EQUITY RESIDENTIAL - Quarter Report: 2025 March (Form 10-Q)

Available Information

Business Objectives and Operating and Investing Strategies

Item 1. Legal Proceedings

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

SIGNATURES

EQUITY RESIDENTIAL - Quarter Report: 2025 March (Form 10-Q)

Available Information

Business Objectives and Operating and Investing Strategies

Item 1. Legal Proceedings

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

SIGNATURES

Similar companies

10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

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: (Equity Residential)

Commission File Number: (ERP Operating Limited Partnership)

(Exact name of registrant as specified in its charter)


(Equity Residential)		(Equity Residential)
(ERP Operating Limited Partnership)		(ERP Operating Limited Partnership)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

, ,		()
(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

	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 ☒ No ☐	ERP Operating Limited Partnership ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Equity Residential ☒ No ☐	ERP Operating Limited Partnership ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Equity Residential:

ERP Operating Limited Partnership:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Equity Residential ☐	ERP Operating Limited Partnership ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Equity Residential Yes No ☒	ERP Operating Limited Partnership Yes No ☒

The number of EQR Common Shares of Beneficial Interest, $0.01 par value, outstanding on April 24, 2025 was .

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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.

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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.

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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:

Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	10

Consolidated Statements of Operations and Comprehensive Income for the quarters ended March 31, 2025 and 2024	11

Consolidated Statements of Cash Flows for the quarters ended March 31, 2025 and 2024	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	44

PART II.

Item 1. Legal Proceedings	45

Item 1A. Risk Factors	45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3. Defaults Upon Senior Securities	45

Item 4. Mine Safety Disclosures	45

Item 5. Other Information	45

Item 6. Exhibits	45

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EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

(Unaudited)


	March 31,			December 31,
	2025			2024
ASSETS
Land	$			$
Depreciable property
Projects under development
Land held for development
Investment in real estate
Accumulated depreciation		(	)		(	)
Investment in real estate, net
Investments in unconsolidated entities
Cash and cash equivalents
Restricted deposits
Right-of-use assets
Other assets
Total assets	$			$

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$			$
Notes, net
Line of credit and commercial paper
Accounts payable and accrued expenses
Accrued interest payable
Lease liabilities
Other liabilities
Security deposits
Distributions payable
Total liabilities

Commitments and contingencies

Redeemable Noncontrolling Interests – Operating Partnership
Equity:
Shareholders' equity:
Preferred Shares of beneficial interest, $ par value; shares authorized; shares issued and outstanding as of March 31, 2025 and December 31, 2024
Common Shares of beneficial interest, $ par value; shares authorized; shares issued and outstanding as of March 31, 2025 and shares issued and outstanding as of December 31, 2024
Paid in capital
Retained earnings
Accumulated other comprehensive income (loss)
Total shareholders’ equity
Noncontrolling Interests:
Operating Partnership
Partially Owned Properties		(	)		(	)
Total Noncontrolling Interests
Total equity
Total liabilities and equity	$			$

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
REVENUES
Rental income	$			$

EXPENSES
Property and maintenance
Real estate taxes and insurance
Property management
General and administrative
Depreciation
Total expenses

Net gain (loss) on sales of real estate properties
Interest and other income
Other expenses		(	)		(	)
Interest:
Expense incurred, net		(	)		(	)
Amortization of deferred financing costs		(	)		(	)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels
Income and other tax (expense) benefit		(	)		(	)
Income (loss) from investments in unconsolidated entities		(	)		(	)
Net gain (loss) on sales of land parcels		(	)		—
Net income
Net (income) loss attributable to Noncontrolling Interests:
Operating Partnership		(	)		(	)
Partially Owned Properties		(	)		(	)
Net income attributable to controlling interests
Preferred distributions		(	)		(	)
Premium on redemption of Preferred Shares					(	)
Net income available to Common Shares	$			$

Earnings per share – basic:
Net income available to Common Shares	$			$
Weighted average Common Shares outstanding

Earnings per share – diluted:
Net income available to Common Shares	$			$
Weighted average Common Shares outstanding

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
Comprehensive income:
Net income	$			$
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period		(	)
Losses reclassified into earnings from other comprehensive income
Other comprehensive income (loss)		(	)
Comprehensive income
Comprehensive (income) attributable to Noncontrolling Interests		(	)		(	)
Comprehensive income attributable to controlling interests	$			$

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$			$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
Amortization of deferred financing costs
Amortization of discounts and premiums on debt
Amortization of deferred settlements on derivative instruments
Amortization of right-of-use assets
Write-off of pursuit costs
(Income) loss from investments in unconsolidated entities
Distributions from unconsolidated entities – return on capital
Net (gain) loss on sales of real estate properties		(	)		(	)
Net (gain) loss on sales of land parcels					—
Realized (gain) loss on investment securities					—
Unrealized (gain) loss on investment securities		—			(	)
Compensation paid with Company Common Shares
Changes in assets and liabilities:
(Increase) decrease in other assets
Increase (decrease) in accounts payable and accrued expenses
Increase (decrease) in accrued interest payable		(	)		(	)
Increase (decrease) in lease liabilities		(	)		(	)
Increase (decrease) in other liabilities		(	)
Increase (decrease) in security deposits					(	)
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions		—			(	)
Investment in real estate – development/other		(	)		(	)
Capital expenditures to real estate		(	)		(	)
Non-real estate capital additions		(	)		(	)
Interest capitalized for real estate and unconsolidated entities under development		(	)		(	)
Proceeds from disposition of real estate, net
Investments in unconsolidated entities – development/other		(	)		(	)
Distributions from unconsolidated entities – return of capital
Proceeds from sale of investment securities					—
Net cash provided by (used for) investing activities

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
CASH FLOWS FROM FINANCING ACTIVITIES:
Mortgage notes payable, net:
Lump sum payoffs	$	(	)	$	—
Line of credit and commercial paper:
Commercial paper proceeds
Commercial paper repayments		(	)		(	)
Finance ground lease principal payments		(	)		(	)
Proceeds from Employee Share Purchase Plan (ESPP)
Proceeds from exercise of options
Common Shares repurchased and retired		—			(	)
Redemption of Preferred Shares		—			(	)
Premium on redemption of Preferred Shares		—			(	)
Other financing activities, net		(	)		(	)
Contributions – Noncontrolling Interests – Partially Owned Properties		—
Contributions – Noncontrolling Interests – Operating Partnership
Distributions:
Common Shares		(	)		(	)
Preferred Shares		(	)		(	)
Noncontrolling Interests – Operating Partnership		(	)		(	)
Noncontrolling Interests – Partially Owned Properties		(	)		(	)
Net cash provided by (used for) financing activities		(	)		(	)
Net increase (decrease) in cash and cash equivalents and restricted deposits		(	)
Cash and cash equivalents and restricted deposits, beginning of period
Cash and cash equivalents and restricted deposits, end of period	$			$

Cash and cash equivalents and restricted deposits, end of period
Cash and cash equivalents	$			$
Restricted deposits
Total cash and cash equivalents and restricted deposits, end of period	$			$

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$			$
Net cash paid (received) for income and other taxes	$			$
Amortization of deferred financing costs:
Other assets	$			$
Mortgage notes payable, net	$			$
Notes, net	$			$
Amortization of discounts and premiums on debt:
Mortgage notes payable, net	$			$
Notes, net	$			$
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(	)	$	(	)
Accumulated other comprehensive income	$			$
Write-off of pursuit costs:
Investment in real estate, net	$			$
Investments in unconsolidated entities	$			$
Other assets	$			$
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$			$
Other liabilities	$			$
Realized/unrealized (gain) loss on derivative instruments:
Other assets	$	(	)	$	—
Other liabilities	$			$	—
Accumulated other comprehensive income	$	(	)	$	—
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(	)	$	(	)
Investments in unconsolidated entities	$	(	)	$	(	)
Investments in unconsolidated entities – development/other:
Investments in unconsolidated entities	$	(	)	$	(	)
Other liabilities	$	(	)	$	(	)
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets	$	(	)	$	—
Lease liabilities	$			$	—
Non-cash change in Supplemental Executive Retirement Plan (SERP) balances:
Other assets	$			$
Other liabilities	$	(	)	$	(	)
Paid in capital	$			$	(	)

See accompanying notes

Table of Contents

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands except per share data)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
SHAREHOLDERS’ EQUITY
PREFERRED SHARES
Balance, beginning of period	$			$
Partial redemption of % Series K Cumulative Redeemable		—			(	)
Balance, end of period	$			$
COMMON SHARES, $ PAR VALUE
Balance, beginning of period	$			$
Conversion of OP Units into Common Shares					—
Exercise of share options		—
Common Shares repurchased and retired		—			(	)
Share-based employee compensation expense:
Restricted shares
Balance, end of period	$			$
PAID IN CAPITAL
Balance, beginning of period	$			$
Common Share Issuance:
Conversion of OP Units into Common Shares
Exercise of share options
Employee Share Purchase Plan (ESPP)
Share-based employee compensation expense:
Restricted shares
Share options
ESPP discount
Supplemental Executive Retirement Plan (SERP)					(	)
Change in market value of Redeemable Noncontrolling Interests – Operating Partnership					(	)
Adjustment for Noncontrolling Interests ownership in Operating Partnership		(	)		(	)
Balance, end of period	$			$
RETAINED EARNINGS
Balance, beginning of period	$			$
Net income attributable to controlling interests
Common Share distributions		(	)		(	)
Preferred Share distributions		(	)		(	)
Premium on redemption of Preferred Shares – cash charge		—			(	)
Common Shares repurchased and retired		—			(	)
Balance, end of period	$			$
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period	$			$
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period		(	)		—
Losses reclassified into earnings from other comprehensive income
Balance, end of period	$			$

DISTRIBUTIONS
Distributions declared per Common Share outstanding	$			$

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Amounts in thousands except per share data)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
NONCONTROLLING INTERESTS
OPERATING PARTNERSHIP
Balance, beginning of period	$			$
Issuance of restricted units to Noncontrolling Interests
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner		(	)		(	)
Equity compensation associated with Noncontrolling Interests
Net income attributable to Noncontrolling Interests
Distributions to Noncontrolling Interests		(	)		(	)
Change in carrying value of Redeemable Noncontrolling Interests – Operating Partnership					(	)
Adjustment for Noncontrolling Interests ownership in Operating Partnership
Balance, end of period	$			$
PARTIALLY OWNED PROPERTIES
Balance, beginning of period	$	(	)	$
Net income attributable to Noncontrolling Interests
Contributions by Noncontrolling Interests		—
Distributions to Noncontrolling Interests		(	)		(	)
Other		—			(	)
Balance, end of period	$	(	)	$	(	)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)


	March 31,			December 31,
	2025			2024
ASSETS
Land	$			$
Depreciable property
Projects under development
Land held for development
Investment in real estate
Accumulated depreciation		(	)		(	)
Investment in real estate, net
Investments in unconsolidated entities
Cash and cash equivalents
Restricted deposits
Right-of-use assets
Other assets
Total assets	$			$

LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net	$			$
Notes, net
Line of credit and commercial paper
Accounts payable and accrued expenses
Accrued interest payable
Lease liabilities
Other liabilities
Security deposits
Distributions payable
Total liabilities

Commitments and contingencies

Redeemable Limited Partners
Capital:
Partners’ Capital:
Preference Units
General Partner
Limited Partners
Accumulated other comprehensive income (loss)
Total partners’ capital
Noncontrolling Interests – Partially Owned Properties		(	)		(	)
Total capital
Total liabilities and capital	$			$

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit data)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
REVENUES
Rental income	$			$

EXPENSES
Property and maintenance
Real estate taxes and insurance
Property management
General and administrative
Depreciation
Total expenses

Net gain (loss) on sales of real estate properties
Interest and other income
Other expenses		(	)		(	)
Interest:
Expense incurred, net		(	)		(	)
Amortization of deferred financing costs		(	)		(	)
Income before income and other taxes, income (loss) from investments in unconsolidated entities and net gain (loss) on sales of land parcels
Income and other tax (expense) benefit		(	)		(	)
Income (loss) from investments in unconsolidated entities		(	)		(	)
Net gain (loss) on sales of land parcels		(	)		—
Net income
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties		(	)		(	)
Net income attributable to controlling interests	$			$
ALLOCATION OF NET INCOME:
Preference Units	$			$
Premium on redemption of Preference Units	$			$

General Partner	$			$
Limited Partners
Net income available to Units	$			$

Earnings per Unit – basic:
Net income available to Units	$			$
Weighted average Units outstanding

Earnings per Unit – diluted:
Net income available to Units	$			$
Weighted average Units outstanding

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
Comprehensive income:
Net income	$			$
Other comprehensive income (loss):
Other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period		(	)		—
Losses reclassified into earnings from other comprehensive income
Other comprehensive income (loss)		(	)
Comprehensive income
Comprehensive (income) attributable to Noncontrolling Interests – Partially Owned Properties		(	)		(	)
Comprehensive income attributable to controlling interests	$			$

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$			$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
Amortization of deferred financing costs
Amortization of discounts and premiums on debt
Amortization of deferred settlements on derivative instruments
Amortization of right-of-use assets
Write-off of pursuit costs
(Income) loss from investments in unconsolidated entities
Distributions from unconsolidated entities – return on capital
Net (gain) loss on sales of real estate properties		(	)		(	)
Net (gain) loss on sales of land parcels					—
Realized (gain) loss on investment securities					—
Unrealized (gain) loss on investment securities		—			(	)
Compensation paid with Company Common Shares
Changes in assets and liabilities:
(Increase) decrease in other assets
Increase (decrease) in accounts payable and accrued expenses
Increase (decrease) in accrued interest payable		(	)		(	)
Increase (decrease) in lease liabilities		(	)		(	)
Increase (decrease) in other liabilities		(	)
Increase (decrease) in security deposits					(	)
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions		—			(	)
Investment in real estate – development/other		(	)		(	)
Capital expenditures to real estate		(	)		(	)
Non-real estate capital additions		(	)		(	)
Interest capitalized for real estate and unconsolidated entities under development		(	)		(	)
Proceeds from disposition of real estate, net
Investments in unconsolidated entities – development/other		(	)		(	)
Distributions from unconsolidated entities – return of capital
Proceeds from sale of investment securities					—
Net cash provided by (used for) investing activities

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
CASH FLOWS FROM FINANCING ACTIVITIES:
Mortgage notes payable, net:
Lump sum payoffs	$	(	)	$	—
Line of credit and commercial paper:
Commercial paper proceeds
Commercial paper repayments		(	)		(	)
Finance ground lease principal payments		(	)		(	)
Proceeds from EQR’s Employee Share Purchase Plan (ESPP)
Proceeds from exercise of EQR options
OP Units repurchased and retired		—			(	)
Redemption of Preference Units		—			(	)
Premium on redemption of Preference Units		—			(	)
Other financing activities, net		(	)		(	)
Contributions – Noncontrolling Interests – Partially Owned Properties		—
Contributions – Limited Partners
Distributions:
OP Units – General Partner		(	)		(	)
Preference Units		(	)		(	)
OP Units – Limited Partners		(	)		(	)
Noncontrolling Interests – Partially Owned Properties		(	)		(	)
Net cash provided by (used for) financing activities		(	)		(	)
Net increase (decrease) in cash and cash equivalents and restricted deposits		(	)
Cash and cash equivalents and restricted deposits, beginning of period
Cash and cash equivalents and restricted deposits, end of period	$			$

Cash and cash equivalents and restricted deposits, end of period
Cash and cash equivalents	$			$
Restricted deposits
Total cash and cash equivalents and restricted deposits, end of period	$			$

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$			$
Net cash paid (received) for income and other taxes	$			$
Amortization of deferred financing costs:
Other assets	$			$
Mortgage notes payable, net	$			$
Notes, net	$			$
Amortization of discounts and premiums on debt:
Mortgage notes payable, net	$			$
Notes, net	$			$
Amortization of deferred settlements on derivative instruments:
Other liabilities	$	(	)	$	(	)
Accumulated other comprehensive income	$			$
Write-off of pursuit costs:
Investment in real estate, net	$			$
Investments in unconsolidated entities	$			$
Other assets	$			$
(Income) loss from investments in unconsolidated entities:
Investments in unconsolidated entities	$			$
Other liabilities	$			$
Realized/unrealized (gain) loss on derivative instruments:
Other assets	$	(	)	$	—
Other liabilities	$			$	—
Accumulated other comprehensive income	$	(	)	$	—
Interest capitalized for real estate and unconsolidated entities under development:
Investment in real estate, net	$	(	)	$	(	)
Investments in unconsolidated entities	$	(	)	$	(	)
Investments in unconsolidated entities – development/other:
Investments in unconsolidated entities	$	(	)	$	(	)
Other liabilities	$	(	)	$	(	)
Right-of-use assets and lease liabilities initial measurement and reclassifications:
Right-of-use assets	$	(	)	$	—
Lease liabilities	$			$	—
Non-cash change in Supplemental Executive Retirement Plan (SERP) balances:
Other assets	$			$
Other liabilities	$	(	)	$	(	)
Paid in capital	$			$	(	)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Amounts in thousands except per Unit data)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
PARTNERS’ CAPITAL
PREFERENCE UNITS
Balance, beginning of period	$			$
Partial redemption of % Series K Cumulative Redeemable		—			(	)
Balance, end of period	$			$
GENERAL PARTNER
Balance, beginning of period	$			$
OP Unit Issuance:
Conversion of OP Units held by Limited Partners into OP Units held by General Partner
Exercise of EQR share options
EQR’s Employee Share Purchase Plan (ESPP)
Share-based employee compensation expense:
EQR restricted shares
EQR share options
EQR ESPP discount
OP Units repurchased and retired		—			(	)
Net income available to Units – General Partner
OP Units – General Partner distributions		(	)		(	)
Supplemental Executive Retirement Plan (SERP)					(	)
Change in market value of Redeemable Limited Partners					(	)
Adjustment for Limited Partners ownership in Operating Partnership		(	)		(	)
Balance, end of period	$			$
LIMITED PARTNERS
Balance, beginning of period	$			$
Issuance of restricted units to Limited Partners
Conversion of OP Units held by Limited Partners into OP Units held by General Partner		(	)		(	)
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					(	)
Adjustment for Limited Partners ownership in Operating Partnership
Balance, end of period	$			$
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period	$			$
Accumulated other comprehensive income (loss) – derivative instruments:
Unrealized holding gains (losses) arising during the period		(	)		—
Losses reclassified into earnings from other comprehensive income
Balance, end of period	$			$

DISTRIBUTIONS
Distributions declared per Unit outstanding	$			$

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands except per Unit data)

(Unaudited)


	Quarter Ended March 31,
	2025			2024
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS – PARTIALLY OWNED PROPERTIES
Balance, beginning of period	$	(	)	$
Net income attributable to Noncontrolling Interests
Contributions by Noncontrolling Interests		—
Distributions to Noncontrolling Interests		(	)		(	)
Other		—			(	)
Balance, end of period	$	(	)	$	(	)

See accompanying notes

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EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

% 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 properties located in states and the District of Columbia consisting of apartment units.

Partially Owned Properties – Consolidated

Partially Owned Properties – Unconsolidated

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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.

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Common Shares Issued:

Conversion of OP Units

Exercise of share options

Employee Share Purchase Plan (ESPP)

Restricted share grants, net

Common Shares Other:

Repurchased and retired

—

(

)

Common Shares outstanding at March 31,

Units

Units outstanding at January 1,

Restricted unit grants, net

Conversion of OP Units to Common Shares

(

)

(

)

Units outstanding at March 31,

Total Common Shares and Units outstanding at March 31,

Units Ownership Interest in Operating Partnership

Issued to General Partner:

Exercise of EQR share options

EQR’s Employee Share Purchase Plan (ESPP)

EQR’s restricted share grants, net

Issued to Limited Partners:

Restricted unit grants, net

General Partner Other:

OP Units repurchased and retired

—

(

)

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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million and $ 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.

Change in market value

(

)

Change in carrying value

(

)

Balance at March 31,

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 preferred shares of beneficial interest, $ 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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par value;
shares authorized:

% Series K Cumulative Redeemable Preferred Shares/Preference
Units; liquidation value $ per share/unit; shares/units issued
and outstanding as of March 31, 2025 and December 31, 2024

(1)

On or after the call date, redeemable Preferred Shares/Preference Units may be redeemed for cash at the option of the Company or the Operating Partnership, respectively, in whole or in part, at a redemption price equal to the liquidation price per share/unit, plus accrued and unpaid distributions, if any.

(2)

Dividends on Preferred Shares/Preference Units are payable quarterly.

Other

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in May 2022 and expires in May 2025. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).

The Company has an At-The-Market (“ATM”) share offering program which allows EQR to issue Common Shares from time to time into the existing trading market at current market prices or through negotiated transactions, including under forward sale arrangements. The current program matures in May 2025 and gives us the authority to issue up to million shares, all of which remain available for issuance as of March 31, 2025.

The Company may repurchase up to million Common Shares under its share repurchase program, which was reauthorized during the quarter ended March 31, 2025. As Common Shares have been repurchased since the reauthorization, all million shares remain available to repurchase as of March 31, 2025.

Depreciable property:

Buildings and improvements

Furniture, fixtures and equipment

In-Place lease intangibles

Projects under development:

Land

Construction-in-progress

Land held for development:

Land

Construction-in-progress

Investment in real estate

Accumulated depreciation

(

)

(

)

Investment in real estate, net

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Land Parcel (one) – Consolidated

—

(

)

Total

(1)

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

(2)

Represents the intended number of apartment units to be developed.

Consolidated Liabilities

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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Varies

Development and Lease-Up Projects and Land Held for Development (VIE)

% - % (1)

Real Estate Technology Funds/Companies (VIE)

Varies

Other

(

)

(

)

Varies

Investments in Unconsolidated Entities

(1)

In certain instances, the joint venture agreements contain provisions for promoted interests in favor of our joint venture partner. If the terms of the promoted interest are attained, then our share of the proceeds from a sale or other capital event of the unconsolidated entity may be less than the indicated ownership percentage.

(1)

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

(2)

Represents entities that hold various real estate investments.

(3)

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

(4)

Represents separate unconsolidated joint ventures that have not yet started.

(5)

Represents the intended number of apartment units to be developed.

Mortgage principal reserves/sinking funds

Mortgage escrow deposits

Restricted cash:

Restricted deposits on real estate investments

Resident security and utility deposits

Replacement reserves

Other

Restricted cash

Restricted deposits

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Utility recoveries (RUBS income) (1)

Parking rent

Other lease revenue, net (2)

(

)

(

)

(

)

(

)

Total lease revenue

Parking revenue

Other revenue

Total other rental income (3)

Rental income

(1)

RUBS income primarily consists of variable payments representing the recovery of utility costs from residents.

(2)

Other lease revenue consists of the revenue adjustment related to bad debt (see below for further discussion), service fees, late fees and other miscellaneous lease revenue.

(3)

Other rental income is accounted for under the revenue recognition standard and primarily consists of third-party transient parking revenue and ancillary income such as cable and laundry revenue.

Allowance for doubtful accounts

(

)

(

)

Net receivable balances

Straight-line receivable balances

% of residential rental income

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—

Floating Rate Debt:

Secured – Tax Exempt

—

(

)

—

Total

—

(

)

—

(1)

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

% - %

Weighted Average Interest Rate

Maturity Date Ranges

As of March 31, 2025, the Company had $ million of secured tax-exempt bonds subject to third-party credit enhancement.

Notes

—

(1)

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

% - %

Weighted Average Interest Rate

Maturity Date Ranges

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 $ billion unsecured revolving credit facility maturing on . The Company has the ability to increase available borrowings by an additional $ 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 %), or based on bids received from the lending group, and the Company pays an annual facility fee (currently %). 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 $ 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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Weighted Average Maturity (in days)

Weighted Average Amount Outstanding

$ million

(1)

The notes bear interest at various floating rates.

The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $ billion commercial paper program along with certain other obligations.

Commercial paper balance outstanding

(

)

Unsecured revolving credit facility balance outstanding

—

Other restricted amounts

(

)

Unsecured revolving credit facility availability

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Unsecured debt, net

Total debt, net

Lowest Interest Rate

Highest Interest Rate

Maturity Date

(1)

Supplemental Executive Retirement Plan

Other Assets

Total

Liabilities

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Forward Starting Swaps

Other Liabilities

Supplemental Executive Retirement Plan

Other Liabilities

Total

Redeemable Noncontrolling Interests –

Operating Partnership/Redeemable

Limited Partners

Mezzanine

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Liabilities

Supplemental Executive Retirement Plan

Other Liabilities

Redeemable Noncontrolling Interests –

Operating Partnership/Redeemable

Limited Partners

Mezzanine

)

Interest expense

(

)

Total

(

)

(

)


March 31, 2024 Type of Cash Flow Hedge	Amount of Gain/(Loss) Recognized in OCI on Derivative	Location of Gain/(Loss) Reclassified from Accumulated OCI into Income	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps	$	Interest expense	$	(	)
Total	$		$	(	)

As of March 31, 2025 and December 31, 2024, there were approximately $ million and $ 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 $ million may be recognized as additional interest expense during the twelve months ending March 31, 2026.

Other

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.

During the quarter ended March 31, 2025, the Company sold a portion of one of these investment securities for proceeds of approximately $ million, which approximated the Company's basis in the investment security.

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Allocation to Noncontrolling Interests – Operating Partnership

(

)

(

)

Net (income) loss attributable to Noncontrolling
Interests – Partially Owned Properties

(

)

(

)

Preferred distributions

(

)

(

)

Premium on redemption of Preferred Shares

—

(

)

Numerator for net income per share – basic

Numerator for net income per share – diluted:

Net income

Net (income) loss attributable to Noncontrolling
Interests – Partially Owned Properties

(

)

(

)

Preferred distributions

(

)

(

)

Premium on redemption of Preferred Shares

—

(

)

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

Long-term compensation shares/units

Denominator for net income per share – diluted

Net income per share – basic

Net income per share – diluted

ERP Operating Limited Partnership

Net (income) loss attributable to Noncontrolling
Interests – Partially Owned Properties

(

)

(

)

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

Effect of dilutive securities:

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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Unconsolidated

Total Projects Under Development

(1)

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

We have entered into, and may continue in the future to enter into, joint venture agreements with third-party partners for the development of multifamily rental properties. The joint venture agreements with each development partner include buy-sell provisions that provide the right, but not the obligation, for the Company to acquire each respective partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events described in the joint venture agreements. See Note 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 separate such investments totaling $ million with aggregate remaining commitments of approximately $ 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 $ million and $ 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

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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 reportable segments for the Company:

•

Same store primarily includes all properties acquired or completed that were stabilized (defined as having achieved % physical occupancy for three consecutive months) for all of the current and comparable periods presented.

•

Non-same store primarily includes all properties acquired during the current and prior year, any properties in lease-up and not stabilized for all of the current and comparable periods presented and any properties undergoing major renovations.

The Company has non-residential activities included in each of its reportable segments, which account for less than % 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 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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Adjustments:

Property management

General and administrative

Depreciation

Net (gain) loss on sales of real estate properties

(

)

(

)

Interest and other income

(

)

(

)

Other expenses

Interest:

Expense incurred, net

Amortization of deferred financing costs

Income and other tax expense (benefit)

(Income) loss from investments in
unconsolidated entities

Net (gain) loss on sales of land parcels

—

Total NOI

Orange County

San Diego

Subtotal - Southern California

San Francisco

Washington, D.C.

New York

Boston

Seattle

Denver

Other Expansion Markets

Total same store

Non-same store

Total reportable segments

Other (2)

(

)

Totals

(1)

For the quarters ended March 31, 2025 and 2024, same store represented apartment units.

(2)

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

On-site payroll

Utilities

Repairs and maintenance

Other (2)

Total

(1)

For the quarters ended March 31, 2025 and 2024, same store represented apartment units.

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Capital expenditures

(1)

For the quarter ended March 31, 2025, same store represented apartment units.

(2)

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

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

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

Forward-Looking Statements

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

Overview

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

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

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

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.

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Results of Operations

2025 Transactions

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

Portfolio Rollforward

($ in thousands)


	Properties			Apartment Units			Sales Price			Disposition Yield
12/31/2024		311			84,249
Dispositions:
Consolidated Rental Properties		(2	)		(546	)	$	(225,600	)		(5.2	%)
Consolidated Land Parcels		—			—		$	(4,300	)

Completed Developments – Consolidated		1			225
Completed Developments – Unconsolidated		2			720
3/31/2025		312			84,648

Dispositions

•

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

•

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

Developments

•

Consolidated:

•

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

•

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

•

Unconsolidated:

•

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

•

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

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

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

(1)

Corporate overhead includes property management and general and administrative expenses.

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

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


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

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

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•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

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

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

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

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

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

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

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

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

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

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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	Apartment Units		Q1 2025 % of Actual NOI			Q1 2025 Average Rental Rate		Q1 2025 Weighted Average Physical Occupancy %			Q1 2025 Turnover				Average Rental Rate			Physical Occupancy			Turnover
Los Angeles		14,136		17.7	%	$	2,956		95.7	%		9.0	%			1.2	%		0.2	%		(0.6	%)
Orange County		3,718		5.3	%		2,964		96.3	%		7.2	%			2.2	%		0.2	%		(0.2	%)
San Diego		2,209		3.5	%		3,284		96.3	%		8.8	%			1.8	%		0.1	%		1.3	%
Subtotal – Southern California		20,063		26.5	%		2,994		95.9	%		8.7	%			1.4	%		0.2	%		(0.2	%)

San Francisco		11,093		16.3	%		3,387		96.8	%		8.3	%			3.0	%		0.3	%		(1.2	%)
Washington, D.C.		13,534		16.1	%		2,800		97.3	%		6.0	%			4.4	%		0.2	%		(1.0	%)
New York		8,536		14.5	%		4,710		97.6	%		6.3	%			2.6	%		0.6	%		(0.2	%)
Boston		7,077		11.2	%		3,657		95.8	%		7.1	%			2.8	%		0.1	%		(0.3	%)
Seattle		8,747		10.3	%		2,647		96.5	%		9.0	%			3.3	%		0.4	%		(0.7	%)
Denver		2,792		2.8	%		2,354		95.5	%		10.6	%			(2.3	%)		(0.7	%)		0.1	%
Other Expansion Markets		3,520		2.3	%		1,879		95.1	%		9.5	%			(4.7	%)		(0.1	%)		(3.7	%)

Total		75,362		100.0	%	$	3,160		96.5	%		7.9	%			2.4	%		0.2	%		(0.7	%)

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

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

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

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

Liquidity and Capital Resources

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

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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):


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

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

Operating Activities

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

Investing Activities

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

•

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

•

Invested $31.0 million primarily in consolidated development projects;

•

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

•

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

Financing Activities

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

•

Repaid $37.9 million on mortgage loans;

•

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

•

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

Short-Term Liquidity and Cash Proceeds

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

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


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

Credit Facility and Commercial Paper Program

The Company has a $2.5 billion unsecured revolving credit facility maturing October 26, 2027. The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans. The interest rate on advances under the facility will generally be the Secured Overnight Financing Rate (“SOFR”) plus a spread (currently 0.725%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125%). Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating and other terms and conditions per the agreement. See Note 8 in the Notes to Consolidated Financial Statements for additional discussion of the Company’s credit facility.

The Company has an unsecured commercial paper note program under which it may borrow up to a maximum of $1.5 billion subject to market conditions. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company’s other unsecured senior indebtedness.

The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.5 billion commercial paper program along with certain other obligations. The following table presents the availability on the Company’s unsecured revolving credit facility as of April 24, 2025 (amounts in thousands):


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

Dividend Policy

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

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

Long-Term Financing and Capital Needs

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

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

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

Debt Summary as of March 31, 2025

($ in thousands)


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

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

Critical Accounting Policies and Estimates

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

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Funds From Operations and Normalized Funds From Operations

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

Funds From Operations and Normalized Funds From Operations

(Amounts in thousands)


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

FFO (1) (3)	$	369,291		$	340,410
Preferred/preference distributions		(356	)		(547	)
Premium on redemption of Preferred Shares/Preference Units		—			(1,444	)
FFO available to Common Shares and Units / Units (1) (3) (4)	$	368,935		$	338,419

Normalized FFO (2) (3)	$	372,874		$	365,443
Preferred/preference distributions		(356	)		(547	)
Normalized FFO available to Common Shares and Units / Units (2) (3) (4)	$	372,518		$	364,896

(1)

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

(2)

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

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

• pursuit cost write-offs;

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

• gains and losses from non-operating assets; and

• other miscellaneous items.

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(3)

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

(4)

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

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.

Item 4. Controls and Procedures

Equity Residential

(a)

Evaluation of Disclosure Controls and Procedures:

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.

(b)

Changes in Internal Control over Financial Reporting:

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.

ERP Operating Limited Partnership

(a)

Evaluation of Disclosure Controls and Procedures:

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.

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(b)

Changes in Internal Control over Financial Reporting:

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.

or 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.

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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	Description	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.	Attached herein.

31.2	Equity Residential – Certification of Robert A. Garechana, Chief Financial Officer.	Attached herein.

31.3	ERP Operating Limited Partnership – Certification of Mark J. Parrell, Chief Executive Officer of Registrant’s General Partner.	Attached herein.

31.4	ERP Operating Limited Partnership – Certification of Robert A. Garechana, Chief Financial Officer of Registrant’s General Partner.	Attached herein.

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.	Attached herein.

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.	Attached herein.

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.	Attached herein.

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.	Attached herein.

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).

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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.


		EQUITY RESIDENTIAL

Date:	April 30, 2025	By:	/s/ Robert A. Garechana
			Robert A. Garechana
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

Date:	April 30, 2025	By:	/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

Date:	April 30, 2025	By:	/s/ Robert A. Garechana
			Robert A. Garechana
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

Date:	April 30, 2025	By:	/s/ Ian S. Kaufman
			Ian S. Kaufman
			Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

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Emerging growth company