||||||
|
Markets/Metro Areas |
|
Apartment
|
|
|
2022
|
|
|
2022
|
|
|
2022
|
|
|
2022
|
|
|
Average
|
|
|
Physical
|
|
|
Turnover |
|
||||||||
|
Los Angeles |
|
|
14,662 |
|
|
|
19.8 |
% |
|
$ |
2,733 |
|
|
|
96.6 |
% |
|
|
38.4 |
% |
|
|
9.0 |
% |
|
|
(0.2 |
%) |
|
|
(3.1 |
%) |
|
Orange County |
|
|
4,028 |
|
|
|
5.8 |
% |
|
|
2,614 |
|
|
|
97.0 |
% |
|
|
34.5 |
% |
|
|
12.8 |
% |
|
|
(0.7 |
%) |
|
|
(0.1 |
%) |
|
San Diego |
|
|
2,706 |
|
|
|
4.0 |
% |
|
|
2,766 |
|
|
|
96.7 |
% |
|
|
38.1 |
% |
|
|
11.4 |
% |
|
|
(0.9 |
%) |
|
|
(5.0 |
%) |
|
Subtotal – Southern California |
|
|
21,396 |
|
|
|
29.6 |
% |
|
|
2,715 |
|
|
|
96.7 |
% |
|
|
37.6 |
% |
|
|
10.0 |
% |
|
|
(0.4 |
%) |
|
|
(2.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
San Francisco |
|
|
11,368 |
|
|
|
17.4 |
% |
|
|
3,152 |
|
|
|
96.1 |
% |
|
|
41.5 |
% |
|
|
8.3 |
% |
|
|
0.9 |
% |
|
|
(6.5 |
%) |
|
Washington, D.C. |
|
|
14,187 |
|
|
|
16.2 |
% |
|
|
2,456 |
|
|
|
96.8 |
% |
|
|
43.1 |
% |
|
|
5.5 |
% |
|
|
0.3 |
% |
|
|
(2.2 |
%) |
|
New York |
|
|
8,536 |
|
|
|
13.5 |
% |
|
|
4,068 |
|
|
|
96.9 |
% |
|
|
42.4 |
% |
|
|
17.6 |
% |
|
|
1.8 |
% |
|
|
4.2 |
% |
|
Seattle |
|
|
9,331 |
|
|
|
11.4 |
% |
|
|
2,497 |
|
|
|
95.1 |
% |
|
|
51.6 |
% |
|
|
10.7 |
% |
|
|
(0.5 |
%) |
|
|
0.7 |
% |
|
Boston |
|
|
6,430 |
|
|
|
10.0 |
% |
|
|
3,208 |
|
|
|
96.2 |
% |
|
|
45.3 |
% |
|
|
11.2 |
% |
|
|
0.5 |
% |
|
|
(1.8 |
%) |
|
Denver |
|
|
1,624 |
|
|
|
1.9 |
% |
|
|
2,299 |
|
|
|
96.7 |
% |
|
|
60.3 |
% |
|
|
11.3 |
% |
|
|
0.1 |
% |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total |
|
|
72,872 |
|
|
|
100.0 |
% |
|
$ |
2,898 |
|
|
|
96.4 |
% |
|
|
42.8 |
% |
|
|
10.4 |
% |
|
|
0.3 |
% |
|
|
(1.9 |
%) |
Note: The above table reflects Residential same store results only. Residential operations account for approximately 96.3% of total revenues for the year ended December 31, 2022.
Despite geopolitical and economic uncertainties, demand to live in our apartment communities remained healthy, which our financial results reflected, as we continued to capture the gap between in-place rent levels and market rent levels. Demand for our apartments continues to support strong Physical Occupancy with pricing that is largely in-line with expectations, including modest use of Leasing Concessions. Key operating drivers for this performance during 2022 include:
30
In addition to these stronger fundamentals, bad debt, net moderated during the first half of 2022 with improvement in resident collections primarily driven by receipt of governmental rental assistance payments on behalf of our residents. Bad debt, net increased in the second half of 2022 primarily due to the governmental rental assistance programs winding down.
Transaction activity has slowed as buyers and sellers adjust their expectations to a volatile economic climate and rising interest rates. While this type of environment can be challenging, the Company has traditionally found investment opportunities during periods of market dislocation as our ability to move quickly and our relatively low cost of capital creates flexibility that can provide us a competitive advantage.
Overall, the fundamentals of our business remain strong. Long-term, we expect elevated single family home ownership costs, positive household formation trends and the overall deficit in housing across the country to buffer the impact on our business from the risks of potential economic weakness. We also see our affluent resident base as being more resilient to rising inflation due to higher levels of disposable income and lower relative rent-to-income ratios.
Liquidity and Capital Resources
With approximately $2.4 billion in readily available liquidity, a strong balance sheet, limited near-term maturities, very strong credit metrics and ample access to capital markets, the Company believes it is well positioned to meet its future obligations and opportunities. See further discussion below.
Statements of Cash Flows
The following table sets forth our sources and uses of cash flows for the years ended December 31, 2022, 2021 and 2020 (amounts in thousands):
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Cash flows provided by (used for): |
|
|
|
|
|
|
|
|
|
|||
|
Operating activities |
|
$ |
1,454,756 |
|
|
$ |
1,260,184 |
|
|
$ |
1,265,536 |
|
|
Investing activities |
|
$ |
107,792 |
|
|
$ |
(434,620 |
) |
|
$ |
663,586 |
|
|
Financing activities |
|
$ |
(1,785,612 |
) |
|
$ |
(565,056 |
) |
|
$ |
(1,946,393 |
) |
The following provides information regarding the Company’s cash flows from operating, investing and financing activities for the year ended December 31, 2022.
Operating Activities
Our operating cash flows are primarily impacted by NOI and its components, such as Average Rental Rates, Physical Occupancy levels and operating expenses related to our properties. Cash provided by operating activities for the year ended December 31, 2022 as compared to 2021, increased by approximately $194.6 million as a direct result of the NOI and other changes discussed above in Results of Operations .
Investing Activities
Our investing cash flows are primarily impacted by our transaction activity (acquisitions/dispositions), development spend and capital expenditures. For 2022, key drivers were:
31
For the year ended December 31, 2022, our actual capital expenditures to real estate included the following (amounts in thousands except for apartment unit and per apartment unit amounts):
Capital Expenditures to Real Estate
For the Year Ended December 31, 2022
|
|
|
Same Store
|
|
|
Non-Same Store
|
|
|
Total |
|
|
Same Store Avg. Per Apartment Unit |
|
||||
|
Total Apartment Units |
|
|
72,872 |
|
|
|
6,725 |
|
|
|
79,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Building Improvements |
|
$ |
102,079 |
|
|
$ |
16,335 |
|
(2) |
$ |
118,414 |
|
|
$ |
1,401 |
|
|
Renovation Expenditures |
|
|
43,197 |
|
(1) |
|
6,730 |
|
(2) |
|
49,927 |
|
|
|
592 |
|
|
Replacements |
|
|
49,834 |
|
|
|
2,911 |
|
|
|
52,745 |
|
|
|
684 |
|
|
Total Capital Expenditures to Real Estate |
|
$ |
195,110 |
|
|
$ |
25,976 |
|
|
$ |
221,086 |
|
|
$ |
2,677 |
|
Financing Activities
Our financing cash flows primarily relate to our borrowing activity (debt proceeds or repayment), distributions/dividends to shareholders and other Common Share activity. For 2022, key drivers were:
Short-Term Liquidity and Cash Proceeds
The Company generally expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and scheduled unsecured note and mortgage note repayments, through its working capital, net cash provided by operating activities and borrowings under the Company’s revolving credit facility and commercial paper program. Currently, the Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions.
The following table presents the Company’s balances for cash and cash equivalents, restricted deposits and the available borrowing capacity on its revolving credit facility as of December 31, 2022 and 2021 (amounts in thousands):
|
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
||
|
Cash and cash equivalents |
|
$ |
53,869 |
|
|
$ |
123,832 |
|
|
Restricted deposits |
|
$ |
83,303 |
|
|
$ |
236,404 |
|
|
Unsecured revolving credit facility availability |
|
$ |
2,366,537 |
|
|
$ |
2,181,372 |
|
32
Credit Facility and Commercial Paper Program
The Company has a $2.5 billion unsecured revolving credit facility maturing October 26, 2027. The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans. The interest rate on advances under the facility will generally be the Secured Overnight Financing Rate ("SOFR") plus a spread (currently 0.725%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125%). Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating. The Revolving Credit Agreement also contains a sustainability-linked pricing component which provides for interest rate margin reductions upon achieving certain sustainability ratings. See Note 9 in the Notes to Consolidated Financial Statements for additional discussion of the Company’s credit facility.
The Company may borrow up to a maximum of $1.0 billion under its commercial paper program subject to market conditions. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company’s other unsecured senior indebtedness.
The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.0 billion commercial paper program along with certain other obligations. The following table presents the availability on the Company’s unsecured revolving credit facility as of February 10, 2023 (amounts in thousands):
|
|
|
February 10, 2023 |
|
|
|
Unsecured revolving credit facility commitment |
|
$ |
2,500,000 |
|
|
Commercial paper balance outstanding |
|
|
(130,000 |
) |
|
Unsecured revolving credit facility balance outstanding |
|
|
— |
|
|
Other restricted amounts |
|
|
(3,484 |
) |
|
Unsecured revolving credit facility availability |
|
$ |
2,366,516 |
|
Dividend Policy
The Company declared a dividend/distribution for each quarter in 2022 of $0.625 per share/unit, an annualized increase of 3.7% over the amount paid in 2021. All future dividends/distributions remain subject to the discretion of the Company’s Board of Trustees.
Total dividends/distributions paid in January 2023 amounted to $244.6 million (excluding distributions on Partially Owned Properties), which consisted of certain distributions declared during the quarter ended December 31, 2022.
Long-Term Financing and Capital Needs
The Company expects to meet its long-term liquidity requirements, such as lump sum unsecured note and mortgage debt maturities, property acquisitions and financing of development activities, through the issuance of secured and unsecured debt and equity securities (including additional OP Units), proceeds received from the disposition of certain properties and joint ventures, along with cash generated from operations after all distributions. The Company has a significant number of unencumbered properties available to secure additional mortgage borrowings should unsecured capital be unavailable or the cost of alternative sources of capital be too high. The value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under its unsecured notes and line of credit. Of the $28.1 billion in investment in real estate on the Company’s balance sheet at December 31, 2022, $24.5 billion or 87.1% was unencumbered. However, there can be no assurances that these sources of capital will be available to the Company in the future on acceptable terms or otherwise. For additional details, see Item 1A, Risk Factors .
EQR issues equity and guarantees certain debt of the Operating Partnership from time to time. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.
33
The Company’s total debt summary schedule as of December 31, 2022 is as follows:
Debt Summary as of December 31, 2022
($ in thousands)
|
|
|
Debt
|
|
|
% of Total |
|
||
|
Secured |
|
$ |
1,953,438 |
|
|
|
26.3 |
% |
|
Unsecured |
|
|
5,472,284 |
|
|
|
73.7 |
% |
|
Total |
|
$ |
7,425,722 |
|
|
|
100.0 |
% |
|
Fixed Rate Debt: |
|
|
|
|
|
|
||
|
Secured – Conventional |
|
$ |
1,608,838 |
|
|
|
21.7 |
% |
|
Unsecured – Public |
|
|
5,342,329 |
|
|
|
71.9 |
% |
|
Fixed Rate Debt |
|
|
6,951,167 |
|
|
|
93.6 |
% |
|
Floating Rate Debt: |
|
|
|
|
|
|
||
|
Secured – Conventional |
|
|
108,378 |
|
|
|
1.4 |
% |
|
Secured – Tax Exempt |
|
|
236,222 |
|
|
|
3.2 |
% |
|
Unsecured – Revolving Credit Facility |
|
|
— |
|
|
|
— |
|
|
Unsecured – Commercial Paper Program |
|
|
129,955 |
|
|
|
1.8 |
% |
|
Floating Rate Debt |
|
|
474,555 |
|
|
|
6.4 |
% |
|
Total |
|
$ |
7,425,722 |
|
|
|
100.0 |
% |
The following table summarizes the Company’s debt maturity schedule as of December 31, 2022:
Debt Maturity Schedule as of December 31, 2022
($ in thousands)
|
Year |
|
Fixed
|
|
|
Floating
|
|
|
Total |
|
|
% of Total |
|
||||
|
2023 (2) |
|
$ |
800,000 |
|
|
$ |
198,275 |
|
(1) |
$ |
998,275 |
|
|
|
13.3 |
% |
|
2024 |
|
|
— |
|
|
|
6,100 |
|
|
|
6,100 |
|
|
|
0.1 |
% |
|
2025 |
|
|
450,000 |
|
|
|
53,180 |
|
|
|
503,180 |
|
|
|
6.7 |
% |
|
2026 |
|
|
592,025 |
|
|
|
9,000 |
|
|
|
601,025 |
|
|
|
8.0 |
% |
|
2027 |
|
|
400,000 |
|
|
|
9,800 |
|
|
|
409,800 |
|
|
|
5.5 |
% |
|
2028 |
|
|
900,000 |
|
|
|
10,700 |
|
|
|
910,700 |
|
|
|
12.1 |
% |
|
2029 |
|
|
888,120 |
|
|
|
11,500 |
|
|
|
899,620 |
|
|
|
12.0 |
% |
|
2030 |
|
|
1,095,000 |
|
|
|
12,600 |
|
|
|
1,107,600 |
|
|
|
14.8 |
% |
|
2031 |
|
|
528,500 |
|
|
|
39,700 |
|
|
|
568,200 |
|
|
|
7.6 |
% |
|
2032 |
|
|
— |
|
|
|
28,000 |
|
|
|
28,000 |
|
|
|
0.4 |
% |
|
2033+ |
|
|
1,350,850 |
|
|
|
110,900 |
|
|
|
1,461,750 |
|
|
|
19.5 |
% |
|
Subtotal |
|
|
7,004,495 |
|
|
|
489,755 |
|
|
|
7,494,250 |
|
|
|
100.0 |
% |
|
Deferred Financing Costs and
|
|
|
(53,328 |
) |
|
|
(15,200 |
) |
|
|
(68,528 |
) |
|
N/A |
|
|
|
Total |
|
$ |
6,951,167 |
|
|
$ |
474,555 |
|
|
$ |
7,425,722 |
|
|
|
100.0 |
% |
Interest expected to be incurred on the Company’s secured and unsecured debt based on obligations outstanding at December 31, 2022, inclusive of capitalized interest, approximates $210.0 million annually for the next five years, with total remaining obligations of approximately $2.3 billion. For floating rate debt, the current rate in effect for the most recent payment through December 31, 2022 is assumed to be in effect through the respective maturity date of each instrument.
See Note 9 in the Notes to Consolidated Financial Statements for additional discussion of debt at December 31, 2022. See also Notes 8 and 16 in the Notes to Consolidated Financial Statements for additional discussion of contractual obligations and commitments as of December 31, 2022.
34
Capital Structure
The Company’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2022 is presented in the following table. The Company calculates the equity component of its market capitalization as the sum of (i) the total outstanding Common Shares and assumed conversion of all Units at the equivalent market value of the closing price of the Company’s Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preferred shares outstanding.
Equity Residential
Capital Structure as of December 31, 2022
(Amounts in thousands except for share/unit and per share amounts)
|
Secured Debt |
|
|
|
|
|
|
|
$ |
1,953,438 |
|
|
|
26.3 |
% |
|
|
|
|||
|
Unsecured Debt |
|
|
|
|
|
|
|
|
5,472,284 |
|
|
|
73.7 |
% |
|
|
|
|||
|
Total Debt |
|
|
|
|
|
|
|
|
7,425,722 |
|
|
|
100.0 |
% |
|
|
24.3 |
% |
||
|
Common Shares (includes Restricted Shares) |
|
|
378,429,708 |
|
|
|
96.8 |
% |
|
|
|
|
|
|
|
|
|
|||
|
Units (includes OP Units and Restricted Units) |
|
|
12,429,737 |
|
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
|||
|
Total Shares and Units |
|
|
390,859,445 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|||
|
Common Share Price at December 31, 2022 |
|
$ |
59.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
23,060,707 |
|
|
|
99.8 |
% |
|
|
|
|||
|
Perpetual Preferred Equity |
|
|
|
|
|
|
|
|
37,280 |
|
|
|
0.2 |
% |
|
|
|
|||
|
Total Equity |
|
|
|
|
|
|
|
|
23,097,987 |
|
|
|
100.0 |
% |
|
|
75.7 |
% |
||
|
Total Market Capitalization |
|
|
|
|
|
|
|
$ |
30,523,709 |
|
|
|
|
|
|
100.0 |
% |
|||
The Operating Partnership’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2022 is presented in the following table. The Operating Partnership calculates the equity component of its market capitalization as the sum of (i) the total outstanding Units at the equivalent market value of the closing price of the Company’s Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preference units outstanding.
ERP Operating Limited Partnership
Capital Structure as of December 31, 2022
(Amounts in thousands except for unit and per unit amounts)
|
Secured Debt |
|
|
|
|
|
|
$ |
1,953,438 |
|
|
|
26.3 |
% |
|
|
|
||
|
Unsecured Debt |
|
|
|
|
|
|
|
5,472,284 |
|
|
|
73.7 |
% |
|
|
|
||
|
Total Debt |
|
|
|
|
|
|
|
7,425,722 |
|
|
|
100.0 |
% |
|
|
24.3 |
% |
|
|
Total Outstanding Units |
|
|
390,859,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Common Share Price at December 31, 2022 |
|
$ |
59.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
23,060,707 |
|
|
|
99.8 |
% |
|
|
|
||
|
Perpetual Preference Units |
|
|
|
|
|
|
|
37,280 |
|
|
|
0.2 |
% |
|
|
|
||
|
Total Equity |
|
|
|
|
|
|
|
23,097,987 |
|
|
|
100.0 |
% |
|
|
75.7 |
% |
|
|
Total Market Capitalization |
|
|
|
|
|
|
$ |
30,523,709 |
|
|
|
|
|
|
100.0 |
% |
||
Financial Flexibility
EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in May 2022 and expires in May 2025. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).
The Company has an ATM share offering program which allows EQR to issue Common Shares from time to time into the existing trading market at current market prices or through negotiated transactions, including under forward sale arrangements. In May 2022, the Company replaced the prior program with a new program which extended the maturity to May 2025 and gives us the authority to issue up to 13.0 million shares, all of which remain available for issuance as of December 31, 2022.
Forward sale agreements under the ATM program allow the Company, at its election, to settle the agreements by issuing Common Shares in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the
35
agreements in whole or in part through the delivery or receipt of Common Shares or cash. Issuances of shares under these forward sale agreements are classified as equity transactions. Accordingly, no amounts relating to the forward sale agreements are recorded in the consolidated financial statements until settlement occurs. Prior to any settlements, the only impact to the consolidated financial statements is the inclusion of incremental shares, if any, within the calculation of diluted net income per share using the treasury stock method (see Note 11 in the Notes to Consolidated Financial Statements for additional discussion). The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current overnight federal funds rate and the amount of dividends paid to holders of the Company’s Common Shares over the term of the forward sale agreement.
During the quarter ended September 30, 2021, the Company entered into forward sale agreements under the prior program for a total of approximately 1.7 million Common Shares at a weighted average initial forward price per share of $83.25. During the quarter ended December 31, 2022, the Company settled all of the outstanding forward sale agreements, at a weighted average forward price per share of $80.22, which is inclusive of adjustments made to reflect the then-current federal funds rate and the amount of dividends paid to holders of the Company's Common Shares, for net proceeds of approximately $139.6 million. Concurrent with this transaction, ERPOP issued the same amount of OP Units to EQR in exchange for the net proceeds.
The Company may repurchase up to 13.0 million Common Shares under its share repurchase program. No open market repurchases have occurred since 2008. As of February 10, 2023, EQR has remaining authorization to repurchase up to 13.0 million of its shares.
We believe our ability to access capital markets is enhanced by ERPOP’s long-term senior debt ratings and short-term commercial paper ratings, as well as EQR’s long-term preferred equity ratings. As of February 10, 2023, the ratings are as follows:
|
|
|
Standard & Poor’s |
|
Moody's |
|
ERPOP's long-term senior debt rating |
|
A- |
|
A3 |
|
ERPOP's short-term commercial paper rating |
|
A-2 |
|
P-2 |
|
EQR's long-term preferred equity rating |
|
BBB |
|
Baa1 |
See Note 18 in the Notes to Consolidated Financial Statements for discussion of the events, if any, which occurred subsequent to December 31, 2022.
Definitions
The definition of certain terms described above or below are as follows:
36
37
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or different presentation of our financial statements.
The Company’s significant accounting policies are described in Note 2 in the Notes to Consolidated Financial Statements. These policies were followed in preparing the consolidated financial statements at and for the year ended December 31, 2022.
The Company has identified the significant accounting policies below as critical accounting policies. These critical accounting policies are those that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates. With respect to these critical accounting policies, management believes that the application of judgments and estimates is consistently applied and produces financial information that fairly presents the results of operations for all periods presented.
Impairment of Long-Lived Assets
The Company evaluates its long-lived assets, including its investment in real estate, for indicators of impairment at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal, regulatory and environmental concerns, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted. Assessing impairment can be complex and involves a high degree of subjectivity in determining if indicators are present and in estimating the future undiscounted cash flows or the fair value of an asset. In particular, these estimates are sensitive to significant assumptions, including the estimation of future rental revenues, operating expenses, discount and capitalization rates and our intent and ability to hold the related asset, all of which could be affected by our expectations about future market or economic conditions. Assumptions are primarily subject to property-specific characteristics, especially with respect to our intent and ability to hold the related asset. While these property-specific assumptions can have a significant impact on the undiscounted cash flows or estimated fair value of a particular asset, our evaluation of the reported carrying values of long-lived assets during the current year were not particularly sensitive to external or market assumptions.
Acquisition of Investment Properties
The Company allocates the purchase price of properties that meet the definition of an asset acquisition to net tangible and identified intangible assets acquired based on their relative fair values using assumptions primarily based upon property-specific characteristics. In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired or developed and existing comparable properties in our portfolio and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible and intangible assets/liabilities acquired.
38
Funds From Operations and Normalized Funds From Operations
The following is the Company’s and the Operating Partnership’s reconciliation of net income to FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units for each of the three years ended December 31, 2022:
Funds From Operations and Normalized Funds From Operations
(Amounts in thousands)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Net income |
|
$ |
806,995 |
|
|
$ |
1,396,714 |
|
|
$ |
962,501 |
|
|
Net (income) loss attributable to Noncontrolling
|
|
|
(3,774 |
) |
|
|
(17,964 |
) |
|
|
(14,855 |
) |
|
Preferred/preference distributions |
|
|
(3,090 |
) |
|
|
(3,090 |
) |
|
|
(3,090 |
) |
|
Net income available to Common Shares and Units / Units |
|
|
800,131 |
|
|
|
1,375,660 |
|
|
|
944,556 |
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|||
|
Depreciation |
|
|
882,168 |
|
|
|
838,272 |
|
|
|
820,832 |
|
|
Depreciation – Non-real estate additions |
|
|
(4,306 |
) |
|
|
(4,277 |
) |
|
|
(4,564 |
) |
|
Depreciation – Partially Owned Properties |
|
|
(2,640 |
) |
|
|
(3,673 |
) |
|
|
(3,345 |
) |
|
Depreciation – Unconsolidated Properties |
|
|
2,898 |
|
|
|
2,487 |
|
|
|
2,454 |
|
|
Net (gain) loss on sales of unconsolidated entities - operating assets |
|
|
(9 |
) |
|
|
(1,304 |
) |
|
|
(1,636 |
) |
|
Net (gain) loss on sales of real estate properties |
|
|
(304,325 |
) |
|
|
(1,072,183 |
) |
|
|
(531,807 |
) |
|
Noncontrolling Interests share of gain (loss) on sales
|
|
|
— |
|
|
|
15,650 |
|
|
|
11,655 |
|
|
FFO available to Common Shares and Units / Units (1) (3) (4) |
|
|
1,373,917 |
|
|
|
1,150,632 |
|
|
|
1,238,145 |
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|||
|
Impairment – non-operating real estate assets |
|
|
— |
|
|
|
16,769 |
|
|
|
— |
|
|
Write-off of pursuit costs |
|
|
4,780 |
|
|
|
6,526 |
|
|
|
6,869 |
|
|
Debt extinguishment and preferred share redemption (gains) losses |
|
|
4,664 |
|
|
|
744 |
|
|
|
39,292 |
|
|
Non-operating asset (gains) losses |
|
|
2,368 |
|
|
|
(22,283 |
) |
|
|
(32,590 |
) |
|
Other miscellaneous items |
|
|
(13,901 |
) |
|
|
8,976 |
|
|
|
4,652 |
|
|
Normalized FFO available to Common Shares and Units / Units (2) (3) (4) |
|
$ |
1,371,828 |
|
|
$ |
1,161,364 |
|
|
$ |
1,256,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
FFO (1) (3) |
|
$ |
1,377,007 |
|
|
$ |
1,153,722 |
|
|
$ |
1,241,235 |
|
|
Preferred/preference distributions |
|
|
(3,090 |
) |
|
|
(3,090 |
) |
|
|
(3,090 |
) |
|
FFO available to Common Shares and Units / Units (1) (3) (4) |
|
$ |
1,373,917 |
|
|
$ |
1,150,632 |
|
|
$ |
1,238,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Normalized FFO (2) (3) |
|
$ |
1,374,918 |
|
|
$ |
1,164,454 |
|
|
$ |
1,259,458 |
|
|
Preferred/preference distributions |
|
|
(3,090 |
) |
|
|
(3,090 |
) |
|
|
(3,090 |
) |
|
Normalized FFO available to Common Shares and Units / Units (2) (3) (4) |
|
$ |
1,371,828 |
|
|
$ |
1,161,364 |
|
|
$ |
1,256,368 |
|
39
Item 7A. Quantitative and Qualita tive Disclosures about Market Risk
The Company is exposed to market risk from financial instruments primarily from changes in interest rates. Such risks derive from the refinancing of debt maturities, from exposure to interest rate fluctuations on floating rate debt and from derivative instruments utilized to swap fixed rate debt to floating or to hedge rates in anticipation of future debt issuances. Our operating results are, therefore, affected by changes in short-term interest rates, primarily SOFR, London Interbank Offered Rate ("LIBOR") and Securities Industry and Financial Markets Association (“SIFMA”) indices, which directly impact borrowings under our revolving credit facility and/or interest on secured and unsecured borrowings contractually tied to such rates. Short-term interest rates also indirectly affect the discount on notes issued under our commercial paper program. Additionally, we have exposure to long-term interest rates, particularly U.S. Treasuries, as they are utilized to price our long-term borrowings and therefore affect the cost of refinancing existing debt or incurring additional debt.
The Alternative Reference Rates Committee (the “ARRC”) has identified SOFR as the preferred alternative rate for USD LIBOR. As part of the transition process that is now under way, LIBOR is no longer published for certain tenors and key USD settings are expected to be discontinued by June 2023. SOFR is now the primary basis for determining interest payments on borrowings on the Company’s $2.5 billion revolving credit facility. We are closely monitoring the evolution of practices in the credit markets and we do not expect such transition to have a material impact on the Company’s financial position or cash flows.
The Company monitors and manages interest rates as part of its risk management process, by targeting adequate levels of floating rate exposure and an appropriate debt maturity profile. From time to time, we may utilize derivative instruments to manage interest rate exposure and to comply with the requirements of certain lenders, but not for trading or speculative purposes.
The Company had total variable rate debt of $0.5 billion, representing 6.4% of total debt, and $0.6 billion, representing 7.3% of total debt, as of December 31, 2022 and 2021, respectively. If interest rates had been 100 basis points higher in 2022 and 2021 and average balances coincided with year end balances, our annual interest expense would have been $4.7 million and $6.1 million higher, respectively. Unsecured notes issued under the Company’s commercial paper program are treated as variable rate debt for the purposes of this calculation even though they do not have a stated interest rate, given their short-term nature. The effect of derivatives, if applicable, is also considered when computing the total amount of variable rate debt.
Changes in interest rates also affect the estimated fair market value of our fixed rate debt, computed using a discounted cash flow model. As of December 31, 2022, the Company had total outstanding fixed rate debt of $7.0 billion, or 93.6% of total debt, with an estimated fair market value of $6.2 billion. If interest rates had been 100 basis points lower as of December 31, 2022, the estimated fair market value would have increased by approximately $397.5 million. As of December 31, 2021, the Company had total outstanding fixed rate debt of $7.7 billion, or 92.7% of total debt, with an estimated fair market value of $8.4 billion. If interest rates had been 100 basis points lower as of December 31, 2021, the estimated fair market value would have increased by approximately $637.2 million.
40
As of December 31, 2022, the Company’s derivative instruments had a net asset fair value of approximately $20.7 million. If interest rates increased by 35 basis points across the curve relative to market quotes as of December 31, 2022 (a 10% upward “parallel shift”), the net asset fair value of the Company’s derivative instruments would be approximately $39.4 million. If interest rates decreased by 35 basis points (a 10% downward “parallel shift”), the net asset fair value of the Company’s derivative instruments would be approximately $1.5 million.
These amounts were determined by considering the impact of hypothetical interest rates on the Company’s financial instruments. These analyses do not consider the effects of the changes in overall economic activity that could exist in such an environment. Further, in the event of changes of such magnitude, management would likely take actions to further mitigate its exposure to these changes. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in the Company’s financial structure or results.
The Company cannot predict the effect of adverse changes in interest rates on its debt and derivative instruments and, therefore, its exposure to market risk, nor can there be any assurance that long-term debt will be available at advantageous pricing. Consequently, future results may differ materially from the estimated adverse changes discussed above.
Item 8. Financial Stateme nts and Supplementary Data
See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.
Item 9. Changes in and Disagreements with Acco untants on Accounting and Financial Disclosure
None.
Item 9A. Control s and Procedures
Equity Residential
(a) Evaluation of Disclosure Controls and Procedures:
Effective as of December 31, 2022, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
(b) Management’s Report on Internal Control over Financial Reporting:
Equity Residential’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.
Based on the Company’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, 2022. Our internal control over financial reporting has been audited as of December 31, 2022 by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.
(c) Changes in Internal Control over Financial Reporting:
There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
41
ERP Operating Limited Partnership
(a) Evaluation of Disclosure Controls and Procedures:
Effective as of December 31, 2022, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
(b) Management’s Report on Internal Control over Financial Reporting:
ERP Operating Limited Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of EQR, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.
Based on the Operating Partnership’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, 2022. Our internal control over financial reporting has been audited as of December 31, 2022 by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.
(c) Changes in Internal Control over Financial Reporting:
There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation referred to above that occurred during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign J urisdictions that Prevent Inspections
Not applicable.
42
PART III
Items 10, 11, 1 2, 13 and 14.
Trustees, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships and Related Transactions, and Trustee Independence; and Principal Accountant Fees and Services
The information required by Item 10, Item 11, Item 12 (with the exception of the Equity Compensation Plan Information provided below), Item 13 and Item 14 is incorporated by reference to, and will be contained in, Equity Residential’s Proxy Statement, which the Company intends to file no later than 120 days after the end of its fiscal year ended December 31, 2022, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K. Equity Residential is the general partner and 96.8% owner of ERP Operating Limited Partnership.
Equity Compensation Plan Information
The following table provides information as of December 31, 2022 with respect to the Company’s Common Shares that may be issued under its existing equity compensation plans.
|
Plan Category |
|
Number of securities
|
|
Weighted-average
|
|
Number of securities
|
|
|
|
(a) (1) |
|
(b) (1) |
|
(c) (2) |
|
Equity compensation plans approved by shareholders |
|
4,061,360 |
|
$62.60 |
|
11,407,237 |
|
Equity compensation plans not approved by shareholders |
|
N/A |
|
N/A |
|
N/A |
On June 27, 2019, the shareholders of EQR approved the Company's 2019 Plan and the Company filed a Form S-8 registration statement to register 11,331,958 Common Shares under this plan. As of December 31, 2022, 8,920,638 shares were available for future issuance. The 2019 Plan expires on June 27, 2029.
Any Common Shares issued pursuant to EQR’s incentive equity compensation and employee share purchase plans will result in ERPOP issuing OP Units to EQR on a one-for-one basis, with ERPOP receiving the net cash proceeds of such issuances.
43
PART IV
Item 15. Exhibit and Fina ncial Statement Schedules
(a) The following documents are filed as part of this Report:
Item 16. Form 10-K Summary
None.
44
EXHIBIT INDEX
The exhibits listed below are filed as part of this report. References to exhibits or other filings under the caption “Location” indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. The Commission file numbers for our Exchange Act filings referenced below are 1-12252 (Equity Residential) and 0-24920 (ERP Operating Limited Partnership).
|
Exhibit |
|
Description |
|
Location |
|
3.1 |
|
Articles of Restatement of Declaration of Trust of Equity Residential dated December 9, 2004. |
|
Included as Exhibit 3.1 to Equity Residential’s Form 10-K for the year ended December 31, 2004. |
|
|
|
|
|
|
|
3.2 |
|
Eighth Amended and Restated Bylaws of Equity Residential, effective as of October 1, 2015. |
|
Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on October 1, 2015. |
|
|
|
|
|
|
|
3.3 |
|
|
Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on November 20, 2017. |
|
|
|
|
|
|
|
|
3.4 |
|
|
Included as Exhibit 3.1 to Equity Residential's Form 8-K dated May 4, 2020, filed on May 8, 2020. |
|
|
|
|
|
|
|
|
3.5 |
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated March 18, 2021, filed on March 24, 2021. |
|
|
|
|
|
|
|
|
4.1 |
|
|
Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2019. |
|
|
|
|
|
|
|
|
4.2 |
|
|
Included as Exhibit 4.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2019. |
|
|
|
|
|
|
|
|
4.3 |
|
|
Included as Exhibit 4.3 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2021. |
|
|
|
|
|
|
|
|
4.4 |
|
Indenture, dated October 1, 1994, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A., as successor trustee (“Indenture”). |
|
Included as Exhibit 4(a) to ERP Operating Limited Partnership’s Form S-3 filed on October 7, 1994. ** |
|
|
|
|
|
|
|
4.5 |
|
First Supplemental Indenture to Indenture, dated as of September 9, 2004. |
|
Included as Exhibit 4.2 to ERP Operating Limited Partnership’s Form 8-K, filed on September 10, 2004. |
|
|
|
|
|
|
|
4.6 |
|
Second Supplemental Indenture to Indenture, dated as of August 23, 2006. |
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated August 16, 2006, filed on August 23, 2006. |
|
|
|
|
|
|
|
4.7 |
|
Third Supplemental Indenture to Indenture, dated as of June 4, 2007. |
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007. |
|
|
|
|
|
|
|
4.8 |
|
Fourth Supplemental Indenture to Indenture, dated as of December 12, 2011. |
|
Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011. |
|
|
|
|
|
|
|
4.9 |
|
Fifth Supplemental Indenture to Indenture, dated as of February 1, 2016. |
|
Included as Exhibit 4.6 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2015. |
|
|
|
|
|
|
|
4.10 |
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015. |
|
|
|
|
|
|
|
|
4.11 |
|
|
Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on August 13, 1996. |
|
|
|
|
|
|
|
|
4.12 |
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated October 4, 2016, filed on October 7, 2016. |
|
|
|
|
|
|
|
|
4.13 |
|
|
Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017. |
|
|
|
|
|
|
|
|
4.14 |
|
|
Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 1, 2018, filed on February 6, 2018. |
|
|
|
|
|
|
|
|
4.15 |
|
|
Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated November 28, 2018, filed on November 29, 2018. |
45
|
|
|
|
|
|
|
4.16 |
|
|
Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 17, 2019, filed on June 20, 2019. |
|
|
|
|
|
|
|
|
4.17 |
|
|
Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated August 20, 2019, filed on August 22, 2019. |
|
|
|
|
|
|
|
|
4.18 |
|
|
Included as Exhibit 4.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated August 3, 2021, filed on August 5, 2021. |
|
|
|
|
|
|
|
|
4.19 |
|
|
Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated June 16, 2014, filed on June 18, 2014. |
|
|
|
|
|
|
|
|
4.20 |
|
|
Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015. |
|
|
|
|
|
|
|
|
4.21 |
|
|
Included as Exhibit 4.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated July 31, 2017, filed on August 2, 2017. |
|
|
|
|
|
|
|
|
10.1 |
* |
Noncompetition Agreement (Zell). |
|
Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158. ** |
|
|
|
|
|
|
|
10.2 |
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated October 26, 2022, filed on October 27, 2022. |
|
|
|
|
|
|
|
|
10.3 |
|
Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P. |
|
Included as Exhibit 10.16 to Equity Residential's Form 10-K for the year ended December 31, 1999. |
|
|
|
|
|
|
|
10.4 |
* |
|
Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 27, 2019, filed on July 1, 2019. |
|
|
|
|
|
|
|
|
10.5 |
* |
|
Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 16, 2011, filed on June 22, 2011. |
|
|
|
|
|
|
|
|
10.6 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012. |
|
|
|
|
|
|
|
|
10.7 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013. |
|
|
|
|
|
|
|
|
10.8 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2014. |
|
|
|
|
|
|
|
|
10.9 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2014. |
|
|
|
|
|
|
|
|
10.10 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2016. |
|
|
|
|
|
|
|
|
10.11 |
* |
|
Included as Exhibit 10.18 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2016. |
|
|
|
|
|
|
|
|
10.12 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2017. |
|
|
|
|
|
|
|
|
10.13 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2018. |
|
|
|
|
|
|
|
|
10.14 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2022. |
|
|
|
|
|
|
|
46
|
10.15 |
* |
Form of Change in Control/Severance Agreement between the Company and other executive officers. |
|
Included as Exhibit 10.13 to Equity Residential's Form 10-K for the year ended December 31, 2001. |
|
|
|
|
|
|
|
10.16 |
* |
|
Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2009. |
|
|
|
|
|
|
|
|
10.17 |
* |
Form of Indemnification Agreement between the Company and each trustee and executive officer. |
|
Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2003. |
|
|
|
|
|
|
|
10.18 |
* |
|
Included as Exhibit 10.24 to Equity Residential's Form 10-K for the year ended December 31, 2006. |
|
|
|
|
|
|
|
|
10.19 |
* |
Retirement Benefits Agreement between Samuel Zell and the Company dated October 18, 2001. |
|
Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2001. |
|
|
|
|
|
|
|
10.20 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2018. |
|
|
|
|
|
|
|
|
10.21 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2020. |
|
|
|
|
|
|
|
|
10.22 |
* |
|
Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2017. |
|
|
|
|
|
|
|
|
10.23 |
* |
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2020. |
|
|
|
|
|
|
|
10.24 |
* |
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2022. |
|
|
|
|
|
|
|
|
10.25 |
* |
|
Included as Exhibit 10.2 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2008. |
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10.26 |
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Included as Exhibit 1.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May 18, 2022. |
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10.27 |
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Included as Exhibit 1.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on May 18, 2022. |
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10.28 |
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Archstone Residual JV, LLC Limited Liability Company Agreement. |
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Included as Exhibit 10.3 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. |
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10.29 |
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Archstone Parallel Residual JV, LLC Limited Liability Company Agreement. |
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Included as Exhibit 10.4 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. |
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10.30 |
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Archstone Parallel Residual JV 2, LLC Limited Liability Company Agreement. |
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Included as Exhibit 10.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. |
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10.31 |
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Legacy Holdings JV, LLC Limited Liability Company Agreement. |
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Included as Exhibit 10.6 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013. |
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21 |
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List of Subsidiaries of Equity Residential and ERP Operating Limited Partnership. |
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Attached herein. |
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23.1 |
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Attached herein. |
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23.2 |
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Consent of Ernst & Young LLP - ERP Operating Limited Partnership. |
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Attached herein. |
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24 |
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See the signature page to this report. |
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31.1 |
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Equity Residential - Certification of Mark J. Parrell, Chief Executive Officer. |
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Attached herein. |
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31.2 |
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Equity Residential - Certification of Robert A. Garechana, Chief Financial Officer. |
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Attached herein. |
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47
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31.3 |
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Attached herein. |
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31.4 |
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Attached herein. |
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32.1 |
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Attached herein. |
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32.2 |
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Attached herein. |
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32.3 |
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Attached herein. |
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32.4 |
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Attached herein. |
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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*Management contracts and compensatory plans or arrangements filed as exhibits to this report are identified by an asterisk.
**Filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T.
48
SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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EQUITY RESIDENTIAL |
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By: |
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/s/ Mark J. Parrell |
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Mark J. Parrell President and Chief Executive Officer (Principal Executive Officer) |
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Date: |
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February 16, 2023 |
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ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL ITS GENERAL PARTNER |
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By: |
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/s/ Mark J. Parrell |
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Mark J. Parrell President and Chief Executive Officer (Principal Executive Officer) |
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Date: |
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February 16, 2023 |
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
POWER OF AT TORNEY
KNOW ALL MEN/WOMEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Mark J. Parrell, Robert A. Garechana and Ian S. Kaufman, or any of them, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to do all acts and things which said attorneys and agents, or any of them, deem advisable to enable the company to comply with the Securities Exchange Act of 1934, as amended, and any requirements or regulations of the Securities and Exchange Commission in respect thereof, in connection with the company’s filing of an annual report on Form 10-K for the company’s fiscal year 2022, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his or her name as a trustee or officer, or both, of the company, as indicated below opposite his or her signature, to the Form 10-K, and any amendment thereto; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each registrant and in the capacities set forth below and on the dates indicated:
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Name |
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Title |
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Date |
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/s/ Mark J. Parrell |
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President, Chief Executive Officer and Trustee |
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February 16, 2023 |
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Mark J. Parrell |
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(Principal Executive Officer) |
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/s/ Robert A. Garechana |
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Executive Vice President and Chief Financial Officer |
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February 16, 2023 |
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Robert A. Garechana |
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(Principal Financial Officer) |
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/s/ Ian S. Kaufman |
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Senior Vice President and Chief Accounting Officer |
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February 16, 2023 |
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Ian S. Kaufman |
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(Principal Accounting Officer) |
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/s/ Angela M. Aman |
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Trustee |
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February 16, 2023 |
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Angela M. Aman |
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/s/ Linda Walker Bynoe |
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Trustee |
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February 16, 2023 |
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Linda Walker Bynoe |
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/s/ Mary Kay Haben |
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Trustee |
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February 16, 2023 |
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Mary Kay Haben |
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/s/ T. Zia Huque |
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Trustee |
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February 16, 2023 |
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T. Zia Huque |
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/s/ John E. Neal |
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Trustee |
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February 16, 2023 |
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John E. Neal |
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/s/ David J. Neithercut |
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Trustee |
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February 16, 2023 |
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David J. Neithercut |
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/s/ Mark S. Shapiro |
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Trustee |
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February 16, 2023 |
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Mark S. Shapiro |
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/s/ Stephen E. Sterrett |
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Trustee |
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February 16, 2023 |
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Stephen E. Sterrett |
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/s/ Samuel Zell |
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Chairman of the Board of Trustees |
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February 16, 2023 |
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Samuel Zell |
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
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PAGE |
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FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT |
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F- 2 to F- 3 |
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F- 4 to F- 5 |
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F- 6 |
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F- 7 |
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Financial Statements of Equity Residential: |
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Consolidated Balance Sheets as of December 31, 2022 and 2021 |
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F- 8 |
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F- 9 to F- 10 |
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Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 |
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F- 11 to F- 13 |
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Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 20 20 |
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F- 14 to F- 15 |
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Financial Statements of ERP Operating Limited Partnership: |
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Consolidated Balance Sheets as of December 31, 2022 and 2021 |
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F- 16 |
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F- 17 to F- 18 |
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Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 |
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F- 19 to F- 21 |
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Consolidated Statements of Changes in Capital for the years ended December 31, 2022, 2021 and 20 20 |
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F- 22 to F- 23 |
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F- 24 to F- 56 |
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SCHEDULE FILED AS PART OF THIS REPORT |
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S- 1 to S- 12 |
All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the consolidated financial statements or notes thereto.
REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trustees of Equity Residential
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Equity Residential (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 16, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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|
Impairment of Long-Lived Assets |
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|
|
|
Description of the Matter |
At December 31, 2022, the Company’s net investment in real estate was approximately $19.1 billion. As more fully described in Note 2 to the consolidated financial statements, the Company periodically evaluates its long-lived assets, including its investment in real estate, for impairment. The judgments and assumptions regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal and environmental concerns, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties. If the expected future undiscounted cash flows are less than the carrying amount of the long-lived asset, an impairment loss is recognized for the difference between the estimated fair value and the carrying amount. Auditing the Company's process to evaluate indicators of impairment was complex due to a high degree of subjectivity in the identification of events or changes in circumstances that may indicate impairment was present. Changes in these judgments could have a material impact on the Company’s analysis. |
F- 2
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|
|
|
How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s long-lived asset impairment evaluation, including controls over management’s determination and review of the significant assumptions used in the analyses described above. We performed audit procedures that included, among others, evaluating the judgments used by management to identify whether indicators of impairment were present and testing the significant assumptions and completeness and accuracy of market and operating data used by the Company in its analyses. We reviewed costs incurred on development properties. We compared the significant assumptions used by management to current market data and performed sensitivity analyses of certain significant assumptions, such as market capitalization rates. We also held discussions with management and read the minutes of meetings of the Board of Trustees and related committees to understand whether there were any changes in management’s operating and development plans that would result in the disposal of a property significantly before the end of its useful life. |
|
|
|
/s/ ERNST & YOUNG LLP |
|
|
|
ERNST & YOUNG LLP |
|
We have served as the Company’s auditor since 1996. |
|
|
|
Chicago, Illinois |
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|
|
February 16, 2023 |
|
|
F- 3
REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM
To the Partners of ERP Operating Limited Partnership
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ERP Operating Limited Partnership (the Operating Partnership) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 16, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
|
|
Impairment of Long-Lived Assets |
|
|
|
|
Description of the Matter |
At December 31, 2022, the Operating Partnership’s net investment in real estate was approximately $19.1 billion. As more fully described in Note 2 to the consolidated financial statements, the Operating Partnership periodically evaluates its long-lived assets, including its investment in real estate, for impairment. The judgments and assumptions regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal and environmental concerns, the Operating Partnership’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties. If the expected future undiscounted cash flows are less than the carrying amount of the long-lived asset, an impairment loss is recognized for the difference between the estimated fair value and the carrying amount. Auditing the Operating Partnership's process to evaluate indicators of impairment was complex due to a high degree of subjectivity in the identification of events or changes in circumstances that may indicate impairment was present. Changes in these judgments could have a material impact on the Operating Partnership’s analysis. |
F- 4
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|
|
|
How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Operating Partnership’s long-lived asset impairment evaluation, including controls over management’s determination and review of the significant assumptions used in the analyses described above. We performed audit procedures that included, among others, evaluating the judgments used by management to identify whether indicators of impairment were present and testing the significant assumptions and completeness and accuracy of market and operating data used by the Operating Partnership in its analyses. We reviewed costs incurred on development properties. We compared the significant assumptions used by management to current market data and performed sensitivity analyses of certain significant assumptions, such as market capitalization rates. We also held discussions with management and read the minutes of meetings of the Board of Trustees and related committees to understand whether there were any changes in management’s operating and development plans that would result in the disposal of a property significantly before the end of its useful life. |
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/s/ ERNST & YOUNG LLP |
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|
ERNST & YOUNG LLP |
|
We have served as the Operating Partnership’s auditor since 1996. |
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|
Chicago, Illinois |
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|
February 16, 2023 |
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|
F- 5
REPORT OF INDEPENDENT REGISTE RED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trustees of Equity Residential
Opinion on Internal Control Over Financial Reporting
We have audited Equity Residential’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Equity Residential (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 16, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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|
|
/s/ ERNST & YOUNG LLP |
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|
|
ERNST & YOUNG LLP |
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Chicago, Illinois |
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|
|
February 16, 2023 |
|
|
F- 6
REPORT OF INDEPENDENT REGISTE RED PUBLIC ACCOUNTING FIRM
To the Partners of ERP Operating Limited Partnership
Opinion on Internal Control Over Financial Reporting
We have audited ERP Operating Limited Partnership’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, ERP Operating Limited Partnership (the Operating Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Operating Partnership as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 16, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
|
|
|
/s/ ERNST & YOUNG LLP |
|
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|
ERNST & YOUNG LLP |
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Chicago, Illinois |
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|
February 16, 2023 |
|
|
F- 7
EQUITY RESIDENTIAL
CONSOLIDATED B ALANCE SHEETS
(Amounts in thousands except for share amounts)
|
|
|
December 31, |
|
|
December 31, |
|
||
|
|
|
2022 |
|
|
2021 |
|
||
|
ASSETS |
|
|
|
|
|
|
||
|
Land |
|
$ |
|
|
|
$ |
|
|
|
Depreciable property |
|
|
|
|
|
|
|
|
|
Projects under development |
|
|
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|
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|
Land held for development |
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|
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|
|
|
Investment in real estate |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
(
|
) |
|
|
(
|
) |
|
Investment in real estate, net |
|
|
|
|
|
|
|
|
|
Investments in unconsolidated entities |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
Restricted deposits |
|
|
|
|
|
|
|
|
|
Right-of-use assets |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND EQUITY |
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||
|
Liabilities: |
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|
|
|
|
||
|
Mortgage notes payable, net |
|
$ |
|
|
|
$ |
|
|
|
Notes, net |
|
|
|
|
|
|
|
|
|
Line of credit and commercial paper |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
|
|
|
Accrued interest payable |
|
|
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|
|
|
|
|
|
Lease liabilities |
|
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|
|
|
|
|
|
|
Other liabilities |
|
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|
|
|
|
|
|
|
Security deposits |
|
|
|
|
|
|
|
|
|
Distributions payable |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
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|
|
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|
|
|
|
|
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|
|
|
|
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||
|
|
|
|
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|
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||
|
|
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|
|
|
|
|
||
|
Redeemable Noncontrolling Interests – Operating Partnership |
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
||
|
Shareholders' equity: |
|
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|
|
|
|
||
|
Preferred Shares of beneficial interest, $
|
|
|
|
|
|
|
|
|
|
Common Shares of beneficial interest, $
|
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|
|
|
|
|
|
|
|
Paid in capital |
|
|
|
|
|
|
|
|
|
Retained earnings |
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) |
|
|
(
|
) |
|
|
(
|
) |
|
Total shareholders’ equity |
|
|
|
|
|
|
|
|
|
Noncontrolling Interests: |
|
|
|
|
|
|
||
|
Operating Partnership |
|
|
|
|
|
|
|
|
|
Partially Owned Properties |
|
|
(
|
) |
|
|
|
|
|
Total Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
|
|
|
$ |
|
|
See accompanying notes
F- 8
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS O F OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands except per share data)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
REVENUES |
|
|
|
|
|
|
|
|
|
|||
|
Rental income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|||
|
Property and maintenance |
|
|
|
|
|
|
|
|
|
|
|
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|
Real estate taxes and insurance |
|
|
|
|
|
|
|
|
|
|
|
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|
Property management |
|
|
|
|
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|
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|
|
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|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Net gain (loss) on sales of real estate properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
|
— |
|
|
|
(
|
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Interest and other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Interest: |
|
|
|
|
|
|
|
|
|
|||
|
Expense incurred, net |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Amortization of deferred financing costs |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Income before income and other taxes, income (loss) from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income and other tax (expense) benefit |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Income (loss) from investments in unconsolidated entities |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net gain (loss) on sales of land parcels |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (income) loss attributable to Noncontrolling Interests: |
|
|
|
|
|
|
|
|
|
|||
|
Operating Partnership |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Partially Owned Properties |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net income attributable to controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred distributions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net income available to Common Shares |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Earnings per share – basic: |
|
|
|
|
|
|
|
|
|
|||
|
Net income available to Common Shares |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average Common Shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Earnings per share – diluted: |
|
|
|
|
|
|
|
|
|
|||
|
Net income available to Common Shares |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average Common Shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
F- 9
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPR EHENSIVE INCOME (Continued)
(Amounts in thousands except per share data)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|||
|
Other comprehensive income (loss) – derivative instruments: |
|
|
|
|
|
|
|
|
|
|||
|
Unrealized holding gains (losses) arising during the year |
|
|
|
|
|
|
— |
|
|
|
(
|
) |
|
Losses reclassified into earnings from other comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (income) attributable to Noncontrolling Interests |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Comprehensive income attributable to controlling interests |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Se e accompanying notes
F- 10
EQUITY RESIDENTIAL
CONSOLIDATED STATEM ENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|||
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of above/below market lease intangibles |
|
|
— |
|
|
|
(
|
) |
|
|
(
|
) |
|
Amortization of discounts and premiums on debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred settlements on derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of right-of-use assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Write-off of pursuit costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Income) loss from investments in unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from unconsolidated entities – return on capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss on sales of real estate properties |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net (gain) loss on sales of land parcels |
|
|
— |
|
|
|
(
|
) |
|
|
(
|
) |
|
Net (gain) loss on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Realized/unrealized (gain) loss on derivative instruments |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Realized (gain) loss on sale of investment securities |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Compensation paid with Company Common Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating activities, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
|
(Increase) decrease in other assets |
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
Increase (decrease) in accounts payable and accrued expenses |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Increase (decrease) in accrued interest payable |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
Increase (decrease) in lease liabilities |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Increase (decrease) in other liabilities |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
Increase (decrease) in security deposits |
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate – acquisitions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Investment in real estate – development/other |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Capital expenditures to real estate |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Non-real estate capital additions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Interest capitalized for real estate and unconsolidated entities under development |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Proceeds from disposition of real estate, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in unconsolidated entities – acquisitions |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Investments in unconsolidated entities – development/other |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Distributions from unconsolidated entities – return of capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of investment securities and other investments |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Proceeds from sale of investment securities |
|
|
|
|
|
|
|
|
|
|
— |
|
|
Net cash provided by (used for) investing activities |
|
|
|
|
|
|
(
|
) |
|
|
|
|
See accompanying notes
F- 11
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
Debt financing costs |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Mortgage notes payable, net: |
|
|
|
|
|
|
|
|
|
|||
|
Proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lump sum payoffs |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Scheduled principal repayments |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net gain (loss) on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
(
|
) |
|
Notes, net: |
|
|
|
|
|
|
|
|
|
|||
|
Proceeds |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Lump sum payoffs |
|
|
(
|
) |
|
|
— |
|
|
|
(
|
) |
|
Net gain (loss) on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
(
|
) |
|
Line of credit and commercial paper: |
|
|
|
|
|
|
|
|
|
|||
|
Line of credit proceeds |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Line of credit repayments |
|
|
— |
|
|
|
(
|
) |
|
|
(
|
) |
|
Commercial paper proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper repayments |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Proceeds from (payments on) settlement of derivative instruments |
|
|
— |
|
|
|
— |
|
|
|
(
|
) |
|
Finance ground lease principal payments |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Proceeds from sale of Common Shares |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Proceeds from Employee Share Purchase Plan (ESPP) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of options |
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of offering costs |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Other financing activities, net |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Acquisition of Noncontrolling Interests – Partially Owned Properties |
|
|
(
|
) |
|
|
— |
|
|
|
— |
|
|
Contributions – Noncontrolling Interests – Partially Owned Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions – Noncontrolling Interests – Operating Partnership |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Distributions: |
|
|
|
|
|
|
|
|
|
|||
|
Common Shares |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Preferred Shares |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Noncontrolling Interests – Operating Partnership |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Noncontrolling Interests – Partially Owned Properties |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net cash provided by (used for) financing activities |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net increase (decrease) in cash and cash equivalents and restricted deposits |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
Cash and cash equivalents and restricted deposits, beginning of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted deposits, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Cash and cash equivalents and restricted deposits, end of year |
|
|
|
|
|
|
|
|
|
|||
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Restricted deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents and restricted deposits, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
See accompanying notes
F- 12
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
SUPPLEMENTAL INFORMATION: |
|
|
|
|
|
|
|
|
|
|||
|
Cash paid for interest, net of amounts capitalized |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net cash paid (received) for income and other taxes |
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
Amortization of deferred financing costs: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate, net |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Other assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Mortgage notes payable, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Notes, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Amortization of discounts and premiums on debt: |
|
|
|
|
|
|
|
|
|
|||
|
Mortgage notes payable, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Notes, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Amortization of deferred settlements on derivative instruments: |
|
|
|
|
|
|
|
|
|
|||
|
Other liabilities |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Accumulated other comprehensive income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Write-off of pursuit costs: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Investments in unconsolidated entities |
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
Other assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Accounts payable and accrued expenses |
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
(Income) loss from investments in unconsolidated entities: |
|
|
|
|
|
|
|
|
|
|||
|
Investments in unconsolidated entities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Other liabilities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Realized/unrealized (gain) loss on derivative instruments: |
|
|
|
|
|
|
|
|
|
|||
|
Other assets |
|
$ |
(
|
) |
|
$ |
— |
|
|
$ |
— |
|
|
Other liabilities |
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Accumulated other comprehensive income |
|
$ |
|
|
|
$ |
— |
|
|
$ |
(
|
) |
|
Interest capitalized for real estate and unconsolidated entities under development: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate, net |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Investments in unconsolidated entities |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
— |
|
|
Investments in unconsolidated entities – development/other: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate, net |
|
$ |
— |
|
|
$ |
|
|
|
$ |
— |
|
|
Investments in unconsolidated entities |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Other liabilities |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Debt financing costs: |
|
|
|
|
|
|
|
|
|
|||
|
Other assets |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
(
|
) |
|
Mortgage notes payable, net |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Notes, net |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
— |
|
|
Right-of-use assets and lease liabilities initial measurement and reclassifications: |
|
|
|
|
|
|
|
|
|
|||
|
Right-of-use assets |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
— |
|
|
Lease liabilities |
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
— |
|
|
Non-cash share distribution and other transfers from unconsolidated entities: |
|
|
|
|
|
|
|
|
|
|||
|
Investments in unconsolidated entities |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
Other assets |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
— |
|
S ee accompanying notes
F- 13
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands except per share data)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|||
|
PREFERRED SHARES |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
COMMON SHARES, $
|
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Conversion of OP Units into Common Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Shares |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Exercise of share options |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Share Purchase Plan (ESPP) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based employee compensation expense: |
|
|
|
|
|
|
|
|
|
|||
|
Restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
PAID IN CAPITAL |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Common Share Issuance: |
|
|
|
|
|
|
|
|
|
|||
|
Conversion of OP Units into Common Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Shares |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Exercise of share options |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Share Purchase Plan (ESPP) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based employee compensation expense: |
|
|
|
|
|
|
|
|
|
|||
|
Restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options |
|
|
|
|
|
|
|
|
|
|
|
|
|
ESPP discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering costs |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Supplemental Executive Retirement Plan (SERP) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Acquisition of Noncontrolling Interests – Partially Owned Properties |
|
|
(
|
) |
|
|
— |
|
|
|
— |
|
|
Change in market value of Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
Adjustment for Noncontrolling Interests ownership in Operating Partnership |
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
RETAINED EARNINGS |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net income attributable to controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share distributions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Preferred Share distributions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Accumulated other comprehensive income (loss) – derivative instruments: |
|
|
|
|
|
|
|
|
|
|||
|
Unrealized holding gains (losses) arising during the year |
|
|
|
|
|
|
— |
|
|
|
(
|
) |
|
Losses reclassified into earnings from other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|||
|
DISTRIBUTIONS |
|
|
|
|
|
|
|
|
|
|||
|
Distributions declared per Common Share outstanding |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
See accompanying notes
F- 14
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)
(Amounts in thousands except per share data)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
NONCONTROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|||
|
OPERATING PARTNERSHIP |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Issuance of restricted units to Noncontrolling Interests |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Conversion of OP Units held by Noncontrolling Interests into OP Units
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Equity compensation associated with Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Noncontrolling Interests |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Change in carrying value of Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
Adjustment for Noncontrolling Interests ownership in Operating Partnership |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
PARTIALLY OWNED PROPERTIES |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net income attributable to Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Noncontrolling Interests |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Acquisition of Noncontrolling Interests – Partially Owned Properties |
|
|
(
|
) |
|
|
— |
|
|
|
— |
|
|
Balance, end of year |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
S ee accompanying notes
F- 15
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
|
|
|
December 31, |
|
|
December 31, |
|
||
|
|
|
2022 |
|
|
2021 |
|
||
|
ASSETS |
|
|
|
|
|
|
||
|
Land |
|
$ |
|
|
|
$ |
|
|
|
Depreciable property |
|
|
|
|
|
|
|
|
|
Projects under development |
|
|
|
|
|
|
|
|
|
Land held for development |
|
|
|
|
|
|
|
|
|
Investment in real estate |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
(
|
) |
|
|
(
|
) |
|
Investment in real estate, net |
|
|
|
|
|
|
|
|
|
Investments in unconsolidated entities |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
Restricted deposits |
|
|
|
|
|
|
|
|
|
Right-of-use assets |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND CAPITAL |
|
|
|
|
|
|
||
|
Liabilities: |
|
|
|
|
|
|
||
|
Mortgage notes payable, net |
|
$ |
|
|
|
$ |
|
|
|
Notes, net |
|
|
|
|
|
|
|
|
|
Line of credit and commercial paper |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
|
|
|
Accrued interest payable |
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
|
|
|
Security deposits |
|
|
|
|
|
|
|
|
|
Distributions payable |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
Redeemable Limited Partners |
|
|
|
|
|
|
|
|
|
Capital: |
|
|
|
|
|
|
||
|
Partners’ Capital: |
|
|
|
|
|
|
||
|
Preference Units |
|
|
|
|
|
|
|
|
|
General Partner |
|
|
|
|
|
|
|
|
|
Limited Partners |
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) |
|
|
(
|
) |
|
|
(
|
) |
|
Total partners’ capital |
|
|
|
|
|
|
|
|
|
Noncontrolling Interests – Partially Owned Properties |
|
|
(
|
) |
|
|
|
|
|
Total capital |
|
|
|
|
|
|
|
|
|
Total liabilities and capital |
|
$ |
|
|
|
$ |
|
|
See accompanying notes
F- 16
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERA TIONS AND COMPREHENSIVE INCOME
(Amounts in thousands except per Unit data)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
REVENUES |
|
|
|
|
|
|
|
|
|
|||
|
Rental income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|||
|
Property and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes and insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
Property management |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Net gain (loss) on sales of real estate properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
|
— |
|
|
|
(
|
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Interest and other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Interest: |
|
|
|
|
|
|
|
|
|
|||
|
Expense incurred, net |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Amortization of deferred financing costs |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Income before income and other taxes, income (loss) from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income and other tax (expense) benefit |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Income (loss) from investments in unconsolidated entities |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net gain (loss) on sales of land parcels |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (income) loss attributable to Noncontrolling Interests – Partially Owned
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net income attributable to controlling interests |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
ALLOCATION OF NET INCOME: |
|
|
|
|
|
|
|
|
|
|||
|
Preference Units |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
General Partner |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Limited Partners |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to Units |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Earnings per Unit – basic: |
|
|
|
|
|
|
|
|
|
|||
|
Net income available to Units |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average Units outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Earnings per Unit – diluted: |
|
|
|
|
|
|
|
|
|
|||
|
Net income available to Units |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average Units outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
F- 17
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)
(Amounts in thousands except per Unit data)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|||
|
Other comprehensive income (loss) – derivative instruments: |
|
|
|
|
|
|
|
|
|
|||
|
Unrealized holding gains (losses) arising during the year |
|
|
|
|
|
|
— |
|
|
|
(
|
) |
|
Losses reclassified into earnings from other comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (income) attributable to Noncontrolling Interests –
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Comprehensive income attributable to controlling interests |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
See accompanying notes
F- 18
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEM ENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|||
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of above/below market lease intangibles |
|
|
— |
|
|
|
(
|
) |
|
|
(
|
) |
|
Amortization of discounts and premiums on debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred settlements on derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of right-of-use assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Write-off of pursuit costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Income) loss from investments in unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from unconsolidated entities – return on capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss on sales of real estate properties |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net (gain) loss on sales of land parcels |
|
|
— |
|
|
|
(
|
) |
|
|
(
|
) |
|
Net (gain) loss on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Realized/unrealized (gain) loss on derivative instruments |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Realized (gain) loss on sale of investment securities |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Compensation paid with Company Common Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating activities, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
|
(Increase) decrease in other assets |
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
Increase (decrease) in accounts payable and accrued expenses |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Increase (decrease) in accrued interest payable |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
Increase (decrease) in lease liabilities |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Increase (decrease) in other liabilities |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
Increase (decrease) in security deposits |
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate – acquisitions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Investment in real estate – development/other |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Capital expenditures to real estate |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Non-real estate capital additions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Interest capitalized for real estate and unconsolidated entities under development |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Proceeds from disposition of real estate, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in unconsolidated entities – acquisitions |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Investments in unconsolidated entities – development/other |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Distributions from unconsolidated entities – return of capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of investment securities and other investments |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Proceeds from sale of investment securities |
|
|
|
|
|
|
|
|
|
|
— |
|
|
Net cash provided by (used for) investing activities |
|
|
|
|
|
|
(
|
) |
|
|
|
|
See accompanying notes
F- 19
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|||
|
Debt financing costs |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Mortgage notes payable, net: |
|
|
|
|
|
|
|
|
|
|||
|
Proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lump sum payoffs |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Scheduled principal repayments |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net gain (loss) on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
(
|
) |
|
Notes, net: |
|
|
|
|
|
|
|
|
|
|||
|
Proceeds |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Lump sum payoffs |
|
|
(
|
) |
|
|
— |
|
|
|
(
|
) |
|
Net gain (loss) on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
(
|
) |
|
Line of credit and commercial paper: |
|
|
|
|
|
|
|
|
|
|||
|
Line of credit proceeds |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Line of credit repayments |
|
|
— |
|
|
|
(
|
) |
|
|
(
|
) |
|
Commercial paper proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper repayments |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Proceeds from (payments on) settlement of derivative instruments |
|
|
— |
|
|
|
— |
|
|
|
(
|
) |
|
Finance ground lease principal payments |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Proceeds from sale of OP Units |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Proceeds from EQR’s Employee Share Purchase Plan (ESPP) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of EQR options |
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of offering costs |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Other financing activities, net |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Acquisition of Noncontrolling Interests – Partially Owned Properties |
|
|
(
|
) |
|
|
— |
|
|
|
— |
|
|
Contributions – Noncontrolling Interests – Partially Owned Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions – Limited Partners |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Distributions: |
|
|
|
|
|
|
|
|
|
|||
|
OP Units – General Partner |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Preference Units |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
OP Units – Limited Partners |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Noncontrolling Interests – Partially Owned Properties |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net cash provided by (used for) financing activities |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net increase (decrease) in cash and cash equivalents and restricted deposits |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
Cash and cash equivalents and restricted deposits, beginning of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted deposits, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Cash and cash equivalents and restricted deposits, end of year |
|
|
|
|
|
|
|
|
|
|||
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Restricted deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents and restricted deposits, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
See accompanying notes
F- 20
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
SUPPLEMENTAL INFORMATION: |
|
|
|
|
|
|
|
|
|
|||
|
Cash paid for interest, net of amounts capitalized |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net cash paid (received) for income and other taxes |
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
Amortization of deferred financing costs: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate, net |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Other assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Mortgage notes payable, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Notes, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Amortization of discounts and premiums on debt: |
|
|
|
|
|
|
|
|
|
|||
|
Mortgage notes payable, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Notes, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Amortization of deferred settlements on derivative instruments: |
|
|
|
|
|
|
|
|
|
|||
|
Other liabilities |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Accumulated other comprehensive income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Write-off of pursuit costs: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Investments in unconsolidated entities |
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
Other assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Accounts payable and accrued expenses |
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
(Income) loss from investments in unconsolidated entities: |
|
|
|
|
|
|
|
|
|
|||
|
Investments in unconsolidated entities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Other liabilities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Realized/unrealized (gain) loss on derivative instruments: |
|
|
|
|
|
|
|
|
|
|||
|
Other assets |
|
$ |
(
|
) |
|
$ |
— |
|
|
$ |
— |
|
|
Other liabilities |
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
Accumulated other comprehensive income |
|
$ |
|
|
|
$ |
— |
|
|
$ |
(
|
) |
|
Interest capitalized for real estate and unconsolidated entities under development: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate, net |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Investments in unconsolidated entities |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
— |
|
|
Investments in unconsolidated entities – development/other: |
|
|
|
|
|
|
|
|
|
|||
|
Investment in real estate, net |
|
$ |
— |
|
|
$ |
|
|
|
$ |
— |
|
|
Investments in unconsolidated entities |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Other liabilities |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Debt financing costs: |
|
|
|
|
|
|
|
|
|
|||
|
Other assets |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
(
|
) |
|
Mortgage notes payable, net |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Notes, net |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
— |
|
|
Right-of-use assets and lease liabilities initial measurement and reclassifications: |
|
|
|
|
|
|
|
|
|
|||
|
Right-of-use assets |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
— |
|
|
Lease liabilities |
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
— |
|
|
Non-cash share distribution and other transfers from unconsolidated entities: |
|
|
|
|
|
|
|
|
|
|||
|
Investments in unconsolidated entities |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
Other assets |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
— |
|
Se e accompanying notes
F- 21
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Amounts in thousands except per Unit data)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
PARTNERS’ CAPITAL |
|
|
|
|
|
|
|
|
|
|||
|
PREFERENCE UNITS |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
GENERAL PARTNER |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
OP Unit Issuance: |
|
|
|
|
|
|
|
|
|
|||
|
Conversion of OP Units held by Limited Partners into OP Units held
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of OP Units |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Exercise of EQR share options |
|
|
|
|
|
|
|
|
|
|
|
|
|
EQR’s Employee Share Purchase Plan (ESPP) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based employee compensation expense: |
|
|
|
|
|
|
|
|
|
|||
|
EQR restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
EQR share options |
|
|
|
|
|
|
|
|
|
|
|
|
|
EQR ESPP discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to Units – General Partner |
|
|
|
|
|
|
|
|
|
|
|
|
|
OP Units – General Partner distributions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Offering costs |
|
|
(
|
) |
|
|
(
|
) |
|
|
— |
|
|
Supplemental Executive Retirement Plan (SERP) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Acquisition of Noncontrolling Interests – Partially Owned Properties |
|
|
(
|
) |
|
|
— |
|
|
|
— |
|
|
Change in market value of Redeemable Limited Partners |
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
Adjustment for Limited Partners ownership in Operating Partnership |
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
LIMITED PARTNERS |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Issuance of restricted units to Limited Partners |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Conversion of OP Units held by Limited Partners into OP Units held by
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Equity compensation associated with Units – Limited Partners |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to Units – Limited Partners |
|
|
|
|
|
|
|
|
|
|
|
|
|
Units – Limited Partners distributions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Change in carrying value of Redeemable Limited Partners |
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
Adjustment for Limited Partners ownership in Operating Partnership |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Accumulated other comprehensive income (loss) – derivative instruments: |
|
|
|
|
|
|
|
|
|
|||
|
Unrealized holding gains (losses) arising during the year |
|
|
|
|
|
|
— |
|
|
|
(
|
) |
|
Losses reclassified into earnings from other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|||
|
DISTRIBUTIONS |
|
|
|
|
|
|
|
|
|
|||
|
Distributions declared per Unit outstanding |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
See accompanying notes
F- 22
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHA NGES IN CAPITAL (Continued)
(Amounts in thousands except per Unit data)
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
NONCONTROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|||
|
NONCONTROLLING INTERESTS – PARTIALLY OWNED
|
|
|
|
|
|
|
|
|
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net income attributable to Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Noncontrolling Interests |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Acquisition of Noncontrolling Interests – Partially Owned Properties |
|
|
(
|
) |
|
|
— |
|
|
|
— |
|
|
Balance, end of year |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
S ee accompanying notes
F- 23
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equity Residential (“EQR”) is an S&P 500 company focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract affluent long-term renters, a business that is conducted on its behalf by ERP Operating Limited Partnership (“ERPOP”). EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993. References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.
EQR is the general partner of, and as of December 31, 2022 owned an approximate
As of December 31, 2022, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of
|
|
|
Properties |
|
|
Apartment Units |
|
||
|
Wholly Owned Properties |
|
|
|
|
|
|
|
|
|
Partially Owned Properties – Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis of Presentation
Due to the Company’s ability as general partner to control either through ownership or by contract the Operating Partnership and its subsidiaries, the Operating Partnership and each such subsidiary has been consolidated with the Company for financial reporting purposes, except for any unconsolidated properties/entities.
Real Estate Assets and Depreciation of Investment in Real Estate
The Company expects that substantially all of its acquisitions will be accounted for as asset acquisitions. In an asset acquisition, the Company is required to capitalize transaction costs and allocate the purchase price on a relative fair value basis (including any identified intangible assets). For the years ended December 31, 2022 and 2021, all acquisitions were considered asset acquisitions.
In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired or developed and existing comparable properties in our portfolio and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible and intangible assets/liabilities acquired. The Company allocates the purchase price of acquired real estate to various components as follows:
F- 24
Replacements inside an apartment unit such as appliances and carpeting are depreciated over an estimated useful life of
to
The Company classifies real estate assets as real estate held for sale when it is probable a property will be disposed of. The Company classifies properties under development and/or expansion and properties in the lease-up phase (including land) as construction-in-progress until construction has been completed and certificates of occupancy permits have been obtained.
Impairment of Long-Lived Assets
At least quarterly, the Company evaluates its long-lived assets, including its investment in real estate, for indicators of impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal, regulatory and environmental concerns, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted. If an impairment indicator exists, the Company performs the following:
See Note 4 for further discussion of the Company’s impairment charge on a land parcel in 2021.
Impairment of Investments in Unconsolidated Entities and Other Investments
Cost Capitalization
See the Real Estate Assets and Depreciation of Investment in Real Estate section for a discussion of the Company’s policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. For all development, capital and renovation projects,
F- 25
the Company uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Company capitalizes interest, real estate taxes and insurance, as well as payroll for those individuals directly responsible for and who spend their time on the execution and supervision of development activities. Additionally, the Company capitalizes payroll for those individuals directly responsible for and who spend their time on the execution and supervision of major capital and/or renovation projects. Capitalization ends when the asset, or a portion of the asset, is substantially completed and ready for its intended use. These costs are reflected on the balance sheets as increases to depreciable property and/or construction-in-progress.
During the years ended December 31, 2022 and 2021, the Company capitalized
$
Cash and Cash Equivalents
The Company considers all demand deposits, money market accounts and investments in certificates of deposit with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions typically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant, as the Company does not anticipate the financial institutions’ non-performance.
Fair Value of Financial Instruments
The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, where possible, bases the fair values of its financial instruments on listed market prices and third-party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.
In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company may seek to manage these risks by following established risk management policies and procedures, including the use of derivatives to hedge interest rate risk on debt instruments. The Company may also use derivatives to manage commodity prices in the daily operations of the business.
The Company has a policy of only entering into derivative contracts with major financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from these instruments nor does it anticipate any material adverse effect on its net income or financial position in the future.
The Company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. In addition, fair value adjustments will affect either shareholders’ equity/partners’ capital or net income depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity. When the terms of an underlying transaction are modified, or when the underlying transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the instrument matures. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market each period. The Company does not use derivatives for trading or speculative purposes. See Note 10 for additional derivatives discussion.
Leases and Revenue Recognition
Rental income attributable to residential leases is recorded on a straight-line basis over the term of the lease when reasonably assured they are collectible, which is not materially different than if it were recorded when due from residents and recognized monthly as it was earned. Residential apartment leases may include lease income related to such items as utility recoveries, parking rent, storage rent and pet rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same. Leases entered into between a resident and a property for the rental of an apartment unit are generally year-to-year, renewable upon consent of both parties on an annual or monthly basis.
Rental income attributable to non-residential leases is also recorded on a straight-line basis over the term of the lease when reasonably assured they are collectible. Non-residential leases may include lease income related to such items as utility recoveries, parking rent and storage rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same.
Non-residential leases generally have
to
F- 26
The majority of the Company’s revenue is derived from residential, non-residential and other lease income. Our revenue streams have the same timing and pattern of revenue recognition across our reportable segments, with consistent allocations between the lease and revenue recognition standards. The Company elected an accounting policy to account for both its lease and non-lease components (specifically common area maintenance charges) as a single lease component under the lease standard.
The Company is a lessor for its residential and non-residential leases and is a lessee for its corporate headquarters and regional offices and ground leases for land underlying current operating properties or projects under development. If applicable, lease agreements must be evaluated to determine the accounting treatment as a finance or operating lease in accordance with the lease standard.
The lease standard also requires lessees to recognize on the balance sheet: (a) a liability for the lease obligation (initially measured at the present value of the future lease payments not yet paid over the lease term); and (b) an asset for its right to use the underlying asset (initially equal to the lease liability). The Company uses estimates and judgments on the discount rate used to calculate the present value of the future lease payments. The Company uses its incremental borrowing rate as the discount rate because the Company typically cannot readily determine the rate implicit in the lease. Since the Company’s credit backs the corporate office lease obligations and the lease terms are generally
The Company’s revenue streams that are not accounted for under the lease standard include:
See Note 8 for the Company’s rental income detail allocated between the lease and revenue recognition standards.
The Company’s allowance for doubtful accounts (which offsets accounts receivable and is included within other assets on the consolidated balance sheets) and bad debts (which reduce rental income on the consolidated statements of operations and comprehensive income) have historically been very modest, particularly in our residential business, given the quality of our resident base and asset class. However, due to the impact of the novel coronavirus (“COVID-19”) pandemic and extended eviction moratoriums enacted during the pandemic, the allowance for doubtful accounts and bad debts became elevated during 2020 and remained elevated in 2021 and 2022. In accordance with the lease standard, if we determine the lease payments are not probable of collection (based on known troubled accounts, rent deferral plans granted, historical experience and other currently available evidence), we fully reserve for any unpaid amounts, deferred rent receivable, variable lease payments and straight-line receivable balances and recognize rental income only if cash is received. If the Company’s estimates of collectibility differ from the cash received, then the timing and amount of the Company’s reported revenue could be impacted. See Note 8 for additional details.
Share-Based Compensation
The Company expenses share-based compensation for employee and trustee grants of restricted shares, restricted units and share options. Any common share of beneficial interest, $
Income and Other Taxes
EQR has elected to be taxed as a REIT. This, along with the nature of the operations of its operating properties, resulted in
F- 27
taxes. The Company has elected taxable REIT subsidiary status for certain of its corporate subsidiaries and, as a result, these entities will incur both federal and state income taxes on any taxable income of such entities after consideration of any net operating losses.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) included tax provisions which increased allowable interest expense deductions for 2020 (no increases for 2021 and 2022) and increased the ability for taxpayers to use net operating losses. These provisions did not result in a material impact to the Company’s taxable income or tax liabilities.
The CARES Act also allowed corporations to request accelerated refunds of their alternative minimum tax (“AMT”) credit. Prior to enactment of this provision, the remaining credits would have been refunded in installments in 2020, 2021 and 2022. We received a refund of our remaining $
The Company’s provision for income and other tax expense (benefit) was as follows for the years ended December 31, 2022, 2021 and 2020 (amounts in thousands):
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
State and local income, franchise and excise tax (benefit) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Income and other tax expense (benefit) (1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
During the years ended December 31, 2022, 2021 and 2020, the tax character of the Company’s dividends and distributions were as follows:
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 (1) |
|
|
2021 (2) |
|
|
2020 (3) |
|
|||
|
Tax character of dividends and distributions: |
|
|
|
|
|
|
|
|
|
|||
|
Ordinary dividends |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Long-term capital gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecaptured section 1250 gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends and distributions per |
|
|
|
|
|
|
|
|
|
|||
|
Common Share/Unit outstanding |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The Company issued Internal Revenue Service (“IRS”) Form 1099-DIV to shareholders to report the tax character of Company distributions consistent with these amounts. The Company provides additional information to assist shareholders in the preparation of their tax returns.
For 2022, the Company reported an AMT preference adjustment equal to $(
Principles of Consolidation
F- 28
Investments in Unconsolidated Entities
The Company accounts for investments in unconsolidated entities under the equity method of accounting and measures the investments initially at cost. The Company subsequently adjusts the carrying amount by additional cash and non-cash contributions and distributions and its proportionate share of the earnings and losses of such entities. The proportionate share of the earnings and losses are also recognized in the consolidated statements of operations and comprehensive income. In addition, we may earn fees for providing property management services or construction oversight.
Noncontrolling Interests
A noncontrolling interest in a subsidiary (minority interest) is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and separate from the parent company’s equity. In addition, consolidated net income is required to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and the amount of consolidated net income attributable to the parent and the noncontrolling interest are required to be disclosed on the face of the consolidated statements of operations and comprehensive income. See Note 3 for further discussion.
Operating Partnership: Net income is allocated to noncontrolling interests based on their respective ownership percentage of the Operating Partnership. The ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units held by the noncontrolling interests and EQR. Issuance of additional Common Shares and OP Units changes the ownership interests of both the noncontrolling interests and EQR. Such transactions and the related proceeds are treated as capital transactions.
Partially Owned Properties: The Company reflects noncontrolling interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Company that are not wholly owned by the Company. The earnings or losses from those properties attributable to the noncontrolling interests are generally based on ownership percentage and are reflected as noncontrolling interests in partially owned properties in the consolidated statements of operations and comprehensive income.
Partners’ Capital
The “Limited Partners” of ERPOP include various individuals and entities that contributed their properties to ERPOP in exchange for OP Units. The “General Partner” of ERPOP is EQR. Net income is allocated to the Limited Partners based on their respective ownership percentage of ERPOP. The ownership percentage is calculated by dividing the number of OP Units held by the Limited Partners by the total OP Units held by the Limited Partners and the General Partner. Issuance of additional Common Shares and OP Units changes the ownership interests of both the Limited Partners and EQR. Such transactions and the related proceeds are treated as capital transactions.
Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Limited Partners
The Company classifies Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Limited Partners in the mezzanine section of the consolidated balance sheets for the portion of OP Units that EQR is required, either by contract or securities law, to deliver registered Common Shares to the exchanging OP Unit holder. The redeemable noncontrolling interest units / redeemable limited partner units are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. See Note 3 for further discussion.
Use of Estimates
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued an amendment to the debt and equity financial instruments standards which simplifies the accounting for convertible instruments and accounting for contracts in an entity’s own equity. The Company adopted the standard when effective on January 1, 2022 and it had no impact on its consolidated results of operations and financial position.
F- 29
In March 2020, the FASB issued an amendment to the reference rate reform standard which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. The new standard was effective for the Company upon issuance and elections could be made through December 31, 2024. The Company elected to apply the hedge accounting expedients and application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
In April 2020, a FASB staff question and answer document was issued which intended to reduce the challenges of evaluating the enforceable rights and obligations of leases for concessions granted to lessees in response to the COVID-19 pandemic. We elected not to evaluate whether qualifying concessions provided by the Company in response to the COVID-19 pandemic are a lease modification, subject to the criteria that the total payments under the amended lease cannot result in a substantial increase in the rights of the lessor or obligations of the lessee. We also elected to treat the concessions as though they were contemplated as part of the existing contracts and therefore will not apply lease modification rules to the qualifying lease concession amendments. As such, deferrals deemed collectible are recorded as rental receivables with no change to timing of rental revenues and deferrals deemed non-collectible and abatements reduce rental revenues in the deferral/abatement period and cause rental revenues to effectively follow a cash basis related to the changes. The accounting elections provided by the FASB mainly apply to the Company’s non-residential leases and the majority of the amendments will not require a straight-line adjustment. See Note 8 for additional discussion.
In June 2016, the FASB issued a standard which requires companies to adopt a new approach for estimating credit losses on certain types of financial instruments, such as trade and other receivables and loans. The standard requires entities to estimate a lifetime expected credit loss for most financial instruments, including trade receivables. In November 2018, the FASB issued an amendment excluding operating lease receivables accounted for under the lease standard from the scope of the credit losses standard. The Company adopted this standard as required effective January 1, 2020, and it did not have a material effect on its consolidated results of operations and financial position.
Other
The Company is the controlling partner in various consolidated partnerships ow
ning
F- 30
The Company refers to “Common Shares” and “Units” (which refer to both OP Units and restricted units) as equity securities for EQR and “General Partner Units” and “Limited Partner Units” as equity securities for ERPOP. To provide a streamlined and more readable presentation of the disclosures for the Company and the Operating Partnership, several sections below refer to the respective terminology for each with the same financial information and separate sections are provided, where needed, to further distinguish any differences in financial information and terminology.
The following table presents the changes in the Company’s issued and outstanding Common Shares and Units for the years ended December 31, 2022, 2021 and 2020:
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Common Shares |
|
|
|
|
|
|
|
|
|
|||
|
Common Shares outstanding at January 1, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares Issued: |
|
|
|
|
|
|
|
|
|
|||
|
Conversion of OP Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Shares |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Exercise of share options |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Share Purchase Plan (ESPP) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted share grants, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares outstanding at December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Units |
|
|
|
|
|
|
|
|
|
|||
|
Units outstanding at January 1, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted unit grants, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of OP Units to Common Shares |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Units outstanding at December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Shares and Units outstanding at December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Units Ownership Interest in Operating Partnership |
|
|
|
% |
|
|
|
% |
|
|
|
% |
The following table presents the changes in the Operating Partnership’s issued and outstanding General Partner Units and Limited Partner Units for the years ended December 31, 2022, 2021 and 2020:
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
General and Limited Partner Units |
|
|
|
|
|
|
|
|
|
|||
|
General and Limited Partner Units outstanding at January 1, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued to General Partner: |
|
|
|
|
|
|
|
|
|
|||
|
Issuance of OP Units |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Exercise of EQR share options |
|
|
|
|
|
|
|
|
|
|
|
|
|
EQR’s Employee Share Purchase Plan (ESPP) |
|
|
|
|
|
|
|
|
|
|
|
|
|
EQR’s restricted share grants, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued to Limited Partners: |
|
|
|
|
|
|
|
|
|
|||
|
Restricted unit grants, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Limited Partner Units outstanding at December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Partner Units |
|
|
|
|
|
|
|
|
|
|||
|
Limited Partner Units outstanding at January 1, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Partner restricted unit grants, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Limited Partner OP Units to EQR Common Shares |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Limited Partner Units outstanding at December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Partner Units Ownership Interest in Operating Partnership |
|
|
|
% |
|
|
|
% |
|
|
|
% |
The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units, are collectively referred to as the “Noncontrolling Interests – Operating Partnership” and “Limited Partners Capital,” respectively, for the Company and the Operating Partnership. Subject to certain exceptions (including the “book-up” requirements of restricted units), the Noncontrolling Interests – Operating Partnership/Limited Partners Capital may exchange their Units with EQR for Common Shares on a one-for-one basis. The carrying value of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital (including redeemable interests) is allocated based on the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total plus the total number of Common Shares/General Partner Units. Net income is allocated to the Noncontrolling Interests – Operating Partnership/Limited Partners Capital based on the weighted average ownership percentage during the period.
F- 31
The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Noncontrolling Interests – Operating Partnership/Limited Partners Capital requesting an exchange of their Noncontrolling Interests – Operating Partnership/Limited Partners Capital with EQR. Once the Operating Partnership elects not to redeem the Noncontrolling Interests – Operating Partnership/Limited Partners Capital for cash, EQR is obligated to deliver Common Shares to the exchanging holder of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital.
The Noncontrolling Interests – Operating Partnership/Limited Partners Capital are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership/Limited Partners Capital are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership” and “Redeemable Limited Partners,” respectively. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital that are classified in permanent equity at December 31, 2022 and 2021.
The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total. Such percentage of the total carrying value of Units/Limited Partner Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is then adjusted to the greater of carrying value or fair market value as described above. As of December 31, 2022 and 2021, the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners have a redemption value of approximately $
T
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Balance at January 1, |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Change in market value |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
Change in carrying value |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Balance at December 31, |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Net proceeds from EQR Common Share and Preferred Share (see definition below) offerings and proceeds from exercise of options for Common Shares are contributed by EQR to ERPOP. In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the Preferred Shares issued in the equity offering). As a result, the net proceeds from Common Shares and Preferred Shares are allocated for the Company between shareholders’ equity and Noncontrolling Interests – Operating Partnership and for the Operating Partnership between General Partner’s Capital and Limited Partners Capital to account for the change in their respective percentage ownership of the underlying equity.
The Company’s declaration of trust authorizes it to issue up to
F- 32
The following table presents the Company’s issued and outstanding Preferred Shares/Preference Units as of December 31, 2022 and 2021:
|
|
|
|
|
|
|
|
Amounts in thousands |
|
||||||
|
|
|
|
|
Annual |
|
|
|
|
|
|
|
|||
|
|
|
Call |
|
Dividend Per |
|
|
December 31, |
|
|
December 31, |
|
|||
|
|
|
Date (1) |
|
Share/Unit (2) |
|
|
2022 |
|
|
2021 |
|
|||
|
Preferred Shares/Preference Units of beneficial interest, $
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
Other
EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in May 2022 and expires in May 2025. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).
The Company has an At-The-Market (“ATM”) share offering program which allows EQR to issue Common Shares from time to time into the existing trading market at current market prices or through negotiated transactions, including under forward sale arrangements.
In May 2022, the Company replaced the prior program with a new program which extended the maturity to May 2025 and gives us the authority to issue up to
Forward sale agreements under the ATM program allow the Company, at its election, to settle the agreements by issuing Common Shares in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the agreements in whole or in part through the delivery or receipt of Common Shares or cash. Issuances of shares under these forward sale agreements are classified as equity transactions. Accordingly,
During the quarter ended September 30, 2021, the Company entered into forward sale agreements under the prior program for a total of approximately
The Company may repurchase up to
F- 33
The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of December 31, 2022 and 2021 (amounts in thousands):
|
|
|
2022 |
|
|
2021 |
|
||
|
Land |
|
$ |
|
|
|
$ |
|
|
|
Depreciable property: |
|
|
|
|
|
|
||
|
Buildings and improvements |
|
|
|
|
|
|
|
|
|
Furniture, fixtures and equipment |
|
|
|
|
|
|
|
|
|
In-Place lease intangibles |
|
|
|
|
|
|
|
|
|
Projects under development: |
|
|
|
|
|
|
||
|
Land |
|
|
|
|
|
|
— |
|
|
Construction-in-progress |
|
|
|
|
|
|
|
|
|
Land held for development: |
|
|
|
|
|
|
||
|
Land |
|
|
|
|
|
|
|
|
|
Construction-in-progress |
|
|
|
|
|
|
|
|
|
Investment in real estate |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
(
|
) |
|
|
(
|
) |
|
Investment in real estate, net |
|
$ |
|
|
|
$ |
|
|
During the year ended December 31, 2022, the Company acquired the following from unaffiliated parties (purchase price in thousands):
|
|
|
Properties |
|
|
Apartment Units |
|
|
Purchase Price |
|
|||
|
Rental Properties – Consolidated (1) |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Total |
|
|
|
|
|
|
|
|
|
$ |
|
|
During the year ended December 31, 2021, the Company acquired the following from unaffiliated parties (purchase price in thousands):
|
|
|
Properties |
|
|
Apartment Units |
|
|
Purchase Price |
|
|||
|
Rental Properties – Consolidated (1) |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Total |
|
|
|
|
|
|
|
|
|
$ |
|
|
During the year ended December 31, 2022, the Company disposed of the following to unaffiliated parties (sales price in thousands):
|
|
|
Properties |
|
|
Apartment Units |
|
|
Sales Price |
|
|||
|
Rental Properties – Consolidated |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Total |
|
|
|
|
|
|
|
|
|
$ |
|
|
The Company recognized a net gain on sales of real estate properties of approximately $
During the year ended December 31, 2021, the Company disposed of the following to unaffiliated parties (sales price in thousands):
|
|
|
Properties |
|
|
Apartment Units |
|
|
Sales Price |
|
|||
|
Rental Properties – Consolidated |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Total |
|
|
|
|
|
|
|
|
|
$ |
|
|
The Company recognized a net gain on sales of real estate properties of approximately $
F- 34
Impairment
During the year ended December 31, 2021, the Company recorded an approximate $
The Company has entered into an agreement to acquire the following (purchase price in thousands):
|
|
|
Properties |
|
|
Apartment Units |
|
|
Purchase Price |
|
|||
|
Rental Properties – Consolidated |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Total |
|
|
|
|
|
|
|
|
|
$ |
|
|
The Company has entered into separate agreements to dispose of the following (sales price and net book value in thousands):
|
|
|
Properties |
|
|
Apartment Units |
|
|
Sales Price |
|
|
Net Book Value at
|
|
||||
|
Rental Properties – Consolidated |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
Land Parcels (one) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
The closing of pending transactions is subject to certain conditions and restrictions; therefore, there can be no assurance that the transactions will be consummated or that the final terms will not differ in material respects from any agreements summarized above. See Note 18 for discussion of the properties acquired or disposed of, if any, subsequent to December 31, 2022.
The Company has invested in various entities with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated).
Consolidated VIEs
In accordance with accounting standards for consolidation of VIEs, the Company consolidates ERPOP on EQR’s financial statements. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP’s day-to-day management. The limited partners are not able to exercise substantive kick-out or participating rights. As a result, ERPOP qualifies as a VIE. EQR has a controlling financial interest in ERPOP and, thus, is ERPOP’s primary beneficiary. EQR has the power to direct the activities of ERPOP that most significantly impact ERPOP’s economic performance as well as the obligation to absorb losses or the right to receive benefits from ERPOP that could potentially be significant to ERPOP.
The Company has various equity interests in certain joint ventures that have been deemed to be VIEs, and the Company is the VIEs’ primary beneficiary. As a result, the joint ventures are required to be consolidated on the Company’s financial statements.
|
|
Operating Properties (1) |
|
|
Project Under Development (2) |
|
||||||||||
|
|
Properties |
|
|
Apartment Units |
|
|
Project |
|
|
Apartment Units |
|
||||
|
2022 Consolidated Joint Ventures (VIE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 Consolidated Joint Ventures (VIE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F- 35
The following table provides consolidated assets and liabilities related to the VIEs discussed above as of December 31, 2022 and 2021 (amounts in thousands):
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
||
|
Consolidated Assets |
$ |
|
|
|
$ |
|
|
|
Consolidated Liabilities |
$ |
|
|
|
$ |
|
|
Certain consolidated joint ventures in which we have investments obtained mortgage debt to finance a portion of their activities.
|
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
||||||
|
|
|
Recently Completed Operating Property (1) |
|
|
Project Under Development |
|
|
Recently Completed Operating Property (1) |
|
|||
|
Number of joint ventures with debt financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate loan commitments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Amounts borrowed under loan commitments (2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Maturity dates |
|
|
|
|
|
|
|
|
|
|||
Investments in Unconsolidated Entities
The Company has various equity interests in certain joint ventures that are unconsolidated and accounted for using the equity method of accounting. Most of these have been deemed to be VIEs and the Company is not the VIEs' primary beneficiary. The remaining have been deemed not to be VIEs and the Company does not have a controlling voting interest.
The following table and information summarizes the Company’s investments in unconsolidated entities as of December 31, 2022 and 2021 (amounts in thousands except for ownership percentage):
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
|
Ownership Percentage |
||
|
Investments in Unconsolidated Entities: |
|
|
|
|
|
|
|
||
|
Various Real Estate Holdings (VIE) |
$ |
|
|
|
$ |
|
|
|
Varies |
|
Projects Under Development and Land Held for Development (VIE) |
|
|
|
|
|
|
|
|
|
|
Real Estate Technology Funds/Companies (VIE) |
|
|
|
|
|
|
|
|
Varies |
|
Other |
|
(
|
) |
|
|
(
|
) |
|
Varies |
|
Investments in Unconsolidated Entities |
$ |
|
|
|
$ |
|
|
|
|
The following table summarizes the Company’s unconsolidated joint ventures that were deemed to be VIEs as of December 31, 2022 and 2021:
|
|
Real Estate Holdings (1) |
|
|
Projects Under Development (2), (5) |
|
|
Projects Held for Development (2), (3) |
|
|||||||||||
|
|
Entities |
|
|
Projects |
|
|
Apartment Units (4) |
|
|
Projects |
|
|
Apartment Units (4) |
|
|||||
|
2022 Unconsolidated Joint Ventures (VIE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 Unconsolidated Joint Ventures (VIE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F- 36
New Development Joint Ventures
The following table provides information on total unconsolidated development joint ventures entered into during the year ended December 31, 2022 (amounts in thousands except for number of unconsolidated joint ventures and apartment units):
|
Number of unconsolidated joint ventures (1) |
|
|
|
|
Apartment units (2) |
|
|
|
|
Investments in unconsolidated entities – acquisitions |
$ |
|
|
In 2021, the Company entered into a strategic partnership with Toll Brothers, Inc. (“Toll”) to develop apartment communities in key markets. The Company and Toll have and expect to continue to enter into separate joint venture agreements for each property, and the Company has and expects to continue to account for these unconsolidated joint ventures under the equity method of accounting. Toll has and will continue to act as the managing member of each project and receive developer fees. The Company, in certain circumstances, may act as the property manager, receive property management fees and have the right, but not the obligation, to acquire each property at fair market value upon stabilization. As of December 31, 2022, the Company and Toll entered into four separate joint venture agreements under the strategic partnership.
The following table presents the Company’s restricted deposits as of December 31, 2022 and 2021 (amounts in thousands):
|
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
||
|
Mortgage escrow deposits: |
|
|
|
|
|
|
||
|
Replacement reserves |
|
$ |
|
|
|
$ |
|
|
|
Mortgage principal reserves/sinking funds |
|
|
|
|
|
|
|
|
|
Mortgage escrow deposits |
|
|
|
|
|
|
|
|
|
Restricted cash: |
|
|
|
|
|
|
||
|
Tax-deferred (1031) exchange proceeds |
|
|
— |
|
|
|
|
|
|
Earnest money on pending acquisitions |
|
|
|
|
|
|
|
|
|
Restricted deposits on real estate investments |
|
|
|
|
|
|
|
|
|
Resident security and utility deposits |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
|
|
|
|
|
|
|
Restricted deposits |
|
$ |
|
|
|
$ |
|
|
Lessor Accounting
The Company is the lessor for its residential and non-residential leases and these leases are accounted for as operating leases under the lease standard.
F- 37
The following table presents the lease income types relating to lease payments for residential and non-residential leases along with the total other rental income for the years ended December 31, 2022, 2021 and 2020 (amounts in thousands):
|
|
|
Year Ended December 31, 2022 |
|
|
Year Ended December 31, 2021 |
|
|
Year Ended December 31, 2020 |
|
|||||||||||||||||||||||||||
|
Income Type |
|
Residential
|
|
|
Non-Residential
|
|
|
Total |
|
|
Residential
|
|
|
Non-Residential
|
|
|
Total |
|
|
Residential
|
|
|
Non-Residential
|
|
|
Total |
|
|||||||||
|
Residential and non-residential rent |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Utility recoveries (RUBS income) (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parking rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other lease revenue (2) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Total lease revenue |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Parking revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total other rental income (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Rental income |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
$ |
|
|
||||||
The following table presents residential and non-residential accounts receivable and straight-line receivable balances for the Company’s properties as of December 31, 2022 and 2021 (amounts in thousands):
|
|
|
Residential |
|
|
Non-Residential |
|
||||||||||
|
Balance Sheet (Other assets): |
|
December 31, 2022 |
|
|
December 31, 2021 |
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
||||
|
Resident/tenant accounts receivable balances |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Allowance for doubtful accounts |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net receivable balances |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Straight-line receivable balances |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The following table presents residential bad debt for the Company’s properties for the years ended December 31, 2022, 2021 and 2020 (amounts in thousands):
|
|
|
Year Ended December 31, |
|
|||||||||
|
Income Statement (Rental income): |
|
|
2022 |
|
|
|
2021 |
|
|
|
2020 |
|
|
Bad debt, net (1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
% of rental income |
|
|
|
% |
|
|
|
% |
|
|
|
% |
Lessee Accounting
The Company is the lessee under various corporate office and ground leases for which the Company recognizes right-of-use (“ROU”) assets and related lease liabilities.
|
|
|
2022 |
|
|
2021 |
|
||
|
Right-of-use assets: |
|
|
|
|
|
|
||
|
Corporate office leases (operating) |
|
$ |
|
|
|
$ |
|
|
|
Ground leases (finance) |
|
|
|
|
|
|
|
|
|
Ground leases (operating) |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
Lease liabilities: |
|
|
|
|
|
|
||
|
Corporate office leases (operating) |
|
$ |
|
|
|
$ |
|
|
|
Ground leases (finance) |
|
|
|
|
|
|
|
|
|
Ground leases (operating) |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
F- 38
Corporate office leases
The Company leases
Ground leases
The Company maintains consolidated long-term ground leases for
Additional disclosures
The following tables illustrate the quantitative disclosures for lessees as of and for the years ended December 31, 2022, 2021 and 2020 (amounts in thousands):
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|||
|
Lease cost: |
|
|
|
|
|
|
|
|
|
|||
|
Finance lease cost: |
|
|
|
|
|
|
|
|
|
|||
|
Amortization of right-of-use assets (capitalized) |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
Amortization of right-of-use assets (expensed) |
|
|
|
|
|
|
|
|
|
|
— |
|
|
Interest on lease liabilities (capitalized) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Interest on lease liabilities (expensed) |
|
|
|
|
|
|
|
|
|
|
— |
|
|
Operating lease cost: |
|
|
|
|
|
|
|
|
|
|||
|
Corporate office leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ground leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable lease cost: |
|
|
|
|
|
|
|
|
|
|||
|
Corporate office leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ground leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total lease cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
|
December 31, 2020 |
|
|||
|
Other information: |
|
|
|
|
|
|
|
|
|
|||
|
Cash paid for amounts included in the measurement of
|
|
|
|
|
|
|
|
|
|
|||
|
Investing cash flows from finance leases |
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
Financing cash flows from finance leases |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
Operating cash flows from operating leases: |
|
|
|
|
|
|
|
|
|
|||
|
Corporate office leases |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Ground leases |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted-average remaining lease term – finance leases |
|
|
|
|
|
|
|
|
|
|||
|
Weighted-average remaining lease term – operating leases: |
|
|
|
|
|
|
|
|
|
|||
|
Corporate office leases |
|
|
|
|
|
|
|
|
|
|||
|
Ground leases |
|
|
|
|
|
|
|
|
|
|||
|
Weighted-average discount rate – finance leases |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
Weighted-average discount rate – operating leases: |
|
|
|
|
|
|
|
|
|
|||
|
Corporate office leases |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
Ground leases |
|
|
|
% |
|
|
|
% |
|
|
|
% |
The following table summarizes the Company’s undiscounted cash flows for contractual obligations for minimum rent payments/receipts under operating and financing leases for the next five years and thereafter as of December 31, 2022:
|
(Payments)/Receipts Due by Year (in thousands) |
|
|||||||||||||||||||||||||||
|
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|
2026 |
|
|
2027 |
|
|
Thereafter |
|
|
Total |
|
|||||||
|
Finance Leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Minimum Rent Payments (a) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Operating Leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Minimum Rent Payments (a) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Minimum Rent Receipts (b) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
F- 39
The following table provides a reconciliation of lease liabilities from our undiscounted cash flows for minimum rent payments as of December 31, 2022 (amounts in thousands):
|
|
|
2022 |
|
|
|
Total minimum rent payments |
|
$ |
|
|
|
Less: Lease discount |
|
|
(
|
) |
|
Lease liabilities |
|
$ |
|
|
EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. Weighted average interest rates noted below for the years ended December 31, 2022 and 2021 include the effect of any derivative instruments and amortization of premiums/discounts/OCI (other comprehensive income) on debt and derivatives.
Mortgage Notes Payable
The following tables summarize the Company’s mortgage notes payable activity for the years ended December 31, 2022 and 2021, respectively (amounts in thousands):
|
|
|
Mortgage notes
|
|
|
Proceeds |
|
|
Lump sum
|
|
|
Scheduled
|
|
|
Amortization
|
|
|
Amortization
|
|
|
Mortgage notes
|
|
|||||||
|
Fixed Rate Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Secured – Conventional |
|
$ |
|
|
|
$ |
— |
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Floating Rate Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Secured – Conventional |
|
|
|
|
|
|
|
|
(2) |
|
— |
|
|
|
(
|
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Secured – Tax Exempt |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate Debt |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
Mortgage notes
|
|
|
Proceeds |
|
|
Lump sum
|
|
|
Scheduled
|
|
|
Amortization
|
|
|
Amortization
|
|
|
Mortgage notes
|
|
|||||||
|
Fixed Rate Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Secured – Conventional |
|
$ |
|
|
|
$ |
|
|
(2) |
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Floating Rate Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Secured – Conventional |
|
|
|
|
|
|
|
|
(3) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(
|
) |
|
|
|
|
|
Secured – Tax Exempt |
|
|
|
|
|
|
— |
|
|
|
(
|
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate Debt |
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
— |
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
F- 40
The following table summarizes certain interest rate and maturity date information as of and for the years ended December 31, 2022 and 2021, respectively:
|
|
|
December 31, 2022 |
|
December 31, 2021 |
|
Interest Rate Ranges |
|
|
|
|
|
Weighted Average Interest Rate |
|
|
|
|
|
Maturity Date Ranges |
|
|
|
|
As of both December 31, 2022 and 2021, the Company had
$
The historical cost, net of accumulated depreciation, of encumbered properties was
$
Notes
The following tables summarize the Company’s notes activity for the years ended December 31, 2022 and 2021, respectively (amounts in thousands):
|
|
|
Notes, net as of
|
|
|
Proceeds |
|
|
Lump sum
|
|
|
Amortization
|
|
|
Amortization
|
|
|
Notes, net as of
|
|
||||||
|
Fixed Rate Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Unsecured – Public |
|
$ |
|
|
|
$ |
— |
|
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
Notes, net as of
|
|
|
Proceeds |
|
|
Lump sum
|
|
|
Amortization
|
|
|
Amortization
|
|
|
Notes, net as of
|
|
||||||
|
Fixed Rate Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Unsecured – Public |
|
$ |
|
|
|
$ |
|
|
(2) |
$ |
— |
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
|
|
The following table summarizes certain interest rate and maturity date information as of and for the years ended December 31, 2022 and 2021, respectively:
|
|
|
December 31, 2022 |
|
December 31, 2021 |
|
Interest Rate Ranges |
|
|
|
|
|
Weighted Average Interest Rate |
|
|
|
|
|
Maturity Date Ranges |
|
|
|
|
The Company’s unsecured public notes contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios. The Company was in compliance with its unsecured public debt covenants for both the years ended December 31, 2022 and 2021.
EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in
F- 41
Line of Credit and Commercial Paper
On October 26, 2022, the Company replaced its existing $
The Company has an unsecured commercial paper note program under which it may borrow up to a maximum of $
The following table summarizes certain weighted average interest rate, maturity and amounts outstanding information for the commercial paper program as of and for the years ended December 31, 2022 and 2021, respectively:
|
|
|
December 31, 2022 |
|
December 31, 2021 |
|
Weighted Average Interest Rate (1) |
|
|
|
|
|
Weighted Average Maturity (in days) |
|
|
|
|
|
Weighted Average Amounts Outstanding |
|
$
|
|
$
|
The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $
|
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
||
|
Unsecured revolving credit facility commitment |
|
$ |
|
|
|
$ |
|
|
|
Commercial paper balance outstanding |
|
|
(
|
) |
|
|
(
|
) |
|
Unsecured revolving credit facility balance outstanding |
|
|
— |
|
|
|
— |
|
|
Other restricted amounts |
|
|
(
|
) |
|
|
(
|
) |
|
Unsecured revolving credit facility availability |
|
$ |
|
|
|
$ |
|
|
Other
The following table summarizes the Company’s total debt extinguishment costs recorded as additional interest expense during the years ended December 31, 2022, 2021 and 2020, respectively (amounts in thousands):
|
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
|
December 31, 2020 |
|
|||
|
Prepayment premiums/penalties |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
|
Write-offs of unamortized deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
Write-offs of unamortized (premiums)/discounts/OCI |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
F- 42
The following table provides a summary of the aggregate payments of principal on all debt for each of the next five years and thereafter as of December 31, 2022 (amounts in thousands):
|
Year |
|
Total |
|
|
|
2023 (1), (2) |
|
$ |
|
|
|
2024 |
|
|
|
|
|
2025 |
|
|
|
|
|
2026 |
|
|
|
|
|
2027 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Subtotal |
|
|
|
|
|
Deferred Financing Costs and Unamortized (Discount) |
|
|
(
|
) |
|
Total |
|
$ |
|
|
The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, where possible, bases the fair values of its financial instruments on listed market prices and third-party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.
In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company may seek to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments. The Company may also use derivatives to manage commodity prices in the daily operations of the business.
During the year ended December 31, 2021, the Company purchased and sold investment securities and recognized a net gain on sale of $
A three-level valuation hierarchy exists for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
The Company’s derivative positions are valued using models developed by the respective counterparty as well as models applied internally by the Company that use as their inputs readily observable market parameters (such as forward yield curves and credit default swap data).
F- 43
|
Fair Value Measurement Type |
|
Valuation Inputs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, commercial paper, line of credit and derivative instruments), including cash and cash equivalents and other financial instruments, approximate their carrying or contract value.
|
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Carrying Value |
|
|
Estimated Fair
|
|
|
Carrying Value |
|
|
Estimated Fair
|
|
||||
|
Mortgage notes payable, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Unsecured debt, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The following table summarizes the Company’s consolidated derivative instruments at December 31, 2022 (dollar amounts are in thousands):
|
|
|
Forward Starting
|
|
|
|
Current Notional Balance |
|
$ |
|
|
|
Lowest Interest Rate |
|
|
|
% |
|
Highest Interest Rate |
|
|
|
% |
|
Maturity Date |
|
|
|
|
F- 44
The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at December 31, 2022 and 2021, respectively (amounts in thousands):
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
||||||||||
|
Description |
|
Balance Sheet
|
|
12/31/2022 |
|
|
Quoted Prices in
|
|
|
Significant Other
|
|
|
Significant
|
|
||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest Rate Contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Forward Starting Swaps |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Supplemental Executive Retirement Plan |
|
Other Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest Rate Contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Forward Starting Swaps |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Supplemental Executive Retirement Plan |
|
Other Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Redeemable Noncontrolling Interests – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating Partnership/Redeemable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Limited Partners |
|
Mezzanine |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
||||||||||
|
Description |
|
Balance Sheet
|
|
12/31/2021 |
|
|
Quoted Prices in
|
|
|
Significant Other
|
|
|
Significant
|
|
||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Supplemental Executive Retirement Plan |
|
Other Assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Supplemental Executive Retirement Plan |
|
Other Liabilities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Redeemable Noncontrolling Interests – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating Partnership/Redeemable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Limited Partners |
|
Mezzanine |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
F- 45
The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2022, 2021 and 2020, respectively (amounts in thousands):
|
December 31, 2022
|
|
Amount of
|
|
|
Location of
|
|
Amount of
|
|
||
|
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
||
|
Interest Rate Contracts: |
|
|
|
|
|
|
|
|
||
|
Forward Starting Swaps |
|
$ |
|
|
|
|
|
$ |
(
|
) |
|
Total |
|
$ |
|
|
|
|
|
$ |
(
|
) |
|
December 31, 2021
|
|
Amount of
|
|
|
Location of
|
|
Amount of
|
|
||
|
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
||
|
Interest Rate Contracts: |
|
|
|
|
|
|
|
|
||
|
Forward Starting Swaps |
|
$ |
— |
|
|
|
|
$ |
(
|
) |
|
Total |
|
$ |
— |
|
|
|
|
$ |
(
|
) |
|
December 31, 2020
|
|
Amount of
|
|
|
Location of
|
|
Amount of
|
|
||
|
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
||
|
Interest Rate Contracts: |
|
|
|
|
|
|
|
|
||
|
Forward Starting Swaps |
|
$ |
(
|
) |
|
|
|
$ |
(
|
) |
|
Total |
|
$ |
(
|
) |
|
|
|
$ |
(
|
) |
As of December 31, 2022 and 2021, there were approximately $
In April 2020, the Company paid approximately $
F- 46
Equity Residential
The following tables set forth the computation of net income per share – basic and net income per share – diluted for the Company (amounts in thousands except per share amounts):
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Numerator for net income per share – basic: |
|
|
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Allocation to Noncontrolling Interests – Operating Partnership |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net (income) loss attributable to Noncontrolling
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Preferred distributions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Numerator for net income per share – basic |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Numerator for net income per share – diluted: |
|
|
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net (income) loss attributable to Noncontrolling
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Preferred distributions |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Numerator for net income per share – diluted |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Denominator for net income per share – basic and diluted: |
|
|
|
|
|
|
|
|
|
|||
|
Denominator for net income per share – basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|||
|
OP Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term compensation shares/units |
|
|
|
|
|
|
|
|
|
|
|
|
|
ATM forward sales |
|
|
|
|
|
|
|
|
|
|
— |
|
|
Denominator for net income per share – diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share – basic |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net income per share – diluted |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
ERP Operating Limited Partnership
The following tables set forth the computation of net income per Unit – basic and net income per Unit – diluted for the Operating Partnership (amounts in thousands except per Unit amounts):
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Numerator for net income per Unit – basic and diluted: |
|
|
|
|
|
|
|
|
|
|||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net (income) loss attributable to Noncontrolling
|
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Allocation to Preference Units |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Numerator for net income per Unit – basic and diluted |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Denominator for net income per Unit – basic and diluted: |
|
|
|
|
|
|
|
|
|
|||
|
Denominator for net income per Unit – basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|||
|
Dilution for Units issuable upon assumed exercise/vesting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATM forward sales |
|
|
|
|
|
|
|
|
|
|
— |
|
|
Denominator for net income per Unit – diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per Unit – basic |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net income per Unit – diluted |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Any Common Shares issued pursuant to EQR’s incentive equity compensation and employee share purchase plans will result in ERPOP issuing OP Units to EQR on a one-for-one basis with ERPOP receiving the net cash proceeds of such issuances.
F- 47
Overview of Share Incentive Plans
The 2019 Share Incentive Plan (the “2019 Plan”), as approved by the Company’s shareholders on June 27, 2019, expires on June 27, 2029 and reserves
Pursuant to the 2019 Plan and the 2011 Share Incentive Plan (the “2011 Plan”) (collectively the “Share Incentive Plans”), officers, trustees, key employees and consultants of the Company and its subsidiaries may be granted share options to acquire Common Shares (“Options”), including non-qualified share options (“NQSOs”), incentive share options (“ISOs”) and share appreciation rights (“SARs”), or may be granted restricted or non-restricted shares/units (including long-term incentive plan awards), subject to conditions and restrictions. Options, SARs, restricted shares and restricted units are sometimes collectively referred to herein as “Awards.”
The 2011 Plan will terminate when all outstanding Awards have expired or have been exercised/vested. The Board of Trustees may at any time amend or terminate the Share Incentive Plans, but termination will not affect Awards previously granted, absent immediate vesting and cash settlement. Any Options which had vested prior to such a termination would remain exercisable by the holder.
Employee Long-Term Compensation Awards
The following table summarizes the terms of Awards generally granted to employees:
|
|
|
Options |
|
Restricted Shares |
|
Restricted Units |
|
Overview |
|
|
|
|
|
|
|
Grant/Exercise
|
|
|
|
|
|
|
|
Vesting Period |
|
In three equal installments over a
|
|
|
|
|
|
Expiration |
|
|
|
Not applicable. |
|
|
|
Upon Employee
|
|
|
|
|
|
|
F- 48
Valuation Method of Share Options
The fair value of the Option grants is recognized over the requisite service/vesting period of the Options. The fair value for the Company’s Options was estimated at the time the Options were granted using the Black-Scholes option pricing model with the primary grant in each year having the following weighted average assumptions:
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Expected volatility (1) |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
Expected life (2) |
|
|
|
|
|
|
|
|
|
|||
|
Expected dividend yield (3) |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
Risk-free interest rate (4) |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
Exercise price per share (5) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Option valuation per share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The valuation method and assumptions are the same as those the Company used in accounting for Option expense in its consolidated financial statements. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. This model is only one method of valuing options. Because the Company’s Options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the actual value of the Options to the recipient may be significantly different.
Long-Term Incentive Plan
The Company’s executive compensation program allows the Chairman, Chief Executive Officer and certain other executive officers to earn from
The LTI participants receive distributions only on restricted units awarded equal to
The grant date fair value of the TSR portion of the LTI awards is estimated using a multifactor Monte Carlo model to determine share prices for a set of relative awards for which the payout of the award depends on the spread of EQR’s TSR to the TSR of two indices: (a) the FTSE Nareit Apartment Index; and (b) the FTSE Nareit Equity Index. The absolute Company TSR metric previously included in the TSR portion of the LTI awards for which the payout of the award only depended on EQR’s TSR was replaced with a Net Debt to Normalized EBITDAre metric for the 2022 LTI plan, covering the three-year performance period from January 1, 2022 through December 31, 2024. The grant date fair value of the Normalized FFO and Net Debt to Normalized EBITDAre portions of the LTI awards are estimated using the closing price of EQR Common Shares on the grant date for the restricted shares and a discounted closing price of EQR Common Shares on the grant date for the restricted units to reflect the “book-up” and liquidity risk inherent in the units.
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Weighted average fair value per restricted share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average fair value per restricted unit |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
F- 49
The valuation method and assumptions are the same as those the Company used in accounting for the LTI award expense in its consolidated financial statements. The Monte Carlo valuation model is only one method of valuing awards. Because the Company’s restricted shares/units have characteristics significantly different from those of traded shares/units, and because changes in the subjective input assumptions can materially affect the fair value estimate, the actual value of the restricted shares/units to the recipient may be significantly different.
Trustees
All non-employee Trustees, with the exception of the Company’s Chairman, are granted Options, restricted shares and/or restricted units that vest one year from the grant date that corresponds to the term for which he or she has been elected to serve. Since 2016, the Chairman has only received awards under the LTI plan (see further discussion above).
Retirement Benefits
The Company’s Share Incentive Plans provide for certain benefits upon retirement.
|
|
|
Age 62 for Employees |
|
Rule of 70 for Employees |
|
Age 72 for Trustees |
|
Eligibility |
|
|
|
|
|
|
|
Effect on unvested restricted shares,
|
|
|
|
|
|
|
|
Effect on LTI Plan |
|
|
||||
Under the Company’s definitions of retirement, some of its executive officers, including its Chief Executive Officer, and its Chairman are retirement eligible.
F- 50
Compensation Expense and Award Activity
The following tables summarize compensation information regarding the restricted shares, restricted units, Options and Employee Share Purchase Plan (“ESPP”) for the three years ended December 31, 2022, 2021 and 2020.
|
|
|
Year Ended December 31, 2022 |
|
|||||||||||||||||
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Restricted Units/Options
|
|
|
Compensation
|
|
|
Dividends
|
|
|||||
|
Restricted shares (2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Restricted units (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESPP discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
Year Ended December 31, 2021 |
|
|||||||||||||||||
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Restricted Units/Options
|
|
|
Compensation
|
|
|
Dividends
|
|
|||||
|
Restricted shares (2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Restricted units (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESPP discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
Year Ended December 31, 2020 |
|
|||||||||||||||||
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Restricted Units/Options
|
|
|
Compensation
|
|
|
Dividends
|
|
|||||
|
Restricted shares (2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Restricted units (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESPP discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Compensation expense is generally recognized for Awards as follows:
The Company accelerates the recognition of compensation expense for all Awards for those individuals approaching or meeting the retirement age criteria discussed above. The total compensation expense related to Awards not yet vested at December 31, 2022
is $
F- 51
The table below summarizes the Award activity of the Share Incentive Plans for the three years ended December 31, 2022, 2021 and 2020:
|
|
|
Common
|
|
|
Weighted
|
|
|
Restricted
|
|
|
Weighted
|
|
|
Restricted
|
|
|
Weighted
|
|
||||||
|
Balance at December 31, 2019 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Awards granted (1) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Awards exercised/vested |
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
Awards forfeited |
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Awards expired |
|
|
(
|
) |
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Balance at December 31, 2020 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Awards granted (1) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Awards exercised/vested |
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
Awards forfeited |
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
Awards expired |
|
|
(
|
) |
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Balance at December 31, 2021 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Awards granted (1) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Awards exercised/vested |
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
Awards forfeited |
|
|
(
|
) |
|
$ |
|
|
|
|
(
|
) |
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Awards expired |
|
|
(
|
) |
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Balance at December 31, 2022 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
Amounts in thousands except per share amounts |
|
|||||||||
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Weighted average grant date fair value per share for Options granted |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Aggregate intrinsic value of Options exercised (1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Fair value of restricted shares vested |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Fair value of restricted units vested |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
T
|
|
|
Options |
|
|
Weighted
|
|
|
Weighted
|
|
|
Aggregate
|
|
||||
|
Options Outstanding |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
Options Exercisable |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
Vested and expected to vest |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
— |
|
As of December 31, 2021 and 2020,
The Company established an Employee Share Purchase Plan to provide each employee and trustee the ability to annually acquire up to $
F- 52
The following table summarizes information regarding the Common Shares issued under the ESPP with the net proceeds noted below being contributed to ERPOP in exchange for OP Units (amounts in thousands except share and per share amounts):
|
|
|
Year Ended December 31, |
||||
|
|
|
2022 |
|
2021 |
|
2020 |
|
Shares issued |
|
|
|
|
|
|
|
Issuance price ranges |
|
$
|
|
$
|
|
$
|
|
Issuance proceeds |
|
$
|
|
$
|
|
$
|
The Company established a defined contribution plan (the “401(k) Plan”) to provide retirement benefits for employees that meet minimum employment criteria. The Company matches dollar for dollar up to the first
The Company established the SERP to provide certain officers and trustees an opportunity to defer a portion of their eligible compensation in order to save for retirement. The SERP is restricted to investments in Common Shares, certain marketable securities that have been specifically approved and cash equivalents. The deferred compensation liability represented in the SERP and the securities issued to fund such deferred compensation liability are consolidated by the Company and carried on the Company’s balance sheets, and the Company’s Common Shares held in the SERP are accounted for as a reduction to paid in capital (included in general partner’s capital in the Operating Partnership’s financial statements).
On September 30, 2014, the Company filed with the SEC a Form S-3 Registration Statement to register
The 2014 DRIP provides holders of record and beneficial owners of Common Shares and Preferred Shares with a simple and convenient method of reinvesting cash dividends/distributions in additional Common Shares. Common Shares purchased under the 2014 DRIP may, at the option of EQR, be directly issued by EQR or purchased by EQR’s transfer agent in the open market using participants’ funds. The net proceeds from any Common Share issuances are contributed to ERPOP in exchange for OP Units.
The Company leases its corporate headquarters from an entity affiliated with EQR’s Chairman of the Board of Trustees. The lease term expires on
Commitments
Real Estate Development Commitments
As of December 31, 2022
, the Company has both consolidated and unconsolidated real estate projects under development.
|
|
|
Projects |
|
|
Apartment Units |
|
|
Total Project Costs Remaining (1) |
|
|||
|
Projects Under Development |
|
|
|
|
|
|
|
|
|
|||
|
Consolidated |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Unconsolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Projects Under Development |
|
|
|
|
|
|
|
|
|
$ |
|
|
F- 53
We have entered into, and may continue in the future to enter into, joint venture agreements with third-party partners for the development of multifamily rental properties. The joint venture agreements with each development partner include buy-sell provisions that provide the right, but not the obligation, for the Company to acquire each respective partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events described in the joint venture agreements. See Note 6 for additional discussion.
In 2021, the Company entered into a commitment agreement (the “Commitment Agreement”) with Toll to pursue the joint development of multifamily rental properties with an initial term of
Other Commitments
We have entered into, and may continue in the future to enter into, real estate technology and other real estate fund investments. At December 31, 2022
, the Company has invested in
Employment Agreements
The Company has entered into a retirement benefits agreement with its Chairman and a deferred compensation agreement with
The following table summarizes the Company’s contractual obligations for deferred compensation for the next five years and thereafter as of December 31, 2022:
|
|
|
(Payments) Due by Year (in thousands) |
|
|||||||||||||||||||||||||
|
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|
2026 |
|
|
2027 |
|
|
Thereafter |
|
|
Total |
|
|||||||
|
Other Long-Term Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Deferred Compensation (1) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
|
$ |
(
|
) |
Contingencies
Litigation and Legal Matters
The Company, as an owner of real estate, is subject to various federal, state and local laws. Compliance by the Company with existing laws has not had a material adverse effect on the Company. However, the Company cannot predict the impact of new or changed laws or regulations on its current properties or on properties that it may acquire in the future.
The Company does not believe there is any litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company.
Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the chief operating decision maker. The chief operating decision maker decides how resources are allocated and assesses performance on a recurring basis at least quarterly.
F- 54
The Company’s primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents. The chief operating decision maker evaluates the Company’s operating performance geographically by market and both on a same store and non-same store basis. While the Company does maintain a non-residential presence, it accounts for approximately
The Company’s development activities are other business activities that do not constitute an operating segment and as such, have been aggregated in the “Other” category in the tables presented below.
All revenues are from external customers and there is
The primary financial measure for the Company’s rental real estate segment is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense and 2) real estate taxes and insurance expense (all as reflected in the accompanying consolidated statements of operations and comprehensive income). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties. Revenues for all leases are reflected on a straight-line basis in accordance with GAAP for the current and comparable periods.
The following table presents a reconciliation of NOI from our rental real estate for the years ended December 31, 2022, 2021 and 2020, respectively (amounts in thousands):
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Rental income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Property and maintenance expense |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Real estate taxes and insurance expense |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Total operating expenses |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Net operating income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The following tables present NOI from our rental real estate for each segment for the years ended December 31, 2022, 2021 and 2020, respectively, as well as total assets and capital expenditures at December 31, 2022 and 2021, respectively (amounts in thousands):
|
|
|
Year Ended December 31, 2022 |
|
|
Year Ended December 31, 2021 |
|
|
Year Ended December 31, 2020 |
|
|||||||||||||||||||||||||||
|
|
|
Rental
|
|
|
Operating
|
|
|
NOI |
|
|
Rental
|
|
|
Operating
|
|
|
NOI |
|
|
Rental
|
|
|
Operating
|
|
|
NOI |
|
|||||||||
|
Same store (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Los Angeles |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Orange County |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
San Diego |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal - Southern California |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
San Francisco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington, D.C. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seattle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total same store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Non-same store/other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Non-same store (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (3) |
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-same store/other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Totals |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
F- 55
|
|
|
Year Ended December 31, 2022 |
|
|
Year Ended December 31, 2021 |
|
||||||||||
|
|
|
Total Assets |
|
|
Capital Expenditures |
|
|
Total Assets |
|
|
Capital Expenditures |
|
||||
|
Same store (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Los Angeles |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Orange County |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
San Diego |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal - Southern California |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
San Francisco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington, D.C. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seattle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total same store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-same store/other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-same store (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-same store/other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Totals |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
T here have been no material subsequent events occurring since December 31, 2022.
F- 56
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate a nd Accumulated Depreciation
Overall Summary
December 31, 2022
|
|
|
Properties |
|
|
Apartment
|
|
|
Investment
|
|
|
Accumulated
|
|
|
Investment
|
|
|
Encumbrances (1) |
|
||||||
|
Wholly Owned Unencumbered |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
|
Wholly Owned Encumbered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Wholly Owned Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Partially Owned Unencumbered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Partially Owned Encumbered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Partially Owned Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Total Unencumbered Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Total Encumbered Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Total Consolidated Investment in Real Estate |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
S- 1
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
Encumbrances Reconciliation
December 31, 2022
|
Portfolio/Entity Encumbrances |
|
Number of
|
|
|
See Properties
|
|
Amount |
|
||
|
Archstone Master Property Holdings LLC |
|
|
|
|
|
H |
|
$ |
|
|
|
Portfolio/Entity Encumbrances |
|
|
|
|
|
|
|
|
|
|
|
Individual Property Encumbrances |
|
|
|
|
|
|
|
|
|
|
|
Total Encumbrances per Financial Statements |
|
|
|
|
|
|
$ |
|
|
|
S- 2
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III – Real Estate and Accumulated Depreciation
(Amounts in thousands)
The changes in total real estate for the years ended December 31, 2022, 2021 and 2020 are as follows:
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Acquisitions and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
Improvements |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dispositions and other |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The changes in accumulated depreciation for the years ended December 31, 2022, 2021 and 2020 are as follows:
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Balance, beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dispositions and other |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
Balance, end of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
S- 3
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2022
|
Description |
|
|
Initial Cost to
|
|
|
Cost
|
|
|
Gross Amount Carried at
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Apartment Name |
|
Location |
|
Non-Residential
|
|
|
Date of
|
|
Apartment
|
|
|
Land |
|
|
Building &
|
|
|
Building &
|
|
|
Land |
|
|
Building &
|
|
|
Total (B) |
|
|
Accumulated
|
|
|
Investment
|
|
|
Encumbrances |
|
|||||||||||
|
Wholly Owned Unencumbered: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
100 K Apartments (fka 100K Street) |
|
|
|
|
— |
|
|
2018 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
|
170 Amsterdam |
|
|
|
G |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
175 Kent |
|
|
|
G |
|
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
180 Montague (fka Brooklyn Heights) |
|
|
|
G |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
180 Riverside Boulevard |
|
|
|
G |
|
|
1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
1210 Mass |
|
|
|
G |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
1401 Joyce on Pentagon Row |
|
|
|
|
— |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
1500 Mass Ave |
|
|
|
G |
|
|
1951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
1800 Oak (fka Rosslyn) |
|
|
|
G |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
2201 Pershing Drive |
|
|
|
G |
|
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
2201 Wilson |
|
|
|
G |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
2400 M St |
|
|
|
G |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
315 on A |
|
|
|
G |
|
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
340 Fremont (fka Rincon Hill) |
|
|
|
|
— |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
341 Nevins |
|
|
|
|
— |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3003 Van Ness (fka Van Ness) |
|
|
|
|
— |
|
|
1970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
425 Mass |
|
|
|
G |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
455 Eye Street |
|
|
|
G |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
4th and Hill |
|
|
|
|
— |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55 West Fifth I & II (fka Townhouse Plaza and Gardens) |
|
|
|
|
— |
|
|
1964/1972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
600 Washington |
|
|
|
G |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
660 Washington (fka Boston Common) |
|
|
|
G |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
70 Greene |
|
|
|
G |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
71 Broadway |
|
|
|
G |
|
|
1997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
77 Bluxome |
|
|
|
|
— |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(
|
) |
|
|
|
|
|
|
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|
|
77 Park Avenue (fka Hoboken) |
|
|
|
G |
|
|
2000 |
|
|
|
|
|
|
|
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|
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(
|
) |
|
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|
|
|
|
|
|
|
|
777 Sixth |
|
|
|
G |
|
|
2002 |
|
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|
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(
|
) |
|
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|
|
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|
|
|
|
|
88 Hillside |
|
|
|
G |
|
|
2011 |
|
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(
|
) |
|
|
|
|
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|
|
|
|
|
855 Brannan |
|
|
|
G |
|
|
2018 |
|
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(
|
) |
|
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|
|
|
|
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|
|
|
929 Mass (fka 929 House) |
|
|
|
G |
|
|
1975 |
|
|
|
|
|
|
|
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|
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(
|
) |
|
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|
Academy Village |
|
|
|
|
— |
|
|
1989 |
|
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(
|
) |
|
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|
|
Acappella |
|
|
|
|
— |
|
|
2002 |
|
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(
|
) |
|
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|
Alban Towers |
|
|
|
|
— |
|
|
1934 |
|
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(
|
) |
|
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|
|
Alborada |
|
|
|
|
— |
|
|
1999 |
|
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|
(
|
) |
|
|
|
|
|
|
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|
|
Alcott Apartments (fka West End Tower) |
|
|
|
G |
|
|
2021 |
|
|
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(
|
) |
|
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|
|
Alcyone |
|
|
|
G |
|
|
2004 |
|
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|
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|
(
|
) |
|
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|
|
Altitude (fka Village at Howard Hughes, The (Lots 1 & 2)) |
|
|
|
|
— |
|
|
2016 |
|
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(
|
) |
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|
Alton, The (fka Millikan) |
|
|
|
|
— |
|
|
2017 |
|
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(
|
) |
|
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|
Arbor Terrace |
|
|
|
|
— |
|
|
1979 |
|
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(
|
) |
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|
Arches, The |
|
|
|
|
— |
|
|
1974 |
|
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(
|
) |
|
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|
|
Artisan on Second |
|
|
|
|
— |
|
|
2008 |
|
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(
|
) |
|
|
|
|
|
|
|
|
S- 4
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2022
|
Description |
|
|
Initial Cost to
|
|
|
Cost
|
|
|
Gross Amount Carried at
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Apartment Name |
|
Location |
|
Non-Residential
|
|
|
Date of
|
|
Apartment
|
|
|
Land |
|
|
Building &
|
|
|
Building &
|
|
|
Land |
|
|
Building &
|
|
|
Total (B) |
|
|
Accumulated
|
|
|
Investment
|
|
|
Encumbrances |
|
|||||||||||
|
Artistry Emeryville (fka Emeryville) |
|
|
|
|
— |
|
|
1994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Atelier |
|
|
|
G |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Avenue Two |
|
|
|
|
— |
|
|
1972 |
|
|
|
|
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|
|
|
|
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|
|
|
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|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Axis at Shady Grove |
|
|
|
|
— |
|
|
2016 |
|
|
|
|
|
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|
|
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|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Azure (fka Mission Bay-Block 13) |
|
|
|
|
— |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Bay Hill |
|
|
|
|
— |
|
|
2002 |
|
|
|
|
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|
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|
|
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|
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|
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|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Beatrice, The |
|
|
|
|
— |
|
|
2010 |
|
|
|
|
|
|
|
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|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Bella Vista I, II, III Combined |
|
|
|
|
— |
|
|
2003-2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Belle Arts Condominium Homes, LLC |
|
|
|
|
— |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Belle Fontaine |
|
|
|
|
— |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Breakwater at Marina Del Rey |
|
|
|
|
— |
|
|
1964-1969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Briarwood (CA) |
|
|
|
|
— |
|
|
1985 |
|
|
|
|
|
|
|
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|
|
|
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|
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|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Brodie, The |
|
|
|
|
— |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
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|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Brooklyner, The (fka 111 Lawrence) |
|
|
|
G |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
C on Pico |
|
|
|
|
— |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Carlyle Mill |
|
|
|
|
— |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Carmel Terrace |
|
|
|
|
— |
|
|
1988-1989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Cascade |
|
|
|
G |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Centennial (fka Centennial Court & Centennial Tower) |
|
|
|
G |
|
|
1991/2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Centre Club Combined |
|
|
|
|
— |
|
|
1994 & 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Chelsea Square |
|
|
|
|
— |
|
|
1991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Chloe on Madison (fka 1401 E. Madison) |
|
|
|
G |
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Chloe on Union (fka Chloe) |
|
|
|
G |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Church Corner |
|
|
|
G |
|
|
1987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Circa Fitzsimons |
|
|
|
|
— |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
City Gate at Cupertino (fka Cupertino) |
|
|
|
|
— |
|
|
1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
City Square Bellevue (fka Bellevue) |
|
|
|
G |
|
|
1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Clarendon, The |
|
|
|
G |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Cleo, The |
|
|
|
|
— |
|
|
1989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Connecticut Heights |
|
|
|
|
— |
|
|
1974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Corcoran House at DuPont Circle (fka DuPont Circle) |
|
|
|
G |
|
|
1961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Courthouse Plaza |
|
|
|
G |
|
|
1990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Creekside (San Mateo) |
|
|
|
|
— |
|
|
1985 |
|
|
|
|
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|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Cronins Landing |
|
|
|
G |
|
|
1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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(
|
) |
|
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|
|
|
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|
|
|
Crystal Place |
|
|
|
|
— |
|
|
1986 |
|
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|
|
|
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(
|
) |
|
|
|
|
|
|
|
|
|
Dalton, The |
|
|
|
G |
|
|
2018 |
|
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|
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|
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(
|
) |
|
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|
|
|
|
|
|
|
|
Deerwood (SD) |
|
|
|
|
— |
|
|
1990 |
|
|
|
|
|
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|
(
|
) |
|
|
|
|
|
|
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|
|
Del Mar Ridge |
|
|
|
|
— |
|
|
1998 |
|
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|
|
|
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(
|
) |
|
|
|
|
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|
|
Eagle Canyon |
|
|
|
|
— |
|
|
1985 |
|
|
|
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|
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(
|
) |
|
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|
|
Edge, The (fka 4885 Edgemoor Lane) |
|
|
|
|
— |
|
|
2021 |
|
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(
|
) |
|
|
|
|
|
|
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|
|
Edgemont at Bethesda Metro |
|
|
|
|
— |
|
|
1989 |
|
|
|
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|
(
|
) |
|
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|
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|
|
Emerson Place |
|
|
|
G |
|
|
1962 |
|
|
|
|
|
|
|
|
|
|
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|
|
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(
|
) |
|
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|
|
Encore at Sherman Oaks, The |
|
|
|
|
— |
|
|
1988 |
|
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(
|
) |
|
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|
|
Eviva on Cherokee |
|
|
|
|
— |
|
|
2017 |
|
|
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(
|
) |
|
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|
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|
|
S- 5
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2022
|
Description |
|
|
Initial Cost to
|
|
|
Cost
|
|
|
Gross Amount Carried at
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Apartment Name |
|
Location |
|
Non-Residential
|
|
|
Date of
|
|
Apartment
|
|
|
Land |
|
|
Building &
|
|
|
Building &
|
|
|
Land |
|
|
Building &
|
|
|
Total (B) |
|
|
Accumulated
|
|
|
Investment
|
|
|
Encumbrances |
|
|||||||||||
|
Flora |
|
|
|
|
— |
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Fremont Center |
|
|
|
G |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Gaithersburg Station |
|
|
|
G |
|
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Gateway at Malden Center |
|
|
|
G |
|
|
1988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Geary Court Yard |
|
|
|
|
— |
|
|
1990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Girard |
|
|
|
G |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Hampshire Place |
|
|
|
|
— |
|
|
1989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Harbor Steps |
|
|
|
G |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Hathaway |
|
|
|
|
— |
|
|
1987 |
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Helios (fka 2nd+Pine) |
|
|
|
G |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Heritage at Stone Ridge |
|
|
|
|
— |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Heritage Ridge |
|
|
|
|
— |
|
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Hesby |
|
|
|
|
— |
|
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Highlands at South Plainfield |
|
|
|
|
— |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Hikari |
|
|
|
G |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Hudson Crossing |
|
|
|
G |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Hudson Pointe |
|
|
|
|
— |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Huxley, The |
|
|
|
|
— |
|
|
2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Indie Deep Ellum |
|
|
|
G |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Ivory Wood |
|
|
|
|
— |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Jia (fka Chinatown Gateway) |
|
|
|
G |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Junction 47 (fka West Seattle) |
|
|
|
G |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Juniper Sandy Springs |
|
|
|
|
— |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Kelvin, The (fka Modera) |
|
|
|
|
— |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Kilby |
|
|
|
|
— |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Laguna Clara |
|
|
|
|
— |
|
|
1972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Laguna Clara II |
|
|
|
|
— |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Landings at Port Imperial |
|
|
|
|
— |
|
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Lane |
|
|
|
G |
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Lex, The |
|
|
|
|
— |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Liberty Park |
|
|
|
|
— |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Liberty Tower |
|
|
|
G |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Lincoln Heights |
|
|
|
|
— |
|
|
1991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Lofts at Kendall Square (fka Kendall Square) |
|
|
|
|
— |
|
|
1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Lofts at Kendall Square ll (fka 249 Third Street) |
|
|
|
G |
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Longacre House |
|
|
|
G |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Longfellow Place |
|
|
|
G |
|
|
1975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Luna Upper Westside |
|
|
|
|
— |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Madox |
|
|
|
G |
|
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Mantena |
|
|
|
G |
|
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Mara Pacific Beach |
|
|
|
G |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Marina 41 (fka Marina Del Rey) |
|
|
|
|
— |
|
|
1973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Mariposa at Playa Del Rey (fka Playa Del Rey) |
|
|
|
|
— |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
S- 6
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2022
|
Description |
|
|
Initial Cost to
|
|
|
Cost
|
|
|
Gross Amount Carried at
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Apartment Name |
|
Location |
|
Non-Residential
|
|
|
Date of
|
|
Apartment
|
|
|
Land |
|
|
Building &
|
|
|
Building &
|
|
|
Land |
|
|
Building &
|
|
|
Total (B) |
|
|
Accumulated
|
|
|
Investment
|
|
|
Encumbrances |
|
|||||||||||
|
Market Street Village |
|
|
|
|
— |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Marlowe (fka Oakwood Crystal City) |
|
|
|
|
— |
|
|
1987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Milano Lofts |
|
|
|
G |
|
|
1925/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Mill Creek |
|
|
|
|
— |
|
|
1991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Milo |
|
|
|
|
— |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Mosaic at Metro |
|
|
|
|
— |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Mountain View Redevelopment |
|
|
|
|
— |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mozaic at Union Station |
|
|
|
|
— |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Murray Hill Tower (fka Murray Hill) |
|
|
|
G |
|
|
1974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Next on Sixth |
|
|
|
G |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
North Pier at Harborside |
|
|
|
|
— |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Northglen |
|
|
|
|
— |
|
|
1988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Northpark |
|
|
|
|
— |
|
|
1972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Oak Park Combined |
|
|
|
|
— |
|
|
1989 & 1990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Oaks |
|
|
|
|
— |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Ocean Crest |
|
|
|
|
— |
|
|
1986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Odin (fka Tallman) |
|
|
|
|
— |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Olivian at the Realm |
|
|
|
|
— |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
One Henry Adams |
|
|
|
G |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
One India Street (fka Oakwood Boston) |
|
|
|
G |
|
|
1901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Osprey |
|
|
|
G |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Pacific Place |
|
|
|
|
— |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Packard Building |
|
|
|
G |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Parc 77 |
|
|
|
G |
|
|
1903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Parc Cameron |
|
|
|
G |
|
|
1927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Parc Coliseum |
|
|
|
G |
|
|
1910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Parc East Towers |
|
|
|
G |
|
|
1977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Parc on Powell (fka Parkside at Emeryville) |
|
|
|
G |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Park Connecticut |
|
|
|
|
— |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Park West (CA) |
|
|
|
|
— |
|
|
1987/1990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Parkside |
|
|
|
|
— |
|
|
1979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Pearl, The (WA) |
|
|
|
G |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Pearl MDR (fka Oakwood Marina Del Rey) |
|
|
|
G |
|
|
1969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Pegasus |
|
|
|
G |
|
|
1949/2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Portofino |
|
|
|
|
— |
|
|
1989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Portofino (Val) |
|
|
|
|
— |
|
|
1989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Portside Towers |
|
|
|
G |
|
|
1992-1997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Potrero 1010 |
|
|
|
G |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Prado (fka Glendale) |
|
|
|
|
— |
|
|
1988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Prime, The |
|
|
|
|
— |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Prism at Park Avenue South (fka 400 Park Avenue South) |
|
|
|
G |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Promenade at Town Center I & II |
|
|
|
|
— |
|
|
2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Providence |
|
|
|
|
— |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
S- 7
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2022
|
Description |
|
|
Initial Cost to
|
|
|
Cost
|
|
|
Gross Amount Carried at
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Apartment Name |
|
Location |
|
Non-Residential
|
|
|
Date of
|
|
Apartment
|
|
|
Land |
|
|
Building &
|
|
|
Building &
|
|
|
Land |
|
|
Building &
|
|
|
Total (B) |
|
|
Accumulated
|
|
|
Investment
|
|
|
Encumbrances |
|
|||||||||||
|
Quarry Hills |
|
|
|
|
— |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Radiant Fairfax Ridge |
|
|
|
|
— |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Radius Uptown |
|
|
|
|
— |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Redmond Court |
|
|
|
|
— |
|
|
1977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Regency Palms |
|
|
|
|
— |
|
|
1969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Reserve at Burlington, The |
|
|
|
|
— |
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Reserve at Clarendon Centre, The |
|
|
|
G |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Reserve at Eisenhower, The |
|
|
|
|
— |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Reserve at Empire Lakes |
|
|
|
|
— |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Reserve at Fairfax Corner |
|
|
|
|
— |
|
|
2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Reserve at Mountain View (fka Mountain View) |
|
|
|
|
— |
|
|
1965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Reserve at Potomac Yard |
|
|
|
|
— |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Reserve at Town Center I-III (WA) |
|
|
|
G |
|
|
2001, 2009, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Rianna I & II |
|
|
|
G |
|
|
2000/2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Ridgewood Village I&II |
|
|
|
|
— |
|
|
1997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Riva Terra I (fka Redwood Shores) |
|
|
|
|
— |
|
|
1986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Riva Terra II (fka Harborside) |
|
|
|
|
— |
|
|
1986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Riverpark |
|
|
|
G |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Rivington, The |
|
|
|
|
— |
|
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Rivington II, The |
|
|
|
|
— |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rosecliff II |
|
|
|
|
— |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Sakura Crossing |
|
|
|
G |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Saxton |
|
|
|
G |
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Seventh & James |
|
|
|
G |
|
|
1992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Sheffield Court |
|
|
|
|
— |
|
|
1986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Siena Terrace |
|
|
|
|
— |
|
|
1988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Skycrest |
|
|
|
|
— |
|
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Skyhouse South |
|
|
|
G |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Skylark |
|
|
|
|
— |
|
|
1986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Skyview |
|
|
|
|
— |
|
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
SoMa II |
|
|
|
|
— |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sonterra at Foothill Ranch |
|
|
|
|
— |
|
|
1997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
South City Station (fka South San Francisco) |
|
|
|
G |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Southwood |
|
|
|
|
— |
|
|
1985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Springline |
|
|
|
G |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Square One |
|
|
|
|
— |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
STOA |
|
|
|
G |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Summerset Village |
|
|
|
|
— |
|
|
1985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Ten23 (fka 500 West 23rd Street) |
|
|
|
G |
|
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Terraces, The |
|
|
|
G |
|
|
1975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Theo |
|
|
|
G |
|
|
2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
S- 8
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2022
|
Description |
|
|
Initial Cost to
|
|
|
Cost
|
|
|
Gross Amount Carried at
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Apartment Name |
|
Location |
|
Non-Residential
|
|
|
Date of
|
|
|
Apartment
|
|
|
Land |
|
|
Building &
|
|
|
Building &
|
|
|
Land |
|
|
Building &
|
|
|
Total (B) |
|
|
Accumulated
|
|
|
Investment
|
|
|
Encumbrances |
|
||||||||||||
|
Third Square |
|
|
|
G |
|
|
2008/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Three20 |
|
|
|
G |
|
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Toscana |
|
|
|
|
— |
|
|
1991/1993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Town Square at Mark Center I&II |
|
|
|
|
— |
|
|
1996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Troy Boston |
|
|
|
G |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Urbana (fka Market Street Landing) |
|
|
|
G |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Uwajimaya Village |
|
|
|
|
— |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Vantage Hollywood |
|
|
|
|
— |
|
|
1987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Veloce |
|
|
|
G |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Venue at the Promenade |
|
|
|
|
— |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Verde Condominium Homes (fka Mission Verde, LLC) |
|
|
|
|
— |
|
|
1986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Veridian (fka Silver Spring) |
|
|
|
G |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Versailles |
|
|
|
|
— |
|
|
1991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Versailles (K-Town) |
|
|
|
|
— |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Victor on Venice |
|
|
|
G |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Villa Solana |
|
|
|
|
— |
|
|
1984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Village at Del Mar Heights, The (fka Del Mar Heights) |
|
|
|
|
— |
|
|
1986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Virginia Square |
|
|
|
G |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Vista 99 (fka Tasman) |
|
|
|
|
— |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Vista Del Lago |
|
|
|
|
— |
|
|
1986-1988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Walden Park |
|
|
|
|
— |
|
|
1966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Water Park Towers |
|
|
|
|
— |
|
|
1989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Watertown Square |
|
|
|
G |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Weaver, The |
|
|
|
G |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
West 96th |
|
|
|
G |
|
|
1987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
West End Apartments (fka Emerson Place/CRP II) |
|
|
|
G |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Westchester at Rockville |
|
|
|
|
— |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Westerly |
|
|
|
G |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Westmont |
|
|
|
G |
|
|
1986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Westside |
|
|
|
|
— |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Westside Barrington (fka Westside Villas III) |
|
|
|
|
— |
|
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Westside Barry (Westside Villas VI) |
|
|
|
|
— |
|
|
1989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Westside Beloit (fka Westside Villas I) |
|
|
|
|
— |
|
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Westside Bundy (fka Westside Villas II) |
|
|
|
|
— |
|
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Westside Butler (fka Westside Villas IV) |
|
|
|
|
— |
|
|
1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Westside Villas (fka Westside Villas V &VII) |
|
|
|
|
— |
|
|
1999 & 2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Windridge (CA) |
|
|
|
|
— |
|
|
1989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Wisconsin Place |
|
|
|
|
— |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Woodleaf |
|
|
|
|
— |
|
|
1984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Zephyr on the Park |
|
|
|
G |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
Management Business |
|
|
|
|
— |
|
|
(D) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Operating Partnership |
|
|
|
|
— |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Wholly Owned Unencumbered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
S- 9
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2022
|
Description |
|
|
Initial Cost to
|
|
|
Cost
|
|
|
Gross Amount Carried at
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Apartment Name |
|
Location |
|
Non-Residential
|
|
|
Date of
|
|
Apartment
|
|
|
Land |
|
|
Building &
|
|
|
Building &
|
|
|
Land |
|
|
Building &
|
|
|
Total (B) |
|
|
Accumulated
|
|
|
Investment
|
|
|
Encumbrances |
|
|||||||||||
|
Wholly Owned Encumbered: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
1111 Belle Pre (fka The Madison) |
|
|
|
G |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
2501 Porter |
|
|
|
|
— |
|
|
1988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
(H) |
|
|
|
300 East 39th (fka East 39th) |
|
|
|
G |
|
|
2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
303 East 83rd (fka Camargue) |
|
|
|
G |
|
|
1976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
(H) |
|
||
|
425 Broadway |
|
|
|
G |
|
|
2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
(H) |
|
||
|
Artisan Square |
|
|
|
|
— |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Avanti |
|
|
|
|
— |
|
|
1987 |
|
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|
|
|
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|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Avenir Apartments |
|
|
|
G |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
City Pointe |
|
|
|
G |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Cleveland House |
|
|
|
|
— |
|
|
1953 |
|
|
|
|
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|
|
|
|
|
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|
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|
|
|
|
(
|
) |
|
|
|
|
|
(H) |
|
|
|
Elevé |
|
|
|
G |
|
|
2013 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Estancia at Santa Clara (fka Santa Clara) |
|
|
|
|
— |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
(
|
) |
|
|
|
|
|
(H) |
|
|
|
Fairchase |
|
|
|
|
— |
|
|
2007 |
|
|
|
|
|
|
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|
|
|
|
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|
|
(
|
) |
|
|
|
|
|
(H) |
|
|
|
Flats at DuPont Circle |
|
|
|
|
— |
|
|
1967 |
|
|
|
|
|
|
|
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(
|
) |
|
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|
|
|
(H) |
|
|
|
Glo |
|
|
|
G |
|
|
2008 |
|
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|
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|
|
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|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Heights on Capitol Hill |
|
|
|
G |
|
|
2006 |
|
|
|
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|
|
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|
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(
|
) |
|
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|
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|
|
|
Kelvin Court (fka Alta Pacific) |
|
|
|
|
— |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Kenwood Mews |
|
|
|
|
— |
|
|
1991 |
|
|
|
|
|
|
|
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|
|
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|
|
(
|
) |
|
|
|
|
|
|
|
|
|
La Terrazza at Colma Station |
|
|
|
G |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Lindley Apartments |
|
|
|
|
— |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Lofts 590 |
|
|
|
|
— |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Longview Place |
|
|
|
|
— |
|
|
2004 |
|
|
|
|
|
|
|
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|
|
|
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|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Mark on 8th |
|
|
|
G |
|
|
2016 |
|
|
|
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|
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|
|
(
|
) |
|
|
|
|
|
(H) |
|
||
|
Metro on First |
|
|
|
G |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Moda |
|
|
|
G |
|
|
2009 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
|
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|
|
(
|
) |
|
|
|
|
|
(I) |
|
||
|
Montierra (CA) |
|
|
|
|
— |
|
|
1990 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Notch |
|
|
|
|
— |
|
|
2020 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
(H) |
|
|
|
Old Town Lofts |
|
|
|
G |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Olympus Towers |
|
|
|
G |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Park Place at San Mateo (fka San Mateo) |
|
|
|
G |
|
|
2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
(H) |
|
||
|
Red 160 (fka Redmond Way) |
|
|
|
G |
|
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
(H) |
|
||
|
Skyhouse Denver |
|
|
|
G |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
SoMa Square Apartments (fka South Market) |
|
|
|
G |
|
|
1986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
(H) |
|
||
|
Teresina |
|
|
|
|
— |
|
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Vintage |
|
|
|
|
— |
|
|
2005-2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Vintage at 425 Broadway (fka Promenade) |
|
|
|
G |
|
|
1934/2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
(H) |
|
||
|
West 54th |
|
|
|
G |
|
|
2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Portfolio/Entity Encumbrances (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Wholly Owned Encumbered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
S- 10
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2022
|
Description |
|
|
Initial Cost to
|
|
|
Cost
|
|
|
Gross Amount Carried at
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Apartment Name |
|
Location |
|
Non-Residential
|
|
|
Date of
|
|
Apartment
|
|
|
Land |
|
|
Building &
|
|
|
Building &
|
|
|
Land |
|
|
Building &
|
|
|
Total (B) |
|
|
Accumulated
|
|
|
Investment
|
|
|
Encumbrances |
|
|||||||||||
|
Partially Owned Unencumbered: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
2300 Elliott |
|
|
|
G |
|
|
1992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Bellevue Meadows |
|
|
|
|
— |
|
|
1983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Canyon Ridge |
|
|
|
|
— |
|
|
1989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Country Oaks |
|
|
|
|
— |
|
|
1985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Harrison Square (fka Elliot Bay) |
|
|
|
G |
|
|
1992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Lantern Cove |
|
|
|
|
— |
|
|
1985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Radius Koreatown |
|
|
|
|
— |
|
|
2014/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Rosecliff |
|
|
|
|
— |
|
|
1990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Schooner Bay I |
|
|
|
|
— |
|
|
1985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Schooner Bay II |
|
|
|
|
— |
|
|
1985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
St Johns West |
|
|
|
|
— |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Venn at Main |
|
|
|
G |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
Virgil Square |
|
|
|
|
— |
|
|
1979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
Partially Owned Unencumbered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Partially Owned Encumbered: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Aero Apartments |
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G |
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|
2021 |
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(
|
) |
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|
Canyon Creek (CA) |
|
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|
— |
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|
1984 |
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|
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|
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|
(
|
) |
|
|
|
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|
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Reverb (fka 9th and W) |
|
|
|
G |
|
|
(F) |
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Partially Owned Encumbered |
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(
|
) |
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|||||||||||
|
Total Consolidated Investment in Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
|
|
|
$ |
|
|
|
S- 11
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2022
NOTES:
S- 12