Table of Contents
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 March 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-12252 (Equity Residential)
Commission File Number: 0-24920 (ERP Operating Limited Partnership)
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Maryland (Equity Residential)
13-3675988 (Equity Residential)
Illinois (ERP Operating Limited Partnership)
36-3894853 (ERP Operating Limited Partnership)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Two North Riverside Plaza, Chicago, Illinois 60606
(312) 474-1300
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares of Beneficial Interest,$0.01 Par Value (Equity Residential)
EQR
New York Stock Exchange
7.57% Notes due August 15, 2026(ERP Operating Limited Partnership)
N/A
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Equity Residential:
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
l
ERP Operating Limited Partnership:
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 April 24, 2025 was 379,943,670.
EXPLANATORY NOTE
This report combines the reports on Form 10-Q for the quarterly period ended March 31, 2025 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 March 31, 2025 owned an approximate 97.0% ownership interest in, ERPOP. The remaining 3.0% 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 March 31, 2025 and December 31, 2024
2
Consolidated Statements of Operations and Comprehensive Income for the quarters ended March 31, 2025 and 2024
3
Consolidated Statements of Cash Flows for the quarters ended March 31, 2025 and 2024
5
Consolidated Statements of Changes in Equity for the quarters ended March 31, 2025 and 2024
8
Financial Statements of ERP Operating Limited Partnership:
10
11
13
Consolidated Statements of Changes in Capital for the quarters ended March 31, 2025 and 2024
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
35
Item 3. Quantitative and Qualitative Disclosures about Market Risk
44
Item 4. Controls and Procedures
PART II.
Item 1. Legal Proceedings
45
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
1
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except for share amounts)
(Unaudited)
March 31,
December 31,
2025
2024
ASSETS
Land
$
5,572,591
5,606,531
Depreciable property
24,158,601
24,039,412
Projects under development
144,706
261,706
Land held for development
59,772
63,142
Investment in real estate
29,935,670
29,970,791
Accumulated depreciation
(10,611,129
)
(10,412,463
Investment in real estate, net
19,324,541
19,558,328
Investments in unconsolidated entities
411,973
386,531
Cash and cash equivalents
39,849
62,302
Restricted deposits
101,694
97,864
Right-of-use assets
452,783
455,445
Other assets
231,345
273,706
Total assets
20,562,185
20,834,176
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net
1,593,803
1,630,690
Notes, net
5,949,081
5,947,376
Line of credit and commercial paper
304,000
543,679
Accounts payable and accrued expenses
149,342
99,347
Accrued interest payable
50,316
74,176
Lease liabilities
304,148
304,897
Other liabilities
274,374
310,559
Security deposits
77,312
75,611
Distributions payable
270,679
263,494
Total liabilities
8,973,055
9,249,829
Commitments and contingencies
Redeemable Noncontrolling Interests – Operating Partnership
337,699
338,563
Equity:
Shareholders' equity:
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 343,100 shares issued and outstanding as of March 31, 2025 and December 31, 2024
17,155
Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 379,840,678 shares issued and outstanding as of March 31, 2025 and 379,475,383 shares issued and outstanding as of December 31, 2024
3,798
3,795
Paid in capital
9,622,470
9,611,826
Retained earnings
1,400,511
1,407,570
Accumulated other comprehensive income (loss)
3,396
4,214
Total shareholders’ equity
11,047,330
11,044,560
Noncontrolling Interests:
Operating Partnership
207,090
201,942
Partially Owned Properties
(2,989
(718
Total Noncontrolling Interests
204,101
201,224
Total equity
11,251,431
11,245,784
Total liabilities and equity
See accompanying notes
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands except per share data)
Quarter Ended March 31,
REVENUES
Rental income
760,810
730,818
EXPENSES
Property and maintenance
143,973
134,630
Real estate taxes and insurance
111,752
108,927
Property management
35,816
35,458
General and administrative
18,255
15,720
Depreciation
256,746
225,695
Total expenses
566,542
520,430
Net gain (loss) on sales of real estate properties
154,152
188,185
Interest and other income
1,692
9,329
Other expenses
(4,156
(31,738
Interest:
Expense incurred, net
(72,114
(67,212
Amortization of deferred financing costs
(2,144
(1,918
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels
271,698
307,034
Income and other tax (expense) benefit
(422
(304
Income (loss) from investments in unconsolidated entities
(6,411
(1,698
Net gain (loss) on sales of land parcels
(67
—
Net income
264,798
305,032
Net (income) loss attributable to Noncontrolling Interests:
(7,102
(8,275
(1,104
(970
Net income attributable to controlling interests
256,592
295,787
Preferred distributions
(356
(547
Premium on redemption of Preferred Shares
(1,444
Net income available to Common Shares
256,236
293,796
Earnings per share – basic:
0.68
0.78
Weighted average Common Shares outstanding
379,208
378,812
Earnings per share – diluted:
0.67
0.77
391,179
390,561
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)
Comprehensive income:
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period
(1,504
Losses reclassified into earnings from other comprehensive income
686
610
Other comprehensive income (loss)
(818
Comprehensive income
263,980
305,642
Comprehensive (income) attributable to Noncontrolling Interests
(8,184
(9,262
Comprehensive income attributable to controlling interests
255,796
296,380
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Adjustments to reconcile net income to net cash provided by operating activities:
2,144
1,918
Amortization of discounts and premiums on debt
1,311
1,267
Amortization of deferred settlements on derivative instruments
683
608
Amortization of right-of-use assets
3,189
3,231
Write-off of pursuit costs
1,321
548
(Income) loss from investments in unconsolidated entities
6,411
1,698
Distributions from unconsolidated entities – return on capital
150
159
Net (gain) loss on sales of real estate properties
(154,152
(188,185
Net (gain) loss on sales of land parcels
67
Realized (gain) loss on investment securities
40
Unrealized (gain) loss on investment securities
(7,061
Compensation paid with Company Common Shares
10,370
9,469
Changes in assets and liabilities:
(Increase) decrease in other assets
25,405
22,737
Increase (decrease) in accounts payable and accrued expenses
51,306
54,289
Increase (decrease) in accrued interest payable
(23,860
(16,526
Increase (decrease) in lease liabilities
(541
(499
Increase (decrease) in other liabilities
(21,564
7,011
Increase (decrease) in security deposits
1,701
(360
Net cash provided by operating activities
425,525
421,031
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions
(837
Investment in real estate – development/other
(30,971
(25,491
Capital expenditures to real estate
(61,950
(73,520
Non-real estate capital additions
(935
(534
Interest capitalized for real estate and unconsolidated entities under development
(3,922
(3,150
Proceeds from disposition of real estate, net
226,749
247,334
Investments in unconsolidated entities – development/other
(32,320
(7,812
Distributions from unconsolidated entities – return of capital
331
Proceeds from sale of investment securities
359
Net cash provided by (used for) investing activities
97,341
136,006
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
CASH FLOWS FROM FINANCING ACTIVITIES:
Mortgage notes payable, net:
Lump sum payoffs
(37,940
Line of credit and commercial paper:
Commercial paper proceeds
11,238,316
1,186,790
Commercial paper repayments
(11,477,995
(1,370,000
Finance ground lease principal payments
(735
(719
Proceeds from Employee Share Purchase Plan (ESPP)
942
1,644
Proceeds from exercise of options
4,360
4,401
Common Shares repurchased and retired
(38,474
Redemption of Preferred Shares
(20,125
Other financing activities, net
(7
Contributions – Noncontrolling Interests – Partially Owned Properties
235
Contributions – Noncontrolling Interests – Operating Partnership
Distributions:
Common Shares
(256,401
(251,334
Preferred Shares
(964
Noncontrolling Interests – Operating Partnership
(8,309
(8,154
Noncontrolling Interests – Partially Owned Properties
(3,368
(2,323
Net cash provided by (used for) financing activities
(541,489
(500,472
Net increase (decrease) in cash and cash equivalents and restricted deposits
(18,623
56,565
Cash and cash equivalents and restricted deposits, beginning of period
160,166
139,995
Cash and cash equivalents and restricted deposits, end of period
141,543
196,560
44,535
152,025
Total cash and cash equivalents and restricted deposits, end of period
6
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized
89,541
77,149
Net cash paid (received) for income and other taxes
371
410
Amortization of deferred financing costs:
697
696
355
262
1,092
960
Amortization of discounts and premiums on debt:
698
706
613
561
Amortization of deferred settlements on derivative instruments:
(3
(2
Accumulated other comprehensive income
Write-off of pursuit costs:
82
128
1,151
88
65
(Income) loss from investments in unconsolidated entities:
6,104
1,390
307
308
Realized/unrealized (gain) loss on derivative instruments:
(555
2,059
Interest capitalized for real estate and unconsolidated entities under development:
(2,404
(1,159
(1,518
(1,991
Investments in unconsolidated entities – development/other:
(31,660
(7,152
(660
Right-of-use assets and lease liabilities initial measurement and reclassifications:
(527
527
Non-cash change in Supplemental Executive Retirement Plan (SERP) balances:
16,213
4,561
(16,324
(4,334
111
(227
7
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of period
37,280
Partial redemption of 8.29% Series K Cumulative Redeemable
Balance, end of period
COMMON SHARES, $0.01 PAR VALUE
3,793
Conversion of OP Units into Common Shares
Exercise of share options
Share-based employee compensation expense:
Restricted shares
3,789
PAID IN CAPITAL
9,601,866
Common Share Issuance:
4,406
254
4,400
Employee Share Purchase Plan (ESPP)
4,436
4,494
Share options
1,279
1,289
ESPP discount
194
296
Supplemental Executive Retirement Plan (SERP)
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership
755
(8,815
Adjustment for Noncontrolling Interests ownership in Operating Partnership
(5,839
(1,458
9,603,743
RETAINED EARNINGS
1,437,185
Common Share distributions
(263,295
(255,843
Preferred Share distributions
Premium on redemption of Preferred Shares – cash charge
(38,467
1,436,671
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
5,704
Accumulated other comprehensive income (loss) – derivative instruments:
6,314
DISTRIBUTIONS
Distributions declared per Common Share outstanding
0.6925
0.675
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)
NONCONTROLLING INTERESTS
OPERATING PARTNERSHIP
202,306
Issuance of restricted units to Noncontrolling Interests
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner
(4,407
(254
Equity compensation associated with Noncontrolling Interests
5,101
4,087
Net income attributable to Noncontrolling Interests
7,102
8,275
Distributions to Noncontrolling Interests
(8,600
(8,446
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership
109
(156
5,839
1,458
207,272
PARTIALLY OWNED PROPERTIES
994
1,104
970
Contributions by Noncontrolling Interests
(3,375
(2,330
Other
(1,000
(1,131
9
LIABILITIES AND CAPITAL
Redeemable Limited Partners
Capital:
Partners’ Capital:
Preference Units
General Partner
11,026,779
11,023,191
Limited Partners
Total partners’ capital
11,254,420
11,246,502
Total capital
Total liabilities and capital
(Amounts in thousands except per Unit data)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties
263,694
304,062
ALLOCATION OF NET INCOME:
356
547
Premium on redemption of Preference Units
1,444
Net income available to Units
263,338
302,071
Earnings per Unit – basic:
Weighted average Units outstanding
389,719
389,481
Earnings per Unit – diluted:
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties
262,876
304,672
12
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)
Proceeds from exercise of EQR options
OP Units repurchased and retired
Redemption of Preference Units
Contributions – Limited Partners
OP Units – General Partner
OP Units – Limited Partners
14
15
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
PARTNERS’ CAPITAL
PREFERENCE UNITS
GENERAL PARTNER
11,042,844
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner
4,407
Exercise of EQR share options
EQR’s Employee Share Purchase Plan (ESPP)
EQR restricted shares
4,438
4,496
EQR share options
EQR ESPP discount
Net income available to Units – General Partner
OP Units – General Partner distributions
Change in market value of Redeemable Limited Partners
Adjustment for Limited Partners ownership in Operating Partnership
11,044,203
LIMITED PARTNERS
Issuance of restricted units to Limited Partners
Equity compensation associated with Units – Limited Partners
Net income available to Units – Limited Partners
Units – Limited Partners distributions
Change in carrying value of Redeemable Limited Partners
Distributions declared per Unit outstanding
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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.
As of March 31, 2025, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 312 properties located in 10 states and the District of Columbia consisting of 84,648 apartment units. The ownership breakdown includes (table does not include any uncompleted development properties):
Properties
Apartment Units
Wholly Owned Properties
294
80,010
Partially Owned Properties – Consolidated
2,656
Partially Owned Properties – Unconsolidated
1,982
312
84,648
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 quarter ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
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, 2024 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, 2024.
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 November 2024, the Financial Accounting Standards Board (“FASB”) issued a new standard on disaggregation of income statement expenses, which requires an entity to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in a tabular format in the notes to the financial statements. The standard will be effective for annual reporting periods beginning after December 15, 2026 and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of the new rules on its disclosures.
In March 2024, the Securities and Exchange Commission ("SEC") adopted final rules that will require certain climate-related information in registration statements and annual reports. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. In March 2025, the SEC voted to end its defense of the rules. The new rules include a requirement to disclose material climate-related risks, descriptions of board and management oversight and risk management activities, the material impacts of these risks on a registrant’s strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects and costs of severe weather events and other natural conditions and greenhouse gas emissions. Prior to the stay of the new rules, they would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosures, which would have been effective for annual periods beginning January 1, 2026. The Company is currently monitoring the legal challenges and evaluating the potential impact of the new rules on its disclosures.
In December 2023, the FASB issued an amendment to the income tax standards which requires disclosure enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. The new standard will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. Due to the nature of the Company's operations and the immaterial amount of income taxes incurred/paid due to its status as a REIT, we expect the adoption of the standard to have no impact on its disclosures. See the Income and Other Taxes section above for additional discussion.
In November 2023, the FASB issued an amendment to the segment reporting standards which requires disclosure for each reportable segment, on an interim and annual basis, of the significant expense categories and amounts that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. Additionally, it requires disclosure of the title and position of the individual or the name of the group or committee identified as the chief operating decision maker. The Company adopted the standard when effective for annual periods beginning January 1, 2024 and interim periods beginning January 1, 2025 on a retrospective basis. See Note 12 for further discussion.
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.
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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 quarters ended March 31, 2025 and 2024:
Common Shares outstanding at January 1,
379,475,383
379,291,417
Common Shares Issued:
Conversion of OP Units
107,399
7,967
67,804
82,742
15,062
32,496
Restricted share grants, net
175,030
177,581
Common Shares Other:
Repurchased and retired
(652,452
Common Shares outstanding at March 31,
379,840,678
378,939,751
Units
Units outstanding at January 1,
11,543,773
11,581,306
Restricted unit grants, net
286,898
159,283
Conversion of OP Units to Common Shares
(107,399
(7,967
Units outstanding at March 31,
11,723,272
11,732,622
Total Common Shares and Units outstanding at March 31,
391,563,950
390,672,373
Units Ownership Interest in Operating Partnership
3.0
%
The following table presents the changes in the Operating Partnership’s issued and outstanding General Partner Units and Limited Partner Units for the quarters ended March 31, 2025 and 2024:
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,
391,019,156
390,872,723
Issued to General Partner:
EQR’s restricted share grants, net
Issued to Limited Partners:
General Partner Other:
General and Limited Partner Units outstanding at March 31,
Limited Partner Units
Limited Partner Units outstanding at January 1,
Limited Partner restricted unit grants, net
Conversion of Limited Partner OP Units to EQR Common Shares
Limited Partner Units outstanding at March 31,
Limited Partner Units Ownership Interest in Operating Partnership
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
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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 March 31, 2025 and December 31, 2024.
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 March 31, 2025 and 2024, the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners have a redemption value of approximately $337.7 million and $298.2 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 quarters ended March 31, 2025 and 2024, respectively (amounts in thousands):
Balance at January 1,
289,248
Change in market value
(755
8,815
Change in carrying value
(109
156
Balance at March 31,
298,219
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.
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The following table presents the Company’s issued and outstanding Preferred Shares/Preference Units as of March 31, 2025 and December 31, 2024:
Amounts in thousands
Annual
Call
Dividend Per
Date (1)
Share/Unit (2)
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; 343,100 shares/units issued and outstanding as of March 31, 2025 and December 31, 2024
12/10/2026
4.145
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 March 31, 2025.
The Company may repurchase up to 13.0 million Common Shares under its share repurchase program, which was reauthorized during the quarter ended March 31, 2025. As no Common Shares have been repurchased since the reauthorization, all 13.0 million shares remain available to repurchase as of March 31, 2025.
The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of March 31, 2025 and December 31, 2024 (amounts in thousands):
March 31, 2025
December 31, 2024
Depreciable property:
Buildings and improvements
20,719,045
20,635,583
Furniture, fixtures and equipment
2,878,231
2,840,691
In-Place lease intangibles
561,325
563,138
Projects under development:
36,786
40,034
Construction-in-progress
107,920
221,672
Land held for development:
42,538
46,160
17,234
16,982
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During the quarter ended March 31, 2025, the Company disposed of the following to unaffiliated parties (sales price and net gain (loss) in thousands):
Sales Price
Net Gain (Loss)
Rental Properties – Consolidated
546
225,600
Land Parcel (one) – Consolidated
4,300
Total
229,900
154,085
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 March 31, 2025:
Operating Properties
Projects Under Development (1)
Projects
Apartment Units (2)
Consolidated Joint Ventures (VIE)
440
The following table provides consolidated assets and liabilities related to the Company's VIEs as of March 31, 2025 and December 31, 2024 (amounts in thousands):
Consolidated Assets
536,378
528,076
Consolidated Liabilities
50,834
47,137
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.
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The following table and information summarizes the Company’s investments in unconsolidated entities as of March 31, 2025 and December 31, 2024 (amounts in thousands except for ownership percentage):
Ownership Percentage
Investments in Unconsolidated Entities:
Various Real Estate Holdings (VIE)
34,840
34,510
Varies
Development and Lease-Up Projects and Land Held for Development (VIE)
348,961
323,998
62% - 95% (1)
Real Estate Technology Funds/Companies (VIE)
28,427
28,276
(255
(253
The following table summarizes the Company’s unconsolidated joint ventures that were deemed to be VIEs as of March 31, 2025:
Development Lease-Up Projects (1)
Real Estate Holdings (2)
Projects Under Development (3)
Projects Held for Development (3), (4)
Entities
Apartment Units (5)
Unconsolidated Joint Ventures (VIE)
639
526
The following table presents the Company’s restricted deposits as of March 31, 2025 and December 31, 2024 (amounts in thousands):
Mortgage escrow deposits:
217
Mortgage principal reserves/sinking funds
33,314
31,208
Mortgage escrow deposits
33,724
31,425
Restricted cash:
Restricted deposits on real estate investments
2,159
2,143
Resident security and utility deposits
45,242
44,287
Replacement reserves
18,699
17,914
1,870
2,095
Restricted cash
67,970
66,439
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.
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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 March 31, 2025 and 2024 (amounts in thousands):
March 31, 2024
Income Type
Residential Leases
Non-Residential Leases
Residential and non-residential rent
680,261
16,848
697,109
654,543
18,823
673,366
Utility recoveries (RUBS income) (1)
25,316
182
25,498
22,669
227
22,896
Parking rent
11,863
400
12,263
11,424
220
11,644
Other lease revenue, net (2)
991
(376
615
(1,908
(76
(1,984
Total lease revenue
718,431
17,054
735,485
686,728
19,194
705,922
Parking revenue
435
10,239
10,674
341
10,337
10,678
Other revenue
14,405
246
14,651
14,185
33
14,218
Total other rental income (3)
14,840
10,485
25,325
14,526
24,896
733,271
27,539
701,254
29,564
The following table presents residential accounts receivable and straight-line receivable balances for the Company’s properties as of March 31, 2025 and December 31, 2024 (amounts in thousands):
Balance Sheet (Other assets):
Residential accounts receivable balances
14,368
15,152
Allowance for doubtful accounts
(9,487
(9,904
Net receivable balances
4,881
5,248
Straight-line receivable balances
11,541
10,234
The following table presents residential bad debt for the Company’s properties for the quarters ended March 31, 2025 and 2024 (amounts in thousands):
Income Statement (Rental income):
Bad debt, net
7,697
9,215
% of residential rental income
1.0
1.3
EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. Weighted average interest rates noted below for the quarter ended March 31, 2025 include the effect of any derivative instruments and amortization of premiums/discounts/OCI (other comprehensive income) on debt and derivatives.
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Mortgage Notes Payable
The following table summarizes the Company’s mortgage notes payable activity for the quarter ended March 31, 2025 (amounts in thousands):
Mortgage notes payable, net as of December 31, 2024
Proceeds
Scheduled principal repayments
Amortization of premiums/discounts
Amortization of deferred financing costs, net (1)
Mortgage notes payable, net as of March 31, 2025
Fixed Rate Debt:
Secured – Conventional
1,401,099
392
320
1,401,811
Floating Rate Debt:
Secured – Tax Exempt
229,591
306
191,992
The following table summarizes certain interest rate and maturity date information as of and for the quarter ended March 31, 2025:
Interest Rate Ranges (ending)
0.10% - 5.25%
Weighted Average Interest Rate
3.77%
Maturity Date Ranges
2029-2061
As of March 31, 2025, the Company had $202.7 million of secured tax-exempt bonds subject to third-party credit enhancement.
Notes
The following table summarizes the Company’s notes activity for the quarter ended March 31, 2025 (amounts in thousands):
Notes, net as of December 31, 2024
Notes, net as of March 31, 2025
Unsecured – Public
1.85% - 7.57%
3.68%
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 quarter ended March 31, 2025.
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 and other terms and conditions per the agreement. The Company did not borrow any amounts under its revolving credit facility during the quarter ended March 31, 2025.
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
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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 quarter ended March 31, 2025:
Weighted Average Interest Rate (1)
4.55%
Weighted Average Maturity (in days)
Weighted Average Amount Outstanding
$390.2 million
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 March 31, 2025 (amounts in thousands):
Unsecured revolving credit facility commitment
2,500,000
Commercial paper balance outstanding
(304,000
Unsecured revolving credit facility balance outstanding
Other restricted amounts
(3,438
Unsecured revolving credit facility availability
2,192,562
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:
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.
Derivatives
Readily observable market parameters such as forward yield curves and credit default swap data.
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The fair values of the Company’s financial instruments (other than the items listed above and the investments disclosed below) 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 March 31, 2025 and December 31, 2024, respectively (amounts in thousands):
Carrying Value
Estimated FairValue (Level 2)
1,512,641
1,506,955
Unsecured debt, net
6,253,081
5,857,140
6,491,055
6,036,591
Total debt, net
7,846,884
7,369,781
8,121,745
7,543,546
The following table summarizes the Company's consolidated derivative instruments at March 31, 2025 (dollar amounts are in thousands):
Forward StartingSwaps (1)
Current Notional Balance
250,000
Lowest Interest Rate
3.663
Highest Interest Rate
4.006
Maturity Date
2035
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 March 31, 2025 and December 31, 2024, respectively (amounts in thousands):
Fair Value Measurements at Reporting Date Using
Description
Balance SheetLocation
3/31/2025
Quoted Prices inActive Markets forIdentical Assets/Liabilities(Level 1)
Significant OtherObservable Inputs(Level 2)
SignificantUnobservable Inputs(Level 3)
Assets
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps
Other Assets
555
Supplemental Executive Retirement Plan
93,722
94,277
Liabilities
Other Liabilities
95,781
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Mezzanine
28
12/31/2024
Significant Other Observable Inputs (Level 2)
Significant UnobservableInputs(Level 3)
109,935
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 quarters ended March 31, 2025 and 2024, respectively (amounts in thousands):
March 31, 2025Type of Cash Flow Hedge
Amount ofGain/(Loss) Recognized in OCI on Derivative
Location ofGain/(Loss) Reclassified from Accumulated OCI into Income
Amount ofGain/(Loss) Reclassified from Accumulated OCI into Income
Interest expense
(686
March 31, 2024Type of Cash Flow Hedge
Amount of Gain/(Loss) Recognized in OCI on Derivative
(610
As of March 31, 2025 and December 31, 2024, there were approximately $3.4 million and $4.2 million in deferred gains, net, included in accumulated other comprehensive income (loss), respectively, related to previously settled and/or unsettled derivative instruments, of which an estimated $0.9 million may be recognized as additional interest expense during the twelve months ending March 31, 2026.
The Company has invested in various equity securities without readily determinable fair values and has elected to measure them using the measurement alternative in accordance with the applicable accounting standards for equity securities. These investments are carried at cost less any impairment and adjusted to fair value if there are observable price changes for an identical or similar investment of the same issuer.
The following table summarizes the Company’s real estate technology investment securities included in other assets as of March 31, 2025 and December 31, 2024 (amounts in thousands):
Real Estate Technology Investments
21,760
22,159
During the quarter ended March 31, 2025, the Company sold a portion of one of these investment securities for proceeds of approximately $0.4 million, which approximated the Company's basis in the investment security.
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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):
Numerator for net income per share – basic:
Allocation to Noncontrolling Interests – Operating Partnership
Numerator for net income per share – basic
Numerator for net income per share – diluted:
Numerator for net income per share – diluted
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic
Effect of dilutive securities:
OP Units
10,511
10,669
Long-term compensation shares/units
1,460
1,080
Denominator for net income per share – diluted
Net income per share – basic
Net income per share – diluted
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):
Numerator for net income per Unit – basic and diluted:
Allocation to Preference Units
Allocation to premium on redemption of Preference Units
Numerator for net income per Unit – basic and diluted
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit – basic
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term compensation shares/units
Denominator for net income per Unit – diluted
Net income per Unit – basic
Net income per Unit – diluted
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Commitments
Real Estate Development Commitments
As of March 31, 2025, 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 March 31, 2025 (total project costs remaining in thousands):
Total Project Costs Remaining (1)
Projects Under Development
Consolidated
87,466
Unconsolidated
182,839
Total Projects Under Development
1,079
270,305
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 5 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 March 31, 2025, the Company has invested in ten separate such investments totaling $44.2 million with aggregate remaining commitments of approximately $13.8 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 is involved in various pending and threatened legal proceedings which arise in the ordinary course of business. The Company evaluates these litigation matters on an ongoing basis, but in no event less than quarterly, in assessing the adequacy of its accruals and disclosures. For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, the Company records new accruals and/or adjusts existing accruals that represent its best estimate of the loss incurred based on the facts and circumstances known at that time. As of March 31, 2025 and December 31, 2024, the Company’s litigation accruals approximated $42.1 million and $42.4 million, respectively, and are included in other liabilities in the consolidated balance sheets. Actual losses may differ materially from the amounts noted above and the ultimate outcome of these legal proceedings is generally not yet determinable. As of March 31, 2025 and December 31, 2024, the Company does not believe there is any litigation pending or threatened against it that, either individually or in the aggregate and inclusive of the matters accrued for as noted above, may reasonably be expected to have a material adverse effect on the Company and its financial condition.
The Company has been named as a defendant in a number of cases filed in late 2022 and 2023 alleging antitrust violations by RealPage, Inc., a seller of revenue management software products, and various owners and/or operators of multifamily housing, including us, that have utilized these products. The complaints allege collusion among the defendants to illegally fix and inflate the pricing of multifamily rents and seek monetary damages, injunctive relief, fees and costs. All of the cases except for one have been consolidated into a single putative class action in the United States District Court for the Middle District of Tennessee. On December 28, 2023, motions to dismiss this consolidated action, filed by RealPage, Inc. as well as us and our multifamily co-defendants, were denied by the Court and the case is proceeding. Another case with similar allegations has been filed by the District of Columbia against RealPage, Inc. and a number of multifamily owners and/or operators, including us, and no assurance can be given that similar additional cases will not be filed in the future. We believe these various lawsuits are without merit and we intend to vigorously defend against them. As these proceedings are in the early stages, it is not possible for the Company to predict the outcome nor is it possible to estimate
31
the amount of loss, if any, which may be associated with an adverse decision in any of these cases.
The Company is named as a defendant in a class action in the United States District Court for the Northern District of California filed in 2016 which alleges that the amount of late fees charged by the Company were improperly determined under California law. The plaintiffs are seeking monetary damages and other relief. On April 8, 2024, the Court issued certain findings of facts and conclusions of law that are adverse to the Company’s legal position. At this time, the Company is continuing to defend the action. While the resolution of this matter cannot be predicted with certainty, the Company does not believe that the eventual outcome will have a material adverse effect on the Company and its financial condition.
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, who is the Company’s chief executive officer, 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 of our apartment communities geographically by market on a same store basis and in total on a non-same store basis, which represent our operating segments.
The Company has aggregated its geographic same store operating segments into one reportable segment called same store. Management believes the properties in the same store reportable segment have similar economic characteristics, facilities, services and residents, which is in alignment with the required aggregation criteria. The following reflects the two reportable segments for the Company:
The Company has non-residential activities included in each of its reportable segments, which account for less than 4.0% of total revenues for the quarter ended March 31, 2025 and serve as an amenity for our residential residents. All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the quarters ended March 31, 2025 and 2024, respectively.
The primary financial measure for the Company’s reportable segments 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.
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The following table presents a reconciliation of net income per the consolidated statements of operations to NOI for the quarters ended March 31, 2025 and 2024, respectively (amounts in thousands):
Adjustments:
(1,692
(9,329
4,156
31,738
72,114
67,212
Income and other tax expense (benefit)
422
304
Total NOI
505,085
487,261
The following table presents NOI from our rental real estate for the quarters ended March 31, 2025 and 2024, respectively (amounts in thousands):
Rental Income
Operating Expenses
NOI
Same store (1)
Los Angeles
120,939
38,807
82,132
119,267
37,830
81,437
Orange County
31,846
7,256
24,590
31,101
6,897
24,204
San Diego
21,106
4,686
16,420
20,624
4,346
16,278
Subtotal - Southern California
173,891
50,749
123,142
170,992
49,073
121,919
San Francisco
110,832
34,542
76,290
107,190
33,446
73,744
Washington, D.C.
112,437
36,545
75,892
107,868
33,840
74,028
New York
126,156
52,999
73,157
123,964
51,377
72,587
Boston
81,697
25,479
56,218
80,451
24,089
56,362
Seattle
71,775
20,512
51,263
69,770
19,973
49,797
Denver
19,168
6,056
13,112
19,753
6,033
13,720
Other Expansion Markets
19,844
8,359
11,485
20,455
8,127
12,328
Total same store
715,800
235,241
480,559
700,443
225,958
474,485
Non-same store
43,596
15,996
27,600
9,266
4,708
4,558
Total reportable segments
759,396
251,237
508,159
709,709
230,666
479,043
Other (2)
1,414
4,488
(3,074
21,109
12,891
8,218
Totals
255,725
243,557
The following table presents a reconciliation of operating expenses for each reportable segment for the quarters ended March 31, 2025 and 2024, respectively (amounts in thousands):
Same Store (1)
Non-Same Store
Operating expenses:
Real estate taxes
94,556
5,625
100,181
91,907
1,691
93,598
On-site payroll
43,444
3,223
46,667
42,019
848
42,867
Utilities
39,479
2,548
42,027
36,145
814
36,959
Repairs and maintenance
29,437
2,476
31,913
29,091
529
29,620
28,325
2,124
30,449
26,796
826
27,622
The following table presents a reconciliation of total assets and capital expenditures as of and for the quarter ended March 31, 2025 (amounts in thousands):
17,583,318
2,339,611
639,256
Capital expenditures
54,944
6,950
56
61,950
There have been no material subsequent events occurring since March 31, 2025.
34
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.
The Company’s corporate headquarters is located in Chicago, Illinois and the Company also operates regional property management offices in most of its markets.
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.
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)
ApartmentUnits
DispositionYield
311
84,249
Dispositions:
Consolidated Rental Properties
(546
(225,600
(5.2
%)
Consolidated Land Parcels
(4,300
Completed Developments – Consolidated
225
Completed Developments – Unconsolidated
720
Dispositions
Developments
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.
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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 EndedMarch 31
Diluted earnings per share/unit for period ended 2024
Property NOI
0.04
(0.01
Corporate overhead (1)
Net gain/loss on property sales
(0.09
Non-operating asset gains/losses
(0.02
Depreciation expense
(0.08
0.07
Diluted earnings per share/unit for period ended 2025
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):
$Change
%Change
(40,234
(13.2
)%
358
2,535
16.1
31,051
13.8
34,033
(18.1
7,637
(81.9
(27,582
(86.9
4,902
7.3
226
11.8
118
38.8
4,713
277.6
100.0
17,824
3.7
Rental income:
Same store
15,357
2.2
Non-same store/other
45,010
30,375
14,635
48.2
Total rental income
29,992
4.1
9,283
20,484
17,599
2,885
16.4
Total operating expenses
12,168
5.0
NOI:
6,074
24,526
12,776
11,750
92.0
See Note 12 in the Notes to Consolidated Financial Statements for our disclosure of reportable segments.
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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.
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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
Q1 2025 % of Actual NOI
Q1 2025 Average Rental Rate
Q1 2025 Weighted Average Physical Occupancy %
Q1 2025 Turnover
AverageRental Rate
PhysicalOccupancy
Turnover
14,136
17.7
2,956
95.7
9.0
1.2
0.2
(0.6
3,718
5.3
2,964
96.3
7.2
(0.2
2,209
3.5
3,284
8.8
1.8
0.1
Subtotal – Southern California
20,063
26.5
2,994
95.9
8.7
1.4
11,093
16.3
3,387
96.8
8.3
0.3
(1.2
13,534
2,800
97.3
6.0
4.4
(1.0
8,536
14.5
4,710
97.6
6.3
2.6
0.6
7,077
11.2
3,657
95.8
7.1
2.8
(0.3
8,747
10.3
2,647
96.5
3.3
0.4
(0.7
2,792
2,354
95.5
10.6
(2.3
3,520
2.3
1,879
95.1
9.5
(4.7
(0.1
(3.7
75,362
3,160
7.9
2.4
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.
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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):
Cash flows provided by (used for):
Operating activities
Investing activities
Financing activities
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:
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:
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):
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
(480,300
(3,428
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.
41
The Company’s total debt summary schedule as of March 31, 2025 is as follows:
Debt Summary as of March 31, 2025
DebtBalances
% of Total
Secured
20.3
Unsecured
79.7
17.9
75.8
Fixed Rate Debt
7,350,892
93.7
Unsecured – Revolving Credit Facility
Unsecured – Commercial Paper Program
3.9
Floating Rate Debt
495,992
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.
42
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:
Preferred/preference distributions
Premium on redemption of Preferred Shares/Preference Units
Net income available to Common Shares and Units / Units
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
FFO available to Common Shares and Units / Units (1) (3) (4)
368,935
338,419
Debt extinguishment and preferred share/preference unit redemption (gains) losses
97
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
Normalized FFO (2) (3)
372,874
365,443
•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.
43
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company’s and the Operating Partnership’s market risk has not changed materially from the amounts and information reported in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, to the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.
Effective as of March 31, 2025, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the first quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Effective as of March 31, 2025, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation referred to above that occurred during the first quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
PART II. OTHER INFORMATION
There have been no changes to the legal proceedings discussed in Part I, Item 3 of the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2024. As of March 31, 2025, the Company does not believe there is any litigation pending or threatened against it that, either individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company and its financial condition. See Note 11 in the Notes to Consolidated Financial Statements for further discussion.
There have been no material changes to the risk factors that were discussed in Part I, Item 1A of the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.
Unregistered Common Shares Issued in the Quarter Ended March 31, 2025 (Equity Residential)
During the quarter ended March 31, 2025, EQR issued 107,399 Common Shares in exchange for 107,399 OP Units held by various limited partners of ERPOP. OP Units are generally exchangeable into Common Shares on a one-for-one basis or, at the option of ERPOP, the cash equivalent thereof, at any time one year after the date of issuance. These shares were either registered under the Securities Act of 1933, as amended (the “Securities Act”), or issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering. In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions.
None.
Not applicable.
During the quarter ended March 31, 2025, no trustee or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 6. Exhibits – See the Exhibit Index.
EXHIBIT INDEX
The exhibits listed below are filed as part of this report. References to exhibits or other filings under the caption “Location” indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. The Commission file numbers for our Exchange Act filings referenced below are 1-12252 (Equity Residential) and 0-24920 (ERP Operating Limited Partnership).
Exhibit
Location
10.1
Form of 2025 Long-Term Incentive Plan Award Agreement.
Attached herein.
31.1
Equity Residential – Certification of Mark J. Parrell, Chief Executive Officer.
31.2
Equity Residential – Certification of Robert A. Garechana, Chief Financial Officer.
31.3
ERP Operating Limited Partnership – Certification of Mark J. Parrell, Chief Executive Officer of Registrant’s General Partner.
31.4
ERP Operating Limited Partnership – Certification of Robert A. Garechana, Chief Financial Officer of Registrant’s General Partner.
32.1
Equity Residential – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of the Company.
32.2
Equity Residential – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Robert A. Garechana, Chief Financial Officer of the Company.
32.3
ERP Operating Limited Partnership – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Executive Officer of Registrant’s General Partner.
32.4
ERP Operating Limited Partnership – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Robert A. Garechana, Chief Financial Officer of Registrant’s General Partner.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
46
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
April 30, 2025
By:
/s/ Robert A. Garechana
Robert A. Garechana
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Ian S. Kaufman
Ian S. Kaufman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL
ITS GENERAL PARTNER