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

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

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, owns and manages rental properties in dynamic metro areas across the U.S. 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 September 30, 2025 owned an approximate 97.5% 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 nine months ended September 30, 2025:

Portfolio Rollforward

($ in thousands)

PropertiesApartment UnitsPurchase PriceAcquisition Cap Rate
12/31/202431184,249
Acquisitions:
Consolidated Rental Properties92,439$636,8435.1%
Sales PriceDisposition Yield
Dispositions:
Consolidated Rental Properties(5)(1,330)$(594,450)(5.1%)
Consolidated Land Parcels——$(4,300)
Completed Developments – Consolidated2495
Completed Developments – Unconsolidated1450
Configuration Changes—17
9/30/202531886,320

Acquisitions

The consolidated properties acquired are located in the Atlanta (8) and Dallas/Ft. Worth markets.

Dispositions

The consolidated properties disposed of were located in the Boston, San Diego, Seattle (2) and Washington, D.C. markets; and

The consolidated land parcel disposed of was located in the New York market.

Developments

Consolidated:

Completed construction on two consolidated apartment properties, located in the San Francisco and Denver markets, consisting of an aggregate of 495 apartment units totaling approximately $237.8 million of development costs;

Acquired its joint venture partner's 10% interest in a previously unconsolidated 270-unit apartment property in the Denver market for approximately $3.6 million in cash and also contributed $50.5 million for the joint venture to repay the third-party construction loan encumbering the property. The property (one of the two consolidated projects noted above) is now wholly owned; and

Spent approximately $82.0 million, primarily for consolidated development projects.

Unconsolidated:

Completed construction and stabilized one unconsolidated apartment property, located in the New York market, consisting of 450 apartment units totaling approximately $201.2 million of development costs;

Stabilized two unconsolidated apartment properties, located in the Dallas market, consisting of an aggregate of 719 apartment units totaling approximately $177.9 million of development costs; and

Spent approximately $57.5 million, 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 nine months and quarter ended September 30, 2025 to the nine months and quarter ended September 30, 2024

The following table presents a reconciliation of diluted earnings per share/unit for the nine months and quarter ended September 30, 2025 as compared to the same periods in 2024:

Nine Months Ended September 30Quarter Ended September 30
Diluted earnings per share/unit for period ended 2024$1.62$0.38
Property NOI0.130.05
Interest expense(0.05)(0.02)
Corporate overhead (1)(0.01)—
Net gain/loss on property sales0.320.37
Depreciation expense(0.19)(0.05)
Other0.110.03
Diluted earnings per share/unit for period ended 2025$1.93$0.76

(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):

Nine Months Ended September 30,Quarter Ended September 30,
20252024$ Change% Change20252024$ Change% Change
Net income$760,451$637,104$123,34719.4%$296,868$148,517$148,35199.9%
Adjustments:
Property management100,691100,3813100.3%30,08931,412(1,323)(4.2)%
General and administrative51,45048,9022,5485.2%14,66414,5511130.8%
Depreciation752,292688,04164,2519.3%254,657237,94816,7097.0%
Net (gain) loss on sales of real estate properties(355,117)(227,829)(127,288)55.9%(142,685)165(142,850)(86,575.8)%
Interest and other income(49,040)(26,501)(22,539)85.0%(45,219)(15,844)(29,375)185.4%
Other expenses39,90359,094(19,191)(32.5)%30,94213,97116,971121.5%
Interest:
Expense incurred, net227,572205,76221,81010.6%80,14172,7227,41910.2%
Amortization of deferred financing costs6,3695,78458510.1%2,1221,9481748.9%
Income and other tax expense (benefit)1,22492529932.3%39529010536.2%
(Income) loss from investments in unconsolidated entities15,3884,86510,523216.3%3,9811,4932,488166.6%
Net (gain) loss on sales of land parcels80—80100.0%2—2100.0%
Total NOI$1,551,263$1,496,528$54,7353.7%$525,957$507,173$18,7843.7%
Rental income:
Same store$2,145,055$2,090,438$54,6172.6%$727,555$706,135$21,4203.0%
Non-same store/other166,993122,89144,10235.9%54,85642,21312,64330.0%
Total rental income2,312,0482,213,32998,7194.5%782,411748,34834,0634.6%
Operating expenses:
Same store691,712665,73125,9813.9%234,572226,4948,0783.6%
Non-same store/other69,07351,07018,00335.3%21,88214,6817,20149.0%
Total operating expenses760,785716,80143,9846.1%256,454241,17515,2796.3%
NOI:
Same store1,453,3431,424,70728,6362.0%492,983479,64113,3422.8%
Non-same store/other97,92071,82126,09936.3%32,97427,5325,44219.8%
Total NOI$1,551,263$1,496,528$54,7353.7%$525,957$507,173$18,7843.7%

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

The comparison discussions provided below detail the changes in results for the nine months ended September 30, 2025 as compared to the prior year period.

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 $6.8 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;

Utilities – An $8.6 million increase primarily driven by higher commodity prices, higher sewer and trash rates and higher water usage in Southern California, along with a challenging comparable period; and

Repairs and maintenance - A $5.0 million increase primarily driven by costs associated with the implementation of various resident technology initiatives (including bulk Wi-Fi programs).

Non-same store/other NOI results consist primarily of properties acquired in calendar years 2024 and 2025, 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 2025 and second half of 2024 net acquisition activity, which is positively impacting 2025 results.

The increase in consolidated total NOI is a result of the Company’s higher NOI from non-same store properties as noted above and higher NOI from same store properties, largely due to improvement in same store revenues and the Company's continued focus on same store expense efficiency.

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 nine months ended September 30, 2025 as compared to the prior year period is primarily attributable to increases in training and marketing expenses and information technology expenses, partially offset by decreases in workforce/contractors costs. Property management expenses decreased during the quarter ended September 30, 2025 as compared to the prior year period, primarily due to decreases in payroll-related costs, legal and professional fees and workforce/contractor costs, partially offset by increases in information technology expenses.

General and administrative expenses, which include corporate operating expenses, increased during the nine months and quarter ended September 30, 2025 as compared to the prior year periods, primarily due to increases in payroll-related costs, workforce/contractor costs and other public company costs.

Depreciation expense increased during the nine months and quarter ended September 30, 2025 as compared to the prior year periods, primarily as a result of additional depreciation expense on properties acquired in 2024 and 2025 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 increased during the nine months and quarter ended September 30, 2025 as compared to the prior year periods, primarily as a result of the mix of properties sold in 2025 vs. 2024.

Interest and other income increased during the nine months and quarter ended September 30, 2025 as compared to the prior year periods, primarily due to a net increase in realized/unrealized gains on various investment securities, interest income on mortgages receivable and an employment tax refund received in 2025 but not in 2024, partially offset by lower insurance/litigation settlement proceeds received during 2025 as compared to 2024.

Other expenses decreased during the nine months ended September 30, 2025 as compared to the prior year period, primarily due to decreases in litigation accruals and advocacy contributions, partially offset by increases in the write-off of development pursuit costs and overhead. Other expenses increased during the quarter ended September 30, 2025 as compared to the prior year period, primarily due to increases in litigation accruals and the write-off of development pursuit costs and overhead, partially offset by decreases in advocacy contributions.

Interest expense, including amortization of deferred financing costs, increased during the nine months and quarter ended September 30, 2025 as compared to the prior year periods, primarily due to higher overall debt balances outstanding and higher overall rates. The effective interest cost on all indebtedness, excluding debt extinguishment costs/prepayment penalties, for the nine months ended September 30, 2025 was 3.94% as compared to 3.90% for the prior year period, and for the quarter ended September 30, 2025 was 3.96% as compared to 3.92% for the prior year period. The Company capitalized interest of approximately $9.6 million and $10.7 million during the nine months ended September 30, 2025 and 2024, respectively, and $2.9 million and $3.8 million during the quarters ended September 30, 2025 and 2024, respectively.

Loss from investments in unconsolidated entities increased during the nine months and quarter ended September 30, 2025 as compared to the prior year periods, primarily as a result of losses incurred on our unconsolidated development properties which recently started lease-up activities as well as those that recently stabilized and on our real estate technology and other real estate fund investments.

Same Store Results

Properties that the Company owned and were stabilized for all of both of the nine months ended September 30, 2025 and 2024, which represented 74,595 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 nine months ended September 30, 2025 and 2024:

September YTD 2025 vs. September YTD 2024

Same Store Residential Results/Statistics by Market

Increase (Decrease) from Prior Year
Markets/Metro AreasApartment UnitsSept. YTD 25 % of Actual NOISept. YTD 25 Average Rental RateSept. YTD 25 Weighted Average Physical Occupancy %Sept. YTD 25 TurnoverAverage Rental RatePhysical OccupancyTurnover
Los Angeles14,13617.7%$2,96995.8%31.8%1.3%0.2%(1.9%)
Orange County3,7185.3%2,97996.3%28.8%2.1%0.3%(0.1%)
San Diego2,2093.5%3,31096.4%31.9%2.1%0.4%(0.6%)
Subtotal – Southern California20,06326.5%3,00995.9%31.3%1.5%0.2%(1.4%)
San Francisco11,11116.6%3,42596.9%30.3%3.4%0.7%(3.5%)
Washington, D.C.13,24115.8%2,83096.8%32.2%4.1%(0.1%)(0.5%)
New York8,53615.0%4,78197.7%27.9%3.4%0.4%0.8%
Boston6,87411.1%3,70396.3%33.4%2.4%0.1%(0.2%)
Seattle8,4589.9%2,67696.3%33.3%3.0%0.2%(2.7%)
Denver2,7922.8%2,34095.5%42.6%(2.9%)(0.8%)0.3%
Other Expansion Markets3,5202.3%1,88395.1%39.6%(3.6%)(0.1%)(5.7%)
Total74,595100.0%$3,19496.5%32.1%2.6%0.3%(1.5%)

Note: The above table reflects Residential same store results only. Residential operations account for more than 96.0% of total revenues for the nine months ended September 30, 2025.

During the nine months ended September 30, 2025, the Company's operating business performed well, driven by sustained demand across most of our markets and supported by high resident retention, continued low levels of unemployment and solid wage growth among our target renter demographic. Competitive new supply was modest in most of our Established Markets, but remains elevated in our Expansion Markets in 2025, resulting in a more challenging pricing environment. On a positive note, portions of our portfolio in Atlanta, particularly our suburban assets, have shown continued stability, with indications of potential improvement in market conditions as supply is beginning to abate.

San Francisco and New York continue to be our best performing markets. Each of these markets has experienced healthy demand as evidenced by strong Physical Occupancy, healthy pricing, low Turnover and modest new supply. The Seattle market also continued to improve due to large employers’ return to office policies and continued investment from technology companies, particularly around artificial intelligence, though higher supply levels mean the recovery in Seattle is occurring at a slower pace than in San Francisco. We did begin to see weakness in traffic during the second half of September 2025, particularly in Washington D.C., but also in other markets. Washington, D.C. experienced a market slowdown late in the third quarter of 2025, a result of several factors including uncertainty from government cuts, national guard deployment and an impending government shutdown. Los Angeles continues to face ongoing challenges as growth from the entertainment industry remains muted, limiting pricing power, despite an improving quality of life.

Overall, the fundamentals of our business are healthy and remain resilient despite recent macroeconomic uncertainty. Long-term, we expect continued positive secular tailwinds for our business due to elevated single family home ownership costs, positive household formation trends, historically low 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 $1.7 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 nine months ended September 30, 2025 and 2024 (amounts in thousands):

September 30,
20252024
Cash flows provided by (used for):
Operating activities$1,261,731$1,219,382
Investing activities$(623,098)$(1,363,616)
Financing activities$(599,297)$130,798

The following provides information regarding the Company’s cash flows from operating, investing and financing activities for the nine months ended September 30, 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 nine months ended September 30, 2025 as compared to the prior year period increased by approximately $42.3 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 nine months ended September 30, 2025, key drivers were:

Acquired nine consolidated rental properties for approximately $637.9 million;

Disposed of five consolidated rental properties and one consolidated land parcel, receiving net proceeds of approximately $589.1 million;

Invested $82.0 million primarily in consolidated development projects;

Invested $243.6 million in capital expenditures to real estate;

Invested $83.6 million primarily in unconsolidated development joint venture entities as well as unconsolidated investments in real estate technology funds/companies for various technology initiatives and the repayment of certain preferred interests in one joint venture;

Acquired its joint venture partner's 10% interest in a previously unconsolidated apartment property for approximately $3.6 million in cash and also contributed $50.5 million for the joint venture to repay the third-party construction loan encumbering the property; and

Advanced $102.3 million as replacement loans to two of its unconsolidated development joint ventures following the Company’s repayment of outstanding principal balances on the third-party construction mortgages for these joint ventures. See Note 5 in the Notes to Consolidated Financial Statements for further discussion.

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 nine months ended September 30, 2025, key drivers were:

Repaid $40.7 million on mortgage loans (inclusive of scheduled principal repayments);

Repaid $450.0 million of 3.375% unsecured notes;

Received net proceeds of $302.5 million from our unsecured commercial paper note program;

Paid dividends/distributions on Common Shares, Preferred Shares, Units (including OP Units and restricted units) and noncontrolling interests in partially owned properties totaling approximately $811.6 million;

Issued $500.0 million of seven-year 4.95% unsecured notes, receiving net proceeds of approximately $498.6 million before underwriting fees, hedge termination costs and other expenses; and

Repurchased and retired 1,466,818 Common Shares, at a weighted average purchase price of $64.26 per share, for an aggregate purchased amount of approximately $94.3 million. See Note 3 in the Notes to Consolidated Financial Statements for further discussion.

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 September 30, 2025 and December 31, 2024 (amounts in thousands):

September 30, 2025December 31, 2024
Cash and cash equivalents$93,092$62,302
Restricted deposits$106,410$97,864
Unsecured revolving credit facility availability$1,650,052$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 October 24, 2025 (amounts in thousands):

October 24, 2025
Unsecured revolving credit facility commitment$2,500,000
Commercial paper balance outstanding(821,500)
Unsecured revolving credit facility balance outstanding—
Other restricted amounts(3,448)
Unsecured revolving credit facility availability$1,675,052

Dividend Policy

The Company declared a dividend/distribution for the first, second and third quarters of 2025 of $0.6925 per share/unit in each quarter, 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 October 2025 amounted to $269.9 million (excluding distributions on Partially Owned Properties), which consisted of certain distributions declared during the quarter ended September 30, 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 $30.6 billion in investment in real estate on the Company’s balance sheet at September 30, 2025, $27.6 billion or 90.2% 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 September 30, 2025 is as follows:

Debt Summary as of September 30, 2025

($ in thousands)

Debt Balances% of Total
Secured$1,592,93518.9%
Unsecured6,842,85281.1%
Total$8,435,787100.0%
Fixed Rate Debt:
Secured – Conventional$1,403,05016.6%
Unsecured – Public5,996,68671.1%
Fixed Rate Debt7,399,73687.7%
Floating Rate Debt:
Secured – Tax Exempt189,8852.3%
Unsecured – Revolving Credit Facility——
Unsecured – Commercial Paper Program846,16610.0%
Floating Rate Debt1,036,05112.3%
Total$8,435,787100.0%

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 nine months and quarters ended September 30, 2025 and 2024:

Funds From Operations and Normalized Funds From Operations

(Amounts in thousands)

Nine Months Ended September 30,Quarter Ended September 30,
2025202420252024
Net income$760,451$637,104$296,868$148,517
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties(3,408)(3,098)(1,101)(1,059)
Preferred/preference distributions(1,067)(1,258)(356)(356)
Premium on redemption of Preferred Shares/Preference Units—(1,444)——
Net income available to Common Shares and Units / Units755,976631,304295,411147,102
Adjustments:
Depreciation752,292688,041254,657237,948
Depreciation – Non-real estate additions(2,697)(2,839)(863)(942)
Depreciation – Partially Owned Properties(1,467)(1,645)(504)(556)
Depreciation – Unconsolidated Properties12,9183,8814,1832,429
Net (gain) loss on sales of unconsolidated entities - operating assets(138)(710)—(710)
Net (gain) loss on sales of real estate properties(355,117)(227,829)(142,685)165
FFO available to Common Shares and Units / Units (1) (3) (4)1,161,7671,090,203410,199385,436
Adjustments:
Write-off of pursuit costs6,1221,9054,074536
Debt extinguishment and preferred share/preference unit redemption (gains) losses971,444——
Non-operating asset (gains) losses(23,717)(17,452)(24,341)(14,236)
Other miscellaneous items14,18953,4329,21812,758
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)$1,158,458$1,129,532$399,150$384,494
FFO (1) (3)$1,162,834$1,092,905$410,555$385,792
Preferred/preference distributions(1,067)(1,258)(356)(356)
Premium on redemption of Preferred Shares/Preference Units—(1,444)——
FFO available to Common Shares and Units / Units (1) (3) (4)$1,161,767$1,090,203$410,199$385,436
Normalized FFO (2) (3)$1,159,525$1,130,790$399,506$384,850
Preferred/preference distributions(1,067)(1,258)(356)(356)
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)$1,158,458$1,129,532$399,150$384,494

(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.

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