0000906107S-3ASREX-FILING FEES000 0000906107 2025-05-13 2025-05-13 0000906107 1 2025-05-13 2025-05-13 0000906107 2 2025-05-13 2025-05-13 0000906107 3 2025-05-13 2025-05-13 0000906107 4 2025-05-13 2025-05-13 0000906107 5 2025-05-13 2025-05-13 0000906107 6 2025-05-13 2025-05-13 0000906107 10 2025-05-13 2025-05-13 0000906107 11 2025-05-13 2025-05-13 0000906107 7 2025-05-13 2025-05-13 0000906107 8 2025-05-13 2025-05-13 0000906107 9 2025-05-13 2025-05-13 iso4217:USD xbrli:shares
Exhibit 107.1
Calculation of Filing Fee Tables
Form
S-3
(Form Type)
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
 
                         
     Security
Type
 
Security
Class
Title
(1)
  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
  Proposed
Maximum
Offering
Price Per
Unit
 
 Maximum 
 Aggregate 
 Offering 
 Price 
  Fee
Rate
 
 Amount of 
 Registration 
Fee
 
Carry
Forward
Form
Type
 
Carry
Forward
File
Number
  Carry
Forward
Initial
Effective
Date
 
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
 
Newly Registered Securities
 
Equity Residential
                         
Fees to Be Paid   Equity   Common Shares of Beneficial Interest   457(r)  
(2)
 
 
(2)
 
 
(2)
 
 
(3)(4)
 
 
(3)(4)
 
  —    —    —    — 
                         
    Equity   Preferred Shares of Beneficial Interest   457(r)  
(2)
 
 
(2)
 
 
(2)
 
 
(3)(4)
 
 
(3)(4)
 
  —    —    —    — 
                         
    Equity   Depositary Shares, representing Preferred Shares   457(r)  
(2)
 
 
(2)
 
 
(2)
 
 
(3)(4)
 
 
(3)(4)
 
  —    —    —    — 
                         
    Other   Warrants   457(r)  
(2)
 
 
(2)
 
 
(2)
 
 
(3)(4)
 
 
(3)(4)
 
  —    —    —    — 
                         
    Other   Share Purchase Contracts   457(r)  
(2)
 
 
(2)
 
 
(2)
 
 
(3)(4)
 
 
(3)(4)
 
  —    —    —    — 
                         
    Debt   Guarantees of Debt Securities
(5)
  457(r)  
(2)
 
 
(2)
 
 
(2)
 
 
(3)(4)
 
 
(3)(4)
 
  —    —    —    — 
 
ERP Operating Limited Partnership
                         
Fees to Be Paid   Debt   Debt Securities
(5)
  457(r)  
(2)
 
 
(2)
 
 
(2)
 
 
(3)(4)
 
 
(3)(4)
 
  —    —    —    — 
 
Carry Forward Securities
 
Equity Residential
                         
    Equity   Common Shares of Beneficial Interest   415(a)(6)   11,259,450   —    —    —    —   
S-3ASR
 
333-190248
  July 30, 2013   $88,615
(3)
                         
    Equity   Common Shares of Beneficial Interest   415(a)(6)   11,259,450   —    —    —    —   
S-3ASR
 
333-212284
  June 28, 2016  
                         
    Equity   Common Shares of Beneficial Interest   415(a)(6)   11,259,450   —    —    —    —   
S-3ASR
 
333-231967
  June 5, 2019  
                         
    Equity   Common Shares of Beneficial Interest   415(a)(6)   11,259,450   —    —    —    —   
S-3ASR
 
333-265017
  May 17, 2022  
                         
    Equity   Common Shares of Beneficial Interest   415(a)(6)   1,740,550   —    —    —    —   
S-3ASR
 
333-265017
  May 17, 2022   $11,884
(4)
                   
    Total Offering Amounts     
(2)
 
   
(3)(4)
 
         
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets                   
                   
    Net Fee Due               
(3)(4)
 
               
 
(1)
This Registration Statement also covers delayed delivery contracts which may be issued by Equity Residential or ERP Operating Limited Partnership under which the counterparty may be required to purchase securities covered hereby. Such contracts may be issued together with the specific securities to which they relate. In addition, securities registered hereunder may be sold separately, together or as units with other securities registered hereunder.
(2)
An unspecified and indeterminate aggregate initial offering price, number or amount of securities is being registered as may from time to time be sold at indeterminate prices. Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes 13,000,000 common shares of beneficial interest of Equity Residential, of which (i) 11,259,450
common shares of beneficial interest of Equity Residential were previously registered on the prospectus supplement, dated July 31, 2013, related to the Registration Statement on Form
S-3
(Registration
No. 333-190248),
which was filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2013 (the “2013 Registration Statement”), subsequently on the prospectus supplement, dated June 29, 2016, related to the Registration Statement on Form
S-3
(Registration
No. 333-212284),
which was filed with the SEC on June 28, 2016 (the “2016 Registration Statement”), subsequently on the prospectus supplement, dated June 6, 2019, related to the Registration Statement on Form
S-3
(Registration
No. 333-231967),
which was filed with the SEC on June 5, 2019 (the “2019 Registration Statement”), and subsequently on the prospectus supplement, dated May 18, 2022, related to the expiring Registration Statement on Form
S-3
(Registration
No. 333-265017),
which was filed with the SEC on May 17, 2022 (the “Expiring Registration Statement”), and were not sold thereunder, and (ii) 1,740,550 common shares of beneficial interest of Equity Residential were previously registered on the prospectus supplement, dated May 18, 2022, related to the Expiring Registration Statement, and were not sold thereunder.
(3)
Payment of the registration fee is deferred in reliance upon Rule 456(b) and Rule 457(r) under the Securities Act. In connection with the original registration of the unsold common shares of beneficial interest on the prospectus supplement, dated July 31, 2013, related to the 2013 Registration Statement, Equity Residential paid a registration fee of $102,314, which included (i) $19,971 paid on the unsold securities registered on a prospectus supplement, dated July 18, 2011, relating to the Registration Statement on Form
S-3
(Registration
No. 333-169956),
which was filed with the SEC on October 15, 2010, based on the fee rate then in effect, and (ii) $36,825, which reflects a portion of previously paid registration fees of $61,392 paid on the unsold securities registered on a prospectus supplement, dated December 8, 2011, relating to the Registration Statement on Form
S-3
(Registration
No. 333-169956),
which was filed with the SEC on October 15, 2010, based on the fee rate then in effect. The total registration fee of $102,314 was applied to the 2016 Registration Statement and the 2019 Registration Statement, and the portion of the total registration fee of $88,615 related to the 11,259,450 unsold common shares of beneficial interest was applied to the Expiring Registration Statement and will continue to be applied to such shares in this registration statement. Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the Expiring Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
(4)
Payment of the registration fee is deferred in reliance upon Rule 456(b) and Rule 457(r) under the Securities Act. In connection with the original registration of the unsold common shares of beneficial interest on the prospectus supplement, dated May 18, 2022, related to the Expiring Registration Statement, Equity Residential paid a registration fee of $11,884 based on the fee rate then in effect. The total registration fee of $11,884 related to the 1,740,550 unsold common shares of beneficial interest will continue to be applied to such shares in this registration statement. Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the Expiring Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
(5)
Debt securities issued by ERP Operating Limited Partnership may or may not be accompanied by guarantees to be issued by Equity Residential at its sole option. Pursuant to Rule 457(n), no separate registration fee will be paid in respect of the registration of any such guarantees.