Published: 2022-07-29 16:14:34 ET

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

OR

Commission File Number: 1-12252 (Equity Residential)

Commission File Number: 0-24920 (ERP Operating Limited Partnership)

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Equity Residential:

 

l

ERP Operating Limited Partnership:

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

The number of EQR Common Shares of Beneficial Interest, $0.01 par value, outstanding on July 22, 2022 was 376,118,260.

 

 

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EXPLANATORY NOTE

This report combines the reports on Form 10-Q for the quarterly period ended June 30, 2022 of Equity Residential and ERP Operating Limited Partnership.  Unless stated otherwise or the context otherwise requires, references to “EQR” mean Equity Residential, a Maryland real estate investment trust (“REIT”), and references to “ERPOP” mean ERP Operating Limited Partnership, an Illinois limited partnership.  References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP.  References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.  The following chart illustrates the Company’s and the Operating Partnership’s corporate structure:

EQR is the general partner of, and as of June 30, 2022 owned an approximate 96.7% ownership interest in, ERPOP.  The remaining 3.3% interest is owned by limited partners.  As the sole general partner of ERPOP, EQR has exclusive control of ERPOP’s day-to-day management.  Management operates the Company and the Operating Partnership as one business.  The management of EQR consists of the same members as the management of ERPOP.

The Company is structured as an umbrella partnership REIT (“UPREIT”) and EQR contributes all net proceeds from its various equity offerings to ERPOP.  In return for those contributions, EQR receives a number of OP Units (see definition below) in ERPOP equal to the number of Common Shares it has issued in the equity offering.  The Company may acquire properties in transactions that include the issuance of OP Units as consideration for the acquired properties.  Such transactions may, in certain circumstances, enable the sellers to defer in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales.  This is one of the reasons why the Company is structured in the manner shown above.  Based on the terms of ERPOP’s partnership agreement, OP Units can be exchanged with Common Shares on a one-for-one basis because the Company maintains a one-for-one relationship between the OP Units of ERPOP issued to EQR and the outstanding Common Shares.

The Company believes that combining the reports on Form 10-Q of EQR and ERPOP into this single report provides the following benefits:

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The Company believes it is important to understand the few differences between EQR and ERPOP in the context of how EQR and ERPOP operate as a consolidated company.  All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP.  EQR’s primary function is acting as the general partner of ERPOP.  EQR also issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP.  EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.  The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures.  The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.  Except for the net proceeds from equity offerings by EQR (which are contributed to the capital of ERPOP in exchange for additional partnership interests in ERPOP (“OP Units”) (on a one-for-one Common Share per OP Unit basis) or additional preference units in ERPOP (on a one-for-one preferred share per preference unit basis)), the Operating Partnership generates all remaining capital required by the Company’s business.  These sources include the Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facility and/or commercial paper program, the issuance of secured and unsecured debt and partnership interests, and proceeds received from disposition of certain properties and joint venture interests.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership.  The limited partners of the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in the Company’s financial statements.  The noncontrolling interests in the Operating Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships.  The noncontrolling interests in the Company’s financial statements include the same noncontrolling interests at the Operating Partnership level and limited partner OP Unit holders of the Operating Partnership.  The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at the Company and Operating Partnership levels.

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity’s debt, noncontrolling interests and shareholders’ equity or partners’ capital, as applicable; and a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity.

This report also includes separate Part I, Item 4, Controls and Procedures, sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.

In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership.  In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.  Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership.

As general partner with control of ERPOP, EQR consolidates ERPOP for financial reporting purposes, and EQR essentially has no assets or liabilities other than its investment in ERPOP.  Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements.  The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.

 

 

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TABLE OF CONTENTS

 

 

 

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EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

(Unaudited)

 

 

See accompanying notes

 

 

2

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)

(Unaudited)

 

 

See accompanying notes

3

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

(Unaudited)

See accompanying notes

4

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

 

 

See accompanying notes

5

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

 

 

See accompanying notes

6

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

 

 

See accompanying notes

7

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands except per share data)

(Unaudited)

 

 

See accompanying notes

8

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Amounts in thousands except per share data)

(Unaudited)

 

 

See accompanying notes

9

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

 

 

See accompanying notes

10

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit data)

(Unaudited)

 

 

See accompanying notes

11

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)

 

 

See accompanying notes

12

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

 

 

See accompanying notes

13

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

 

 

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)

 

 

See accompanying notes

15

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Amounts in thousands except per Unit data)

(Unaudited)

 

 

See accompanying notes

16

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)

 

 

See accompanying notes

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EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.

Business

Equity Residential (“EQR”) is an S&P 500 company focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract affluent long-term renters, a business that is conducted on its behalf by ERP Operating Limited Partnership (“ERPOP”).  EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993.  References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP.  References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.  Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

EQR is the general partner of, and as of June 30, 2022 owned an approximate 96.7% ownership interest in, ERPOP.  All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP.  EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership.  The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures.  The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of June 30, 2022, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 310 properties located in 10 states and the District of Columbia consisting of 80,227 apartment units.  The ownership breakdown includes (table does not include various uncompleted development properties):

 

		Properties				Apartment Units
Wholly Owned Properties			295				77,113
Partially Owned Properties – Consolidated			15				3,114
			310				80,227

 

2.	Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included.  Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

In preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

The balance sheets at December 31, 2021 have been derived from the audited financial statements at that date but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

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For further information, including definitions of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.

Income and Other Taxes

EQR has elected to be taxed as a REIT.  This, along with the nature of the operations of its operating properties, resulted in no provision for federal income taxes at the EQR level.  In addition, ERPOP generally is not liable for federal income taxes as the partners recognize their allocable share of income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level.  Historically, the Company has generally only incurred certain state and local income, excise and franchise taxes.  The Company has elected taxable REIT subsidiary (“TRS”) status for certain of its corporate subsidiaries and, as a result, these entities will incur both federal and state income taxes on any taxable income of such entities after consideration of any net operating losses.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued an amendment to the debt and equity financial instruments standards which simplifies the accounting for convertible instruments and accounting for contracts in an entity’s own equity.  The Company adopted the standard when effective on January 1, 2022 and it had no impact on its consolidated results of operations and financial position.

In March 2020, the FASB issued an amendment to the reference rate reform standard which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting.  An example of such reform is the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.  Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform.  The new standard was effective for the Company upon issuance and elections can be made through December 31, 2022.  The Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

3.	Equity, Capital and Other Interests

The Company refers to “Common Shares” and “Units” (which refer to both OP Units and restricted units) as equity securities for EQR and “General Partner Units” and “Limited Partner Units” as equity securities for ERPOP.  To provide a streamlined and more readable presentation of the disclosures for the Company and the Operating Partnership, several sections below refer to the respective terminology for each with the same financial information and separate sections are provided, where needed, to further distinguish any differences in financial information and terminology.

The following table presents the changes in the Company’s issued and outstanding Common Shares and Units for the six months ended June 30, 2022 and 2021:

 

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		2022				2021
Common Shares
Common Shares outstanding at January 1,			375,527,195				372,302,000
Common Shares Issued:
Conversion of OP Units			31,089				1,084,023
Exercise of share options			348,510				833,669
Employee Share Purchase Plan (ESPP)			35,669				47,761
Restricted share grants, net			175,970				87,377
Common Shares outstanding at June 30,			376,118,433				374,354,830
Units
Units outstanding at January 1,			12,659,027				13,858,073
Restricted unit grants, net			223,242				155,638
Conversion of OP Units to Common Shares			(31,089	)			(1,084,023	)
Units outstanding at June 30,			12,851,180				12,929,688
Total Common Shares and Units outstanding at June 30,			388,969,613				387,284,518
Units Ownership Interest in Operating Partnership			3.3	%			3.3	%

The following table presents the changes in the Operating Partnership’s issued and outstanding General Partner Units and Limited Partner Units for the six months ended June 30, 2022 and 2021:

 

		2022				2021
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,			388,186,222				386,160,073
Issued to General Partner:
Exercise of EQR share options			348,510				833,669
EQR’s Employee Share Purchase Plan (ESPP)			35,669				47,761
EQR’s restricted share grants, net			175,970				87,377
Issued to Limited Partners:
Restricted unit grants, net			223,242				155,638
General and Limited Partner Units outstanding at June 30,			388,969,613				387,284,518
Limited Partner Units
Limited Partner Units outstanding at January 1,			12,659,027				13,858,073
Limited Partner restricted unit grants, net			223,242				155,638
Conversion of Limited Partner OP Units to EQR Common Shares			(31,089	)			(1,084,023	)
Limited Partner Units outstanding at June 30,			12,851,180				12,929,688
Limited Partner Units Ownership Interest in Operating Partnership			3.3	%			3.3	%

The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units, are collectively referred to as the “Noncontrolling Interests – Operating Partnership” and “Limited Partners Capital,” respectively, for the Company and the Operating Partnership.  Subject to certain exceptions (including the “book-up” requirements of restricted units), the Noncontrolling Interests – Operating Partnership/Limited Partners Capital may exchange their Units with EQR for Common Shares on a one-for-one basis.  The carrying value of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital (including redeemable interests) is allocated based on the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total plus the total number of Common Shares/General Partner Units.  Net income is allocated to the Noncontrolling Interests – Operating Partnership/Limited Partners Capital based on the weighted average ownership percentage during the period.

The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Noncontrolling Interests – Operating Partnership/Limited Partners Capital requesting an exchange of their Noncontrolling Interests – Operating Partnership/Limited Partners Capital with EQR.  Once the Operating Partnership elects not to redeem the Noncontrolling Interests – Operating Partnership/Limited Partners Capital for cash, EQR is obligated to deliver Common Shares to the exchanging holder of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital.

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The Noncontrolling Interests – Operating Partnership/Limited Partners Capital are classified as either mezzanine equity or permanent equity.  If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership/Limited Partners Capital are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership” and “Redeemable Limited Partners,” respectively.  Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares.  Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet.  The Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period.  EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital that are classified in permanent equity at June 30, 2022 and December 31, 2021.

The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total.  Such percentage of the total carrying value of Units/Limited Partner Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is then adjusted to the greater of carrying value or fair market value as described above.  As of June 30, 2022 and 2021, the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners have a redemption value of approximately $398.2 million and $440.1 million, respectively, which represents the value of Common Shares that would be issued in exchange for the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners.

The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners for the six months ended June 30, 2022 and 2021, respectively (amounts in thousands):

		2022				2021
Balance at January 1,		$	498,977			$	338,951
Change in market value			(98,140	)			101,966
Change in carrying value			(2,649	)			(794	)
Balance at June 30,		$	398,188			$	440,123

Net proceeds from EQR Common Share and Preferred Share (see definition below) offerings and proceeds from exercise of options for Common Shares are contributed by EQR to ERPOP.  In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the Preferred Shares issued in the equity offering).  As a result, the net proceeds from Common Shares and Preferred Shares are allocated for the Company between shareholders’ equity and Noncontrolling Interests – Operating Partnership and for the Operating Partnership between General Partner’s Capital and Limited Partners Capital to account for the change in their respective percentage ownership of the underlying equity.

The Company’s declaration of trust authorizes it to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (the “Preferred Shares”), with specific rights, preferences and other attributes as the Board of Trustees may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company’s Common Shares.

The following table presents the Company’s issued and outstanding Preferred Shares/Preference Units as of June 30, 2022 and December 31, 2021:

								Amounts in thousands
				Annual
		Call		Dividend Per				June 30,				December 31,
		Date (1)		Share/Unit (2)				2022				2021
Preferred Shares/Preference Units of beneficial interest, $0.01 par value;    100,000,000 shares authorized:
8.29% Series K Cumulative Redeemable Preferred Shares/Preference    Units; liquidation value $50 per share/unit; 745,600 shares/units issued    and outstanding as of June 30, 2022 and December 31, 2021		12/10/26		$	4.145			$	37,280			$	37,280
								$	37,280			$	37,280

(1)	On or after the call date, redeemable Preferred Shares/Preference Units may be redeemed for cash at the option of the Company or the Operating Partnership, respectively, in whole or in part, at a redemption price equal to the liquidation price per share/unit, plus accrued and

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unpaid distributions, if any.

(2)	Dividends on Preferred Shares/Preference Units are payable quarterly.

Other

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in May 2022 and expires in May 2025.  Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).

The Company has an At-The-Market (“ATM”) share offering program which allows EQR to issue Common Shares from time to time into the existing trading market at current market prices or through negotiated transactions, including under forward sale arrangements.  In May 2022, the Company replaced the prior program with a new program with the authority to issue up to 13.0 million shares as of June 30, 2022 and which extended the program maturity to May 2025. Forward sale agreements under the ATM program allow the Company, at its election, to settle the agreements by issuing Common Shares in exchange for net proceeds at the then-applicable forward sale price specified by the agreement or, alternatively, to settle the agreements in whole or in part through the delivery or receipt of Common Shares or cash.  Issuances of shares under these forward sale agreements are classified as equity transactions.  Accordingly, no amounts relating to the forward sale agreements are recorded in the consolidated financial statements until settlement occurs.  Prior to any settlements, the only impact to the consolidated financial statements is the inclusion of incremental shares, if any, within the calculation of diluted net income per share using the treasury stock method (see Note 11 for additional discussion).  The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current overnight federal funds rate and the amount of dividends paid to holders of the Company’s Common Shares over the term of the forward sale agreement.

As of June 30, 2022, the Company had entered into forward sale agreements under the prior program for a total of approximately 1.7 million Common Shares at a weighted average initial forward price per share of $83.25.  All of these forward sale agreements were entered into during the quarter ended September 30, 2021.  As of June 30, 2022, these forward sale agreements have not been settled and must be settled by March 2023.

The Company may repurchase up to 13.0 million Common Shares under its share repurchase program.  No open market repurchases have occurred since 2008, and no repurchases of any kind have occurred since February 2014.  As of June 30, 2022, EQR has remaining authorization to repurchase up to 13.0 million of its shares.  

4.	Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of June 30, 2022 and December 31, 2021 (amounts in thousands):

 

		June 30, 2022				December 31, 2021
Land		$	5,733,412			$	5,814,790
Depreciable property:
Buildings and improvements			19,654,296				19,632,284
Furniture, fixtures and equipment			2,271,136				2,220,203
In-Place lease intangibles			517,881				518,324
Projects under development:
Land			3,200				—
Construction-in-progress			61,961				24,307
Land held for development:
Land			46,160				46,160
Construction-in-progress			13,413				16,838
Investment in real estate			28,301,459				28,272,906
Accumulated depreciation			(8,740,806	)			(8,354,282	)
Investment in real estate, net		$	19,560,653			$	19,918,624

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During the six months ended June 30, 2022, the Company acquired the following from unaffiliated parties (purchase price in thousands):

 

		Properties				Apartment Units				Purchase Price
Rental Properties – Consolidated (1)			1				172			$	113,000
Total			1				172			$	113,000

 

(1)	Purchase price includes an allocation of approximately $25.3 million to land and $87.7 million to depreciable property (inclusive of capitalized closing costs).

 

During the six months ended June 30, 2022, the Company disposed of the following to unaffiliated parties (sales price in thousands):

 

		Properties				Apartment Units				Sales Price
Rental Properties – Consolidated			1				354			$	265,650
Total			1				354			$	265,650

 

The Company recognized a net gain on sales of real estate properties of approximately $107.8 million on the above sale.

 

5.	Commitments to Acquire/Dispose of Real Estate

The Company has not entered into any agreements to acquire rental properties or land parcels as of the date of filing.

The Company has entered into an agreement to dispose of the following (sales price and net book value in thousands):

 

		Properties				Apartment Units				Sales Price				Net Book Value at June 30, 2022
Rental Properties - Consolidated			1				136			$	65,500			$	41,695
Total			1				136			$	65,500			$	41,695

 

The closing of pending transactions is subject to certain conditions and restrictions; therefore, there can be no assurance that the transactions will be consummated or that the final terms will not differ in material respects from any agreements summarized above.  See Note 14 for discussion of the properties acquired or disposed of, if any, subsequent to June 30, 2022.

6.	Investments in Partially Owned Entities

The Company has invested in various entities with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated).  

Consolidated Variable Interest Entities (“VIEs”)

In accordance with accounting standards for consolidation of VIEs, the Company consolidates ERPOP on EQR’s financial statements.  As the sole general partner of ERPOP, EQR has exclusive control of ERPOP’s day-to-day management.  The limited partners are not able to exercise substantive kick-out or participating rights.  As a result, ERPOP qualifies as a VIE.  EQR has a controlling financial interest in ERPOP and, thus, is ERPOP’s primary beneficiary.  EQR has the power to direct the activities of ERPOP that most significantly impact ERPOP’s economic performance as well as the obligation to absorb losses or the right to receive benefits from ERPOP that could potentially be significant to ERPOP.  

The Company has various equity interests in certain joint ventures that have been deemed to be VIEs, and the Company is the VIEs’ primary beneficiary.  As a result, the joint ventures are required to be consolidated on the Company’s financial statements.  The following table summarizes the Company’s consolidated joint ventures as of June 30, 2022:

 

Operating Properties (1)

Project Under Development (2)

Properties

Apartment Units

Project

Apartment Units

Consolidated Joint Ventures (VIE)

15

3,114

1

312

23

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(1)

During the second quarter of 2022, the Company acquired its joint venture partner’s 25% interest in a 432-unit apartment property for $32.2 million, and the property is now wholly owned.  In connection with the buyout, the carrying amount of the Noncontrolling Interests – Partially Owned Properties totaling $4.8 million was reduced to zero and the remaining $27.4 million was recorded to paid in capital/general partner capital.

(2)	The land under this project is subject to a long-term ground lease.

The following table provides consolidated assets and liabilities related to the VIEs discussed above as of June 30, 2022 and December 31, 2021 (amounts in thousands):

 

		June 30, 2022				December 31, 2021
Consolidated Assets		$	660,062			$	912,955
Consolidated Liabilities		$	127,702			$	251,424

 

Certain consolidated joint ventures in which we have investments obtained mortgage debt to finance a portion of their activities.  The following table and information summarizes the variable rate construction mortgage debt that is non-recourse to the Company at June 30, 2022 (aggregate and amounts borrowed under loan commitments in thousands):

 

		Recently Completed Operating Property (1)				Project Under Development
Number of joint ventures with debt financing			1				1
Aggregate loan commitments		$	67,589			$	73,344
Amounts borrowed under loan commitments (2)		$	64,856			$	11,512
Maturity dates		2023				2025

 

(1)	The maturity date of the construction loan was extended on June 24, 2022 to June 25, 2023.

(2)	See Note 9 for the current period proceeds of secured conventional floating rate debt under Mortgage Notes Payable.

Investments in Unconsolidated Entities

The Company has various equity interests in certain joint ventures that are unconsolidated and accounted for using the equity method of accounting.  Most of these have been deemed to be VIEs and the Company is not the VIEs' primary beneficiary.  The remaining have been deemed not to be VIEs and the Company does not have a controlling voting interest.

The following table and information summarizes the Company’s investments in unconsolidated entities as of June 30, 2022 and December 31, 2021 (amounts in thousands except for ownership percentage):

 

		June 30, 2022				December 31, 2021				Ownership Percentage
Investments in Unconsolidated Entities:
Various Real Estate Holdings (VIE) (1)		$	36,396			$	36,024			Varies
Development Projects (VIE) (2)			110,657				72,488			62% - 90% (4)
Real Estate Technology (VIE) (3)			22,456				19,347			Varies
Other			(237	)			(411	)		Varies
Investments in Unconsolidated Entities		$	169,272			$	127,448

(1)	Represents unconsolidated interests in entities with various real estate holdings.

(2)	Represents unconsolidated interests in projects under development and land held for development.  See further discussion below.

(3)	Represents unconsolidated investments in real estate technology funds/companies.

(4)

In certain instances, the joint venture agreements contain provisions for promoted interests in favor of our joint venture partner.  If the terms of the promoted interest are attained, then our share of the proceeds from a sale or other capital event of the unconsolidated entity may be less than the indicated ownership percentage.

The following table summarizes the Company’s unconsolidated joint ventures that were deemed to be VIEs as of June 30, 2022:

 

Real Estate Holdings (1)

Projects Under Development (2)

Land Held for Development (2), (3)

Entities

Projects

Apartment Units (4)

Projects

Apartment Units (4)

Unconsolidated Joint Ventures (VIE)

2

4

1,291

2

640

(1)	Represents entities that hold various real estate investments.

(2)	Represents separate unconsolidated joint ventures for the purpose of developing multifamily rental properties.

24

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(3)	Represents separate unconsolidated joint ventures that have not yet started but are expected to start construction in 2022.  One parcel is subject to a long-term ground lease.

(4)	Represents the intended number of apartment units to be developed.

7.	Restricted Deposits

The following table presents the Company’s restricted deposits as of June 30, 2022 and December 31, 2021 (amounts in thousands):

 

		June 30, 2022				December 31, 2021
Mortgage escrow deposits:
Replacement reserves		$	11,855			$	11,156
Mortgage principal reserves/sinking funds			21,752				19,104
Mortgage escrow deposits			33,607				30,260
Restricted cash:
Tax-deferred (1031) exchange proceeds			—				166,362
Earnest money on pending acquisitions			—				2,000
Restricted deposits on real estate investments			242				284
Resident security and utility deposits			37,504				35,663
Other			2,288				1,835
Restricted cash			40,034				206,144
Restricted deposits		$	73,641			$	236,404

 

8.

Leases

Lessor Accounting

The Company is the lessor for its residential and non-residential leases and these leases are accounted for as operating leases under the lease standard.

For the six months ended June 30, 2022, approximately 97% of the Company’s total lease revenue is generated from residential apartment leases that are generally twelve months or less in length.  The residential apartment leases may include lease income related to such items as utility recoveries, parking rent, storage rent and pet rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same.  The collection of lease payments at lease commencement is probable and therefore the Company subsequently recognizes lease income over the lease term on a straight-line basis.  Residential leases are renewable upon consent of both parties on an annual or monthly basis.

For the six months ended June 30, 2022, approximately 3% of the Company’s total lease revenue is generated by non-residential leases that are generally for terms ranging between five to ten years.  The non-residential leases generally consist of ground floor retail spaces and master-leased parking garages that serve as additional amenities for our residents.  The non-residential leases may include lease income related to such items as utility recoveries, parking rent and storage rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same.  The collection of lease payments at lease commencement is probable and therefore the Company subsequently recognizes lease income over the lease term on a straight-line basis.  Non-residential leases are renewable with market-based renewal options.

The following table presents the lease income types relating to lease payments for residential and non-residential leases along with the total other rental income for the six months ended June 30, 2022 and 2021 (amounts in thousands):

 

25

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		Six Months Ended June 30, 2022												Six Months Ended June 30, 2021
Income Type		Residential Leases				Non-Residential Leases				Total				Residential Leases				Non-Residential Leases				Total
Residential and non-residential rent		$	1,192,048			$	32,095			$	1,224,143			$	1,078,304			$	31,237			$	1,109,541
Utility recoveries (RUBS income) (1)			39,583				369				39,952				36,533				330				36,863
Parking rent			21,706				202				21,908				19,890				362				20,252
Other lease revenue (2)			(889	)			(197	)			(1,086	)			(18,970	)			1,138				(17,832	)
Total lease revenue		$	1,252,448			$	32,469				1,284,917			$	1,115,757			$	33,067				1,148,824
Parking revenue											18,431												11,572
Other revenue											37,030												35,265
Total other rental income (3)											55,461												46,837
Rental income										$	1,340,378											$	1,195,661

(1)	RUBS income primarily consists of variable payments representing the recovery of utility costs from residents.

(2)	Other lease revenue consists of the revenue adjustment related to bad debt and other miscellaneous lease revenue.

(3)	Other rental income is accounted for under the revenue recognition standard.

 

The following table presents the lease income types relating to lease payments for residential and non-residential leases along with the total other rental income for the quarters ended June 30, 2022 and 2021 (amounts in thousands):

 

		Quarter Ended June 30, 2022												Quarter Ended June 30, 2021
Income Type		Residential Leases				Non-Residential Leases				Total				Residential Leases				Non-Residential Leases				Total
Residential and non-residential rent		$	605,158			$	16,221			$	621,379			$	538,649			$	15,398			$	554,047
Utility recoveries (RUBS income) (1)			19,985				188				20,173				18,579				152				18,731
Parking rent			10,923				104				11,027				10,156				95				10,251
Other lease revenue (2)			5,412				(154	)			5,258				(8,708	)			529				(8,179	)
Total lease revenue		$	641,478			$	16,359				657,837			$	558,676			$	16,174				574,850
Parking revenue											9,623												6,139
Other revenue											19,570												17,070
Total other rental income (3)											29,193												23,209
Rental income										$	687,030											$	598,059

(1)	RUBS income primarily consists of variable payments representing the recovery of utility costs from residents.

(2)	Other lease revenue consists of the revenue adjustment related to bad debt and other miscellaneous lease revenue.

(3)	Other rental income is accounted for under the revenue recognition standard.

 

The following table presents residential and non-residential accounts receivable and straight-line receivable balances for the Company’s properties as of June 30, 2022 and December 31, 2021 (amounts in thousands):

 

		Residential								Non-Residential
Balance Sheet (Other assets):		June 30, 2022				December 31, 2021				June 30, 2022				December 31, 2021
Resident/tenant accounts receivable balances		$	36,068			$	37,959			$	3,444			$	3,218
Allowance for doubtful accounts			(32,358	)			(33,121	)			(2,553	)			(2,365	)
Net receivable balances		$	3,710		(1)	$	4,838			$	891			$	853
Straight-line receivable balances		$	4,757			$	7,460			$	13,551			$	13,021

(1)	The Company held residential security deposits approximating 62.6% of the net residential receivable balance at June 30, 2022.

The following table presents residential bad debt for the Company’s properties for the six months and quarters ended June 30, 2022 and 2021 (amounts in thousands):

 

		Six Months Ended June 30,								Quarter Ended June 30,
Income Statement (Rental income):			2022				2021				2022				2021
Bad debt, net (1)		$	8,147			$	25,772			$	(1,748	)		$	12,079
% of rental income			0.6	%			2.2	%			(0.3	%)			2.1	%

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(1)	Bad debt, net benefited from additional resident payments due to governmental rental assistance programs of approximately $24.6 million and $14.8 million for the six months and quarter ended June 30, 2022, respectively.

9.

Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.  Weighted average interest rates noted below for the six months ended June 30, 2022 include the effect of any derivative instruments and amortization of premiums/discounts/OCI (other comprehensive income) on debt and derivatives.

Mortgage Notes Payable

The following table summarizes the Company’s mortgage notes payable activity for the six months ended June 30, 2022 (amounts in thousands):

 

		Mortgage notes payable, net as of December 31, 2021				Proceeds				Lump sum payoffs				Scheduled principal repayments				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Mortgage notes payable, net as of June 30, 2022
Fixed Rate Debt:
Secured – Conventional		$	1,896,472			$	—			$	(260,874	)		$	(2,985	)		$	928			$	714			$	1,634,255
Floating Rate Debt:
Secured – Conventional			59,890				14,586		(2)		—				—				—				148				74,624
Secured – Tax Exempt			234,839				—				—				—				617				69				235,525
Floating Rate Debt			294,729				14,586				—				—				617				217				310,149
Total		$	2,191,201			$	14,586			$	(260,874	)		$	(2,985	)		$	1,545			$	931			$	1,944,404

 

(1)	Represents amortization of deferred financing costs, net of debt financing costs.

(2)	See Note 6 for additional discussion of the variable rate construction mortgage debt.

 

The following table summarizes certain interest rate and maturity date information as of and for the six months ended June 30, 2022:

 

		June 30, 2022
Interest Rate Ranges		0.10% - 4.21%
Weighted Average Interest Rate		3.37%
Maturity Date Ranges		2023-2061

 

As of June 30, 2022, the Company had $250.0 million of secured debt (primarily tax-exempt bonds) subject to third-party credit enhancement.

Notes

The following table summarizes the Company’s notes activity for the six months ended June 30, 2022 (amounts in thousands):

 

		Notes, net as of December 31, 2021				Proceeds				Lump sum payoffs				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Notes, net as of June 30, 2022
Fixed Rate Debt:
Unsecured – Public		$	5,835,222			$	—			$	—			$	1,346			$	2,125			$	5,838,693

 

(1)	Represents amortization of deferred financing costs, net of debt financing costs.

 

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The following table summarizes certain interest rate and maturity date information as of and for the six months ended June 30, 2022:

 

		June 30, 2022
Interest Rate Ranges		1.85% - 7.57%
Weighted Average Interest Rate		3.60%
Maturity Date Ranges		2023-2047

 

The Company’s unsecured public notes contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios.  The Company was in compliance with its unsecured public debt covenants for the six months ended June 30, 2022.

Line of Credit and Commercial Paper

The Company has a $2.5 billion unsecured revolving credit facility maturing November 1, 2024.  The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans.  The interest rate on advances under the facility will generally be LIBOR plus a spread (currently 0.775%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125%).  Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating.  The Company did not borrow any amounts under its revolving credit facility during the six months ended June 30, 2022.

The Company has an unsecured commercial paper note program under which it may borrow up to a maximum of $1.0 billion subject to market conditions.  The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company’s other unsecured senior indebtedness.  The notes bear interest at various floating rates with a weighted average interest rate of 0.60% for the six months ended June 30, 2022 and a weighted average maturity of 12 days as of June 30, 2022.  The weighted average amount outstanding for the six months ended June 30, 2022 was approximately $186.7 million.

The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.0 billion commercial paper program along with certain other obligations.  The following table presents the availability on the Company’s unsecured revolving credit facility as of June 30, 2022 (amounts in thousands):

 

		June 30, 2022
Unsecured revolving credit facility commitment		$	2,500,000
Commercial paper balance outstanding			(185,037	)
Unsecured revolving credit facility balance outstanding			—
Other restricted amounts			(3,463	)
Unsecured revolving credit facility availability		$	2,311,500

 

Other

The following table summarizes the Company’s total debt extinguishment costs recorded as additional interest expense for the six months and quarters ended June 30, 2022 and 2021 (amounts in thousands):

 

		Six Months Ended June 30,								Quarter Ended June 30,
		2022				2021				2022				2021
Write-offs of unamortized deferred financing costs		$	92			$	264			$	92			$	—
Write-offs of unamortized (premiums)/discounts/OCI			377				—				377				—
Total		$	469			$	264			$	469			$	—

 

10.	Fair Value Measurements

The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments.  The Company, where possible, bases the fair values of its financial instruments on listed market prices and third-party quotes.  Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

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In the normal course of business, the Company is exposed to the effect of interest rate changes.  The Company may seek to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.  The Company may also use derivatives to manage commodity prices in the daily operations of the business.  

A three-level valuation hierarchy exists for disclosure of fair value measurements.  The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.  A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  The three levels are defined as follows:

•

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.

The Company’s derivative positions are valued using models developed by the respective counterparty as well as models applied internally by the Company that use as their inputs readily observable market parameters (such as forward yield curves and credit default swap data). The following table summarizes the inputs to the valuations for each type of fair value measurement:

 

Fair Value Measurement Type		Valuation Inputs
Employee holdings (other than Common Shares) within the supplemental executive retirement plan (the “SERP”)		Quoted market prices for identical assets. These holdings are included in other assets and other liabilities on the consolidated balance sheets.
Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners		Quoted market price of Common Shares.
Mortgage notes payable and private unsecured debt (including its commercial paper and line of credit, if applicable)		Indicative rates provided by lenders of similar loans.
Public unsecured notes		Quoted market prices for each underlying issuance.

The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, commercial paper, line of credit and derivative instruments), including cash and cash equivalents and other financial instruments, approximate their carrying or contract value.  The following table provides a summary of the carrying and fair values for the Company’s mortgage notes payable and unsecured debt (including its commercial paper and line of credit, if applicable) at June 30, 2022 and December 31, 2021, respectively (amounts in thousands):

 

		June 30, 2022								December 31, 2021
		Carrying Value				Estimated Fair Value (Level 2)				Carrying Value				Estimated Fair Value (Level 2)
Mortgage notes payable, net		$	1,944,404			$	1,847,010			$	2,191,201			$	2,193,689
Unsecured debt, net			6,023,639				5,693,443				6,150,252				6,798,309
Total debt, net		$	7,968,043			$	7,540,453			$	8,341,453			$	8,991,998

 

The following table summarizes the Company’s consolidated derivative instruments at June 30, 2022 (dollar amounts are in thousands):

 

		Forward Starting Swaps (1)
Current Notional Balance		$	150,000
Lowest Interest Rate			2.790	%
Highest Interest Rate			2.972	%
Maturity Date			2033

(1)	Forward Starting Swaps – Designed to partially fix interest rates in advance of planned future debt issuances.  These swaps have mandatory counterparty terminations in 2024 and are targeted for certain 2023 debt issuances.

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The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at June 30, 2022 and December 31, 2021, respectively (amounts in thousands):

 

 

								Fair Value Measurements at Reporting Date Using
Description		Balance Sheet Location		6/30/2022				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement Plan		Other Assets		$	129,067			$	129,067			$	—			$	—
Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		Other Liabilities		$	1,259			$	—			$	1,259			$	—
Supplemental Executive Retirement Plan		Other Liabilities			129,067				129,067				—				—
Total				$	130,326			$	129,067			$	1,259			$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners		Mezzanine		$	398,188			$	—			$	398,188			$	—

 

								Fair Value Measurements at Reporting Date Using
Description		Balance Sheet Location		12/31/2021				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement Plan		Other Assets		$	164,650			$	164,650			$	—			$	—
Liabilities
Supplemental Executive Retirement Plan		Other Liabilities		$	164,650			$	164,650			$	—			$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners		Mezzanine		$	498,977			$	—			$	498,977			$	—

 

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the six months ended June 30, 2022 and 2021, respectively (amounts in thousands):

 

June 30, 2022 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
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		$	(1,259	)		Interest expense		$	(4,881	)
Total		$	(1,259	)				$	(4,881	)

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June 30, 2021 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
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		$	—			Interest expense		$	(4,637	)
Total		$	—					$	(4,637	)

 

As of June 30, 2022 and December 31, 2021, there were approximately $30.6 million and $34.3 million in deferred losses, net, included in accumulated other comprehensive income (loss), respectively, related to previously settled derivative instruments, of which an estimated $8.9 million may be recognized as additional interest expense during the twelve months ending June 30, 2023.

11.	Earnings Per Share and Earnings Per Unit

Equity Residential

The following tables set forth the computation of net income per share – basic and net income per share – diluted for the Company (amounts in thousands except per share amounts):

 

		Six Months Ended June 30,								Quarter Ended June 30,
		2022				2021				2022				2021
Numerator for net income per share – basic:
Net income		$	306,476			$	388,404			$	232,678			$	328,040
Allocation to Noncontrolling Interests – Operating Partnership			(10,027	)			(13,056	)			(7,633	)			(10,913	)
Net (income) loss attributable to Noncontrolling    Interests – Partially Owned Properties			(1,583	)			(1,423	)			(944	)			(741	)
Preferred distributions			(1,545	)			(1,545	)			(773	)			(772	)
Numerator for net income per share – basic		$	293,321			$	372,380			$	223,328			$	315,614
Numerator for net income per share – diluted:
Net income		$	306,476			$	388,404			$	232,678			$	328,040
Net (income) loss attributable to Noncontrolling    Interests – Partially Owned Properties			(1,583	)			(1,423	)			(944	)			(741	)
Preferred distributions			(1,545	)			(1,545	)			(773	)			(772	)
Numerator for net income per share – diluted		$	303,348			$	385,436			$	230,961			$	326,527
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic			375,640				373,050				375,769				373,812
Effect of dilutive securities:
OP Units			11,891				12,544				11,895				12,044
Long-term compensation shares/units			1,863				1,773				1,698				1,964
ATM forward sales			69				—				1				—
Denominator for net income per share – diluted			389,463				387,367				389,363				387,820
Net income per share – basic		$	0.78			$	1.00			$	0.59			$	0.84
Net income per share – diluted		$	0.78			$	1.00			$	0.59			$	0.84

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ERP Operating Limited Partnership

The following tables set forth the computation of net income per Unit – basic and net income per Unit – diluted for the Operating Partnership (amounts in thousands except per Unit amounts):

 

		Six Months Ended June 30,								Quarter Ended June 30,
		2022				2021				2022				2021
Numerator for net income per Unit – basic and diluted:
Net income		$	306,476			$	388,404			$	232,678			$	328,040
Net (income) loss attributable to Noncontrolling    Interests – Partially Owned Properties			(1,583	)			(1,423	)			(944	)			(741	)
Allocation to Preference Units			(1,545	)			(1,545	)			(773	)			(772	)
Numerator for net income per Unit – basic and diluted		$	303,348			$	385,436			$	230,961			$	326,527
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit – basic			387,531				385,594				387,664				385,856
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting    of the Company’s long-term compensation shares/units			1,863				1,773				1,698				1,964
ATM forward sales			69				—				1				—
Denominator for net income per Unit – diluted			389,463				387,367				389,363				387,820
Net income per Unit – basic		$	0.78			$	1.00			$	0.59			$	0.84
Net income per Unit – diluted		$	0.78			$	1.00			$	0.59			$	0.84

 

12.	Commitments and Contingencies

Commitments

Real Estate Development Commitments

As of June 30, 2022, the Company has both consolidated and unconsolidated real estate projects under development.  We have entered into, and may continue in the future to enter into, joint venture agreements with third-party partners for the development of multifamily rental properties.  The joint venture agreements with each development partner include buy-sell provisions that provide the right, but not the obligation, for the Company to acquire each respective partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events described in the joint venture agreements.  See Note 6 for additional discussion.

The following table summarizes the gross remaining total project costs for the Company’s projects under development at June 30, 2022 (total project costs remaining in thousands):

 

		Projects				Apartment Units				Total Project Costs Remaining (1)
Projects Under Development
Consolidated			2				537			$	195,487
Unconsolidated			4				1,291				291,066
Total Projects Under Development			6				1,828			$	486,553

 

(1)	The Company’s share of the $486.6 million in total project costs remaining approximates $161.1 million, with the balance funded by the Company’s joint venture partners (approximately $6.3 million) and/or applicable construction loans (approximately $319.2 million).

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Other Commitments

We have entered into, and may continue in the future to enter into, real estate technology and other real estate fund investments.  At June 30, 2022, the Company has invested in eight real estate technology funds and one other real estate investment fund with aggregate remaining commitments of approximately $24.7 million.

Contingencies

Litigation and Legal Matters

The Company, as an owner of real estate, is subject to various federal, state and local laws.  Compliance by the Company with existing laws has not had a material adverse effect on the Company.  However, the Company cannot predict the impact of new or changed laws or regulations on its current properties or on properties that it may acquire in the future.

The Company does not believe there is any litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company.

 

13.	Reportable Segments

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the chief operating decision maker.  The chief operating decision maker decides how resources are allocated and assesses performance on a recurring basis at least quarterly.

The Company’s primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents.  The chief operating decision maker evaluates the Company’s operating performance geographically by market and both on a same store and non-same store basis.  While the Company does maintain a non-residential presence, it accounts for approximately 3.8% of total revenues for the six months ended June 30, 2022 and is designed as an amenity for our residential residents.  The chief operating decision maker evaluates the performance of each property on a consolidated residential and non-residential basis.  The Company’s geographic consolidated same store operating segments represent its reportable segments.

The Company’s development activities are other business activities that do not constitute an operating segment and as such, have been aggregated in the “Other” category in the tables presented below.

All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the six months and quarters ended June 30, 2022 and 2021, respectively.

The primary financial measure for the Company’s rental real estate segment is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense and 2) real estate taxes and insurance expense (all as reflected in the accompanying consolidated statements of operations and comprehensive income).  The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties.  Revenues for all leases are reflected on a straight-line basis in accordance with GAAP for the current and comparable periods.

The following table presents a reconciliation of NOI from our rental real estate for the six months and quarters ended June 30, 2022 and 2021, respectively (amounts in thousands):

 

		Six Months Ended June 30,								Quarter Ended June 30,
		2022				2021				2022				2021
Rental income		$	1,340,378			$	1,195,661			$	687,030			$	598,059
Property and maintenance expense			(241,229	)			(224,800	)			(116,355	)			(107,746	)
Real estate taxes and insurance expense			(202,538	)			(200,871	)			(101,850	)			(97,401	)
Total operating expenses			(443,767	)			(425,671	)			(218,205	)			(205,147	)
Net operating income		$	896,611			$	769,990			$	468,825			$	392,912

The following tables present NOI from our rental real estate for each segment for the six months and quarters ended June 30, 2022 and 2021, respectively, as well as total assets and capital expenditures at June 30, 2022 (amounts in thousands):

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		Six Months Ended June 30, 2022												Six Months Ended June 30, 2021
		Rental Income				Operating Expenses				NOI				Rental Income				Operating Expenses				NOI
Same store (1)
Los Angeles		$	241,119			$	72,466			$	168,653			$	213,291			$	70,202			$	143,089
Orange County			60,018				12,805				47,213				52,510				12,411				40,099
San Diego			42,410				9,555				32,855				37,928				9,176				28,752
Subtotal - Southern California			343,547				94,826				248,721				303,729				91,789				211,940
San Francisco			206,018				61,588				144,430				188,762				59,386				129,376
Washington D.C.			203,494				68,073				135,421				194,911				64,309				130,602
New York			218,855				99,705				119,150				188,676				98,235				90,441
Seattle			137,255				38,837				98,418				126,450				40,434				86,016
Boston			127,660				39,881				87,779				115,089				38,077				77,012
Denver			21,404				5,939				15,465				18,920				5,532				13,388
Total same store			1,258,233				408,849				849,384				1,136,537				397,762				738,775
Non-same store/other
Non-same store (2)			77,019				31,614				45,405				5,186				2,299				2,887
Other (3)			5,126				3,304				1,822				53,938				25,610				28,328
Total non-same store/other			82,145				34,918				47,227				59,124				27,909				31,215
Totals		$	1,340,378			$	443,767			$	896,611			$	1,195,661			$	425,671			$	769,990

 

(1)	For the six months ended June 30, 2022 and 2021, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2021, less properties subsequently sold, which represented 74,057 apartment units.

(2)	For the six months ended June 30, 2022 and 2021, non-same store primarily includes properties acquired after January 1, 2021, plus any properties in lease-up and not stabilized as of January 1, 2021.

(3)	Other includes development, other corporate operations and operations prior to disposition for properties sold.

 

		Quarter Ended June 30, 2022												Quarter Ended June 30, 2021
		Rental Income				Operating Expenses				NOI				Rental Income				Operating Expenses				NOI
Same store (1)
Los Angeles		$	125,767			$	35,692			$	90,075			$	106,873			$	34,509			$	72,364
Orange County			31,252				6,381				24,871				26,669				6,096				20,573
San Diego			21,470				4,626				16,844				19,188				4,543				14,645
Subtotal - Southern California			178,489				46,699				131,790				152,730				45,148				107,582
San Francisco			105,402				30,050				75,352				93,784				28,982				64,802
Washington D.C.			103,022				34,172				68,850				97,423				31,701				65,722
New York			112,865				48,559				64,306				94,473				48,258				46,215
Seattle			70,128				19,512				50,616				62,603				19,999				42,604
Boston			65,066				19,443				45,623				57,777				18,530				39,247
Denver			10,825				2,930				7,895				9,575				2,710				6,865
Total same store			645,797				201,365				444,432				568,365				195,328				373,037
Non-same store/other
Non-same store (2)			40,501				15,646				24,855				3,436				1,660				1,776
Other (3)			732				1,194				(462	)			26,258				8,159				18,099
Total non-same store/other			41,233				16,840				24,393				29,694				9,819				19,875
Totals		$	687,030			$	218,205			$	468,825			$	598,059			$	205,147			$	392,912

 

(1)	For the quarters ended June 30, 2022 and 2021, same store primarily includes all properties acquired or completed that were stabilized prior to April 1, 2021, less properties subsequently sold, which represented 74,057 apartment units.

(2)	For the quarters ended June 30, 2022 and 2021, non-same store primarily includes properties acquired after April 1, 2021, plus any properties in lease-up and not stabilized as of April 1, 2021.

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(3)	Other includes development, other corporate operations and operations prior to disposition for properties sold.

 

		Six Months Ended June 30, 2022
		Total Assets				Capital Expenditures
Same store (1)
Los Angeles		$	2,748,850			$	14,728
Orange County			362,679				2,643
San Diego			228,219				1,828
Subtotal - Southern California			3,339,748				19,199
San Francisco			3,114,937				13,003
Washington D.C.			3,120,459				13,391
New York			3,700,473				12,422
Seattle			2,106,727				8,761
Boston			1,708,006				9,799
Denver			482,417				562
Total same store			17,572,767				77,137
Non-same store/other
Non-same store (2)			2,421,668				6,053
Other (3)			579,910				114
Total non-same store/other			3,001,578				6,167
Totals		$	20,574,345			$	83,304

 

(1)	Same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2021, less properties subsequently sold, which represented 74,057 apartment units.

(2)	Non-same store primarily includes properties acquired after January 1, 2021, plus any properties in lease-up and not stabilized as of January 1, 2021.

(3)	Other includes development, other corporate operations and capital expenditures for properties sold.

14.	Subsequent Events

Subsequent to June 30, 2022, the Company:

•

Sold one property consisting of 455 apartment units for approximately $415.0 million;

•

Entered into $200.0 million of forward starting swaps to hedge changes in interest rates related to future taxable secured or unsecured debt issuances; and

•

Sent a redemption notice on its $500.0 million unsecured notes due in 2023. The redemption is expected to occur in the third quarter of 2022 and will be funded from disposition proceeds.

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

For further information including definitions for capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.  In addition, please refer to the Definitions section below for various capitalized terms not immediately defined in this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

 

Forward-looking statements are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These statements are based on current expectations, estimates, projections and assumptions made by management.  While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.  Many of these uncertainties and risks are difficult to predict and beyond management’s control, such as the current novel coronavirus (“COVID-19”) pandemic.  Forward-looking statements are not guarantees of future performance, results or events.  The forward-looking statements contained herein are made as of the date hereof and the Company undertakes no obligation to update or supplement these forward-looking statements.  

In addition, these forward-looking statements are subject to risks related to the COVID-19 pandemic and its accompanying variants, many of which are unknown, including the duration, severity and the extent of the adverse health impact on the general population, our residents and employees, the distribution, effectiveness and acceptance of vaccines and testing, the overall reopening progress in the cities in which we operate, the potential long-term changes in customer preferences for living in our communities and the impact of operational changes we have implemented and may implement in response to the pandemic.

Additional factors that might cause such differences are discussed in Part I of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021, particularly those under Item 1A, Risk Factors.

Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report.

Overview

 

Equity Residential (“EQR”) is committed to creating communities where people thrive.  The Company, a member of the S&P 500, is focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract affluent long-term renters.  ERP Operating Limited Partnership (“ERPOP”) is focused on conducting the multifamily property business of EQR.  EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993.  References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP.  References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.  

EQR is the general partner of, and as of June 30, 2022 owned an approximate 96.7% ownership interest in, ERPOP.  All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP.  EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership.  The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures.  The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

The Company’s corporate headquarters is located in Chicago, Illinois and the Company also operates regional property management offices in most of its markets.

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Available Information

You may access our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statements and any amendments to any of those reports/statements we file with or furnish to the Securities and Exchange Commission (“SEC”) free of charge on our website, www.equityapartments.com.  These reports/statements are made available on our website as soon as reasonably practicable after we file them with or furnish them to the SEC.  The information contained on our website, including any information referred to in this report as being available on our website, is not a part of or incorporated into this report.

Business Objectives and Operating and Investing Strategies

The Company’s and the Operating Partnership’s overall business objectives and operating and investing strategies have not changed from the information included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.

Results of Operations

2022 Transactions

In conjunction with our business objectives and operating and investing strategies, the following table provides a rollforward of the transactions that occurred during the six months ended June 30, 2022:

 

Portfolio Rollforward

($ in thousands)

 

 

Acquisitions

Dispositions

Developments

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See Notes 4 and 14 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s real estate transactions.

Future Outlook

The above 2022 guidance assumptions are based on current expectations and are forward-looking.

Comparison of the six months and quarter ended June 30, 2022 to the six months and quarter ended June 30, 2021

The following table presents a reconciliation of diluted earnings per share/unit for the six months and quarter ended June 30, 2022 as compared to the same period in 2021:

 

 

The Company’s primary financial measure for evaluating each of its apartment communities is net operating income (“NOI”).  NOI represents rental income less direct property operating expenses (including real estate taxes and insurance).  The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties.

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The following tables present reconciliations of operating income per the consolidated statements of operations to NOI, along with rental income, operating expenses and NOI per the consolidated statements of operations allocated between same store and non-same store results (amounts in thousands):

 

 

Note: See Note 13 in the Notes to Consolidated Financial Statements for detail by reportable segment/market.  Non-same store/other NOI results consist primarily of properties acquired in calendar years 2021 and 2022, operations from the Company’s development properties and operations prior to disposition from 2021 and 2022 sold properties.

See the Same Store Results section below for additional discussion of those results.

Property management expenses include off-site expenses associated with the self-management of the Company’s properties as well as management fees paid to any third-party management companies. These expenses increased approximately $6.7 million or 13.3% and approximately $2.1 million or 8.6% for the six months and quarter ended June 30, 2022, respectively, as compared to the prior year periods.  These increases are primarily attributable to increases in payroll-related costs, training/conference costs, legal and professional fees, temporary help/contractors costs and information technology-related costs.  A portion of these costs are associated with various operating initiatives such as sales-focused improvements and service enhancements that facilitate lower onsite expense growth.

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General and administrative expenses, which includes corporate operating expenses, increased approximately $3.6 million or 12.0% and approximately $1.7 million or 11.9% for the six months and quarter ended June 30, 2022, respectively, as compared to the prior year periods, primarily due to increases in payroll-related costs, legal and professional fees and training/conference costs.

Depreciation expense, which includes depreciation on non-real estate assets, increased approximately $53.1 million or 13.3% and approximately $23.1 million or 11.5% for the six months and quarter ended June 30, 2022, respectively, as compared to the prior year periods, primarily as a result of additional depreciation expense on properties acquired in 2021 and 2022 and development properties placed in service during 2021, partially offset by lower depreciation from properties sold in 2021 and 2022.

Net gain on sales of real estate properties decreased approximately $115.9 million or 51.8% and approximately $115.8 million or 51.8% for the six months and quarter ended June 30, 2022, respectively, as compared to the prior year periods, primarily as a result of a lower sales volume with the sale of one consolidated apartment property in both the six months and quarter ended June 30, 2022 as compared to the sale of five consolidated apartment properties in both the six months and quarter ended June 30, 2021.

Interest and other income decreased approximately $20.2 million or 83.0% and approximately $23.5 million or 97.5% for the six months and quarter ended June 30, 2022, respectively, as compared to the prior year periods.  These decreases are primarily due to a gain of $23.6 million on the sale of various investment securities that occurred during 2021 but not during 2022, partially offset by increases in litigation settlement proceeds that occurred during 2022 but not during 2021.

Other expenses decreased approximately $2.0 million or 27.1% and approximately $1.0 million or 28.8% for the six months and quarter ended June 30, 2022, respectively, as compared to the prior year periods, primarily due to a decline in construction defect and litigation reserves recorded between 2022 and 2021.

Interest expense, including amortization of deferred financing costs, increased approximately $10.3 million or 7.4% and approximately $5.0 million or 7.2% for the six months and quarter ended June 30, 2022, respectively, as compared to the prior year periods.  These increases are primarily due to higher overall interest rates and lower capitalized interest.  The effective interest cost on all indebtedness, excluding debt extinguishment costs/prepayment penalties, for the six months ended June 30, 2022 was 3.66% as compared to 3.54% for the prior year period, and for the quarter ended June 30, 2022 was 3.68% as compared to 3.48% for the prior year period.  The Company capitalized interest of approximately $2.3 million and $8.2 million during the six months ended June 30, 2022 and 2021, respectively, and $1.3 million and $4.4 million during the quarters ended June 30, 2022 and 2021, respectively.

Same Store Results

Properties that the Company owned and were stabilized for all of both of the six months ended June 30, 2022 and 2021 (the “Six-Month 2022 Same Store Properties”), which represented 74,057 apartment units, drove the Company’s results of operations.  Properties are considered “stabilized” when they have achieved 90% occupancy for three consecutive months.  Properties are included in same store when they are stabilized for all of the current and comparable periods presented.

The following table provides comparative total same store results and statistics for the Six-Month 2022 Same Store Properties:

 

June YTD 2022 vs. June YTD 2021

Same Store Results/Statistics Including 74,057 Same Store Apartment Units

$ in thousands (except for Average Rental Rate)

 

 

Note: Same store revenues for all leases are reflected on a straight-line basis in accordance with GAAP for the current and comparable periods.

The following table provides results and statistics related to our Residential same store operations for the six months ended June 30, 2022 and 2021:

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June YTD 2022 vs. June YTD 2021

Same Store Residential Results/Statistics by Market

 

 

Note: The above table reflects Residential same store results only.  Residential operations account for approximately 96.2% of total revenues for the six months ended June 30, 2022.

Despite geopolitical and economic uncertainties, demand to live in our apartment communities remains robust and our financial results are accelerating as we continue to capture the significant gap between existing rent levels and market rent levels.  Operating performance continues to exceed our expectations with strong demand for our apartments in all of our markets leading to high Physical Occupancy, increased pricing power and a material reduction in Leasing Concessions.  Key operating drivers for this performance during 2022 include:

In addition to these stronger fundamentals, bad debt, net has moderated in the second quarter of 2022 with improvement in resident collections primarily driven by receipt of governmental rental assistance payments on behalf of our residents.

Transaction activity has recently slowed as buyers and sellers adjust their expectations to a volatile economic climate and rising interest rates.  While this type of environment can be challenging, the Company has traditionally performed well during periods of market dislocation as we believe our lower cost of capital and flexibility in funding sources gives us a competitive advantage.

We expect elevated single family home ownership costs and positive household formation trends to buffer the impact on our business from potential economic weakness and see our affluent resident base as more resilient to rising inflation due to higher levels of disposable income and lower relative rent-to-income ratios.

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Liquidity and Capital Resources

 

With approximately $2.3 billion in readily available liquidity, a strong balance sheet, limited near-term maturities, very strong credit metrics and ample access to capital markets, the Company believes it is well positioned to meet its future obligations and opportunities.  See further discussion below and Note 14 in the Notes to Consolidated Financial Statements for discussion of events, if any, subsequent to June 30, 2022.

Statements of Cash Flows

The following table sets forth our sources and uses of cash flows for the six months ended June 30, 2022 and 2021 (amounts in thousands):

 

 

The following provides information regarding the Company’s cash flows from operating, investing and financing activities for the six months ended June 30, 2022.

Operating Activities

Our operating cash flows are primarily impacted by NOI and its components, such as Average Rental Rates, Physical Occupancy levels and operating expenses related to our properties.  Cash provided by operating activities for the six months ended June 30, 2022 as compared to the prior year period, increased by approximately $114.7 million as a direct result of the NOI and other changes discussed above in Results of Operations.

Investing Activities

Our investing cash flows are primarily impacted by our transaction activity (acquisitions/dispositions), development spend, capital expenditures and unconsolidated joint venture activity.  For the six months ended June 30, 2022, key drivers were:

Financing Activities

Our financing cash flows primarily relate to our borrowing activity (debt proceeds or repayment), distributions/dividends to shareholders and other Common Share activity.  For the six months ended June 30, 2022, key drivers were:

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Short-Term Liquidity and Cash Proceeds

The Company generally expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and scheduled unsecured note and mortgage note repayments, through its working capital, net cash provided by operating activities and borrowings under the Company’s revolving credit facility and commercial paper program.  Currently, the Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions.

The following table presents the Company’s balances for cash and cash equivalents, restricted deposits and the available borrowing capacity on its revolving credit facility as of June 30, 2022 and December 31, 2021 (amounts in thousands): 

 

 

Credit Facility and Commercial Paper Program

The Company has a $2.5 billion unsecured revolving credit facility maturing November 1, 2024.  The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans.  The interest rate on advances under the facility will generally be the London Interbank Offered Rate (“LIBOR”) plus a spread (currently 0.775%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125%).  Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating.

The unsecured revolving credit agreement contains provisions that establish a process for entering into an amendment to replace LIBOR under certain circumstances, such as the anticipated phase-out of LIBOR.

The Company may borrow up to a maximum of $1.0 billion under its commercial paper program subject to market conditions.  The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company’s other unsecured senior indebtedness.

The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.0 billion commercial paper program along with certain other obligations.  The following table presents the availability on the Company’s unsecured revolving credit facility as of July 22, 2022 (amounts in thousands):

 

 

Dividend Policy

The Company declared a dividend/distribution for the first and second quarters of 2022 of $0.625 per share/unit in each quarter, an annualized increase of 3.7% over the amount paid in 2021.  All future dividends/distributions remain subject to the discretion of the Company’s Board of Trustees.

Total dividends/distributions paid in July 2022 amounted to $242.7 million (excluding distributions on Partially Owned Properties), which consisted of certain distributions declared during the quarter ended June 30, 2022.

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Long-Term Financing and Capital Needs

The Company expects to meet its long-term liquidity requirements, such as lump sum unsecured note and mortgage debt maturities, property acquisitions and financing of development activities, through the issuance of secured and unsecured debt and equity securities (including additional OP Units), proceeds received from the disposition of certain properties and joint ventures, along with cash generated from operations after all distributions.  The Company has a significant number of unencumbered properties available to secure additional mortgage borrowings should unsecured capital be unavailable or the cost of alternative sources of capital be too high.  The value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under its unsecured notes and line of credit.  Of the $28.3 billion in investment in real estate on the Company’s balance sheet at June 30, 2022, $24.7 billion or 87.2% was unencumbered.  However, there can be no assurances that these sources of capital will be available to the Company in the future on acceptable terms or otherwise.

EQR issues equity and guarantees certain debt of the Operating Partnership from time to time.  EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.

The Company’s total debt summary schedule as of June 30, 2022 is as follows:

Debt Summary as of June 30, 2022

($ in thousands)

 

 

The Company’s long-term financing and capital needs have not changed materially from the information included in the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2021.

Definitions

The definition of certain terms described above or below are as follows:

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Critical Accounting Policies and Estimates

The Company’s and the Operating Partnership’s critical accounting policies and estimates have not changed from the information included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.

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Funds From Operations and Normalized Funds From Operations

The following is the Company’s and the Operating Partnership’s reconciliation of net income to FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units for the six months and quarters ended June 30, 2022 and 2021:

 

Funds From Operations and Normalized Funds From Operations

(Amounts in thousands)

 

 

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company’s and the Operating Partnership’s market risk has not changed materially from the amounts and information reported in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, to the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.  See Note 10 in the Notes to Consolidated Financial Statements for additional discussion of fair value measurements.

Item 4.  Controls and Procedures

Equity Residential

Effective as of June 30, 2022, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the second quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ERP Operating Limited Partnership

Effective as of June 30, 2022, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation referred to above that occurred during the second quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

As of June 30, 2022, the Company does not believe there is any litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company.

Item 1A.  Risk Factors

There have been no material changes to the risk factors that were discussed in Part I, Item 1A of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended June 30, 2022, EQR issued 24,333 Common Shares in exchange for 24,333 OP Units held by various limited partners of ERPOP.  OP Units are generally exchangeable into Common Shares on a one-for-one basis or, at the option of ERPOP, the cash equivalent thereof, at any time one year after the date of issuance.  These shares were either registered under the Securities Act of 1933, as amended (the “Securities Act”), or issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering.  In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

Item 6.  Exhibits – See the Exhibit Index.

 

 

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EXHIBIT INDEX

The exhibits listed below are filed as part of this report.  References to exhibits or other filings under the caption “Location” indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference.  The Commission file numbers for our Exchange Act filings referenced below are 1-12252 (Equity Residential) and 0-24920 (ERP Operating Limited Partnership).

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.