UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

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)

Maryland (Equity Residential)	13-3675988 (Equity Residential)
Illinois (ERP Operating Limited Partnership)	36-3894853 (ERP Operating Limited Partnership)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Two North Riverside Plaza, Chicago, Illinois 60606	(312) 474-1300
(Address of principal executive offices) (Zip Code)	(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 Par Value (Equity Residential)	EQR	New York Stock Exchange
7.57% Notes due August 15, 2026 (ERP Operating Limited Partnership)	N/A	New York Stock Exchange

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.

Equity Residential Yes ☒  No ☐ ERP Operating Limited Partnership Yes ☒  No ☐

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).

Equity Residential Yes ☒  No ☐ ERP Operating Limited Partnership Yes ☒  No ☐

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:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

l

ERP Operating Limited Partnership:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

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.

Equity Residential ☐ ERP Operating Limited Partnership ☐

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

Equity Residential Yes ☐  No ☒ ERP Operating Limited Partnership Yes ☐  No ☒

The number of EQR Common Shares of Beneficial Interest, $0.01 par value, outstanding on July 26, 2023 was 379,032,411.

EXPLANATORY NOTE

This report combines the reports on Form 10-Q for the quarterly period ended June 30, 2023 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, 2023 owned an approximate 96.8% ownership interest in, ERPOP. The remaining 3.2% 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:

• enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

• eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and

• creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

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.

TABLE OF CONTENTS

	PAGE
PART I.
Item 1. Financial Statements of Equity Residential:
Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	2
Consolidated Statements of Operations and Comprehensive Income for the six months and quarters ended June 30, 2023 and 2022	3
Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	5
Consolidated Statements of Changes in Equity for the six months and quarters ended June 30, 2023 and 2022	8
Financial Statements of ERP Operating Limited Partnership:
Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	10
Consolidated Statements of Operations and Comprehensive Income for the six months and quarters ended June 30, 2023 and 2022	11
Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	13
Consolidated Statements of Changes in Capital for the six months and quarters ended June 30, 2023 and 2022	16
Notes to Consolidated Financial Statements of Equity Residential and ERP Operating Limited Partnership	18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures about Market Risk	46
Item 4. Controls and Procedures	46
PART II.
Item 1. Legal Proceedings	47
Item 1A. Risk Factors	47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3. Defaults Upon Senior Securities	47
Item 4. Mine Safety Disclosures	47
Item 5. Other Information	47
Item 6. Exhibits	47

1

EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

(Unaudited)

	June 30,			December 31,
	2023			2022
ASSETS
Land	$	5,579,211		$	5,580,878
Depreciable property		22,697,597			22,334,369
Projects under development		50,916			112,940
Land held for development		61,334			60,567
Investment in real estate		28,389,058			28,088,754
Accumulated depreciation		(9,428,549	)		(9,027,850	)
Investment in real estate, net		18,960,509			19,060,904
Investments in unconsolidated entities		304,710			279,024
Cash and cash equivalents		35,701			53,869
Restricted deposits		88,941			83,303
Right-of-use assets		463,704			462,956
Other assets		292,164			278,206
Total assets	$	20,145,729		$	20,218,262
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	1,913,069		$	1,953,438
Notes, net		5,345,373			5,342,329
Line of credit and commercial paper		184,474			129,955
Accounts payable and accrued expenses		118,316			96,028
Accrued interest payable		66,238			66,310
Lease liabilities		313,866			308,748
Other liabilities		294,263			306,941
Security deposits		69,427			68,940
Distributions payable		258,841			244,621
Total liabilities		8,563,867			8,517,310
Commitments and contingencies
Redeemable Noncontrolling Interests – Operating Partnership		355,319			318,273
Equity:
Shareholders' equity:
Preferred Shares of beneficial interest, $0.01 par value;    100,000,000 shares authorized; 745,600 shares issued and    outstanding as of June 30, 2023 and December 31, 2022		37,280			37,280
Common Shares of beneficial interest, $0.01 par value;    1,000,000,000 shares authorized; 379,032,722 shares issued    and outstanding as of June 30, 2023 and 378,429,708    shares issued and outstanding as of December 31, 2022		3,790			3,784
Paid in capital		9,472,628			9,476,085
Retained earnings		1,506,460			1,658,837
Accumulated other comprehensive income (loss)		3,708			(2,547	)
Total shareholders’ equity		11,023,866			11,173,439
Noncontrolling Interests:
Operating Partnership		207,405			209,961
Partially Owned Properties		(4,728	)		(721	)
Total Noncontrolling Interests		202,677			209,240
Total equity		11,226,543			11,382,679
Total liabilities and equity	$	20,145,729		$	20,218,262

See accompanying notes

2

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)

(Unaudited)

	Six Months Ended June 30,						Quarter Ended June 30,
	2023			2022			2023			2022
REVENUES
Rental income	$	1,422,397		$	1,340,378		$	717,309		$	687,030
EXPENSES
Property and maintenance		262,350			241,229			124,771			116,355
Real estate taxes and insurance		209,749			202,538			103,080			101,850
Property management		62,145			57,306			30,679			26,559
General and administrative		35,041			33,661			18,876			16,423
Depreciation		437,185			453,767			221,355			223,806
Total expenses		1,006,470			988,501			498,761			484,993
Net gain (loss) on sales of real estate properties		100,122			107,795			(87	)		107,897
Operating income		516,049			459,672			218,461			309,934
Interest and other income		3,669			4,124			2,131			596
Other expenses		(15,559	)		(5,436	)		(6,564	)		(2,380	)
Interest:
Expense incurred, net		(131,991	)		(144,681	)		(65,590	)		(71,889	)
Amortization of deferred financing costs		(3,996	)		(4,201	)		(2,017	)		(2,124	)
Income before income and other taxes, income (loss) from    investments in unconsolidated entities and net gain (loss)    on sales of land parcels		368,172			309,478			146,421			234,137
Income and other tax (expense) benefit		(634	)		(573	)		(336	)		(291	)
Income (loss) from investments in unconsolidated entities		(2,605	)		(2,429	)		(1,223	)		(1,168	)
Net income		364,933			306,476			144,862			232,678
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership		(11,613	)		(10,027	)		(4,554	)		(7,633	)
Partially Owned Properties		(2,082	)		(1,583	)		(1,105	)		(944	)
Net income attributable to controlling interests		351,238			294,866			139,203			224,101
Preferred distributions		(1,545	)		(1,545	)		(773	)		(773	)
Net income available to Common Shares	$	349,693		$	293,321		$	138,430		$	223,328
Earnings per share – basic:
Net income available to Common Shares	$	0.92		$	0.78		$	0.37		$	0.59
Weighted average Common Shares outstanding		378,492			375,640			378,642			375,769
Earnings per share – diluted:
Net income available to Common Shares	$	0.92		$	0.78		$	0.37		$	0.59
Weighted average Common Shares outstanding		391,063			389,463			391,187			389,363

See accompanying notes

3

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

(Unaudited)

	Six Months Ended June 30,						Quarter Ended June 30,
	2023			2022			2023			2022
Comprehensive income:
Net income	$	364,933		$	306,476		$	144,862		$	232,678
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period		4,054			(1,259	)		13,834			(1,259	)
Losses reclassified into earnings from other comprehensive    income		2,201			4,881			1,106			2,456
Other comprehensive income (loss)		6,255			3,622			14,940			1,197
Comprehensive income		371,188			310,098			159,802			233,875
Comprehensive (income) attributable to Noncontrolling Interests		(13,890	)		(11,730	)		(6,135	)		(8,617	)
Comprehensive income attributable to controlling interests	$	357,298		$	298,368		$	153,667		$	225,258

See accompanying notes

4

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Six Months Ended June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	364,933		$	306,476
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		437,185			453,767
Amortization of deferred financing costs		3,996			4,201
Amortization of discounts and premiums on debt		1,740			2,891
Amortization of deferred settlements on derivative instruments		2,195			4,875
Amortization of right-of-use assets		6,357			6,103
Write-off of pursuit costs		1,993			2,515
(Income) loss from investments in unconsolidated entities		2,605			2,429
Distributions from unconsolidated entities – return on capital		290			164
Net (gain) loss on sales of real estate properties		(100,122	)		(107,795	)
Realized (gain) loss on sale of investment securities		87			(2,064	)
Compensation paid with Company Common Shares		20,845			18,600
Changes in assets and liabilities:
(Increase) decrease in other assets		(13,258	)		(2,096	)