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)
|
Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential)
|
New York Stock Exchange
|
7.57% Notes due August 15, 2026 (ERP Operating Limited Partnership)
|
New York Stock Exchange
|
(Title of each class)
|
(Name of each exchange on which registered)
|
Equity Residential Yes
x
No
¨
|
ERP Operating Limited Partnership Yes
x
No
o
|
Equity Residential Yes
¨
No
x
|
ERP Operating Limited Partnership Yes
¨
No
x
|
Equity Residential Yes
x
No
¨
|
ERP Operating Limited Partnership Yes
x
No
¨
|
Equity Residential Yes
x
No
¨
|
ERP Operating Limited Partnership Yes
x
No
¨
|
Equity Residential
x
|
ERP Operating Limited Partnership
x
|
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
|
PART I.
|
|
|
|
Item 1.
|
|
||
Item 1A.
|
|
||
Item 1B.
|
|
||
Item 2.
|
|
||
Item 3.
|
|
||
Item 4.
|
|
||
PART II.
|
|
|
|
Item 5.
|
|
|
|
Item 6.
|
|
||
Item 7.
|
|
||
Item 7A.
|
|
||
Item 8.
|
|
||
Item 9.
|
|
||
Item 9A.
|
|
||
Item 9B.
|
|
||
PART III.
|
|
|
|
Item 10.
|
|
||
Item 11.
|
|
||
Item 12.
|
|
||
Item 13.
|
|
||
Item 14.
|
|
||
PART IV.
|
|
|
|
Item 15.
|
|
||
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
Properties
|
|
Apartment Units
|
||
Wholly Owned Properties
|
|
280
|
|
|
72,445
|
|
Master-Leased Properties – Consolidated
|
|
3
|
|
|
853
|
|
Partially Owned Properties – Consolidated
|
|
17
|
|
|
3,215
|
|
Partially Owned Properties – Unconsolidated
|
|
2
|
|
|
945
|
|
|
|
302
|
|
|
77,458
|
|
▪
|
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 and high-density suburban locations with an attractive quality of life leading to high resident demand and retention;
|
▪
|
Favorable demographics contributing to a larger pool of target residents with a high propensity to rent apartments; and
|
▪
|
Higher barriers to entry where, because of land scarcity or government regulation, it is typically more difficult or costly to build new apartment properties, creating limits on new supply.
|
•
|
The Company repaid
$440.8 million
of
6.256%
mortgage debt held in a Fannie Mae loan pool maturing in
2017
and incurred a prepayment penalty of approximately
$29.3 million
;
|
•
|
The Company repaid
$65.5 million
of various tax-exempt mortgage bonds maturing in
2026
through
2037
and incurred a prepayment penalty of approximately
$0.2 million
|
•
|
The Company repaid
$75.9 million
of conventional fixed-rate mortgage loans and incurred prepayment penalties of approximately
$2.2 million
;
|
•
|
The Company repaid
$0.9 million
of conventional floating-rate mortgage loans;
|
•
|
The Company repaid
$8.5 million
of scheduled principal repayments on various mortgage debt;
|
•
|
The Company assumed
$43.4 million
of mortgage debt on
one
acquired property;
|
•
|
The Company repaid
$228.9 million
of
5.125%
unsecured notes maturing in
2016
and incurred a prepayment penalty of approximately
$1.4 million
and repaid the remaining
$271.1 million
of
5.125%
unsecured notes at maturity;
|
•
|
The Company repaid
$400.0 million
of
5.375%
unsecured notes maturing in
2016
and incurred a prepayment penalty of approximately
$9.5 million
;
|
•
|
The Company repaid
$255.9 million
of
5.750%
unsecured notes maturing in
2017
and incurred a prepayment penalty of approximately
$16.5 million
;
|
•
|
The Company repaid
$46.1 million
of
7.125%
unsecured notes maturing in
2017
and incurred a prepayment penalty of approximately
$4.6 million
;
|
•
|
The Company repaid
$250.0 million
of
4.625%
unsecured notes maturing in
2021
and incurred a prepayment penalty of approximately
$31.6 million
;
|
•
|
The Company repaid
$48.0 million
of
7.570%
unsecured notes maturing in
2026
and incurred a prepayment penalty of approximately
$19.3 million
;
|
•
|
The Company issued
$500.0 million
of ten-year
2.85%
fixed rate public notes, receiving net proceeds of
$496.7 million
before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of approximately
3.10%
after termination of a forward starting swap in conjunction with the issuance (see Note 9 in the Notes to Consolidated Financial Statements for further discussion);
|
•
|
The Company issued 815,044 Common Shares pursuant to its Share Incentive Plans and received net proceeds of approximately $35.8 million; and
|
•
|
The Company issued 63,909 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $3.7 million.
|
•
|
The Company repaid $368.5 million of mortgage debt;
|
•
|
The Company repaid $300.0 million of 6.584% unsecured notes at maturity;
|
•
|
The Company issued $450.0 million of ten-year 3.375% fixed rate public notes, receiving net proceeds of $447.5 million before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of 3.81% after termination of various forward starting swaps in conjunction with the issuance (see Note 9 in the Notes to Consolidated Financial Statements for further discussion);
|
•
|
The Company issued $300.0 million of thirty-year 4.50% fixed rate public notes, receiving net proceeds of $298.9 million before underwriting fees and other expenses, at an all-in effective interest rate of 4.55%;
|
•
|
The Company issued 1,456,363 Common Shares pursuant to its Share Incentive Plans and received net proceeds of approximately $59.5 million;
|
•
|
The Company issued 68,462 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $4.4 million; and
|
•
|
The Company repurchased and retired 254,400 of its Series K Cumulative Redeemable Preferred Shares with a par value of $12.7 million for total cash consideration of approximately $16.3 million inclusive of premiums and accrued dividends through the redemption date.
|
•
|
The Company assumed $28.9 million of mortgage debt on one property;
|
•
|
The Company repaid $100.7 million of mortgage debt;
|
•
|
The Company repaid $500.0 million of 5.250% unsecured notes at maturity;
|
•
|
The Company repaid its $750.0 million unsecured term loan facility in conjunction with the note issuances discussed below;
|
•
|
The Company issued $450.0 million of five-year 2.375% fixed rate public notes, receiving net proceeds of $449.6 million before underwriting fees and other expenses, at an all-in effective interest rate of 2.52% and swapped the notes to a floating interest rate in conjunction with the issuance (see Note 9 in the Notes to Consolidated Financial Statements for further discussion);
|
•
|
The Company issued $750.0 million of thirty-year 4.50% fixed rate public notes, receiving net proceeds of $744.7 million before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of 4.57% after termination of various forward starting swaps in conjunction with the issuance (see Note 9 in the Notes to Consolidated Financial Statements for further discussion);
|
•
|
The Company issued 2,086,380 Common Shares pursuant to its Share Incentive Plans and received net proceeds of approximately $82.6 million;
|
•
|
The Company issued 68,807 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $3.4 million; and
|
•
|
The Company repurchased and retired 31,240 of its Common Shares at a price of $56.87 per share for total consideration of $1.8 million (all related to the vesting of employee restricted shares). See Note 3 in the Notes to Consolidated Financial Statements for further discussion.
|
•
|
our joint venture partners might experience financial distress, become bankrupt or fail to fund their share of required capital contributions, which may delay construction or development of a property or increase our financial commitment to the joint venture;
|
•
|
we may be responsible to our partners for indemnifiable losses;
|
•
|
our joint venture partners may have business interests or goals with respect to a property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property;
|
•
|
we may be unable to take actions that are opposed by our joint venture partners under arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture, such as the sale or financing of the property or the making of additional capital contributions for the benefit of the property;
|
•
|
our joint venture partners may take actions that we oppose;
|
•
|
our ability to sell or transfer our interest in a joint venture to a third party may be restricted without prior consent of our joint venture partners;
|
•
|
we may disagree with our joint venture partners about decisions affecting a property or the joint venture, which could result in litigation or arbitration that increases our expenses, distracts our officers and disrupts the day-to-day operations of the property, including by delaying important decisions until the dispute is resolved; and
|
•
|
we may suffer losses as a result of actions taken by our joint venture partners with respect to our joint venture investments.
|
•
|
general political, market and economic conditions;
|
•
|
actual or anticipated variations in our guidance, quarterly operating results or dividends;
|
•
|
changes in our net operating income ("NOI"), earnings, funds from operations or normalized funds from operations estimates;
|
•
|
difficulties or inability to access capital or extend or refinance debt;
|
•
|
large portfolio acquisitions or dispositions;
|
•
|
decreasing (or uncertainty in) real estate valuations;
|
•
|
rising crime rates in markets where our primarily urban and close-in suburban portfolio is concentrated;
|
•
|
a change in analyst and/or credit ratings;
|
•
|
adverse market reaction to any additional debt we incur in the future;
|
•
|
governmental regulatory action, including changes or proposed changes to the mandates of Fannie Mae or Freddie Mac, and changes in tax laws;
|
•
|
the payment of any special dividends;
|
•
|
the issuance of additional Common Shares, or the perception that such issuances might occur, including under EQR's At-The-Market ("ATM") share offering program; and
|
•
|
the resale of substantial amounts of our common shares, or the anticipation of the resale of such shares, by large holders of our securities.
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||
Total Debt to Adjusted Total Assets (not to exceed 60%)
|
|
35.4
|
%
|
|
38.5
|
%
|
Secured Debt to Adjusted Total Assets (not to exceed 40%)
|
|
16.2
|
%
|
|
16.5
|
%
|
Consolidated Income Available for Debt Service to
|
|
|
|
|
|
|
Maximum Annual Service Charges
|
|
|
|
|
|
|
(must be at least 1.5 to 1)
|
|
3.73
|
|
|
3.67
|
|
Total Unsecured Assets to Unsecured Debt
|
|
|
|
|
|
|
(must be at least 150%)
|
|
390.8
|
%
|
|
336.8
|
%
|
(1)
|
At least 75% of our gross income for each taxable year must generally be derived directly or indirectly from rents from real property, interest on obligations secured by mortgages on real property or on interests in real property, gain from the sale or other disposition of non-dealer real property and shares of REIT stock, dividends paid by another REIT and from some types of temporary investments (excluding certain hedging income).
|
(2)
|
At least 95% of our gross income for each taxable year must generally be derived from sources qualifying under the 75% test described in (1) above, non-REIT dividends, non-real estate mortgage interest and gain from the sale or disposition of non-REIT stock or securities (excluding certain hedging income).
|
(1)
|
At least 75% of the value of our total assets must consist of real estate assets (which include for this purpose shares in other real estate investment trusts) and certain cash related items;
|
(2)
|
Not more than 25% of the value of our total assets may consist of securities other than those in the 75% asset class;
|
(3)
|
Except for securities included in item 1 above, equity investments in other REITs, qualified REIT subsidiaries (i.e., corporations owned 100% by a REIT that are not TRSs or REITs), or taxable REIT subsidiaries: (a) the value of any one issuer's securities owned by us may not exceed 5% of the value of our total assets and (b) we may not own securities representing more than 10% of the voting power or value of the outstanding securities of any one issuer;
|
(4)
|
Not more than 25% of the value of our total assets may consist of securities of one or more taxable REIT subsidiaries (20% for taxable years beginning January 1, 2018); and
|
(5)
|
Not more than 25% of the value of our total assets may be represented by nonqualified publicly offered REIT debt instruments.
|
(a)
|
the amount of cash and the fair market value of any property received in the sale or other disposition; and
|
(b)
|
the shareholder's adjusted tax basis in the common shares.
|
(a)
|
a citizen or resident of the United States;
|
(b)
|
a corporation or partnership created or organized in the United States or under the laws of the United States or of any state thereof; or
|
(c)
|
an estate or trust whose income is includable in gross income for United States federal income tax purposes regardless of its source.
|
(a)
|
a lower treaty rate applies and any required form or certification evidencing eligibility for that reduced rate is filed with us; or
|
(b)
|
the foreign shareholder files an IRS Form W-8ECI with us claiming that the distribution is effectively connected income.
|
(a)
|
the investment in the common shares is effectively connected with the foreign shareholder's United States trade or business, in which case the foreign shareholder will be subject to the same treatment as domestic shareholders, except that a shareholder that is a foreign corporation may also be subject to the branch profits tax, as discussed above; or
|
(b)
|
the foreign shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual's capital gains.
|
(a)
|
the investment in the common shares is effectively connected with the foreign shareholder's United States trade or business, in which case the foreign shareholder will be subject to the same treatment as domestic shareholders with respect to the gain; or
|
(b)
|
the foreign shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a tax home in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual's capital gains.
|
(a)
|
the class or series of shares being sold is “regularly traded,” as defined by applicable IRS regulations, on an established securities market such as the New York Stock Exchange; and
|
(b)
|
the selling foreign shareholder owned 10% or less of the value of the outstanding class or series of shares being sold throughout the five-year period ending on the date of the sale or exchange.
|
Type
|
|
Properties
|
|
Apartment Units
|
|
Average
Apartment Units
|
|||
Garden
|
|
110
|
|
|
27,769
|
|
|
252
|
|
Mid/High-Rise
|
|
192
|
|
|
49,689
|
|
|
259
|
|
|
|
302
|
|
|
77,458
|
|
|
256
|
|
|
|
Properties
|
|
Apartment Units
|
||
Wholly Owned Properties
|
|
280
|
|
|
72,445
|
|
Master-Leased Properties – Consolidated
|
|
3
|
|
|
853
|
|
Partially Owned Properties – Consolidated
|
|
17
|
|
|
3,215
|
|
Partially Owned Properties – Unconsolidated
|
|
2
|
|
|
945
|
|
|
|
302
|
|
|
77,458
|
|
Portfolio Summary
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||
Markets/Metro Areas
|
|
Properties
|
|
Apartment Units
|
|
% of
Stabilized
NOI (A)
|
|
Average
Rental
Rate (B)
|
|||||
Los Angeles
|
|
70
|
|
|
15,857
|
|
|
18.3
|
%
|
|
$
|
2,382
|
|
Orange County
|
|
12
|
|
|
3,684
|
|
|
3.9
|
%
|
|
2,028
|
|
|
San Diego
|
|
13
|
|
|
3,505
|
|
|
3.9
|
%
|
|
2,198
|
|
|
Subtotal – Southern California
|
|
95
|
|
|
23,046
|
|
|
26.1
|
%
|
|
2,295
|
|
|
|
|
|
|
|
|
|
|
|
|||||
San Francisco
|
|
54
|
|
|
12,959
|
|
|
19.7
|
%
|
|
3,064
|
|
|
New York
|
|
40
|
|
|
10,632
|
|
|
17.9
|
%
|
|
3,751
|
|
|
Washington D.C.
|
|
47
|
|
|
15,637
|
|
|
17.6
|
%
|
|
2,341
|
|
|
Boston
|
|
26
|
|
|
7,007
|
|
|
10.7
|
%
|
|
2,819
|
|
|
Seattle
|
|
37
|
|
|
7,096
|
|
|
8.0
|
%
|
|
2,161
|
|
|
Other Markets
|
|
1
|
|
|
136
|
|
|
—
|
%
|
|
1,146
|
|
|
Total
|
|
300
|
|
|
76,513
|
|
|
100.0
|
%
|
|
2,674
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unconsolidated Properties
|
|
2
|
|
|
945
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grand Total
|
|
302
|
|
|
77,458
|
|
|
100.0
|
%
|
|
$
|
2,674
|
|
|
|
Sales Price
|
|
|
||||||||||||
|
|
High
|
|
Low
|
|
Closing
|
|
Distributions
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fourth Quarter Ended December 31, 2016
|
|
$
|
65.14
|
|
|
$
|
58.28
|
|
|
$
|
64.36
|
|
|
$
|
0.50375
|
|
Third Quarter Ended September 30, 2016
|
|
$
|
71.53
|
|
|
$
|
62.39
|
|
|
$
|
64.33
|
|
|
$
|
3.50375
|
|
Second Quarter Ended June 30, 2016
|
|
$
|
75.49
|
|
|
$
|
63.11
|
|
|
$
|
68.88
|
|
|
$
|
0.50375
|
|
First Quarter Ended March 31, 2016
|
|
$
|
81.76
|
|
|
$
|
66.62
|
|
|
$
|
75.03
|
|
|
$
|
8.50375
|
|
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fourth Quarter Ended December 31, 2015
|
|
$
|
82.39
|
|
|
$
|
74.38
|
|
|
$
|
81.59
|
|
|
$
|
0.55250
|
|
Third Quarter Ended September 30, 2015
|
|
$
|
81.98
|
|
|
$
|
61.90
|
|
|
$
|
75.12
|
|
|
$
|
0.55250
|
|
Second Quarter Ended June 30, 2015
|
|
$
|
79.23
|
|
|
$
|
69.94
|
|
|
$
|
70.17
|
|
|
$
|
0.55250
|
|
First Quarter Ended March 31, 2015
|
|
$
|
82.53
|
|
|
$
|
72.06
|
|
|
$
|
77.86
|
|
|
$
|
0.55250
|
|
|
|
Distributions
|
||||||
|
|
2016
|
|
2015
|
||||
Fourth Quarter Ended December 31,
|
|
$
|
0.50375
|
|
|
$
|
0.55250
|
|
Third Quarter Ended September 30,
|
|
$
|
3.50375
|
|
|
$
|
0.55250
|
|
Second Quarter Ended June 30,
|
|
$
|
0.50375
|
|
|
$
|
0.55250
|
|
First Quarter Ended March 31,
|
|
$
|
8.50375
|
|
|
$
|
0.55250
|
|
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
in column (a))
|
Plan Category
|
|
|
|
|||
|
|
(a) (1)
|
|
(b) (1)
|
|
(c) (2)
|
Equity compensation plans approved by shareholders
|
|
6,023,101
|
|
$42.05
|
|
11,501,716
|
Equity compensation plans not approved by shareholders
|
|
N/A
|
|
N/A
|
|
N/A
|
(1)
|
The amounts shown in columns (a) and (b) of the above table do not include
452,034
outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company's 2011 Share Incentive Plan, as amended (the "2011 Plan") and outstanding Common Shares that have been purchased by employees and trustees under the Company's ESPP.
|
(2)
|
Includes
8,595,553
Common Shares that may be issued under the 2011 Plan, of which only 33% may be in the form of restricted shares/units, and
2,906,163
Common Shares that may be sold to employees and trustees under the ESPP.
|
Item 6.
|
Selected Financial Data
|
EQUITY RESIDENTIAL
|
||||||||||||||||||||
CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
|
||||||||||||||||||||
(Financial information in thousands except for per share and property data)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
OPERATING DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues from continuing operations
|
|
$
|
2,425,800
|
|
|
$
|
2,744,965
|
|
|
$
|
2,614,748
|
|
|
$
|
2,387,702
|
|
|
$
|
1,747,502
|
|
Interest and other income
|
|
$
|
65,773
|
|
|
$
|
7,372
|
|
|
$
|
4,462
|
|
|
$
|
5,283
|
|
|
$
|
151,060
|
|
Net gain on sales of real estate properties
|
|
$
|
4,044,055
|
|
|
$
|
335,134
|
|
|
$
|
212,685
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income (loss) from continuing operations
|
|
$
|
4,479,586
|
|
|
$
|
907,621
|
|
|
$
|
657,101
|
|
|
$
|
(168,174
|
)
|
|
$
|
160,298
|
|
Discontinued operations, net
|
|
$
|
518
|
|
|
$
|
397
|
|
|
$
|
1,582
|
|
|
$
|
2,073,527
|
|
|
$
|
720,906
|
|
Net income
|
|
$
|
4,480,104
|
|
|
$
|
908,018
|
|
|
$
|
658,683
|
|
|
$
|
1,905,353
|
|
|
$
|
881,204
|
|
Net income available to Common Shares
|
|
$
|
4,289,072
|
|
|
$
|
863,277
|
|
|
$
|
627,163
|
|
|
$
|
1,826,468
|
|
|
$
|
826,212
|
|
Earnings per share – basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
available to Common Shares
|
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.73
|
|
|
$
|
(0.47
|
)
|
|
$
|
0.45
|
|
Net income available to Common Shares
|
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.74
|
|
|
$
|
5.16
|
|
|
$
|
2.73
|
|
Weighted average Common Shares outstanding
|
|
365,002
|
|
|
363,498
|
|
|
361,181
|
|
|
354,305
|
|
|
302,701
|
|
|||||
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
available to Common Shares
|
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.72
|
|
|
$
|
(0.47
|
)
|
|
$
|
0.45
|
|
Net income available to Common Shares
|
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.73
|
|
|
$
|
5.16
|
|
|
$
|
2.70
|
|
Weighted average Common Shares outstanding
|
|
381,992
|
|
|
380,620
|
|
|
377,735
|
|
|
354,305
|
|
|
319,766
|
|
|||||
Distributions declared per Common Share
outstanding
|
|
$
|
13.015
|
|
|
$
|
2.21
|
|
|
$
|
2.00
|
|
|
$
|
1.85
|
|
|
$
|
1.78
|
|
BALANCE SHEET DATA
(at end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real estate, before accumulated depreciation
|
|
$
|
25,386,425
|
|
|
$
|
25,182,352
|
|
|
$
|
27,675,383
|
|
|
$
|
26,800,948
|
|
|
$
|
21,008,429
|
|
Real estate, after accumulated depreciation
|
|
$
|
20,026,036
|
|
|
$
|
20,276,946
|
|
|
$
|
22,242,578
|
|
|
$
|
21,993,239
|
|
|
$
|
16,096,208
|
|
Real estate held for sale
|
|
$
|
—
|
|
|
$
|
2,181,135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
20,704,148
|
|
|
$
|
23,110,196
|
|
|
$
|
22,902,160
|
|
|
$
|
22,789,040
|
|
|
$
|
17,161,709
|
|
Total debt
|
|
$
|
8,987,258
|
|
|
$
|
10,921,366
|
|
|
$
|
10,796,407
|
|
|
$
|
10,720,749
|
|
|
$
|
8,489,953
|
|
Redeemable Noncontrolling Interests –
Operating Partnership
|
|
$
|
442,092
|
|
|
$
|
566,783
|
|
|
$
|
500,733
|
|
|
$
|
363,144
|
|
|
$
|
398,372
|
|
Total shareholders’ equity
|
|
$
|
10,229,078
|
|
|
$
|
10,470,368
|
|
|
$
|
10,368,456
|
|
|
$
|
10,507,201
|
|
|
$
|
7,289,813
|
|
Total Noncontrolling Interests
|
|
$
|
231,906
|
|
|
$
|
225,987
|
|
|
$
|
339,320
|
|
|
$
|
337,995
|
|
|
$
|
237,294
|
|
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total properties (at end of period)
|
|
302
|
|
|
394
|
|
|
391
|
|
|
390
|
|
|
403
|
|
|||||
Total apartment units (at end of period)
|
|
77,458
|
|
|
109,652
|
|
|
109,225
|
|
|
109,855
|
|
|
115,370
|
|
|||||
Funds from operations available to Common
Shares and Units – basic (1) (3) (4)
|
|
$
|
1,123,530
|
|
|
$
|
1,323,786
|
|
|
$
|
1,190,915
|
|
|
$
|
872,421
|
|
|
$
|
993,217
|
|
Normalized funds from operations available to
Common Shares and Units – basic (2) (3) (4)
|
|
$
|
1,179,650
|
|
|
$
|
1,317,802
|
|
|
$
|
1,196,446
|
|
|
$
|
1,057,073
|
|
|
$
|
883,269
|
|
Cash flow provided by (used for):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
1,111,489
|
|
|
$
|
1,356,499
|
|
|
$
|
1,324,073
|
|
|
$
|
868,916
|
|
|
$
|
1,046,155
|
|
Investing activities
|
|
$
|
5,871,973
|
|
|
$
|
(678,471
|
)
|
|
$
|
(644,666
|
)
|
|
$
|
(6,977
|
)
|
|
$
|
(261,155
|
)
|
Financing activities
|
|
$
|
(6,948,531
|
)
|
|
$
|
(675,832
|
)
|
|
$
|
(692,861
|
)
|
|
$
|
(1,420,995
|
)
|
|
$
|
(556,331
|
)
|
ERP OPERATING LIMITED PARTNERSHIP
|
||||||||||||||||||||
CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
|
||||||||||||||||||||
(Financial information in thousands except for per Unit and property data)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
OPERATING DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues from continuing operations
|
|
$
|
2,425,800
|
|
|
$
|
2,744,965
|
|
|
$
|
2,614,748
|
|
|
$
|
2,387,702
|
|
|
$
|
1,747,502
|
|
Interest and other income
|
|
$
|
65,773
|
|
|
$
|
7,372
|
|
|
$
|
4,462
|
|
|
$
|
5,283
|
|
|
$
|
151,060
|
|
Net gain on sales of real estate properties
|
|
$
|
4,044,055
|
|
|
$
|
335,134
|
|
|
$
|
212,685
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income (loss) from continuing operations
|
|
$
|
4,479,586
|
|
|
$
|
907,621
|
|
|
$
|
657,101
|
|
|
$
|
(168,174
|
)
|
|
$
|
160,298
|
|
Discontinued operations, net
|
|
$
|
518
|
|
|
$
|
397
|
|
|
$
|
1,582
|
|
|
$
|
2,073,527
|
|
|
$
|
720,906
|
|
Net income
|
|
$
|
4,480,104
|
|
|
$
|
908,018
|
|
|
$
|
658,683
|
|
|
$
|
1,905,353
|
|
|
$
|
881,204
|
|
Net income available to Units
|
|
$
|
4,460,583
|
|
|
$
|
897,518
|
|
|
$
|
651,994
|
|
|
$
|
1,901,746
|
|
|
$
|
864,853
|
|
Earnings per Unit – basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations
available to Units
|
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.73
|
|
|
$
|
(0.47
|
)
|
|
$
|
0.45
|
|
Net income available to Units
|
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.74
|
|
|
$
|
5.16
|
|
|
$
|
2.73
|
|
Weighted average Units outstanding
|
|
378,829
|
|
|
377,074
|
|
|
374,899
|
|
|
368,038
|
|
|
316,554
|
|
|||||
Earnings per Unit – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations
available to Units
|
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.72
|
|
|
$
|
(0.47
|
)
|
|
$
|
0.45
|
|
Net income available to Units
|
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.73
|
|
|
$
|
5.16
|
|
|
$
|
2.70
|
|
Weighted average Units outstanding
|
|
381,992
|
|
|
380,620
|
|
|
377,735
|
|
|
368,038
|
|
|
319,766
|
|
|||||
Distributions declared per Unit outstanding
|
|
$
|
13.015
|
|
|
$
|
2.21
|
|
|
$
|
2.00
|
|
|
$
|
1.85
|
|
|
$
|
1.78
|
|
BALANCE SHEET DATA
(at end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate, before accumulated depreciation
|
|
$
|
25,386,425
|
|
|
$
|
25,182,352
|
|
|
$
|
27,675,383
|
|
|
$
|
26,800,948
|
|
|
$
|
21,008,429
|
|
Real estate, after accumulated depreciation
|
|
$
|
20,026,036
|
|
|
$
|
20,276,946
|
|
|
$
|
22,242,578
|
|
|
$
|
21,993,239
|
|
|
$
|
16,096,208
|
|
Real estate held for sale
|
|
$
|
—
|
|
|
$
|
2,181,135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
20,704,148
|
|
|
$
|
23,110,196
|
|
|
$
|
22,902,160
|
|
|
$
|
22,789,040
|
|
|
$
|
17,161,709
|
|
Total debt
|
|
$
|
8,987,258
|
|
|
$
|
10,921,366
|
|
|
$
|
10,796,407
|
|
|
$
|
10,720,749
|
|
|
$
|
8,489,953
|
|
Redeemable Limited Partners
|
|
$
|
442,092
|
|
|
$
|
566,783
|
|
|
$
|
500,733
|
|
|
$
|
363,144
|
|
|
$
|
398,372
|
|
Total partners' capital
|
|
$
|
10,450,375
|
|
|
$
|
10,691,747
|
|
|
$
|
10,582,867
|
|
|
$
|
10,718,613
|
|
|
$
|
7,449,419
|
|
Noncontrolling Interests – Partially Owned
Properties
|
|
$
|
10,609
|
|
|
$
|
4,608
|
|
|
$
|
124,909
|
|
|
$
|
126,583
|
|
|
$
|
77,688
|
|
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total properties (at end of period)
|
|
302
|
|
|
394
|
|
|
391
|
|
|
390
|
|
|
403
|
|
|||||
Total apartment units (at end of period)
|
|
77,458
|
|
|
109,652
|
|
|
109,225
|
|
|
109,855
|
|
|
115,370
|
|
|||||
Funds from operations available to Units –
basic (1) (3) (4)
|
|
$
|
1,123,530
|
|
|
$
|
1,323,786
|
|
|
$
|
1,190,915
|
|
|
$
|
872,421
|
|
|
$
|
993,217
|
|
Normalized funds from operations available to
Units – basic (2) (3) (4)
|
|
$
|
1,179,650
|
|
|
$
|
1,317,802
|
|
|
$
|
1,196,446
|
|
|
$
|
1,057,073
|
|
|
$
|
883,269
|
|
Cash flow provided by (used for):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
|
$
|
1,111,489
|
|
|
$
|
1,356,499
|
|
|
$
|
1,324,073
|
|
|
$
|
868,916
|
|
|
$
|
1,046,155
|
|
Investing activities
|
|
$
|
5,871,973
|
|
|
$
|
(678,471
|
)
|
|
$
|
(644,666
|
)
|
|
$
|
(6,977
|
)
|
|
$
|
(261,155
|
)
|
Financing activities
|
|
$
|
(6,948,531
|
)
|
|
$
|
(675,832
|
)
|
|
$
|
(692,861
|
)
|
|
$
|
(1,420,995
|
)
|
|
$
|
(556,331
|
)
|
(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.
|
(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 sales, net of the effect of income tax benefits or expenses; and
|
•
|
other miscellaneous items.
|
(3)
|
The Company believes that FFO and FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and Units / Units can help compare the operating performance of a company’s real estate between periods or as compared to different companies. The Company also believes that Normalized FFO and Normalized FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company because they allow investors to compare the Company’s operating performance to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units do not represent net income, net income available to Common Shares / Units or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units should not be exclusively considered as alternatives to net income, net income available to Common Shares / Units or net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Company’s calculation of FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.
|
(4)
|
FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units are calculated on a basis consistent with net income available to Common Shares / Units and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares/preference units in accordance with GAAP. 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 7.
|
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
|
•
|
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 political, economic and market conditions including, without limitation, new construction and excess inventory of multifamily and owned housing/condominiums, increasing portions of owned housing/condominium 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 this Annual Report on Form 10-K, particularly those under “Item 1A.
Risk Factors
”.
|
•
|
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 and high-density suburban locations with an attractive quality of life leading to high resident demand and retention;
|
•
|
Favorable demographics contributing to a larger pool of target residents with a high propensity to rent apartments; and
|
•
|
Higher barriers to entry where, because of land scarcity or government regulation, it is typically more difficult or costly to build new apartment properties, creating limits on new supply.
|
•
|
Real estate taxes increased 5.9% for the full year 2016 primarily due to rate and value increases in certain states and municipalities, reflecting those states' and municipalities' continued economic challenges and the dramatic improvement in apartment values and fundamentals, the contractual annual reduction in the benefits of 421-a tax abatements in New York City and an adverse legal decision regarding the calculation of property taxes for certain properties in New Jersey; and
|
•
|
Payroll costs increased by 3.1% in 2016 over 2015 primarily due to an increase in on-site staffing to remain competitive within challenging markets, as well as higher on-site wages due to competition from new supply.
|
•
|
Real estate taxes are estimated to increase between 4.0% and 5.0% due primarily to increased values in most markets partially offset by declining rates. We expect 1.8 percentage points of the increase coming from 421-a tax abatement benefits expiring in New York;
|
•
|
Payroll costs are estimated to increase between 4.0% and 5.0% primarily due to an increase in on-site staffing to remain competitive within challenging markets, as well as higher on-site wages due to competition from new supply;
|
•
|
Utilities are estimated to increase approximately 2.0% primarily due to moderate increases in natural gas costs; and
|
•
|
Repair and maintenance expenses are estimated to be approximately $1.0 million higher due to increases in the minimum wage that impact our outside cleaning and landscaping vendors.
|
•
|
Acquired
four
consolidated apartment properties consisting of
573
apartment units for
$249.3 million
at a weighted average Acquisition Cap Rate (see definition below) of 4.8%;
|
•
|
Sold
98
consolidated apartment properties consisting of
29,440
apartment units for
$6.8 billion
, which includes the sale of the Starwood Portfolio consisting of 72 consolidated rental properties containing 23,262 apartment units for $5.365 billion, at a weighted average Disposition Yield (see definition below) of 5.4% and generating an Unlevered IRR (see definition below) of
11.8%
;
|
•
|
Sold one unconsolidated property consisting of 336 apartments units for $74.5 million (our share of the net sales proceeds approximated $12.4 million), generating a Disposition Yield of 5.6%;
|
•
|
Sold our entire interest in the management contracts and related rights associated with the military housing ventures at Joint Base Lewis McChord consisting of 5,161 apartment units for approximately $63.3 million and sold three land parcels for $57.5 million; and
|
•
|
Started the construction on one project consisting of 222 apartment units totaling approximately $88.0 million of development costs and substantially completed construction on five projects consisting of 2,141 apartment units totaling approximately $1.1 billion of development costs.
|
•
|
Acquired four consolidated apartment properties consisting of 625 apartment units for $296.0 million at a weighted average Acquisition Cap Rate of 4.5% and three contiguous land parcels for $27.8 million;
|
•
|
Sold eight consolidated apartment properties consisting of 1,857 apartments units as well as a 193,230 square foot medical office building for $513.3 million at a weighted average Disposition Yield of 5.3% and generating an Unlevered IRR of 13.4%; and
|
•
|
Started construction on two projects consisting of 623 apartment units totaling approximately $377.2 million of development costs and substantially completed construction on seven projects consisting of 1,546 apartments units totaling approximately $831.7 million of development costs.
|
•
|
Acquisition Cap Rate – NOI that the Company anticipates receiving in the next 12 months (or the year two or three stabilized NOI for properties that are in lease-up at acquisition) less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $100-$450 per apartment unit depending on the age and condition of the asset) divided by the gross purchase price of the asset. The weighted average Acquisition Cap Rate for acquired properties is weighted based on the projected NOI streams and the relative purchase price for each respective property.
|
•
|
Disposition Yield – NOI that the Company anticipates giving up in the next 12 months less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $100-$450 per apartment unit depending on the age and condition of the asset) divided by the gross sale price of the asset. The weighted average Disposition Yield for sold properties is weighted based on the projected NOI streams and the relative sales price for each respective property.
|
•
|
Unlevered Internal Rate of Return (“IRR”) – The Unlevered IRR on sold properties refers to the internal rate of return calculated by the Company based on the timing and amount of (i) total revenue earned during the period owned by the
|
|
|
Year Ended
|
||||
|
|
December 31, 2016
|
||||
|
|
Properties
|
|
Apartment
Units
|
||
Same Store Properties at December 31, 2015
|
|
358
|
|
|
96,286
|
|
2014 acquisitions
|
|
4
|
|
|
1,011
|
|
2016 dispositions
|
|
(98
|
)
|
|
(29,440
|
)
|
2016 dispositions not yet included in same store
|
|
2
|
|
|
396
|
|
Lease-up properties stabilized
|
|
7
|
|
|
1,690
|
|
Properties removed from same store (1)
|
|
(1
|
)
|
|
(71
|
)
|
Other
|
|
—
|
|
|
7
|
|
Same Store Properties at December 31, 2016
|
|
272
|
|
|
69,879
|
|
|
|
Year Ended
|
||||
|
|
December 31, 2016
|
||||
|
|
Properties
|
|
Apartment
Units
|
||
Same Store
|
|
272
|
|
|
69,879
|
|
|
|
|
|
|
||
Non-Same Store:
|
|
|
|
|
||
2016 acquisitions
|
|
4
|
|
|
573
|
|
2015 acquisitions
|
|
4
|
|
|
625
|
|
Properties removed from same store (1)
|
|
2
|
|
|
356
|
|
Master-Leased properties (2)
|
|
3
|
|
|
853
|
|
Lease-up properties not yet stabilized (3)
|
|
14
|
|
|
4,226
|
|
Other
|
|
1
|
|
|
1
|
|
Total Non-Same Store
|
|
28
|
|
|
6,634
|
|
Unconsolidated properties
|
|
2
|
|
|
945
|
|
Total Properties and Apartment Units
|
|
302
|
|
|
77,458
|
|
(1)
|
Includes one property containing 285 apartment units (Playa Pacifica in Hermosa Beach, California) which was removed from the same store portfolio in 2015 due to a major renovation in which significant portions of the property were taken offline for extended time periods and one property containing 71 apartment units (Acton Courtyard in Berkeley, California) which was removed from the same store portfolio in 2016 due to an affordable housing dispute which required significant portions of the property to be vacant for an extended releasing period. As of December 31, 2016, Playa Pacifica had an occupancy of only 66.2% and Acton Courtyard had an occupancy of 69.0%. These properties will not return to the same store portfolio until they are stabilized for all of the current and comparable periods presented.
|
(2)
|
Includes three properties containing 853 apartment units 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.
|
(3)
|
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.
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(Amounts in thousands)
|
||||||
Operating income
|
|
$
|
856,086
|
|
|
$
|
1,009,238
|
|
|
|
|
|
|
||||
Adjustments:
|
|
|
|
|
||||
Fee and asset management revenue
|
|
(3,567
|
)
|
|
(8,387
|
)
|
||
Property management
|
|
82,015
|
|
|
86,206
|
|
||
General and administrative
|
|
57,840
|
|
|
64,664
|
|
||
Depreciation
|
|
705,649
|
|
|
765,895
|
|
||
Total NOI
|
|
$
|
1,698,023
|
|
|
$
|
1,917,616
|
|
|
|
|
|
|
|
|
||
Rental income:
|
|
|
|
|
||||
Same store
|
|
$
|
2,177,304
|
|
|
$
|
2,099,166
|
|
Non-same store
|
|
244,929
|
|
|
637,412
|
|
||
Total rental income
|
|
2,422,233
|
|
|
2,736,578
|
|
||
|
|
|
|
|
|
|
||
Operating expenses:
|
|
|
|
|
||||
Same store
|
|
634,120
|
|
|
613,924
|
|
||
Non-same store
|
|
90,090
|
|
|
205,038
|
|
||
Total operating expenses
|
|
724,210
|
|
|
818,962
|
|
||
|
|
|
|
|
||||
NOI:
|
|
|
|
|
||||
Same store
|
|
1,543,184
|
|
|
1,485,242
|
|
||
Non-same store
|
|
154,839
|
|
|
432,374
|
|
||
Total NOI
|
|
$
|
1,698,023
|
|
|
$
|
1,917,616
|
|
•
|
The lost NOI from 2015 and 2016 dispositions of $333.2 million;
|
•
|
A decrease in operating activities from other miscellaneous properties (including three master-leased properties) of $1.2 million;
|
•
|
A decrease in operating activities from other miscellaneous operations; and
|
•
|
A partial offset from development and newly stabilized development properties in lease-up of $50.8 million and
|
(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.
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(Amounts in thousands)
|
||||||
Operating income
|
|
$
|
1,009,238
|
|
|
$
|
921,644
|
|
Adjustments:
|
|
|
|
|
||||
Non-same store operating results
|
|
(107,606
|
)
|
|
(103,123
|
)
|
||
Fee and asset management revenue
|
|
(8,387
|
)
|
|
(9,437
|
)
|
||
Fee and asset management expense
|
|
5,021
|
|
|
5,429
|
|
||
Depreciation
|
|
765,895
|
|
|
758,861
|
|
||
General and administrative
|
|
64,664
|
|
|
50,679
|
|
||
Same store NOI
|
|
$
|
1,728,825
|
|
|
$
|
1,624,053
|
|
•
|
Development and newly stabilized development properties in lease-up of $27.8 million;
|
•
|
Operating properties acquired in 2014 and 2015 of $18.1 million;
|
•
|
Operating activities from other miscellaneous operations; and
|
•
|
Was mostly offset by lost NOI from 2014 and 2015 dispositions of $41.8 million as well as a decrease in operating activities from other miscellaneous properties (including three master-leased properties) of $2.2 million.
|
•
|
Disposed of 98 consolidated rental properties (including the Starwood Portfolio) and three land parcels, receiving net proceeds of approximately
$6.8 billion
;
|
•
|
Disposed of one unconsolidated rental property, receiving net proceeds of approximately $12.4 million;
|
•
|
Disposed of its entire interest in the management contracts and related rights associated with the military housing ventures at Joint Base Lewis McChord along with the sale of certain 421-a real estate tax certificates, receiving net proceeds of approximately $72.8 million;
|
•
|
Issued $500.0 million of ten-year 2.85% fixed rate public notes, receiving net proceeds of $496.7 million before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of approximately 3.10%; and
|
•
|
Issued approximately
0.9 million
Common Shares related to share option exercises and ESPP purchases and received net proceeds of $39.5 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 four consolidated rental properties for approximately
$205.9 million
in cash;
|
•
|
Invest
$566.8 million
primarily in development projects;
|
•
|
Pay a special dividend of $8.00 per share/unit (approximately $3.0 billion) on March 10, 2016 to shareholders/unitholders of record as of March 3, 2016 and a special dividend of $3.00 per share/unit (approximately $1.1 billion) on October 14, 2016 to shareholders/unitholders of record as of September 26, 2016;
|
•
|
Repay $591.7 million of mortgage loans and incur a prepayment penalty of approximately $31.7 million;
|
•
|
Repay $500.0 million of
5.125%
unsecured notes maturing in
2016
and incur a prepayment penalty of approximately
$1.4 million
;
|
•
|
Repay
$400.0 million
of
5.375%
unsecured notes maturing in
2016
and incur a prepayment penalty of approximately
$9.5 million
;
|
•
|
Repay
$255.9 million
of
5.750%
unsecured notes maturing in
2017
and incur a prepayment penalty of approximately
$16.5 million
;
|
•
|
Repay
$46.1 million
of
7.125%
unsecured notes maturing in
2017
and incur a prepayment penalty of approximately
$4.6 million
;
|
•
|
Repay
$250.0 million
of
4.625%
unsecured notes maturing in
2021
and incur a prepayment penalty of approximately
$31.6 million
; and
|
•
|
Repay
$48.0 million
of
7.570%
unsecured notes maturing in
2026
and incur a prepayment penalty of approximately
$19.3 million
.
|
Debt Summary as of December 31, 2016
|
|||||||||||||
($ in thousands)
|
|||||||||||||
|
|
|
|
|
|
|
|
Weighted
Average Maturities (years) |
|||||
|
|
|
|
|
|
Weighted
Average Rates (1) |
|
||||||
|
|
|
|
|
|
|
|||||||
|
|
Amounts (1)
|
|
% of Total
|
|
|
|||||||
Secured
|
|
$
|
4,119,181
|
|
|
45.8
|
%
|
|
4.34
|
%
|
|
6.0
|
|
Unsecured
|
|
4,868,077
|
|
|
54.2
|
%
|
|
4.48
|
%
|
|
10.0
|
|
|
Total
|
$
|
8,987,258
|
|
|
100.0
|
%
|
|
4.42
|
%
|
|
8.2
|
|
|
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
Secured – Conventional
|
|
$
|
3,483,389
|
|
|
38.7
|
%
|
|
4.95
|
%
|
|
4.9
|
|
Unsecured – Public
|
|
4,397,829
|
|
|
49.0
|
%
|
|
4.90
|
%
|
|
10.8
|
|
|
Fixed Rate Debt
|
7,881,218
|
|
|
87.7
|
%
|
|
4.92
|
%
|
|
8.2
|
|
||
Floating Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
Secured – Conventional
|
|
7,042
|
|
|
0.1
|
%
|
|
0.56
|
%
|
|
16.9
|
|
|
Secured – Tax Exempt
|
|
628,750
|
|
|
7.0
|
%
|
|
1.06
|
%
|
|
11.8
|
|
|
Unsecured – Public (2)
|
|
450,250
|
|
|
5.0
|
%
|
|
1.28
|
%
|
|
2.5
|
|
|
Unsecured – Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
1.37
|
%
|
|
5.0
|
|
|
Unsecured – Commercial Paper Program (3)
|
|
19,998
|
|
|
0.2
|
%
|
|
0.90
|
%
|
|
—
|
|
|
Floating Rate Debt
|
|
1,106,040
|
|
|
12.3
|
%
|
|
1.13
|
%
|
|
8.0
|
|
|
Total
|
|
$
|
8,987,258
|
|
|
100.0
|
%
|
|
4.42
|
%
|
|
8.2
|
|
(1)
|
Net of the effect of any derivative instruments. Weighted average rates are for the year ended
December 31, 2016
.
|
(2)
|
Fair value interest rate swaps convert the $450.0 million 2.375% notes due July 1, 2019 to a floating interest rate of 90-Day LIBOR plus 0.61%.
|
(3)
|
As of
December 31, 2016
, the weighted average maturity on the Company's outstanding commercial paper was
4
days.
|
Debt Maturity Schedule as of December 31, 2016
|
|||||||||||||||||||||
($ in thousands)
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Weighted
Average Rates on Fixed Rate Debt (1) |
|
Weighted
Average Rates on Total Debt (1) |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Fixed
Rate (1) |
|
Floating
Rate (1) |
|
|
|
|
|
|
|||||||||||
Year
|
|
|
Total
|
|
% of Total
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2017
|
|
$
|
605,158
|
|
|
$
|
23,300
|
|
(2)
|
$
|
628,458
|
|
|
6.9
|
%
|
|
6.19
|
%
|
|
5.99
|
%
|
2018
|
|
83,634
|
|
|
100,735
|
|
|
184,369
|
|
|
2.0
|
%
|
|
5.57
|
%
|
|
3.24
|
%
|
|||
2019
|
|
807,680
|
|
|
478,357
|
|
|
1,286,037
|
|
|
14.1
|
%
|
|
5.47
|
%
|
|
3.96
|
%
|
|||
2020
|
|
1,679,590
|
|
|
10,500
|
|
|
1,690,090
|
|
|
18.6
|
%
|
|
5.49
|
%
|
|
5.46
|
%
|
|||
2021
|
|
928,557
|
|
|
12,600
|
|
|
941,157
|
|
|
10.3
|
%
|
|
4.64
|
%
|
|
4.59
|
%
|
|||
2022
|
|
266,447
|
|
|
13,800
|
|
|
280,247
|
|
|
3.1
|
%
|
|
3.27
|
%
|
|
3.14
|
%
|
|||
2023
|
|
1,327,965
|
|
|
15,300
|
|
|
1,343,265
|
|
|
14.8
|
%
|
|
3.74
|
%
|
|
3.71
|
%
|
|||
2024
|
|
2,498
|
|
|
17,100
|
|
|
19,598
|
|
|
0.2
|
%
|
|
4.97
|
%
|
|
1.23
|
%
|
|||
2025
|
|
452,625
|
|
|
19,600
|
|
|
472,225
|
|
|
5.2
|
%
|
|
3.38
|
%
|
|
3.27
|
%
|
|||
2026
|
|
594,783
|
|
|
21,700
|
|
|
616,483
|
|
|
6.8
|
%
|
|
3.59
|
%
|
|
3.49
|
%
|
|||
2027+
|
|
1,177,033
|
|
|
457,665
|
|
|
1,634,698
|
|
|
18.0
|
%
|
|
4.54
|
%
|
|
3.46
|
%
|
|||
Subtotal
|
|
7,925,970
|
|
|
1,170,657
|
|
|
9,096,627
|
|
|
100.0
|
%
|
|
4.72
|
%
|
|
4.20
|
%
|
|||
Deferred Financing Costs
|
|
(33,605
|
)
|
|
(9,012
|
)
|
|
(42,617
|
)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Premium/(Discount)
|
|
(11,147
|
)
|
|
(55,605
|
)
|
|
(66,752
|
)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Total
|
|
$
|
7,881,218
|
|
|
$
|
1,106,040
|
|
|
$
|
8,987,258
|
|
|
100.0
|
%
|
|
4.72
|
%
|
|
4.20
|
%
|
(1)
|
Net of the effect of any derivative instruments. Weighted average rates are as of
December 31, 2016
.
|
(2)
|
Includes $20.0 million in principal outstanding on the Company's unsecured commercial paper program. The company may borrow up to a maximum of $500.0 million on the program subject to market conditions.
|
Unsecured Debt Summary as of December 31, 2016
|
||||||||
($ in thousands)
|
||||||||
|
|
|
|
|
|
|
||
|
|
Interest Rate
|
|
Due
Date |
|
Amount
|
||
|
|
|
|
|||||
Fixed Rate Notes:
|
|
|
|
|
|
|
||
|
|
5.750%
|
|
06/15/17
|
|
$
|
394,077
|
|
|
|
7.125%
|
|
10/15/17
|
|
103,898
|
|
|
|
|
4.750%
|
|
07/15/20
|
|
600,000
|
|
|
|
|
4.625%
|
|
12/15/21
|
|
750,000
|
|
|
|
|
3.000%
|
|
04/15/23
|
|
500,000
|
|
|
|
|
3.375%
|
|
06/01/25
|
|
450,000
|
|
|
|
|
7.570%
|
|
08/15/26
|
|
92,025
|
|
|
|
|
2.850%
|
|
11/01/26
|
|
500,000
|
|
|
|
|
4.500%
|
|
07/01/44
|
|
750,000
|
|
|
|
|
4.500%
|
|
06/01/45
|
|
300,000
|
|
|
Deferred Financing Costs and Unamortized (Discount)
|
|
|
|
|
|
(42,171
|
)
|
|
|
|
|
|
|
|
4,397,829
|
|
|
Floating Rate Notes:
|
|
|
|
|
|
|
||
|
|
(1)
|
|
07/01/19
|
|
450,000
|
|
|
Fair Value Derivative Adjustments
|
|
(1)
|
|
07/01/19
|
|
1,857
|
|
|
Deferred Financing Costs and Unamortized (Discount)
|
|
|
|
|
|
(1,607
|
)
|
|
|
|
|
|
|
|
450,250
|
|
|
|
|
|
|
|
|
|
||
Line of Credit and Commercial Paper:
|
|
|
|
|
|
|
||
Revolving Credit Facility (2) (3)
|
|
LIBOR+0.825%
|
|
01/10/22
|
|
—
|
|
|
Commercial Paper Program (2) (4)
|
|
|
|
|
|
20,000
|
|
|
Unamortized Commercial Paper (Discount)
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
19,998
|
|
|
|
|
|
|
|
|
|
||
Total Unsecured Debt
|
|
|
|
|
|
$
|
4,868,077
|
|
(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)
|
On November 3, 2016, the Company replaced its existing $2.5 billion facility with a new $2.0 billion unsecured revolving credit facility maturing January 10, 2022. The interest rate on advances under the new credit facility will generally be LIBOR plus a spread (currently 0.825%) and an annual facility fee (currently 12.5 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company's long term debt. As of December 31, 2016, there was approximately $1.96 billion available on the Company's unsecured revolving credit facility (net of $20.6 million which was restricted/dedicated to support letters of credit and $20.0 million outstanding on the commercial paper program).
|
(4)
|
The Company may borrow up to a maximum of $500.0 million on the commercial paper program subject to market conditions. The notes bear interest at various floating rates with a weighted average of 0.90% for the year ended December 31, 2016 and a weighted average maturity of 4 days as of December 31, 2016.
|
Equity Residential
|
|||||||||||||||||
Capital Structure as of December 31, 2016
|
|||||||||||||||||
(Amounts in thousands except for share/unit and per share amounts)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Secured Debt
|
|
|
|
|
|
$
|
4,119,181
|
|
|
45.8
|
%
|
|
|
||||
Unsecured Debt
|
|
|
|
|
|
4,868,077
|
|
|
54.2
|
%
|
|
|
|||||
Total Debt
|
|
|
|
|
|
8,987,258
|
|
|
100.0
|
%
|
|
26.8
|
%
|
||||
Common Shares (includes Restricted Shares)
|
|
365,870,924
|
|
|
96.2
|
%
|
|
|
|
|
|
|
|||||
Units (includes OP Units and Restricted Units)
|
|
14,626,075
|
|
|
3.8
|
%
|
|
|
|
|
|
|
|||||
Total Shares and Units
|
|
380,496,999
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|||||
Common Share Price at December 31, 2016
|
|
$
|
64.36
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
24,488,787
|
|
|
99.8
|
%
|
|
|
|||||
Perpetual Preferred Equity (see below)
|
|
|
|
|
|
37,280
|
|
|
0.2
|
%
|
|
|
|||||
Total Equity
|
|
|
|
|
|
24,526,067
|
|
|
100.0
|
%
|
|
73.2
|
%
|
||||
Total Market Capitalization
|
|
|
|
|
|
$
|
33,513,325
|
|
|
|
|
100.0
|
%
|
Equity Residential
|
|||||||||||||||||
Perpetual Preferred Equity as of December 31, 2016
|
|||||||||||||||||
(Amounts in thousands except for share and per share amounts)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
Annual
Dividend Per Share |
|
Annual
Dividend Amount |
|||||||
|
|
Redemption
Date |
|
Outstanding
Shares |
|
Liquidation
Value |
|
|
|||||||||
Series
|
|
|
|
|
|
||||||||||||
Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|||||||
8.29% Series K
|
|
12/10/26
|
|
745,600
|
|
|
$
|
37,280
|
|
|
$
|
4.145
|
|
|
$
|
3,091
|
|
Total Perpetual Preferred Equity
|
|
|
|
745,600
|
|
|
$
|
37,280
|
|
|
|
|
$
|
3,091
|
|
ERP Operating Limited Partnership
|
||||||||||||||||
Capital Structure as of December 31, 2016
|
||||||||||||||||
(Amounts in thousands except for unit and per unit amounts)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured Debt
|
|
|
|
|
|
$
|
4,119,181
|
|
|
45.8
|
%
|
|
|
|||
Unsecured Debt
|
|
|
|
|
|
4,868,077
|
|
|
54.2
|
%
|
|
|
||||
Total Debt
|
|
|
|
|
|
8,987,258
|
|
|
100.0
|
%
|
|
26.8
|
%
|
|||
Total Outstanding Units
|
|
380,496,999
|
|
|
|
|
|
|
|
|
|
|||||
Common Share Price at December 31, 2016
|
|
$
|
64.36
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
24,488,787
|
|
|
99.8
|
%
|
|
|
||||
Perpetual Preference Units (see below)
|
|
|
|
|
|
37,280
|
|
|
0.2
|
%
|
|
|
||||
Total Equity
|
|
|
|
|
|
24,526,067
|
|
|
100.0
|
%
|
|
73.2
|
%
|
|||
Total Market Capitalization
|
|
|
|
|
|
$
|
33,513,325
|
|
|
|
|
100.0
|
%
|
ERP Operating Limited Partnership
|
|||||||||||||||||
Perpetual Preference Units as of December 31, 2016
|
|||||||||||||||||
(Amounts in thousands except for unit and per unit amounts)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
Annual
Dividend Per Unit |
|
Annual
Dividend Amount |
|||||||
|
|
Redemption
Date |
|
Outstanding
Units |
|
Liquidation
Value |
|
|
|||||||||
Series
|
|
|
|
|
|
||||||||||||
Preference Units:
|
|
|
|
|
|
|
|
|
|
|
|||||||
8.29% Series K
|
|
12/10/26
|
|
745,600
|
|
|
$
|
37,280
|
|
|
$
|
4.145
|
|
|
$
|
3,091
|
|
Total Perpetual Preference Units
|
|
|
|
745,600
|
|
|
$
|
37,280
|
|
|
|
|
$
|
3,091
|
|
|
|
Standard & Poor's
|
|
Moody's
|
|
Fitch
|
ERPOP's long-term senior debt rating
|
|
A-
|
|
Baa1 (1)
|
|
A-
|
ERPOP's short-term commercial paper rating
|
|
A-2
|
|
P-2
|
|
F-2
|
EQR's long-term preferred equity rating
|
|
BBB
|
|
Baa2 (2)
|
|
BBB
|
(1)
|
Moody's rated ERPOP's long-term senior debt with a positive outlook.
|
(2)
|
Moody's rated EQR's long-term preferred equity with a positive outlook.
|
▪
|
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 Year Ended December 31, 2016
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
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)
|
|
69,879
|
|
|
$
|
75,298
|
|
|
$
|
1,077
|
|
|
$
|
80,890
|
|
|
$
|
1,158
|
|
|
$
|
156,188
|
|
|
$
|
2,235
|
|
Non-Same Store Properties (5)
|
|
6,634
|
|
|
4,494
|
|
|
851
|
|
|
7,685
|
|
|
1,456
|
|
|
12,179
|
|
|
2,307
|
|
||||||
Other (6)
|
|
—
|
|
|
2,744
|
|
|
|
|
1,066
|
|
|
|
|
3,810
|
|
|
|
|||||||||
Total
|
|
76,513
|
|
|
$
|
82,536
|
|
|
|
|
$
|
89,641
|
|
|
|
|
$
|
172,177
|
|
|
|
(1)
|
Total Apartment Units – Excludes 945 unconsolidated apartment units for which 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 $47.0 million spent during 2016 on apartment unit renovations/rehabs (primarily kitchens and baths) on approximately 4,200 same store apartment units (equating to approximately $11,200 per apartment unit rehabbed) designed to reposition these units 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 that are stabilized prior to January 1, 2015, less properties subsequently sold.
|
(5)
|
Non-Same Store Properties – Primarily includes all properties acquired during 2015 and 2016, plus any properties in lease-up and not stabilized as of January 1, 2015. Per apartment unit amounts are based on a weighted average of 5,279 apartment units.
|
(6)
|
Other – Primarily includes expenditures for properties sold and properties under development.
|
Capital Expenditures to Real Estate
|
|||||||||||||||||||||||||||
For the Year Ended December 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)
|
|
96,286
|
|
|
$
|
98,120
|
|
|
$
|
1,019
|
|
|
$
|
75,294
|
|
|
$
|
782
|
|
|
$
|
173,414
|
|
|
$
|
1,801
|
|
Non-Same Store Properties (5)
|
|
6,946
|
|
|
1,870
|
|
|
335
|
|
|
6,293
|
|
|
1,127
|
|
|
8,163
|
|
|
1,462
|
|
||||||
Other (6)
|
|
—
|
|
|
302
|
|
|
|
|
|
234
|
|
|
|
|
|
536
|
|
|
|
|
||||||
Total
|
|
103,232
|
|
|
$
|
100,292
|
|
|
|
|
|
$
|
81,821
|
|
|
|
|
|
$
|
182,113
|
|
|
|
|
(1)
|
Total Apartment Units – Excludes 1,281 unconsolidated apartment units and 5,139 military housing apartment units for which 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 $60.6 million spent in 2015 on apartment unit renovations/rehabs (primarily kitchens and baths) on 6,499 same store apartment units (equating to about $9,300 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 5,582 apartment units.
|
(6)
|
Other – Primarily includes expenditures for properties sold and properties under development.
|
Payments Due by Year (in thousands)
|
||||||||||||||||||||||||||||||||
Contractual Obligations
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Unamortized Cost/Discounts
|
|
Total
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Principal (a)
|
|
$
|
628,458
|
|
|
$
|
184,369
|
|
|
$
|
1,286,037
|
|
|
$
|
1,690,090
|
|
|
$
|
941,157
|
|
|
$
|
4,366,516
|
|
|
$
|
(109,369
|
)
|
|
$
|
8,987,258
|
|
Interest (b)
|
|
367,157
|
|
|
331,165
|
|
|
285,074
|
|
|
222,930
|
|
|
188,420
|
|
|
1,471,663
|
|
|
—
|
|
|
2,866,409
|
|
||||||||
Operating Leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Minimum Rent Payments (c)
|
|
15,917
|
|
|
16,027
|
|
|
15,890
|
|
|
15,489
|
|
|
15,256
|
|
|
826,259
|
|
|
—
|
|
|
904,838
|
|
||||||||
Other Long-Term Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred Compensation (d)
|
|
1,387
|
|
|
1,723
|
|
|
1,128
|
|
|
1,079
|
|
|
1,079
|
|
|
4,383
|
|
|
—
|
|
|
10,779
|
|
||||||||
Total
|
|
$
|
1,012,919
|
|
|
$
|
533,284
|
|
|
$
|
1,588,129
|
|
|
$
|
1,929,588
|
|
|
$
|
1,145,912
|
|
|
$
|
6,668,821
|
|
|
$
|
(109,369
|
)
|
|
$
|
12,769,284
|
|
(a)
|
Amounts include aggregate principal payments only.
|
(b)
|
Amounts include interest expected to be incurred on the Company’s secured and unsecured debt based on obligations outstanding at
December 31, 2016
and inclusive of capitalized interest. For floating rate debt, the current rate in effect for the most recent payment through
December 31, 2016
is assumed to be in effect through the respective maturity date of each instrument.
|
(c)
|
Minimum basic rent due for various office space the Company leases and fixed base rent due on ground leases for 11 properties.
|
(d)
|
Estimated payments to the Company's Chairman, Vice Chairman and one former CEO based on actual and planned retirement dates.
|
Funds From Operations and Normalized Funds From Operations
|
||||||||||||||||||||
(Amounts in thousands)
|
||||||||||||||||||||
|
|
|
||||||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net income
|
$
|
4,480,104
|
|
|
$
|
908,018
|
|
|
$
|
658,683
|
|
|
$
|
1,905,353
|
|
|
$
|
881,204
|
|
|
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties
|
(16,430
|
)
|
|
(3,657
|
)
|
|
(2,544
|
)
|
|
538
|
|
|
(844
|
)
|
||||||
Preferred/preference distributions
|
(3,091
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|
(4,145
|
)
|
|
(10,355
|
)
|
||||||
Premium on redemption of Preferred Shares/Preference Units
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|
—
|
|
|
(5,152
|
)
|
||||||
Net income available to Common Shares and Units / Units
|
4,460,583
|
|
|
897,518
|
|
|
651,994
|
|
|
1,901,746
|
|
|
864,853
|
|
||||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation
|
705,649
|
|
|
765,895
|
|
|
758,861
|
|
|
978,973
|
|
|
560,669
|
|
||||||
Depreciation – Non-real estate additions
|
(5,224
|
)
|
|
(4,981
|
)
|
|
(4,643
|
)
|
|
(4,806
|
)
|
|
(5,346
|
)
|
||||||
Depreciation – Partially Owned Properties
|
(3,805
|
)
|
|
(4,332
|
)
|
|
(4,285
|
)
|
|
(6,499
|
)
|
|
(3,193
|
)
|
||||||
Depreciation – Unconsolidated Properties
|
4,745
|
|
|
4,920
|
|
|
6,754
|
|
|
3,661
|
|
|
—
|
|
||||||
Net (gain) on sales of unconsolidated entities – operating assets
|
(8,841
|
)
|
|
(100
|
)
|
|
(4,902
|
)
|
|
(7
|
)
|
|
—
|
|
||||||
Net (gain) on sales of real estate properties
|
(4,044,055
|
)
|
|
(335,134
|
)
|
|
(212,685
|
)
|
|
—
|
|
|
—
|
|
||||||
Noncontrolling Interests share of gain on sales
|
14,521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
34,380
|
|
|
124,323
|
|
||||||
Net (gain) on sales of discontinued operations
|
(43
|
)
|
|
—
|
|
|
(179
|
)
|
|
(2,036,505
|
)
|
|
(548,278
|
)
|
||||||
Net incremental gain (loss) on sales of condominium units
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(11
|
)
|
||||||
Gain on sale of Equity Corporate Housing (ECH)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,470
|
|
|
200
|
|
||||||
FFO available to Common Shares and Units / Units (1) (3) (4)
|
1,123,530
|
|
|
1,323,786
|
|
|
1,190,915
|
|
|
872,421
|
|
|
993,217
|
|
||||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Asset impairment and valuation allowances
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Property acquisition costs and write-off of pursuit costs
|
6,478
|
|
|
(11,706
|
)
|
|
8,248
|
|
|
79,365
|
|
|
21,649
|
|
||||||
Debt extinguishment (gains) losses, including prepayment penalties, preferred share/
|
|
|
|
|
|
|
|
|
|
|||||||||||
preference unit redemptions and non-cash convertible debt discounts
|
121,694
|
|
|
5,704
|
|
|
(1,110
|
)
|
|
121,730
|
|
|
16,293
|
|
||||||
(Gains) losses on sales of non-operating assets, net of income and other tax expense
|
|
|
|
|
|
|
|
|
|
|||||||||||
(benefit)
|
(74,221
|
)
|
|
(2,883
|
)
|
|
(1,866
|
)
|
|
(17,908
|
)
|
|
(255
|
)
|
||||||
Other miscellaneous non-comparable items
|
2,169
|
|
|
2,901
|
|
|
259
|
|
|
1,465
|
|
|
(147,635
|
)
|
||||||
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)
|
$
|
1,179,650
|
|
|
$
|
1,317,802
|
|
|
$
|
1,196,446
|
|
|
$
|
1,057,073
|
|
|
$
|
883,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FFO (1) (3)
|
$
|
1,126,621
|
|
|
$
|
1,330,629
|
|
|
$
|
1,195,060
|
|
|
$
|
876,566
|
|
|
$
|
1,008,724
|
|
|
Preferred/preference distributions
|
(3,091
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|
(4,145
|
)
|
|
(10,355
|
)
|
||||||
Premium on redemption of Preferred Shares/Preference Units
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|
—
|
|
|
(5,152
|
)
|
||||||
FFO available to Common Shares and Units / Units (1) (3) (4)
|
$
|
1,123,530
|
|
|
$
|
1,323,786
|
|
|
$
|
1,190,915
|
|
|
$
|
872,421
|
|
|
$
|
993,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Normalized FFO (2) (3)
|
$
|
1,182,741
|
|
|
$
|
1,321,159
|
|
|
$
|
1,200,591
|
|
|
$
|
1,061,218
|
|
|
$
|
893,624
|
|
|
Preferred/preference distributions
|
(3,091
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|
(4,145
|
)
|
|
(10,355
|
)
|
||||||
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)
|
$
|
1,179,650
|
|
|
$
|
1,317,802
|
|
|
$
|
1,196,446
|
|
|
$
|
1,057,073
|
|
|
$
|
883,269
|
|
(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.
|
(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 sales, net of the effect of income tax benefits or expenses; and
|
•
|
other miscellaneous items.
|
(3)
|
The Company believes that FFO and FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and Units / Units can help compare the operating performance of a company’s real estate between periods or as compared to different companies. The Company also believes that Normalized FFO and Normalized FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company because they allow investors to compare the Company’s operating performance to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units do not represent net income, net income available to Common Shares / Units or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units should not be exclusively considered as alternatives to net income, net income available to Common Shares / Units or net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Company’s calculation of FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.
|
(4)
|
FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units are calculated on a basis consistent with net income available to Common Shares / Units and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares/preference units in accordance with GAAP. 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.
|
Items 10, 11, 12, 13 and 14.
|
|
(1)
|
Financial Statements: See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.
|
(2)
|
Exhibits: See the Exhibit Index.
|
(3)
|
Financial Statement Schedules: See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.
|
|
|
EQUITY RESIDENTIAL
|
|
|
|
|
|
|
|
By:
|
/s/ David J. Neithercut
|
|
|
|
David J. Neithercut
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date:
|
February 23, 2017
|
|
|
ERP OPERATING LIMITED PARTNERSHIP
BY: EQUITY RESIDENTIAL
ITS GENERAL PARTNER
|
|
|
|
|
|
|
|
By:
|
/s/ David J. Neithercut
|
|
|
|
David J. Neithercut
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date:
|
February 23, 2017
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ David J. Neithercut
|
|
President, Chief Executive Officer and Trustee
|
|
February 23, 2017
|
David J. Neithercut
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Mark J. Parrell
|
|
Executive Vice President and Chief Financial Officer
|
|
February 23, 2017
|
Mark J. Parrell
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Ian S. Kaufman
|
|
Senior Vice President and Chief Accounting Officer
|
|
February 23, 2017
|
Ian S. Kaufman
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ John W. Alexander
|
|
Trustee
|
|
February 23, 2017
|
John W. Alexander
|
|
|
|
|
|
|
|
|
|
/s/ Charles L. Atwood
|
|
Trustee
|
|
February 23, 2017
|
Charles L. Atwood
|
|
|
|
|
|
|
|
|
|
/s/ Linda Walker Bynoe
|
|
Trustee
|
|
February 23, 2017
|
Linda Walker Bynoe
|
|
|
|
|
|
|
|
|
|
/s/ Connie K. Duckworth
|
|
Trustee
|
|
February 23, 2017
|
Connie K. Duckworth
|
|
|
|
|
|
|
|
|
|
/s/ Mary Kay Haben
|
|
Trustee
|
|
February 23, 2017
|
Mary Kay Haben
|
|
|
|
|
|
|
|
|
|
/s/ Bradley A. Keywell
|
|
Trustee
|
|
February 23, 2017
|
Bradley A. Keywell
|
|
|
|
|
|
|
|
|
|
/s/ John E. Neal
|
|
Trustee
|
|
February 23, 2017
|
John E. Neal
|
|
|
|
|
|
|
|
|
|
/s/ Mark S. Shapiro
|
|
Trustee
|
|
February 23, 2017
|
Mark S. Shapiro
|
|
|
|
|
|
|
|
|
|
/s/ Stephen E. Sterrett
|
|
Trustee
|
|
February 23, 2017
|
Stephen E. Sterrett
|
|
|
|
|
|
|
|
|
|
/s/ B. Joseph White
|
|
Trustee
|
|
February 23, 2017
|
B. Joseph White
|
|
|
|
|
|
|
|
|
|
/s/ Gerald A. Spector
|
|
Vice Chairman of the Board of Trustees
|
|
February 23, 2017
|
Gerald A. Spector
|
|
|
|
|
|
|
|
|
|
/s/ Samuel Zell
|
|
Chairman of the Board of Trustees
|
|
February 23, 2017
|
Samuel Zell
|
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
ERNST & YOUNG LLP
|
|
|
Chicago, Illinois
|
|
February 23, 2017
|
|
|
/s/ ERNST & YOUNG LLP
|
|
ERNST & YOUNG LLP
|
|
|
Chicago, Illinois
|
|
February 23, 2017
|
|
|
/s/ ERNST & YOUNG LLP
|
|
ERNST & YOUNG LLP
|
|
|
Chicago, Illinois
|
|
February 23, 2017
|
|
|
/s/ ERNST & YOUNG LLP
|
|
ERNST & YOUNG LLP
|
|
|
Chicago, Illinois
|
|
February 23, 2017
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
||||
Investment in real estate
|
|
|
|
|
|
|
||
Land
|
|
$
|
5,899,862
|
|
|
$
|
5,864,046
|
|
Depreciable property
|
|
18,730,579
|
|
|
18,037,087
|
|
||
Projects under development
|
|
637,168
|
|
|
1,122,376
|
|
||
Land held for development
|
|
118,816
|
|
|
158,843
|
|
||
Investment in real estate
|
|
25,386,425
|
|
|
25,182,352
|
|
||
Accumulated depreciation
|
|
(5,360,389
|
)
|
|
(4,905,406
|
)
|
||
Investment in real estate, net
|
|
20,026,036
|
|
|
20,276,946
|
|
||
Real estate held for sale
|
|
—
|
|
|
2,181,135
|
|
||
Cash and cash equivalents
|
|
77,207
|
|
|
42,276
|
|
||
Investments in unconsolidated entities
|
|
60,141
|
|
|
68,101
|
|
||
Deposits – restricted
|
|
76,946
|
|
|
55,893
|
|
||
Escrow deposits – mortgage
|
|
64,935
|
|
|
56,946
|
|
||
Other assets
|
|
398,883
|
|
|
428,899
|
|
||
Total assets
|
|
$
|
20,704,148
|
|
|
$
|
23,110,196
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|||
Mortgage notes payable, net
|
|
$
|
4,119,181
|
|
|
$
|
4,685,134
|
|
Notes, net
|
|
4,848,079
|
|
|
5,848,956
|
|
||
Line of credit and commercial paper
|
|
19,998
|
|
|
387,276
|
|
||
Accounts payable and accrued expenses
|
|
147,482
|
|
|
187,124
|
|
||
Accrued interest payable
|
|
60,946
|
|
|
85,221
|
|
||
Other liabilities
|
|
350,466
|
|
|
366,387
|
|
||
Security deposits
|
|
62,624
|
|
|
77,582
|
|
||
Distributions payable
|
|
192,296
|
|
|
209,378
|
|
||
Total liabilities
|
|
9,801,072
|
|
|
11,847,058
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable Noncontrolling Interests – Operating Partnership
|
|
442,092
|
|
|
566,783
|
|
||
Equity:
|
|
|
|
|
|
|||
Shareholders’ equity:
|
|
|
|
|
|
|||
Preferred Shares of beneficial interest, $0.01 par value;
100,000,000 shares authorized; 745,600 shares issued and outstanding as of December 31, 2016 and December 31, 2015 |
|
37,280
|
|
|
37,280
|
|
||
Common Shares of beneficial interest, $0.01 par value;
1,000,000,000 shares authorized; 365,870,924 shares issued and outstanding as of December 31, 2016 and 364,755,444 shares issued and outstanding as of December 31, 2015 |
|
3,659
|
|
|
3,648
|
|
||
Paid in capital
|
|
8,758,422
|
|
|
8,572,365
|
|
||
Retained earnings
|
|
1,543,626
|
|
|
2,009,091
|
|
||
Accumulated other comprehensive (loss)
|
|
(113,909
|
)
|
|
(152,016
|
)
|
||
Total shareholders’ equity
|
|
10,229,078
|
|
|
10,470,368
|
|
||
Noncontrolling Interests:
|
|
|
|
|
||||
Operating Partnership
|
|
221,297
|
|
|
221,379
|
|
||
Partially Owned Properties
|
|
10,609
|
|
|
4,608
|
|
||
Total Noncontrolling Interests
|
|
231,906
|
|
|
225,987
|
|
||
Total equity
|
|
10,460,984
|
|
|
10,696,355
|
|
||
Total liabilities and equity
|
|
$
|
20,704,148
|
|
|
$
|
23,110,196
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
|||
Rental income
|
|
$
|
2,422,233
|
|
|
$
|
2,736,578
|
|
|
$
|
2,605,311
|
|
Fee and asset management
|
|
3,567
|
|
|
8,387
|
|
|
9,437
|
|
|||
Total revenues
|
|
2,425,800
|
|
|
2,744,965
|
|
|
2,614,748
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|||||
Property and maintenance
|
|
406,823
|
|
|
479,160
|
|
|
473,098
|
|
|||
Real estate taxes and insurance
|
|
317,387
|
|
|
339,802
|
|
|
325,401
|
|
|||
Property management
|
|
82,015
|
|
|
86,206
|
|
|
85,065
|
|
|||
General and administrative
|
|
57,840
|
|
|
64,664
|
|
|
50,679
|
|
|||
Depreciation
|
|
705,649
|
|
|
765,895
|
|
|
758,861
|
|
|||
Total expenses
|
|
1,569,714
|
|
|
1,735,727
|
|
|
1,693,104
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
856,086
|
|
|
1,009,238
|
|
|
921,644
|
|
|||
|
|
|
|
|
|
|
||||||
Interest and other income
|
|
65,773
|
|
|
7,372
|
|
|
4,462
|
|
|||
Other expenses
|
|
(10,368
|
)
|
|
(2,942
|
)
|
|
(9,073
|
)
|
|||
Interest:
|
|
|
|
|
|
|
|
|
|
|||
Expense incurred, net
|
|
(482,246
|
)
|
|
(444,487
|
)
|
|
(457,460
|
)
|
|||
Amortization of deferred financing costs
|
|
(12,633
|
)
|
|
(10,801
|
)
|
|
(11,088
|
)
|
|||
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 |
|
416,612
|
|
|
558,380
|
|
|
448,485
|
|
|||
Income and other tax (expense) benefit
|
|
(1,613
|
)
|
|
(917
|
)
|
|
(1,394
|
)
|
|||
Income (loss) from investments in unconsolidated entities
|
|
4,801
|
|
|
15,025
|
|
|
(7,952
|
)
|
|||
Net gain on sales of real estate properties
|
|
4,044,055
|
|
|
335,134
|
|
|
212,685
|
|
|||
Net gain (loss) on sales of land parcels
|
|
15,731
|
|
|
(1
|
)
|
|
5,277
|
|
|||
Income from continuing operations
|
|
4,479,586
|
|
|
907,621
|
|
|
657,101
|
|
|||
Discontinued operations, net
|
|
518
|
|
|
397
|
|
|
1,582
|
|
|||
Net income
|
|
4,480,104
|
|
|
908,018
|
|
|
658,683
|
|
|||
Net (income) attributable to Noncontrolling Interests:
|
|
|
|
|
|
|
|
|
|
|||
Operating Partnership
|
|
(171,511
|
)
|
|
(34,241
|
)
|
|
(24,831
|
)
|
|||
Partially Owned Properties
|
|
(16,430
|
)
|
|
(3,657
|
)
|
|
(2,544
|
)
|
|||
Net income attributable to controlling interests
|
|
4,292,163
|
|
|
870,120
|
|
|
631,308
|
|
|||
Preferred distributions
|
|
(3,091
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|||
Premium on redemption of Preferred Shares
|
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|||
Net income available to Common Shares
|
|
$
|
4,289,072
|
|
|
$
|
863,277
|
|
|
$
|
627,163
|
|
|
|
|
|
|
|
|
||||||
Earnings per share – basic:
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations available to Common Shares
|
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.73
|
|
Net income available to Common Shares
|
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.74
|
|
Weighted average Common Shares outstanding
|
|
365,002
|
|
|
363,498
|
|
|
361,181
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations available to Common Shares
|
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.72
|
|
Net income available to Common Shares
|
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.73
|
|
Weighted average Common Shares outstanding
|
|
381,992
|
|
|
380,620
|
|
|
377,735
|
|
|||
|
|
|
|
|
|
|
||||||
Distributions declared per Common Share outstanding
|
|
$
|
13.015
|
|
|
$
|
2.21
|
|
|
$
|
2.00
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
4,480,104
|
|
|
$
|
908,018
|
|
|
$
|
658,683
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) – derivative instruments:
|
|
|
|
|
|
|
|
|
|
|||
Unrealized holding (losses) gains arising during the year
|
|
(3,915
|
)
|
|
2,219
|
|
|
(33,306
|
)
|
|||
Losses reclassified into earnings from other comprehensive income
|
|
41,758
|
|
|
18,244
|
|
|
16,868
|
|
|||
Other comprehensive income (loss) – foreign currency:
|
|
|
|
|
|
|
||||||
Currency translation adjustments arising during the year
|
|
264
|
|
|
(327
|
)
|
|
(552
|
)
|
|||
Other comprehensive income (loss)
|
|
38,107
|
|
|
20,136
|
|
|
(16,990
|
)
|
|||
Comprehensive income
|
|
4,518,211
|
|
|
928,154
|
|
|
641,693
|
|
|||
Comprehensive (income) attributable to Noncontrolling Interests
|
|
(189,411
|
)
|
|
(38,668
|
)
|
|
(26,728
|
)
|
|||
Comprehensive income attributable to controlling interests
|
|
$
|
4,328,800
|
|
|
$
|
889,486
|
|
|
$
|
614,965
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
4,480,104
|
|
|
$
|
908,018
|
|
|
$
|
658,683
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
|
705,649
|
|
|
765,895
|
|
|
758,861
|
|
|||
Amortization of deferred financing costs
|
|
12,633
|
|
|
10,801
|
|
|
11,088
|
|
|||
Amortization of above/below market leases
|
|
3,426
|
|
|
3,382
|
|
|
3,222
|
|
|||
Amortization of discounts and premiums on debt
|
|
(17,378
|
)
|
|
(9,492
|
)
|
|
(13,520
|
)
|
|||
Amortization of deferred settlements on derivative instruments
|
|
41,680
|
|
|
18,075
|
|
|
16,334
|
|
|||
Write-off of pursuit costs
|
|
4,092
|
|
|
3,208
|
|
|
3,607
|
|
|||
(Income) loss from investments in unconsolidated entities
|
|
(4,801
|
)
|
|
(15,025
|
)
|
|
7,952
|
|
|||
Distributions from unconsolidated entities – return on capital
|
|
2,863
|
|
|
4,741
|
|
|
5,570
|
|
|||
Net (gain) on sales of investment securities and other investments
|
|
(58,409
|
)
|
|
(526
|
)
|
|
(57
|
)
|
|||
Net (gain) on sales of real estate properties
|
|
(4,044,055
|
)
|
|
(335,134
|
)
|
|
(212,685
|
)
|
|||
Net (gain) loss on sales of land parcels
|
|
(15,731
|
)
|
|
1
|
|
|
(5,277
|
)
|
|||
Net (gain) on sales of discontinued operations
|
|
(43
|
)
|
|
—
|
|
|
(179
|
)
|
|||
Realized/unrealized loss (gain) on derivative instruments
|
|
74
|
|
|
3,055
|
|
|
(60
|
)
|
|||
Compensation paid with Company Common Shares
|
|
30,530
|
|
|
34,607
|
|
|
27,543
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in deposits – restricted
|
|
11,450
|
|
|
(1,794
|
)
|
|
(1,740
|
)
|
|||
(Increase) decrease in mortgage deposits
|
|
(26
|
)
|
|
258
|
|
|
1,452
|
|
|||
Decrease (increase) in other assets
|
|
31,147
|
|
|
(41,803
|
)
|
|
21,773
|
|
|||
(Decrease) increase in accounts payable and accrued expenses
|
|
(6,061
|
)
|
|
(1,667
|
)
|
|
17,797
|
|
|||
(Decrease) increase in accrued interest payable
|
|
(24,275
|
)
|
|
(4,319
|
)
|
|
11,231
|
|
|||
(Decrease) increase in other liabilities
|
|
(26,422
|
)
|
|
12,269
|
|
|
8,437
|
|
|||
(Decrease) increase in security deposits
|
|
(14,958
|
)
|
|
1,949
|
|
|
4,041
|
|
|||
Net cash provided by operating activities
|
|
1,111,489
|
|
|
1,356,499
|
|
|
1,324,073
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Investment in real estate – acquisitions
|
|
(205,880
|
)
|
|
(331,336
|
)
|
|
(469,989
|
)
|
|||
Investment in real estate – development/other
|
|
(566,825
|
)
|
|
(653,897
|
)
|
|
(530,387
|
)
|
|||
Capital expenditures to real estate
|
|
(172,177
|
)
|
|
(182,113
|
)
|
|
(185,957
|
)
|
|||
Non-real estate capital additions
|
|
(5,731
|
)
|
|
(3,991
|
)
|
|
(5,286
|
)
|
|||
Interest capitalized for real estate and unconsolidated entities under development
|
|
(51,451
|
)
|
|
(59,885
|
)
|
|
(52,782
|
)
|
|||
Proceeds from disposition of real estate, net
|
|
6,824,659
|
|
|
504,748
|
|
|
522,647
|
|
|||
Investments in unconsolidated entities
|
|
(5,266
|
)
|
|
(23,019
|
)
|
|
(15,768
|
)
|
|||
Distributions from unconsolidated entities – return of capital
|
|
13,798
|
|
|
51,144
|
|
|
103,793
|
|
|||
Proceeds from sale of investment securities and other investments
|
|
72,815
|
|
|
2,535
|
|
|
57
|
|
|||
(Increase) decrease in deposits on real estate acquisitions and investments, net
|
|
(32,503
|
)
|
|
17,874
|
|
|
33,004
|
|
|||
Decrease (increase) in mortgage deposits
|
|
534
|
|
|
(531
|
)
|
|
798
|
|
|||
Consolidation of previously unconsolidated properties
|
|
—
|
|
|
—
|
|
|
(44,796
|
)
|
|||
Net cash provided by (used for) investing activities
|
|
5,871,973
|
|
|
(678,471
|
)
|
|
(644,666
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Debt financing costs
|
|
$
|
(13,305
|
)
|
|
$
|
(6,425
|
)
|
|
$
|
(10,982
|
)
|
Mortgage deposits
|
|
(8,497
|
)
|
|
(8,588
|
)
|
|
(7,699
|
)
|
|||
Mortgage notes payable, net:
|
|
|
|
|
|
|
|
|
|
|||
Lump sum payoffs
|
|
(583,122
|
)
|
|
(359,244
|
)
|
|
(88,788
|
)
|
|||
Scheduled principal repayments
|
|
(8,544
|
)
|
|
(9,275
|
)
|
|
(11,869
|
)
|
|||
Notes, net:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds
|
|
496,705
|
|
|
746,391
|
|
|
1,194,277
|
|
|||
Lump sum payoffs
|
|
(1,500,000
|
)
|
|
(300,000
|
)
|
|
(1,250,000
|
)
|
|||
Line of credit and commercial paper:
|
|
|
|
|
|
|
|
|
|
|||
Line of credit proceeds
|
|
426,000
|
|
|
3,770,000
|
|
|
7,167,000
|
|
|||
Line of credit repayments
|
|
(426,000
|
)
|
|
(4,103,000
|
)
|
|
(6,949,000
|
)
|
|||
Commercial paper proceeds
|
|
1,759,586
|
|
|
3,931,227
|
|
|
—
|
|
|||
Commercial paper repayments
|
|
(2,127,472
|
)
|
|
(3,545,028
|
)
|
|
—
|
|
|||
(Payments on) settlement of derivative instruments
|
|
(4,662
|
)
|
|
(13,938
|
)
|
|
(758
|
)
|
|||
Proceeds from Employee Share Purchase Plan (ESPP)
|
|
3,686
|
|
|
4,404
|
|
|
3,392
|
|
|||
Proceeds from exercise of options
|
|
35,833
|
|
|
59,508
|
|
|
82,573
|
|
|||
Common Shares repurchased and retired
|
|
—
|
|
|
—
|
|
|
(1,777
|
)
|
|||
Redemption of Preferred Shares
|
|
—
|
|
|
(12,720
|
)
|
|
—
|
|
|||
Premium on redemption of Preferred Shares
|
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|||
Payment of offering costs
|
|
(314
|
)
|
|
(79
|
)
|
|
(41
|
)
|
|||
Other financing activities, net
|
|
(49
|
)
|
|
(49
|
)
|
|
(49
|
)
|
|||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
—
|
|
|
(5,501
|
)
|
|||
Contributions – Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
—
|
|
|
5,684
|
|
|||
Contributions – Noncontrolling Interests – Operating Partnership
|
|
1
|
|
|
3
|
|
|
3
|
|
|||
Distributions:
|
|
|
|
|
|
|
|
|
|
|||
Common Shares
|
|
(4,771,725
|
)
|
|
(784,748
|
)
|
|
(776,659
|
)
|
|||
Preferred Shares
|
|
(2,318
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|||
Noncontrolling Interests – Operating Partnership
|
|
(188,115
|
)
|
|
(30,869
|
)
|
|
(30,744
|
)
|
|||
Noncontrolling Interests – Partially Owned Properties
|
|
(36,219
|
)
|
|
(6,559
|
)
|
|
(7,778
|
)
|
|||
Net cash (used for) financing activities
|
|
(6,948,531
|
)
|
|
(675,832
|
)
|
|
(692,861
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
34,931
|
|
|
2,196
|
|
|
(13,454
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
42,276
|
|
|
40,080
|
|
|
53,534
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
77,207
|
|
|
$
|
42,276
|
|
|
$
|
40,080
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, net of amounts capitalized
|
|
$
|
482,152
|
|
|
$
|
436,748
|
|
|
$
|
443,125
|
|
Net cash paid for income and other taxes
|
|
$
|
1,494
|
|
|
$
|
1,264
|
|
|
$
|
1,517
|
|
Real estate acquisitions/dispositions/other:
|
|
|
|
|
|
|
|
|
|
|||
Mortgage loans assumed
|
|
$
|
43,400
|
|
|
$
|
—
|
|
|
$
|
28,910
|
|
Amortization of deferred financing costs:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
$
|
3,366
|
|
|
$
|
3,054
|
|
|
$
|
3,054
|
|
Mortgage notes payable, net
|
|
$
|
3,978
|
|
|
$
|
3,589
|
|
|
$
|
3,075
|
|
Notes, net
|
|
$
|
5,289
|
|
|
$
|
4,158
|
|
|
$
|
4,959
|
|
Amortization of discounts and premiums on debt:
|
|
|
|
|
|
|
|
|
|
|||
Mortgage notes payable
|
|
$
|
(21,158
|
)
|
|
$
|
(13,126
|
)
|
|
$
|
(15,904
|
)
|
Notes, net
|
|
$
|
3,172
|
|
|
$
|
2,557
|
|
|
$
|
2,384
|
|
Line of credit and commercial paper
|
|
$
|
608
|
|
|
$
|
1,077
|
|
|
$
|
—
|
|
Amortization of deferred settlements on derivative instruments:
|
|
|
|
|
|
|
|
|
|
|||
Other liabilities
|
|
$
|
(78
|
)
|
|
$
|
(169
|
)
|
|
$
|
(534
|
)
|
Accumulated other comprehensive income
|
|
$
|
41,758
|
|
|
$
|
18,244
|
|
|
$
|
16,868
|
|
Write-off of pursuit costs:
|
|
|
|
|
|
|
||||||
Investment in real estate, net
|
|
$
|
3,586
|
|
|
$
|
2,804
|
|
|
$
|
2,541
|
|
Deposits – restricted
|
|
$
|
—
|
|
|
$
|
330
|
|
|
$
|
—
|
|
Other assets
|
|
$
|
402
|
|
|
$
|
74
|
|
|
$
|
1,066
|
|
Accounts payable and accrued expenses
|
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Income) loss from investments in unconsolidated entities:
|
|
|
|
|
|
|
||||||
Investments in unconsolidated entities
|
|
$
|
(6,327
|
)
|
|
$
|
(17,340
|
)
|
|
$
|
4,610
|
|
Other liabilities
|
|
$
|
1,526
|
|
|
$
|
2,315
|
|
|
$
|
3,342
|
|
Distributions from unconsolidated entities – return on capital:
|
|
|
|
|
|
|
||||||
Investments in unconsolidated entities
|
|
$
|
2,863
|
|
|
$
|
4,606
|
|
|
$
|
5,360
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
210
|
|
Realized/unrealized loss (gain) on derivative instruments:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
$
|
1,798
|
|
|
$
|
(3,573
|
)
|
|
$
|
10,160
|
|
Notes, net
|
|
$
|
(1,798
|
)
|
|
$
|
2,058
|
|
|
$
|
1,597
|
|
Other liabilities
|
|
$
|
3,989
|
|
|
$
|
2,351
|
|
|
$
|
21,489
|
|
Accumulated other comprehensive income
|
|
$
|
(3,915
|
)
|
|
$
|
2,219
|
|
|
$
|
(33,306
|
)
|
Interest capitalized for real estate and unconsolidated entities under development:
|
|
|
|
|
|
|
||||||
Investment in real estate, net
|
|
$
|
(51,451
|
)
|
|
$
|
(59,885
|
)
|
|
$
|
(52,717
|
)
|
Investments in unconsolidated entities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(65
|
)
|
Investments in unconsolidated entities:
|
|
|
|
|
|
|
||||||
Investments in unconsolidated entities
|
|
$
|
(2,326
|
)
|
|
$
|
(1,404
|
)
|
|
$
|
(6,318
|
)
|
Other liabilities
|
|
$
|
(2,940
|
)
|
|
$
|
(21,615
|
)
|
|
$
|
(9,450
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
SUPPLEMENTAL INFORMATION (continued):
|
|
|
|
|
|
|
||||||
Distributions from unconsolidated entities - return of capital:
|
|
|
|
|
|
|
||||||
Investments in unconsolidated entities
|
|
$
|
14,014
|
|
|
$
|
51,144
|
|
|
$
|
103,793
|
|
Other assets
|
|
$
|
(216
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Consolidation of previously unconsolidated properties:
|
|
|
|
|
|
|
||||||
Investment in real estate, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(64,319
|
)
|
Investments in unconsolidated entities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(847
|
)
|
Accounts payable and accrued expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,987
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,383
|
|
Debt financing costs:
|
|
|
|
|
|
|
||||||
Other assets
|
|
$
|
(8,553
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage notes payable, net
|
|
$
|
(507
|
)
|
|
$
|
(35
|
)
|
|
$
|
(448
|
)
|
Notes, net
|
|
$
|
(4,245
|
)
|
|
$
|
(6,390
|
)
|
|
$
|
(10,534
|
)
|
(Payments on) settlement of derivative instruments:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
$
|
—
|
|
|
$
|
1,848
|
|
|
$
|
6,623
|
|
Other liabilities
|
|
$
|
(4,662
|
)
|
|
$
|
(15,786
|
)
|
|
$
|
(7,381
|
)
|
Other:
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
|
$
|
(264
|
)
|
|
$
|
327
|
|
|
$
|
552
|
|
|
|
Year Ended December 31,
|
||||||||||
SHAREHOLDERS’ EQUITY
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
PREFERRED SHARES
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
|
$
|
37,280
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
Partial redemption of 8.29% Series K Cumulative Redeemable
|
|
—
|
|
|
(12,720
|
)
|
|
—
|
|
|||
Balance, end of year
|
|
$
|
37,280
|
|
|
$
|
37,280
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
|
||||||
COMMON SHARES, $0.01 PAR VALUE
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
|
$
|
3,648
|
|
|
$
|
3,629
|
|
|
$
|
3,605
|
|
Conversion of OP Units into Common Shares
|
|
1
|
|
|
2
|
|
|
1
|
|
|||
Exercise of share options
|
|
8
|
|
|
14
|
|
|
21
|
|
|||
Employee Share Purchase Plan (ESPP)
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
Share-based employee compensation expense:
|
|
|
|
|
|
|
|
|
|
|||
Restricted shares
|
|
1
|
|
|
2
|
|
|
2
|
|
|||
Balance, end of year
|
|
$
|
3,659
|
|
|
$
|
3,648
|
|
|
$
|
3,629
|
|
|
|
|
|
|
|
|
||||||
PAID IN CAPITAL
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
|
$
|
8,572,365
|
|
|
$
|
8,536,340
|
|
|
$
|
8,561,500
|
|
Common Share Issuance:
|
|
|
|
|
|
|
|
|
|
|||
Conversion of OP Units into Common Shares
|
|
3,725
|
|
|
4,964
|
|
|
2,364
|
|
|||
Exercise of share options
|
|
35,825
|
|
|
59,494
|
|
|
82,552
|
|
|||
Employee Share Purchase Plan (ESPP)
|
|
3,685
|
|
|
4,403
|
|
|
3,392
|
|
|||
Conversion of restricted shares to restricted units
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|||
Share-based employee compensation expense:
|
|
|
|
|
|
|
|
|
|
|||
Restricted shares
|
|
15,015
|
|
|
15,064
|
|
|
9,902
|
|
|||
Share options
|
|
3,432
|
|
|
3,756
|
|
|
7,349
|
|
|||
ESPP discount
|
|
650
|
|
|
884
|
|
|
859
|
|
|||
Common Shares repurchased and retired
|
|
—
|
|
|
—
|
|
|
(1,777
|
)
|
|||
Offering costs
|
|
(314
|
)
|
|
(79
|
)
|
|
(41
|
)
|
|||
Supplemental Executive Retirement Plan (SERP)
|
|
748
|
|
|
1,380
|
|
|
7,374
|
|
|||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
—
|
|
|
(2,308
|
)
|
|||
Change in market value of Redeemable Noncontrolling Interests – Operating
Partnership |
|
115,093
|
|
|
(64,378
|
)
|
|
(139,818
|
)
|
|||
Adjustment for Noncontrolling Interests ownership in Operating Partnership
|
|
8,198
|
|
|
10,607
|
|
|
4,992
|
|
|||
Balance, end of year
|
|
$
|
8,758,422
|
|
|
$
|
8,572,365
|
|
|
$
|
8,536,340
|
|
|
|
|
|
|
|
|
||||||
RETAINED EARNINGS
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
|
$
|
2,009,091
|
|
|
$
|
1,950,639
|
|
|
$
|
2,047,258
|
|
Net income attributable to controlling interests
|
|
4,292,163
|
|
|
870,120
|
|
|
631,308
|
|
|||
Common Share distributions
|
|
(4,754,537
|
)
|
|
(804,825
|
)
|
|
(723,782
|
)
|
|||
Preferred Share distributions
|
|
(3,091
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|||
Premium on redemption of Preferred Shares – cash charge
|
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|||
Balance, end of year
|
|
$
|
1,543,626
|
|
|
$
|
2,009,091
|
|
|
$
|
1,950,639
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
||||
Investment in real estate
|
|
|
|
|
|
|
||
Land
|
|
$
|
5,899,862
|
|
|
$
|
5,864,046
|
|
Depreciable property
|
|
18,730,579
|
|
|
18,037,087
|
|
||
Projects under development
|
|
637,168
|
|
|
1,122,376
|
|
||
Land held for development
|
|
118,816
|
|
|
158,843
|
|
||
Investment in real estate
|
|
25,386,425
|
|
|
25,182,352
|
|
||
Accumulated depreciation
|
|
(5,360,389
|
)
|
|
(4,905,406
|
)
|
||
Investment in real estate, net
|
|
20,026,036
|
|
|
20,276,946
|
|
||
Real estate held for sale
|
|
—
|
|
|
2,181,135
|
|
||
Cash and cash equivalents
|
|
77,207
|
|
|
42,276
|
|
||
Investments in unconsolidated entities
|
|
60,141
|
|
|
68,101
|
|
||
Deposits – restricted
|
|
76,946
|
|
|
55,893
|
|
||
Escrow deposits – mortgage
|
|
64,935
|
|
|
56,946
|
|
||
Other assets
|
|
398,883
|
|
|
428,899
|
|
||
Total assets
|
|
$
|
20,704,148
|
|
|
$
|
23,110,196
|
|
|
|
|
|
|
||||
LIABILITIES AND CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
||
Mortgage notes payable, net
|
|
$
|
4,119,181
|
|
|
$
|
4,685,134
|
|
Notes, net
|
|
4,848,079
|
|
|
5,848,956
|
|
||
Line of credit and commercial paper
|
|
19,998
|
|
|
387,276
|
|
||
Accounts payable and accrued expenses
|
|
147,482
|
|
|
187,124
|
|
||
Accrued interest payable
|
|
60,946
|
|
|
85,221
|
|
||
Other liabilities
|
|
350,466
|
|
|
366,387
|
|
||
Security deposits
|
|
62,624
|
|
|
77,582
|
|
||
Distributions payable
|
|
192,296
|
|
|
209,378
|
|
||
Total liabilities
|
|
9,801,072
|
|
|
11,847,058
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable Limited Partners
|
|
442,092
|
|
|
566,783
|
|
||
Capital:
|
|
|
|
|
|
|
||
Partners' Capital:
|
|
|
|
|
|
|
||
Preference Units
|
|
37,280
|
|
|
37,280
|
|
||
General Partner
|
|
10,305,707
|
|
|
10,585,104
|
|
||
Limited Partners
|
|
221,297
|
|
|
221,379
|
|
||
Accumulated other comprehensive (loss)
|
|
(113,909
|
)
|
|
(152,016
|
)
|
||
Total partners' capital
|
|
10,450,375
|
|
|
10,691,747
|
|
||
Noncontrolling Interests – Partially Owned Properties
|
|
10,609
|
|
|
4,608
|
|
||
Total capital
|
|
10,460,984
|
|
|
10,696,355
|
|
||
Total liabilities and capital
|
|
$
|
20,704,148
|
|
|
$
|
23,110,196
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|||||
Rental income
|
|
$
|
2,422,233
|
|
|
$
|
2,736,578
|
|
|
$
|
2,605,311
|
|
Fee and asset management
|
|
3,567
|
|
|
8,387
|
|
|
9,437
|
|
|||
Total revenues
|
|
2,425,800
|
|
|
2,744,965
|
|
|
2,614,748
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|||
Property and maintenance
|
|
406,823
|
|
|
479,160
|
|
|
473,098
|
|
|||
Real estate taxes and insurance
|
|
317,387
|
|
|
339,802
|
|
|
325,401
|
|
|||
Property management
|
|
82,015
|
|
|
86,206
|
|
|
85,065
|
|
|||
General and administrative
|
|
57,840
|
|
|
64,664
|
|
|
50,679
|
|
|||
Depreciation
|
|
705,649
|
|
|
765,895
|
|
|
758,861
|
|
|||
Total expenses
|
|
1,569,714
|
|
|
1,735,727
|
|
|
1,693,104
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
856,086
|
|
|
1,009,238
|
|
|
921,644
|
|
|||
Interest and other income
|
|
65,773
|
|
|
7,372
|
|
|
4,462
|
|
|||
Other expenses
|
|
(10,368
|
)
|
|
(2,942
|
)
|
|
(9,073
|
)
|
|||
Interest:
|
|
|
|
|
|
|
|
|
|
|||
Expense incurred, net
|
|
(482,246
|
)
|
|
(444,487
|
)
|
|
(457,460
|
)
|
|||
Amortization of deferred financing costs
|
|
(12,633
|
)
|
|
(10,801
|
)
|
|
(11,088
|
)
|
|||
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 |
|
416,612
|
|
|
558,380
|
|
|
448,485
|
|
|||
Income and other tax (expense) benefit
|
|
(1,613
|
)
|
|
(917
|
)
|
|
(1,394
|
)
|
|||
Income (loss) from investments in unconsolidated entities
|
|
4,801
|
|
|
15,025
|
|
|
(7,952
|
)
|
|||
Net gain on sales of real estate properties
|
|
4,044,055
|
|
|
335,134
|
|
|
212,685
|
|
|||
Net gain (loss) on sales of land parcels
|
|
15,731
|
|
|
(1
|
)
|
|
5,277
|
|
|||
Income from continuing operations
|
|
4,479,586
|
|
|
907,621
|
|
|
657,101
|
|
|||
Discontinued operations, net
|
|
518
|
|
|
397
|
|
|
1,582
|
|
|||
Net income
|
|
4,480,104
|
|
|
908,018
|
|
|
658,683
|
|
|||
Net (income) attributable to Noncontrolling Interests – Partially
Owned Properties |
|
(16,430
|
)
|
|
(3,657
|
)
|
|
(2,544
|
)
|
|||
Net income attributable to controlling interests
|
|
$
|
4,463,674
|
|
|
$
|
904,361
|
|
|
$
|
656,139
|
|
ALLOCATION OF NET INCOME:
|
|
|
|
|
|
|
||||||
Preference Units
|
|
$
|
3,091
|
|
|
$
|
3,357
|
|
|
$
|
4,145
|
|
Premium on redemption of Preference Units
|
|
$
|
—
|
|
|
$
|
3,486
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
General Partner
|
|
$
|
4,289,072
|
|
|
$
|
863,277
|
|
|
$
|
627,163
|
|
Limited Partners
|
|
171,511
|
|
|
34,241
|
|
|
24,831
|
|
|||
Net income available to Units
|
|
$
|
4,460,583
|
|
|
$
|
897,518
|
|
|
$
|
651,994
|
|
|
|
|
|
|
|
|
||||||
Earnings per Unit – basic:
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations available to Units
|
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.73
|
|
Net income available to Units
|
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.74
|
|
Weighted average Units outstanding
|
|
378,829
|
|
|
377,074
|
|
|
374,899
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per Unit – diluted:
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations available to Units
|
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.72
|
|
Net income available to Units
|
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.73
|
|
Weighted average Units outstanding
|
|
381,992
|
|
|
380,620
|
|
|
377,735
|
|
|||
|
|
|
|
|
|
|
||||||
Distributions declared per Unit outstanding
|
|
$
|
13.015
|
|
|
$
|
2.21
|
|
|
$
|
2.00
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
4,480,104
|
|
|
$
|
908,018
|
|
|
$
|
658,683
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) – derivative instruments:
|
|
|
|
|
|
|
|
|
|
|||
Unrealized holding (losses) gains arising during the year
|
|
(3,915
|
)
|
|
2,219
|
|
|
(33,306
|
)
|
|||
Losses reclassified into earnings from other comprehensive income
|
|
41,758
|
|
|
18,244
|
|
|
16,868
|
|
|||
Other comprehensive income (loss) – foreign currency:
|
|
|
|
|
|
|
||||||
Currency translation adjustments arising during the year
|
|
264
|
|
|
(327
|
)
|
|
(552
|
)
|
|||
Other comprehensive income (loss)
|
|
38,107
|
|
|
20,136
|
|
|
(16,990
|
)
|
|||
Comprehensive income
|
|
4,518,211
|
|
|
928,154
|
|
|
641,693
|
|
|||
Comprehensive (income) attributable to Noncontrolling Interests –
Partially Owned Properties |
|
(16,430
|
)
|
|
(3,657
|
)
|
|
(2,544
|
)
|
|||
Comprehensive income attributable to controlling interests
|
|
$
|
4,501,781
|
|
|
$
|
924,497
|
|
|
$
|
639,149
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
4,480,104
|
|
|
$
|
908,018
|
|
|
$
|
658,683
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
|
705,649
|
|
|
765,895
|
|
|
758,861
|
|
|||
Amortization of deferred financing costs
|
|
12,633
|
|
|
10,801
|
|
|
11,088
|
|
|||
Amortization of above/below market leases
|
|
3,426
|
|
|
3,382
|
|
|
3,222
|
|
|||
Amortization of discounts and premiums on debt
|
|
(17,378
|
)
|
|
(9,492
|
)
|
|
(13,520
|
)
|
|||
Amortization of deferred settlements on derivative instruments
|
|
41,680
|
|
|
18,075
|
|
|
16,334
|
|
|||
Write-off of pursuit costs
|
|
4,092
|
|
|
3,208
|
|
|
3,607
|
|
|||
(Income) loss from investments in unconsolidated entities
|
|
(4,801
|
)
|
|
(15,025
|
)
|
|
7,952
|
|
|||
Distributions from unconsolidated entities – return on capital
|
|
2,863
|
|
|
4,741
|
|
|
5,570
|
|
|||
Net (gain) on sales of investment securities and other investments
|
|
(58,409
|
)
|
|
(526
|
)
|
|
(57
|
)
|
|||
Net (gain) on sales of real estate properties
|
|
(4,044,055
|
)
|
|
(335,134
|
)
|
|
(212,685
|
)
|
|||
Net (gain) loss on sales of land parcels
|
|
(15,731
|
)
|
|
1
|
|
|
(5,277
|
)
|
|||
Net (gain) on sales of discontinued operations
|
|
(43
|
)
|
|
—
|
|
|
(179
|
)
|
|||
Realized/unrealized loss (gain) on derivative instruments
|
|
74
|
|
|
3,055
|
|
|
(60
|
)
|
|||
Compensation paid with Company Common Shares
|
|
30,530
|
|
|
34,607
|
|
|
27,543
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in deposits – restricted
|
|
11,450
|
|
|
(1,794
|
)
|
|
(1,740
|
)
|
|||
(Increase) decrease in mortgage deposits
|
|
(26
|
)
|
|
258
|
|
|
1,452
|
|
|||
Decrease (increase) in other assets
|
|
31,147
|
|
|
(41,803
|
)
|
|
21,773
|
|
|||
(Decrease) increase in accounts payable and accrued expenses
|
|
(6,061
|
)
|
|
(1,667
|
)
|
|
17,797
|
|
|||
(Decrease) increase in accrued interest payable
|
|
(24,275
|
)
|
|
(4,319
|
)
|
|
11,231
|
|
|||
(Decrease) increase in other liabilities
|
|
(26,422
|
)
|
|
12,269
|
|
|
8,437
|
|
|||
(Decrease) increase in security deposits
|
|
(14,958
|
)
|
|
1,949
|
|
|
4,041
|
|
|||
Net cash provided by operating activities
|
|
1,111,489
|
|
|
1,356,499
|
|
|
1,324,073
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Investment in real estate – acquisitions
|
|
(205,880
|
)
|
|
(331,336
|
)
|
|
(469,989
|
)
|
|||
Investment in real estate – development/other
|
|
(566,825
|
)
|
|
(653,897
|
)
|
|
(530,387
|
)
|
|||
Capital expenditures to real estate
|
|
(172,177
|
)
|
|
(182,113
|
)
|
|
(185,957
|
)
|
|||
Non-real estate capital additions
|
|
(5,731
|
)
|
|
(3,991
|
)
|
|
(5,286
|
)
|
|||
Interest capitalized for real estate and unconsolidated entities under development
|
|
(51,451
|
)
|
|
(59,885
|
)
|
|
(52,782
|
)
|
|||
Proceeds from disposition of real estate, net
|
|
6,824,659
|
|
|
504,748
|
|
|
522,647
|
|
|||
Investments in unconsolidated entities
|
|
(5,266
|
)
|
|
(23,019
|
)
|
|
(15,768
|
)
|
|||
Distributions from unconsolidated entities – return of capital
|
|
13,798
|
|
|
51,144
|
|
|
103,793
|
|
|||
Proceeds from sale of investment securities and other investments
|
|
72,815
|
|
|
2,535
|
|
|
57
|
|
|||
(Increase) decrease in deposits on real estate acquisitions and investments, net
|
|
(32,503
|
)
|
|
17,874
|
|
|
33,004
|
|
|||
Decrease (increase) in mortgage deposits
|
|
534
|
|
|
(531
|
)
|
|
798
|
|
|||
Consolidation of previously unconsolidated properties
|
|
—
|
|
|
—
|
|
|
(44,796
|
)
|
|||
Net cash provided by (used for) investing activities
|
|
5,871,973
|
|
|
(678,471
|
)
|
|
(644,666
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Debt financing costs
|
|
$
|
(13,305
|
)
|
|
$
|
(6,425
|
)
|
|
$
|
(10,982
|
)
|
Mortgage deposits
|
|
(8,497
|
)
|
|
(8,588
|
)
|
|
(7,699
|
)
|
|||
Mortgage notes payable, net:
|
|
|
|
|
|
|
|
|
|
|||
Lump sum payoffs
|
|
(583,122
|
)
|
|
(359,244
|
)
|
|
(88,788
|
)
|
|||
Scheduled principal repayments
|
|
(8,544
|
)
|
|
(9,275
|
)
|
|
(11,869
|
)
|
|||
Notes, net:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds
|
|
496,705
|
|
|
746,391
|
|
|
1,194,277
|
|
|||
Lump sum payoffs
|
|
(1,500,000
|
)
|
|
(300,000
|
)
|
|
(1,250,000
|
)
|
|||
Line of credit and commercial paper:
|
|
|
|
|
|
|
|
|
|
|||
Line of credit proceeds
|
|
426,000
|
|
|
3,770,000
|
|
|
7,167,000
|
|
|||
Line of credit repayments
|
|
(426,000
|
)
|
|
(4,103,000
|
)
|
|
(6,949,000
|
)
|
|||
Commercial paper proceeds
|
|
1,759,586
|
|
|
3,931,227
|
|
|
—
|
|
|||
Commercial paper repayments
|
|
(2,127,472
|
)
|
|
(3,545,028
|
)
|
|
—
|
|
|||
(Payments on) settlement of derivative instruments
|
|
(4,662
|
)
|
|
(13,938
|
)
|
|
(758
|
)
|
|||
Proceeds from EQR's Employee Share Purchase Plan (ESPP)
|
|
3,686
|
|
|
4,404
|
|
|
3,392
|
|
|||
Proceeds from exercise of EQR options
|
|
35,833
|
|
|
59,508
|
|
|
82,573
|
|
|||
OP units repurchased and retired
|
|
—
|
|
|
—
|
|
|
(1,777
|
)
|
|||
Redemption of Preference Units
|
|
—
|
|
|
(12,720
|
)
|
|
—
|
|
|||
Premium on redemption of Preference Units
|
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|||
Payment of offering costs
|
|
(314
|
)
|
|
(79
|
)
|
|
(41
|
)
|
|||
Other financing activities, net
|
|
(49
|
)
|
|
(49
|
)
|
|
(49
|
)
|
|||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
—
|
|
|
(5,501
|
)
|
|||
Contributions – Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
—
|
|
|
5,684
|
|
|||
Contributions – Limited Partners
|
|
1
|
|
|
3
|
|
|
3
|
|
|||
Distributions:
|
|
|
|
|
|
|
|
|
|
|||
OP Units – General Partner
|
|
(4,771,725
|
)
|
|
(784,748
|
)
|
|
(776,659
|
)
|
|||
Preference Units
|
|
(2,318
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|||
OP Units – Limited Partners
|
|
(188,115
|
)
|
|
(30,869
|
)
|
|
(30,744
|
)
|
|||
Noncontrolling Interests – Partially Owned Properties
|
|
(36,219
|
)
|
|
(6,559
|
)
|
|
(7,778
|
)
|
|||
Net cash (used for) financing activities
|
|
(6,948,531
|
)
|
|
(675,832
|
)
|
|
(692,861
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
34,931
|
|
|
2,196
|
|
|
(13,454
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
42,276
|
|
|
40,080
|
|
|
53,534
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
77,207
|
|
|
$
|
42,276
|
|
|
$
|
40,080
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, net of amounts capitalized
|
|
$
|
482,152
|
|
|
$
|
436,748
|
|
|
$
|
443,125
|
|
Net cash paid for income and other taxes
|
|
$
|
1,494
|
|
|
$
|
1,264
|
|
|
$
|
1,517
|
|
Real estate acquisitions/dispositions/other:
|
|
|
|
|
|
|
|
|
|
|||
Mortgage loans assumed
|
|
$
|
43,400
|
|
|
$
|
—
|
|
|
$
|
28,910
|
|
Amortization of deferred financing costs:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
$
|
3,366
|
|
|
$
|
3,054
|
|
|
$
|
3,054
|
|
Mortgage notes payable, net
|
|
$
|
3,978
|
|
|
$
|
3,589
|
|
|
$
|
3,075
|
|
Notes, net
|
|
$
|
5,289
|
|
|
$
|
4,158
|
|
|
$
|
4,959
|
|
Amortization of discounts and premiums on debt:
|
|
|
|
|
|
|
|
|
|
|||
Mortgage notes payable
|
|
$
|
(21,158
|
)
|
|
$
|
(13,126
|
)
|
|
$
|
(15,904
|
)
|
Notes, net
|
|
$
|
3,172
|
|
|
$
|
2,557
|
|
|
$
|
2,384
|
|
Line of credit and commercial paper
|
|
$
|
608
|
|
|
$
|
1,077
|
|
|
$
|
—
|
|
Amortization of deferred settlements on derivative instruments:
|
|
|
|
|
|
|
|
|
|
|||
Other liabilities
|
|
$
|
(78
|
)
|
|
$
|
(169
|
)
|
|
$
|
(534
|
)
|
Accumulated other comprehensive income
|
|
$
|
41,758
|
|
|
$
|
18,244
|
|
|
$
|
16,868
|
|
Write-off of pursuit costs:
|
|
|
|
|
|
|
||||||
Investment in real estate, net
|
|
$
|
3,586
|
|
|
$
|
2,804
|
|
|
$
|
2,541
|
|
Deposits – restricted
|
|
$
|
—
|
|
|
$
|
330
|
|
|
$
|
—
|
|
Other assets
|
|
$
|
402
|
|
|
$
|
74
|
|
|
$
|
1,066
|
|
Accounts payable and accrued expenses
|
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Income) loss from investments in unconsolidated entities:
|
|
|
|
|
|
|
||||||
Investments in unconsolidated entities
|
|
$
|
(6,327
|
)
|
|
$
|
(17,340
|
)
|
|
$
|
4,610
|
|
Other liabilities
|
|
$
|
1,526
|
|
|
$
|
2,315
|
|
|
$
|
3,342
|
|
Distributions from unconsolidated entities – return on capital:
|
|
|
|
|
|
|
||||||
Investments in unconsolidated entities
|
|
$
|
2,863
|
|
|
$
|
4,606
|
|
|
$
|
5,360
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
210
|
|
Realized/unrealized loss (gain) on derivative instruments:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
$
|
1,798
|
|
|
$
|
(3,573
|
)
|
|
$
|
10,160
|
|
Notes, net
|
|
$
|
(1,798
|
)
|
|
$
|
2,058
|
|
|
$
|
1,597
|
|
Other liabilities
|
|
$
|
3,989
|
|
|
$
|
2,351
|
|
|
$
|
21,489
|
|
Accumulated other comprehensive income
|
|
$
|
(3,915
|
)
|
|
$
|
2,219
|
|
|
$
|
(33,306
|
)
|
Interest capitalized for real estate and unconsolidated entities under development:
|
|
|
|
|
|
|
||||||
Investment in real estate, net
|
|
$
|
(51,451
|
)
|
|
$
|
(59,885
|
)
|
|
$
|
(52,717
|
)
|
Investments in unconsolidated entities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(65
|
)
|
Investments in unconsolidated entities:
|
|
|
|
|
|
|
||||||
Investments in unconsolidated entities
|
|
$
|
(2,326
|
)
|
|
$
|
(1,404
|
)
|
|
$
|
(6,318
|
)
|
Other liabilities
|
|
$
|
(2,940
|
)
|
|
$
|
(21,615
|
)
|
|
$
|
(9,450
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
SUPPLEMENTAL INFORMATION (continued):
|
|
|
|
|
|
|
||||||
Distributions from unconsolidated entities - return of capital:
|
|
|
|
|
|
|
||||||
Investments in unconsolidated entities
|
|
$
|
14,014
|
|
|
$
|
51,144
|
|
|
$
|
103,793
|
|
Other assets
|
|
$
|
(216
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Consolidation of previously unconsolidated properties:
|
|
|
|
|
|
|
||||||
Investment in real estate, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(64,319
|
)
|
Investments in unconsolidated entities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(847
|
)
|
Accounts payable and accrued expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,987
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,383
|
|
Debt financing costs:
|
|
|
|
|
|
|
||||||
Other assets
|
|
$
|
(8,553
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage notes payable, net
|
|
$
|
(507
|
)
|
|
$
|
(35
|
)
|
|
$
|
(448
|
)
|
Notes, net
|
|
$
|
(4,245
|
)
|
|
$
|
(6,390
|
)
|
|
$
|
(10,534
|
)
|
(Payments on) settlement of derivative instruments:
|
|
|
|
|
|
|
||||||
Other assets
|
|
$
|
—
|
|
|
$
|
1,848
|
|
|
$
|
6,623
|
|
Other liabilities
|
|
$
|
(4,662
|
)
|
|
$
|
(15,786
|
)
|
|
$
|
(7,381
|
)
|
Other:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
(264
|
)
|
|
$
|
327
|
|
|
$
|
552
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||||||
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
|
$
|
4,608
|
|
|
$
|
124,909
|
|
|
$
|
126,583
|
|
Net income attributable to Noncontrolling Interests
|
|
16,430
|
|
|
3,657
|
|
|
2,544
|
|
|||
Contributions by Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
5,684
|
|
|||
Distributions to Noncontrolling Interests
|
|
(36,268
|
)
|
|
(6,608
|
)
|
|
(7,827
|
)
|
|||
Acquisition of Noncontrolling Interests – Partially Owned Properties
|
|
—
|
|
|
—
|
|
|
(2,244
|
)
|
|||
Deconsolidation of previously consolidated Noncontrolling Interests
|
|
—
|
|
|
(117,350
|
)
|
|
—
|
|
|||
Other
|
|
25,839
|
|
|
—
|
|
|
169
|
|
|||
Balance, end of year
|
|
$
|
10,609
|
|
|
$
|
4,608
|
|
|
$
|
124,909
|
|
1.
|
Business
|
|
|
Properties
|
|
Apartment Units
|
||
Wholly Owned Properties
|
|
280
|
|
|
72,445
|
|
Master-Leased Properties – Consolidated
|
|
3
|
|
|
853
|
|
Partially Owned Properties – Consolidated
|
|
17
|
|
|
3,215
|
|
Partially Owned Properties – Unconsolidated
|
|
2
|
|
|
945
|
|
|
|
302
|
|
|
77,458
|
|
2.
|
Summary of Significant Accounting Policies
|
•
|
Land – Based on actual purchase price adjusted to fair value (as necessary) if acquired separately or market research/comparables if acquired with an operating property.
|
•
|
Furniture, Fixtures and Equipment – Ranges between
$10,000
and
$25,000
per apartment unit acquired as an estimate of the fair value of the appliances and fixtures inside an apartment unit. The per-apartment unit amount applied depends on the economic age of the apartment building acquired. Depreciation is calculated on the straight-line method over an estimated useful life of
five
to
ten
years.
|
•
|
Lease Intangibles – The Company considers the value of acquired in-place leases and above/below market leases and the amortization period is the average remaining term of each respective acquired lease. In-place residential leases' average term at acquisition approximates
six
months. In-place retail leases' term at acquisition approximates the average remaining term of all acquired retail leases. See Note 4 for more information on above and below market leases.
|
•
|
Other Intangible Assets – The Company considers whether it has acquired other intangible assets, including any customer relationship intangibles and the amortization period is the estimated useful life of the acquired intangible asset.
|
•
|
Building – Based on the fair value determined on an “as-if vacant” basis. Depreciation is calculated on the straight-line method over an estimated useful life of
thirty
years.
|
•
|
Site Improvements – Based on replacement cost, which approximates fair value. Depreciation is calculated on the straight-line method over an estimated useful life of
eight
years.
|
•
|
Long-Term Debt – The Company calculates the fair value by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings.
|
▪
|
For long-lived assets to be held and used, the Company compares the expected future undiscounted cash flows for the long-lived asset against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.
|
▪
|
For long-lived assets to be disposed of, an impairment loss is recognized when the estimated fair value of the asset, less the estimated cost to sell, is less than the carrying amount of the asset measured at the time that the Company has determined it will sell the asset. Long-lived assets held for sale and the related liabilities are separately reported, with the long-lived assets reported at the lower of their carrying amounts or their estimated fair values, less their costs to sell, and are not depreciated after reclassification to real estate held for sale.
|
|
|
2016
|
|
2015
|
|
2014
|
Expected volatility (1)
|
|
26.3%
|
|
26.6%
|
|
27.0%
|
Expected life (2)
|
|
5 years
|
|
5 years
|
|
5 years
|
Expected dividend yield (3)
|
|
3.04%
|
|
3.13%
|
|
3.78%
|
Risk-free interest rate (4)
|
|
1.27%
|
|
1.29%
|
|
1.50%
|
Option valuation per share
|
|
$13.02
|
|
$13.68
|
|
$9.12
|
(1)
|
Expected volatility – Estimated based on the historical ten-year volatility of EQR’s share price measured on a monthly basis.
|
(2)
|
Expected life – Approximates the actual weighted average life of all share options granted since the Company went public in 1993.
|
(3)
|
Expected dividend yield – Calculated by averaging the historical annual yield on EQR shares for a period matching the expected life of each grant, with the annual yield calculated by dividing actual regular dividends (excluding any special dividends) by the average price of EQR’s shares in a given year.
|
(4)
|
Risk-free interest rate – The most current U.S. Treasury rate available prior to the grant date for a period matching the expected life of each grant.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income and other tax expense (benefit) (1)
|
|
$
|
1,613
|
|
|
$
|
917
|
|
|
$
|
1,394
|
|
Discontinued operations, net (2)
|
|
12
|
|
|
15
|
|
|
8
|
|
|||
Provision for income, franchise and excise taxes (3)
|
|
$
|
1,625
|
|
|
$
|
932
|
|
|
$
|
1,402
|
|
(1)
|
Primarily includes state and local income, excise and franchise taxes.
|
(2)
|
Primarily represents state and local income, excise and franchise taxes on operating properties sold prior to January 1, 2014 and included in discontinued operations. The amounts included in discontinued operations for the years ending December 31, 2016, 2015 and 2014 represent trailing activity for properties sold in 2013 and prior years. None of the properties sold during the years ended December 31, 2016, 2015 and 2014 met the new criteria for reporting discontinued operations.
|
(3)
|
All provisions for income tax amounts are current and none are deferred.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Tax treatment of dividends and distributions:
|
|
|
|
|
|
|
|
|
|
|||
Ordinary dividends
|
|
$
|
0.722
|
|
|
$
|
1.591
|
|
|
$
|
1.475
|
|
Qualified dividends
|
|
—
|
|
|
0.037
|
|
|
0.088
|
|
|||
Long-term capital gain
|
|
9.176
|
|
|
0.443
|
|
|
0.280
|
|
|||
Unrecaptured section 1250 gain
|
|
3.117
|
|
|
0.139
|
|
|
0.157
|
|
|||
Dividends and distributions declared per
|
|
|
|
|
|
|
|
|
|
|||
Common Share/Unit outstanding
|
|
$
|
13.015
|
|
|
$
|
2.210
|
|
|
$
|
2.000
|
|
|
|
As Originally
Presented |
|
Reclassification
Adjustments |
|
As Presented
Herein |
||||||
Deferred financing costs, net
|
|
$
|
54,004
|
|
|
$
|
(54,004
|
)
|
|
$
|
—
|
|
Other assets
|
|
$
|
422,027
|
|
|
$
|
6,872
|
|
|
$
|
428,899
|
|
Mortgage notes payable, net
|
|
$
|
4,704,870
|
|
|
$
|
(19,736
|
)
|
|
$
|
4,685,134
|
|
Notes, net
|
|
$
|
5,876,352
|
|
|
$
|
(27,396
|
)
|
|
$
|
5,848,956
|
|
•
|
Cash payments related to debt prepayments or extinguishment costs are to be classified within financing activities;
|
•
|
The portion of the cash payment made to settle a zero-coupon bond or a bond with an insignificant cash coupon attributable to accreted interest related to a debt discount is to be classified as a cash outflow within operating activities, and the portion attributable to the principal is to be classified within financing activities;
|
•
|
Insurance settlement proceeds are to be classified based on the nature of the loss;
|
•
|
Companies must elect to classify distributions received from equity method investees using either a cumulative earnings approach or a look-through approach and the election must be disclosed; and
|
•
|
Restricted cash will be included with cash and cash equivalents on the statement of cash flows. Total cash and cash equivalents and restricted cash are to be reconciled to the related line items on the balance sheet.
|
3.
|
Equity, Capital and Other Interests
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Common Shares
|
|
|
|
|
|
|
|
|
|
Common Shares outstanding at January 1,
|
|
364,755,444
|
|
|
362,855,454
|
|
|
360,479,260
|
|
Common Shares Issued:
|
|
|
|
|
|
|
|
|
|
Conversion of OP Units
|
|
88,838
|
|
|
208,307
|
|
|
94,671
|
|
Exercise of share options
|
|
815,044
|
|
|
1,456,363
|
|
|
2,086,380
|
|
Employee Share Purchase Plan (ESPP)
|
|
63,909
|
|
|
68,462
|
|
|
68,807
|
|
Restricted share grants, net
|
|
147,689
|
|
|
168,142
|
|
|
169,722
|
|
Common Shares Other:
|
|
|
|
|
|
|
|
|
|
Conversion of restricted shares to restricted units
|
|
—
|
|
|
(1,284
|
)
|
|
(12,146
|
)
|
Repurchased and retired
|
|
—
|
|
|
—
|
|
|
(31,240
|
)
|
Common Shares outstanding at December 31,
|
|
365,870,924
|
|
|
364,755,444
|
|
|
362,855,454
|
|
Units
|
|
|
|
|
|
|
|
|
|
Units outstanding at January 1,
|
|
14,427,164
|
|
|
14,298,691
|
|
|
14,180,376
|
|
Restricted unit grants, net
|
|
287,749
|
|
|
335,496
|
|
|
200,840
|
|
Conversion of restricted shares to restricted units
|
|
—
|
|
|
1,284
|
|
|
12,146
|
|
Conversion of OP Units to Common Shares
|
|
(88,838
|
)
|
|
(208,307
|
)
|
|
(94,671
|
)
|
Units outstanding at December 31,
|
|
14,626,075
|
|
|
14,427,164
|
|
|
14,298,691
|
|
Total Common Shares and Units outstanding at December 31,
|
|
380,496,999
|
|
|
379,182,608
|
|
|
377,154,145
|
|
Units Ownership Interest in Operating Partnership
|
|
3.8
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1,
|
|
$
|
566,783
|
|
|
$
|
500,733
|
|
|
$
|
363,144
|
|
Change in market value
|
|
(115,093
|
)
|
|
64,378
|
|
|
139,818
|
|
|||
Change in carrying value
|
|
(9,598
|
)
|
|
1,672
|
|
|
(2,229
|
)
|
|||
Balance at December 31,
|
|
$
|
442,092
|
|
|
$
|
566,783
|
|
|
$
|
500,733
|
|
|
|
|
|
|
|
Amounts in thousands
|
||||||||
|
|
Redemption
Date (1) |
|
Annual
Dividend per Share (2) |
|
December 31, 2016
|
|
December 31, 2015
|
||||||
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; 745,600 shares issued and outstanding at December 31, 2016 and 2015 |
|
12/10/26
|
|
$
|
4.145
|
|
|
$
|
37,280
|
|
|
$
|
37,280
|
|
|
|
|
|
|
|
$
|
37,280
|
|
|
$
|
37,280
|
|
(1)
|
On or after the redemption date, redeemable preferred shares may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.
|
(2)
|
Dividends on Preferred Shares are payable quarterly.
|
|
|
2016
|
|
2015
|
|
2014
|
|||
General and Limited Partner Units
|
|
|
|
|
|
|
|
|
|
General and Limited Partner Units outstanding at January 1,
|
|
379,182,608
|
|
|
377,154,145
|
|
|
374,659,636
|
|
Issued to General Partner:
|
|
|
|
|
|
|
|||
Exercise of EQR share options
|
|
815,044
|
|
|
1,456,363
|
|
|
2,086,380
|
|
EQR's Employee Share Purchase Plan (ESPP)
|
|
63,909
|
|
|
68,462
|
|
|
68,807
|
|
EQR's restricted share grants, net
|
|
147,689
|
|
|
168,142
|
|
|
169,722
|
|
Issued to Limited Partners:
|
|
|
|
|
|
|
|||
Restricted unit grants, net
|
|
287,749
|
|
|
335,496
|
|
|
200,840
|
|
OP Units Other:
|
|
|
|
|
|
|
|||
Repurchased and retired
|
|
—
|
|
|
—
|
|
|
(31,240
|
)
|
General and Limited Partner Units outstanding at December 31,
|
|
380,496,999
|
|
|
379,182,608
|
|
|
377,154,145
|
|
Limited Partner Units
|
|
|
|
|
|
|
|
|
|
Limited Partner Units outstanding at January 1,
|
|
14,427,164
|
|
|
14,298,691
|
|
|
14,180,376
|
|
Limited Partner restricted unit grants, net
|
|
287,749
|
|
|
335,496
|
|
|
200,840
|
|
Conversion of EQR restricted shares to restricted units
|
|
—
|
|
|
1,284
|
|
|
12,146
|
|
Conversion of Limited Partner OP Units to EQR Common Shares
|
|
(88,838
|
)
|
|
(208,307
|
)
|
|
(94,671
|
)
|
Limited Partner Units outstanding at December 31,
|
|
14,626,075
|
|
|
14,427,164
|
|
|
14,298,691
|
|
Limited Partner Units Ownership Interest in Operating Partnership
|
|
3.8
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1,
|
|
$
|
566,783
|
|
|
$
|
500,733
|
|
|
$
|
363,144
|
|
Change in market value
|
|
(115,093
|
)
|
|
64,378
|
|
|
139,818
|
|
|||
Change in carrying value
|
|
(9,598
|
)
|
|
1,672
|
|
|
(2,229
|
)
|
|||
Balance at December 31,
|
|
$
|
442,092
|
|
|
$
|
566,783
|
|
|
$
|
500,733
|
|
|
|
|
|
|
|
Amounts in thousands
|
||||||||
|
|
Redemption
Date (1) |
|
Annual
Dividend per Unit (2) |
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Preference Units:
|
|
|
|
|
|
|
|
|
|
|
|
|||
8.29% Series K Cumulative Redeemable Preference Units;
liquidation value $50 per unit; 745,600 units issued and outstanding at December 31, 2016 and 2015 |
|
12/10/26
|
|
$
|
4.145
|
|
|
$
|
37,280
|
|
|
$
|
37,280
|
|
|
|
|
|
|
|
|
$
|
37,280
|
|
|
$
|
37,280
|
|
(1)
|
On or after the redemption date, redeemable preference units may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares.
|
(2)
|
Dividends on Preference Units are payable quarterly.
|
4.
|
Real Estate, Real Estate Held for Sale and Lease Intangibles
|
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
5,899,862
|
|
|
$
|
5,864,046
|
|
Depreciable property:
|
|
|
|
|
|
|
||
Buildings and improvements
|
|
16,913,430
|
|
|
16,346,829
|
|
||
Furniture, fixtures and equipment
|
|
1,346,300
|
|
|
1,207,098
|
|
||
In-Place lease intangibles
|
|
470,849
|
|
|
483,160
|
|
||
Projects under development:
|
|
|
|
|
|
|
||
Land
|
|
115,876
|
|
|
284,995
|
|
||
Construction-in-progress
|
|
521,292
|
|
|
837,381
|
|
||
Land held for development:
|
|
|
|
|
|
|
||
Land
|
|
84,440
|
|
|
120,007
|
|
||
Construction-in-progress
|
|
34,376
|
|
|
38,836
|
|
||
Investment in real estate
|
|
25,386,425
|
|
|
25,182,352
|
|
||
Accumulated depreciation
|
|
(5,360,389
|
)
|
|
(4,905,406
|
)
|
||
Investment in real estate, net
|
|
$
|
20,026,036
|
|
|
$
|
20,276,946
|
|
Description
|
|
Balance Sheet Location
|
|
2016
|
|
2015
|
||||
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
|
|
|
|
(17,972
|
)
|
|
(13,451
|
)
|
||
Lease intangible assets, net
|
|
|
|
$
|
161,539
|
|
|
$
|
166,060
|
|
|
|
|
|
|
|
|
||||
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
|
|
|
|
(4,509
|
)
|
|
(3,414
|
)
|
||
Lease intangible liabilities, net
|
|
|
|
$
|
3,161
|
|
|
$
|
4,256
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ground lease intangibles
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
|
$
|
4,321
|
|
Retail lease intangibles
|
|
(540
|
)
|
|
(71
|
)
|
|
(71
|
)
|
|
(71
|
)
|
|
(67
|
)
|
|||||
Total
|
|
$
|
3,781
|
|
|
$
|
4,250
|
|
|
$
|
4,250
|
|
|
$
|
4,250
|
|
|
$
|
4,254
|
|
|
|
Properties
|
|
Apartment Units
|
|
Purchase Price
|
||||
Rental Properties – Consolidated (1)
|
|
4
|
|
|
573
|
|
|
$
|
249,334
|
|
Total
|
|
4
|
|
|
573
|
|
|
$
|
249,334
|
|
(1)
|
Purchase price includes an allocation of approximately
$98.0 million
to land and
$151.3 million
to depreciable property.
|
|
|
Properties
|
|
Apartment Units
|
|
Purchase Price
|
||||
Rental Properties – Consolidated (1)
|
|
4
|
|
|
625
|
|
|
$
|
296,037
|
|
Land Parcels (2)
|
|
—
|
|
|
—
|
|
|
27,800
|
|
|
Total
|
|
4
|
|
|
625
|
|
|
$
|
323,837
|
|
(1)
|
Purchase price includes an allocation of approximately
$44.7 million
to land and
$251.3 million
to depreciable property.
|
(2)
|
The Company acquired
three
contiguous land parcels in San Francisco during 2015 which will be combined for future development.
|
|
|
Properties
|
|
Apartment Units
|
|
Sales Price
|
||||
Consolidated:
|
|
|
|
|
|
|
||||
Rental Properties (1)
|
|
98
|
|
|
29,440
|
|
|
$
|
6,811,503
|
|
Land Parcels
|
|
—
|
|
|
—
|
|
|
57,455
|
|
|
Unconsolidated:
|
|
|
|
|
|
|
||||
Rental Properties (2)
|
|
1
|
|
|
336
|
|
|
74,500
|
|
|
Total
|
|
99
|
|
|
29,776
|
|
|
$
|
6,943,458
|
|
(1)
|
Includes the Starwood Portfolio sale (see further discussion below) representing
72
operating properties consisting of
23,262
apartment units for
$5.365 billion
.
|
|
|
Properties
|
|
Apartment Units
|
|
Sales Price
|
||||
Consolidated:
|
|
|
|
|
|
|
||||
Rental Properties (1)
|
|
8
|
|
|
1,857
|
|
|
$
|
513,312
|
|
Total
|
|
8
|
|
|
1,857
|
|
|
$
|
513,312
|
|
(1)
|
Includes a
193,230
square foot medical office building adjacent to our Longfellow Place property in Boston with a sales price of approximately
$123.3 million
which is not included in the Company's property and apartment unit counts.
|
|
|
December 31, 2015
|
||
Land
|
|
$
|
602,737
|
|
Depreciable property:
|
|
|
||
Buildings and improvements
|
|
2,386,489
|
|
|
Furniture, fixtures and equipment
|
|
335,565
|
|
|
In-Place lease intangibles
|
|
35,554
|
|
|
Real estate held for sale before accumulated depreciation
|
|
3,360,345
|
|
|
Accumulated depreciation
|
|
(1,179,210
|
)
|
|
Real estate held for sale
|
|
$
|
2,181,135
|
|
Markets/Metro Areas
|
|
Properties
|
|
Apartment Units
|
||
South Florida
|
|
33
|
|
|
10,742
|
|
Denver
|
|
18
|
|
|
6,635
|
|
Washington D.C.
|
|
10
|
|
|
3,020
|
|
Seattle
|
|
8
|
|
|
1,721
|
|
Los Angeles
|
|
3
|
|
|
1,144
|
|
Total
|
|
72
|
|
|
23,262
|
|
5.
|
Commitments to Acquire/Dispose of Real Estate
|
|
|
Properties
|
|
Apartment Units
|
|
Sales Price
|
||||
Rental Properties
|
|
2
|
|
|
592
|
|
|
$
|
98,700
|
|
Land Parcels (two)
|
|
—
|
|
|
—
|
|
|
36,150
|
|
|
Total
|
|
2
|
|
|
592
|
|
|
$
|
134,850
|
|
6.
|
Investments in Partially Owned Entities
|
|
|
Consolidated
|
|
Unconsolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(VIE)
|
|
(Non-VIE)
|
|
(VIE) (1)
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Total properties
|
|
17
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total apartment units
|
|
3,215
|
|
|
945
|
|
|
—
|
|
|
945
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balance sheet information at 12/31/16 (at 100%):
|
|
|
|
|
|
|
|
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Investment in real estate
|
|
$
|
646,320
|
|
|
$
|
235,821
|
|
|
$
|
172,995
|
|
|
$
|
408,816
|
|
Accumulated depreciation
|
|
(211,038
|
)
|
|
(32,881
|
)
|
|
(44,544
|
)
|
|
(77,425
|
)
|
||||
Investment in real estate, net
|
|
435,282
|
|
|
202,940
|
|
|
128,451
|
|
|
331,391
|
|
||||
Cash and cash equivalents
|
|
30,271
|
|
|
5,287
|
|
|
47
|
|
|
5,334
|
|
||||
Investments in unconsolidated entities
|
|
46,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Deposits – restricted
|
|
345
|
|
|
262
|
|
|
—
|
|
|
262
|
|
||||
Other assets
|
|
26,203
|
|
|
157
|
|
|
334
|
|
|
491
|
|
||||
Total assets
|
|
$
|
539,009
|
|
|
$
|
208,646
|
|
|
$
|
128,832
|
|
|
$
|
337,478
|
|
|
|
|
|
|
|
|
|
|
||||||||
LIABILITIES AND EQUITY/CAPITAL
|
|
|
|
|
|
|
|
|
||||||||
Mortgage notes payable, net (2)
|
|
$
|
301,110
|
|
|
$
|
145,424
|
|
|
$
|
—
|
|
|
$
|
145,424
|
|
Accounts payable & accrued expenses
|
|
1,088
|
|
|
189
|
|
|
135
|
|
|
324
|
|
||||
Accrued interest payable
|
|
1,037
|
|
|
691
|
|
|
—
|
|
|
691
|
|
||||
Other liabilities
|
|
600
|
|
|
268
|
|
|
70
|
|
|
338
|
|
||||
Security deposits
|
|
1,850
|
|
|
493
|
|
|
—
|
|
|
493
|
|
||||
Total liabilities
|
|
305,685
|
|
|
147,065
|
|
|
205
|
|
|
147,270
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Noncontrolling Interests – Partially Owned Properties/Partners' equity
|
|
10,609
|
|
|
59,115
|
|
|
86,120
|
|
|
145,235
|
|
||||
Company equity/General and Limited Partners' Capital
|
|
222,715
|
|
|
2,466
|
|
|
42,507
|
|
|
44,973
|
|
||||
Total equity/capital
|
|
233,324
|
|
|
61,581
|
|
|
128,627
|
|
|
190,208
|
|
||||
Total liabilities and equity/capital
|
|
$
|
539,009
|
|
|
$
|
208,646
|
|
|
$
|
128,832
|
|
|
$
|
337,478
|
|
|
|
Consolidated
|
|
Unconsolidated
|
||||||||||||
|
|
(VIE)
|
|
(Non-VIE)
|
|
(VIE) (1)
|
|
Total
|
||||||||
Operating information for the year ended 12/31/16 (at 100%):
|
|
|
|
|
|
|
|
|
||||||||
Operating revenue
|
|
$
|
90,634
|
|
|
$
|
26,615
|
|
|
$
|
5,214
|
|
|
$
|
31,829
|
|
Operating expenses
|
|
21,647
|
|
|
9,088
|
|
|
2,023
|
|
|
11,111
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net operating income
|
|
68,987
|
|
|
17,527
|
|
|
3,191
|
|
|
20,718
|
|
||||
Property management
|
|
3,190
|
|
|
776
|
|
|
75
|
|
|
851
|
|
||||
General and administrative/other
|
|
328
|
|
|
2
|
|
|
81
|
|
|
83
|
|
||||
Depreciation
|
|
20,764
|
|
|
10,510
|
|
|
5,501
|
|
|
16,011
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
44,705
|
|
|
6,239
|
|
|
(2,466
|
)
|
|
3,773
|
|
||||
Interest and other income
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other expenses
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest:
|
|
|
|
|
|
|
|
|
||||||||
Expense incurred, net
|
|
(13,857
|
)
|
|
(8,289
|
)
|
|
—
|
|
|
(8,289
|
)
|
||||
Amortization of deferred financing costs
|
|
(345
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income and other taxes and (loss)
from investments in unconsolidated entities |
|
30,548
|
|
|
(2,051
|
)
|
|
(2,466
|
)
|
|
(4,517
|
)
|
||||
Income and other tax (expense) benefit
|
|
(73
|
)
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||
(Loss) from investments in unconsolidated entities
|
|
(1,439
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
29,036
|
|
|
$
|
(2,064
|
)
|
|
$
|
(2,466
|
)
|
|
$
|
(4,530
|
)
|
(1)
|
Includes the Company's unconsolidated interest in an entity that owns the land underlying our Wisconsin Place apartment property and owns and operates the parking facility. This entity is excluded from the property and apartment unit count.
|
(2)
|
All debt is non-recourse to the Company.
|
7.
|
Deposits –
Restricted and Escrow Deposits – Mortgage
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Tax-deferred (1031) exchange proceeds
|
|
$
|
38,847
|
|
|
$
|
—
|
|
Earnest money on pending acquisitions
|
|
—
|
|
|
1,000
|
|
||
Restricted deposits on real estate investments
|
|
733
|
|
|
6,077
|
|
||
Resident security and utility deposits
|
|
37,007
|
|
|
48,458
|
|
||
Other
|
|
359
|
|
|
358
|
|
||
Totals
|
|
$
|
76,946
|
|
|
$
|
55,893
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Real estate taxes and insurance
|
|
$
|
2,003
|
|
|
$
|
1,977
|
|
Replacement reserves
|
|
3,428
|
|
|
3,962
|
|
||
Mortgage principal reserves/sinking funds
|
|
58,652
|
|
|
50,155
|
|
||
Other
|
|
852
|
|
|
852
|
|
||
Totals
|
|
$
|
64,935
|
|
|
$
|
56,946
|
|
8.
|
Debt
|
•
|
Repaid
$440.8 million
of
6.256%
mortgage debt held in a Fannie Mae loan pool maturing in
2017
and incurred a prepayment penalty of approximately
$29.3 million
;
|
•
|
Repaid
$65.5 million
of various tax-exempt mortgage bonds maturing in
2026
through
2037
and incurred a prepayment penalty of approximately
$0.2 million
;
|
•
|
Repaid
$75.9 million
of conventional fixed-rate mortgage loans and incurred prepayment penalties of approximately
$2.2 million
;
|
•
|
Repaid
$0.9 million
of conventional floating-rate mortgage loans;
|
•
|
Repaid
$8.5 million
of scheduled principal repayments on various mortgage debt; and
|
•
|
Assumed
$43.4 million
of mortgage debt on
one
acquired property.
|
December 31, 2016
(Amounts in thousands) |
|
Net Principal Balance
|
|
Interest Rate Ranges
|
|
Weighted Average Interest Rate
|
|
Maturity Date Ranges
|
||
Fixed Rate Public Notes (1)
|
|
$
|
4,397,829
|
|
|
2.85% - 7.57%
|
|
4.90%
|
|
2017 - 2045
|
Floating Rate Public Notes (1)
|
|
450,250
|
|
|
(1)
|
|
1.28%
|
|
2019
|
|
Totals
|
|
$
|
4,848,079
|
|
|
|
|
|
|
|
December 31, 2015
(Amounts in thousands) |
|
Net Principal Balance
|
|
Interest Rate Ranges
|
|
Weighted Average Interest Rate
|
|
Maturity Date Ranges
|
||
Fixed Rate Public Notes (1)
|
|
$
|
5,397,552
|
|
|
3.00% - 7.57%
|
|
5.30%
|
|
2016 - 2045
|
Floating Rate Public Notes (1)
|
|
451,404
|
|
|
(1)
|
|
0.93%
|
|
2019
|
|
Totals
|
|
$
|
5,848,956
|
|
|
|
|
|
|
|
(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%
.
|
•
|
Repaid
$228.9 million
of
5.125%
unsecured notes maturing in
2016
and incurred a prepayment penalty of approximately
$1.4 million
and repaid the remaining
$271.1 million
of
5.125%
unsecured notes at maturity;
|
•
|
Repaid
$400.0 million
of
5.375%
unsecured notes maturing in
2016
and incurred a prepayment penalty of approximately
$9.5 million
;
|
•
|
Repaid
$255.9 million
of
5.750%
unsecured notes maturing in
2017
and incurred a prepayment penalty of approximately
$16.5 million
;
|
•
|
Repaid
$46.1 million
of
7.125%
unsecured notes maturing in
2017
and incurred a prepayment penalty of approximately
$4.6 million
;
|
•
|
Repaid
$250.0 million
of
4.625%
unsecured notes maturing in
2021
and incurred a prepayment penalty of approximately
$31.6 million
;
|
•
|
Repaid
$48.0 million
of
7.570%
unsecured notes maturing in
2026
and incurred a prepayment penalty of approximately
$19.3 million
; and
|
•
|
Issued
$500.0 million
of ten-year
2.85%
fixed rate public notes, receiving net proceeds of
$496.7 million
before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of approximately
3.10%
after termination of a forward starting swap in conjunction with the issuance (see Note 9 for further discussion).
|
•
|
Repaid
$300.0 million
of
6.584%
unsecured notes at maturity;
|
•
|
Issued
$450.0 million
of ten-year
3.375%
fixed rate public notes, receiving net proceeds of
$447.5 million
before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of
3.81%
after termination of various forward starting swaps in conjunction with the issuance (see Note 9 for further discussion); and
|
•
|
Issued
$300.0 million
of thirty-year
4.50%
fixed rate public notes, receiving net proceeds of
$298.9 million
before underwriting fees and other expenses, at an all-in effective interest rate of
4.55%
.
|
Year
|
|
Total
|
||
2017
|
|
$
|
628,458
|
|
2018
|
|
184,369
|
|
|
2019
|
|
1,286,037
|
|
|
2020
|
|
1,690,090
|
|
|
2021
|
|
941,157
|
|
|
Thereafter
|
|
4,366,516
|
|
|
Deferred Financing Costs
|
|
(42,617
|
)
|
|
Net Unamortized (Discount)
|
|
(66,752
|
)
|
|
Total
|
|
$
|
8,987,258
|
|
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) |
||
Current Notional Balance
|
|
$
|
450,000
|
|
Indicative Interest Rate
|
|
2.375
|
%
|
|
Maturity Date
|
|
2019
|
|
(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%
.
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
Balance Sheet Location
|
|
12/31/2016
|
|
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
|
|
$
|
1,857
|
|
|
$
|
—
|
|
|
$
|
1,857
|
|
|
$
|
—
|
|
|
Supplemental Executive Retirement Plan
|
Other Assets
|
|
124,420
|
|
|
124,420
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
|
|
$
|
126,277
|
|
|
$
|
124,420
|
|
|
$
|
1,857
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental Executive Retirement Plan
|
Other Liabilities
|
|
$
|
124,420
|
|
|
$
|
124,420
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total
|
|
|
|
$
|
124,420
|
|
|
$
|
124,420
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating Partnership/Redeemable
|
|
|
|
|
|
|
|
|
|
|||||||||
Limited Partners
|
Mezzanine
|
|
$
|
442,092
|
|
|
$
|
—
|
|
|
$
|
442,092
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
|
Balance Sheet Location
|
|
12/31/2015
|
|
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
|
|
$
|
3,655
|
|
|
$
|
—
|
|
|
$
|
3,655
|
|
|
$
|
—
|
|
Supplemental Executive Retirement Plan
|
Other Assets
|
|
105,942
|
|
|
105,942
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
|
|
$
|
109,597
|
|
|
$
|
105,942
|
|
|
$
|
3,655
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|||||||||
Forward Starting Swaps
|
Other Liabilities
|
|
$
|
673
|
|
|
$
|
—
|
|
|
$
|
673
|
|
|
$
|
—
|
|
|
Supplemental Executive Retirement Plan
|
Other Liabilities
|
|
105,942
|
|
|
105,942
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
|
|
$
|
106,615
|
|
|
$
|
105,942
|
|
|
$
|
673
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable Noncontrolling Interests –
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating Partnership/Redeemable
|
|
|
|
|
|
|
|
|
|
|||||||||
Limited Partners
|
Mezzanine
|
|
$
|
566,783
|
|
|
$
|
—
|
|
|
$
|
566,783
|
|
|
$
|
—
|
|
December 31, 2016
Type of Fair Value Hedge |
|
Location of
Gain/(Loss) Recognized in Income on Derivative |
|
Amount of
Gain/(Loss) Recognized in Income on Derivative |
|
Hedged Item
|
|
Income Statement
Location of Hedged Item Gain/(Loss) |
|
Amount of
Gain/(Loss) Recognized in Income on Hedged Item |
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest Rate Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest Rate Swaps
|
|
Interest expense
|
|
$
|
(1,798
|
)
|
|
Fixed rate debt
|
|
Interest expense
|
|
$
|
1,798
|
|
Total
|
|
|
|
$
|
(1,798
|
)
|
|
|
|
|
|
$
|
1,798
|
|
December 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
|
|
$
|
2,058
|
|
|
Fixed rate debt
|
|
Interest expense
|
|
$
|
(2,058
|
)
|
Total
|
|
|
|
$
|
2,058
|
|
|
|
|
|
|
$
|
(2,058
|
)
|
December 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
|
|
Interest expense
|
|
$
|
1,597
|
|
|
Fixed rate debt
|
|
Interest expense
|
|
$
|
(1,597
|
)
|
Total
|
|
|
|
$
|
1,597
|
|
|
|
|
|
|
$
|
(1,597
|
)
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
December 31, 2016
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
|
|
$
|
(3,989
|
)
|
|
Interest expense
|
|
$
|
(41,758
|
)
|
|
Interest expense
|
|
$
|
(74
|
)
|
Total
|
|
$
|
(3,989
|
)
|
|
|
|
$
|
(41,758
|
)
|
|
|
|
$
|
(74
|
)
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
December 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
|
|
$
|
(814
|
)
|
|
Interest expense
|
|
$
|
(18,244
|
)
|
|
Interest expense
|
|
$
|
(3,033
|
)
|
Total
|
|
$
|
(814
|
)
|
|
|
|
$
|
(18,244
|
)
|
|
|
|
$
|
(3,033
|
)
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
December 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
|
|
$
|
(33,215
|
)
|
|
Interest expense
|
|
$
|
(16,868
|
)
|
|
Interest expense
|
|
$
|
91
|
|
Total
|
|
$
|
(33,215
|
)
|
|
|
|
$
|
(16,868
|
)
|
|
|
|
$
|
91
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator for net income per share – basic:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
4,479,586
|
|
|
$
|
907,621
|
|
|
$
|
657,101
|
|
Allocation to Noncontrolling Interests – Operating Partnership, net
|
(171,491
|
)
|
|
(34,226
|
)
|
|
(24,771
|
)
|
|||
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties
|
(16,430
|
)
|
|
(3,657
|
)
|
|
(2,544
|
)
|
|||
Preferred distributions
|
(3,091
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|||
Premium on redemption of Preferred Shares
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|||
Income from continuing operations available to Common Shares, net of
Noncontrolling Interests
|
4,288,574
|
|
|
862,895
|
|
|
625,641
|
|
|||
Discontinued operations, net of Noncontrolling Interests
|
498
|
|
|
382
|
|
|
1,522
|
|
|||
Numerator for net income per share – basic
|
$
|
4,289,072
|
|
|
$
|
863,277
|
|
|
$
|
627,163
|
|
Numerator for net income per share – diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
4,479,586
|
|
|
$
|
907,621
|
|
|
$
|
657,101
|
|
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties
|
(16,430
|
)
|
|
(3,657
|
)
|
|
(2,544
|
)
|
|||
Preferred distributions
|
(3,091
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|||
Premium on redemption of Preferred Shares
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|||
Income from continuing operations available to Common Shares
|
4,460,065
|
|
|
897,121
|
|
|
650,412
|
|
|||
Discontinued operations, net
|
518
|
|
|
397
|
|
|
1,582
|
|
|||
Numerator for net income per share – diluted
|
$
|
4,460,583
|
|
|
$
|
897,518
|
|
|
$
|
651,994
|
|
Denominator for net income per share – basic and diluted:
|
|
|
|
|
|
||||||
Denominator for net income per share – basic
|
365,002
|
|
|
363,498
|
|
|
361,181
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
OP Units
|
13,827
|
|
|
13,576
|
|
|
13,718
|
|
|||
Long-term compensation shares/units
|
3,163
|
|
|
3,546
|
|
|
2,836
|
|
|||
Denominator for net income per share – diluted
|
381,992
|
|
|
380,620
|
|
|
377,735
|
|
|||
Net income per share – basic
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.74
|
|
Net income per share – diluted
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.73
|
|
Net income per share – basic:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations available to Common Shares, net of
Noncontrolling Interests |
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.73
|
|
Discontinued operations, net of Noncontrolling Interests
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income per share – basic
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.74
|
|
Net income per share – diluted:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations available to Common Shares
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.72
|
|
Discontinued operations, net
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income per share – diluted
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.73
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator for net income per Unit – basic and diluted:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
4,479,586
|
|
|
$
|
907,621
|
|
|
$
|
657,101
|
|
Net (income) attributable to Noncontrolling Interests – Partially Owned Properties
|
(16,430
|
)
|
|
(3,657
|
)
|
|
(2,544
|
)
|
|||
Allocation to Preference Units
|
(3,091
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|||
Allocation to premium on redemption of Preference Units
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|||
Income from continuing operations available to Units
|
4,460,065
|
|
|
897,121
|
|
|
650,412
|
|
|||
Discontinued operations, net
|
518
|
|
|
397
|
|
|
1,582
|
|
|||
Numerator for net income per Unit – basic and diluted
|
$
|
4,460,583
|
|
|
$
|
897,518
|
|
|
$
|
651,994
|
|
Denominator for net income per Unit – basic and diluted:
|
|
|
|
|
|
||||||
Denominator for net income per Unit – basic
|
378,829
|
|
|
377,074
|
|
|
374,899
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Dilution for Units issuable upon assumed exercise/vesting of the Company's
long-term compensation shares/units
|
3,163
|
|
|
3,546
|
|
|
2,836
|
|
|||
Denominator for net income per Unit – diluted
|
381,992
|
|
|
380,620
|
|
|
377,735
|
|
|||
Net income per Unit – basic
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.74
|
|
Net income per Unit – diluted
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.73
|
|
Net income per Unit – basic:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations available to Units
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.73
|
|
Discontinued operations, net
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income per Unit – basic
|
$
|
11.75
|
|
|
$
|
2.37
|
|
|
$
|
1.74
|
|
Net income per Unit – diluted:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations available to Units
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.72
|
|
Discontinued operations, net
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income per Unit – diluted
|
$
|
11.68
|
|
|
$
|
2.36
|
|
|
$
|
1.73
|
|
11.
|
Individually Significant Dispositions and Discontinued Operations
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|||
Rental income
|
$
|
30,785
|
|
|
$
|
427,433
|
|
|
$
|
401,134
|
|
Total revenues
|
30,785
|
|
|
427,433
|
|
|
401,134
|
|
|||
|
|
|
|
|
|
||||||
EXPENSES (1)
|
|
|
|
|
|
|
|
|
|||
Property and maintenance
|
7,838
|
|
|
78,189
|
|
|
76,579
|
|
|||
Real estate taxes and insurance
|
2,912
|
|
|
48,403
|
|
|
46,416
|
|
|||
Property management
|
2
|
|
|
11
|
|
|
11
|
|
|||
General and administrative
|
23
|
|
|
38
|
|
|
24
|
|
|||
Depreciation
|
—
|
|
|
87,616
|
|
|
104,104
|
|
|||
Total expenses
|
10,775
|
|
|
214,257
|
|
|
227,134
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
20,010
|
|
|
213,176
|
|
|
174,000
|
|
|||
|
|
|
|
|
|
||||||
Interest and other income
|
21
|
|
|
1
|
|
|
1
|
|
|||
Other expenses
|
—
|
|
|
(35
|
)
|
|
(1
|
)
|
|||
Interest (2):
|
|
|
|
|
|
||||||
Expense incurred, net
|
(380
|
)
|
|
(680
|
)
|
|
(701
|
)
|
|||
Amortization of deferred financing costs
|
(707
|
)
|
|
(559
|
)
|
|
(98
|
)
|
|||
Income and other tax (expense) benefit
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||
Net gain on sales of real estate properties
|
3,161,097
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
3,180,040
|
|
|
211,902
|
|
|
173,198
|
|
|||
Income from operations attributable to Noncontrolling Interests – Partially Owned
Properties |
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Income from operations attributable to controlling interests – Operating Partnership
|
3,180,040
|
|
|
211,902
|
|
|
173,184
|
|
|||
Income from operations attributable to Noncontrolling Interests – Operating Partnership
|
(122,152
|
)
|
|
(8,083
|
)
|
|
(6,598
|
)
|
|||
Income from operations attributable to controlling interests – Company
|
$
|
3,057,888
|
|
|
$
|
203,819
|
|
|
$
|
166,586
|
|
(1)
|
Includes expenses paid in the current period for properties held for sale.
|
(2)
|
Includes only interest expense specific to secured mortgage notes payable for properties held for sale which was repaid at or before closing.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|||
Rental income
|
$
|
355
|
|
|
$
|
499
|
|
|
$
|
1,309
|
|
Total revenues
|
355
|
|
|
499
|
|
|
1,309
|
|
|||
|
|
|
|
|
|
||||||
EXPENSES (1)
|
|
|
|
|
|
|
|
|
|||
Property and maintenance
|
(46
|
)
|
|
(60
|
)
|
|
(141
|
)
|
|||
Real estate taxes and insurance
|
(461
|
)
|
|
65
|
|
|
267
|
|
|||
General and administrative
|
119
|
|
|
85
|
|
|
89
|
|
|||
Total expenses
|
(388
|
)
|
|
90
|
|
|
215
|
|
|||
|
|
|
|
|
|
||||||
Discontinued operating income
|
743
|
|
|
409
|
|
|
1,094
|
|
|||
|
|
|
|
|
|
||||||
Interest and other income
|
24
|
|
|
3
|
|
|
317
|
|
|||
Other expenses
|
(280
|
)
|
|
—
|
|
|
—
|
|
|||
Income and other tax (expense) benefit
|
(12
|
)
|
|
(15
|
)
|
|
(8
|
)
|
|||
|
|
|
|
|
|
||||||
Discontinued operations
|
475
|
|
|
397
|
|
|
1,403
|
|
|||
Net gain on sales of discontinued operations
|
43
|
|
|
—
|
|
|
179
|
|
|||
|
|
|
|
|
|
||||||
Discontinued operations, net
|
$
|
518
|
|
|
$
|
397
|
|
|
$
|
1,582
|
|
(1)
|
Includes expenses paid in the current period for properties sold in prior periods related to the Company’s period of ownership.
|
12.
|
Share Incentive Plans
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Compensation
Expense
|
|
Compensation
Capitalized
|
|
Restricted Units
In-Lieu of Bonus (1) |
|
Compensation
Equity
|
|
Dividends
Incurred
|
||||||||||
Restricted shares (2)
|
$
|
13,539
|
|
|
$
|
1,477
|
|
|
$
|
—
|
|
|
$
|
15,016
|
|
|
$
|
6,494
|
|
Restricted units (2)
|
13,567
|
|
|
591
|
|
|
4,022
|
|
|
18,180
|
|
|
7,762
|
|
|||||
Share options
|
2,839
|
|
|
593
|
|
|
—
|
|
|
3,432
|
|
|
—
|
|
|||||
ESPP discount
|
585
|
|
|
65
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|||||
Total
|
$
|
30,530
|
|
|
$
|
2,726
|
|
|
$
|
4,022
|
|
|
$
|
37,278
|
|
|
$
|
14,256
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Compensation
Expense
|
|
Compensation
Capitalized
|
|
Restricted Units
In-Lieu of Bonus (1)
|
|
Compensation
Equity
|
|
Dividends
Incurred
|
||||||||||
Restricted shares (2)
|
$
|
13,755
|
|
|
$
|
1,311
|
|
|
$
|
—
|
|
|
$
|
15,066
|
|
|
$
|
1,160
|
|
Restricted units (2)
|
17,311
|
|
|
538
|
|
|
3,654
|
|
|
21,503
|
|
|
1,619
|
|
|||||
Share options
|
2,746
|
|
|
1,010
|
|
|
—
|
|
|
3,756
|
|
|
—
|
|
|||||
ESPP discount
|
795
|
|
|
89
|
|
|
—
|
|
|
884
|
|
|
—
|
|
|||||
Total
|
$
|
34,607
|
|
|
$
|
2,948
|
|
|
$
|
3,654
|
|
|
$
|
41,209
|
|
|
$
|
2,779
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Compensation
Expense
|
|
Compensation
Capitalized
|
|
Compensation
Equity
|
|
Dividends
Incurred
|
||||||||
Restricted shares
|
$
|
9,244
|
|
|
$
|
660
|
|
|
$
|
9,904
|
|
|
$
|
1,012
|
|
Restricted units
|
11,049
|
|
|
920
|
|
|
11,969
|
|
|
1,248
|
|
||||
Share options
|
6,453
|
|
|
896
|
|
|
7,349
|
|
|
—
|
|
||||
ESPP discount
|
797
|
|
|
62
|
|
|
859
|
|
|
—
|
|
||||
Total
|
$
|
27,543
|
|
|
$
|
2,538
|
|
|
$
|
30,081
|
|
|
$
|
2,260
|
|
(1)
|
Beginning in 2015, the Company allows officers the ability to receive immediately vested restricted units (subject to the book-up provisions and two-year hold restriction) in-lieu of any percentage of their annual cash bonus.
|
(2)
|
Includes performance awards granted under the executive compensation program.
|
•
|
Restricted shares, restricted units and share options – Straight-line method over the vesting period of the options, shares or units regardless of cliff or ratable vesting distinctions.
|
•
|
Performance awards – Target amount is recognized under the straight-line method over the vesting period of the shares or units regardless of cliff or ratable vesting distinctions.
|
•
|
ESPP discount – Immediately upon the purchase of common shares each quarter.
|
|
Common
Shares Subject
to Options
|
|
Weighted
Average
Exercise Price
per Option
|
|
Restricted
Shares
|
|
Weighted
Average Fair
Value per
Restricted Share
|
|
Restricted
Units |
|
Weighted
Average Fair Value per Restricted Unit |
|||||||||
Balance at December 31, 2013
|
8,470,532
|
|
|
|
$43.67
|
|
|
500,234
|
|
|
|
$55.79
|
|
|
471,256
|
|
|
|
$55.67
|
|
Awards granted (1)
|
667,877
|
|
|
|
$56.72
|
|
|
176,457
|
|
|
|
$56.56
|
|
|
201,507
|
|
|
|
$53.82
|
|
Awards exercised/vested (2) (3) (4)
|
(2,086,380
|
)
|
|
|
$39.34
|
|
|
(175,344
|
)
|
|
|
$53.44
|
|
|
(60,294
|
)
|
|
|
$53.71
|
|
Awards forfeited
|
(19,022
|
)
|
|
|
$56.32
|
|
|
(6,735
|
)
|
|
|
$56.57
|
|
|
(667
|
)
|
|
|
$52.08
|
|
Awards expired
|
(2,387
|
)
|
|
|
$55.24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Conversion of restricted shares
to restricted units |
—
|
|
|
—
|
|
|
(12,146
|
)
|
|
—
|
|
|
12,146
|
|
|
—
|
|
|||
Balance at December 31, 2014
|
7,030,620
|
|
|
|
$46.16
|
|
|
482,466
|
|
|
|
$56.89
|
|
|
623,948
|
|
|
|
$53.38
|
|
Awards granted (1) (5)
|
171,150
|
|
|
|
$80.15
|
|
|
174,112
|
|
|
|
$79.65
|
|
|
337,505
|
|
|
|
$81.87
|
|
Awards exercised/vested (2) (3) (4)
|
(1,456,363
|
)
|
|
|
$42.64
|
|
|
(127,174
|
)
|
|
|
$60.21
|
|
|
(72,003
|
)
|
|
|
$57.12
|
|
Awards forfeited
|
(9,550
|
)
|
|
|
$64.53
|
|
|
(5,970
|
)
|
|
|
$62.11
|
|
|
(2,009
|
)
|
|
|
$64.39
|
|
Awards expired
|
(1,492
|
)
|
|
|
$39.86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Conversion of restricted shares
to restricted units |
—
|
|
|
—
|
|
|
(1,284
|
)
|
|
—
|
|
|
1,284
|
|
|
—
|
|
|||
Balance at December 31, 2015
|
5,734,365
|
|
|
|
$48.04
|
|
|
522,150
|
|
|
|
$63.67
|
|
|
888,725
|
|
|
|
$63.91
|
|
Awards granted (1) (5)
|
154,016
|
|
|
|
$64.99
|
|
|
154,296
|
|
|
|
$75.19
|
|
|
289,273
|
|
|
|
$81.05
|
|
Awards exercised/vested (2) (3) (4)
|
(815,044
|
)
|
|
|
$38.01
|
|
|
(217,805
|
)
|
|
|
$57.75
|
|
|
(374,217
|
)
|
|
|
$52.73
|
|
Awards forfeited
|
(10,512
|
)
|
|
|
$63.43
|
|
|
(6,607
|
)
|
|
|
$70.73
|
|
|
(1,524
|
)
|
|
|
$86.35
|
|
Awards expired
|
(710
|
)
|
|
|
$68.40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Special dividend adjustment (6)
|
960,986
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31, 2016
|
6,023,101
|
|
|
|
$42.05
|
|
|
452,034
|
|
|
|
$70.35
|
|
|
802,257
|
|
|
|
$75.26
|
|
(1)
|
The weighted average grant date fair value for Options granted during the years ended
December 31, 2016
,
2015
and
2014
was
$11.09
per share,
$13.67
per share and
$9.21
per share, respectively.
|
(2)
|
The aggregate intrinsic value of options exercised during the years ended
December 31, 2016
,
2015
and
2014
was
$26.2 million
,
$52.9 million
and
$50.8 million
, respectively. These values were calculated as the difference between the strike price of the underlying awards and the per share price at which each respective award was exercised.
|
(3)
|
The fair value of restricted shares vested during the years ended
December 31, 2016
,
2015
and
2014
was
$15.6 million
,
$10.2 million
and
$10.2 million
, respectively.
|
(4)
|
The fair value of restricted units vested during the years ended
December 31, 2016
,
2015
and
2014
was
$27.2 million
,
$5.8 million
and
$3.4 million
, respectively.
|
(5)
|
Includes performance awards granted under the executive compensation program.
|
(6)
|
In addition to the regular quarterly dividends, the Company paid two special dividends to its shareholders and holders of OP Units of
$11.00
per share/unit in the aggregate in 2016. Option holders were not entitled to these special dividends, but pursuant to the terms of the Share Incentive Plans are due equitable adjustments of additional options. The special dividend adjustment's weighted average
|
|
|
Options Outstanding (1)
|
|
Options Exercisable (2)
|
||||||||||||
Range of Exercise Prices
|
|
Options
|
|
Weighted
Average
Remaining
Contractual Life in Years
|
|
Weighted
Average
Exercise Price
|
|
Options
|
|
Weighted
Average
Exercise Price
|
||||||
$19.67 to $24.93
|
|
892,111
|
|
|
2.10
|
|
|
$19.67
|
|
|
892,111
|
|
|
|
$19.67
|
|
$24.94 to $37.39
|
|
930,884
|
|
|
2.54
|
|
|
$29.42
|
|
|
930,884
|
|
|
|
$29.42
|
|
$37.40 to $43.62
|
|
2,412
|
|
|
3.83
|
|
|
$41.44
|
|
|
2,412
|
|
|
|
$41.44
|
|
$43.63 to $49.86
|
|
2,715,880
|
|
|
5.50
|
|
|
$46.59
|
|
|
2,515,401
|
|
|
|
$46.47
|
|
$49.87 to $56.09
|
|
1,114,654
|
|
|
5.16
|
|
|
$51.30
|
|
|
1,114,654
|
|
|
|
$51.30
|
|
$56.10 to $62.32
|
|
2,761
|
|
|
8.48
|
|
|
$60.80
|
|
|
2,761
|
|
|
|
$60.80
|
|
$62.33 to $68.55
|
|
364,399
|
|
|
8.57
|
|
|
$66.77
|
|
|
152,454
|
|
|
67.27
|
|
|
$19.67 to $68.55
|
|
6,023,101
|
|
|
4.66
|
|
|
$42.05
|
|
|
5,610,677
|
|
|
|
$40.91
|
|
Vested and expected to vest
as of December 31, 2016 |
|
6,003,870
|
|
|
4.55
|
|
|
$41.97
|
|
|
|
|
|
|
|
(1)
|
The aggregate intrinsic value of options outstanding that are vested and expected to vest as of
December 31, 2016
is
$135.3 million
.
|
(2)
|
The aggregate intrinsic value and weighted average remaining contractual life in years of options exercisable as of
December 31, 2016
is
$132.0 million
and
4.4
years, respectively.
|
13.
|
Employee Plans
|
|
Year Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
|
(Amounts in thousands except share and per share amounts)
|
||||
Shares issued
|
63,909
|
|
68,462
|
|
68,807
|
Issuance price ranges
|
$51.85 – $63.37
|
|
$63.70 – $65.90
|
|
$45.90 – $55.95
|
Issuance proceeds
|
$3,686
|
|
$4,404
|
|
$3,392
|
14.
|
Distribution Reinvestment Plan
|
15.
|
Transactions with Related Parties
|
16.
|
Commitments and Contingencies
|
(a)
|
Minimum basic rent due for various office space the Company leases and fixed base rent due on ground leases for
11
properties.
|
(b)
|
Minimum basic rent receipts due for various retail/commercial space where the Company is the lessor.
|
(c)
|
Estimated payments to the Company's Chairman, Vice Chairman and one former CEO based on actual and planned retirement dates.
|
17.
|
Reportable Segments
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Rental income
|
|
$
|
2,422,233
|
|
|
$
|
2,736,578
|
|
|
$
|
2,605,311
|
|
Property and maintenance expense
|
|
(406,823
|
)
|
|
(479,160
|
)
|
|
(473,098
|
)
|
|||
Real estate taxes and insurance expense
|
|
(317,387
|
)
|
|
(339,802
|
)
|
|
(325,401
|
)
|
|||
Total operating expenses
|
|
(724,210
|
)
|
|
(818,962
|
)
|
|
(798,499
|
)
|
|||
Net operating income
|
|
$
|
1,698,023
|
|
|
$
|
1,917,616
|
|
|
$
|
1,806,812
|
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||||||||||
|
|
Rental Income
|
|
Operating Expenses
|
|
NOI
|
|
Rental Income
|
|
Operating Expenses
|
|
NOI
|
|
Rental Income
|
|
Operating Expenses
|
|
NOI
|
||||||||||||||||||
Same store (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Los Angeles
|
|
$
|
368,734
|
|
|
$
|
107,138
|
|
|
$
|
261,596
|
|
|
$
|
349,285
|
|
|
$
|
104,614
|
|
|
$
|
244,671
|
|
|
$
|
259,437
|
|
|
$
|
81,972
|
|
|
$
|
177,465
|
|
San Diego
|
|
88,049
|
|
|
23,489
|
|
|
64,560
|
|
|
83,491
|
|
|
22,938
|
|
|
60,553
|
|
|
79,217
|
|
|
22,605
|
|
|
56,612
|
|
|||||||||
Orange County
|
|
79,602
|
|
|
18,931
|
|
|
60,671
|
|
|
75,068
|
|
|
18,550
|
|
|
56,518
|
|
|
71,440
|
|
|
18,211
|
|
|
53,229
|
|
|||||||||
Subtotal - Southern California
|
|
536,385
|
|
|
149,558
|
|
|
386,827
|
|
|
507,844
|
|
|
146,102
|
|
|
361,742
|
|
|
410,094
|
|
|
122,788
|
|
|
287,306
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
New York
|
|
457,882
|
|
|
160,772
|
|
|
297,110
|
|
|
450,460
|
|
|
152,682
|
|
|
297,778
|
|
|
455,598
|
|
|
156,881
|
|
|
298,717
|
|
|||||||||
Washington D.C.
|
|
424,055
|
|
|
126,154
|
|
|
297,901
|
|
|
417,985
|
|
|
123,450
|
|
|
294,535
|
|
|
451,973
|
|
|
131,964
|
|
|
320,009
|
|
|||||||||
San Francisco
|
|
365,019
|
|
|
88,141
|
|
|
276,878
|
|
|
343,089
|
|
|
84,603
|
|
|
258,486
|
|
|
340,252
|
|
|
96,217
|
|
|
244,035
|
|
|||||||||
Boston
|
|
237,683
|
|
|
66,283
|
|
|
171,400
|
|
|
232,462
|
|
|
67,252
|
|
|
165,210
|
|
|
244,612
|
|
|
70,070
|
|
|
174,542
|
|
|||||||||
Seattle
|
|
154,482
|
|
|
42,644
|
|
|
111,838
|
|
|
145,646
|
|
|
39,307
|
|
|
106,339
|
|
|
153,197
|
|
|
45,781
|
|
|
107,416
|
|
|||||||||
Other Markets
|
|
1,798
|
|
|
568
|
|
|
1,230
|
|
|
1,680
|
|
|
528
|
|
|
1,152
|
|
|
385,664
|
|
|
120,395
|
|
|
265,269
|
|
|||||||||
Total same store
|
|
2,177,304
|
|
|
634,120
|
|
|
1,543,184
|
|
|
2,099,166
|
|
|
613,924
|
|
|
1,485,242
|
|
|
2,441,390
|
|
|
744,096
|
|
|
1,697,294
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Non-same store/other (2) (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Non-same store
|
|
163,768
|
|
|
56,403
|
|
|
107,365
|
|
|
72,123
|
|
|
27,078
|
|
|
45,045
|
|
|
83,715
|
|
|
28,992
|
|
|
54,723
|
|
|||||||||
Other (3)
|
|
81,161
|
|
|
33,687
|
|
|
47,474
|
|
|
565,289
|
|
|
177,960
|
|
|
387,329
|
|
|
80,206
|
|
|
25,411
|
|
|
54,795
|
|
|||||||||
Total non-same store/other
|
|
244,929
|
|
|
90,090
|
|
|
154,839
|
|
|
637,412
|
|
|
205,038
|
|
|
432,374
|
|
|
163,921
|
|
|
54,403
|
|
|
109,518
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Totals
|
|
$
|
2,422,233
|
|
|
$
|
724,210
|
|
|
$
|
1,698,023
|
|
|
$
|
2,736,578
|
|
|
$
|
818,962
|
|
|
$
|
1,917,616
|
|
|
$
|
2,605,311
|
|
|
$
|
798,499
|
|
|
$
|
1,806,812
|
|
(1)
|
For the years ended
December 31, 2016
and
2015
, same store primarily includes all properties acquired or completed that are stabilized prior to January 1,
2015
, less properties subsequently sold, which represented
69,879
apartment units. For the year ended December 31, 2014, same store primarily includes all properties acquired or completed that are stabilized prior to January 1, 2014, less properties subsequently sold, which represented
96,286
apartment units.
|
(2)
|
For the years ended December 31, 2016 and 2015, non-same store primarily includes properties acquired after January 1,
2015
, plus any properties in lease-up and not stabilized as of January 1,
2015
. For the year ended December 31, 2014, non-same store primarily
|
(3)
|
Other includes development, other corporate operations and operations prior to sale for properties sold in 2014 through 2016 that do not meet the new discontinued operations criteria.
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||
|
|
Total Assets
|
|
Capital Expenditures
|
|
Total Assets
|
|
Capital Expenditures
|
||||||||
Same store (1)
|
|
|
|
|
|
|
|
|
||||||||
Los Angeles
|
|
$
|
2,513,979
|
|
|
$
|
26,195
|
|
|
$
|
2,586,859
|
|
|
$
|
22,015
|
|
San Diego
|
|
471,937
|
|
|
5,172
|
|
|
488,260
|
|
|
4,608
|
|
||||
Orange County
|
|
260,918
|
|
|
6,747
|
|
|
268,479
|
|
|
7,336
|
|
||||
Subtotal - Southern California
|
|
3,246,834
|
|
|
38,114
|
|
|
3,343,598
|
|
|
33,959
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
New York
|
|
4,275,930
|
|
|
25,329
|
|
|
4,383,354
|
|
|
18,170
|
|
||||
Washington D.C.
|
|
3,916,264
|
|
|
33,867
|
|
|
4,023,474
|
|
|
33,455
|
|
||||
San Francisco
|
|
2,441,256
|
|
|
24,411
|
|
|
2,506,004
|
|
|
25,104
|
|
||||
Boston
|
|
1,723,942
|
|
|
20,936
|
|
|
1,774,181
|
|
|
17,355
|
|
||||
Seattle
|
|
1,031,764
|
|
|
13,464
|
|
|
1,061,351
|
|
|
9,106
|
|
||||
Other Markets
|
|
12,902
|
|
|
67
|
|
|
13,162
|
|
|
182
|
|
||||
Total same store
|
|
16,648,892
|
|
|
156,188
|
|
|
17,105,124
|
|
|
137,331
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Non-same store/other (2) (3)
|
|
|
|
|
|
|
|
|
||||||||
Non-same store
|
|
2,864,250
|
|
|
12,179
|
|
|
2,441,637
|
|
|
6,341
|
|
||||
Other (3)
|
|
1,191,006
|
|
|
3,810
|
|
|
3,563,435
|
|
|
38,441
|
|
||||
Total non-same store/other
|
|
4,055,256
|
|
|
15,989
|
|
|
6,005,072
|
|
|
44,782
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Totals
|
|
$
|
20,704,148
|
|
|
$
|
172,177
|
|
|
$
|
23,110,196
|
|
|
$
|
182,113
|
|
(1)
|
Same store primarily includes all properties acquired or completed that are stabilized prior to January 1,
2015
, less properties subsequently sold, which represented
69,879
apartment units.
|
(2)
|
Non-same store primarily includes properties acquired after January 1,
2015
, plus any properties in lease-up and not stabilized as of January 1,
2015
.
|
(3)
|
Other includes development, other corporate operations and capital expenditures for properties sold.
|
18.
|
Subsequent Events/Other
|
19.
|
Quarterly Financial Data (Unaudited)
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2016
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
||||||||
Total revenues
|
|
$
|
619,083
|
|
|
$
|
595,154
|
|
|
$
|
606,074
|
|
|
$
|
605,489
|
|
Operating income
|
|
216,625
|
|
|
206,018
|
|
|
209,373
|
|
|
224,070
|
|
||||
Income from continuing operations
|
|
3,731,988
|
|
|
228,365
|
|
|
217,246
|
|
|
301,987
|
|
||||
Discontinued operations, net
|
|
(157
|
)
|
|
35
|
|
|
246
|
|
|
394
|
|
||||
Net income *
|
|
3,731,831
|
|
|
228,400
|
|
|
217,492
|
|
|
302,381
|
|
||||
Net income available to Common Shares
|
|
3,586,985
|
|
|
218,067
|
|
|
207,543
|
|
|
276,477
|
|
||||
Earnings per share – basic:
|
|
|
|
|
|
|
|
|
||||||||
Net income available to Common Shares
|
|
$
|
9.84
|
|
|
$
|
0.60
|
|
|
$
|
0.57
|
|
|
$
|
0.76
|
|
Weighted average Common Shares outstanding
|
|
364,592
|
|
|
365,047
|
|
|
365,109
|
|
|
365,256
|
|
||||
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income available to Common Shares
|
|
$
|
9.76
|
|
|
$
|
0.59
|
|
|
$
|
0.56
|
|
|
$
|
0.75
|
|
Weighted average Common Shares outstanding
|
|
382,243
|
|
|
382,065
|
|
|
382,373
|
|
|
381,860
|
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2015
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
||||||||
Total revenues
|
|
$
|
666,371
|
|
|
$
|
679,112
|
|
|
$
|
696,289
|
|
|
$
|
703,193
|
|
Operating income
|
|
218,331
|
|
|
246,255
|
|
|
257,594
|
|
|
287,058
|
|
||||
Income from continuing operations
|
|
190,069
|
|
|
298,504
|
|
|
205,375
|
|
|
213,673
|
|
||||
Discontinued operations, net
|
|
155
|
|
|
114
|
|
|
81
|
|
|
47
|
|
||||
Net income *
|
|
190,224
|
|
|
298,618
|
|
|
205,456
|
|
|
213,720
|
|
||||
Net income available to Common Shares
|
|
178,842
|
|
|
285,587
|
|
|
195,859
|
|
|
202,989
|
|
||||
Earnings per share – basic:
|
|
|
|
|
|
|
|
|
||||||||
Net income available to Common Shares
|
|
$
|
0.49
|
|
|
$
|
0.79
|
|
|
$
|
0.54
|
|
|
$
|
0.56
|
|
Weighted average Common Shares outstanding
|
|
363,098
|
|
|
363,476
|
|
|
363,579
|
|
|
363,828
|
|
||||
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income available to Common Shares
|
|
$
|
0.49
|
|
|
$
|
0.78
|
|
|
$
|
0.53
|
|
|
$
|
0.55
|
|
Weighted average Common Shares outstanding
|
|
380,327
|
|
|
380,491
|
|
|
380,663
|
|
|
381,220
|
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2016
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
||||||||
Total revenues
|
|
$
|
619,083
|
|
|
$
|
595,154
|
|
|
$
|
606,074
|
|
|
$
|
605,489
|
|
Operating income
|
|
216,625
|
|
|
206,018
|
|
|
209,373
|
|
|
224,070
|
|
||||
Income from continuing operations
|
|
3,731,988
|
|
|
228,365
|
|
|
217,246
|
|
|
301,987
|
|
||||
Discontinued operations, net
|
|
(157
|
)
|
|
35
|
|
|
246
|
|
|
394
|
|
||||
Net income *
|
|
3,731,831
|
|
|
228,400
|
|
|
217,492
|
|
|
302,381
|
|
||||
Net income available to Units
|
|
3,730,294
|
|
|
226,847
|
|
|
215,896
|
|
|
287,546
|
|
||||
Earnings per Unit – basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income available to Units
|
|
$
|
9.84
|
|
|
$
|
0.60
|
|
|
$
|
0.57
|
|
|
$
|
0.76
|
|
Weighted average Units outstanding
|
|
378,289
|
|
|
378,934
|
|
|
379,008
|
|
|
379,081
|
|
||||
Earnings per Unit – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income available to Units
|
|
$
|
9.76
|
|
|
$
|
0.59
|
|
|
$
|
0.56
|
|
|
$
|
0.75
|
|
Weighted average Units outstanding
|
|
382,243
|
|
|
382,065
|
|
|
382,373
|
|
|
381,860
|
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2015
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
||||||||
Total revenues
|
|
$
|
666,371
|
|
|
$
|
679,112
|
|
|
$
|
696,289
|
|
|
$
|
703,193
|
|
Operating income
|
|
218,331
|
|
|
246,255
|
|
|
257,594
|
|
|
287,058
|
|
||||
Income from continuing operations
|
|
190,069
|
|
|
298,504
|
|
|
205,375
|
|
|
213,673
|
|
||||
Discontinued operations, net
|
|
155
|
|
|
114
|
|
|
81
|
|
|
47
|
|
||||
Net income *
|
|
190,224
|
|
|
298,618
|
|
|
205,456
|
|
|
213,720
|
|
||||
Net income available to Units
|
|
185,901
|
|
|
296,941
|
|
|
203,637
|
|
|
211,039
|
|
||||
Earnings per Unit – basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income available to Units
|
|
$
|
0.49
|
|
|
$
|
0.79
|
|
|
$
|
0.54
|
|
|
$
|
0.56
|
|
Weighted average Units outstanding
|
|
376,696
|
|
|
377,063
|
|
|
377,147
|
|
|
377,380
|
|
||||
Earnings per Unit – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income available to Units
|
|
$
|
0.49
|
|
|
$
|
0.78
|
|
|
$
|
0.53
|
|
|
$
|
0.55
|
|
Weighted average Units outstanding
|
|
380,327
|
|
|
380,491
|
|
|
380,663
|
|
|
381,220
|
|
|
Properties (H)
|
|
Apartment Units (H)
|
|
Investment in Real Estate, Gross
|
|
Accumulated
Depreciation
|
|
Investment in Real Estate, Net
|
|
Encumbrances (1)
|
||||||||||
Wholly Owned Unencumbered
|
204
|
|
|
52,102
|
|
|
$
|
18,448,319,778
|
|
|
$
|
(3,651,990,171
|
)
|
|
$
|
14,796,329,607
|
|
|
$
|
—
|
|
Wholly Owned Encumbered
|
79
|
|
|
21,196
|
|
|
6,291,785,512
|
|
|
(1,497,361,379
|
)
|
|
4,794,424,133
|
|
|
3,818,071,013
|
|
||||
Wholly Owned Properties
|
283
|
|
|
73,298
|
|
|
24,740,105,290
|
|
|
(5,149,351,550
|
)
|
|
19,590,753,740
|
|
|
3,818,071,013
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partially Owned Unencumbered
|
9
|
|
|
1,527
|
|
|
288,230,337
|
|
|
(98,826,978
|
)
|
|
189,403,359
|
|
|
—
|
|
||||
Partially Owned Encumbered
|
8
|
|
|
1,688
|
|
|
358,089,848
|
|
|
(112,210,888
|
)
|
|
245,878,960
|
|
|
301,109,812
|
|
||||
Partially Owned Properties
|
17
|
|
|
3,215
|
|
|
646,320,185
|
|
|
(211,037,866
|
)
|
|
435,282,319
|
|
|
301,109,812
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Unencumbered Properties
|
213
|
|
|
53,629
|
|
|
18,736,550,115
|
|
|
(3,750,817,149
|
)
|
|
14,985,732,966
|
|
|
—
|
|
||||
Total Encumbered Properties
|
87
|
|
|
22,884
|
|
|
6,649,875,360
|
|
|
(1,609,572,267
|
)
|
|
5,040,303,093
|
|
|
4,119,180,825
|
|
||||
Total Consolidated Investment in Real Estate
|
300
|
|
|
76,513
|
|
|
$
|
25,386,425,475
|
|
|
$
|
(5,360,389,416
|
)
|
|
$
|
20,026,036,059
|
|
|
$
|
4,119,180,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See attached Encumbrances Reconciliation.
|
Portfolio/Entity Encumbrances
|
|
Number of
Properties Encumbered by
|
|
See Properties With Note:
|
|
Amount
|
||
EQR-Fanwell 2007 LP
|
|
4
|
|
I
|
|
$
|
299,795,866
|
|
EQR-Wellfan 2008 LP (R)
|
|
10
|
|
J
|
|
549,337,934
|
|
|
Archstone Master Property Holdings LLC
|
|
13
|
|
K
|
|
796,845,087
|
|
|
|
|
|
|
|
|
|
||
Portfolio/Entity Encumbrances
|
|
27
|
|
|
|
1,645,978,887
|
|
|
|
|
|
|
|
|
|
||
Individual Property Encumbrances
|
|
|
|
|
|
2,473,201,938
|
|
|
|
|
|
|
|
|
|
||
Total Encumbrances per Financial Statements
|
|
|
|
|
|
$
|
4,119,180,825
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
$
|
28,542,697
|
|
|
$
|
27,675,383
|
|
|
$
|
26,800,948
|
|
Acquisitions and development
|
832,803
|
|
|
964,645
|
|
|
1,121,423
|
|
|||
Improvements
|
174,981
|
|
|
186,104
|
|
|
191,243
|
|
|||
Dispositions and other
|
(4,164,056
|
)
|
|
(283,435
|
)
|
|
(438,231
|
)
|
|||
Balance, end of year (1)
|
$
|
25,386,425
|
|
|
$
|
28,542,697
|
|
|
$
|
27,675,383
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
$
|
6,084,616
|
|
|
$
|
5,432,805
|
|
|
$
|
4,807,709
|
|
Depreciation
|
705,649
|
|
|
765,895
|
|
|
758,861
|
|
|||
Dispositions and other
|
(1,429,876
|
)
|
|
(114,084
|
)
|
|
(133,765
|
)
|
|||
Balance, end of year (1)
|
$
|
5,360,389
|
|
|
$
|
6,084,616
|
|
|
$
|
5,432,805
|
|
Description
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)
|
|
Gross Amount Carried at Close of Period 12/31/16
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Apartment Name
|
Location
|
|
Retail/Commercial Space
|
|
Date of Construction
|
|
Apartment Units (H)
|
|
Land
|
|
Building & Fixtures
|
|
Building & Fixtures
|
|
Land
|
|
Building & Fixtures (A)
|
|
Total (B)
|
Accumulated Depreciation (C)
|
Investment in Real Estate, Net at 12/31/16
|
|
Encumbrances
|
|||||||||||||||||||||
Wholly Owned Unencumbered:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
100 K Street
|
Washington, D.C.
|
|
—
|
|
(F)
|
|
—
|
|
|
$
|
15,600,000
|
|
|
$
|
10,782,320
|
|
|
$
|
—
|
|
|
$
|
15,600,000
|
|
|
$
|
10,782,320
|
|
|
$
|
26,382,320
|
|
|
$
|
—
|
|
|
$
|
26,382,320
|
|
|
$
|
—
|
|
140 Riverside Boulevard
|
New York, NY
|
|
G
|
|
2003
|
|
354
|
|
|
103,539,100
|
|
|
94,082,725
|
|
|
6,750,405
|
|
|
103,539,100
|
|
|
100,833,130
|
|
|
204,372,230
|
|
|
(41,010,422
|
)
|
|
163,361,808
|
|
|
—
|
|
|||||||||
160 Riverside Boulevard
|
New York, NY
|
|
G
|
|
2001
|
|
455
|
|
|
139,933,500
|
|
|
190,964,745
|
|
|
12,780,175
|
|
|
139,933,500
|
|
|
203,744,920
|
|
|
343,678,420
|
|
|
(81,836,307
|
)
|
|
261,842,113
|
|
|
—
|
|
|||||||||
170 Amsterdam
|
New York, NY
|
|
G
|
|
2015
|
|
236
|
|
|
—
|
|
|
111,872,438
|
|
|
60,750
|
|
|
—
|
|
|
111,933,188
|
|
|
111,933,188
|
|
|
(7,014,736
|
)
|
|
104,918,452
|
|
|
—
|
|
|||||||||
175 Kent
|
Brooklyn, NY
|
|
G
|
|
2011
|
|
113
|
|
|
22,037,831
|
|
|
53,962,169
|
|
|
1,396,338
|
|
|
22,037,831
|
|
|
55,358,507
|
|
|
77,396,338
|
|
|
(12,584,288
|
)
|
|
64,812,050
|
|
|
—
|
|
|||||||||
180 Montague (fka Brooklyn Heights)
|
Brooklyn, NY
|
|
G
|
|
2000
|
|
193
|
|
|
32,400,000
|
|
|
92,675,228
|
|
|
2,910,862
|
|
|
32,400,000
|
|
|
95,586,090
|
|
|
127,986,090
|
|
|
(16,638,099
|
)
|
|
111,347,991
|
|
|
—
|
|
|||||||||
180 Riverside Boulevard
|
New York, NY
|
|
G
|
|
1998
|
|
516
|
|
|
144,968,250
|
|
|
138,346,681
|
|
|
11,344,206
|
|
|
144,968,250
|
|
|
149,690,887
|
|
|
294,659,137
|
|
|
(61,661,842
|
)
|
|
232,997,295
|
|
|
—
|
|
|||||||||
1111 Belle Pre (fka The Madison)
|
Alexandria, VA
|
|
G
|
|
2014
|
|
360
|
|
|
18,937,702
|
|
|
94,758,679
|
|
|
101,850
|
|
|
18,937,702
|
|
|
94,860,529
|
|
|
113,798,231
|
|
|
(12,803,962
|
)
|
|
100,994,269
|
|
|
—
|
|
|||||||||
1210 Mass
|
Washington, D.C.
|
|
G
|
|
2004
|
|
144
|
|
|
9,213,513
|
|
|
36,559,189
|
|
|
2,112,056
|
|
|
9,213,513
|
|
|
38,671,245
|
|
|
47,884,758
|
|
|
(15,416,324
|
)
|
|
32,468,434
|
|
|
—
|
|
|||||||||
1401 E. Madison
|
Seattle, WA
|
|
—
|
|
(F)
|
|
—
|
|
|
10,401,958
|
|
|
4,932,954
|
|
|
—
|
|
|
10,401,958
|
|
|
4,932,954
|
|
|
15,334,912
|
|
|
—
|
|
|
15,334,912
|
|
|
—
|
|
|||||||||
1500 Mass Ave
|
Washington, D.C.
|
|
G
|
|
1951
|
|
556
|
|
|
54,638,298
|
|
|
40,361,702
|
|
|
14,505,801
|
|
|
54,638,298
|
|
|
54,867,503
|
|
|
109,505,801
|
|
|
(21,697,139
|
)
|
|
87,808,662
|
|
|
—
|
|
|||||||||
1800 Oak (fka Rosslyn)
|
Arlington, VA
|
|
G
|
|
2003
|
|
314
|
|
|
31,400,000
|
|
|
109,005,734
|
|
|
2,999,587
|
|
|
31,400,000
|
|
|
112,005,321
|
|
|
143,405,321
|
|
|
(19,795,492
|
)
|
|
123,609,829
|
|
|
—
|
|
|||||||||
2201 Pershing Drive
|
Arlington, VA
|
|
G
|
|
2012
|
|
188
|
|
|
11,321,198
|
|
|
49,674,175
|
|
|
2,103,036
|
|
|
11,321,198
|
|
|
51,777,211
|
|
|
63,098,409
|
|
|
(9,394,581
|
)
|
|
53,703,828
|
|
|
—
|
|
|||||||||
2201 Wilson
|
Arlington, VA
|
|
G
|
|
2000
|
|
219
|
|
|
21,900,000
|
|
|
78,724,663
|
|
|
2,390,730
|
|
|
21,900,000
|
|
|
81,115,393
|
|
|
103,015,393
|
|
|
(13,936,506
|
)
|
|
89,078,887
|
|
|
—
|
|
|||||||||
2400 M St
|
Washington, D.C.
|
|
G
|
|
2006
|
|
359
|
|
|
30,006,593
|
|
|
114,013,785
|
|
|
4,082,076
|
|
|
30,006,593
|
|
|
118,095,861
|
|
|
148,102,454
|
|
|
(45,418,266
|
)
|
|
102,684,188
|
|
|
—
|
|
|||||||||
315 on A
|
Boston, MA
|
|
G
|
|
2013
|
|
202
|
|
|
14,450,070
|
|
|
115,824,930
|
|
|
517,562
|
|
|
14,450,070
|
|
|
116,342,492
|
|
|
130,792,562
|
|
|
(10,319,919
|
)
|
|
120,472,643
|
|
|
—
|
|
|||||||||
340 Fremont (fka Rincon Hill)
|
San Francisco, CA
|
|
—
|
|
2016
|
|
348
|
|
|
42,000,000
|
|
|
244,995,446
|
|
|
88
|
|
|
42,000,000
|
|
|
244,995,534
|
|
|
286,995,534
|
|
|
(4,611,169
|
)
|
|
282,384,365
|
|
|
—
|
|
|||||||||
3003 Van Ness (fka Van Ness)
|
Washington, D.C.
|
|
—
|
|
1970
|
|
625
|
|
|
56,300,000
|
|
|
141,191,580
|
|
|
4,018,369
|
|
|
56,300,000
|
|
|
145,209,949
|
|
|
201,509,949
|
|
|
(27,557,126
|
)
|
|
173,952,823
|
|
|
—
|
|
|||||||||
45 Worthington (CityView II)
|
Boston, MA
|
|
—
|
|
(F)
|
|
—
|
|
|
—
|
|
|
2,058,673
|
|
|
—
|
|
|
—
|
|
|
2,058,673
|
|
|
2,058,673
|
|
|
—
|
|
|
2,058,673
|
|
|
—
|
|
|||||||||
420 East 80th Street
|
New York, NY
|
|
—
|
|
1961
|
|
155
|
|
|
39,277,000
|
|
|
23,026,984
|
|
|
4,252,598
|
|
|
39,277,000
|
|
|
27,279,582
|
|
|
66,556,582
|
|
|
(12,559,376
|
)
|
|
53,997,206
|
|
|
—
|
|
|||||||||
425 Mass
|
Washington, D.C.
|
|
G
|
|
2009
|
|
559
|
|
|
28,150,000
|
|
|
138,600,000
|
|
|
3,740,413
|
|
|
28,150,000
|
|
|
142,340,413
|
|
|
170,490,413
|
|
|
(39,542,039
|
)
|
|
130,948,374
|
|
|
—
|
|
|||||||||
455 Eye Street
|
Washington, D.C.
|
|
G
|
|
(F)
|
|
—
|
|
|
12,762,857
|
|
|
45,794,997
|
|
|
—
|
|
|
12,762,857
|
|
|
45,794,997
|
|
|
58,557,854
|
|
|
—
|
|
|
58,557,854
|
|
|
—
|
|
|||||||||
4885 Edgemoor Lane
|
Bethesda, MD
|
|
—
|
|
(F)
|
|
—
|
|
|
—
|
|
|
1,237,673
|
|
|
—
|
|
|
—
|
|
|
1,237,673
|
|
|
1,237,673
|
|
|
—
|
|
|
1,237,673
|
|
|
—
|
|
|||||||||
4th and Hill
|
Los Angeles, CA
|
|
—
|
|
(F)
|
|
—
|
|
|
13,131,456
|
|
|
11,144,682
|
|
|
—
|
|
|
13,131,456
|
|
|
11,144,682
|
|
|
24,276,138
|
|
|
—
|
|
|
24,276,138
|
|
|
—
|
|
|||||||||
600 Washington
|
New York, NY
|
|
G
|
|
2004
|
|
135
|
|
|
32,852,000
|
|
|
43,140,551
|
|
|
734,411
|
|
|
32,852,000
|
|
|
43,874,962
|
|
|
76,726,962
|
|
|
(17,905,409
|
)
|
|
58,821,553
|
|
|
—
|
|
|||||||||
660 Washington (fka Boston Common)
|
Boston, MA
|
|
G
|
|
2006
|
|
420
|
|
|
106,100,000
|
|
|
166,311,679
|
|
|
2,325,428
|
|
|
106,100,000
|
|
|
168,637,107
|
|
|
274,737,107
|
|
|
(29,635,573
|
)
|
|
245,101,534
|
|
|
—
|
|
|||||||||
70 Greene
|
Jersey City, NJ
|
|
G
|
|
2010
|
|
480
|
|
|
28,108,899
|
|
|
236,763,553
|
|
|
1,103,051
|
|
|
28,108,899
|
|
|
237,866,604
|
|
|
265,975,503
|
|
|
(57,907,087
|
)
|
|
208,068,416
|
|
|
—
|
|
|||||||||
71 Broadway
|
New York, NY
|
|
G
|
|
1997
|
|
238
|
|
|
22,611,600
|
|
|
77,492,171
|
|
|
12,799,538
|
|
|
22,611,600
|
|
|
90,291,709
|
|
|
112,903,309
|
|
|
(39,723,414
|
)
|
|
73,179,895
|
|
|
—
|
|
|||||||||
77 Bluxome
|
San Francisco, CA
|
|
—
|
|
2007
|
|
102
|
|
|
5,249,124
|
|
|
18,609,876
|
|
|
264,502
|
|
|
5,249,124
|
|
|
18,874,378
|
|
|
24,123,502
|
|
|
(4,400,965
|
)
|
|
19,722,537
|
|
|
—
|
|
|||||||||
77 Park Avenue (fka Hoboken)
|
Hoboken, NJ
|
|
G
|
|
2000
|
|
301
|
|
|
27,900,000
|
|
|
168,992,440
|
|
|
5,319,200
|
|
|
27,900,000
|
|
|
174,311,640
|
|
|
202,211,640
|
|
|
(28,587,488
|
)
|
|
173,624,152
|
|
|
—
|
|
|||||||||
777 Sixth
|
New York, NY
|
|
G
|
|
2002
|
|
294
|
|
|
65,352,706
|
|
|
65,747,294
|
|
|
1,975,718
|
|
|
65,352,706
|
|
|
67,723,012
|
|
|
133,075,718
|
|
|
(24,056,905
|
)
|
|
109,018,813
|
|
|
—
|
|
|||||||||
88 Hillside
|
Daly City, CA
|
|
G
|
|
2011
|
|
95
|
|
|
7,786,800
|
|
|
31,587,325
|
|
|
1,965,143
|
|
|
7,786,800
|
|
|
33,552,468
|
|
|
41,339,268
|
|
|
(7,400,305
|
)
|
|
33,938,963
|
|
|
—
|
|
|||||||||
855 Brannan
|
San Francisco, CA
|
|
G
|
|
(F)
|
|
—
|
|
|
41,363,921
|
|
|
166,903,627
|
|
|
—
|
|
|
41,363,921
|
|
|
166,903,627
|
|
|
208,267,548
|
|
|
—
|
|
|
208,267,548
|
|
|
—
|
|
|||||||||
Acton Courtyard
|
Berkeley, CA
|
|
G
|
|
2003
|
|
71
|
|
|
5,550,000
|
|
|
15,785,509
|
|
|
199,531
|
|
|
5,550,000
|
|
|
15,985,040
|
|
|
21,535,040
|
|
|
(6,078,896
|
)
|
|
15,456,144
|
|
|
—
|
|
|||||||||
Alban Towers
|
Washington, D.C.
|
|
—
|
|
1934
|
|
229
|
|
|
18,900,000
|
|
|
89,794,201
|
|
|
1,712,897
|
|
|
18,900,000
|
|
|
91,507,098
|
|
|
110,407,098
|
|
|
(15,639,767
|
)
|
|
94,767,331
|
|
|
—
|
|
|||||||||
Altitude (fka Village at Howard Hughes, The (Lots 1 & 2))
|
Los Angeles, CA
|
|
—
|
|
2016
|
|
545
|
|
|
43,783,485
|
|
|
147,918,661
|
|
|
25,744
|
|
|
43,783,485
|
|
|
147,944,405
|
|
|
191,727,890
|
|
|
(2,490,933
|
)
|
|
189,236,957
|
|
|
—
|
|
|||||||||
Alton, The (fka Millikan)
|
Irvine, CA
|
|
—
|
|
(F)
|
|
—
|
|
|
11,049,027
|
|
|
90,857,975
|
|
|
—
|
|
|
11,049,027
|
|
|
90,857,975
|
|
|
101,907,002
|
|
|
—
|
|
|
101,907,002
|
|
|
—
|
|
|||||||||
Arbor Terrace
|
Sunnyvale, CA
|
|
—
|
|
1979
|
|
175
|
|
|
9,057,300
|
|
|
18,483,642
|
|
|
4,162,140
|
|
|
9,057,300
|
|
|
22,645,782
|
|
|
31,703,082
|
|
|
(13,943,284
|
)
|
|
17,759,798
|
|
|
—
|
|
|||||||||
Artech Building
|
Berkeley, CA
|
|
G
|
|
2002
|
|
27
|
|
|
1,642,000
|
|
|
9,152,518
|
|
|
329,292
|
|
|
1,642,000
|
|
|
9,481,810
|
|
|
11,123,810
|
|
|
(3,371,389
|
)
|
|
7,752,421
|
|
|
—
|
|
|||||||||
Artisan on Second
|
Los Angeles, CA
|
|
—
|
|
2008
|
|
118
|
|
|
8,000,400
|
|
|
36,074,600
|
|
|
670,299
|
|
|
8,000,400
|
|
|
36,744,899
|
|
|
44,745,299
|
|
|
(9,258,909
|
)
|
|
35,486,390
|
|
|
—
|
|
|||||||||
Artistry Emeryville (fka Emeryville)
|
Emeryville, CA
|
|
—
|
|
1994
|
|
261
|
|
|
12,300,000
|
|
|
61,466,267
|
|
|
2,277,634
|
|
|
12,300,000
|
|
|
63,743,901
|
|
|
76,043,901
|
|
|
(12,191,117
|
)
|
|
63,852,784
|
|
|
—
|
|
|||||||||
Atelier
|
Brooklyn, NY
|
|
—
|
|
2015
|
|
120
|
|
|
32,401,680
|
|
|
47,135,432
|
|
|
90,854
|
|
|
32,401,680
|
|
|
47,226,286
|
|
|
79,627,966
|
|
|
(3,149,449
|
)
|
|
76,478,517
|
|
|
—
|
|
|||||||||
Avenue Two
|
Redwood City, CA
|
|
—
|
|
1972
|
|
123
|
|
|
7,995,000
|
|
|
18,005,000
|
|
|
1,749,322
|
|
|
7,995,000
|
|
|
19,754,322
|
|
|
27,749,322
|
|
|
(5,134,751
|
)
|
|
22,614,571
|
|
|
—
|
|
|||||||||
Azure (fka Mission Bay-Block 13)
|
San Francisco, CA
|
|
—
|
|
2015
|
|
273
|
|
|
32,855,115
|
|
|
152,254,155
|
|
|
26,494
|
|
|
32,855,115
|
|
|
152,280,649
|
|
|
185,135,764
|
|
|
(7,791,579
|
)
|
|
177,344,185
|
|
|
—
|
|
|||||||||
Bay Hill
|
Long Beach, CA
|
|
—
|
|
2002
|
|
160
|
|
|
7,600,000
|
|
|
27,437,239
|
|
|
2,909,175
|
|
|
7,600,000
|
|
|
30,346,414
|
|
|
37,946,414
|
|
|
(13,103,323
|
)
|
|
24,843,091
|
|
|
—
|
|
|||||||||
Beatrice, The
|
New York, NY
|
|
G
|
|
2010
|
|
302
|
|
|
114,351,405
|
|
|
165,648,595
|
|
|
1,000,140
|
|
|
114,351,405
|
|
|
166,648,735
|
|
|
281,000,140
|
|
|
(35,148,328
|
)
|
|
245,851,812
|
|
|
—
|
|
|||||||||
Belle Arts Condominium Homes, LLC
|
Bellevue, WA
|
|
—
|
|
2000
|
|
1
|
|
|
63,158
|
|
|
248,928
|
|
|
(5,320
|
)
|
|
63,158
|
|
|
243,608
|
|
|
306,766
|
|
|
—
|
|
|
306,766
|
|
|
—
|
|
Description
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)
|
|
Gross Amount Carried at Close of Period 12/31/16
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Apartment Name
|
Location
|
|
Retail/Commercial Space
|
|
Date of Construction
|
|
Apartment Units (H)
|
|
Land
|
|
Building & Fixtures
|
|
Building & Fixtures
|
|
Land
|
|
Building & Fixtures (A)
|
|
Total (B)
|
Accumulated Depreciation (C)
|
Investment in Real Estate, Net at 12/31/16
|
|
Encumbrances
|
||||||||||||
Belle Fontaine
|
Marina Del Rey, CA
|
|
—
|
|
2003
|
|
102
|
|
|
9,098,808
|
|
|
28,701,192
|
|
|
683,777
|
|
|
9,098,808
|
|
|
29,384,969
|
|
|
38,483,777
|
|
|
(6,820,566
|
)
|
|
31,663,211
|
|
|
—
|
|
Breakwater at Marina Del Rey
|
Marina Del Rey, CA
|
|
—
|
|
1964-1969
|
|
224
|
|
|
—
|
|
|
73,189,262
|
|
|
1,050,136
|
|
|
—
|
|
|
74,239,398
|
|
|
74,239,398
|
|
|
(14,067,543
|
)
|
|
60,171,855
|
|
|
—
|
|
Briarwood (CA)
|
Sunnyvale, CA
|
|
—
|
|
1985
|
|
192
|
|
|
9,991,500
|
|
|
22,247,278
|
|
|
3,599,062
|
|
|
9,991,500
|
|
|
25,846,340
|
|
|
35,837,840
|
|
|
(15,933,244
|
)
|
|
19,904,596
|
|
|
—
|
|
Bridford Lakes II
|
Greensboro, NC
|
|
—
|
|
(F)
|
|
—
|
|
|
1,100,564
|
|
|
792,508
|
|
|
—
|
|
|
1,100,564
|
|
|
792,508
|
|
|
1,893,072
|
|
|
—
|
|
|
1,893,072
|
|
|
—
|
|
Brooklyner, The (fka 111 Lawrence)
|
Brooklyn, NY
|
|
G
|
|
2010
|
|
490
|
|
|
40,099,922
|
|
|
221,438,631
|
|
|
1,827,017
|
|
|
40,099,922
|
|
|
223,265,648
|
|
|
263,365,570
|
|
|
(46,337,376
|
)
|
|
217,028,194
|
|
|
—
|
|
C on Pico
|
Los Angeles, CA
|
|
—
|
|
2014
|
|
94
|
|
|
17,125,766
|
|
|
28,074,234
|
|
|
7,841
|
|
|
17,125,766
|
|
|
28,082,075
|
|
|
45,207,841
|
|
|
(978,707
|
)
|
|
44,229,134
|
|
|
—
|
|
Cambridge Park
|
Cambridge, MA
|
|
G
|
|
2002
|
|
312
|
|
|
31,200,000
|
|
|
106,048,587
|
|
|
4,107,045
|
|
|
31,200,000
|
|
|
110,155,632
|
|
|
141,355,632
|
|
|
(19,695,291
|
)
|
|
121,660,341
|
|
|
—
|
|
Carlyle Mill
|
Alexandria, VA
|
|
—
|
|
2002
|
|
317
|
|
|
10,000,000
|
|
|
51,367,913
|
|
|
7,872,672
|
|
|
10,000,000
|
|
|
59,240,585
|
|
|
69,240,585
|
|
|
(28,386,923
|
)
|
|
40,853,662
|
|
|
—
|
|
Cascade
|
Seattle, WA
|
|
G
|
|
(F)
|
|
—
|
|
|
23,751,564
|
|
|
99,710,750
|
|
|
—
|
|
|
23,751,564
|
|
|
99,710,750
|
|
|
123,462,314
|
|
|
—
|
|
|
123,462,314
|
|
|
—
|
|
Centennial (fka Centennial Court & Centennial Tower)
|
Seattle, WA
|
|
G
|
|
1991/2001
|
|
408
|
|
|
9,700,000
|
|
|
70,080,378
|
|
|
10,056,055
|
|
|
9,700,000
|
|
|
80,136,433
|
|
|
89,836,433
|
|
|
(33,705,547
|
)
|
|
56,130,886
|
|
|
—
|
|
Centre Club Combined
|
Ontario, CA
|
|
—
|
|
1994 & 2002
|
|
412
|
|
|
7,436,000
|
|
|
33,014,789
|
|
|
7,413,964
|
|
|
7,436,000
|
|
|
40,428,753
|
|
|
47,864,753
|
|
|
(21,574,006
|
)
|
|
26,290,747
|
|
|
—
|
|
Church Corner
|
Cambridge, MA
|
|
G
|
|
1987
|
|
85
|
|
|
5,220,000
|
|
|
16,744,643
|
|
|
2,266,923
|
|
|
5,220,000
|
|
|
19,011,566
|
|
|
24,231,566
|
|
|
(8,540,355
|
)
|
|
15,691,211
|
|
|
—
|
|
City Gate at Cupertino (fka Cupertino)
|
Cupertino, CA
|
|
—
|
|
1998
|
|
311
|
|
|
40,400,000
|
|
|
95,937,046
|
|
|
5,626,705
|
|
|
40,400,000
|
|
|
101,563,751
|
|
|
141,963,751
|
|
|
(17,548,498
|
)
|
|
124,415,253
|
|
|
—
|
|
City Pointe
|
Fullerton, CA
|
|
G
|
|
2004
|
|
183
|
|
|
6,863,792
|
|
|
36,476,208
|
|
|
857,946
|
|
|
6,863,792
|
|
|
37,334,154
|
|
|
44,197,946
|
|
|
(11,712,818
|
)
|
|
32,485,128
|
|
|
—
|
|
City Square Bellevue (fka Bellevue)
|
Bellevue, WA
|
|
G
|
|
1998
|
|
191
|
|
|
15,100,000
|
|
|
41,876,257
|
|
|
3,126,524
|
|
|
15,100,000
|
|
|
45,002,781
|
|
|
60,102,781
|
|
|
(7,953,824
|
)
|
|
52,148,957
|
|
|
—
|
|
CityView at Longwood
|
Boston, MA
|
|
G
|
|
1970
|
|
295
|
|
|
14,704,898
|
|
|
79,195,102
|
|
|
10,574,412
|
|
|
14,704,898
|
|
|
89,769,514
|
|
|
104,474,412
|
|
|
(25,961,856
|
)
|
|
78,512,556
|
|
|
—
|
|
Clarendon, The
|
Arlington, VA
|
|
G
|
|
2005
|
|
292
|
|
|
30,400,340
|
|
|
103,824,660
|
|
|
2,143,113
|
|
|
30,400,340
|
|
|
105,967,773
|
|
|
136,368,113
|
|
|
(26,624,877
|
)
|
|
109,743,236
|
|
|
—
|
|
Cleo, The
|
Los Angeles, CA
|
|
—
|
|
1989
|
|
92
|
|
|
6,615,467
|
|
|
14,829,335
|
|
|
3,832,717
|
|
|
6,615,467
|
|
|
18,662,052
|
|
|
25,277,519
|
|
|
(8,171,402
|
)
|
|
17,106,117
|
|
|
—
|
|
Connecticut Heights
|
Washington, D.C.
|
|
—
|
|
1974
|
|
518
|
|
|
27,600,000
|
|
|
114,002,295
|
|
|
4,856,602
|
|
|
27,600,000
|
|
|
118,858,897
|
|
|
146,458,897
|
|
|
(20,124,977
|
)
|
|
126,333,920
|
|
|
—
|
|
Corcoran House at DuPont Circle (fka DuPont Circle)
|
Washington, D.C.
|
|
G
|
|
1961
|
|
138
|
|
|
13,500,000
|
|
|
26,913,113
|
|
|
1,796,515
|
|
|
13,500,000
|
|
|
28,709,628
|
|
|
42,209,628
|
|
|
(5,801,661
|
)
|
|
36,407,967
|
|
|
—
|
|
Courthouse Plaza
|
Arlington, VA
|
|
G
|
|
1990
|
|
396
|
|
|
—
|
|
|
87,386,024
|
|
|
4,635,703
|
|
|
—
|
|
|
92,021,727
|
|
|
92,021,727
|
|
|
(17,966,254
|
)
|
|
74,055,473
|
|
|
—
|
|
Creekside (San Mateo)
|
San Mateo, CA
|
|
—
|
|
1985
|
|
192
|
|
|
9,606,600
|
|
|
21,193,231
|
|
|
4,013,129
|
|
|
9,606,600
|
|
|
25,206,360
|
|
|
34,812,960
|
|
|
(15,771,922
|
)
|
|
19,041,038
|
|
|
—
|
|
Cronins Landing
|
Waltham, MA
|
|
G
|
|
1998
|
|
281
|
|
|
32,300,000
|
|
|
85,119,324
|
|
|
3,914,279
|
|
|
32,300,000
|
|
|
89,033,603
|
|
|
121,333,603
|
|
|
(15,979,321
|
)
|
|
105,354,282
|
|
|
—
|
|
Crystal Place
|
Arlington, VA
|
|
—
|
|
1986
|
|
181
|
|
|
17,200,000
|
|
|
47,918,975
|
|
|
3,157,515
|
|
|
17,200,000
|
|
|
51,076,490
|
|
|
68,276,490
|
|
|
(9,260,208
|
)
|
|
59,016,282
|
|
|
—
|
|
Eagle Canyon
|
Chino Hills, CA
|
|
—
|
|
1985
|
|
252
|
|
|
1,808,900
|
|
|
16,274,361
|
|
|
8,800,432
|
|
|
1,808,900
|
|
|
25,074,793
|
|
|
26,883,693
|
|
|
(17,314,590
|
)
|
|
9,569,103
|
|
|
—
|
|
Edgemont at Bethesda Metro
|
Bethesda, MD
|
|
—
|
|
1989
|
|
122
|
|
|
13,092,552
|
|
|
43,907,448
|
|
|
1,125,457
|
|
|
13,092,552
|
|
|
45,032,905
|
|
|
58,125,457
|
|
|
(10,423,583
|
)
|
|
47,701,874
|
|
|
—
|
|
Elevé
|
Glendale, CA
|
|
G
|
|
2013
|
|
208
|
|
|
14,080,560
|
|
|
56,419,440
|
|
|
415,204
|
|
|
14,080,560
|
|
|
56,834,644
|
|
|
70,915,204
|
|
|
(7,584,216
|
)
|
|
63,330,988
|
|
|
—
|
|
Emerson Place
|
Boston, MA
|
|
G
|
|
1962
|
|
444
|
|
|
14,855,000
|
|
|
57,566,636
|
|
|
22,690,975
|
|
|
14,855,000
|
|
|
80,257,611
|
|
|
95,112,611
|
|
|
(52,167,424
|
)
|
|
42,945,187
|
|
|
—
|
|
Encinitas Heights (fka Encinitas)
|
Encinitas, CA
|
|
G
|
|
2002
|
|
120
|
|
|
12,000,000
|
|
|
29,207,497
|
|
|
617,199
|
|
|
12,000,000
|
|
|
29,824,696
|
|
|
41,824,696
|
|
|
(5,889,783
|
)
|
|
35,934,913
|
|
|
—
|
|
Encore at Sherman Oaks, The
|
Sherman Oaks, CA
|
|
—
|
|
1988
|
|
174
|
|
|
8,700,000
|
|
|
25,446,003
|
|
|
1,211,820
|
|
|
8,700,000
|
|
|
26,657,823
|
|
|
35,357,823
|
|
|
(7,869,084
|
)
|
|
27,488,739
|
|
|
—
|
|
Fountains at Emerald Park (fka Emerald Park)
|
Dublin, CA
|
|
—
|
|
2000
|
|
324
|
|
|
25,900,000
|
|
|
83,986,217
|
|
|
927,144
|
|
|
25,900,000
|
|
|
84,913,361
|
|
|
110,813,361
|
|
|
(15,751,998
|
)
|
|
95,061,363
|
|
|
—
|
|
Fremont Center
|
Fremont, CA
|
|
G
|
|
2002
|
|
322
|
|
|
25,800,000
|
|
|
78,753,114
|
|
|
2,733,097
|
|
|
25,800,000
|
|
|
81,486,211
|
|
|
107,286,211
|
|
|
(14,742,488
|
)
|
|
92,543,723
|
|
|
—
|
|
Gallery, The
|
Hermosa Beach, CA
|
|
—
|
|
1971
|
|
169
|
|
|
18,144,000
|
|
|
46,567,941
|
|
|
2,651,435
|
|
|
18,144,000
|
|
|
49,219,376
|
|
|
67,363,376
|
|
|
(19,871,531
|
)
|
|
47,491,845
|
|
|
—
|
|
Garden Garage
|
Boston, MA
|
|
—
|
|
(F)
|
|
—
|
|
|
—
|
|
|
4,917,373
|
|
|
—
|
|
|
—
|
|
|
4,917,373
|
|
|
4,917,373
|
|
|
—
|
|
|
4,917,373
|
|
|
—
|
|
Gateway at Malden Center
|
Malden, MA
|
|
G
|
|
1988
|
|
203
|
|
|
9,209,780
|
|
|
25,722,666
|
|
|
13,834,746
|
|
|
9,209,780
|
|
|
39,557,412
|
|
|
48,767,192
|
|
|
(21,301,983
|
)
|
|
27,465,209
|
|
|
—
|
|
Geary Court Yard
|
San Francisco, CA
|
|
—
|
|
1990
|
|
164
|
|
|
1,722,400
|
|
|
15,471,429
|
|
|
4,477,710
|
|
|
1,722,400
|
|
|
19,949,139
|
|
|
21,671,539
|
|
|
(12,574,169
|
)
|
|
9,097,370
|
|
|
—
|
|
Glen Meadow
|
Franklin, MA
|
|
—
|
|
1971
|
|
288
|
|
|
2,339,331
|
|
|
16,133,588
|
|
|
4,347,422
|
|
|
2,339,331
|
|
|
20,481,010
|
|
|
22,820,341
|
|
|
(12,813,162
|
)
|
|
10,007,179
|
|
|
—
|
|
Hampshire Place
|
Los Angeles, CA
|
|
—
|
|
1989
|
|
259
|
|
|
10,806,000
|
|
|
30,335,330
|
|
|
4,042,761
|
|
|
10,806,000
|
|
|
34,378,091
|
|
|
45,184,091
|
|
|
(15,493,262
|
)
|
|
29,690,829
|
|
|
—
|
|
Harbor Steps
|
Seattle, WA
|
|
G
|
|
2000
|
|
758
|
|
|
59,387,158
|
|
|
158,829,432
|
|
|
20,957,019
|
|
|
59,387,158
|
|
|
179,786,451
|
|
|
239,173,609
|
|
|
(73,216,856
|
)
|
|
165,956,753
|
|
|
—
|
|
Helios (fka 2nd & Pine)
|
Seattle, WA
|
|
G
|
|
(F)
|
|
—
|
|
|
18,061,674
|
|
|
162,443,822
|
|
|
—
|
|
|
18,061,674
|
|
|
162,443,822
|
|
|
180,505,496
|
|
|
—
|
|
|
180,505,496
|
|
|
—
|
|
Heritage at Stone Ridge
|
Burlington, MA
|
|
—
|
|
2005
|
|
180
|
|
|
10,800,000
|
|
|
31,808,335
|
|
|
1,839,852
|
|
|
10,800,000
|
|
|
33,648,187
|
|
|
44,448,187
|
|
|
(14,133,220
|
)
|
|
30,314,967
|
|
|
—
|
|
Heritage Ridge
|
Lynwood, WA
|
|
—
|
|
1999
|
|
197
|
|
|
6,895,000
|
|
|
18,983,597
|
|
|
1,741,466
|
|
|
6,895,000
|
|
|
20,725,063
|
|
|
27,620,063
|
|
|
(9,305,589
|
)
|
|
18,314,474
|
|
|
—
|
|
Hesby
|
North Hollywood, CA
|
|
—
|
|
2013
|
|
308
|
|
|
23,299,892
|
|
|
102,700,108
|
|
|
323,337
|
|
|
23,299,892
|
|
|
103,023,445
|
|
|
126,323,337
|
|
|
(13,208,612
|
)
|
|
113,114,725
|
|
|
—
|
|
Highlands at Cherry Hill
|
Cherry Hills, NJ
|
|
—
|
|
2002
|
|
170
|
|
|
6,800,000
|
|
|
21,459,108
|
|
|
1,219,837
|
|
|
6,800,000
|
|
|
22,678,945
|
|
|
29,478,945
|
|
|
(9,622,596
|
)
|
|
19,856,349
|
|
|
—
|
|
Highlands at South Plainfield
|
South Plainfield, NJ
|
|
—
|
|
2000
|
|
252
|
|
|
10,080,000
|
|
|
37,526,912
|
|
|
1,671,208
|
|
|
10,080,000
|
|
|
39,198,120
|
|
|
49,278,120
|
|
|
(15,870,459
|
)
|
|
33,407,661
|
|
|
—
|
|
Hikari
|
Los Angeles, CA
|
|
G
|
|
2007
|
|
128
|
|
|
9,435,760
|
|
|
32,564,240
|
|
|
623,527
|
|
|
9,435,760
|
|
|
33,187,767
|
|
|
42,623,527
|
|
|
(8,254,511
|
)
|
|
34,369,016
|
|
|
—
|
|
Hudson Crossing
|
New York, NY
|
|
G
|
|
2003
|
|
259
|
|
|
23,420,000
|
|
|
69,977,699
|
|
|
2,182,860
|
|
|
23,420,000
|
|
|
72,160,559
|
|
|
95,580,559
|
|
|
(30,934,660
|
)
|
|
64,645,899
|
|
|
—
|
|
Hudson Crossing II
|
New York, NY
|
|
—
|
|
(F)
|
|
—
|
|
|
10,599,287
|
|
|
3,293,787
|
|
|
—
|
|
|
10,599,287
|
|
|
3,293,787
|
|
|
13,893,074
|
|
|
—
|
|
|
13,893,074
|
|
|
—
|
|
Description
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)
|
|
Gross Amount Carried at Close of Period 12/31/16
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Apartment Name
|
Location
|
|
Retail/Commercial Space
|
|
Date of Construction
|
|
Apartment Units (H)
|
|
Land
|
|
Building & Fixtures
|
|
Building & Fixtures
|
|
Land
|
|
Building & Fixtures (A)
|
|
Total (B)
|
Accumulated Depreciation (C)
|
Investment in Real Estate, Net at 12/31/16
|
|
Encumbrances
|
||||||||||||
Hudson Pointe
|
Jersey City, NJ
|
|
—
|
|
2003
|
|
182
|
|
|
5,350,000
|
|
|
41,114,074
|
|
|
4,844,133
|
|
|
5,350,000
|
|
|
45,958,207
|
|
|
51,308,207
|
|
|
(20,241,451
|
)
|
|
31,066,756
|
|
|
—
|
|
Hunt Club II
|
Charlotte, NC
|
|
—
|
|
(F)
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
Ivory Wood
|
Bothell, WA
|
|
—
|
|
2000
|
|
144
|
|
|
2,732,800
|
|
|
13,888,282
|
|
|
992,859
|
|
|
2,732,800
|
|
|
14,881,141
|
|
|
17,613,941
|
|
|
(6,865,471
|
)
|
|
10,748,470
|
|
|
—
|
|
Jia (fka Chinatown Gateway)
|
Los Angeles, CA
|
|
G
|
|
2014
|
|
280
|
|
|
14,791,831
|
|
|
76,417,368
|
|
|
160,373
|
|
|
14,791,831
|
|
|
76,577,741
|
|
|
91,369,572
|
|
|
(11,450,392
|
)
|
|
79,919,180
|
|
|
—
|
|
Junction 47 (fka West Seattle)
|
Seattle, WA
|
|
G
|
|
2015
|
|
206
|
|
|
11,726,305
|
|
|
55,592,607
|
|
|
10,285
|
|
|
11,726,305
|
|
|
55,602,892
|
|
|
67,329,197
|
|
|
(2,870,469
|
)
|
|
64,458,728
|
|
|
—
|
|
Kelvin, The (fka Modera)
|
Irvine, CA
|
|
—
|
|
2015
|
|
194
|
|
|
15,521,552
|
|
|
64,853,448
|
|
|
140,201
|
|
|
15,521,552
|
|
|
64,993,649
|
|
|
80,515,201
|
|
|
(5,226,037
|
)
|
|
75,289,164
|
|
|
—
|
|
Kendall Square II
|
Cambridge, MA
|
|
—
|
|
(F)
|
|
—
|
|
|
—
|
|
|
2,361,587
|
|
|
—
|
|
|
—
|
|
|
2,361,587
|
|
|
2,361,587
|
|
|
—
|
|
|
2,361,587
|
|
|
—
|
|
Landings at Port Imperial
|
W. New York, NJ
|
|
—
|
|
1999
|
|
276
|
|
|
27,246,045
|
|
|
37,741,050
|
|
|
8,727,114
|
|
|
27,246,045
|
|
|
46,468,164
|
|
|
73,714,209
|
|
|
(27,123,316
|
)
|
|
46,590,893
|
|
|
—
|
|
Lincoln Heights
|
Quincy, MA
|
|
—
|
|
1991
|
|
336
|
|
|
5,928,400
|
|
|
33,595,262
|
|
|
12,900,751
|
|
|
5,928,400
|
|
|
46,496,013
|
|
|
52,424,413
|
|
|
(32,166,271
|
)
|
|
20,258,142
|
|
|
—
|
|
Lindley Apartments
|
Encino, CA
|
|
—
|
|
2004
|
|
129
|
|
|
5,805,000
|
|
|
25,705,000
|
|
|
927,140
|
|
|
5,805,000
|
|
|
26,632,140
|
|
|
32,437,140
|
|
|
(7,515,112
|
)
|
|
24,922,028
|
|
|
—
|
|
Lofts 590
|
Arlington, VA
|
|
—
|
|
2005
|
|
212
|
|
|
20,100,000
|
|
|
67,909,023
|
|
|
593,626
|
|
|
20,100,000
|
|
|
68,502,649
|
|
|
88,602,649
|
|
|
(11,467,543
|
)
|
|
77,135,106
|
|
|
—
|
|
Lofts at Kendall Square (fka Kendall Square)
|
Cambridge, MA
|
|
—
|
|
1998
|
|
186
|
|
|
23,300,000
|
|
|
78,445,657
|
|
|
4,430,000
|
|
|
23,300,000
|
|
|
82,875,657
|
|
|
106,175,657
|
|
|
(14,293,167
|
)
|
|
91,882,490
|
|
|
—
|
|
Longacre House
|
New York, NY
|
|
G
|
|
2000
|
|
293
|
|
|
73,170,045
|
|
|
53,962,510
|
|
|
1,952,072
|
|
|
73,170,045
|
|
|
55,914,582
|
|
|
129,084,627
|
|
|
(20,862,433
|
)
|
|
108,222,194
|
|
|
—
|
|
Longfellow Place
|
Boston, MA
|
|
G
|
|
1975
|
|
710
|
|
|
47,096,917
|
|
|
150,143,916
|
|
|
77,175,848
|
|
|
47,096,917
|
|
|
227,319,764
|
|
|
274,416,681
|
|
|
(140,185,560
|
)
|
|
134,231,121
|
|
|
—
|
|
Mantena
|
New York, NY
|
|
G
|
|
2012
|
|
98
|
|
|
22,346,513
|
|
|
61,501,158
|
|
|
726,983
|
|
|
22,346,513
|
|
|
62,228,141
|
|
|
84,574,654
|
|
|
(11,547,865
|
)
|
|
73,026,789
|
|
|
—
|
|
Marina 41 (fka Marina Del Rey)
|
Marina Del Rey, CA
|
|
—
|
|
1973
|
|
623
|
|
|
—
|
|
|
168,842,442
|
|
|
5,590,178
|
|
|
—
|
|
|
174,432,620
|
|
|
174,432,620
|
|
|
(34,075,934
|
)
|
|
140,356,686
|
|
|
—
|
|
Mariposa at Playa Del Rey (fka Playa Del Rey)
|
Playa Del Rey, CA
|
|
—
|
|
2004
|
|
354
|
|
|
60,900,000
|
|
|
89,311,482
|
|
|
4,874,252
|
|
|
60,900,000
|
|
|
94,185,734
|
|
|
155,085,734
|
|
|
(17,348,528
|
)
|
|
137,737,206
|
|
|
—
|
|
Milano Lofts
|
Los Angeles, CA
|
|
G
|
|
1925/2006
|
|
99
|
|
|
8,125,216
|
|
|
27,378,784
|
|
|
419,390
|
|
|
8,125,216
|
|
|
27,798,174
|
|
|
35,923,390
|
|
|
(5,879,972
|
)
|
|
30,043,418
|
|
|
—
|
|
Mountain View Redevelopment
|
Mountain View, CA
|
|
—
|
|
(F)
|
|
—
|
|
|
—
|
|
|
11,539
|
|
|
—
|
|
|
—
|
|
|
11,539
|
|
|
11,539
|
|
|
—
|
|
|
11,539
|
|
|
—
|
|
Mozaic at Union Station
|
Los Angeles, CA
|
|
—
|
|
2007
|
|
272
|
|
|
8,500,000
|
|
|
52,529,446
|
|
|
1,742,611
|
|
|
8,500,000
|
|
|
54,272,057
|
|
|
62,772,057
|
|
|
(20,324,720
|
)
|
|
42,447,337
|
|
|
—
|
|
Murray Hill Tower (fka Murray Hill)
|
New York, NY
|
|
G
|
|
1974
|
|
270
|
|
|
75,800,000
|
|
|
102,705,401
|
|
|
5,632,060
|
|
|
75,800,000
|
|
|
108,337,461
|
|
|
184,137,461
|
|
|
(21,534,636
|
)
|
|
162,602,825
|
|
|
—
|
|
Northglen
|
Valencia, CA
|
|
—
|
|
1988
|
|
234
|
|
|
9,360,000
|
|
|
20,778,553
|
|
|
3,216,250
|
|
|
9,360,000
|
|
|
23,994,803
|
|
|
33,354,803
|
|
|
(13,232,302
|
)
|
|
20,122,501
|
|
|
—
|
|
Northpark
|
Burlingame, CA
|
|
—
|
|
1972
|
|
510
|
|
|
38,607,000
|
|
|
77,472,217
|
|
|
12,538,178
|
|
|
38,607,000
|
|
|
90,010,395
|
|
|
128,617,395
|
|
|
(29,143,721
|
)
|
|
99,473,674
|
|
|
—
|
|
Northridge
|
Pleasant Hill, CA
|
|
—
|
|
1974
|
|
221
|
|
|
5,524,000
|
|
|
14,691,705
|
|
|
10,511,874
|
|
|
5,524,000
|
|
|
25,203,579
|
|
|
30,727,579
|
|
|
(17,391,149
|
)
|
|
13,336,430
|
|
|
—
|
|
Oak Park Combined
|
Agoura Hills, CA
|
|
—
|
|
1989 & 1990
|
|
444
|
|
|
3,390,700
|
|
|
30,517,274
|
|
|
9,746,651
|
|
|
3,390,700
|
|
|
40,263,925
|
|
|
43,654,625
|
|
|
(28,656,591
|
)
|
|
14,998,034
|
|
|
—
|
|
Oakwood Boston
|
Boston, MA
|
|
G
|
|
1901
|
|
94
|
|
|
22,200,000
|
|
|
28,672,979
|
|
|
1,529,010
|
|
|
22,200,000
|
|
|
30,201,989
|
|
|
52,401,989
|
|
|
(5,884,677
|
)
|
|
46,517,312
|
|
|
—
|
|
Oakwood Crystal City
|
Arlington, VA
|
|
—
|
|
1987
|
|
162
|
|
|
15,400,000
|
|
|
35,474,336
|
|
|
2,425,184
|
|
|
15,400,000
|
|
|
37,899,520
|
|
|
53,299,520
|
|
|
(6,786,525
|
)
|
|
46,512,995
|
|
|
—
|
|
Oakwood Marina Del Rey
|
Marina Del Rey, CA
|
|
—
|
|
1969
|
|
597
|
|
|
—
|
|
|
120,795,359
|
|
|
2,437,138
|
|
|
—
|
|
|
123,232,497
|
|
|
123,232,497
|
|
|
(24,113,286
|
)
|
|
99,119,211
|
|
|
—
|
|
Oaks
|
Santa Clarita, CA
|
|
—
|
|
2000
|
|
520
|
|
|
23,400,000
|
|
|
61,020,438
|
|
|
5,042,217
|
|
|
23,400,000
|
|
|
66,062,655
|
|
|
89,462,655
|
|
|
(31,804,000
|
)
|
|
57,658,655
|
|
|
—
|
|
Ocean Crest
|
Solana Beach, CA
|
|
—
|
|
1986
|
|
146
|
|
|
5,111,200
|
|
|
11,910,438
|
|
|
3,961,557
|
|
|
5,111,200
|
|
|
15,871,995
|
|
|
20,983,195
|
|
|
(9,843,174
|
)
|
|
11,140,021
|
|
|
—
|
|
Odin (fka Tallman)
|
Seattle, WA
|
|
—
|
|
2015
|
|
301
|
|
|
16,807,519
|
|
|
63,703,105
|
|
|
4,853
|
|
|
16,807,519
|
|
|
63,707,958
|
|
|
80,515,477
|
|
|
(3,220,384
|
)
|
|
77,295,093
|
|
|
—
|
|
Old Town Lofts
|
Redmond, WA
|
|
G
|
|
2014
|
|
149
|
|
|
7,740,467
|
|
|
44,146,181
|
|
|
615,810
|
|
|
7,740,467
|
|
|
44,761,991
|
|
|
52,502,458
|
|
|
(3,368,591
|
)
|
|
49,133,867
|
|
|
—
|
|
One Henry Adams
|
San Francisco, CA
|
|
G
|
|
2016
|
|
241
|
|
|
30,224,393
|
|
|
132,422,943
|
|
|
—
|
|
|
30,224,393
|
|
|
132,422,943
|
|
|
162,647,336
|
|
|
—
|
|
|
162,647,336
|
|
|
—
|
|
Pacific Place
|
Los Angeles, CA
|
|
—
|
|
2008
|
|
430
|
|
|
32,250,000
|
|
|
110,750,000
|
|
|
1,114,418
|
|
|
32,250,000
|
|
|
111,864,418
|
|
|
144,114,418
|
|
|
(18,609,682
|
)
|
|
125,504,736
|
|
|
—
|
|
Packard Building
|
Seattle, WA
|
|
G
|
|
2010
|
|
61
|
|
|
5,911,041
|
|
|
19,954,959
|
|
|
25,690
|
|
|
5,911,041
|
|
|
19,980,649
|
|
|
25,891,690
|
|
|
(1,315,590
|
)
|
|
24,576,100
|
|
|
—
|
|
Parc 77
|
New York, NY
|
|
G
|
|
1903
|
|
137
|
|
|
40,504,000
|
|
|
18,025,679
|
|
|
5,639,147
|
|
|
40,504,000
|
|
|
23,664,826
|
|
|
64,168,826
|
|
|
(11,317,834
|
)
|
|
52,850,992
|
|
|
—
|
|
Parc Cameron
|
New York, NY
|
|
G
|
|
1927
|
|
166
|
|
|
37,600,000
|
|
|
9,855,597
|
|
|
6,917,858
|
|
|
37,600,000
|
|
|
16,773,455
|
|
|
54,373,455
|
|
|
(9,519,277
|
)
|
|
44,854,178
|
|
|
—
|
|
Parc Coliseum
|
New York, NY
|
|
G
|
|
1910
|
|
177
|
|
|
52,654,000
|
|
|
23,045,751
|
|
|
8,635,413
|
|
|
52,654,000
|
|
|
31,681,164
|
|
|
84,335,164
|
|
|
(15,575,683
|
)
|
|
68,759,481
|
|
|
—
|
|
Parc East Towers
|
New York, NY
|
|
G
|
|
1977
|
|
324
|
|
|
102,163,000
|
|
|
108,989,402
|
|
|
8,841,139
|
|
|
102,163,000
|
|
|
117,830,541
|
|
|
219,993,541
|
|
|
(44,109,145
|
)
|
|
175,884,396
|
|
|
—
|
|
Parc on Powell (fka Parkside at Emeryville)
|
Emeryville, CA
|
|
G
|
|
2015
|
|
173
|
|
|
16,667,059
|
|
|
67,690,072
|
|
|
48,612
|
|
|
16,667,059
|
|
|
67,738,684
|
|
|
84,405,743
|
|
|
(4,037,098
|
)
|
|
80,368,645
|
|
|
—
|
|
Park at Pentagon Row (fka Pentagon City)
|
Arlington, VA
|
|
G
|
|
1990
|
|
298
|
|
|
28,300,000
|
|
|
78,838,184
|
|
|
1,353,525
|
|
|
28,300,000
|
|
|
80,191,709
|
|
|
108,491,709
|
|
|
(14,341,704
|
)
|
|
94,150,005
|
|
|
—
|
|
Park Connecticut
|
Washington, D.C.
|
|
—
|
|
2000
|
|
142
|
|
|
13,700,000
|
|
|
59,087,519
|
|
|
1,138,671
|
|
|
13,700,000
|
|
|
60,226,190
|
|
|
73,926,190
|
|
|
(10,132,810
|
)
|
|
63,793,380
|
|
|
—
|
|
Park Hacienda (fka Hacienda)
|
Pleasanton, CA
|
|
—
|
|
2000
|
|
540
|
|
|
43,200,000
|
|
|
128,753,359
|
|
|
1,303,861
|
|
|
43,200,000
|
|
|
130,057,220
|
|
|
173,257,220
|
|
|
(24,868,371
|
)
|
|
148,388,849
|
|
|
—
|
|
Park West (CA)
|
Los Angeles, CA
|
|
—
|
|
1987/1990
|
|
444
|
|
|
3,033,500
|
|
|
27,302,383
|
|
|
9,833,303
|
|
|
3,033,500
|
|
|
37,135,686
|
|
|
40,169,186
|
|
|
(26,282,067
|
)
|
|
13,887,119
|
|
|
—
|
|
Parkside
|
Union City, CA
|
|
—
|
|
1979
|
|
208
|
|
|
6,246,700
|
|
|
11,827,453
|
|
|
4,057,554
|
|
|
6,246,700
|
|
|
15,885,007
|
|
|
22,131,707
|
|
|
(11,039,298
|
)
|
|
11,092,409
|
|
|
—
|
|
Pearl, The
|
Seattle, WA
|
|
G
|
|
2008
|
|
80
|
|
|
6,972,585
|
|
|
26,527,415
|
|
|
86,236
|
|
|
6,972,585
|
|
|
26,613,651
|
|
|
33,586,236
|
|
|
(1,802,018
|
)
|
|
31,784,218
|
|
|
—
|
|
Pegasus
|
Los Angeles, CA
|
|
G
|
|
1949/2003
|
|
322
|
|
|
18,094,052
|
|
|
81,905,948
|
|
|
4,353,371
|
|
|
18,094,052
|
|
|
86,259,319
|
|
|
104,353,371
|
|
|
(23,034,817
|
)
|
|
81,318,554
|
|
|
—
|
|
Description
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)
|
|
Gross Amount Carried at Close of Period 12/31/16
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Apartment Name
|
Location
|
|
Retail/Commercial Space
|
|
Date of Construction
|
|
Apartment Units (H)
|
|
Land
|
|
Building & Fixtures
|
|
Building & Fixtures
|
|
Land
|
|
Building & Fixtures (A)
|
|
Total (B)
|
Accumulated Depreciation (C)
|
Investment in Real Estate, Net at 12/31/16
|
|
Encumbrances
|
||||||||||||
Town Square at Mark Center II
|
Alexandria, VA
|
|
—
|
|
2001
|
|
272
|
|
|
15,568,464
|
|
|
55,029,607
|
|
|
2,117,754
|
|
|
15,568,464
|
|
|
57,147,361
|
|
|
72,715,825
|
|
|
(17,050,654
|
)
|
|
55,665,171
|
|
|
—
|
|
Urbana (fka Market Street Landing)
|
Seattle, WA
|
|
G
|
|
2014
|
|
287
|
|
|
12,542,418
|
|
|
75,766,505
|
|
|
283,439
|
|
|
12,542,418
|
|
|
76,049,944
|
|
|
88,592,362
|
|
|
(10,215,162
|
)
|
|
78,377,200
|
|
|
—
|
|
Uwajimaya Village
|
Seattle, WA
|
|
—
|
|
2002
|
|
176
|
|
|
8,800,000
|
|
|
22,188,288
|
|
|
724,720
|
|
|
8,800,000
|
|
|
22,913,008
|
|
|
31,713,008
|
|
|
(10,116,792
|
)
|
|
21,596,216
|
|
|
—
|
|
Vantage Pointe
|
San Diego, CA
|
|
G
|
|
2009
|
|
679
|
|
|
9,403,960
|
|
|
190,596,040
|
|
|
8,156,057
|
|
|
9,403,960
|
|
|
198,752,097
|
|
|
208,156,057
|
|
|
(52,465,809
|
)
|
|
155,690,248
|
|
|
—
|
|
Veloce
|
Redmond, WA
|
|
G
|
|
2009
|
|
322
|
|
|
15,322,724
|
|
|
76,176,594
|
|
|
750,251
|
|
|
15,322,724
|
|
|
76,926,845
|
|
|
92,249,569
|
|
|
(14,412,958
|
)
|
|
77,836,611
|
|
|
—
|
|
Verde Condominium Homes (fka Mission Verde, LLC)
|
San Jose, CA
|
|
—
|
|
1986
|
|
108
|
|
|
5,190,700
|
|
|
9,679,109
|
|
|
4,206,652
|
|
|
5,190,700
|
|
|
13,885,761
|
|
|
19,076,461
|
|
|
(9,342,080
|
)
|
|
9,734,381
|
|
|
—
|
|
Veridian (fka Silver Spring)
|
Silver Spring, MD
|
|
G
|
|
2009
|
|
457
|
|
|
18,539,817
|
|
|
130,407,365
|
|
|
1,921,459
|
|
|
18,539,817
|
|
|
132,328,824
|
|
|
150,868,641
|
|
|
(34,495,297
|
)
|
|
116,373,344
|
|
|
—
|
|
Villa Solana
|
Laguna Hills, CA
|
|
—
|
|
1984
|
|
272
|
|
|
1,665,100
|
|
|
14,985,678
|
|
|
9,397,116
|
|
|
1,665,100
|
|
|
24,382,794
|
|
|
26,047,894
|
|
|
(18,569,428
|
)
|
|
7,478,466
|
|
|
—
|
|
Village at Del Mar Heights, The (fka Del Mar Heights)
|
San Diego, CA
|
|
—
|
|
1986
|
|
168
|
|
|
15,100,000
|
|
|
40,859,396
|
|
|
814,553
|
|
|
15,100,000
|
|
|
41,673,949
|
|
|
56,773,949
|
|
|
(7,931,652
|
)
|
|
48,842,297
|
|
|
—
|
|
Virginia Square
|
Arlington, VA
|
|
G
|
|
2002
|
|
231
|
|
|
—
|
|
|
85,940,003
|
|
|
2,598,732
|
|
|
—
|
|
|
88,538,735
|
|
|
88,538,735
|
|
|
(15,463,270
|
)
|
|
73,075,465
|
|
|
—
|
|
Vista 99 (fka Tasman)
|
San Jose, CA
|
|
—
|
|
2016
|
|
554
|
|
|
27,709,329
|
|
|
175,174,600
|
|
|
15,853
|
|
|
27,709,329
|
|
|
175,190,453
|
|
|
202,899,782
|
|
|
(5,630,074
|
)
|
|
197,269,708
|
|
|
—
|
|
Vista Del Lago
|
Mission Viejo, CA
|
|
—
|
|
1986-1988
|
|
608
|
|
|
4,525,800
|
|
|
40,736,293
|
|
|
16,333,057
|
|
|
4,525,800
|
|
|
57,069,350
|
|
|
61,595,150
|
|
|
(43,829,076
|
)
|
|
17,766,074
|
|
|
—
|
|
Vista on Courthouse
|
Arlington, VA
|
|
—
|
|
2008
|
|
220
|
|
|
15,550,260
|
|
|
69,449,740
|
|
|
1,412,841
|
|
|
15,550,260
|
|
|
70,862,581
|
|
|
86,412,841
|
|
|
(21,083,205
|
)
|
|
65,329,636
|
|
|
—
|
|
Walden Park
|
Cambridge, MA
|
|
—
|
|
1966
|
|
232
|
|
|
12,448,888
|
|
|
52,044,448
|
|
|
4,033,426
|
|
|
12,448,888
|
|
|
56,077,874
|
|
|
68,526,762
|
|
|
(15,551,486
|
)
|
|
52,975,276
|
|
|
—
|
|
Water Park Towers
|
Arlington, VA
|
|
—
|
|
1989
|
|
362
|
|
|
34,400,000
|
|
|
108,485,859
|
|
|
6,380,938
|
|
|
34,400,000
|
|
|
114,866,797
|
|
|
149,266,797
|
|
|
(20,648,479
|
)
|
|
128,618,318
|
|
|
—
|
|
Watertown Square
|
Watertown, MA
|
|
G
|
|
2005
|
|
134
|
|
|
16,800,000
|
|
|
34,074,056
|
|
|
1,145,350
|
|
|
16,800,000
|
|
|
35,219,406
|
|
|
52,019,406
|
|
|
(6,303,140
|
)
|
|
45,716,266
|
|
|
—
|
|
West 96th
|
New York, NY
|
|
G
|
|
1987
|
|
207
|
|
|
84,800,000
|
|
|
67,055,502
|
|
|
4,128,963
|
|
|
84,800,000
|
|
|
71,184,465
|
|
|
155,984,465
|
|
|
(15,247,357
|
)
|
|
140,737,108
|
|
|
—
|
|
West End Apartments (fka Emerson Place/CRP II)
|
Boston, MA
|
|
G
|
|
2008
|
|
310
|
|
|
469,546
|
|
|
163,123,022
|
|
|
2,430,837
|
|
|
469,546
|
|
|
165,553,859
|
|
|
166,023,405
|
|
|
(50,041,771
|
)
|
|
115,981,634
|
|
|
—
|
|
Westchester at Rockville
|
Rockville, MD
|
|
—
|
|
2009
|
|
192
|
|
|
10,600,000
|
|
|
44,135,207
|
|
|
467,221
|
|
|
10,600,000
|
|
|
44,602,428
|
|
|
55,202,428
|
|
|
(8,102,186
|
)
|
|
47,100,242
|
|
|
—
|
|
Westmont
|
New York, NY
|
|
G
|
|
1986
|
|
163
|
|
|
64,900,000
|
|
|
61,143,259
|
|
|
2,222,721
|
|
|
64,900,000
|
|
|
63,365,980
|
|
|
128,265,980
|
|
|
(12,146,404
|
)
|
|
116,119,576
|
|
|
—
|
|
Westside
|
Los Angeles, CA
|
|
—
|
|
2004
|
|
204
|
|
|
34,200,000
|
|
|
56,962,630
|
|
|
2,395,974
|
|
|
34,200,000
|
|
|
59,358,604
|
|
|
93,558,604
|
|
|
(10,435,607
|
)
|
|
83,122,997
|
|
|
—
|
|
Westside Barrington (fka Westside Villas III)
|
Los Angeles, CA
|
|
—
|
|
1999
|
|
36
|
|
|
3,060,000
|
|
|
5,538,871
|
|
|
839,038
|
|
|
3,060,000
|
|
|
6,377,909
|
|
|
9,437,909
|
|
|
(3,354,957
|
)
|
|
6,082,952
|
|
|
—
|
|
Westside Barry (Westside Villas VI)
|
Los Angeles, CA
|
|
—
|
|
1989
|
|
18
|
|
|
1,530,000
|
|
|
3,023,523
|
|
|
547,484
|
|
|
1,530,000
|
|
|
3,571,007
|
|
|
5,101,007
|
|
|
(1,914,301
|
)
|
|
3,186,706
|
|
|
—
|
|
Westside Beloit (fka Westside Villas I)
|
Los Angeles, CA
|
|
—
|
|
1999
|
|
21
|
|
|
1,785,000
|
|
|
3,233,254
|
|
|
589,475
|
|
|
1,785,000
|
|
|
3,822,729
|
|
|
5,607,729
|
|
|
(2,090,807
|
)
|
|
3,516,922
|
|
|
—
|
|
Westside Bundy (fka Westside Villas II)
|
Los Angeles, CA
|
|
—
|
|
1999
|
|
23
|
|
|
1,955,000
|
|
|
3,541,435
|
|
|
542,370
|
|
|
1,955,000
|
|
|
4,083,805
|
|
|
6,038,805
|
|
|
(2,154,240
|
)
|
|
3,884,565
|
|
|
—
|
|
Westside Butler (fka Westside Villas IV)
|
Los Angeles, CA
|
|
—
|
|
1999
|
|
36
|
|
|
3,060,000
|
|
|
5,539,390
|
|
|
838,212
|
|
|
3,060,000
|
|
|
6,377,602
|
|
|
9,437,602
|
|
|
(3,356,464
|
)
|
|
6,081,138
|
|
|
—
|
|
Westside Villas (fka Westside Villas V &VII)
|
Los Angeles, CA
|
|
—
|
|
1999 & 2001
|
|
113
|
|
|
9,605,000
|
|
|
19,983,385
|
|
|
2,301,916
|
|
|
9,605,000
|
|
|
22,285,301
|
|
|
31,890,301
|
|
|
(11,417,791
|
)
|
|
20,472,510
|
|
|
—
|
|
Windridge (CA)
|
Laguna Niguel, CA
|
|
—
|
|
1989
|
|
344
|
|
|
2,662,900
|
|
|
23,985,497
|
|
|
9,609,243
|
|
|
2,662,900
|
|
|
33,594,740
|
|
|
36,257,640
|
|
|
(24,492,262
|
)
|
|
11,765,378
|
|
|
—
|
|
Wood Creek I
|
Pleasant Hill, CA
|
|
—
|
|
1987
|
|
256
|
|
|
9,729,900
|
|
|
23,009,768
|
|
|
6,948,103
|
|
|
9,729,900
|
|
|
29,957,871
|
|
|
39,687,771
|
|
|
(20,466,696
|
)
|
|
19,221,075
|
|
|
—
|
|
Management Business
|
Chicago, IL
|
|
—
|
|
(D)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,281,527
|
|
|
—
|
|
|
110,281,527
|
|
|
110,281,527
|
|
|
(86,786,203
|
)
|
|
23,495,324
|
|
|
—
|
|
Operating Partnership
|
Chicago, IL
|
|
—
|
|
(F)
|
|
—
|
|
|
—
|
|
|
25,724
|
|
|
—
|
|
|
—
|
|
|
25,724
|
|
|
25,724
|
|
|
—
|
|
|
25,724
|
|
|
—
|
|
Other
|
N/A
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,888
|
|
|
—
|
|
|
51,888
|
|
|
51,888
|
|
|
(3,279
|
)
|
|
48,609
|
|
|
—
|
|
Wholly Owned Unencumbered
|
|
|
|
|
|
|
52,102
|
|
|
4,477,036,244
|
|
|
13,029,648,911
|
|
|
941,634,623
|
|
|
4,477,036,244
|
|
|
13,971,283,534
|
|
|
18,448,319,778
|
|
|
(3,651,990,171
|
)
|
|
14,796,329,607
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly Owned Encumbered:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 West End
|
New York, NY
|
|
G
|
|
2000
|
|
506
|
|
|
190,600,000
|
|
|
131,374,708
|
|
|
3,789,525
|
|
|
190,600,000
|
|
|
135,164,233
|
|
|
325,764,233
|
|
|
(29,116,644
|
)
|
|
296,647,589
|
|
|
105,541,770
|
|
1401 Joyce on Pentagon Row
|
Arlington, VA
|
|
—
|
|
2004
|
|
326
|
|
|
9,780,000
|
|
|
89,668,165
|
|
|
4,067,409
|
|
|
9,780,000
|
|
|
93,735,574
|
|
|
103,515,574
|
|
|
(28,321,732
|
)
|
|
75,193,842
|
|
|
57,324,952
|
|
2501 Porter
|
Washington, D.C.
|
|
—
|
|
1988
|
|
202
|
|
|
13,000,000
|
|
|
75,271,179
|
|
|
2,836,196
|
|
|
13,000,000
|
|
|
78,107,375
|
|
|
91,107,375
|
|
|
(13,691,308
|
)
|
|
77,416,067
|
|
|
(K)
|
|
300 East 39th (fka East 39th)
|
New York, NY
|
|
G
|
|
2001
|
|
254
|
|
|
48,900,000
|
|
|
96,174,639
|
|
|
2,284,116
|
|
|
48,900,000
|
|
|
98,458,755
|
|
|
147,358,755
|
|
|
(18,157,350
|
)
|
|
129,201,405
|
|
|
59,763,098
|
|
303 East 83rd (fka Camargue)
|
New York, NY
|
|
G
|
|
1976
|
|
261
|
|
|
79,400,000
|
|
|
79,122,624
|
|
|
2,200,064
|
|
|
79,400,000
|
|
|
81,322,688
|
|
|
160,722,688
|
|
|
(16,079,870
|
)
|
|
144,642,818
|
|
|
(K)
|
|
425 Broadway
|
Santa Monica, CA
|
|
G
|
|
2001
|
|
101
|
|
|
12,600,000
|
|
|
34,394,772
|
|
|
2,855,350
|
|
|
12,600,000
|
|
|
37,250,122
|
|
|
49,850,122
|
|
|
(6,449,425
|
)
|
|
43,400,697
|
|
|
(K)
|
|
4701 Willard
|
Chevy Chase, MD
|
|
G
|
|
1966
|
|
517
|
|
|
76,921,130
|
|
|
153,947,682
|
|
|
29,256,068
|
|
|
76,921,130
|
|
|
183,203,750
|
|
|
260,124,880
|
|
|
(41,887,641
|
)
|
|
218,237,239
|
|
|
92,377,799
|
|
55 West Fifth I & II (fka Townhouse Plaza and Gardens)
|
San Mateo, CA
|
|
—
|
|
1964/1972
|
|
241
|
|
|
21,041,710
|
|
|
71,931,323
|
|
|
11,437,590
|
|
|
21,041,710
|
|
|
83,368,913
|
|
|
104,410,623
|
|
|
(17,523,868
|
)
|
|
86,886,755
|
|
|
27,229,091
|
|
800 Sixth Ave (fka Chelsea)
|
New York, NY
|
|
G
|
|
2003
|
|
266
|
|
|
59,900,000
|
|
|
155,861,605
|
|
|
1,300,274
|
|
|
59,900,000
|
|
|
157,161,879
|
|
|
217,061,879
|
|
|
(27,296,410
|
)
|
|
189,765,469
|
|
|
76,708,911
|
|
929 Mass (fka 929 House)
|
Cambridge, MA
|
|
G
|
|
1975
|
|
127
|
|
|
3,252,993
|
|
|
21,745,595
|
|
|
6,246,692
|
|
|
3,252,993
|
|
|
27,992,287
|
|
|
31,245,280
|
|
|
(16,141,485
|
)
|
|
15,103,795
|
|
|
1,007,468
|
|
Academy Village
|
North Hollywood, CA
|
|
—
|
|
1989
|
|
248
|
|
|
25,000,000
|
|
|
23,593,194
|
|
|
8,049,828
|
|
|
25,000,000
|
|
|
31,643,022
|
|
|
56,643,022
|
|
|
(16,858,183
|
)
|
|
39,784,839
|
|
|
19,946,425
|
|
Acappella
|
Pasadena, CA
|
|
—
|
|
2002
|
|
143
|
|
|
5,839,548
|
|
|
29,360,452
|
|
|
1,816,839
|
|
|
5,839,548
|
|
|
31,177,291
|
|
|
37,016,839
|
|
|
(8,938,860
|
)
|
|
28,077,979
|
|
|
19,213,624
|
|
Description
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)
|
|
Gross Amount Carried at Close of Period 12/31/16
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Apartment Name
|
Location
|
|
Retail/Commercial Space
|
|
Date of Construction
|
|
Apartment Units (H)
|
|
Land
|
|
Building & Fixtures
|
|
Building & Fixtures
|
|
Land
|
|
Building & Fixtures (A)
|
|
Total (B)
|
Accumulated Depreciation (C)
|
Investment in Real Estate, Net at 12/31/16
|
|
Encumbrances
|
||||||||||||
Alborada
|
Fremont, CA
|
|
—
|
|
1999
|
|
442
|
|
|
24,310,000
|
|
|
59,214,129
|
|
|
7,336,822
|
|
|
24,310,000
|
|
|
66,550,951
|
|
|
90,860,951
|
|
|
(36,408,710
|
)
|
|
54,452,241
|
|
|
(I)
|
|
Alcyone
|
Seattle, WA
|
|
G
|
|
2004
|
|
161
|
|
|
11,379,497
|
|
|
49,360,503
|
|
|
560,007
|
|
|
11,379,497
|
|
|
49,920,510
|
|
|
61,300,007
|
|
|
(5,595,873
|
)
|
|
55,704,134
|
|
|
28,675,325
|
|
Arches, The
|
Sunnyvale, CA
|
|
—
|
|
1974
|
|
410
|
|
|
26,650,000
|
|
|
62,850,000
|
|
|
1,319,564
|
|
|
26,650,000
|
|
|
64,169,564
|
|
|
90,819,564
|
|
|
(18,676,294
|
)
|
|
72,143,270
|
|
|
(J)
|
|
Artisan Square
|
Northridge, CA
|
|
—
|
|
2002
|
|
140
|
|
|
7,000,000
|
|
|
20,537,359
|
|
|
1,314,168
|
|
|
7,000,000
|
|
|
21,851,527
|
|
|
28,851,527
|
|
|
(10,748,443
|
)
|
|
18,103,084
|
|
|
22,749,081
|
|
Avanti
|
Anaheim, CA
|
|
—
|
|
1987
|
|
162
|
|
|
12,960,000
|
|
|
18,497,682
|
|
|
2,706,778
|
|
|
12,960,000
|
|
|
21,204,460
|
|
|
34,164,460
|
|
|
(8,619,700
|
)
|
|
25,544,760
|
|
|
25,005,850
|
|
Avenir Apartments
|
Boston, MA
|
|
G
|
|
2009
|
|
241
|
|
|
—
|
|
|
114,321,618
|
|
|
1,416,319
|
|
|
—
|
|
|
115,737,937
|
|
|
115,737,937
|
|
|
(20,055,604
|
)
|
|
95,682,333
|
|
|
90,544,765
|
|
Bella Vista I, II, III Combined
|
Woodland Hills, CA
|
|
—
|
|
2003-2007
|
|
579
|
|
|
31,682,754
|
|
|
121,095,786
|
|
|
4,165,480
|
|
|
31,682,754
|
|
|
125,261,266
|
|
|
156,944,020
|
|
|
(49,400,072
|
)
|
|
107,543,948
|
|
|
57,848,455
|
|
Berkeleyan
|
Berkeley, CA
|
|
G
|
|
1998
|
|
56
|
|
|
4,377,000
|
|
|
16,022,110
|
|
|
360,831
|
|
|
4,377,000
|
|
|
16,382,941
|
|
|
20,759,941
|
|
|
(6,147,451
|
)
|
|
14,612,490
|
|
|
8,188,077
|
|
Calvert Woodley
|
Washington, D.C.
|
|
—
|
|
1962
|
|
136
|
|
|
12,600,000
|
|
|
43,527,379
|
|
|
1,869,918
|
|
|
12,600,000
|
|
|
45,397,297
|
|
|
57,997,297
|
|
|
(8,314,350
|
)
|
|
49,682,947
|
|
|
(K)
|
|
Carmel Terrace
|
San Diego, CA
|
|
—
|
|
1988-1989
|
|
384
|
|
|
2,288,300
|
|
|
20,596,281
|
|
|
11,662,759
|
|
|
2,288,300
|
|
|
32,259,040
|
|
|
34,547,340
|
|
|
(25,490,481
|
)
|
|
9,056,859
|
|
|
(J)
|
|
Chelsea Square
|
Redmond, WA
|
|
—
|
|
1991
|
|
113
|
|
|
3,397,100
|
|
|
9,289,074
|
|
|
2,167,212
|
|
|
3,397,100
|
|
|
11,456,286
|
|
|
14,853,386
|
|
|
(7,244,601
|
)
|
|
7,608,785
|
|
|
9,205,288
|
|
Citrus Suites
|
Santa Monica, CA
|
|
—
|
|
1978
|
|
70
|
|
|
9,000,000
|
|
|
16,950,326
|
|
|
1,623,844
|
|
|
9,000,000
|
|
|
18,574,170
|
|
|
27,574,170
|
|
|
(3,264,484
|
)
|
|
24,309,686
|
|
|
(K)
|
|
Cleveland House
|
Washington, D.C.
|
|
—
|
|
1953
|
|
214
|
|
|
18,300,000
|
|
|
66,392,414
|
|
|
3,359,210
|
|
|
18,300,000
|
|
|
69,751,624
|
|
|
88,051,624
|
|
|
(12,463,465
|
)
|
|
75,588,159
|
|
|
(K)
|
|
Columbia Crossing
|
Arlington, VA
|
|
—
|
|
1991
|
|
247
|
|
|
23,500,000
|
|
|
53,045,073
|
|
|
2,467,048
|
|
|
23,500,000
|
|
|
55,512,121
|
|
|
79,012,121
|
|
|
(10,603,755
|
)
|
|
68,408,366
|
|
|
(K)
|
|
Deerwood (SD)
|
San Diego, CA
|
|
—
|
|
1990
|
|
316
|
|
|
2,082,095
|
|
|
18,739,815
|
|
|
14,552,126
|
|
|
2,082,095
|
|
|
33,291,941
|
|
|
35,374,036
|
|
|
(26,781,646
|
)
|
|
8,592,390
|
|
|
(J)
|
|
Del Mar Ridge
|
San Diego, CA
|
|
—
|
|
1998
|
|
181
|
|
|
7,801,824
|
|
|
36,948,176
|
|
|
3,554,417
|
|
|
7,801,824
|
|
|
40,502,593
|
|
|
48,304,417
|
|
|
(13,227,515
|
)
|
|
35,076,902
|
|
|
39,472,029
|
|
Estancia at Santa Clara (fka Santa Clara)
|
Santa Clara, CA
|
|
—
|
|
2000
|
|
450
|
|
|
—
|
|
|
123,759,804
|
|
|
907,589
|
|
|
—
|
|
|
124,667,393
|
|
|
124,667,393
|
|
|
(22,844,872
|
)
|
|
101,822,521
|
|
|
(K)
|
|
Fairchase
|
Fairfax, VA
|
|
—
|
|
2007
|
|
392
|
|
|
23,500,000
|
|
|
87,722,321
|
|
|
791,751
|
|
|
23,500,000
|
|
|
88,514,072
|
|
|
112,014,072
|
|
|
(15,478,802
|
)
|
|
96,535,270
|
|
|
(K)
|
|
Fairfield
|
Stamford, CT
|
|
G
|
|
1996
|
|
263
|
|
|
6,510,200
|
|
|
39,690,120
|
|
|
7,374,368
|
|
|
6,510,200
|
|
|
47,064,488
|
|
|
53,574,688
|
|
|
(30,942,121
|
)
|
|
22,632,567
|
|
|
31,281,223
|
|
Fine Arts Building
|
Berkeley, CA
|
|
G
|
|
2004
|
|
100
|
|
|
7,817,000
|
|
|
26,462,772
|
|
|
335,849
|
|
|
7,817,000
|
|
|
26,798,621
|
|
|
34,615,621
|
|
|
(9,960,485
|
)
|
|
24,655,136
|
|
|
16,055,441
|
|
Flats at DuPont Circle
|
Washington, D.C.
|
|
—
|
|
1967
|
|
306
|
|
|
35,200,000
|
|
|
108,768,198
|
|
|
891,807
|
|
|
35,200,000
|
|
|
109,660,005
|
|
|
144,860,005
|
|
|
(18,523,867
|
)
|
|
126,336,138
|
|
|
(K)
|
|
Gaia Building
|
Berkeley, CA
|
|
G
|
|
2000
|
|
91
|
|
|
7,113,000
|
|
|
25,623,826
|
|
|
253,313
|
|
|
7,113,000
|
|
|
25,877,139
|
|
|
32,990,139
|
|
|
(9,605,521
|
)
|
|
23,384,618
|
|
|
14,492,793
|
|
Gaithersburg Station
|
Gaithersburg, MD
|
|
G
|
|
2013
|
|
389
|
|
|
17,500,000
|
|
|
74,678,917
|
|
|
580,456
|
|
|
17,500,000
|
|
|
75,259,373
|
|
|
92,759,373
|
|
|
(12,410,304
|
)
|
|
80,349,069
|
|
|
96,542,458
|
|
Glo
|
Los Angeles, CA
|
|
G
|
|
2008
|
|
201
|
|
|
16,047,022
|
|
|
48,650,963
|
|
|
1,928,600
|
|
|
16,047,022
|
|
|
50,579,563
|
|
|
66,626,585
|
|
|
(12,285,651
|
)
|
|
54,340,934
|
|
|
31,863,038
|
|
Hathaway
|
Long Beach, CA
|
|
—
|
|
1987
|
|
385
|
|
|
2,512,500
|
|
|
22,611,912
|
|
|
8,822,118
|
|
|
2,512,500
|
|
|
31,434,030
|
|
|
33,946,530
|
|
|
(23,107,759
|
)
|
|
10,838,771
|
|
|
46,464,853
|
|
Heights on Capitol Hill
|
Seattle, WA
|
|
G
|
|
2006
|
|
104
|
|
|
5,425,000
|
|
|
21,138,028
|
|
|
561,221
|
|
|
5,425,000
|
|
|
21,699,249
|
|
|
27,124,249
|
|
|
(8,325,174
|
)
|
|
18,799,075
|
|
|
25,879,145
|
|
Kelvin Court (fka Alta Pacific)
|
Irvine, CA
|
|
—
|
|
2008
|
|
132
|
|
|
10,752,145
|
|
|
34,628,115
|
|
|
487,960
|
|
|
10,752,145
|
|
|
35,116,075
|
|
|
45,868,220
|
|
|
(10,739,451
|
)
|
|
35,128,769
|
|
|
26,218,004
|
|
Kenwood Mews
|
Burbank, CA
|
|
—
|
|
1991
|
|
141
|
|
|
14,100,000
|
|
|
24,662,883
|
|
|
3,432,035
|
|
|
14,100,000
|
|
|
28,094,918
|
|
|
42,194,918
|
|
|
(11,624,548
|
)
|
|
30,570,370
|
|
|
(J)
|
|
La Terrazza at Colma Station
|
Colma, CA
|
|
G
|
|
2005
|
|
153
|
|
|
—
|
|
|
41,251,044
|
|
|
759,840
|
|
|
—
|
|
|
42,010,884
|
|
|
42,010,884
|
|
|
(15,478,760
|
)
|
|
26,532,124
|
|
|
24,976,920
|
|
Laguna Clara
|
Santa Clara, CA
|
|
—
|
|
1972
|
|
264
|
|
|
13,642,420
|
|
|
29,707,475
|
|
|
4,774,728
|
|
|
13,642,420
|
|
|
34,482,203
|
|
|
48,124,623
|
|
|
(17,151,836
|
)
|
|
30,972,787
|
|
|
(J)
|
|
Liberty Park
|
Braintree, MA
|
|
—
|
|
2000
|
|
202
|
|
|
5,977,504
|
|
|
26,749,111
|
|
|
5,895,100
|
|
|
5,977,504
|
|
|
32,644,211
|
|
|
38,621,715
|
|
|
(15,657,977
|
)
|
|
22,963,738
|
|
|
24,947,516
|
|
Liberty Tower
|
Arlington, VA
|
|
G
|
|
2008
|
|
235
|
|
|
16,382,822
|
|
|
83,817,078
|
|
|
1,647,551
|
|
|
16,382,822
|
|
|
85,464,629
|
|
|
101,847,451
|
|
|
(23,410,128
|
)
|
|
78,437,323
|
|
|
44,696,782
|
|
Longview Place
|
Waltham, MA
|
|
—
|
|
2004
|
|
348
|
|
|
20,880,000
|
|
|
90,255,509
|
|
|
4,693,142
|
|
|
20,880,000
|
|
|
94,948,651
|
|
|
115,828,651
|
|
|
(38,397,081
|
)
|
|
77,431,570
|
|
|
70,777,791
|
|
Market Street Village
|
San Diego, CA
|
|
—
|
|
2006
|
|
229
|
|
|
13,740,000
|
|
|
40,757,301
|
|
|
1,957,762
|
|
|
13,740,000
|
|
|
42,715,063
|
|
|
56,455,063
|
|
|
(16,545,350
|
)
|
|
39,909,713
|
|
|
(J)
|
|
Metro on First
|
Seattle, WA
|
|
G
|
|
2002
|
|
102
|
|
|
8,540,000
|
|
|
12,209,981
|
|
|
1,040,629
|
|
|
8,540,000
|
|
|
13,250,610
|
|
|
21,790,610
|
|
|
(5,406,375
|
)
|
|
16,384,235
|
|
|
22,622,379
|
|
Mill Creek
|
Milpitas, CA
|
|
—
|
|
1991
|
|
516
|
|
|
12,858,693
|
|
|
57,168,503
|
|
|
9,258,516
|
|
|
12,858,693
|
|
|
66,427,019
|
|
|
79,285,712
|
|
|
(30,949,901
|
)
|
|
48,335,811
|
|
|
69,242,252
|
|
Moda
|
Seattle, WA
|
|
G
|
|
2009
|
|
251
|
|
|
12,649,228
|
|
|
36,842,012
|
|
|
875,933
|
|
|
12,649,228
|
|
|
37,717,945
|
|
|
50,367,173
|
|
|
(11,291,703
|
)
|
|
39,075,470
|
|
|
(L)
|
|
Montierra (CA)
|
San Diego, CA
|
|
—
|
|
1990
|
|
272
|
|
|
8,160,000
|
|
|
29,360,938
|
|
|
7,732,818
|
|
|
8,160,000
|
|
|
37,093,756
|
|
|
45,253,756
|
|
|
(22,969,702
|
)
|
|
22,284,054
|
|
|
(J)
|
|
Mosaic at Metro
|
Hyattsville, MD
|
|
—
|
|
2008
|
|
260
|
|
|
—
|
|
|
59,580,898
|
|
|
813,248
|
|
|
—
|
|
|
60,394,146
|
|
|
60,394,146
|
|
|
(17,426,612
|
)
|
|
42,967,534
|
|
|
42,327,373
|
|
North Pier at Harborside
|
Jersey City, NJ
|
|
—
|
|
2003
|
|
297
|
|
|
4,000,159
|
|
|
94,290,590
|
|
|
3,486,749
|
|
|
4,000,159
|
|
|
97,777,339
|
|
|
101,777,498
|
|
|
(42,656,500
|
)
|
|
59,120,998
|
|
|
(I)
|
|
Olympus Towers
|
Seattle, WA
|
|
G
|
|
2000
|
|
328
|
|
|
14,752,034
|
|
|
73,335,425
|
|
|
8,245,007
|
|
|
14,752,034
|
|
|
81,580,432
|
|
|
96,332,466
|
|
|
(36,690,596
|
)
|
|
59,641,870
|
|
|
49,754,197
|
|
Park Place at San Mateo (fka San Mateo)
|
San Mateo, CA
|
|
G
|
|
2001
|
|
575
|
|
|
71,900,000
|
|
|
211,907,141
|
|
|
9,695,764
|
|
|
71,900,000
|
|
|
221,602,905
|
|
|
293,502,905
|
|
|
(39,044,321
|
)
|
|
254,458,584
|
|
|
(K)
|
|
Providence
|
Bothell, WA
|
|
—
|
|
2000
|
|
200
|
|
|
3,573,621
|
|
|
19,055,505
|
|
|
1,328,617
|
|
|
3,573,621
|
|
|
20,384,122
|
|
|
23,957,743
|
|
|
(9,481,448
|
)
|
|
14,476,295
|
|
|
(I)
|
|
Reserve at Clarendon Centre, The
|
Arlington, VA
|
|
G
|
|
2003
|
|
252
|
|
|
10,500,000
|
|
|
52,812,935
|
|
|
4,133,203
|
|
|
10,500,000
|
|
|
56,946,138
|
|
|
67,446,138
|
|
|
(26,559,665
|
)
|
|
40,886,473
|
|
|
(J)
|
|
Reserve at Eisenhower, The
|
Alexandria, VA
|
|
—
|
|
2002
|
|
226
|
|
|
6,500,000
|
|
|
34,585,060
|
|
|
2,771,158
|
|
|
6,500,000
|
|
|
37,356,218
|
|
|
43,856,218
|
|
|
(17,817,428
|
)
|
|
26,038,790
|
|
|
(J)
|
|
Reserve at Empire Lakes
|
Rancho Cucamonga, CA
|
|
—
|
|
2005
|
|
467
|
|
|
16,345,000
|
|
|
73,080,670
|
|
|
2,674,707
|
|
|
16,345,000
|
|
|
75,755,377
|
|
|
92,100,377
|
|
|
(31,075,305
|
)
|
|
61,025,072
|
|
|
(I)
|
|
Reserve at Fairfax Corner
|
Fairfax, VA
|
|
—
|
|
2001
|
|
652
|
|
|
15,804,057
|
|
|
63,129,051
|
|
|
10,544,380
|
|
|
15,804,057
|
|
|
73,673,431
|
|
|
89,477,488
|
|
|
(35,713,995
|
)
|
|
53,763,493
|
|
|
84,636,440
|
|
Rianna II
|
Seattle, WA
|
|
G
|
|
2002
|
|
78
|
|
|
2,161,840
|
|
|
14,433,614
|
|
|
335,207
|
|
|
2,161,840
|
|
|
14,768,821
|
|
|
16,930,661
|
|
|
(4,665,753
|
)
|
|
12,264,908
|
|
|
9,179,918
|
|
Siena Terrace
|
Lake Forest, CA
|
|
—
|
|
1988
|
|
356
|
|
|
8,900,000
|
|
|
24,083,024
|
|
|
6,960,564
|
|
|
8,900,000
|
|
|
31,043,588
|
|
|
39,943,588
|
|
|
(18,827,023
|
)
|
|
21,116,565
|
|
|
64,374,172
|
|
Skyview
|
Rancho Santa Margarita, CA
|
|
—
|
|
1999
|
|
260
|
|
|
3,380,000
|
|
|
21,952,863
|
|
|
5,142,411
|
|
|
3,380,000
|
|
|
27,095,274
|
|
|
30,475,274
|
|
|
(15,457,341
|
)
|
|
15,017,933
|
|
|
47,170,890
|
|
Description
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized Subsequent to Acquisition(Improvements, net) (E)
|
|
Gross Amount Carried at Close of Period 12/31/16
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Apartment Name
|
Location
|
|
Retail/Commercial Space
|
|
Date of Construction
|
|
Apartment Units (H)
|
|
Land
|
|
Building & Fixtures
|
|
Building & Fixtures
|
|
Land
|
|
Building & Fixtures (A)
|
|
Total (B)
|
Accumulated Depreciation (C)
|
Investment in Real Estate, Net at 12/31/16
|
|
Encumbrances
|
|||||||||||||||||||||
SoMa Square Apartments (fka South Market)
|
San Francisco, CA
|
|
G
|
|
1986
|
|
410
|
|
|
79,900,000
|
|
|
177,316,977
|
|
|
5,784,763
|
|
|
79,900,000
|
|
|
183,101,740
|
|
|
263,001,740
|
|
|
(31,584,442
|
)
|
|
231,417,298
|
|
|
(K)
|
|
|||||||||
Square One
|
Seattle, WA
|
|
—
|
|
2014
|
|
112
|
|
|
7,222,544
|
|
|
26,277,456
|
|
|
18,949
|
|
|
7,222,544
|
|
|
26,296,405
|
|
|
33,518,949
|
|
|
(3,222,469
|
)
|
|
30,296,480
|
|
|
(L)
|
|
|||||||||
Summerset Village
|
Chatsworth, CA
|
|
—
|
|
1985
|
|
280
|
|
|
2,629,804
|
|
|
23,670,889
|
|
|
7,407,026
|
|
|
2,629,804
|
|
|
31,077,915
|
|
|
33,707,719
|
|
|
(21,189,393
|
)
|
|
12,518,326
|
|
|
37,994,251
|
|
|||||||||
Talleyrand
|
Tarrytown, NY
|
|
—
|
|
1997-1998
|
|
300
|
|
|
12,000,000
|
|
|
49,838,160
|
|
|
5,280,338
|
|
|
12,000,000
|
|
|
55,118,498
|
|
|
67,118,498
|
|
|
(29,826,719
|
)
|
|
37,291,779
|
|
|
34,794,181
|
|
|||||||||
Teresina
|
Chula Vista, CA
|
|
—
|
|
2000
|
|
440
|
|
|
28,600,000
|
|
|
61,916,670
|
|
|
3,924,692
|
|
|
28,600,000
|
|
|
65,841,362
|
|
|
94,441,362
|
|
|
(27,199,505
|
)
|
|
67,241,857
|
|
|
39,353,690
|
|
|||||||||
Toscana
|
Irvine, CA
|
|
—
|
|
1991/1993
|
|
563
|
|
|
39,410,000
|
|
|
50,806,072
|
|
|
13,015,608
|
|
|
39,410,000
|
|
|
63,821,680
|
|
|
103,231,680
|
|
|
(35,049,666
|
)
|
|
68,182,014
|
|
|
98,021,589
|
|
|||||||||
Touriel Building
|
Berkeley, CA
|
|
G
|
|
2004
|
|
35
|
|
|
2,736,000
|
|
|
7,810,027
|
|
|
178,396
|
|
|
2,736,000
|
|
|
7,988,423
|
|
|
10,724,423
|
|
|
(3,056,587
|
)
|
|
7,667,836
|
|
|
4,965,054
|
|
|||||||||
Town Square at Mark Center I (fka Millbrook I)
|
Alexandria, VA
|
|
—
|
|
1996
|
|
406
|
|
|
24,360,000
|
|
|
86,178,714
|
|
|
5,090,465
|
|
|
24,360,000
|
|
|
91,269,179
|
|
|
115,629,179
|
|
|
(37,802,676
|
)
|
|
77,826,503
|
|
|
60,195,391
|
|
|||||||||
Vantage Hollywood
|
Los Angeles, CA
|
|
—
|
|
1987
|
|
298
|
|
|
42,580,326
|
|
|
56,014,674
|
|
|
126,527
|
|
|
42,580,326
|
|
|
56,141,201
|
|
|
98,721,527
|
|
|
(5,287,978
|
)
|
|
93,433,549
|
|
|
42,297,038
|
|
|||||||||
Versailles
|
Woodland Hills, CA
|
|
—
|
|
1991
|
|
253
|
|
|
12,650,000
|
|
|
33,656,292
|
|
|
6,676,131
|
|
|
12,650,000
|
|
|
40,332,423
|
|
|
52,982,423
|
|
|
(19,770,723
|
)
|
|
33,211,700
|
|
|
30,337,321
|
|
|||||||||
Versailles (K-Town)
|
Los Angeles, CA
|
|
—
|
|
2008
|
|
225
|
|
|
10,590,975
|
|
|
44,409,025
|
|
|
1,443,140
|
|
|
10,590,975
|
|
|
45,852,165
|
|
|
56,443,140
|
|
|
(14,149,083
|
)
|
|
42,294,057
|
|
|
45,950,109
|
|
|||||||||
Victor on Venice
|
Los Angeles, CA
|
|
G
|
|
2006
|
|
115
|
|
|
10,350,000
|
|
|
35,433,437
|
|
|
651,436
|
|
|
10,350,000
|
|
|
36,084,873
|
|
|
46,434,873
|
|
|
(13,516,691
|
)
|
|
32,918,182
|
|
|
(J)
|
|
|||||||||
Vintage
|
Ontario, CA
|
|
—
|
|
2005-2007
|
|
300
|
|
|
7,059,230
|
|
|
47,677,762
|
|
|
991,090
|
|
|
7,059,230
|
|
|
48,668,852
|
|
|
55,728,082
|
|
|
(18,740,063
|
)
|
|
36,988,019
|
|
|
32,972,257
|
|
|||||||||
Vintage at 425 Broadway (fka Promenade)
|
Santa Monica, CA
|
|
G
|
|
1934/2001
|
|
58
|
|
|
9,000,000
|
|
|
13,961,523
|
|
|
1,059,233
|
|
|
9,000,000
|
|
|
15,020,756
|
|
|
24,020,756
|
|
|
(2,968,658
|
)
|
|
21,052,098
|
|
|
(K)
|
|
|||||||||
West 54th
|
New York, NY
|
|
G
|
|
2001
|
|
222
|
|
|
60,900,000
|
|
|
48,193,837
|
|
|
1,803,032
|
|
|
60,900,000
|
|
|
49,996,869
|
|
|
110,896,869
|
|
|
(10,859,764
|
)
|
|
100,037,105
|
|
|
47,159,623
|
|
|||||||||
Westgate (fka Westgate I)
|
Pasadena, CA
|
|
—
|
|
2010
|
|
480
|
|
|
22,898,848
|
|
|
133,559,573
|
|
|
1,626,531
|
|
|
22,898,848
|
|
|
135,186,104
|
|
|
158,084,952
|
|
|
(27,829,027
|
)
|
|
130,255,925
|
|
|
95,942,439
|
|
|||||||||
Woodleaf
|
Campbell, CA
|
|
—
|
|
1984
|
|
178
|
|
|
8,550,600
|
|
|
16,988,183
|
|
|
4,564,556
|
|
|
8,550,600
|
|
|
21,552,739
|
|
|
30,103,339
|
|
|
(13,279,360
|
)
|
|
16,823,979
|
|
|
17,803,590
|
|
|||||||||
Portfolio/Entity Encumbrances (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,645,978,887
|
|
|||||||||
Wholly Owned Encumbered
|
|
|
|
|
|
|
21,196
|
|
|
1,542,126,523
|
|
|
4,432,306,521
|
|
|
317,352,468
|
|
|
1,542,126,523
|
|
|
4,749,658,989
|
|
|
6,291,785,512
|
|
|
(1,497,361,379
|
)
|
|
4,794,424,133
|
|
|
3,818,071,013
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partially Owned Unencumbered:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2300 Elliott
|
Seattle, WA
|
|
—
|
|
1992
|
|
92
|
|
|
796,800
|
|
|
7,173,725
|
|
|
6,364,098
|
|
|
796,800
|
|
|
13,537,823
|
|
|
14,334,623
|
|
|
(10,501,930
|
)
|
|
3,832,693
|
|
|
—
|
|
|||||||||
Canyon Ridge
|
San Diego, CA
|
|
—
|
|
1989
|
|
162
|
|
|
4,869,448
|
|
|
11,955,064
|
|
|
3,764,545
|
|
|
4,869,448
|
|
|
15,719,609
|
|
|
20,589,057
|
|
|
(9,906,118
|
)
|
|
10,682,939
|
|
|
—
|
|
|||||||||
Country Oaks
|
Agoura Hills, CA
|
|
—
|
|
1985
|
|
256
|
|
|
6,105,000
|
|
|
29,561,865
|
|
|
6,382,976
|
|
|
6,105,000
|
|
|
35,944,841
|
|
|
42,049,841
|
|
|
(18,330,095
|
)
|
|
23,719,746
|
|
|
—
|
|
|||||||||
Harrison Square (fka Elliot Bay)
|
Seattle, WA
|
|
G
|
|
1992
|
|
166
|
|
|
7,600,000
|
|
|
35,844,345
|
|
|
4,889,669
|
|
|
7,600,000
|
|
|
40,734,014
|
|
|
48,334,014
|
|
|
(7,462,882
|
)
|
|
40,871,132
|
|
|
—
|
|
|||||||||
Monterra in Mill Creek
|
Mill Creek, WA
|
|
—
|
|
2003
|
|
139
|
|
|
2,800,000
|
|
|
13,255,123
|
|
|
935,693
|
|
|
2,800,000
|
|
|
14,190,816
|
|
|
16,990,816
|
|
|
(6,101,965
|
)
|
|
10,888,851
|
|
|
—
|
|
|||||||||
Rosecliff
|
Quincy, MA
|
|
—
|
|
1990
|
|
156
|
|
|
5,460,000
|
|
|
15,721,570
|
|
|
3,246,786
|
|
|
5,460,000
|
|
|
18,968,356
|
|
|
24,428,356
|
|
|
(11,421,082
|
)
|
|
13,007,274
|
|
|
—
|
|
|||||||||
Strayhorse at Arrowhead Ranch
|
Glendale, AZ
|
|
—
|
|
1998
|
|
136
|
|
|
4,400,000
|
|
|
12,968,002
|
|
|
699,374
|
|
|
4,400,000
|
|
|
13,667,376
|
|
|
18,067,376
|
|
|
(5,724,191
|
)
|
|
12,343,185
|
|
|
—
|
|
|||||||||
Via Ventura (CA) (fka Ventura)
|
Ventura, CA
|
|
—
|
|
2002
|
|
192
|
|
|
8,600,000
|
|
|
44,308,202
|
|
|
703,519
|
|
|
8,600,000
|
|
|
45,011,721
|
|
|
53,611,721
|
|
|
(9,035,652
|
)
|
|
44,576,069
|
|
|
—
|
|
|||||||||
Wood Creek II (fka Willow Brook (CA))
|
Pleasant Hill, CA
|
|
—
|
|
1985
|
|
228
|
|
|
5,055,000
|
|
|
38,388,672
|
|
|
6,380,861
|
|
|
5,055,000
|
|
|
44,769,533
|
|
|
49,824,533
|
|
|
(20,343,063
|
)
|
|
29,481,470
|
|
|
—
|
|
|||||||||
Partially Owned Unencumbered
|
|
|
|
|
|
|
1,527
|
|
|
45,686,248
|
|
|
209,176,568
|
|
|
33,367,521
|
|
|
45,686,248
|
|
|
242,544,089
|
|
|
288,230,337
|
|
|
(98,826,978
|
)
|
|
189,403,359
|
|
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partially Owned Encumbered:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bellevue Meadows
|
Bellevue, WA
|
|
—
|
|
1983
|
|
180
|
|
|
4,507,100
|
|
|
12,574,814
|
|
|
5,224,512
|
|
|
4,507,100
|
|
|
17,799,326
|
|
|
22,306,426
|
|
|
(12,054,134
|
)
|
|
10,252,292
|
|
|
16,493,902
|
|
|||||||||
Canyon Creek (CA)
|
San Ramon, CA
|
|
—
|
|
1984
|
|
268
|
|
|
5,425,000
|
|
|
18,812,120
|
|
|
7,124,649
|
|
|
5,425,000
|
|
|
25,936,769
|
|
|
31,361,769
|
|
|
(14,964,999
|
)
|
|
16,396,770
|
|
|
28,108,382
|
|
|||||||||
Lantern Cove
|
Foster City, CA
|
|
—
|
|
1985
|
|
232
|
|
|
6,945,000
|
|
|
23,064,976
|
|
|
6,190,412
|
|
|
6,945,000
|
|
|
29,255,388
|
|
|
36,200,388
|
|
|
(16,167,257
|
)
|
|
20,033,131
|
|
|
36,395,508
|
|
|||||||||
Schooner Bay I
|
Foster City, CA
|
|
—
|
|
1985
|
|
168
|
|
|
5,345,000
|
|
|
20,390,618
|
|
|
5,003,636
|
|
|
5,345,000
|
|
|
25,394,254
|
|
|
30,739,254
|
|
|
(14,020,421
|
)
|
|
16,718,833
|
|
|
28,811,122
|
|
|||||||||
Schooner Bay II
|
Foster City, CA
|
|
—
|
|
1985
|
|
144
|
|
|
4,550,000
|
|
|
18,064,764
|
|
|
4,440,120
|
|
|
4,550,000
|
|
|
22,504,884
|
|
|
27,054,884
|
|
|
(12,562,453
|
)
|
|
14,492,431
|
|
|
26,116,380
|
|
|||||||||
Surrey Downs
|
Bellevue, WA
|
|
—
|
|
1986
|
|
122
|
|
|
3,057,100
|
|
|
7,848,618
|
|
|
2,931,955
|
|
|
3,057,100
|
|
|
10,780,573
|
|
|
13,837,673
|
|
|
(6,893,799
|
)
|
|
6,943,874
|
|
|
9,801,248
|
|
|||||||||
Virgil Square
|
Los Angeles, CA
|
|
—
|
|
1979
|
|
142
|
|
|
5,500,000
|
|
|
15,216,613
|
|
|
2,761,807
|
|
|
5,500,000
|
|
|
17,978,420
|
|
|
23,478,420
|
|
|
(7,925,733
|
)
|
|
15,552,687
|
|
|
9,869,581
|
|
|||||||||
Wisconsin Place
|
Chevy Chase, MD
|
|
—
|
|
2009
|
|
432
|
|
|
—
|
|
|
172,089,355
|
|
|
1,021,679
|
|
|
—
|
|
|
173,111,034
|
|
|
173,111,034
|
|
|
(27,622,092
|
)
|
|
145,488,942
|
|
|
145,513,689
|
|
|||||||||
Partially Owned Encumbered
|
|
|
|
|
|
|
1,688
|
|
|
35,329,200
|
|
|
288,061,878
|
|
|
34,698,770
|
|
|
35,329,200
|
|
|
322,760,648
|
|
|
358,089,848
|
|
|
(112,210,888
|
)
|
|
245,878,960
|
|
|
301,109,812
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Consolidated Investment in Real Estate
|
|
|
|
|
|
|
76,513
|
|
|
$
|
6,100,178,215
|
|
|
$
|
17,959,193,878
|
|
|
$
|
1,327,053,382
|
|
|
$
|
6,100,178,215
|
|
|
$
|
19,286,247,260
|
|
|
$
|
25,386,425,475
|
|
|
$
|
(5,360,389,416
|
)
|
|
$
|
20,026,036,059
|
|
|
$
|
4,119,180,825
|
|
(1)
|
See attached Encumbrances Reconciliation.
|
(A)
|
The balance of furniture & fixtures included in the total investment in real estate amount was
$1,346,300,284
as of
December 31, 2016
.
|
(B)
|
The cost, net of accumulated depreciation, for Federal Income Tax purposes as of
December 31, 2016
was approximately
$15.8 billion
(unaudited).
|
(C)
|
The life to compute depreciation for building is
30
years, for building improvements ranges from
5
to
15
years, for furniture & fixtures and replacements is
5
to
10
years and for lease intangibles is the average remaining term of each respective lease.
|
(D)
|
This asset consists of various acquisition dates and largely represents furniture, fixtures and equipment, leasehold improvements and capitalized software costs owned by the Management Business, which are generally depreciated over periods ranging from
3
to
7
years.
|
(E)
|
Primarily represents capital expenditures for major maintenance and replacements incurred subsequent to each property’s acquisition date.
|
(F)
|
Represents land and/or construction-in-progress on projects either held for future development or projects currently under development.
|
(G)
|
A portion of these properties includes and/or will include retail/commercial space.
|
(H)
|
Total properties and apartment units exclude
two
unconsolidated properties containing
945
apartment units.
|
(I)
|
Through (K) See Encumbrances Reconciliation schedule.
|
(L)
|
Boot property for Bond Partnership mortgage pool.
|
Exhibit
|
|
Description
|
|
Location
|
3.1
|
|
Articles of Restatement of Declaration of Trust of Equity Residential dated December 9, 2004.
|
|
Included as Exhibit 3.1 to Equity Residential’s Form 10-K for the year ended December 31, 2004.
|
3.2
|
|
Eighth Amended and Restated Bylaws of Equity Residential, effective as of October 1, 2015.
|
|
Included as Exhibit 3.1 to Equity Residential's Form 8-K dated and filed on October 1, 2015.
|
3.3
|
|
Sixth Amended and Restated Agreement of Limited Partnership for ERP Operating Limited Partnership dated as of March 12, 2009.
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated March 12, 2009, filed on March 18, 2009.
|
4.1
|
|
Indenture, dated October 1, 1994, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A., as successor trustee (“Indenture”).
|
|
Included as Exhibit 4(a) to ERP Operating Limited Partnership’s Form S-3 filed on October 7, 1994.
|
4.2
|
|
First Supplemental Indenture to Indenture, dated as of September 9, 2004.
|
|
Included as Exhibit 4.2 to ERP Operating Limited Partnership’s Form 8-K, filed on September 10, 2004.
|
4.3
|
|
Second Supplemental Indenture to Indenture, dated as of August 23, 2006.
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated August 16, 2006, filed on August 23, 2006.
|
4.4
|
|
Third Supplemental Indenture to Indenture, dated as of June 4, 2007.
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007.
|
4.5
|
|
Fourth Supplemental Indenture to Indenture, dated as of December 12, 2011.
|
|
Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011.
|
4.6
|
|
Fifth Supplemental Indenture to Indenture, dated as of February 1, 2016.
|
|
Included as Exhibit 4.6 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2015.
|
4.7
|
|
Form of 5.75% Note due June 15, 2017.
|
|
Included as Exhibit 4.3 to ERP Operating Limited Partnership’s Form 8-K dated May 30, 2007, filed on June 1, 2007.
|
4.8
|
|
Terms Agreement regarding 7.125%
Notes due October 15, 2017.
|
|
Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on October 9, 1997.
|
4.9
|
|
Form of 2.375% Note due July 1, 2019.
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated June 16, 2014, filed on June 18, 2014.
|
4.10
|
|
Form of 4.75% Note due July 15, 2020.
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership’s Form 8-K dated July 12, 2010, filed on July 15, 2010.
|
4.11
|
|
Form of 4.625% Note due December 15, 2021.
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated December 7, 2011, filed on December 9, 2011.
|
4.12
|
|
Form of 3.00% Note due April 15, 2023.
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated April 3, 2013, filed on April 8, 2013.
|
4.13
|
|
Form of 3.375% Note due June 1, 2025.
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015.
|
4.14
|
|
Terms Agreement regarding 7.57% Notes due August 15, 2026.
|
|
Included as Exhibit 1 to ERP Operating Limited Partnership’s Form 8-K, filed on August 13, 1996.
|
4.15
|
|
Form of 2.850% Note due November 1, 2026.
|
|
Included as Exhibit 4.1 to ERP Operating Limited Partnership's Form 8-K dated October 4, 2016, filed on October 7, 2016.
|
4.16
|
|
Form of 4.500% Note due July 1, 2044.
|
|
Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated June 16, 2014, filed on June 18, 2014.
|
4.17
|
|
Form of 4.500% Note due June 1, 2045.
|
|
Included as Exhibit 4.2 to ERP Operating Limited Partnership's Form 8-K dated May 11, 2015, filed on May 13, 2015.
|
10.1
|
*
|
Noncompetition Agreement (Zell).
|
|
Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158.
|
10.2
|
*
|
Noncompetition Agreement (Spector).
|
|
Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158.
|
10.3
|
*
|
Form of Noncompetition Agreement (other officers).
|
|
Included as an exhibit to Equity Residential's Form S-11 Registration Statement, File No. 33-63158.
|
Exhibit
|
|
Description
|
|
Location
|
10.4
|
|
Revolving Credit Agreement dated as of January 11, 2013 among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Book Runners, and a syndicate of other banks (the “Revolving Credit Agreement”).
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated January 11, 2013, filed January 15, 2013.
|
10.5
|
|
Guaranty of Payment made as of January 11, 2013 between Equity Residential and Bank of America, N.A., as administrative agent for the banks party to the Revolving Credit Agreement.
|
|
Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated January 11, 2013, filed January 15, 2013.
|
10.6
|
|
Amendment No. 1 to Revolving Credit Agreement dated as of January 16, 2015 among ERP Operating Limited Partnership, the Banks party thereto, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, and the other Agents named therein.
|
|
Included as Exhibit 10.6 to Equity Residential's and ERP Operating Limited Partnership's Form 10-K for the year ended December 31, 2014.
|
10.7
|
|
Revolving Credit Agreement dated as of November 3, 2016 among ERP Operating Limited Partnership, Bank of America, N.A., as Administrative Agent, Wells Fargo Bank, National Association, and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and a syndicate of other banks (the “Credit Agreement”).
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed November 3, 2016.
|
10.8
|
|
Guaranty of Payment made as of November 3, 2016 between Equity Residential and Bank of America, N.A., as administrative agent for the banks party to the Credit Agreement.
|
|
Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed November 3, 2016.
|
10.9
|
|
Master Credit Facility Agreement, dated February 27, 2013, by and among Federal National Mortgage Association and ASN Santa Monica LLC, et al.
|
|
Included as Exhibit 10.7 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
|
10.10
|
|
Amended and Restated Fixed Loan Note (Collateral Pool 3), dated February 27, 2013, executed by ASN Santa Monica LLC, et al. in favor of Federal National Mortgage Association.
|
|
Included as Exhibit 10.8 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
|
10.11
|
|
Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P.
|
|
Included as Exhibit 10.16 to Equity Residential's Form 10-K for the year ended December 31, 1999.
|
10.12
|
*
|
Equity Residential 2011 Share Incentive Plan.
|
|
Included as Exhibit 99.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated June 16, 2011, filed on June 22, 2011.
|
10.13
|
*
|
First Amendment to 2011 Share Incentive Plan.
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012.
|
10.14
|
*
|
Second Amendment to 2011 Share Incentive Plan.
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013.
|
10.15
|
*
|
Third Amendment to 2011 Share Incentive Plan.
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2014.
|
10.16
|
*
|
Fourth Amendment to 2011 Share Incentive Plan.
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2014.
|
10.17
|
*
|
Fifth Amendment to 2011 Share Incentive Plan.
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2016.
|
10.18
|
*
|
Sixth Amendment to 2011 Share Incentive Plan.
|
|
Attached herein.
|
10.19
|
*
|
Equity Residential Second Restated 2002 Share Incentive Plan dated December 10, 2008.
|
|
Included as Exhibit 10.15 to Equity Residential's Form 10-K for the year ended December 31, 2008.
|
10.20
|
*
|
First Amendment to Second Restated 2002 Share Incentive Plan.
|
|
Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended September 30, 2010.
|
10.21
|
*
|
Second Amendment to Second Restated 2002 Share Incentive Plan.
|
|
Included as Exhibit 10.3 to Equity Residential's Form 10-Q for the quarterly period ended June 30, 2011.
|
10.22
|
*
|
Third Amendment to Second Restated 2002 Share Incentive Plan.
|
|
Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended June 30, 2012.
|
Exhibit
|
|
Description
|
|
Location
|
10.23
|
*
|
Fourth Amendment to Second Restated 2002 Share Incentive Plan.
|
|
Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2013.
|
10.24
|
*
|
Form of 2015 Performance Award Agreement.
|
|
Included as Exhibit 10.1 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended March 31, 2015.
|
10.25
|
*
|
Form of Change in Control/Severance Agreement between the Company and other executive officers.
|
|
Included as Exhibit 10.13 to Equity Residential's Form 10-K for the year ended December 31, 2001.
|
10.26
|
*
|
Form of First Amendment to Amended and Restated Change in Control/Severance Agreement with each executive officer.
|
|
Included as Exhibit 10.1 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2009.
|
10.27
|
*
|
Form of Indemnification Agreement between the Company and each trustee and executive officer.
|
|
Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2003.
|
10.28
|
*
|
Form of Letter Agreement between Equity Residential and each of David J. Neithercut, Alan W. George and Bruce C. Strohm.
|
|
Included as Exhibit 10.3 to Equity Residential's Form 10-Q for the quarterly period ended September 30, 2008.
|
10.29
|
*
|
Form of Executive Retirement Benefits Agreement.
|
|
Included as Exhibit 10.24 to Equity Residential's Form 10-K for the year ended December 31, 2006.
|
10.30
|
*
|
Retirement Benefits Agreement between Samuel Zell and the Company dated October 18, 2001.
|
|
Included as Exhibit 10.18 to Equity Residential's Form 10-K for the year ended December 31, 2001.
|
10.31
|
*
|
Amended and Restated Deferred Compensation Agreement between the Company and Gerald A. Spector dated January 1, 2002.
|
|
Included as Exhibit 10.17 to Equity Residential's Form 10-K for the year ended December 31, 2001.
|
10.32
|
*
|
The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated effective July 1, 2014.
|
|
Included as Exhibit 10.2 to Equity Residential's and ERP Operating Limited Partnership's Form 10-Q for the quarterly period ended September 30, 2014.
|
10.33
|
*
|
The Equity Residential Grandfathered Supplemental Executive Retirement Plan as Amended and Restated effective January 1, 2005.
|
|
Included as Exhibit 10.2 to Equity Residential's Form 10-Q for the quarterly period ended March 31, 2008.
|
10.34
|
|
Second Amended and Restated Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
|
|
Included as Exhibit 1.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
|
10.35
|
|
Amended and Restated Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and BNY Mellon Capital Markets, LLC.
|
|
Included as Exhibit 1.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
|
10.36
|
|
Second Amended and Restated Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and J.P. Morgan Securities LLC.
|
|
Included as Exhibit 1.3 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
|
10.37
|
|
Second Amended and Restated Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and Morgan Stanley & Co. LLC.
|
|
Included as Exhibit 1.4 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
|
10.38
|
|
Sales Agency Financing Agreement, dated July 31, 2013, among the Company, the Operating Partnership and Scotia Capital (USA) Inc.
|
|
Included as Exhibit 1.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on July 31, 2013.
|
10.39
|
|
Distribution Agreement, dated June 29, 2016, among the Company, the Operating Partnership, J.P. Morgan Securities LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Mellon Capital Markets, LLC, Morgan Stanley & Co. LLC, Mitsubishi UFJ Securities (USA), Inc., Scotia Capital (USA) Inc. and UBS Securities LLC.
|
|
Included as Exhibit 1.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated and filed on June 29, 2016.
|
10.40
|
|
Archstone Residual JV, LLC Limited Liability Company Agreement.
|
|
Included as Exhibit 10.3 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
|
Exhibit
|
|
Description
|
|
Location
|
10.41
|
|
Archstone Parallel Residual JV, LLC Limited Liability Company Agreement.
|
|
Included as Exhibit 10.4 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
|
10.42
|
|
Archstone Parallel Residual JV 2, LLC Limited Liability Company Agreement.
|
|
Included as Exhibit 10.5 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
|
10.43
|
|
Legacy Holdings JV, LLC Limited Liability Company Agreement.
|
|
Included as Exhibit 10.6 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated February 27, 2013, filed on February 28, 2013.
|
10.44
|
|
Real Estate Sale Agreement, dated October 23, 2015, by and among ERP Operating Limited Partnership, certain of its affiliates, and SCG Atlas Acquisition, L.P. (the "Real Estate Sale Agreement").
|
|
Included as Exhibit 2.1 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated October 23, 2015, filed on October 26, 2015.
|
10.45
|
|
Schedule of Agreements Substantially Identical in all Material Respects to the Real Estate Sale Agreement.
|
|
Included as Exhibit 2.2 to Equity Residential's and ERP Operating Limited Partnership's Form 8-K dated October 23, 2015, filed on October 26, 2015.
|
12
|
|
Computation of Ratio of Earnings to Combined Fixed Charges.
|
|
Attached herein.
|
21
|
|
List of Subsidiaries of Equity Residential and ERP Operating Limited Partnership.
|
|
Attached herein.
|
23.1
|
|
Consent of Ernst & Young LLP - Equity Residential.
|
|
Attached herein.
|
23.2
|
|
Consent of Ernst & Young LLP - ERP Operating Limited Partnership.
|
|
Attached herein.
|
24
|
|
Power of Attorney.
|
|
See the signature page to this report.
|
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 Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations and comprehensive income, (iii) consolidated statements of cash flows, (iv) consolidated statements of changes in equity (Equity Residential), (v) consolidated statements of changes in capital (ERP Operating Limited Partnership) and (vi) notes to consolidated financial statements.
|
|
Attached herein.
|
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
Computation of Ratio of Earnings to Combined Fixed Charges
($ in thousands)
|
||||||||||||||||||||
|
|
|||||||||||||||||||
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
Income (loss) from continuing operations
|
$
|
4,479,586
|
|
|
$
|
907,621
|
|
|
$
|
657,101
|
|
|
$
|
(168,174
|
)
|
|
$
|
160,298
|
|
|
Interest expense incurred, net
|
482,246
|
|
|
444,487
|
|
|
457,460
|
|
|
587,141
|
|
|
455,477
|
|
||||||
Amortization of deferred financing costs
|
12,633
|
|
|
10,801
|
|
|
11,088
|
|
|
22,197
|
|
|
21,295
|
|
||||||
Earnings before combined fixed charges and preferred distributions
|
4,974,465
|
|
|
1,362,909
|
|
|
1,125,649
|
|
|
441,164
|
|
|
637,070
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preferred Share/Preference Unit distributions
|
(3,091
|
)
|
|
(3,357
|
)
|
|
(4,145
|
)
|
|
(4,145
|
)
|
|
(10,355
|
)
|
||||||
Premium on redemption of Preferred Shares/Preference Units
|
—
|
|
|
(3,486
|
)
|
|
—
|
|
|
—
|
|
|
(5,152
|
)
|
||||||
Earnings before combined fixed charges
|
$
|
4,971,374
|
|
|
$
|
1,356,066
|
|
|
$
|
1,121,504
|
|
|
$
|
437,019
|
|
|
$
|
621,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense incurred, net
|
$
|
482,246
|
|
|
$
|
444,487
|
|
|
$
|
457,460
|
|
|
$
|
587,141
|
|
|
$
|
455,477
|
|
|
Amortization of deferred financing costs
|
12,633
|
|
|
10,801
|
|
|
11,088
|
|
|
22,197
|
|
|
21,295
|
|
||||||
Interest capitalized for real estate and unconsolidated entities under development
|
51,451
|
|
|
59,885
|
|
|
52,782
|
|
|
47,321
|
|
|
22,509
|
|
||||||
Amortization of deferred financing costs for real estate under development
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
||||||
Total combined fixed charges
|
546,330
|
|
|
515,173
|
|
|
521,330
|
|
|
656,811
|
|
|
499,281
|
|
||||||
Preferred Share/Preference Unit distributions
|
3,091
|
|
|
3,357
|
|
|
4,145
|
|
|
4,145
|
|
|
10,355
|
|
||||||
Premium on redemption of Preferred Shares/Preference Units
|
—
|
|
|
3,486
|
|
|
—
|
|
|
—
|
|
|
5,152
|
|
||||||
Total combined fixed charges and preferred distributions
|
$
|
549,421
|
|
|
$
|
522,016
|
|
|
$
|
525,475
|
|
|
$
|
660,956
|
|
|
$
|
514,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ratio of earnings before combined fixed charges to total combined fixed charges (1) (2)
|
9.10
|
|
|
2.63
|
|
|
2.15
|
|
|
—
|
|
|
1.24
|
|
||||||
Ratio of earnings before combined fixed charges and preferred distributions to total
combined fixed charges and preferred distributions (1) (2)
|
9.05
|
|
|
2.61
|
|
|
2.14
|
|
|
—
|
|
|
1.24
|
|
|
List of Subsidiaries of Equity Residential and ERP Operating Limited Partnership
|
||
|
|
|
|
|
|
||
|
Entity
|
|
Formation State
|
1
|
1145 Acquisition, L.L.C.
|
|
Delaware
|
2
|
303 Third SPE LLC
|
|
Delaware
|
3
|
303 Third Street Developer LLC
|
|
Delaware
|
4
|
303 Third Street Venture I LLC
|
|
Delaware
|
5
|
303 Third Venture I SPE LLC
|
|
Delaware
|
6
|
340 Fremont Owners Association
|
|
California
|
7
|
402 West 38th Street Corp.
|
|
New York
|
8
|
777 Sixth Avenue Owner LLC
|
|
Delaware
|
9
|
88 Hillside Homeowners Association
|
|
California
|
10
|
Alban Towers LLC
|
|
District of Columbia
|
11
|
Amberton Apartments, L.L.C.
|
|
Virginia
|
12
|
ANE Associates, L.L.C.
|
|
Delaware
|
13
|
API Cameron Park LLC
|
|
Delaware
|
14
|
API Emeryville Parkside LLC
|
|
Delaware
|
15
|
API Town Center I (Borrower) GP LLC
|
|
Delaware
|
16
|
API Town Center I (Borrower) LP
|
|
Delaware
|
17
|
API Town Center III (Borrower) GP LLC
|
|
Delaware
|
18
|
API Town Center III (Borrower) LP
|
|
Delaware
|
19
|
API Town Center South I LLC
|
|
Delaware
|
20
|
API Town Center South III LLC
|
|
Delaware
|
21
|
Archstone
|
|
Maryland
|
22
|
Archstone 101 West End Avenue GP LLC
|
|
Delaware
|
23
|
Archstone 101 West End Avenue LP
|
|
Delaware
|
24
|
Archstone 180 Montague GP LLC
|
|
Delaware
|
25
|
Archstone 180 Montague LP
|
|
Delaware
|
26
|
Archstone 5 Holdings LP
|
|
Delaware
|
27
|
Archstone 5 LLC
|
|
Delaware
|
28
|
Archstone 6 Holdings LP
|
|
Delaware
|
29
|
Archstone 6 LLC
|
|
Delaware
|
30
|
Archstone Alban Towers LLC
|
|
Delaware
|
31
|
Archstone Arlington Courthouse Plaza LLC
|
|
Delaware
|
32
|
Archstone Avenir GP LLC
|
|
Delaware
|
33
|
Archstone Avenir LP
|
|
Delaware
|
34
|
Archstone Camargue LLC
|
|
Delaware
|
35
|
Archstone Camargue Mezz LLC
|
|
Delaware
|
36
|
Archstone CCP LLC
|
|
Delaware
|
37
|
Archstone Charter Oak LLC
|
|
Delaware
|
38
|
Archstone Chelsea GP LLC
|
|
Delaware
|
39
|
Archstone Chelsea LP
|
|
Delaware
|
40
|
Archstone Columbia Crossing LLC
|
|
Delaware
|
41
|
Archstone Columbia Crossing Mezz LLC
|
|
Delaware
|
42
|
Archstone Communities LLC
|
|
Delaware
|
43
|
Archstone Concourse LLC
|
|
Delaware
|
44
|
Archstone Cronin's Landing LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
45
|
Archstone Crystal Place LLC
|
|
Delaware
|
46
|
Archstone Daggett Place LLC
|
|
Delaware
|
47
|
Archstone DC 3 Holdings LLC
|
|
Delaware
|
48
|
Archstone DC 5 Holdings LLC
|
|
Delaware
|
49
|
Archstone DC 6 Holdings LLC
|
|
Delaware
|
50
|
Archstone DC 7 Holdings LLC
|
|
Delaware
|
51
|
Archstone DC Holdings LLC
|
|
Delaware
|
52
|
Archstone DC Investments 3-I LP
|
|
Delaware
|
53
|
Archstone DC Investments 3-II LP
|
|
Delaware
|
54
|
Archstone DC Investments 5-I LP
|
|
Delaware
|
55
|
Archstone DC Investments 5-II LP
|
|
Delaware
|
56
|
Archstone DC Investments 6-I LP
|
|
Delaware
|
57
|
Archstone DC Investments 6-II LP
|
|
Delaware
|
58
|
Archstone DC Investments 7 LLC
|
|
Delaware
|
59
|
Archstone DC Master Holdings LLC
|
|
Delaware
|
60
|
Archstone DC Property Holdings LP
|
|
Delaware
|
61
|
Archstone Del Mar Heights GP LLC
|
|
Delaware
|
62
|
Archstone Del Mar Heights LP
|
|
Delaware
|
63
|
Archstone Delray Beach GP LLC
|
|
Delaware
|
64
|
Archstone Developer LLC
|
|
Delaware
|
65
|
Archstone East 39th Street (Nominee) GP LLC
|
|
Delaware
|
66
|
Archstone East 39th Street (Nominee) LP
|
|
Delaware
|
67
|
Archstone East 39th Street GP LLC
|
|
Delaware
|
68
|
Archstone East 39th Street Holdings GP LLC
|
|
Delaware
|
69
|
Archstone East 39th Street Holdings LP
|
|
Delaware
|
70
|
Archstone East 39th Street Land LLC
|
|
Delaware
|
71
|
Archstone East 39th Street LP
|
|
Delaware
|
72
|
Archstone East 39th Street Principal GP LLC
|
|
Delaware
|
73
|
Archstone East 39th Street Principal LP
|
|
Delaware
|
74
|
Archstone Emeryville Residential LLC
|
|
Delaware
|
75
|
Archstone Enclave Member LLC
|
|
Delaware
|
76
|
Archstone Gallery at Rosslyn LLC
|
|
Delaware
|
77
|
Archstone Gallery at Virginia Square I LLC
|
|
Delaware
|
78
|
Archstone Gallery at Virginia Square II LLC
|
|
Delaware
|
79
|
Archstone Gallery at Virginia Square III LLC
|
|
Delaware
|
80
|
Archstone Gateway Place LLC
|
|
Delaware
|
81
|
Archstone Hoboken Holdings LLC
|
|
Delaware
|
82
|
Archstone HoldCo CM LLC
|
|
Delaware
|
83
|
Archstone Inc.
|
|
Maryland
|
84
|
Archstone Investments 7-I LP
|
|
Delaware
|
85
|
Archstone Investments 7-II LP
|
|
Delaware
|
86
|
Archstone Long Beach GP LLC
|
|
Delaware
|
87
|
Archstone Long Beach LP
|
|
Delaware
|
88
|
Archstone Master Holdings GP LLC
|
|
Delaware
|
89
|
Archstone Master Holdings LLC
|
|
Delaware
|
90
|
Archstone Master Property Holdings GP, LLC
|
|
Delaware
|
91
|
Archstone Master Property Holdings LLC
|
|
Delaware
|
92
|
Archstone Multifamily Series I Trust
|
|
Delaware
|
93
|
Archstone Multifamily Series II LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
94
|
Archstone Multifamily Series III LLC
|
|
Delaware
|
95
|
Archstone Multifamily Series IV LLC
|
|
Delaware
|
96
|
Archstone Near Northeast LLC
|
|
Delaware
|
97
|
Archstone Northcreek LLC
|
|
Delaware
|
98
|
Archstone Oakwood Boston LLC
|
|
Delaware
|
99
|
Archstone Palmetto Park LLC
|
|
Delaware
|
100
|
Archstone Palmetto Park Member LLC
|
|
Delaware
|
101
|
Archstone Parallel Residual JV 2, LLC
|
|
Delaware
|
102
|
Archstone Parallel Residual JV, LLC
|
|
Delaware
|
103
|
Archstone Presidio View Member LLC
|
|
Delaware
|
104
|
Archstone Property Holdings GP LLC
|
|
Delaware
|
105
|
Archstone Property Holdings LLC
|
|
Delaware
|
106
|
Archstone Redmond Court LLC
|
|
Delaware
|
107
|
Archstone Residual JV, LLC
|
|
Delaware
|
108
|
Archstone Rincon Hill GP LLC
|
|
Delaware
|
109
|
Archstone Rincon Hill LP
|
|
Delaware
|
110
|
Archstone San Mateo Holdings LP
|
|
Delaware
|
111
|
Archstone Sausalito GP LLC
|
|
Delaware
|
112
|
Archstone Sausalito LP
|
|
Delaware
|
113
|
Archstone Showplace Square LLC
|
|
Delaware
|
114
|
Archstone Smith Corporate Holdings LLC
|
|
Delaware
|
115
|
Archstone South Market GP LLC
|
|
Delaware
|
116
|
Archstone South Market LP
|
|
Delaware
|
117
|
Archstone South Market Mezz GP LLC
|
|
Delaware
|
118
|
Archstone South Market Mezz LP
|
|
Delaware
|
119
|
Archstone Tenside Member LLC
|
|
Delaware
|
120
|
Archstone Texas Land Holdings LLC
|
|
Delaware
|
121
|
Archstone Trademark JV, LLC
|
|
Delaware
|
122
|
Archstone Westchester at Old Town GP LLC
|
|
Delaware
|
123
|
Archstone Westchester at Old Town LP
|
|
Delaware
|
124
|
Archstone-Futura Enclave LLC
|
|
Delaware
|
125
|
Archstone-Smith Unitholder Services LLC
|
|
Delaware
|
126
|
Arrington Place Condominium Association
|
|
Washington
|
127
|
Artery Northampton Limited Partnership
|
|
Maryland
|
128
|
ASN Bellevue LLC
|
|
Delaware
|
129
|
ASN CambridgePark LLC
|
|
Delaware
|
130
|
ASN Dupont Circle LLC
|
|
Delaware
|
131
|
ASN Fairchase LLC
|
|
Delaware
|
132
|
ASN Fairchase Mezz LLC
|
|
Delaware
|
133
|
ASN Foundry LLC
|
|
Delaware
|
134
|
ASN Hoboken I LLC
|
|
Delaware
|
135
|
ASN Hoboken II LLC
|
|
Delaware
|
136
|
ASN Kendall Square LLC
|
|
Delaware
|
137
|
ASN Key West LLC
|
|
Delaware
|
138
|
ASN Lake Mendota Investments LLC
|
|
Delaware
|
139
|
ASN Monument Park LLC
|
|
Delaware
|
140
|
ASN Murray Hill LLC
|
|
Delaware
|
141
|
ASN Northgate, LLC
|
|
Delaware
|
142
|
ASN Park Essex LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
143
|
ASN Quarry Hills LLC
|
|
Delaware
|
144
|
ASN Redmond Park LLC
|
|
Delaware
|
145
|
ASN San Mateo GP LLC
|
|
Delaware
|
146
|
ASN San Mateo Holdings GP LLC
|
|
Delaware
|
147
|
ASN San Mateo LP
|
|
Delaware
|
148
|
ASN Santa Clara GP LLC
|
|
Delaware
|
149
|
ASN Santa Clara LP
|
|
Delaware
|
150
|
ASN Santa Clara Mezz GP LLC
|
|
Delaware
|
151
|
ASN Santa Clara Mezz LP
|
|
Delaware
|
152
|
ASN Santa Monica GP LLC
|
|
Delaware
|
153
|
ASN Santa Monica LP
|
|
Delaware
|
154
|
ASN Santa Monica Mezz GP LLC
|
|
Delaware
|
155
|
ASN Santa Monica Mezz LP
|
|
Delaware
|
156
|
ASN Seattle LLC
|
|
Delaware
|
157
|
ASN Ventura Four LLC
|
|
Delaware
|
158
|
ASN Ventura LLC
|
|
Delaware
|
159
|
ASN Ventura Two LLC
|
|
Delaware
|
160
|
ASN Warner Center LLC
|
|
Delaware
|
161
|
ASN Watertown LLC
|
|
Delaware
|
162
|
ASN Westmont LLC
|
|
Delaware
|
163
|
ASN Wisconsin Place (Residential) LLC
|
|
Delaware
|
164
|
ASN Wisconsin Place (Retail) LLC
|
|
Delaware
|
165
|
Azure Mission Bay Owners Association
|
|
California
|
166
|
BEL Residential Properties Trust
|
|
Maryland
|
167
|
BEL-EQR II Limited Partnership
|
|
Illinois
|
168
|
BEL-EQR II, L.L.C.
|
|
Delaware
|
169
|
Brookside Place Associates, L.P.
|
|
California
|
170
|
Brookside Place G.P. Corp.
|
|
Delaware
|
171
|
Buena Vista Place Associates
|
|
Florida
|
172
|
Canyon Creek Village Associates, L.P.
|
|
California
|
173
|
Canyon Creek Village G.P. Corp.
|
|
Delaware
|
174
|
Capital Mezz LLC
|
|
Delaware
|
175
|
CAPREIT Garden Lake Limited Partnership
|
|
Georgia
|
176
|
CAPREIT Highland Grove Limited Partnership
|
|
Georgia
|
177
|
CAPREIT Mariner's Wharf Limited Partnership
|
|
Florida
|
178
|
CAPREIT Silver Springs Limited Partnership
|
|
Florida
|
179
|
CAPREIT Westwood Pines Limited Partnership
|
|
Florida
|
180
|
CAPREIT Woodcrest Villa Limited Partnership
|
|
Michigan
|
181
|
Carrollwood Place Limited Partnership
|
|
Texas
|
182
|
Cedar Crest General Partnership
|
|
Illinois
|
183
|
Charles River Park "D" Company
|
|
Massachusetts
|
184
|
Chinatown Gateway, L.L.C.
|
|
Delaware
|
185
|
Cobblestone Village Community Rentals, L.P.
|
|
California
|
186
|
Cobblestone Village G.P. Corp.
|
|
Delaware
|
187
|
Country Club Associates Limited Partnership
|
|
Maryland
|
188
|
Country Oaks Associates, L.P.
|
|
California
|
189
|
Country Oaks G.P. Corp.
|
|
Delaware
|
190
|
Country Ridge General Partnership
|
|
Illinois
|
191
|
CRICO of Fountain Place Limited Partnership
|
|
Minnesota
|
|
Entity
|
|
Formation State
|
192
|
CRICO of Ocean Walk Limited Partnership
|
|
Florida
|
193
|
Crowntree Lee Vista, L.L.C.
|
|
Delaware
|
194
|
CRP Service Company, L.L.C.
|
|
Delaware
|
195
|
CRSI SPV 103, Inc.
|
|
Delaware
|
196
|
CRSI SPV 30130, Inc.
|
|
Delaware
|
197
|
CRSI SPV 30150, Inc.
|
|
Delaware
|
198
|
CRSI SPV 30197, Inc.
|
|
Delaware
|
199
|
DB Master Accommodation LLC
|
|
Delaware
|
200
|
Deerfield Associates, L.P.
|
|
California
|
201
|
Deerfield G.P. Corp.
|
|
Delaware
|
202
|
Duxford Insurance Company, LLC
|
|
Vermont
|
203
|
Duxford LLC
|
|
Delaware
|
204
|
E-Lodge Associates Limited Partnership
|
|
Illinois
|
205
|
EC-Alexandria, LLC
|
|
Delaware
|
206
|
EC-Belle Arts, L.L.C.
|
|
Delaware
|
207
|
EC-Mission Verde, LLC
|
|
Delaware
|
208
|
EC-Mission Verde, LP
|
|
Delaware
|
209
|
EC-Pacific Cove, L.L.C.
|
|
Delaware
|
210
|
ECH-GFR, Inc.
|
|
Ohio
|
211
|
Edgewater Community Rentals, L.P.
|
|
California
|
212
|
Edgewater G.P. Corp.
|
|
Delaware
|
213
|
EQR - Briarwood Limited Partnership
|
|
California
|
214
|
EQR - S & T, L.L.C.
|
|
Delaware
|
215
|
EQR (1999) Homestead LLC
|
|
Delaware
|
216
|
EQR (1999) Master Limited Liability Company
|
|
Delaware
|
217
|
EQR (1999) Towers LLC
|
|
Delaware
|
218
|
EQR (2000) Ballpark Lofts LLC
|
|
Delaware
|
219
|
EQR (2000) Harbour Pointe LLC
|
|
Delaware
|
220
|
EQR (2000) Master Liability Company
|
|
Delaware
|
221
|
EQR Chase Knolls Lender LLC
|
|
Delaware
|
222
|
EQR Ironwood, L.L.C.
|
|
Delaware
|
223
|
EQR Marks A, L.L.C.
|
|
Delaware
|
224
|
EQR Marks B, L.L.C.
|
|
Delaware
|
225
|
EQR No. One Master Limited Partnership
|
|
Delaware
|
226
|
EQR No. Two Master Limited Partnership
|
|
Delaware
|
227
|
EQR/KB California RCI LLC
|
|
Delaware
|
228
|
EQR/Lincoln Fort Lewis Communities LLC
|
|
Delaware
|
229
|
EQR/Lincoln Guaranty Credit Limited Partnership
|
|
Delaware
|
230
|
EQR/Lincoln RCI Southeast LLC
|
|
Delaware
|
231
|
EQR-12th & Massachusetts, LLC
|
|
Delaware
|
232
|
EQR-140 Riverside, LLC
|
|
Delaware
|
233
|
EQR-1500 Mass, LLC
|
|
Delaware
|
234
|
EQR-160 Riverside, LLC
|
|
Delaware
|
235
|
EQR-175 Kent Avenue A, LLC
|
|
Delaware
|
236
|
EQR-175 Kent Avenue B, LLC
|
|
Delaware
|
237
|
EQR-180 Riverside, LLC
|
|
Delaware
|
238
|
EQR-228 West 71st, LLC
|
|
Delaware
|
239
|
EQR-249 Third Street LLC
|
|
Delaware
|
240
|
EQR-2300 Elliott, LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
241
|
EQR-2400 Residential, L.L.C.
|
|
Delaware
|
242
|
EQR-2850 Kelvin GP LLC
|
|
Delaware
|
243
|
EQR-2850 Kelvin LP
|
|
Delaware
|
244
|
EQR-315 on A Apartments LLC
|
|
Delaware
|
245
|
EQR-320 Pine, LLC
|
|
Delaware
|
246
|
EQR-400 PAS, LLC
|
|
Delaware
|
247
|
EQR-401 Massachusetts, LLC
|
|
Delaware
|
248
|
EQR-41 West 86th, LLC
|
|
Delaware
|
249
|
EQR-4111 South Via Marina GP LLC
|
|
Delaware
|
250
|
EQR-4111 South Via Marina LP
|
|
Delaware
|
251
|
EQR-425 Massachusetts, LLC
|
|
Delaware
|
252
|
EQR-4th & Hill GP LLC
|
|
Delaware
|
253
|
EQR-4th & Hill LP
|
|
Delaware
|
254
|
EQR-50 West 77th, LLC
|
|
Delaware
|
255
|
EQR-51 University, LLC
|
|
Delaware
|
256
|
EQR-600 Washington, L.L.C.
|
|
Delaware
|
257
|
EQR-71 Broadway, LLC
|
|
Delaware
|
258
|
EQR-740 River Drive, L.L.C.
|
|
Delaware
|
259
|
EQR-Academy Village SPE, L.L.C.
|
|
Delaware
|
260
|
EQR-Academy Village, L.L.C.
|
|
Delaware
|
261
|
EQR-Acapella Pasadena GP, LLC
|
|
Delaware
|
262
|
EQR-Acapella Pasadena Limited Partnership
|
|
Delaware
|
263
|
EQR-Acheson Commons Limited Partnership
|
|
Delaware
|
264
|
EQR-Acheson Commons, LLC
|
|
Delaware
|
265
|
EQR-Acquisitions GP, LLC
|
|
Delaware
|
266
|
EQR-Acquisitions, LP
|
|
Delaware
|
267
|
EQR-Acton Berkeley Limited Partnership
|
|
Delaware
|
268
|
EQR-Acton Berkeley, LLC
|
|
Delaware
|
269
|
EQR-Alafaya Exchange, L.L.C.
|
|
Delaware
|
270
|
EQR-Alafaya, L.L.C.
|
|
Delaware
|
271
|
EQR-Alexan Terrace, L.L.C.
|
|
Delaware
|
272
|
EQR-Alexandria Orlando, L.L.C.
|
|
Delaware
|
273
|
EQR-Alexandria, L.L.C.
|
|
Delaware
|
274
|
EQR-Alcyone Apartments, LLC
|
|
Delaware
|
275
|
EQR-Alta Crest, L.L.C.
|
|
Delaware
|
276
|
EQR-Arboretum, L.L.C.
|
|
Delaware
|
277
|
EQR-Arches Limited Partnership
|
|
Delaware
|
278
|
EQR-Arches, LLC
|
|
Delaware
|
279
|
EQR-Archstone TM Holder, LLC
|
|
Delaware
|
280
|
EQR-Arden Villas, L.L.C.
|
|
Delaware
|
281
|
EQR-ArtBHolder, L.L.C.
|
|
Delaware
|
282
|
EQR-ArtCapLoan, L.L.C.
|
|
Delaware
|
283
|
EQR-Artech Berkeley Limited Partnership
|
|
Delaware
|
284
|
EQR-Artech Berkeley LLC
|
|
Delaware
|
285
|
EQR-Artisan on Second Limited Partnership
|
|
Delaware
|
286
|
EQR-Artisan on Second, LLC
|
|
Delaware
|
287
|
EQR-Avanti, L.L.C.
|
|
Delaware
|
288
|
EQR-Avanti, L.P.
|
|
Delaware
|
289
|
EQR-Azure Creek, LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
290
|
EQR-Back Bay Manor, LLC
|
|
Delaware
|
291
|
EQR-Barrington, L.L.C.
|
|
Delaware
|
292
|
EQR-Bay Hill Conversion, LLC
|
|
Delaware
|
293
|
EQR-Bay Hill, LP
|
|
Delaware
|
294
|
EQR-Beatrice, LLC
|
|
Delaware
|
295
|
EQR-Bella Vista California GP, LLC
|
|
Delaware
|
296
|
EQR-Bella Vista California, LP
|
|
Delaware
|
297
|
EQR-Bella Vista, LLC
|
|
Delaware
|
298
|
EQR-Bellagio, L.L.C.
|
|
Delaware
|
299
|
EQR-Belle Fontaine Limited Partnership
|
|
Delaware
|
300
|
EQR-Belle Fontaine, LLC
|
|
Delaware
|
301
|
EQR-Bellevue Meadow GP Limited Partnership
|
|
Washington
|
302
|
EQR-Bellevue Meadow Limited Partnership
|
|
Washington
|
303
|
EQR-Bellevue Meadow, LLC
|
|
Delaware
|
304
|
EQR-Berkeleyan Berkeley Limited Partnership
|
|
Delaware
|
305
|
EQR-Berkeleyan Berkeley, LLC
|
|
Delaware
|
306
|
EQR-Bond Partnership
|
|
Georgia
|
307
|
EQR-Bradley Park, L.L.C.
|
|
Delaware
|
308
|
EQR-Braintree, L.L.C.
|
|
Delaware
|
309
|
EQR-Breakwater Marina GP LLC
|
|
Delaware
|
310
|
EQR-Breakwater Marina LP
|
|
Delaware
|
311
|
EQR-Breton Hammocks Financing Limited Partnership
|
|
Illinois
|
312
|
EQR-Breton Hammocks Vistas, Inc.
|
|
Illinois
|
313
|
EQR-Briarwood GP Limited Partnership
|
|
California
|
314
|
EQR-Briarwood GP, LLC
|
|
Delaware
|
315
|
EQR-Broadway Towers, LLC
|
|
Delaware
|
316
|
EQR-Broadway Towers, LP
|
|
Delaware
|
317
|
EQR-Brookdale Village, L.L.C.
|
|
Delaware
|
318
|
EQR-BS Financing Limited Partnership
|
|
Illinois
|
319
|
EQR-C on Pico GP, LLC
|
|
Delaware
|
320
|
EQR-C on Pico, LP
|
|
Delaware
|
321
|
EQR-Camellero Financing Limited Partnership
|
|
Illinois
|
322
|
EQR-Cape House I, LLC
|
|
Delaware
|
323
|
EQR-Cape House I, LP
|
|
Delaware
|
324
|
EQR-Cape House II, LLC
|
|
Delaware
|
325
|
EQR-Capital, LLC
|
|
Delaware
|
326
|
EQR-Carmel Terrace Vistas, Inc.
|
|
Illinois
|
327
|
EQR-Cascade II, LLC
|
|
Delaware
|
328
|
EQR-Cascade, LLC
|
|
Delaware
|
329
|
EQR-Cedar Ridge GP, L.L.C.
|
|
Delaware
|
330
|
EQR-Cedar Ridge Limited Partnership
|
|
Illinois
|
331
|
EQR-Cedar Springs, LLC
|
|
Delaware
|
332
|
EQR-Cedar Springs, LP
|
|
Delaware
|
333
|
EQR-Centennial Court, L.L.C.
|
|
Delaware
|
334
|
EQR-Centennial Tower, L.L.C.
|
|
Delaware
|
335
|
EQR-Chardonnay Park, L.L.C.
|
|
Delaware
|
336
|
EQR-Chase Oaks, LLC
|
|
Delaware
|
337
|
EQR-Chase Oaks, LP
|
|
Delaware
|
338
|
EQR-Chase, LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
339
|
EQR-Chelsea Square GP Limited Partnership
|
|
Washington
|
340
|
EQR-Chelsea Square Limited Partnership
|
|
Washington
|
341
|
EQR-Chelsea, LLC
|
|
Delaware
|
342
|
EQR-Cherry Hill, L.L.C.
|
|
Delaware
|
343
|
EQR-Chickasaw Crossing, Inc.
|
|
Illinois
|
344
|
EQR-Chickasaw Crossing, L.L.C.
|
|
Delaware
|
345
|
EQR-Chinatown Gateway, L.L.C.
|
|
Delaware
|
346
|
EQR-Church Corner, L.L.C.
|
|
Delaware
|
347
|
EQR-City Pointe Limited Partnership
|
|
Delaware
|
348
|
EQR-City Pointe, LLC
|
|
Delaware
|
349
|
EQR-Clarendon, LLC
|
|
Delaware
|
350
|
EQR-Cliffwalk, LLC
|
|
Delaware
|
351
|
EQR-Coachman Trails, L.L.C.
|
|
Delaware
|
352
|
EQR-Codelle, L.L.C.
|
|
Delaware
|
353
|
EQR-Connor, L.L.C.
|
|
Delaware
|
354
|
EQR-Continental Villas Financing Limited Partnership
|
|
Illinois
|
355
|
EQR-Country Club Lakes, L.L.C.
|
|
Delaware
|
356
|
EQR-Cupertino GP LLC
|
|
Delaware
|
357
|
EQR-Cupertino LP
|
|
Delaware
|
358
|
EQR-Cypress Lake, L.L.C.
|
|
Delaware
|
359
|
EQR-Dartmouth Woods General Partnership
|
|
Illinois
|
360
|
EQR-Deerwood Vistas, Inc.
|
|
Illinois
|
361
|
EQR-Del Lago Vistas, Inc.
|
|
Illinois
|
362
|
EQR-Del Mar Ridge GP, LLC
|
|
Delaware
|
363
|
EQR-Del Mar Ridge, LP
|
|
Delaware
|
364
|
EQR-District Holding, LLC
|
|
Delaware
|
365
|
EQR-Doral Financing Limited Partnership
|
|
Illinois
|
366
|
EQR-Dulles, LLC
|
|
Delaware
|
367
|
EQR-Dupont Corcoran, LLC
|
|
Delaware
|
368
|
EQR-East 27th Street Apartments, LLC
|
|
Delaware
|
369
|
EQR-Element, LLC
|
|
Delaware
|
370
|
EQR-Eleve GP, LLC
|
|
Delaware
|
371
|
EQR-Eleve, LP
|
|
Delaware
|
372
|
EQR-Ellipse, LLC
|
|
Delaware
|
373
|
EQR-Emerald Park GP LLC
|
|
Delaware
|
374
|
EQR-Emerald Park LP
|
|
Delaware
|
375
|
EQR-Emerald Place Financing Limited Partnership
|
|
Illinois
|
376
|
EQR-Emeryville GP LLC
|
|
Delaware
|
377
|
EQR-Emeryville LP
|
|
Delaware
|
378
|
EQR-Encinitas GP LLC
|
|
Delaware
|
379
|
EQR-Encinitas LP
|
|
Delaware
|
380
|
EQR-Encore Limited Partnership
|
|
Delaware
|
381
|
EQR-Encore, LLC
|
|
Delaware
|
382
|
EQR-Enterprise Holdings, LLC
|
|
Delaware
|
383
|
EQR-EOI Financing Limited Partnership
|
|
Illinois
|
384
|
EQR-Essex Place Financing Limited Partnership
|
|
Illinois
|
385
|
EQR-EWR GP, LLC
|
|
Delaware
|
386
|
EQR-EWR Holding, LP
|
|
Delaware
|
387
|
EQR-Exchange, LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
388
|
EQR-Eye Street, LLC
|
|
Delaware
|
389
|
EQR-Fairfax Corner, L.L.C.
|
|
Delaware
|
390
|
EQR-Fairfield, L.L.C.
|
|
Delaware
|
391
|
EQR-Fairfield Member LLC
|
|
Delaware
|
392
|
EQR-Fancap 2000A Limited Partnership
|
|
Illinois
|
393
|
EQR-Fancap 2000A, L.L.C.
|
|
Delaware
|
394
|
EQR-Fankey 2004 Limited Partnership
|
|
Illinois
|
395
|
EQR-Fankey 2004, L.L.C.
|
|
Delaware
|
396
|
EQR-Fanwell 2007 GP, LLC
|
|
Delaware
|
397
|
EQR-Fanwell 2007 Limited Partnership
|
|
Delaware
|
398
|
EQR-Fielders Crossing GP, L.L.C.
|
|
Delaware
|
399
|
EQR-Fielders Crossing Limited Partnership
|
|
Illinois
|
400
|
EQR-Fifth Wall LLC
|
|
Delaware
|
401
|
EQR-Fine Arts Berkeley Limited Partnership
|
|
Delaware
|
402
|
EQR-Fine Arts Berkeley, LLC
|
|
Delaware
|
403
|
EQR-Flatiron, LLC
|
|
Delaware
|
404
|
EQR-Flatlands, L.L.C.
|
|
Delaware
|
405
|
EQR-Foundry Member, LLC
|
|
Delaware
|
406
|
EQR-Fremont GP LLC
|
|
Delaware
|
407
|
EQR-Fremont LP
|
|
Delaware
|
408
|
EQR-Fresca 2009 GP, LLC
|
|
Delaware
|
409
|
EQR-Fresca 2009 Limited Partnership
|
|
Delaware
|
410
|
EQR-Frewac 2008 GP, LLC
|
|
Delaware
|
411
|
EQR-Frewac 2008 Limited Partnership
|
|
Delaware
|
412
|
EQR-Gaia Berkeley Limited Partnership
|
|
Delaware
|
413
|
EQR-Gaia Berkeley, LLC
|
|
Delaware
|
414
|
EQR-Gallery Apartments Limited Partnership
|
|
Illinois
|
415
|
EQR-Gallery, L.L.C.
|
|
Delaware
|
416
|
EQR-Gateway at Malden Center, LLC
|
|
Delaware
|
417
|
EQR-Georgian Woods, L.L.C.
|
|
Delaware
|
418
|
EQR-Glendale, LLC
|
|
Delaware
|
419
|
EQR-GLO Apartments Limited Partnership
|
|
Delaware
|
420
|
EQR-GLO Apartments, LLC
|
|
Delaware
|
421
|
EQR-GLO Low Income Limited Partnership
|
|
Delaware
|
422
|
EQR-Governor's Place Financing Limited Partnership
|
|
Illinois
|
423
|
EQR-Grandview I GP Limited Partnership
|
|
Nevada
|
424
|
EQR-Grandview I Limited Partnership
|
|
Nevada
|
425
|
EQR-Grandview II GP Limited Partnership
|
|
Nevada
|
426
|
EQR-Grandview II Limited Partnership
|
|
Nevada
|
427
|
EQR-Hacienda GP LLC
|
|
Delaware
|
428
|
EQR-Hacienda LP
|
|
Delaware
|
429
|
EQR-Hampshire Place Conversion, LLC
|
|
Delaware
|
430
|
EQR-Hampshire Place, LP
|
|
Delaware
|
431
|
EQR-Harbor Steps Member, L.L.C.
|
|
Delaware
|
432
|
EQR-Harbor Steps, L.L.C.
|
|
Delaware
|
433
|
EQR-Heritage Ridge, L.L.C.
|
|
Delaware
|
434
|
EQR-Heritage Ridge, L.P.
|
|
Delaware
|
435
|
EQR-Herndon, L.L.C.
|
|
Delaware
|
436
|
EQR-Heronfield, LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
437
|
EQR-HHC 1&2 GP, LLC
|
|
Delaware
|
438
|
EQR-HHC 1&2, LP
|
|
Delaware
|
439
|
EQR-Highlands Ranch, L.L.C.
|
|
Delaware
|
440
|
EQR-Highlands, LLC
|
|
Delaware
|
441
|
EQR-Hikari Apartments, LP
|
|
California
|
442
|
EQR-Hikari GP, LLC
|
|
Delaware
|
443
|
EQR-Hikari Landlord, LP
|
|
California
|
444
|
EQR-Hikari Low-Income, LP
|
|
Delaware
|
445
|
EQR-Hillside Limited Partnership
|
|
Delaware
|
446
|
EQR-Hillside, LLC
|
|
Delaware
|
447
|
EQR-Holding, LLC
|
|
Delaware
|
448
|
EQR-Holding, LLC2
|
|
Delaware
|
449
|
EQR-Hudson Crossing, LLC
|
|
Delaware
|
450
|
EQR-Hudson Pointe, L.L.C.
|
|
Delaware
|
451
|
EQR-Huntington Park Vistas, Inc.
|
|
Illinois
|
452
|
EQR-Hyattsville, LLC
|
|
Delaware
|
453
|
EQR-Ivory Wood, L.L.C.
|
|
Delaware
|
454
|
EQR-Joyce on Pentagon Row, LLC
|
|
Delaware
|
455
|
EQR-Kelvin Court, LLC
|
|
Delaware
|
456
|
EQR-Kenwood Mews GP LLC
|
|
Delaware
|
457
|
EQR-Kenwood Mews LP
|
|
Delaware
|
458
|
EQR-La Terrazza at Colma Station GP, LLC
|
|
Delaware
|
459
|
EQR-La Terrazza at Colma Station Limited Partnership
|
|
Delaware
|
460
|
EQR-Lake Underhill, L.L.C.
|
|
Delaware
|
461
|
EQR-Lakeshore at Preston, LLC
|
|
Illinois
|
462
|
EQR-Lawrence, L.L.C.
|
|
Delaware
|
463
|
EQR-Legacy Holdings JV Member, LLC
|
|
Delaware
|
464
|
EQR-Lexford Lender, L.L.C.
|
|
Delaware
|
465
|
EQR-Lexington Farm, L.L.C.
|
|
Delaware
|
466
|
EQR-Liberty Tower, LLC
|
|
Delaware
|
467
|
EQR-Lincoln Braintree, L.L.C.
|
|
Delaware
|
468
|
EQR-Lincoln Fairfax, L.L.C.
|
|
Delaware
|
469
|
EQR-Lincoln Laguna Clara L.P.
|
|
Delaware
|
470
|
EQR-Lincoln Santa Clara L.L.C.
|
|
Delaware
|
471
|
EQR-Lincoln Village I Vistas, Inc.
|
|
Illinois
|
472
|
EQR-Lincoln Village II Vistas, Inc.
|
|
Illinois
|
473
|
EQR-Lincoln Village III Vistas, Inc.
|
|
Illinois
|
474
|
EQR-Lindbergh Place, L.L.C.
|
|
Delaware
|
475
|
EQR-Lindley Limited Partnership
|
|
Delaware
|
476
|
EQR-Lindley, LLC
|
|
Delaware
|
477
|
EQR-Lodge (OK) GP Limited Partnership
|
|
Illinois
|
478
|
EQR-Lombard, L.L.C.
|
|
Delaware
|
479
|
EQR-Loudoun, L.L.C.
|
|
Delaware
|
480
|
EQR-LPC Urban Renewal North Pier, L.L.C.
|
|
New Jersey
|
481
|
EQR-Madison LLC
|
|
Delaware
|
482
|
EQR-Madison & Henry, L.L.C.
|
|
Delaware
|
483
|
EQR-Mantena, LLC
|
|
Delaware
|
484
|
EQR-Marina Bay, L.L.C.
|
|
Delaware
|
485
|
EQR-Marina Del Rey-I GP LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
486
|
EQR-Marina Del Rey-I Limited Partnership
|
|
Delaware
|
487
|
EQR-Marina Del Rey-II GP LLC
|
|
Delaware
|
488
|
EQR-Marina Del Rey-II Limited Partnership
|
|
Delaware
|
489
|
EQR-Market Street Landing, LLC
|
|
Delaware
|
490
|
EQR-Market Village Conversion, LLC
|
|
Delaware
|
491
|
EQR-Market Village, LP
|
|
Delaware
|
492
|
EQR-Marks West, L.L.C.
|
|
Delaware
|
493
|
EQR-Martins Landing, L.L.C.
|
|
Delaware
|
494
|
EQR-Melrose, LLC
|
|
Delaware
|
495
|
EQR-Melrose, LP
|
|
Delaware
|
496
|
EQR-MET CA Financing Limited Partnership
|
|
Illinois
|
497
|
EQR-MHL McCaslin Hidden Lakes, LLC
|
|
Texas
|
498
|
EQR-Mill Creek, L.L.C.
|
|
Delaware
|
499
|
EQR-Millbrook I, L.L.C.
|
|
Delaware
|
500
|
EQR-Millikan Avenue GP, LLC
|
|
Delaware
|
501
|
EQR-Millikan Avenue, LP
|
|
Delaware
|
502
|
EQR-Mission Bay Block 13 Limited Partnership
|
|
Delaware
|
503
|
EQR-Mission Bay Block 13, LLC
|
|
Delaware
|
504
|
EQR-Missions at Sunbow, L.L.C.
|
|
Delaware
|
505
|
EQR-Missouri, L.L.C.
|
|
Delaware
|
506
|
EQR-MLP 1, L.L.C.
|
|
Delaware
|
507
|
EQR-MLP 2, L.L.C.
|
|
Delaware
|
508
|
EQR-Moda, LLC
|
|
Delaware
|
509
|
EQR-Montclair Reserve, LLC
|
|
Delaware
|
510
|
EQR-Montclair, LLC
|
|
Delaware
|
511
|
EQR-Monte Viejo, L.L.C.
|
|
Delaware
|
512
|
EQR-Mosaic, L.L.C.
|
|
Delaware
|
513
|
EQR-Mountain Park Ranch, LLC
|
|
Delaware
|
514
|
EQR-Mountain Shadows GP Limited Partnership
|
|
Nevada
|
515
|
EQR-Mountain Shadows Limited Partnership
|
|
Nevada
|
516
|
EQR-Mountain View GP LLC
|
|
Delaware
|
517
|
EQR-Mountain View LP
|
|
Delaware
|
518
|
EQR-MR McCaslin Riverhill, LLC
|
|
Texas
|
519
|
EQR-New Carlyle, LLC
|
|
Delaware
|
520
|
EQR-New Carlyle, LP
|
|
Delaware
|
521
|
EQR-NEW LLC
|
|
Delaware
|
522
|
EQR-NEW LLC3
|
|
Maryland
|
523
|
EQR-North Creek, L.L.C.
|
|
Delaware
|
524
|
EQR-North Ninth LLC
|
|
Delaware
|
525
|
EQR-North Ninth II LLC
|
|
Delaware
|
526
|
EQR-North Pier, L.L.C.
|
|
Delaware
|
527
|
EQR-Northpark Limited Partnership
|
|
Delaware
|
528
|
EQR-Northpark, LLC
|
|
Delaware
|
529
|
EQR-Oak Park Limited Partnership
|
|
Delaware
|
530
|
EQR-Oak, LLC
|
|
Delaware
|
531
|
EQR-Old Town Lofts LLC
|
|
Delaware
|
532
|
EQR-Orchard Ridge Vistas, Inc.
|
|
Illinois
|
533
|
EQR-Oregon, L.L.C.
|
|
Delaware
|
534
|
EQR-Overlook Manor II, L.L.C.
|
|
Delaware
|
|
Entity
|
|
Formation State
|
535
|
EQR-Pacific Place, LLC
|
|
Delaware
|
536
|
EQR-Pacific Place, LP
|
|
Delaware
|
537
|
EQR-Packard LLC
|
|
Delaware
|
538
|
EQR-Palm Harbor, L.L.C.
|
|
Delaware
|
539
|
EQR-Paradise Pointe Vistas, Inc.
|
|
Illinois
|
540
|
EQR-Parallel Residual JV 2 Member, LLC
|
|
Delaware
|
541
|
EQR-Parc Vue, L.L.C.
|
|
Delaware
|
542
|
EQR-Park Place I General Partnership
|
|
Illinois
|
543
|
EQR-Park Place II General Partnership
|
|
Illinois
|
544
|
EQR-Park West (CA) Vistas, Inc.
|
|
Illinois
|
545
|
EQR-Parkside Limited Partnership
|
|
Texas
|
546
|
EQR-Peachtree A, L.L.C.
|
|
Delaware
|
547
|
EQR-Peachtree, L.L.C.
|
|
Delaware
|
548
|
EQR-Pearl LLC
|
|
Delaware
|
549
|
EQR-Pegasus Apartments, LP
|
|
Delaware
|
550
|
EQR-Perimeter Center, L.L.C.
|
|
Delaware
|
551
|
EQR-Pershing, LLC
|
|
Delaware
|
552
|
EQR-Phipps, L.L.C.
|
|
Delaware
|
553
|
EQR-Piedmont, L.L.C.
|
|
Delaware
|
554
|
EQR-Plantation Financing Limited Partnership
|
|
Illinois
|
555
|
EQR-Playa Del Rey GP LLC
|
|
Delaware
|
556
|
EQR-Playa Del Rey LP
|
|
Delaware
|
557
|
EQR-Portland Center, L.L.C.
|
|
Delaware
|
558
|
EQR-Prado GP LLC
|
|
Delaware
|
559
|
EQR-Prado LP
|
|
Delaware
|
560
|
EQR-Prime, L.L.C.
|
|
Delaware
|
561
|
EQR-Prospect Towers Phase II LLC
|
|
Delaware
|
562
|
EQR-QRS Highline Oaks, Inc.
|
|
Illinois
|
563
|
EQR-Ranch at Fossil Creek, L.L.C.
|
|
Delaware
|
564
|
EQR-Ranch at Fossil Creek, L.P.
|
|
Texas
|
565
|
EQR-Redmond Ridge, L.L.C.
|
|
Delaware
|
566
|
EQR-Redmond Way, LLC
|
|
Delaware
|
567
|
EQR-Regency Park, LLC
|
|
Delaware
|
568
|
EQR-Rehab Master GP, L.L.C.
|
|
Delaware
|
569
|
EQR-Rehab Master Limited Partnership
|
|
Delaware
|
570
|
EQR-Renaissance Villas Limited Partnership
|
|
Delaware
|
571
|
EQR-Renaissance Villas, LLC
|
|
Delaware
|
572
|
EQR-Reserve Square Limited Partnership
|
|
Illinois
|
573
|
EQR-Residual JV Member, LLC
|
|
Delaware
|
574
|
EQR-Retail Marks, L.L.C.
|
|
Delaware
|
575
|
EQR-Rianna I, LLC
|
|
Delaware
|
576
|
EQR-Rianna II, LLC
|
|
Delaware
|
577
|
EQR-RID SP, L.L.C.
|
|
Delaware
|
578
|
EQR-Riva Terra I GP LLC
|
|
Delaware
|
579
|
EQR-Riva Terra I LP
|
|
Delaware
|
580
|
EQR-Riva Terra II GP LLC
|
|
Delaware
|
581
|
EQR-Riva Terra II LP
|
|
Delaware
|
582
|
EQR-River Park Limited Partnership
|
|
Illinois
|
583
|
EQR-Riverpark, LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
584
|
EQR-Riverside Corp.
|
|
Delaware
|
585
|
EQR-Rivertower A, LLC
|
|
Delaware
|
586
|
EQR-Rivertower B, LLC
|
|
Delaware
|
587
|
EQR-Rivertower C, LLC
|
|
Delaware
|
588
|
EQR-Rivertower D, LLC
|
|
Delaware
|
589
|
EQR-Rivertower E, LLC
|
|
Delaware
|
590
|
EQR-Rivertower, LLC
|
|
Delaware
|
591
|
EQR-Riverview Condos, L.L.C.
|
|
Delaware
|
592
|
EQR-Sage, LLC
|
|
Delaware
|
593
|
EQR-Sakura Apartments, LP
|
|
California
|
594
|
EQR-Sakura GP, LLC
|
|
Delaware
|
595
|
EQR-Sakura Landlord, LP
|
|
California
|
596
|
EQR-Sakura Low-Income, LP
|
|
Delaware
|
597
|
EQR-Sawgrass Cove Vistas, Inc.
|
|
Illinois
|
598
|
EQR-Seattle Member LLC
|
|
Delaware
|
599
|
EQR-Second and Pine II, LLC
|
|
Delaware
|
600
|
EQR-Second and Pine, LLC
|
|
Delaware
|
601
|
EQR-Shadow Creek, L.L.C.
|
|
Delaware
|
602
|
EQR-Siena Terrace, LP
|
|
Delaware
|
603
|
EQR-Silver Spring Gateway Residential, LLC
|
|
Delaware
|
604
|
EQR-Silver Spring Gateway, LLC
|
|
Delaware
|
605
|
EQR-Silver Spring Residential Associates, LLC
|
|
Delaware
|
606
|
EQR-Skylark Limited Partnership
|
|
Delaware
|
607
|
EQR-Skyline Terrace Limited Partnership
|
|
Delaware
|
608
|
EQR-Skyline Terrace, LLC
|
|
Delaware
|
609
|
EQR-Skyline Towers Member, LLC
|
|
Delaware
|
610
|
EQR-Skyline Towers, L.L.C.
|
|
Delaware
|
611
|
EQR-Skyview GP, LLC
|
|
Delaware
|
612
|
EQR-Skyview, LP
|
|
Delaware
|
613
|
EQR-Smoketree, LLC
|
|
Delaware
|
614
|
EQR-Soma II A LP
|
|
Delaware
|
615
|
EQR-Soma II GP A LLC
|
|
Delaware
|
616
|
EQR-Soma II GP LLC
|
|
Delaware
|
617
|
EQR-Soma II LP
|
|
Delaware
|
618
|
EQR-Sombra 2008 GP, LLC
|
|
Delaware
|
619
|
EQR-Sombra 2008 Limited Partnership
|
|
Delaware
|
620
|
EQR-South City Station GP LLC
|
|
Delaware
|
621
|
EQR-South City Station LP
|
|
Delaware
|
622
|
EQR-South Plainfield I, L.P.
|
|
Delaware
|
623
|
EQR-South Plainfield, L.L.C.
|
|
Delaware
|
624
|
EQR-Southwood GP Limited Partnership
|
|
California
|
625
|
EQR-Southwood Limited Partnership
|
|
California
|
626
|
EQR-Southwood LP I Limited Partnership
|
|
California
|
627
|
EQR-Southwood LP II Limited Partnership
|
|
California
|
628
|
EQR-Square One LLC
|
|
Delaware
|
629
|
EQR-Square One Member LLC
|
|
Delaware
|
630
|
EQR-Stonelake GP, L.L.C.
|
|
Delaware
|
631
|
EQR-Stonelake Limited Partnership
|
|
Illinois
|
632
|
EQR-Stoneleigh A, L.L.C.
|
|
Delaware
|
|
Entity
|
|
Formation State
|
633
|
EQR-Stoneleigh B, L.L.C.
|
|
Delaware
|
634
|
EQR-Stoney Ridge SPE, L.L.C.
|
|
Delaware
|
635
|
EQR-Stonybrook, L.L.C.
|
|
Delaware
|
636
|
EQR-Summer Creek, L.L.C.
|
|
Delaware
|
637
|
EQR-Sunrise Developer, LLC
|
|
Delaware
|
638
|
EQR-Sunrise Member, LLC
|
|
Delaware
|
639
|
EQR-Surrey Downs GP Limited Partnership
|
|
Washington
|
640
|
EQR-Surrey Downs, LLC
|
|
Delaware
|
641
|
EQR-SWN Line Financing Limited Partnership
|
|
Illinois
|
642
|
EQR-SWN Line Vistas, Inc.
|
|
Illinois
|
643
|
EQR-Talleyrand, L.L.C.
|
|
Delaware
|
644
|
EQR-Tallman, LLC
|
|
Delaware
|
645
|
EQR-Tanasbourne Terrace Financing Limited Partnership
|
|
Illinois
|
646
|
EQR-Teresina Limited Partnership
|
|
Delaware
|
647
|
EQR-Teresina, LLC
|
|
Delaware
|
648
|
EQR-Terraces Limited Partnership
|
|
Delaware
|
649
|
EQR-Terraces, LLC
|
|
Delaware
|
650
|
EQR-The Ashton Limited Partnership
|
|
Delaware
|
651
|
EQR-The Carlyle, L.L.C.
|
|
Delaware
|
652
|
EQR-The Hesby LLC
|
|
Delaware
|
653
|
EQR-The Hesby LP
|
|
Delaware
|
654
|
EQR-The Lakes at Vinings, L.L.C.
|
|
Delaware
|
655
|
EQR-The Oaks, LLC
|
|
Delaware
|
656
|
EQR-The Oaks GP LLC
|
|
Delaware
|
657
|
EQR-The Palms, L.L.C.
|
|
Delaware
|
658
|
EQR-The Retreat, L.L.C.
|
|
Delaware
|
659
|
EQR-The Ridge, L.L.C.
|
|
Delaware
|
660
|
EQR-The Savoy LLC
|
|
Delaware
|
661
|
EQR-The Waterford at Orange Park, Inc.
|
|
Illinois
|
662
|
EQR-The Waterford at Orange Park, L.L.C.
|
|
Delaware
|
663
|
EQR-Timberwood GP Limited Partnership
|
|
Colorado
|
664
|
EQR-Timberwood Limited Partnership
|
|
Colorado
|
665
|
EQR-Toscana Apartments, LP
|
|
Delaware
|
666
|
EQR-Touriel Berkeley Limited Partnership
|
|
Delaware
|
667
|
EQR-Touriel Berkeley, LLC
|
|
Delaware
|
668
|
EQR-Town Square at Millbrook, LLC
|
|
Delaware
|
669
|
EQR-Townhomes of Meadowbrook, L.L.C.
|
|
Delaware
|
670
|
EQR-Townhouse Gardens, LLC
|
|
Delaware
|
671
|
EQR-Townhouse Gardens, LP
|
|
Delaware
|
672
|
EQR-Townhouse Plaza, LLC
|
|
Delaware
|
673
|
EQR-Townhouse Plaza, LP
|
|
Delaware
|
674
|
EQR-Turnberry Isle, LLC
|
|
Delaware
|
675
|
EQR-Turnberry, L.L.C.
|
|
Delaware
|
676
|
EQR-Turnberry, LP
|
|
Delaware
|
677
|
EQR-Uptown Square, L.L.C.
|
|
Delaware
|
678
|
EQR-Urban Renewal 77 Hudson Street, L.L.C.
|
|
New Jersey
|
679
|
EQR-Urban Renewal Jersey City, L.L.C.
|
|
New Jersey
|
680
|
EQR-Uwajimaya Village, L.L.C.
|
|
Delaware
|
681
|
EQR-Valencia GP LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
682
|
EQR-Valencia Limited Partnership
|
|
Delaware
|
683
|
EQR-Valley Park South Financing Limited Partnership
|
|
Illinois
|
684
|
EQR-Vantage GP LLC
|
|
Delaware
|
685
|
EQR-Vantage LP
|
|
Delaware
|
686
|
EQR-Vantage Pointe Limited Partnership
|
|
Delaware
|
687
|
EQR-Vantage Pointe, LLC
|
|
Delaware
|
688
|
EQR-Veloce, LLC
|
|
Delaware
|
689
|
EQR-Versailles Limited Partnership
|
|
Delaware
|
690
|
EQR-Versailles, LLC
|
|
Delaware
|
691
|
EQR-Victor, L.L.C.
|
|
Delaware
|
692
|
EQR-Victor, L.P.
|
|
Delaware
|
693
|
EQR-Villa Serenas Successor Borrower, L.L.C.
|
|
Delaware
|
694
|
EQR-Villa Solana Vistas, Inc.
|
|
Illinois
|
695
|
EQR-Village at Lakewood, LLC
|
|
Delaware
|
696
|
EQR-Villas of Josey Ranch GP, L.L.C.
|
|
Delaware
|
697
|
EQR-Vintage I, L.P.
|
|
Delaware
|
698
|
EQR-Vintage II, L.L.C.
|
|
Delaware
|
699
|
EQR-Virginia, L.L.C.
|
|
Delaware
|
700
|
EQR-Vista del Lago, LLC
|
|
Delaware
|
701
|
EQR-Vista del Lago, LP
|
|
Delaware
|
702
|
EQR-Vista Developer, LP
|
|
Delaware
|
703
|
EQR-Vista Member, LLC
|
|
Delaware
|
704
|
EQR-Vistas Courthouse, LLC
|
|
Delaware
|
705
|
EQR-Walden Park, LLC
|
|
Delaware
|
706
|
EQR-Warwick, L.L.C.
|
|
Delaware
|
707
|
EQR-Washington, L.L.C.
|
|
Delaware
|
708
|
EQR-Waterfall, L.L.C.
|
|
Delaware
|
709
|
EQR-Waterford Place, L.L.C.
|
|
Delaware
|
710
|
EQR-Watermarke I, LLC
|
|
Delaware
|
711
|
EQR-Watermarke II, LLC
|
|
Delaware
|
712
|
EQR-Waterside, L.L.C.
|
|
Delaware
|
713
|
EQR-Watson General Partnership
|
|
Illinois
|
714
|
EQR-Wellfan 2008 GP, LLC
|
|
Delaware
|
715
|
EQR-Wellfan 2008 Limited Partnership
|
|
Delaware
|
716
|
EQR-Wellington Hill Financing Limited Partnership
|
|
Illinois
|
717
|
EQR-Wellington, L.L.C.
|
|
Delaware
|
718
|
EQR-West Coast Portfolio GP, LLC
|
|
Delaware
|
719
|
EQR-West Seattle, LLC
|
|
Delaware
|
720
|
EQR-Westfield Village, L.L.C.
|
|
Delaware
|
721
|
EQR-Westgate Pasadena II, LP
|
|
Delaware
|
722
|
EQR-Westport, L.L.C.
|
|
Delaware
|
723
|
EQR-Westside GP LLC
|
|
Delaware
|
724
|
EQR-Westside LP
|
|
Delaware
|
725
|
EQR-Whisper Creek, L.L.C.
|
|
Delaware
|
726
|
EQR-Willard, LLC
|
|
Delaware
|
727
|
EQR-Windemere, LLC
|
|
Delaware
|
728
|
EQR-Windsor at Fair Lakes, L.L.C.
|
|
Delaware
|
729
|
EQR-Woodland Park A Limited Partnership
|
|
Delaware
|
730
|
EQR-Woodland Park A, LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
731
|
EQR-Woodland Park B Limited Partnership
|
|
Delaware
|
732
|
EQR-Woodland Park B, LLC
|
|
Delaware
|
733
|
EQR-Woodland Park C Limited Partnership
|
|
Delaware
|
734
|
EQR-Woodland Park C, LLC
|
|
Delaware
|
735
|
EQR-Woodland Park Limited Partnership
|
|
Delaware
|
736
|
EQR-Woodland Park, LLC
|
|
Delaware
|
737
|
EQR-Woodleaf Apartments GP, LLC
|
|
Delaware
|
738
|
EQR-Woodleaf Apartments, LP
|
|
Delaware
|
739
|
EQR-Woodridge I GP Limited Partnership
|
|
Colorado
|
740
|
EQR-Woodridge I Limited Partnership
|
|
Colorado
|
741
|
EQR-Woodridge II GP Limited Partnership
|
|
Colorado
|
742
|
EQR-Woodridge II Limited Partnership
|
|
Colorado
|
743
|
EQR-Woodridge III Limited Partnership
|
|
Colorado
|
744
|
EQR-Woodridge, L.L.C.
|
|
Delaware
|
745
|
EQR-Worldgate, LLC
|
|
Delaware
|
746
|
EQR-Wyndridge II, L.L.C.
|
|
Delaware
|
747
|
EQR-Wyndridge III, L.L.C.
|
|
Delaware
|
748
|
EQR-Yorktowne Financing Limited Partnership
|
|
Illinois
|
749
|
EQR-Zurich, L.L.C.
|
|
Delaware
|
750
|
Equity Corporate Housing, Inc.
|
|
Ohio
|
751
|
Equity Marina Bay Phase II, L.L.C.
|
|
Delaware
|
752
|
Equity Residential Foundation
|
|
Illinois
|
753
|
Equity Residential Management, L.L.C.
|
|
Delaware
|
754
|
Equity Residential Properties Management Corp.
|
|
Delaware
|
755
|
Equity Residential Properties Management Corp. II
|
|
Delaware
|
756
|
Equity Residential Properties Management Corp. Protective Trust II
|
|
Delaware
|
757
|
Equity Residential REIT Services Inc.
|
|
Delaware
|
758
|
Equity Residential REIT Services II, Inc.
|
|
Delaware
|
759
|
Equity Residential Services II, LLC
|
|
Illinois
|
760
|
Equity Residential Services, L.L.C.
|
|
Delaware
|
761
|
Equity-Lodge Venture Limited Partnership
|
|
Illinois
|
762
|
Equity-Tasman Apartments LLC
|
|
Delaware
|
763
|
ERP Holding Co., Inc.
|
|
Delaware
|
764
|
ERP Operating Limited Partnership
|
|
Illinois
|
765
|
ERP-New England Program, L.L.C.
|
|
Delaware
|
766
|
ERP-QRS Arbors, Inc.
|
|
Illinois
|
767
|
ERP-QRS BS, Inc.
|
|
Illinois
|
768
|
ERP-QRS Cedar Ridge, Inc.
|
|
Illinois
|
769
|
ERP-QRS Country Club I, Inc.
|
|
Illinois
|
770
|
ERP-QRS Country Club II, Inc.
|
|
Illinois
|
771
|
ERP-QRS Country Ridge, Inc.
|
|
Illinois
|
772
|
ERP-QRS CPRT II, Inc.
|
|
Illinois
|
773
|
ERP-QRS CPRT, Inc.
|
|
Illinois
|
774
|
ERP-QRS Emerald Place, Inc.
|
|
Illinois
|
775
|
ERP-QRS Essex Place, Inc.
|
|
Illinois
|
776
|
ERP-QRS Fairfield, Inc.
|
|
Illinois
|
777
|
ERP-QRS Flatlands, Inc.
|
|
Illinois
|
778
|
ERP-QRS Georgian Woods Annex, Inc.
|
|
Illinois
|
779
|
ERP-QRS Glenlake Club, Inc.
|
|
Illinois
|
|
Entity
|
|
Formation State
|
780
|
ERP-QRS Grove L.P., Inc.
|
|
Illinois
|
781
|
ERP-QRS Lincoln, Inc.
|
|
Delaware
|
782
|
ERP-QRS Lodge (OK), Inc.
|
|
Illinois
|
783
|
ERP-QRS Magnum, Inc.
|
|
Illinois
|
784
|
ERP-QRS MET CA, Inc.
|
|
Illinois
|
785
|
ERP-QRS Northampton I, Inc.
|
|
Illinois
|
786
|
ERP-QRS Sonterra at Foothills Ranch, Inc.
|
|
Illinois
|
787
|
ERP-QRS SWN Line, Inc.
|
|
Illinois
|
788
|
ERP-QRS Towne Centre III, Inc.
|
|
Illinois
|
789
|
ERP-QRS Towne Centre IV, Inc.
|
|
Illinois
|
790
|
ERP-Southeast Properties, L.L.C.
|
|
Georgia
|
791
|
ET 400 PAS, LLC
|
|
Delaware
|
792
|
Evans Withycombe Finance Partnership, L.P.
|
|
Delaware
|
793
|
Evans Withycombe Management, Inc.
|
|
Arizona
|
794
|
Evans Withycombe Residential, L.P.
|
|
Delaware
|
795
|
Feather River Community Rentals, L.P.
|
|
California
|
796
|
Feather River G.P. Corp.
|
|
Delaware
|
797
|
Florida Partners G.P.
|
|
Illinois
|
798
|
Fort Lewis SPE, Inc.
|
|
Delaware
|
799
|
Fox Ridge Associates, L.P.
|
|
California
|
800
|
Fox Ridge G.P. Corp.
|
|
Delaware
|
801
|
Foxwoodburg Associates, L.L.C.
|
|
Delaware
|
802
|
GC Southeast Partners, L.P.
|
|
Delaware
|
803
|
Geary Courtyard Associates
|
|
California
|
804
|
Georgian Woods Annex Associates
|
|
Maryland
|
805
|
Glenlake Club Limited Partnership
|
|
Illinois
|
806
|
Governor's Green I Trust
|
|
Delaware
|
807
|
Governor's Green II Trust
|
|
Delaware
|
808
|
Governor's Green III Trust
|
|
Delaware
|
809
|
GPT-929 House, LLC
|
|
Delaware
|
810
|
GPT-Abington Glen, LLC
|
|
Delaware
|
811
|
GPT-Abington Land, LLC
|
|
Delaware
|
812
|
GPT-Acton, LLC
|
|
Delaware
|
813
|
GPT-Briar Knoll, LLC
|
|
Delaware
|
814
|
GPT-CC, LLC
|
|
Delaware
|
815
|
GPT-Cedar Glen, LLC
|
|
Delaware
|
816
|
GPT-CG, LLC
|
|
Delaware
|
817
|
GPT-Chestnut Glen, LLC
|
|
Delaware
|
818
|
GPT-Conway Court, LLC
|
|
Delaware
|
819
|
GPT-East Haven, LLC
|
|
Delaware
|
820
|
GPT-East Providence, LLC
|
|
Delaware
|
821
|
GPT-Enfield, LLC
|
|
Delaware
|
822
|
GPT-Glen Grove, LLC
|
|
Delaware
|
823
|
GPT-Glen Meadow, LLC
|
|
Delaware
|
824
|
GPT-GOF II, LLC
|
|
Delaware
|
825
|
GPT-Gosnold Grove, LLC
|
|
Delaware
|
826
|
GPT-GPIII, LLC
|
|
Delaware
|
827
|
GPT-Heritage Green, LLC
|
|
Delaware
|
828
|
GPT-HG, LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
829
|
GPT-High Meadow, LLC
|
|
Delaware
|
830
|
GPT-Highland Glen, LLC
|
|
Delaware
|
831
|
GPT-Jaclen Tower, LLC
|
|
Delaware
|
832
|
GPT-Longfellow Glen, LLC
|
|
Delaware
|
833
|
GPT-Nehoiden Glen, LLC
|
|
Delaware
|
834
|
GPT-Noonan Glen, LLC
|
|
Delaware
|
835
|
GPT-Norton Glen, LLC
|
|
Delaware
|
836
|
GPT-Old Mill Glen, LLC
|
|
Delaware
|
837
|
GPT-Phillips Park, LLC
|
|
Delaware
|
838
|
GPT-RG Amherst, LLC
|
|
Delaware
|
839
|
GPT-RG Fall River, LLC
|
|
Delaware
|
840
|
GPT-RG Milford, LLC
|
|
Delaware
|
841
|
GPT-RG, LLC
|
|
Delaware
|
842
|
GPT-Rockingham Glen, LLC
|
|
Delaware
|
843
|
GPT-SHG, LLC
|
|
Delaware
|
844
|
GPT-Sturbridge, LLC
|
|
Delaware
|
845
|
GPT-Summer Hill Glen, LLC
|
|
Delaware
|
846
|
GPT-Webster Green, LLC
|
|
Delaware
|
847
|
GPT-West Springfield, LLC
|
|
Delaware
|
848
|
GPT-Westfield, LLC
|
|
Delaware
|
849
|
GPT-Westwood Glen, LLC
|
|
Delaware
|
850
|
GPT-WG, LLC
|
|
Delaware
|
851
|
GPT-WILG, LLC
|
|
Delaware
|
852
|
GPT-Wilkens Glen, LLC
|
|
Delaware
|
853
|
GPT-Winchester Wood, LLC
|
|
Delaware
|
854
|
GPT-Windsor, LLC
|
|
Delaware
|
855
|
GR-Cedar Glen, LP
|
|
Delaware
|
856
|
GR-Conway Court, L.P.
|
|
Delaware
|
857
|
GR-Farmington Summit, LLC
|
|
Delaware
|
858
|
GR-Heritage Court, L.L.C.
|
|
Delaware
|
859
|
GR-Highland Glen, L.P.
|
|
Delaware
|
860
|
GR-Northeast Apartments Associates, LLC
|
|
Delaware
|
861
|
GR-Rockingham Glen, L.P.
|
|
Delaware
|
862
|
GR-Summer Hill Glen, L.P.
|
|
Delaware
|
863
|
GR-Westwood Glen, L.P.
|
|
Delaware
|
864
|
GR-Wilkens Glen, L.P.
|
|
Delaware
|
865
|
Greentree Apartments Limited Partnership
|
|
Maryland
|
866
|
Greenwich Woods Associates Limited Partnership
|
|
Maryland
|
867
|
Greenworks Renewable Energy, LLC
|
|
Delaware
|
868
|
Grove Development LLC
|
|
Delaware
|
869
|
Grove Operating, L.P.
|
|
Delaware
|
870
|
Grove Rocky Hill, L.L.C.
|
|
Delaware
|
871
|
Guilford Company, Inc.
|
|
Alabama
|
872
|
HEW SUB LLC
|
|
New York
|
873
|
HEW-RAD Realty Corp.
|
|
New York
|
874
|
Hidden Lake Associates, L.P.
|
|
California
|
875
|
Hidden Lake G.P. Corp.
|
|
Delaware
|
876
|
Hunter's Glen General Partnership
|
|
Illinois
|
877
|
Kelvin Court Limited Partnership
|
|
Delaware
|
|
Entity
|
|
Formation State
|
878
|
Kingsport Apartments, L.L.C.
|
|
Virginia
|
879
|
Lake Mendota Investments LLC
|
|
Delaware
|
880
|
Lakeview Community Rentals, L.P.
|
|
California
|
881
|
Lakeview G.P. Corp.
|
|
Delaware
|
882
|
Lakewood Community Rentals G.P. Corp.
|
|
Delaware
|
883
|
Lakewood Community Rentals, L.P.
|
|
California
|
884
|
Landon Legacy Partners Limited
|
|
Texas
|
885
|
Landon Prairie Creek Partners Limited
|
|
Texas
|
886
|
Lantern Cove Associates, L.P.
|
|
California
|
887
|
Lantern Cove G.P. Corp.
|
|
Delaware
|
888
|
Lawrence Downtown Holdings, LLC
|
|
Delaware
|
889
|
Lawrence Street Borrower, LLC
|
|
Delaware
|
890
|
Lawrence Street Partners, LLC
|
|
Delaware
|
891
|
Legacy Holdings JV, LLC
|
|
Delaware
|
892
|
Lenox Place Limited Partnership
|
|
Texas
|
893
|
Lexford GP III, LLC
|
|
Florida
|
894
|
Lexford Guilford GP, LLC
|
|
Ohio
|
895
|
Lexford Guilford, Inc.
|
|
Ohio
|
896
|
Lexford Partners, L.L.C.
|
|
Ohio
|
897
|
Lexford Properties, L.P.
|
|
Ohio
|
898
|
Lincoln Herndon Residential LLC
|
|
Delaware
|
899
|
Lincoln Maples Associates LLC
|
|
Delaware
|
900
|
Linear Park, Inc.
|
|
California
|
901
|
LMI Cheshire Bridge LLC
|
|
Delaware
|
902
|
LMI Pembroke Landings LLC
|
|
Delaware
|
903
|
LMI Preston Park LLC
|
|
Delaware
|
904
|
LMI Riverbend LLC
|
|
Delaware
|
905
|
LMI Rosemont LLC
|
|
Delaware
|
906
|
LMI Windward Park LLC
|
|
Delaware
|
907
|
Lofts 590 LLC
|
|
Delaware
|
908
|
Longview Place, LLC
|
|
Delaware
|
909
|
Merry Land DownREIT I LP
|
|
Georgia
|
910
|
Mesa del Oso Associates, L.P.
|
|
California
|
911
|
Mesa del Oso G.P. Corp.
|
|
Delaware
|
912
|
Mission Verde Condominium Homeowners Association
|
|
California
|
913
|
ML North Carolina Apartments LP
|
|
Georgia
|
914
|
ML Tennessee Apartments LP
|
|
Georgia
|
915
|
Move, Inc.
|
|
Delaware
|
916
|
Mozaic Loan Acquisition, LP
|
|
Delaware
|
917
|
Multifamily Portfolio LP Limited Partnership
|
|
Delaware
|
918
|
Multifamily Portfolio Partners, Inc.
|
|
Delaware
|
919
|
Ninth Avenue and 38th Street, L.L.C.
|
|
Delaware
|
920
|
North Pier L.L.C.
|
|
Delaware
|
921
|
Oaks at Baymeadows Associates
|
|
Florida
|
922
|
OEC Holdings LLC
|
|
Delaware
|
923
|
Old Redwoods LLC
|
|
Delaware
|
924
|
One Henry Adams Owners Association
|
|
California
|
925
|
PHS SUB LLC
|
|
New York
|
926
|
PHS-HEW SUB LLC
|
|
New York
|
|
Entity
|
|
Formation State
|
927
|
Pines Whisper, LLC
|
|
Florida
|
928
|
Port Royale Holdings, LLC
|
|
Delaware
|
929
|
Potrero 1010 Owners Association
|
|
California
|
930
|
Prince George's Metro Apartments, LLC
|
|
Delaware
|
931
|
PSH Realty Corp.
|
|
New York
|
932
|
Purcel Woodward and Ames, L.L.C.
|
|
New York
|
933
|
QRS-740 River Drive, Inc.
|
|
Illinois
|
934
|
QRS-Arboretum, Inc.
|
|
Illinois
|
935
|
QRS-ArtCapLoan, Inc.
|
|
Illinois
|
936
|
QRS-Bond, Inc.
|
|
Illinois
|
937
|
QRS-Chardonnay Park, Inc.
|
|
Illinois
|
938
|
QRS-Codelle, Inc.
|
|
Illinois
|
939
|
QRS-Connor, Inc.
|
|
Illinois
|
940
|
QRS-Cove, Inc.
|
|
Illinois
|
941
|
QRS-Employer, Inc.
|
|
Delaware
|
942
|
QRS-Fancap 2000A, Inc.
|
|
Illinois
|
943
|
QRS-Fernbrook, Inc.
|
|
Illinois
|
944
|
QRS-Greentree I, Inc.
|
|
Illinois
|
945
|
QRS-LLC, Inc.
|
|
Illinois
|
946
|
QRS-Marks A, Inc.
|
|
Illinois
|
947
|
QRS-Marks B, Inc.
|
|
Illinois
|
948
|
QRS-North Hill, Inc.
|
|
Illinois
|
949
|
QRS-RWE, Inc.
|
|
Texas
|
950
|
QRS-Scarborough, Inc.
|
|
Illinois
|
951
|
QRS-Siena Terrace, Inc.
|
|
Illinois
|
952
|
QRS-Summit Center, Inc.
|
|
Illinois
|
953
|
QRS-Towers at Portside, Inc.
|
|
Illinois
|
954
|
QRS-Townhomes of Meadowbrook, Inc.
|
|
Illinois
|
955
|
QRS-Vinings at Ashley Lake, Inc.
|
|
Illinois
|
956
|
QRS-Warwick, Inc.
|
|
Illinois
|
957
|
QRS-Waterfall, Inc.
|
|
Illinois
|
958
|
Redwood Shores Owners Association
|
|
California
|
959
|
Reserve Square, Inc.
|
|
Ohio
|
960
|
Residential Insurance Agency, LLC
|
|
Delaware
|
961
|
Residential Insurance Agency, LLC
|
|
Ohio
|
962
|
Riverpark Redmond Condominium Association
|
|
Washington
|
963
|
Rosehill Pointe General Partnership
|
|
Illinois
|
964
|
San Norterra Apartments LLC
|
|
Delaware
|
965
|
Sarasota Beneva Place Associates, Ltd.
|
|
Florida
|
966
|
Schooner Bay I Associates, L.P.
|
|
California
|
967
|
Schooner Bay I G.P. Corp.
|
|
Delaware
|
968
|
Schooner Bay II Associates, L.P.
|
|
California
|
969
|
Schooner Bay II G.P. Corp.
|
|
Delaware
|
970
|
Seagull Drive Joint Venture
|
|
Florida
|
971
|
Second Country Club Associates Limited Partnership
|
|
Maryland
|
972
|
Second Georgian Woods Limited Partnership
|
|
Maryland
|
973
|
Sheffield Apartments, L.L.C.
|
|
Virginia
|
974
|
Smith Property Holdings 4411 Connecticut LLC
|
|
Delaware
|
975
|
Smith Property Holdings Alban Towers LLC
|
|
Delaware
|
|
Entity
|
|
Formation State
|
976
|
Smith Property Holdings Columbia Road LP
|
|
Delaware
|
977
|
Smith Property Holdings Cronin's Landing LP
|
|
Delaware
|
978
|
Smith Property Holdings Crystal Towers LP
|
|
Delaware
|
979
|
Smith Property Holdings Parc Vista LLC
|
|
Delaware
|
980
|
Smith Property Holdings Seven LP
|
|
Delaware
|
981
|
Smith Property Holdings Six (D.C.) LP
|
|
Delaware
|
982
|
Smith Property Holdings Three (D.C.) LP
|
|
Delaware
|
983
|
Smith Property Holdings Three LP
|
|
Delaware
|
984
|
Smith Property Holdings Two (D.C.) LP
|
|
Delaware
|
985
|
Smith Property Holdings Van Ness LP
|
|
Delaware
|
986
|
Smith Property Holdings Water Park Towers LLC
|
|
Delaware
|
987
|
Smith Property Holdings Wilson LLC
|
|
Delaware
|
988
|
Smith Realty Company
|
|
Delaware
|
989
|
Songbird General Partnership
|
|
Illinois
|
990
|
South Shore Associates, L.P.
|
|
California
|
991
|
South Shore G.P. Corp.
|
|
Delaware
|
992
|
Springbrook Land, L.L.C.
|
|
Delaware
|
993
|
Summit Center, LLC
|
|
Florida
|
994
|
Sunny Oak Village General Partnership
|
|
Illinois
|
995
|
Sunrise Village Development, LLC
|
|
Delaware
|
996
|
Sunrise Village Joint Venture, LLC
|
|
Delaware
|
997
|
Tanglewood Apartments, L.L.C.
|
|
Virginia
|
998
|
The Cleo Homeowners' Association
|
|
California
|
999
|
The Crossings Associates
|
|
Florida
|
1000
|
The Gates of Redmond, L.L.C.
|
|
Washington
|
1001
|
The Landings Holding Company, L.L.C.
|
|
New Jersey
|
1002
|
The Landings Urban Renewal Company, L.L.C.
|
|
New Jersey
|
1003
|
The Veridian at Silver Spring Metro Owners Association, Inc.
|
|
Maryland
|
1004
|
Third Greentree Associates Limited Partnership
|
|
Maryland
|
1005
|
Tierra Antigua Associates, L.P.
|
|
California
|
1006
|
Tierra Antigua G.P. Corp.
|
|
Delaware
|
1007
|
Towers at Portside Urban Renewal Company, L.L.C.
|
|
New Jersey
|
1008
|
Vinings Club at Metrowest Limited Partnership
|
|
Texas
|
1009
|
Vista Montana Park Apartments Holdings, LLC
|
|
Delaware
|
1010
|
Vista Montana Park Homes LLC
|
|
Delaware
|
1011
|
Wadlington Investments General Partnership
|
|
Illinois
|
1012
|
Wadlington, Inc.
|
|
Illinois
|
1013
|
Waterfield Square I Associates, L.P.
|
|
California
|
1014
|
Waterfield Square I G.P. Corp.
|
|
Delaware
|
1015
|
Waterfield Square II Associates, L.P.
|
|
California
|
1016
|
Waterfield Square II G.P. Corp.
|
|
Delaware
|
1017
|
Watermarke Associates
|
|
Delaware
|
1018
|
Waterton Tenside Holdings LLC
|
|
Delaware
|
1019
|
Wellsford San Tropez Corporation
|
|
Arizona
|
1020
|
Wellsford Warwick Corp.
|
|
Colorado
|
1021
|
Westchester at Town Center (Borrower) GP LLC
|
|
Delaware
|
1022
|
Westchester at Town Center (Borrower) LP
|
|
Delaware
|
1023
|
Westchester at Town Center GP LLC
|
|
Delaware
|
1024
|
Westchester at Town Center LP
|
|
Delaware
|
|
Entity
|
|
Formation State
|
1025
|
Western Hill Condominium Association
|
|
Washington
|
1026
|
Westgate Pasadena Apartments GP, LLC
|
|
Delaware
|
1027
|
Westgate Pasadena Apartments, L.P.
|
|
Delaware
|
1028
|
Westgate Pasadena, LLC
|
|
Delaware
|
1029
|
WHRP, Inc.
|
|
Maryland
|
1030
|
Willow Brook Associates, L.P.
|
|
California
|
1031
|
Willow Brook G.P. Corp.
|
|
Delaware
|
1032
|
Willow Creek Community Rentals, L.P.
|
|
California
|
1033
|
Willow Creek G.P. Corp.
|
|
Delaware
|
1034
|
Wisconsin Place Residential LLC
|
|
Delaware
|
1035
|
Wisconsin Place Retail LLC
|
|
Delaware
|
1036
|
WNY Parkland Holdings, LLC
|
|
Delaware
|
1037
|
Woodbine Properties
|
|
Missouri
|
1038
|
Woolbright Place Master Association, Inc.
|
|
Florida
|
1039
|
WP Project Developer LLC
|
|
Delaware
|
|
/s/ Ernst & Young LLP
|
|
Ernst & Young LLP
|
|
/s/ Ernst & Young LLP
|
|
Ernst & Young LLP
|
1.
|
I have reviewed this annual report on Form 10-K of Equity Residential;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ David J. Neithercut
|
|
David J. Neithercut
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Equity Residential;
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2.
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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;
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3.
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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.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Mark J. Parrell
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Mark J. Parrell
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Chief Financial Officer
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1.
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I have reviewed this annual report on Form 10-K of ERP Operating Limited Partnership;
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2.
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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;
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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
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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
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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
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David J. Neithercut
Chief Executive Officer of
Registrant's General Partner
|
|
1.
|
I have reviewed this annual report on Form 10-K of ERP Operating Limited Partnership;
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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;
|
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.
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/s/ David J. Neithercut
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David J. Neithercut
|
Chief Executive Officer
|
February 23, 2017
|
(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
|
February 23, 2017
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
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
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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