Maryland (Equity Residential)
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13-3675988 (Equity Residential)
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Illinois (ERP Operating Limited Partnership)
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36-3894853 (ERP Operating Limited Partnership)
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
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Two North Riverside Plaza, Chicago, Illinois 60606
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(312) 474-1300
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(Address of Principal Executive Offices) (Zip Code)
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(Registrant's Telephone Number, Including Area Code)
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Equity Residential Yes
x
No
¨
|
ERP Operating Limited Partnership Yes
x
No
o
|
Equity Residential Yes
x
No
¨
|
ERP Operating Limited Partnership Yes
x
No
o
|
Equity Residential:
|
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
ERP Operating Limited Partnership:
|
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
x
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
Equity Residential Yes
¨
No
x
|
ERP Operating Limited Partnership Yes
¨
No
x
|
•
|
enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
|
•
|
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
|
|
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PAGE
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2
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3 to 4
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5 to 7
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8 to 9
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10
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11 to 12
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13 to 15
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16 to 17
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18 to 40
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41 to 62
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62
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62 to 63
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64
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64
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64
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64
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64
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64
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64
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June 30,
2012 |
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December 31,
2011 |
||||
ASSETS
|
|
|
|
|
||||
Investment in real estate
|
|
|
|
|
||||
Land
|
|
$
|
4,565,646
|
|
|
$
|
4,367,816
|
|
Depreciable property
|
|
15,886,832
|
|
|
15,554,740
|
|
||
Projects under development
|
|
198,912
|
|
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160,190
|
|
||
Land held for development
|
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372,108
|
|
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325,200
|
|
||
Investment in real estate
|
|
21,023,498
|
|
|
20,407,946
|
|
||
Accumulated depreciation
|
|
(4,777,887
|
)
|
|
(4,539,583
|
)
|
||
Investment in real estate, net
|
|
16,245,611
|
|
|
15,868,363
|
|
||
Cash and cash equivalents
|
|
44,585
|
|
|
383,921
|
|
||
Investments in unconsolidated entities
|
|
17,886
|
|
|
12,327
|
|
||
Deposits – restricted
|
|
193,892
|
|
|
152,237
|
|
||
Escrow deposits – mortgage
|
|
9,139
|
|
|
10,692
|
|
||
Deferred financing costs, net
|
|
41,854
|
|
|
44,608
|
|
||
Other assets
|
|
161,445
|
|
|
187,155
|
|
||
Total assets
|
|
$
|
16,714,412
|
|
|
$
|
16,659,303
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
4,004,496
|
|
|
$
|
4,111,487
|
|
Notes, net
|
|
5,354,768
|
|
|
5,609,574
|
|
||
Lines of credit
|
|
35,000
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
|
72,647
|
|
|
35,206
|
|
||
Accrued interest payable
|
|
82,695
|
|
|
88,121
|
|
||
Other liabilities
|
|
430,650
|
|
|
291,289
|
|
||
Security deposits
|
|
68,265
|
|
|
65,286
|
|
||
Distributions payable
|
|
109,463
|
|
|
179,079
|
|
||
Total liabilities
|
|
10,157,984
|
|
|
10,380,042
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
||||
Redeemable Noncontrolling Interests – Operating Partnership
|
|
452,203
|
|
|
416,404
|
|
||
Equity:
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred Shares of beneficial interest, $0.01 par value;
100,000,000 shares authorized; 1,600,000 shares issued and outstanding as of
June 30, 2012 and December 31, 2011
|
|
200,000
|
|
|
200,000
|
|
||
Common Shares of beneficial interest, $0.01 par value;
1,000,000,000 shares authorized; 300,961,645 shares issued and outstanding as of
June 30, 2012 and 297,508,185 shares issued and outstanding as of December 31, 2011
|
|
3,010
|
|
|
2,975
|
|
||
Paid in capital
|
|
5,226,088
|
|
|
5,047,186
|
|
||
Retained earnings
|
|
654,235
|
|
|
615,572
|
|
||
Accumulated other comprehensive (loss)
|
|
(198,075
|
)
|
|
(196,718
|
)
|
||
Total shareholders’ equity
|
|
5,885,258
|
|
|
5,669,015
|
|
||
Noncontrolling Interests:
|
|
|
|
|
||||
Operating Partnership
|
|
144,521
|
|
|
119,536
|
|
||
Partially Owned Properties
|
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74,446
|
|
|
74,306
|
|
||
Total Noncontrolling Interests
|
|
218,967
|
|
|
193,842
|
|
||
Total equity
|
|
6,104,225
|
|
|
5,862,857
|
|
||
Total liabilities and equity
|
|
$
|
16,714,412
|
|
|
$
|
16,659,303
|
|
|
|
Six Months Ended June 30,
|
|
Quarter Ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
1,063,162
|
|
|
$
|
939,121
|
|
|
$
|
541,569
|
|
|
$
|
478,419
|
|
Fee and asset management
|
|
4,276
|
|
|
3,754
|
|
|
2,212
|
|
|
1,948
|
|
||||
Total revenues
|
|
1,067,438
|
|
|
942,875
|
|
|
543,781
|
|
|
480,367
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
EXPENSES
|
|
|
|
|
|
|
|
|
||||||||
Property and maintenance
|
|
218,004
|
|
|
202,157
|
|
|
107,024
|
|
|
98,571
|
|
||||
Real estate taxes and insurance
|
|
118,768
|
|
|
106,610
|
|
|
63,126
|
|
|
54,803
|
|
||||
Property management
|
|
44,417
|
|
|
43,148
|
|
|
21,008
|
|
|
20,767
|
|
||||
Fee and asset management
|
|
2,487
|
|
|
1,957
|
|
|
1,180
|
|
|
1,009
|
|
||||
Depreciation
|
|
346,079
|
|
|
311,891
|
|
|
172,338
|
|
|
154,452
|
|
||||
General and administrative
|
|
27,082
|
|
|
22,341
|
|
|
13,394
|
|
|
10,908
|
|
||||
Total expenses
|
|
756,837
|
|
|
688,104
|
|
|
378,070
|
|
|
340,510
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
310,601
|
|
|
254,771
|
|
|
165,711
|
|
|
139,857
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
|
431
|
|
|
1,288
|
|
|
259
|
|
|
277
|
|
||||
Other expenses
|
|
(16,584
|
)
|
|
(6,790
|
)
|
|
(9,517
|
)
|
|
(4,630
|
)
|
||||
Interest:
|
|
|
|
|
|
|
|
|
||||||||
Expense incurred, net
|
|
(234,247
|
)
|
|
(240,443
|
)
|
|
(115,618
|
)
|
|
(119,997
|
)
|
||||
Amortization of deferred financing costs
|
|
(7,037
|
)
|
|
(7,401
|
)
|
|
(4,063
|
)
|
|
(4,396
|
)
|
||||
Income before income and other taxes, net gain on sales
of land parcels and discontinued operations
|
|
53,164
|
|
|
1,425
|
|
|
36,772
|
|
|
11,111
|
|
||||
Income and other tax (expense) benefit
|
|
(405
|
)
|
|
(386
|
)
|
|
(214
|
)
|
|
(202
|
)
|
||||
Net gain on sales of land parcels
|
|
—
|
|
|
4,217
|
|
|
—
|
|
|
4,217
|
|
||||
Income from continuing operations
|
|
52,759
|
|
|
5,256
|
|
|
36,558
|
|
|
15,126
|
|
||||
Discontinued operations, net
|
|
207,723
|
|
|
709,563
|
|
|
71,757
|
|
|
566,627
|
|
||||
Net income
|
|
260,482
|
|
|
714,819
|
|
|
108,315
|
|
|
581,753
|
|
||||
Net (income) attributable to Noncontrolling Interests:
|
|
|
|
|
|
|
|
|
||||||||
Operating Partnership
|
|
(11,150
|
)
|
|
(31,533
|
)
|
|
(4,732
|
)
|
|
(25,758
|
)
|
||||
Partially Owned Properties
|
|
(769
|
)
|
|
(31
|
)
|
|
(319
|
)
|
|
(71
|
)
|
||||
Net income attributable to controlling interests
|
|
248,563
|
|
|
683,255
|
|
|
103,264
|
|
|
555,924
|
|
||||
Preferred distributions
|
|
(6,933
|
)
|
|
(6,933
|
)
|
|
(3,467
|
)
|
|
(3,467
|
)
|
||||
Net income available to Common Shares
|
|
$
|
241,630
|
|
|
$
|
676,322
|
|
|
$
|
99,797
|
|
|
$
|
552,457
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations available to Common
Shares
|
|
$
|
0.14
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
Net income available to Common Shares
|
|
$
|
0.81
|
|
|
$
|
2.30
|
|
|
$
|
0.33
|
|
|
$
|
1.88
|
|
Weighted average Common Shares outstanding
|
|
299,499
|
|
|
293,784
|
|
|
300,193
|
|
|
294,663
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations available to Common
Shares
|
|
$
|
0.14
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
Net income available to Common Shares
|
|
$
|
0.80
|
|
|
$
|
2.30
|
|
|
$
|
0.33
|
|
|
$
|
1.85
|
|
Weighted average Common Shares outstanding
|
|
316,457
|
|
|
293,784
|
|
|
317,648
|
|
|
312,199
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared per Common Share outstanding
|
|
$
|
0.6750
|
|
|
$
|
0.6750
|
|
|
$
|
0.3375
|
|
|
$
|
0.3375
|
|
|
|
Six Months Ended June 30,
|
|
Quarter Ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
260,482
|
|
|
$
|
714,819
|
|
|
$
|
108,315
|
|
|
$
|
581,753
|
|
Other comprehensive (loss):
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) – derivative instruments:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding (losses) arising during the period
|
|
(8,642
|
)
|
|
(25,119
|
)
|
|
(11,860
|
)
|
|
(31,201
|
)
|
||||
Losses reclassified into earnings from other
comprehensive income
|
|
7,203
|
|
|
1,891
|
|
|
3,640
|
|
|
935
|
|
||||
Other comprehensive income – other instruments:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains arising during the period
|
|
82
|
|
|
493
|
|
|
118
|
|
|
347
|
|
||||
Other comprehensive (loss)
|
|
(1,357
|
)
|
|
(22,735
|
)
|
|
(8,102
|
)
|
|
(29,919
|
)
|
||||
Comprehensive income
|
|
259,125
|
|
|
692,084
|
|
|
100,213
|
|
|
551,834
|
|
||||
Comprehensive (income) attributable to Noncontrolling
Interests
|
|
(11,919
|
)
|
|
(31,564
|
)
|
|
(5,051
|
)
|
|
(25,829
|
)
|
||||
Comprehensive income attributable to controlling interests
|
|
$
|
247,206
|
|
|
$
|
660,520
|
|
|
$
|
95,162
|
|
|
$
|
526,005
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
260,482
|
|
|
$
|
714,819
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
348,106
|
|
|
330,930
|
|
||
Amortization of deferred financing costs
|
|
7,037
|
|
|
8,048
|
|
||
Amortization of discounts and premiums on debt
|
|
(3,538
|
)
|
|
851
|
|
||
Amortization of deferred settlements on derivative instruments
|
|
6,935
|
|
|
1,624
|
|
||
Write-off of pursuit costs
|
|
3,565
|
|
|
3,038
|
|
||
Distributions from unconsolidated entities – return on capital
|
|
240
|
|
|
42
|
|
||
Net (gain) on sales of land parcels
|
|
—
|
|
|
(4,217
|
)
|
||
Net (gain) on sales of discontinued operations
|
|
(204,053
|
)
|
|
(682,236
|
)
|
||
Loss on debt extinguishments
|
|
272
|
|
|
—
|
|
||
Unrealized (gain) loss on derivative instruments
|
|
(1
|
)
|
|
2,569
|
|
||
Compensation paid with Company Common Shares
|
|
16,878
|
|
|
12,389
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
(Increase) decrease in deposits – restricted
|
|
(1,330
|
)
|
|
1,971
|
|
||
(Increase) in other assets
|
|
(23,017
|
)
|
|
(4,456
|
)
|
||
Increase in accounts payable and accrued expenses
|
|
35,794
|
|
|
35,165
|
|
||
(Decrease) in accrued interest payable
|
|
(5,426
|
)
|
|
(6,047
|
)
|
||
Increase (decrease) in other liabilities
|
|
141,090
|
|
|
(21,980
|
)
|
||
Increase (decrease) in security deposits
|
|
2,979
|
|
|
(33
|
)
|
||
Net cash provided by operating activities
|
|
586,013
|
|
|
392,477
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Investment in real estate – acquisitions
|
|
(520,775
|
)
|
|
(475,397
|
)
|
||
Investment in real estate – development/other
|
|
(78,210
|
)
|
|
(63,558
|
)
|
||
Improvements to real estate
|
|
(68,319
|
)
|
|
(64,863
|
)
|
||
Additions to non-real estate property
|
|
(4,700
|
)
|
|
(3,987
|
)
|
||
Interest capitalized for real estate and unconsolidated entities under development
|
|
(10,055
|
)
|
|
(3,683
|
)
|
||
Proceeds from disposition of real estate, net
|
|
333,015
|
|
|
1,194,005
|
|
||
Investments in unconsolidated entities
|
|
(5,420
|
)
|
|
(412
|
)
|
||
(Increase) in deposits on real estate acquisitions and investments, net
|
|
(40,539
|
)
|
|
(171,152
|
)
|
||
Decrease in mortgage deposits
|
|
1,553
|
|
|
1,688
|
|
||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
(87
|
)
|
|
(8,575
|
)
|
||
Net cash (used for) provided by investing activities
|
|
(393,537
|
)
|
|
404,066
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Loan and bond acquisition costs
|
|
$
|
(4,283
|
)
|
|
$
|
(1,466
|
)
|
Mortgage notes payable:
|
|
|
|
|
||||
Proceeds
|
|
—
|
|
|
135,230
|
|
||
Restricted cash
|
|
214
|
|
|
(11,663
|
)
|
||
Lump sum payoffs
|
|
(198,763
|
)
|
|
(632,477
|
)
|
||
Scheduled principal repayments
|
|
(7,575
|
)
|
|
(8,366
|
)
|
||
Loss on debt extinguishments
|
|
(272
|
)
|
|
—
|
|
||
Notes, net:
|
|
|
|
|
||||
Lump sum payoffs
|
|
(253,858
|
)
|
|
(93,096
|
)
|
||
Lines of credit:
|
|
|
|
|
||||
Proceeds
|
|
105,000
|
|
|
—
|
|
||
Repayments
|
|
(70,000
|
)
|
|
—
|
|
||
Proceeds from sale of Common Shares
|
|
152,058
|
|
|
154,508
|
|
||
Proceeds from Employee Share Purchase Plan (ESPP)
|
|
4,523
|
|
|
3,501
|
|
||
Proceeds from exercise of options
|
|
31,281
|
|
|
83,534
|
|
||
Payment of offering costs
|
|
(1,907
|
)
|
|
(2,611
|
)
|
||
Other financing activities, net
|
|
(33
|
)
|
|
(33
|
)
|
||
Contributions – Noncontrolling Interests – Partially Owned Properties
|
|
2,935
|
|
|
—
|
|
||
Contributions – Noncontrolling Interests – Operating Partnership
|
|
5
|
|
|
—
|
|
||
Distributions:
|
|
|
|
|
||||
Common Shares
|
|
(269,755
|
)
|
|
(231,995
|
)
|
||
Preferred Shares
|
|
(6,933
|
)
|
|
(6,933
|
)
|
||
Noncontrolling Interests – Operating Partnership
|
|
(12,224
|
)
|
|
(10,866
|
)
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
(2,225
|
)
|
|
(454
|
)
|
||
Net cash (used for) financing activities
|
|
(531,812
|
)
|
|
(623,187
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(339,336
|
)
|
|
173,356
|
|
||
Cash and cash equivalents, beginning of period
|
|
383,921
|
|
|
431,408
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
44,585
|
|
|
$
|
604,764
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
|
$
|
236,600
|
|
|
$
|
242,655
|
|
Net cash paid for income and other taxes
|
|
$
|
454
|
|
|
$
|
628
|
|
Real estate acquisitions/dispositions/other:
|
|
|
|
|
||||
Mortgage loans assumed
|
|
$
|
106,600
|
|
|
$
|
99,131
|
|
Valuation of OP Units issued
|
|
$
|
66,606
|
|
|
$
|
—
|
|
Amortization of discounts and premiums on debt:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
(4,664
|
)
|
|
$
|
(3,816
|
)
|
Notes, net
|
|
$
|
1,126
|
|
|
$
|
4,667
|
|
Amortization of deferred settlements on derivative instruments:
|
|
|
|
|
||||
Other liabilities
|
|
$
|
(268
|
)
|
|
$
|
(267
|
)
|
Accumulated other comprehensive income
|
|
$
|
7,203
|
|
|
$
|
1,891
|
|
Unrealized (gain) loss on derivative instruments:
|
|
|
|
|
||||
Other assets
|
|
$
|
4,663
|
|
|
$
|
1,975
|
|
Mortgage notes payable
|
|
$
|
(2,589
|
)
|
|
$
|
(226
|
)
|
Notes, net
|
|
$
|
(2,074
|
)
|
|
$
|
(501
|
)
|
Other liabilities
|
|
$
|
8,641
|
|
|
$
|
26,440
|
|
Accumulated other comprehensive income
|
|
$
|
(8,642
|
)
|
|
$
|
(25,119
|
)
|
Interest capitalized for real estate and unconsolidated entities under development:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(9,676
|
)
|
|
$
|
(3,597
|
)
|
Investments in unconsolidated entities
|
|
$
|
(379
|
)
|
|
$
|
(86
|
)
|
Other:
|
|
|
|
|
||||
Receivable on sale of Common Shares
|
|
$
|
28,457
|
|
|
$
|
—
|
|
|
|
||
|
Six Months Ended
|
||
|
June 30, 2012
|
||
SHAREHOLDERS’ EQUITY
|
|
||
|
|
||
PREFERRED SHARES
|
|
||
Balance, beginning of year
|
$
|
200,000
|
|
Balance, end of period
|
$
|
200,000
|
|
|
|
||
COMMON SHARES, $0.01 PAR VALUE
|
|
||
Balance, beginning of year
|
$
|
2,975
|
|
Conversion of OP Units into Common Shares
|
2
|
|
|
Issuance of Common Shares
|
21
|
|
|
Exercise of share options
|
10
|
|
|
Employee Share Purchase Plan (ESPP)
|
1
|
|
|
Share-based employee compensation expense:
|
|
||
Restricted shares
|
1
|
|
|
Balance, end of period
|
$
|
3,010
|
|
|
|
||
PAID IN CAPITAL
|
|
||
Balance, beginning of year
|
$
|
5,047,186
|
|
Common Share Issuance:
|
|
||
Conversion of OP Units into Common Shares
|
4,752
|
|
|
Issuance of Common Shares
|
123,580
|
|
|
Exercise of share options
|
31,271
|
|
|
Employee Share Purchase Plan (ESPP)
|
4,522
|
|
|
Share-based employee compensation expense:
|
|
||
Restricted shares
|
5,115
|
|
|
Share options
|
7,976
|
|
|
ESPP discount
|
809
|
|
|
Offering costs
|
(1,907
|
)
|
|
Supplemental Executive Retirement Plan (SERP)
|
(5,473
|
)
|
|
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
1,219
|
|
|
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership
|
(32,391
|
)
|
|
Adjustment for Noncontrolling Interests ownership in Operating Partnership
|
39,429
|
|
|
Balance, end of period
|
$
|
5,226,088
|
|
|
|
||
RETAINED EARNINGS
|
|
||
Balance, beginning of year
|
$
|
615,572
|
|
Net income attributable to controlling interests
|
248,563
|
|
|
Common Share distributions
|
(202,967
|
)
|
|
Preferred Share distributions
|
(6,933
|
)
|
|
Balance, end of period
|
$
|
654,235
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
ASSETS
|
|
|
|
|
||||
Investment in real estate
|
|
|
|
|
||||
Land
|
|
$
|
4,565,646
|
|
|
$
|
4,367,816
|
|
Depreciable property
|
|
15,886,832
|
|
|
15,554,740
|
|
||
Projects under development
|
|
198,912
|
|
|
160,190
|
|
||
Land held for development
|
|
372,108
|
|
|
325,200
|
|
||
Investment in real estate
|
|
21,023,498
|
|
|
20,407,946
|
|
||
Accumulated depreciation
|
|
(4,777,887
|
)
|
|
(4,539,583
|
)
|
||
Investment in real estate, net
|
|
16,245,611
|
|
|
15,868,363
|
|
||
Cash and cash equivalents
|
|
44,585
|
|
|
383,921
|
|
||
Investments in unconsolidated entities
|
|
17,886
|
|
|
12,327
|
|
||
Deposits – restricted
|
|
193,892
|
|
|
152,237
|
|
||
Escrow deposits – mortgage
|
|
9,139
|
|
|
10,692
|
|
||
Deferred financing costs, net
|
|
41,854
|
|
|
44,608
|
|
||
Other assets
|
|
161,445
|
|
|
187,155
|
|
||
Total assets
|
|
$
|
16,714,412
|
|
|
$
|
16,659,303
|
|
|
|
|
|
|
||||
LIABILITIES AND CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
4,004,496
|
|
|
$
|
4,111,487
|
|
Notes, net
|
|
5,354,768
|
|
|
5,609,574
|
|
||
Lines of credit
|
|
35,000
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
|
72,647
|
|
|
35,206
|
|
||
Accrued interest payable
|
|
82,695
|
|
|
88,121
|
|
||
Other liabilities
|
|
430,650
|
|
|
291,289
|
|
||
Security deposits
|
|
68,265
|
|
|
65,286
|
|
||
Distributions payable
|
|
109,463
|
|
|
179,079
|
|
||
Total liabilities
|
|
10,157,984
|
|
|
10,380,042
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
||||
Redeemable Limited Partners
|
|
452,203
|
|
|
416,404
|
|
||
Capital:
|
|
|
|
|
||||
Partners’ Capital:
|
|
|
|
|
||||
Preference Units
|
|
200,000
|
|
|
200,000
|
|
||
General Partner
|
|
5,883,333
|
|
|
5,665,733
|
|
||
Limited Partners
|
|
144,521
|
|
|
119,536
|
|
||
Accumulated other comprehensive (loss)
|
|
(198,075
|
)
|
|
(196,718
|
)
|
||
Total partners’ capital
|
|
6,029,779
|
|
|
5,788,551
|
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
74,446
|
|
|
74,306
|
|
||
Total capital
|
|
6,104,225
|
|
|
5,862,857
|
|
||
Total liabilities and capital
|
|
$
|
16,714,412
|
|
|
$
|
16,659,303
|
|
|
|
Six Months Ended June 30,
|
|
Quarter Ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
1,063,162
|
|
|
$
|
939,121
|
|
|
$
|
541,569
|
|
|
$
|
478,419
|
|
Fee and asset management
|
|
4,276
|
|
|
3,754
|
|
|
2,212
|
|
|
1,948
|
|
||||
Total revenues
|
|
1,067,438
|
|
|
942,875
|
|
|
543,781
|
|
|
480,367
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
EXPENSES
|
|
|
|
|
|
|
|
|
||||||||
Property and maintenance
|
|
218,004
|
|
|
202,157
|
|
|
107,024
|
|
|
98,571
|
|
||||
Real estate taxes and insurance
|
|
118,768
|
|
|
106,610
|
|
|
63,126
|
|
|
54,803
|
|
||||
Property management
|
|
44,417
|
|
|
43,148
|
|
|
21,008
|
|
|
20,767
|
|
||||
Fee and asset management
|
|
2,487
|
|
|
1,957
|
|
|
1,180
|
|
|
1,009
|
|
||||
Depreciation
|
|
346,079
|
|
|
311,891
|
|
|
172,338
|
|
|
154,452
|
|
||||
General and administrative
|
|
27,082
|
|
|
22,341
|
|
|
13,394
|
|
|
10,908
|
|
||||
Total expenses
|
|
756,837
|
|
|
688,104
|
|
|
378,070
|
|
|
340,510
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
310,601
|
|
|
254,771
|
|
|
165,711
|
|
|
139,857
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
|
431
|
|
|
1,288
|
|
|
259
|
|
|
277
|
|
||||
Other expenses
|
|
(16,584
|
)
|
|
(6,790
|
)
|
|
(9,517
|
)
|
|
(4,630
|
)
|
||||
Interest:
|
|
|
|
|
|
|
|
|
||||||||
Expense incurred, net
|
|
(234,247
|
)
|
|
(240,443
|
)
|
|
(115,618
|
)
|
|
(119,997
|
)
|
||||
Amortization of deferred financing costs
|
|
(7,037
|
)
|
|
(7,401
|
)
|
|
(4,063
|
)
|
|
(4,396
|
)
|
||||
Income before income and other taxes, net gain on sales
of land parcels and discontinued operations
|
|
53,164
|
|
|
1,425
|
|
|
36,772
|
|
|
11,111
|
|
||||
Income and other tax (expense) benefit
|
|
(405
|
)
|
|
(386
|
)
|
|
(214
|
)
|
|
(202
|
)
|
||||
Net gain on sales of land parcels
|
|
—
|
|
|
4,217
|
|
|
—
|
|
|
4,217
|
|
||||
Income from continuing operations
|
|
52,759
|
|
|
5,256
|
|
|
36,558
|
|
|
15,126
|
|
||||
Discontinued operations, net
|
|
207,723
|
|
|
709,563
|
|
|
71,757
|
|
|
566,627
|
|
||||
Net income
|
|
260,482
|
|
|
714,819
|
|
|
108,315
|
|
|
581,753
|
|
||||
Net (income) attributable to Noncontrolling Interests –
Partially Owned Properties
|
|
(769
|
)
|
|
(31
|
)
|
|
(319
|
)
|
|
(71
|
)
|
||||
Net income attributable to controlling interests
|
|
$
|
259,713
|
|
|
$
|
714,788
|
|
|
$
|
107,996
|
|
|
$
|
581,682
|
|
|
|
|
|
|
|
|
|
|
||||||||
ALLOCATION OF NET INCOME:
|
|
|
|
|
|
|
|
|
||||||||
Preference Units
|
|
$
|
6,933
|
|
|
$
|
6,933
|
|
|
$
|
3,467
|
|
|
$
|
3,467
|
|
|
|
|
|
|
|
|
|
|
||||||||
General Partner
|
|
$
|
241,630
|
|
|
$
|
676,322
|
|
|
$
|
99,797
|
|
|
$
|
552,457
|
|
Limited Partners
|
|
11,150
|
|
|
31,533
|
|
|
4,732
|
|
|
25,758
|
|
||||
Net income available to Units
|
|
$
|
252,780
|
|
|
$
|
707,855
|
|
|
$
|
104,529
|
|
|
$
|
578,215
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per Unit – basic:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations available to Units
|
|
$
|
0.14
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
Net income available to Units
|
|
$
|
0.81
|
|
|
$
|
2.30
|
|
|
$
|
0.33
|
|
|
$
|
1.88
|
|
Weighted average Units outstanding
|
|
313,133
|
|
|
307,106
|
|
|
314,255
|
|
|
307,954
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per Unit – diluted:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations available to Units
|
|
$
|
0.14
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
Net income available to Units
|
|
$
|
0.80
|
|
|
$
|
2.30
|
|
|
$
|
0.33
|
|
|
$
|
1.85
|
|
Weighted average Units outstanding
|
|
316,457
|
|
|
307,106
|
|
|
317,648
|
|
|
312,199
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared per Unit outstanding
|
|
$
|
0.6750
|
|
|
$
|
0.6750
|
|
|
$
|
0.3375
|
|
|
$
|
0.3375
|
|
|
|
Six Months Ended June 30,
|
|
Quarter Ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
260,482
|
|
|
$
|
714,819
|
|
|
$
|
108,315
|
|
|
$
|
581,753
|
|
Other comprehensive (loss):
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) – derivative instruments:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding (losses) arising during the period
|
|
(8,642
|
)
|
|
(25,119
|
)
|
|
(11,860
|
)
|
|
(31,201
|
)
|
||||
Losses reclassified into earnings from other
comprehensive income
|
|
7,203
|
|
|
1,891
|
|
|
3,640
|
|
|
935
|
|
||||
Other comprehensive income – other instruments:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains arising during the period
|
|
82
|
|
|
493
|
|
|
118
|
|
|
347
|
|
||||
Other comprehensive (loss)
|
|
(1,357
|
)
|
|
(22,735
|
)
|
|
(8,102
|
)
|
|
(29,919
|
)
|
||||
Comprehensive income
|
|
259,125
|
|
|
692,084
|
|
|
100,213
|
|
|
551,834
|
|
||||
Comprehensive (income) attributable to Noncontrolling
Interests – Partially Owned Properties
|
|
(769
|
)
|
|
(31
|
)
|
|
(319
|
)
|
|
(71
|
)
|
||||
Comprehensive income attributable to controlling interests
|
|
$
|
258,356
|
|
|
$
|
692,053
|
|
|
$
|
99,894
|
|
|
$
|
551,763
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
260,482
|
|
|
$
|
714,819
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
348,106
|
|
|
330,930
|
|
||
Amortization of deferred financing costs
|
|
7,037
|
|
|
8,048
|
|
||
Amortization of discounts and premiums on debt
|
|
(3,538
|
)
|
|
851
|
|
||
Amortization of deferred settlements on derivative instruments
|
|
6,935
|
|
|
1,624
|
|
||
Write-off of pursuit costs
|
|
3,565
|
|
|
3,038
|
|
||
Distributions from unconsolidated entities – return on capital
|
|
240
|
|
|
42
|
|
||
Net (gain) on sales of land parcels
|
|
—
|
|
|
(4,217
|
)
|
||
Net (gain) on sales of discontinued operations
|
|
(204,053
|
)
|
|
(682,236
|
)
|
||
Loss on debt extinguishments
|
|
272
|
|
|
—
|
|
||
Unrealized (gain) loss on derivative instruments
|
|
(1
|
)
|
|
2,569
|
|
||
Compensation paid with Company Common Shares
|
|
16,878
|
|
|
12,389
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
(Increase) decrease in deposits – restricted
|
|
(1,330
|
)
|
|
1,971
|
|
||
(Increase) in other assets
|
|
(23,017
|
)
|
|
(4,456
|
)
|
||
Increase in accounts payable and accrued expenses
|
|
35,794
|
|
|
35,165
|
|
||
(Decrease) in accrued interest payable
|
|
(5,426
|
)
|
|
(6,047
|
)
|
||
Increase (decrease) in other liabilities
|
|
141,090
|
|
|
(21,980
|
)
|
||
Increase (decrease) in security deposits
|
|
2,979
|
|
|
(33
|
)
|
||
Net cash provided by operating activities
|
|
586,013
|
|
|
392,477
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Investment in real estate – acquisitions
|
|
(520,775
|
)
|
|
(475,397
|
)
|
||
Investment in real estate – development/other
|
|
(78,210
|
)
|
|
(63,558
|
)
|
||
Improvements to real estate
|
|
(68,319
|
)
|
|
(64,863
|
)
|
||
Additions to non-real estate property
|
|
(4,700
|
)
|
|
(3,987
|
)
|
||
Interest capitalized for real estate and unconsolidated entities under development
|
|
(10,055
|
)
|
|
(3,683
|
)
|
||
Proceeds from disposition of real estate, net
|
|
333,015
|
|
|
1,194,005
|
|
||
Investments in unconsolidated entities
|
|
(5,420
|
)
|
|
(412
|
)
|
||
(Increase) in deposits on real estate acquisitions and investments, net
|
|
(40,539
|
)
|
|
(171,152
|
)
|
||
Decrease in mortgage deposits
|
|
1,553
|
|
|
1,688
|
|
||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
(87
|
)
|
|
(8,575
|
)
|
||
Net cash (used for) provided by investing activities
|
|
(393,537
|
)
|
|
404,066
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Loan and bond acquisition costs
|
|
$
|
(4,283
|
)
|
|
$
|
(1,466
|
)
|
Mortgage notes payable:
|
|
|
|
|
||||
Proceeds
|
|
—
|
|
|
135,230
|
|
||
Restricted cash
|
|
214
|
|
|
(11,663
|
)
|
||
Lump sum payoffs
|
|
(198,763
|
)
|
|
(632,477
|
)
|
||
Scheduled principal repayments
|
|
(7,575
|
)
|
|
(8,366
|
)
|
||
Loss on debt extinguishments
|
|
(272
|
)
|
|
—
|
|
||
Notes, net:
|
|
|
|
|
||||
Lump sum payoffs
|
|
(253,858
|
)
|
|
(93,096
|
)
|
||
Lines of credit:
|
|
|
|
|
||||
Proceeds
|
|
105,000
|
|
|
—
|
|
||
Repayments
|
|
(70,000
|
)
|
|
—
|
|
||
Proceeds from sale of OP Units
|
|
152,058
|
|
|
154,508
|
|
||
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)
|
|
4,523
|
|
|
3,501
|
|
||
Proceeds from exercise of EQR options
|
|
31,281
|
|
|
83,534
|
|
||
Payment of offering costs
|
|
(1,907
|
)
|
|
(2,611
|
)
|
||
Other financing activities, net
|
|
(33
|
)
|
|
(33
|
)
|
||
Contributions – Noncontrolling Interests – Partially Owned Properties
|
|
2,935
|
|
|
—
|
|
||
Contributions – Limited Partners
|
|
5
|
|
|
—
|
|
||
Distributions:
|
|
|
|
|
||||
OP Units – General Partner
|
|
(269,755
|
)
|
|
(231,995
|
)
|
||
Preference Units
|
|
(6,933
|
)
|
|
(6,933
|
)
|
||
OP Units – Limited Partners
|
|
(12,224
|
)
|
|
(10,866
|
)
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
(2,225
|
)
|
|
(454
|
)
|
||
Net cash (used for) financing activities
|
|
(531,812
|
)
|
|
(623,187
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(339,336
|
)
|
|
173,356
|
|
||
Cash and cash equivalents, beginning of period
|
|
383,921
|
|
|
431,408
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
44,585
|
|
|
$
|
604,764
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
|
$
|
236,600
|
|
|
$
|
242,655
|
|
Net cash paid for income and other taxes
|
|
$
|
454
|
|
|
$
|
628
|
|
Real estate acquisitions/dispositions/other:
|
|
|
|
|
||||
Mortgage loans assumed
|
|
$
|
106,600
|
|
|
$
|
99,131
|
|
Valuation of OP Units issued
|
|
$
|
66,606
|
|
|
$
|
—
|
|
Amortization of discounts and premiums on debt:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
(4,664
|
)
|
|
$
|
(3,816
|
)
|
Notes, net
|
|
$
|
1,126
|
|
|
$
|
4,667
|
|
Amortization of deferred settlements on derivative instruments:
|
|
|
|
|
||||
Other liabilities
|
|
$
|
(268
|
)
|
|
$
|
(267
|
)
|
Accumulated other comprehensive income
|
|
$
|
7,203
|
|
|
$
|
1,891
|
|
Unrealized (gain) loss on derivative instruments:
|
|
|
|
|
||||
Other assets
|
|
$
|
4,663
|
|
|
$
|
1,975
|
|
Mortgage notes payable
|
|
$
|
(2,589
|
)
|
|
$
|
(226
|
)
|
Notes, net
|
|
$
|
(2,074
|
)
|
|
$
|
(501
|
)
|
Other liabilities
|
|
$
|
8,641
|
|
|
$
|
26,440
|
|
Accumulated other comprehensive income
|
|
$
|
(8,642
|
)
|
|
$
|
(25,119
|
)
|
Interest capitalized for real estate and unconsolidated entities under development:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(9,676
|
)
|
|
$
|
(3,597
|
)
|
Investments in unconsolidated entities
|
|
$
|
(379
|
)
|
|
$
|
(86
|
)
|
Other:
|
|
|
|
|
||||
Receivable on sale of OP Units
|
|
$
|
28,457
|
|
|
$
|
—
|
|
|
Six Months Ended
|
||
|
June 30, 2012
|
||
PARTNERS’ CAPITAL
|
|
||
|
|
||
PREFERENCE UNITS
|
|
||
Balance, beginning of year
|
$
|
200,000
|
|
Balance, end of period
|
$
|
200,000
|
|
|
|
||
GENERAL PARTNER
|
|
||
Balance, beginning of year
|
$
|
5,665,733
|
|
OP Unit Issuance:
|
|
||
Conversion of OP Units held by Limited Partners into OP Units held by General Partner
|
4,754
|
|
|
Issuance of OP Units
|
123,601
|
|
|
Exercise of EQR share options
|
31,281
|
|
|
EQR’s Employee Share Purchase Plan (ESPP)
|
4,523
|
|
|
Share-based employee compensation expense:
|
|
||
EQR restricted shares
|
5,116
|
|
|
EQR share options
|
7,976
|
|
|
EQR ESPP discount
|
809
|
|
|
Offering costs
|
(1,907
|
)
|
|
Net income available to Units – General Partner
|
241,630
|
|
|
OP Units – General Partner distributions
|
(202,967
|
)
|
|
Supplemental Executive Retirement Plan (SERP)
|
(5,473
|
)
|
|
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
1,219
|
|
|
Change in market value of Redeemable Limited Partners
|
(32,391
|
)
|
|
Adjustment for Limited Partners ownership in Operating Partnership
|
39,429
|
|
|
Balance, end of period
|
$
|
5,883,333
|
|
|
|
||
LIMITED PARTNERS
|
|
||
Balance, beginning of year
|
$
|
119,536
|
|
Issuance of OP Units to Limited Partners
|
66,606
|
|
|
Issuance of LTIP Units to Limited Partners
|
5
|
|
|
Conversion of OP Units held by Limited Partners into OP Units held by General Partner
|
(4,754
|
)
|
|
Equity compensation associated with Units – Limited Partners
|
4,211
|
|
|
Net income available to Units – Limited Partners
|
11,150
|
|
|
Units – Limited Partners distributions
|
(9,396
|
)
|
|
Change in carrying value of Redeemable Limited Partners
|
(3,408
|
)
|
|
Adjustment for Limited Partners ownership in Operating Partnership
|
(39,429
|
)
|
|
Balance, end of period
|
$
|
144,521
|
|
|
|
||
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
|
|
||
Balance, beginning of year
|
$
|
(196,718
|
)
|
Accumulated other comprehensive (loss) – derivative instruments:
|
|
||
Unrealized holding (losses) arising during the period
|
(8,642
|
)
|
|
Losses reclassified into earnings from other comprehensive income
|
7,203
|
|
|
Accumulated other comprehensive income – other instruments:
|
|
||
Unrealized holding gains arising during the period
|
82
|
|
|
Balance, end of period
|
$
|
(198,075
|
)
|
|
Six Months Ended
|
||
|
June 30, 2012
|
||
NONCONTROLLING INTERESTS
|
|
||
|
|
||
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
|
|
||
Balance, beginning of year
|
$
|
74,306
|
|
Net income attributable to Noncontrolling Interests
|
769
|
|
|
Contributions by Noncontrolling Interests
|
2,935
|
|
|
Distributions to Noncontrolling Interests
|
(2,258
|
)
|
|
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
(1,306
|
)
|
|
Balance, end of period
|
$
|
74,446
|
|
1.
|
Business
|
|
|
Properties
|
|
Apartment Units
|
||
Wholly Owned Properties
|
|
398
|
|
|
111,500
|
|
Partially Owned Properties – Consolidated
|
|
21
|
|
|
3,916
|
|
Military Housing
|
|
2
|
|
|
4,939
|
|
|
|
421
|
|
|
120,355
|
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Equity, Capital and Other Interests
|
|
|
|
|
2012
|
|
Common Shares
|
|
|
Common Shares outstanding at January 1,
|
297,508,185
|
|
Common Shares Issued:
|
|
|
Conversion of OP Units
|
135,823
|
|
Issuance of Common Shares
|
2,078,310
|
|
Exercise of share options
|
1,014,585
|
|
Employee Share Purchase Plan (ESPP)
|
91,872
|
|
Restricted share grants, net
|
132,870
|
|
Common Shares outstanding at June 30,
|
300,961,645
|
|
Units
|
|
|
Units outstanding at January 1,
|
13,492,543
|
|
LTIP Units, net
|
70,235
|
|
OP Units issued through acquisitions
|
1,081,797
|
|
Conversion of OP Units to Common Shares
|
(135,823
|
)
|
Units outstanding at June 30,
|
14,508,752
|
|
Total Common Shares and Units outstanding at June 30,
|
315,470,397
|
|
Units Ownership Interest in Operating Partnership
|
4.6
|
%
|
|
2012
|
||
Balance at January 1,
|
$
|
416,404
|
|
Change in market value
|
32,391
|
|
|
Change in carrying value
|
3,408
|
|
|
Balance at June 30,
|
$
|
452,203
|
|
|
|
|
|
|
|
Amounts in thousands
|
||||||||
|
|
Redemption
Date (1)
|
|
Annual
Dividend per
Share (2)
|
|
June 30,
2012 |
|
December 31,
2011 |
||||||
Preferred Shares of beneficial interest, $0.01 par value;
100,000,000 shares authorized:
|
|
|
|
|
|
|
|
|
||||||
8.29% Series K Cumulative Redeemable Preferred; liquidation
value $50 per share; 1,000,000 shares issued and outstanding
at June 30, 2012 and December 31, 2011
|
|
12/10/26
|
|
|
$4.145
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
6.48% Series N Cumulative Redeemable Preferred; liquidation
value $250 per share; 600,000 shares issued and outstanding
at June 30, 2012 and December 31, 2011 (3)(4)
|
|
06/19/08
|
|
|
$16.20
|
|
|
150,000
|
|
|
150,000
|
|
||
|
|
|
|
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
(1)
|
On or after the redemption date, redeemable preferred shares (Series K and N) may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.
|
(2)
|
Dividends on all series of Preferred Shares are payable quarterly at various pay dates. The dividend listed for Series N is a Preferred Share rate and the equivalent Depositary Share annual dividend is
$1.62
per share.
|
(3)
|
The Series N Preferred Shares have a corresponding depositary share that consists of ten times the number of shares and one-tenth the liquidation value and dividend per share.
|
(4)
|
The Series N Preferred Shares have been called for redemption effective August 20, 2012. As a result of this redemption, the Company will record the write-off of approximately
$5.1 million
in original issuance costs as a premium on the redemption of Preferred Shares during the third quarter of 2012.
|
|
|
|
|
2012
|
|
General and Limited Partner Units
|
|
|
General and Limited Partner Units outstanding at January 1,
|
311,000,728
|
|
Issued to General Partner:
|
|
|
Issuance of OP Units
|
2,078,310
|
|
Exercise of EQR share options
|
1,014,585
|
|
EQR’s Employee Share Purchase Plan (ESPP)
|
91,872
|
|
EQR's restricted share grants, net
|
132,870
|
|
Issued to Limited Partners:
|
|
|
LTIP Units, net
|
70,235
|
|
OP Units issued through acquisitions
|
1,081,797
|
|
General and Limited Partner Units outstanding at June 30,
|
315,470,397
|
|
Limited Partner Units
|
|
|
Limited Partner Units outstanding at January 1,
|
13,492,543
|
|
Limited Partner LTIP Units, net
|
70,235
|
|
Limited Partner OP Units issued through acquisitions
|
1,081,797
|
|
Conversion of Limited Partner OP Units to EQR Common Shares
|
(135,823
|
)
|
Limited Partner Units outstanding at June 30,
|
14,508,752
|
|
Limited Partner Units Ownership Interest in Operating Partnership
|
4.6
|
%
|
|
2012
|
||
Balance at January 1,
|
$
|
416,404
|
|
Change in market value
|
32,391
|
|
|
Change in carrying value
|
3,408
|
|
|
Balance at June 30,
|
$
|
452,203
|
|
|
|
|
|
|
|
Amounts in thousands
|
||||||||
|
|
Redemption
Date (1)
|
Annual
Dividend per Unit (2) |
June 30,
2012 |
|
December 31,
2011 |
||||||||
Preference Units:
|
|
|
|
|
|
|
|
|
||||||
8.29% Series K Cumulative Redeemable Preference Units;
liquidation value $50 per unit; 1,000,000 units issued and
outstanding at June 30, 2012 and December 31, 2011
|
|
12/10/26
|
|
|
$4.145
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
6.48% Series N Cumulative Redeemable Preference Units;
liquidation value $250 per unit; 600,000 units issued and
outstanding at June 30, 2012 and December 31, 2011 (3)(4)
|
|
06/19/08
|
|
|
$16.20
|
|
|
150,000
|
|
|
150,000
|
|
||
|
|
|
|
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
(1)
|
On or after the redemption date, redeemable preference units (Series K and N) may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares.
|
(2)
|
Dividends on all series of Preference Units are payable quarterly at various pay dates. The dividend listed for Series N is a Preference Unit rate and the equivalent depositary unit annual dividend is
$1.62
per unit.
|
(3)
|
The Series N Preference Units have a corresponding depositary unit that consists of ten times the number of units and one-tenth the liquidation value and dividend per unit.
|
(4)
|
The Series N Preference Units have been called for redemption effective August 20, 2012, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares. As a result of this redemption, the Operating Partnership will record the write-off of approximately
$5.1 million
in original issuance costs as a premium on the redemption of Preference Units during the third quarter of 2012.
|
4.
|
Real Estate
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Land
|
|
$
|
4,565,646
|
|
|
$
|
4,367,816
|
|
Depreciable property:
|
|
|
|
|
||||
Buildings and improvements
|
|
14,550,970
|
|
|
14,262,616
|
|
||
Furniture, fixtures and equipment
|
|
1,335,862
|
|
|
1,292,124
|
|
||
Projects under development:
|
|
|
|
|
||||
Land
|
|
75,453
|
|
|
75,646
|
|
||
Construction-in-progress
|
|
123,459
|
|
|
84,544
|
|
||
Land held for development:
|
|
|
|
|
||||
Land
|
|
323,146
|
|
|
299,096
|
|
||
Construction-in-progress
|
|
48,962
|
|
|
26,104
|
|
||
Investment in real estate
|
|
21,023,498
|
|
|
20,407,946
|
|
||
Accumulated depreciation
|
|
(4,777,887
|
)
|
|
(4,539,583
|
)
|
||
Investment in real estate, net
|
|
$
|
16,245,611
|
|
|
$
|
15,868,363
|
|
|
|
Properties
|
|
Apartment Units
|
|
Purchase Price
|
||||
Rental Properties – Consolidated
|
|
5
|
|
|
1,356
|
|
|
$
|
669,969
|
|
Land Parcels (two)
|
|
—
|
|
|
—
|
|
|
23,740
|
|
|
Total
|
|
5
|
|
|
1,356
|
|
|
$
|
693,709
|
|
|
|
Properties
|
|
Apartment Units
|
|
Sales Price
|
||||
Rental Properties – Consolidated
|
|
12
|
|
|
3,184
|
|
|
$
|
336,250
|
|
Total
|
|
12
|
|
|
3,184
|
|
|
$
|
336,250
|
|
5.
|
Commitments to Acquire/Dispose of Real Estate
|
|
|
Properties
|
|
Apartment Units
|
|
Purchase Price
|
||||
Rental Properties
|
|
5
|
|
|
708
|
|
|
$
|
231,983
|
|
Land Parcels (four)
|
|
—
|
|
|
—
|
|
|
112,000
|
|
|
Total
|
|
5
|
|
|
708
|
|
|
$
|
343,983
|
|
|
|
Properties
|
|
Apartment Units
|
|
Sales Price
|
||||
Rental Properties
|
|
8
|
|
|
2,177
|
|
|
$
|
274,030
|
|
Total
|
|
8
|
|
|
2,177
|
|
|
$
|
274,030
|
|
6.
|
Investments in Partially Owned Entities
|
|
|
Consolidated
|
|
Unconsolidated
|
||||||||||||||||
|
|
Development Projects (VIEs) (4)
|
|
|
|
|
|
|||||||||||||
|
|
Held for
and/or Under
Development
|
|
Completed
and
Stabilized
|
|
Other
|
|
Total
|
|
Institutional
Joint
Ventures (5)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total projects (1)
|
|
—
|
|
|
2
|
|
|
19
|
|
|
21
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total apartment units (1)
|
|
—
|
|
|
441
|
|
|
3,475
|
|
|
3,916
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet information at 6/30/12 (at 100%):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in real estate
|
|
$
|
146,582
|
|
|
$
|
114,615
|
|
|
$
|
451,434
|
|
|
$
|
712,631
|
|
|
$
|
103,716
|
|
Accumulated depreciation
|
|
—
|
|
|
(14,312
|
)
|
|
(151,987
|
)
|
|
(166,299
|
)
|
|
—
|
|
|||||
Investment in real estate, net
|
|
146,582
|
|
|
100,303
|
|
|
299,447
|
|
|
546,332
|
|
|
103,716
|
|
|||||
Cash and cash equivalents
|
|
3,382
|
|
|
1,602
|
|
|
11,521
|
|
|
16,505
|
|
|
63
|
|
|||||
Deposits – restricted
|
|
43,593
|
|
|
2,284
|
|
|
5
|
|
|
45,882
|
|
|
—
|
|
|||||
Escrow deposits – mortgage
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|||||
Deferred financing costs, net
|
|
—
|
|
|
9
|
|
|
1,089
|
|
|
1,098
|
|
|
6
|
|
|||||
Other assets
|
|
5,817
|
|
|
121
|
|
|
129
|
|
|
6,067
|
|
|
1
|
|
|||||
Total assets
|
|
$
|
199,374
|
|
|
$
|
104,399
|
|
|
$
|
312,191
|
|
|
$
|
615,964
|
|
|
$
|
103,786
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY/CAPITAL
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage notes payable
|
|
$
|
—
|
|
|
$
|
32,950
|
|
|
$
|
200,337
|
|
|
$
|
233,287
|
|
|
$
|
12,968
|
|
Accounts payable & accrued expenses
|
|
815
|
|
|
525
|
|
|
1,148
|
|
|
2,488
|
|
|
2,723
|
|
|||||
Accrued interest payable
|
|
—
|
|
|
99
|
|
|
782
|
|
|
881
|
|
|
35
|
|
|||||
Other liabilities
|
|
1,272
|
|
|
91
|
|
|
1,115
|
|
|
2,478
|
|
|
71
|
|
|||||
Security deposits
|
|
—
|
|
|
127
|
|
|
1,498
|
|
|
1,625
|
|
|
—
|
|
|||||
Total liabilities
|
|
2,087
|
|
|
33,792
|
|
|
204,880
|
|
|
240,759
|
|
|
15,797
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling Interests – Partially Owned Properties
|
|
79,719
|
|
|
1,078
|
|
|
(6,351
|
)
|
|
74,446
|
|
|
70,428
|
|
|||||
Company equity/General and Limited Partners' Capital
|
|
117,568
|
|
|
69,529
|
|
|
113,662
|
|
|
300,759
|
|
|
17,561
|
|
|||||
Total equity/capital
|
|
197,287
|
|
|
70,607
|
|
|
107,311
|
|
|
375,205
|
|
|
87,989
|
|
|||||
Total liabilities and equity/capital
|
|
$
|
199,374
|
|
|
$
|
104,399
|
|
|
$
|
312,191
|
|
|
$
|
615,964
|
|
|
$
|
103,786
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt – Secured (2):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company/Operating Partnership Ownership (3)
|
|
$
|
—
|
|
|
$
|
32,950
|
|
|
$
|
159,068
|
|
|
$
|
192,018
|
|
|
$
|
2,594
|
|
Noncontrolling Ownership
|
|
—
|
|
|
—
|
|
|
41,269
|
|
|
41,269
|
|
|
10,374
|
|
|||||
Total (at 100%)
|
|
$
|
—
|
|
|
$
|
32,950
|
|
|
$
|
200,337
|
|
|
$
|
233,287
|
|
|
$
|
12,968
|
|
|
|
Consolidated
|
|
Unconsolidated
|
||||||||||||||||
|
|
Development Projects (VIEs) (4)
|
|
|
|
|
|
|
||||||||||||
|
|
Held for
and/or Under
Development
|
|
Completed
and
Stabilized
|
|
Other
|
|
Total
|
|
Institutional
Joint
Ventures (5)
|
||||||||||
Operating information for the six months
ended 6/30/12 (at 100%): |
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenue
|
|
$
|
—
|
|
|
$
|
4,733
|
|
|
$
|
30,467
|
|
|
$
|
35,200
|
|
|
$
|
—
|
|
Operating expenses
|
|
75
|
|
|
1,358
|
|
|
9,711
|
|
|
11,144
|
|
|
—
|
|
|||||
Net operating (loss) income
|
|
(75
|
)
|
|
3,375
|
|
|
20,756
|
|
|
24,056
|
|
|
—
|
|
|||||
Depreciation
|
|
—
|
|
|
2,085
|
|
|
7,683
|
|
|
9,768
|
|
|
—
|
|
|||||
General and administrative/other
|
|
42
|
|
|
3
|
|
|
30
|
|
|
75
|
|
|
—
|
|
|||||
Operating (loss) income
|
|
(117
|
)
|
|
1,287
|
|
|
13,043
|
|
|
14,213
|
|
|
—
|
|
|||||
Interest and other income
|
|
1
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||
Other expenses
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|||||
Interest:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Expense incurred, net
|
|
—
|
|
|
(671
|
)
|
|
(4,694
|
)
|
|
(5,365
|
)
|
|
—
|
|
|||||
Amortization of deferred financing costs
|
|
—
|
|
|
(135
|
)
|
|
(89
|
)
|
|
(224
|
)
|
|
—
|
|
|||||
(Loss) income before income and other taxes
|
|
(242
|
)
|
|
483
|
|
|
8,260
|
|
|
8,501
|
|
|
—
|
|
|||||
Income and other tax (expense) benefit
|
|
(25
|
)
|
|
—
|
|
|
(21
|
)
|
|
(46
|
)
|
|
—
|
|
|||||
Net (loss) income
|
|
$
|
(267
|
)
|
|
$
|
483
|
|
|
$
|
8,239
|
|
|
$
|
8,455
|
|
|
$
|
—
|
|
(1)
|
Project and apartment unit counts exclude all uncompleted development projects until those projects are substantially completed.
|
(2)
|
All debt is non-recourse to the Company.
|
(3)
|
Represents the Company’s/Operating Partnership’s current economic ownership interest.
|
(4)
|
A development project with a noncontrolling interest balance of
$78.7 million
is not a VIE.
|
(5)
|
These development projects (Nexus Sawgrass and Domain) are owned
20%
by the Company and
80%
by an institutional partner in two separate unconsolidated joint ventures. Construction will be predominately funded with
two
separate long-term, non-recourse secured loans from the partner. The Company is responsible for constructing the projects and has given certain construction cost overrun guarantees.
|
7.
|
Deposits – Restricted
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Tax–deferred (1031) exchange proceeds
|
|
$
|
95,203
|
|
|
$
|
53,668
|
|
Earnest money on pending acquisitions
|
|
7,263
|
|
|
7,882
|
|
||
Restricted deposits on debt
|
|
2,156
|
|
|
2,370
|
|
||
Restricted deposits on real estate investments
|
|
43,593
|
|
|
43,970
|
|
||
Resident security and utility deposits
|
|
41,524
|
|
|
40,403
|
|
||
Other
|
|
4,153
|
|
|
3,944
|
|
||
Totals
|
|
$
|
193,892
|
|
|
$
|
152,237
|
|
8.
|
Debt
|
▪
|
Repaid
$206.3 million
of mortgage loans; and
|
▪
|
Assumed
$106.6 million
of mortgage debt on
one
acquired property.
|
▪
|
Repaid
$253.9 million
of
6.625%
unsecured notes at maturity; and
|
▪
|
Entered into a new senior unsecured
$500.0 million
delayed draw term loan facility that could have been drawn anytime on or before July 4, 2012. The Company elected not to draw on this facility and subject to the terms of the agreement, the facility expired undrawn.
|
9.
|
Derivative and Other Fair Value Instruments
|
|
|
Fair Value
Hedges (1) |
|
Forward
Starting Swaps (2) |
||||
Current Notional Balance
|
|
$
|
300,000
|
|
|
$
|
200,000
|
|
Lowest Possible Notional
|
|
$
|
300,000
|
|
|
$
|
200,000
|
|
Highest Possible Notional
|
|
$
|
300,000
|
|
|
$
|
200,000
|
|
Lowest Interest Rate
|
|
2.009
|
%
|
|
3.478
|
%
|
||
Highest Interest Rate
|
|
2.637
|
%
|
|
4.695
|
%
|
||
Earliest Maturity Date
|
|
2013
|
|
|
2023
|
|
||
Latest Maturity Date
|
|
2013
|
|
|
2023
|
|
(1)
|
Fair Value Hedges – Converts outstanding fixed rate debt to a floating interest rate.
|
(2)
|
Forward Starting Swaps – Designed to partially fix the interest rate in advance of a planned future debt issuance. These swaps have mandatory counterparty terminations in 2014, and are targeted to 2013 issuances.
|
•
|
Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
Balance Sheet
Location
|
|
6/30/2012
|
|
Quoted Prices in
Active Markets for
Identical Assets/Liabilities
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair Value Hedges
|
|
Other Assets
|
|
$
|
4,309
|
|
|
$
|
—
|
|
|
$
|
4,309
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Assets
|
|
56,251
|
|
|
56,251
|
|
|
—
|
|
|
—
|
|
||||
Available-for-Sale Investment Securities
|
|
Other Assets
|
|
1,632
|
|
|
1,632
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
62,192
|
|
|
$
|
57,883
|
|
|
$
|
4,309
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward Starting Swaps
|
|
Other Liabilities
|
|
$
|
40,920
|
|
|
$
|
—
|
|
|
$
|
40,920
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Liabilities
|
|
56,251
|
|
|
56,251
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
97,171
|
|
|
$
|
56,251
|
|
|
$
|
40,920
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Partnership/Redeemable
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited Partners
|
|
Mezzanine
|
|
$
|
452,203
|
|
|
$
|
—
|
|
|
$
|
452,203
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
Balance Sheet
Location
|
|
12/31/2011
|
|
Quoted Prices in
Active Markets for
Identical Assets/Liabilities
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair Value Hedges
|
|
Other Assets
|
|
$
|
8,972
|
|
|
$
|
—
|
|
|
$
|
8,972
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Assets
|
|
71,426
|
|
|
71,426
|
|
|
—
|
|
|
—
|
|
||||
Available-for-Sale Investment Securities
|
|
Other Assets
|
|
1,550
|
|
|
1,550
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
81,948
|
|
|
$
|
72,976
|
|
|
$
|
8,972
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward Starting Swaps
|
|
Other Liabilities
|
|
$
|
32,278
|
|
|
$
|
—
|
|
|
$
|
32,278
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Liabilities
|
|
71,426
|
|
|
71,426
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
103,704
|
|
|
$
|
71,426
|
|
|
$
|
32,278
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Partnership/Redeemable
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited Partners
|
|
Mezzanine
|
|
$
|
416,404
|
|
|
$
|
—
|
|
|
$
|
416,404
|
|
|
$
|
—
|
|
June 30, 2012
Type of Fair Value Hedge
|
|
Location of
Gain/(Loss)
Recognized in
Income
on Derivative
|
|
Amount of
Gain/(Loss)
Recognized in
Income
on Derivative
|
|
Hedged Item
|
|
Income Statement
Location of
Hedged
Item Gain/(Loss)
|
|
Amount of
Gain/(Loss)
Recognized in
Income
on Hedged Item
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Swaps
|
|
Interest expense
|
|
$
|
(4,663
|
)
|
|
Fixed rate debt
|
|
Interest expense
|
|
$
|
4,663
|
|
Total
|
|
|
|
$
|
(4,663
|
)
|
|
|
|
|
|
$
|
4,663
|
|
June 30, 2011
Type of Fair Value Hedge
|
|
Location of
Gain/(Loss) Recognized in Income on Derivative |
|
Amount of
Gain/(Loss) Recognized in Income on Derivative |
|
Hedged Item
|
|
Income Statement
Location of Hedged Item Gain/(Loss) |
|
Amount of
Gain/(Loss)
Recognized in
Income
on Hedged Item
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Swaps
|
|
Interest expense
|
|
$
|
(727
|
)
|
|
Fixed rate debt
|
|
Interest expense
|
|
$
|
727
|
|
Total
|
|
|
|
$
|
(727
|
)
|
|
|
|
|
|
$
|
727
|
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
June 30, 2012
Type of Cash Flow Hedge
|
|
Amount of
Gain/(Loss)
Recognized in OCI
on Derivative
|
|
Location of Gain/
(Loss)
Reclassified from
Accumulated
OCI
into Income
|
|
Amount of Gain/
(Loss) Reclassified from Accumulated OCI into Income |
|
Location of
Gain/(Loss)
Recognized in
Income
on Derivative
|
|
Amount of Gain/
(Loss) Reclassified from Accumulated OCI into Income |
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward Starting Swaps/Treasury Locks
|
$
|
(8,642
|
)
|
|
Interest expense
|
|
$
|
(7,203
|
)
|
|
N/A
|
|
$
|
—
|
|
|
Total
|
|
$
|
(8,642
|
)
|
|
|
|
$
|
(7,203
|
)
|
|
|
|
$
|
—
|
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
June 30, 2011
Type of Cash Flow Hedge
|
|
Amount of
Gain/(Loss)
Recognized in OCI
on Derivative
|
|
Location of Gain/
(Loss)
Reclassified from
Accumulated
OCI
into Income
|
|
Amount of Gain/
(Loss) Reclassified from Accumulated OCI into Income |
|
Location of
Gain/(Loss)
Recognized in
Income
on Derivative
|
|
Amount of Gain/
(Loss) Reclassified from Accumulated OCI into Income |
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward Starting Swaps/Treasury Locks
|
|
$
|
(26,441
|
)
|
|
Interest expense
|
|
$
|
(1,891
|
)
|
|
Interest Expense
|
|
$
|
(2,569
|
)
|
Development Interest Rate Swaps/Caps
|
|
1,322
|
|
|
Interest expense
|
|
—
|
|
|
N/A
|
|
—
|
|
|||
Total
|
|
$
|
(25,119
|
)
|
|
|
|
$
|
(1,891
|
)
|
|
|
|
$
|
(2,569
|
)
|
|
|
|
|
Other Assets
|
|
|
||||||||||||||||
June 30, 2012
Security
|
|
Maturity
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Book/
Fair Value
|
|
Interest and
Other Income
|
||||||||||
Available-for-Sale Investment Securities
|
|
N/A
|
|
$
|
675
|
|
|
$
|
957
|
|
|
$
|
—
|
|
|
$
|
1,632
|
|
|
$
|
—
|
|
Total
|
|
|
|
$
|
675
|
|
|
$
|
957
|
|
|
$
|
—
|
|
|
$
|
1,632
|
|
|
$
|
—
|
|
|
|
|
|
Other Assets
|
|
|
||||||||||||||||
December 31, 2011
Security
|
|
Maturity
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Book/
Fair Value
|
|
Interest and
Other Income
|
||||||||||
Available-for-Sale Investment Securities
|
|
N/A
|
|
$
|
675
|
|
|
$
|
875
|
|
|
$
|
—
|
|
|
$
|
1,550
|
|
|
$
|
—
|
|
Total
|
|
|
|
$
|
675
|
|
|
$
|
875
|
|
|
$
|
—
|
|
|
$
|
1,550
|
|
|
$
|
—
|
|
10.
|
Earning Per Share and Earnings Per Unit
|
|
|
Six Months Ended June 30,
|
|
Quarter Ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Numerator for net income per share – basic:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
52,759
|
|
|
$
|
5,256
|
|
|
$
|
36,558
|
|
|
$
|
15,126
|
|
Allocation to Noncontrolling Interests – Operating Partnership, net
|
|
(1,990
|
)
|
|
43
|
|
|
(1,481
|
)
|
|
(544
|
)
|
||||
Net (income) attributable to Noncontrolling Interests – Partially Owned
Properties
|
|
(769
|
)
|
|
(31
|
)
|
|
(319
|
)
|
|
(71
|
)
|
||||
Preferred distributions
|
|
(6,933
|
)
|
|
(6,933
|
)
|
|
(3,467
|
)
|
|
(3,467
|
)
|
||||
Income (loss) from continuing operations available to Common Shares, net
of Noncontrolling Interests
|
|
43,067
|
|
|
(1,665
|
)
|
|
31,291
|
|
|
11,044
|
|
||||
Discontinued operations, net of Noncontrolling Interests
|
|
198,563
|
|
|
677,987
|
|
|
68,506
|
|
|
541,413
|
|
||||
Numerator for net income per share – basic
|
|
$
|
241,630
|
|
|
$
|
676,322
|
|
|
$
|
99,797
|
|
|
$
|
552,457
|
|
Numerator for net income per share – diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
52,759
|
|
|
|
|
$
|
36,558
|
|
|
$
|
15,126
|
|
||
Net (income) attributable to Noncontrolling Interests – Partially Owned
Properties
|
|
(769
|
)
|
|
|
|
(319
|
)
|
|
(71
|
)
|
|||||
Preferred distributions
|
|
(6,933
|
)
|
|
|
|
(3,467
|
)
|
|
(3,467
|
)
|
|||||
Income from continuing operations available to Common Shares
|
|
45,057
|
|
|
|
|
32,772
|
|
|
11,588
|
|
|||||
Discontinued operations, net
|
|
207,723
|
|
|
|
|
71,757
|
|
|
566,627
|
|
|||||
Numerator for net income per share – diluted (1)
|
|
$
|
252,780
|
|
|
$
|
676,322
|
|
|
$
|
104,529
|
|
|
$
|
578,215
|
|
Denominator for net income per share – basic and diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Denominator for net income per share – basic
|
|
299,499
|
|
|
293,784
|
|
|
300,193
|
|
|
294,663
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
OP Units
|
|
13,634
|
|
|
|
|
14,062
|
|
|
13,291
|
|
|||||
Long-term compensation shares/units
|
|
3,324
|
|
|
|
|
3,393
|
|
|
4,245
|
|
|||||
Denominator for net income per share – diluted (1)
|
|
316,457
|
|
|
293,784
|
|
|
317,648
|
|
|
312,199
|
|
||||
Net income per share – basic
|
|
$
|
0.81
|
|
|
$
|
2.30
|
|
|
$
|
0.33
|
|
|
$
|
1.88
|
|
Net income per share – diluted
|
|
$
|
0.80
|
|
|
$
|
2.30
|
|
|
$
|
0.33
|
|
|
$
|
1.85
|
|
Net income per share – basic:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations available to Common Shares, net
of Noncontrolling Interests
|
|
$
|
0.144
|
|
|
$
|
(0.006
|
)
|
|
$
|
0.104
|
|
|
$
|
0.038
|
|
Discontinued operations, net of Noncontrolling Interests
|
|
0.663
|
|
|
2.308
|
|
|
0.228
|
|
|
1.837
|
|
||||
Net income per share – basic
|
|
$
|
0.807
|
|
|
$
|
2.302
|
|
|
$
|
0.332
|
|
|
$
|
1.875
|
|
Net income per share – diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations available to Common Shares
|
|
$
|
0.142
|
|
|
$
|
(0.006
|
)
|
|
$
|
0.103
|
|
|
$
|
0.037
|
|
Discontinued operations, net
|
|
0.657
|
|
|
2.308
|
|
|
0.226
|
|
|
1.815
|
|
||||
Net income per share – diluted
|
|
$
|
0.799
|
|
|
$
|
2.302
|
|
|
$
|
0.329
|
|
|
$
|
1.852
|
|
(1)
|
Potential common shares issuable from the assumed conversion of OP Units and the exercise/vesting of long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per share calculation as the Company had a loss from continuing operations for the six months ended
June 30, 2011
.
|
|
|
Six Months Ended June 30,
|
|
Quarter Ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Numerator for net income per Unit – basic and diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
52,759
|
|
|
$
|
5,256
|
|
|
$
|
36,558
|
|
|
$
|
15,126
|
|
Net (income) attributable to Noncontrolling Interests – Partially Owned
Properties
|
|
(769
|
)
|
|
(31
|
)
|
|
(319
|
)
|
|
(71
|
)
|
||||
Allocation to Preference Units
|
|
(6,933
|
)
|
|
(6,933
|
)
|
|
(3,467
|
)
|
|
(3,467
|
)
|
||||
Income (loss) from continuing operations available to Units
|
|
45,057
|
|
|
(1,708
|
)
|
|
32,772
|
|
|
11,588
|
|
||||
Discontinued operations, net
|
|
207,723
|
|
|
709,563
|
|
|
71,757
|
|
|
566,627
|
|
||||
Numerator for net income per Unit – basic and diluted (1)
|
|
$
|
252,780
|
|
|
$
|
707,855
|
|
|
$
|
104,529
|
|
|
$
|
578,215
|
|
Denominator for net income per Unit – basic and diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Denominator for net income per Unit – basic
|
|
313,133
|
|
|
307,106
|
|
|
314,255
|
|
|
307,954
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Dilution for Units issuable upon assumed exercise/vesting of the Company’s
long-term compensation shares/units
|
|
3,324
|
|
|
|
|
3,393
|
|
|
4,245
|
|
|||||
Denominator for net income per Unit – diluted (1)
|
|
316,457
|
|
|
307,106
|
|
|
317,648
|
|
|
312,199
|
|
||||
Net income per Unit – basic
|
|
$
|
0.81
|
|
|
$
|
2.30
|
|
|
$
|
0.33
|
|
|
$
|
1.88
|
|
Net income per Unit – diluted
|
|
$
|
0.80
|
|
|
$
|
2.30
|
|
|
$
|
0.33
|
|
|
$
|
1.85
|
|
Net income per Unit – basic:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations available to Units
|
|
$
|
0.144
|
|
|
$
|
(0.006
|
)
|
|
$
|
0.104
|
|
|
$
|
0.038
|
|
Discontinued operations, net
|
|
0.663
|
|
|
2.308
|
|
|
0.228
|
|
|
1.837
|
|
||||
Net income per Unit – basic
|
|
$
|
0.807
|
|
|
$
|
2.302
|
|
|
$
|
0.332
|
|
|
$
|
1.875
|
|
Net income per Unit – diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations available to Units
|
|
$
|
0.142
|
|
|
$
|
(0.006
|
)
|
|
$
|
0.103
|
|
|
$
|
0.037
|
|
Discontinued operations, net
|
|
0.657
|
|
|
2.308
|
|
|
0.226
|
|
|
1.815
|
|
||||
Net income per Unit – diluted
|
|
$
|
0.799
|
|
|
$
|
2.302
|
|
|
$
|
0.329
|
|
|
$
|
1.852
|
|
(1)
|
Potential Units issuable from the assumed exercise/vesting of the Company’s long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a loss from continuing operations for the six months ended
June 30, 2011
.
|
11.
|
Discontinued Operations
|
|
|
Six Months Ended June 30,
|
|
Quarter Ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
10,131
|
|
|
$
|
105,762
|
|
|
$
|
3,198
|
|
|
$
|
41,757
|
|
Total revenues
|
|
10,131
|
|
|
105,762
|
|
|
3,198
|
|
|
41,757
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
EXPENSES (1)
|
|
|
|
|
|
|
|
|
||||||||
Property and maintenance
|
|
3,197
|
|
|
49,951
|
|
|
1,376
|
|
|
22,471
|
|
||||
Real estate taxes and insurance
|
|
920
|
|
|
7,581
|
|
|
325
|
|
|
2,887
|
|
||||
Depreciation
|
|
2,027
|
|
|
19,039
|
|
|
660
|
|
|
7,115
|
|
||||
General and administrative
|
|
40
|
|
|
47
|
|
|
36
|
|
|
36
|
|
||||
Total expenses
|
|
6,184
|
|
|
76,618
|
|
|
2,397
|
|
|
32,509
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operating income
|
|
3,947
|
|
|
29,144
|
|
|
801
|
|
|
9,248
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
|
43
|
|
|
101
|
|
|
18
|
|
|
96
|
|
||||
Other expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Interest (2):
|
|
|
|
|
|
|
|
|
||||||||
Expense incurred, net
|
|
(369
|
)
|
|
(1,209
|
)
|
|
(288
|
)
|
|
(605
|
)
|
||||
Amortization of deferred financing costs
|
|
—
|
|
|
(647
|
)
|
|
—
|
|
|
(578
|
)
|
||||
Income and other tax (expense) benefit
|
|
49
|
|
|
(62
|
)
|
|
129
|
|
|
(20
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations
|
|
3,670
|
|
|
27,327
|
|
|
660
|
|
|
8,145
|
|
||||
Net gain on sales of discontinued operations
|
|
204,053
|
|
|
682,236
|
|
|
71,097
|
|
|
558,482
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations, net
|
|
$
|
207,723
|
|
|
$
|
709,563
|
|
|
$
|
71,757
|
|
|
$
|
566,627
|
|
(1)
|
Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Company’s period of ownership.
|
(2)
|
Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.
|
12.
|
Commitments and Contingencies
|
13.
|
Reportable Segments
|
|
|
Six Months Ended June 30, 2012
|
||||||||||||||||||||||
|
|
Northeast
|
|
Northwest
|
|
Southeast
|
|
Southwest
|
|
Other (3)
|
|
Total
|
||||||||||||
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
$
|
352,015
|
|
|
$
|
193,858
|
|
|
$
|
181,102
|
|
|
$
|
223,530
|
|
|
$
|
—
|
|
|
$
|
950,505
|
|
Non-same store/other (2) (3)
|
|
45,941
|
|
|
23,425
|
|
|
9,572
|
|
|
29,015
|
|
|
4,704
|
|
|
112,657
|
|
||||||
Total rental income
|
|
397,956
|
|
|
217,283
|
|
|
190,674
|
|
|
252,545
|
|
|
4,704
|
|
|
1,063,162
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
128,239
|
|
|
66,223
|
|
|
70,308
|
|
|
73,610
|
|
|
—
|
|
|
338,380
|
|
||||||
Non-same store/other (2) (3)
|
|
13,188
|
|
|
11,658
|
|
|
3,644
|
|
|
9,995
|
|
|
4,324
|
|
|
42,809
|
|
||||||
Total operating expenses
|
|
141,427
|
|
|
77,881
|
|
|
73,952
|
|
|
83,605
|
|
|
4,324
|
|
|
381,189
|
|
||||||
NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
223,776
|
|
|
127,635
|
|
|
110,794
|
|
|
149,920
|
|
|
—
|
|
|
612,125
|
|
||||||
Non-same store/other (2) (3)
|
|
32,753
|
|
|
11,767
|
|
|
5,928
|
|
|
19,020
|
|
|
380
|
|
|
69,848
|
|
||||||
Total NOI
|
|
$
|
256,529
|
|
|
$
|
139,402
|
|
|
$
|
116,722
|
|
|
$
|
168,940
|
|
|
$
|
380
|
|
|
$
|
681,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$
|
6,918,894
|
|
|
$
|
2,919,857
|
|
|
$
|
2,432,052
|
|
|
$
|
3,355,321
|
|
|
$
|
1,088,288
|
|
|
$
|
16,714,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
$
|
23,199
|
|
|
$
|
15,225
|
|
|
$
|
14,837
|
|
|
$
|
13,196
|
|
|
$
|
1,862
|
|
|
$
|
68,319
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold, which represented
103,950
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after January 1, 2011, plus any properties in lease-up and not stabilized as of January 1, 2011.
|
(3)
|
Other includes development and other corporate operations.
|
|
|
Six Months Ended June 30, 2011
|
||||||||||||||||||||||
|
|
Northeast
|
|
Northwest
|
|
Southeast
|
|
Southwest
|
|
Other (3)
|
|
Total
|
||||||||||||
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
$
|
332,964
|
|
|
$
|
179,133
|
|
|
$
|
173,488
|
|
|
$
|
215,596
|
|
|
$
|
—
|
|
|
$
|
901,181
|
|
Non-same store/other (2) (3)
|
|
19,106
|
|
|
2,175
|
|
|
5,977
|
|
|
9,941
|
|
|
741
|
|
|
37,940
|
|
||||||
Total rental income
|
|
352,070
|
|
|
181,308
|
|
|
179,465
|
|
|
225,537
|
|
|
741
|
|
|
939,121
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
124,633
|
|
|
64,450
|
|
|
69,175
|
|
|
73,667
|
|
|
—
|
|
|
331,925
|
|
||||||
Non-same store/other (2) (3)
|
|
7,035
|
|
|
626
|
|
|
2,323
|
|
|
4,474
|
|
|
5,532
|
|
|
19,990
|
|
||||||
Total operating expenses
|
|
131,668
|
|
|
65,076
|
|
|
71,498
|
|
|
78,141
|
|
|
5,532
|
|
|
351,915
|
|
||||||
NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
208,331
|
|
|
114,683
|
|
|
104,313
|
|
|
141,929
|
|
|
—
|
|
|
569,256
|
|
||||||
Non-same store/other (2) (3)
|
|
12,071
|
|
|
1,549
|
|
|
3,654
|
|
|
5,467
|
|
|
(4,791
|
)
|
|
17,950
|
|
||||||
Total NOI
|
|
$
|
220,402
|
|
|
$
|
116,232
|
|
|
$
|
107,967
|
|
|
$
|
147,396
|
|
|
$
|
(4,791
|
)
|
|
$
|
587,206
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold, which represented
103,950
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after January 1, 2011, plus any properties in lease-up and not stabilized as of January 1, 2011.
|
(3)
|
Other includes development, condominium conversion overhead
of
$0.2 million
and
other corporate operations.
|
|
|
Quarter Ended June 30, 2012
|
||||||||||||||||||||||
|
|
Northeast
|
|
Northwest
|
|
Southeast
|
|
Southwest
|
|
Other (3)
|
|
Total
|
||||||||||||
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
$
|
180,583
|
|
|
$
|
99,300
|
|
|
$
|
94,829
|
|
|
$
|
115,153
|
|
|
$
|
—
|
|
|
$
|
489,865
|
|
Non-same store/other (2) (3)
|
|
23,587
|
|
|
12,054
|
|
|
1,363
|
|
|
12,361
|
|
|
2,339
|
|
|
51,704
|
|
||||||
Total rental income
|
|
204,170
|
|
|
111,354
|
|
|
96,192
|
|
|
127,514
|
|
|
2,339
|
|
|
541,569
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
63,461
|
|
|
33,264
|
|
|
36,255
|
|
|
37,229
|
|
|
—
|
|
|
170,209
|
|
||||||
Non-same store/other (2) (3)
|
|
7,912
|
|
|
5,809
|
|
|
751
|
|
|
4,569
|
|
|
1,908
|
|
|
20,949
|
|
||||||
Total operating expenses
|
|
71,373
|
|
|
39,073
|
|
|
37,006
|
|
|
41,798
|
|
|
1,908
|
|
|
191,158
|
|
||||||
NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
117,122
|
|
|
66,036
|
|
|
58,574
|
|
|
77,924
|
|
|
—
|
|
|
319,656
|
|
||||||
Non-same store/other (2) (3)
|
|
15,675
|
|
|
6,245
|
|
|
612
|
|
|
7,792
|
|
|
431
|
|
|
30,755
|
|
||||||
Total NOI
|
|
$
|
132,797
|
|
|
$
|
72,281
|
|
|
$
|
59,186
|
|
|
$
|
85,716
|
|
|
$
|
431
|
|
|
$
|
350,411
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to April 1, 2011, less properties subsequently sold, which represented
105,604
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after April 1, 2011, plus any properties in lease-up and not stabilized as of April 1, 2011.
|
(3)
|
Other includes development and other corporate operations.
|
|
|
Quarter Ended June 30, 2011
|
||||||||||||||||||||||
|
|
Northeast
|
|
Northwest
|
|
Southeast
|
|
Southwest
|
|
Other (3)
|
|
Total
|
||||||||||||
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
$
|
170,855
|
|
|
$
|
91,969
|
|
|
$
|
90,446
|
|
|
$
|
111,043
|
|
|
$
|
—
|
|
|
$
|
464,313
|
|
Non-same store/other (2) (3)
|
|
9,546
|
|
|
245
|
|
|
—
|
|
|
3,695
|
|
|
620
|
|
|
14,106
|
|
||||||
Total rental income
|
|
180,401
|
|
|
92,214
|
|
|
90,446
|
|
|
114,738
|
|
|
620
|
|
|
478,419
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
60,644
|
|
|
32,495
|
|
|
35,800
|
|
|
37,923
|
|
|
—
|
|
|
166,862
|
|
||||||
Non-same store/other (2) (3)
|
|
3,900
|
|
|
32
|
|
|
—
|
|
|
1,726
|
|
|
1,621
|
|
|
7,279
|
|
||||||
Total operating expenses
|
|
64,544
|
|
|
32,527
|
|
|
35,800
|
|
|
39,649
|
|
|
1,621
|
|
|
174,141
|
|
||||||
NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
110,211
|
|
|
59,474
|
|
|
54,646
|
|
|
73,120
|
|
|
—
|
|
|
297,451
|
|
||||||
Non-same store/other (2) (3)
|
|
5,646
|
|
|
213
|
|
|
—
|
|
|
1,969
|
|
|
(1,001
|
)
|
|
6,827
|
|
||||||
Total NOI
|
|
$
|
115,857
|
|
|
$
|
59,687
|
|
|
$
|
54,646
|
|
|
$
|
75,089
|
|
|
$
|
(1,001
|
)
|
|
$
|
304,278
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to April 1, 2011, less properties subsequently sold, which represented
105,604
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after April 1, 2011, plus any properties in lease-up and not stabilized as of April 1, 2011.
|
(3)
|
Other includes development, condominium conversion overhea
d of
$0.1 million
and other corp
orate operations.
|
(a)
|
Northeast – New England (excluding Boston), Boston, New York Metro, DC Northern Virginia and Suburban Maryland.
|
(b)
|
Northwest – Denver, San Francisco Bay Area and Seattle/Tacoma.
|
(c)
|
Southeast – Atlanta, Jacksonville, Orlando and South Florida.
|
(d)
|
Southwest – Inland Empire, Los Angeles, Orange County, Phoenix and San Diego.
|
|
|
Six Months Ended June 30,
|
|
Quarter Ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Rental income
|
|
$
|
1,063,162
|
|
|
$
|
939,121
|
|
|
$
|
541,569
|
|
|
$
|
478,419
|
|
Property and maintenance expense
|
|
(218,004
|
)
|
|
(202,157
|
)
|
|
(107,024
|
)
|
|
(98,571
|
)
|
||||
Real estate taxes and insurance expense
|
|
(118,768
|
)
|
|
(106,610
|
)
|
|
(63,126
|
)
|
|
(54,803
|
)
|
||||
Property management expense
|
|
(44,417
|
)
|
|
(43,148
|
)
|
|
(21,008
|
)
|
|
(20,767
|
)
|
||||
Total operating expenses
|
|
(381,189
|
)
|
|
(351,915
|
)
|
|
(191,158
|
)
|
|
(174,141
|
)
|
||||
Net operating income
|
|
$
|
681,973
|
|
|
$
|
587,206
|
|
|
$
|
350,411
|
|
|
$
|
304,278
|
|
14.
|
Subsequent Events/Other
|
•
|
Acquired
one
land parcel for
$22.0 million
;
|
•
|
Sold
four
properties consisting of
1,062
apartment units for
$95.7 million
;
|
•
|
Repaid
$16.8 million
in mortgage loans;
|
•
|
Issued
0.7 million
Common Shares at an average price of
$63.27
per share for total consideration of
$47.3 million
under the ATM program, leaving
6.3 million
shares available for issuance;
|
•
|
Called for redemption its Series N Preferred Shares effective August 20, 2012; and
|
•
|
Elected not to draw on its senior unsecured
$500.0 million
delayed draw term loan facility and subject to the terms of the agreement, the facility expired undrawn.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
▪
|
We intend to actively acquire and/or develop multifamily properties for rental operations as market conditions dictate. We may also acquire multifamily properties that are unoccupied or in the early stages of lease up. We may be unable to lease up these apartment properties on schedule, resulting in decreases in expected rental revenues and/or lower yields due to lower occupancy and rates as well as higher than expected concessions. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position or to complete a development property. Additionally, we expect that other real estate investors with capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts. This competition (or lack thereof) may increase (or depress) prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. We have acquired in the past and intend to continue to pursue the acquisition of properties and portfolios of properties, including large portfolios, that could increase our size and result in alterations to our capital structure. The total number of apartment units under development, costs of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation;
|
▪
|
Debt financing and other capital required by the Company may not be available or may only be available on adverse terms;
|
▪
|
Labor and materials required for maintenance, repair, capital expenditure or development may be more expensive than anticipated;
|
▪
|
Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction and excess inventory of multifamily and single family housing, rental housing subsidized by the government, other government programs that favor single family rental housing or owner occupied housing over multifamily rental housing, slow or negative employment growth and household formation, the availability of low-interest mortgages for single family home buyers, changes in social preferences and the potential for geopolitical instability, all of which are beyond the Company's control; and
|
▪
|
Additional factors as discussed in Part I of the Company’s and the Operating Partnership's Annual Report on Form 10-K, particularly those under “Item 1A. Risk Factors”.
|
▪
|
High barriers to entry where, because of land scarcity or government regulation, it is difficult or costly to build new apartment properties, creating limits on new supply;
|
▪
|
High single family home prices making our apartments a more economical housing choice;
|
▪
|
Strong economic growth leading to household formation and job growth, which in turn leads to high demand for our apartments; and
|
▪
|
An attractive quality of life leading to high demand and retention that allows us to increase rents.
|
▪
|
Acquired
$670.0 million
of apartment properties consisting of
five
consolidated properties and
1,356
apartment units at a weighted average cap rate (see definition below) of
4.8%
and
two
land parcels for
$23.7 million
, all of which we deem to be in our strategic targeted markets; and
|
▪
|
Sold
$336.3 million
of consolidated apartment properties consisting of
twelve
properties and
3,184
apartment units at a weighted average cap rate of
6.4%
generating an unlevered internal rate of return (IRR), inclusive of management costs, of
11.0%
, the majority of which were in exit or less desirable markets.
|
|
Six Months Ended
|
|
Quarter Ended
|
||||||
|
June 30, 2012
|
|
June 30, 2012
|
||||||
|
Properties
|
Apartment
Units
|
|
Properties
|
Apartment
Units
|
||||
Same Store Properties at Beginning of Period
|
370
|
|
101,312
|
|
|
389
|
|
105,612
|
|
|
|
|
|
|
|
||||
2010 acquisitions
|
16
|
|
4,445
|
|
|
—
|
|
—
|
|
2010 acquisitions not stabilized
|
(2
|
)
|
(1,238
|
)
|
|
—
|
|
—
|
|
2011 acquisitions
|
—
|
|
—
|
|
|
2
|
|
521
|
|
2012 dispositions
|
(12
|
)
|
(3,184
|
)
|
|
(9
|
)
|
(1,662
|
)
|
Consolidation of previously
unconsolidated properties
in 2010 (1)
|
4
|
|
1,043
|
|
|
—
|
|
—
|
|
Lease-up properties stabilized
|
4
|
|
1,570
|
|
|
3
|
|
1,134
|
|
Other
|
—
|
|
2
|
|
|
—
|
|
(1
|
)
|
|
|
|
|
|
|
||||
Same Store Properties at June 30, 2012
|
380
|
|
103,950
|
|
|
385
|
|
105,604
|
|
|
Six Months Ended
|
|
Quarter Ended
|
||||||
|
June 30, 2012
|
|
June 30, 2012
|
||||||
|
Properties
|
Apartment
Units
|
|
Properties
|
Apartment
Units
|
||||
Same Store
|
380
|
|
103,950
|
|
|
385
|
|
105,604
|
|
|
|
|
|
|
|
||||
Non-Same Store:
|
|
|
|
|
|
||||
2012 acquisitions
|
5
|
|
1,356
|
|
|
5
|
|
1,356
|
|
2011 acquisitions
|
21
|
|
6,198
|
|
|
19
|
|
5,677
|
|
Lease-up properties not yet
stabilized (2)
|
12
|
|
3,909
|
|
|
9
|
|
2,775
|
|
Other
|
1
|
|
3
|
|
|
1
|
|
4
|
|
Total Non-Same Store
|
39
|
|
11,466
|
|
|
34
|
|
9,812
|
|
Military Housing (not consolidated)
|
2
|
|
4,939
|
|
|
2
|
|
4,939
|
|
|
|
|
|
|
|
||||
Total Properties and Apartment Units
|
421
|
|
120,355
|
|
|
421
|
|
120,355
|
|
|
|
|
|
|
|
(1)
|
In 2010, the Company consolidated seven properties containing 1,811 apartment units that had previously been categorized as unconsolidated. Of these properties, one containing 208 apartment units was sold in 2010 and two containing 560 apartment units were sold in 2011.
|
(2)
|
Includes properties in various stages of lease-up and properties where lease-up has been completed but the properties were not stabilized for the comparable periods presented.
|
June YTD 2012 vs. June YTD 2011
|
||||||||||||||||||
Same Store Operating Expenses
|
||||||||||||||||||
$ in thousands – 103,950 Same Store Apartment Units
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Actual
YTD 2012 |
|
Actual
YTD 2011 |
|
$
Change |
|
%
Change |
|
% of Actual
YTD 2012 Operating Expenses |
||||||||
Real estate taxes
|
|
$
|
100,173
|
|
|
$
|
94,906
|
|
|
$
|
5,267
|
|
|
5.5
|
%
|
|
29.6
|
%
|
On-site payroll (1)
|
|
77,526
|
|
|
76,323
|
|
|
1,203
|
|
|
1.6
|
%
|
|
22.9
|
%
|
|||
Utilities (2)
|
|
51,263
|
|
|
52,307
|
|
|
(1,044
|
)
|
|
(2.0
|
%)
|
|
15.2
|
%
|
|||
Repairs and maintenance (3)
|
|
46,468
|
|
|
45,902
|
|
|
566
|
|
|
1.2
|
%
|
|
13.7
|
%
|
|||
Property management costs (4)
|
|
36,119
|
|
|
36,047
|
|
|
72
|
|
|
0.2
|
%
|
|
10.7
|
%
|
|||
Insurance
|
|
10,768
|
|
|
10,062
|
|
|
706
|
|
|
7.0
|
%
|
|
3.2
|
%
|
|||
Leasing and advertising
|
|
5,492
|
|
|
6,307
|
|
|
(815
|
)
|
|
(12.9
|
%)
|
|
1.6
|
%
|
|||
Other on-site operating expenses (5)
|
|
10,571
|
|
|
10,071
|
|
|
500
|
|
|
5.0
|
%
|
|
3.1
|
%
|
|||
Same store operating expenses
|
|
$
|
338,380
|
|
|
$
|
331,925
|
|
|
$
|
6,455
|
|
|
1.9
|
%
|
|
100.0
|
%
|
(1)
|
On-site payroll – Includes payroll and related expenses for on-site personnel including property managers, leasing consultants and maintenance staff.
|
(2)
|
Utilities – Represents gross expenses prior to any recoveries under the Resident Utility Billing System (“RUBS”). Recoveries are reflected in rental income.
|
(3)
|
Repairs and maintenance – Includes general maintenance costs, apartment unit turnover costs including interior painting, routine landscaping, security, exterminating, fire protection, snow removal, elevator, roof and parking lot repairs and other miscellaneous building repair costs.
|
(4)
|
Property management costs – Includes payroll and related expenses for departments, or portions of departments, that directly support on-site management. These include such departments as regional and corporate property management, property accounting, human resources, training, marketing and revenue management, procurement, real estate tax, property legal services and information technology.
|
(5)
|
Other on-site operating expenses – Includes administrative costs such as office supplies, telephone and data charges and association and business licensing fees.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(Amounts in thousands)
|
||||||
Operating income
|
|
$
|
310,601
|
|
|
$
|
254,771
|
|
Adjustments:
|
|
|
|
|
||||
Non-same store operating results
|
|
(69,848
|
)
|
|
(17,950
|
)
|
||
Fee and asset management revenue
|
|
(4,276
|
)
|
|
(3,754
|
)
|
||
Fee and asset management expense
|
|
2,487
|
|
|
1,957
|
|
||
Depreciation
|
|
346,079
|
|
|
311,891
|
|
||
General and administrative
|
|
27,082
|
|
|
22,341
|
|
||
Same store NOI
|
|
$
|
612,125
|
|
|
$
|
569,256
|
|
▪
|
Development and other miscellaneous properties in lease-up of
$7.1 million
;
|
▪
|
Properties acquired in
2011
and
2012
of
$34.8 million
; and
|
▪
|
Newly stabilized development and other miscellaneous properties of
$4.9 million
.
|
Second Quarter 2012 vs. Second Quarter 2011
|
||||||||||||||||||
Same Store Operating Expenses
|
||||||||||||||||||
$ in thousands – 105,604 Same Store Apartment Units
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Actual
Q2 2012 |
|
Actual
Q2 2011 |
|
$
Change |
|
%
Change |
|
% of Actual
Q2 2012 Operating Expenses |
||||||||
Real estate taxes
|
|
$
|
51,110
|
|
|
$
|
48,219
|
|
|
$
|
2,891
|
|
|
6.0
|
%
|
|
30.0
|
%
|
On-site payroll (1)
|
|
38,804
|
|
|
38,371
|
|
|
433
|
|
|
1.1
|
%
|
|
22.8
|
%
|
|||
Utilities (2)
|
|
25,049
|
|
|
24,761
|
|
|
288
|
|
|
1.2
|
%
|
|
14.7
|
%
|
|||
Repairs and maintenance (3)
|
|
24,081
|
|
|
23,975
|
|
|
106
|
|
|
0.4
|
%
|
|
14.2
|
%
|
|||
Property management costs (4)
|
|
18,370
|
|
|
18,573
|
|
|
(203
|
)
|
|
(1.1
|
%)
|
|
10.8
|
%
|
|||
Insurance
|
|
5,528
|
|
|
5,137
|
|
|
391
|
|
|
7.6
|
%
|
|
3.2
|
%
|
|||
Leasing and advertising
|
|
2,877
|
|
|
3,092
|
|
|
(215
|
)
|
|
(7.0
|
%)
|
|
1.7
|
%
|
|||
Other on-site operating expenses (5)
|
|
4,390
|
|
|
4,734
|
|
|
(344
|
)
|
|
(7.3
|
%)
|
|
2.6
|
%
|
|||
Same store operating expenses
|
|
$
|
170,209
|
|
|
$
|
166,862
|
|
|
$
|
3,347
|
|
|
2.0
|
%
|
|
100.0
|
%
|
(1)
|
On-site payroll – Includes payroll and related expenses for on-site personnel including property managers, leasing consultants and maintenance staff.
|
(2)
|
Utilities – Represents gross expenses prior to any recoveries under the Resident Utility Billing System (“RUBS”). Recoveries are reflected in rental income.
|
(3)
|
Repairs and maintenance – Includes general maintenance costs, apartment unit turnover costs including interior painting, routine landscaping, security, exterminating, fire protection, snow removal, elevator, roof and parking lot repairs and other miscellaneous building repair costs.
|
(4)
|
Property management costs – Includes payroll and related expenses for departments, or portions of departments, that directly support on-site management. These include such departments as regional and corporate property management, property accounting, human resources, training, marketing and revenue management, procurement, real estate tax, property legal services and information technology.
|
(5)
|
Other on-site operating expenses – Includes administrative costs such as office supplies, telephone and data charges and association and business licensing fees.
|
|
|
Quarter Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(Amounts in thousands)
|
||||||
Operating income
|
|
$
|
165,711
|
|
|
$
|
139,857
|
|
Adjustments:
|
|
|
|
|
||||
Non-same store operating results
|
|
(30,755
|
)
|
|
(6,827
|
)
|
||
Fee and asset management revenue
|
|
(2,212
|
)
|
|
(1,948
|
)
|
||
Fee and asset management expense
|
|
1,180
|
|
|
1,009
|
|
||
Depreciation
|
|
172,338
|
|
|
154,452
|
|
||
General and administrative
|
|
13,394
|
|
|
10,908
|
|
||
Same store NOI
|
|
$
|
319,656
|
|
|
$
|
297,451
|
|
▪
|
Development and other miscellaneous properties in lease-up of
$3.6 million
;
|
▪
|
Properties acquired in
2011
and
2012
of
$18.4 million
; and
|
▪
|
Newly stabilized development and other miscellaneous properties of
$1.1 million
.
|
▪
|
Disposed of
twelve
consolidated properties, receiving net proceeds of approximately
$333.0 million
;
|
▪
|
Issued approximately
3.2 million
Common Shares (including Common Shares issued under the ATM program – see further discussion below) and received net proceeds of
$159.4 million
, which were contributed to the capital of the Operating Partnership in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis); and
|
▪
|
Collected $150.0 million in termination fees relating to the pursuit of Archstone.
|
•
|
Acquire
five
rental properties and two land parcels for approximately
$520.8 million
;
|
•
|
Invest
$78.2 million
primarily in development projects; and
|
•
|
Repay
$206.3 million
of mortgage loans and
$253.9 million
of unsecured notes.
|
Debt Summary as of June 30, 2012
|
|||||||||||||
(Amounts in thousands)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||
|
|
Amounts (1)
|
|
% of Total
|
|
Weighted
Average Rates (1) |
|
Weighted
Average Maturities (years) |
|||||
Secured
|
|
$
|
4,004,496
|
|
|
42.6
|
%
|
|
4.94
|
%
|
|
7.4
|
|
Unsecured
|
|
5,389,768
|
|
|
57.4
|
%
|
|
5.11
|
%
|
|
4.9
|
|
|
Total
|
|
$
|
9,394,264
|
|
|
100.0
|
%
|
|
5.03
|
%
|
|
5.9
|
|
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
Secured – Conventional
|
|
$
|
3,590,277
|
|
|
38.2
|
%
|
|
5.51
|
%
|
|
6.5
|
|
Unsecured – Public/Private
|
|
4,550,459
|
|
|
48.4
|
%
|
|
5.70
|
%
|
|
5.7
|
|
|
Fixed Rate Debt
|
|
8,140,736
|
|
|
86.6
|
%
|
|
5.62
|
%
|
|
6.0
|
|
|
Floating Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
Secured – Conventional
|
|
63,714
|
|
|
0.7
|
%
|
|
3.33
|
%
|
|
1.0
|
|
|
Secured – Tax Exempt
|
|
350,505
|
|
|
3.7
|
%
|
|
0.23
|
%
|
|
18.1
|
|
|
Unsecured – Public/Private
|
|
804,309
|
|
|
8.6
|
%
|
|
1.67
|
%
|
|
0.4
|
|
|
Unsecured – Revolving Credit Facility
|
|
35,000
|
|
|
0.4
|
%
|
|
1.35
|
%
|
|
2.0
|
|
|
Floating Rate Debt
|
|
1,253,528
|
|
|
13.4
|
%
|
|
1.29
|
%
|
|
5.1
|
|
|
Total
|
|
$
|
9,394,264
|
|
|
100.0
|
%
|
|
5.03
|
%
|
|
5.9
|
|
(1)
|
Net of the effect of any derivative instruments. Weighted average rates are for the six months ended
June 30, 2012
.
|
Debt Maturity Schedule as of June 30, 2012
|
|||||||||||||||||||||||
(Amounts in thousands)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year
|
|
Fixed
Rate (1) |
|
Floating
Rate (1) |
|
|
|
Total
|
|
% of Total
|
|
Weighted Average
Rates on Fixed Rate Debt (1) |
|
Weighted Average
Rates on Total Debt (1) |
|||||||||
2012
|
|
$
|
276,867
|
|
|
$
|
533,198
|
|
|
(2)
|
|
$
|
810,065
|
|
|
8.6
|
%
|
|
5.52
|
%
|
|
2.50
|
%
|
2013
|
|
267,283
|
|
|
304,819
|
|
|
|
|
572,102
|
|
|
6.1
|
%
|
|
6.69
|
%
|
|
4.85
|
%
|
|||
2014
|
|
563,844
|
|
|
57,021
|
|
|
(3)
|
|
620,865
|
|
|
6.6
|
%
|
|
5.31
|
%
|
|
5.02
|
%
|
|||
2015
|
|
417,330
|
|
|
—
|
|
|
|
|
417,330
|
|
|
4.4
|
%
|
|
6.30
|
%
|
|
6.30
|
%
|
|||
2016
|
|
1,190,036
|
|
|
—
|
|
|
|
|
1,190,036
|
|
|
12.7
|
%
|
|
5.34
|
%
|
|
5.34
|
%
|
|||
2017
|
|
1,445,589
|
|
|
456
|
|
|
|
|
1,446,045
|
|
|
15.4
|
%
|
|
5.95
|
%
|
|
5.95
|
%
|
|||
2018
|
|
80,887
|
|
|
724
|
|
|
|
|
81,611
|
|
|
0.9
|
%
|
|
5.71
|
%
|
|
5.71
|
%
|
|||
2019
|
|
802,044
|
|
|
20,766
|
|
|
|
|
822,810
|
|
|
8.8
|
%
|
|
5.49
|
%
|
|
5.36
|
%
|
|||
2020
|
|
1,671,868
|
|
|
809
|
|
|
|
|
1,672,677
|
|
|
17.8
|
%
|
|
5.50
|
%
|
|
5.50
|
%
|
|||
2021
|
|
1,165,475
|
|
|
856
|
|
|
|
|
1,166,331
|
|
|
12.4
|
%
|
|
4.64
|
%
|
|
4.64
|
%
|
|||
2022+
|
|
233,861
|
|
|
338,604
|
|
|
|
|
572,465
|
|
|
6.1
|
%
|
|
6.75
|
%
|
|
3.33
|
%
|
|||
Premium/(Discount)
|
|
25,652
|
|
|
(3,725
|
)
|
|
|
|
21,927
|
|
|
0.2
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Total
|
|
$
|
8,140,736
|
|
|
$
|
1,253,528
|
|
|
|
|
$
|
9,394,264
|
|
|
100.0
|
%
|
|
5.54
|
%
|
|
5.00
|
%
|
(1)
|
Net of the effect of any derivative instruments. Weighted average rates are as of
June 30, 2012
.
|
(2)
|
Effective April 5, 2011, the Company exercised the second of its two one-year extension options for its $500.0 million term loan facility and as a result, the maturity date is now October 5, 2012.
|
(3)
|
Includes $35.0 million outstanding on the Company's unsecured revolving credit facility. As of June 30, 2012, there was approximately $1.68 billion available on this facility.
|
Unsecured Debt Summary as of June 30, 2012
|
||||||||||||||||||
(Amounts in thousands)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Coupon
Rate |
|
Due
Date |
|
|
|
Face
Amount |
|
Unamortized
Premium/ (Discount) |
|
Net
Balance |
||||||
Fixed Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
5.500%
|
|
10/01/12
|
|
|
|
$
|
222,133
|
|
|
$
|
(55
|
)
|
|
$
|
222,078
|
|
|
|
5.200%
|
|
04/01/13
|
|
(1)
|
|
400,000
|
|
|
(89
|
)
|
|
399,911
|
|
|||
Fair Value Derivative Adjustments
|
|
|
|
|
|
(1)
|
|
(300,000
|
)
|
|
—
|
|
|
(300,000
|
)
|
|||
|
|
5.250%
|
|
09/15/14
|
|
|
|
500,000
|
|
|
(136
|
)
|
|
499,864
|
|
|||
|
|
6.584%
|
|
04/13/15
|
|
|
|
300,000
|
|
|
(303
|
)
|
|
299,697
|
|
|||
|
|
5.125%
|
|
03/15/16
|
|
|
|
500,000
|
|
|
(197
|
)
|
|
499,803
|
|
|||
|
|
5.375%
|
|
08/01/16
|
|
|
|
400,000
|
|
|
(758
|
)
|
|
399,242
|
|
|||
|
|
5.750%
|
|
06/15/17
|
|
|
|
650,000
|
|
|
(2,543
|
)
|
|
647,457
|
|
|||
|
|
7.125%
|
|
10/15/17
|
|
|
|
150,000
|
|
|
(343
|
)
|
|
149,657
|
|
|||
|
|
4.750%
|
|
07/15/20
|
|
|
|
600,000
|
|
|
(3,662
|
)
|
|
596,338
|
|
|||
|
|
4.625%
|
|
12/15/21
|
|
|
|
1,000,000
|
|
|
(3,588
|
)
|
|
996,412
|
|
|||
|
|
7.570%
|
|
08/15/26
|
|
|
|
140,000
|
|
|
—
|
|
|
140,000
|
|
|||
|
|
|
|
|
|
|
|
4,562,133
|
|
|
(11,674
|
)
|
|
4,550,459
|
|
|||
Floating Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
04/01/13
|
|
(1)
|
|
300,000
|
|
|
—
|
|
|
300,000
|
|
|||
Fair Value Derivative Adjustments
|
|
|
|
|
|
(1)
|
|
4,309
|
|
|
—
|
|
|
4,309
|
|
|||
Term Loan Facility
|
|
LIBOR+0.50%
|
|
10/05/12
|
|
(2)(3)
|
|
500,000
|
|
|
—
|
|
|
500,000
|
|
|||
|
|
|
|
|
|
|
|
804,309
|
|
|
—
|
|
|
804,309
|
|
|||
Revolving Credit Facility:
|
|
LIBOR+1.15%
|
|
07/13/14
|
|
(2)(4)
|
|
35,000
|
|
|
—
|
|
|
35,000
|
|
|||
Total Unsecured Debt
|
|
|
|
|
|
|
|
$
|
5,401,442
|
|
|
$
|
(11,674
|
)
|
|
$
|
5,389,768
|
|
(1)
|
Fair value interest rate swaps convert $300.0 million of the 5.200% notes due April 1, 2013 to a floating interest rate.
|
(2)
|
Facilities are private. All other unsecured debt is public.
|
(3)
|
Effective April 5, 2011, the Company exercised the second of its two one-year extension options for its
$500.0 million
term loan facility and as a result, the maturity date is now October 5, 2012.
|
(4)
|
As of
June 30, 2012
, there was approximately
$1.68 billion
available on the Company’s unsecured revolving credit facility.
|
Equity Residential
|
|||||||||||||||||
Capital Structure as of June 30, 2012
|
|||||||||||||||||
(Amounts in thousands except for share/unit and per share amounts)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Secured Debt
|
|
|
|
|
|
$
|
4,004,496
|
|
|
42.6
|
%
|
|
|
||||
Unsecured Debt
|
|
|
|
|
|
5,389,768
|
|
|
57.4
|
%
|
|
|
|||||
Total Debt
|
|
|
|
|
|
9,394,264
|
|
|
100.0
|
%
|
|
32.1
|
%
|
||||
Common Shares (includes Restricted Shares)
|
|
300,961,645
|
|
|
95.4
|
%
|
|
|
|
|
|
|
|||||
Units (includes OP Units and LTIP Units)
|
|
14,508,752
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|||||
Total Shares and Units
|
|
315,470,397
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|||||
Common Share Price at June 30, 2012
|
|
$
|
62.36
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
19,672,734
|
|
|
99.0
|
%
|
|
|
|||||
Perpetual Preferred Equity (see below)
|
|
|
|
|
|
200,000
|
|
|
1.0
|
%
|
|
|
|||||
Total Equity
|
|
|
|
|
|
19,872,734
|
|
|
100.0
|
%
|
|
67.9
|
%
|
||||
Total Market Capitalization
|
|
|
|
|
|
$
|
29,266,998
|
|
|
|
|
100.0
|
%
|
Equity Residential
|
||||||||||||||||||||
Perpetual Preferred Equity as of June 30, 2012
|
||||||||||||||||||||
(Amounts in thousands except for share and per share amounts)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series
|
|
Redemption
Date |
|
Outstanding
Shares |
|
Liquidation
Value |
|
Annual
Dividend Per Share |
|
Annual
Dividend Amount |
|
Weighted
Average Rate |
||||||||
Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
8.29% Series K
|
|
12/10/26
|
|
1,000,000
|
|
|
$
|
50,000
|
|
|
$
|
4.145
|
|
|
$
|
4,145
|
|
|
|
|
6.48% Series N (1)
|
|
06/19/08
|
|
600,000
|
|
|
150,000
|
|
|
16.20
|
|
|
9,720
|
|
|
|
||||
Total Perpetual Preferred Equity
|
|
|
|
1,600,000
|
|
|
$
|
200,000
|
|
|
|
|
$
|
13,865
|
|
|
6.93
|
%
|
ERP Operating Limited Partnership
|
||||||||||||||
Capital Structure as of June 30, 2012
|
||||||||||||||
(Amounts in thousands except for unit and per unit amounts)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||
Secured Debt
|
|
|
|
$
|
4,004,496
|
|
|
42.6
|
%
|
|
|
|||
Unsecured Debt
|
|
|
|
5,389,768
|
|
|
57.4
|
%
|
|
|
||||
Total Debt
|
|
|
|
9,394,264
|
|
|
100.0
|
%
|
|
32.1
|
%
|
|||
Total outstanding Units
|
|
315,470,397
|
|
|
|
|
|
|
|
|||||
Common Share Price at June 30, 2012
|
|
$
|
62.36
|
|
|
|
|
|
|
|
||||
|
|
|
|
19,672,734
|
|
|
99.0
|
%
|
|
|
||||
Perpetual Preference Units (see below)
|
|
|
|
200,000
|
|
|
1.0
|
%
|
|
|
||||
Total Equity
|
|
|
|
19,872,734
|
|
|
100.0
|
%
|
|
67.9
|
%
|
|||
Total Market Capitalization
|
|
|
|
$
|
29,266,998
|
|
|
|
|
100.0
|
%
|
ERP Operating Limited Partnership
|
||||||||||||||||||||
Perpetual Preference Units as of June 30, 2012
|
||||||||||||||||||||
(Amounts in thousands except for unit and per unit amounts)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series
|
|
Redemption
Date |
|
Outstanding
Units |
|
Liquidation
Value |
|
Annual
Dividend Per Unit |
|
Annual
Dividend Amount |
|
Weighted
Average Rate |
||||||||
Preference Units:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
8.29% Series K
|
|
12/10/26
|
|
1,000,000
|
|
|
$
|
50,000
|
|
|
$
|
4.145
|
|
|
$
|
4,145
|
|
|
|
|
6.48% Series N (1)
|
|
06/19/08
|
|
600,000
|
|
|
150,000
|
|
|
16.20
|
|
|
9,720
|
|
|
|
||||
Total Perpetual Preference Units
|
|
|
|
1,600,000
|
|
|
$
|
200,000
|
|
|
|
|
$
|
13,865
|
|
|
6.93
|
%
|
▪
|
Replacements
(inside the apartment unit)
. These include:
|
▪
|
flooring such as carpets, hardwood, vinyl, linoleum or tile;
|
▪
|
appliances;
|
▪
|
mechanical equipment such as individual furnace/air units, hot water heaters, etc;
|
▪
|
furniture and fixtures such as kitchen/bath cabinets, light fixtures, ceiling fans, sinks, tubs, toilets, mirrors, countertops, etc; and
|
▪
|
blinds/shades.
|
▪
|
Building improvements (
outside the apartment unit
). These include:
|
▪
|
roof replacement and major repairs;
|
▪
|
paving or major resurfacing of parking lots, curbs and sidewalks;
|
▪
|
amenities and common areas such as pools, exterior sports and playground equipment, lobbies, clubhouses, laundry rooms, alarm and security systems and offices;
|
▪
|
major building mechanical equipment systems;
|
▪
|
interior and exterior structural repair and exterior painting and siding;
|
▪
|
major landscaping and grounds improvement; and
|
▪
|
vehicles and office and maintenance equipment.
|
Capital Expenditures to Real Estate
|
|||||||||||||||||||||||||||
For the Six Months Ended June 30, 2012
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Total
Apartment Units (1) |
|
Replacements (2)
|
|
Avg. Per
Apartment Unit |
|
Building
Improvements |
|
Avg. Per
Apartment Unit |
|
Total
|
|
Avg. Per
Apartment Unit |
|||||||||||||
Same Store Properties (3)
|
|
103,950
|
|
|
$
|
32,501
|
|
|
$
|
313
|
|
|
$
|
23,856
|
|
|
$
|
229
|
|
|
$
|
56,357
|
|
|
$
|
542
|
|
Non-Same Store Properties (4)
|
|
11,466
|
|
|
2,940
|
|
|
281
|
|
|
8,636
|
|
|
825
|
|
|
11,576
|
|
|
1,106
|
|
||||||
Other (5)
|
|
—
|
|
|
288
|
|
|
|
|
98
|
|
|
|
|
386
|
|
|
|
|||||||||
Total
|
|
115,416
|
|
|
$
|
35,729
|
|
|
|
|
$
|
32,590
|
|
|
|
|
$
|
68,319
|
|
|
|
(1)
|
Total Apartment Units – Excludes
4,939
military housing apartment units for which repairs and maintenance expenses and capital expenditures to real estate are self-funded and do not consolidate into the Company’s results.
|
(2)
|
Replacements – Includes new expenditures inside the apartment units such as appliances, mechanical equipment, fixtures and flooring, including carpeting. Replacements for same store properties also include
$15.9 million
spent during the six months ended
June 30, 2012
on apartment unit renovations/rehabs (primarily kitchens and baths) on
2,254
apartment units (equating to about
$7,100
per apartment unit rehabbed) designed to reposition these assets for higher rental levels in their respective markets.
|
(3)
|
Same Store Properties – Primarily includes all properties acquired or completed and stabilized prior to January 1, 2011, less properties subsequently sold.
|
(4)
|
Non-Same Store Properties – Primarily includes all properties acquired during 2011 and 2012, plus any properties in lease-up and not stabilized as of January 1, 2011. Per apartment unit amounts are based on a weighted average of
10,463
apartment units.
|
(5)
|
Other – Primarily includes expenditures for properties sold during the period.
|
Funds From Operations and Normalized Funds From Operations
|
||||||||||||||||
(Amounts in thousands)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six Months Ended June 30,
|
|
Quarter Ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net income
|
|
$
|
260,482
|
|
|
$
|
714,819
|
|
|
$
|
108,315
|
|
|
$
|
581,753
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Net (income) attributable to Noncontrolling Interests –
|
|
|
|
|
|
|
|
|
||||||||
Partially Owned Properties
|
|
(769
|
)
|
|
(31
|
)
|
|
(319
|
)
|
|
(71
|
)
|
||||
Depreciation
|
|
346,079
|
|
|
311,891
|
|
|
172,338
|
|
|
154,452
|
|
||||
Depreciation – Non-real estate additions
|
|
(2,781
|
)
|
|
(2,905
|
)
|
|
(1,427
|
)
|
|
(1,521
|
)
|
||||
Depreciation – Partially Owned and Unconsolidated Properties
|
|
(1,597
|
)
|
|
(1,505
|
)
|
|
(797
|
)
|
|
(755
|
)
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
2,027
|
|
|
18,951
|
|
|
660
|
|
|
7,081
|
|
||||
Net (gain) on sales of discontinued operations
|
|
(204,053
|
)
|
|
(682,236
|
)
|
|
(71,097
|
)
|
|
(558,482
|
)
|
||||
Net incremental gain on sales of condominium units
|
|
49
|
|
|
1,115
|
|
|
—
|
|
|
720
|
|
||||
Gain on sale of Equity Corporate Housing (ECH)
|
|
350
|
|
|
1,024
|
|
|
350
|
|
|
1,024
|
|
||||
FFO (1) (3)
|
|
399,787
|
|
|
361,123
|
|
|
208,023
|
|
|
184,201
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Asset impairment and valuation allowances
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Property acquisition costs and write-off of pursuit costs (other
expenses)
|
|
10,894
|
|
|
6,790
|
|
|
8,268
|
|
|
4,626
|
|
||||
Debt extinguishment (gains) losses, including prepayment
penalties, preferred share/preference unit redemptions and
non-cash convertible debt discounts
|
|
1,377
|
|
|
8,573
|
|
|
1,418
|
|
|
6,510
|
|
||||
(Gains) losses on sales of non-operating assets, net of income and
other tax expense (benefit)
|
|
(491
|
)
|
|
(5,529
|
)
|
|
(487
|
)
|
|
(5,153
|
)
|
||||
Other miscellaneous non-comparable items
|
|
2,223
|
|
|
(2,100
|
)
|
|
1,249
|
|
|
—
|
|
||||
Normalized FFO (2) (3)
|
|
$
|
413,790
|
|
|
$
|
368,857
|
|
|
$
|
218,471
|
|
|
$
|
190,184
|
|
|
|
|
|
|
|
|
|
|
||||||||
FFO (1) (3)
|
|
$
|
399,787
|
|
|
$
|
361,123
|
|
|
$
|
208,023
|
|
|
$
|
184,201
|
|
Preferred/preference distributions
|
|
(6,933
|
)
|
|
(6,933
|
)
|
|
(3,467
|
)
|
|
(3,467
|
)
|
||||
FFO available to Common Shares and Units / Units (1) (3) (4)
|
|
$
|
392,854
|
|
|
$
|
354,190
|
|
|
$
|
204,556
|
|
|
$
|
180,734
|
|
|
|
|
|
|
|
|
|
|
||||||||
Normalized FFO (2) (3)
|
|
$
|
413,790
|
|
|
$
|
368,857
|
|
|
$
|
218,471
|
|
|
$
|
190,184
|
|
Preferred/preference distributions
|
|
(6,933
|
)
|
|
(6,933
|
)
|
|
(3,467
|
)
|
|
(3,467
|
)
|
||||
Normalized FFO available to Common Shares and Units /
Units (2) (3) (4)
|
|
$
|
406,857
|
|
|
$
|
361,924
|
|
|
$
|
215,004
|
|
|
$
|
186,717
|
|
(1)
|
The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains (or losses) from sales and impairment write-downs of depreciable operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only. Once the Company commences the conversion of apartment units to condominiums, it simultaneously discontinues depreciation of such property.
|
(2)
|
Normalized funds from operations (“Normalized FFO”) begins with FFO and excludes:
|
▪
|
the impact of any expenses relating to non-operating asset impairment and valuation allowances;
|
▪
|
property acquisition and other transaction costs related to mergers and acquisitions and pursuit cost write-offs (other expenses);
|
▪
|
gains and losses from early debt extinguishment, including prepayment penalties, preferred share/preference unit redemptions and the cost related to the implied option value of non-cash convertible debt discounts;
|
▪
|
gains and losses on the sales of non-operating assets, including gains and losses from land parcel and condominium sales, net of the effect of income tax benefits or expenses; and
|
▪
|
other miscellaneous non-comparable items.
|
(3)
|
The Company believes that FFO and FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures
|
(4)
|
FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units are calculated on a basis consistent with net income available to Common Shares / Units and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares/preference units in accordance with accounting principles generally accepted in the United States. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the “Noncontrolling Interests – Operating Partnership”. Subject to certain restrictions, the Noncontrolling Interests – Operating Partnership may exchange their OP Units for Common Shares on a one-for-one basis.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
– See the Exhibit Index
|
|
|
|
|
|
|
|
EQUITY RESIDENTIAL
|
||||
|
|
|
|
||
Date:
|
August 2, 2012
|
|
By:
|
|
/s/ Mark J. Parrell
|
|
|
|
|
|
Mark J. Parrell
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
||
|
|
|
|
||
Date:
|
August 2, 2012
|
|
By:
|
|
/s/ Ian S. Kaufman
|
|
|
|
|
|
Ian S. Kaufman
|
|
|
|
|
|
Senior Vice President and
Chief Accounting Officer
|
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
||
|
ERP OPERATING LIMITED PARTNERSHIP
BY: EQUITY RESIDENTIAL
ITS GENERAL PARTNER
|
||||
|
|
|
|
||
Date:
|
August 2, 2012
|
|
By:
|
|
/s/ Mark J. Parrell
|
|
|
|
|
|
Mark J. Parrell
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
||
|
|
|
|
||
Date:
|
August 2, 2012
|
|
By:
|
|
/s/ Ian S. Kaufman
|
|
|
|
|
|
Ian S. Kaufman
|
|
|
|
|
|
Senior Vice President and
Chief Accounting Officer
|
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
Location
|
|
|
|
||
*10.1
|
|
First Amendment to 2011 Share Incentive Plan.
|
|
Attached herein.
|
|
|
|
|
|
*10.2
|
|
Third Amendment to Second Restated 2002 Share Incentive Plan.
|
|
Attached herein.
|
|
|
|
|
|
10.3
|
|
Interest Purchase Agreement, dated May 24, 2012, by and among ERP Operating Limited Partnership, BIH ASN LLC, Archstone Equity Holdings, Inc., Bank of America, N.A. and Banc of America Strategic Ventures, Inc.
|
|
Included as Exhibit 2.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated May 24, 2012, filed on May 25, 2012.
|
|
|
|
|
|
31.1
|
|
Equity Residential – Certification of David J. Neithercut, Chief Executive Officer.
|
|
Attached herein.
|
|
|
|
||
31.2
|
|
Equity Residential – Certification of Mark J. Parrell, Chief Financial Officer.
|
|
Attached herein.
|
|
|
|
||
31.3
|
|
ERP Operating Limited Partnership – Certification of David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
|
|
Attached herein.
|
|
|
|
||
31.4
|
|
ERP Operating Limited Partnership – Certification of Mark J. Parrell, Chief Financial Officer of Registrant’s General Partner.
|
|
Attached herein.
|
|
|
|
||
32.1
|
|
Equity Residential – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of the Company.
|
|
Attached herein.
|
|
|
|
||
32.2
|
|
Equity Residential – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of the Company.
|
|
Attached herein.
|
|
|
|
||
32.3
|
|
ERP Operating Limited Partnership – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of Registrant’s General Partner.
|
|
Attached herein.
|
|
|
|
||
32.4
|
|
ERP Operating Limited Partnership – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of Registrant’s General Partner.
|
|
Attached herein.
|
|
|
|
||
101
|
|
XBRL (Extensible Business Reporting Language). The following materials from Equity Residential’s and ERP Operating Limited Partnership’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of cash flows, (iv) consolidated statement of changes in equity (Equity Residential), (v) consolidated statement of changes in capital (ERP Operating Limited Partnership) and (vi) notes to consolidated financial statements.
|
|
Attached herein.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Equity Residential;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ David J. Neithercut
|
|
David J. Neithercut
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Equity Residential;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Mark J. Parrell
|
|
Mark J. Parrell
|
|
Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ERP Operating Limited Partnership;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ David J. Neithercut
|
|
David J. Neithercut
Chief Executive Officer of
Registrant's General Partner
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ERP Operating Limited Partnership;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Mark J. Parrell
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Mark J. Parrell
Chief Financial Officer of
Registrant's General Partner
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ David J. Neithercut
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David J. Neithercut
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Chief Executive Officer
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August 2, 2012
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Mark J. Parrell
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Mark J. Parrell
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Chief Financial Officer
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August 2, 2012
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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