Maryland (Equity Residential)
|
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)
|
(Registrant's telephone number, including area code)
|
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 45
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46 to 72
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72 to 73
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73
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74
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74
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74
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74
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74
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74
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74
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September 30,
2013 |
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December 31,
2012 |
||||
ASSETS
|
|
|
|
|
||||
Investment in real estate
|
|
|
|
|
||||
Land
|
|
$
|
6,201,333
|
|
|
$
|
4,554,912
|
|
Depreciable property
|
|
19,254,957
|
|
|
15,711,944
|
|
||
Projects under development
|
|
779,053
|
|
|
387,750
|
|
||
Land held for development
|
|
505,494
|
|
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353,823
|
|
||
Investment in real estate
|
|
26,740,837
|
|
|
21,008,429
|
|
||
Accumulated depreciation
|
|
(4,654,594
|
)
|
|
(4,912,221
|
)
|
||
Investment in real estate, net
|
|
22,086,243
|
|
|
16,096,208
|
|
||
Cash and cash equivalents
|
|
972,761
|
|
|
612,590
|
|
||
Investments in unconsolidated entities
|
|
165,898
|
|
|
17,877
|
|
||
Deposits – restricted
|
|
98,874
|
|
|
250,442
|
|
||
Escrow deposits – mortgage
|
|
40,901
|
|
|
9,129
|
|
||
Deferred financing costs, net
|
|
66,775
|
|
|
44,382
|
|
||
Other assets
|
|
379,979
|
|
|
170,372
|
|
||
Total assets
|
|
$
|
23,811,431
|
|
|
$
|
17,201,000
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
6,230,675
|
|
|
$
|
3,898,369
|
|
Notes, net
|
|
5,476,522
|
|
|
4,630,875
|
|
||
Lines of credit
|
|
—
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
|
166,939
|
|
|
38,372
|
|
||
Accrued interest payable
|
|
85,353
|
|
|
76,223
|
|
||
Other liabilities
|
|
331,797
|
|
|
304,518
|
|
||
Security deposits
|
|
71,462
|
|
|
66,988
|
|
||
Distributions payable
|
|
149,836
|
|
|
260,176
|
|
||
Total liabilities
|
|
12,512,584
|
|
|
9,275,521
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
||||
Redeemable Noncontrolling Interests – Operating Partnership
|
|
376,057
|
|
|
398,372
|
|
||
Equity:
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred Shares of beneficial interest, $0.01 par value;
100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012 |
|
50,000
|
|
|
50,000
|
|
||
Common Shares of beneficial interest, $0.01 par value;
1,000,000,000 shares authorized; 360,395,959 shares issued and outstanding as of September 30, 2013 and 325,054,654 shares issued and outstanding as of December 31, 2012 |
|
3,604
|
|
|
3,251
|
|
||
Paid in capital
|
|
8,542,822
|
|
|
6,542,355
|
|
||
Retained earnings
|
|
2,171,603
|
|
|
887,355
|
|
||
Accumulated other comprehensive (loss)
|
|
(169,392
|
)
|
|
(193,148
|
)
|
||
Total shareholders’ equity
|
|
10,598,637
|
|
|
7,289,813
|
|
||
Noncontrolling Interests:
|
|
|
|
|
||||
Operating Partnership
|
|
213,518
|
|
|
159,606
|
|
||
Partially Owned Properties
|
|
110,635
|
|
|
77,688
|
|
||
Total Noncontrolling Interests
|
|
324,153
|
|
|
237,294
|
|
||
Total equity
|
|
10,922,790
|
|
|
7,527,107
|
|
||
Total liabilities and equity
|
|
$
|
23,811,431
|
|
|
$
|
17,201,000
|
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
1,749,374
|
|
|
$
|
1,295,431
|
|
|
$
|
626,880
|
|
|
$
|
448,647
|
|
Fee and asset management
|
|
7,399
|
|
|
7,328
|
|
|
2,566
|
|
|
3,052
|
|
||||
Total revenues
|
|
1,756,773
|
|
|
1,302,759
|
|
|
629,446
|
|
|
451,699
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
EXPENSES
|
|
|
|
|
|
|
|
|
||||||||
Property and maintenance
|
|
333,202
|
|
|
254,009
|
|
|
119,632
|
|
|
86,682
|
|
||||
Real estate taxes and insurance
|
|
218,777
|
|
|
154,633
|
|
|
76,255
|
|
|
53,064
|
|
||||
Property management
|
|
63,395
|
|
|
62,769
|
|
|
18,875
|
|
|
18,493
|
|
||||
Fee and asset management
|
|
4,739
|
|
|
3,595
|
|
|
1,516
|
|
|
1,108
|
|
||||
Depreciation
|
|
798,121
|
|
|
422,148
|
|
|
277,336
|
|
|
139,337
|
|
||||
General and administrative
|
|
47,018
|
|
|
37,162
|
|
|
14,438
|
|
|
10,083
|
|
||||
Total expenses
|
|
1,465,252
|
|
|
934,316
|
|
|
508,052
|
|
|
308,767
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
291,521
|
|
|
368,443
|
|
|
121,394
|
|
|
142,932
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
|
1,320
|
|
|
70,514
|
|
|
816
|
|
|
70,087
|
|
||||
Other expenses
|
|
(7,530
|
)
|
|
(18,587
|
)
|
|
(3,986
|
)
|
|
(3,984
|
)
|
||||
Merger expenses
|
|
(19,741
|
)
|
|
(1,921
|
)
|
|
(182
|
)
|
|
(87
|
)
|
||||
Interest:
|
|
|
|
|
|
|
|
|
||||||||
Expense incurred, net
|
|
(437,452
|
)
|
|
(345,476
|
)
|
|
(120,035
|
)
|
|
(113,222
|
)
|
||||
Amortization of deferred financing costs
|
|
(15,636
|
)
|
|
(10,265
|
)
|
|
(4,335
|
)
|
|
(3,320
|
)
|
||||
(Loss) income before income and other taxes, (loss) from
investments in unconsolidated entities, net gain (loss) on sales of unconsolidated entities and land parcels and discontinued operations |
|
(187,518
|
)
|
|
62,708
|
|
|
(6,328
|
)
|
|
92,406
|
|
||||
Income and other tax (expense) benefit
|
|
(1,326
|
)
|
|
(602
|
)
|
|
(493
|
)
|
|
(222
|
)
|
||||
(Loss) from investments in unconsolidated entities due to operations
|
|
(2,984
|
)
|
|
(3
|
)
|
|
(1,454
|
)
|
|
(3
|
)
|
||||
(Loss) from investments in unconsolidated entities due to merger
expenses |
|
(54,781
|
)
|
|
—
|
|
|
(1,771
|
)
|
|
—
|
|
||||
Net gain on sales of unconsolidated entities
|
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
Net gain (loss) on sales of land parcels
|
|
12,179
|
|
|
—
|
|
|
(2,437
|
)
|
|
—
|
|
||||
(Loss) income from continuing operations
|
|
(234,414
|
)
|
|
62,103
|
|
|
(12,467
|
)
|
|
92,181
|
|
||||
Discontinued operations, net
|
|
2,023,897
|
|
|
434,702
|
|
|
404,184
|
|
|
144,142
|
|
||||
Net income
|
|
1,789,483
|
|
|
496,805
|
|
|
391,717
|
|
|
236,323
|
|
||||
Net (income) loss attributable to Noncontrolling Interests:
|
|
|
|
|
|
|
|
|
||||||||
Operating Partnership
|
|
(70,947
|
)
|
|
(21,646
|
)
|
|
(14,836
|
)
|
|
(10,496
|
)
|
||||
Partially Owned Properties
|
|
1,101
|
|
|
(457
|
)
|
|
311
|
|
|
312
|
|
||||
Net income attributable to controlling interests
|
|
1,719,637
|
|
|
474,702
|
|
|
377,192
|
|
|
226,139
|
|
||||
Preferred distributions
|
|
(3,109
|
)
|
|
(9,319
|
)
|
|
(1,037
|
)
|
|
(2,386
|
)
|
||||
Premium on redemption of Preferred Shares
|
|
—
|
|
|
(5,150
|
)
|
|
—
|
|
|
(5,150
|
)
|
||||
Net income available to Common Shares
|
|
$
|
1,716,528
|
|
|
$
|
460,233
|
|
|
$
|
376,155
|
|
|
$
|
218,603
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations available to Common
Shares |
|
$
|
(0.64
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
Net income available to Common Shares
|
|
$
|
4.87
|
|
|
$
|
1.53
|
|
|
$
|
1.05
|
|
|
$
|
0.73
|
|
Weighted average Common Shares outstanding
|
|
352,414
|
|
|
300,116
|
|
|
359,811
|
|
|
301,336
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations available to Common
Shares |
|
$
|
(0.64
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
Net income available to Common Shares
|
|
$
|
4.87
|
|
|
$
|
1.52
|
|
|
$
|
1.05
|
|
|
$
|
0.72
|
|
Weighted average Common Shares outstanding
|
|
352,414
|
|
|
317,265
|
|
|
359,811
|
|
|
318,773
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared per Common Share outstanding
|
|
$
|
1.20
|
|
|
$
|
1.0125
|
|
|
$
|
0.40
|
|
|
$
|
0.3375
|
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
1,789,483
|
|
|
$
|
496,805
|
|
|
$
|
391,717
|
|
|
$
|
236,323
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) – derivative instruments:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains (losses) arising during the period
|
|
8,737
|
|
|
(12,337
|
)
|
|
(3,600
|
)
|
|
(3,695
|
)
|
||||
Losses reclassified into earnings from other comprehensive
income |
|
16,084
|
|
|
10,907
|
|
|
3,986
|
|
|
3,704
|
|
||||
Other comprehensive income (loss) – other instruments:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains (losses) arising during the period
|
|
554
|
|
|
394
|
|
|
(374
|
)
|
|
312
|
|
||||
(Gains) realized during the period
|
|
(830
|
)
|
|
—
|
|
|
(830
|
)
|
|
—
|
|
||||
Other comprehensive (loss) – foreign currency:
|
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments arising during the period
|
|
(789
|
)
|
|
—
|
|
|
(1,730
|
)
|
|
—
|
|
||||
Other comprehensive income (loss)
|
|
23,756
|
|
|
(1,036
|
)
|
|
(2,548
|
)
|
|
321
|
|
||||
Comprehensive income
|
|
1,813,239
|
|
|
495,769
|
|
|
389,169
|
|
|
236,644
|
|
||||
Comprehensive (income) attributable to Noncontrolling Interests
|
|
(69,846
|
)
|
|
(22,103
|
)
|
|
(14,525
|
)
|
|
(10,184
|
)
|
||||
Comprehensive income attributable to controlling interests
|
|
$
|
1,743,393
|
|
|
$
|
473,666
|
|
|
$
|
374,644
|
|
|
$
|
226,460
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
1,789,483
|
|
|
$
|
496,805
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
830,097
|
|
|
516,940
|
|
||
Amortization of deferred financing costs
|
|
15,864
|
|
|
10,384
|
|
||
Amortization of above/below market leases
|
|
2,214
|
|
|
—
|
|
||
Amortization of discounts and premiums on debt
|
|
(37,612
|
)
|
|
(5,795
|
)
|
||
Amortization of deferred settlements on derivative instruments
|
|
15,683
|
|
|
10,506
|
|
||
Write-off of pursuit costs
|
|
3,969
|
|
|
6,141
|
|
||
Loss from investments in unconsolidated entities
|
|
57,765
|
|
|
3
|
|
||
Distributions from unconsolidated entities – return on capital
|
|
1,519
|
|
|
454
|
|
||
Net (gain) on sales of investment securities
|
|
(830
|
)
|
|
—
|
|
||
Net (gain) on sales of unconsolidated entities
|
|
(16
|
)
|
|
—
|
|
||
Net (gain) on sales of land parcels
|
|
(12,179
|
)
|
|
—
|
|
||
Net (gain) on sales of discontinued operations
|
|
(1,990,577
|
)
|
|
(307,447
|
)
|
||
Unrealized loss (gain) on derivative instruments
|
|
32
|
|
|
(1
|
)
|
||
Compensation paid with Company Common Shares
|
|
29,019
|
|
|
20,836
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Decrease (increase) in deposits – restricted
|
|
4,152
|
|
|
(2,250
|
)
|
||
Decrease (increase) in mortgage deposits
|
|
271
|
|
|
(862
|
)
|
||
Decrease (increase) in other assets
|
|
7,315
|
|
|
(14,039
|
)
|
||
Increase in accounts payable and accrued expenses
|
|
65,001
|
|
|
67,479
|
|
||
(Decrease) in accrued interest payable
|
|
(2,175
|
)
|
|
(9,252
|
)
|
||
(Decrease) increase in other liabilities
|
|
(5,427
|
)
|
|
68,492
|
|
||
(Decrease) increase in security deposits
|
|
(6,475
|
)
|
|
3,472
|
|
||
Net cash provided by operating activities
|
|
767,093
|
|
|
861,866
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Acquisition of Archstone, net of cash acquired
|
|
(4,000,875
|
)
|
|
—
|
|
||
Investment in real estate – acquisitions
|
|
(108,308
|
)
|
|
(764,859
|
)
|
||
Investment in real estate – development/other
|
|
(256,965
|
)
|
|
(116,715
|
)
|
||
Improvements to real estate
|
|
(96,866
|
)
|
|
(114,535
|
)
|
||
Additions to non-real estate property
|
|
(3,359
|
)
|
|
(6,716
|
)
|
||
Interest capitalized for real estate and unconsolidated entities under development
|
|
(32,946
|
)
|
|
(15,776
|
)
|
||
Proceeds from disposition of real estate, net
|
|
4,434,708
|
|
|
610,127
|
|
||
Investments in unconsolidated entities
|
|
(59,363
|
)
|
|
(5,423
|
)
|
||
Distributions from unconsolidated entities – return of capital
|
|
25,471
|
|
|
—
|
|
||
Proceeds from sale of investment securities
|
|
828
|
|
|
—
|
|
||
Decrease in deposits on real estate acquisitions and investments, net
|
|
147,890
|
|
|
31,677
|
|
||
Decrease in mortgage deposits
|
|
7,623
|
|
|
1,682
|
|
||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
(87
|
)
|
||
Net cash provided by (used for) investing activities
|
|
57,838
|
|
|
(380,625
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Loan and bond acquisition costs
|
|
$
|
(18,254
|
)
|
|
$
|
(4,599
|
)
|
Mortgage deposits
|
|
(3,769
|
)
|
|
(590
|
)
|
||
Mortgage notes payable:
|
|
|
|
|
||||
Proceeds
|
|
5,951
|
|
|
—
|
|
||
Restricted cash
|
|
—
|
|
|
2,370
|
|
||
Lump sum payoffs
|
|
(701,762
|
)
|
|
(279,943
|
)
|
||
Scheduled principal repayments
|
|
(9,527
|
)
|
|
(11,022
|
)
|
||
Notes, net:
|
|
|
|
|
||||
Proceeds
|
|
1,245,550
|
|
|
—
|
|
||
Lump sum payoffs
|
|
(400,000
|
)
|
|
(253,858
|
)
|
||
Lines of credit:
|
|
|
|
|
||||
Proceeds
|
|
8,413,000
|
|
|
392,000
|
|
||
Repayments
|
|
(8,413,000
|
)
|
|
(385,000
|
)
|
||
(Payments on) settlement of derivative instruments
|
|
(44,013
|
)
|
|
—
|
|
||
Proceeds from sale of Common Shares
|
|
—
|
|
|
220,753
|
|
||
Proceeds from Employee Share Purchase Plan (ESPP)
|
|
2,973
|
|
|
4,944
|
|
||
Proceeds from exercise of options
|
|
16,044
|
|
|
46,781
|
|
||
Redemption of Preferred Shares
|
|
—
|
|
|
(150,000
|
)
|
||
Premium on redemption of Preferred Shares
|
|
—
|
|
|
(21
|
)
|
||
Payment of offering costs
|
|
(954
|
)
|
|
(2,860
|
)
|
||
Other financing activities, net
|
|
(33
|
)
|
|
(33
|
)
|
||
Contributions – Noncontrolling Interests – Partially Owned Properties
|
|
11,520
|
|
|
5,992
|
|
||
Contributions – Noncontrolling Interests – Operating Partnership
|
|
5
|
|
|
5
|
|
||
Distributions:
|
|
|
|
|
||||
Common Shares
|
|
(537,464
|
)
|
|
(371,319
|
)
|
||
Preferred Shares
|
|
(3,109
|
)
|
|
(11,344
|
)
|
||
Noncontrolling Interests – Operating Partnership
|
|
(22,216
|
)
|
|
(17,053
|
)
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
(5,702
|
)
|
|
(4,742
|
)
|
||
Net cash (used for) financing activities
|
|
(464,760
|
)
|
|
(819,539
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
360,171
|
|
|
(338,298
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
612,590
|
|
|
383,921
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
972,761
|
|
|
$
|
45,623
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
|
$
|
451,495
|
|
|
$
|
353,329
|
|
Net cash paid for income and other taxes
|
|
$
|
1,064
|
|
|
$
|
573
|
|
Real estate acquisitions/dispositions/other:
|
|
|
|
|
||||
Mortgage loans assumed
|
|
$
|
—
|
|
|
$
|
137,644
|
|
Valuation of OP Units issued
|
|
$
|
—
|
|
|
$
|
66,606
|
|
Amortization of deferred financing costs:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(152
|
)
|
|
$
|
—
|
|
Deferred financing costs, net
|
|
$
|
16,016
|
|
|
$
|
10,384
|
|
Amortization of discounts and premiums on debt:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
(39,232
|
)
|
|
$
|
(7,462
|
)
|
Notes, net
|
|
$
|
1,620
|
|
|
$
|
1,667
|
|
Amortization of deferred settlements on derivative instruments:
|
|
|
|
|
||||
Other liabilities
|
|
$
|
(401
|
)
|
|
$
|
(401
|
)
|
Accumulated other comprehensive income
|
|
$
|
16,084
|
|
|
$
|
10,907
|
|
Loss from investments in unconsolidated entities:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
51,923
|
|
|
$
|
3
|
|
Other liabilities
|
|
$
|
5,842
|
|
|
$
|
—
|
|
Unrealized loss (gain) on derivative instruments:
|
|
|
|
|
||||
Other assets
|
|
$
|
(10,609
|
)
|
|
$
|
5,934
|
|
Mortgage notes payable
|
|
$
|
—
|
|
|
$
|
(2,589
|
)
|
Notes, net
|
|
$
|
(1,523
|
)
|
|
$
|
(3,345
|
)
|
Other liabilities
|
|
$
|
3,427
|
|
|
$
|
12,336
|
|
Accumulated other comprehensive income
|
|
$
|
8,737
|
|
|
$
|
(12,337
|
)
|
Acquisition of Archstone, net of cash acquired:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(8,710,242
|
)
|
|
$
|
—
|
|
Investments in unconsolidated entities
|
|
$
|
(217,092
|
)
|
|
$
|
—
|
|
Deposits – restricted
|
|
$
|
(474
|
)
|
|
$
|
—
|
|
Escrow deposits – mortgage
|
|
$
|
(35,897
|
)
|
|
$
|
—
|
|
Deferred financing costs, net
|
|
$
|
(25,780
|
)
|
|
$
|
—
|
|
Other assets
|
|
$
|
(203,295
|
)
|
|
$
|
—
|
|
Mortgage notes payable
|
|
$
|
3,076,876
|
|
|
$
|
—
|
|
Accounts payable and accrued expenses
|
|
$
|
17,576
|
|
|
$
|
—
|
|
Accrued interest payable
|
|
$
|
11,305
|
|
|
$
|
—
|
|
Other liabilities
|
|
$
|
117,068
|
|
|
$
|
—
|
|
Security deposits
|
|
$
|
10,949
|
|
|
$
|
—
|
|
Issuance of Common Shares
|
|
$
|
1,929,868
|
|
|
$
|
—
|
|
Noncontrolling Interests – Partially Owned Properties
|
|
$
|
28,263
|
|
|
$
|
—
|
|
Interest capitalized for real estate and unconsolidated entities under development:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(31,648
|
)
|
|
$
|
(15,163
|
)
|
Investments in unconsolidated entities
|
|
$
|
(1,298
|
)
|
|
$
|
(613
|
)
|
Investments in unconsolidated entities:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
(9,317
|
)
|
|
$
|
(5,423
|
)
|
Other liabilities
|
|
$
|
(50,046
|
)
|
|
$
|
—
|
|
Other:
|
|
|
|
|
||||
Receivable on sale of Common Shares
|
|
$
|
—
|
|
|
$
|
28,457
|
|
Foreign currency translation adjustments
|
|
$
|
789
|
|
|
$
|
—
|
|
|
|
Nine Months Ended
|
||
|
|
September 30, 2013
|
||
SHAREHOLDERS’ EQUITY
|
|
|
||
|
|
|
||
PREFERRED SHARES
|
|
|
||
Balance, beginning of year
|
|
$
|
50,000
|
|
Balance, end of period
|
|
$
|
50,000
|
|
|
|
|
||
COMMON SHARES, $0.01 PAR VALUE
|
|
|
||
Balance, beginning of year
|
|
$
|
3,251
|
|
Issuance of Common Shares
|
|
345
|
|
|
Exercise of share options
|
|
5
|
|
|
Employee Share Purchase Plan (ESPP)
|
|
1
|
|
|
Share-based employee compensation expense:
|
|
|
||
Restricted shares
|
|
2
|
|
|
Balance, end of period
|
|
$
|
3,604
|
|
|
|
|
||
PAID IN CAPITAL
|
|
|
||
Balance, beginning of year
|
|
$
|
6,542,355
|
|
Common Share Issuance:
|
|
|
||
Conversion of OP Units into Common Shares
|
|
1,203
|
|
|
Issuance of Common Shares
|
|
1,929,523
|
|
|
Exercise of share options
|
|
16,039
|
|
|
Employee Share Purchase Plan (ESPP)
|
|
2,972
|
|
|
Share-based employee compensation expense:
|
|
|
||
Restricted shares
|
|
10,248
|
|
|
Share options
|
|
8,684
|
|
|
ESPP discount
|
|
557
|
|
|
Offering costs
|
|
(954
|
)
|
|
Supplemental Executive Retirement Plan (SERP)
|
|
(439
|
)
|
|
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership
|
|
69,344
|
|
|
Adjustment for Noncontrolling Interests ownership in Operating Partnership
|
|
(36,710
|
)
|
|
Balance, end of period
|
|
$
|
8,542,822
|
|
|
|
|
||
RETAINED EARNINGS
|
|
|
||
Balance, beginning of year
|
|
$
|
887,355
|
|
Net income attributable to controlling interests
|
|
1,719,637
|
|
|
Common Share distributions
|
|
(432,280
|
)
|
|
Preferred Share distributions
|
|
(3,109
|
)
|
|
Balance, end of period
|
|
$
|
2,171,603
|
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
ASSETS
|
|
|
|
|
||||
Investment in real estate
|
|
|
|
|
||||
Land
|
|
$
|
6,201,333
|
|
|
$
|
4,554,912
|
|
Depreciable property
|
|
19,254,957
|
|
|
15,711,944
|
|
||
Projects under development
|
|
779,053
|
|
|
387,750
|
|
||
Land held for development
|
|
505,494
|
|
|
353,823
|
|
||
Investment in real estate
|
|
26,740,837
|
|
|
21,008,429
|
|
||
Accumulated depreciation
|
|
(4,654,594
|
)
|
|
(4,912,221
|
)
|
||
Investment in real estate, net
|
|
22,086,243
|
|
|
16,096,208
|
|
||
Cash and cash equivalents
|
|
972,761
|
|
|
612,590
|
|
||
Investments in unconsolidated entities
|
|
165,898
|
|
|
17,877
|
|
||
Deposits – restricted
|
|
98,874
|
|
|
250,442
|
|
||
Escrow deposits – mortgage
|
|
40,901
|
|
|
9,129
|
|
||
Deferred financing costs, net
|
|
66,775
|
|
|
44,382
|
|
||
Other assets
|
|
379,979
|
|
|
170,372
|
|
||
Total assets
|
|
$
|
23,811,431
|
|
|
$
|
17,201,000
|
|
|
|
|
|
|
||||
LIABILITIES AND CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
6,230,675
|
|
|
$
|
3,898,369
|
|
Notes, net
|
|
5,476,522
|
|
|
4,630,875
|
|
||
Lines of credit
|
|
—
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
|
166,939
|
|
|
38,372
|
|
||
Accrued interest payable
|
|
85,353
|
|
|
76,223
|
|
||
Other liabilities
|
|
331,797
|
|
|
304,518
|
|
||
Security deposits
|
|
71,462
|
|
|
66,988
|
|
||
Distributions payable
|
|
149,836
|
|
|
260,176
|
|
||
Total liabilities
|
|
12,512,584
|
|
|
9,275,521
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
||||
Redeemable Limited Partners
|
|
376,057
|
|
|
398,372
|
|
||
Capital:
|
|
|
|
|
||||
Partners' Capital:
|
|
|
|
|
||||
Preference Units
|
|
50,000
|
|
|
50,000
|
|
||
General Partner
|
|
10,718,029
|
|
|
7,432,961
|
|
||
Limited Partners
|
|
213,518
|
|
|
159,606
|
|
||
Accumulated other comprehensive (loss)
|
|
(169,392
|
)
|
|
(193,148
|
)
|
||
Total partners' capital
|
|
10,812,155
|
|
|
7,449,419
|
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
110,635
|
|
|
77,688
|
|
||
Total capital
|
|
10,922,790
|
|
|
7,527,107
|
|
||
Total liabilities and capital
|
|
$
|
23,811,431
|
|
|
$
|
17,201,000
|
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
1,749,374
|
|
|
$
|
1,295,431
|
|
|
$
|
626,880
|
|
|
$
|
448,647
|
|
Fee and asset management
|
|
7,399
|
|
|
7,328
|
|
|
2,566
|
|
|
3,052
|
|
||||
Total revenues
|
|
1,756,773
|
|
|
1,302,759
|
|
|
629,446
|
|
|
451,699
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
EXPENSES
|
|
|
|
|
|
|
|
|
||||||||
Property and maintenance
|
|
333,202
|
|
|
254,009
|
|
|
119,632
|
|
|
86,682
|
|
||||
Real estate taxes and insurance
|
|
218,777
|
|
|
154,633
|
|
|
76,255
|
|
|
53,064
|
|
||||
Property management
|
|
63,395
|
|
|
62,769
|
|
|
18,875
|
|
|
18,493
|
|
||||
Fee and asset management
|
|
4,739
|
|
|
3,595
|
|
|
1,516
|
|
|
1,108
|
|
||||
Depreciation
|
|
798,121
|
|
|
422,148
|
|
|
277,336
|
|
|
139,337
|
|
||||
General and administrative
|
|
47,018
|
|
|
37,162
|
|
|
14,438
|
|
|
10,083
|
|
||||
Total expenses
|
|
1,465,252
|
|
|
934,316
|
|
|
508,052
|
|
|
308,767
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
291,521
|
|
|
368,443
|
|
|
121,394
|
|
|
142,932
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
|
1,320
|
|
|
70,514
|
|
|
816
|
|
|
70,087
|
|
||||
Other expenses
|
|
(7,530
|
)
|
|
(18,587
|
)
|
|
(3,986
|
)
|
|
(3,984
|
)
|
||||
Merger expenses
|
|
(19,741
|
)
|
|
(1,921
|
)
|
|
(182
|
)
|
|
(87
|
)
|
||||
Interest:
|
|
|
|
|
|
|
|
|
||||||||
Expense incurred, net
|
|
(437,452
|
)
|
|
(345,476
|
)
|
|
(120,035
|
)
|
|
(113,222
|
)
|
||||
Amortization of deferred financing costs
|
|
(15,636
|
)
|
|
(10,265
|
)
|
|
(4,335
|
)
|
|
(3,320
|
)
|
||||
(Loss) income before income and other taxes, (loss) from investments
in unconsolidated entities, net gain (loss) on sales of unconsolidated entities and land parcels and discontinued operations |
|
(187,518
|
)
|
|
62,708
|
|
|
(6,328
|
)
|
|
92,406
|
|
||||
Income and other tax (expense) benefit
|
|
(1,326
|
)
|
|
(602
|
)
|
|
(493
|
)
|
|
(222
|
)
|
||||
(Loss) from investments in unconsolidated entities due to operations
|
|
(2,984
|
)
|
|
(3
|
)
|
|
(1,454
|
)
|
|
(3
|
)
|
||||
(Loss) from investments in unconsolidated entities due to merger
expenses |
|
(54,781
|
)
|
|
—
|
|
|
(1,771
|
)
|
|
—
|
|
||||
Net gain on sales of unconsolidated entities
|
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
Net gain (loss) on sales of land parcels
|
|
12,179
|
|
|
—
|
|
|
(2,437
|
)
|
|
—
|
|
||||
(Loss) income from continuing operations
|
|
(234,414
|
)
|
|
62,103
|
|
|
(12,467
|
)
|
|
92,181
|
|
||||
Discontinued operations, net
|
|
2,023,897
|
|
|
434,702
|
|
|
404,184
|
|
|
144,142
|
|
||||
Net income
|
|
1,789,483
|
|
|
496,805
|
|
|
391,717
|
|
|
236,323
|
|
||||
Net loss (income) attributable to Noncontrolling Interests – Partially
Owned Properties |
|
1,101
|
|
|
(457
|
)
|
|
311
|
|
|
312
|
|
||||
Net income attributable to controlling interests
|
|
$
|
1,790,584
|
|
|
$
|
496,348
|
|
|
$
|
392,028
|
|
|
$
|
236,635
|
|
|
|
|
|
|
|
|
|
|
||||||||
ALLOCATION OF NET INCOME:
|
|
|
|
|
|
|
|
|
||||||||
Preference Units
|
|
$
|
3,109
|
|
|
$
|
9,319
|
|
|
$
|
1,037
|
|
|
$
|
2,386
|
|
Premium on redemption of Preference Units
|
|
$
|
—
|
|
|
$
|
5,150
|
|
|
$
|
—
|
|
|
$
|
5,150
|
|
|
|
|
|
|
|
|
|
|
||||||||
General Partner
|
|
$
|
1,716,528
|
|
|
$
|
460,233
|
|
|
$
|
376,155
|
|
|
$
|
218,603
|
|
Limited Partners
|
|
70,947
|
|
|
21,646
|
|
|
14,836
|
|
|
10,496
|
|
||||
Net income available to Units
|
|
$
|
1,787,475
|
|
|
$
|
481,879
|
|
|
$
|
390,991
|
|
|
$
|
229,099
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per Unit – basic:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations available to Units
|
|
$
|
(0.64
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
Net income available to Units
|
|
$
|
4.87
|
|
|
$
|
1.53
|
|
|
$
|
1.05
|
|
|
$
|
0.73
|
|
Weighted average Units outstanding
|
|
366,150
|
|
|
313,932
|
|
|
373,547
|
|
|
315,513
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per Unit – diluted:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations available to Units
|
|
$
|
(0.64
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
Net income available to Units
|
|
$
|
4.87
|
|
|
$
|
1.52
|
|
|
$
|
1.05
|
|
|
$
|
0.72
|
|
Weighted average Units outstanding
|
|
366,150
|
|
|
317,265
|
|
|
373,547
|
|
|
318,773
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared per Unit outstanding
|
|
$
|
1.20
|
|
|
$
|
1.0125
|
|
|
$
|
0.40
|
|
|
$
|
0.3375
|
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
1,789,483
|
|
|
$
|
496,805
|
|
|
$
|
391,717
|
|
|
$
|
236,323
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) – derivative instruments:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains (losses) arising during the period
|
|
8,737
|
|
|
(12,337
|
)
|
|
(3,600
|
)
|
|
(3,695
|
)
|
||||
Losses reclassified into earnings from other comprehensive
income |
|
16,084
|
|
|
10,907
|
|
|
3,986
|
|
|
3,704
|
|
||||
Other comprehensive income (loss) – other instruments:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains (losses) arising during the period
|
|
554
|
|
|
394
|
|
|
(374
|
)
|
|
312
|
|
||||
(Gains) realized during the period
|
|
(830
|
)
|
|
—
|
|
|
(830
|
)
|
|
—
|
|
||||
Other comprehensive (loss) – foreign currency:
|
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments arising during the period
|
|
(789
|
)
|
|
—
|
|
|
(1,730
|
)
|
|
—
|
|
||||
Other comprehensive income (loss)
|
|
23,756
|
|
|
(1,036
|
)
|
|
(2,548
|
)
|
|
321
|
|
||||
Comprehensive income
|
|
1,813,239
|
|
|
495,769
|
|
|
389,169
|
|
|
236,644
|
|
||||
Comprehensive loss (income) attributable to Noncontrolling
Interests – Partially Owned Properties |
|
1,101
|
|
|
(457
|
)
|
|
311
|
|
|
312
|
|
||||
Comprehensive income attributable to controlling interests
|
|
$
|
1,814,340
|
|
|
$
|
495,312
|
|
|
$
|
389,480
|
|
|
$
|
236,956
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
1,789,483
|
|
|
$
|
496,805
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
830,097
|
|
|
516,940
|
|
||
Amortization of deferred financing costs
|
|
15,864
|
|
|
10,384
|
|
||
Amortization of above/below market leases
|
|
2,214
|
|
|
—
|
|
||
Amortization of discounts and premiums on debt
|
|
(37,612
|
)
|
|
(5,795
|
)
|
||
Amortization of deferred settlements on derivative instruments
|
|
15,683
|
|
|
10,506
|
|
||
Write-off of pursuit costs
|
|
3,969
|
|
|
6,141
|
|
||
Loss from investments in unconsolidated entities
|
|
57,765
|
|
|
3
|
|
||
Distributions from unconsolidated entities – return on capital
|
|
1,519
|
|
|
454
|
|
||
Net (gain) sales of investment securities
|
|
(830
|
)
|
|
—
|
|
||
Net (gain) on sales of unconsolidated entities
|
|
(16
|
)
|
|
—
|
|
||
Net (gain) on sales of land parcels
|
|
(12,179
|
)
|
|
—
|
|
||
Net (gain) on sales of discontinued operations
|
|
(1,990,577
|
)
|
|
(307,447
|
)
|
||
Unrealized loss (gain) on derivative instruments
|
|
32
|
|
|
(1
|
)
|
||
Compensation paid with Company Common Shares
|
|
29,019
|
|
|
20,836
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Decrease (increase) in deposits – restricted
|
|
4,152
|
|
|
(2,250
|
)
|
||
Decrease (increase) in mortgage deposits
|
|
271
|
|
|
(862
|
)
|
||
Decrease (increase) in other assets
|
|
7,315
|
|
|
(14,039
|
)
|
||
Increase in accounts payable and accrued expenses
|
|
65,001
|
|
|
67,479
|
|
||
(Decrease) in accrued interest payable
|
|
(2,175
|
)
|
|
(9,252
|
)
|
||
(Decrease) increase in other liabilities
|
|
(5,427
|
)
|
|
68,492
|
|
||
(Decrease) increase in security deposits
|
|
(6,475
|
)
|
|
3,472
|
|
||
Net cash provided by operating activities
|
|
767,093
|
|
|
861,866
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Acquisition of Archstone, net of cash acquired
|
|
(4,000,875
|
)
|
|
—
|
|
||
Investment in real estate – acquisitions
|
|
(108,308
|
)
|
|
(764,859
|
)
|
||
Investment in real estate – development/other
|
|
(256,965
|
)
|
|
(116,715
|
)
|
||
Improvements to real estate
|
|
(96,866
|
)
|
|
(114,535
|
)
|
||
Additions to non-real estate property
|
|
(3,359
|
)
|
|
(6,716
|
)
|
||
Interest capitalized for real estate and unconsolidated entities under development
|
|
(32,946
|
)
|
|
(15,776
|
)
|
||
Proceeds from disposition of real estate, net
|
|
4,434,708
|
|
|
610,127
|
|
||
Investments in unconsolidated entities
|
|
(59,363
|
)
|
|
(5,423
|
)
|
||
Distributions from unconsolidated entities – return of capital
|
|
25,471
|
|
|
—
|
|
||
Proceeds from sale of investment securities
|
|
828
|
|
|
—
|
|
||
Decrease in deposits on real estate acquisitions and investments, net
|
|
147,890
|
|
|
31,677
|
|
||
Decrease in mortgage deposits
|
|
7,623
|
|
|
1,682
|
|
||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
(87
|
)
|
||
Net cash provided by (used for) investing activities
|
|
57,838
|
|
|
(380,625
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Loan and bond acquisition costs
|
|
$
|
(18,254
|
)
|
|
$
|
(4,599
|
)
|
Mortgage deposits
|
|
(3,769
|
)
|
|
(590
|
)
|
||
Mortgage notes payable:
|
|
|
|
|
||||
Proceeds
|
|
5,951
|
|
|
—
|
|
||
Restricted cash
|
|
—
|
|
|
2,370
|
|
||
Lump sum payoffs
|
|
(701,762
|
)
|
|
(279,943
|
)
|
||
Scheduled principal repayments
|
|
(9,527
|
)
|
|
(11,022
|
)
|
||
Notes, net:
|
|
|
|
|
||||
Proceeds
|
|
1,245,550
|
|
|
—
|
|
||
Lump sum payoffs
|
|
(400,000
|
)
|
|
(253,858
|
)
|
||
Lines of credit:
|
|
|
|
|
||||
Proceeds
|
|
8,413,000
|
|
|
392,000
|
|
||
Repayments
|
|
(8,413,000
|
)
|
|
(385,000
|
)
|
||
(Payments on) settlement of derivative instruments
|
|
(44,013
|
)
|
|
—
|
|
||
Proceeds from sale of OP Units
|
|
—
|
|
|
220,753
|
|
||
Proceeds from EQR's Employee Share Purchase Plan (ESPP)
|
|
2,973
|
|
|
4,944
|
|
||
Proceeds from exercise of EQR options
|
|
16,044
|
|
|
46,781
|
|
||
Redemption of Preference Units
|
|
—
|
|
|
(150,000
|
)
|
||
Premium on redemption of Preference Units
|
|
—
|
|
|
(21
|
)
|
||
Payment of offering costs
|
|
(954
|
)
|
|
(2,860
|
)
|
||
Other financing activities, net
|
|
(33
|
)
|
|
(33
|
)
|
||
Contributions – Noncontrolling Interests – Partially Owned Properties
|
|
11,520
|
|
|
5,992
|
|
||
Contributions – Limited Partners
|
|
5
|
|
|
5
|
|
||
Distributions:
|
|
|
|
|
||||
OP Units – General Partner
|
|
(537,464
|
)
|
|
(371,319
|
)
|
||
Preference Units
|
|
(3,109
|
)
|
|
(11,344
|
)
|
||
OP Units – Limited Partners
|
|
(22,216
|
)
|
|
(17,053
|
)
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
(5,702
|
)
|
|
(4,742
|
)
|
||
Net cash (used for) financing activities
|
|
(464,760
|
)
|
|
(819,539
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
360,171
|
|
|
(338,298
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
612,590
|
|
|
383,921
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
972,761
|
|
|
$
|
45,623
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
|
$
|
451,495
|
|
|
$
|
353,329
|
|
Net cash paid for income and other taxes
|
|
$
|
1,064
|
|
|
$
|
573
|
|
Real estate acquisitions/dispositions/other:
|
|
|
|
|
||||
Mortgage loans assumed
|
|
$
|
—
|
|
|
$
|
137,644
|
|
Valuation of OP Units issued
|
|
$
|
—
|
|
|
$
|
66,606
|
|
Amortization of deferred financing costs:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(152
|
)
|
|
$
|
—
|
|
Deferred financing costs, net
|
|
$
|
16,016
|
|
|
$
|
10,384
|
|
Amortization of discounts and premiums on debt:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
(39,232
|
)
|
|
$
|
(7,462
|
)
|
Notes, net
|
|
$
|
1,620
|
|
|
$
|
1,667
|
|
Amortization of deferred settlements on derivative instruments:
|
|
|
|
|
||||
Other liabilities
|
|
$
|
(401
|
)
|
|
$
|
(401
|
)
|
Accumulated other comprehensive income
|
|
$
|
16,084
|
|
|
$
|
10,907
|
|
Loss from investments in unconsolidated entities:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
51,923
|
|
|
$
|
3
|
|
Other liabilities
|
|
$
|
5,842
|
|
|
$
|
—
|
|
Unrealized loss (gain) on derivative instruments:
|
|
|
|
|
||||
Other assets
|
|
$
|
(10,609
|
)
|
|
$
|
5,934
|
|
Mortgage notes payable
|
|
$
|
—
|
|
|
$
|
(2,589
|
)
|
Notes, net
|
|
$
|
(1,523
|
)
|
|
$
|
(3,345
|
)
|
Other liabilities
|
|
$
|
3,427
|
|
|
$
|
12,336
|
|
Accumulated other comprehensive income
|
|
$
|
8,737
|
|
|
$
|
(12,337
|
)
|
Acquisition of Archstone, net of cash acquired:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(8,710,242
|
)
|
|
$
|
—
|
|
Investments in unconsolidated entities
|
|
$
|
(217,092
|
)
|
|
$
|
—
|
|
Deposits – restricted
|
|
$
|
(474
|
)
|
|
$
|
—
|
|
Escrow deposits – mortgage
|
|
$
|
(35,897
|
)
|
|
$
|
—
|
|
Deferred financing costs, net
|
|
$
|
(25,780
|
)
|
|
$
|
—
|
|
Other assets
|
|
$
|
(203,295
|
)
|
|
$
|
—
|
|
Mortgage notes payable
|
|
$
|
3,076,876
|
|
|
$
|
—
|
|
Accounts payable and accrued expenses
|
|
$
|
17,576
|
|
|
$
|
—
|
|
Accrued interest payable
|
|
$
|
11,305
|
|
|
$
|
—
|
|
Other liabilities
|
|
$
|
117,068
|
|
|
$
|
—
|
|
Security deposits
|
|
$
|
10,949
|
|
|
$
|
—
|
|
Issuance of OP Units
|
|
$
|
1,929,868
|
|
|
$
|
—
|
|
Noncontrolling Interests – Partially Owned Properties
|
|
$
|
28,263
|
|
|
$
|
—
|
|
Interest capitalized for real estate and unconsolidated entities under development:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(31,648
|
)
|
|
$
|
(15,163
|
)
|
Investments in unconsolidated entities
|
|
$
|
(1,298
|
)
|
|
$
|
(613
|
)
|
Investments in unconsolidated entities:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
(9,317
|
)
|
|
$
|
(5,423
|
)
|
Other liabilities
|
|
$
|
(50,046
|
)
|
|
$
|
—
|
|
Other:
|
|
|
|
|
||||
Receivable on sale of OP Units
|
|
$
|
—
|
|
|
$
|
28,457
|
|
Foreign currency translation adjustments
|
|
$
|
789
|
|
|
$
|
—
|
|
|
Nine Months Ended
|
||
|
September 30, 2013
|
||
PARTNERS' CAPITAL
|
|
||
|
|
||
PREFERENCE UNITS
|
|
||
Balance, beginning of year
|
$
|
50,000
|
|
Balance, end of period
|
$
|
50,000
|
|
|
|
||
GENERAL PARTNER
|
|
||
Balance, beginning of year
|
$
|
7,432,961
|
|
OP Unit Issuance:
|
|
||
Conversion of OP Units held by Limited Partners into OP Units held by General Partner
|
1,203
|
|
|
Issuance of OP Units
|
1,929,868
|
|
|
Exercise of EQR share options
|
16,044
|
|
|
EQR's Employee Share Purchase Plan (ESPP)
|
2,973
|
|
|
Share-based employee compensation expense:
|
|
||
EQR restricted shares
|
10,250
|
|
|
EQR share options
|
8,684
|
|
|
EQR ESPP discount
|
557
|
|
|
Offering costs
|
(954
|
)
|
|
Net income available to Units – General Partner
|
1,716,528
|
|
|
OP Units – General Partner distributions
|
(432,280
|
)
|
|
Supplemental Executive Retirement Plan (SERP)
|
(439
|
)
|
|
Change in market value of Redeemable Limited Partners
|
69,344
|
|
|
Adjustment for Limited Partners ownership in Operating Partnership
|
(36,710
|
)
|
|
Balance, end of period
|
$
|
10,718,029
|
|
|
|
||
LIMITED PARTNERS
|
|
||
Balance, beginning of year
|
$
|
159,606
|
|
Issuance of LTIP Units to Limited Partners
|
5
|
|
|
Conversion of OP Units held by Limited Partners into OP Units held by General Partner
|
(1,203
|
)
|
|
Equity compensation associated with Units – Limited Partners
|
11,542
|
|
|
Net income available to Units – Limited Partners
|
70,947
|
|
|
Units – Limited Partners distributions
|
(17,060
|
)
|
|
Change in carrying value of Redeemable Limited Partners
|
(47,029
|
)
|
|
Adjustment for Limited Partners ownership in Operating Partnership
|
36,710
|
|
|
Balance, end of period
|
$
|
213,518
|
|
|
|
||
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
|
|
||
Balance, beginning of year
|
$
|
(193,148
|
)
|
Accumulated other comprehensive income – derivative instruments:
|
|
||
Unrealized holding gains arising during the period
|
8,737
|
|
|
Losses reclassified into earnings from other comprehensive income
|
16,084
|
|
|
Accumulated other comprehensive income (loss) – other instruments:
|
|
||
Unrealized holding gains arising during the period
|
554
|
|
|
(Gains) realized during the period
|
(830
|
)
|
|
Accumulated other comprehensive (loss) – foreign currency:
|
|
||
Currency translation adjustments arising during the period
|
(789
|
)
|
|
Balance, end of period
|
$
|
(169,392
|
)
|
|
Nine Months Ended
|
||
|
September 30, 2013
|
||
NONCONTROLLING INTERESTS
|
|
||
|
|
||
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
|
|
||
Balance, beginning of year
|
$
|
77,688
|
|
Net (loss) attributable to Noncontrolling Interests
|
(1,101
|
)
|
|
Contributions by Noncontrolling Interests
|
11,520
|
|
|
Acquisition of Archstone
|
28,263
|
|
|
Distributions to Noncontrolling Interests
|
(5,735
|
)
|
|
Balance, end of period
|
$
|
110,635
|
|
1.
|
Business
|
|
|
Properties
|
|
Apartment
Units |
||
Wholly Owned Properties
|
|
363
|
|
|
99,192
|
|
Master-Leased Properties – Consolidated
|
|
3
|
|
|
853
|
|
Partially Owned Properties – Consolidated
|
|
19
|
|
|
3,752
|
|
Partially Owned Properties – Unconsolidated
|
|
2
|
|
|
837
|
|
Military Housing
|
|
2
|
|
|
5,161
|
|
|
|
389
|
|
|
109,795
|
|
2.
|
Summary of Significant Accounting Policies
|
•
|
Land – Based on actual purchase price adjusted to fair value (as necessary) if acquired separately or market research/comparables if acquired with an operating property.
|
•
|
Furniture, Fixtures and Equipment – Ranges between
$3,000
and
$13,000
per apartment unit acquired as an estimate of the fair value of the appliances and fixtures inside an apartment unit. The per-apartment unit amount applied depends on the type of apartment building acquired. Depreciation is calculated on the straight-line method over an estimated useful life of
five
to
ten
years.
|
•
|
Lease Intangibles – The Company considers the value of acquired in-place leases and above/below market leases and the amortization period is the average remaining term of each respective acquired lease. In-place residential leases' average term at acquisition approximates
six
months. See Note 4 for more information on above and below market leases.
|
•
|
Other Intangible Assets – The Company considers whether it has acquired other intangible assets, including any customer relationship intangibles and the amortization period is the estimated useful life of the acquired intangible asset.
|
•
|
Building – Based on the fair value determined on an “as-if vacant” basis. Depreciation is calculated on the straight-line method over an estimated useful life of
thirty
years.
|
•
|
Site Improvements – Based on replacement cost, which approximates fair value. Depreciation is calculated on the straight-line method over an estimated useful life of
eight
years.
|
•
|
Long-Term Debt – The Company calculates the fair value by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings.
|
3.
|
Equity, Capital and Other Interests
|
|
|
2013
|
|
Common Shares
|
|
|
|
Common Shares outstanding at January 1,
|
|
325,054,654
|
|
Common Shares Issued:
|
|
|
|
Conversion of OP Units
|
|
47,939
|
|
Issuance of Common Shares
|
|
34,468,085
|
|
Exercise of share options
|
|
530,847
|
|
Employee Share Purchase Plan (ESPP)
|
|
63,788
|
|
Restricted share grants, net
|
|
230,646
|
|
Common Shares outstanding at September 30,
|
|
360,395,959
|
|
Units
|
|
|
|
Units outstanding at January 1,
|
|
13,968,758
|
|
LTIP Units, net
|
|
279,557
|
|
Conversion of OP Units to Common Shares
|
|
(47,939
|
)
|
Units outstanding at September 30,
|
|
14,200,376
|
|
Total Common Shares and Units outstanding at September 30,
|
|
374,596,335
|
|
Units Ownership Interest in Operating Partnership
|
|
3.8
|
%
|
|
|
2013
|
||
Balance at January 1,
|
|
$
|
398,372
|
|
Change in market value
|
|
(69,344
|
)
|
|
Change in carrying value
|
|
47,029
|
|
|
Balance at September 30,
|
|
$
|
376,057
|
|
|
|
|
|
|
|
Amounts in thousands
|
||||||||
|
|
Redemption
Date (1) |
|
Annual
Dividend per Share (2) |
|
September 30,
2013 |
|
December 31,
2012 |
||||||
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 September 30, 2013 and December 31, 2012 |
|
12/10/26
|
|
|
$4.145
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
(1)
|
On or after the redemption date, redeemable preferred shares 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 Preferred Shares are payable quarterly.
|
|
|
|
|
|
|
2013
|
|
General and Limited Partner Units
|
|
|
|
General and Limited Partner Units outstanding at January 1,
|
|
339,023,412
|
|
Issued to General Partner:
|
|
|
|
Issuance of OP Units
|
|
34,468,085
|
|
Exercise of EQR share options
|
|
530,847
|
|
EQR’s Employee Share Purchase Plan (ESPP)
|
|
63,788
|
|
EQR's restricted share grants, net
|
|
230,646
|
|
Issued to Limited Partners:
|
|
|
|
LTIP Units, net
|
|
279,557
|
|
General and Limited Partner Units outstanding at September 30,
|
|
374,596,335
|
|
Limited Partner Units
|
|
|
|
Limited Partner Units outstanding at January 1,
|
|
13,968,758
|
|
Limited Partner LTIP Units, net
|
|
279,557
|
|
Conversion of Limited Partner OP Units to EQR Common Shares
|
|
(47,939
|
)
|
Limited Partner Units outstanding at September 30,
|
|
14,200,376
|
|
Limited Partner Units Ownership Interest in Operating Partnership
|
|
3.8
|
%
|
|
|
2013
|
||
Balance at January 1,
|
|
$
|
398,372
|
|
Change in market value
|
|
(69,344
|
)
|
|
Change in carrying value
|
|
47,029
|
|
|
Balance at September 30,
|
|
$
|
376,057
|
|
|
|
|
|
|
|
Amounts in thousands
|
||||||||
|
|
Redemption
Date (1)
|
|
Annual
Dividend per Unit (2) |
|
September 30,
2013 |
|
December 31,
2012 |
||||||
Preference Units:
|
|
|
|
|
|
|
|
|
||||||
8.29% Series K Cumulative Redeemable Preference Units;
liquidation value $50 per unit; 1,000,000 units issued and
outstanding at September 30, 2013 and December 31, 2012
|
|
12/10/26
|
|
|
$4.145
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
(1)
|
On or after the redemption date, redeemable preference units 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 Preference Units are payable quarterly.
|
4.
|
Real Estate and Lease Intangibles
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Land
|
|
$
|
6,201,333
|
|
|
$
|
4,554,912
|
|
Depreciable property:
|
|
|
|
|
||||
Buildings and improvements
|
|
17,555,388
|
|
|
14,135,740
|
|
||
Furniture, fixtures and equipment
|
|
1,196,410
|
|
|
1,343,765
|
|
||
In-Place lease intangibles
|
|
503,159
|
|
|
232,439
|
|
||
Projects under development:
|
|
|
|
|
||||
Land
|
|
280,718
|
|
|
210,632
|
|
||
Construction-in-progress
|
|
498,335
|
|
|
177,118
|
|
||
Land held for development:
|
|
|
|
|
||||
Land
|
|
435,227
|
|
|
294,868
|
|
||
Construction-in-progress
|
|
70,267
|
|
|
58,955
|
|
||
Investment in real estate
|
|
26,740,837
|
|
|
21,008,429
|
|
||
Accumulated depreciation
|
|
(4,654,594
|
)
|
|
(4,912,221
|
)
|
||
Investment in real estate, net
|
|
$
|
22,086,243
|
|
|
$
|
16,096,208
|
|
Description
|
|
Balance Sheet Location
|
|
Value
|
||
Assets
|
|
|
|
|
||
Ground lease intangibles – below market
|
|
Other Assets
|
|
$
|
178,251
|
|
Retail lease intangibles – above market
|
|
Other Assets
|
|
2,310
|
|
|
Lease intangible assets
|
|
|
|
180,561
|
|
|
Accumulated amortization
|
|
|
|
(3,221
|
)
|
|
Lease intangible assets, net
|
|
|
|
$
|
177,340
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Ground lease intangibles – above market
|
|
Other Liabilities
|
|
$
|
2,400
|
|
Retail lease intangibles – below market
|
|
Other Liabilities
|
|
7,790
|
|
|
Lease intangible liabilities
|
|
|
|
10,190
|
|
|
Accumulated amortization
|
|
|
|
(993
|
)
|
|
Lease intangible liabilities, net
|
|
|
|
$
|
9,197
|
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ground lease intangibles
|
|
$
|
1,080
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
Retail lease intangibles
|
|
(218
|
)
|
|
(1,144
|
)
|
|
(1,150
|
)
|
|
(1,042
|
)
|
|
(674
|
)
|
|
(205
|
)
|
||||||
Total
|
|
$
|
862
|
|
|
$
|
3,177
|
|
|
$
|
3,171
|
|
|
$
|
3,279
|
|
|
$
|
3,647
|
|
|
$
|
4,116
|
|
|
|
|
||
Land
|
|
$
|
2,239,000
|
|
Depreciable property:
|
|
|
||
Buildings and improvements
|
|
5,832,554
|
|
|
Furniture, fixtures and equipment
|
|
61,470
|
|
|
In-Place lease intangibles
|
|
304,830
|
|
|
Projects under development
|
|
36,583
|
|
|
Land held for development
|
|
239,898
|
|
|
Investments in unconsolidated entities
|
|
188,139
|
|
|
Other assets
|
|
196,310
|
|
|
Other liabilities
|
|
(112,369
|
)
|
|
Net assets acquired
|
|
$
|
8,986,415
|
|
Description
|
|
Balance Sheet Location
|
|
Fair Value
|
||
Ground lease intangibles – below market
|
|
Other Assets
|
|
$
|
178,251
|
|
Retail lease intangibles – above market
|
|
Other Assets
|
|
2,310
|
|
|
|
|
|
|
|
||
Ground lease intangibles – above market
|
|
Other Liabilities
|
|
2,400
|
|
|
Retail lease intangibles – below market
|
|
Other Liabilities
|
|
8,040
|
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
(Amounts in thousands, except per share amounts)
|
||||||||||||||
Total revenues
|
|
$
|
1,854,509
|
|
|
$
|
1,726,304
|
|
|
$
|
629,446
|
|
|
$
|
596,734
|
|
Income (loss) from continuing operations (1)
|
|
132,592
|
|
|
(179,574
|
)
|
|
84,978
|
|
|
107,024
|
|
||||
Discontinued operations, net
|
|
2,024,346
|
|
|
434,253
|
|
|
403,181
|
|
|
145,145
|
|
||||
Net income
|
|
2,156,938
|
|
|
254,679
|
|
|
488,159
|
|
|
252,169
|
|
||||
Net income available to Common Shares
|
|
2,070,153
|
|
|
232,053
|
|
|
468,959
|
|
|
234,471
|
|
||||
Earnings per share - basic:
|
|
|
|
|
|
|
|
|
||||||||
Net income available to Common Shares
|
|
$
|
5.76
|
|
|
$
|
0.65
|
|
|
$
|
1.30
|
|
|
$
|
0.66
|
|
Weighted average Common Shares outstanding (2)
|
|
359,611
|
|
|
356,434
|
|
|
359,811
|
|
|
357,654
|
|
||||
Earnings per share - diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Net income available to Common Shares
|
|
$
|
5.74
|
|
|
$
|
0.65
|
|
|
$
|
1.30
|
|
|
$
|
0.66
|
|
Weighted average Common Shares outstanding (2)
|
|
375,808
|
|
|
356,434
|
|
|
375,883
|
|
|
375,091
|
|
(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 pro forma loss from continuing operations for the nine months ended September 30, 2012.
|
(2)
|
Includes an adjustment for Common Shares issued to the public in December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition.
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
(Amounts in thousands, except per Unit amounts)
|
||||||||||||||
Total revenues
|
|
$
|
1,854,509
|
|
|
$
|
1,726,304
|
|
|
$
|
629,446
|
|
|
$
|
596,734
|
|
Income (loss) from continuing operations (1)
|
|
132,592
|
|
|
(179,574
|
)
|
|
84,978
|
|
|
107,024
|
|
||||
Discontinued operations, net
|
|
2,024,346
|
|
|
434,253
|
|
|
403,181
|
|
|
145,145
|
|
||||
Net income
|
|
2,156,938
|
|
|
254,679
|
|
|
488,159
|
|
|
252,169
|
|
||||
Net income available to Units
|
|
2,155,736
|
|
|
242,962
|
|
|
487,433
|
|
|
245,725
|
|
||||
Earnings per Unit - basic:
|
|
|
|
|
|
|
|
|
||||||||
Net income available to Units
|
|
$
|
5.76
|
|
|
$
|
0.65
|
|
|
$
|
1.30
|
|
|
$
|
0.66
|
|
Weighted average Units outstanding (2)
|
|
373,347
|
|
|
370,250
|
|
|
373,547
|
|
|
371,831
|
|
||||
Earnings per Unit - diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Net income available to Units
|
|
$
|
5.74
|
|
|
$
|
0.65
|
|
|
$
|
1.30
|
|
|
$
|
0.66
|
|
Weighted average Units outstanding (2)
|
|
375,808
|
|
|
370,250
|
|
|
375,883
|
|
|
375,091
|
|
(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 pro forma loss from continuing operations for the nine months ended September 30, 2012.
|
(2)
|
Includes an adjustment for Common Shares issued to the public in December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition. Concurrent with these transactions, ERPOP issued the same number of OP Units to EQR.
|
|
|
Properties
|
|
Apartment Units
|
|
Purchase Price
|
||||
Rental Properties – Consolidated
|
|
1
|
|
|
322
|
|
|
$
|
91,500
|
|
Land Parcel (one)
|
|
—
|
|
|
—
|
|
|
16,500
|
|
|
Total
|
|
1
|
|
|
322
|
|
|
$
|
108,000
|
|
|
|
Properties
|
|
Apartment Units
|
|
Sales Price
|
||||
Consolidated:
|
|
|
|
|
|
|
||||
Rental Properties
|
|
92
|
|
|
28,328
|
|
|
$
|
4,362,689
|
|
Land Parcels (six)
|
|
—
|
|
|
—
|
|
|
77,650
|
|
|
Other (1)
|
|
—
|
|
|
—
|
|
|
30,734
|
|
|
Unconsolidated:
|
|
|
|
|
|
|
||||
Land Parcel (one) (2)
|
|
—
|
|
|
—
|
|
|
26,350
|
|
|
Total
|
|
92
|
|
|
28,328
|
|
|
$
|
4,497,423
|
|
5.
|
Commitments to Acquire/Dispose of Real Estate
|
|
|
Properties
|
|
Apartment Units
|
|
Purchase Price
|
||||
Land Parcel (one)
|
|
—
|
|
|
—
|
|
|
$
|
12,500
|
|
Total
|
|
—
|
|
|
—
|
|
|
$
|
12,500
|
|
|
|
Properties
|
|
Apartment Units
|
|
Sales Price
|
||||
Land Parcel (one)
|
|
—
|
|
|
—
|
|
|
$
|
27,000
|
|
Total
|
|
—
|
|
|
—
|
|
|
$
|
27,000
|
|
6.
|
Investments in Partially Owned Entities
|
|
Consolidated
|
|
Unconsolidated
|
||||||||||||||||||||||||
|
Development Projects
|
|
|
|
|
|
Development Projects
|
|
|
|
|
||||||||||||||||
|
Held for
and/or Under Development |
|
Operating
|
|
Total
|
|
Held for
and/or Under Development |
|
Completed, Not Stabilized (3)
|
|
Operating
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total projects (1)
|
—
|
|
|
19
|
|
|
19
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total apartment units (1)
|
—
|
|
|
3,752
|
|
|
3,752
|
|
|
—
|
|
|
501
|
|
|
336
|
|
|
837
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance sheet information at 9/30/13 (at 100%):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment in real estate
|
$
|
308,893
|
|
|
$
|
672,958
|
|
|
$
|
981,851
|
|
|
$
|
238,872
|
|
|
$
|
77,292
|
|
|
$
|
55,369
|
|
|
$
|
371,533
|
|
Accumulated depreciation
|
—
|
|
|
(167,457
|
)
|
|
(167,457
|
)
|
|
(84
|
)
|
|
—
|
|
|
(4,165
|
)
|
|
(4,249
|
)
|
|||||||
Investment in real estate, net
|
308,893
|
|
|
505,501
|
|
|
814,394
|
|
|
238,788
|
|
|
77,292
|
|
|
51,204
|
|
|
367,284
|
|
|||||||
Cash and cash equivalents
|
4,253
|
|
|
17,659
|
|
|
21,912
|
|
|
1,153
|
|
|
317
|
|
|
1,357
|
|
|
2,827
|
|
|||||||
Investments in unconsolidated entities
|
—
|
|
|
55,040
|
|
|
55,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Deposits – restricted
|
43,631
|
|
|
206
|
|
|
43,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Deferred financing costs, net
|
—
|
|
|
2,521
|
|
|
2,521
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
10
|
|
|||||||
Other assets
|
5,781
|
|
|
27,170
|
|
|
32,951
|
|
|
333
|
|
|
5
|
|
|
1,038
|
|
|
1,376
|
|
|||||||
Total assets
|
$
|
362,558
|
|
|
$
|
608,097
|
|
|
$
|
970,655
|
|
|
$
|
240,274
|
|
|
$
|
77,619
|
|
|
$
|
53,604
|
|
|
$
|
371,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
LIABILITIES AND EQUITY/CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage notes payable (2)
|
$
|
—
|
|
|
$
|
358,730
|
|
|
$
|
358,730
|
|
|
$
|
118,723
|
|
|
$
|
45,217
|
|
|
$
|
30,550
|
|
|
$
|
194,490
|
|
Accounts payable & accrued expenses
|
27,052
|
|
|
2,495
|
|
|
29,547
|
|
|
13,781
|
|
|
2,864
|
|
|
(143
|
)
|
|
16,502
|
|
|||||||
Accrued interest payable
|
—
|
|
|
1,259
|
|
|
1,259
|
|
|
432
|
|
|
208
|
|
|
—
|
|
|
640
|
|
|||||||
Other liabilities
|
1,045
|
|
|
1,254
|
|
|
2,299
|
|
|
365
|
|
|
156
|
|
|
1,345
|
|
|
1,866
|
|
|||||||
Security deposits
|
1
|
|
|
1,821
|
|
|
1,822
|
|
|
94
|
|
|
75
|
|
|
18
|
|
|
187
|
|
|||||||
Total liabilities
|
28,098
|
|
|
365,559
|
|
|
393,657
|
|
|
133,395
|
|
|
48,520
|
|
|
31,770
|
|
|
213,685
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Noncontrolling Interests - Partially Owned
Properties/Partners' equity |
98,126
|
|
|
12,509
|
|
|
110,635
|
|
|
78,556
|
|
|
23,205
|
|
|
20,450
|
|
|
122,211
|
|
|||||||
Company equity/General and Limited
Partners' Capital |
236,334
|
|
|
230,029
|
|
|
466,363
|
|
|
28,323
|
|
|
5,894
|
|
|
1,384
|
|
|
35,601
|
|
|||||||
Total equity/capital
|
334,460
|
|
|
242,538
|
|
|
576,998
|
|
|
106,879
|
|
|
29,099
|
|
|
21,834
|
|
|
157,812
|
|
|||||||
Total liabilities and equity/capital
|
$
|
362,558
|
|
|
$
|
608,097
|
|
|
$
|
970,655
|
|
|
$
|
240,274
|
|
|
$
|
77,619
|
|
|
$
|
53,604
|
|
|
$
|
371,497
|
|
|
Consolidated
|
|
Unconsolidated
|
||||||||||||||||||||||||
|
Development Projects
|
|
|
|
|
|
Development Projects
|
|
|
|
|
||||||||||||||||
|
Held for
and/or Under Development |
|
|
|
|
|
Held for
and/or Under Development |
|
|
|
Operating
|
|
|
||||||||||||||
|
|
|
|
|
|
|
Completed, Not Stabilized (3)
|
|
|
|
|||||||||||||||||
|
|
Operating
|
|
Total
|
|
|
|
|
Total
|
||||||||||||||||||
Operating information for the nine months ended 9/30/13 (at 100%):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating revenue
|
$
|
12
|
|
|
$
|
59,666
|
|
|
$
|
59,678
|
|
|
$
|
1,305
|
|
|
$
|
1,861
|
|
|
$
|
3,173
|
|
|
$
|
6,339
|
|
Operating expenses
|
407
|
|
|
18,458
|
|
|
18,865
|
|
|
1,141
|
|
|
1,023
|
|
|
1,402
|
|
|
3,566
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net operating (loss) income
|
(395
|
)
|
|
41,208
|
|
|
40,813
|
|
|
164
|
|
|
838
|
|
|
1,771
|
|
|
2,773
|
|
|||||||
Depreciation
|
—
|
|
|
26,478
|
|
|
26,478
|
|
|
84
|
|
|
—
|
|
|
4,165
|
|
|
4,249
|
|
|||||||
General and administrative/other
|
520
|
|
|
79
|
|
|
599
|
|
|
23
|
|
|
—
|
|
|
141
|
|
|
164
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
(915
|
)
|
|
14,651
|
|
|
13,736
|
|
|
57
|
|
|
838
|
|
|
(2,535
|
)
|
|
(1,640
|
)
|
|||||||
Interest and other income
|
2
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||||
Other expenses
|
(334
|
)
|
|
(4
|
)
|
|
(338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expense incurred, net
|
(2
|
)
|
|
(10,615
|
)
|
|
(10,617
|
)
|
|
(152
|
)
|
|
(501
|
)
|
|
(658
|
)
|
|
(1,311
|
)
|
|||||||
Amortization of deferred financing costs
|
—
|
|
|
(216
|
)
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(Loss) income before income and other taxes, (loss)
from investments in unconsolidated entities, net (loss) gain on sales of land parcels and discontinued operations |
(1,249
|
)
|
|
3,819
|
|
|
2,570
|
|
|
(95
|
)
|
|
337
|
|
|
(3,184
|
)
|
|
(2,942
|
)
|
|||||||
Income and other tax (expense) benefit
|
(11
|
)
|
|
(56
|
)
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
(Loss) from investments in unconsolidated entities
|
—
|
|
|
(1,010
|
)
|
|
(1,010
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net (loss) on sales of land parcels
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net gain on sales of discontinued operations
|
—
|
|
|
26,673
|
|
|
26,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net (loss) income
|
$
|
(1,277
|
)
|
|
$
|
29,426
|
|
|
$
|
28,149
|
|
|
$
|
(95
|
)
|
|
$
|
337
|
|
|
$
|
(3,184
|
)
|
|
$
|
(2,942
|
)
|
(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 with the exception of
50%
of the current
$5.7 million
outstanding debt balance on one unconsolidated development project.
|
(3)
|
Projects included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing.
|
Note:
|
The above tables exclude the Company's interests in unconsolidated joint ventures entered into with AVB in connection with the Archstone transaction. These ventures own certain non-core Archstone assets that are held for sale and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone subsidiaries. The preferred interests have an aggregate liquidation value of
$88.3 million
at
September 30, 2013
. The ventures are owned
60%
by the Company and
40%
by AVB.
|
•
|
Nexus Sawgrass – This development project was substantially completed as of September 30, 2013. Total project costs are expected to be approximately
$78.2 million
and construction is being predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of
$48.7 million
and a current unconsolidated outstanding balance of
$45.2 million
; the loan bears interest at
5.60%
and matures
January 1, 2021
.
|
•
|
Domain – This project is currently under development. Total project costs are expected to be approximately
$154.6 million
and construction is being predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of
$98.6 million
and a current unconsolidated outstanding balance of
$82.2 million
; the loan bears interest at
5.75%
and matures
January 1, 2022
.
|
7.
|
Deposits – Restricted
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Tax–deferred (1031) exchange proceeds
|
|
$
|
—
|
|
|
$
|
152,182
|
|
Earnest money on pending acquisitions
|
|
350
|
|
|
5,613
|
|
||
Restricted deposits on real estate investments
|
|
53,764
|
|
|
44,209
|
|
||
Resident security and utility deposits
|
|
44,255
|
|
|
44,199
|
|
||
Other
|
|
505
|
|
|
4,239
|
|
||
Totals
|
|
$
|
98,874
|
|
|
$
|
250,442
|
|
▪
|
Repaid
$711.3 million
of mortgage loans;
|
▪
|
Assumed
$2.2 billion
of mortgage debt held in two Fannie Mae loan pools, consisting of
$1.2 billion
collateralized by
16
properties with an interest rate of
6.256%
and a maturity date of
November 1, 2017
and
$1.0 billion
collateralized by
15
properties with an interest rate of
5.883%
and a maturity date of
November 1, 2014
;
|
▪
|
Assumed
$346.6 million
of tax-exempt bonds on
four
properties with interest rates ranging from SIFMA plus
0.860%
to SIFMA plus
1.402%
and maturity dates through
November 15, 2036
;
|
▪
|
Assumed
$339.0 million
of other mortgage debt on
three
properties with fixed interest rates ranging from
0.100%
to
5.240%
and maturity dates through
May 1, 2061
;
|
▪
|
Assumed
$34.1 million
of other mortgage debt on
one
property with a variable rate of LIBOR plus
1.75%
and a maturity date of
September 1, 2014
; and
|
▪
|
Recorded
$127.9 million
of net mark-to-market premiums on the mortgage debt described in the bullets above.
|
▪
|
Repaid
$400.0 million
of
5.200%
unsecured notes at maturity;
|
▪
|
Issued
$500.0 million
of ten-year
3.00%
fixed rate public notes, receiving net proceeds of
$495.6 million
before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of
3.998%
; and
|
▪
|
Entered into a senior unsecured
$750.0 million
delayed draw term loan facility which was fully drawn on February 27, 2013 in connection with the Archstone acquisition. The maturity date of January 11, 2015 is subject to a one-year extension option exercisable by the Company. The interest rate on advances under the term loan facility will generally be LIBOR plus a spread (currently
1.20%
), which is dependent on the credit rating of the Company's long-term debt.
|
9.
|
Derivative and Other Fair Value Instruments
|
|
|
Forward
Starting Swaps (1) |
||
Current Notional Balance
|
|
$
|
400,000
|
|
Lowest Possible Notional
|
|
$
|
400,000
|
|
Highest Possible Notional
|
|
$
|
400,000
|
|
Lowest Interest Rate
|
|
2.125
|
%
|
|
Highest Interest Rate
|
|
3.230
|
%
|
|
Earliest Maturity Date
|
|
2024
|
|
|
Latest Maturity Date
|
|
2024
|
|
(1)
|
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 2015, and are targeted to 2014 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
|
|
9/30/2013
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward Starting Swaps
|
|
Other Assets
|
|
$
|
12,132
|
|
|
$
|
—
|
|
|
$
|
12,132
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Assets
|
|
78,629
|
|
|
78,629
|
|
|
—
|
|
|
—
|
|
||||
Available-for-Sale Investment Securities
|
|
Other Assets
|
|
1,675
|
|
|
1,675
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
92,436
|
|
|
$
|
80,304
|
|
|
$
|
12,132
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward Starting Swaps
|
|
Other Liabilities
|
|
$
|
3,456
|
|
|
$
|
—
|
|
|
$
|
3,456
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Liabilities
|
|
78,629
|
|
|
78,629
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
82,085
|
|
|
$
|
78,629
|
|
|
$
|
3,456
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Partnership/Redeemable
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited Partners
|
|
Mezzanine
|
|
$
|
376,057
|
|
|
$
|
—
|
|
|
$
|
376,057
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
Balance Sheet
Location
|
|
12/31/2012
|
|
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
|
|
$
|
1,524
|
|
|
$
|
—
|
|
|
$
|
1,524
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Assets
|
|
70,655
|
|
|
70,655
|
|
|
—
|
|
|
—
|
|
||||
Available-for-Sale Investment Securities
|
|
Other Assets
|
|
2,214
|
|
|
2,214
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
74,393
|
|
|
$
|
72,869
|
|
|
$
|
1,524
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward Starting Swaps
|
|
Other Liabilities
|
|
$
|
44,050
|
|
|
$
|
—
|
|
|
$
|
44,050
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Liabilities
|
|
70,655
|
|
|
70,655
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
114,705
|
|
|
$
|
70,655
|
|
|
$
|
44,050
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Partnership/Redeemable
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited Partners
|
|
Mezzanine
|
|
$
|
398,372
|
|
|
$
|
—
|
|
|
$
|
398,372
|
|
|
$
|
—
|
|
September 30, 2013
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
|
|
$
|
(1,524
|
)
|
|
Fixed rate debt
|
|
Interest expense
|
|
$
|
1,524
|
|
Total
|
|
|
|
$
|
(1,524
|
)
|
|
|
|
|
|
$
|
1,524
|
|
September 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
|
|
$
|
(5,934
|
)
|
|
Fixed rate debt
|
|
Interest expense
|
|
$
|
5,934
|
|
Total
|
|
|
|
$
|
(5,934
|
)
|
|
|
|
|
|
$
|
5,934
|
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
September 30, 2013
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
|
$
|
8,737
|
|
|
Interest expense
|
|
$
|
(16,084
|
)
|
|
N/A
|
|
$
|
—
|
|
|
Total
|
|
$
|
8,737
|
|
|
|
|
$
|
(16,084
|
)
|
|
|
|
$
|
—
|
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
September 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
|
|
$
|
(12,337
|
)
|
|
Interest expense
|
|
$
|
(10,907
|
)
|
|
N/A
|
|
$
|
—
|
|
Total
|
|
$
|
(12,337
|
)
|
|
|
|
$
|
(10,907
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
Other Assets
|
|
|
||||||||||||||||
September 30, 2013
Security
|
|
Maturity
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Book/
Fair Value
|
|
Interest and
Other Income
|
||||||||||
Available-for-Sale Investment Securities
|
|
N/A
|
|
$
|
412
|
|
|
$
|
1,263
|
|
|
$
|
—
|
|
|
$
|
1,675
|
|
|
$
|
830
|
|
Total
|
|
|
|
$
|
412
|
|
|
$
|
1,263
|
|
|
$
|
—
|
|
|
$
|
1,675
|
|
|
$
|
830
|
|
|
|
|
|
Other Assets
|
|
|
||||||||||||||||
December 31, 2012
Security
|
|
Maturity
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Book/
Fair Value
|
|
Interest and
Other Income
|
||||||||||
Available-for-Sale Investment Securities
|
|
N/A
|
|
$
|
675
|
|
|
$
|
1,539
|
|
|
$
|
—
|
|
|
$
|
2,214
|
|
|
$
|
—
|
|
Total
|
|
|
|
$
|
675
|
|
|
$
|
1,539
|
|
|
$
|
—
|
|
|
$
|
2,214
|
|
|
$
|
—
|
|
10.
|
Earning Per Share and Earnings Per Unit
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator for net income per share – basic:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
$
|
(234,414
|
)
|
|
$
|
62,103
|
|
|
$
|
(12,467
|
)
|
|
$
|
92,181
|
|
Allocation to Noncontrolling Interests – Operating Partnership, net
|
|
9,402
|
|
|
(2,128
|
)
|
|
483
|
|
|
(3,895
|
)
|
||||
Net loss (income) attributable to Noncontrolling Interests – Partially
Owned Properties |
|
1,101
|
|
|
(457
|
)
|
|
311
|
|
|
312
|
|
||||
Preferred distributions
|
|
(3,109
|
)
|
|
(9,319
|
)
|
|
(1,037
|
)
|
|
(2,386
|
)
|
||||
Premium on redemption of Preferred Shares
|
|
—
|
|
|
(5,150
|
)
|
|
—
|
|
|
(5,150
|
)
|
||||
(Loss) income from continuing operations available to Common Shares,
net of Noncontrolling Interests |
|
(227,020
|
)
|
|
45,049
|
|
|
(12,710
|
)
|
|
81,062
|
|
||||
Discontinued operations, net of Noncontrolling Interests
|
|
1,943,548
|
|
|
415,184
|
|
|
388,865
|
|
|
137,541
|
|
||||
Numerator for net income per share – basic
|
|
$
|
1,716,528
|
|
|
$
|
460,233
|
|
|
$
|
376,155
|
|
|
$
|
218,603
|
|
Numerator for net income per share – diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
|
|
$
|
62,103
|
|
|
|
|
$
|
92,181
|
|
||||
Net loss (income) attributable to Noncontrolling Interests – Partially
Owned Properties |
|
|
|
(457
|
)
|
|
|
|
312
|
|
||||||
Preferred distributions
|
|
|
|
(9,319
|
)
|
|
|
|
(2,386
|
)
|
||||||
Premium on redemption of Preferred Shares
|
|
|
|
(5,150
|
)
|
|
|
|
(5,150
|
)
|
||||||
(Loss) income from continuing operations available to Common Shares
|
|
|
|
47,177
|
|
|
|
|
84,957
|
|
||||||
Discontinued operations, net
|
|
|
|
434,702
|
|
|
|
|
144,142
|
|
||||||
Numerator for net income per share – diluted (1)
|
|
$
|
1,716,528
|
|
|
$
|
481,879
|
|
|
$
|
376,155
|
|
|
$
|
229,099
|
|
Denominator for net income per share – basic and diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Denominator for net income per share – basic
|
|
352,414
|
|
|
300,116
|
|
|
359,811
|
|
|
301,336
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
OP Units
|
|
|
|
|
13,816
|
|
|
|
|
|
14,177
|
|
||||
Long-term compensation shares/units
|
|
|
|
|
3,333
|
|
|
|
|
|
3,260
|
|
||||
Denominator for net income per share – diluted (1)
|
|
352,414
|
|
|
317,265
|
|
|
359,811
|
|
|
318,773
|
|
||||
Net income per share – basic
|
|
$
|
4.87
|
|
|
$
|
1.53
|
|
|
$
|
1.05
|
|
|
$
|
0.73
|
|
Net income per share – diluted
|
|
$
|
4.87
|
|
|
$
|
1.52
|
|
|
$
|
1.05
|
|
|
$
|
0.72
|
|
Net income per share – basic:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations available to Common Shares,
net of Noncontrolling Interests |
|
$
|
(0.644
|
)
|
|
$
|
0.150
|
|
|
$
|
(0.035
|
)
|
|
$
|
0.269
|
|
Discontinued operations, net of Noncontrolling Interests
|
|
5.515
|
|
|
1.384
|
|
|
1.080
|
|
|
0.456
|
|
||||
Net income per share – basic
|
|
$
|
4.871
|
|
|
$
|
1.534
|
|
|
$
|
1.045
|
|
|
$
|
0.725
|
|
Net income per share – diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations available to Common Shares
|
|
$
|
(0.644
|
)
|
|
$
|
0.149
|
|
|
$
|
(0.035
|
)
|
|
$
|
0.267
|
|
Discontinued operations, net
|
|
5.515
|
|
|
1.370
|
|
|
1.080
|
|
|
0.452
|
|
||||
Net income per share – diluted
|
|
$
|
4.871
|
|
|
$
|
1.519
|
|
|
$
|
1.045
|
|
|
$
|
0.719
|
|
(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 nine months and quarters ended
September 30, 2013
.
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator for net income per Unit – basic and diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
$
|
(234,414
|
)
|
|
$
|
62,103
|
|
|
$
|
(12,467
|
)
|
|
$
|
92,181
|
|
Net loss (income) attributable to Noncontrolling Interests – Partially
Owned Properties |
|
1,101
|
|
|
(457
|
)
|
|
311
|
|
|
312
|
|
||||
Allocation to Preference Units
|
|
(3,109
|
)
|
|
(9,319
|
)
|
|
(1,037
|
)
|
|
(2,386
|
)
|
||||
Allocation to premium on redemption of Preference Units
|
|
—
|
|
|
(5,150
|
)
|
|
—
|
|
|
(5,150
|
)
|
||||
(Loss) income from continuing operations available to Units
|
|
(236,422
|
)
|
|
47,177
|
|
|
(13,193
|
)
|
|
84,957
|
|
||||
Discontinued operations, net
|
|
2,023,897
|
|
|
434,702
|
|
|
404,184
|
|
|
144,142
|
|
||||
Numerator for net income per Unit – basic and diluted (1)
|
|
$
|
1,787,475
|
|
|
$
|
481,879
|
|
|
$
|
390,991
|
|
|
$
|
229,099
|
|
Denominator for net income per Unit – basic and diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
Denominator for net income per Unit – basic
|
|
366,150
|
|
|
313,932
|
|
|
373,547
|
|
|
315,513
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Dilution for Units issuable upon assumed exercise/vesting of the
Company's long-term compensation shares/units |
|
|
|
|
3,333
|
|
|
|
|
|
3,260
|
|
||||
Denominator for net income per Unit – diluted (1)
|
|
366,150
|
|
|
317,265
|
|
|
373,547
|
|
|
318,773
|
|
||||
Net income per Unit – basic
|
|
$
|
4.87
|
|
|
$
|
1.53
|
|
|
$
|
1.05
|
|
|
$
|
0.73
|
|
Net income per Unit – diluted
|
|
$
|
4.87
|
|
|
$
|
1.52
|
|
|
$
|
1.05
|
|
|
$
|
0.72
|
|
Net income per Unit – basic:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations available to Units
|
|
$
|
(0.644
|
)
|
|
$
|
0.150
|
|
|
$
|
(0.035
|
)
|
|
$
|
0.269
|
|
Discontinued operations, net
|
|
5.515
|
|
|
1.384
|
|
|
1.080
|
|
|
0.456
|
|
||||
Net income per Unit – basic
|
|
$
|
4.871
|
|
|
$
|
1.534
|
|
|
$
|
1.045
|
|
|
$
|
0.725
|
|
Net income per Unit – diluted (1):
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations available to Units
|
|
$
|
(0.644
|
)
|
|
$
|
0.149
|
|
|
$
|
(0.035
|
)
|
|
$
|
0.267
|
|
Discontinued operations, net
|
|
5.515
|
|
|
1.370
|
|
|
1.080
|
|
|
0.452
|
|
||||
Net income per Unit – diluted
|
|
$
|
4.871
|
|
|
$
|
1.519
|
|
|
$
|
1.045
|
|
|
$
|
0.719
|
|
(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 nine months and quarters ended
September 30, 2013
.
|
11.
|
Discontinued Operations
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
110,986
|
|
|
$
|
334,968
|
|
|
$
|
8,418
|
|
|
$
|
108,459
|
|
Total revenues
|
|
110,986
|
|
|
334,968
|
|
|
8,418
|
|
|
108,459
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
EXPENSES (1)
|
|
|
|
|
|
|
|
|
||||||||
Property and maintenance
|
|
33,181
|
|
|
79,482
|
|
|
3,272
|
|
|
25,608
|
|
||||
Real estate taxes and insurance
|
|
10,578
|
|
|
29,599
|
|
|
396
|
|
|
11,480
|
|
||||
Property management
|
|
1
|
|
|
211
|
|
|
—
|
|
|
70
|
|
||||
Depreciation
|
|
31,976
|
|
|
94,792
|
|
|
2,273
|
|
|
29,497
|
|
||||
General and administrative
|
|
76
|
|
|
87
|
|
|
3
|
|
|
44
|
|
||||
Total expenses
|
|
75,812
|
|
|
204,171
|
|
|
5,944
|
|
|
66,699
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operating income
|
|
35,174
|
|
|
130,797
|
|
|
2,474
|
|
|
41,760
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
|
156
|
|
|
81
|
|
|
65
|
|
|
34
|
|
||||
Other expenses
|
|
(3
|
)
|
|
(170
|
)
|
|
—
|
|
|
(23
|
)
|
||||
Interest (2):
|
|
|
|
|
|
|
|
|
||||||||
Expense incurred, net
|
|
(1,276
|
)
|
|
(3,357
|
)
|
|
(18
|
)
|
|
(995
|
)
|
||||
Amortization of deferred financing costs
|
|
(228
|
)
|
|
(119
|
)
|
|
—
|
|
|
(27
|
)
|
||||
Income and other tax (expense) benefit
|
|
(503
|
)
|
|
23
|
|
|
(40
|
)
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations
|
|
33,320
|
|
|
127,255
|
|
|
2,481
|
|
|
40,748
|
|
||||
Net gain on sales of discontinued operations
|
|
1,990,577
|
|
|
307,447
|
|
|
401,703
|
|
|
103,394
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations, net
|
|
$
|
2,023,897
|
|
|
$
|
434,702
|
|
|
$
|
404,184
|
|
|
$
|
144,142
|
|
(1)
|
Includes expenses paid in the current period for properties sold 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.
|
12.
|
Commitments and Contingencies
|
13.
|
Reportable Segments
|
|
|
Nine Months Ended September 30, 2013
|
||||||||||||||||||||||
|
|
Northeast
|
|
Northwest
|
|
Southeast
|
|
Southwest
|
|
Other (3)
|
|
Total
|
||||||||||||
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
$
|
555,391
|
|
|
$
|
303,680
|
|
|
$
|
175,039
|
|
|
$
|
295,216
|
|
|
$
|
—
|
|
|
$
|
1,329,326
|
|
Non-same store/other (2) (3)
|
|
263,745
|
|
|
99,689
|
|
|
1,785
|
|
|
51,492
|
|
|
3,337
|
|
|
420,048
|
|
||||||
Total rental income
|
|
819,136
|
|
|
403,369
|
|
|
176,824
|
|
|
346,708
|
|
|
3,337
|
|
|
1,749,374
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
198,068
|
|
|
101,982
|
|
|
66,013
|
|
|
96,446
|
|
|
—
|
|
|
462,509
|
|
||||||
Non-same store/other (2) (3)
|
|
86,820
|
|
|
34,352
|
|
|
696
|
|
|
21,656
|
|
|
9,341
|
|
|
152,865
|
|
||||||
Total operating expenses
|
|
284,888
|
|
|
136,334
|
|
|
66,709
|
|
|
118,102
|
|
|
9,341
|
|
|
615,374
|
|
||||||
NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
357,323
|
|
|
201,698
|
|
|
109,026
|
|
|
198,770
|
|
|
—
|
|
|
866,817
|
|
||||||
Non-same store/other (2) (3)
|
|
176,925
|
|
|
65,337
|
|
|
1,089
|
|
|
29,836
|
|
|
(6,004
|
)
|
|
267,183
|
|
||||||
Total NOI
|
|
$
|
534,248
|
|
|
$
|
267,035
|
|
|
$
|
110,115
|
|
|
$
|
228,606
|
|
|
$
|
(6,004
|
)
|
|
$
|
1,134,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$
|
11,499,130
|
|
|
$
|
4,540,404
|
|
|
$
|
1,513,074
|
|
|
$
|
3,578,742
|
|
|
$
|
2,680,081
|
|
|
$
|
23,811,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
$
|
39,331
|
|
|
$
|
23,793
|
|
|
$
|
13,270
|
|
|
$
|
15,360
|
|
|
$
|
5,112
|
|
|
$
|
96,866
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2012, less properties subsequently sold, which represented
81,099
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after January 1, 2012, plus any properties in lease-up and not stabilized as of January 1, 2012.
|
(3)
|
Other includes development and other corporate operations.
|
|
|
Nine Months Ended September 30, 2012
|
||||||||||||||||||||||
|
|
Northeast
|
|
Northwest
|
|
Southeast
|
|
Southwest
|
|
Other (3)
|
|
Total
|
||||||||||||
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
$
|
535,830
|
|
|
$
|
282,586
|
|
|
$
|
167,561
|
|
|
$
|
283,899
|
|
|
$
|
—
|
|
|
$
|
1,269,876
|
|
Non-same store/other (2) (3)
|
|
15,876
|
|
|
8,049
|
|
|
—
|
|
|
1,793
|
|
|
(163
|
)
|
|
25,555
|
|
||||||
Total rental income
|
|
551,706
|
|
|
290,635
|
|
|
167,561
|
|
|
285,692
|
|
|
(163
|
)
|
|
1,295,431
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
190,979
|
|
|
98,616
|
|
|
64,878
|
|
|
93,127
|
|
|
—
|
|
|
447,600
|
|
||||||
Non-same store/other (2) (3)
|
|
6,170
|
|
|
2,581
|
|
|
—
|
|
|
617
|
|
|
14,443
|
|
|
23,811
|
|
||||||
Total operating expenses
|
|
197,149
|
|
|
101,197
|
|
|
64,878
|
|
|
93,744
|
|
|
14,443
|
|
|
471,411
|
|
||||||
NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
344,851
|
|
|
183,970
|
|
|
102,683
|
|
|
190,772
|
|
|
—
|
|
|
822,276
|
|
||||||
Non-same store/other (2) (3)
|
|
9,706
|
|
|
5,468
|
|
|
—
|
|
|
1,176
|
|
|
(14,606
|
)
|
|
1,744
|
|
||||||
Total NOI
|
|
$
|
354,557
|
|
|
$
|
189,438
|
|
|
$
|
102,683
|
|
|
$
|
191,948
|
|
|
$
|
(14,606
|
)
|
|
$
|
824,020
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2012, less properties subsequently sold, which represented
81,099
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after January 1, 2012, plus any properties in lease-up and not stabilized as of January 1, 2012.
|
(3)
|
Other includes development and other corporate operations.
|
|
|
Quarter Ended September 30, 2013
|
||||||||||||||||||||||
|
|
Northeast
|
|
Northwest
|
|
Southeast
|
|
Southwest
|
|
Other (3)
|
|
Total
|
||||||||||||
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
$
|
196,089
|
|
|
$
|
107,340
|
|
|
$
|
59,170
|
|
|
$
|
101,008
|
|
|
$
|
—
|
|
|
$
|
463,607
|
|
Non-same store/other (2) (3)
|
|
101,001
|
|
|
38,862
|
|
|
768
|
|
|
21,470
|
|
|
1,172
|
|
|
163,273
|
|
||||||
Total rental income
|
|
297,090
|
|
|
146,202
|
|
|
59,938
|
|
|
122,478
|
|
|
1,172
|
|
|
626,880
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
68,044
|
|
|
35,784
|
|
|
22,619
|
|
|
32,855
|
|
|
—
|
|
|
159,302
|
|
||||||
Non-same store/other (2) (3)
|
|
34,191
|
|
|
13,296
|
|
|
289
|
|
|
8,801
|
|
|
(1,117
|
)
|
|
55,460
|
|
||||||
Total operating expenses
|
|
102,235
|
|
|
49,080
|
|
|
22,908
|
|
|
41,656
|
|
|
(1,117
|
)
|
|
214,762
|
|
||||||
NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
128,045
|
|
|
71,556
|
|
|
36,551
|
|
|
68,153
|
|
|
—
|
|
|
304,305
|
|
||||||
Non-same store/other (2) (3)
|
|
66,810
|
|
|
25,566
|
|
|
479
|
|
|
12,669
|
|
|
2,289
|
|
|
107,813
|
|
||||||
Total NOI
|
|
$
|
194,855
|
|
|
$
|
97,122
|
|
|
$
|
37,030
|
|
|
$
|
80,822
|
|
|
$
|
2,289
|
|
|
$
|
412,118
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to July 1, 2012, less properties subsequently sold, which represented
82,553
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after July 1, 2012, plus any properties in lease-up and not stabilized as of July 1, 2012.
|
(3)
|
Other includes development and other corporate operations.
|
|
|
Quarter Ended September 30, 2012
|
||||||||||||||||||||||
|
|
Northeast
|
|
Northwest
|
|
Southeast
|
|
Southwest
|
|
Other (3)
|
|
Total
|
||||||||||||
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
$
|
190,648
|
|
|
$
|
100,280
|
|
|
$
|
56,987
|
|
|
$
|
97,606
|
|
|
$
|
—
|
|
|
$
|
445,521
|
|
Non-same store/other (2) (3)
|
|
1,658
|
|
|
1,305
|
|
|
—
|
|
|
284
|
|
|
(121
|
)
|
|
3,126
|
|
||||||
Total rental income
|
|
192,306
|
|
|
101,585
|
|
|
56,987
|
|
|
97,890
|
|
|
(121
|
)
|
|
448,647
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
65,758
|
|
|
34,443
|
|
|
22,435
|
|
|
31,814
|
|
|
—
|
|
|
154,450
|
|
||||||
Non-same store/other (2) (3)
|
|
994
|
|
|
235
|
|
|
—
|
|
|
52
|
|
|
2,508
|
|
|
3,789
|
|
||||||
Total operating expenses
|
|
66,752
|
|
|
34,678
|
|
|
22,435
|
|
|
31,866
|
|
|
2,508
|
|
|
158,239
|
|
||||||
NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same store (1)
|
|
124,890
|
|
|
65,837
|
|
|
34,552
|
|
|
65,792
|
|
|
—
|
|
|
291,071
|
|
||||||
Non-same store/other (2) (3)
|
|
664
|
|
|
1,070
|
|
|
—
|
|
|
232
|
|
|
(2,629
|
)
|
|
(663
|
)
|
||||||
Total NOI
|
|
$
|
125,554
|
|
|
$
|
66,907
|
|
|
$
|
34,552
|
|
|
$
|
66,024
|
|
|
$
|
(2,629
|
)
|
|
$
|
290,408
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to July 1, 2012, less properties subsequently sold, which represented
82,553
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after July 1, 2012, plus any properties in lease-up and not stabilized as of July 1, 2012.
|
(3)
|
Other includes development and other corporate operations.
|
(a)
|
Northeast – New England (excluding Boston), Boston, New York and Washington DC.
|
(b)
|
Northwest – Denver, San Francisco, Seattle and Tacoma.
|
(c)
|
Southeast – Atlanta, Orlando and South Florida.
|
(d)
|
Southwest – Inland Empire, Los Angeles, Orange County, Phoenix and San Diego.
|
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Rental income
|
|
$
|
1,749,374
|
|
|
$
|
1,295,431
|
|
|
$
|
626,880
|
|
|
$
|
448,647
|
|
Property and maintenance expense
|
|
(333,202
|
)
|
|
(254,009
|
)
|
|
(119,632
|
)
|
|
(86,682
|
)
|
||||
Real estate taxes and insurance expense
|
|
(218,777
|
)
|
|
(154,633
|
)
|
|
(76,255
|
)
|
|
(53,064
|
)
|
||||
Property management expense
|
|
(63,395
|
)
|
|
(62,769
|
)
|
|
(18,875
|
)
|
|
(18,493
|
)
|
||||
Total operating expenses
|
|
(615,374
|
)
|
|
(471,411
|
)
|
|
(214,762
|
)
|
|
(158,239
|
)
|
||||
Net operating income
|
|
$
|
1,134,000
|
|
|
$
|
824,020
|
|
|
$
|
412,118
|
|
|
$
|
290,408
|
|
14.
|
Subsequent Events/Other
|
•
|
Obtained
$896.9 million
of new mortgage loan proceeds, inclusive of an
$800.0 million
secured loan from a large insurance company which matures on
November 10, 2023
, is interest only and carries a fixed interest rate of
4.21%
;
|
•
|
Repaid
$963.5 million
outstanding of
5.883%
mortgage debt assumed as part of the Archstone transaction prior to the
November 1, 2014
maturity date;
|
•
|
Repaid
$825.0 million
of
$1.27 billion
in mortgage debt assumed as part of the Archstone transaction, with the approximate
$440.0 million
balance remaining outstanding, continuing to mature in
November 2017
and continuing to carry a fixed interest rate of
6.256%
; and
|
•
|
Sold the remainder of its investment securities, receiving proceeds of approximately
$1.7 million
, and recorded a
$1.3 million
realized gain on sale.
|
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, increasing portions of single family housing stock being converted to rental use, 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 or the availability of mortgages requiring little or no down payment 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 home ownership costs;
|
▪
|
Strong economic growth leading to job growth and household formation, which in turn leads to high demand for our apartments;
|
▪
|
Urban core locations with an attractive quality of life and higher wage job categories leading to high resident demand and retention; and
|
▪
|
Favorable demographics contributing to a larger pool of target residents with a high propensity to rent apartments.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Portfolio Summary as of December 31, 2012
|
|
Portfolio Summary as of September 30, 2013
|
||||||||||||||||
|
|
|
% of
|
Average
|
|
|
|
% of
|
Average
|
||||||||||
|
|
Apartment
|
Stabilized
|
Rental
|
|
|
Apartment
|
Stabilized
|
Rental
|
||||||||||
Markets/Metro Areas
|
Properties
|
Units
|
NOI (1)
|
Rate (2)
|
|
Properties
|
Units
|
NOI (1)
|
Rate (2)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Core:
|
|
|
|
|
|
|
|
|
|
||||||||||
Washington DC
|
43
|
|
14,425
|
|
15.9
|
%
|
$
|
1,992
|
|
|
56
|
|
18,275
|
|
19.9
|
%
|
$
|
2,249
|
|
New York
|
30
|
|
8,047
|
|
13.9
|
%
|
3,433
|
|
|
38
|
|
10,330
|
|
17.3
|
%
|
3,720
|
|
||
San Francisco
|
40
|
|
9,094
|
|
8.6
|
%
|
1,902
|
|
|
50
|
|
12,766
|
|
12.0
|
%
|
2,170
|
|
||
Los Angeles
|
48
|
|
9,815
|
|
9.9
|
%
|
1,879
|
|
|
57
|
|
11,960
|
|
11.5
|
%
|
2,071
|
|
||
Boston
|
26
|
|
5,832
|
|
8.2
|
%
|
2,560
|
|
|
34
|
|
7,816
|
|
10.5
|
%
|
2,780
|
|
||
South Florida
|
36
|
|
12,253
|
|
9.0
|
%
|
1,463
|
|
|
34
|
|
11,334
|
|
7.2
|
%
|
1,543
|
|
||
Seattle
|
38
|
|
7,563
|
|
6.4
|
%
|
1,627
|
|
|
38
|
|
7,734
|
|
6.0
|
%
|
1,741
|
|
||
Denver
|
24
|
|
8,144
|
|
5.5
|
%
|
1,226
|
|
|
19
|
|
6,935
|
|
4.2
|
%
|
1,309
|
|
||
San Diego
|
14
|
|
4,963
|
|
5.0
|
%
|
1,851
|
|
|
13
|
|
3,505
|
|
3.2
|
%
|
1,943
|
|
||
Orange County, CA
|
11
|
|
3,490
|
|
3.3
|
%
|
1,660
|
|
|
11
|
|
3,490
|
|
2.9
|
%
|
1,710
|
|
||
Subtotal – Core
|
310
|
|
83,626
|
|
85.7
|
%
|
1,941
|
|
|
350
|
|
94,145
|
|
94.7
|
%
|
2,195
|
|
||
Non-Core:
|
|
|
|
|
|
|
|
|
|
||||||||||
Inland Empire, CA
|
10
|
|
3,081
|
|
2.4
|
%
|
1,491
|
|
|
10
|
|
3,081
|
|
2.1
|
%
|
1,498
|
|
||
Orlando
|
21
|
|
6,413
|
|
3.5
|
%
|
1,086
|
|
|
10
|
|
3,383
|
|
1.7
|
%
|
1,131
|
|
||
New England (excluding Boston)
|
14
|
|
2,611
|
|
1.3
|
%
|
1,174
|
|
|
11
|
|
1,965
|
|
0.9
|
%
|
1,233
|
|
||
Phoenix
|
25
|
|
7,400
|
|
3.4
|
%
|
946
|
|
|
3
|
|
872
|
|
0.2
|
%
|
898
|
|
||
Atlanta
|
12
|
|
3,616
|
|
2.0
|
%
|
1,157
|
|
|
2
|
|
666
|
|
0.2
|
%
|
1,339
|
|
||
Tacoma, WA
|
3
|
|
1,467
|
|
0.6
|
%
|
951
|
|
|
1
|
|
522
|
|
0.2
|
%
|
1,016
|
|
||
Jacksonville
|
6
|
|
2,117
|
|
1.1
|
%
|
1,005
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Subtotal – Non-Core
|
91
|
|
26,705
|
|
14.3
|
%
|
1,099
|
|
|
37
|
|
10,489
|
|
5.3
|
%
|
1,247
|
|
||
Total
|
401
|
|
110,331
|
|
100.0
|
%
|
1,737
|
|
|
387
|
|
104,634
|
|
100.0
|
%
|
2,099
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Military Housing
|
2
|
|
5,039
|
|
—
|
|
—
|
|
|
2
|
|
5,161
|
|
—
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Grand Total
|
403
|
|
115,370
|
|
100.0
|
%
|
$
|
1,737
|
|
|
389
|
|
109,795
|
|
100.0
|
%
|
$
|
2,099
|
|
(1)
|
% of Stabilized NOI includes budgeted 2013 NOI for stabilized properties, budgeted year one (March 2013 to February 2014) NOI for the Archstone properties and projected annual NOI at stabilization (defined as having achieved 90% occupancy for three consecutive months) for properties that are in lease-up.
|
(2)
|
Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the last month of the period presented.
|
▪
|
Acquired $8.5 billion of apartment properties consisting of 73 consolidated properties and 20,914 apartment units (inclusive of eight long-term ground leases) at a weighted average cap rate (see definition below) of
4.9%
and 14 consolidated land parcels for $256.4 million, all of which we deem to be in our strategic targeted markets;
|
▪
|
Acquired three consolidated master-leased properties consisting of 853 apartment units (inclusive of one long-term ground lease) for $251.8 million at a weighted average cap rate of 5.6%;
|
▪
|
Acquired two consolidated uncompleted developments for $36.6 million;
|
▪
|
Acquired one unconsolidated apartment property consisting of 336 apartment units for $5.1 million at a weighted average cap rate of 5.8% and one unconsolidated land parcel for $6.6 million;
|
▪
|
Acquired two unconsolidated uncompleted developments for $14.9 million;
|
▪
|
Sold
$4.4 billion
of consolidated apartment properties consisting of
92
properties and
28,328
apartment units at a weighted average cap rate of
6.0%
generating an unlevered internal rate of return (IRR), inclusive of management costs, of 10.0% (excluding the sale of three Archstone assets), the majority of which were in exit or less desirable markets;
|
▪
|
Sold six consolidated land parcels and one consolidated commercial building for $108.4 million; and
|
▪
|
Sold one unconsolidated land parcel for $26.4 million (sales price is the gross sales price and EQR's share of the net sales proceeds approximated 25%).
|
|
Nine Months Ended
|
|
Quarter Ended
|
||||||
|
September 30, 2013
|
|
September 30, 2013
|
||||||
|
Properties
|
Apartment
Units
|
|
Properties
|
Apartment
Units
|
||||
Same Store Properties at Beginning of Period
|
359
|
|
98,577
|
|
|
310
|
|
85,509
|
|
|
|
|
|
|
|
||||
2011 acquisitions
|
21
|
|
6,198
|
|
|
—
|
|
—
|
|
2011 acquisitions not stabilized
|
(1
|
)
|
(95
|
)
|
|
—
|
|
—
|
|
2012 acquisitions
|
—
|
|
—
|
|
|
2
|
|
812
|
|
2013 dispositions
|
(92
|
)
|
(28,328
|
)
|
|
(10
|
)
|
(4,131
|
)
|
2013 dispositions not yet included in same store (1)
|
5
|
|
1,896
|
|
|
1
|
|
264
|
|
Lease-up properties stabilized
|
6
|
|
2,829
|
|
|
1
|
|
95
|
|
Other
|
—
|
|
22
|
|
|
—
|
|
4
|
|
|
|
|
|
|
|
||||
Same Store Properties at September 30, 2013
|
298
|
|
81,099
|
|
|
304
|
|
82,553
|
|
|
Nine Months Ended
|
|
Quarter Ended
|
||||||
|
September 30, 2013
|
|
September 30, 2013
|
||||||
|
Properties
|
Apartment
Units
|
|
Properties
|
Apartment
Units
|
||||
Same Store Properties at September 30, 2013
|
298
|
|
81,099
|
|
|
304
|
|
82,553
|
|
|
|
|
|
|
|
||||
Non-Same Store:
|
|
|
|
|
|
||||
2013 acquisitions
|
77
|
|
22,103
|
|
|
77
|
|
22,103
|
|
2012 acquisitions
|
9
|
|
1,896
|
|
|
4
|
|
540
|
|
2013 dispositions not yet included in same store (1)
|
(3
|
)
|
(1,536
|
)
|
|
(3
|
)
|
(1,536
|
)
|
Lease-up properties not yet stabilized (2)
|
5
|
|
1,063
|
|
|
4
|
|
968
|
|
Other
|
1
|
|
9
|
|
|
1
|
|
6
|
|
Total Non-Same Store
|
89
|
|
23,535
|
|
|
83
|
|
22,081
|
|
Military Housing (not consolidated)
|
2
|
|
5,161
|
|
|
2
|
|
5,161
|
|
|
|
|
|
|
|
||||
Total Properties and Apartment Units at September 30, 2013
|
389
|
|
109,795
|
|
|
389
|
|
109,795
|
|
(1)
|
Includes three properties containing 1,536 apartment units acquired on February 27, 2013 in conjunction with the Archstone Acquisition that were subsequently sold in 2013 and two properties containing 360 apartment units in lease-up that were sold in 2013.
|
(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.
|
September YTD 2013 vs. September YTD 2012
|
||||||||||||||||||
Same Store Operating Expenses for 81,099 Same Store Apartment Units
|
||||||||||||||||||
$ in thousands
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Actual
YTD 2013 |
|
Actual
YTD 2012 |
|
$
Change |
|
%
Change |
|
% of Actual
YTD 2013 Operating Expenses |
||||||||
Real estate taxes
|
|
$
|
150,852
|
|
|
$
|
140,089
|
|
|
$
|
10,763
|
|
|
7.7
|
%
|
|
32.6
|
%
|
On-site payroll (1)
|
|
99,109
|
|
|
97,775
|
|
|
1,334
|
|
|
1.4
|
%
|
|
21.4
|
%
|
|||
Utilities (2)
|
|
69,474
|
|
|
66,885
|
|
|
2,589
|
|
|
3.9
|
%
|
|
15.0
|
%
|
|||
Repairs and maintenance (3)
|
|
63,099
|
|
|
60,332
|
|
|
2,767
|
|
|
4.6
|
%
|
|
13.7
|
%
|
|||
Property management costs (4)
|
|
44,532
|
|
|
47,620
|
|
|
(3,088
|
)
|
|
(6.5
|
%)
|
|
9.6
|
%
|
|||
Insurance
|
|
14,779
|
|
|
13,904
|
|
|
875
|
|
|
6.3
|
%
|
|
3.2
|
%
|
|||
Leasing and advertising
|
|
7,150
|
|
|
6,952
|
|
|
198
|
|
|
2.8
|
%
|
|
1.6
|
%
|
|||
Other on-site operating expenses (5)
|
|
13,514
|
|
|
14,043
|
|
|
(529
|
)
|
|
(3.8
|
%)
|
|
2.9
|
%
|
|||
Same store operating expenses
|
|
$
|
462,509
|
|
|
$
|
447,600
|
|
|
$
|
14,909
|
|
|
3.3
|
%
|
|
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 ground lease costs and administrative costs such as office supplies, telephone and data charges and association and business licensing fees.
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(Amounts in thousands)
|
||||||
Operating income
|
|
$
|
291,521
|
|
|
$
|
368,443
|
|
Adjustments:
|
|
|
|
|
||||
Non-same store operating results
|
|
(267,183
|
)
|
|
(1,744
|
)
|
||
Fee and asset management revenue
|
|
(7,399
|
)
|
|
(7,328
|
)
|
||
Fee and asset management expense
|
|
4,739
|
|
|
3,595
|
|
||
Depreciation
|
|
798,121
|
|
|
422,148
|
|
||
General and administrative
|
|
47,018
|
|
|
37,162
|
|
||
Same store NOI
|
|
$
|
866,817
|
|
|
$
|
822,276
|
|
▪
|
Development and other miscellaneous properties in lease-up of $4.5 million;
|
▪
|
Operating properties acquired in
2013
as part of the Archstone transaction of $239.4 million;
|
▪
|
Other properties acquired in
2012
and 2013 of $21.6 million;
|
▪
|
Newly stabilized development and other miscellaneous properties of $4.3 million; and
|
▪
|
Partially offset by an allocation of property management costs not included in same store results and operating activities from other miscellaneous operations.
|
Third Quarter 2013 vs. Third Quarter 2012
|
||||||||||||||||||
Same Store Operating Expenses for 82,553 Same Store Apartment Units
|
||||||||||||||||||
$ in thousands
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Actual
Q3 2013 |
|
Actual
Q3 2012 |
|
$
Change |
|
%
Change |
|
% of Actual
Q3 2013 Operating Expenses |
||||||||
Real estate taxes
|
|
$
|
51,834
|
|
|
$
|
47,551
|
|
|
$
|
4,283
|
|
|
9.0
|
%
|
|
32.5
|
%
|
On-site payroll (1)
|
|
34,266
|
|
|
33,351
|
|
|
915
|
|
|
2.7
|
%
|
|
21.5
|
%
|
|||
Utilities (2)
|
|
23,658
|
|
|
23,058
|
|
|
600
|
|
|
2.6
|
%
|
|
14.9
|
%
|
|||
Repairs and maintenance (3)
|
|
22,595
|
|
|
21,976
|
|
|
619
|
|
|
2.8
|
%
|
|
14.2
|
%
|
|||
Property management costs (4)
|
|
15,067
|
|
|
16,707
|
|
|
(1,640
|
)
|
|
(9.8
|
%)
|
|
9.5
|
%
|
|||
Insurance
|
|
5,012
|
|
|
4,717
|
|
|
295
|
|
|
6.3
|
%
|
|
3.1
|
%
|
|||
Leasing and advertising
|
|
2,462
|
|
|
2,536
|
|
|
(74
|
)
|
|
(2.9
|
%)
|
|
1.5
|
%
|
|||
Other on-site operating expenses (5)
|
|
4,408
|
|
|
4,554
|
|
|
(146
|
)
|
|
(3.2
|
%)
|
|
2.8
|
%
|
|||
Same store operating expenses
|
|
$
|
159,302
|
|
|
$
|
154,450
|
|
|
$
|
4,852
|
|
|
3.1
|
%
|
|
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 ground lease costs and administrative costs such as office supplies, telephone and data charges and association and business licensing fees.
|
|
|
Quarter Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(Amounts in thousands)
|
||||||
Operating income
|
|
$
|
121,394
|
|
|
$
|
142,932
|
|
Adjustments:
|
|
|
|
|
||||
Non-same store operating results
|
|
(107,813
|
)
|
|
663
|
|
||
Fee and asset management revenue
|
|
(2,566
|
)
|
|
(3,052
|
)
|
||
Fee and asset management expense
|
|
1,516
|
|
|
1,108
|
|
||
Depreciation
|
|
277,336
|
|
|
139,337
|
|
||
General and administrative
|
|
14,438
|
|
|
10,083
|
|
||
Same store NOI
|
|
$
|
304,305
|
|
|
$
|
291,071
|
|
▪
|
Development and other miscellaneous properties in lease-up of $2.1 million;
|
▪
|
Operating properties acquired in
2013
as part of the Archstone transaction of $102.6 million;
|
▪
|
Other properties acquired in
2012
and 2013 of $3.2 million;
|
▪
|
Newly stabilized development and other miscellaneous properties of $0.7 million; and
|
▪
|
Partially offset by an allocation of property management costs not included in same store results and operating activities from other miscellaneous operations.
|
▪
|
Disposed of
92
consolidated properties, one commercial building and six land parcels, receiving net proceeds of approximately $4.4 billion;
|
▪
|
Disposed of one unconsolidated land parcel and a portion of the Company's unconsolidated interest in German residential real estate, receiving net proceeds of $25.5 million;
|
▪
|
Obtained $750.0 million of proceeds from its senior unsecured delayed draw term loan facility that was drawn upon in connection with the Archstone Acquisition;
|
▪
|
Issued
$500.0 million
of ten-year
3.00%
fixed rate public notes, receiving net proceeds of
$495.6 million
before underwriting fees and other expenses, at an all-in effective interest rate of
3.998%
; and
|
▪
|
Issued approximately
0.6 million
Common Shares and received net proceeds of $19.0 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).
|
▪
|
Acquire the Archstone Portfolio for approximately $4.0 billion in cash (see Note 4 for details of the transaction);
|
▪
|
Acquire one additional rental property and one additional land parcel for approximately $108.3 million;
|
▪
|
Invest
$257.0 million
primarily in development projects; and
|
▪
|
Repay
$711.3 million
of mortgage loans and $400.0 million of unsecured notes.
|
Debt Summary as of September 30, 2013
|
|||||||||||||
(Amounts in thousands)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||
|
|
Amounts (1)
|
|
% of Total
|
|
Weighted
Average Rates (1) |
|
Weighted
Average Maturities (years) |
|||||
Secured
|
|
$
|
6,230,675
|
|
|
53.2
|
%
|
|
4.25
|
%
|
|
6.6
|
|
Unsecured
|
|
5,476,522
|
|
|
46.8
|
%
|
|
4.93
|
%
|
|
4.8
|
|
|
Total
|
|
$
|
11,707,197
|
|
|
100.0
|
%
|
|
4.58
|
%
|
|
5.7
|
|
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
Secured – Conventional
|
|
$
|
5,547,506
|
|
|
47.4
|
%
|
|
4.67
|
%
|
|
5.0
|
|
Unsecured – Public/Private
|
|
4,726,522
|
|
|
40.4
|
%
|
|
5.57
|
%
|
|
5.3
|
|
|
Fixed Rate Debt
|
|
10,274,028
|
|
|
87.8
|
%
|
|
5.09
|
%
|
|
5.2
|
|
|
Floating Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
Secured – Conventional
|
|
57,133
|
|
|
0.5
|
%
|
|
2.33
|
%
|
|
1.0
|
|
|
Secured – Tax Exempt
|
|
626,036
|
|
|
5.3
|
%
|
|
0.60
|
%
|
|
19.4
|
|
|
Unsecured – Public/Private
|
|
750,000
|
|
|
6.4
|
%
|
|
1.66
|
%
|
|
1.3
|
|
|
Unsecured – Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
1.28
|
%
|
|
4.5
|
|
|
Floating Rate Debt
|
|
1,433,169
|
|
|
12.2
|
%
|
|
1.23
|
%
|
|
9.4
|
|
|
Total
|
|
$
|
11,707,197
|
|
|
100.0
|
%
|
|
4.58
|
%
|
|
5.7
|
|
(1)
|
Net of the effect of any derivative instruments. Weighted average rates are for the nine months ended
September 30, 2013
.
|
Debt Maturity Schedule as of September 30, 2013
|
|||||||||||||||||||||
(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) |
|||||||||
2013
|
|
$
|
3,004
|
|
|
$
|
131
|
|
|
$
|
3,135
|
|
|
0.0
|
%
|
|
5.41
|
%
|
|
5.32
|
%
|
2014
|
|
1,517,991
|
|
(2)
|
49,017
|
|
|
1,567,008
|
|
|
13.4
|
%
|
|
5.67
|
%
|
|
5.57
|
%
|
|||
2015
|
|
420,449
|
|
|
750,000
|
|
(3)
|
1,170,449
|
|
|
10.0
|
%
|
|
6.28
|
%
|
|
3.12
|
%
|
|||
2016
|
|
1,193,251
|
|
|
—
|
|
|
1,193,251
|
|
|
10.2
|
%
|
|
5.34
|
%
|
|
5.34
|
%
|
|||
2017
|
|
2,171,735
|
|
(4)
|
456
|
|
|
2,172,191
|
|
|
18.6
|
%
|
|
6.20
|
%
|
|
6.20
|
%
|
|||
2018
|
|
84,355
|
|
|
724
|
|
|
85,079
|
|
|
0.7
|
%
|
|
5.61
|
%
|
|
5.61
|
%
|
|||
2019
|
|
806,634
|
|
|
20,766
|
|
|
827,400
|
|
|
7.1
|
%
|
|
5.48
|
%
|
|
5.35
|
%
|
|||
2020
|
|
1,678,601
|
|
|
809
|
|
|
1,679,410
|
|
|
14.3
|
%
|
|
5.49
|
%
|
|
5.49
|
%
|
|||
2021
|
|
1,195,243
|
|
|
856
|
|
|
1,196,099
|
|
|
10.2
|
%
|
|
4.63
|
%
|
|
4.64
|
%
|
|||
2022
|
|
228,933
|
|
|
905
|
|
|
229,838
|
|
|
2.0
|
%
|
|
3.17
|
%
|
|
3.18
|
%
|
|||
2023+
|
|
800,999
|
|
|
675,944
|
|
|
1,476,943
|
|
|
12.6
|
%
|
|
4.22
|
%
|
|
2.50
|
%
|
|||
Premium/(Discount)
|
|
172,833
|
|
|
(66,439
|
)
|
|
106,394
|
|
|
0.9
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Total
|
|
$
|
10,274,028
|
|
|
$
|
1,433,169
|
|
|
$
|
11,707,197
|
|
|
100.0
|
%
|
|
5.43
|
%
|
|
4.86
|
%
|
(1)
|
Net of the effect of any derivative instruments. Weighted average rates are as of September 30, 2013.
|
(2)
|
On October 1, 2013, the Company paid off the $963.5 million outstanding of 5.883% mortgage debt assumed as a part of the Archstone transaction, prior to the November 1, 2014 maturity date. Following this payoff, remaining debt maturing in 2014 totals $603.5 million.
|
(3)
|
Includes the Company's senior unsecured $750.0 million delayed draw term loan facility that matures on January 11, 2015 and is subject to a one-year extension option exercisable by the Company.
|
(4)
|
Includes $1.27 billion in Archstone mortgage notes payable of which $825.0 million was paid off on October 31, 2013. The approximately $440.0 million balance remains outstanding and continues to mature in November 2017. The remaining debt maturing in 2017 totals $1.3 billion.
|
Unsecured Debt Summary as of September 30, 2013
|
||||||||||||||||||
(Amounts in thousands)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Coupon
Rate |
|
Due
Date |
|
|
|
Face
Amount |
|
Unamortized
Premium/ (Discount) |
|
Net
Balance |
||||||
Fixed Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
5.250%
|
|
09/15/14
|
|
|
|
$
|
500,000
|
|
|
$
|
(59
|
)
|
|
$
|
499,941
|
|
|
|
6.584%
|
|
04/13/15
|
|
|
|
300,000
|
|
|
(165
|
)
|
|
299,835
|
|
|||
|
|
5.125%
|
|
03/15/16
|
|
|
|
500,000
|
|
|
(130
|
)
|
|
499,870
|
|
|||
|
|
5.375%
|
|
08/01/16
|
|
|
|
400,000
|
|
|
(526
|
)
|
|
399,474
|
|
|||
|
|
5.750%
|
|
06/15/17
|
|
|
|
650,000
|
|
|
(1,907
|
)
|
|
648,093
|
|
|||
|
|
7.125%
|
|
10/15/17
|
|
|
|
150,000
|
|
|
(262
|
)
|
|
149,738
|
|
|||
|
|
4.750%
|
|
07/15/20
|
|
|
|
600,000
|
|
|
(3,090
|
)
|
|
596,910
|
|
|||
|
|
4.625%
|
|
12/15/21
|
|
|
|
1,000,000
|
|
|
(3,112
|
)
|
|
996,888
|
|
|||
|
|
3.000%
|
|
04/15/23
|
|
|
|
500,000
|
|
|
(4,227
|
)
|
|
495,773
|
|
|||
|
|
7.570%
|
|
08/15/26
|
|
|
|
140,000
|
|
|
—
|
|
|
140,000
|
|
|||
|
|
|
|
|
|
|
|
4,740,000
|
|
|
(13,478
|
)
|
|
4,726,522
|
|
|||
Floating Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Delayed Draw Term Loan Facility
|
|
LIBOR+1.20%
|
|
01/11/15
|
|
(1)(2)
|
|
750,000
|
|
|
—
|
|
|
750,000
|
|
|||
|
|
|
|
|
|
|
|
750,000
|
|
|
—
|
|
|
750,000
|
|
|||
Revolving Credit Facility:
|
|
LIBOR+1.05%
|
|
04/01/18
|
|
(1)(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Unsecured Debt
|
|
|
|
|
|
|
|
$
|
5,490,000
|
|
|
$
|
(13,478
|
)
|
|
$
|
5,476,522
|
|
(1)
|
Facilities are private. All other unsecured debt is public.
|
(2)
|
On January 11, 2013, the Company entered into a senior unsecured $750.0 million delayed draw term loan facility which was fully drawn on February 27, 2013 in connection with the Archstone Acquisition. The maturity date of January 11, 2015 is subject to a one-year extension option exercisable by the Company. The interest rate on advances under the term loan facility will generally be LIBOR plus a spread (currently 1.20%), which is dependent on the credit rating of the Company's long-term debt.
|
(3)
|
On January 11, 2013, the Company replaced its existing $1.75 billion facility with a $2.5 billion unsecured revolving credit facility maturing April 1, 2018. The interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 1.05%) and an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company's long-term debt. As of September 30, 2013, there was approximately $2.47 billion available on the Company's unsecured revolving credit facility.
|
Equity Residential
|
|||||||||||||||||
Capital Structure as of September 30, 2013
|
|||||||||||||||||
(Amounts in thousands except for share/unit and per share amounts)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Secured Debt
|
|
|
|
|
|
$
|
6,230,675
|
|
|
53.2
|
%
|
|
|
||||
Unsecured Debt
|
|
|
|
|
|
5,476,522
|
|
|
46.8
|
%
|
|
|
|||||
Total Debt
|
|
|
|
|
|
11,707,197
|
|
|
100.0
|
%
|
|
36.8
|
%
|
||||
Common Shares (includes Restricted Shares)
|
|
360,395,959
|
|
|
96.2
|
%
|
|
|
|
|
|
|
|||||
Units (includes OP Units and LTIP Units)
|
|
14,200,376
|
|
|
3.8
|
%
|
|
|
|
|
|
|
|||||
Total Shares and Units
|
|
374,596,335
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|||||
Common Share Price at September 30, 2013
|
|
$
|
53.57
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
20,067,126
|
|
|
99.8
|
%
|
|
|
|||||
Perpetual Preferred Equity (see below)
|
|
|
|
|
|
50,000
|
|
|
0.2
|
%
|
|
|
|||||
Total Equity
|
|
|
|
|
|
20,117,126
|
|
|
100.0
|
%
|
|
63.2
|
%
|
||||
Total Market Capitalization
|
|
|
|
|
|
$
|
31,824,323
|
|
|
|
|
100.0
|
%
|
Equity Residential
|
|||||||||||||||||
Perpetual Preferred Equity as of September 30, 2013
|
|||||||||||||||||
(Amounts in thousands except for share and per share amounts)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Series
|
|
Redemption
Date |
|
Outstanding
Shares |
|
Liquidation
Value |
|
Annual
Dividend Per Share |
|
Annual
Dividend Amount |
|||||||
Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|||||||
8.29% Series K
|
|
12/10/26
|
|
1,000,000
|
|
|
$
|
50,000
|
|
|
$
|
4.145
|
|
|
$
|
4,145
|
|
Total Perpetual Preferred Equity
|
|
|
|
1,000,000
|
|
|
$
|
50,000
|
|
|
|
|
$
|
4,145
|
|
ERP Operating Limited Partnership
|
||||||||||||||
Capital Structure as of September 30, 2013
|
||||||||||||||
(Amounts in thousands except for unit and per unit amounts)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||
Secured Debt
|
|
|
|
$
|
6,230,675
|
|
|
53.2
|
%
|
|
|
|||
Unsecured Debt
|
|
|
|
5,476,522
|
|
|
46.8
|
%
|
|
|
||||
Total Debt
|
|
|
|
11,707,197
|
|
|
100.0
|
%
|
|
36.8
|
%
|
|||
Total outstanding Units
|
|
374,596,335
|
|
|
|
|
|
|
|
|||||
Common Share Price at September 30, 2013
|
|
$
|
53.57
|
|
|
|
|
|
|
|
||||
|
|
|
|
20,067,126
|
|
|
99.8
|
%
|
|
|
||||
Perpetual Preference Units (see below)
|
|
|
|
50,000
|
|
|
0.2
|
%
|
|
|
||||
Total Equity
|
|
|
|
20,117,126
|
|
|
100.0
|
%
|
|
63.2
|
%
|
|||
Total Market Capitalization
|
|
|
|
$
|
31,824,323
|
|
|
|
|
100.0
|
%
|
ERP Operating Limited Partnership
|
|||||||||||||||||
Perpetual Preference Units as of September 30, 2013
|
|||||||||||||||||
(Amounts in thousands except for unit and per unit amounts)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Series
|
|
Redemption
Date |
|
Outstanding
Units |
|
Liquidation
Value |
|
Annual
Dividend Per Unit |
|
Annual
Dividend Amount |
|||||||
Preference Units:
|
|
|
|
|
|
|
|
|
|
|
|||||||
8.29% Series K
|
|
12/10/26
|
|
1,000,000
|
|
|
$
|
50,000
|
|
|
$
|
4.145
|
|
|
$
|
4,145
|
|
Total Perpetual Preference Units
|
|
|
|
1,000,000
|
|
|
$
|
50,000
|
|
|
|
|
$
|
4,145
|
|
|
|
September 30, 2013
|
|
December 31, 2012
|
Total Debt to Adjusted Total Assets (not to exceed 60%)
|
|
42.2%
|
|
38.6%
|
Secured Debt to Adjusted Total Assets (not to exceed 40%)
|
|
22.4%
|
|
17.6%
|
Consolidated Income Available for Debt Service to
|
|
|
|
|
Maximum Annual Service Charges
|
|
|
|
|
(must be at least 1.5 to 1)
|
|
2.65
|
|
3.00
|
Total Unsecured Assets to Unsecured Debt
|
|
|
|
|
(must be at least 150%)
|
|
324.6%
|
|
346.3%
|
▪
|
Replacements
(inside the apartment unit)
. These include:
|
▪
|
flooring such as carpets, hardwood, vinyl 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.
|
▪
|
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 Nine Months Ended September 30, 2013
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
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)
|
|
81,099
|
|
|
$
|
36,029
|
|
|
$
|
444
|
|
|
$
|
34,737
|
|
|
$
|
429
|
|
|
$
|
70,766
|
|
|
$
|
873
|
|
Non-Same Store Properties (4)
|
|
22,698
|
|
|
11,230
|
|
|
610
|
|
|
9,758
|
|
|
530
|
|
|
20,988
|
|
|
1,140
|
|
||||||
Other (5)
|
|
—
|
|
|
2,899
|
|
|
|
|
2,213
|
|
|
|
|
5,112
|
|
|
|
|||||||||
Total
|
|
103,797
|
|
|
$
|
50,158
|
|
|
|
|
$
|
46,708
|
|
|
|
|
$
|
96,866
|
|
|
|
(1)
|
Total Apartment Units – Excludes
837
unconsolidated apartment units and
5,161
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 $15.2 million spent during the nine months ended September 30, 2013 on apartment unit renovations/rehabs (primarily kitchens and baths) on 2,046 apartment units (equating to about $7,400 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, 2012, less properties subsequently sold.
|
(4)
|
Non-Same Store Properties – Primarily includes all properties acquired during 2012 and 2013, plus any properties in lease-up and not stabilized as of January 1, 2012. Per apartment unit amounts are based on a weighted average of 18,413 apartment units. Includes approximately seven months of activity for the Archstone properties.
|
(5)
|
Other – Primarily includes expenditures for properties sold during the period.
|
•
|
Nexus Sawgrass – This development project was substantially completed as of September 30, 2013. Total project costs are expected to be approximately $78.2 million and construction is being predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of
$48.7 million
and a current unconsolidated outstanding balance of
$45.2 million
; the loan bears interest at
5.60%
and matures
January 1, 2021
.
|
•
|
Domain – This project is currently under development. Total project costs are expected to be approximately $154.6 million and construction is being predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of
$98.6 million
and a current unconsolidated outstanding balance of
$82.2 million
; the loan bears interest at
5.75%
and matures
January 1, 2022
.
|
Payments Due by Year (in thousands)
|
||||||||||||||||||||||||||||||||
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contractual Obligations
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Principal (a)
|
|
$
|
3,135
|
|
|
$
|
1,567,008
|
|
|
$
|
1,170,449
|
|
|
$
|
1,193,251
|
|
|
$
|
2,172,191
|
|
|
$
|
85,079
|
|
|
$
|
5,516,084
|
|
|
$
|
11,707,197
|
|
Interest (b)
|
|
138,980
|
|
|
533,680
|
|
|
447,883
|
|
|
398,298
|
|
|
339,227
|
|
|
259,443
|
|
|
690,966
|
|
|
2,808,477
|
|
||||||||
Operating Leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Minimum Rent Payments (c)
|
|
3,578
|
|
|
14,088
|
|
|
14,666
|
|
|
14,734
|
|
|
14,507
|
|
|
10,771
|
|
|
851,009
|
|
|
923,353
|
|
||||||||
Other Long-Term Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deferred Compensation (d)
|
|
180
|
|
|
1,378
|
|
|
1,705
|
|
|
1,705
|
|
|
1,705
|
|
|
1,705
|
|
|
5,596
|
|
|
13,974
|
|
||||||||
Total
|
|
$
|
145,873
|
|
|
$
|
2,116,154
|
|
|
$
|
1,634,703
|
|
|
$
|
1,607,988
|
|
|
$
|
2,527,630
|
|
|
$
|
356,998
|
|
|
$
|
7,063,655
|
|
|
$
|
15,453,001
|
|
(a)
|
Amounts include aggregate principal payments only.
|
(b)
|
Amounts include interest expected to be incurred on the Company’s secured and unsecured debt based on obligations outstanding at
September 30, 2013
and inclusive of capitalized interest. For floating rate debt, the current rate in effect for the most recent payment through
September 30, 2013
is assumed to be in effect through the respective maturity date of each instrument.
|
(c)
|
Minimum basic rent due for various office space the Company leases and fixed base rent due on ground leases for 14 properties/parcels.
|
(d)
|
Estimated payments to the Company's Chairman, Vice Chairman and one former CEO based on actual and planned retirement dates.
|
Funds From Operations and Normalized Funds From Operations
|
||||||||||||||||
(Amounts in thousands)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Nine Months Ended September 30,
|
|
Quarter Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income
|
|
$
|
1,789,483
|
|
|
$
|
496,805
|
|
|
$
|
391,717
|
|
|
$
|
236,323
|
|
Net loss (income) attributable to Noncontrolling Interests – Partially
Owned Properties
|
|
1,101
|
|
|
(457
|
)
|
|
311
|
|
|
312
|
|
||||
Preferred/preference distributions
|
|
(3,109
|
)
|
|
(9,319
|
)
|
|
(1,037
|
)
|
|
(2,386
|
)
|
||||
Premium on redemption of Preferred Shares/Preference Units
|
|
—
|
|
|
(5,150
|
)
|
|
—
|
|
|
(5,150
|
)
|
||||
Net income available to Common Shares and Units / Units
|
|
1,787,475
|
|
|
481,879
|
|
|
390,991
|
|
|
229,099
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
798,121
|
|
|
422,148
|
|
|
277,336
|
|
|
139,337
|
|
||||
Depreciation – Non-real estate additions
|
|
(3,626
|
)
|
|
(4,211
|
)
|
|
(1,153
|
)
|
|
(1,430
|
)
|
||||
Depreciation – Partially Owned and Unconsolidated Properties
|
|
(3,074
|
)
|
|
(2,395
|
)
|
|
(566
|
)
|
|
(798
|
)
|
||||
Net (gain) on sales of unconsolidated entities
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
31,976
|
|
|
94,792
|
|
|
2,273
|
|
|
29,497
|
|
||||
Net (gain) on sales of discontinued operations
|
|
(1,990,577
|
)
|
|
(307,447
|
)
|
|
(401,703
|
)
|
|
(103,394
|
)
|
||||
Net incremental gain on sales of condominium units
|
|
7
|
|
|
49
|
|
|
—
|
|
|
—
|
|
||||
Gain on sale of Equity Corporate Housing (ECH)
|
|
709
|
|
|
350
|
|
|
108
|
|
|
—
|
|
||||
FFO available to Common Shares and Units / Units (1) (3) (4)
|
|
620,995
|
|
|
685,165
|
|
|
267,270
|
|
|
292,311
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Asset impairment and valuation allowances
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Property acquisition costs and write-off of pursuit costs
|
|
78,694
|
|
|
14,898
|
|
|
2,578
|
|
|
4,004
|
|
||||
Debt extinguishment (gains) losses, including prepayment penalties
|
|
|
|
|
|
|
|
|
||||||||
preferred share/preference unit redemptions and non-cash convertible
|
|
|
|
|
|
|
|
|
||||||||
debt discounts
|
|
78,820
|
|
|
7,491
|
|
|
—
|
|
|
6,114
|
|
||||
(Gains) losses on sales of non-operating assets, net of income and other
tax expense (benefit)
|
|
(13,725
|
)
|
|
(491
|
)
|
|
1,499
|
|
|
—
|
|
||||
Other miscellaneous non-comparable items
|
|
3,361
|
|
|
(67,687
|
)
|
|
3,361
|
|
|
(69,910
|
)
|
||||
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)
|
|
$
|
768,145
|
|
|
$
|
639,376
|
|
|
$
|
274,708
|
|
|
$
|
232,519
|
|
|
|
|
|
|
|
|
|
|
||||||||
FFO (1) (3)
|
|
$
|
624,104
|
|
|
$
|
699,634
|
|
|
$
|
268,307
|
|
|
$
|
299,847
|
|
Preferred/preference distributions
|
|
(3,109
|
)
|
|
(9,319
|
)
|
|
(1,037
|
)
|
|
(2,386
|
)
|
||||
Premium on redemption of Preferred Shares/Preference Units
|
|
—
|
|
|
(5,150
|
)
|
|
—
|
|
|
(5,150
|
)
|
||||
FFO available to Common Shares and Units / Units (1) (3) (4)
|
|
$
|
620,995
|
|
|
$
|
685,165
|
|
|
$
|
267,270
|
|
|
$
|
292,311
|
|
|
|
|
|
|
|
|
|
|
||||||||
Normalized FFO (2) (3)
|
|
$
|
771,254
|
|
|
$
|
648,695
|
|
|
$
|
275,745
|
|
|
$
|
234,905
|
|
Preferred/preference distributions
|
|
(3,109
|
)
|
|
(9,319
|
)
|
|
(1,037
|
)
|
|
(2,386
|
)
|
||||
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)
|
|
$
|
768,145
|
|
|
$
|
639,376
|
|
|
$
|
274,708
|
|
|
$
|
232,519
|
|
(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;
|
▪
|
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 of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and Units / Units can help compare the operating performance of a company’s real estate between periods or as compared to different companies. The company also believes that Normalized FFO and Normalized FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company because they allow investors to compare the company’s operating performance to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units do not represent net income, net income available to Common Shares / Units or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units should not be exclusively considered as alternatives to net income, net income available to Common Shares / Units or net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Company’s calculation of FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.
|
(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:
|
November 7, 2013
|
|
By:
|
|
/s/ Mark J. Parrell
|
|
|
|
|
|
Mark J. Parrell
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
||
|
|
|
|
||
Date:
|
November 7, 2013
|
|
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:
|
November 7, 2013
|
|
By:
|
|
/s/ Mark J. Parrell
|
|
|
|
|
|
Mark J. Parrell
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
||
|
|
|
|
||
Date:
|
November 7, 2013
|
|
By:
|
|
/s/ Ian S. Kaufman
|
|
|
|
|
|
Ian S. Kaufman
|
|
|
|
|
|
Senior Vice President and
Chief Accounting Officer
|
|
|
|
|
|
(Principal Accounting Officer)
|
Exhibit
|
|
Description
|
|
Location
|
|
|
|
|
|
*10.1
|
|
Second
Amendment to 2011 Share Incentive Plan.
|
|
Attached herein.
|
|
|
|
|
|
*10.2
|
|
Fourth Amendment to Second Restated 2002 Share Incentive Plan.
|
|
Attached herein.
|
|
|
|
|
|
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 September 30, 2013, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations and comprehensive income, (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.
|
|
/s/ Mark J. Parrell
|
|
Mark J. Parrell
Chief Financial Officer of
Registrant's General Partner
|
|
(1)
|
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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November 7, 2013
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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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November 7, 2013
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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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