Cover and table of contents

Cover and table of contents

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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


☐	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:

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.


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

EQUITY RESIDENTIAL

CONSOLIDATED B****ALANCE 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

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF O****PERATIONS 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

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIO****NS 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

EQUITY RESIDENTIAL

CONSOLIDATED STATEM****ENTS 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	)
Increase (decrease) in accounts payable and accrued expenses		25,424			22,615
Increase (decrease) in accrued interest payable		(72	)		(473	)
Increase (decrease) in lease liabilities		(658	)		(817	)
Increase (decrease) in other liabilities		(8,047	)		(23,985	)
Increase (decrease) in security deposits		487			3,468
Net cash provided by operating activities		745,980			690,874
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions		(186,676	)		(113,046	)
Investment in real estate – development/other		(46,815	)		(55,491	)
Capital expenditures to real estate		(135,247	)		(83,304	)
Non-real estate capital additions		(1,043	)		(981	)
Interest capitalized for real estate and unconsolidated entities under development		(6,979	)		(2,267	)
Proceeds from disposition of real estate, net		133,916			255,922
Investments in unconsolidated entities – acquisitions		(989	)		—
Investments in unconsolidated entities – development/other		(25,413	)		(48,577	)
Distributions from unconsolidated entities – return of capital		15			9
Purchase of investment securities and other investments		(2,500	)		(1,034	)
Proceeds from sale of investment securities		452			3,434
Net cash provided by (used for) investing activities		(271,279	)		(45,335	)

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2023			2022
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	—		$	(228	)
Mortgage notes payable, net:
Proceeds		22,896			14,586
Lump sum payoffs		(64,722	)		(260,874	)
Scheduled principal repayments		(54	)		(2,985	)
Line of credit and commercial paper:
Commercial paper proceeds		2,382,619			2,836,037
Commercial paper repayments		(2,328,100	)		(2,966,121	)
Finance ground lease principal payments		(1,329	)		(1,229	)
Proceeds from Employee Share Purchase Plan (ESPP)		2,124			2,378
Proceeds from exercise of options		11,358			18,928
Payment of offering costs		—			(487	)
Other financing activities, net		(31	)		(31	)
Acquisition of Noncontrolling Interests – Partially Owned Properties		(3,737	)		(32,178	)
Contributions – Noncontrolling Interests – Partially Owned Properties		9			603
Contributions – Noncontrolling Interests – Operating Partnership		1			1
Distributions:
Common Shares		(487,483	)		(461,605	)
Preferred Shares		(2,319	)		(1,545	)
Noncontrolling Interests – Operating Partnership		(15,233	)		(15,142	)
Noncontrolling Interests – Partially Owned Properties		(3,230	)		(17,232	)
Net cash provided by (used for) financing activities		(487,231	)		(887,124	)
Net increase (decrease) in cash and cash equivalents and restricted deposits		(12,530	)		(241,585	)
Cash and cash equivalents and restricted deposits, beginning of period		137,172			360,236
Cash and cash equivalents and restricted deposits, end of period	$	124,642		$	118,651

Cash and cash equivalents and restricted deposits, end of period
Cash and cash equivalents	$	35,701		$	45,010
Restricted deposits		88,941			73,641
Total cash and cash equivalents and restricted deposits, end of period	$	124,642		$	118,651

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2023			2022
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	125,518		$	136,787
Net cash paid (received) for income and other taxes	$	911		$	687
Amortization of deferred financing costs:
Investment in real estate, net	$	(211	)	$	(253	)
Other assets	$	1,392		$	1,170
Mortgage notes payable, net	$	895		$	1,159
Notes, net	$	1,920		$	2,125
Amortization of discounts and premiums on debt:
Mortgage notes payable, net	$	616		$	1,545
Notes, net	$	1,124		$	1,346
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(6	)	$	(6	)
Accumulated other comprehensive income	$	2,201		$	4,881
Write-off of pursuit costs:
Investment in real estate, net	$	316		$	761
Investments in unconsolidated entities	$	1,111		$	1,637
Other assets	$	566		$	117
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	1,972		$	1,797
Other liabilities	$	633		$	632
Realized/unrealized (gain) loss on derivative instruments:
Other assets	$	(3,359	)	$	—
Other liabilities	$	(695	)	$	1,259
Accumulated other comprehensive income	$	4,054		$	(1,259	)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(2,988	)	$	(675	)
Investments in unconsolidated entities	$	(3,991	)	$	(1,592	)
Investments in unconsolidated entities – development/other:
Investments in unconsolidated entities	$	(24,633	)	$	(47,887	)
Other liabilities	$	(780	)	$	(690	)
Debt financing costs:
Mortgage notes payable, net	$	—		$	(228	)
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets	$	(7,105	)	$	(224	)
Lease liabilities	$	7,105		$	224
Non-cash share distribution and other transfers from unconsolidated entities:
Investments in unconsolidated entities	$	539		$	4,048
Other assets	$	(539	)	$	(4,048	)

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENT****S OF CHANGES IN EQUITY

(Amounts in thousands except per share data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2023			2022			2023			2022
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of period	$	37,280		$	37,280		$	37,280		$	37,280
Balance, end of period	$	37,280		$	37,280		$	37,280		$	37,280
COMMON SHARES, $0.01 PAR VALUE
Balance, beginning of period	$	3,784		$	3,755		$	3,789		$	3,760
Conversion of OP Units into Common Shares		2			—			—			—
Exercise of share options		2			4			—			1
Share-based employee compensation expense:
Restricted shares		2			2			1			—
Balance, end of period	$	3,790		$	3,761		$	3,790		$	3,761
PAID IN CAPITAL
Balance, beginning of period	$	9,476,085		$	9,121,122		$	9,488,320		$	9,142,969
Common Share Issuance:
Conversion of OP Units into Common Shares		4,657			1,484			986			1,310
Exercise of share options		11,356			18,924			3,246			4,583
Employee Share Purchase Plan (ESPP)		2,124			2,378			672			1,409
Share-based employee compensation expense:
Restricted shares		7,943			7,359			4,290			3,750
Share options		3,125			1,390			1,628			514
ESPP discount		398			420			138			249
Offering costs		—			(487	)		—			(373	)
Supplemental Executive Retirement Plan (SERP)		148			(269	)		(343	)		(106	)
Acquisition of Noncontrolling Interests – Partially Owned Properties		(900	)		(27,355	)		(900	)		(27,355	)
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership		(39,123	)		98,140			(33,177	)		97,201
Adjustment for Noncontrolling Interests ownership in Operating Partnership		6,815			6,632			7,768			5,587
Balance, end of period	$	9,472,628		$	9,229,738		$	9,472,628		$	9,229,738
RETAINED EARNINGS
Balance, beginning of period	$	1,658,837		$	1,827,063		$	1,619,131		$	1,661,705
Net income attributable to controlling interests		351,238			294,866			139,203			224,101
Common Share distributions		(502,070	)		(470,424	)		(251,101	)		(235,073	)
Preferred Share distributions		(1,545	)		(1,545	)		(773	)		(773	)
Balance, end of period	$	1,506,460		$	1,649,960		$	1,506,460		$	1,649,960
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period	$	(2,547	)	$	(34,272	)	$	(11,232	)	$	(31,847	)
Accumulated 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
Balance, end of period	$	3,708		$	(30,650	)	$	3,708		$	(30,650	)

DISTRIBUTIONS
Distributions declared per Common Share outstanding	$	1.325		$	1.25		$	0.6625		$	0.625

See accompanying notes

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Amounts in thousands except per share data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2023			2022			2023			2022
NONCONTROLLING INTERESTS
OPERATING PARTNERSHIP
Balance, beginning of period	$	209,961		$	214,094		$	211,718		$	217,451
Issuance of restricted units to Noncontrolling Interests		1			1			1			—
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner		(4,659	)		(1,484	)		(986	)		(1,310	)
Equity compensation associated with Noncontrolling Interests		10,867			13,159			6,213			5,361
Net income attributable to Noncontrolling Interests		11,613			10,027			4,554			7,633
Distributions to Noncontrolling Interests		(15,640	)		(15,488	)		(7,736	)		(7,593	)
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership		2,077			2,649			1,409			371
Adjustment for Noncontrolling Interests ownership in Operating Partnership		(6,815	)		(6,632	)		(7,768	)		(5,587	)
Balance, end of period	$	207,405		$	216,326		$	207,405		$	216,326
PARTIALLY OWNED PROPERTIES
Balance, beginning of period	$	(721	)	$	18,166		$	(2,553	)	$	3,415
Net income attributable to Noncontrolling Interests		2,082			1,583			1,105			944
Contributions by Noncontrolling Interests		9			603			9			157
Distributions to Noncontrolling Interests		(3,261	)		(17,263	)		(452	)		(1,427	)
Acquisition of Noncontrolling Interests – Partially Owned Properties		(2,837	)		(4,823	)		(2,837	)		(4,823	)
Balance, end of period	$	(4,728	)	$	(1,734	)	$	(4,728	)	$	(1,734	)

See accompanying notes

ERP OPERATING LI****MITED PARTNERSHIP

CONSOLIDATED B****ALANCE SHEETS

(Amounts in thousands)

(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 CAPITAL
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 Limited Partners		355,319			318,273
Capital:
Partners’ Capital:
Preference Units		37,280			37,280
General Partner		10,982,878			11,138,706
Limited Partners		207,405			209,961
Accumulated other comprehensive income (loss)		3,708			(2,547	)
Total partners’ capital		11,231,271			11,383,400
Noncontrolling Interests – Partially Owned Properties		(4,728	)		(721	)
Total capital		11,226,543			11,382,679
Total liabilities and capital	$	20,145,729		$	20,218,262

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERA****TIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit 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 – Partially Owned Properties		(2,082	)		(1,583	)		(1,105	)		(944	)
Net income attributable to controlling interests	$	362,851		$	304,893		$	143,757		$	231,734
ALLOCATION OF NET INCOME:
Preference Units	$	1,545		$	1,545		$	773		$	773

General Partner	$	349,693		$	293,321		$	138,430		$	223,328
Limited Partners		11,613			10,027			4,554			7,633
Net income available to Units	$	361,306		$	303,348		$	142,984		$	230,961

Earnings per Unit – basic:
Net income available to Units	$	0.92		$	0.78		$	0.37		$	0.59
Weighted average Units outstanding		389,942			387,531			390,032			387,664

Earnings per Unit – diluted:
Net income available to Units	$	0.92		$	0.78		$	0.37		$	0.59
Weighted average Units outstanding		391,063			389,463			391,187			389,363

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIO****NS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit 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 – Partially Owned Properties		(2,082	)		(1,583	)		(1,105	)		(944	)
Comprehensive income attributable to controlling interests	$	369,106		$	308,515		$	158,697		$	232,931

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STA****TEMENTS 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	)
Increase (decrease) in accounts payable and accrued expenses		25,424			22,615
Increase (decrease) in accrued interest payable		(72	)		(473	)
Increase (decrease) in lease liabilities		(658	)		(817	)
Increase (decrease) in other liabilities		(8,047	)		(23,985	)
Increase (decrease) in security deposits		487			3,468
Net cash provided by operating activities		745,980			690,874
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions		(186,676	)		(113,046	)
Investment in real estate – development/other		(46,815	)		(55,491	)
Capital expenditures to real estate		(135,247	)		(83,304	)
Non-real estate capital additions		(1,043	)		(981	)
Interest capitalized for real estate and unconsolidated entities under development		(6,979	)		(2,267	)
Proceeds from disposition of real estate, net		133,916			255,922
Investments in unconsolidated entities – acquisitions		(989	)		—
Investments in unconsolidated entities – development/other		(25,413	)		(48,577	)
Distributions from unconsolidated entities – return of capital		15			9
Purchase of investment securities and other investments		(2,500	)		(1,034	)
Proceeds from sale of investment securities		452			3,434
Net cash provided by (used for) investing activities		(271,279	)		(45,335	)

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2023			2022
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt financing costs	$	—		$	(228	)
Mortgage notes payable, net:
Proceeds		22,896			14,586
Lump sum payoffs		(64,722	)		(260,874	)
Scheduled principal repayments		(54	)		(2,985	)
Line of credit and commercial paper:
Commercial paper proceeds		2,382,619			2,836,037
Commercial paper repayments		(2,328,100	)		(2,966,121	)
Finance ground lease principal payments		(1,329	)		(1,229	)
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)		2,124			2,378
Proceeds from exercise of EQR options		11,358			18,928
Payment of offering costs		—			(487	)
Other financing activities, net		(31	)		(31	)
Acquisition of Noncontrolling Interests – Partially Owned Properties		(3,737	)		(32,178	)
Contributions – Noncontrolling Interests – Partially Owned Properties		9			603
Contributions – Limited Partners		1			1
Distributions:
OP Units – General Partner		(487,483	)		(461,605	)
Preference Units		(2,319	)		(1,545	)
OP Units – Limited Partners		(15,233	)		(15,142	)
Noncontrolling Interests – Partially Owned Properties		(3,230	)		(17,232	)
Net cash provided by (used for) financing activities		(487,231	)		(887,124	)
Net increase (decrease) in cash and cash equivalents and restricted deposits		(12,530	)		(241,585	)
Cash and cash equivalents and restricted deposits, beginning of period		137,172			360,236
Cash and cash equivalents and restricted deposits, end of period	$	124,642		$	118,651

Cash and cash equivalents and restricted deposits, end of period
Cash and cash equivalents	$	35,701		$	45,010
Restricted deposits		88,941			73,641
Total cash and cash equivalents and restricted deposits, end of period	$	124,642		$	118,651

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2023			2022
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	125,518		$	136,787
Net cash paid (received) for income and other taxes	$	911		$	687
Amortization of deferred financing costs:
Investment in real estate, net	$	(211	)	$	(253	)
Other assets	$	1,392		$	1,170
Mortgage notes payable, net	$	895		$	1,159
Notes, net	$	1,920		$	2,125
Amortization of discounts and premiums on debt:
Mortgage notes payable, net	$	616		$	1,545
Notes, net	$	1,124		$	1,346
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(6	)	$	(6	)
Accumulated other comprehensive income	$	2,201		$	4,881
Write-off of pursuit costs:
Investment in real estate, net	$	316		$	761
Investments in unconsolidated entities	$	1,111		$	1,637
Other assets	$	566		$	117
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$	1,972		$	1,797
Other liabilities	$	633		$	632
Realized/unrealized (gain) loss on derivative instruments:
Other assets	$	(3,359	)	$	—
Other liabilities	$	(695	)	$	1,259
Accumulated other comprehensive income	$	4,054		$	(1,259	)
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(2,988	)	$	(675	)
Investments in unconsolidated entities	$	(3,991	)	$	(1,592	)
Investments in unconsolidated entities – development/other:
Investments in unconsolidated entities	$	(24,633	)	$	(47,887	)
Other liabilities	$	(780	)	$	(690	)
Debt financing costs:
Mortgage notes payable, net	$	—		$	(228	)
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets	$	(7,105	)	$	(224	)
Lease liabilities	$	7,105		$	224
Non-cash share distribution and other transfers from unconsolidated entities:
Investments in unconsolidated entities	$	539		$	4,048
Other assets	$	(539	)	$	(4,048	)

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT****S OF CHANGES IN CAPITAL

(Amounts in thousands except per Unit data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2023			2022			2023			2022
PARTNERS’ CAPITAL
PREFERENCE UNITS
Balance, beginning of period	$	37,280		$	37,280		$	37,280		$	37,280
Balance, end of period	$	37,280		$	37,280		$	37,280		$	37,280
GENERAL PARTNER
Balance, beginning of period	$	11,138,706		$	10,951,940		$	11,111,240		$	10,808,434
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner		4,659			1,484			986			1,310
Exercise of EQR share options		11,358			18,928			3,246			4,584
EQR’s Employee Share Purchase Plan (ESPP)		2,124			2,378			672			1,409
Share-based employee compensation expense:
EQR restricted shares		7,945			7,361			4,291			3,750
EQR share options		3,125			1,390			1,628			514
EQR ESPP discount		398			420			138			249
Net income available to Units – General Partner		349,693			293,321			138,430			223,328
OP Units – General Partner distributions		(502,070	)		(470,424	)		(251,101	)		(235,073	)
Offering costs		—			(487	)		—			(373	)
Supplemental Executive Retirement Plan (SERP)		148			(269	)		(343	)		(106	)
Acquisition of Noncontrolling Interests – Partially Owned Properties		(900	)		(27,355	)		(900	)		(27,355	)
Change in market value of Redeemable Limited Partners		(39,123	)		98,140			(33,177	)		97,201
Adjustment for Limited Partners ownership in Operating Partnership		6,815			6,632			7,768			5,587
Balance, end of period	$	10,982,878		$	10,883,459		$	10,982,878		$	10,883,459
LIMITED PARTNERS
Balance, beginning of period	$	209,961		$	214,094		$	211,718		$	217,451
Issuance of restricted units to Limited Partners		1			1			1			—
Conversion of OP Units held by Limited Partners into OP Units held by General Partner		(4,659	)		(1,484	)		(986	)		(1,310	)
Equity compensation associated with Units – Limited Partners		10,867			13,159			6,213			5,361
Net income available to Units – Limited Partners		11,613			10,027			4,554			7,633
Units – Limited Partners distributions		(15,640	)		(15,488	)		(7,736	)		(7,593	)
Change in carrying value of Redeemable Limited Partners		2,077			2,649			1,409			371
Adjustment for Limited Partners ownership in Operating Partnership		(6,815	)		(6,632	)		(7,768	)		(5,587	)
Balance, end of period	$	207,405		$	216,326		$	207,405		$	216,326
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period	$	(2,547	)	$	(34,272	)	$	(11,232	)	$	(31,847	)
Accumulated 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
Balance, end of period	$	3,708		$	(30,650	)	$	3,708		$	(30,650	)

DISTRIBUTIONS
Distributions declared per Unit outstanding	$	1.325		$	1.25		$	0.6625		$	0.625

See accompanying notes

ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)


	Six Months Ended June 30,						Quarter Ended June 30,
	2023			2022			2023			2022
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of period	$	(721	)	$	18,166		$	(2,553	)	$	3,415
Net income attributable to Noncontrolling Interests		2,082			1,583			1,105			944
Contributions by Noncontrolling Interests		9			603			9			157
Distributions to Noncontrolling Interests		(3,261	)		(17,263	)		(452	)		(1,427	)
Acquisition of Noncontrolling Interests – Partially Owned Properties		(2,837	)		(4,823	)		(2,837	)		(4,823	)
Balance, end of period	$	(4,728	)	$	(1,734	)	$	(4,728	)	$	(1,734	)

See accompanying notes

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, 2023 owned an approximate 96.8% 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, 2023, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 304 properties located in 10 states and the District of Columbia consisting of 80,212 apartment units. The ownership breakdown includes (table does not include any uncompleted development properties):


	Properties		Apartment Units
Wholly Owned Properties		289		76,986
Partially Owned Properties – Consolidated		15		3,226
		304		80,212

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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

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, 2022 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.

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, 2022.

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. The new standard was effective for the Company upon issuance and elections could be made through December 31, 2024. The Company elected to apply the hedge accounting expedients and 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.

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, 2023 and 2022:


	2023			2022
Common Shares
Common Shares outstanding at January 1,		378,429,708			375,527,195
Common Shares Issued:
Conversion of OP Units		180,629			31,089
Exercise of share options		232,317			348,510
Employee Share Purchase Plan (ESPP)		40,346			35,669
Restricted share grants, net		149,722			175,970
Common Shares outstanding at June 30,		379,032,722			376,118,433
Units
Units outstanding at January 1,		12,429,737			12,659,027
Restricted unit grants, net		166,344			223,242
Conversion of OP Units to Common Shares		(180,629	)		(31,089	)
Units outstanding at June 30,		12,415,452			12,851,180
Total Common Shares and Units outstanding at June 30,		391,448,174			388,969,613
Units Ownership Interest in Operating Partnership		3.2	%		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, 2023 and 2022:


	2023			2022
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,		390,859,445			388,186,222
Issued to General Partner:
Exercise of EQR share options		232,317			348,510
EQR’s Employee Share Purchase Plan (ESPP)		40,346			35,669
EQR’s restricted share grants, net		149,722			175,970
Issued to Limited Partners:
Restricted unit grants, net		166,344			223,242
General and Limited Partner Units outstanding at June 30,		391,448,174			388,969,613
Limited Partner Units
Limited Partner Units outstanding at January 1,		12,429,737			12,659,027
Limited Partner restricted unit grants, net		166,344			223,242
Conversion of Limited Partner OP Units to EQR Common Shares		(180,629	)		(31,089	)
Limited Partner Units outstanding at June 30,		12,415,452			12,851,180
Limited Partner Units Ownership Interest in Operating Partnership		3.2	%		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.

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, 2023 and December 31, 2022.

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, 2023 and 2022, the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners have a redemption value of approximately $355.3 million and $398.2 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, 2023 and 2022, respectively (amounts in thousands):


	2023			2022
Balance at January 1,	$	318,273		$	498,977
Change in market value		39,123			(98,140	)
Change in carrying value		(2,077	)		(2,649	)
Balance at June 30,	$	355,319		$	398,188

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, 2023 and December 31, 2022:


				Amounts in thousands
		Annual
	Call	Dividend Per		June 30,		December 31,
	Date (1)	Share/Unit (2)		2023		2022
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, 2023 and December 31, 2022	12/10/2026	$	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 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. The current program matures in May 2025 and gives us the authority to issue up to 13.0 million shares, all of which remain available for issuance as of June 30, 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. As of June 30, 2023, EQR has remaining authorization to repurchase up to 13.0 million of its shares.

ERPOP issued $0.9 million of 3.00% Series Q Cumulative Redeemable Preference Units (the "Series Q Preference Units") in the second quarter of 2023 in connection with the buyout of the noncontrolling interest in a consolidated operating property (see Note 6 for additional discussion). The 933,454 Series Q Preference Units have a liquidation value of $1.00 per unit and pay distributions quarterly

at the annual rate of $0.03 per unit. The Series Q Preference Units can be redeemed for, at EQR's/ERPOP's option, Common Shares, OP Units and/or cash upon the occurrence of specific events laid out in the agreement. If redeemed for Common Shares or OP Units, the number of shares/units issued is based on the Common Share price. The Series Q Preference Units increased the balance of Noncontrolling Interests - Partially Owned Properties in the consolidated balance sheets.

Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of June 30, 2023 and December 31, 2022 (amounts in thousands):


	June 30, 2023			December 31, 2022
Land	$	5,579,211		$	5,580,878
Depreciable property:
Buildings and improvements		19,702,354			19,471,503
Furniture, fixtures and equipment		2,479,945			2,352,050
In-Place lease intangibles		515,298			510,816
Projects under development:
Land		3,200			3,201
Construction-in-progress		47,716			109,739
Land held for development:
Land		46,160			46,160
Construction-in-progress		15,174			14,407
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

During the six months ended June 30, 2023, the Company acquired the following from unaffiliated parties (purchase price in thousands):


	Properties		Apartment Units		Purchase Price
Rental Properties – Consolidated (1)		2		549	$	186,600
Total		2		549	$	186,600

(1)

Purchase price includes an allocation of approximately $19.3 million to land and $167.4 million to depreciable property (inclusive of capitalized closing costs).

During the six months ended June 30, 2023, the Company disposed of the following to unaffiliated parties (sales price and net gain in thousands):


	Properties		Apartment Units		Sales Price		Net Gain
Rental Properties – Consolidated		7		247	$	135,300	$	100,122
Total		7		247	$	135,300	$	100,122

Commitments to Acquire/Dispose of Real Estate

The Company has entered into an agreement to acquire the following (purchase price in thousands):


	Properties		Apartment Units		Purchase Price
Rental Properties – Consolidated		1		290	$	93,000
Total		1		290	$	93,000

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, 2023
Rental Properties - Consolidated		1		166	$	60,100	$	31,305
Total		1		166	$	60,100	$	31,305

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, 2023.

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, 2023:


	Operating Properties (1), (2)
	Properties		Apartment Units
Consolidated Joint Ventures (VIE)		15		3,226

(1)

During the second quarter of 2023, the Company acquired its joint venture partner's 10% interest in a 200-unit apartment property for $4.6 million, of which the Company paid $3.7 million in cash and ERPOP issued $0.9 million of 3.00% Series Q Preference Units (see Note 3 for additional discussion). The property is now wholly owned. In connection with the buyout, the carrying amount of the Noncontrolling Interests – Partially Owned Properties totaling $3.7 million was reduced to zero and the remaining $0.9 million was recorded to paid in capital/general partner capital. The Company also repaid $64.7 million of mortgage debt at par prior to maturity in conjunction with the buyout.

(2)

The land parcel under one of the projects is subject to a long-term ground lease.

The following table provides consolidated assets and liabilities related to the Company's VIEs as of June 30, 2023 and December 31, 2022 (amounts in thousands):


	June 30, 2023		December 31, 2022
Consolidated Assets	$	579,832	$	691,880
Consolidated Liabilities	$	107,228	$	158,932

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, 2023 (aggregate and amounts borrowed under loan commitments in thousands):


	Recently Completed Operating Property
Number of joint ventures with debt financing		1
Aggregate loan commitments	$	73,344
Amounts borrowed under loan commitments (1)	$	67,876
Maturity dates	2025

(1)

See Note 9 for the proceeds of secured conventional floating rate debt under Mortgage Notes Payable and Note 14 for discussion of the loan repayment subsequent to June 30, 2023.

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, 2023 and December 31, 2022 (amounts in thousands except for ownership percentage):


	June 30, 2023			December 31, 2022			Ownership Percentage
Investments in Unconsolidated Entities:
Various Real Estate Holdings (VIE)	$	36,873		$	35,974		Varies
Projects Under Development and Land Held for Development (VIE)		242,391			218,043		62% - 95% (1)
Real Estate Technology Funds/Companies (VIE)		25,695			25,249		Varies
Other		(249	)		(242	)	Varies
Investments in Unconsolidated Entities	$	304,710		$	279,024

(1)

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, 2023:


	Real Estate Holdings (1)		Projects Under Development (2), (5)				Projects Held for Development (2), (3)
	Entities		Projects		Apartment Units (4)		Projects		Apartment Units (4)
Unconsolidated Joint Ventures (VIE)		2		6		1,982		4		1,334

(1)

Represents entities that hold various real estate investments.

(2)

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

(3)

Represents separate unconsolidated joint ventures that have not yet started.

(4)

Represents the intended number of apartment units to be developed.

(5)

The land parcel under one of the projects is subject to a long-term ground lease.

New Development Joint Ventures

The following table provides information on total unconsolidated development joint ventures entered into during the six months ended June 30, 2023 (amounts in thousands except for number of unconsolidated joint ventures and apartment units):


Number of unconsolidated joint ventures (1)		1
Apartment units (2)		368
Investments in unconsolidated entities – acquisitions	$	989

(1)

The entities qualify as VIEs, but the Company is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the VIE’s performance. Therefore, the entities are unconsolidated and recorded using the equity method of accounting. See Note 2 of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022 for additional discussion.

(2)

Represents the intended number of apartment units to be developed.

Restricted Deposits

The following table presents the Company’s restricted deposits as of June 30, 2023 and December 31, 2022 (amounts in thousands):


	June 30, 2023		December 31, 2022
Mortgage escrow deposits:
Replacement reserves	$	13,440	$	12,549
Mortgage principal reserves/sinking funds		28,802		25,304
Mortgage escrow deposits		42,242		37,853
Restricted cash:
Earnest money on pending acquisitions		4,000		4,500
Restricted deposits on real estate investments		225		229
Resident security and utility deposits		39,504		38,432
Other		2,970		2,289
Restricted cash		46,699		45,450
Restricted deposits	$	88,941	$	83,303

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.

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, 2023 and 2022 (amounts in thousands):


	Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
Income Type	Residential Leases			Non-Residential Leases		Total			Residential Leases			Non-Residential Leases			Total
Residential and non-residential rent	$	1,276,338		$	31,973	$	1,308,311		$	1,194,087		$	32,095		$	1,226,182
Utility recoveries (RUBS income) (1)		42,786			419		43,205			39,583			369			39,952
Parking rent		21,893			225		22,118			21,706			202			21,908
Other lease revenue (2)		(13,420	)		734		(12,686	)		(889	)		(197	)		(1,086	)
Total lease revenue	$	1,327,597		$	33,351		1,360,948		$	1,254,487		$	32,469			1,286,956
Parking revenue							20,395									18,431
Other revenue							41,054									34,991
Total other rental income (3)							61,449									53,422
Rental income						$	1,422,397								$	1,340,378

(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, 2023 and 2022 (amounts in thousands):


	Quarter Ended June 30, 2023								Quarter Ended June 30, 2022
Income Type	Residential Leases			Non-Residential Leases		Total			Residential Leases		Non-Residential Leases			Total
Residential and non-residential rent	$	641,586		$	15,987	$	657,573		$	606,307	$	16,221		$	622,528
Utility recoveries (RUBS income) (1)		21,403			212		21,615			19,985		188			20,173
Parking rent		11,011			116		11,127			10,923		104			11,027
Other lease revenue (2)		(5,831	)		65		(5,766	)		5,412		(154	)		5,258
Total lease revenue	$	668,169		$	16,380		684,549		$	642,627	$	16,359			658,986
Parking revenue							10,192								9,623
Other revenue							22,568								18,421
Total other rental income (3)							32,760								28,044
Rental income						$	717,309							$	687,030

(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, 2023 and December 31, 2022 (amounts in thousands):


	Residential						Non-Residential
Balance Sheet (Other assets):	June 30, 2023			December 31, 2022			June 30, 2023			December 31, 2022
Resident/tenant accounts receivable balances	$	27,098		$	35,688		$	2,382		$	2,820
Allowance for doubtful accounts		(22,609	)		(31,405	)		(1,383	)		(2,152	)
Net receivable balances	$	4,489		$	4,283		$	999		$	668

Straight-line receivable balances	$	7,072		$	4,398		$	13,562		$	13,795

The following table presents residential bad debt for the Company’s properties for the six months and quarters ended June 30, 2023 and 2022 (amounts in thousands):


	Six Months Ended June 30,						Quarter Ended June 30,
Income Statement (Rental income):	2023			2022			2023			2022
Bad debt, net (1)	$	19,820		$	8,147		$	9,065		$	(1,748	)
% of rental income		1.4	%		0.6	%		1.3	%		(0.3	%)

(1)

Bad debt, net benefited from additional resident payments due to governmental rental assistance programs of approximately $1.8 million and $25.1 million for the six months ended June 30, 2023 and 2022, respectively, and $0.7 million and $15.0 million for the quarters ended June 30, 2023 and 2022, respectively.

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, 2023 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, 2023 (amounts in thousands):


	Mortgage notes payable, net as of December 31, 2022		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, 2023
Fixed Rate Debt:
Secured – Conventional	$	1,608,838	$	—		$	—		$	—		$	—	$	460	$	1,609,298
Floating Rate Debt:
Secured – Conventional		108,378		22,896	(2)		(64,722	)		(54	)		—		365		66,863
Secured – Tax Exempt		236,222		—			—			—			616		70		236,908
Floating Rate Debt		344,600		22,896			(64,722	)		(54	)		616		435		303,771
Total	$	1,953,438	$	22,896		$	(64,722	)	$	(54	)	$	616	$	895	$	1,913,069

(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, 2023:


		June 30, 2023
Interest Rate Ranges		0.10% - 7.91%
Weighted Average Interest Rate		3.63%
Maturity Date Ranges		2023-2061

As of June 30, 2023, the Company had $250.0 million of secured 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, 2023 (amounts in thousands):


	Notes, net as of December 31, 2022		Proceeds		Lump sum payoffs		Amortization of premiums/ discounts		Amortization of deferred financing costs, net (1)		Notes, net as of June 30, 2023
Fixed Rate Debt:
Unsecured – Public	$	5,342,329	$	—	$	—	$	1,124	$	1,920	$	5,345,373

(1)

Represents amortization of deferred financing costs, net of debt financing costs.

The following table summarizes certain interest rate and maturity date information as of and for the six months ended June 30, 2023:


		June 30, 2023
Interest Rate Ranges		1.85% - 7.57%
Weighted Average Interest Rate		3.54%
Maturity Date Ranges		2025-2047

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, 2023.

Line of Credit and Commercial Paper

The Company has a $2.5 billion unsecured revolving credit facility maturing on October 26, 2027. 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 Secured Overnight Financing Rate ("SOFR") plus a spread (currently 0.725%), 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, 2023.

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 following table summarizes certain weighted average interest rate, maturity and amount outstanding information for the commercial paper program as of and for the six months ended June 30, 2023:


		June 30, 2023
Weighted Average Interest Rate (1)		5.12%
Weighted Average Maturity (in days)		26
Weighted Average Amount Outstanding		$164.5 million

(1)

The notes bear interest at various floating rates.

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, 2023 (amounts in thousands):


	June 30, 2023
Unsecured revolving credit facility commitment	$	2,500,000
Commercial paper balance outstanding		(185,187	)
Unsecured revolving credit facility balance outstanding		—
Other restricted amounts		(3,484	)
Unsecured revolving credit facility availability	$	2,311,329

Other

The following table summarizes the Company's total debt extinguishment costs recorded as additional expense for the six months and quarters ended June 30, 2023 and 2022 (amounts in thousands):


	Six Months Ended June 30,				Quarter Ended June 30,
	2023		2022		2023		2022
Write-offs of unamortized deferred financing costs	$	47	$	92	$	47	$	92
Write-offs of unamortized (premiums)/discounts/OCI		—		377		—		377
Total	$	47	$	469	$	47	$	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.

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, 2023 and December 31, 2022, respectively (amounts in thousands):


	June 30, 2023				December 31, 2022
	Carrying Value		Estimated Fair Value (Level 2)		Carrying Value		Estimated Fair Value (Level 2)
Mortgage notes payable, net	$	1,913,069	$	1,773,555	$	1,953,438	$	1,803,525
Unsecured debt, net		5,529,847		4,975,013		5,472,284		4,874,490
Total debt, net	$	7,442,916	$	6,748,568	$	7,425,722	$	6,678,015

The following table summarizes the Company’s consolidated derivative instruments at June 30, 2023 (dollar amounts are in thousands):


	Forward Starting Swaps (1)
Current Notional Balance	$	450,000
Lowest Interest Rate		2.4470	%
Highest Interest Rate		3.6995	%
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. All of these forward starting swaps settled subsequent to June 30, 2023. See Note 14 for additional discussion.

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, 2023 and December 31, 2022, respectively (amounts in thousands):


				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	6/30/2023		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Assets	$	25,224	$	—	$	25,224	$	—
Supplemental Executive Retirement Plan	Other Assets		130,135		130,135		—		—
Total		$	155,359	$	130,135	$	25,224	$	—

Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	515	$	—	$	515	$	—
Supplemental Executive Retirement Plan	Other Liabilities		130,135		130,135		—		—
Total		$	130,650	$	130,135	$	515	$	—

Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	355,319	$	—	$	355,319	$	—


				Fair Value Measurements at Reporting Date Using
Description	Balance Sheet Location	12/31/2022		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Assets	$	21,864	$	—	$	21,864	$	—
Supplemental Executive Retirement Plan	Other Assets		133,245		133,245		—		—
Total		$	155,109	$	133,245	$	21,864	$	—

Liabilities
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	Other Liabilities	$	1,210	$	—	$	1,210	$	—
Supplemental Executive Retirement Plan	Other Liabilities		133,245		133,245		—		—
Total		$	134,455	$	133,245	$	1,210	$	—

Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners	Mezzanine	$	318,273	$	—	$	318,273	$	—

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, 2023 and 2022, respectively (amounts in thousands):


June 30, 2023 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	$	4,054	Interest expense	$	(2,201	)
Total	$	4,054		$	(2,201	)


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	)

As of June 30, 2023 and December 31, 2022, there were approximately $3.7 million in deferred gains, net, and $2.5 million in deferred losses, net, included in accumulated other comprehensive income (loss), respectively, related to previously settled and unsettled derivative instruments, of which an estimated $2.4 million may be recognized as additional interest expense during the twelve months ending June 30, 2024.

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,
	2023			2022			2023			2022
Numerator for net income per share – basic:
Net income	$	364,933		$	306,476		$	144,862		$	232,678
Allocation to Noncontrolling Interests – Operating Partnership		(11,613	)		(10,027	)		(4,554	)		(7,633	)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(2,082	)		(1,583	)		(1,105	)		(944	)
Preferred distributions		(1,545	)		(1,545	)		(773	)		(773	)
Numerator for net income per share – basic	$	349,693		$	293,321		$	138,430		$	223,328
Numerator for net income per share – diluted:
Net income	$	364,933		$	306,476		$	144,862		$	232,678
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(2,082	)		(1,583	)		(1,105	)		(944	)
Preferred distributions		(1,545	)		(1,545	)		(773	)		(773	)
Numerator for net income per share – diluted	$	361,306		$	303,348		$	142,984		$	230,961
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic		378,492			375,640			378,642			375,769
Effect of dilutive securities:
OP Units		11,450			11,891			11,390			11,895
Long-term compensation shares/units		1,121			1,863			1,155			1,698
ATM forward sales		—			69			—			1
Denominator for net income per share – diluted		391,063			389,463			391,187			389,363
Net income per share – basic	$	0.92		$	0.78		$	0.37		$	0.59
Net income per share – diluted	$	0.92		$	0.78		$	0.37		$	0.59

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,
	2023			2022			2023			2022
Numerator for net income per Unit – basic and diluted:
Net income	$	364,933		$	306,476		$	144,862		$	232,678
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(2,082	)		(1,583	)		(1,105	)		(944	)
Allocation to Preference Units		(1,545	)		(1,545	)		(773	)		(773	)
Numerator for net income per Unit – basic and diluted	$	361,306		$	303,348		$	142,984		$	230,961
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit – basic		389,942			387,531			390,032			387,664
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term compensation shares/units		1,121			1,863			1,155			1,698
ATM forward sales		—			69			—			1
Denominator for net income per Unit – diluted		391,063			389,463			391,187			389,363
Net income per Unit – basic	$	0.92		$	0.78		$	0.37		$	0.59
Net income per Unit – diluted	$	0.92		$	0.78		$	0.37		$	0.59

12.

Commitments and Contingencies

Commitments

Real Estate Development Commitments

As of June 30, 2023, the Company has both consolidated and unconsolidated real estate projects under development. The following table summarizes the gross remaining total project costs for the Company’s projects under development at June 30, 2023 (total project costs remaining in thousands):


	Projects		Apartment Units		Total Project Costs Remaining (1)
Projects Under Development
Consolidated		1		225	$	101,705
Unconsolidated		6		1,982		243,293
Total Projects Under Development		7		2,207	$	344,998

(1)

The Company’s share of the $345.0 million in total project costs remaining approximates $109.7 million, with the balance funded by the Company’s joint venture partners (approximately $2.7 million) and/or applicable construction loans (approximately $232.6 million).

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.

Other Commitments

We have entered into, and may continue in the future to enter into, real estate technology and other real estate fund investments. As of June 30, 2023, the Company has invested in nine separate such investments totaling $36.9 million with aggregate remaining commitments of approximately $16.1 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, 2023 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, 2023 and 2022, 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, 2023 and 2022, respectively (amounts in thousands):


	Six Months Ended June 30,						Quarter Ended June 30,
	2023			2022			2023			2022
Rental income	$	1,422,397		$	1,340,378		$	717,309		$	687,030
Property and maintenance expense		(262,350	)		(241,229	)		(124,771	)		(116,355	)
Real estate taxes and insurance expense		(209,749	)		(202,538	)		(103,080	)		(101,850	)
Total operating expenses		(472,099	)		(443,767	)		(227,851	)		(218,205	)
Net operating income	$	950,298		$	896,611		$	489,458		$	468,825

The following tables present NOI from our rental real estate for each segment for the six months and quarters ended June 30, 2023 and 2022, respectively, as well as total assets and capital expenditures at June 30, 2023 (amounts in thousands):


	Six Months Ended June 30, 2023							Six Months Ended June 30, 2022
	Rental Income		Operating Expenses		NOI			Rental Income		Operating Expenses		NOI
Same store (1)
Los Angeles	$	234,243	$	73,597	$	160,646		$	227,809	$	67,243	$	160,566
Orange County		63,904		14,372		49,532			60,018		13,013		47,005
San Diego		45,452		10,348		35,104			42,410		9,605		32,805
Subtotal - Southern California		343,599		98,317		245,282			330,237		89,861		240,376

San Francisco		216,121		66,067		150,054			206,019		61,753		144,266
Washington, D.C.		217,282		71,075		146,207			203,973		68,523		135,450
New York		237,830		97,859		139,971			206,162		93,941		112,221
Seattle		149,291		41,726		107,565			140,114		40,195		99,919
Boston		143,127		43,383		99,744			131,779		41,074		90,705
Denver		35,469		10,500		24,969			33,065		9,331		23,734
Other Expansion Markets		32,359		15,324		17,035			30,598		13,008		17,590
Total same store		1,375,078		444,251		930,827			1,281,947		417,686		864,261

Non-same store/other
Non-same store (2)		44,677		17,236		27,441			33,690		15,357		18,333
Other (3)		2,642		10,612		(7,970	)		24,741		10,724		14,017
Total non-same store/other		47,319		27,848		19,471			58,431		26,081		32,350

Totals	$	1,422,397	$	472,099	$	950,298		$	1,340,378	$	443,767	$	896,611

(1)

For the six months ended June 30, 2023 and 2022, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2022, less properties subsequently sold, which represented 76,952 apartment units.

(2)

For the six months ended June 30, 2023 and 2022, non-same store primarily includes properties acquired after January 1, 2022, plus any properties in lease-up and not stabilized as of January 1, 2022, and any properties undergoing major renovations.

(3)

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


	Quarter Ended June 30, 2023							Quarter Ended June 30, 2022
	Rental Income		Operating Expenses		NOI			Rental Income		Operating Expenses		NOI
Same store (1)
Los Angeles	$	118,562	$	35,795	$	82,767		$	118,840	$	33,060	$	85,780
Orange County		32,316		7,186		25,130			31,252		6,482		24,770
San Diego		24,691		5,747		18,944			23,067		5,220		17,847
Subtotal - Southern California		175,569		48,728		126,841			173,159		44,762		128,397

San Francisco		108,641		32,062		76,579			105,403		30,081		75,322
Washington, D.C.		109,660		34,807		74,853			103,268		34,311		68,957
New York		119,785		48,088		71,697			106,332		46,067		60,265
Seattle		74,729		21,246		53,483			71,577		20,269		51,308
Boston		72,469		20,747		51,722			67,117		20,016		47,101
Denver		17,873		5,010		12,863			16,833		4,697		12,136
Other Expansion Markets		18,718		8,346		10,372			17,685		7,375		10,310
Total same store		697,444		219,034		478,410			661,374		207,578		453,796

Non-same store/other
Non-same store (2)		19,664		7,219		12,445			14,848		6,064		8,784
Other (3)		201		1,598		(1,397	)		10,808		4,563		6,245
Total non-same store/other		19,865		8,817		11,048			25,656		10,627		15,029

Totals	$	717,309	$	227,851	$	489,458		$	687,030	$	218,205	$	468,825

(1)

For the quarters ended June 30, 2023 and 2022, same store primarily includes all properties acquired or completed that were stabilized prior to April 1, 2022, less properties subsequently sold, which represented 77,545 apartment units.

(2)

For the quarters ended June 30, 2023 and 2022, non-same store primarily includes properties acquired after April 1, 2022, plus any properties in lease-up and not stabilized as of April 1, 2022, and any properties undergoing major renovations.

(3)

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


	Six Months Ended June 30, 2023
	Total Assets		Capital Expenditures
Same store (1)
Los Angeles	$	2,522,130	$	23,582
Orange County		349,363		4,230
San Diego		229,569		7,907
Subtotal - Southern California		3,101,062		35,719

San Francisco		3,023,790		19,750
Washington, D.C.		3,039,410		23,142
New York		3,375,622		10,072
Seattle		2,141,765		14,237
Boston		1,773,166		11,998
Denver		840,581		1,773
Other Expansion Markets		796,218		1,805
Total same store		18,091,614		118,496

Non-same store/other
Non-same store (2)		1,321,994		16,682
Other (3)		732,121		69
Total non-same store/other		2,054,115		16,751

Totals	$	20,145,729	$	135,247

(1)

Same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2022, less properties subsequently sold, which represented 76,952 apartment units.

(2)

Non-same store primarily includes properties acquired after January 1, 2022, plus any properties in lease-up and not stabilized as of January 1, 2022, and any properties undergoing major renovations.

(3)

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

14.

Subsequent Events

Subsequent to June 30, 2023, the Company:

Repaid $67.9 million of mortgage debt at par prior to maturity;

Locked the interest rate on secured notes totaling $530.0 million, which, subject to customary conditions, are anticipated to close in September 2023, at an all-in effective interest rate of approximately 4.7%; and

Received approximately $27.1 million to settle nine forward starting swaps in conjunction with the interest rate lock of the $530.0 million of secured notes discussed above.

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