
6.	Investments in Partially Owned Entities

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following tables and information summarize the Company’s investments in partially owned entities as of September 30, 2016 (amounts in thousands except for property and apartment unit amounts):



	Consolidated			Unconsolidated
	(VIE)			(Non-VIE)			(VIE) (1)			Total

Total properties	18			2			—			2

Total apartment units	3,471			945			—			945

Balance sheet information at 9/30/16 (at 100%):
ASSETS
Investment in real estate	$	668,656		$	235,025		$	172,995		$	408,020
Accumulated depreciation	(220,216		)	(30,246		)	(43,169		)	(73,415		)
Investment in real estate, net	448,440			204,779			129,826			334,605
Cash and cash equivalents	19,499			8,203			17			8,220
Investments in unconsolidated entities	47,521			—			—			—
Deposits – restricted	336			262			—			262
Other assets	26,655			344			299			643
Total assets	$	542,451		$	213,588		$	130,142		$	343,730

LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable, net (2)	$	318,427		$	145,423		$	—		$	145,423
Accounts payable & accrued expenses	2,944			2,674			133			2,807
Accrued interest payable	1,085			691			—			691
Other liabilities	625			255			8			263
Security deposits	1,913			485			—			485
Total liabilities	324,994			149,528			141			149,669

Noncontrolling Interests – Partially Owned Properties/Partners' equity	4,194			60,689			86,650			147,339
Company equity/General and Limited Partners' Capital	213,263			3,371			43,351			46,722
Total equity/capital	217,457			64,060			130,001			194,061
Total liabilities and equity/capital	$	542,451		$	213,588		$	130,142		$	343,730



	Consolidated			Unconsolidated
	(VIE)			(Non-VIE)			(VIE) (1)			Total
Operating information for the nine months ended 9/30/16 (at 100%):
Operating revenue	$	70,123		$	19,917		$	3,927		$	23,844
Operating expenses	17,183			6,785			1,583			8,368

Net operating income	52,940			13,132			2,344			15,476
Property management	2,476			580			56			636
General and administrative/other	50			1			48			49
Depreciation	16,161			7,876			4,125			12,001

Operating income (loss)	34,253			4,675			(1,885		)	2,790
Interest and other income	47			—			—			—
Other expenses	(7		)	—			—			—
Interest:
Expense incurred, net	(11,073		)	(6,217		)	—			(6,217		)
Amortization of deferred financing costs	(289		)	—			—			—

Income (loss) before income and other taxes and (loss) from investments in unconsolidated entities	22,931			(1,542		)	(1,885		)	(3,427		)
Income and other tax (expense) benefit	(44		)	(13		)	—			(13		)
(Loss) from investments in unconsolidated entities	(1,091		)	—			—			—

Net income (loss)	$	21,796		$	(1,555	)	$	(1,885	)	$	(3,440	)


(1)	Includes the Company's unconsolidated interest in an entity that owns the land underlying our Wisconsin Place apartment property and owns and operates the parking facility. This entity is excluded from the property and apartment unit count.


(2)	All debt is non-recourse to the Company.

Note: The above tables exclude EQR's ownership interest in ERPOP and the Company's interests in unconsolidated joint ventures established in connection with the acquisition of certain real estate related assets from Archstone Enterprise LP (such assets are referred to herein as "Archstone"). These ventures owned certain Archstone assets and succeeded to certain residual Archstone liabilities/litigation, as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone subsidiaries. The preferred interests had an aggregate liquidation value of $41.3 million at September 30, 2016. The ventures are owned 60% by the Company. See below for further discussion.

During the nine months ended September 30, 2016, the Company and its joint venture partner sold one unconsolidated partially owned property consisting of 336 apartments units and recognized a net gain on sale of approximately $8.9 million.

Operating Properties

The Company has various equity interests in certain limited partnerships owning 17 properties containing 3,039 apartment units. Each partnership owns a multifamily property. The Company is the general partner of these limited partnerships and is responsible for managing the operations and affairs of the partnerships as well as making all decisions regarding the businesses of the partnerships. The limited partners are not able to exercise substantive kick-out or participating rights. As a result, the partnerships qualify as VIEs. The Company has a controlling financial interest in the VIEs and, thus, is the VIEs' primary beneficiary. The Company has both the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. As a result, the partnerships are required to be consolidated on the Company's balance sheet.

The Company has a 75% equity interest in the Wisconsin Place joint venture. The project contains a mixed-use site located in Chevy Chase, Maryland consisting of residential, retail, office and accessory uses, including underground parking facilities. The joint venture owns the 432 unit residential component, but has no ownership interest in the retail and office components. At September 30, 2016, the residential component had a net book value of $172.0 million. The Company is the managing member and is responsible for conducting all administrative day-to-day matters and affairs of the joint venture as well as implementing all decisions with respect to the joint venture. The limited partner is not able to exercise substantive kick-out or participating rights. As a result, the joint venture qualifies as a VIE. The Company has a controlling financial interest in the VIE and, thus, is the VIE's primary beneficiary. The Company has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance as well as the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, the entity that owns the residential component is required to be consolidated on the Company's balance sheet.

The Wisconsin Place joint venture also retains an unconsolidated interest in an entity that owns the land underlying the entire project and owns and operates the parking facility. At September 30, 2016, the basis of this investment was $47.5 million. The joint venture, as a limited partner, does not have substantive kick-out or participating rights in the entity. As a result, the entity qualifies as a VIE. The joint venture does not have a controlling financial interest in the VIE and is not the VIE's primary beneficiary. The joint venture does not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance or the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, the entity that owns the land and owns and operates the parking facility is unconsolidated and recorded using the equity method of accounting.

The Company has a 20% equity interest in each of the Nexus Sawgrass and Domain joint ventures. The Nexus Sawgrass joint venture owns a 501 unit apartment property located in Sunrise, Florida and the Company's interest had a basis of $5.3 million at September 30, 2016. The Domain joint venture owns a 444 unit apartment property located in San Jose, California and the Company's interest had a basis of $9.5 million at September 30, 2016. Nexus Sawgrass and Domain were completed and stabilized during the quarters ended September 30, 2014 and March 31, 2015, respectively. Construction on both properties was predominantly funded with long-term, non-recourse secured loans from the partner. The mortgage loan on Nexus Sawgrass has a current unconsolidated outstanding balance of $48.6 million, bears interest at 5.60% and matures January 1, 2021. The mortgage loan on Domain has a current unconsolidated outstanding balance of $96.8 million, bears interest at 5.75% and matures January 1, 2022. While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the properties and gave certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the operations. As a result, the entities do not qualify as VIEs. The Company alone does not have the power to direct the activities of the entities that most significantly impact the entities' economic performance and as a result, the entities are unconsolidated and recorded using the equity method of accounting. The Company currently has no further funding obligations related to these properties.

Other

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. As a result, ERPOP is required to be consolidated on EQR's balance sheet.

On February 27, 2013, in connection with the acquisition of Archstone, subsidiaries of the Company entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owned certain Archstone assets and succeeded to certain residual Archstone liabilities/litigation. The Residual JV is owned 60% by the Company and 40% by its joint venture partner. The Company's initial investment was $147.6 million and the Company's basis at September 30, 2016 was a net obligation of $1.4 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and its joint venture partner. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV does not qualify as a VIE. The Company alone does not have the power to direct the activities of the Residual JV that most significantly impact the Residual JV's economic performance and as a result, the Residual JV is unconsolidated and recorded using the equity method of accounting. The Residual JV has sold all of the real estate assets that were acquired as part of the acquisition of Archstone, including all of the German assets, and is in the process of winding down all remaining activities.

On February 27, 2013, in connection with the acquisition of Archstone, a subsidiary of the Company entered into a limited liability company agreement (the “Legacy JV”), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. At September 30, 2016, the remaining preferred interests had an aggregate liquidation value of $41.3 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by its joint venture partner. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and its joint venture partner. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV does not qualify as a VIE. The Company alone does not have the power to direct the activities of the Legacy JV that most significantly impact the Legacy JV's economic performance and as a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.