For further information including definitions for capitalized terms not defined herein, refer to the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

Forward-Looking Statements

Forward-looking statements are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, projections and assumptions made by management. While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Additional factors that might cause such differences are discussed in Part I of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024, particularly those under Item 1A, Risk Factors. Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report*.* Forward-looking statements are not guarantees of future performance, results or events. The forward-looking statements contained herein are made as of the date hereof and the Company undertakes no obligation to update or supplement these forward-looking statements.

Overview

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

EQR is the general partner of, and as of March 31, 2025 owned an approximate 97.0% ownership interest in, ERPOP. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

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

Available Information

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

Business Objectives and Operating and Investing Strategies

The Company’s and the Operating Partnership’s overall business objectives and operating and investing strategies have not changed from the information included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

Results of Operations

2025 Transactions

In conjunction with our business objectives and operating and investing strategies, the following table provides a rollforward of the transactions that occurred during the quarter ended March 31, 2025:

Portfolio Rollforward

($ in thousands)

		Properties				Apartment Units				Sales Price				Disposition Yield
12/31/2024			311				84,249
Dispositions:
Consolidated Rental Properties			(2	)			(546	)		$	(225,600	)			(5.2	%)
Consolidated Land Parcels			—				—			$	(4,300	)
Completed Developments – Consolidated			1				225
Completed Developments – Unconsolidated			2				720
3/31/2025			312				84,648

Dispositions

The consolidated properties disposed of during the quarter ended March 31, 2025 were located in the San Diego and Seattle markets; and

The consolidated land parcel disposed of during the quarter ended March 31, 2025 was located in the New York market.

Developments

Consolidated:

The Company completed construction on one consolidated apartment property during the quarter ended March 31, 2025, located in the San Francisco market, consisting of 225 apartment units totaling approximately $152.6 million of development costs; and

The Company spent approximately $31.0 million during the quarter ended March 31, 2025, primarily for consolidated development projects.

Unconsolidated:

The Company completed construction on two unconsolidated apartment properties during the quarter ended March 31, 2025, located in the Denver and New York markets, consisting of 720 apartment units totaling approximately $285.9 million of development costs; and

The Company spent approximately $30.2 million during the quarter ended March 31, 2025, primarily for unconsolidated development projects.

See Notes 4 and 5 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s real estate investments and investments in partially owned entities.

Comparison of the quarter ended March 31, 2025 to the quarter ended March 31, 2024

The following table presents a reconciliation of diluted earnings per share/unit for the quarter ended March 31, 2025 as compared to the same period in 2024:

		Quarter Ended March 31
Diluted earnings per share/unit for period ended 2024		$	0.77
Property NOI			0.04
Interest expense			(0.01	)
Corporate overhead (1)			(0.01	)
Net gain/loss on property sales			(0.09	)
Non-operating asset gains/losses			(0.02	)
Depreciation expense			(0.08	)
Other			0.07
Diluted earnings per share/unit for period ended 2025		$	0.67

(1)

Corporate overhead includes property management and general and administrative expenses.

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

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

		Quarter Ended March 31,
		2025				2024				$ Change				% Change
Net income		$	264,798			$	305,032			$	(40,234	)			(13.2	)%
Adjustments:
Property management			35,816				35,458				358				1.0	%
General and administrative			18,255				15,720				2,535				16.1	%
Depreciation			256,746				225,695				31,051				13.8	%
Net (gain) loss on sales of real estate properties			(154,152	)			(188,185	)			34,033				(18.1	)%
Interest and other income			(1,692	)			(9,329	)			7,637				(81.9	)%
Other expenses			4,156				31,738				(27,582	)			(86.9	)%
Interest:
Expense incurred, net			72,114				67,212				4,902				7.3	%
Amortization of deferred financing costs			2,144				1,918				226				11.8	%
Income and other tax expense (benefit)			422				304				118				38.8	%
(Income) loss from investments in unconsolidated entities			6,411				1,698				4,713				277.6	%
Net (gain) loss on sales of land parcels			67				—				67				100.0	%
Total NOI		$	505,085			$	487,261			$	17,824				3.7	%
Rental income:
Same store		$	715,800			$	700,443			$	15,357				2.2	%
Non-same store/other			45,010				30,375				14,635				48.2	%
Total rental income			760,810				730,818				29,992				4.1	%
Operating expenses:
Same store			235,241				225,958				9,283				4.1	%
Non-same store/other			20,484				17,599				2,885				16.4	%
Total operating expenses			255,725				243,557				12,168				5.0	%
NOI:
Same store			480,559				474,485				6,074				1.3	%
Non-same store/other			24,526				12,776				11,750				92.0	%
Total NOI		$	505,085			$	487,261			$	17,824				3.7	%

See Note 12 in the Notes to Consolidated Financial Statements for our disclosure of reportable segments.

The increase in same store rental income is primarily driven by good demand and modest supply across most of our markets.

The increase in same store operating expenses is due primarily to:

Real estate taxes – A $2.6 million increase due to escalation in rates and assessed values including an approximately one percentage point contribution to growth from 421-a tax abatement burnoffs in New York City. Once the burnoffs are completed, previously rent-restricted apartment units will transition to market;

On-site payroll – A $1.4 million increase primarily driven by higher wages, partially offset by the impact of various innovation initiatives;

Utilities – A $3.3 million increase primarily driven by higher commodity prices for gas and electric and higher water, sewer and trash expense along with a challenging comparable period; and

Other on-site operating expenses – A $1.0 million increase primarily due to higher ground lease rent, association fees and other expenses, partially offset by lower property-related legal expenses.

Non-same store/other NOI results consist primarily of properties acquired in calendar year 2024, operations from the Company’s development properties, other corporate operations and operations prior to disposition from 2024 and 2025 sold properties. The increase in NOI is primarily a result of the Company's significant second half of 2024 net acquisition activity, which is still positively impacting 2025 results.

The increase in consolidated total NOI is primarily a result of the Company’s higher NOI from non-same store properties as noted above.

See the Same Store Results section below for additional discussion of those results. See the reconciliation table of net income per the consolidated statements of operations to NOI above for the dollar and percentage changes related to the comparison discussions provided below.

Property management expenses include off-site expenses associated with the self-management of the Company’s properties as well as management fees paid to any third-party management companies. The increase during the quarter ended March 31, 2025 as compared to the prior year period is primarily attributable to increases in payroll-related costs and training and marketing expenses, partially offset by decreases in information technology expenses, workforce/contractors costs and legal and professional fees.

General and administrative expenses, which include corporate operating expenses, increased during the quarter ended March 31, 2025 as compared to the prior year period, primarily due to increases in payroll-related costs and other public company costs.

Depreciation expense increased during the quarter ended March 31, 2025 as compared to the prior year period, primarily as a result of additional depreciation expense on properties acquired in 2024 and development properties placed in service during 2024 and 2025, partially offset by lower depreciation from properties sold in 2024 and 2025.

Net gain on sales of real estate properties decreased during the quarter ended March 31, 2025 as compared to the prior year period, primarily as a result of a lower property and dollar sales volume and the mix of properties sold in 2025 vs. 2024.

Interest and other income decreased during the quarter ended March 31, 2025 as compared to the prior year period, primarily due to a net decrease in unrealized gains of $7.1 million on various investment securities.

Other expenses decreased during the quarter ended March 31, 2025 as compared to the prior year period, primarily due to decreases in litigation accruals.

Interest expense, including amortization of deferred financing costs, increased during the quarter ended March 31, 2025 as compared to the prior year period, primarily due to higher overall debt balances outstanding and higher overall rates, partially offset by higher capitalized interest. The effective interest cost on all indebtedness, excluding debt extinguishment costs/prepayment penalties, for the quarter ended March 31, 2025 was 3.92% as compared to 3.89% for the prior year period. The Company capitalized interest of approximately $3.9 million and $3.1 million during the quarters ended March 31, 2025 and 2024, respectively.

Loss from investments in unconsolidated entities increased during the quarter ended March 31, 2025 as compared to the prior year period, primarily as a result of losses incurred on our unconsolidated development properties which recently started lease-up activities.

Same Store Results

Properties that the Company owned and were stabilized for all of both of the quarters ended March 31, 2025 and 2024, which represented 75,362 apartment units, drove the Company’s results of operations. Properties are considered “stabilized” when they have achieved 90% Physical Occupancy for three consecutive months.

The following table provides results and statistics related to our Residential same store operations for the quarters ended March 31, 2025 and 2024:

First Quarter 2025 vs. First Quarter 2024

Same Store Residential Results/Statistics by Market

																					Increase (Decrease) from Prior Year
Markets/Metro Areas		Apartment Units				Q1 2025 % of Actual NOI				Q1 2025 Average Rental Rate				Q1 2025 Weighted Average Physical Occupancy %				Q1 2025 Turnover				Average Rental Rate				Physical Occupancy				Turnover
Los Angeles			14,136				17.7	%		$	2,956				95.7	%			9.0	%			1.2	%			0.2	%			(0.6	%)
Orange County			3,718				5.3	%			2,964				96.3	%			7.2	%			2.2	%			0.2	%			(0.2	%)
San Diego			2,209				3.5	%			3,284				96.3	%			8.8	%			1.8	%			0.1	%			1.3	%
Subtotal – Southern California			20,063				26.5	%			2,994				95.9	%			8.7	%			1.4	%			0.2	%			(0.2	%)
San Francisco			11,093				16.3	%			3,387				96.8	%			8.3	%			3.0	%			0.3	%			(1.2	%)
Washington, D.C.			13,534				16.1	%			2,800				97.3	%			6.0	%			4.4	%			0.2	%			(1.0	%)
New York			8,536				14.5	%			4,710				97.6	%			6.3	%			2.6	%			0.6	%			(0.2	%)
Boston			7,077				11.2	%			3,657				95.8	%			7.1	%			2.8	%			0.1	%			(0.3	%)
Seattle			8,747				10.3	%			2,647				96.5	%			9.0	%			3.3	%			0.4	%			(0.7	%)
Denver			2,792				2.8	%			2,354				95.5	%			10.6	%			(2.3	%)			(0.7	%)			0.1	%
Other Expansion Markets			3,520				2.3	%			1,879				95.1	%			9.5	%			(4.7	%)			(0.1	%)			(3.7	%)
Total			75,362				100.0	%		$	3,160				96.5	%			7.9	%			2.4	%			0.2	%			(0.7	%)

Note: The above table reflects Residential same store results only. Residential operations account for more than 96.0% of total revenues for the quarter ended March 31, 2025.

During the quarter ended March 31, 2025, the Company's operating business performed well, with healthy demand across most of our markets supported by a continuing solid job market, high employment levels and high wage growth among our target renter demographic. Competitive new supply was modest in our Established Markets, but continues to be elevated in our Expansion Markets. While demand has been steady, maintaining occupancy in our Expansion Markets has been challenging and has required a wider use of Leasing Concessions to attract and retain residents.

As expected, our best performers on the East Coast were New York and Washington, D.C. New York experienced strong Physical Occupancy and healthy pricing growth. In Washington, D.C., the market continues to show resilient demand despite recently announced government job cuts. On the West Coast, we see continued improvement in both San Francisco and Seattle. The San Francisco market has shown improvement in Physical Occupancy and a decline in Turnover, providing opportunities to increase rents at a pace that is better than originally anticipated. The Seattle market also continues to improve due to positive impacts from large employers’ return to office policies, with good rental rate growth and Physical Occupancy, despite the impact from new supply in some submarkets which is expected to lessen throughout the year.

Overall, the fundamentals of our business are healthy despite recent economic concerns. Long-term, we expect elevated single family home ownership costs, positive household formation trends, manageable competitive new supply in our Established Markets and moderating competitive new supply in our Expansion Markets. With an overall deficit in housing across the country, we believe our business is well positioned for the future. We also see our resident base as being more resilient to economic uncertainty, including elevated inflation, due to higher levels of disposable income and lower relative rent-to-income ratios.

Liquidity and Capital Resources

With approximately $2.2 billion in readily available liquidity, a strong balance sheet, well-staggered debt maturities, very strong credit metrics and ample access to capital markets, the Company believes it is well positioned to meet its future obligations and take advantage of opportunities. See further discussion below.

Statements of Cash Flows

The following table sets forth our sources and uses of cash flows for the quarters ended March 31, 2025 and 2024 (amounts in thousands):

		March 31,
		2025				2024
Cash flows provided by (used for):
Operating activities		$	425,525			$	421,031
Investing activities		$	97,341			$	136,006
Financing activities		$	(541,489	)		$	(500,472	)

The following provides information regarding the Company’s cash flows from operating, investing and financing activities for the quarter ended March 31, 2025.

Operating Activities

Our operating cash flows are primarily impacted by NOI and its components, such as Average Rental Rates, Physical Occupancy levels and operating expenses related to our properties. Cash provided by operating activities for the quarter ended March 31, 2025 as compared to the prior year period increased by approximately $4.5 million primarily as a result of the NOI and other changes discussed above in Results of Operations.

Investing Activities

Our investing cash flows are primarily impacted by our transaction activity (acquisitions/dispositions), development spend and capital expenditures. For the quarter ended March 31, 2025, key drivers were:

Disposed of two consolidated rental properties and one consolidated land parcel, receiving net proceeds of approximately $226.7 million;

Invested $31.0 million primarily in consolidated development projects;

Invested $62.0 million in capital expenditures to real estate; and

Invested $32.3 million primarily in unconsolidated development joint venture entities as well as unconsolidated investments in real estate technology funds/companies for various technology initiatives.

Financing Activities

Our financing cash flows primarily relate to our borrowing activity (debt proceeds or repayment), distributions/dividends to shareholders/unitholders and other Common Share activity. For the quarter ended March 31, 2025, key drivers were:

Repaid $37.9 million on mortgage loans;

Issued Common Shares related to share option exercises and ESPP purchases and received net proceeds of $5.3 million; and

Paid dividends/distributions on Common Shares, Preferred Shares, Units (including OP Units and restricted units) and noncontrolling interests in partially owned properties totaling approximately $268.4 million.

Short-Term Liquidity and Cash Proceeds

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

The following table presents the Company’s balances for cash and cash equivalents, restricted deposits and the available borrowing capacity on its revolving credit facility as of March 31, 2025 and December 31, 2024 (amounts in thousands):

		March 31, 2025				December 31, 2024
Cash and cash equivalents		$	39,849			$	62,302
Restricted deposits		$	101,694			$	97,864
Unsecured revolving credit facility availability		$	2,192,562			$	1,952,067

Credit Facility and Commercial Paper Program

The Company has a $2.5 billion unsecured revolving credit facility maturing 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 and other terms and conditions per the agreement. See Note 8 in the Notes to Consolidated Financial Statements for additional discussion of the Company’s credit facility.

The Company has an unsecured commercial paper note program under which it may borrow up to a maximum of $1.5 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 Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.5 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 April 24, 2025 (amounts in thousands):

		April 24, 2025
Unsecured revolving credit facility commitment		$	2,500,000
Commercial paper balance outstanding			(480,300	)
Unsecured revolving credit facility balance outstanding			—
Other restricted amounts			(3,428	)
Unsecured revolving credit facility availability		$	2,016,272

Dividend Policy

The Company declared a dividend/distribution for the first quarter of 2025 of $0.6925 per share/unit, an annualized increase of 2.6% over the amount paid in 2024. All future dividends/distributions remain subject to the discretion of the Company’s Board of Trustees.

Total dividends/distributions paid in April 2025 amounted to $270.7 million (excluding distributions on Partially Owned Properties), which consisted of certain distributions declared during the quarter ended March 31, 2025.

Long-Term Financing and Capital Needs

The Company expects to meet its long-term liquidity requirements, such as lump sum unsecured note and mortgage debt maturities, property acquisitions and financing of development activities, through the issuance of secured and unsecured debt and equity securities (including additional OP Units), proceeds received from the disposition of certain properties and joint ventures, along with cash generated from operations after all distributions. The Company has a significant number of unencumbered properties available to secure additional mortgage borrowings should unsecured capital be unavailable or the cost of alternative sources of capital be too high. The value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under its unsecured notes and line of credit. Of the $29.9 billion in investment in real estate on the Company’s balance sheet at March 31, 2025, $26.9 billion or 89.9% was unencumbered. However, there can be no assurances that these sources of capital will be available to the Company in the future on acceptable terms or otherwise. For additional details, see Item 1A, Risk Factors, of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

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

The Company’s total debt summary schedule as of March 31, 2025 is as follows:

Debt Summary as of March 31, 2025

($ in thousands)

		Debt Balances				% of Total
Secured		$	1,593,803				20.3	%
Unsecured			6,253,081				79.7	%
Total		$	7,846,884				100.0	%
Fixed Rate Debt:
Secured – Conventional		$	1,401,811				17.9	%
Unsecured – Public			5,949,081				75.8	%
Fixed Rate Debt			7,350,892				93.7	%
Floating Rate Debt:
Secured – Tax Exempt			191,992				2.4	%
Unsecured – Revolving Credit Facility			—				—
Unsecured – Commercial Paper Program			304,000				3.9	%
Floating Rate Debt			495,992				6.3	%
Total		$	7,846,884				100.0	%

The Company’s long-term financing and capital needs and sources have not changed materially from the information included in the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2024.

Critical Accounting Policies and Estimates

The Company’s and the Operating Partnership’s critical accounting policies and estimates have not changed from the information included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

Funds From Operations and Normalized Funds From Operations

The following is the Company’s and the Operating Partnership’s reconciliation of net income to FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units for the quarters ended March 31, 2025 and 2024:

Funds From Operations and Normalized Funds From Operations

(Amounts in thousands)

		March 31,
		2025				2024
Net income		$	264,798			$	305,032
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties			(1,104	)			(970	)
Preferred/preference distributions			(356	)			(547	)
Premium on redemption of Preferred Shares/Preference Units			—				(1,444	)
Net income available to Common Shares and Units / Units			263,338				302,071
Adjustments:
Depreciation			256,746				225,695
Depreciation – Non-real estate additions			(950	)			(955	)
Depreciation – Partially Owned Properties			(478	)			(542	)
Depreciation – Unconsolidated Properties			4,395				335
Net (gain) loss on sales of unconsolidated entities - operating assets			36				—
Net (gain) loss on sales of real estate properties			(154,152	)			(188,185	)
FFO available to Common Shares and Units / Units (1) (3) (4)			368,935				338,419
Adjustments:
Write-off of pursuit costs			1,321				548
Debt extinguishment and preferred share/preference unit redemption (gains) losses			97				1,444
Non-operating asset (gains) losses			438				(6,106	)
Other miscellaneous items			1,727				30,591
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)		$	372,518			$	364,896
FFO (1) (3)		$	369,291			$	340,410
Preferred/preference distributions			(356	)			(547	)
Premium on redemption of Preferred Shares/Preference Units			—				(1,444	)
FFO available to Common Shares and Units / Units (1) (3) (4)		$	368,935			$	338,419
Normalized FFO (2) (3)		$	372,874			$	365,443
Preferred/preference distributions			(356	)			(547	)
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)		$	372,518			$	364,896

(1)

The National Association of Real Estate Investment Trusts (“Nareit”) defines funds from operations (“FFO”) (December 2018 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains or losses from sales and impairment write-downs of depreciable real estate and land when connected to the main business of a REIT, impairment write-downs of investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and depreciation and amortization related to real estate. Adjustments for partially owned consolidated and unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis.

(2)

Normalized funds from operations (“Normalized FFO”) begins with FFO and excludes:

• the impact of any expenses relating to non-operating real estate asset impairment;

• pursuit cost write-offs;

• gains and losses from early debt extinguishment and preferred share/preference unit redemptions;

• gains and losses from non-operating assets; and

• other miscellaneous items.

(3)

The Company believes that FFO and FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses from sales and impairment write-downs of depreciable real estate and excluding depreciation related to real estate (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and Units / Units can help compare the operating performance of a company’s real estate between periods or as compared to different companies. The Company also believes that Normalized FFO and Normalized FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company because they allow investors to compare the Company’s operating performance to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units do not represent net income, net income available to Common Shares / Units or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units should not be exclusively considered as alternatives to net income, net income available to Common Shares / Units or net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Company’s calculation of FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.

(4)

FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units are calculated on a basis consistent with net income available to Common Shares / Units and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares/preference units in accordance with GAAP. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the “Noncontrolling Interests – Operating Partnership.” Subject to certain restrictions, the Noncontrolling Interests – Operating Partnership may exchange their OP Units for Common Shares on a one-for-one basis.