Maryland (Equity Residential)
|
13-3675988 (Equity Residential)
|
Illinois (ERP Operating Limited Partnership)
|
36-3894853 (ERP Operating Limited Partnership)
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
Two North Riverside Plaza, Chicago, Illinois 60606
|
(312) 474-1300
|
(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.
|
|
|
|
PAGE
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March 31,
2015 |
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December 31,
2014 |
||||
ASSETS
|
|
|
|
|
||||
Investment in real estate
|
|
|
|
|
||||
Land
|
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$
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6,357,580
|
|
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$
|
6,295,404
|
|
Depreciable property
|
|
20,024,497
|
|
|
19,851,504
|
|
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Projects under development
|
|
1,269,784
|
|
|
1,343,919
|
|
||
Land held for development
|
|
143,997
|
|
|
184,556
|
|
||
Investment in real estate
|
|
27,795,858
|
|
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27,675,383
|
|
||
Accumulated depreciation
|
|
(5,600,485
|
)
|
|
(5,432,805
|
)
|
||
Investment in real estate, net
|
|
22,195,373
|
|
|
22,242,578
|
|
||
Cash and cash equivalents
|
|
49,418
|
|
|
40,080
|
|
||
Investments in unconsolidated entities
|
|
89,284
|
|
|
105,434
|
|
||
Deposits – restricted
|
|
203,800
|
|
|
72,303
|
|
||
Escrow deposits – mortgage
|
|
50,659
|
|
|
48,085
|
|
||
Deferred financing costs, net
|
|
55,791
|
|
|
58,380
|
|
||
Other assets
|
|
384,723
|
|
|
383,754
|
|
||
Total assets
|
|
$
|
23,029,048
|
|
|
$
|
22,950,614
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
4,957,876
|
|
|
$
|
5,086,515
|
|
Notes, net
|
|
5,430,806
|
|
|
5,425,346
|
|
||
Line of credit and commercial paper
|
|
470,826
|
|
|
333,000
|
|
||
Accounts payable and accrued expenses
|
|
202,110
|
|
|
153,590
|
|
||
Accrued interest payable
|
|
84,670
|
|
|
89,540
|
|
||
Other liabilities
|
|
383,057
|
|
|
389,915
|
|
||
Security deposits
|
|
75,294
|
|
|
75,633
|
|
||
Distributions payable
|
|
208,954
|
|
|
188,566
|
|
||
Total liabilities
|
|
11,813,593
|
|
|
11,742,105
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
||||
Redeemable Noncontrolling Interests – Operating Partnership
|
|
541,866
|
|
|
500,733
|
|
||
Equity:
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred Shares of beneficial interest, $0.01 par value;
|
|
|
|
|
||||
100,000,000 shares authorized; 803,600 shares issued and
outstanding as of March 31, 2015 and 1,000,000 shares issued and outstanding as of December 31, 2014 |
|
40,180
|
|
|
50,000
|
|
||
Common Shares of beneficial interest, $0.01 par value;
|
|
|
|
|
||||
1,000,000,000 shares authorized; 363,968,420 shares issued
and outstanding as of March 31, 2015 and 362,855,454 shares issued and outstanding as of December 31, 2014 |
|
3,640
|
|
|
3,629
|
|
||
Paid in capital
|
|
8,539,115
|
|
|
8,536,340
|
|
||
Retained earnings
|
|
1,928,449
|
|
|
1,950,639
|
|
||
Accumulated other comprehensive (loss)
|
|
(180,022
|
)
|
|
(172,152
|
)
|
||
Total shareholders’ equity
|
|
10,331,362
|
|
|
10,368,456
|
|
||
Noncontrolling Interests:
|
|
|
|
|
||||
Operating Partnership
|
|
219,566
|
|
|
214,411
|
|
||
Partially Owned Properties
|
|
122,661
|
|
|
124,909
|
|
||
Total Noncontrolling Interests
|
|
342,227
|
|
|
339,320
|
|
||
Total equity
|
|
10,673,589
|
|
|
10,707,776
|
|
||
Total liabilities and equity
|
|
$
|
23,029,048
|
|
|
$
|
22,950,614
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
REVENUES
|
|
|
|
|
||||
Rental income
|
|
$
|
664,606
|
|
|
$
|
630,725
|
|
Fee and asset management
|
|
1,765
|
|
|
2,717
|
|
||
Total revenues
|
|
666,371
|
|
|
633,442
|
|
||
|
|
|
|
|
||||
EXPENSES
|
|
|
|
|
||||
Property and maintenance
|
|
124,560
|
|
|
125,566
|
|
||
Real estate taxes and insurance
|
|
86,432
|
|
|
82,094
|
|
||
Property management
|
|
21,444
|
|
|
22,118
|
|
||
Fee and asset management
|
|
1,321
|
|
|
1,662
|
|
||
Depreciation
|
|
194,521
|
|
|
185,167
|
|
||
General and administrative
|
|
19,922
|
|
|
17,576
|
|
||
Total expenses
|
|
448,200
|
|
|
434,183
|
|
||
|
|
|
|
|
||||
Operating income
|
|
218,171
|
|
|
199,259
|
|
||
|
|
|
|
|
||||
Interest and other income
|
|
120
|
|
|
605
|
|
||
Other expenses
|
|
70
|
|
|
(664
|
)
|
||
Interest:
|
|
|
|
|
||||
Expense incurred, net
|
|
(108,622
|
)
|
|
(113,049
|
)
|
||
Amortization of deferred financing costs
|
|
(2,589
|
)
|
|
(2,792
|
)
|
||
Income before income and other taxes, income (loss) from investments in unconsolidated entities, net
gain (loss) on sales of real estate properties and land parcels and discontinued operations |
|
107,150
|
|
|
83,359
|
|
||
Income and other tax (expense) benefit
|
|
(43
|
)
|
|
(240
|
)
|
||
Income (loss) from investments in unconsolidated entities
|
|
2,963
|
|
|
(1,409
|
)
|
||
Net gain on sales of real estate properties
|
|
79,951
|
|
|
—
|
|
||
Net (loss) on sales of land parcels
|
|
(1
|
)
|
|
(30
|
)
|
||
Income from continuing operations
|
|
190,020
|
|
|
81,680
|
|
||
Discontinued operations, net
|
|
204
|
|
|
1,052
|
|
||
Net income
|
|
190,224
|
|
|
82,732
|
|
||
Net (income) attributable to Noncontrolling Interests:
|
|
|
|
|
||||
Operating Partnership
|
|
(7,059
|
)
|
|
(3,093
|
)
|
||
Partially Owned Properties
|
|
(643
|
)
|
|
(504
|
)
|
||
Net income attributable to controlling interests
|
|
182,522
|
|
|
79,135
|
|
||
Preferred distributions
|
|
(891
|
)
|
|
(1,036
|
)
|
||
Premium on redemption of Preferred Shares
|
|
(2,789
|
)
|
|
—
|
|
||
Net income available to Common Shares
|
|
$
|
178,842
|
|
|
$
|
78,099
|
|
|
|
|
|
|
||||
Earnings per share – basic:
|
|
|
|
|
||||
Income from continuing operations available to Common Shares
|
|
$
|
0.49
|
|
|
$
|
0.21
|
|
Net income available to Common Shares
|
|
$
|
0.49
|
|
|
$
|
0.22
|
|
Weighted average Common Shares outstanding
|
|
363,098
|
|
|
360,470
|
|
||
|
|
|
|
|
||||
Earnings per share – diluted:
|
|
|
|
|
||||
Income from continuing operations available to Common Shares
|
|
$
|
0.49
|
|
|
$
|
0.21
|
|
Net income available to Common Shares
|
|
$
|
0.49
|
|
|
$
|
0.22
|
|
Weighted average Common Shares outstanding
|
|
380,327
|
|
|
376,384
|
|
||
|
|
|
|
|
||||
Distributions declared per Common Share outstanding
|
|
$
|
0.5525
|
|
|
$
|
0.50
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Comprehensive income:
|
|
|
|
|
||||
Net income
|
|
$
|
190,224
|
|
|
$
|
82,732
|
|
Other comprehensive (loss):
|
|
|
|
|
||||
Other comprehensive (loss) income – derivative instruments:
|
|
|
|
|
||||
Unrealized holding (losses) arising during the period
|
|
(11,788
|
)
|
|
(11,952
|
)
|
||
Losses reclassified into earnings from other comprehensive income
|
|
4,338
|
|
|
4,129
|
|
||
Other comprehensive (loss) income – foreign currency:
|
|
|
|
|
||||
Currency translation adjustments arising during the period
|
|
(420
|
)
|
|
91
|
|
||
Other comprehensive (loss)
|
|
(7,870
|
)
|
|
(7,732
|
)
|
||
Comprehensive income
|
|
182,354
|
|
|
75,000
|
|
||
Comprehensive (income) attributable to Noncontrolling Interests
|
|
(7,402
|
)
|
|
(3,302
|
)
|
||
Comprehensive income attributable to controlling interests
|
|
$
|
174,952
|
|
|
$
|
71,698
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
190,224
|
|
|
$
|
82,732
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
194,521
|
|
|
185,167
|
|
||
Amortization of deferred financing costs
|
|
2,589
|
|
|
2,792
|
|
||
Amortization of above/below market leases
|
|
846
|
|
|
829
|
|
||
Amortization of discounts and premiums on debt
|
|
(3,751
|
)
|
|
(2,938
|
)
|
||
Amortization of deferred settlements on derivative instruments
|
|
4,205
|
|
|
3,996
|
|
||
Write-off of pursuit costs
|
|
493
|
|
|
452
|
|
||
(Income) loss from investments in unconsolidated entities
|
|
(2,963
|
)
|
|
1,409
|
|
||
Distributions from unconsolidated entities – return on capital
|
|
516
|
|
|
914
|
|
||
Net (gain) on sale of investment securities
|
|
—
|
|
|
(21
|
)
|
||
Net (gain) on sales of real estate properties
|
|
(79,951
|
)
|
|
—
|
|
||
Net loss on sales of land parcels
|
|
1
|
|
|
30
|
|
||
Net (gain) on sales of discontinued operations
|
|
—
|
|
|
(71
|
)
|
||
Unrealized loss (gain) on derivative instruments
|
|
24
|
|
|
(3
|
)
|
||
Compensation paid with Company Common Shares
|
|
13,610
|
|
|
12,981
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Decrease (increase) in deposits – restricted
|
|
290
|
|
|
(418
|
)
|
||
(Increase) decrease in mortgage deposits
|
|
(456
|
)
|
|
375
|
|
||
(Increase) decrease in other assets
|
|
(4,237
|
)
|
|
18,613
|
|
||
Increase in accounts payable and accrued expenses
|
|
45,450
|
|
|
55,263
|
|
||
(Decrease) in accrued interest payable
|
|
(4,870
|
)
|
|
(169
|
)
|
||
(Decrease) in other liabilities
|
|
(8,307
|
)
|
|
(26,194
|
)
|
||
(Decrease) increase in security deposits
|
|
(339
|
)
|
|
1,143
|
|
||
Net cash provided by operating activities
|
|
347,895
|
|
|
336,882
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Investment in real estate – acquisitions
|
|
(6,720
|
)
|
|
(148,535
|
)
|
||
Investment in real estate – development/other
|
|
(146,194
|
)
|
|
(122,340
|
)
|
||
Capital expenditures to real estate
|
|
(38,170
|
)
|
|
(32,191
|
)
|
||
Non-real estate capital additions
|
|
(469
|
)
|
|
(159
|
)
|
||
Interest capitalized for real estate and unconsolidated entities under development
|
|
(15,313
|
)
|
|
(12,792
|
)
|
||
Proceeds from disposition of real estate, net
|
|
142,931
|
|
|
—
|
|
||
Investments in unconsolidated entities
|
|
(2,410
|
)
|
|
(6,254
|
)
|
||
Distributions from unconsolidated entities – return of capital
|
|
18,969
|
|
|
7,680
|
|
||
Proceeds from sale of investment securities
|
|
—
|
|
|
21
|
|
||
(Increase) decrease in deposits on real estate acquisitions and investments, net
|
|
(131,787
|
)
|
|
12,904
|
|
||
(Increase) in mortgage deposits
|
|
(59
|
)
|
|
(91
|
)
|
||
Net cash (used for) investing activities
|
|
(179,222
|
)
|
|
(301,757
|
)
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Debt financing costs
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
Mortgage deposits
|
|
(2,059
|
)
|
|
(1,643
|
)
|
||
Mortgage notes payable:
|
|
|
|
|
||||
Lump sum payoffs
|
|
(121,326
|
)
|
|
—
|
|
||
Scheduled principal repayments
|
|
(2,746
|
)
|
|
(3,034
|
)
|
||
Line of credit and commercial paper:
|
|
|
|
|
||||
Line of credit proceeds
|
|
1,997,000
|
|
|
1,751,000
|
|
||
Line of credit repayments
|
|
(2,200,000
|
)
|
|
(1,568,000
|
)
|
||
Commercial paper proceeds
|
|
1,155,228
|
|
|
—
|
|
||
Commercial paper repayments
|
|
(814,600
|
)
|
|
—
|
|
||
(Payments on) settlement of derivative instruments
|
|
(25
|
)
|
|
—
|
|
||
Proceeds from Employee Share Purchase Plan (ESPP)
|
|
1,927
|
|
|
1,741
|
|
||
Proceeds from exercise of options
|
|
32,213
|
|
|
15,785
|
|
||
Common Shares repurchased and retired
|
|
—
|
|
|
(1,777
|
)
|
||
Redemption of Preferred Shares
|
|
(9,820
|
)
|
|
—
|
|
||
Premium on redemption of Preferred Shares
|
|
(2,789
|
)
|
|
—
|
|
||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
(2,501
|
)
|
||
Contributions – Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
5,684
|
|
||
Contributions – Noncontrolling Interests – Operating Partnership
|
|
1
|
|
|
3
|
|
||
Distributions:
|
|
|
|
|
||||
Common Shares
|
|
(181,408
|
)
|
|
(234,282
|
)
|
||
Preferred Shares
|
|
(891
|
)
|
|
(1,036
|
)
|
||
Noncontrolling Interests – Operating Partnership
|
|
(7,149
|
)
|
|
(9,217
|
)
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
(2,891
|
)
|
|
(4,113
|
)
|
||
Net cash (used for) financing activities
|
|
(159,335
|
)
|
|
(51,450
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
9,338
|
|
|
(16,325
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
40,080
|
|
|
53,534
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
49,418
|
|
|
$
|
37,209
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
|
$
|
113,113
|
|
|
$
|
112,152
|
|
Net cash paid for income and other taxes
|
|
$
|
718
|
|
|
$
|
596
|
|
Amortization of discounts and premiums on debt:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
(4,567
|
)
|
|
$
|
(3,506
|
)
|
Notes, net
|
|
$
|
618
|
|
|
$
|
568
|
|
Line of credit and commercial paper
|
|
$
|
198
|
|
|
$
|
—
|
|
Amortization of deferred settlements on derivative instruments:
|
|
|
|
|
||||
Other liabilities
|
|
$
|
(133
|
)
|
|
$
|
(133
|
)
|
Accumulated other comprehensive income
|
|
$
|
4,338
|
|
|
$
|
4,129
|
|
(Income) loss from investments in unconsolidated entities:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
(3,625
|
)
|
|
$
|
472
|
|
Other liabilities
|
|
$
|
662
|
|
|
$
|
937
|
|
Distributions from unconsolidated entities – return on capital:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
516
|
|
|
$
|
862
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
52
|
|
Unrealized loss (gain) on derivative instruments:
|
|
|
|
|
||||
Other assets
|
|
$
|
(4,963
|
)
|
|
$
|
7,279
|
|
Notes, net
|
|
$
|
4,842
|
|
|
$
|
—
|
|
Other liabilities
|
|
$
|
11,933
|
|
|
$
|
4,670
|
|
Accumulated other comprehensive income
|
|
$
|
(11,788
|
)
|
|
$
|
(11,952
|
)
|
Interest capitalized for real estate and unconsolidated entities under development:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(15,313
|
)
|
|
$
|
(12,774
|
)
|
Investments in unconsolidated entities
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
Investments in unconsolidated entities:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
(130
|
)
|
|
$
|
(1,454
|
)
|
Other liabilities
|
|
$
|
(2,280
|
)
|
|
$
|
(4,800
|
)
|
Other:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
$
|
420
|
|
|
$
|
(91
|
)
|
|
|
Quarter Ended
|
||
|
|
March 31, 2015
|
||
SHAREHOLDERS’ EQUITY
|
|
|
||
|
|
|
||
PREFERRED SHARES
|
|
|
||
Balance, beginning of year
|
|
$
|
50,000
|
|
Partial redemption of 8.29% Series K Cumulative Redeemable
|
|
(9,820
|
)
|
|
Balance, end of period
|
|
$
|
40,180
|
|
|
|
|
||
COMMON SHARES, $0.01 PAR VALUE
|
|
|
||
Balance, beginning of year
|
|
$
|
3,629
|
|
Conversion of OP Units into Common Shares
|
|
1
|
|
|
Exercise of share options
|
|
8
|
|
|
Share-based employee compensation expense:
|
|
|
||
Restricted shares
|
|
2
|
|
|
Balance, end of period
|
|
$
|
3,640
|
|
|
|
|
||
PAID IN CAPITAL
|
|
|
||
Balance, beginning of year
|
|
$
|
8,536,340
|
|
Common Share Issuance:
|
|
|
||
Conversion of OP Units into Common Shares
|
|
3,712
|
|
|
Exercise of share options
|
|
32,205
|
|
|
Employee Share Purchase Plan (ESPP)
|
|
1,927
|
|
|
Share-based employee compensation expense:
|
|
|
||
Restricted shares
|
|
6,720
|
|
|
Share options
|
|
997
|
|
|
ESPP discount
|
|
412
|
|
|
Supplemental Executive Retirement Plan (SERP)
|
|
(2,307
|
)
|
|
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership
|
|
(41,763
|
)
|
|
Adjustment for Noncontrolling Interests ownership in Operating Partnership
|
|
872
|
|
|
Balance, end of period
|
|
$
|
8,539,115
|
|
|
|
|
||
RETAINED EARNINGS
|
|
|
||
Balance, beginning of year
|
|
$
|
1,950,639
|
|
Net income attributable to controlling interests
|
|
182,522
|
|
|
Common Share distributions
|
|
(201,032
|
)
|
|
Preferred Share distributions
|
|
(891
|
)
|
|
Premium on redemption of Preferred Shares – cash charge
|
|
(2,789
|
)
|
|
Balance, end of period
|
|
$
|
1,928,449
|
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
|
||||
Investment in real estate
|
|
|
|
|
||||
Land
|
|
$
|
6,357,580
|
|
|
$
|
6,295,404
|
|
Depreciable property
|
|
20,024,497
|
|
|
19,851,504
|
|
||
Projects under development
|
|
1,269,784
|
|
|
1,343,919
|
|
||
Land held for development
|
|
143,997
|
|
|
184,556
|
|
||
Investment in real estate
|
|
27,795,858
|
|
|
27,675,383
|
|
||
Accumulated depreciation
|
|
(5,600,485
|
)
|
|
(5,432,805
|
)
|
||
Investment in real estate, net
|
|
22,195,373
|
|
|
22,242,578
|
|
||
Cash and cash equivalents
|
|
49,418
|
|
|
40,080
|
|
||
Investments in unconsolidated entities
|
|
89,284
|
|
|
105,434
|
|
||
Deposits – restricted
|
|
203,800
|
|
|
72,303
|
|
||
Escrow deposits – mortgage
|
|
50,659
|
|
|
48,085
|
|
||
Deferred financing costs, net
|
|
55,791
|
|
|
58,380
|
|
||
Other assets
|
|
384,723
|
|
|
383,754
|
|
||
Total assets
|
|
$
|
23,029,048
|
|
|
$
|
22,950,614
|
|
|
|
|
|
|
||||
LIABILITIES AND CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
4,957,876
|
|
|
$
|
5,086,515
|
|
Notes, net
|
|
5,430,806
|
|
|
5,425,346
|
|
||
Line of credit and commercial paper
|
|
470,826
|
|
|
333,000
|
|
||
Accounts payable and accrued expenses
|
|
202,110
|
|
|
153,590
|
|
||
Accrued interest payable
|
|
84,670
|
|
|
89,540
|
|
||
Other liabilities
|
|
383,057
|
|
|
389,915
|
|
||
Security deposits
|
|
75,294
|
|
|
75,633
|
|
||
Distributions payable
|
|
208,954
|
|
|
188,566
|
|
||
Total liabilities
|
|
11,813,593
|
|
|
11,742,105
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
|
|
|
|
|
||||
Redeemable Limited Partners
|
|
541,866
|
|
|
500,733
|
|
||
Capital:
|
|
|
|
|
||||
Partners' Capital:
|
|
|
|
|
||||
Preference Units
|
|
40,180
|
|
|
50,000
|
|
||
General Partner
|
|
10,471,204
|
|
|
10,490,608
|
|
||
Limited Partners
|
|
219,566
|
|
|
214,411
|
|
||
Accumulated other comprehensive (loss)
|
|
(180,022
|
)
|
|
(172,152
|
)
|
||
Total partners' capital
|
|
10,550,928
|
|
|
10,582,867
|
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
122,661
|
|
|
124,909
|
|
||
Total capital
|
|
10,673,589
|
|
|
10,707,776
|
|
||
Total liabilities and capital
|
|
$
|
23,029,048
|
|
|
$
|
22,950,614
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
REVENUES
|
|
|
|
|
||||
Rental income
|
|
$
|
664,606
|
|
|
$
|
630,725
|
|
Fee and asset management
|
|
1,765
|
|
|
2,717
|
|
||
Total revenues
|
|
666,371
|
|
|
633,442
|
|
||
|
|
|
|
|
||||
EXPENSES
|
|
|
|
|
||||
Property and maintenance
|
|
124,560
|
|
|
125,566
|
|
||
Real estate taxes and insurance
|
|
86,432
|
|
|
82,094
|
|
||
Property management
|
|
21,444
|
|
|
22,118
|
|
||
Fee and asset management
|
|
1,321
|
|
|
1,662
|
|
||
Depreciation
|
|
194,521
|
|
|
185,167
|
|
||
General and administrative
|
|
19,922
|
|
|
17,576
|
|
||
Total expenses
|
|
448,200
|
|
|
434,183
|
|
||
|
|
|
|
|
||||
Operating income
|
|
218,171
|
|
|
199,259
|
|
||
|
|
|
|
|
||||
Interest and other income
|
|
120
|
|
|
605
|
|
||
Other expenses
|
|
70
|
|
|
(664
|
)
|
||
Interest:
|
|
|
|
|
||||
Expense incurred, net
|
|
(108,622
|
)
|
|
(113,049
|
)
|
||
Amortization of deferred financing costs
|
|
(2,589
|
)
|
|
(2,792
|
)
|
||
Income before income and other taxes, income (loss) from investments in unconsolidated entities, net
gain (loss) on sales of real estate properties and land parcels and discontinued operations |
|
107,150
|
|
|
83,359
|
|
||
Income and other tax (expense) benefit
|
|
(43
|
)
|
|
(240
|
)
|
||
Income (loss) from investments in unconsolidated entities
|
|
2,963
|
|
|
(1,409
|
)
|
||
Net gain on sales of real estate properties
|
|
79,951
|
|
|
—
|
|
||
Net (loss) on sales of land parcels
|
|
(1
|
)
|
|
(30
|
)
|
||
Income from continuing operations
|
|
190,020
|
|
|
81,680
|
|
||
Discontinued operations, net
|
|
204
|
|
|
1,052
|
|
||
Net income
|
|
190,224
|
|
|
82,732
|
|
||
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties
|
|
(643
|
)
|
|
(504
|
)
|
||
Net income attributable to controlling interests
|
|
$
|
189,581
|
|
|
$
|
82,228
|
|
|
|
|
|
|
||||
ALLOCATION OF NET INCOME:
|
|
|
|
|
||||
Preference Units
|
|
$
|
891
|
|
|
$
|
1,036
|
|
Premium on redemption of Preference Units
|
|
$
|
2,789
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
General Partner
|
|
$
|
178,842
|
|
|
$
|
78,099
|
|
Limited Partners
|
|
7,059
|
|
|
3,093
|
|
||
Net income available to Units
|
|
$
|
185,901
|
|
|
$
|
81,192
|
|
|
|
|
|
|
||||
Earnings per Unit – basic:
|
|
|
|
|
||||
Income from continuing operations available to Units
|
|
$
|
0.49
|
|
|
$
|
0.21
|
|
Net income available to Units
|
|
$
|
0.49
|
|
|
$
|
0.22
|
|
Weighted average Units outstanding
|
|
376,696
|
|
|
374,201
|
|
||
|
|
|
|
|
||||
Earnings per Unit – diluted:
|
|
|
|
|
||||
Income from continuing operations available to Units
|
|
$
|
0.49
|
|
|
$
|
0.21
|
|
Net income available to Units
|
|
$
|
0.49
|
|
|
$
|
0.22
|
|
Weighted average Units outstanding
|
|
380,327
|
|
|
376,384
|
|
||
|
|
|
|
|
||||
Distributions declared per Unit outstanding
|
|
$
|
0.5525
|
|
|
$
|
0.50
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Comprehensive income:
|
|
|
|
|
||||
Net income
|
|
$
|
190,224
|
|
|
$
|
82,732
|
|
Other comprehensive (loss):
|
|
|
|
|
||||
Other comprehensive (loss) income – derivative instruments:
|
|
|
|
|
||||
Unrealized holding (losses) arising during the period
|
|
(11,788
|
)
|
|
(11,952
|
)
|
||
Losses reclassified into earnings from other comprehensive income
|
|
4,338
|
|
|
4,129
|
|
||
Other comprehensive (loss) income – foreign currency:
|
|
|
|
|
||||
Currency translation adjustments arising during the period
|
|
(420
|
)
|
|
91
|
|
||
Other comprehensive (loss)
|
|
(7,870
|
)
|
|
(7,732
|
)
|
||
Comprehensive income
|
|
182,354
|
|
|
75,000
|
|
||
Comprehensive (income) attributable to Noncontrolling Interests –
Partially Owned Properties |
|
(643
|
)
|
|
(504
|
)
|
||
Comprehensive income attributable to controlling interests
|
|
$
|
181,711
|
|
|
$
|
74,496
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
190,224
|
|
|
$
|
82,732
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
194,521
|
|
|
185,167
|
|
||
Amortization of deferred financing costs
|
|
2,589
|
|
|
2,792
|
|
||
Amortization of above/below market leases
|
|
846
|
|
|
829
|
|
||
Amortization of discounts and premiums on debt
|
|
(3,751
|
)
|
|
(2,938
|
)
|
||
Amortization of deferred settlements on derivative instruments
|
|
4,205
|
|
|
3,996
|
|
||
Write-off of pursuit costs
|
|
493
|
|
|
452
|
|
||
(Income) loss from investments in unconsolidated entities
|
|
(2,963
|
)
|
|
1,409
|
|
||
Distributions from unconsolidated entities – return on capital
|
|
516
|
|
|
914
|
|
||
Net (gain) on sale of investment securities
|
|
—
|
|
|
(21
|
)
|
||
Net (gain) on sales of real estate properties
|
|
(79,951
|
)
|
|
—
|
|
||
Net loss on sales of land parcels
|
|
1
|
|
|
30
|
|
||
Net (gain) on sales of discontinued operations
|
|
—
|
|
|
(71
|
)
|
||
Unrealized loss (gain) on derivative instruments
|
|
24
|
|
|
(3
|
)
|
||
Compensation paid with Company Common Shares
|
|
13,610
|
|
|
12,981
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Decrease (increase) in deposits – restricted
|
|
290
|
|
|
(418
|
)
|
||
(Increase) decrease in mortgage deposits
|
|
(456
|
)
|
|
375
|
|
||
(Increase) decrease in other assets
|
|
(4,237
|
)
|
|
18,613
|
|
||
Increase in accounts payable and accrued expenses
|
|
45,450
|
|
|
55,263
|
|
||
(Decrease) in accrued interest payable
|
|
(4,870
|
)
|
|
(169
|
)
|
||
(Decrease) in other liabilities
|
|
(8,307
|
)
|
|
(26,194
|
)
|
||
(Decrease) increase in security deposits
|
|
(339
|
)
|
|
1,143
|
|
||
Net cash provided by operating activities
|
|
347,895
|
|
|
336,882
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Investment in real estate – acquisitions
|
|
(6,720
|
)
|
|
(148,535
|
)
|
||
Investment in real estate – development/other
|
|
(146,194
|
)
|
|
(122,340
|
)
|
||
Capital expenditures to real estate
|
|
(38,170
|
)
|
|
(32,191
|
)
|
||
Non-real estate capital additions
|
|
(469
|
)
|
|
(159
|
)
|
||
Interest capitalized for real estate and unconsolidated entities under development
|
|
(15,313
|
)
|
|
(12,792
|
)
|
||
Proceeds from disposition of real estate, net
|
|
142,931
|
|
|
—
|
|
||
Investments in unconsolidated entities
|
|
(2,410
|
)
|
|
(6,254
|
)
|
||
Distributions from unconsolidated entities – return of capital
|
|
18,969
|
|
|
7,680
|
|
||
Proceeds from sale of investment securities
|
|
—
|
|
|
21
|
|
||
(Increase) decrease in deposits on real estate acquisitions and investments, net
|
|
(131,787
|
)
|
|
12,904
|
|
||
(Increase) in mortgage deposits
|
|
(59
|
)
|
|
(91
|
)
|
||
Net cash (used for) investing activities
|
|
(179,222
|
)
|
|
(301,757
|
)
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Debt financing costs
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
Mortgage deposits
|
|
(2,059
|
)
|
|
(1,643
|
)
|
||
Mortgage notes payable:
|
|
|
|
|
||||
Lump sum payoffs
|
|
(121,326
|
)
|
|
—
|
|
||
Scheduled principal repayments
|
|
(2,746
|
)
|
|
(3,034
|
)
|
||
Line of credit and commercial paper:
|
|
|
|
|
||||
Line of credit proceeds
|
|
1,997,000
|
|
|
1,751,000
|
|
||
Line of credit repayments
|
|
(2,200,000
|
)
|
|
(1,568,000
|
)
|
||
Commercial paper proceeds
|
|
1,155,228
|
|
|
—
|
|
||
Commercial paper repayments
|
|
(814,600
|
)
|
|
—
|
|
||
(Payments on) settlement of derivative instruments
|
|
(25
|
)
|
|
—
|
|
||
Proceeds from EQR's Employee Share Purchase Plan (ESPP)
|
|
1,927
|
|
|
1,741
|
|
||
Proceeds from exercise of EQR options
|
|
32,213
|
|
|
15,785
|
|
||
OP Units repurchased and retired
|
|
—
|
|
|
(1,777
|
)
|
||
Redemption of Preference Units
|
|
(9,820
|
)
|
|
—
|
|
||
Premium on redemption of Preference Units
|
|
(2,789
|
)
|
|
—
|
|
||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
(2,501
|
)
|
||
Contributions – Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
5,684
|
|
||
Contributions – Limited Partners
|
|
1
|
|
|
3
|
|
||
Distributions:
|
|
|
|
|
||||
OP Units – General Partner
|
|
(181,408
|
)
|
|
(234,282
|
)
|
||
Preference Units
|
|
(891
|
)
|
|
(1,036
|
)
|
||
OP Units – Limited Partners
|
|
(7,149
|
)
|
|
(9,217
|
)
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
(2,891
|
)
|
|
(4,113
|
)
|
||
Net cash (used for) financing activities
|
|
(159,335
|
)
|
|
(51,450
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
9,338
|
|
|
(16,325
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
40,080
|
|
|
53,534
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
49,418
|
|
|
$
|
37,209
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
|
$
|
113,113
|
|
|
$
|
112,152
|
|
Net cash paid for income and other taxes
|
|
$
|
718
|
|
|
$
|
596
|
|
Amortization of discounts and premiums on debt:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
(4,567
|
)
|
|
$
|
(3,506
|
)
|
Notes, net
|
|
$
|
618
|
|
|
$
|
568
|
|
Line of credit and commercial paper
|
|
$
|
198
|
|
|
$
|
—
|
|
Amortization of deferred settlements on derivative instruments:
|
|
|
|
|
||||
Other liabilities
|
|
$
|
(133
|
)
|
|
$
|
(133
|
)
|
Accumulated other comprehensive income
|
|
$
|
4,338
|
|
|
$
|
4,129
|
|
(Income) loss from investments in unconsolidated entities:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
(3,625
|
)
|
|
$
|
472
|
|
Other liabilities
|
|
$
|
662
|
|
|
$
|
937
|
|
Distributions from unconsolidated entities – return on capital:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
516
|
|
|
$
|
862
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
52
|
|
Unrealized loss (gain) on derivative instruments:
|
|
|
|
|
||||
Other assets
|
|
$
|
(4,963
|
)
|
|
$
|
7,279
|
|
Notes, net
|
|
$
|
4,842
|
|
|
$
|
—
|
|
Other liabilities
|
|
$
|
11,933
|
|
|
$
|
4,670
|
|
Accumulated other comprehensive income
|
|
$
|
(11,788
|
)
|
|
$
|
(11,952
|
)
|
Interest capitalized for real estate and unconsolidated entities under development:
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
(15,313
|
)
|
|
$
|
(12,774
|
)
|
Investments in unconsolidated entities
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
Investments in unconsolidated entities:
|
|
|
|
|
||||
Investments in unconsolidated entities
|
|
$
|
(130
|
)
|
|
$
|
(1,454
|
)
|
Other liabilities
|
|
$
|
(2,280
|
)
|
|
$
|
(4,800
|
)
|
Other:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
$
|
420
|
|
|
$
|
(91
|
)
|
|
Quarter Ended
|
||
|
March 31, 2015
|
||
PARTNERS' CAPITAL
|
|
||
|
|
||
PREFERENCE UNITS
|
|
||
Balance, beginning of year
|
$
|
50,000
|
|
Partial redemption of 8.29% Series K Cumulative Redeemable
|
(9,820
|
)
|
|
Balance, end of period
|
$
|
40,180
|
|
|
|
||
GENERAL PARTNER
|
|
||
Balance, beginning of year
|
$
|
10,490,608
|
|
OP Unit Issuance:
|
|
||
Conversion of OP Units held by Limited Partners into OP Units held by General Partner
|
3,713
|
|
|
Exercise of EQR share options
|
32,213
|
|
|
EQR's Employee Share Purchase Plan (ESPP)
|
1,927
|
|
|
Share-based employee compensation expense:
|
|
||
EQR restricted shares
|
6,722
|
|
|
EQR share options
|
997
|
|
|
EQR ESPP discount
|
412
|
|
|
Net income available to Units – General Partner
|
178,842
|
|
|
OP Units – General Partner distributions
|
(201,032
|
)
|
|
Supplemental Executive Retirement Plan (SERP)
|
(2,307
|
)
|
|
Change in market value of Redeemable Limited Partners
|
(41,763
|
)
|
|
Adjustment for Limited Partners ownership in Operating Partnership
|
872
|
|
|
Balance, end of period
|
$
|
10,471,204
|
|
|
|
||
LIMITED PARTNERS
|
|
||
Balance, beginning of year
|
$
|
214,411
|
|
Issuance of restricted units to Limited Partners
|
1
|
|
|
Conversion of OP Units held by Limited Partners into OP Units held by General Partner
|
(3,713
|
)
|
|
Equity compensation associated with Units – Limited Partners
|
9,963
|
|
|
Net income available to Units – Limited Partners
|
7,059
|
|
|
Units – Limited Partners distributions
|
(7,913
|
)
|
|
Change in carrying value of Redeemable Limited Partners
|
630
|
|
|
Adjustment for Limited Partners ownership in Operating Partnership
|
(872
|
)
|
|
Balance, end of period
|
$
|
219,566
|
|
|
|
||
ACCUMULATED OTHER COMPREHENSIVE (LOSS)
|
|
||
Balance, beginning of year
|
$
|
(172,152
|
)
|
Accumulated other comprehensive (loss) income – derivative instruments:
|
|
||
Unrealized holding (losses) arising during the period
|
(11,788
|
)
|
|
Losses reclassified into earnings from other comprehensive income
|
4,338
|
|
|
Accumulated other comprehensive (loss) – foreign currency:
|
|
||
Currency translation adjustments arising during the period
|
(420
|
)
|
|
Balance, end of period
|
$
|
(180,022
|
)
|
|
Quarter Ended
|
||
|
March 31, 2015
|
||
NONCONTROLLING INTERESTS
|
|
||
|
|
||
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
|
|
||
Balance, beginning of year
|
$
|
124,909
|
|
Net income attributable to Noncontrolling Interests
|
643
|
|
|
Distributions to Noncontrolling Interests
|
(2,891
|
)
|
|
Balance, end of period
|
$
|
122,661
|
|
1.
|
Business
|
|
|
Properties
|
|
Apartment
Units |
||
Wholly Owned Properties
|
|
362
|
|
|
97,825
|
|
Master-Leased Properties – Consolidated
|
|
3
|
|
|
853
|
|
Partially Owned Properties – Consolidated
|
|
19
|
|
|
3,771
|
|
Partially Owned Properties – Unconsolidated
|
|
3
|
|
|
1,281
|
|
Military Housing
|
|
2
|
|
|
5,063
|
|
|
|
389
|
|
|
108,793
|
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Equity, Capital and Other Interests
|
|
|
2015
|
|
Common Shares
|
|
|
|
Common Shares outstanding at January 1,
|
|
362,855,454
|
|
Common Shares Issued:
|
|
|
|
Conversion of OP Units
|
|
154,050
|
|
Exercise of share options
|
|
770,012
|
|
Employee Share Purchase Plan (ESPP)
|
|
30,151
|
|
Restricted share grants, net
|
|
158,753
|
|
Common Shares outstanding at March 31,
|
|
363,968,420
|
|
Units
|
|
|
|
Units outstanding at January 1,
|
|
14,298,691
|
|
Restricted units, net
|
|
333,304
|
|
Conversion of OP Units to Common Shares
|
|
(154,050
|
)
|
Units outstanding at March 31,
|
|
14,477,945
|
|
Total Common Shares and Units outstanding at March 31,
|
|
378,446,365
|
|
Units Ownership Interest in Operating Partnership
|
|
3.8
|
%
|
|
|
2015
|
||
Balance at January 1,
|
|
$
|
500,733
|
|
Change in market value
|
|
41,763
|
|
|
Change in carrying value
|
|
(630
|
)
|
|
Balance at March 31,
|
|
$
|
541,866
|
|
|
|
|
|
|
|
Amounts in thousands
|
||||||||
|
|
Redemption
Date (1) |
|
Annual
Dividend per Share (2) |
|
March 31,
2015 |
|
December 31,
2014 |
||||||
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; 803,600 shares issued and outstanding at March 31, 2015 and 1,000,000 shares issued and outstanding at December 31, 2014 (3) |
|
12/10/26
|
|
|
$4.145
|
|
|
$
|
40,180
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
$
|
40,180
|
|
|
$
|
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
|
(2)
|
Dividends on Preferred Shares are payable quarterly.
|
(3)
|
Effective January 26, 2015, the Company repurchased and retired
196,400
Series K Preferred Shares with a par value of
$9.82 million
for total cash consideration of approximately
$12.7 million
. As a result of this partial redemption, the Company incurred a cash charge of approximately
$2.8 million
which was recorded as a premium on the redemption of Preferred Shares.
|
|
|
|
|
|
|
2015
|
|
General and Limited Partner Units
|
|
|
|
General and Limited Partner Units outstanding at January 1,
|
|
377,154,145
|
|
Issued to General Partner:
|
|
|
|
Exercise of EQR share options
|
|
770,012
|
|
EQR’s Employee Share Purchase Plan (ESPP)
|
|
30,151
|
|
EQR's restricted share grants, net
|
|
158,753
|
|
Issued to Limited Partners:
|
|
|
|
Restricted units, net
|
|
333,304
|
|
General and Limited Partner Units outstanding at March 31,
|
|
378,446,365
|
|
Limited Partner Units
|
|
|
|
Limited Partner Units outstanding at January 1,
|
|
14,298,691
|
|
Limited Partner restricted units, net
|
|
333,304
|
|
Conversion of Limited Partner OP Units to EQR Common Shares
|
|
(154,050
|
)
|
Limited Partner Units outstanding at March 31,
|
|
14,477,945
|
|
Limited Partner Units Ownership Interest in Operating Partnership
|
|
3.8
|
%
|
|
|
2015
|
||
Balance at January 1,
|
|
$
|
500,733
|
|
Change in market value
|
|
41,763
|
|
|
Change in carrying value
|
|
(630
|
)
|
|
Balance at March 31,
|
|
$
|
541,866
|
|
|
|
|
|
|
|
Amounts in thousands
|
||||||||
|
|
Redemption
Date (1)
|
|
Annual
Dividend per Unit (2) |
|
March 31,
2015 |
|
December 31,
2014 |
||||||
Preference Units:
|
|
|
|
|
|
|
|
|
||||||
8.29% Series K Cumulative Redeemable Preference Units;
liquidation value $50 per unit; 803,600 units issued and outstanding at March 31, 2015 and 1,000,000 units issued and outstanding at December 31, 2014 (3) |
|
12/10/26
|
|
|
$4.145
|
|
|
$
|
40,180
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
$
|
40,180
|
|
|
$
|
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.
|
(3)
|
Effective January 26, 2015, the Operating Partnership repurchased and retired
196,400
Series K Preference Units with a par value of
$9.82 million
for total cash consideration of approximately
$12.7 million
, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares. As a result of this partial redemption, the Operating Partnership incurred a cash charge of approximately
$2.8 million
which was recorded as a premium on the redemption of Preference Units.
|
4.
|
Real Estate and Lease Intangibles
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Land
|
|
$
|
6,357,580
|
|
|
$
|
6,295,404
|
|
Depreciable property:
|
|
|
|
|
||||
Buildings and improvements
|
|
18,109,892
|
|
|
17,974,337
|
|
||
Furniture, fixtures and equipment
|
|
1,401,801
|
|
|
1,365,276
|
|
||
In-Place lease intangibles
|
|
512,804
|
|
|
511,891
|
|
||
Projects under development:
|
|
|
|
|
||||
Land
|
|
423,359
|
|
|
466,764
|
|
||
Construction-in-progress
|
|
846,425
|
|
|
877,155
|
|
||
Land held for development:
|
|
|
|
|
||||
Land
|
|
109,726
|
|
|
145,366
|
|
||
Construction-in-progress
|
|
34,271
|
|
|
39,190
|
|
||
Investment in real estate
|
|
27,795,858
|
|
|
27,675,383
|
|
||
Accumulated depreciation
|
|
(5,600,485
|
)
|
|
(5,432,805
|
)
|
||
Investment in real estate, net
|
|
$
|
22,195,373
|
|
|
$
|
22,242,578
|
|
Description
|
|
Balance Sheet Location
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
|
|
|
||||
Ground lease intangibles – below market
|
|
Other Assets
|
|
$
|
178,251
|
|
|
$
|
178,251
|
|
Retail lease intangibles – above market
|
|
Other Assets
|
|
1,260
|
|
|
1,260
|
|
||
Lease intangible assets
|
|
|
|
179,511
|
|
|
179,511
|
|
||
Accumulated amortization
|
|
|
|
(10,050
|
)
|
|
(8,913
|
)
|
||
Lease intangible assets, net
|
|
|
|
$
|
169,461
|
|
|
$
|
170,598
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||
Ground lease intangibles – above market
|
|
Other Liabilities
|
|
$
|
2,400
|
|
|
$
|
2,400
|
|
Retail lease intangibles – below market
|
|
Other Liabilities
|
|
5,270
|
|
|
5,270
|
|
||
Lease intangible liabilities
|
|
|
|
7,670
|
|
|
7,670
|
|
||
Accumulated amortization
|
|
|
|
(2,549
|
)
|
|
(2,258
|
)
|
||
Lease intangible liabilities, net
|
|
|
|
$
|
5,121
|
|
|
$
|
5,412
|
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ground lease intangibles
|
|
$
|
3,241
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
Retail lease intangibles
|
|
(705
|
)
|
|
(896
|
)
|
|
(540
|
)
|
|
(71
|
)
|
|
(71
|
)
|
|
(71
|
)
|
||||||
Total
|
|
$
|
2,536
|
|
|
$
|
3,425
|
|
|
$
|
3,781
|
|
|
$
|
4,250
|
|
|
$
|
4,250
|
|
|
$
|
4,250
|
|
|
|
Properties
|
|
Apartment Units
|
|
Purchase Price
|
||||
Land Parcel (one)
|
|
—
|
|
|
—
|
|
|
$
|
5,968
|
|
Total
|
|
—
|
|
|
—
|
|
|
$
|
5,968
|
|
|
|
Properties
|
|
Apartment Units
|
|
Sales Price
|
||||
Rental Properties
|
|
3
|
|
|
550
|
|
|
$
|
145,400
|
|
Total
|
|
3
|
|
|
550
|
|
|
$
|
145,400
|
|
5.
|
Commitments to Acquire/Dispose of Real Estate
|
|
|
Properties
|
|
Apartment Units
|
|
Purchase Price
|
||||
Land Parcels (three)
|
|
—
|
|
|
—
|
|
|
$
|
25,132
|
|
Total
|
|
—
|
|
|
—
|
|
|
$
|
25,132
|
|
|
|
Properties
|
|
Apartment Units
|
|
Sales Price
|
||||
Rental Properties
|
|
2
|
|
|
513
|
|
|
$
|
68,650
|
|
Land Parcel (one)
|
|
—
|
|
|
—
|
|
|
2,700
|
|
|
Total
|
|
2
|
|
|
513
|
|
|
$
|
71,350
|
|
|
Consolidated
|
|
Unconsolidated
|
||||||||||||||||
|
Development Projects
|
|
|
|
|
|
|
|
|
||||||||||
|
Held for
and/or Under Development |
|
Operating
|
|
Total
|
|
Operating
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total projects (1)
|
—
|
|
|
19
|
|
|
19
|
|
|
3
|
|
|
3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total apartment units (1)
|
—
|
|
|
3,771
|
|
|
3,771
|
|
|
1,281
|
|
|
1,281
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet information at 3/31/15 (at 100%):
|
|
|
|
|
|
|
|
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in real estate
|
$
|
347,809
|
|
|
$
|
684,686
|
|
|
$
|
1,032,495
|
|
|
$
|
290,077
|
|
|
$
|
290,077
|
|
Accumulated depreciation
|
(991
|
)
|
|
(200,002
|
)
|
|
(200,993
|
)
|
|
(21,388
|
)
|
|
(21,388
|
)
|
|||||
Investment in real estate, net
|
346,818
|
|
|
484,684
|
|
|
831,502
|
|
|
268,689
|
|
|
268,689
|
|
|||||
Cash and cash equivalents
|
—
|
|
|
13,775
|
|
|
13,775
|
|
|
7,598
|
|
|
7,598
|
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
51,363
|
|
|
51,363
|
|
|
—
|
|
|
—
|
|
|||||
Deposits – restricted
|
15,640
|
|
|
310
|
|
|
15,950
|
|
|
246
|
|
|
246
|
|
|||||
Deferred financing costs, net
|
—
|
|
|
2,052
|
|
|
2,052
|
|
|
7
|
|
|
7
|
|
|||||
Other assets
|
6,697
|
|
|
26,227
|
|
|
32,924
|
|
|
1,327
|
|
|
1,327
|
|
|||||
Total assets
|
$
|
369,155
|
|
|
$
|
578,411
|
|
|
$
|
947,566
|
|
|
$
|
277,867
|
|
|
$
|
277,867
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY/CAPITAL
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage notes payable (2)
|
$
|
—
|
|
|
$
|
360,567
|
|
|
$
|
360,567
|
|
|
$
|
175,276
|
|
|
$
|
175,276
|
|
Accounts payable & accrued expenses
|
8,731
|
|
|
3,188
|
|
|
11,919
|
|
|
389
|
|
|
389
|
|
|||||
Accrued interest payable
|
—
|
|
|
1,283
|
|
|
1,283
|
|
|
691
|
|
|
691
|
|
|||||
Other liabilities
|
257
|
|
|
576
|
|
|
833
|
|
|
834
|
|
|
834
|
|
|||||
Security deposits
|
150
|
|
|
1,976
|
|
|
2,126
|
|
|
531
|
|
|
531
|
|
|||||
Total liabilities
|
9,138
|
|
|
367,590
|
|
|
376,728
|
|
|
177,721
|
|
|
177,721
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling Interests – Partially Owned
Properties/Partners' equity |
117,350
|
|
|
5,311
|
|
|
122,661
|
|
|
90,878
|
|
|
90,878
|
|
|||||
Company equity/General and Limited
Partners' Capital |
242,667
|
|
|
205,510
|
|
|
448,177
|
|
|
9,268
|
|
|
9,268
|
|
|||||
Total equity/capital
|
360,017
|
|
|
210,821
|
|
|
570,838
|
|
|
100,146
|
|
|
100,146
|
|
|||||
Total liabilities and equity/capital
|
$
|
369,155
|
|
|
$
|
578,411
|
|
|
$
|
947,566
|
|
|
$
|
277,867
|
|
|
$
|
277,867
|
|
|
Consolidated
|
|
Unconsolidated
|
||||||||||||||||
|
Development Projects
|
|
|
|
|
|
|
|
|
||||||||||
|
Held for
and/or Under Development |
|
|
|
|
|
Operating
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
Operating
|
|
Total
|
|
|
Total
|
||||||||||||
Operating information for the quarter ended 3/31/15 (at 100%):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenue
|
$
|
250
|
|
|
$
|
22,688
|
|
|
$
|
22,938
|
|
|
$
|
7,813
|
|
|
$
|
7,813
|
|
Operating expenses
|
418
|
|
|
6,875
|
|
|
7,293
|
|
|
2,443
|
|
|
2,443
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net operating (loss) income
|
(168
|
)
|
|
15,813
|
|
|
15,645
|
|
|
5,370
|
|
|
5,370
|
|
|||||
Depreciation
|
991
|
|
|
5,520
|
|
|
6,511
|
|
|
3,076
|
|
|
3,076
|
|
|||||
General and administrative/other
|
—
|
|
|
15
|
|
|
15
|
|
|
56
|
|
|
56
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating (loss) income
|
(1,159
|
)
|
|
10,278
|
|
|
9,119
|
|
|
2,238
|
|
|
2,238
|
|
|||||
Interest and other income
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Other expenses
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest:
|
|
|
|
|
|
|
|
|
|
||||||||||
Expense incurred, net
|
—
|
|
|
(3,884
|
)
|
|
(3,884
|
)
|
|
(2,346
|
)
|
|
(2,346
|
)
|
|||||
Amortization of deferred financing costs
|
—
|
|
|
(89
|
)
|
|
(89
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income before income and other taxes and (loss)
from investments in unconsolidated entities |
(1,159
|
)
|
|
6,259
|
|
|
5,100
|
|
|
(109
|
)
|
|
(109
|
)
|
|||||
Income and other tax (expense) benefit
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|
(18
|
)
|
|
(18
|
)
|
|||||
(Loss) from investments in unconsolidated entities
|
—
|
|
|
(377
|
)
|
|
(377
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(1,159
|
)
|
|
$
|
5,847
|
|
|
$
|
4,688
|
|
|
$
|
(127
|
)
|
|
$
|
(127
|
)
|
(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.
|
Note:
|
The above tables exclude the Company's interests in unconsolidated joint ventures entered into with AvalonBay Communities, Inc. (“AVB”)in connection with the acquisition of certain real estate related assets from Archstone Enterprise LP (such assets are referred to herein as "Archstone"). These ventures own certain non-core Archstone assets that are held for sale and succeeded to certain residual Archstone liabilities/litigation, as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone subsidiaries. The preferred interests had an aggregate liquidation value of
$72.6 million
at
March 31, 2015
. The ventures are owned
60%
by the Company and
40%
by AVB.
|
•
|
Nexus Sawgrass – This development project was completed and stabilized during the quarter ended
September 30, 2014
. Total project costs were approximately
$78.6 million
and construction was 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
$48.6 million
; the loan bears interest at
5.60%
and matures
January 1, 2021
.
|
•
|
Domain – This development project was completed and stabilized during the quarter ended
March 31, 2015
. Total project costs were approximately
$155.8 million
and construction was 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
$96.8 million
; the loan bears interest at
5.75%
and matures
January 1, 2022
.
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Tax-deferred (1031) exchange proceeds
|
|
$
|
136,602
|
|
|
$
|
—
|
|
Earnest money on pending acquisitions
|
|
2,830
|
|
|
580
|
|
||
Restricted deposits on real estate investments
|
|
17,636
|
|
|
24,701
|
|
||
Resident security and utility deposits
|
|
46,225
|
|
|
46,516
|
|
||
Other
|
|
507
|
|
|
506
|
|
||
Totals
|
|
$
|
203,800
|
|
|
$
|
72,303
|
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Real estate taxes and insurance
|
|
$
|
2,691
|
|
|
$
|
2,235
|
|
Replacement reserves
|
|
3,490
|
|
|
3,431
|
|
||
Mortgage principal reserves/sinking funds
|
|
43,626
|
|
|
41,567
|
|
||
Other
|
|
852
|
|
|
852
|
|
||
Totals
|
|
$
|
50,659
|
|
|
$
|
48,085
|
|
▪
|
Repaid
$124.1 million
of mortgage loans.
|
9.
|
Derivative and Other Fair Value Instruments
|
•
|
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
Hedges (1) |
|
Forward
Starting Swaps (2) |
||||
Current Notional Balance
|
|
$
|
450,000
|
|
|
$
|
450,000
|
|
Lowest Possible Notional
|
|
$
|
450,000
|
|
|
$
|
450,000
|
|
Highest Possible Notional
|
|
$
|
450,000
|
|
|
$
|
450,000
|
|
Lowest Interest Rate
|
|
2.375
|
%
|
|
1.935
|
%
|
||
Highest Interest Rate
|
|
2.375
|
%
|
|
3.191
|
%
|
||
Earliest Maturity Date
|
|
2019
|
|
|
2025
|
|
||
Latest Maturity Date
|
|
2019
|
|
|
2025
|
|
(1)
|
Fair Value Hedges – Converts outstanding fixed rate unsecured notes (
$450.0 million
2.375%
notes due
July 1, 2019
) to a floating interest rate of 90-Day LIBOR plus
0.61%
.
|
(2)
|
Forward Starting Swaps – Designed to partially fix interest rates in advance of a planned future debt issuance. These swaps have mandatory counterparty terminations in 2016, and are targeted to 2015 issuances.
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
Balance Sheet
Location
|
|
3/31/2015
|
|
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
|
|
$
|
6,438
|
|
|
$
|
—
|
|
|
$
|
6,438
|
|
|
$
|
—
|
|
Forward Starting Swaps
|
|
Other Assets
|
|
454
|
|
|
—
|
|
|
454
|
|
|
—
|
|
||||
Supplemental Executive Retirement Plan
|
|
Other Assets
|
|
97,391
|
|
|
97,391
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
104,283
|
|
|
$
|
97,391
|
|
|
$
|
6,892
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward Starting Swaps
|
|
Other Liabilities
|
|
$
|
26,014
|
|
|
$
|
—
|
|
|
$
|
26,014
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Liabilities
|
|
97,391
|
|
|
97,391
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
123,405
|
|
|
$
|
97,391
|
|
|
$
|
26,014
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Partnership/Redeemable
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited Partners
|
|
Mezzanine
|
|
$
|
541,866
|
|
|
$
|
—
|
|
|
$
|
541,866
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
Balance Sheet
Location
|
|
12/31/2014
|
|
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
|
|
$
|
1,596
|
|
|
$
|
—
|
|
|
$
|
1,596
|
|
|
$
|
—
|
|
Forward Starting Swaps
|
|
Other Assets
|
|
332
|
|
|
—
|
|
|
332
|
|
|
—
|
|
||||
Supplemental Executive Retirement Plan
|
|
Other Assets
|
|
104,463
|
|
|
104,463
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
106,391
|
|
|
$
|
104,463
|
|
|
$
|
1,928
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward Starting Swaps
|
|
Other Liabilities
|
|
$
|
14,104
|
|
|
$
|
—
|
|
|
$
|
14,104
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
|
Other Liabilities
|
|
104,463
|
|
|
104,463
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
118,567
|
|
|
$
|
104,463
|
|
|
$
|
14,104
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Partnership/Redeemable
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited Partners
|
|
Mezzanine
|
|
$
|
500,733
|
|
|
$
|
—
|
|
|
$
|
500,733
|
|
|
$
|
—
|
|
March 31, 2015
Type of Fair Value Hedge
|
|
Location of
Gain/(Loss)
Recognized in
Income on
Derivative
|
|
Amount of
Gain/(Loss)
Recognized in
Income on
Derivative
|
|
Hedged Item
|
|
Income Statement
Location of
Hedged Item
Gain/(Loss)
|
|
Amount of
Gain/(Loss)
Recognized in
Income
on Hedged Item
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Swaps
|
|
Interest expense
|
|
$
|
4,842
|
|
|
Fixed rate debt
|
|
Interest expense
|
|
$
|
(4,842
|
)
|
Total
|
|
|
|
$
|
4,842
|
|
|
|
|
|
|
$
|
(4,842
|
)
|
March 31, 2014
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
|
|
N/A
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
|
$
|
—
|
|
Total
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
March 31, 2015
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
|
$
|
(11,788
|
)
|
|
Interest expense
|
|
$
|
(4,338
|
)
|
|
N/A
|
|
$
|
—
|
|
|
Total
|
|
$
|
(11,788
|
)
|
|
|
|
$
|
(4,338
|
)
|
|
|
|
$
|
—
|
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
March 31, 2014
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
|
|
$
|
(11,952
|
)
|
|
Interest expense
|
|
$
|
(4,129
|
)
|
|
N/A
|
|
$
|
—
|
|
Total
|
|
$
|
(11,952
|
)
|
|
|
|
$
|
(4,129
|
)
|
|
|
|
$
|
—
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Numerator for net income per share – basic:
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
190,020
|
|
|
$
|
81,680
|
|
Allocation to Noncontrolling Interests – Operating Partnership, net
|
|
(7,051
|
)
|
|
(3,053
|
)
|
||
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties
|
|
(643
|
)
|
|
(504
|
)
|
||
Preferred distributions
|
|
(891
|
)
|
|
(1,036
|
)
|
||
Premium on redemption of Preferred Shares
|
|
(2,789
|
)
|
|
—
|
|
||
Income from continuing operations available to Common Shares, net of Noncontrolling Interests
|
|
178,646
|
|
|
77,087
|
|
||
Discontinued operations, net of Noncontrolling Interests
|
|
196
|
|
|
1,012
|
|
||
Numerator for net income per share – basic
|
|
$
|
178,842
|
|
|
$
|
78,099
|
|
Numerator for net income per share – diluted:
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
190,020
|
|
|
$
|
81,680
|
|
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties
|
|
(643
|
)
|
|
(504
|
)
|
||
Preferred distributions
|
|
(891
|
)
|
|
(1,036
|
)
|
||
Premium on redemption of Preferred Shares
|
|
(2,789
|
)
|
|
—
|
|
||
Income from continuing operations available to Common Shares
|
|
185,697
|
|
|
80,140
|
|
||
Discontinued operations, net
|
|
204
|
|
|
1,052
|
|
||
Numerator for net income per share – diluted
|
|
$
|
185,901
|
|
|
$
|
81,192
|
|
Denominator for net income per share – basic and diluted:
|
|
|
|
|
||||
Denominator for net income per share – basic
|
|
363,098
|
|
|
360,470
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
OP Units
|
|
13,598
|
|
|
13,731
|
|
||
Long-term compensation shares/units
|
|
3,631
|
|
|
2,183
|
|
||
Denominator for net income per share – diluted
|
|
380,327
|
|
|
376,384
|
|
||
Net income per share – basic
|
|
$
|
0.49
|
|
|
$
|
0.22
|
|
Net income per share – diluted
|
|
$
|
0.49
|
|
|
$
|
0.22
|
|
Net income per share – basic:
|
|
|
|
|
||||
Income from continuing operations available to Common Shares, net of Noncontrolling Interests
|
|
$
|
0.492
|
|
|
$
|
0.214
|
|
Discontinued operations, net of Noncontrolling Interests
|
|
0.001
|
|
|
0.003
|
|
||
Net income per share – basic
|
|
$
|
0.493
|
|
|
$
|
0.217
|
|
Net income per share – diluted:
|
|
|
|
|
||||
Income from continuing operations available to Common Shares
|
|
$
|
0.488
|
|
|
$
|
0.213
|
|
Discontinued operations, net
|
|
0.001
|
|
|
0.003
|
|
||
Net income per share – diluted
|
|
$
|
0.489
|
|
|
$
|
0.216
|
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Numerator for net income per Unit – basic and diluted:
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
190,020
|
|
|
$
|
81,680
|
|
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties
|
|
(643
|
)
|
|
(504
|
)
|
||
Allocation to Preference Units
|
|
(891
|
)
|
|
(1,036
|
)
|
||
Allocation to premium on redemption of Preference Units
|
|
(2,789
|
)
|
|
—
|
|
||
Income from continuing operations available to Units
|
|
185,697
|
|
|
80,140
|
|
||
Discontinued operations, net
|
|
204
|
|
|
1,052
|
|
||
Numerator for net income per Unit – basic and diluted
|
|
$
|
185,901
|
|
|
$
|
81,192
|
|
Denominator for net income per Unit – basic and diluted:
|
|
|
|
|
||||
Denominator for net income per Unit – basic
|
|
376,696
|
|
|
374,201
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term
compensation shares/units |
|
3,631
|
|
|
2,183
|
|
||
Denominator for net income per Unit – diluted
|
|
380,327
|
|
|
376,384
|
|
||
Net income per Unit – basic
|
|
$
|
0.49
|
|
|
$
|
0.22
|
|
Net income per Unit – diluted
|
|
$
|
0.49
|
|
|
$
|
0.22
|
|
Net income per Unit – basic:
|
|
|
|
|
||||
Income from continuing operations available to Units
|
|
$
|
0.492
|
|
|
$
|
0.214
|
|
Discontinued operations, net
|
|
0.001
|
|
|
0.003
|
|
||
Net income per Unit – basic
|
|
$
|
0.493
|
|
|
$
|
0.217
|
|
Net income per Unit – diluted:
|
|
|
|
|
||||
Income from continuing operations available to Units
|
|
$
|
0.488
|
|
|
$
|
0.213
|
|
Discontinued operations, net
|
|
0.001
|
|
|
0.003
|
|
||
Net income per Unit – diluted
|
|
$
|
0.489
|
|
|
$
|
0.216
|
|
11.
|
Discontinued Operations
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
REVENUES
|
|
|
|
|
||||
Rental income
|
|
$
|
161
|
|
|
$
|
1,023
|
|
Total revenues
|
|
161
|
|
|
1,023
|
|
||
|
|
|
|
|
||||
EXPENSES (1)
|
|
|
|
|
||||
Property and maintenance
|
|
(67
|
)
|
|
48
|
|
||
Real estate taxes and insurance
|
|
52
|
|
|
13
|
|
||
General and administrative
|
|
6
|
|
|
5
|
|
||
Total expenses
|
|
(9
|
)
|
|
66
|
|
||
|
|
|
|
|
||||
Discontinued operating income
|
|
170
|
|
|
957
|
|
||
|
|
|
|
|
||||
Interest and other income
|
|
49
|
|
|
35
|
|
||
Income and other tax (expense) benefit
|
|
(15
|
)
|
|
(11
|
)
|
||
|
|
|
|
|
||||
Discontinued operations
|
|
204
|
|
|
981
|
|
||
Net gain on sales of discontinued operations
|
|
—
|
|
|
71
|
|
||
|
|
|
|
|
||||
Discontinued operations, net
|
|
$
|
204
|
|
|
$
|
1,052
|
|
(1)
|
Includes expenses paid in the current period for properties sold in prior periods related to the Company’s period of ownership.
|
12.
|
Commitments and Contingencies
|
13.
|
Reportable Segments
|
|
|
Quarter Ended March 31, 2015
|
|
Quarter Ended March 31, 2014
|
||||||||||||||||||||
|
|
Rental Income
|
|
Operating Expenses
|
|
NOI
|
|
Rental Income
|
|
Operating Expenses
|
|
NOI
|
||||||||||||
Same store (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Boston
|
|
$
|
64,033
|
|
|
$
|
22,541
|
|
|
$
|
41,492
|
|
|
$
|
61,907
|
|
|
$
|
22,129
|
|
|
$
|
39,778
|
|
Denver
|
|
28,997
|
|
|
7,460
|
|
|
21,537
|
|
|
26,612
|
|
|
7,461
|
|
|
19,151
|
|
||||||
New York
|
|
116,070
|
|
|
46,113
|
|
|
69,957
|
|
|
111,186
|
|
|
45,834
|
|
|
65,352
|
|
||||||
San Francisco
|
|
89,850
|
|
|
27,103
|
|
|
62,747
|
|
|
81,261
|
|
|
26,609
|
|
|
54,652
|
|
||||||
Seattle
|
|
40,390
|
|
|
12,667
|
|
|
27,723
|
|
|
37,621
|
|
|
12,734
|
|
|
24,887
|
|
||||||
South Florida
|
|
49,302
|
|
|
17,968
|
|
|
31,334
|
|
|
46,896
|
|
|
17,525
|
|
|
29,371
|
|
||||||
Southern California
|
|
105,193
|
|
|
34,126
|
|
|
71,067
|
|
|
99,776
|
|
|
33,545
|
|
|
66,231
|
|
||||||
Washington D.C.
|
|
112,627
|
|
|
38,539
|
|
|
74,088
|
|
|
111,804
|
|
|
37,809
|
|
|
73,995
|
|
||||||
Non-core
|
|
25,572
|
|
|
10,027
|
|
|
15,545
|
|
|
24,731
|
|
|
9,814
|
|
|
14,917
|
|
||||||
Total same store
|
|
632,034
|
|
|
216,544
|
|
|
415,490
|
|
|
601,794
|
|
|
213,460
|
|
|
388,334
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-same store/other (2) (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Boston
|
|
922
|
|
|
229
|
|
|
693
|
|
|
1,028
|
|
|
210
|
|
|
818
|
|
||||||
Seattle
|
|
4,579
|
|
|
1,298
|
|
|
3,281
|
|
|
107
|
|
|
146
|
|
|
(39
|
)
|
||||||
South Florida
|
|
1,932
|
|
|
675
|
|
|
1,257
|
|
|
803
|
|
|
454
|
|
|
349
|
|
||||||
Southern California
|
|
17,777
|
|
|
6,528
|
|
|
11,249
|
|
|
8,905
|
|
|
3,690
|
|
|
5,215
|
|
||||||
Washington D.C.
|
|
5,408
|
|
|
1,653
|
|
|
3,755
|
|
|
3,507
|
|
|
1,441
|
|
|
2,066
|
|
||||||
Other (3)
|
|
1,954
|
|
|
5,509
|
|
|
(3,555
|
)
|
|
14,581
|
|
|
10,377
|
|
|
4,204
|
|
||||||
Total non-same store/other
|
|
32,572
|
|
|
15,892
|
|
|
16,680
|
|
|
28,931
|
|
|
16,318
|
|
|
12,613
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
664,606
|
|
|
$
|
232,436
|
|
|
$
|
432,170
|
|
|
$
|
630,725
|
|
|
$
|
229,778
|
|
|
$
|
400,947
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2014, less properties subsequently sold, which represented
97,586
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after January 1, 2014, plus any properties in lease-up and not stabilized as of January 1, 2014.
|
(3)
|
Other includes development, other corporate operations and operations prior to sale for properties sold in 2014 and 2015 that do not meet the new discontinued operations criteria.
|
|
|
Quarter Ended March 31, 2015
|
||||||
|
|
Total Assets
|
|
Capital Expenditures
|
||||
Same store (1)
|
|
|
|
|
|
|
||
Boston
|
|
$
|
1,908,859
|
|
|
$
|
3,505
|
|
Denver
|
|
514,958
|
|
|
1,120
|
|
||
New York
|
|
4,637,217
|
|
|
3,797
|
|
||
San Francisco
|
|
2,700,366
|
|
|
5,638
|
|
||
Seattle
|
|
1,088,728
|
|
|
3,524
|
|
||
South Florida
|
|
1,126,085
|
|
|
2,942
|
|
||
Southern California
|
|
2,787,871
|
|
|
6,020
|
|
||
Washington D.C.
|
|
4,250,738
|
|
|
7,113
|
|
||
Non-core
|
|
405,017
|
|
|
1,649
|
|
||
Total same store
|
|
19,419,839
|
|
|
35,308
|
|
||
|
|
|
|
|
||||
Non-same store/other (2) (3)
|
|
|
|
|
||||
Boston
|
|
47,996
|
|
|
34
|
|
||
Seattle
|
|
231,258
|
|
|
466
|
|
||
South Florida
|
|
66,906
|
|
|
14
|
|
||
Southern California
|
|
845,902
|
|
|
1,163
|
|
||
Washington D.C.
|
|
242,360
|
|
|
1,143
|
|
||
Other (3)
|
|
2,174,787
|
|
|
42
|
|
||
Total non-same store/other
|
|
3,609,209
|
|
|
2,862
|
|
||
Total
|
|
$
|
23,029,048
|
|
|
$
|
38,170
|
|
(1)
|
Same store primarily includes all properties acquired or completed and stabilized prior to January 1, 2014, less properties subsequently sold, which represented
97,586
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after January 1, 2014, plus any properties in lease-up and not stabilized as of January 1, 2014.
|
(3)
|
Other includes development, other corporate operations and capital expenditures for properties sold.
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Rental income
|
|
$
|
664,606
|
|
|
$
|
630,725
|
|
Property and maintenance expense
|
|
(124,560
|
)
|
|
(125,566
|
)
|
||
Real estate taxes and insurance expense
|
|
(86,432
|
)
|
|
(82,094
|
)
|
||
Property management expense
|
|
(21,444
|
)
|
|
(22,118
|
)
|
||
Total operating expenses
|
|
(232,436
|
)
|
|
(229,778
|
)
|
||
Net operating income
|
|
$
|
432,170
|
|
|
$
|
400,947
|
|
14.
|
Subsequent Events/Other
|
•
|
Acquired
one
property consisting of
202
apartment units for
$130.3 million
;
|
•
|
Sold
one
property consisting of
314
apartment units for $
49.6 million
;
|
•
|
Sold a
193,230
square foot office building for approximately
$123.3 million
which is adjacent to our Longfellow Place property located in Boston and acquired in 1999; and
|
•
|
Repaid
$300.0 million
of
6.584%
unsecured notes at maturity.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
▪
|
We intend to actively acquire, develop and rehab 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 or higher than expected operating expenses. We may not be able to achieve rents that are consistent with expectations for acquired, developed or rehabbed properties. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position, to complete a development property or to complete a rehab. 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, governmental regulations, 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 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.
|
▪
|
Sold
three
consolidated apartment properties consisting of
550
apartments units for
$145.4 million
at a weighted average cap rate (see definition below) of
5.3%
generating an unlevered internal rate of return ("IRR"), inclusive of indirect management costs, of
11.9%
.
|
|
|
Quarter Ended
|
|||
|
|
March 31, 2015
|
|||
|
|
Properties
|
Apartment
Units |
||
Same Store Properties at December 31, 2014
|
|
365
|
|
97,911
|
|
2013 acquisitions, excluding Archstone
|
|
1
|
|
322
|
|
2015 dispositions
|
|
(3
|
)
|
(550
|
)
|
Lease-up properties stabilized
|
|
1
|
|
188
|
|
Properties removed from same store (1)
|
|
(1
|
)
|
(285
|
)
|
Same Store Properties at March 31, 2015
|
|
363
|
|
97,586
|
|
|
|
Quarter Ended
|
|||
|
|
March 31, 2015
|
|||
|
|
Properties
|
Apartment
Units |
||
Same Store
|
|
363
|
|
97,586
|
|
|
|
|
|
||
Non-Same Store:
|
|
|
|
||
2014 acquisitions
|
|
4
|
|
1,011
|
|
2014 acquisitions not yet stabilized (2)
|
|
2
|
|
342
|
|
2013 acquisitions not yet stabilized (2)
|
|
2
|
|
613
|
|
2013 acquisitions not managed by the Company (3)
|
|
3
|
|
853
|
|
2013 acquisitions not consolidated
|
|
1
|
|
336
|
|
Lease-up properties not yet stabilized (2)
|
|
10
|
|
2,703
|
|
Properties removed from same store (1)
|
|
1
|
|
285
|
|
Other
|
|
1
|
|
1
|
|
Total Non-Same Store
|
|
24
|
|
6,144
|
|
Military Housing (not consolidated)
|
|
2
|
|
5,063
|
|
Total Properties and Apartment Units
|
|
389
|
|
108,793
|
|
(1)
|
Represents one property containing 285 apartment units which was removed from the same store portfolio due to a major renovation in which significant portions of the property are being taken offline for extended time periods. As of March 31, 2015, the property had 74 apartment units removed from service and an occupancy of only 69.8%. This property will not return to the same store portfolio until it is stabilized for all of the current and comparable periods presented.
|
(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.
|
(3)
|
Includes three properties containing 853 apartment units acquired on February 27, 2013 in conjunction with the acquisition of Archstone that are owned by the Company but the entire projects are master leased to a third party corporate housing provider and the Company earns monthly net rental income.
|
First Quarter 2015 vs. First Quarter 2014
|
||||||||||||||||||
Same Store Operating Expenses for 97,586 Same Store Apartment Units
|
||||||||||||||||||
$ in thousands
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Actual
Q1 2015 |
|
Actual
Q1 2014 |
|
$
Change |
|
%
Change |
|
% of Actual
Q1 2015 Operating Expenses |
||||||||
Real estate taxes
|
|
$
|
75,356
|
|
|
$
|
71,697
|
|
|
$
|
3,659
|
|
|
5.1
|
%
|
|
34.8
|
%
|
On-site payroll (1)
|
|
45,491
|
|
|
43,684
|
|
|
1,807
|
|
|
4.1
|
%
|
|
21.0
|
%
|
|||
Utilities (2)
|
|
32,688
|
|
|
37,622
|
|
|
(4,934
|
)
|
|
(13.1
|
%)
|
|
15.1
|
%
|
|||
Repairs and maintenance (3)
|
|
26,334
|
|
|
24,218
|
|
|
2,116
|
|
|
8.7
|
%
|
|
12.2
|
%
|
|||
Property management costs (4)
|
|
18,961
|
|
|
18,054
|
|
|
907
|
|
|
5.0
|
%
|
|
8.7
|
%
|
|||
Insurance
|
|
5,405
|
|
|
6,050
|
|
|
(645
|
)
|
|
(10.7
|
%)
|
|
2.5
|
%
|
|||
Leasing and advertising
|
|
2,587
|
|
|
2,511
|
|
|
76
|
|
|
3.0
|
%
|
|
1.2
|
%
|
|||
Other on-site operating expenses (5)
|
|
9,722
|
|
|
9,624
|
|
|
98
|
|
|
1.0
|
%
|
|
4.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Same store operating expenses
|
|
$
|
216,544
|
|
|
$
|
213,460
|
|
|
$
|
3,084
|
|
|
1.4
|
%
|
|
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 March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(Amounts in thousands)
|
||||||
Operating income
|
|
$
|
218,171
|
|
|
$
|
199,259
|
|
Adjustments:
|
|
|
|
|
||||
Non-same store operating results
|
|
(16,680
|
)
|
|
(12,613
|
)
|
||
Fee and asset management revenue
|
|
(1,765
|
)
|
|
(2,717
|
)
|
||
Fee and asset management expense
|
|
1,321
|
|
|
1,662
|
|
||
Depreciation
|
|
194,521
|
|
|
185,167
|
|
||
General and administrative
|
|
19,922
|
|
|
17,576
|
|
||
Same store NOI
|
|
$
|
415,490
|
|
|
$
|
388,334
|
|
▪
|
Development and newly stabilized development properties in lease-up of $7.3 million;
|
▪
|
Operating properties acquired in 2014 of $4.4 million;
|
▪
|
Other miscellaneous properties (including three master-leased properties from the acquisition of Archstone) of $0.3 million; and
|
▪
|
Was partially offset by the lost NOI from 2014 and 2015 dispositions and a decrease in operating activities from other miscellaneous operations.
|
▪
|
Disposed of
three
consolidated properties, receiving net proceeds of approximately
$142.9 million
;
|
▪
|
Received approximately $19.0 million in distributions from the Residual JV as a result of the winddown/sale of remaining assets owned by the Residual JV and a partial litigation settlement received by the Residual JV; and
|
▪
|
Issued approximately
0.8 million
Common Shares related to share option exercises and ESPP purchases and received net proceeds of $34.1 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
one
land parcel for approximately
$6.7 million
;
|
▪
|
Invest
$146.2 million
primarily in development projects;
|
▪
|
Repay
$124.1 million
of mortgage loans; and
|
▪
|
Repurchase and retire 196,400 Series K Preferred Shares for total cash consideration of approximately $12.7 million, inclusive of $0.1 million of prorated dividends (See Note 3).
|
Debt Summary as of March 31, 2015
|
|||||||||||||
(Amounts in thousands)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||
|
|
Amounts (1)
|
|
% of Total
|
|
Weighted
Average Rates (1) |
|
Weighted
Average Maturities (years) |
|||||
Secured
|
|
$
|
4,957,876
|
|
|
45.7
|
%
|
|
4.13
|
%
|
|
7.4
|
|
Unsecured
|
|
5,901,632
|
|
|
54.3
|
%
|
|
4.68
|
%
|
|
7.2
|
|
|
Total
|
|
$
|
10,859,508
|
|
|
100.0
|
%
|
|
4.43
|
%
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
Secured – Conventional
|
|
$
|
4,221,811
|
|
|
38.9
|
%
|
|
4.73
|
%
|
|
5.8
|
|
Unsecured – Public
|
|
4,974,750
|
|
|
45.8
|
%
|
|
5.39
|
%
|
|
8.1
|
|
|
Fixed Rate Debt
|
|
9,196,561
|
|
|
84.7
|
%
|
|
5.08
|
%
|
|
7.1
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Floating Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
Secured – Conventional
|
|
7,985
|
|
|
0.1
|
%
|
|
0.11
|
%
|
|
18.8
|
|
|
Secured – Tax Exempt
|
|
728,080
|
|
|
6.7
|
%
|
|
0.63
|
%
|
|
16.0
|
|
|
Unsecured – Public (2)
|
|
456,056
|
|
|
4.2
|
%
|
|
0.89
|
%
|
|
4.3
|
|
|
Unsecured – Revolving Credit Facility
|
|
130,000
|
|
|
1.2
|
%
|
|
1.02
|
%
|
|
3.0
|
|
|
Unsecured – Commercial Paper Program
|
|
340,826
|
|
|
3.1
|
%
|
|
0.53
|
%
|
|
(3)
|
||
|
|
|
|
|
|
|
|
|
|||||
Floating Rate Debt
|
|
1,662,947
|
|
|
15.3
|
%
|
|
0.77
|
%
|
|
8.5
|
|
|
Total
|
|
$
|
10,859,508
|
|
|
100.0
|
%
|
|
4.43
|
%
|
|
7.3
|
|
(1)
|
Net of the effect of any derivative instruments. Weighted average rates are for the quarter ended
March 31, 2015
.
|
(2)
|
Fair value interest rate swaps convert the $450.0 million 2.375% notes due July 1, 2019 to a floating interest rate of 90-Day LIBOR plus 0.61%.
|
(3)
|
As of
March 31, 2015
, the weighted average maturity on the Company's outstanding commercial paper was 14 days.
|
Debt Maturity Schedule as of March 31, 2015
|
|||||||||||||||||||||
(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) |
|||||||||
2015
|
|
$
|
344,995
|
|
|
$
|
340,900
|
|
(2)
|
$
|
685,895
|
|
|
6.3
|
%
|
|
6.43
|
%
|
|
3.53
|
%
|
2016
|
|
1,132,141
|
|
|
—
|
|
|
1,132,141
|
|
|
10.4
|
%
|
|
5.31
|
%
|
|
5.31
|
%
|
|||
2017
|
|
1,346,252
|
|
|
456
|
|
|
1,346,708
|
|
|
12.4
|
%
|
|
6.16
|
%
|
|
6.16
|
%
|
|||
2018
|
|
83,854
|
|
|
227,659
|
|
(3)
|
311,513
|
|
|
2.9
|
%
|
|
5.61
|
%
|
|
2.17
|
%
|
|||
2019
|
|
806,113
|
|
|
477,204
|
|
|
1,283,317
|
|
|
11.8
|
%
|
|
5.48
|
%
|
|
3.75
|
%
|
|||
2020
|
|
1,678,020
|
|
|
809
|
|
|
1,678,829
|
|
|
15.5
|
%
|
|
5.49
|
%
|
|
5.49
|
%
|
|||
2021
|
|
1,194,624
|
|
|
856
|
|
|
1,195,480
|
|
|
11.0
|
%
|
|
4.63
|
%
|
|
4.63
|
%
|
|||
2022
|
|
228,273
|
|
|
905
|
|
|
229,178
|
|
|
2.1
|
%
|
|
3.16
|
%
|
|
3.17
|
%
|
|||
2023
|
|
1,331,497
|
|
|
956
|
|
|
1,332,453
|
|
|
12.3
|
%
|
|
3.74
|
%
|
|
3.74
|
%
|
|||
2024
|
|
2,497
|
|
|
1,011
|
|
|
3,508
|
|
|
0.0
|
%
|
|
4.97
|
%
|
|
5.14
|
%
|
|||
2025+
|
|
1,022,417
|
|
|
673,977
|
|
|
1,696,394
|
|
|
15.6
|
%
|
|
4.97
|
%
|
|
3.16
|
%
|
|||
Premium/(Discount)
|
|
25,878
|
|
|
(61,786
|
)
|
|
(35,908
|
)
|
|
(0.3
|
%)
|
|
N/A
|
|
|
N/A
|
|
|||
Total
|
|
$
|
9,196,561
|
|
|
$
|
1,662,947
|
|
|
$
|
10,859,508
|
|
|
100.0
|
%
|
|
5.12
|
%
|
|
4.41
|
%
|
(1)
|
Net of the effect of any derivative instruments. Weighted average rates are as of
March 31, 2015
.
|
(2)
|
Represents the principal outstanding on the Company's unsecured commercial paper program. The Company may borrow up to a maximum of
$500.0 million
on the program subject to market conditions.
|
(3)
|
Includes
$130.0 million
outstanding on the Company's unsecured revolving credit facility. As of
March 31, 2015
, there was approximately
$1.986 billion
available on this facility (net of
$43.3 million
which was restricted/dedicated to support letters of credit, net of the
$130.0 million
outstanding on the revolving credit facility and net of
$340.9 million
outstanding on the commercial paper program).
|
Unsecured Debt Summary as of March 31, 2015
|
|||||||||||||||||
(Amounts in thousands)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Coupon
Rate |
|
Due
Date |
|
|
Face
Amount |
|
Unamortized
Premium/ (Discount) |
|
Net
Balance |
||||||
Fixed Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
6.584%
|
|
04/13/15
|
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
|
5.125%
|
|
03/15/16
|
|
|
500,000
|
|
|
(49
|
)
|
|
499,951
|
|
|||
|
|
5.375%
|
|
08/01/16
|
|
|
400,000
|
|
|
(247
|
)
|
|
399,753
|
|
|||
|
|
5.750%
|
|
06/15/17
|
|
|
650,000
|
|
|
(1,144
|
)
|
|
648,856
|
|
|||
|
|
7.125%
|
|
10/15/17
|
|
|
150,000
|
|
|
(165
|
)
|
|
149,835
|
|
|||
|
|
2.375%
|
|
07/01/19
|
(1)
|
|
450,000
|
|
|
(382
|
)
|
|
449,618
|
|
|||
Fair Value Derivative Adjustments
|
|
|
|
|
(1)
|
|
(450,000
|
)
|
|
382
|
|
|
(449,618
|
)
|
|||
|
|
4.750%
|
|
07/15/20
|
|
|
600,000
|
|
|
(2,404
|
)
|
|
597,596
|
|
|||
|
|
4.625%
|
|
12/15/21
|
|
|
1,000,000
|
|
|
(2,540
|
)
|
|
997,460
|
|
|||
|
|
3.000%
|
|
04/15/23
|
|
|
500,000
|
|
|
(3,560
|
)
|
|
496,440
|
|
|||
|
|
7.570%
|
|
08/15/26
|
|
|
140,000
|
|
|
—
|
|
|
140,000
|
|
|||
|
|
4.500%
|
|
07/01/44
|
|
|
750,000
|
|
|
(5,141
|
)
|
|
744,859
|
|
|||
|
|
|
|
|
|
|
4,990,000
|
|
|
(15,250
|
)
|
|
4,974,750
|
|
|||
Floating Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
07/01/19
|
(1)
|
|
450,000
|
|
|
(382
|
)
|
|
449,618
|
|
|||
Fair Value Derivative Adjustments
|
|
|
|
07/01/19
|
(1)
|
|
6,438
|
|
|
—
|
|
|
6,438
|
|
|||
|
|
|
|
|
|
|
456,438
|
|
|
(382
|
)
|
|
456,056
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Line of Credit and Commercial Paper:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revolving Credit Facility
|
|
LIBOR+1.05%
|
|
04/01/18
|
(2)(3)
|
|
130,000
|
|
|
—
|
|
|
130,000
|
|
|||
Commercial Paper Program
|
|
(4)
|
|
(4)
|
(2)
|
|
340,900
|
|
|
(74
|
)
|
|
340,826
|
|
|||
|
|
|
|
|
|
|
470,900
|
|
|
(74
|
)
|
|
470,826
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Unsecured Debt
|
|
|
|
|
|
|
$
|
5,917,338
|
|
|
$
|
(15,706
|
)
|
|
$
|
5,901,632
|
|
(1)
|
Fair value interest rate swaps convert the $450.0 million 2.375% notes due July 1, 2019 to a floating interest rate of 90-Day LIBOR plus 0.61%.
|
(2)
|
Facility/program is private. All other unsecured debt is public.
|
(3)
|
Represents the Company's $2.5 billion unsecured revolving credit facility maturing April 1, 2018. The interest rate on advances under the credit facility will generally be LIBOR plus a spread (1.05% as of
March 31, 2015
) 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
March 31, 2015
, there was approximately
$1.986 billion
available on this facility (net of
$43.3 million
which was restricted/dedicated to support letters of credit, net of the
$130.0 million
outstanding on the revolving credit facility and net of
$340.9 million
outstanding on the commercial paper program).
|
(4)
|
Represents the Company's unsecured commercial paper program. The Company may borrow up to a maximum of
$500.0 million
on this program subject to market conditions. The notes bear interest at various floating rates with a weighted average of
0.53%
for the quarter ended
March 31, 2015
and a weighted average maturity of
14
days as of
March 31, 2015
.
|
Equity Residential
|
|||||||||||||||||
Capital Structure as of March 31, 2015
|
|||||||||||||||||
(Amounts in thousands except for share/unit and per share amounts)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Secured Debt
|
|
|
|
|
|
$
|
4,957,876
|
|
|
45.7
|
%
|
|
|
||||
Unsecured Debt
|
|
|
|
|
|
5,901,632
|
|
|
54.3
|
%
|
|
|
|||||
Total Debt
|
|
|
|
|
|
10,859,508
|
|
|
100.0
|
%
|
|
26.9
|
%
|
||||
Common Shares (includes Restricted Shares)
|
|
363,968,420
|
|
|
96.2
|
%
|
|
|
|
|
|
|
|||||
Units (includes OP Units and Restricted Units)
|
|
14,477,945
|
|
|
3.8
|
%
|
|
|
|
|
|
|
|||||
Total Shares and Units
|
|
378,446,365
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|||||
Common Share Price at March 31, 2015
|
|
$
|
77.86
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
29,465,834
|
|
|
99.9
|
%
|
|
|
|||||
Perpetual Preferred Equity (see below)
|
|
|
|
|
|
40,180
|
|
|
0.1
|
%
|
|
|
|||||
Total Equity
|
|
|
|
|
|
29,506,014
|
|
|
100.0
|
%
|
|
73.1
|
%
|
||||
Total Market Capitalization
|
|
|
|
|
|
$
|
40,365,522
|
|
|
|
|
100.0
|
%
|
Equity Residential
|
|||||||||||||||||
Perpetual Preferred Equity as of March 31, 2015
|
|||||||||||||||||
(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 (1)
|
|
12/10/26
|
|
803,600
|
|
|
$
|
40,180
|
|
|
$
|
4.145
|
|
|
$
|
3,331
|
|
Total Perpetual Preferred Equity
|
|
|
|
803,600
|
|
|
$
|
40,180
|
|
|
|
|
$
|
3,331
|
|
(1)
|
Effective January 26, 2015, the Company repurchased and retired
196,400
Series K Preferred Shares with a par value of
$9.82 million
for total cash consideration of approximately
$12.7 million
. As a result of this partial redemption, the Company incurred a cash charge of approximately
$2.8 million
which was recorded as a premium on the redemption of Preferred Shares.
|
ERP Operating Limited Partnership
|
||||||||||||||
Capital Structure as of March 31, 2015
|
||||||||||||||
(Amounts in thousands except for unit and per unit amounts)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||
Secured Debt
|
|
|
|
$
|
4,957,876
|
|
|
45.7
|
%
|
|
|
|||
Unsecured Debt
|
|
|
|
5,901,632
|
|
|
54.3
|
%
|
|
|
||||
Total Debt
|
|
|
|
10,859,508
|
|
|
100.0
|
%
|
|
26.9
|
%
|
|||
Total outstanding Units
|
|
378,446,365
|
|
|
|
|
|
|
|
|||||
Common Share Price at March 31, 2015
|
|
$
|
77.86
|
|
|
|
|
|
|
|
||||
|
|
|
|
29,465,834
|
|
|
99.9
|
%
|
|
|
||||
Perpetual Preference Units (see below)
|
|
|
|
40,180
|
|
|
0.1
|
%
|
|
|
||||
Total Equity
|
|
|
|
29,506,014
|
|
|
100.0
|
%
|
|
73.1
|
%
|
|||
Total Market Capitalization
|
|
|
|
$
|
40,365,522
|
|
|
|
|
100.0
|
%
|
ERP Operating Limited Partnership
|
|||||||||||||||||
Perpetual Preference Units as of March 31, 2015
|
|||||||||||||||||
(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 (1)
|
|
12/10/26
|
|
803,600
|
|
|
$
|
40,180
|
|
|
$
|
4.145
|
|
|
$
|
3,331
|
|
Total Perpetual Preference Units
|
|
|
|
803,600
|
|
|
$
|
40,180
|
|
|
|
|
$
|
3,331
|
|
(1)
|
Effective January 26, 2015, the Operating Partnership repurchased and retired
196,400
Series K Preference Units with a par value of
$9.82 million
for total cash consideration of approximately
$12.7 million
, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares. As a result of this partial redemption, the Operating Partnership incurred a cash charge of approximately
$2.8 million
which was recorded as a premium on the redemption of Preference Units.
|
▪
|
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 Quarter Ended March 31, 2015
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Total
Apartment Units (1) |
|
Replacements
(2) |
|
Avg. Per
Apartment Unit |
|
Building
Improvements (3) |
|
Avg. Per
Apartment Unit |
|
Total
|
|
Avg. Per
Apartment Unit |
|||||||||||||
Same Store Properties (4)
|
|
97,586
|
|
|
$
|
21,633
|
|
|
$
|
222
|
|
|
$
|
13,675
|
|
|
$
|
140
|
|
|
$
|
35,308
|
|
|
$
|
362
|
|
Non-Same Store Properties (5)
|
|
4,863
|
|
|
67
|
|
|
14
|
|
|
2,753
|
|
|
577
|
|
|
2,820
|
|
|
591
|
|
||||||
Other (6)
|
|
—
|
|
|
23
|
|
|
|
|
19
|
|
|
|
|
42
|
|
|
|
|||||||||
Total
|
|
102,449
|
|
|
$
|
21,723
|
|
|
|
|
$
|
16,447
|
|
|
|
|
$
|
38,170
|
|
|
|
(1)
|
Total Apartment Units – Excludes 1,281 unconsolidated apartment units and 5,063 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 $13.1 million spent in the first quarter of 2015 on apartment unit renovations/rehabs (primarily kitchens and baths) on 1,432 same store apartment units (equating to approximately $9,100 per apartment unit rehabbed) designed to reposition these assets for higher rental levels in their respective markets.
|
(3)
|
Building Improvements – Includes roof replacement, paving, amenities and common areas, building mechanical equipment systems, exterior painting and siding, major landscaping, vehicles and office and maintenance equipment.
|
(4)
|
Same Store Properties – Primarily includes all properties acquired or completed and stabilized prior to January 1, 2014, less properties subsequently sold.
|
(5)
|
Non-Same Store Properties – Primarily includes all properties acquired during 2014 and 2015, plus any properties in lease-up and not stabilized as of January 1, 2014. Per apartment unit amounts are based on a weighted average of 4,775 apartment units.
|
(6)
|
Other – Primarily includes expenditures for properties sold and properties under development.
|
•
|
Nexus Sawgrass – This development project was completed and stabilized during the quarter ended
September 30, 2014
. Total project costs were approximately
$78.6 million
and construction was 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
$48.6 million
; the loan bears interest at
5.60%
and matures
January 1, 2021
.
|
•
|
Domain – This development project was completed and stabilized during the quarter ended
March 31, 2015
. Total project costs were approximately
$155.8 million
and construction was 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
$96.8 million
; the loan bears interest at
5.75%
and matures
January 1, 2022
.
|
Funds From Operations and Normalized Funds From Operations
|
||||||||
(Amounts in thousands)
|
||||||||
|
|
|
|
|
||||
|
|
Quarter Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Net income
|
|
$
|
190,224
|
|
|
$
|
82,732
|
|
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties
|
|
(643
|
)
|
|
(504
|
)
|
||
Preferred/preference distributions
|
|
(891
|
)
|
|
(1,036
|
)
|
||
Premium on redemption of Preferred Shares/Preference Units
|
|
(2,789
|
)
|
|
—
|
|
||
Net income available to Common Shares and Units / Units
|
|
185,901
|
|
|
81,192
|
|
||
|
|
|
|
|
||||
Adjustments:
|
|
|
|
|
||||
Depreciation
|
|
194,521
|
|
|
185,167
|
|
||
Depreciation – Non-real estate additions
|
|
(1,261
|
)
|
|
(1,188
|
)
|
||
Depreciation – Partially Owned Properties
|
|
(1,079
|
)
|
|
(1,068
|
)
|
||
Depreciation – Unconsolidated Properties
|
|
1,228
|
|
|
1,603
|
|
||
Net (gain) on sales of real estate properties
|
|
(79,951
|
)
|
|
—
|
|
||
Discontinued operations:
|
|
|
|
|
||||
Net (gain) on sales of discontinued operations
|
|
—
|
|
|
(71
|
)
|
||
FFO available to Common Shares and Units / Units (1) (3) (4)
|
|
299,359
|
|
|
265,635
|
|
||
Adjustments:
|
|
|
|
|
||||
Asset impairment and valuation allowances
|
|
—
|
|
|
—
|
|
||
Property acquisition costs and write-off of pursuit costs
|
|
(4,825
|
)
|
|
474
|
|
||
Debt extinguishment (gains) losses, including prepayment penalties, preferred
|
|
|
|
|
||||
share/preference unit redemptions and non-cash convertible debt discounts
|
|
1,473
|
|
|
—
|
|
||
(Gains) losses on sales of non-operating assets, net of income and other tax expense (benefit)
|
|
1,658
|
|
|
9
|
|
||
Other miscellaneous non-comparable items
|
|
1,337
|
|
|
(463
|
)
|
||
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)
|
|
$
|
299,002
|
|
|
$
|
265,655
|
|
|
|
|
|
|
||||
FFO (1) (3)
|
|
$
|
303,039
|
|
|
$
|
266,671
|
|
Preferred/preference distributions
|
|
(891
|
)
|
|
(1,036
|
)
|
||
Premium on redemption of Preferred Shares/Preference Units
|
|
(2,789
|
)
|
|
—
|
|
||
FFO available to Common Shares and Units / Units (1) (3) (4)
|
|
$
|
299,359
|
|
|
$
|
265,635
|
|
|
|
|
|
|
||||
Normalized FFO (2) (3)
|
|
$
|
299,893
|
|
|
$
|
266,691
|
|
Preferred/preference distributions
|
|
(891
|
)
|
|
(1,036
|
)
|
||
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)
|
|
$
|
299,002
|
|
|
$
|
265,655
|
|
(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
|
(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:
|
May 6, 2015
|
|
By:
|
|
/s/ Mark J. Parrell
|
|
|
|
|
|
Mark J. Parrell
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
||
|
|
|
|
||
Date:
|
May 6, 2015
|
|
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:
|
May 6, 2015
|
|
By:
|
|
/s/ Mark J. Parrell
|
|
|
|
|
|
Mark J. Parrell
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
||
|
|
|
|
||
Date:
|
May 6, 2015
|
|
By:
|
|
/s/ Ian S. Kaufman
|
|
|
|
|
|
Ian S. Kaufman
|
|
|
|
|
|
Senior Vice President and
Chief Accounting Officer
|
|
|
|
|
|
(Principal Accounting Officer)
|
Exhibit
|
|
Description
|
|
Location
|
|
|
|
|
|
10.1*
|
|
Form of 2015 Performance Award Agreement.
|
|
Attached herein.
|
|
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Combined Fixed Charges.
|
|
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 March 31, 2015, 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.
|
Performance Metrics
|
The Company’s TSR
|
|
Percentage of 25% Earned
*
|
< 4%
|
|
0%
|
4% (“threshold”)
|
|
50%
|
8% (“target”)
|
|
100%
|
12% or > (“maximum”)
|
|
200%
|
EQR Relative TSR Rank
to Companies in the Apartment Index
*
|
Percentage of 50% Earned
**
|
<25th percentile
|
0%
|
25th percentile (“threshold”)
|
50%
|
50th percentile (“target”)
|
100%
|
80th percentile or > (“maximum”)
|
200%
|
*
|
Calculated pursuant to the method known as the “Continuous Percentile Rank Calculation” which interpolates the Company’s rank in relation to the peers that perform just above and below the Company.
Schedule B
sets forth further details on this calculation.
|
**
|
For results between threshold and target, or between target and maximum, the percentage of 50% of the target Award earned shall be based on interpolation.
|
EQR Relative TSR Rank
to Companies in the REIT Index
*
|
Percentage of 25% Earned
**
|
<25th percentile
|
0%
|
25th percentile (“threshold”)
|
50%
|
50th percentile (“target”)
|
100%
|
80th percentile or > (“maximum”)
|
200%
|
*
|
Calculated pursuant to the method known as the “Discrete Percentile Rank Calculation” which ranks the Company against its peers in an evenly stacked fashion, placing the top performer at the 100th percentile and the bottom performer at the zero percentile, with evenly spaced percentiles.
Schedule B
sets forth further detail on this calculation.
|
**
|
For results between threshold and target, or between target and maximum, the percentage of 25% of the target Award earned shall be based on interpolation.
|
(i)
|
Beginning Share Price: $77.68 which is the average closing price of a common share of Equity Residential over the first 20 trading days of the Performance Period.
|
(ii)
|
Ending Share Price: average closing price of a common share of Equity Residential over the last 20 trading days of the Performance Period, except as set forth in the Change in Control provisions of Section 3.
|
(iii)
|
Dividends are reinvested in additional common shares of Equity Residential on the ex-dividend date for such dividend at the closing price of a common share of Equity Residential.
|
Name of Grantee
|
|
Target number of Restricted Units
|
_______
200% of this target number, or _______ Restricted Units, will be issued, subject to true up at end of Performance Period
|
Target number of Restricted Shares
|
________
|
Performance Period
|
January 1, 2015 to December 31, 2017
|
Formula:
|
P%
peer
|
=
|
1
|
-
|
(R - 1)
|
(N - 1)
|
P%
company
|
=
|
P%
a
|
+
|
(P%
b
- P%
a
)
|
x
|
(TSR
a
- TSR
company
)
|
(TSR
a
- TSR
b
)
|
Formula:
|
P%
|
=
|
1
|
-
|
(R - 1)
|
(N - 1)
|
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Computation of Ratio of Earnings to Combined Fixed Charges
($ in thousands)
|
||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||
|
Quarter Ended March 31,
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
Income (loss) from continuing operations
|
$
|
190,020
|
|
|
$
|
81,680
|
|
|
$
|
657,101
|
|
|
$
|
(168,174
|
)
|
|
$
|
160,298
|
|
|
$
|
(72,941
|
)
|
|
$
|
(204,152
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest expense incurred, net
|
108,622
|
|
|
113,049
|
|
|
457,191
|
|
|
586,854
|
|
|
455,236
|
|
|
460,172
|
|
|
455,692
|
|
||||||||
Amortization of deferred financing costs
|
2,589
|
|
|
2,792
|
|
|
11,088
|
|
|
22,197
|
|
|
21,295
|
|
|
16,616
|
|
|
9,412
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earnings before combined fixed charges and preferred distributions
|
301,231
|
|
|
197,521
|
|
|
1,125,380
|
|
|
440,877
|
|
|
636,829
|
|
|
403,847
|
|
|
260,952
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Preferred Share/Preference Unit distributions
|
(891
|
)
|
|
(1,036
|
)
|
|
(4,145
|
)
|
|
(4,145
|
)
|
|
(10,355
|
)
|
|
(13,865
|
)
|
|
(14,368
|
)
|
||||||||
Premium on redemption of Preferred Shares/Preference Units
|
(2,789
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,152
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earnings before combined fixed charges
|
$
|
297,551
|
|
|
$
|
196,485
|
|
|
$
|
1,121,235
|
|
|
$
|
436,732
|
|
|
$
|
621,322
|
|
|
$
|
389,982
|
|
|
$
|
246,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest expense incurred, net
|
$
|
108,622
|
|
|
$
|
113,049
|
|
|
$
|
457,191
|
|
|
$
|
586,854
|
|
|
$
|
455,236
|
|
|
$
|
460,172
|
|
|
$
|
455,692
|
|
|
Amortization of deferred financing costs
|
2,589
|
|
|
2,792
|
|
|
11,088
|
|
|
22,197
|
|
|
21,295
|
|
|
16,616
|
|
|
9,412
|
|
||||||||
Interest capitalized for real estate and unconsolidated entities under development
|
15,313
|
|
|
12,792
|
|
|
52,782
|
|
|
47,321
|
|
|
22,509
|
|
|
9,108
|
|
|
13,008
|
|
||||||||
Amortization of deferred financing costs for real estate under development
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
2,768
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total combined fixed charges
|
126,524
|
|
|
128,633
|
|
|
521,061
|
|
|
656,524
|
|
|
499,040
|
|
|
485,896
|
|
|
480,880
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Preferred Share/Preference Unit distributions
|
891
|
|
|
1,036
|
|
|
4,145
|
|
|
4,145
|
|
|
10,355
|
|
|
13,865
|
|
|
14,368
|
|
||||||||
Premium on redemption of Preferred Shares/Preference Units
|
2,789
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,152
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total combined fixed charges and preferred distributions
|
$
|
130,204
|
|
|
$
|
129,669
|
|
|
$
|
525,206
|
|
|
$
|
660,669
|
|
|
$
|
514,547
|
|
|
$
|
499,761
|
|
|
$
|
495,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ratio of earnings before combined fixed charges to total combined
fixed charges (1)
|
2.35
|
|
|
1.53
|
|
|
2.15
|
|
|
—
|
|
|
1.25
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ratio of earnings before combined fixed charges and preferred
distributions to total combined fixed charges and preferred
distributions (1)
|
2.31
|
|
|
1.52
|
|
|
2.14
|
|
|
—
|
|
|
1.24
|
|
|
—
|
|
|
—
|
|
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.
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/s/ David J. Neithercut
|
|
David J. Neithercut
|
|
Chief Executive Officer
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1.
|
I have reviewed this quarterly report on Form 10-Q of Equity Residential;
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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;
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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
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ David J. Neithercut
|
David J. Neithercut
|
Chief Executive Officer
|
May 6, 2015
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Mark J. Parrell
|
Mark J. Parrell
|
Chief Financial Officer
|
May 6, 2015
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|