UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K

 

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

 

For the Fiscal Year Ended DECEMBER 31, 2006

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 1-12252

 

EQUITY RESIDENTIAL

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

 

13-3675988

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

 

 

Two North Riverside Plaza, Chicago, Illinois

 

60606

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

(312) 474-1300

(Registrant’s Telephone Number, Including Area Code)

 

 

 

Securities registered pursuant to Section 12(b) of the Act:         

 

 

 

Common Shares of Beneficial Interest, $0.01 Par Value

 

New York Stock Exchange

(Title of Each Class)

 

(Name of Each Exchange on Which Registered)

 

 

 

Preferred Shares of Beneficial Interest, $0.01 Par Value

 

New York Stock Exchange

(Title of Each Class)

 

(Name of Each Exchange on Which Registered)

 

 

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x   No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

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.  Yes  x  No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

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

 

Large accelerated filer  x   Accelerated filer o    Non-accelerated filer o 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

The aggregate market value of Common Shares held by non-affiliates of the Registrant was approximately $13.0 billion based upon the closing price on June 30, 2006 of $44.73 using beneficial ownership of shares rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting shares owned by Trustees and Executive Officers, some of who may not be held to be affiliates upon judicial determination.

 

The number of Common Shares of Beneficial Interest, $0.01 par value, outstanding on January 31, 2007 was 294,015,767.

 

 



 

DOCUMENTS INCORPORATED BY REFERENCE

 

Part III incorporates by reference certain information to be contained in the Company’s definitive proxy statement, which the Company anticipates will be filed no later than April 20, 2007, and thus these items have been omitted in accordance with General Instruction G (3) to Form 10-K.

 

2



 

EQUITY RESIDENTIAL

 

TABLE OF CONTENTS

 

 

 

 

PAGE

PART I.

 

 

 

 

 

 

 

Item 1.

Business

 

4

Item 1A.

Risk Factors

 

8

Item 1B.

Unresolved Staff Comments

 

24

Item 2.

Properties

 

25

Item 3.

Legal Proceedings

 

29

Item 4.

Submission of Matters to a Vote of Security Holders

 

29

 

 

 

 

PART II.

 

 

 

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

30

Item 6.

Selected Financial Data

 

30

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

32

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

 

48

Item 8.

Financial Statements and Supplementary Data

 

49

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

49

Item 9A.

Controls and Procedures

 

49

Item 9B.

Other Information

 

50

 

 

 

 

PART III.

 

 

 

 

 

 

 

Item 10.

Trustees, Executive Officers and Corporate Governance

 

51

Item 11.

Executive Compensation

 

51

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

51

Item 13.

Certain Relationships and Related Transactions, and Trustee Independence

 

51

Item 14.

Principal Accounting Fees and Services

 

51

 

 

 

 

PART IV.

 

 

 

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

 

52

 

3



 

Item 1.  Business

 

General

 

Equity Residential (“EQR”), a Maryland real estate investment trust (“REIT”) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets.  EQR has elected to be taxed as a REIT.

 

The Company is one of the largest publicly traded real estate companies and is the largest publicly traded owner of multifamily properties (based on the aggregate market value of its outstanding Common Shares, the number of apartment units wholly owned and total revenues earned).  The Company’s corporate headquarters are located in Chicago, Illinois and the Company also operates approximately thirty-five property management offices throughout the United States.

 

EQR is the general partner of, and as of December 31, 2006 owned an approximate 93.6% ownership interest in, ERP Operating Limited Partnership, an Illinois limited partnership (the “Operating Partnership”).  The Company is structured as an umbrella partnership REIT (“UPREIT”), under which all property ownership and business operations are conducted through the Operating Partnership and its subsidiaries.  References to the “Company” include EQR, the Operating Partnership and those entities owned or controlled by the Operating Partnership and/or EQR.

 

As of December 31, 2006, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 617 properties in 25 states and the District of Columbia consisting of 165,716 units.  The ownership breakdown includes (table does not include various uncompleted development properties):

 

 

 

Properties

 

Units

 

Wholly Owned Properties

 

546

 

146,442

 

Partially Owned Properties:

 

 

 

 

 

Consolidated

 

25

 

4,873

 

Unconsolidated

 

45

 

10,846

 

Military Housing (Fee Managed)

 

1

 

3,555

 

 

 

617

 

165,716

 

 

As of February 7, 2007, the Company has approximately 5,200 employees who provide real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.

 

Certain capitalized terms used herein are defined in the Notes to Consolidated Financial Statements.

 

Available Information

 

You may access our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to any of those reports we file with the SEC free of charge at our website, www.equityresidential.com.  These reports are made available at our website as soon as reasonably practicable after we file them with the SEC.

 

Business Objectives and Operating Strategies

 

The Company seeks to maximize current income, capital appreciation of each property and the total return for its shareholders.  The Company’s strategy for accomplishing these objectives includes:

 

4



 

                  Leveraging our size and scale in four critical ways:

 

                  Investing in apartment communities located in strategically targeted markets, to maximize our total return on an enterprise level;

                  Meeting the needs of our residents by offering a wide array of product choices and a commitment to service;

                  Engaging, retaining, and attracting the best people by providing them with the education, resources and opportunities to succeed; and

                  Sharing resources, customers and best practices in property management and across the enterprise.

 

                  Owning a highly diversified portfolio by investing in target markets defined by a combination of the following criteria:

 

                  High barrier-to-entry (low supply);

                  Strong economic predictors (high demand); and

                  Attractive quality of life (high demand and retention).

 

                  Giving residents reasons to stay with the Company by providing a range of product options available in our diversified portfolio and by enhancing their experience through our employees and our services.

 

                  Being open and responsive to market realities to take advantage of investment opportunities that align with our long-term vision.

 

Acquisition, Development and Disposition Strategies

 

The Company anticipates that future property acquisitions, developments and dispositions will occur within the United States.  Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt securities, sales of properties, joint venture agreements and collateralized and uncollateralized borrowings.  In addition, the Company may acquire properties in transactions that include the issuance of limited partnership interests in the Operating Partnership (“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.  In addition, EQR may acquire or develop multifamily properties specifically to convert directly into condominiums as well as upgrade and sell existing properties as individual condominiums.  EQR may also acquire land parcels to hold and/or sell based on market opportunities.

 

When evaluating potential acquisitions, developments and dispositions, the Company generally considers the following factors:

 

                  strategically targeted markets;

                  income levels and employment growth trends in the relevant market;

                  employment and household growth and net migration of the relevant market’s population;

                  barriers to entry that would limit competition (zoning laws, building permit availability, supply of undeveloped or developable real estate, local building costs and construction costs, among other factors);

                  the location, construction quality, condition and design of the property;

                  the current and projected cash flow of the property and the ability to increase cash flow;

                  the potential for capital appreciation of the property;

                  the terms of resident leases, including the potential for rent increases;

                  the potential for economic growth and the tax and regulatory environment of the community in which the property is located;

 

5



 

                  the occupancy and demand by residents for properties of a similar type in the vicinity (the overall market and submarket);

                  the prospects for liquidity through sale, financing or refinancing of the property;

                  the benefits of integration into existing operations;

                  purchase prices and yields of available existing stabilized properties, if any;

                  competition from existing multifamily properties, residential properties under development and the potential for the construction of new multifamily properties in the area; and

                  opportunistic selling based on demand and price of high quality assets, including condominium conversions.

 

The Company generally reinvests the proceeds received from property dispositions primarily to achieve its acquisition and development strategies.  In addition, when feasible, the Company may structure these transactions as tax-deferred exchanges.

 

Debt and Equity Activity

 

Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the Company’s Capital Structure chart as of December 31, 2006.

 

Debt and Equity Offerings for the Years Ended December 31, 2006, 2005 and 2004

 

During 2006:

 

                  The Operating Partnership issued $400.0 million of ten and one-half year 5.375% unsecured fixed rate notes (the “August 2016 Notes”) in a public debt offering in January 2006.  The August 2016 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis.  The August 2016 Notes are due August 1, 2016 with interest payable semiannually in arrears on February 1 and August 1, commencing August 1, 2006.  The Operating Partnership received net proceeds of approximately $395.5 million in connection with this issuance.

                  The Operating Partnership issued $650.0 million of twenty-year 3.85% exchangeable senior notes (the “August 2026 Notes”) in a public debt offering in August 2006.  The August 2026 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis.  The August 2026 Notes are due August 15, 2026 with interest payable semiannually in arrears on February 15 and August 15, commencing February 15, 2007.   The Operating Partnership received net proceeds of approximately $637.0 million in connection with this issuance.  See Note 9 in the Notes to Consolidated Financial Statements for further discussion.

                  The Company issued 2,647,776 Common Shares pursuant to its Share Incentive Plans and received net proceeds of approximately $69.7 million.

                  The Company issued 213,427 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $8.0 million.

                  The Company repurchased 1,897,912 of its Common Shares on the open market at an average price of $43.85 per share.  The Company paid approximately $83.2 million for these shares, which were retired subsequent to the repurchase.

 

During 2005:

 

                  The Operating Partnership issued $500.0 million of ten and one-half year 5.125% unsecured fixed rate notes (the “March 2016 Notes”) in a public debt offering in September 2005.  The March 2016 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis.  The March 2016 Notes are due March 15, 2016 with interest payable semiannually in arrears on March 15 and September 15, commencing March 15, 2006.  The Operating Partnership received net proceeds of approximately $496.2 million in connection with this issuance.

                  The Company issued 2,248,744 Common Shares pursuant to its Share Incentive Plans and received

 

6



 

net proceeds of approximately $54.9 million.

                  The Company issued 286,751 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $8.3 million.

 

During 2004:

 

                  The Operating Partnership issued $300.0 million of five-year 4.75% unsecured fixed rate notes (the “June 2009 Notes”) in a public debt offering in June 2004.  The June 2009 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis.  The June 2009 Notes are due June 15, 2009 with interest payable semiannually in arrears on June 1 and December 1, commencing December 1, 2004.  The Operating Partnership received net proceeds of approximately $296.8 million in connection with this issuance.

                  The Operating Partnership issued $500.0 million of ten-year 5.25% unsecured fixed rate notes (the “September 2014 Notes”) in a public debt offering in September 2004.  The September 2014 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis.  The September 2014 Notes are due September 15, 2014 with interest payable semiannually in arrears on September 1 and March 1, commencing March 1, 2005.  The Operating Partnership received net proceeds of approximately $496.1 million in connection with this issuance.

                  The Operating Partnership received $100.0 million as an initial draw on a $300.0 million floating rate loan in July 2004.  The loan was paid off in full and terminated in September 2004.

                  The Company issued 3,350,759 Common Shares pursuant to its Share Incentive Plans and received net proceeds of approximately $79.0 million.

                  The Company issued 275,616 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $6.9 million.

 

As of February 28, 2007, an unlimited amount of debt securities remains available for issuance by the Operating Partnership under a registration statement that became automatically effective upon filing with the SEC in June 2006 (under SEC regulations enacted in 2005, the registration statement automatically expires on June 29, 2009 and does not contain a maximum issuance amount) and $956.5 million in equity securities remains available for issuance by the Company under a registration statement the SEC declared effective in February 1998.

 

In May 2002, the Company’s shareholders approved the Company’s 2002 Share Incentive Plan.  In January 2003, the Company filed a Form S-8 registration statement to register 23,125,828 Common Shares under this plan.  As of January 1, 2007, 23,574,211 shares are available for issuance under this plan.

 

Credit Facilities

 

The Operating Partnership has an unsecured revolving credit facility with potential borrowings of up to $1.0 billion maturing on May 29, 2008, with the ability to increase available borrowings by an additional $500.0 million under certain circumstances.  Advances under the credit facility bear interest at variable rates based upon LIBOR at various interest periods plus a spread dependent upon the Operating Partnership’s credit rating or based on bids received from the lending group.  EQR has guaranteed the Operating Partnership’s credit facility up to the maximum amount and for its full term.

 

On August 30, 2005, the Operating Partnership entered into a one-year $600.0 million revolving credit facility maturing on August 29, 2006.  This credit facility was repaid in full and terminated on January 20, 2006.

 

On July 6, 2006, the Operating Partnership entered into a one-year $500.0 million revolving credit facility maturing on July 6, 2007.  This facility was repaid in full and terminated on October 13, 2006.  Advances under this facility bore interest at variable rates based on LIBOR at various interest periods plus a spread dependent upon the Operating Partnership’s credit rating.  EQR guaranteed this credit facility up to the maximum amount and for its full term.

 

7



 

As of December 31, 2006 and December 31, 2005, $460.0 million and $769.0 million, respectively, was outstanding and $69.3 million and $50.2 million, respectively, was restricted (dedicated to support letters of credit and not available for borrowing) on the credit facilities.  During the years ended December 31, 2006 and 2005, the weighted average interest rate under the credit facilities were 5.40% and 3.80%, respectively.

 

Competition

 

All of the Company’s properties are located in developed areas that include other multifamily properties.  The number of competitive multifamily properties in a particular area could have a material effect on the Company’s ability to lease units at the properties or at any newly acquired properties and on the rents charged.  The Company may be competing with other entities that have greater resources than the Company and whose managers have more experience than the Company’s managers.  In addition, other forms of rental properties and single-family housing provide housing alternatives to potential residents of multifamily properties.  See Item 1A Risk Factors for additional information with respect to competition.

 

Environmental Considerations

 

See Item 1A Risk Factors for information concerning the potential effects of environmental regulations on our operations.

 

Item 1A.  Risk Factors

 

General

 

The following Risk Factors may contain defined terms that are different from those used in the other sections of this report.  Unless otherwise indicated, when used in this section, the terms “we” and “us” refer to Equity Residential and its subsidiaries, including ERP Operating Limited Partnership.

 

The occurrence of the events discussed in the following risk factors could adversely affect, possibly in a material manner, our business, financial condition or results of operations, which could adversely affect the value of our common shares of beneficial interest or preferred shares of beneficial interest (which we refer to collectively as “Shares”); preference interests (“Interests”) of a subsidiary of ERP Operating Limited Partnership, our operating partnership; and limited partnership interests in the Operating Partnership (“OP Units”).  In this section, we refer to the Shares, Interests, Units and the OP Units together as our “securities”, and the investors who own Shares, Interests, Units and/or OP Units as our “security holders”.

 

Our Performance and Securities Value are Subject to Risks Associated with the Real Estate Industry
 
General
 

Real property investments are subject to varying degrees of risk and are relatively illiquid. Several factors may adversely affect the economic performance and value of our properties.  These factors include changes in the national, regional and local economic climates, local conditions such as an oversupply of multifamily properties or a reduction in demand for our multifamily properties, the attractiveness of our properties to residents, competition from other available multifamily property owners and changes in market rental rates.  Our performance also depends on our ability to collect rent from residents and to pay for adequate maintenance, insurance and other operating costs, including real estate taxes, which could increase over time.  Also, the expenses of owning and operating a property are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the property.

 

8



 

We May Be Unable to Renew Leases or Relet Units as Leases Expire

 

When our residents decide not to renew their leases upon expiration, we may not be able to relet their units.  Even if the residents do renew or we can relet the units, the terms of renewal or reletting may be less favorable than current lease terms.  Because virtually all of our leases are for apartments, they are generally for terms of no more than one year.  If we are unable to promptly renew the leases or relet the units, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then our results of operations and financial condition will be adversely affected.  Consequently, our cash flow and ability to service debt and make distributions to security holders would be reduced.

 

New Acquisitions, Developments and/or Condominium Conversion Projects May Fail to Perform as Expected and Competition for Acquisitions May Result in Increased Prices for Properties

 

We intend to actively acquire and develop multifamily properties for rental operations and/or conversion into condominiums, as well as upgrade and sell existing properties as individual condominiums. We may underestimate the costs necessary to bring an acquired or development property up to standards established for its intended market position.  Additionally, we expect that other major real estate investors with significant capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development efforts.  This competition may increase prices for multifamily properties or decrease the price at which we expect to sell individual properties.  We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms.   We also plan to develop more properties ourselves in addition to co-investing with our development partners for either the rental or condominium market, depending on opportunities in each sub-market.  This may increase the overall level of risk associated with our developments.  The total number of development units, cost of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation.

 

Because Real Estate Investments Are Illiquid, We May Not Be Able to Sell Properties When Appropriate

 

Real estate investments generally cannot be sold quickly.  We may not be able to reconfigure our portfolio promptly in response to economic or other conditions.  This inability to respond promptly to changes in the performance of our investments could adversely affect our financial condition and ability to make distributions to our security holders.

 

Changes in Laws and Litigation Risk Could Affect Our Business

 

We are generally not able to pass through to our residents under existing leases real estate or other federal, state or local taxes.  Consequently, any such tax increases may adversely affect our financial condition and limit our ability to make distributions to our security holders.  Similarly, changes that increase our potential liability under environmental laws or our expenditures on environmental compliance would adversely affect our cash flow and ability to make distributions on our securities.

 

We may become involved in legal proceedings, including but not limited to, proceedings related to consumer, employment, development, condominium conversion, tort and commercial legal issues that if decided adversely to or settled by us, could result in liability material to our financial condition or results of operations.

 

Environmental Problems Are Possible and Can Be Costly

 

Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and clean up hazardous or toxic

 

9



 

substances or petroleum product releases at such property.  The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants.  Even if more than one person may have been responsible for the contamination each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred.  In addition, third parties may sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.

 

Substantially all of our properties have been the subject of environmental assessments completed by qualified independent environmental consultant companies.  These environmental assessments have not revealed, nor are we aware of, any environmental liability that our management believes would have a material adverse effect on our business, results of operations, financial condition or liquidity.

 

Over the past several years, there have been an increasing number of lawsuits against owners and managers of multifamily properties alleging personal injury and property damage caused by the presence of mold in residential real estate.  Some of these lawsuits have resulted in substantial monetary judgments or settlements.  Insurance carriers have reacted to these liability awards by excluding mold related claims from standard policies and pricing mold endorsements at prohibitively high rates.  We have adopted programs designed to minimize the existence of mold in any of our properties as well as guidelines for promptly addressing and resolving reports of mold to minimize any impact mold might have on residents or the property.

 

We cannot be assured that existing environmental assessments of our properties reveal all environmental liabilities, that any prior owner of any of our properties did not create a material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any of our properties.

 

Insurance Policy Deductibles and Exclusions

 

In order to partially mitigate the substantial increase in insurance costs in recent years, management has gradually increased deductible and self-insured retention amounts.  As of December 31, 2006, the Company’s property insurance policy (for Wholly Owned Properties) provides for a per occurrence deductible of $250,000 and self-insured retention of $5.0 million per occurrence, subject to a maximum annual aggregate self-insured retention of $7.5 million, with approximately 90% of any excess losses being covered by insurance.  Any earthquake and named windstorm losses are subject to a deductible of 5% of the values of the buildings involved in the losses and are not subject to the aggregate self-insured retention.  The Company’s liability and worker’s compensation policies at December 31, 2006, provide for a $1.0 million per occurrence deductible.  These higher deductible and self-insured retention amounts do expose the Company to greater potential uninsured losses, such as the property damage caused by hurricanes and other natural disasters, but management believes the savings in insurance premium expense justifies this increased exposure over the long-term.

 

As a result of the terrorist attacks of September 11, 2001, property insurance carriers have created exclusions for losses from terrorism from our “all risk” property insurance policies.  While separate terrorism insurance coverage is available in certain instances, premiums for such coverage are generally very expensive and deductibles are very high.  Additionally, the terrorism insurance coverage that is available typically excludes coverage for losses from nuclear, biological and chemical attacks.  As of December 31, 2006, the Company was insured for $500 million in terrorism insurance coverage, with a $5.0 million deductible.  In the event of a terrorist attack impacting one or more of our properties, we could lose the revenues from the property, our capital investment in the property and possibly face liability claims from residents or others suffering injuries or losses.  The Company believes, however, that the number and geographic diversity of its portfolio and its terrorism insurance coverage help to mitigate its exposure to the risks associated with potential terrorist attacks.

 

10



 

Debt Financing, Preferred Shares and Preference Interests and Units Could Adversely Affect Our Performance
 

General

 

Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the Company’s total debt and unsecured debt summaries as of December 31, 2006.
 

In addition to debt, we have $398.3 million of combined liquidation value of outstanding preferred shares of beneficial interest and preference interests and units, with a weighted average dividend preference of 7.69% per annum, as of December 31, 2006.  Our use of debt and preferred equity financing creates certain risks, including the following:

 

Scheduled Debt Payments Could Adversely Affect Our Financial Condition

 

In the future, our cash flow could be insufficient to meet required payments of principal and interest or to pay distributions on our securities at expected levels.

 

We may not be able to refinance existing debt (which in virtually all cases requires substantial principal payments at maturity) and, if we can, the terms of such refinancing might not be as favorable as the terms of existing indebtedness.  If principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flow will not be sufficient in all years to repay all maturing debt.  As a result, we may be forced to postpone capital expenditures necessary for the maintenance of our properties and may have to dispose of one or more properties on terms that would otherwise be unacceptable to us.

 

Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the Company’s debt maturity schedule as of December 31, 2006.

 

Financial Covenants Could Adversely Affect the Company’s Financial Condition

 

If a property we own is mortgaged to secure debt and we are unable to meet the mortgage payments, the holder of the mortgage could foreclose on the property, resulting in loss of income and asset value.  Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations.

 

The mortgages on our properties may contain negative covenants that, among other things, limit our ability, without the prior consent of the lender, to further mortgage the property and to reduce or change insurance coverage.  In addition, our unsecured credit facilities contain certain restrictions, requirements and other limitations on our ability to incur debt.  The indentures under which a substantial portion of our debt was issued also contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios, as well as limitations on our ability to incur secured and unsecured debt (including acquisition financing), and to sell all or substantially all of our assets.  Our credit facilities and indentures are cross-defaulted and also contain cross default provisions with other material debt.  Our most restrictive unsecured public debt covenants as of December 31, 2006 and 2005, respectively, are (terms are defined in the indentures):

 

11



 

Selected Unsecured Public Debt Covenants

 

 

 

December 31,

 

December 31,

 

 

 

2006

 

2005

 

Total Debt to Adjusted Total Assets (not to exceed 60%)

 

44.6

%

44.9

%

 

 

 

 

 

 

Secured Debt to Adjusted Total Assets (not to exceed 40%)

 

17.6

%

20.0

%

 

 

 

 

 

 

Consolidated Income Available for Debt Service to
Maximum Annual Service Charges (must be at least 1.5 to 1)

 

2.59

 

2.89

 

 

 

 

 

 

 

Total Unsecured Assets to Unsecured Debt (must be at least 150%)

 

250.6

%

261.4

%

 

Some of the properties were financed with tax-exempt bonds that contain certain restrictive covenants or deed restrictions.  We have retained an independent outside consultant to monitor compliance with the restrictive covenants and deed restrictions that affect these properties.  If these bond compliance requirements restrict our ability to increase our rental rates to attract low or moderate-income residents, or eligible/qualified residents, then our income from these properties may be limited.

 

Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing

 

Our consolidated debt-to-total market capitalization ratio was 33.0% as of December 31, 2006.  Our degree of leverage could have important consequences to security holders.  For example, the degree of leverage could affect our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes, making us more vulnerable to a downturn in business or the economy in general.

 

Rising Interest Rates Could Adversely Affect Cash Flow

 

Advances under our credit facilities bear interest at variable rates based upon LIBOR at various interest periods, plus a spread dependent upon the Operating Partnership’s credit rating, or based upon bids received from the lending group.  Certain public issuances of our senior unsecured debt instruments may also, from time to time, bear interest at floating rates.  We may also borrow additional money with variable interest rates in the future.  Increases in interest rates would increase our interest expense under these debt instruments and would increase the costs of refinancing existing debt and of issuing new debt.  Accordingly, higher interest rates could adversely affect cash flow and our ability to service our debt and to make distributions to security holders.  We use interest rate hedging arrangements to manage our exposure to interest rate volatility, but these arrangements may expose us to additional risks, and no strategy can completely insulate us from risks associated with interest rate fluctuations.  There can be no assurance that our hedging arrangements will have the desired beneficial impact and may involve costs, such as transaction fees or breakage costs, if we terminate them.

 

We Depend on Our Key Personnel

 

We depend on the efforts of the Chairman of our Board of Trustees, Samuel Zell, and our executive officers, particularly David J. Neithercut, our President and Chief Executive Officer and Gerald A. Spector, our Chief Operating Officer.  If they resign or otherwise cease to be employed by us, our operations could be temporarily adversely affected.  Mr. Zell has entered into executive compensation and retirement benefit agreements with the Company.  Mr. Spector has entered into a Deferred Compensation Agreement with the Company that under certain conditions could provide him with a salary benefit after his termination of employment with the Company.  In addition, Mr. Zell and Mr. Spector have entered into Noncompetition Agreements with the Company.

 

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In the event the Chairman of the Board and/or the CEO are unable to serve, (i) the Lead Trustee will automatically be appointed to serve as the interim successor to the Chairman, (ii) the Chairman will automatically be appointed to serve as the interim successor to the CEO and (iii) the Chair of the Compensation Committee of the Board will immediately call a meeting of the Committee to recommend to the full Board the selection of a permanent replacement for either or both positions, as necessary.

 

Control and Influence by Significant Shareholders Could Be Exercised in a Manner Adverse to Other Shareholders

 

The consent of certain affiliates of Mr. Zell is required for certain amendments to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”).  As a result of their security ownership and rights concerning amendments to the Partnership Agreement, the security holders referred to herein may have influence over the Company.  Although these security holders have not agreed to act together on any matter, they would be in a position to exercise even more influence over the Company’s affairs if they were to act together in the future.  This influence could conceivably be exercised in a manner that is inconsistent with the interests of other security holders.  For additional information regarding the security ownership of our trustees, including Mr. Zell, and our executive officers, see the Company’s definitive proxy statement.

 

Shareholders’ Ability to Effect Changes in Control of the Company is Limited

 

Provisions of Our Declaration of Trust and Bylaws Could Inhibit Changes in Control

 

Certain provisions of our Declaration of Trust and Bylaws may delay or prevent a change in control of the Company or other transactions that could provide the security holders with a premium over the then-prevailing market price of their securities or which might otherwise be in the best interest of our security holders.  This includes the 5% Ownership Limit described below.  Also, any future series of preferred shares of beneficial interest may have certain voting provisions that could delay or prevent a change of control or other transactions that might otherwise be in the interest of our security holders.

 

We Have a Share Ownership Limit for REIT Tax Purposes

 

To remain qualified as a REIT for federal income tax purposes, not more than 50% in value of our outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any year.  To facilitate maintenance of our REIT qualification, our Declaration of Trust, subject to certain exceptions, prohibits ownership by any single shareholder of more than 5% of the lesser of the number or value of the outstanding class of common or preferred shares.  We refer to this restriction as the “Ownership Limit.”  Absent any exemption or waiver granted by our Board of Trustees, securities acquired or held in violation of the Ownership Limit will be transferred to a trust for the exclusive benefit of a designated charitable beneficiary, and the security holder’s rights to distributions and to vote would terminate.  A transfer of Shares may be void if it causes a person to violate the Ownership Limit.  The Ownership Limit could delay or prevent a change in control and, therefore, could adversely affect our security holders’ ability to realize a premium over the then-prevailing market price for their Shares.  To reduce the ability of the Board to use the Ownership Limit as an anti-takeover device, in 2004 the Company amended the Ownership Limit to require, rather than permit, the Board to grant a waiver of the Ownership Limit if the individual seeking a waiver demonstrates that such ownership would not jeopardize the Company’s status as a REIT.

 

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Our Preferred Shares May Affect Changes in Control

 

Our Declaration of Trust authorizes the Board of Trustees to issue up to 100 million preferred shares, and to establish the preferences and rights (including the right to vote and the right to convert into common shares) of any preferred shares issued.  The Board of Trustees may use its powers to issue preferred shares and to set the terms of such securities to delay or prevent a change in control of the Company, even if a change in control were in the interest of security holders.

 

Inapplicability of Maryland Law Limiting Certain Changes in Control

 

Certain provisions of Maryland law applicable to real estate investment trusts prohibit “business combinations” (including certain issuances of equity securities) with any person who beneficially owns ten percent or more of the voting power of outstanding securities, or with an affiliate who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the Company’s outstanding voting securities (an “Interested Shareholder”), or with an affiliate of an Interested Shareholder.  These prohibitions last for five years after the most recent date on which the Interested Shareholder became an Interested Shareholder.  After the five-year period, a business combination with an Interested Shareholder must be approved by two super-majority shareholder votes unless, among other conditions, holders of common shares receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Shareholder for its common shares.  As permitted by Maryland law, however, the Board of Trustees of the Company has opted out of these restrictions with respect to any business combination involving Mr. Zell and certain of his affiliates and persons acting in concert with them.  Consequently, the five-year prohibition and the super-majority vote requirements will not apply to a business combination involving us and/or any of them. Such business combinations may not be in the best interest of our security holders.

 

Our Success as a REIT Is Dependent on Compliance with Federal Income Tax Requirements

 

Our Failure to Qualify as a REIT Would Have Serious Adverse Consequences to Our Security Holders

 

We believe that we have qualified for taxation as a REIT for federal income tax purposes since our taxable year ended December 31, 1992 based, in part, upon opinions of tax counsel received whenever we have issued equity securities or engaged in significant merger transactions.  We plan to continue to meet the requirements for taxation as a REIT.  Many of these requirements, however, are highly technical and complex.  We cannot, therefore, guarantee that we have qualified or will qualify in the future as a REIT.  The determination that we are a REIT requires an analysis of various factual matters that may not be totally within our control.  For example, to qualify as a REIT, our gross income must generally come from rental and other real estate or passive related sources that are itemized in the REIT tax laws.  We are also required to distribute to security holders at least 90% of our REIT taxable income excluding capital gains.  The fact that we hold our assets through ERP Operating Limited Partnership and its subsidiaries further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize our REIT status.  Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for us to remain qualified as a REIT.  We do not believe, however, that any pending or proposed tax law changes would jeopardize our REIT status.

 

If we fail to qualify as a REIT, we would be subject to federal income tax at regular corporate rates. Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first failed to qualify.  If we fail to qualify as a REIT, we would have to pay significant income taxes.  We, therefore, would have less money available for investments or for distributions to security holders.  This would likely have a significant adverse affect on the value of our securities.  In addition, we would no longer be required to make any distributions to security holders.  Even if we quality as a REIT, we are and will continue to be subject to certain federal,

 

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state and local taxes on our income and property.  In addition, our corporate housing business and condominium conversion business, which are conducted through taxable REIT subsidiaries, generally will be subject to federal income tax at regular corporate rates.

 

We Could Be Disqualified as a REIT or Have to Pay Taxes if Our Merger Partners Did Not Qualify as REITs

 

If any of our prior merger partners had failed to qualify as a REIT throughout the duration of their existence, then they might have had undistributed “C corporation earnings and profits” at the time of their merger with us.  If that was the case and we did not distribute those earnings and profits prior to the end of the year in which the merger took place, we might not qualify as a REIT.  We believe based, in part, upon opinions of legal counsel received pursuant to the terms of our merger agreements as well as our own investigations, among other things, that each of our prior merger partners qualified as a REIT and that, in any event, none of them had any undistributed “C corporation earnings and profits” at the time of their merger with us.  If any of our prior merger partners failed to qualify as a REIT, an additional concern would be that they would have recognized taxable gain at the time they merged with us.  We would be liable for the tax on such gain.  In this event, we would have to pay corporate income tax on any gain existing at the time of the applicable merger on assets acquired in the merger if the assets are sold within ten years of the merger. Finally, we could be precluded from electing REIT status for up to four years after the year in which the predecessor entity failed to qualify for REIT status.

 

Compliance with REIT Distribution Requirements May Affect Our Financial Condition

 

Distribution Requirements May Increase the Indebtedness of the Company

 

We may be required from time to time, under certain circumstances, to accrue as income for tax purposes interest and rent earned but not yet received.  In such event, or upon our repayment of principal on debt, we could have taxable income without sufficient cash to enable us to meet the distribution requirements of a REIT.  Accordingly, we could be required to borrow funds or liquidate investments on adverse terms in order to meet these distribution requirements.

 

Federal Income Tax Considerations

 

General

 

The following discussion summarizes the federal income tax considerations material to a holder of common shares.  It is not exhaustive of all possible tax considerations. For example, it does not give a detailed discussion of any state, local or foreign tax considerations. The following discussion also does not address all tax matters that may be relevant to prospective shareholders in light of their particular circumstances.  Moreover, it does not address all tax matters that may be relevant to shareholders who are subject to special treatment under the tax laws, such as insurance companies, tax-exempt entities, financial institutions or broker-dealers, foreign corporations and persons who are not citizens or residents of the United States.

 

The specific tax attributes of a particular shareholder could have a material impact on the tax considerations associated with the purchase, ownership and disposition of common shares. Therefore, it is essential that each prospective shareholder consult with his or her own tax advisors with regard to the application of the federal income tax laws to the shareholder’s personal tax situation, as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

 

The information in this section is based on the current Internal Revenue Code, current, temporary and proposed Treasury regulations, the legislative history of the Internal Revenue Code, current administrative interpretations and practices of the Internal Revenue Service, including its practices and policies as set forth in private letter rulings, which are not binding on the Internal Revenue Service, and

 

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existing court decisions.  Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law.  Any change could apply retroactively.  Thus, it is possible that the Internal Revenue Service could challenge the statements in this discussion, which do not bind the Internal Revenue Service or the courts, and that a court could agree with the Internal Revenue Service.

 

Our Taxation

 

We elected REIT status beginning with the year that ended December 31, 1992.  In any year in which we qualify as a REIT, we generally will not be subject to federal income tax on the portion of our REIT taxable income or capital gain that we distribute to our shareholders.  This treatment substantially eliminates the double taxation that applies to most corporations, which pay a tax on their income and then distribute dividends to shareholders who are in turn taxed on the amount they receive.  We elected taxable REIT subsidiary status for certain of our corporate subsidiaries, primarily those engaged in condominium conversion and sale activities.  As a result, we will be subject to federal income taxes for activities performed by our taxable REIT subsidiaries.

 

We will be subject to federal income tax at regular corporate rates upon our REIT taxable income or capital gain that we do not distribute to our shareholders. In addition, we will be subject to a 4% excise tax if we do not satisfy specific REIT distribution requirements.  We could also be subject to the “alternative minimum tax” on our items of tax preference.  In addition, any net income from “prohibited transactions” (i.e., dispositions of property, other than property held by a taxable REIT subsidiary, held primarily for sale to customers in the ordinary course of business) will be subject to a 100% tax.  We could also be subject to a 100% penalty tax on certain payments received from or on certain expenses deducted by a taxable REIT subsidiary if any such transaction is not respected by the Internal Revenue Service.  If we fail to satisfy the 75% gross income test or the 95% gross income test (described below) but have maintained our qualification as a REIT because we satisfied certain other requirements, we will still generally be subject to a 100% penalty tax on the amount by which we fail such gross income test.  If we fail to satisfy any of the REIT asset tests (described below) by more than a de minimis amount, due to reasonable cause, and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets.  If we fail to satisfy any provision of the Internal Revenue Code that would result in our failure to qualify as a REIT (other than a violation of the REIT gross income or asset tests described below) and the violation is due to reasonable cause, we may retain our REIT qualification but we will be required to pay a penalty of $50,000 for each such failure. Moreover, we may be subject to taxes in certain situations and on certain transactions that we do not presently contemplate.

 

We believe that we have qualified as a REIT for all of our taxable years beginning with 1992. We also believe that our current structure and method of operation is such that we will continue to qualify as a REIT.  However, given the complexity of the REIT qualification requirements, we cannot provide any assurance that the actual results of our operations have satisfied or will satisfy the requirements under the Internal Revenue Code for a particular year.

 

If we fail to qualify for taxation as a REIT in any taxable year and the relief provisions described herein do not apply, we will be subject to tax on our taxable income at regular corporate rates.  We also may be subject to the corporate “alternative minimum tax.” As a result, our failure to qualify as a REIT would significantly reduce the cash we have available to distribute to our shareholders.  Unless entitled to statutory relief, we would be disqualified as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether we would be entitled to statutory relief.

 

Our qualification and taxation as a REIT depend on our ability to satisfy various requirements under the Internal Revenue Code.  We are required to satisfy these requirements on a continuing basis through actual annual operating and other results.  Accordingly, there can be no assurance that we will be

 

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able to continue to operate in a manner so as to remain qualified as a REIT.

 

Ownership of Taxable REIT Subsidiaries by Us.  The Internal Revenue Code provides that for taxable years beginning after December 31, 2000, REITs may own greater than ten percent of the voting power and value of the securities of “taxable REIT subsidiaries” or “TRSs”, which are corporations subject to tax as a regular “C” corporation that have elected, jointly with a REIT, to be a TRS.  Generally, a taxable REIT subsidiary may own assets that cannot otherwise be owned by a REIT and can perform impermissible tenant services (discussed above), which would otherwise taint our rental income under the REIT income tests.  However, the REIT will be obligated to pay a 100% penalty tax on some payments that we receive or on certain expenses deducted by our TRSs if the economic arrangements between us, our tenants and the TRS are not comparable to similar arrangements among unrelated parties.  A TRS may also receive income from prohibited transactions without incurring the 100% federal income tax liability imposed to REITs.  Income from prohibited transactions may include the purchase and sale of land, the purchase and sale of completed development properties and the sale of condominium units.

 

TRSs pay federal and state income tax at the full applicable corporate rates.  The amount of taxes paid on impermissible tenant services income and the sale of real estate held primarily for sale to customers in the ordinary course of business may be material in amount.  The TRSs will attempt to minimize the amount of these taxes, but we cannot guarantee whether, or the extent to which, measures taken to minimize these taxes will be successful.  To the extent that these companies are required to pay taxes, less cash may be available for distributions to shareholders.

 

Share Ownership Test and Organizational RequirementIn order to qualify as a REIT, our shares of beneficial interest must be held by a minimum of 100 persons for at least 335 days of a taxable year that is 12 months, or during a proportionate part of a taxable year of less than 12 months.  Also, not more than 50% in value of our shares of beneficial interest may be owned directly or indirectly by applying certain constructive ownership rules, by five or fewer individuals during the last half of each taxable year.  In addition, we must meet certain other organizational requirements, including, but not limited to, that (i) the beneficial ownership in us is evidenced by transferable shares and (ii) we are managed by one or more trustees.  We believe that we have satisfied all of these tests and all other organizational requirements and that we will continue to do so in the future.  In order to ensure compliance with the 100 person test and the 50% share ownership test discussed above, we have placed certain restrictions on the transfer of our shares that are intended to prevent further concentration of share ownership.  However, such restrictions may not prevent us from failing these requirements, and thereby failing to qualify as a REIT.

 

Gross Income Tests.  To qualify as a REIT, we must satisfy two gross income tests:

 

(1)          At least 75% of our gross income for each taxable year must be derived directly or indirectly from rents from real property, investments in real estate and/or real estate mortgages, dividends paid by another REIT and from some types of temporary investments.

(2)          At least 95% of our gross income for each taxable year must be derived from any combination of income qualifying under the 75% test and dividends, non-real estate mortgage interest, some payments under hedging instruments and gain from the sale or disposition of stock or securities.

 

To qualify as rents from real property for the purpose of satisfying the gross income tests, rental payments must generally be received from unrelated persons and not be based on the net income of the resident.  Also, the rent attributable to personal property must not exceed 15% of the total rent.  We may generally provide services to residents without “tainting” our rental income only if such services are “usually or customarily rendered” in connection with the rental of real property and not otherwise considered “impermissible services”.  If such services are impermissible, then we may generally provide them only if they are considered de minimis in amount, or are provided through an independent contractor from whom we derive no revenue and that meets other requirements, or through a taxable REIT subsidiary. We believe that services provided to residents by us either are usually or customarily rendered in

 

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connection with the rental of real property and not otherwise considered impermissible, or, if considered impermissible services, will meet the de minimis test or will be provided by an independent contractor or taxable REIT subsidiary.  However, we cannot provide any assurance that the Internal Revenue Service will agree with these positions.

 

If we fail to satisfy one or both of the gross income tests for any taxable year, we may nevertheless qualify as a REIT for the year if we are entitled to relief under certain provisions of the Internal Revenue Code.  In this case, a penalty tax would still be applicable as discussed above.  Generally, it is not possible to state whether in all circumstances we would be entitled to the benefit of these relief provisions and in the event these relief provisions do not apply, we will not qualify as a REIT.

 

Asset Tests.  In general, at the close of each quarter of our taxable year, we must satisfy four tests relating to the nature of our assets:

 

(1)                At least 75% of the value of our total assets must be represented by real estate assets (which include for this purpose shares in other real estate investment trusts) and certain cash related items;

(2)                Not more than 25% of our total assets may be represented by securities other than those in the 75% asset class;

(3)                Except for equity investments in other REITs, qualified REIT subsidiaries (i.e., corporations owned 100% by a REIT that are not TRSs or REITs), or taxable REIT subsidiaries: (a) the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets and (b) we may not own more than 10% of the value of or the voting securities of any one issuer; and

(4)                Not more than 20% of our total assets may be represented by securities of one or more taxable REIT subsidiaries.

 

The 10% value test described in clause (b) of (3) above does not apply to certain securities that fall within a safe harbor under the Code.  Under the safe harbor, the following are not considered “securities” held by us for purposes of this 10% value test: (i) straight debt securities, (ii) any loan of an individual or an estate, (iii) certain rental agreements for the use of tangible property, (iv) any obligation to pay rents from real property, (v) any security issued by a state or any political subdivision thereof, foreign government or Puerto Rico only if the determination of any payment under such security is not based on the profits of another entity or payments on any obligation issued by such other entity, or (vi) any security issued by a REIT.  The timing and payment of interest or principal on a security qualifying as straight debt may be subject to a contingency provided that (A) such contingency does not change the effective yield to maturity, not considering a de minimis change which does not exceed the greater of ¼ of 1% or 5% of the annual yield to maturity or we own $1,000,000 or less of the aggregate issue price or value of the particular issuer’s debt and not more than 12 months of unaccrued interest can be required to be prepaid or (B) the contingency is consistent with commercial practice and the contingency is effective upon a default or the exercise of a prepayment right by the issuer of the debt.  If we hold indebtedness from any issuer, including a REIT, the indebtedness will be subject to, and may cause a violation of, the asset tests, unless it is a qualifying real estate asset or otherwise satisfies the above safe harbor.  We currently own equity interests in certain entities that have elected to be taxed as REITs for federal income tax purposes and are not publicly traded.  If any such entity were to fail to qualify as a REIT, we would not meet the 10% voting stock limitation and the 10% value limitation and we would fail to qualify as a REIT.  We believe that we and each of the REITs we own an interest in have and will comply with the foregoing asset tests for REIT qualification.  However, we cannot provide any assurance that the Internal Revenue Service will agree with our determinations.

 

For taxable years commencing on or after January 1, 2005, if we fail to satisfy the 5% or 10% asset tests described above after a 30-day cure period provided in the Internal Revenue Code, we will be deemed to have met such tests if the value of our non-qualifying assets is de minimis (i.e., does not exceed the lesser of 1% of the total value of our assets at the end of the applicable quarter or $10,000,000) and we

 

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dispose of the non-qualifying assets within six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered.  For violations due to reasonable cause and not willful neglect that are in excess of the de minimis exception described above, we may avoid disqualification as a REIT under any of the asset tests, after the 30-day cure period, by disposing of sufficient assets to meet the asset test within such six month period, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets and disclosing certain information to the Internal Revenue Service.  If we cannot avail ourselves of these relief provisions, or if we fail to timely cure any noncompliance with the asset tests, we would cease to qualify as a REIT.

 

Annual Distribution Requirements.  To qualify as a REIT, we are generally required to distribute dividends, other than capital gain dividends, to our shareholders each year in an amount at least equal to 90% of our REIT taxable income.  These distributions must be paid either in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for the prior year and if paid with or before the first regular dividend payment date after the declaration is made.  We intend to make timely distributions sufficient to satisfy our annual distribution requirements.  To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100% of our REIT taxable income, as adjusted, we are subject to tax on these amounts at regular corporate rates.   We will be subject to a 4% excise tax on the excess of the required distribution over the sum of amounts actually distributed and amounts retained for which federal income tax was paid, if we fail to distribute during each calendar year at least the sum of:  (1) 85% of our REIT ordinary income for the year; (2) 95% of our REIT capital gain net income for the year; and (3) any undistributed taxable income from prior taxable years.  A REIT may elect to retain rather than distribute all or a portion of its net capital gains and pay the tax on the gains.  In that case, a REIT may elect to have its shareholders include their proportionate share of the undistributed net capital gains in income as long-term capital gains and receive a credit for their share of the tax paid by the REIT.  For purposes of the 4% excise tax described above, any retained amounts would be treated as having been distributed.

 

Ownership of Partnership Interests By Us.  As a result of our ownership of the Operating Partnership, we will be considered to own and derive our proportionate share of the assets and items of income of the Operating Partnership, respectively, for purposes of the REIT asset and income tests, including its share of assets and items of income of any subsidiaries that are partnerships or limited liability companies.

 

State and Local Taxes.  We may be subject to state or local taxation in various jurisdictions, including those in which we transact business or reside.  Our state and local tax treatment may not conform to the federal income tax treatment discussed above.  Consequently, prospective shareholders should consult their own tax advisors regarding the effect of state and local tax laws on an investment in common shares.

 

Taxation of Domestic Shareholders Subject to U.S. Tax

 

General.  If we qualify as a REIT, distributions made to our taxable domestic shareholders with respect to their common shares, other than capital gain distributions and distributions attributable to taxable REIT subsidiaries, will be treated as ordinary income to the extent that the distributions come out of earnings and profits.  These distributions will not be eligible for the dividends received deduction for shareholders that are corporations nor will they constitute “qualified dividend income” under the Internal Revenue Code, meaning that such dividends will be taxed at marginal rates applicable to ordinary income rather than the special capital gain rates applicable to qualified dividend income distributed to shareholders who satisfy applicable holding period requirements.  In determining whether distributions are out of earnings and profits, we will allocate our earnings and profits first to preferred shares and second to the common shares.  The portion of ordinary dividends, made after December 31, 2002, which represent ordinary dividends we receive from a TRS, will be designated as “qualified dividend income” to REIT shareholders and are eligible for preferential tax rates if paid to our non-corporate shareholders.

 

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To the extent we make distributions to our taxable domestic shareholders in excess of our earnings and profits, such distributions will be considered a return of capital.  Such distributions will be treated as a tax-free distribution and will reduce the tax basis of a shareholder’s common shares by the amount of the distribution so treated. To the extent such distributions cumulatively exceed a taxable domestic shareholder’s tax basis; such distributions are taxable as a gain from the sale of shares.  Shareholders may not include in their individual income tax returns any of our net operating losses or capital losses.

 

Dividends declared by a REIT in October, November, or December are deemed to have been paid by the REIT and received by its shareholders on December 31 of that year, so long as the dividends are actually paid during January of the following year.   However, this treatment only applies to the extent of the REIT’s earnings and profits existing on December 31.  To the extent the shareholder distribution paid in January exceeds available earnings and profits as of December 31, the excess is treated as a distribution taxable to shareholders in the year paid.  As such, for tax reporting purposes, January distributions paid to our shareholders may be split between two tax years.

 

Distributions made by us that we properly designate as capital gain dividends will be taxable to taxable domestic shareholders as gain from the sale or exchange of a capital asset held for more than one year.  This treatment applies only to the extent that the designated distributions do not exceed our actual net capital gain for the taxable year.  It applies regardless of the period for which a domestic shareholder has held his or her common shares.  Despite this general rule, corporate shareholders may be required to treat up to 20% of certain capital gain dividends as ordinary income.

 

Generally, we will classify a portion of our designated capital gain dividends as a 15% rate gain distribution and the remaining portion as an unrecaptured Section 1250 gain distribution.   A 15% rate gain distribution would be taxable to taxable domestic shareholders that are individuals, estates or trusts at a maximum rate of 15%.  An unrecaptured Section 1250 gain distribution would be taxable to taxable domestic shareholders that are individuals, estates or trusts at a maximum rate of 25%.

 

If, for any taxable year, we elect to designate as capital gain dividends any portion of the dividends paid or made available for the year to holders of all classes of shares of beneficial interest, then the portion of the capital gains dividends that will be allocable to the holders of common shares will be the total capital gain dividends multiplied by a fraction.  The numerator of the fraction will be the total dividends paid or made available to the holders of the common shares for the year.  The denominator of the fraction will be the total dividends paid or made available to holders of all classes of shares of beneficial interest.

 

We may elect to retain (rather than distribute as is generally required) net capital gain for a taxable year and pay the income tax on that gain.  If we make this election, shareholders must include in income, as long-term capital gain, their proportionate share of the undistributed net capital gain.  Shareholders will be treated as having paid their proportionate share of the tax paid by us on these gains.  Accordingly, they will receive a tax credit or refund for the amount.  Shareholders will increase the basis in their common shares by the difference between the amount of capital gain included in their income and the amount of the tax they are treated as having paid.  Our earnings and profits will be adjusted appropriately.

 

In general, a shareholder will recognize gain or loss for federal income tax purposes on the sale or other disposition of common shares in an amount equal to the difference between:

 

(a)                             the amount of cash and the fair market value of any property received in the sale or other disposition; and

 

(b)                            the shareholder’s adjusted tax basis in the common shares.

 

The gain or loss will be capital gain or loss if the common shares were held as a capital asset.  Generally, the capital gain or loss will be long-term capital gain or loss if the common shares were held for more than one year.

 

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In general, a loss recognized by a shareholder upon the sale of common shares that were held for six months or less, determined after applying certain holding period rules, will be treated as long-term capital loss to the extent that the shareholder received distributions that were treated as long-term capital gains.  For shareholders who are individuals, trusts and estates, the long-term capital loss will be apportioned among the applicable long-term capital gain rates to the extent that distributions received by the shareholder were previously so treated.

 

Taxation of Domestic Tax-Exempt Shareholders

 

Most tax-exempt organizations are not subject to federal income tax except to the extent of their unrelated business taxable income, which is often referred to as UBTI.  Unless a tax-exempt shareholder holds its common shares as debt financed property or uses the common shares in an unrelated trade or business, distributions to the shareholder should not constitute UBTI.  Similarly, if a tax-exempt shareholder sells common shares, the income from the sale should not constitute UBTI unless the shareholder held the shares as debt financed property or used the shares in a trade or business.

 

However, for tax-exempt shareholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans, income from owning or selling common shares will constitute UBTI unless the organization is able to properly deduct amounts set aside or placed in reserve so as to offset the income generated by its investment in common shares.  These shareholders should consult their own tax advisors concerning these set aside and reserve requirements which are set forth in the Internal Revenue Code.

 

In addition, certain pension trusts that own more than 10% of a “pension-held REIT” must report a portion of the distributions that they receive from the REIT as UBTI.  We have not been and do not expect to be treated as a pension-held REIT for purposes of this rule.

 

Taxation of Foreign Shareholders

 

The following is a discussion of certain anticipated United States federal income tax consequences of the ownership and disposition of common shares applicable to a foreign shareholder.  For purposes of this discussion, a “foreign shareholder” is any person other than:

 

(a)                             a citizen or resident of the United States;

 

(b)                            a corporation or partnership created or organized in the United States or under the laws of the United States or of any state thereof; or

 

(c)                            an estate or trust whose income is includable in gross income for United States federal income tax purposes regardless of its source.

 

Distributions by Us.  Distributions by us to a foreign shareholder that are neither attributable to gain from sales or exchanges by us of United States real property interests nor designated by us as capital gains dividends will be treated as dividends of ordinary income to the extent that they are made out of our earnings and profits.  These distributions ordinarily will be subject to withholding of United States federal income tax on a gross basis at a 30% rate, or a lower treaty rate, unless the dividends are treated as effectively connected with the conduct by the foreign shareholder of a United States trade or business.  Please note that under certain treaties lower withholding rates generally applicable to dividends do not apply to dividends from REITs.  Dividends that are effectively connected with a United States trade or business will be subject to tax on a net basis at graduated rates, and are generally not subject to withholding.  Certification and disclosure requirements must be satisfied before a dividend is exempt from withholding under this exemption.  A foreign shareholder that is a corporation also may be subject to an additional branch profits tax at a 30% rate or a lower treaty rate.

 

21



 

We expect to withhold United States income tax at the rate of 30% on any distributions made to a foreign shareholder unless:

 

(a)                             a lower treaty rate applies and any required form or certification evidencing eligibility for that reduced rate is filed with us; or

 

(b)                           the foreign shareholder files an IRS Form W-8ECI with us claiming that the distribution is effectively connected income.

 

A distribution in excess of our current or accumulated earnings and profits will not be taxable to a foreign shareholder to the extent that the distribution does not exceed the adjusted basis of the shareholder’s common shares.  Instead, the distribution will reduce the adjusted basis of the common shares.  To the extent that the distribution exceeds the adjusted basis of the common shares, it will give rise to gain from the sale or exchange of the shareholder’s common shares.  The tax treatment of this gain is described below.

 

We intend to withhold at a rate of 30%, or a lower applicable treaty rate, on the entire amount of any distribution not designated as a capital gain distribution.  In such event, a foreign shareholder may seek a refund of the withheld amount from the IRS if it subsequently determined that the distribution was, in fact, in excess of our earnings and profits, and the amount withheld exceeded the foreign shareholder’s United States tax liability with respect to the distribution.

 

From and after the taxable year ending December 31, 2005, any capital gain dividend with respect to any class of our stock which is “regularly traded” on an established securities market, will be treated as an ordinary dividend described above, if the foreign shareholder did not own more than 5% of such class of stock at any time during the taxable year.  Foreign shareholders generally will not be required to report distributions received from us on U.S. federal income tax returns and all distributions treated as dividends for U.S. federal income tax purposes, including any capital gain dividends, will be subject to a 30% U.S. withholding tax (unless reduced or eliminated under an applicable income tax treaty), as described above.  In addition, the branch profits tax will no longer apply to such distributions.

 

Distributions to a foreign shareholder that we designate at the time of the distributions as capital gain dividends, other than those arising from the disposition of a United States real property interest, generally will not be subject to United States federal income taxation unless:

 

(a)                            the investment in the common shares is effectively connected with the foreign shareholder’s United States trade or business, in which case the foreign shareholder will be subject to the same treatment as domestic shareholders, except that a shareholder that is a foreign corporation may also be subject to the branch profits tax, as discussed above; or

 

(b)                           the foreign shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains.

 

Except as described above, under the Foreign Investment in Real Property Tax Act, which is known as FIRPTA, distributions to a foreign shareholder that are attributable to gain from sales or exchanges of United States real property interests will cause the foreign shareholder to be treated as recognizing the gain as income effectively connected with a United States trade or business. This rule applies whether or not a distribution is designated as a capital gain dividend.  Accordingly, foreign shareholders generally would be taxed on these distributions at the same rates applicable to U.S. shareholders, subject to a special alternative minimum tax in the case of nonresident alien individuals.  In addition, a foreign corporate shareholder might be subject to the branch profits tax discussed above.  We

 

22



 

are required to withhold 35% of these distributions.  The withheld amount can be credited against the foreign shareholder’s United States federal income tax liability.

 

Although the law is not entirely clear on the matter, it appears that amounts we designate as undistributed capital gains in respect of the common shares held by U.S. shareholders would be treated with respect to foreign shareholders in the same manner as actual distributions of capital gain dividends. Under that approach, foreign shareholders would be able to offset as a credit against the United States federal income tax liability their proportionate share of the tax paid by us on these undistributed capital gains.  In addition, foreign shareholders would be able to receive from the IRS a refund to the extent their proportionate share of the tax paid by us were to exceed their actual United States federal income tax liability.

 

Foreign Shareholders’ Sales of Common Shares.  Gain recognized by a foreign shareholder upon the sale or exchange of common shares generally will not be subject to United States taxation unless the shares constitute a “United States real property interest” within the meaning of FIRPTA.  The common shares will not constitute a United States real property interest so long as we are a domestically controlled REIT.  A domestically controlled REIT is a REIT in which at all times during a specified testing period less than 50% in value of its stock is held directly or indirectly by foreign shareholders.  We believe that we are a domestically controlled REIT.  Therefore, we believe that the sale of common shares will not be subject to taxation under FIRPTA.  However, because common shares and preferred shares are publicly traded, we cannot guarantee that we will continue to be a domestically controlled REIT.  In any event, gain from the sale or exchange of common shares not otherwise subject to FIRPTA will be subject to U.S. tax, if either:

 

(a)                             the investment in the common shares is effectively connected with the foreign shareholder’s United States trade or business, in which case the foreign shareholder will be subject to the same treatment as domestic shareholders with respect to the gain; or

 

(b)                           the foreign shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a tax home in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains.

 

Even if we do not qualify as or cease to be a domestically controlled REIT, gain arising from the sale or exchange by a foreign shareholder of common shares still would not be subject to United States taxation under FIRPTA as a sale of a United States real property interest if:

 

(a)                             the class or series of shares being sold is “regularly traded,” as defined by applicable IRS regulations, on an established securities market such as the New York Stock Exchange; and

 

(b)                           the selling foreign shareholder owned 5% or less of the value of the outstanding class or series of shares being sold throughout the five-year period ending on the date of the sale or exchange.

 

If gain on the sale or exchange of common shares were subject to taxation under FIRPTA, the foreign shareholder would be subject to regular United States income tax with respect to the gain in the same manner as a taxable U.S. shareholder, subject to any applicable alternative minimum tax, a special alternative minimum tax in the case of nonresident alien individuals and the possible application of the branch profits tax in the case of foreign corporations.  The purchaser of the common shares would be required to withhold and remit to the IRS 10% of the purchase price.

 

Information Reporting Requirement and Backup Withholding

 

We will report to our domestic shareholders and the Internal Revenue Service the amount of

 

23



 

distributions paid during each calendar year and the amount of tax withheld, if any.  Under certain circumstances, domestic shareholders may be subject to backup withholding.  Backup withholding will apply only if such domestic shareholder fails to furnish certain information to us or the Internal Revenue Service.  Backup withholding will not apply with respect to payments made to certain exempt recipients, such as corporations and tax-exempt organizations.  Domestic shareholders should consult their own tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption.  Backup withholding is not an additional tax.  Rather, the amount of any backup withholding with respect to a payment to a domestic shareholder will be allowed as a credit against such person’s United States federal income tax liability and may entitle such person to a refund, provided that the required information is furnished to the Internal Revenue Service.

 

Item 1B.   Unresolved Staff Comments

 

None.

 

24



 

Item 2.  Properties

 

As of December 31, 2006, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 617 properties in 25 states and the District of Columbia consisting of 165,716 units.  The Company’s properties are more fully described as follows:

 

Type

 

Properties

 

Units

 

Average
Units

 

December 31, 2006
Occupancy

 

Garden

 

553

 

145,161

 

262

 

94.3%

 

Mid/High-Rise

 

63

 

17,000

 

270

 

92.4%

 

Military Housing

 

1

 

3,555

 

3,555

 

95.4%

 

Total

 

617

 

165,716

 

 

 

 

 

 

Resident leases are generally for twelve months in length and typically require security deposits.  The garden-style properties are generally defined as properties with two and/or three story buildings while the mid-rise/high-rise are defined as properties with greater than three story buildings.  These two property types typically provide residents with amenities, which may include a clubhouse, swimming pool, laundry facilities and cable television access. Certain of these properties offer additional amenities such as saunas, whirlpools, spas, sports courts and exercise rooms or other amenities.  The military housing properties are defined as those properties located on military bases.

 

The distribution of the properties throughout the United States reflects the Company’s belief that geographic diversification helps insulate the portfolio from regional and economic influences.  At the same time, the Company has sought to create clusters of properties within each of its primary markets in order to achieve economies of scale in management and operation.  The Company may nevertheless acquire additional multifamily properties located anywhere in the continental United States.

 

The following tables set forth certain information by type and state relating to the Company’s properties (occupancy information excludes condominium conversion, development and unstabilized acquired properties) at December 31, 2006:

 

25



 

GARDEN-STYLE PROPERTIES

 

State

 

Properties

 

Units

 

Percentage of
Total Units

 

December 31, 2006
Occupancy

 

Arizona

 

43

 

12,010

 

7.25

%

 

95.8

%

 

California

 

104

 

26,005

 

15.69

 

 

95.1

 

 

Colorado

 

28

 

9,208

 

5.56

 

 

94.8

 

 

Connecticut

 

20

 

2,528

 

1.53

 

 

95.8

 

 

Florida

 

75

 

23,354

 

14.09

 

 

94.1

 

 

Georgia

 

30

 

9,359

 

5.65

 

 

94.4

 

 

Illinois

 

4

 

858

 

0.52

 

 

92.7

 

 

Maine

 

5

 

672

 

0.41

 

 

89.0

 

 

Maryland

 

21

 

5,145

 

3.10

 

 

91.0

 

 

Massachusetts

 

36

 

5,010

 

3.02

 

 

94.0

 

 

Minnesota

 

5

 

654

 

0.39

 

 

89.6

 

 

Missouri

 

1

 

192

 

0.12

 

 

95.2

 

 

New Hampshire

 

1

 

390

 

0.24

 

 

93.3

 

 

New Jersey

 

4

 

1,402

 

0.85

 

 

94.4

 

 

New Mexico

 

2

 

369

 

0.22

 

 

97.6

 

 

New York

 

1

 

300

 

0.18

 

 

94.9

 

 

North Carolina

 

28

 

7,783

 

4.70

 

 

95.3

 

 

Oklahoma

 

3

 

580

 

0.35

 

 

96.5

 

 

Oregon

 

9

 

3,164

 

1.91

 

 

95.0

 

 

Rhode Island

 

5

 

778

 

0.47

 

 

93.0

 

 

Tennessee

 

8

 

2,325

 

1.40

 

 

95.7

 

 

Texas

 

59

 

17,822

 

10.75

 

 

94.7

 

 

Virginia

 

16

 

5,115

 

3.09

 

 

93.0

 

 

Washington

 

42

 

9,452

 

5.70

 

 

94.9

 

 

Wisconsin

 

3

 

686

 

0.41

 

 

97.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Garden-Style

 

553

 

145,161

 

87.60

%

 

 

 

 

Average Garden-Style

 

 

 

262

 

 

 

 

94.3

%

 

 

26



 

MID-RISE/HIGH RISE PROPERTIES

 

State

 

Properties

 

Units

 

Percentage of
Total Units

 

December 31, 2006
Occupancy

 

California

 

3

 

682

 

0.41

%

 

90.2

%

 

Colorado

 

1

 

339

 

0.21

 

 

90.3

 

 

Connecticut

 

1

 

263

 

0.16

 

 

94.5

 

 

Florida

 

3

 

653

 

0.39

 

 

94.6

 

 

Georgia

 

4

 

1,178

 

0.71

 

 

96.3

 

 

Illinois

 

1

 

478

 

0.29

 

 

95.3

 

 

Massachusetts

 

11

 

3,334

 

2.01

 

 

94.5

 

 

Minnesota

 

1

 

163

 

0.10

 

 

90.5

 

 

New Jersey

 

5

 

1,366

 

0.83

 

 

95.5

 

 

New York

 

7

 

2,112

 

1.28

 

 

97.5

 

 

Texas

 

4

 

746

 

0.45

 

 

93.5

 

 

Virginia

 

7

 

2,855

 

1.72

 

 

93.4

 

 

Washington

 

13

 

2,328

 

1.40

 

 

92.5

 

 

Washington, D.C.

 

2

 

503

 

0.30

 

 

74.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Mid-Rise/High-Rise

 

63

 

17,000

 

10.26

%

 

 

 

 

Average Mid-Rise/High-Rise

 

 

 

270

 

 

 

 

92.4

%

 

 

MILITARY HOUSING PROPERTIES

 

Washington (Ft. Lewis)

 

1

 

3,555

 

2.14

%

 

95.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Military Housing

 

1

 

3,555

 

2.14

%

 

 

 

 

Average Military Housing

 

 

 

3,555

 

 

 

 

95.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Residential Portfolio

 

617

 

165,716

 

100

%

 

 

 

 

 

The properties currently in various stages of development at December 31, 2006 are included in the following table.

 

27



 

Consolidated Development Projects as of December 31, 2006

(Amounts in thousands except for project and unit amounts)

 

Projects

 

Location

 

No. of
Units

 

Total
Capital
Cost (1)

 

Total Book
Value to
Date

 

Total Book
Value Not
Placed in
Service

 

Total Debt

 

Percentage
Completed

 

Percentage
Leased

 

Percentage
Occupied

 

Estimated
Completion
Date

 

Estimated
Stabilization
Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projects Under Development – Wholly Owned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bella Vista III

 

Woodland Hills, CA

 

264

 

$

73,336

 

$

59,682

 

$

59,682

 

$

 

81

%

 

3

%

 

 

 

2Q 2007

 

4Q 2007

 

Highland Glen II

 

Westwood, MA

 

102

 

21,620

 

7,069

 

7,069

 

1,384

 

43

%

 

 

 

%

 

 

2Q 2007

 

1Q 2008

 

Emerson/CRP II

 

Boston, MA

 

310

 

167,953

 

42,597

 

42,597

 

 

33

%

 

 

 

%

 

 

2Q 2008

 

1Q 2009

 

Redmond Ridge

 

Redmond, WA

 

321

 

55,457

 

13,648

 

13,648

 

 

12

%

 

 

 

%

 

 

2Q 2008

 

3Q 2010

 

77 Hudson

 

Jersey City, NJ

 

481

 

242,129

 

43,821

 

43,821

 

 

9

%

 

 

 

%

 

 

2Q 2009

 

4Q 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projects Under Development – Wholly Owned

 

 

 

1,478

 

560,495

 

166,817

 

166,817

 

1,384

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projects Under Development – Partially Owned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mozaic (a.k.a. Union Station)

 

Los Angeles, CA

 

272

 

69,661

 

64,852

 

42,757

 

39,787

 

98

%

 

18

%

 

11

%

 

1Q 2007

 

1Q 2008

 

Vintage

 

Ontario, CA

 

300

 

53,810

 

45,143

 

45,143

 

40,775

 

80

%

 

22

%

 

14

%

 

3Q 2007

 

1Q 2008

 

Silver Spring

 

Silver Spring, MD

 

457

 

147,454

 

40,684

 

40,684

 

 

14

%

 

 

 

 

 

4Q 2008

 

3Q 2010

 

303 Third Street

 

Cambridge, MA

 

531

 

248,307

 

55,878

 

55,878

 

 

7

%

 

 

 

 

 

3Q 2008

 

1Q 2010

 

City Lofts

 

Chicago, IL

 

278

 

71,109

 

13,848

 

13,848

 

 

6

%

 

 

 

 

 

3Q 2008

 

2Q 2009

 

Alta Pacific (2)

 

Irvine, CA

 

132

 

46,416

 

21,790

 

21,790

 

28,260

 

22

%

 

 

 

 

 

4Q 2007

 

3Q 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projects Under Development – Partially Owned

 

 

 

1,970

 

636,757

 

242,195

 

220,100

 

108,822

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projects Under Development

 

 

 

3,448

 

1,197,252

 

409,012

 

386,917

 

110,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land Held for Development

 

 

 

N/A

 

 

254,227

 

254,227

 

50,332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land/Projects Held for and/or Under Development

 

 

 

3,448

 

1,197,252

 

663,239

 

641,144

 

 

160,538

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Completed Not Stabilized:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2400 M St (3)

 

Washington, D.C.

 

359

 

111,947

 

107,888

 

 

75,936

 

100

%

 

65

%

 

58

%

 

Completed

 

3Q 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projects Completed Not Stabilized

 

 

 

359

 

111,947

 

107,888

 

 

75,936

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Projects

 

 

 

3,807

 

$

1,309,199

 

$

771,127

 

$

641,144

 

$

236,474

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)          Total capital cost represents estimated development cost for projects under development and all capitalized costs incurred to date plus any estimates of costs remaining to be funded for all projects, all in accordance with GAAP.

 

(2)          Debt is primarily tax-exempt bonds that are entirely outstanding, with $18.8 million unfunded and classified as deposits - restricted in the consolidated balance sheets at 12/31/06.

 

(3)          EQR acquired its partner’s interest on 4/28/2006 and now wholly-owns the property. Total Book Value to Date does not include additional purchase consideration of $30.7 million.

 

28



 

Item 3.  Legal Proceedings

 

The Company is party to a housing discrimination lawsuit brought by a non-profit civil rights organization in April 2006 in the U.S. District Court for the District of Maryland.  The suit alleges that the Company designed and built approximately 300 of its properties in violation of the accessibility requirements of the Fair Housing Act and Americans With Disabilities Act.  The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys’ fees.  The Company believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Company.  Accordingly, the Company is defending the suit vigorously.  Due to the pendency of the Company’s defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit and as a result, no amounts have been accrued at December, 31, 2006.  While no assurances can be given, the Company does not believe that the suit, if adversely determined, would have a material adverse effect on the Company.

 

The Company does not believe there is any other litigation pending or threatened against it that, individually or in the aggregate, reasonably may be expected to have a material adverse effect on the Company.

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

None.

 

29



 

PART II

 

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

The following table sets forth, for the years indicated, the high, low and closing sales prices for and the distributions paid on the Company’s Common Shares, which trade on the New York Stock Exchange under the trading symbol EQR.

 

 

 

Sales Price

 

 

 

 

 

High

 

Low

 

Closing

 

Distributions

 

2006

 

 

 

 

 

 

 

 

 

Fourth Quarter Ended December 31, 2006

 

$

61.50

 

$

49.42

 

$

50.75

 

$

0.4625

 

Third Quarter Ended September 30, 2006

 

$

51.35

 

$

44.04

 

$

50.58

 

$

0.4425

 

Second Quarter Ended June 30, 2006

 

$

47.47

 

$

41.45

 

$

44.73

 

$

0.4425

 

First Quarter Ended March 31, 2006

 

$

47.74

 

$

38.84

 

$

46.79

 

$

0.4425

 

 

 

 

Sales Price

 

 

 

 

 

High

 

Low

 

Closing

 

Distributions

 

2005

 

 

 

 

 

 

 

 

 

Fourth Quarter Ended December 31, 2005

 

$

42.17

 

$

35.52

 

$

39.12

 

$

0.4425

 

Third Quarter Ended September 30, 2005

 

$

40.74

 

$

36.35

 

$

37.85

 

$

0.4325

 

Second Quarter Ended June 30, 2005

 

$

37.57

 

$

31.50

 

$

36.82

 

$

0.4325

 

First Quarter Ended March 31, 2005

 

$

36.37

 

$

30.70

 

$

32.21

 

$

0.4325

 

 

The number of record holders of Common Shares at January 31, 2007 was approximately 4,000.  The number of outstanding Common Shares as of January 31, 2007 was 294,015,767.

 

Certain information related to equity compensation plans is set forth in Item 8, Notes 14 and 15.

 

Item 6.    Selected Financial Data

 

The following table sets forth selected financial and operating information on a historical basis for the Company.  The following information should be read in conjunction with all of the financial statements and notes thereto included elsewhere in this Form 10-K.  The historical operating and balance sheet data have been derived from the historical financial statements of the Company.  All amounts have also been restated in accordance with the discontinued operations provisions of SFAS No. 144.  Certain capitalized terms as used herein are defined in the Notes to Consolidated Financial Statements.

 

30



 

CONSOLIDATED HISTORICAL FINANCIAL INFORMATION

(Financial information in thousands except for per share and property data)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

OPERATING DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues from continuing operations

 

$

1,990,436

 

$

1,682,658

 

$

1,493,927

 

$

1,330,804

 

$

1,301,856

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

$

31,131

 

$

68,399

 

$

8,765

 

$

15,581

 

$

13,947

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of minority interests

 

$

100,532

 

$

147,323

 

$

88,778

 

$

98,966

 

$

104,689

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations, net of minority interests

 

$

972,312

 

$

714,470

 

$

383,551

 

$

424,345

 

$

296,088

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,072,844

 

$

861,793

 

$

472,329

 

$

523,311

 

$

400,777

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

1,031,766

 

$

807,792

 

$

418,583

 

$

426,639

 

$

324,162

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share – basic:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.21

 

$

0.33

 

$

0.13

 

$

0.01

 

$

0.10

 

Net income available to Common Shares

 

$

3.56

 

$

2.83

 

$

1.50

 

$

1.57

 

$

1.19

 

Weighted average Common Shares outstanding

 

290,019

 

285,760

 

279,744

 

272,337

 

271,974

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share – diluted:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.20

 

$

0.32

 

$

0.12

 

$

0.01

 

$

0.10

 

Net income available to Common Shares

 

$

3.50

 

$

2.79

 

$

1.48

 

$

1.55

 

$

1.18

 

Weighted average Common Shares outstanding

 

315,579

 

310,785

 

303,871

 

297,041

 

297,969

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per Common Share outstanding

 

$

1.79

 

$

1.74

 

$

1.73

 

$

1.73

 

$

1.73

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE SHEET DATA (at end of period):

 

 

 

 

 

 

 

 

 

 

 

Real estate, before accumulated depreciation

 

$

17,235,175

 

$

16,590,370

 

$

14,852,621

 

$

12,874,379

 

$

13,046,263

 

Real estate, after accumulated depreciation

 

$

14,212,695

 

$

13,702,230

 

$

12,252,794

 

$

10,578,366

 

$

10,934,246

 

Total assets

 

$

15,062,219

 

$

14,108,751

 

$

12,656,306

 

$

11,477,917

 

$

11,822,005

 

Total debt

 

$

8,057,656

 

$

7,591,073

 

$

6,459,806

 

$

5,360,489

 

$

5,523,699

 

Minority Interests

 

$

411,459

 

$

422,183

 

$

535,582

 

$

600,929

 

$

611,303

 

Shareholders’ equity

 

$

5,884,222

 

$

5,395,340

 

$

5,072,528

 

$

5,015,441

 

$

5,197,123

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER DATA:

 

 

 

 

 

 

 

 

 

 

 

Total properties (at end of period)

 

617

 

926

 

939

 

968

 

1,039

 

Total apartment units (at end of period)

 

165,716

 

197,404

 

200,149

 

207,506

 

223,591

 

 

 

 

 

 

 

 

 

 

 

 

 

Funds from operations available to Common Shares and OP Units - basic (1)(2)

 

$

716,143

 

$

784,625

 

$

651,741

 

$

640,390

 

$

719,265

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow provided by (used for):

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

755,466

 

$

698,531

 

$

707,061

 

$

744,319

 

$

888,263

 

Investing activities

 

$

(259,472

)

$

(592,201

)

$

(555,279

)

$

334,028

 

$

(48,622

)

Financing activities

 

$

(324,545

)

$

(101,007

)

$

(117,856

)

$

(1,058,643

)

$

(861,369

)

 


(1)       The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only.  Once the Company commences the conversion of units to condominiums, it simultaneously discontinues depreciation of such property.  See Item 7 for a reconciliation of net income to FFO.

 

(2)       The Company believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company,

 

31



 

because it is a recognized measure of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help compare the operating performance of a company’s real estate between periods or as compared to different companies.  FFO in and of itself does not represent net income or net cash flows from operating activities in accordance with GAAP.  Therefore, FFO should not be exclusively considered as an alternative to net income or to net cash flows from operating activities as determined by GAAP or as a measure of liquidity.  The Company’s calculation of FFO 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.

 

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

The following discussion and analysis of the results of operations and financial condition of the Company should be read in connection with the Consolidated Financial Statements and Notes thereto. Due to the Company’s ability to control the Operating Partnership and its subsidiaries other than entities owning interests in the Partially Owned Properties - Unconsolidated and certain other entities in which the Company has investments, the Operating Partnership and each such subsidiary entity has been consolidated with the Company for financial reporting purposes.  Capitalized terms used herein and not defined are as defined elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2006.

 

Forward-looking statements in this Item 7 as well as elsewhere in this Annual Report on Form 10-K 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.  Forward-looking statements are not guarantees of future performance, results or events.  The Company assumes no obligation to update or supplement forward-looking statements because of subsequent events. Factors that might cause such differences include, but are not limited to, the following:

 

                  We intend to actively acquire and develop multifamily properties for rental operations and/or conversion into condominiums, as well as upgrade and sell existing properties as individual condominiums.  We may underestimate the costs necessary to bring an acquired or development property up to standards established for its intended market position.  Additionally, we expect that other major real estate investors with significant capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development efforts.  This competition may increase prices for multifamily properties or decrease the price at which we expect to sell individual properties.  We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms.  We also plan to develop more properties ourselves in addition to co-investing with our development partners for either the rental or condominium market, depending on opportunities in each sub-market.  This may increase the overall level of risk associated with our developments.  The total number of development units, cost of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation.

                  Sources of capital to the Company or labor and materials required for maintenance, repair, capital expenditure or development are more expensive than anticipated;

                  Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction of multifamily housing, slow employment growth, availability of low interest mortgages for single-family home buyers and the potential for geopolitical instability, all of which are beyond the Company’s control;

 

32



 

and

                  Additional factors as discussed in Part I of this Annual Report on Form 10-K, particularly those under “Risk Factors”.

 

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Company undertakes no obligation to publicly release any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  Forward-looking statements and related uncertainties are also included in Notes 5 and 11 to the Notes to Consolidated Financial Statements in this report.

 

Results of Operations

 

In conjunction with our business objectives and operating strategy, the Company has continued to invest or recycle its capital investment in apartment properties located in strategically targeted markets during the years ended December 31, 2006 and December 31, 2005.  In summary, we:

 

Year Ended December 31, 2006:

 

                  Acquired $1.8 billion of apartment properties consisting of 35 properties and 8,768 units, and $134.4 million of land parcels, all of which we deem to be in our strategic targeted markets; and

                  Sold $2.3 billion of apartment properties consisting of 335 properties and 39,608 units, as well as 1,069 condominium units for $216.0 million and $1.6 million of land parcels.

 

Year Ended December 31, 2005:

 

                  Acquired $2.5 billion of apartment properties consisting of 41 properties and 12,059 units, and $138.3 million of land parcels, all of which we deem to be in our strategic targeted markets; and

                  Sold $1.4 billion of apartment properties consisting of 50 properties and 12,848 units, as well as 2,241 condominium units for $593.3 million and five land parcels for $108.3 million.

 

On June 28, 2006, the Company announced that it agreed to sell its Lexford Housing Division for a cash purchase price of $1.086 billion.  The sale closed on October 5, 2006.  The Lexford Housing Division results are classified as discontinued operations, net of minority interests, in the consolidated statements of operations for all periods presented.  The Company recorded a gain on sale of approximately $418.7 million on the sale of the Lexford Housing Division in the fourth quarter of 2006.  In conjunction with the Lexford disposition, the Company paid off/extinguished $196.3 million of mortgage notes payable secured by the properties and incurred approximately $9.2 million in prepayment penalties upon extinguishment.

 

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

 

Properties that the Company owned for all of both 2006 and 2005 (the “2006 Same Store Properties”), which represented 128,133 units, impacted the Company’s results of operations.  Properties that the Company owned for all of both 2005 and 2004 (the “2005 Same Store Properties”), which represented 154,854 units, also impacted the Company’s results of operations.  Both the 2006 Same Store Properties and 2005 Same Store Properties are discussed in the following paragraphs.

 

The Company’s acquisition, disposition, completed development and consolidation of previously unconsolidated property and variable interest entity activities also impacted overall results of operations for the years ended December 31, 2006 and 2005.  The impacts of these activities are also discussed in greater

 

33



 

detail in the following paragraphs.

 

Comparison of the year ended December 31, 2006 to the year ended December 31, 2005

 

For the year ended December 31, 2006, income from continuing operations, net of minority interests, decreased by approximately $46.8 million when compared to the year ended December 31, 2005.  The decrease in continuing operations is discussed below.

 

Revenues from the 2006 Same Store Properties increased $88.7 million primarily as a result of higher rental rates charged to residents.  Expenses from the 2006 Same Store Properties increased $23.9 million primarily due to higher maintenance, payroll, utility costs and real estate taxes.  The following tables provide comparative same store results and statistics for the 2006 Same Store Properties:

 

2006 vs. 2005

Year over Year Same-Store Results/Statistics

$ in Thousands (except for Average Rental Rate) - 128,133 Same-Store Units

 

 

 

Results

 

Statistics

 

Description

 

Revenues

 

Expenses

 

NOI

 

Average
Rental
Rate (1)

 

Occupancy

 

Turnover

 

2006

 

$

1,612,529

 

$

628,210

 

$

984,319

 

$

1,110

 

94.6

%

(64.6

)%

2005

 

$

1,523,858

 

$

604,318

 

$

919,540

 

$

1,050

 

94.6

%

(65.5

)%

Change

 

$

88,671

 

$

23,892

 

$

64,779

 

$

60

 

0.0

%

0.9

%

Change

 

5.8

%

4.0

%

7.0

%

5.7

%

 

 

 

 

 


(1)          Average rental rate is defined as total rental revenues divided by the weighted average occupied units for the period.

 

The following table presents a reconciliation of operating income per the consolidated statements of operations to NOI for the 2006 Same Store Properties.

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

Operating income

 

$

513,143

 

$

433,464

 

Adjustments:

 

 

 

 

 

Non-same-store operating results

 

(173,863

)

(22,851

)

Fee and asset management revenue

 

(9,101

)

(10,240

)

Fee and asset management expense

 

8,934

 

8,555

 

Depreciation

 

562,739

 

439,594

 

General and administrative

 

48,465

 

70,405

 

Impairment

 

34,002

 

613

 

 

 

 

 

 

 

Same store NOI

 

$

984,319

 

$

919,540

 

 

For properties that the Company acquired prior to January 1, 2006 and expects to continue to own through December 31, 2007, the Company anticipates the following same store results for the full year ending December 31, 2007:

 

34



 

2007 Same-Store Assumptions

Physical Occupancy

 

95.0%

 

Revenue Change

 

5.00% to 6.00%

 

Expense Change

 

3.50% to 4.50%

 

NOI Change

 

5.50% to 7.50%

 

 

These 2007 assumptions are based on current expectations and are forward-looking.

 

Non-same store operating results increased $151.0 million and consist primarily of properties acquired in calendar years 2006 and 2005 as well as our corporate housing business.

 

See also Note 20 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s segment disclosures.

 

Fee and asset management revenues, net of fee and asset management expenses decreased $1.5 million primarily as a result of lower income earned from managing fewer properties for third parties and unconsolidated entities.  As of December 31, 2006 and 2005, the Company managed 15,020 units and 16,269 units, respectively, for third parties and unconsolidated entities.

 

Property management expenses from continuing operations 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.  These expenses increased by approximately $9.3 million or 10.7%.  This increase is primarily attributable to higher overall payroll costs and higher overall computer and training costs specific to the Company’s rollout of a new property management system.

 

Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, increased $123.1 million primarily as a result of additional depreciation expense on newly acquired properties and capital expenditures for all properties owned.

 

General and administrative expenses, which include corporate operating expenses, decreased approximately $21.9 million between the periods under comparison.  This decrease was primarily due to lower executive compensation expense due to severance costs for several executive officers incurred during the year ended December 31, 2005 and a $2.8 million reimbursement of legal expenses during the year ended December 31, 2006.  The Company anticipates that general and administrative expenses will approximate $50.0 million to $52.0 million for the year ending December 31, 2007.  The above assumption is based on current expectations and is forward-looking.

 

Impairment from continuing operations increased $33.4 million between periods under comparison.  This increase was primarily due to an impairment charge on goodwill of $30.0 million related to the corporate housing business and $2.0 million related to the write-off of various deferred sales costs following the decision to halt the condominium conversion and sale process at five assets.

 

Interest and other income from continuing operations decreased by approximately $37.3 million, primarily as a result of the $57.1 million in cash received during the year ended December 31, 2005 for the Company’s ownership interest in Rent.com, which was acquired by eBay, Inc.  This was partially offset by the $3.7 million in additional proceeds for Rent.com, an increase in interest earned on tax deferred 1031 exchange proceeds from the Lexford disposition and $14.7 million of forfeited deposits for various terminated transactions received during the year ended December 31, 2006.

 

Interest expense from continuing operations, including amortization of deferred financing costs, increased approximately $67.4 million primarily as a result of higher variable interest rates and overall debt levels outstanding.  During the year ended December 31, 2006, the Company capitalized interest costs of approximately $20.7 million as compared to $13.7 million for the year ended December 31, 2005.  This capitalization of interest primarily relates to consolidated projects under development.  The effective interest cost on all indebtedness for the year ended December 31, 2006 was 6.21% as compared to 6.16% for the year ended December 31, 2005.

 

35



 

Loss from investments in unconsolidated entities increased approximately $1.1 million between the periods under comparison.  This increase is primarily the result of consolidating previously unconsolidated properties as of January 1, 2006 as the result of EITF Issue No. 04-5.  See Note 4 in the Notes to Consolidated Financial Statements for further discussion.

 

Net gain on sales of unconsolidated entities decreased $1.0 million, due to increased unconsolidated sales during the year ended December 31, 2005.

 

Net gain on sales of land parcels decreased $27.5 million, due to a large gain recorded on the sale of one land parcel during the year ended December 31, 2005.

 

Discontinued operations, net of minority interests, increased approximately $257.8 million between the periods under comparison.  This increase is primarily the result of lower real estate net book values for properties sold during the year ended December 31, 2006 as compared to the same period in 2005.  See Note 13 in the Notes to Consolidated Financial Statements for further discussion.

 

Comparison of the year ended December 31, 2005 to the year ended December 31, 2004

 

For the year ended December 31, 2005, income from continuing operations, net of minority interests, increased by approximately $58.5 million when compared to the year ended December 31, 2004.  The increase in continuing operations is discussed below.

 

Revenues from the 2005 Same Store Properties increased $61.9 million primarily as a result of lower concessions provided residents and a slight increase in average occupancy rates.  Expenses from the 2005 Same Store Properties increased $36.2 million primarily due to higher payroll, utility costs and real estate taxes.  The following tables provide comparative revenue, expense, NOI and weighted average occupancy for the 2005 Same Store Properties:

 

2005 vs. 2004

 

Year over Year Same-Store Results

 

$ in Thousands - 154,854 Same-Store Units

 

 

 

Description

 

Revenues

 

Expenses (1)

 

NOI

 

 

 

 

 

 

 

 

 

2005

 

 

$

1,636,753

 

$

678,199

 

$

958,554

 

2004

 

 

$

1,574,843

 

$

641,980

 

$

932,863

 

Change

 

 

$

61,910

 

$

36,219

 

$

25,691

 

Change

 

 

3.9

%

5.6

%

2.8

%

 


(1)  Year 2005 expenses exclude $11.1 million of uninsured property damage caused by Hurricane Wilma.  Year 2004 expenses exclude $15.2 million of uninsured property damage caused by Hurricanes Charley, Frances, Ivan and Jeanne.

 

Same-Store Occupancy Statistics

 

 

 

 

Year 2005

 

94.1

%

Year 2004

 

93.5

%

Change

 

0.6

%

 

Non-same store operating results increased $78.6 million and consist primarily of properties acquired in calendar years 2005 and 2004 as well as our corporate housing business.

 

Fee and asset management revenues, net of fee and asset management expenses, decreased by $1.5 million primarily as a result of lower income earned from Ft. Lewis and managing fewer properties for third

 

36



 

parties and unconsolidated entities.  As of December 31, 2005 and 2004, the Company managed 16,269 units and 17,988 units, respectively, for third parties and unconsolidated entities.

 

Property management expenses from continuing operations 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.  These expenses increased by approximately $10.2 million or 13.3%.  This increase is primarily attributable to higher overall payroll costs including bonuses, long-term compensation costs and an increase of the Company’s match for employee 401(k) contributions.

 

Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, increased $58.9 million primarily as a result of additional depreciation expense on newly acquired properties and capital expenditures for all properties involved.

 

General and administrative expenses, which include corporate operating expenses, increased approximately $23.3 million between the periods under comparison.  This increase was primarily due to higher executive compensation expense due to severance costs of $9.8 million for several executive officers, $7.9 million of additional accruals specific to performance shares for selected executive officers and a $2.5 million profit sharing accrual paid in the first quarter of 2006.

 

Interest and other income from continuing operations increased approximately $59.6 million, primarily as a result of the $57.1 million in cash received for the Company’s ownership interest in Rent.com, which was acquired by eBay, Inc.

 

Interest expense from continuing operations, including amortization of deferred financing costs, increased approximately $55.3 million primarily as a result of higher overall debt balances as well as higher variable interest rates.  During the year ended December 31, 2005, the Company capitalized interest costs of approximately $13.7 million as compared to $14.0 million for the year ended December 31, 2004.  This capitalization of interest primarily relates to consolidated projects under development.  The effective interest cost on all indebtedness for the year ended December 31, 2005 was 6.16% as compared to 5.87% for the year ended December 31, 2004.

 

(Loss) income from investments in unconsolidated entities increased approximately $7.8 million between the periods under comparison.  This increase is primarily the result of consolidation of properties that were previously unconsolidated in the first quarter of 2004.

 

Net gain on sales of unconsolidated entities decreased $3.3 million, primarily due to a decrease in the number of unconsolidated entities sold.

 

Net gain on sales of land parcels increased $24.8 million, primarily due to an increase in the number of land parcels sold and large gains recorded on two land parcels located in Tyson’s Corner, Virginia.

 

Discontinued operations, net of minority interests, increased approximately $330.9 million between the periods under comparison.  This increase is primarily the result of higher per unit sales prices and lower real estate net book values for properties sold during the year ended December 31, 2005 as compared to the same period in 2004 as well as higher condominium sales.  The Company recognized $91.6 million and $32.1 million of net incremental gain on sales of condominium units (net of provision for income taxes) for the years ended December 31, 2005 and 2004, respectively.

 

Liquidity and Capital Resources

 

For the Year Ended December 31, 2006

 

As of January 1, 2006, the Company had approximately $88.8 million of cash and cash equivalents and $780.8 million available under its line of credit (net of $50.2 million which was restricted/dedicated to

 

37



 

support letters of credit and not available for borrowing).  After taking into effect the various transactions discussed in the following paragraphs and the net cash provided by operating activities, the Company’s cash and cash equivalents balance at December 31, 2006 was approximately $260.3 million and the amount available on the Company’s revolving credit facilities was $470.7 million (net of $69.3 million which was restricted/dedicated to support letters of credit and not available for borrowing).

 

During the year ended December 31, 2006, the Company generated proceeds from various transactions, which included the following:

 

                  Disposed of 340 properties, various individual condominium units and two land parcels, receiving net proceeds of approximately $2.3 billion;

                  Obtained $395.5 million in net proceeds from the issuance of $400.0 million of ten and one-half year 5.375% fixed rate public notes and terminated six forward starting swaps designated to hedge the note issuance, receiving net proceeds of $10.7 million;

                  Obtained $637.0 million in net proceeds from the issuance of $650.0 million of twenty year 3.85% exchangeable fixed rate public notes;

                  Obtained $267.0 million in new mortgage financing; and

                  Issued approximately 2.9 million Common Shares and received net proceeds of $77.7 million.

 

During the year ended December 31, 2006, the above proceeds were primarily utilized to:

 

                  Invest $291.3 million primarily in development projects;

                  Acquire 35 properties and nine land parcels, utilizing cash of $1.7 billion;

                  Repurchase 1.9 million Common Shares utilizing cash of $83.2 million;

                  Repay $493.0 million of mortgage loans;

                  Repay $60.0 million of fixed rate public notes;

                  Redeem the series G Preference Interests at a liquidation value of $25.5 million; and

                  Redeem the Series C Preferred Shares at a liquidation value of $115.0 million.

 

Depending on its analysis of market prices, economic conditions, and other opportunities for the investment of available capital, the Company may repurchase its Common Shares pursuant to its existing share buyback program authorized by the Board of Trustees.  The Company repurchased $83.2 million (1,897,912 shares at an average price per share of $43.85) of its Common Shares during the year ended December 31, 2006 to offset the issuance of 1,144,326 OP Units in connection with three property acquisitions and to partially offset restricted shares granted and ESPP shares purchased during the year ended December 31, 2006.  The Company is authorized to repurchase approximately $501.8 million of additional Common Shares.

 

The Company’s total debt summary and debt maturity schedules as of December 31, 2006, are as follows:      

 

38



 

Debt Summary as of December 31, 2006

(Amounts in thousands)

 

 

 

Amounts (1)

 

% of Total

 

Weighted
Average
Rates (1)

 

Weighted
Average
Maturities
(years)

 

Secured

 

$

3,178,223

 

39.4

%

5.82

%

6.4

 

Unsecured

 

4,879,433

 

60.6

%

5.84

%

6.6

 

Total

 

$

8,057,656

 

100.0

%

5.83

%

6.5

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Debt:

 

 

 

 

 

 

 

 

 

Secured – Conventional

 

$

2,286,529

 

28.4

%

6.30

%

4.4

 

Secured – Tax Exempt

 

18,260

 

0.2

%

6.39

%

18.3

 

Unsecured – Public/Private

 

4,158,043

 

51.6

%

5.90

%

6.9

 

Unsecured – Tax Exempt

 

111,390

 

1.4

%

5.06

%

22.3

 

Fixed Rate Debt

 

6,574,222

 

81.6

%

6.04

%

6.3

 

 

 

 

 

 

 

 

 

 

 

Floating Rate Debt:

 

 

 

 

 

 

 

 

 

Secured – Conventional

 

338,278

 

4.2

%

6.31

%

2.4

 

Secured – Tax Exempt

 

535,156

 

6.6

%

3.45

%

17.4

 

Unsecured – Public

 

150,000

 

1.9

%

6.13

%

2.4

 

Unsecured – Revolving Credit Facilities

 

460,000

 

5.7

%

5.40

%

1.4

 

Floating Rate Debt

 

1,483,434

 

18.4

%

4.90

%

7.5

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

8,057,656

 

100.0

%

5.83

%

6.5

 

 


(1)   Net of the effect of any derivative instruments.  Weighted average rates are for the year ended December 31, 2006.

 

Debt Maturity Schedule as of December 31, 2006

(Amounts in thousands)

 

Year

 

Fixed
Rate (1)

 

Floating
Rate (1)

 

Total

 

% of Total

 

Weighted
Average Rates
on Fixed Rate

Debt (1)

 

Weighted
Average Rates
on Total Debt
(1)

 

2007

 

$

360,411

 

$

101,052

 

$

461,463

 

5.7

%

6.34

%

6.51

%

2008 (2)

 

520,499

 

489,335

 

1,009,834

 

12.5

%

6.71

%

6.17

%

2009

 

452,953

 

382,564

 

835,517

 

10.4

%

6.37

%

5.36

%

2010

 

279,323

 

 

279,323

 

3.5

%

7.05

%

7.05

%

2011 (3)

 

1,448,445

 

24,150

 

1,472,595

 

18.3

%

5.52

%

5.50

%

2012

 

558,396

 

 

558,396

 

6.9

%

6.48

%

6.48

%

2013

 

567,355

 

 

567,355

 

7.1

%

5.93

%

5.93

%

2014

 

504,141

 

34,460

 

538,601

 

6.7

%

5.27

%

5.26

%

2015

 

316,459

 

 

316,459

 

3.9

%

6.53

%

6.53

%

2016

 

1,089,170

 

 

1,089,170

 

13.5

%

5.32

%

5.32

%

2017+

 

477,070

 

451,873

 

928,943

 

11.5

%

6.70

%

5.88

%

Total

 

$

6,574,222

 

$

1,483,434

 

$

8,057,656

 

100.0

%

5.98

%

5.82

%

 


(1)          Net of the effect of any derivative instruments.  Weighted average rates are as of December 31, 2006.

 

(2)          Includes $460.0 million outstanding on the Company’s $1.0 billion unsecured revolving credit facility, which matures on May 29, 2008.

 

(3)          Includes $650.0 million of 3.85% convertible unsecured debt with a final maturity of 2026.  The notes are callable by the Company on or after August 18, 2011.  The notes are putable by the holders on August 18, 2011, August 15, 2016 and August 15, 2021.

 

39



 

The following table provides a summary of the Company’s unsecured debt as of December 31, 2006:

 

Unsecured Debt Summary as of December 31, 2006

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

Unamortized

 

 

 

 

 

Coupon

 

Due

 

Face

 

Premium/

 

Net

 

 

 

Rate

 

Date

 

Amount

 

(Discount)

 

Balance

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

7.625

%

04/15/07

 

$

50,000

 

$

51

 

$

50,051

 

 

 

6.900

%

08/01/07

 

50,000

 

(14

)

49,986

 

 

 

7.540

%

09/01/07

(1)

4,286

 

 

4,286

 

 

 

4.861

%

11/30/07

 

50,000

 

 

50,000

 

 

 

7.500

%

08/15/08

(1)

130,000

 

 

130,000

 

 

 

4.750

%

06/15/09

(2)

300,000

 

(674

)

299,326

 

 

 

6.950

%

03/02/11

 

300,000

 

3,632

 

303,632

 

 

 

6.625

%

03/15/12

 

400,000

 

(1,529

)

398,471

 

 

 

5.200

%

04/01/13

 

400,000

 

(740

)

399,260

 

 

 

5.250

%

09/15/14

 

500,000

 

(474

)

499,526

 

 

 

6.584

%

04/13/15

 

300,000

 

(919

)

299,081

 

 

 

5.125

%

03/15/16

 

500,000

 

(493

)

499,507

 

 

 

5.375

%

08/01/16

 

400,000

 

(1,778

)

398,222

 

 

 

7.125

%

10/15/17

 

150,000

 

(700

)

149,300

 

 

 

7.570

%

08/15/26

 

140,000

 

 

140,000

 

 

 

3.850

%

08/15/26

(3)

650,000

 

(7,990

)

642,010

 

Floating Rate Adjustments

 

 

 

 

(2)

(150,000

)

 

(150,000

)

FAS 133 Adjustments - net

 

 

 

 

(2)

(4,615

)

 

(4,615

)

 

 

 

 

 

 

4,169,671

 

(11,628

)

4,158,043

 

Fixed Rate Tax Exempt Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

4.750

%

12/15/28

(1)

35,600

 

 

35,600

 

 

 

5.200

%

06/15/29

(1)

75,790

 

 

75,790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

111,390

 

 

111,390

 

 

 

 

 

 

 

 

 

 

 

 

 

Floating Rate Notes:

 

 

 

06/15/09

(2)

150,000

 

 

150,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facilities:

 

 

 

05/29/08

(4)

460,000

 

 

460,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Unsecured Debt

 

 

 

 

 

$

4,891,061

 

$

(11,628

)

$

4,879,433

 

 


(1)          Notes are private.  All other unsecured debt is public.

(2)          $150.0 million in fair value interest rate swaps converts 50% of the 4.750% Notes due June 15, 2009 to a floating interest rate.

(3)          Convertible notes mature on August 15, 2026.  The notes are callable by the Company on or after August 18, 2011.  The notes are putable by the holders on August 18, 2011, August 15, 2016 and August 15, 2021.

(4)          Represents amount outstanding on the Company’s $1.0 billion unsecured revolving credit facility.

 

As of February 28, 2007, an unlimited amount of debt securities remains available for issuance by the Operating Partnership under a registration statement that became automatically effective upon filing with the SEC in June 2006 (under SEC regulations enacted in 2005, the registration statement automatically expires on June 29, 2009 and does not contain a maximum issuance amount) and $956.5 million in equity securities

 

40



 

remains available for issuance by the Company under a registration statement the SEC declared effective in February 1998.

 

The Company’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2006 is presented in the following table.  The Company calculates the equity component of its market capitalization as the sum of (i) the total outstanding Common Shares and assumed conversion of all OP Units at the equivalent market value of the closing price of the Company’s Common Shares on the New York Stock Exchange; (ii) the “Common Share Equivalent” of all convertible preferred shares and preference interests/units; and (iii) the liquidation value of all perpetual preferred shares outstanding.

 

Capital Structure as of December 31, 2006

(Amounts in thousands except for share and per share amounts)

 

Secured Debt

 

 

 

 

 

$

3,178,223

 

39.4

%

 

 

Unsecured Debt

 

 

 

 

 

4,419,433

 

54.9

%

 

 

Lines of Credit

 

 

 

 

 

460,000

 

5.7

%

 

 

Total Debt

 

 

 

 

 

$

8,057,656

 

100.0

%

33.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

293,551,633

 

93.6

%

 

 

 

 

 

 

OP Units

 

19,914,583

 

6.4

%

 

 

 

 

 

 

Total Shares & OP Units

 

313,466,216

 

100.0

%

 

 

 

 

 

 

Common Share Equivalents (see below)

 

856,602

 

 

 

 

 

 

 

 

 

Total outstanding at quarter-end

 

314,322,818

 

 

 

 

 

 

 

 

 

Common Share Price at December 31, 2006

 

$

50.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

15,951,883

 

97.7

%

 

 

Perpetual Preferred Equity (see below)

 

 

 

 

 

375,000

 

2.3

%

 

 

Total Equity

 

 

 

 

 

$

16,326,883

 

100.0

%

67.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Total Market Capitalization

 

 

 

 

 

$

24,384,539

 

 

 

100.0

%

 

Convertible Preferred Equity as of December 31, 2006

(Amounts in thousands except for share and per share amounts)

 

Series

 

Redemption
Date

 

Outstanding
Shares/Units

 

Liquidation
Value

 

Annual
Dividend
Per
Share/Unit

 

Annual
Dividend
Amount

 

Weighted
Average
Rate

 

Conversion
Ratio

 

Common Share
Equivalents

 

Preferred Shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.00% Series E

 

11/1/98

 

434,816

 

$

10,871

 

$

1.75

 

$

761

 

 

 

1.1128

 

483,863

 

7.00% Series H

 

6/30/98

 

28,134

 

703

 

1.75

 

49

 

 

 

1.4480

 

40,738

 

Preference Interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.625% Series J

 

12/14/06

 

230,000

 

11,500

 

3.8125

 

877

 

 

 

1.4108

 

324,484

 

Junior Preference Units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.00% Series B

 

7/29/09

 

7,367

 

184

 

2.00

 

15

 

 

 

1.020408

 

7,517

 

Total Convertible Preferred Equity

 

 

 

700,317

 

$

23,258

 

 

 

$

1,702

 

7.32

%

 

 

856,602

 

 

Perpetual Preferred Equity as of December 31, 2006

(Amounts in thousands except for share and per share amounts)

 

Series

 

Redemption
Date

 

Outstanding
Shares/Units

 

Liquidation
Value

 

Annual
Dividend
Per
Share/Unit

 

Annual
Dividend
Amount

 

Weighted
Average
Rate

 

Preferred Shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

8.60% Series D

 

7/15/07

 

700,000

 

$

175,000

 

$

21.50

 

$

15,050

 

 

 

8.29% Series K

 

12/10/26

 

1,000,000

 

50,000

 

4.145

 

4,145

 

 

 

6.48% Series N

 

6/19/08

 

600,000

 

150,000

 

16.20

 

9,720

 

 

 

Total Perpetual Preferred Equity

 

 

 

2,300,000

 

$

375,000

 

 

 

$

28,915

 

7.71

%

 

The Company expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and certain scheduled unsecured note and mortgage note repayments, generally through its working capital, net cash provided by operating activities and borrowings

 

41



 

under its revolving credit facilities.  The Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions.  The Company also expects to meet its long-term liquidity requirements, such as scheduled unsecured note and mortgage debt maturities, property acquisitions, financing of construction and development activities and capital improvements through the issuance of unsecured notes and equity securities, including additional OP Units, and proceeds received from the disposition of certain properties.  In addition, the Company has significant unencumbered properties available to secure additional mortgage borrowings in the event that the public capital markets are unavailable or the cost of alternative sources of capital is too high.  The fair 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 $17.2 billion in investment in real estate on the Company’s balance sheet at December 31, 2006, $11.6 billion or 67.0%, was unencumbered.

 

The Operating Partnership’s senior debt credit ratings from Standard & Poors (“S&P”), Moody’s and Fitch are A-, Baal (positive outlook) and A, respectively.  The Company’s preferred equity ratings from S&P, Moody’s and Fitch are BBB+, Baa2 (positive outlook) and A-, respectively.

 

The Operating Partnership has a long-term revolving credit facility with potential borrowings of up to $1.0 billion which matures in May 2008.  This facility may, among other potential uses, be used to fund property acquisitions, costs for certain properties under development and short term liquidity requirements.  As of February 26, 2007, $740.0 million was outstanding under this facility.

 

See Note 21 in the Notes to Consolidated Financial Statements for discussion of the events which occurred subsequent to December 31, 2006.

 

Capitalization of Fixed Assets and Improvements to Real Estate

 

Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the useful life of the component asset of the property.  We track improvements to real estate in two major categories and several subcategories:

 

             Replacements (inside the unit).  These include:

                  flooring such as carpets, hardwood, vinyl, linoleum or tile;

                  appliances;

                  mechanical equipment such as individual furnace/air units, hot water heaters, etc;

                  furniture and fixtures such as kitchen/bath cabinets, light fixtures, ceiling fans, sinks, tubs, toilets, mirrors, countertops, etc; and

                  blinds/shades.

 

All replacements are depreciated over a five-year estimated useful life.  We expense as incurred all make-ready maintenance and turnover costs such as cleaning, interior painting of individual units and the repair of any replacement item noted above.

 

             Building improvements (outside the unit).  These include:

                  roof replacement and major repairs;

                  paving or major resurfacing of parking lots, curbs and sidewalks;

                  amenities and common areas such as pools, exterior sports and playground equipment, lobbies, clubhouses, laundry rooms, alarm and security systems and offices;

                  major building mechanical equipment systems;

                  interior and exterior structural repair and exterior painting and siding;

                  major landscaping and grounds improvement; and

                  vehicles and office and maintenance equipment.

 

All building improvements are depreciated over a five to ten-year estimated useful life.  We capitalize building improvements and upgrades only if the item: (i) exceeds $2,500 (selected projects must exceed

 

42



 

$10,000); (ii) extends the useful life of the asset; and (iii) improves the value of the asset.

 

For the year ended December 31, 2006, our actual improvements to real estate totaled approximately $255.2 million.  This includes the following (amounts in thousands except for unit and per unit amounts):

 

Capitalized Improvements to Real Estate

For the Year Ended December 31, 2006

 

 

 

Total Units
(1)

 

Replacements

 

Avg.
Per Unit

 

Building
Improvements

 

Avg.
Per Unit

 

Total

 

Avg.
Per Unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Established Properties (2)

 

115,152

 

$

46,094

 

$

400

 

$

81,127

 

$

705

 

$

127,221

 

$

1,105

 

New Acquisition Properties (3)

 

29,512

 

9,194

 

336

 

35,854

 

1,311

 

45,048

 

1,647

 

Other (4)

 

6,651

 

30,384

 

 

 

52,527

 

 

 

82,911

 

 

 

Total

 

151,315

 

$

85,672

 

 

 

$

169,508

 

 

 

$

255,180

 

 

 

 


(1)          Total units exclude 10,846 unconsolidated units and 3,555 military housing (fee managed) units.

(2)          Wholly Owned Properties acquired prior to January 1, 2004.

(3)          Wholly Owned Properties acquired during 2004, 2005 and 2006.  Per unit amounts are based on a weighted average of 27,346 units.

(4)          Includes properties either Partially Owned or sold during the period, commercial space, condominium conversions and $21.4 million included in building improvements spent on seventeen specific assets related to major renovations and repositioning of these assets.

 

For the year ended December 31, 2005, our actual improvements to real estate totaled approximately $232.5 million.  This includes the following (amounts in thousands except for unit and per unit amounts):

 

Capitalized Improvements to Real Estate

For the Year Ended December 31, 2005

 

 

 

Total Units
(1)

 

Replacements

 

Avg.
Per Unit

 

Building
Improvements

 

Avg.
Per Unit

 

Total

 

Avg.
Per Unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Established Properties (2)

 

145,305

 

$

55,508

 

$

382

 

$

89,252

 

$

614

 

$

144,760

 

$

996

 

New Acquisition Properties (3)

 

27,669

 

5,626

 

270

 

19,508

 

937

 

25,134

 

1,207

 

Other (4)

 

8,531

 

23,421

 

 

 

39,185

 

 

 

62,606

 

 

 

Total

 

181,505

 

$

84,555

 

 

 

$

147,945

 

 

 

$

232,500

 

 

 

 


(1)          Total units exclude 15,899 unconsolidated units.

(2)          Wholly Owned Properties acquired prior to January 1, 2003.

(3)          Wholly Owned Properties acquired during 2003, 2004 and 2005.  Per unit amounts are based on a weighted average of 20,828 units.

(4)          Includes properties either Partially Owned or sold during the period, commercial space, condominium conversions and $6.8 million included in building improvements spent on nine specific assets related to major renovations and repositioning of these assets.

 

The Company expects to fund approximately $145.0 million for capital expenditures for replacements and building improvements for all consolidated properties, exclusive of condominium conversion properties, in 2007.  This includes an average of approximately $1,000 per unit for capital improvements for established properties.

 

During the year ended December 31, 2006, the Company’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Company’s property management offices and its corporate offices, were approximately $10.7 million.  The

 

43



 

Company expects to fund approximately $8.2 million in total additions to non-real estate property in 2007.

 

Improvements to real estate and additions to non-real estate property were funded from net cash provided by operating activities.

 

Derivative Instruments

 

In the normal course of business, the Company is exposed to the effect of interest rate changes.  The Company limits these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.

 

The Company has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors.  When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.

 

See Note 11 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at December 31, 2006.

 

Other

 

Minority Interests as of December 31, 2006 decreased by $10.7 million when compared to December 31, 2005.  The primary factors that impacted this account in the Company’s consolidated statements of operations and balance sheets during the year ended December 31, 2006 were:

 

                  The redemption or repurchase of 1.0 million units of Series G, H and I Preference Interests with a  combined liquidation value of $48.5 million and a premium on redemption of $0.7 million (see Note 3 in the Notes to Consolidated Financial Statements for further discussion);

                  Distributions declared to Minority Interests, which amounted to $36.2 million (excluding Junior Preference Unit and Preference Interest distributions);

                  The allocation of income from operations to holders of OP Units in the amount of $72.6 million;

                  The issuance of 1,144,326 OP Units for the acquisition of three properties with a valuation of $49.6 million; and

                  The conversion of 1.7 million OP Units into Common Shares valued at $27.9 million.

 

Total distributions paid in January 2007 amounted to $152.4 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the fourth quarter ended December 31, 2006.

 

44



 

Off-Balance Sheet Arrangements and Contractual Obligations

 

The Company has co-invested in various properties that are unconsolidated and accounted for under the equity method of accounting.  Management does not believe these investments have a materially different impact upon the Company’s liquidity, capital resources, credit or market risk than its property management and ownership activities.  During 2000 and 2001, the Company entered into institutional ventures with an unaffiliated partner.  At the respective closing dates, the Company sold and/or contributed 45 properties containing 10,846 units to these ventures and retained a 25% ownership interest in the ventures.  The Company’s joint venture partner contributed cash equal to 75% of the agreed-upon equity value of the properties comprising the ventures, which was then distributed to the Company.  The Company’s strategy with respect to these ventures was to reduce its concentration of properties in a variety of markets.

 

As of December 31, 2006, the Company has 11 projects totaling 3,448 units in various stages of development with estimated completion dates ranging through June 30, 2009.  The development agreements currently in place are discussed in detail in Note 18 of the Company’s Consolidated Financial Statements.

 

See also Notes 2 and 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s investments in partially owned entities.

 

The following table summarizes the Company’s contractual obligations for the next five years and thereafter as of December 31, 2006:

 

 

 

Payments Due by Year (in thousands)

 

Contractual Obligations

 

2007

 

2008

 

2009

 

2010

 

2011

 

Thereafter

 

Total

 

Debt (a)

 

$

461,463

 

$

1,009,834

 

$

835,517

 

$

279,323

 

$

1,472,595

 

$

3,998,924

 

$

8,057,656

 

Operating Leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum Rent Payments (b)

 

5,443

 

5,302

 

4,709

 

4,119

 

2,416

 

2,963

 

24,952

 

Other Long-Term Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Compensation (c)

 

813

 

813

 

1,450

 

1,450

 

2,049

 

14,736

 

21,311

 

Total

 

$

467,719

 

$

1,015,949

 

$

841,676

 

$

284,892

 

$

1,477,060

 

$

4,016,623

 

$

8,103,919

 


(a)          Amounts include aggregate principal payments only.  The Company paid $465,388, $397,886 and $348,574 for interest on debt, inclusive of derivative instruments, for the years ended December 31, 2006, 2005 and 2004, respectively.

(b)         Minimum basic rent due for various office space the Company leases and fixed base rent due on a ground lease for one property.

(c)          Estimated payments to the Company’s Chairman, two former CEO’s and its chief operating officer based on planned retirement dates.

 

Critical Accounting Policies and Estimates

 

The Company’s significant accounting policies are described in Note 2 in the Notes to Consolidated Financial Statements.  These policies were followed in preparing the consolidated financial statements at and for the year ended December 31, 2006 and are consistent with the year ended December 31, 2005.

 

The Company has identified six significant accounting policies as critical accounting policies.  These critical accounting policies are those that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates.  With respect to these critical accounting policies, management believes that the application of judgments and assessments is consistently applied and produces financial information that fairly presents the results of operations for all periods presented.  The six critical accounting policies are:

 

Impairment of Long-Lived Assets, Including Goodwill

 

The Company periodically evaluates its long-lived assets, including its investments in real estate and goodwill, for indicators of permanent impairment.  The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected

 

45



 

holding period of each asset and legal and environmental concerns.  Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.

 

Depreciation of Investment in Real Estate

 

The Company depreciates the building component of its investment in real estate over a 30-year estimated useful life, building improvements over a 5-year to 10-year estimated useful life and both the furniture, fixtures and equipment and replacements components over a 5-year estimated useful life, all of which are judgmental determinations.

 

Cost Capitalization

 

See the Capitalization of Fixed Assets and Improvements to Real Estate section for discussion of the policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs.  In addition, the Company capitalizes the payroll and associated costs of employees directly responsible for and who spend all of their time on the supervision of major capital and/or renovation projects.  These costs are reflected on the balance sheet as an increase to depreciable property.

 

The Company follows the guidance in SFAS No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, for all development projects and uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred.  The Company capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend all of their time on development activities, with capitalization ceasing no later than 90 days following issuance of the certificate of occupancy.  These costs are reflected on the balance sheet as construction in progress for each specific property.  The Company expenses as incurred all payroll costs of on-site employees working directly at our properties, except as noted above on our development properties prior to certificate of occupancy issuance and on specific major renovation at selected properties when additional incremental employees are hired.

 

Fair Value of Financial Instruments, Including Derivative Instruments

 

The valuation of financial instruments under SFAS No. 107 and SFAS No. 133 and its amendments (SFAS Nos. 137/138/149) requires the Company to make estimates and judgments that affect the fair value of the instruments.  The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

 

Revenue Recognition

 

Rental income attributable to leases is recorded when due from residents and is recognized monthly as it is earned, which is not materially different than on a straight-line basis.  Leases entered into between a resident and a property for the rental of an apartment unit are generally year-to-year, renewable upon consent of both parties on an annual or monthly basis.  Fee and asset management revenue and interest income are recorded on an accrual basis.

 

Share-Based Compensation

 

The Company accounts for its share-based compensation in accordance with SFAS No. 123 (R), Share-Based Payment, effective January 1, 2006, which results in compensation expense being recorded based on the fair value of the share compensation granted.

 

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable.  This model is only one method

 

46



 

of valuing options and the Company’s use of this model should not be interpreted as an endorsement of its accuracy.  Because the Company’s share options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its share options and the actual value of  the options may be significantly different.

 

Funds From Operations

 

For the year ended December 31, 2006, Funds From Operations (“FFO”) available to Common Shares and OP Units decreased $68.5 million, or 8.7%, as compared to the year ended December 31, 2005. For the year ended December 31, 2005, FFO available to Common Shares and OP Units increased $132.9 million, or 20.4%, as compared to the year ended December 31, 2004.

 

The following is a reconciliation of net income to FFO available to Common Shares and OP Units for each of the five years ended December 31, 2006:

 

Funds From Operations

(Amounts in thousands)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

Net income

 

$

1,072,844

 

$

861,793

 

$

472,329

 

$

523,311

 

$

400,777

 

Allocation to Minority Interests – Operating Partnership, net

 

4,201

 

6,796

 

2,624

 

202

 

2,335

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

562,739

 

439,594

 

380,673

 

325,471

 

303,871

 

Depreciation – Non-real estate additions

 

(7,840

)

(5,541

)

(5,303

)

(6,774

)

(9,029

)

Depreciation – Partially Owned and Unconsolidated Properties

 

4,338

 

2,487

 

1,903

 

19,911

 

12,166

 

Net gain on sales of unconsolidated entities

 

(370

)

(1,330

)

(4,593

)

(4,942

)

(5,054

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

29,779

 

89,153

 

115,639

 

145,853

 

168,901

 

Gain on sales of discontinued operations, net of minority interests (3)

 

(955,863

)

(650,563

)

(296,343

)

(287,372

)

(96,317

)

Net incremental gain on sales of condominium units

 

45,800

 

91,611

 

32,054

 

10,280

 

1,682

 

Minority Interests – Operating Partnership

 

1,593

 

4,626

 

6,504

 

11,122

 

16,548

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO (1)(2)

 

757,221

 

838,626

 

705,487

 

737,062

 

795,880

 

Preferred distributions

 

(37,113

)

(49,642

)

(53,746

)

(76,435

)

(76,615

)

Premium on redemption of Preferred Shares

 

(3,965

)

(4,359

)

 

(20,237

)

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO available to Common Shares and OP Units

 

$

716,143

 

$

784,625

 

$

651,741

 

$

640,390

 

$

719,265

 

 


(1)       The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States (GAAP)), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.  The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only.  Once the Company commences the conversion of units to condominiums, it simultaneously discontinues depreciation of such property.

 

(2)       The Company believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company, because it is a recognized measure of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help compare the operating performance of a company’s real estate between periods or as compared to different companies.  FFO in and of itself does not represent net income or net cash flows from operating activities in accordance with GAAP.  Therefore, FFO should not be exclusively considered as an

 

47



 

alternative to net income or to net cash flows from operating activities as determined by GAAP or as a measure of liquidity.  The Company’s calculation of FFO 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.

 

(3)       Gain on sales of discontinued operations, net of minority interests, has been reduced by approximately $4.5 million in one-time accrued retention benefits for the year ended December 31, 2006, related to the previously announced October 5, 2006 closing of the Lexford Housing Division disposition.

 

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

 

Market risks relating to the Company’s financial instruments result primarily from changes in short-term LIBOR interest rates.  The Company does not have any direct foreign exchange or other significant market risk.

 

The Company’s exposure to market risk for changes in interest rates relates primarily to the unsecured revolving credit facilities.  The Company typically incurs fixed rate debt obligations to finance acquisitions and capital expenditures, while it typically incurs floating rate debt obligations to finance working capital needs and as a temporary measure in advance of securing long-term fixed rate financing.  The Company continuously evaluates its level of floating rate debt with respect to total debt and other factors, including its assessment of the current and future economic environment.

 

The Company also utilizes certain derivative financial instruments to limit market risk.  Interest rate protection agreements are used to convert floating rate debt to a fixed rate basis or vice versa.  Derivatives are used for hedging purposes rather than speculation.  The Company does not enter into financial instruments for trading purposes.   See also Note 11 to the Notes to Consolidated Financial Statements for additional discussion of derivative instruments.

 

The fair values of the Company’s financial instruments (including such items in the financial statement captions as cash and cash equivalents, other assets, lines of credit, accounts payable and accrued expenses, rents received in advance and other liabilities) approximate their carrying or contract values based on their nature, terms and interest rates that approximate current market rates.  The fair value of the Company’s mortgage notes payable and unsecured notes were approximately $3.2 billion and $4.5 billion, respectively, at December 31, 2006.

 

The Company had total outstanding floating rate debt of approximately $1.5 billion, or 18.4% of total debt at December 31, 2006, net of the effects of any derivative instruments.  If market rates of interest on all of the floating rate debt permanently increased by 49 basis points (a 10% increase from the Company’s existing weighted average interest rates), the increase in interest expense on the floating rate debt would decrease future earnings and cash flows by approximately $7.3 million.  If market rates of interest on all of the floating rate debt permanently decreased by 49 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the decrease in interest expense on the floating rate debt would increase future earnings and cash flows by approximately $7.3 million.

 

At December 31, 2006, the Company had total outstanding fixed rate debt of approximately $6.6 billion, net of the effects of any derivative instruments.  If market rates of interest permanently increased by 60 basis points (a 10% increase from the Company’s existing weighted average interest rates), the estimated fair value of the Company’s fixed rate debt would be approximately $6.0 billion.  If market rates of interest permanently decreased by 60 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the estimated fair value of the Company’s fixed rate debt would be approximately $7.3 billion.

 

At December 31, 2006, the Company’s derivative instruments had a net liability fair value of approximately $16.2 million.  If market rates of interest permanently increased by 54 basis points (a 10% increase from the Company’s existing weighted average interest rates), the net liability fair value of the Company’s derivative instruments would be approximately $16.4 million.  If market rates of interest

 

48



 

permanently decreased by 54 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the net liability fair value of the Company’s derivative instruments would be approximately $16.2 million.

 

The Company had total outstanding floating rate debt of approximately $1.9 billion, or 24.9% of total debt at December 31, 2005, net of the effects of any derivative instruments.  If market rates of interest on all of the floating rate debt permanently increased by 37 basis points (a 10% increase from the Company’s existing weighted average interest rates), the increase in interest expense on the floating rate debt would decrease future earnings and cash flows by approximately $7.1 million.  If market rates of interest on all of the floating rate debt permanently decreased by 37 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the decrease in interest expense on the floating rate debt would increase future earnings and cash flows by approximately $7.1 million.

 

At December 31, 2005, the Company had total outstanding fixed rate debt of approximately $5.7 billion, net of the effects of any derivative instruments.  If market rates of interest permanently increased by 63 basis points (a 10% increase from the Company’s existing weighted average interest rates), the estimated fair value of the Company’s fixed rate debt would be approximately $5.2 billion.  If market rates of interest permanently decreased by 63 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the estimated fair value of the Company’s fixed rate debt would be approximately $6.3 billion.

 

At December 31, 2005, the Company’s derivative instruments had a net liability fair value of approximately $6.0 million.  If market rates of interest permanently increased by 49 basis points (a 10% increase from the Company’s existing weighted average interest rates), the net liability fair value of the Company’s derivative instruments would be approximately $0.1 million.  If market rates of interest permanently decreased by 49 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the net liability fair value of the Company’s derivative instruments would be approximately $11.5 million.

 

These amounts were determined by considering the impact of hypothetical interest rates on the Company’s financial instruments.  The foregoing assumptions apply to the entire amount of the Company’s debt and derivative instruments and do not differentiate among maturities.  These analyses do not consider the effects of the changes in overall economic activity that could exist in such an environment.  Further, in the event of changes of such magnitude, management would likely take actions to further mitigate its exposure to the changes.  However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in the Company’s financial structure or results.

 

The Company cannot predict the effect of adverse changes in interest rates on its debt and derivative instruments and, therefore, its exposure to market risk, nor can there be any assurance that long term debt will be available at advantageous pricing.  Consequently, future results may differ materially from the estimated adverse changes discussed above.

 

Item 8.  Financial Statements and Supplementary Data

 

See Index to Consolidated Financial Statements on page F-1 of this Form 10-K.

 

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A.   Controls and Procedures

 

(a)         Evaluation of Disclosure Controls and Procedures:

 

Effective as of December 31, 2006, 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

 

49



 

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)         Management’s Report on Internal Control over Financial Reporting:

 

Equity Residential’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.  Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.

 

Based on the Company’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, 2006.  Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein at Item 8, page F-3.

 

(c)         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 fourth quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B.   Other Information

 

None.

 

50



 

PART III

 

Items 10, 11, 12, 13 and 14.

 

Trustees, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships and Related Transactions, and Trustee Independence; and Principal Accounting Fees and Services.

 

The information required by Item 10, Item 11, Item 12, Item 13 and Item 14 is incorporated by reference to, and will be contained in, the Company’s definitive proxy statement, which the Company anticipates will be filed no later than April 20, 2007, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.

 

51



 

PART IV

 

Item 15.  Exhibits and Financial Statement Schedules.

 

(a) The following documents are filed as part of the Report:

(1) Financial Statements: See Index to Financial Statements and Schedule on page F-1 of this Form 10-K.

(2) Exhibits: See the Exhibit Index.

(3) Financial Statement Schedules:  See Index to Financial Statements attached hereto on page F-1 of this Form 10-K.

 

52



 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

EQUITY RESIDENTIAL

 

 

 

 

 

By:

/s/ David J. Neithercut

 

 

 

David J. Neithercut, President and

 

 

Chief Executive Officer

 

 

 

 

Date:

February 28, 2007

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints David J. Neithercut, Donna Brandin and Ian S. Kaufman, or any of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to do all acts and things which said attorneys and agents, or any of them, deem advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any requirements or regulations of the Securities and Exchange Commission in respect thereof, in connection with the Company’s filing of an annual report on Form 10-K for the Company’s fiscal year 2006, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his name as a director or officer, or both, of the Company, as indicated below opposite his signature, to the Form 10-K, and any amendment thereto; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities set forth below and on the dates indicated:

 

Name

 

Title

 

Date

 

 

 

 

 

/s/ David J. Neithercut

 

 

President, Chief Executive Officer and Trustee

 

February 28, 2007

 

David J. Neithercut

 

 

 

 

 

 

 

 

 

/s/ Donna Brandin

 

 

Executive Vice President and Chief Financial Officer

 

February 28, 2007

 

Donna Brandin

 

 

 

 

 

 

 

 

 

/s/ Ian S. Kaufman

 

 

First Vice President, Controller and Chief Accounting Officer

 

February 28, 2007

 

Ian S. Kaufman

 

 

 

 

 

 

 

 

 

/s/ John W. Alexander

 

 

Trustee

 

February 22, 2007

 

John W. Alexander

 

 

 

 

 

 

 

 

 

/s/ Charles L. Atwood

 

 

Trustee

 

February 19, 2007

 

Charles L. Atwood

 

 

 

 

 

53



 

SIGNATURES - CONTINUED

 

/s/ Stephen O. Evans

 

 

Trustee

 

February 21, 2007

 

Stephen O. Evans

 

 

 

 

 

 

 

 

 

/s/ James D. Harper, Jr.

 

 

Trustee

 

February 19, 2007

 

James D. Harper, Jr.

 

 

 

 

 

 

 

 

 

/s/ Boone A. Knox

 

 

Trustee

 

February 21, 2007

 

Boone A. Knox

 

 

 

 

 

 

 

 

 

/s/ John E. Neal

 

 

Trustee

 

February 20, 2007

 

John E. Neal

 

 

 

 

 

 

 

 

 

/s/ Desiree G. Rogers

 

 

Trustee

 

February 20, 2007

 

Desiree G. Rogers

 

 

 

 

 

 

 

 

 

/s/ Sheli Z. Rosenberg

 

 

Trustee

 

February 20, 2007

 

Sheli Z. Rosenberg

 

 

 

 

 

 

 

 

 

/s/ Gerald A. Spector

 

 

Executive Vice President, Chief Operating Officer and Trustee

 

February 26, 2007

 

Gerald A. Spector

 

 

 

 

 

 

 

 

 

/s/ B. Joseph White

 

 

Trustee

 

February 19, 2007

 

B. Joseph White

 

 

 

 

 

 

 

 

 

/s/ Samuel Zell

 

 

Chairman of the Board of Trustees

 

February 19, 2007

 

Samuel Zell

 

 

 

 

 

54



 

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

 

EQUITY RESIDENTIAL

 

 

 

PAGE

 

 

 

FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-2

 

 

 

Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting

 

F-3

 

 

 

Consolidated Balance Sheets as of
December 31, 2006 and 2005

 

F-4

 

 

 

Consolidated Statements of Operations for
the years ended December 31, 2006, 2005 and 2004

 

F-5 to F-6

 

 

 

Consolidated Statements of Cash Flows for
the years ended December 31, 2006, 2005 and 2004

 

F-7 to F-9

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity
for the years ended December 31, 2006, 2005 and 2004

 

F-10 to F-11

 

 

 

Notes to Consolidated Financial Statements

 

F-12 to F-43

 

 

 

SCHEDULE FILED AS PART OF THIS REPORT

 

 

 

 

 

Schedule III - Real Estate and Accumulated Depreciation

 

S-1 to S-11

 

All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the consolidated financial statements or notes thereto.

 



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees and Shareholders

Equity Residential

 

We have audited the accompanying consolidated balance sheets of Equity Residential (the “Company”) as of December 31, 2006 and 2005 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2006.  Our audits also included the financial statement schedule listed in the accompanying index to the financial statements and schedule.  These financial statements and schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Equity Residential at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Equity Residential’s internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2007 expressed an unqualified opinion thereon.

 

 

 

/s/ ERNST & YOUNG LLP

 

 

ERNST & YOUNG LLP

 

Chicago, Illinois

February 21, 2007

 

F-2



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
INTERNAL CONTROL OVER FINANCIAL REPORTING

 

To the Board of Trustees and Shareholders

Equity Residential

 

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting at Item 9A, that Equity Residential (the “Company”) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Criteria”).   The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, management’s assessment that Equity Residential maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO Criteria.  Also, in our opinion, Equity Residential maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the COSO Criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Equity Residential as of December 31, 2006 and 2005 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2006 and our report dated February 21, 2007, expressed an unqualified opinion thereon.

 

 

 

/s/ Ernst & Young LLP

 

 

Ernst & Young LLP

 

 

Chicago, Illinois

February 21, 2007

 

F-3



 

EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

 

 

 

December 31,
2006

 

December 31,
2005

 

ASSETS

 

 

 

 

 

Investment in real estate

 

 

 

 

 

Land

 

$

3,217,672

 

$

2,848,601

 

Depreciable property

 

13,376,359

 

13,336,636

 

Projects under development

 

386,917

 

240,980

 

Land held for development

 

254,227

 

164,153

 

Investment in real estate

 

17,235,175

 

16,590,370

 

Accumulated depreciation

 

(3,022,480

)

(2,888,140

)

Investment in real estate, net

 

14,212,695

 

13,702,230

 

 

 

 

 

 

 

Cash and cash equivalents

 

260,277

 

88,828

 

Investments in unconsolidated entities

 

4,448

 

6,838

 

Rents receivable

 

390

 

789

 

Deposits – restricted

 

391,825

 

77,093

 

Escrow deposits – mortgage

 

25,528

 

35,225

 

Deferred financing costs, net

 

43,384

 

40,636

 

Goodwill, net

 

 

30,000

 

Other assets

 

123,672

 

127,112

 

Total assets

 

$

15,062,219

 

$

14,108,751

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgage notes payable

 

$

3,178,223

 

$

3,379,289

 

Notes, net

 

4,419,433

 

3,442,784

 

Lines of credit

 

460,000

 

769,000

 

Accounts payable and accrued expenses

 

100,605

 

115,543

 

Accrued interest payable

 

91,172

 

78,441

 

Rents received in advance and other liabilities

 

307,651

 

305,536

 

Security deposits

 

58,072

 

54,823

 

Distributions payable

 

151,382

 

145,812

 

Total liabilities

 

8,766,538

 

8,291,228

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Minority Interests:

 

 

 

 

 

Operating Partnership

 

372,961

 

345,034

 

Preference Interests and Units

 

11,684

 

60,184

 

Partially Owned Properties

 

26,814

 

16,965

 

Total Minority Interests

 

411,459

 

422,183

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 2,762,950 shares issued and outstanding as of December 31, 2006 and 3,323,830 shares issued and outstanding as of December 31, 2005

 

386,574

 

504,096

 

Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 293,551,633 shares issued and outstanding as of December 31, 2006 and 289,536,344 shares issued and outstanding as of December 31, 2005

 

2,936

 

2,895

 

Paid in capital

 

5,349,194

 

5,253,188

 

Retained earnings (deficit)

 

159,528

 

(350,367

)

Accumulated other comprehensive loss

 

(14,010

)

(14,472

)

Total shareholders’ equity

 

5,884,222

 

5,395,340

 

Total liabilities and shareholders’ equity

 

$

15,062,219

 

$

14,108,751

 

 

See accompanying notes

 

F-4



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except per share data)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

REVENUES

 

 

 

 

 

 

 

Rental income

 

$

1,981,335

 

$

1,672,418

 

$

1,483,184

 

Fee and asset management

 

9,101

 

10,240

 

10,743

 

Total revenues

 

1,990,436

 

1,682,658

 

1,493,927

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

Property and maintenance

 

527,154

 

451,245

 

392,295

 

Real estate taxes and insurance

 

199,582

 

191,679

 

175,605

 

Property management

 

96,417

 

87,103

 

76,898

 

Fee and asset management

 

8,934

 

8,555

 

7,572

 

Depreciation

 

562,739

 

439,594

 

380,673

 

General and administrative

 

48,465

 

70,405

 

47,128

 

Impairment

 

34,002

 

613

 

1,538

 

Total expenses

 

1,477,293

 

1,249,194

 

1,081,709

 

 

 

 

 

 

 

 

 

Operating income

 

513,143

 

433,464

 

412,218

 

 

 

 

 

 

 

 

 

Interest and other income

 

31,131

 

68,399

 

8,765

 

Interest:

 

 

 

 

 

 

 

Expense incurred, net

 

(427,952

)

(362,347

)

(307,697

)

Amortization of deferred financing costs

 

(8,302

)

(6,503

)

(5,814

)

 

 

 

 

 

 

 

 

Income before allocation to Minority Interests, (loss) income from investments in unconsolidated entities, net gain on sales of unconsolidated entities and land parcels and discontinued operations

 

108,020

 

133,013

 

107,472

 

Allocation to Minority Interests:

 

 

 

 

 

 

 

Operating Partnership, net

 

(4,201

)

(6,796

)

(2,624

)

Preference Interests and Units

 

(2,002

)

(7,606

)

(19,490

)

Partially Owned Properties

 

(3,132

)

801

 

1,787

 

Premium on redemption of Preference Interests

 

(684

)

(4,134

)

(1,117

)

(Loss) income from investments in unconsolidated entities

 

(631

)

470

 

(7,325

)

Net gain on sales of unconsolidated entities

 

370

 

1,330

 

4,593

 

Net gain on sales of land parcels

 

2,792

 

30,245

 

5,482

 

Income from continuing operations, net of minority interests

 

100,532

 

147,323

 

88,778

 

Discontinued operations, net of minority interests

 

972,312

 

714,470

 

383,551

 

Net income

 

1,072,844

 

861,793

 

472,329

 

Preferred distributions

 

(37,113

)

(49,642

)

(53,746

)

Premium on redemption of Preferred Shares

 

(3,965

)

(4,359

)

 

Net income available to Common Shares

 

$

1,031,766

 

$

807,792

 

$

418,583

 

 

 

 

 

 

 

 

 

Earnings per share - basic:

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.21

 

$

0.33

 

$

0.13

 

Net income available to Common Shares

 

$

3.56

 

$

2.83

 

$

1.50

 

Weighted average Common Shares outstanding

 

290,019

 

285,760

 

279,744

 

 

 

 

 

 

 

 

 

Earnings per share - diluted:

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.20

 

$

0.32

 

$

0.12

 

Net income available to Common Shares

 

$

3.50

 

$

2.79

 

$

1.48

 

Weighted average Common Shares outstanding

 

315,579

 

310,785

 

303,871

 

 

 

 

 

 

 

 

 

Distributions declared per Common Share outstanding

 

$

1.79

 

$

1.74

 

$

1.73

 

 

See accompanying notes

 

F-5



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(Amounts in thousands except per share data)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,072,844

 

$

861,793

 

$

472,329

 

Other comprehensive income (loss) – derivative and other instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding (losses) gains arising during the year

 

(1,785

)

4,357

 

(3,707

)

Equity in unrealized holding gains arising during the year – unconsolidated entities

 

 

 

3,667

 

Losses reclassified into earnings from other comprehensive income

 

2,247

 

2,541

 

2,071

 

Comprehensive income

 

$

1,073,306

 

$

868,691

 

$

474,360

 

 

See accompanying notes

 

F-6



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

 

$

1,072,844

 

$

861,793

 

$

472,329

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Allocation to Minority Interests:

 

 

 

 

 

 

 

Operating Partnership

 

72,574

 

58,514

 

31,228

 

Preference Interests and Units

 

2,002

 

7,606

 

19,490

 

Partially Owned Properties

 

3,132

 

(801

)

(1,787

)

Premium on redemption of Preference Interests

 

684

 

4,134

 

1,117

 

Depreciation

 

592,637

 

528,958

 

496,583

 

Amortization of deferred financing costs

 

9,134

 

7,166

 

7,276

 

Amortization of discounts and premiums on debt

 

(6,506

)

(3,502

)

(784

)

Amortization of deferred settlements on derivative instruments

 

841

 

1,160

 

1,001

 

Impairment

 

34,353

 

613

 

1,538

 

(Income) from technology investments

 

(4,021

)

(57,054

)

 

Loss (income) from investments in unconsolidated entities

 

631

 

(470

)

7,325

 

Distributions from unconsolidated entities – return on capital

 

171

 

 

 

Net (gain) on sales of unconsolidated entities

 

(370

)

(1,330

)

(4,593

)

Net (gain) on sales of land parcels

 

(2,792

)

(30,245

)

(5,482

)

Net (gain) on sales of discontinued operations

 

(1,016,443

)

(697,655

)

(318,443

)

Loss on debt extinguishments

 

12,171

 

10,977

 

113

 

Unrealized loss on derivative instruments

 

7

 

10

 

249

 

Compensation paid with Company Common Shares

 

22,080

 

35,905

 

16,826

 

Other operating activities, net

 

555

 

(279

)

(1,432

)

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Decrease (increase) in rents receivable

 

406

 

918

 

(628

)

Decrease (increase) in deposits – restricted

 

2,225

 

5,829

 

(6,037

)

Decrease (increase) in other assets

 

569

 

(21,553

)

(20,633

)

(Decrease) in accounts payable and accrued expenses

 

(10,797

)

(10,400

)

(8,214

)

Increase in accrued interest payable

 

17,192

 

8,171

 

9,176

 

(Decrease) increase in rents received in advance and other liabilities

 

(50,727

)

(15,203

)

8,032

 

Increase in security deposits

 

2,914

 

5,269

 

2,811

 

Net cash provided by operating activities

 

755,466

 

698,531

 

707,061

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Investment in real estate – acquisitions

 

(1,718,105

)

(2,229,881

)

(820,029

)

Investment in real estate – development/other

 

(291,338

)

(164,202

)

(107,251

)

Improvements to real estate

 

(255,180

)

(232,500

)

(212,171

)

Additions to non-real estate property

 

(10,652

)

(17,610

)

(6,552

)

Interest capitalized for real estate under development

 

(20,734

)

(13,701

)

(11,687

)

Interest capitalized for unconsolidated entities under development

 

 

 

(2,282

)

Proceeds from disposition of real estate, net

 

2,318,247

 

1,978,087

 

937,690

 

Proceeds from disposition of unconsolidated entities

 

373

 

3,533

 

7,940

 

Proceeds from technology investments

 

4,021

 

82,054

 

 

Investments in unconsolidated entities

 

(1,072

)

(1,480

)

(406,524

)

Distributions from unconsolidated entities – return of capital

 

92

 

3,194

 

26,553

 

(Increase) decrease in deposits on real estate acquisitions, net

 

(296,589

)

(706

)

58,715

 

Decrease in mortgage deposits

 

10,098

 

683

 

9,144

 

 

See accompanying notes

 

F-7



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

CASH FLOWS FROM INVESTING ACTIVITIES (continued):

 

 

 

 

 

 

 

Consolidation of previously Unconsolidated Properties:

 

 

 

 

 

 

 

Via acquisition (net of cash acquired)

 

$

 

$

(62

)

$

(49,183

)

Via EITF 04-5/FIN 46 (cash consolidated)

 

1,436

 

 

3,628

 

Acquisition of Minority Interests – Partially Owned Properties

 

(71

)

(1,989

)

(72

)

Other investing activities, net

 

2

 

2,379

 

16,802

 

Net cash (used for) investing activities

 

(259,472

)

(592,201

)

(555,279

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Loan and bond acquisition costs

 

(11,662

)

(12,816

)

(9,696

)

Mortgage notes payable:

 

 

 

 

 

 

 

Proceeds

 

267,045

 

280,125

 

467,541

 

Restricted cash

 

(20,193

)

 

 

Lump sum payoffs

 

(466,035

)

(442,786

)

(469,333

)

Scheduled principal repayments

 

(26,967

)

(27,607

)

(25,607

)

Prepayment premiums/fees

 

(12,171

)

(10,977

)

(450

)

Notes, net:

 

 

 

 

 

 

 

Proceeds

 

1,039,927

 

499,435

 

898,014

 

Lump sum payoffs

 

(60,000

)

(190,000

)

(531,390

)

Scheduled principal repayments

 

(4,286

)

(4,286

)

(4,286

)

Lines of credit:

 

 

 

 

 

 

 

Proceeds

 

6,417,500

 

6,291,300

 

1,742,000

 

Repayments

 

(6,726,500

)

(5,672,300

)

(1,602,000

)

Proceeds from (payments on) settlement of derivative instruments

 

10,722

 

(7,823

)

(7,346

)

Proceeds from sale of Common Shares

 

7,972

 

8,285

 

6,853

 

Proceeds from exercise of options

 

69,726

 

54,858

 

79,043

 

Common Shares repurchased and retired

 

(83,230

)

 

 

Redemption of Preferred Shares

 

(115,000

)

(125,000

)

 

Redemption of Preference Interests

 

(25,500

)

(146,000

)

(40,000

)

Premium on redemption of Preferred Shares

 

(27

)

(43

)

 

Premium on redemption of Preference Interests

 

(10

)

(322

)

 

Payment of offering costs

 

(125

)

(26

)

(24

)

Contributions – Minority Interests – Partially Owned Properties

 

9,582

 

7,439

 

100

 

Distributions:

 

 

 

 

 

 

 

Common Shares

 

(514,055

)

(496,004

)

(484,540

)

Preferred Shares

 

(39,344

)

(51,092

)

(54,350

)

Preference Interests and Units

 

(2,054

)

(7,778

)

(19,612

)

Minority Interests – Operating Partnership

 

(36,202

)

(35,833

)

(36,446

)

Minority Interests – Partially Owned Properties

 

(3,658

)

(11,756

)

(26,327

)

Net cash (used for) financing activities

 

(324,545

)

(101,007

)

(117,856

)

Net increase in cash and cash equivalents Nts

 

171,449

 

5,323

 

33,926

 

Cash and cash equivalents, beginning of year

 

88,828

 

83,505

 

49,579

 

Cash and cash equivalents, end of year

 

$

260,277

 

$

88,828

 

$

83,505

 

 

See accompanying notes

 

F-8



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

Cash paid during the year for interest

 

$

465,388

 

$

397,886

 

$

348,574

 

 

 

 

 

 

 

 

 

Cash paid during the year for income, franchise and excise taxes

 

$

11,750

 

$

11,605

 

$

2,991

 

 

 

 

 

 

 

 

 

Real estate acquisitions/dispositions/other:

 

 

 

 

 

 

 

Mortgage loans assumed

 

$

126,988

 

$

443,478

 

$

95,901

 

Valuation of OP Units issued

 

$

49,591

 

$

33,662

 

$

9,087

 

Mortgage loans (assumed) by purchaser

 

$

(117,949

)

$

(35,031

)

$

(29,470

)

 

 

 

 

 

 

 

 

Consolidation of previously Unconsolidated Properties – Via acquisition:

 

 

 

 

 

 

 

Investment in real estate

 

$

 

$

(5,608

)

$

(960,331

)

Mortgage loans assumed

 

$

 

$

2,839

 

$

274,818

 

Minority Interests – Partially Owned Properties

 

$

 

$

59

 

$

445

 

Investments in unconsolidated entities

 

$

 

$

1,176

 

$

608,681

 

Net other liabilities recorded

 

$

 

$

1,472

 

$

27,204

 

 

 

 

 

 

 

 

 

Consolidation of previously Unconsolidated Properties –
Via EITF 04-5/FIN 46:

 

 

 

 

 

 

 

Investment in real estate, net

 

$

(24,637

)

$

 

$

(548,342

)

Mortgage loans consolidated

 

$

22,545

 

$

 

$

294,722

 

Minority Interests – Partially Owned Properties

 

$

 

$

 

$

3,074

 

Investments in unconsolidated entities

 

$

2,602

 

$

 

$

234,984

 

Net other liabilities recorded

 

$

926

 

$

 

$

19,190

 

 

 

 

 

 

 

 

 

Refinancing of mortgage notes payable into notes, net

 

$

 

$

 

$

130,000

 

 

See accompanying notes

 

F-9



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amounts in thousands)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

PREFERRED SHARES

 

 

 

 

 

 

 

Balance, beginning of year

 

$

504,096

 

$

636,216

 

$

670,913

 

Redemption of 9 1/8% Series B Cumulative Redeemable

 

 

(125,000

)

 

Redemption of 9 1/8% Series C Cumulative Redeemable

 

(115,000

)

 

 

Conversion of 7.00% Series E Cumulative Convertible

 

(2,357

)

(7,065

)

(34,519

)

Conversion of 7.00% Series H Cumulative Convertible

 

(165

)

(55

)

(178

)

Balance, end of year

 

$

386,574

 

$

504,096

 

$

636,216

 

 

 

 

 

 

 

 

 

COMMON SHARES, $0.01 PAR VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

2,895

 

$

2,851

 

$

2,776

 

Conversion of Preferred Shares into Common Shares

 

1

 

3

 

16

 

Conversion of Preference Interests into Common Shares

 

7

 

 

 

Conversion of OP Units into Common Shares

 

17

 

11

 

17

 

Exercise of share options

 

27

 

22

 

34

 

Employee Share Purchase Plan (ESPP)

 

2

 

3

 

3

 

Share-based employee compensation expense:

 

 

 

 

 

 

 

Restricted/performance shares

 

6

 

5

 

5

 

Common Shares repurchased and retired

 

(19

)

 

 

Balance, end of year

 

$

2,936

 

$

2,895

 

$

2,851

 

 

 

 

 

 

 

 

 

PAID IN CAPITAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

5,253,188

 

$

5,112,311

 

$

4,956,712

 

Common Share Issuance:

 

 

 

 

 

 

 

Conversion of Preferred Shares into Common Shares

 

2,521

 

7,117

 

34,681

 

Conversion of Preference Interests into Common Shares

 

22,993

 

 

 

Conversion of OP Units into Common Shares

 

27,865

 

24,185

 

36,903

 

Exercise of share options

 

69,699

 

54,836

 

79,009

 

Employee Share Purchase Plan (ESPP)

 

7,970

 

8,282

 

6,850

 

Share-based employee compensation expense:

 

 

 

 

 

 

 

Performance shares

 

1,795

 

7,697

 

224

 

Restricted shares

 

14,938

 

20,032

 

8,789

 

Share options

 

5,198

 

6,562

 

2,982

 

ESPP discount

 

1,578

 

1,591

 

1,290

 

Common Shares repurchased and retired

 

(83,211

)

 

 

 

Offering costs

 

(125

)

(26

)

(24

)

Premium on redemption of Preferred Shares – original issuance costs

 

3,938

 

4,316

 

 

Premium on redemption of Preference Interests – original issuance costs

 

674

 

3,812

 

1,117

 

Supplemental Executive Retirement Plan (SERP)

 

(9,947

)

(4,177

)

(8,705

)

Adjustment for Minority Interests ownership in Operating Partnership

 

30,120

 

6,650

 

(7,517

)

Balance, end of year

 

$

5,349,194

 

$

5,253,188

 

$

5,112,311

 

 

See accompanying notes

 

F-10



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)

(Amounts in thousands)

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

DEFERRED COMPENSATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

 

$

(18

)

$

(3,554

)

Amortization to compensation expense:

 

 

 

 

 

 

 

Performance shares

 

 

 

88

 

Restricted shares

 

 

18

 

3,448

 

Balance, end of year

 

$

 

$

 

$

(18

)

 

 

 

 

 

 

 

 

RETAINED EARNINGS (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

(350,367

)

$

(657,462

)

$

(588,005

)

Net income

 

1,072,844

 

861,793

 

472,329

 

Common Share distributions

 

(521,871

)

(500,697

)

(488,040

)

Preferred Share distributions

 

(37,113

)

(49,642

)

(53,746

)

Premium on redemption of Preferred Shares – cash charge

 

(27

)

(43

)

 

Premium on redemption of Preferred Shares – original issuance costs

 

(3,938

)

(4,316

)

 

Balance, end of year

 

$

159,528

 

$

(350,367

)

$

(657,462

)

 

 

 

 

 

 

 

 

ACCUMULATED OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

(14,472

)

$

(21,370

)

$

(23,401

)

Accumulated other comprehensive income (loss) – derivative and other instruments:

 

 

 

 

 

 

 

Unrealized holding (losses) gains arising during the year

 

(1,785

)

4,357

 

(3,707

)

Equity in unrealized holding gains arising during the year – unconsolidated entities

 

 

 

3,667

 

Losses reclassified into earnings from other comprehensive income

 

2,247

 

2,541

 

2,071

 

Balance, end of year

 

$

(14,010

)

$

(14,472

)

$

(21,370

)

 

F-11



 

EQUITY RESIDENTIAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.                                      Business

 

Equity Residential (“EQR”), a Maryland real estate investment trust (“REIT”) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. EQR has elected to be taxed as a REIT.

 

EQR is the general partner of, and as of December 31, 2006 owned an approximate 93.6% ownership interest in, ERP Operating Limited Partnership, an Illinois limited partnership (the “Operating Partnership”). The Company is structured as an umbrella partnership REIT (“UPREIT”), under which all property ownership and business operations are conducted through the Operating Partnership and its subsidiaries. References to the “Company” include EQR, the Operating Partnership and those entities owned or controlled by the Operating Partnership and/or EQR.

 

As of December 31, 2006, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 617 properties in 25 states and the District of Columbia consisting of 165,716 units. The ownership breakdown includes (table does not include various uncompleted development properties):

 

 

 

Properties

 

Units

 

Wholly Owned Properties

 

546

 

146,442

 

Partially Owned Properties:

 

 

 

 

 

Consolidated

 

25

 

4,873

 

Unconsolidated

 

45

 

10,846

 

Military Housing (Fee Managed)

 

1

 

3,555

 

 

 

617

 

165,716

 

 

The “Wholly Owned Properties” are accounted for under the consolidation method of accounting. The Company beneficially owns 100% fee simple title to 545 of the 546 Wholly Owned Properties. The Company owns the building and improvements and leases the land underlying the improvements under a long-term ground lease that expires in 2026 for one property. This one property is consolidated and reflected as a real estate asset while the ground lease is accounted for as an operating lease in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 13, Accounting for Leases.

 

The “Partially Owned Properties - Consolidated” are controlled by the Company but have partners with minority interests and are accounted for under the consolidation method of accounting. The “Partially Owned Properties - Unconsolidated” are partially owned but not controlled by the Company and consist of investments in partnership interests and/or subordinated mortgages that are accounted for under the equity method of accounting. The “Military Housing (Fee Managed)” property consists of an investment in a limited liability company that, as a result of the terms of the operating agreement, is accounted for as a management contract right with all fees recognized as fee and asset management revenue.

 

2.             Summary of Significant Accounting Policies

 

Basis of Presentation

 

Due to the Company’s ability as general partner to control either through ownership or by contract the Operating Partnership and its subsidiaries, other than entities that own controlling interests in the

 

F-12



 

Partially Owned Properties - Unconsolidated and certain other entities in which the Company has investments, the Operating Partnership and each such subsidiary has been consolidated with the Company for financial reporting purposes. Effective March 31, 2004, the consolidated financial statements also include all variable interest entities for which the Company is the primary beneficiary.

 

The Company’s mergers and acquisitions were accounted for as purchases in accordance with either Accounting Principles Board (“APB”) Opinion No. 16, Business Combinations, or SFAS No. 141, Business Combinations. SFAS No. 141 requires all business combinations initiated after June 30, 2001 be accounted for under the purchase method of accounting. The fair value of the consideration given by the Company in the mergers were used as the valuation basis for each of the combinations. The accompanying consolidated statements of operations and cash flows include the results of the properties purchased through the mergers and through acquisitions from their respective closing dates.

 

Real Estate Assets and Depreciation of Investment in Real Estate

 

The Company allocates the purchase price of properties to net tangible and identified intangible assets acquired based on their fair values in accordance with the provisions of SFAS No. 141. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio, and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Company allocates the purchase price of acquired real estate to various components as follows:

 

                  Land – Based on actual purchase price if acquired separately or market research/comparables if acquired with an operating property.

                  Furniture, Fixtures and Equipment – Ranges between $8,000 and $13,000 per apartment unit acquired as an estimate of the fair value of the appliances & fixtures inside a unit. The per-unit amount applied depends on the type of apartment building acquired. Depreciation is calculated on the straight-line method over an estimated useful life of five years.

                  In-Place Leases – The Company considers the value of acquired in-place leases that meet the definition outlined in SFAS No. 141, paragraph 37. The amortization period is the average remaining term of each respective in-place acquired lease.

                  Other Intangible Assets – The Company considers whether it has acquired other intangible assets that meet the definition outlined in SFAS No. 141, paragraph 39, including any customer relationship intangibles. The amortization period is the estimated useful life of the acquired intangible asset.

                  Building – Based on the fair value determined on an “as-if vacant” basis. Depreciation is calculated on the straight-line method over an estimated useful life of thirty years.

 

Replacements inside a unit such as appliances and carpeting are depreciated over a five-year estimated useful life. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve and/or extend the useful life of the asset are capitalized over their estimated useful life, generally five to ten years. Initial direct leasing costs are expensed as incurred as such expense approximates the deferral and amortization of initial direct leasing costs over the lease terms. Property sales or dispositions are recorded when title transfers to unrelated third parties, contingencies have been removed and sufficient cash consideration has been received by the Company. Upon disposition, the related costs and accumulated depreciation are removed from the respective accounts. Any gain or loss on sale is recognized in accordance with accounting principles generally accepted in the United States.

 

The Company classifies real estate assets as real estate held for disposition when it is certain a property will be disposed of in accordance with SFAS No. 144 (see further discussion below).

 

F-13



 

The Company classifies properties under development and/or expansion and properties in the lease up phase (including land) as construction in progress until construction has been completed and all certificates of occupancy permits have been obtained.

 

Impairment of Long-Lived Assets, Including Goodwill

 

In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 prohibits the amortization of goodwill and requires that goodwill be reviewed for impairment at least annually. In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS Nos. 142 and 144 were effective for fiscal years beginning after December 15, 2001. The Company adopted these standards effective January 1, 2002. See Notes 13 and 19 for further discussion.

 

The Company periodically evaluates its long-lived assets, including its investments in real estate and goodwill, for indicators of permanent impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each asset and legal and environmental concerns. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.

 

For long-lived assets to be held and used, the Company compares the expected future undiscounted cash flows for the long-lived asset against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company further analyzes each individual asset for other temporary or permanent indicators of impairment. An impairment loss would be recorded for the difference between the estimated fair value and the carrying amount of the asset if the Company deems this difference to be permanent.

 

For long-lived assets to be disposed of, an impairment loss is recognized when the estimated fair value of the asset, less the estimated cost to sell, is less than the carrying amount of the asset measured at the time that the Company has determined it will sell the asset. Long-lived assets held for disposition and the related liabilities are separately reported at the lower of their carrying amounts or their estimated fair values, less their costs to sell, and are not depreciated after reclassification to real estate held for disposition.

 

Cost Capitalization

 

See the Real Estate Assets and Depreciation of Investment in Real Estate section for discussion of the policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. In addition, the Company capitalizes the payroll and associated costs of employees directly responsible for and who spend all of their time on the supervision of major capital and/or renovation projects. These costs are reflected on the balance sheet as an increase to depreciable property.

 

The Company follows the guidance in SFAS No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, for all development projects and uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Company capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend all of their time on development activities, with capitalization ceasing no later than 90 days following issuance of the certificate of occupancy. These costs are reflected on the balance sheet as construction in progress for each specific property. The Company expenses as incurred all payroll costs of on-site employees working directly at our properties, except as noted above on our development properties prior to certificate of occupancy issuance and on specific major renovation at selected properties when additional incremental employees are hired.

 

F-14



 

Cash and Cash Equivalents

 

The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions typically exceed the Federal Depository Insurance Corporation (“FDIC”) insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant, as the Company does not anticipate the financial institutions’ non-performance.

 

Deferred Financing Costs

 

Deferred financing costs include fees and costs incurred to obtain the Company’s lines of credit and long-term financings. These costs are amortized over the terms of the related debt. Unamortized financing costs are written-off when debt is retired before the maturity date. The accumulated amortization of such deferred financing costs was $24.5 million and $18.3 million at December 31, 2006 and 2005, respectively.

 

Fair Value of Financial Instruments, Including Derivative Instruments

 

The valuation of financial instruments under SFAS No. 107, Disclosures about Fair Value of Financial Instruments, and SFAS No. 133 and its amendments (SFAS Nos. 137/138/149), Accounting for Derivative Instruments and Hedging Activities, requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

 

In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company limits these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.

 

The Company has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.

 

On January 1, 2001, the Company adopted SFAS No. 133 and its amendments (SFAS Nos. 137/138/149), which requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either shareholders’ equity or net income depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity. When the terms of an underlying transaction are modified, or when the underlying transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the instrument matures. Any derivative instrument used for risk management that does not meet the hedging criteria of SFAS No. 133 is marked-to-market each period. The Company does not use derivatives for trading or speculative purposes.

 

The fair value of the Company’s mortgage notes payable and unsecured notes were approximately $3.2 billion and $4.5 billion, respectively, at December 31, 2006. The fair values of the Company’s financial instruments, other than mortgage notes payable, unsecured notes and derivative instruments, including cash and cash equivalents, lines of credit and other financial instruments, approximate their carrying or contract values. See Note 11 for further discussion of derivative instruments.

 

F-15



 

Revenue Recognition

 

Rental income attributable to leases is recorded when due from residents and is recognized monthly as it is earned, which is not materially different than on a straight-line basis. Leases entered into between a resident and a property, for the rental of an apartment unit, are generally year-to-year, renewable upon consent of both parties on an annual or monthly basis. Fee and asset management revenue and interest income are recorded on an accrual basis.

 

Share-Based Compensation

 

The Company adopted SFAS No. 123(R), Share-Based Payment, as required effective January 1, 2006. SFAS No. 123(R) requires all companies to expense share-based compensation (such as share options), as well as making other revisions to SFAS No. 123. As the Company began expensing all share-based compensation effective January 1, 2003, the adoption of SFAS No. 123(R) did not have a material effect on its consolidated statements of operations or financial position.

 

The cost related to share-based employee compensation included in the determination of net income for the years ended December 31, 2006 and 2005 is equal to that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. The cost related to share-based employee compensation included in the determination of net income for the year ended December 31, 2004 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards for the year ended December 31, 2004 (amounts in thousands except per share amounts):

 

 

 

Year Ended
December 31, 2004

 

Net income available to Common Shares – as reported

 

$

418,583

 

Add: Share-based employee compensation expense included in reported net income:

 

 

 

Performance shares

 

312

 

Restricted shares

 

12,242

 

Share options

 

2,982

 

ESPP discount

 

1,290

 

Deduct: Share-based employee compensation expense determined under fair value based method for all awards:

 

 

 

Performance shares

 

(312

)

Restricted shares

 

(12,242

)

Share options

 

(5,385

)

ESPP discount

 

(1,290

)

Net income available to Common Shares – pro forma

 

$

416,180

 

Earnings per share:

 

 

 

Basic – as reported

 

$

1.50

 

Basic – pro forma

 

$

1.49

 

 

 

 

 

Diluted – as reported

 

$

1.48

 

Diluted – pro forma

 

$

1.47

 

 

The fair value of the option grants as computed under SFAS No. 123 would be recognized over the vesting period of the options. The fair value for the Company’s share options was estimated at the time the share options were granted using the Black-Scholes option pricing model with the following weighted-average assumptions:

 

F-16



 

 

 

2006

 

2005

 

2004

 

Expected volatility

 

19.1

%

18.2

%

20.0

%

Expected life

 

6 years

 

6 years

 

5 years

 

Expected dividend yield

 

6.04

%

6.37

%

6.52

%

Risk-free interest rate

 

4.52

%

3.81

%

3.03

%

Option valuation per share

 

$

4.22

 

$

2.64

 

$

2.26

 

 

The valuation method and assumptions are the same as those the Company used in accounting for option expense in its consolidated financial statements. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. This model is only one method of valuing options and the Company’s use of this model should not be interpreted as an endorsement of its accuracy. Because the Company’s share options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its share options and the actual value of the options may be significantly different.

 

Income Taxes

 

Due to the structure of the Company as a REIT and the nature of the operations of its operating properties, no provision for federal income taxes has been made at the EQR 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, primarily those entities engaged in condominium conversion and sale activities and as a result, these entities incurred federal and state income taxes.

 

The Company provided for current income, franchise and excise taxes allocated as follows in the consolidated statements of operations for the years ended December 31, 2006, 2005 and 2004 (amounts in thousands):

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

General and administrative (1)

 

$

4,263

 

$

3,949

 

$

2,432

 

Discontinued operations, net of minority interests (2)

 

3,630

 

9,604

 

917

 

 

 

 

 

 

 

 

 

Provision for income, franchise and excise taxes

 

$

7,893

 

$

13,553

 

$

3,349

 

 


(1)          Primarily includes state and local income, excise and franchise taxes. In 2006, also includes $2.9 million of federal income taxes related to a forfeited deposit on a terminated sale transaction and included in income from continuing operations. In 2005, also includes $2.0 million of federal income taxes related to the sale of land parcels owned by a TRS and included in income from continuing operations.

(2)          Primarily represents federal income taxes incurred on the gains on sales of condominium units owned by a TRS and included in discontinued operations. Also represents state and local income, excise and franchise taxes on operating properties sold and included in discontinued operations.

 

The Company utilized approximately $43.9 million of net operating losses (“NOL”) during the year ended December 31, 2005 and had no NOL carryforwards available as of January 1, 2007 or 2006.

 

During the years ended December 31, 2006, 2005 and 2004, the Company’s tax treatment of dividends and distributions were as follows:

 

F-17



 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

Tax treatment of dividends and distributions:

 

 

 

 

 

 

 

Ordinary dividends

 

$

1.276

 

$

0.902

 

$

1.104

 

Qualified dividends

 

0.090

 

0.070

 

0.003

 

Long-term capital gain

 

0.330

 

0.669

 

0.432

 

Unrecaptured section 1250 gain

 

0.094

 

0.099

 

0.151

 

Nontaxable distributions

 

 

 

0.040

 

Dividends and distributions declared per Common Share outstanding

 

$

1.790

 

$

1.740

 

$

1.730

 

 

The aggregate cost of land and depreciable property for federal income tax purposes as of December 31, 2006 and 2005 was approximately $10.2 billion and $9.4 billion, respectively.

 

Minority Interests

 

Operating Partnership:  Net income is allocated to minority interests based on their respective ownership percentage of the Operating Partnership. The ownership percentage is calculated by dividing the number of units of limited partnership interest (“OP Units”) held by the minority interests by the total OP Units held by the minority interests and EQR. Issuance of additional common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), and OP Units changes the ownership interests of both the minority interests and EQR. Such transactions and the related proceeds are treated as capital transactions.

 

Partially Owned Properties:  The Company reflects minority interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Company that are not wholly owned by the Company. The earnings or losses from those properties attributable to the minority interests are reflected as minority interests in partially owned properties in the consolidated statements of operations.

 

Use of Estimates

 

In preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

 

Reclassifications

 

Certain reclassifications considered necessary for a fair presentation have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications have not changed the results of operations or shareholders’ equity.

 

Other

 

The Company adopted FASB Interpretation (“FIN”) No. 46, Consolidation of Variable Interest Entities, as required, effective March 31, 2004. The adoption required the consolidation of all previously unconsolidated development projects. FIN No. 46 requires the Company to consolidate the assets, liabilities and results of operations of the activities of a variable interest entity, which for the Company includes only its development partnerships, if the Company is entitled to receive a majority of the entity’s residual returns and/or is subject to a majority of the risk of loss from such entity’s activities. Due to the March 31, 2004 effective date, the Company has only consolidated the results of operations beginning April 1, 2004. The adoption of FIN No. 46 did not have any effect on net income as the aggregate results of operations of these development properties were previously included in (loss) income from

 

F-18



 

investments in unconsolidated entities.

 

The Company adopted the disclosure provisions of SFAS No. 150 and FSP No. FAS 150-3, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, effective December 31, 2003. SFAS No. 150 and FSP No. FAS 150-3 require the Company to make certain disclosures regarding noncontrolling interests that are classified as equity in the financial statements of a subsidiary but would be classified as a liability in the parent’s financial statements under SFAS No. 150 (e.g., minority interests in consolidated limited-life subsidiaries). The Company is presently the controlling partner in various consolidated partnerships consisting of 25 properties and 4,873 units and various uncompleted development properties having a minority interest book value of $26.8 million at December 31, 2006. Some of these partnerships contain provisions that require the partnerships to be liquidated through the sale of its assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute proceeds of liquidation to the Minority Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of its assets warrant a distribution based on the partnership agreements. As of December 31, 2006, the Company estimates the value of Minority Interest distributions would have been approximately $106.7 million (“Settlement Value”) had the partnerships been liquidated. This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on December 31, 2006 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Minority Interests in the Company’s Partially Owned Properties is subject to change. To the extent that the partnerships’ underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Minority Interests in Partially Owned Properties.

 

The Company adopted EITF Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (Issue “04-5”), effective January 1, 2006. Issue 04-5 provides guidance in determining whether a general partner controls a limited partnership. The Company consolidated its Lexford syndicated portfolio consisting of 20 separate partnerships (10 properties) containing 1,272 units, all of which were sold October 5, 2006. The adoption did not have a material effect on the results of operations or financial position. See Note 4 for further discussion of the adoption of EITF Issue No. 04-5.

 

In March 2005, the FASB issued FIN No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of SFAS No. 143, Asset Retirement Obligations. A conditional asset retirement obligation refers to a legal obligation to retire assets where the timing and/or method of settlement are conditioned on future events. FIN No. 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. The Company adopted the provisions of FIN No. 47 for the year ended December 31, 2005. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

In July 2006, the FASB ratified the consensus in FIN No. 48, Accounting for Uncertainty in Income Taxes. FIN No. 48 creates a single model to address uncertainty in income tax positions and prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition and, clearly scopes income taxes out of SFAS No. 5, Accounting for Contingencies. The Company will adopt FIN No. 48 as required effective January 1, 2007. While still under review, based on analyses completed and knowledge of the Company’s tax positions to date, adoption of FIN No. 48 is not expected to have a material effect on the consolidated results of operations or financial position.

 

F-19



 

3.                                      Shareholders’ Equity and Minority Interests

 

The following tables present the changes in the Company’s issued and outstanding Common Shares and OP Units for the years ended December 31, 2006, 2005 and 2004:

 

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Common Shares outstanding at January 1,

 

289,536,344

 

285,076,915

 

277,643,885

 

 

 

 

 

 

 

 

 

Common Shares Issued:

 

 

 

 

 

 

 

Conversion of Series E Preferred Shares

 

104,904

 

314,485

 

1,536,501

 

Conversion of Series H Preferred Shares

 

9,554

 

3,182

 

10,268

 

Conversion of Series H and I Preference Interests

 

679,686

 

 

 

Conversion of OP Units

 

1,653,988

 

1,085,446

 

1,744,463

 

Exercise of options

 

2,647,776

 

2,248,744

 

3,350,759

 

Employee Share Purchase Plan

 

213,427

 

286,751

 

275,616

 

Dividend Reinvestment – DRIP Plan

 

169

 

 

 

Restricted share grants, net

 

603,697

 

520,821

 

515,622

 

 

 

 

 

 

 

 

 

Common Shares Other:

 

 

 

 

 

 

 

Repurchased and retired

 

(1,897,912

)

 

 

Other

 

 

 

(199

)

Common Shares outstanding at December 31,

 

293,551,633

 

289,536,344

 

285,076,915

 

 

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

OP Units outstanding at January 1,

 

20,424,245

 

20,552,940

 

21,907,732

 

 

 

 

 

 

 

 

 

OP Units Issued:

 

 

 

 

 

 

 

Acquisitions/consolidations

 

1,144,326

 

956,751

 

306,694

 

Conversion of Series A Junior Preference Units

 

 

 

82,977

 

Conversion of OP Units to Common Shares

 

(1,653,988

)

(1,085,446

)

(1,744,463

)

OP Units Outstanding at December 31,

 

19,914,583

 

20,424,245

 

20,552,940

 

Total Common Shares and OP Units Outstanding at December 31,

 

313,466,216

 

309,960,589

 

305,629,855

 

OP Units Ownership Interest in Operating Partnership

 

6.4

%

6.6

%

6.7

%

 

 

 

 

 

 

 

 

OP Units Issued:

 

 

 

 

 

 

 

Acquisitions/consolidations – per unit

 

$

43.34

 

$

35.18

 

$

29.63

 

Acquisitions/consolidations – valuation

 

$

49.6 million

 

$

33.7 million

 

$

9.1 million

 

Conversion of Series A Junior Preference Units – per unit

 

 

 

$

24.50

 

Conversion of Series A Junior Preference Units – valuation

 

 

 

$

2.0 million

 

 

In February 1998, the Company filed and the SEC declared effective a Form S-3 Registration Statement to register $1.0 billion of equity securities. In addition, the Company carried over $272.4 million related to a prior registration statement. As of February 7, 2007, $956.5 million in equity securities remained available for issuance under this registration statement.

 

During the year ended December 31, 2006, the Company repurchased 1,897,912 of its Common Shares on the open market at an average price of $43.85 per share. The Company paid approximately $83.2 million for these shares, which were retired subsequent to the repurchase.

 

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 “Minority Interests – Operating Partnership”. Subject to certain restrictions, the Minority Interests – Operating Partnership may exchange their OP Units for EQR Common Shares on a one-for-one basis.

 

Net proceeds from the Company’s Common Share and Preferred Share (see definition below) offerings are contributed by the Company to the Operating Partnership. In return for those contributions,

 

F-20



 

EQR receives a number of OP Units in the Operating Partnership 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 the Operating Partnership equal in number and having the same terms as the Preferred Shares issued in the equity offering). As a result, the net offering proceeds from Common Shares and Preferred Shares are allocated between shareholders’ equity and Minority Interests – Operating Partnership to account for the change in their respective percentage ownership of the underlying equity of the Operating Partnership.

 

The Company’s declaration of trust authorizes the Company to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (the “Preferred Shares”), with specific rights, preferences and other attributes as the Board of Trustees may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company’s Common Shares.

 

The following table presents the Company’s issued and outstanding Preferred Shares as of December 31, 2006 and 2005:

 

 

 

 

 

 

 

Annual
Dividend

 

Amounts in thousands

 

 

 

Redemption
Date (1) (2)

 

Conversion
Rate (2)

 

per Share
(3)

 

December
31, 2006

 

December
31, 2005

 

Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9 1/8% Series C Cumulative Redeemable Preferred; liquidation value $250 per share; 0 and 460,000 shares issued and outstanding at December 31, 2006 and December 31, 2005, respectively

 

9/9/06

 

N/A

 

 

(5)

$

 

$

115,000

 

 

 

 

 

 

 

 

 

 

 

 

 

8.60% Series D Cumulative Redeemable Preferred; liquidation value $250 per share; 700,000 shares issued and outstanding at December 31, 2006 and December 31, 2005 (4)

 

7/15/07

 

N/A

 

$

21.50

 

175,000

 

175,000

 

 

 

 

 

 

 

 

 

 

 

 

 

7.00% Series E Cumulative Convertible Preferred; liquidation value $25 per share; 434,816 and 529,096 shares issued and outstanding at December 31, 2006 and December 31, 2005, respectively

 

11/1/98

 

1.1128

 

$

1.75

 

10,871

 

13,228

 

 

 

 

 

 

 

 

 

 

 

 

 

7.00% Series H Cumulative Convertible Preferred; liquidation value $25 per share; 28,134 and 34,734 shares issued and outstanding at December 31, 2006 and December 31, 2005, respectively

 

6/30/98

 

1.4480

 

$

1.75

 

703

 

868

 

 

 

 

 

 

 

 

 

 

 

 

 

8.29% Series K Cumulative Redeemable Preferred; liquidation value $50 per share; 1,000,000 shares issued and outstanding at December 31, 2006 and December 31, 2005

 

12/10/26

 

N/A

 

$

4.145

 

50,000

 

50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

6.48% Series N Cumulative Redeemable Preferred; liquidation value $250 per share; 600,000 shares issued and outstanding at December 31, 2006 and December 31, 2005 (4)

 

6/19/08

 

N/A

 

$

16.20

 

150,000

 

150,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

386,574

 

$

504,096

 

 


(1)          On or after the redemption date, redeemable preferred shares (Series D, K and N) may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.

 

(2)          On or after the redemption date, convertible preferred shares (Series E & H) may be redeemed under certain circumstances at the option of the Company for cash (in the case of Series E) or Common Shares (in the case of Series H), in whole or in part, at various redemption prices per share based upon the contractual conversion rate, plus accrued and unpaid distributions, if any.

 

F-21



 

(3)          Dividends on all series of Preferred Shares are payable quarterly at various pay dates. Dividend rates listed for Series D and N are Preferred Share rates and the equivalent Depositary Share annual dividends are $2.15 and $1.62 per share, respectively.

 

(4)          Series D and N Preferred Shares each have a corresponding depositary share that consists of ten times the number of shares and one-tenth the liquidation value and dividend per share.

 

(5)          On August 9, 2006, the Company issued an irrevocable notice to redeem for cash on September 11, 2006 all 460,000 shares of its 9 1/8% Series C Preferred Shares. The Company recorded approximately $4.0 million as a premium on redemption of Preferred Shares in the accompanying consolidated statements of operations.

 

During the year ended December 31, 2005, the Company redeemed for cash all 500,000 shares of its Series B Preferred Shares with a liquidation value of $125.0 million. Additionally, the Company recorded the write-off of approximately $4.3 million in original issuance costs as a premium on redemption of Preferred Shares in the accompanying consolidated statements of operations.

 

The following table presents the issued and outstanding Preference Interests as of December 31, 2006 and December 31, 2005:

 

 

 

 

 

 

 

Annual
Dividend

 

Amounts in thousands

 

 

 

Redemption
Date (1)(2)

 

Conversion
Rate (2)

 

per Unit
(3)

 

December
31, 2006

 

December
31, 2005

 

Preference Interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.875% Series G Cumulative Redeemable Preference Units; liquidation value $50 per unit; 0 and 510,000 units issued and outstanding at December 31, 2006 and December 31, 2005, respectively

 

03/21/06

 

N/A

 

 

(4)

$

 

$

25,500

 

 

 

 

 

 

 

 

 

 

 

 

 

7.625% Series H Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 0 and 190,000 units issued and outstanding at December 31, 2006 and December 31, 2005, respectively

 

03/23/06

 

1.5108

 

 

(5)

 

9,500

 

 

 

 

 

 

 

 

 

 

 

 

 

7.625% Series I Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 0 and 270,000 units issued and outstanding at December 31, 2006 and December 31, 2005, respectively

 

06/22/06

 

1.4542

 

 

(6)

 

13,500

 

 

 

 

 

 

 

 

 

 

 

 

 

7.625% Series J Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 230,000 units issued and outstanding at December 31, 2006 and December 31, 2005

 

12/14/06

 

1.4108

 

$

3.8125

 

11,500

 

11,500

 

 

 

 

 

 

 

 

 

$

11,500

 

$

60,000

 

 


(1)          On or after the fifth anniversary of the respective issuance (the “Redemption Date”), all of the Preference Interests may be redeemed for cash at the option of the Company, in whole or in part, at any time or from time to time, at a redemption price equal to the liquidation preference of $50.00 per unit plus the cumulative amount of accrued and unpaid distributions, if any.

 

(2)          On or after the tenth anniversary of the respective issuance (the “Conversion Date”), all of the Preference Interests are exchangeable at the option of the holder (in whole but not in part) on a one-for-one basis for a respective reserved series of EQR Preferred Shares. In addition, on or after the Conversion Date, the convertible Preference Interests may be converted under certain circumstances at the option of the holder (in whole but not in part) to Common Shares based upon the contractual conversion rate, plus accrued and unpaid distributions, if any. Prior to the Conversion Date, the convertible Preference Interests may be converted under certain circumstances at the option of the holder (in whole but not in part) to Common Shares based upon the contractual conversion rate, plus accrued and unpaid distributions, if any, if the issuer has called the series for redemption (the “Accelerated Conversion Right”).

 

(3)          Dividends on all series of Preference Interests are payable quarterly on March 25th, June 25th, September 25th, and December 25th of each year.

 

(4)          On February 15, 2006, the Company issued an irrevocable notice to redeem for cash on March 21, 2006 all 510,000 units of its 7.875% Series G Preference Interests with a liquidation value of $25.5 million. The company recorded approximately $0.7 million as a premium on redemption of Preference Interests (Minority Interests) in the accompanying consolidated statements of operations.

 

F-22



 

(5)          On February 15, 2006, the Company issued an irrevocable notice to redeem for cash on March 23, 2006 all 190,000 units of its 7.625% Series H Preference Interests with a liquidation value of $9.5 million. This notice triggered the holder’s Accelerated Conversion Right, which they exercised. As a result, effective March 23, 2006, the 190,000 units were converted to 287,052 Common Shares.

 

(6)          On May 16, 2006, the Company issued an irrevocable notice to redeem for cash on June 22, 2006 all 270,000 units of its 7.625% Series I Preference Interests with a liquidation value of $13.5 million. This notice triggered the holder’s Accelerated Conversion Right, which they exercised. As a result, effective June 22, 2006, the 270,000 units were converted to 392,634 Common Shares.

 

During the year ended December 31, 2005, the Company redeemed or repurchased for cash all of its Series B through F Preference Interests with a liquidation value of $146.0 million. The Company recorded approximately $4.1 million as premiums on redemption of Preference Interests (Minority Interests) in the accompanying consolidated statements of operations, which included $3.8 million in original issuance costs and $0.3 million in cash redemption charges.

 

During the year ended December 31, 2004, the Company redeemed for cash all 800,000 units of it 8.00% Series A Preference Interests with a liquidation value of $40.0 million. The Company recorded approximately $1.1 million as premiums on redemption of Preference Interests (Minority Interests) in the accompanying consolidated statements of operations.

 

The following table presents the Operating Partnership’s issued and outstanding Junior Convertible Preference Units (the “Junior Preference Units”) as of December 31, 2006 and December 31, 2005:

 

 

 

 

 

 

 

Annual
Dividend

 

Amounts in thousands

 

 

 

Redemption
Date (2)

 

Conversion
Rate (2)

 

per Unit
(1)

 

December
31, 2006

 

December
31, 2005

 

Junior Preference Units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series B Junior Convertible Preference Units; liquidation value $25 per unit; 7,367 units issued and outstanding at December 31, 2006 and December 31, 2005

 

07/29/09

 

1.020408

 

$

2.00

 

$

184

 

$

184

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

184

 

$

184

 

 


(1)          Dividends on the Junior Preference Units are payable quarterly at various pay dates.

 

(2)          On or after the tenth anniversary of the issuance (the “Redemption Date”), the Series B Junior Preference Units may be converted into OP Units at the option of the Operating Partnership based on the contractual conversion rate. Prior to the Redemption Date, the holders may elect to convert the Series B Junior Preference Units to OP Units under certain circumstances based on the contractual conversion rate. The contractual rate is based upon a ratio dependent upon the closing price of EQR’s Common Shares.

 

4.                                      Real Estate

 

The following table summarizes the carrying amounts for investment in real estate (at cost) as of December 31, 2006 and 2005 (Amounts in thousands):

 

F-23



 

 

 

2006

 

2005

 

Land

 

$

3,217,672

 

$

2,848,601

 

Depreciable property:

 

 

 

 

 

Buildings and improvements

 

12,563,807

 

12,583,020

 

Furniture, fixtures and equipment

 

812,552

 

753,616

 

Projects under development:

 

 

 

 

 

Land

 

125,496

 

90,261

 

Construction-in-progress

 

261,421

 

150,719

 

Land held for development:

 

 

 

 

 

Land

 

214,704

 

148,234

 

Construction-in-progress

 

39,523

 

15,919

 

Investment in real estate

 

17,235,175

 

16,590,370

 

Accumulated depreciation

 

(3,022,480

)

(2,888,140

)

Investment in real estate, net

 

$

14,212,695

 

$

13,702,230

 

 

During the year ended December 31, 2006, the Company acquired the entire equity interest in 35 properties containing 8,768 units and nine land parcels from unaffiliated parties for a total purchase price of $1.9 billion. The Company also acquired the majority of its partners’ interest in eighteen partially owned properties containing 1,643 units for $56.6 million, partially funded through the issuance of 417,039 OP Units valued at $18.6 million.

 

The Company adopted EITF Issue No. 04-5, as required for existing limited partnership arrangements, effective January 1, 2006. The adoption required the consolidation of the Lexford syndicated portfolio consisting of 20 separate partnerships (10 properties) containing 1,272 units, all of which were sold October 5, 2006. The Company recorded $24.6 million in investment in real estate and also:

 

      Consolidated $22.5 million in mortgage debt;

      Reduced investments in unconsolidated entities by $2.6 million;

      Consolidated $0.9 million of other liabilities net of other assets acquired; and

      Consolidated $1.4 million of cash.

 

During the year ended December 31, 2005, the Company acquired the entire equity interest in forty-one properties containing 12,059 units, inclusive of one additional unit at one existing property, and seven land parcels from unaffiliated parties for a total purchase price of $2.7 billion.

 

During the year ended December 31, 2005, the Company also acquired a majority interest in the remaining equity interests it did not previously own in sixteen Partially Owned Properties, all of which remain partially owned. The acquisitions were funded using $24.2 million in cash and through the issuance of 614,717 OP Units valued at $20.8 million, with $43.0 million recorded as additional building basis and $2.0 million recorded as a reduction of Minority Interests – Partially Owned Properties. The Company also acquired the majority of the remaining third party equity interests it did not previously own in three properties, consisting of 211 units. The properties were previously accounted for under the equity method of accounting and subsequent to each purchase were consolidated. The Company recorded $5.6 million in investment in real estate and also:

 

      Assumed $2.8 million in mortgage debt;

      Reduced investments in unconsolidated entities by $1.2 million;

      Assumed $1.5 million of other liabilities net of other assets acquired; and

      Paid cash of $0.1 million (net of cash acquired).

 

During the year ended December 31, 2006, the Company disposed of the following to unaffiliated parties (sales price in thousands):

 

F-24



 

 

 

Properties

 

Units

 

Sales Price

 

Rental Properties

 

335

 

39,608

 

$

2,255,442

 

Condominium Units

 

5

 

1,069

 

215,972

 

Land Parcels (two)

 

 

 

1,569

 

 

 

340

 

40,677

 

$

2,472,983

 

 

The Company recognized a net gain on sales of discontinued operations of approximately $1.0 billion (amount is net of $3.2 million of income taxes incurred on condominium sales – see additional discussion in Note 2), a net gain on sales of land parcels of approximately $2.8 million and a net gain on sales of unconsolidated entities of $0.4 million on the above sales.

 

On June 28, 2006, the Company announced that it agreed to sell its Lexford Housing Division for a cash purchase price of $1.086 billion. The sale closed on October 5, 2006. The Lexford Housing Division results are classified as discontinued operations, net of minority interests, in the consolidated statements of operations for all periods presented. The Company recorded a gain on sale of approximately $418.7 million on the sale of the Lexford Housing Division in the fourth quarter of 2006. In conjunction with the Lexford disposition, the Company paid off/extinguished $196.3 million of mortgage notes payable secured by the properties and incurred approximately $9.2 million in prepayment penalties upon extinguishment. The Company also recorded approximately $4.5 million in one-time accrued retention benefits during the third quarter of 2006 related to the Lexford disposition. These costs are included in discontinued operations, net of minority interests, in the consolidated statements of operations. See Note 13 for additional information.

 

During the year ended December 31, 2005, the Company disposed of the following to unaffiliated parties (sales price in thousands):

 

 

 

Properties

 

Units

 

Sales Price

 

Rental Properties

 

50

 

12,848

 

$

1,351,636

 

Condominium Units

 

6

 

2,241

 

593,305

 

Land Parcels (five)

 

 

 

108,280

 

 

 

56

 

15,089

 

$

2,053,221

 

 

The Company recognized a net gain on sales of discontinued operations of approximately $697.7 million (amount is net of $8.8 million of income taxes incurred on condominium sales – see additional discussion in Note 2), a net gain on sales of land parcels of approximately $30.2 million and a net gain on the sales of unconsolidated entities of $1.3 million on the above sales.

 

5.                                      Commitments to Acquire/Dispose of Real Estate

 

As of February 7, 2007, in addition to the properties that were subsequently acquired as discussed in Note 21, the Company had entered into separate agreements to acquire the following (purchase price in thousands):

 

 

 

Properties/
Parcels

 

Units

 

Purchase
Price

 

Operating Properties

 

5

 

1,564

 

$

410,850

 

Land Parcels

 

4

 

 

88,552

 

Total

 

9

 

1,564

 

$

499,402

 

 

As of February 7, 2007, in addition to the property that was subsequently disposed of as discussed in Note 21, the Company had entered into separate agreements to dispose of the following (sales price in thousands):

 

F-25



 

 

 

Properties/
Parcels

 

Units

 

Sales
Price

 

Operating Properties

 

13

 

4,365

 

$

319,130

 

Land Parcels

 

1

 

 

4,000

 

Total

 

14

 

4,365

 

$

323,130

 

 

The closings of these pending transactions are subject to certain conditions and restrictions, therefore, there can be no assurance that these transactions will be consummated or that the final terms will not differ in material respects from those summarized in the preceding paragraphs.

 

6.                                      Investments in Partially Owned Entities

 

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following table summarizes the Company’s investments in partially owned entities as of December 31, 2006 (amounts in thousands except for project and unit amounts):

 

 

 

Consolidated

 

Unconsolidated

 

 

 

Development Projects

 

 

 

 

 

 

 

 

 

Held for
and/or Under
Development

 

Completed and
Stabilized

 

Other

 

Total

 

Institutional
Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

Total projects (1)

 

 

4

 

21

 

25

 

45

 

 

 

 

 

 

 

 

 

 

 

 

 

Total units (1)

 

 

977

 

3,896

 

4,873

 

10,846

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt – Secured (2):

 

 

 

 

 

 

 

 

 

 

 

EQR Ownership (3)

 

$

159,154

 

$

61,000

 

$

287,022

 

$

507,176

 

$

121,200

 

Minority Ownership

 

 

 

13,321

 

13,321

 

363,600

 

Total (at 100%)

 

$

159,154

 

$

61,000

 

$

300,343

 

$

520,497

 

$

484,800

 

 


(1) Project and unit counts exclude all uncompleted development projects until those projects are completed.

(2) All debt is non-recourse to the Company with the exception of $28.3 million in mortgage bonds on one development project.

(3) Represents the Company’s economic ownership interest.

 

7.                                      Deposits - Restricted

 

The following table presents the restricted deposits as of December 31, 2006 and 2005 (amounts in thousands):

 

 

 

December
31, 2006

 

December
31, 2005

 

 

 

 

 

 

 

Tax–deferred (1031) exchange proceeds

 

$

299,392

 

$

853

 

Earnest money on pending acquisitions

 

13,170

 

15,120

 

Resident security, utility and other

 

79,263

 

61,120

 

 

 

 

 

 

 

Totals

 

$

391,825

 

$

77,093

 

 

8.                                      Mortgage Notes Payable

 

As of December 31, 2006, the Company had outstanding mortgage debt of approximately $3.2 billion.

 

F-26



!

During the year ended December 31, 2006, the Company:

 

                  Repaid $493.0 million of mortgage loans;

                  Assumed/consolidated $149.5 million of mortgage debt on certain properties in connection with their acquisition and/or consolidation;

                  Obtained $267.0 million of new mortgage loans on certain properties; and

                  Was released from $117.9 million of mortgage debt assumed by the purchaser on disposed properties.

 

As of December 31, 2006, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through September 1, 2045. At December 31, 2006, the interest rate range on the Company’s mortgage debt was 3.32% to 12.465%. During the year ended December 31, 2006, the weighted average interest rate on the Company’s mortgage debt was 5.82%.

 

The historical cost, net of accumulated depreciation, of encumbered properties was $4.7 billion and $4.8 billion at December 31, 2006 and 2005, respectively.

 

Aggregate payments of principal on mortgage notes payable for each of the next five years and thereafter are as follows (amounts in thousands):

 

Year

 

Total

 

2007

 

$

307,941

 

2008

 

420,583

 

2009

 

540,679

 

2010

 

279,688

 

2011

 

529,601

 

Thereafter

 

1,099,731

 

Total

 

$

3,178,223

 

 

As of December 31, 2005, the Company had outstanding mortgage indebtedness of approximately $3.4 billion.

 

During the year ended December 31, 2005, the Company:

 

                  Repaid $470.4 million of mortgage loans;

                  Assumed/consolidated $446.3 million of mortgage debt on certain properties in connection with their acquisition and/or consolidation;

                  Obtained $280.1 million of new mortgage loans on certain properties; and

                  Was released from $35.0 million of mortgage debt assumed by the purchaser on disposed properties.

 

As of December 31, 2005, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through February 1, 2041. At December 31, 2005, the interest rate range on the Company’s mortgage debt was 3.35% to 12.465%. During the year ended December 31, 2005, the weighted average interest rate on the Company’s mortgage debt was 5.63%.

 

9.                                      Notes

 

The following tables summarize the Company’s unsecured note balances and certain interest rate and maturity date information as of and for the years ended December 31, 2006 and 2005, respectively:

 

F-27



 

December 31, 2006
(Amounts are in thousands)

 

Net Principal
Balance

 

Interest Rate
Ranges

 

Weighted
Average
Interest Rate

 

Maturity
Date Ranges

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Public/Private Notes (1)

 

$

4,158,043

 

3.85% - 7.625%

 

5.90

%

2007 - 2026

 

Floating Rate Public Notes (1)

 

150,000

 

(1)

 

6.13

%

2009

 

Fixed Rate Tax-Exempt Bonds

 

111,390

 

4.75% - 5.20%

 

5.06

%

2028 - 2029

 

 

 

 

 

 

 

 

 

 

 

Totals

 

$

4,419,433

 

 

 

 

 

 

 

 


(1)          $150.0 million in fair value interest rate swaps converts 50% of the $300.0 million 4.750% notes due June 15, 2009 to a floating interest rate.

 

December 31, 2005
(Amounts are in thousands)

 

Net Principal
Balance

 

Interest Rate
Ranges

 

Weighted
Average
Interest Rate

 

Maturity
Date Ranges

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Public/Private Notes

 

$

3,331,394

 

4.75% - 7.625%

 

6.13

%

2006 - 2026

 

Fixed Rate Tax-Exempt Bonds

 

111,390

 

4.75% - 5.20%

 

5.06

%

2028 - 2029

 

 

 

 

 

 

 

 

 

 

 

Totals

 

$

3,442,784

 

 

 

 

 

 

 

 

The Company’s unsecured public debt contains 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 both the years ended December 31, 2006 and 2005.

 

As of February 7, 2007, an unlimited amount of debt securities remains available for issuance by the Operating Partnership under a registration statement that became automatically effective upon filing with the SEC in June 2006 (under SEC regulations enacted in 2005, the registration statement automatically expires on June 29, 2009 and does not contain a maximum issuance amount).

 

During the year ended December 31, 2006, the Company:

 

                  Issued $400.0 million of ten and one-half year 5.375% fixed-rate public notes, receiving net proceeds of $395.5 million;

                  Issued $650.0 million of twenty year 3.85% fixed rate public notes that are exchangeable into EQR Common Shares, receiving net proceeds of $637.0 million (see further discussion below);

                  Repaid $60.0 million of fixed-rate public notes at maturity; and

                  Repaid $4.3 million of other unsecured notes.

 

On August 23, 2006, the Operating Partnership issued $650.0 million of exchangeable senior notes that mature on August 15, 2026. The notes bear interest at a fixed rate of 3.85%. The notes are exchangeable into EQR Common Shares, at the option of the holders, under specific circumstances or on or after August 15, 2025, at an initial exchange rate of 16.3934 shares per $1,000 principal amount of notes (equivalent to an initial exchange price of $61.00 per share). The initial exchange rate is subject to adjustment in certain circumstances, including upon an increase in the Company’s dividend rate. Upon an exchange of the notes, the Operating Partnership will settle any amounts up to the principal amount of the notes in cash and the remaining exchange value, if any, will be settled, at the Operating Partnership’s option, in cash, EQR Common Shares or a combination of both.

 

On or after August 18, 2011, the Operating Partnership may redeem the notes at a redemption price equal to the principal amount of the notes plus any accrued and unpaid interest thereon. Upon notice of redemption by the Operating Partnership, the holders may elect to exercise their exchange rights In addition, on August 18, 2011,

 

F-28



 

August 15, 2016 and August 15, 2021 or following the occurrence of certain change in control transactions prior to August 18, 2011, note holders may require the Operating Partnership to repurchase the notes for an amount equal to the principal amount of the notes plus any accrued and unpaid interest thereon.

 

Note holders may also require an exchange of the notes should the closing sale price of Common Shares exceed 130% of the exchange price for a certain period of time or should the trading price on the notes be less than 98% of the product of the closing sales price of Common Shares multiplied by the applicable exchange rate for a certain period of time.

 

During the year ended December 31, 2005, the Company:

 

                  Issued $500.0 million of ten and one-half year 5.125% fixed-rate public notes, receiving net proceeds of $496.2 million;

                  Had $300.0 million in fixed rate public notes remarketed as originally contemplated in a remarketing agreement entered into in connection with the original issuance of the notes, with the interest rate changing from 6.63% to 6.584% effective April 14, 2005 (notes still mature on April 13, 2015);

                  Repaid $190.0 million of fixed rate public notes at maturity; and

                  Repaid $4.3 million of other unsecured notes.

 

Aggregate payments of principal on unsecured notes payable for each of the next five years and thereafter are as follows (amounts in thousands):

 

Year

 

Total

 

2007

 

$

153,522

 

2008

 

129,251

 

2009

 

294,838

 

2010 (1)

 

(365

)

2011 (2)

 

942,994

 

Thereafter

 

2,899,193

 

Total

 

$

4,419,433

 

 


(1)          Principal payments on unsecured notes includes amortization of any discounts or premiums related to the notes. Premiums and discounts are amortized over the life of the unsecured notes.

(2)          Includes the $650.0 million of 3.85% convertible unsecured debt with a final maturity of 2026.

 

10.                               Lines of Credit

 

The Operating Partnership has an unsecured revolving credit facility with potential borrowings of up to $1.0 billion maturing on May 29, 2008, with the ability to increase available borrowings by an additional $500.0 million under certain circumstances. Advances under the credit facility bear interest at variable rates based upon LIBOR at various interest periods plus a spread dependent upon the Operating Partnership’s credit rating or based on bids received from the lending group. EQR has guaranteed the Operating Partnership’s credit facility up to the maximum amount and for its full term.

 

On August 30, 2005, the Operating Partnership entered into a one-year $600.0 million revolving credit facility maturing on August 29, 2006. This credit facility was repaid in full and terminated on January 20, 2006.

 

On July 6, 2006, the Operating Partnership entered into a one-year $500.0 million revolving credit facility maturing on July 6, 2007. This facility was repaid in full and terminated on October 13, 2006. Advances under this facility bore interest at variable rates based on LIBOR at various interest periods plus a spread dependent upon the Operating Partnership’s credit rating. EQR guaranteed this credit facility up to the maximum amount and for its full term.

 

F-29



 

As of December 31, 2006 and 2005, $460.0 million and $769.0 million, respectively, was outstanding and $69.3 million and $50.2 million, respectively, was restricted (dedicated to support letters of credit and not available for borrowing) on the credit facilities. During the years ended December 31, 2006 and 2005, the weighted average interest rates were 5.40% and 3.80%, respectively.

 

11.                               Derivative Instruments

 

The following table summarizes the consolidated derivative instruments at December 31, 2006 (dollar amounts are in thousands):

 

 

 

Fair Value
Hedges (1)

 

Forward Starting
Swaps (2)

 

Development Cash
Flow Hedges (3)

 

Current Notional Balance

 

$

370,000

 

$

100,000

 

$

40,775

 

Lowest Possible Notional

 

$

370,000

 

$

100,000

 

$

13,925

 

Highest Possible Notional

 

$

370,000

 

$

100,000

 

$

46,296

 

Lowest Interest Rate

 

3.245

%

5.596

%

4.530

%

Highest Interest Rate

 

3.787

%

5.596

%

4.530

%

Earliest Maturity Date

 

2009

 

2017

 

2007

 

Latest Maturity Date

 

2009

 

2017

 

2007

 

Estimated Asset (Liability) Fair Value

 

$

(13,130

)

$

(3,122

)

$

57

 

 


(1) Fair Value Hedges – Converts outstanding fixed rate debt to a floating interest rate.

(2) Forward Starting Swaps – Designed to partially fix the interest rate in advance of a planned future debt issuance.

(3) Development Cash Flow Hedges – Converts outstanding floating rate debt to a fixed interest rate.

 

On December 31, 2006, the net derivative instruments were reported at their fair value as other assets of approximately $0.1 million and as other liabilities of approximately $16.3 million. As of December 31, 2006, there were approximately $14.6 million in deferred losses, net, included in accumulated other comprehensive loss. Based on the estimated fair values of the net derivative instruments at December 31, 2006, the Company may recognize an estimated $2.4 million of accumulated other comprehensive loss as additional interest expense during the year ending December 31, 2007.

 

In January 2006, the Company received approximately $10.7 million to terminate six forward starting swaps in conjunction with the issuance of $400.0 million of ten and one-half year unsecured notes. The $10.7 million has been deferred as a component of accumulated other comprehensive loss and will be recognized as a reduction of interest expense over the life of the unsecured notes.

 

12.          Earnings Per Share

 

The following tables set forth the computation of net income per share – basic and net income per share – diluted (amounts in thousands except per share amounts):

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

Numerator for net income per share – basic:

 

 

 

 

 

 

 

Income from continuing operations, net of minority interests

 

$

100,532

 

$

147,323

 

$

88,778

 

Preferred distributions

 

(37,113

)

(49,642

)

(53,746

)

Premium on redemption of Preferred Shares

 

(3,965

)

(4,359

)

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares, net of minority interests

 

59,454

 

93,322

 

35,032

 

Discontinued operations, net of minority interests

 

972,312

 

714,470

 

383,551

 

 

 

 

 

 

 

 

 

Numerator for net income per share – basic

 

$

1,031,766

 

$

807,792

 

$

418,583

 

 

F-30



 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

Numerator for net income per share – diluted:

 

 

 

 

 

 

 

Income from continuing operations, net of minority interests

 

$

100,532

 

$

147,323

 

$

88,778

 

Preferred distributions

 

(37,113

)

(49,642

)

(53,746

)

Premium on redemption of Preferred Shares

 

(3,965

)

(4,359

)

 

Effect of dilutive securities:

 

 

 

 

 

 

 

Allocation to Minority Interests – Operating Partnership, net

 

4,201

 

6,796

 

2,624

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

63,655

 

100,118

 

37,656

 

Discontinued operations

 

1,040,685

 

766,188

 

412,155

 

 

 

 

 

 

 

 

 

Numerator for net income per share – diluted

 

$

1,104,340

 

$

866,306

 

$

449,811

 

 

 

 

 

 

 

 

 

Denominator for net income per share – basic and diluted:

 

 

 

 

 

 

 

Denominator for net income per share – basic

 

290,019

 

285,760

 

279,744

 

Effect of dilutive securities:

 

 

 

 

 

 

 

OP Units

 

20,433

 

20,819

 

20,939

 

Share options/restricted shares

 

5,127

 

4,206

 

3,188

 

 

 

 

 

 

 

 

 

Denominator for net income per share – diluted

 

315,579

 

310,785

 

303,871

 

 

 

 

 

 

 

 

 

Net income per share – basic

 

$

3.56

 

$

2.83

 

$

1.50

 

 

 

 

 

 

 

 

 

Net income per share – diluted

 

$

3.50

 

$

2.79

 

$

1.48

 

 

 

 

 

 

 

 

 

Net income per share – basic:

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares, net of minority interests

 

$

0.205

 

$

0.327

 

$

0.125

 

Discontinued operations, net of minority interests

 

3.353

 

2.500

 

1.371

 

 

 

 

 

 

 

 

 

Net income per share – basic

 

$

3.558

 

$

2.827

 

$

1.496

 

 

 

 

 

 

 

 

 

Net income per share – diluted:

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.202

 

$

0.322

 

$

0.124

 

Discontinued operations

 

3.298

 

2.466

 

1.356

 

 

 

 

 

 

 

 

 

Net income per share – diluted

 

$

3.500

 

$

2.788

 

$

1.480

 

 

Convertible preferred shares/units that could be converted into 1,163,908, 1,772,048 and 3,215,472 weighted average Common Shares for the years ended December 31, 2006, 2005 and 2004, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effects would be anti-dilutive. In addition, the effect of the Common Shares that could ultimately be issued upon the conversion/exchange of the Operating Partnership’s $650.0 million exchangeable senior notes were not included in the computation of diluted earnings per share because the effects would be anti-dilutive.

 

For additional disclosures regarding the employee share options and restricted shares, see Notes 2 and 14.

 

13.                               Discontinued Operations

 

The Company has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of on or after January 1, 2002 (the date of adoption of SFAS No. 144), all operations related to condominium conversion properties effective upon their respective transfer into a TRS and all properties held for sale.

 

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Company owned such assets during each of the years ended December 31, 2006, 2005, and 2004 (amounts in thousands).

 

F-31



 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

REVENUES

 

 

 

 

 

 

 

Rental income

 

$

173,907

 

$

365,492

 

$

458,431

 

Fee and asset management

 

 

908

 

1,053

 

Total revenues

 

173,907

 

366,400

 

459,484

 

 

 

 

 

 

 

 

 

EXPENSES (1)

 

 

 

 

 

 

 

Property and maintenance

 

65,871

 

120,104

 

148,452

 

Real estate taxes and insurance

 

20,028

 

46,069

 

53,852

 

Property management

 

8,695

 

10,409

 

9,706

 

Depreciation

 

29,898

 

89,364

 

115,910

 

General and administrative

 

579

 

1,142

 

974

 

Impairment

 

351

 

 

 

Total expenses

 

125,422

 

267,088

 

328,894

 

 

 

 

 

 

 

 

 

Discontinued operating income

 

48,485

 

99,312

 

130,590

 

 

 

 

 

 

 

 

 

Interest and other income

 

1,507

 

1,411

 

376

 

Interest (2):

 

 

 

 

 

 

 

Expense incurred, net

 

(24,918

)

(31,527

)

(35,792

)

Amortization of deferred financing costs

 

(832

)

(663

)

(1,462

)

 

 

 

 

 

 

 

 

Discontinued operations

 

24,242

 

68,533

 

93,712

 

Minority Interests – Operating Partnership

 

(1,593

)

(4,626

)

(6,504

)

Discontinued operations, net of minority interests

 

22,649

 

63,907

 

87,208

 

Net gain on sales of discontinued operations

 

1,016,443

 

697,655

 

318,443

 

Minority Interests – Operating Partnership

 

(66,780

)

(47,092

)

(22,100

)

Gain on sales of discontinued operations, net of minority interests

 

949,663

 

650,563

 

296,343

 

Discontinued operations, net of minority interests

 

$

972,312

 

$

714,470

 

$

383,551

 

 


Note:  Discontinued operations includes the Lexford Housing Division.

 

(1)       Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Company’s period of ownership.

(2)       Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.

 

For the properties sold during 2006 (excluding condominium conversion properties), the investment in real estate, net of accumulated depreciation, and the mortgage notes payable balances at December 31, 2005 were $1.3 billion and $348.4 million, respectively.

 

The net real estate basis of the Company’s condominium conversion properties owned by the TRS and included in discontinued operations (excludes the Company’s five halted conversions as they are now held for use), which were included in investment in real estate, net in the consolidated balance sheets, was $95.4 million and $121.3 million at December 31, 2006 and 2005, respectively.

 

14.                               Share Incentive Plans

 

On May 15, 2002, the shareholders of EQR approved the Company’s 2002 Share Incentive Plan. The maximum aggregate number of awards that may be granted under this plan may not exceed 7.5% of the Company’s outstanding Common Shares calculated on a “fully diluted” basis and determined annually on

 

F-32



 

the first day of each calendar year. As of January 1, 2007, this amount equaled 23,574,211, of which 13,521,150 is available for future issuance. No awards may be granted under the 2002 Share Incentive Plan after February 20, 2012.

 

Pursuant to the 2002 Share Incentive Plan and the Fifth Amended and Restated 1993 Share Option and Share Award Plan (collectively the “Share Incentive Plans”), officers, trustees and key employees of the Company may be granted share options to acquire Common Shares (“Options”) including non-qualified share options (“NQSOs”), incentive share options (“ISOs”) and share appreciation rights (“SARs”), or may be granted restricted or non-restricted shares, subject to conditions and restrictions as described in the Share Incentive Plans. Finally, certain executive officers of the Company participate in the Company’s performance based restricted share plan. Options, SARs, restricted shares and performance shares are sometimes collectively referred to herein as “Awards”.

 

The Options are generally granted at the fair market value of the Company’s Common Shares at the date of grant, vest in three equal installments over a three year period, are exercisable upon vesting and expire ten years from the date of grant. The exercise price for all Options under the Share Incentive Plans is equal to the fair market value of the underlying Common Shares at the time the Option is granted. The Fifth Amended and Restated 1993 Share Option and Share Award Plan will terminate at such time as all outstanding Awards have expired or have been exercised/vested. The Board of Trustees may at any time amend or terminate the Share Incentive Plans, but termination will not affect Awards previously granted. Any Options which had vested prior to such a termination would remain exercisable by the holder.

 

As to the restricted shares that have been awarded through December 31, 2006, these shares generally vest three years from the award date. During the three-year period of restriction, the Company’s unvested restricted shareholders receive quarterly dividend payments on their shares at the same rate and on the same date as any other Common Share holder. In addition, the Company’s unvested restricted shareholders have the same voting rights as any other Common Share holder. As a result, dividends paid on unvested restricted shares are included as a component of retained earnings (deficit) and have not been considered in reducing net income available to Common Shares in a manner similar to the Company’s preferred share dividends for the earnings per share calculation. If employment is terminated prior to the lapsing of the restriction, the shares are generally canceled.

 

In addition, each year prior to 2007, selected executive officers of the Company received performance-based awards. Effective January 1, 2007, the Company has elected to discontinue the award of new performance-based award grants. The executive officers have the opportunity to earn in Common Shares an amount as little as 0% to as much as 225% of the target number of performance-based awards. The owners of performance-based awards have no right to vote, receive dividends or transfer the awards until Common Shares are issued in exchange for the awards. The number of Common Shares the executive officer actually receives on the third anniversary of the grant date will depend on the excess, if any, by which the Company’s Average Annual Return (i.e., the average of the Common Share dividends declared during each year as a percentage of the Common Share price as of the first business day of the first performance year and the average percentage increase in funds from operations (“FFO”) for each calendar year on a per share basis over the prior year) for the three performance years exceeds the average of the 10-year Treasury Note interest rate as of the first business day in January of each performance year (the “T-Note Rate”).

 

F-33



 

If the Company’s Average Annual Return exceeds the T-Note Rate by:

 

Less
than
0.99%

 

1-1.99%

 

2%

 

3%

 

4%

 

5%

 

6%

 

Greater
than
7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Then the executive officer will receive Common Shares equal to the target number of awards times the
following %:

 

0%

 

50%

 

100%

 

115%

 

135%

 

165%

 

190%

 

225%

 

If the Company’s Average Annual Return exceeds the T-Note Rate by an amount which falls between any of the percentages in excess of the 2% threshold, the performance-based award will be determined by extrapolation between the two percentages. Fifty percent of the Common Shares to which an executive officer may be entitled under the performance share grants will vest, subject to the executive’s continued employment with the Company, on the third anniversary of the award (which will be the date the Common Shares are issued); twenty-five percent will vest on the fourth anniversary and the remaining twenty-five percent will vest on the fifth anniversary. The Common Shares will also fully vest upon the executive’s death, retirement at or after age 62, disability or upon a change in control of the Company.

 

The following tables summarize compensation information regarding the performance shares, restricted shares, share options and ESPP for the three years ended December 31, 2006, 2005 and 2004 (amounts in thousands):

 

 

 

Year Ended December 31, 2006

 

 

 

Compensation
Expense

 

Compensation
Capitalized

 

Compensation
Equity

 

Dividends
Incurred

 

Performance shares

 

$

1,795

 

$

 

$

1,795

 

$

 

Restricted shares

 

13,923

 

1,021

 

14,944

 

2,437

 

Share options

 

4,868

 

330

 

5,198

 

 

ESPP discount

 

1,494

 

84

 

1,578

 

 

Total

 

$

22,080

 

$

1,435

 

$

23,515

 

$

2,437

 

 

 

 

Year Ended December 31, 2005

 

Year Ended December 31, 2004

 

 

 

Compensation
Expense/Equity

 

Dividends
Incurred

 

Compensation
Expense/Equity

 

Dividends
Incurred

 

Performance shares

 

$

7,697

 

$

 

$

312

 

$

 

Restricted shares

 

20,055

 

2,743

 

12,242

 

2,508

 

Share options

 

6,562

 

 

2,982

 

 

ESPP discount

 

1,591

 

 

1,290

 

 

Total

 

$

35,905

 

$

2,743

 

$

16,826

 

$

2,508

 

 

Compensation expense is recognized for all Awards over the vesting period. The total compensation expense related to Awards not yet vested at December 31, 2006 is $23.7 million, which is expected to be recognized over a weighted average term of 1.6 years.

 

See Note 2 for additional information regarding the Company’s share-based compensation.

 

The table below summarizes the Award activity of the Share Incentive Plans and options assumed in connection with mergers (the “Merger Options”) for the three years ended December 31, 2006, 2005 and 2004:

 

F-34



 

 

 

Common Shares
Subject to Options

 

Weighted Average
Exercise Price
Per Option

 

Restricted
Shares

 

Weighted
Average Fair
Value per
Restricted Share

 

Balance at December 31, 2003

 

12,085,598

 

$

24.27

 

1,362,733

 

$

22.75

 

Awards granted (2002 plan)

 

2,254,570

 

$

29.33

 

572,688

 

$

29.28

 

Awards exercised/vested (1993 plan)

 

(2,920,057

)

$

23.75

 

(457,127

)

$

20.05

 

Awards exercised/vested (2002 plan)

 

(423,866

)

$

23.55

 

(7,973

)

$

28.05

 

Merger Options exercised

 

(6,836

)

$

20.14

 

 

 

Awards canceled (1993 plan)

 

(90,436

)

$

23.44

 

(33,374

)

$

25.25

 

Awards canceled (2002 plan)

 

(79,751

)

$

28.02

 

(23,692

)

$

28.19

 

Balance at December 31, 2004

 

10,819,222

 

$

25.48

 

1,413,255

 

$

26.06

 

Awards granted (2002 plan)

 

2,235,268

 

$

31.91

 

620,192

 

$

31.89

 

Awards exercised/vested (1993 plan)

 

(1,630,321

)

$

23.44

 

(373,310

)

$

24.68

 

Awards exercised/vested (2002 plan)

 

(611,943

)

$

26.31

 

(190,938

)

$

29.36

 

Merger Options exercised

 

(6,480

)

$

18.10

 

 

 

Awards canceled (1993 plan)

 

(27,677

)

$

24.53

 

(12,363

)

$

23.64

 

Awards canceled (2002 plan)

 

(205,326

)

$

30.32

 

(87,008

)

$

29.55

 

Balance at December 31, 2005

 

10,572,743

 

$

27.02

 

1,369,828

 

$

28.42

 

Awards granted (2002 plan)

 

1,671,122

 

$

42.32

 

684,998

 

$

34.76

 

Awards exercised/vested (1993 plan) (1)

 

(1,754,288

)

$

25.24

 

(151,104

)

$

23.55

 

Awards exercised/vested (2002 plan) (1)

 

(890,326

)

$

29.24

 

(519,664

)

$

21.07

 

Merger Options exercised (1)

 

(3,162

)

$

19.49

 

 

 

Awards canceled (1993 plan)

 

(8,866

)

$

22.46

 

(275

)

$

23.55

 

Awards canceled (2002 plan)

 

(171,436

)

$

35.28

 

(81,026

)

$

34.74

 

Balance at December 31, 2006

 

9,415,787

 

$

29.71

 

1,302,757

 

$

34.85

 

 


(1) The aggregate intrinsic value of options exercised during the year ended December 31, 2006 was $58.0 million.

 

The following table summarizes information regarding options outstanding at December 31, 2006:

 

 

 

Options Outstanding (1)

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

Options Exercisable (2)

 

 

 

 

 

Average

 

Weighted

 

 

 

Weighted

 

Range of Exercise Prices

 

Options

 

Remaining
Contractual
Life in years

 

Average
Exercise
Price

 

Options

 

Average
Exercise
Price

 

$9.00 to $18.13

 

92

 

0.01

 

$

9.55

 

92

 

$

9.55

 

$18.14 to $22.67

 

837,986

 

2.52

 

$

20.56

 

837,986

 

$

20.56

 

$22.68 to $27.20

 

2,376,911

 

3.78

 

$

24.63

 

2,376,911

 

$

24.63

 

$27.21 to $31.73

 

2,784,929

 

5.98

 

$

28.30

 

2,264,236

 

$

28.06

 

$31.74 to $36.26

 

1,817,740

 

8.05

 

$

31.77

 

773,233

 

$

31.77

 

$36.27 to $40.80

 

329,167

 

8.96

 

$

39.74

 

302,967

 

$

39.90

 

$40.81 to $45.33

 

1,268,962

 

9.03

 

$

42.81

 

76,624

 

$

42.80

 

$9.00 to $45.33

 

9,415,787

 

6.03

 

$

29.71

 

6,632,049

 

$

27.03

 

 


(1) The aggregate intrinsic value of options outstanding as of December 31, 2006 is $198.1 million.

(2) The aggregate intrinsic value and weighted average remaining contractual life in years of options exercisable as of December 31, 2006 is $156.8 million and 5.1 years, respectively.

 

As of December 31, 2005 and 2004, 6,864,922 Options (with a weighted average exercise price of $25.60) and 6,851,442 Options (with a weighted average exercise price of $24.47) were exercisable, respectively.

 

F-35



 

15.                               Employee Plans

 

The Company established an Employee Share Purchase Plan (the “ESPP”) to provide employees and trustees the ability to annually acquire up to $100,000 of Common Shares of the Company. In 2003, the Company’s shareholders approved an increase in the aggregate number of Common Shares available under the ESPP to 7,000,000 (from 2,000,000). The Company has 4,270,759 Common Shares available for purchase under the ESPP at December 31, 2006. The Common Shares may be purchased quarterly at a price equal to 85% of the lesser of: (a) the closing price for a share on the last day of such quarter; and (b) the greater of: (i) the closing price for a share on the first day of such quarter, and (ii) the average closing price for a share for all the business days in the quarter. The following table summarizes information regarding the Common Shares issued under the ESPP:

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

 

 

(Amounts in thousands except share and per share amounts)

 

 

 

 

 

 

 

 

 

Shares issued

 

213,427

 

286,751

 

275,616

 

Issuance price ranges

 

$35.43 – $43.30

 

$27.89 – $32.27

 

$23.35 – $27.39

 

Issuance proceeds

 

$7,972

 

$8,285

 

$6,853

 

 

The Company established a defined contribution plan (the “401(k) Plan”) to provide retirement benefits for employees that meet minimum employment criteria. The Company matches dollar for dollar up to the first 3% of eligible compensation that a participant contributes to the 401(k) Plan (2% for 2004). Participants are vested in the Company’s contributions over five years. The Company made contributions in the amount of $3.5 million and $1.7 million for the years ended December 31, 2005 and 2004, respectively, and expects to make contributions in the amount of approximately $3.0 million for the year ended December 31, 2006.

 

The Company may also elect to make an annual discretionary profit-sharing contribution as a percentage of each individual employee’s eligible compensation under the 401(k) Plan. The Company expects to make contributions in the amount of approximately $3.4 million for the year ended December 31, 2006. The Company made contributions of approximately $2.6 million for the year ended December 31, 2005 and did not make a contribution for the year ended December 31, 2004.

 

The Company established a supplemental executive retirement plan (the “SERP”) to provide certain officers and trustees an opportunity to defer a portion of their eligible compensation in order to save for retirement. The SERP is restricted to investments in Company Common Shares, certain marketable securities that have been specifically approved, and cash equivalents. The deferred compensation liability represented in the SERP and the securities issued to fund such deferred compensation liability are consolidated by the Company and carried on the Company’s balance sheet, and the Company’s Common Shares held in the SERP are accounted for as a reduction to paid in capital.

 

16.                               Distribution Reinvestment and Share Purchase Plan

 

On November 3, 1997, the Company filed with the SEC a Form S-3 Registration Statement to register 14,000,000 Common Shares pursuant to a Distribution Reinvestment and Share Purchase Plan (the “DRIP Plan”). The registration statement was declared effective on November 25, 1997. The Company has 11,571,277 Common Shares available for issuance under the DRIP Plan at December 31, 2006.

 

The DRIP Plan provides holders of record and beneficial owners of Common Shares and Preferred Shares with a simple and convenient method of investing cash distributions in additional Common Shares (which is referred to herein as the “Dividend Reinvestment – DRIP Plan”). Common Shares may also be purchased on a monthly basis with optional cash payments made by participants in the DRIP Plan and interested new investors, not currently shareholders of the Company, at the market price of the Common

 

F-36



 

Shares less a discount ranging between 0% and 5%, as determined in accordance with the DRIP Plan (which is referred to herein as the “Share Purchase – DRIP Plan”). Common Shares purchased under the DRIP Plan may, at the option of the Company, be directly issued by the Company or purchased by the Company’s transfer agent in the open market using participants’ funds.

 

17.                               Transactions with Related Parties

 

The Company provided asset and property management services to certain related entities for properties not owned by the Company. Fees received for providing such services were approximately $0.3 million, $0.2 million and $0.2 million for the years ended December 31, 2006, 2005 and 2004, respectively.

 

The Company leases its corporate headquarters from an entity controlled by EQR’s Chairman of the Board of Trustees. The lease terminates on July 31, 2011. Amounts incurred for such office space for the years ended December 31, 2006, 2005 and 2004, respectively, were approximately $2.8 million, $2.1 million and $1.9 million. The Company believes these amounts equal market rates for such space.

 

The Company had the following additional non-continuing related party transactions:

 

                  The Company reimbursed its Chief Operating Officer for the actual operating costs (excluding acquisition costs) of operating his personal aircraft for himself and other employees on Company business in 2005 and 2004. Amounts incurred were approximately $0.4 million and $0.3 million for the years ended December 31, 2005 and 2004, respectively.

 

                  The Company leased space in an office building in Augusta, Georgia indirectly owned by one of EQR’s former trustees since May 2003 and directly owned by an entity affiliated with the same EQR trustee from 1998 to 2003 (individual was a trustee through May 2004). Approximately $0.2 million was incurred for such office space for the year ended December 31, 2004.

 

18.                               Commitments and Contingencies

 

The Company, as an owner of real estate, is subject to various Federal, state and local environmental 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 party to a housing discrimination lawsuit brought by a non-profit civil rights organization in April 2006 in the U.S. District Court for the District of Maryland. The suit alleges that the Company designed and built approximately 300 of its properties in violation of the accessibility requirements of the Fair Housing Act and Americans With Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys’ fees. The Company believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Company. Accordingly, the Company is defending the suit vigorously. Due to the pendency of the Company’s defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit and as a result, no amounts have been accrued at December 31, 2006. While no assurances can be given, the Company does not believe that the suit, if adversely determined, would have a material adverse effect on the Company.

 

The Company does not believe there is any other litigation pending or threatened against it that, individually or in the aggregate, reasonably may be expected to have a material adverse effect on the Company.

 

During the years ended December 31, 2005 and 2004, the Company established a reserve and recorded a corresponding expense, net of insurance receivables, for estimated uninsured property damage at

 

F-37



 

certain of its properties caused by various hurricanes in each respective year. During the year ended December 31, 2006, the Company received $12.1 million in insurance proceeds and recorded an additional $6.2 million of receivables in anticipation of proceeds expected. As of December 31, 2006, a receivable of $5.1 million and a liability of $3.2 million are included in other assets and rents received in advance and other liabilities, respectively, on the consolidated balance sheets.

 

As of December 31, 2006, the Company has eleven projects totaling 3,448 units in various stages of development with estimated completion dates ranging through June 30, 2009. The primary development agreements currently in place have the following key terms:

 

                  The first development partner has the right, at any time following completion of a project, to stipulate a value for such project and offer to sell its interest in the project to the Company based on such value. If the Company chooses not to purchase the interest, the Company must agree to a sale of the project to an unrelated third party at such value. The Company’s partner must exercise this right as to all projects subject to the agreement within five years after the receipt of the final certificate of occupancy on the last developed property.

 

                        The second development partner has the right, at any time following completion of a project, to require the Company to purchase the partner’s interest in that project at a mutually agreeable price. If the Company and the partner are unable to agree on a price, both parties will obtain appraisals. If the appraised values vary by more than 10%, both the Company and its partner will agree on a third appraiser to determine which original appraisal is closest to its determination of value. The Company may elect at that time not to purchase the property and instead, authorize its partner to sell the project at or above the agreed-upon value to an unrelated third party. Five years following the receipt of the final certificate of occupancy on the last developed property, the Company must purchase, at the agreed-upon price, any projects remaining unsold.

 

                  The third development partner has the exclusive right for six months following stabilization, as defined, to market a subject project for sale. Thereafter, either the Company or its development partner may market a subject project for sale. If the Company’s development partner proposes the sale, the Company may elect to purchase the project at the price proposed by its partner or defer the sale until two independent appraisers appraise the project. If the two appraised values vary by more than 5%, a third appraiser will be chosen to determine the fair market value of the property. Once a value has been determined, the Company may elect to purchase the property or authorize its development partner to sell the project at the agreed-upon value.

 

In addition, the Company has various deal-specific development agreements with partners, the overall terms of which are similar in nature to those described above.

 

The Company’s guaranty of a credit enhancement agreement with respect to certain tax-exempt bonds issued to finance certain public improvements at a multifamily development project was terminated effective May 2, 2005 as the tax-exempt bonds were redeemed in full and the associated letter of credit was cancelled.

 

During the years ended December 31, 2006, 2005 and 2004, total operating lease payments incurred for office space, including a portion of real estate taxes, insurance, repairs and utilities, aggregated $6.7 million, $6.1 million and $5.8 million, respectively.

 

The Company has entered into a retirement benefits agreement with its Chairman of the Board of Trustees and deferred compensation agreements with its chief operating officer and two former chief executive officers. During the years ended December 31, 2006, 2005 and 2004, the Company recognized compensation expense of $1.1 million, $2.2 million and $39,000, respectively, related to these agreements.

 

The following table summarizes the Company’s contractual obligations for minimum rent payments

 

F-38



 

under operating leases and deferred compensation for the next five years and thereafter as of December 31, 2006:

 

 

 

Payments Due by Year (in thousands)

 

 

 

2007

 

2008

 

2009

 

2010

 

2011

 

Thereafter

 

Total

 

Operating Leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum Rent Payments (a)

 

$

5,443

 

$

5,302

 

$

4,709

 

$

4,119

 

$

2,416

 

$

2,963

 

$

24,952

 

Other Long-Term Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Compensation (b)

 

813

 

813

 

1,450

 

1,450

 

2,049

 

14,736

 

21,311

 

 


(a)          Minimum basic rent due for various office space the Company leases and fixed base rent due on a ground lease for one property.

(b)         Estimated payments to the Company’s Chairman, two former CEO’s and its chief operating officer based on planned retirement dates.

 

19.                               Impairment

 

The Company recorded approximately $30.0 million of asset impairment charges related to its write-down of the entire carrying value of the goodwill on its corporate housing business during the year ended December 31, 2006. Following the guidance in SFAS No. 142, this charge was the result of the continued poor operating performance of the corporate housing business and management’s expectations for future performance. This charge is reflected on the consolidated statements of operations as impairment.

 

The Company also took an impairment charge of $2.0 million related to the write-off of various deferred sales costs following the decision to halt the condominium conversion and sale process at five assets. The remaining $2.0 million of impairment losses in 2006 along with the $0.6 million and $1.5 million of losses in 2005 and 2004, respectively, represent the write-off of various pursuit and out-of-pocket costs for terminated acquisition, disposition and development transactions.

 

20.                               Reportable Segments

 

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by senior management. Senior management decides how resources are allocated and assesses performance on a monthly basis.

 

The Company’s primary business is owning, managing, and operating multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents. Senior management evaluates the performance of each of our apartment communities individually and geographically, and both on a same store and non-same store basis; however, each of our apartment communities generally has similar economic characteristics, residents, products and services. The Company’s operating segments have been aggregated by geography in a manner identical to that which is provided to its chief operating decision maker.

 

The Company’s fee and asset management, development (including FIN No. 46 partially owned properties), condominium conversion and corporate housing (Equity Corporate Housing or “ECH”) activities are immaterial and do not individually meet the threshold requirements of a reportable segment as provided for in SFAS No. 131 and as such, have been aggregated in the tables presented below.

 

All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the three years ended December 31, 2006, 2005, or 2004.

 

The primary financial measure for the Company’s rental real estate properties is net operating income (“NOI”), which represents rental income less:  1) property and maintenance expense; 2) real estate taxes and insurance expense; and 3) property management expense (all as reflected in the accompanying statements of operations). The Company believes that NOI is helpful to investors as a supplemental measure of the operating performance of a real estate company because it is a direct measure of the actual operating results of the Company’s apartment communities. Current year NOI is compared to prior year NOI and current year budgeted NOI as a measure of financial performance. The following table presents NOI for each segment from our rental real estate specific to continuing operations as well as total assets for the years ended December 31, 2006, and 2005, respectively (amounts in thousands):

 

 

F-39



 

 

 

 

Year Ended December 31, 2006

 

 

 

Northeast

 

South

 

West

 

Other (3)

 

Total

 

Rental income:

 

 

 

 

 

 

 

 

 

 

 

Same store (1)

 

$

424,292

 

$

611,636

 

$

576,601

 

$

 

$

1,612,529

 

Non-same store/other (2) (3)

 

126,535

 

79,383

 

76,524

 

86,364

 

368,806

 

Total rental income

 

550,827

 

691,019

 

653,125

 

86,364

 

1,981,335

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Same store (1)

 

164,050

 

259,789

 

204,371

 

 

628,210

 

Non-same store/other (2) (3)

 

49,781

 

32,528

 

28,869

 

83,765

 

194,943

 

Total operating expenses

 

213,831

 

292,317

 

233,240

 

83,765

 

823,153

 

 

 

 

 

 

 

 

 

 

 

 

 

NOI:

 

 

 

 

 

 

 

 

 

 

 

Same store (1)

 

260,242

 

351,847

 

372,230

 

 

984,319

 

Non-same store/other (2) (3)

 

76,754

 

46,855

 

47,655

 

2,599

 

173,863

 

Total NOI

 

$

336,996

 

$

398,702

 

$

419,885

 

$

2,599

 

$

1,158,182

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

4,465,461

 

$

4,316,252

 

$

4,507,019

 

$

1,773,487

 

$

15,062,219

 

 


(1)   Same store includes properties owned for all of both 2006 and 2005 which represented 128,133 units.

(2)   Non-same store includes properties acquired after January 1, 2005.

(3)   Other includes ECH, development, condominium conversion overhead of $5.9 million and other corporate operations. Also reflects $15.8 million elimination of rental income recorded in Northeast, South and West operating segments related to ECH.

 

 

 

Year Ended December 31, 2005

 

 

 

Northeast

 

South

 

West

 

Other (3)

 

Total

 

Rental income:

 

 

 

 

 

 

 

 

 

 

 

Same store (1)

 

$

405,983

 

$

571,485

 

$

546,390

 

$

 

$

1,523,858

 

Non-same store/other (2) (3)

 

32,478

 

21,006

 

22,677

 

72,399

 

148,560

 

Total rental income

 

438,461

 

592,491

 

569,067

 

72,399

 

1,672,418

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Same store (1)

 

157,065

 

250,989

 

196,264

 

 

604,318

 

Non-same store/other (2) (3)

 

13,737

 

7,784

 

8,868

 

95,320

 

125,709

 

Total operating expenses

 

170,802

 

258,773

 

205,132

 

95,320

 

730,027

 

 

 

 

 

 

 

 

 

 

 

 

 

NOI:

 

 

 

 

 

 

 

 

 

 

 

Same store (1)

 

248,918

 

320,496

 

350,126

 

 

919,540

 

Non-same store/other (2) (3)

 

18,741

 

13,222

 

13,809

 

(22,921

)

22,851

 

Total NOI

 

$

267,659

 

$

333,718

 

$

363,935

 

$

(22,921

)

$

942,391

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

4,056,535

 

$

3,829,466

 

$

3,977,377

 

$

2,245,373

 

$

14,108,751

 

 


(1)   Same store includes properties owned for all of both 2006 and 2005 which represented 128,133 units.

(2)   Non-same store includes properties acquired after January 1, 2005.

(3)   Other includes ECH, development, condominium conversion overhead of $3.1 million and other corporate operations. Also reflects $13.4 million elimination of rental income recorded in Northeast, South and West operating segments related to ECH and $11.1 million of hurricane insurance losses.

 

Note:  Markets included in the above geographic segments are as follows:

 

(a)   Northeast – New England (excl Boston), Boston, New York Metro, DC Northern Virginia, Suburban Maryland, Chicago, Milwaukee and Minneapolis/St. Paul.

 

(b)   South – Charlotte, Raleigh/Durham, Atlanta, Jacksonville, Orlando, Tampa/Ft. Myers, South Florida, Nashville, Tulsa, Austin, Houston, Dallas/Ft. Worth, Albuquerque and Phoenix.

 

(c)   West – Seattle/Tacoma, Portland, Central Valley, San Francisco Bay Area, Inland Empire, Los Angeles, Orange County, San Diego and Denver.

 

The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the years ended December 31, 2006, 2005 and 2004, respectively:

 

 

 

Year Ended December 31,

 

 

 

2006

 

2005

 

2004

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

Rental income

 

$

1,981,335

 

$

1,672,418

 

$

1,483,184

 

Property and maintenance expense

 

(527,154

)

(451,245

)

(392,295

)

Real estate taxes and insurance expense

 

(199,582

)

(191,679

)

(175,605

)

Property management expense

 

(96,417

)

(87,103

)

(76,898

)

Total operating expenses

 

(823,153

)

(730,027

)

(644,798

)

Net operating income

 

$

1,158,182

 

$

942,391

 

$

838,386

 

 

 

21.                               Subsequent Events/Other

 

Subsequent to December 31, 2006 and through February 7, 2007, the Company:

 

                  Acquired $536.5 million of apartment properties consisting of nine properties and 2,905 units;

                  Sold one residential property consisting of 280 units for $14.4 million (excluding condominium units); and

                  Repaid $115.3 million of mortgage loans.

 

During the years ended December 31, 2006 and 2005, the Company received proceeds from technology and other investments of $4.0 million and $82.1 million, respectively, from the following:

 

                  $25.0 million in full redemption of 1,000,000 shares of Wellsford 8.25% Convertible Trust Preferred Securities during 2005;

                  $3.7 million and $57.1 million for its ownership interest in Rent.com in connection with the acquisition of Rent.com by eBay, Inc in 2006 and 2005, respectively. Both amounts were recorded as interest and other income in the accompanying consolidated statements of operations; and

                  $0.3 million as a partial distribution for its ownership interest in Constellation Real Technologies, LLC in 2006. The amount was recorded as interest and other income.

 

During 2006, the Company recognized $14.7 million of forfeited deposits for various terminated transactions, included in interest and other income.

 

During the fourth quarter of 2006, the Company established a reserve of $6.2 million related to potential liabilities associated with certain asset sales. While no assurances can be given, the Company does not believe that the potential issue, if adversely determined or settled, will have a material adverse effect on the Company.

 

On March 28, 2005, the Company and Bruce W. Duncan, the Company’s former Chief Executive Officer (“CEO”), entered into an Amended and Restated Employment Agreement (as further amended effective June 30, 2005, the “Amendment”) to reflect changes required in view of Mr. Duncan’s retirement as CEO and trustee effective December 31, 2005. The Amendment also amended Mr. Duncan’s Deferred Compensation Agreement entered into in January 2003. The Company recorded approximately $11.2 million of additional general and administrative expense during the year ended

 

F-40



 

December 31, 2005, primarily related to accelerated vesting of share options and restricted/performance shares.

 

Effective February 28, 2005, the Company and Edward Geraghty, the President of the Company’s Eastern Division, entered into a Separation Agreement and General Release reflecting Mr. Geraghty’s resignation effective February 28, 2005. The Company recorded approximately $3.3 million of severance as additional general and administrative expense during the quarter ended March 31, 2005.

 

22.                               Quarterly Financial Data (Unaudited)

 

The following unaudited quarterly data has been prepared on the basis of a December 31 year-end. All amounts have also been restated in accordance with the discontinued operations provisions of SFAS No 144 and reflect dispositions and/or properties held for sale through December 31, 2006. Amounts are in thousands, except for per share amounts.

 

2006

 

Fourth
Quarter
12/31

 

Third
Quarter
9/30

 

Second
Quarter
6/30

 

First
Quarter
3/31

 

 

 

 

 

 

 

 

 

 

 

Total revenues (1)

 

$

517,880

 

$

511,464

 

$

490,614

 

$

470,478

 

Operating income (1)

 

104,731

 

139,726

 

140,463

 

128,223

 

Income from continuing operations, net of minority interests (1)

 

11,961

 

35,440

 

34,016

 

19,115

 

Discontinued operations, net of minority interests (1)

 

453,100

 

34,371

 

126,141

 

358,700

 

Net income *

 

465,061

 

69,811

 

160,157

 

377,815

 

Net income available to Common Shares

 

457,606

 

56,356

 

150,084

 

367,720

 

Earnings per share – basic:

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

1.57

 

$

0.19

 

$

0.52

 

$

1.27

 

Weighted average Common Shares outstanding

 

291,669

 

290,036

 

289,460

 

288,880

 

Earnings per share – diluted:

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

1.54

 

$

0.19

 

$

0.51

 

$

1.25

 

Weighted average Common Shares outstanding

 

317,076

 

315,886

 

314,698

 

314,049

 

 


(1)          The amounts presented for the first three quarters of 2006 are not equal to the same amounts previously reported in the respective Form 10-Q’s filed with the SEC for each period as a result of changes in discontinued operations due to additional property sales which occurred throughout 2006. Below is a reconciliation to the amounts previously reported in the respective Form 10-Q’s:

 

F-41



 

2006

 

Third
Quarter
9/30

 

Second
Quarter
6/30

 

First
Quarter
3/31

 

 

 

 

 

 

 

 

 

Total revenues previously reported in Form 10-Q

 

$

513,865

 

$

491,939

 

$

520,979

 

Total revenues subsequently reclassified to discontinued operations

 

(2,401

)

(1,325

)

(50,501

)

Total revenues disclosed in Form 10-K

 

$

511,464

 

$

490,614

 

$

470,478

 

 

 

 

 

 

 

 

 

Operating income previously reported in Form 10-Q

 

$

140,784

 

$

140,321

 

$

142,019

 

Operating income subsequently reclassified to discontinued operations

 

(1,058

)

142

 

(13,796

)

Operating income disclosed in Form 10-K

 

$

139,726

 

$

140,463

 

$

128,223

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of minority interests previously reported in Form 10-Q

 

$

36,426

 

$

33,883

 

$

26,869

 

Income from continuing operations, net of minority interests subsequently reclassified to discontinued operations

 

(986

)

133

 

(7,754

)

Income from continuing operations, net of minority interests disclosed in Form 10-K

 

$

35,440

 

$

34,016

 

$

19,115

 

 

 

 

 

 

 

 

 

Discontinued operations, net of minority interests previously reported in Form 10-Q

 

$

33,385

 

$

126,274

 

$

350,946

 

Discontinued operations, net of minority interests from properties sold subsequent to the respective reporting period

 

986

 

(133

)

7,754

 

Discontinued operations, net of minority interests disclosed in Form 10-K

 

$

34,371

 

$

126,141

 

$

358,700

 

 

2005

 

Fourth
Quarter
12/31

 

Third
Quarter
9/30

 

Second
Quarter
6/30

 

First
Quarter
3/31

 

 

 

 

 

 

 

 

 

 

 

Total revenues (2)

 

$

449,541

 

$

426,771

 

$

411,278

 

$

395,068

 

Operating income (2)

 

106,461

 

108,196

 

115,151

 

103,656

 

Income from continuing operations, net of minority interests (2)

 

30,554

 

14,343

 

23,678

 

78,748

 

Discontinued operations, net of minority interests (2)

 

195,332

 

253,181

 

117,666

 

148,291

 

Net income *

 

225,886

 

267,524

 

141,344

 

227,039

 

Net income available to Common Shares

 

215,205

 

250,247

 

128,326

 

214,014

 

Earnings per share – basic:

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

0.75

 

$

0.87

 

$

0.45

 

$

0.75

 

Weighted average Common Shares outstanding

 

287,033

 

286,182

 

285,283

 

284,511

 

Earnings per share – diluted:

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

0.74

 

$

0.87

 

$

0.44

 

$

0.74

 

Weighted average Common Shares outstanding

 

312,048

 

286,182

 

309,979

 

308,576

 

 


(2)          The amounts presented for the four quarters of 2005 are not equal to the same amounts previously reported in the Form 8-K filed with the SEC on August 15, 2006 for each period as a result of changes in discontinued operations due to additional property sales which occurred throughout 2006. Below is a reconciliation to the amounts previously reported:

 

F-42



 

2005

 

Fourth
Quarter
12/31

 

Third
Quarter
9/30

 

Second
Quarter
6/30

 

First
Quarter
3/31

 

 

 

 

 

 

 

 

 

 

 

Total revenues previously reported in August 2006 Form 8-K

 

$

452,858

 

$

430,758

 

$

415,230

 

$

399,054

 

Total revenues subsequently reclassified to discontinued operations

 

(3,317

)

(3,987

)

(3,952

)

(3,986

)

Total revenues disclosed in Form 10-K

 

$

449,541

 

$

426,771

 

$

411,278

 

$

395,068

 

 

 

 

 

 

 

 

 

 

 

Operating income previously reported in August 2006 Form 8-K

 

$

107,051

 

$

109,077

 

$

116,263

 

$

104,818

 

Operating income subsequently reclassified to discontinued operations

 

(590

)

(881

)

(1,112

)

(1,162

)

Operating income disclosed in Form 10-K

 

$

106,461

 

$

108,196

 

$

115,151

 

$

103,656

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of minority interests previously reported in August 2006 Form 8-K

 

$

30,777

 

$

14,833

 

$

24,379

 

$

79,502

 

Income from continuing operations, net of minority interests subsequently reclassified to discontinued operations

 

(223

)

(490

)

(701

)

(754

)

Income from continuing operations, net of minority interests disclosed in Form 10-K

 

$

30,554

 

$

14,343

 

$

23,678

 

$

78,748

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations, net of minority interests previously reported in August 2006 Form 8-K

 

$

195,109

 

$

252,691

 

$

116,965

 

$

147,537

 

Discontinued operations, net of minority interests from properties sold subsequent to the respective reporting period

 

223

 

490

 

701

 

754

 

Discontinued operations, net of minority interests disclosed in Form 10-K

 

$

195,332

 

$

253,181

 

$

117,666

 

$

148,291

 


* The Company did not have any extraordinary items or cumulative effect of change in accounting principle during the years ended December 31, 2006 and 2005. Therefore, income before extraordinary items and cumulative effect of change in accounting principle is not shown as it was equal to the net income amounts disclosed above.

 

F-43



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

Overall Summary

December 31, 2006

 

 

 

Properties
(I)

 

Units (I)

 

Investment in Real
Estate, Gross

 

Accumulated
Depreciation

 

Investment in Real
Estate, Net

 

Encumbrances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholly Owned Unencumbered

 

438

 

97,902

 

$

11,453,690,644

 

$

(2,006,699,313

)

$

9,446,991,331

 

$

 

Wholly Owned Encumbered

 

108

 

48,540

 

5,221,601,153

 

(936,392,757

)

4,285,208,396

 

1,923,428,819

 

Portfolio/Entity Encumbrances (1)

 

 

 

 

 

 

893,451,149

 

Wholly Owned Properties

 

546

 

146,442

 

16,675,291,797

 

(2,943,092,070

)

13,732,199,727

 

2,816,879,968

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partially Owned Unencumbered

 

2

 

483

 

99,157,051

 

(7,660,504

)

91,496,547

 

 

Partially Owned Encumbered

 

23

 

4,390

 

460,726,265

 

(71,727,221

)

388,999,044

 

361,343,204

 

Partially Owned Properties

 

25

 

4,873

 

559,883,316

 

(79,387,725

)

480,495,591

 

361,343,204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Unencumbered Properties

 

440

 

98,385

 

11,552,847,695

 

(2,014,359,817

)

9,538,487,878

 

 

Total Encumbered Properties

 

131

 

52,930

 

5,682,327,418

 

(1,008,119,978

)

4,674,207,440

 

3,178,223,172

 

Total Consolidated Investment in Real Estate

 

571

 

151,315

 

$

17,235,175,113

 

$

(3,022,479,795

)

$

14,212,695,318

 

$

3,178,223,172

 


(I) See attached Encumbrances Reconciliation.

 

S-1



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

Encumbrances Reconciliation

December 31, 2006

 

Portfolio/Entity Encumbrances

 

Number of
Properties
Encumbered By

 

See Properties
With Note:

 

Amount

 

 

 

 

 

 

 

 

 

EQR Arbors Financing LP

 

1

 

(K)

 

$

13,265,000

 

EQR-Bond Partnership

 

10

 

(L)

 

144,514,000

 

GPT-Windsor, LLC

 

16*

 

(M)

 

63,000,000

 

EQR-Codelle, LP

 

10

 

(N)

 

114,553,427

 

EQR-Conner, LP

 

14

 

(O)

 

198,301,191

 

EQR-FANCAP 2000A LP

 

11

 

(P)

 

148,333,000

 

EQR-Fankey 2004 Ltd. Pship

 

8

 

(Q)

 

211,484,531

 

 

 

 

 

 

 

 

 

Portfolio/Entity Encumbrances

 

 

 

 

 

893,451,149

 

Individual Property Encumbrances

 

 

 

 

 

2,284,772,023

 

 

 

 

 

 

 

 

 

Total Encumbrances per Financial Statements

 

 

 

 

 

$

3,178,223,172

 

 


* Collateral also includes $2.7 million invested in U.S. Treasury Securities which is included in Deposits - Restricted in the accompanying consolidated balance sheets at December 31, 2006.

 

S-2



 

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

(Amounts in thousands)

 

The changes in total real estate for the years ended December 31, 2006, 2005 and 2004 are as follows:

 

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

16,590,370

 

$

14,852,621

 

$

12,874,379

 

Acquisitions and development

 

2,252,039

 

2,906,414

 

2,563,612

 

Improvements

 

265,832

 

250,110

 

218,724

 

Dispositions and other

 

(1,873,066

)

(1,418,775

)

(804,094

)

Balance, end of year

 

$

17,235,175

 

$

16,590,370

 

$

14,852,621

 

 

The changes in accumulated depreciation for the years ended December 31, 2006, 2005, and 2004 are as follows:

 

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

2,888,140

 

$

2,599,827

 

$

2,296,013

 

Depreciation

 

592,637

 

528,152

 

496,422

 

Dispositions and other

 

(458,297

)

(239,839

)

(192,608

)

Balance, end of year

 

$

3,022,480

 

$

2,888,140

 

$

2,599,827

 

 

S-3



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsequent to

 

 

 

Gross Amount Carried

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial Cost to

 

 

 

Acquisition

 

 

 

at Close of

 

 

 

 

 

 

 

 

 

 

 

Description

 

 

 

 

 

Company

 

 

 

(Improvements, net) (E)

 

 

 

Period 12/31/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of

 

 

 

 

 

Building &

 

 

 

Building &

 

 

 

Building &

 

 

 

Accumulated

 

Investment in Real

 

 

 

Apartment Name

 

Location

 

Construction

 

Units (I)

 

Land

 

Fixtures

 

Land

 

Fixtures

 

Land

 

Fixtures (A)

 

Total (B)

 

Depreciation (C)

 

Estate, Net at 12/31/06

 

Encumbrances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQR Wholly Owned Unencumbered:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107 Lawrence

 

Brooklyn, NY

 

(F)

 

 

27,605,161

 

$

210,067

 

$

 

$

 

$

27,605,161

 

$

210,067

 

$

27,815,228

 

$

 

$

27,815,228

 

$

 

2300 Elliott

 

Seattle, WA

 

1992

 

92

 

796,800

 

7,173,725

 

 

4,498,851

 

796,800

 

11,672,576

 

12,469,376

 

(5,768,648

)

6,700,728

 

 

303 Third Street - Residential

 

Cambridge, MA

 

(F)

 

 

27,812,384

 

28,065,881

 

 

 

27,812,384

 

28,065,881

 

55,878,265

 

 

55,878,265

 

 

500 Elliott, LLC

 

Seattle, WA (G)

 

2001

 

8

 

966,158

 

1,625,708

 

 

(298,337

)

966,158

 

1,327,370

 

2,293,528

 

 

2,293,528

 

 

71 Broadway

 

New York, NY (G)

 

1997

 

238

 

22,611,600

 

77,491,686

 

 

324,536

 

22,611,600

 

77,816,223

 

100,427,823

 

(6,728,503

)

93,699,319

 

 

77 Hudson

 

Jersey City, NJ

 

(F)

 

 

28,170,659

 

15,650,251

 

 

 

28,170,659

 

15,650,251

 

43,820,910

 

 

43,820,910

 

 

420 East 80th Street

 

New York, NY

 

1961

 

155

 

39,277,000

 

22,976,681

 

 

(678

)

39,277,000

 

22,976,003

 

62,253,003

 

(322,377

)

61,930,626

 

 

600 Washington

 

New York, NY (G)

 

2004

 

135

 

32,852,000

 

43,140,551

 

 

2,030

 

32,852,000

 

43,142,581

 

75,994,581

 

(2,633,563

)

73,361,019

 

 

Abington Glen

 

Abington, MA

 

1968

 

90

 

553,105

 

3,697,396

 

 

1,939,825

 

553,105

 

5,637,221

 

6,190,327

 

(1,323,816

)

4,866,511

 

 

Acacia Creek

 

Scottsdale, AZ

 

1988-1994

 

304

 

3,663,473

 

21,172,386

 

 

1,910,460

 

3,663,473

 

23,082,847

 

26,746,320

 

(7,582,253

)

19,164,067

 

 

Alborada

 

Fremont, CA

 

1999

 

442

 

24,310,000

 

59,214,129

 

 

1,539,697

 

24,310,000

 

60,753,826

 

85,063,826

 

(14,438,092

)

70,625,734

 

 

Alexander on Ponce

 

Atlanta, GA

 

2003

 

330

 

9,900,000

 

35,819,022

 

 

401,189

 

9,900,000

 

36,220,211

 

46,120,211

 

(2,282,467

)

43,837,744

 

 

Alexandria at Lake Buena Vista

 

Orlando, FL

 

2000

 

336

 

11,760,000

 

40,542,177

 

 

1,045,771

 

11,760,000

 

41,587,948

 

53,347,948

 

(2,390,411

)

50,957,537

 

 

Arbors of Brentwood

 

Nashville, TN

 

1986

 

346

 

404,670

 

13,535,919

 

 

4,185,885

 

404,670

 

17,721,804

 

18,126,474

 

(8,395,734

)

9,730,740

 

 

Ashley Park at Brier Creek

 

Raleigh, NC

 

2002

 

374

 

5,610,000

 

31,467,489

 

 

1,635,301

 

5,610,000

 

33,102,790

 

38,712,790

 

(2,789,282

)

35,923,509

 

 

Ashton, The

 

Corona Hills, CA

 

1986

 

492

 

2,594,264

 

33,042,398

 

 

3,935,511

 

2,594,264

 

36,977,909

 

39,572,173

 

(12,206,098

)

27,366,075

 

 

Aspen Crossing

 

Silver Spring, MD

 

1979

 

192

 

2,880,000

 

8,551,377

 

 

2,586,168

 

2,880,000

 

11,137,546

 

14,017,546

 

(3,534,475

)

10,483,071

 

 

Audubon Village

 

Tampa, FL

 

1990

 

447

 

3,576,000

 

26,121,909

 

 

2,029,250

 

3,576,000

 

28,151,159

 

31,727,159

 

(8,490,754

)

23,236,405

 

 

Auvers Village

 

Orlando, FL

 

1991

 

480

 

3,840,000

 

29,322,243

 

 

2,602,927

 

3,840,000

 

31,925,170

 

35,765,170

 

(9,903,937

)

25,861,234

 

 

Avenue Royale

 

Jacksonville, FL

 

2001

 

200

 

5,000,000

 

17,785,388

 

 

391,054

 

5,000,000

 

18,176,442

 

23,176,442

 

(1,476,970

)

21,699,472

 

 

Azure Creek at Tatum Ranch

 

Phoenix, AZ

 

2001

 

160

 

8,778,000

 

17,840,790

 

 

409,690

 

8,778,000

 

18,250,480

 

27,028,480

 

(714,342

)

26,314,139

 

 

Balcones Club

 

Austin, TX

 

1984

 

312

 

2,185,500

 

10,119,232

 

 

2,799,645

 

2,185,500

 

12,918,877

 

15,104,377

 

(4,782,660

)

10,321,717

 

 

Barrington Place

 

Oviedo, FL

 

1998

 

233

 

6,990,000

 

15,740,374

 

 

126,688

 

6,990,000

 

15,867,062

 

22,857,062

 

(700,171

)

22,156,890

 

 

Bay Ridge

 

San Pedro, CA

 

1987

 

60

 

2,401,300

 

2,176,963

 

 

583,314

 

2,401,300

 

2,760,277

 

5,161,577

 

(1,053,383

)

4,108,194

 

 

Bayside at the Islands

 

Gilbert, AZ

 

1989

 

272

 

3,306,484

 

15,573,006

 

 

2,050,029

 

3,306,484

 

17,623,035

 

20,929,519

 

(6,016,204

)

14,913,315

 

 

Bell Road I & II

 

Nashville, TN

 

(F)

 

 

3,100,000

 

1,120,214

 

 

 

3,100,000

 

1,120,214

 

4,220,214

 

 

4,220,214

 

 

Bella Vista I & II

 

Los Angeles, CA

 

2003

 

315

 

16,883,410

 

61,671,977

 

 

529,479

 

16,883,410

 

62,201,456

 

79,084,866

 

(6,719,808

)

72,365,058

 

 

Bella Vista III

 

Los Angeles, CA

 

(F)

 

 

14,799,344

 

44,882,173

 

 

 

14,799,344

 

44,882,173

 

59,681,518

 

 

59,681,518

 

 

Bella Vista

 

Phoenix, AZ

 

1995

 

248

 

2,978,879

 

20,641,333

 

 

2,769,148

 

2,978,879

 

23,410,482

 

26,389,361

 

(7,013,886

)

19,375,474

 

 

Bellagio Apartment Homes

 

Scottsdale, AZ

 

1995

 

202

 

2,626,000

 

16,025,041

 

 

552,328

 

2,626,000

 

16,577,369

 

19,203,369

 

(1,690,463

)

17,512,906

 

 

Belle Arts Condominium Homes, LLC

 

Bellevue, WA

 

2000

 

128

 

5,678,370

 

24,655,908

 

 

46,857

 

5,678,370

 

24,702,764

 

30,381,134

 

 

30,381,134

 

 

Bellevue Meadows

 

Bellevue, WA

 

1983

 

180

 

4,507,100

 

12,574,814

 

 

2,338,278

 

4,507,100

 

14,913,093

 

19,420,193

 

(4,212,491

)

15,207,702

 

 

Beneva Place

 

Sarasota, FL

 

1986

 

192

 

1,344,000

 

9,665,447

 

 

1,211,761

 

1,344,000

 

10,877,208

 

12,221,208

 

(3,313,743

)

8,907,465

 

 

Bermuda Cove

 

Jacksonville, FL

 

1989

 

350

 

1,503,000

 

19,561,896

 

 

3,594,399

 

1,503,000

 

23,156,295

 

24,659,295

 

(6,975,137

)

17,684,158

 

 

Bishop Park

 

Winter Park, FL

 

1991

 

324

 

2,592,000

 

17,990,436

 

 

2,759,444

 

2,592,000

 

20,749,880

 

23,341,880

 

(6,771,015

)

16,570,865

 

 

Braewood, LLC

 

Bothell, WA

 

1999/2000

 

2

 

57,582

 

239,610

 

 

29,813

 

57,582

 

269,423

 

327,005

 

 

327,005

 

 

Bramblewood

 

San Jose, CA

 

1986

 

108

 

5,190,700

 

9,659,184

 

 

653,840

 

5,190,700

 

10,313,025

 

15,503,725

 

(3,180,360

)

12,323,364

 

 

Brentwood

 

Vancouver, WA

 

1990

 

296

 

1,357,221

 

12,202,521

 

 

2,062,577

 

1,357,221

 

14,265,098

 

15,622,320

 

(6,293,490

)

9,328,830

 

 

Breton Mill

 

Houston, TX

 

1986

 

392

 

212,820

 

8,547,263

 

 

1,990,798

 

212,820

 

10,538,061

 

10,750,881

 

(5,241,611

)

5,509,270

 

 

Bridford Lakes II

 

Greensboro, NC

 

(F)

 

 

1,100,564

 

792,509

 

 

 

1,100,564

 

792,509

 

1,893,073

 

 

1,893,073

 

 

Bridgeport

 

Raleigh, NC

 

1990

 

276

 

1,296,700

 

11,666,278

 

 

1,541,285

 

1,296,700

 

13,207,564

 

14,504,264

 

(6,427,922

)

8,076,341

 

 

Bridgewater at Wells Crossing

 

Orange Park, FL

 

1986

 

288

 

2,160,000

 

13,347,549

 

 

1,221,537

 

2,160,000

 

14,569,086

 

16,729,086

 

(4,041,899

)

12,687,186

 

 

Broadway

 

Garland, TX

 

1983

 

288

 

1,443,700

 

7,790,989

 

 

2,100,689

 

1,443,700

 

9,891,678

 

11,335,378

 

(3,722,784

)

7,612,594

 

 

Brookside (CO)

 

Boulder, CO

 

1993

 

144

 

3,600,400

 

10,211,159

 

 

619,154

 

3,600,400

 

10,830,313

 

14,430,713

 

(3,356,877

)

11,073,836

 

 

Brookside II (MD)

 

Frederick, MD

 

1979

 

204

 

2,450,800

 

6,913,202

 

 

1,955,989

 

2,450,800

 

8,869,191

 

11,319,991

 

(3,086,573

)

8,233,419

 

 

Cambridge at Hickory Hollow

 

Antioch, TN

 

1997

 

360

 

3,240,800

 

17,900,033

 

 

1,342,665

 

3,240,800

 

19,242,698

 

22,483,498

 

(6,648,883

)

15,834,615

 

 

Cambridge Estates

 

Norwich, CT

 

1977

 

92

 

590,185

 

3,945,265

 

 

404,392

 

590,185

 

4,349,657

 

4,939,842

 

(1,046,975

)

3,892,867

 

 

Camellero

 

Scottsdale, AZ

 

1979

 

348

 

1,924,900

 

17,324,593

 

 

4,779,600

 

1,924,900

 

22,104,193

 

24,029,093

 

(10,449,088

)

13,580,005

 

 

Canyon Crest

 

Santa Clarita, CA

 

1993

 

158

 

2,370,000

 

10,141,878

 

 

1,606,610

 

2,370,000

 

11,748,489

 

14,118,489

 

(3,332,190

)

10,786,298

 

 

Canyon Ridge

 

San Diego, CA

 

1989

 

162

 

4,869,448

 

11,955,064

 

 

1,172,039

 

4,869,448

 

13,127,103

 

17,996,551

 

(4,336,837

)

13,659,713

 

 

Carlyle Mill

 

Alexandria, VA

 

2002

 

317

 

10,000,000

 

51,368,058

 

 

2,810,598

 

10,000,000

 

54,178,657

 

64,178,657

 

(6,908,594

)

57,270,062

 

 

Carmel Terrace

 

San Diego, CA

 

1988-89

 

384

 

2,288,300

 

20,596,281

 

 

5,595,116

 

2,288,300

 

26,191,397

 

28,479,697

 

(10,034,342

)

18,445,355

 

 

Casa Capricorn

 

San Diego, CA

 

1981

 

192

 

1,262,700

 

11,365,093

 

 

2,471,705

 

1,262,700

 

13,836,799

 

15,099,499

 

(5,213,614

)

9,885,885

 

 

Casa Ruiz

 

San Diego, CA

 

1976-1986

 

196

 

3,922,400

 

9,389,153

 

 

2,384,821

 

3,922,400

 

11,773,975

 

15,696,375

 

(4,165,558

)

11,530,817

 

 

Cascade at Landmark

 

Alexandria, VA

 

1990

 

277

 

3,603,400

 

19,657,554

 

 

3,143,091

 

3,603,400

 

22,800,644

 

26,404,044

 

(8,144,168

)

18,259,876

 

 

CenterPointe

 

Beaverton, OR

 

1996

 

264

 

3,421,535

 

15,708,853

 

 

2,223,580

 

3,421,535

 

17,932,433

 

21,353,968

 

(3,907,448

)

17,446,520

 

 

Centre Club

 

Ontario, CA

 

1994

 

312

 

5,616,000

 

23,485,891

 

 

1,510,601

 

5,616,000

 

24,996,492

 

30,612,492

 

(5,869,598

)

24,742,894

 

 

Centre Club II

 

Ontario, CA

 

2002

 

100

 

1,820,000

 

9,528,898

 

 

204,951

 

1,820,000

 

9,733,849

 

11,553,849

 

(1,690,078

)

9,863,771

 

 

Champion Oaks

 

Houston, TX

 

1984

 

252

 

931,900

 

8,389,394

 

 

1,843,161

 

931,900

 

10,232,555

 

11,164,455

 

(4,716,988

)

6,447,467

 

 

Chandler Court

 

Chandler, AZ

 

1987

 

312

 

1,353,100

 

12,175,173

 

 

3,052,915

 

1,353,100

 

15,228,087

 

16,581,187

 

(6,692,817

)

9,888,370

 

 

Chantecleer Lakes Condominium Homes

 

Naperville, IL

 

1986

 

98

 

2,198,362

 

5,409,097

 

 

1,576,810

 

2,198,362

 

6,985,907

 

9,184,269

 

(1,835,502

)

7,348,767

 

 

Chatelaine Park

 

Duluth, GA

 

1995

 

303

 

1,818,000

 

24,489,671

 

 

1,037,802

 

1,818,000

 

25,527,473

 

27,345,473

 

(7,511,459

)

19,834,014

 

 

Chelsea Square

 

Redmond, WA

 

1991

 

113

 

3,397,100

 

9,289,074

 

 

503,639

 

3,397,100

 

9,792,713

 

13,189,813

 

(3,037,454

)

10,152,360

 

 

Chestnut Hills

 

Puyallup, WA

 

1991

 

157

 

756,300

 

6,806,635

 

 

995,919

 

756,300

 

7,802,554

 

8,558,854

 

(2,913,367

)

5,645,486

 

 

Chinatown Gateway (Land)

 

Los Angeles, CA

 

(F)

 

 

13,191,831

 

3,991,333

 

 

 

13,191,831

 

3,991,333

 

17,183,164

 

 

17,183,164

 

 

Cimarron Ridge

 

Aurora, CO

 

1984

 

296

 

1,591,100

 

14,320,031

 

 

2,545,944

 

1,591,100

 

16,865,975

 

18,457,075

 

(6,598,783

)

11,858,292

 

 

City View (GA)

 

Atlanta, GA (G)

 

2003

 

202

 

6,440,800

 

19,992,518

 

 

632,851

 

6,440,800

 

20,625,369

 

27,066,169

 

(1,708,955

)

25,357,214

 

 

Clarion

 

Decatur, GA

 

1990

 

217

 

1,504,300

 

13,537,919

 

 

1,508,419

 

1,504,300

 

15,046,339

 

16,550,639

 

(4,999,128

)

11,551,511

 

 

Clarys Crossing

 

Columbia, MD

 

1984

 

198

 

891,000

 

15,489,721

 

 

1,543,279

 

891,000

 

17,033,000

 

17,924,000

 

(5,209,534

)

12,714,465

 

 

Club at the Green

 

Beaverton, OR

 

1991

 

254

 

2,030,950

 

12,616,747

 

 

1,967,019

 

2,030,950

 

14,583,766

 

16,614,716

 

(5,483,038

)

11,131,679

 

 

Coach Lantern

 

Scarborough, ME

 

1971/1981

 

90

 

452,900

 

4,405,723

 

 

794,424

 

452,900

 

5,200,147

 

5,653,047

 

(1,766,626

)

3,886,421

 

 

Coachman Trails

 

Plymouth, MN

 

1987

 

154

 

1,227,000

 

9,517,381

 

 

1,029,605

 

1,227,000

 

10,546,986

 

11,773,986

 

(3,457,671

)

8,316,315

 

 

Coconut Palm Club

 

Coconut Creek, GA

 

1992

 

300

 

3,001,700

 

17,678,928

 

 

1,476,372

 

3,001,700

 

19,155,300

 

22,157,000

 

(6,129,308

)

16,027,692

 

 

Colinas Pointe

 

Denver, CO

 

1986

 

272

 

1,587,400

 

14,285,902

 

 

1,463,344

 

1,587,400

 

15,749,246

 

17,336,646

 

(5,605,917

)

11,730,729

 

 

Collier Ridge

 

Atlanta, GA

 

1980

 

300

 

5,100,000

 

20,425,822

 

 

4,033,049

 

5,100,000

 

24,458,871

 

29,558,871

 

(7,419,956

)

22,138,915

 

 

Colorado Pointe

 

Denver, CO

 

2006

 

193

 

5,790,000

 

28,815,766

 

 

58,843

 

5,790,000

 

28,874,609

 

34,664,609

 

(716,602

)

33,948,007

 

 

Copper Canyon

 

Highlands Ranch, CO

 

1999

 

222

 

1,443,000

 

16,251,114

 

 

793,560

 

1,443,000

 

17,044,673

 

18,487,673

 

(4,703,098

)

13,784,575

 

 

Copper Creek

 

Tempe, AZ

 

1984

 

144

 

1,017,400

 

9,148,068

 

 

1,255,555

 

1,017,400

 

10,403,623

 

11,421,023

 

(3,772,096

)

7,648,926

 

 

Copper Terrace

 

Orlando, FL

 

1989

 

300

 

1,200,000

 

17,887,868

 

 

2,648,075

 

1,200,000

 

20,535,943

 

21,735,943

 

(6,269,942

)

15,466,001

 

 

Cortona at Dana Park

 

Mesa, AZ

 

1986

 

222

 

2,028,939

 

12,466,128

 

 

1,671,892

 

2,028,939

 

14,138,020

 

16,166,959

 

(4,898,170

)

11,268,789

 

 

Country Brook

 

Chandler, AZ

 

1986-1996

 

396

 

1,505,219

 

29,542,535

 

 

2,370,420

 

1,505,219

 

31,912,955

 

33,418,174

 

(10,347,720

)

23,070,454

 

 

Country Gables

 

Beaverton, OR

 

1991

 

288

 

1,580,500

 

14,215,444

 

 

2,819,737

 

1,580,500

 

17,035,181

 

18,615,681

 

(6,510,077

)

12,105,603

 

 

Cove at Boynton Beach I

 

Boynton Beach, FL

 

1996

 

252

 

12,600,000

 

31,590,391

 

 

332,720

 

12,600,000

 

31,923,111

 

44,523,111

 

(2,251,184

)

42,271,927

 

 

Cove at Boynton Beach II

 

Boynton Beach, FL

 

1998

 

296

 

14,800,000

 

37,874,719

 

 

 

14,800,000

 

37,874,719

 

52,674,719

 

(2,646,714

)

50,028,005

 

 

Cove at Fishers Landing

 

Vancouver, WA

 

1993

 

253

 

2,277,000

 

15,656,887

 

 

700,518

 

2,277,000

 

16,357,405

 

18,634,405

 

(3,138,452

)

15,495,953

 

 

Creekside Village

 

Mountlake Terrace, WA

 

1987

 

512

 

2,807,600

 

25,270,594

 

 

3,299,425

 

2,807,600

 

28,570,019

 

31,377,619

 

(12,817,564

)

18,560,055

 

 

Creekwood

 

Charlotte, NC

 

1987-1990

 

384

 

1,861,700

 

16,740,569

 

 

2,145,322

 

1,861,700

 

18,885,890

 

20,747,590

 

(6,669,019

)

14,078,571

 

 

Crescent at Cherry Creek

 

Denver, CO

 

1994

 

216

 

2,594,000

 

15,149,470

 

 

1,076,462

 

2,594,000

 

16,225,932

 

18,819,932

 

(5,424,098

)

13,395,834

 

 

Crosswinds

 

St. Petersburg, FL

 

1986

 

208

 

1,561,200

 

5,756,822

 

 

1,552,636

 

1,561,200

 

7,309,457

 

8,870,657

 

(2,850,054

)

6,020,603

 

 

Crowntree Lakes

 

Orlando, FL

 

(F)

 

 

12,009,630

 

206,669

 

 

 

12,009,630

 

206,669

 

12,216,299

 

 

12,216,299

 

 

Crystal Village

 

Attleboro, MA

 

1974

 

91

 

1,369,000

 

4,989,028

 

 

2,177,092

 

1,369,000

 

7,166,120

 

8,535,120

 

(2,507,884

)

6,027,236

 

 

Cypress Lake at Waterford

 

Orlando, Fl

 

2001

 

316

 

7,000,000

 

27,654,816

 

 

773,349

 

7,000,000

 

28,428,165

 

35,428,165

 

(3,229,623

)

32,198,542

 

 

 

S-4



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsequent to

 

 

 

Gross Amount Carried

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial Cost to

 

 

 

Acquisition

 

 

 

at Close of

 

 

 

 

 

 

 

 

 

 

 

Description

 

 

 

 

 

Company

 

 

 

(Improvements, net) (E)

 

 

 

Period 12/31/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of

 

 

 

 

 

Building &

 

 

 

Building &

 

 

 

Building &

 

 

 

Accumulated

 

Investment in Real

 

 

 

Apartment Name

 

Location

 

Construction

 

Units (I)

 

Land

 

Fixtures

 

Land

 

Fixtures

 

Land

 

Fixtures (A)

 

Total (B)

 

Depreciation (C)

 

Estate, Net at 12/31/06

 

Encumbrances

 

Dartmouth Woods

 

Lakewood, CO

 

1990

 

201

 

1,609,800

 

10,832,754

 

 

1,379,477

 

1,609,800

 

12,212,231

 

13,822,031

 

(4,419,618

)

9,402,414

 

 

Dean Estates

 

Taunton, MA

 

1984

 

58

 

498,080

 

3,329,560

 

 

475,797

 

498,080

 

3,805,357

 

4,303,437

 

(918,462

)

3,384,975

 

 

Deerwood (SD)

 

San Diego, CA

 

1990

 

316

 

2,082,095

 

18,739,815

 

 

5,532,754

 

2,082,095

 

24,272,569

 

26,354,664

 

(12,324,380

)

14,030,284

 

 

Defoor Village

 

Atlanta, GA

 

1997

 

156

 

2,966,400

 

10,570,210

 

 

1,785,266

 

2,966,400

 

12,355,477

 

15,321,877

 

(3,697,813

)

11,624,064

 

 

Desert Homes

 

Phoenix, AZ

 

1982

 

412

 

1,481,050

 

13,390,249

 

 

3,541,588

 

1,481,050

 

16,931,837

 

18,412,887

 

(7,202,820

)

11,210,066

 

 

Duraleigh Woods

 

Raleigh, NC

 

1987

 

362

 

1,629,000

 

19,917,750

 

 

3,061,396

 

1,629,000

 

22,979,145

 

24,608,145

 

(7,470,099

)

17,138,047

 

 

Eagle Canyon

 

Chino Hills, CA

 

1985

 

252

 

1,808,900

 

16,426,168

 

 

2,671,769

 

1,808,900

 

19,097,937

 

20,906,837

 

(6,842,353

)

14,064,484

 

 

Emerson Place

 

Boston, MA (G)

 

1962

 

444

 

14,855,000

 

57,566,636

 

 

12,924,634

 

14,855,000

 

70,491,269

 

85,346,269

 

(24,626,242

)

60,720,027

 

 

Emerson Place/CRP II

 

Boston, MA

 

(F)

 

 

 

42,597,465

 

 

 

 

42,597,465

 

42,597,465

 

 

42,597,465

 

 

Enclave at Winston Park

 

Coconut Creek, FL

 

1995

 

278

 

5,560,000

 

19,939,324

 

 

834,324

 

5,560,000

 

20,773,648

 

26,333,648

 

(4,021,894

)

22,311,754

 

 

Enclave, The

 

Tempe, AZ

 

1994

 

204

 

1,500,192

 

19,281,399

 

 

928,687

 

1,500,192

 

20,210,085

 

21,710,277

 

(6,445,362

)

15,264,915

 

 

Estates at Wellington Green

 

Wellington, FL

 

2003

 

400

 

20,000,000

 

64,790,850

 

 

349,308

 

20,000,000

 

65,140,158

 

85,140,158

 

(2,901,329

)

82,238,829

 

 

Estates at Maitland Summit

 

Orlando, FL

 

1998

 

272

 

9,520,000

 

28,301,909

 

 

6,246

 

9,520,000

 

28,308,155

 

37,828,155

 

(491,690

)

37,336,465

 

 

Estates at Phipps

 

Atlanta, GA

 

1996

 

234

 

9,360,000

 

29,705,236

 

 

1,651,994

 

9,360,000

 

31,357,230

 

40,717,230

 

(2,260,013

)

38,457,217

 

 

Estates at Tanglewood

 

Westminster, CO

 

2003

 

504

 

7,560,000

 

51,256,538

 

 

680,745

 

7,560,000

 

51,937,283

 

59,497,283

 

(3,931,705

)

55,565,578

 

 

Fairfield

 

Stamford, CT (G)

 

1996

 

263

 

6,510,200

 

39,690,120

 

 

3,844,536

 

6,510,200

 

43,534,656

 

50,044,856

 

(12,747,627

)

37,297,229

 

 

Fairland Gardens

 

Silver Spring, MD

 

1981

 

400

 

6,000,000

 

19,972,183

 

 

4,285,270

 

6,000,000

 

24,257,453

 

30,257,453

 

(7,346,146

)

22,911,307

 

 

Fairway Greens, LLC

 

Pembroke Pines, FL

 

1987

 

2

 

12,622

 

140,229

 

 

(3,961

)

12,622

 

136,268

 

148,890

 

(37,812

)

111,078

 

 

Farnham Park

 

Houston, TX

 

1996

 

216

 

1,512,600

 

14,233,760

 

 

899,939

 

1,512,600

 

15,133,699

 

16,646,299

 

(4,940,281

)

11,706,017

 

 

Fifth Avenue North Combined

 

Seattle, WA (G)

 

2002

 

6

 

489,188

 

826,405

 

 

(400,162

)

489,188

 

426,242

 

915,430

 

 

915,430

 

 

Four Lakes Athletic Club

 

Lisle, IL (G)

 

N/A

 

 

50,000

 

153,489

 

 

227,651

 

50,000

 

381,140

 

431,140

 

(88,962

)

342,178

 

 

Fox Run (WA)

 

Federal Way, WA

 

1988

 

144

 

639,700

 

5,765,018

 

 

1,212,156

 

639,700

 

6,977,174

 

7,616,874

 

(3,276,285

)

4,340,590

 

 

Fox Run II (WA)

 

Federal Way, WA

 

1988

 

18

 

80,000

 

1,286,139

 

 

53,086

 

80,000

 

1,339,225

 

1,419,225

 

(184,368

)

1,234,857

 

 

Foxcroft

 

Scarborough, ME

 

1977/1979

 

104

 

523,400

 

4,527,409

 

 

832,452

 

523,400

 

5,359,861

 

5,883,261

 

(1,828,747

)

4,054,514

 

 

Gables Grand Plaza

 

Coral Gables, FL (G)

 

1998

 

195

 

 

44,601,000

 

 

1,015,213

 

 

45,616,213

 

45,616,213

 

(5,208,168

)

40,408,045

 

 

Gatehouse at Pine Lake

 

Pembroke Pines, FL

 

1990

 

296

 

1,896,600

 

17,070,795

 

 

1,812,803

 

1,896,600

 

18,883,598

 

20,780,198

 

(7,094,803

)

13,685,395

 

 

Gatehouse on the Green

 

Plantation, FL

 

1990

 

312

 

2,228,200

 

20,056,270

 

 

2,444,883

 

2,228,200

 

22,501,153

 

24,729,353

 

(8,394,116

)

16,335,237

 

 

Gates of Redmond

 

Redmond, WA

 

1979

 

180

 

2,306,100

 

12,064,015

 

 

1,292,538

 

2,306,100

 

13,356,553

 

15,662,653

 

(4,602,577

)

11,060,075

 

 

Gateway at Malden Center

 

Malden, MA (G)

 

1988

 

203

 

9,209,780

 

25,722,666

 

 

3,349,436

 

9,209,780

 

29,072,102

 

38,281,882

 

(4,225,495

)

34,056,387

 

 

Gatewood

 

Pleasanton, CA

 

1985

 

200

 

6,796,511

 

20,249,392

 

 

1,465,733

 

6,796,511

 

21,715,125

 

28,511,636

 

(3,050,358

)

25,461,278

 

 

Glastonbury Center

 

Glastonbury, CT

 

1962

 

105

 

852,606

 

5,699,497

 

 

550,273

 

852,606

 

6,249,770

 

7,102,376

 

(1,532,652

)

5,569,724

 

 

Gramercy Park

 

Houston, TX

 

1998

 

384

 

3,957,000

 

22,075,243

 

 

1,763,341

 

3,957,000

 

23,838,584

 

27,795,584

 

(4,956,657

)

22,838,927

 

 

Granada Highlands

 

Malden, MA (G)

 

1972

 

919

 

28,210,000

 

99,944,576

 

 

21,184,728

 

28,210,000

 

121,129,305

 

149,339,305

 

(31,588,191

)

117,751,113

 

 

Grandeville at River Place

 

Oviedo, FL

 

2002

 

280

 

6,000,000

 

23,114,693

 

 

1,117,815

 

6,000,000

 

24,232,508

 

30,232,508

 

(2,933,052

)

27,299,456

 

 

Greenfield Village

 

Rocky Hill , CT

 

1965

 

151

 

911,534

 

6,093,418

 

 

494,673

 

911,534

 

6,588,092

 

7,499,626

 

(1,561,181

)

5,938,445

 

 

Greentree 1

 

Glen Burnie, MD

 

1973

 

350

 

3,912,968

 

11,784,021

 

 

5,618,784

 

3,912,968

 

17,402,805

 

21,315,773

 

(4,926,427

)

16,389,346

 

 

Greentree 2

 

Glen Burnie, MD

 

1973

 

239

 

2,700,000

 

8,246,737

 

 

3,743,353

 

2,700,000

 

11,990,090

 

14,690,090

 

(3,119,348

)

11,570,741

 

 

Greentree 3

 

Glen Burnie, MD

 

1973

 

207

 

2,380,443

 

7,270,294

 

 

3,263,587

 

2,380,443

 

10,533,881

 

12,914,324

 

(2,712,856

)

10,201,468

 

 

Hammocks Place

 

Miami, FL

 

1986

 

296

 

319,180

 

12,513,467

 

 

2,144,153

 

319,180

 

14,657,620

 

14,976,800

 

(7,053,999

)

7,922,801

 

 

Hamptons

 

Puyallup, WA

 

1991

 

230

 

1,119,200

 

10,075,844

 

 

1,220,603

 

1,119,200

 

11,296,447

 

12,415,647

 

(4,116,061

)

8,299,586

 

 

Harborview

 

San Pedro, CA

 

1985

 

160

 

6,402,500

 

12,627,347

 

 

1,516,656

 

6,402,500

 

14,144,003

 

20,546,503

 

(5,153,082

)

15,393,421

 

 

Harbour Town

 

Boca Raton, FL

 

1985

 

392

 

11,760,000

 

20,190,252

 

 

4,862,069

 

11,760,000

 

25,052,321

 

36,812,321

 

(7,104,611

)

29,707,710

 

 

Hathaway

 

Long Beach, CA

 

1987

 

385

 

2,512,500

 

22,611,912

 

 

4,084,554

 

2,512,500

 

26,696,465

 

29,208,965

 

(10,830,627

)

18,378,338

 

 

Heights on Capitol Hill

 

Seattle, WA (G)

 

2006

 

104

 

5,425,000

 

21,102,842

 

 

3,400

 

5,425,000

 

21,106,242

 

26,531,242

 

(77,367

)

26,453,874

 

 

Heritage Ridge

 

Lynwood, WA

 

1999

 

197

 

6,895,000

 

18,983,597

 

 

32,613

 

6,895,000

 

19,016,210

 

25,911,210

 

(444,572

)

25,466,638

 

 

Heritage, The

 

Phoenix, AZ

 

1995

 

204

 

1,211,205

 

13,136,903

 

 

876,356

 

1,211,205

 

14,013,259

 

15,224,464

 

(4,599,536

)

10,624,929

 

 

Heron Pointe

 

Boynton Beach, FL

 

1989

 

192

 

1,546,700

 

7,774,676

 

 

1,285,073

 

1,546,700

 

9,059,749

 

10,606,449

 

(3,449,996

)

7,156,453

 

 

Hidden Lakes

 

Haltom City, TX

 

1996

 

312

 

1,872,000

 

20,242,109

 

 

1,382,580

 

1,872,000

 

21,624,689

 

23,496,689

 

(6,530,976

)

16,965,712

 

 

Hidden Oaks

 

Cary, NC

 

1988

 

216

 

1,178,600

 

10,614,135

 

 

2,045,175

 

1,178,600

 

12,659,310

 

13,837,910

 

(4,667,272

)

9,170,638

 

 

Hidden Palms

 

Tampa, FL

 

1986

 

256

 

2,049,600

 

6,345,885

 

 

1,917,063

 

2,049,600

 

8,262,948

 

10,312,548

 

(3,281,502

)

7,031,046

 

 

Highland Glen

 

Westwood, MA

 

1979

 

180

 

2,229,095

 

16,828,153

 

 

875,906

 

2,229,095

 

17,704,060

 

19,933,155

 

(3,799,499

)

16,133,656

 

 

Highlands, The

 

Scottsdale, AZ

 

1990

 

272

 

11,823,840

 

31,990,970

 

 

1,988,178

 

11,823,840

 

33,979,148

 

45,802,988

 

(1,292,483

)

44,510,505

 

 

Hudson Crossing

 

New York, NY (G)

 

2003

 

259

 

23,420,000

 

70,086,385

 

 

221,972

 

23,420,000

 

70,308,357

 

93,728,357

 

(6,183,117

)

87,545,240

 

 

Hudson Crossing II

 

New York, NY

 

(F)

 

 

13,177,769

 

3,517,127

 

 

 

13,177,769

 

3,517,127

 

16,694,895

 

 

16,694,895

 

 

Hudson Pointe

 

Jersey City, NJ

 

2003

 

182

 

5,148,500

 

41,013,460

 

 

299,906

 

5,148,500

 

41,313,365

 

46,461,865

 

(4,267,517

)

42,194,348

 

 

Hunt Club

 

Charlotte, NC

 

1990

 

300

 

990,000

 

17,992,887

 

 

1,154,961

 

990,000

 

19,147,849

 

20,137,849

 

(5,850,067

)

14,287,781

 

 

Hunt Club II

 

Charlotte, NC

 

(F)

 

 

100,000

 

 

 

 

100,000

 

 

100,000

 

 

100,000

 

 

Huntington Park

 

Everett, WA

 

1991

 

381

 

1,597,500

 

14,367,864

 

 

2,518,625

 

1,597,500

 

16,886,489

 

18,483,989

 

(7,804,784

)

10,679,205

 

 

Indian Bend

 

Scottsdale, AZ

 

1973

 

277

 

1,075,700

 

9,800,330

 

 

2,673,652

 

1,075,700

 

12,473,982

 

13,549,682

 

(6,042,389

)

7,507,293

 

 

Indian Tree

 

Arvada, CO

 

1983

 

168

 

881,225

 

4,552,815

 

 

1,766,348

 

881,225

 

6,319,163

 

7,200,388

 

(3,386,758

)

3,813,630

 

 

Indigo Springs

 

Kent, WA

 

1991

 

278

 

1,270,500

 

11,446,902

 

 

2,215,795

 

1,270,500

 

13,662,697

 

14,933,197

 

(5,404,642

)

9,528,555

 

 

Ivy Place

 

Atlanta, GA

 

1978

 

122

 

802,950

 

7,228,257

 

 

1,738,715

 

802,950

 

8,966,972

 

9,769,922

 

(3,535,461

)

6,234,461

 

 

Junipers at Yarmouth

 

Yarmouth, ME

 

1970

 

225

 

1,355,700

 

7,860,135

 

 

1,996,205

 

1,355,700

 

9,856,340

 

11,212,040

 

(3,794,278

)

7,417,761

 

 

Kempton Downs

 

Gresham, OR

 

1990

 

278

 

1,217,349

 

10,943,372

 

 

2,235,902

 

1,217,349

 

13,179,273

 

14,396,622

 

(5,916,913

)

8,479,709

 

 

Kenwood Mews

 

Burbank, CA

 

1991

 

141

 

14,100,000

 

24,622,612

 

 

1,848

 

14,100,000

 

24,624,460

 

38,724,460

 

(383,877

)

38,340,583

 

 

Keystone

 

Austin, TX

 

1981

 

166

 

498,500

 

4,487,295

 

 

1,547,837

 

498,500

 

6,035,133

 

6,533,633

 

(2,961,334

)

3,572,298

 

 

Kings Colony

 

Miami, FL

 

1986

 

480

 

19,200,000

 

48,378,023

 

 

257,964

 

19,200,000

 

48,635,987

 

67,835,987

 

(2,458,570

)

65,377,418

 

 

Kingsport

 

Alexandria, VA

 

1986

 

416

 

1,262,250

 

12,198,188

 

 

4,334,005

 

1,262,250

 

16,532,194

 

17,794,444

 

(7,426,728

)

10,367,716

 

 

Kirby Place

 

Houston, TX

 

1994

 

362

 

3,621,600

 

25,896,774

 

 

1,899,748

 

3,621,600

 

27,796,522

 

31,418,122

 

(9,307,656

)

22,110,466

 

 

La Mirage

 

San Diego, CA

 

1988/1992

 

1,070

 

28,895,200

 

95,567,943

 

 

7,199,796

 

28,895,200

 

102,767,738

 

131,662,938

 

(34,836,363

)

96,826,576

 

 

La Mirage IV

 

San Diego, CA

 

2001

 

340

 

6,000,000

 

47,449,353

 

 

848,077

 

6,000,000

 

48,297,430

 

54,297,430

 

(8,904,407

)

45,393,023

 

 

La Tour Fontaine

 

Houston, TX

 

1994

 

162

 

2,916,000

 

15,917,178

 

 

1,180,868

 

2,916,000

 

17,098,046

 

20,014,046

 

(5,182,559

)

14,831,487

 

 

Lakes at Vinings

 

Atlanta, GA

 

1972/1975

 

464

 

6,498,000

 

21,832,252

 

 

2,882,527

 

6,498,000

 

24,714,779

 

31,212,779

 

(8,123,649

)

23,089,129

 

 

Lakeshore at Preston

 

Plano, TX

 

1992

 

302

 

3,325,800

 

15,208,348

 

 

2,028,442

 

3,325,800

 

17,236,789

 

20,562,589

 

(5,350,594

)

15,211,996

 

 

Lakeville Resort

 

Petaluma, CA

 

1984

 

492

 

2,736,500

 

24,610,651

 

 

4,067,520

 

2,736,500

 

28,678,171

 

31,414,671

 

(11,115,508

)

20,299,163

 

 

Lakewood Oaks

 

Dallas, TX

 

1987

 

352

 

1,631,600

 

14,686,192

 

 

3,279,166

 

1,631,600

 

17,965,357

 

19,596,957

 

(8,029,747

)

11,567,210

 

 

Landings at Port Imperial

 

W. New York, NJ

 

1999

 

276

 

27,246,045

 

37,741,050

 

 

882,249

 

27,246,045

 

38,623,298

 

65,869,343

 

(8,230,557

)

57,638,786

 

 

Larkspur Shores

 

Hilliard, OH

 

1983

 

342

 

17,107,300

 

31,399,237

 

 

4,308,968

 

17,107,300

 

35,708,205

 

52,815,505

 

(11,956,101

)

40,859,404

 

 

Larkspur Woods

 

Sacramento, CA

 

1989/1993

 

232

 

5,802,900

 

14,576,106

 

 

1,542,005

 

5,802,900

 

16,118,112

 

21,921,012

 

(5,554,100

)

16,366,912

 

 

Laurel Ridge

 

Chapel Hill, NC

 

1975

 

160

 

160,000

 

3,206,076

 

 

3,911,569

 

160,000

 

7,117,645

 

7,277,645

 

(4,932,549

)

2,345,096

 

 

Laurel Ridge II

 

Chapel Hill, NC

 

(F)

 

 

22,551

 

 

 

 

22,551

 

 

22,551

 

 

22,551

 

 

Lexington Farm

 

Alpharetta, GA

 

1995

 

352

 

3,521,900

 

22,888,305

 

 

1,764,602

 

3,521,900

 

24,652,907

 

28,174,807

 

(7,201,543

)

20,973,264

 

 

Lexington Park

 

Orlando, FL

 

1988

 

252

 

2,016,000

 

12,346,726

 

 

1,999,917

 

2,016,000

 

14,346,642

 

16,362,642

 

(4,568,150

)

11,794,493

 

 

Lincoln Green

 

Pleasant Hill, CA

 

1973

 

252

 

15,000,000

 

24,335,499

 

 

34,297

 

15,000,000

 

24,369,795

 

39,369,795

 

(1,099,329

)

38,270,466

 

 

Little Cottonwoods

 

Tempe, AZ

 

1984

 

379

 

3,050,133

 

26,991,689

 

 

2,504,455

 

3,050,133

 

29,496,145

 

32,546,278

 

(9,768,618

)

22,777,659

 

 

Lofton Place

 

Tampa, FL

 

1988

 

280

 

2,240,000

 

16,679,214

 

 

2,077,089

 

2,240,000

 

18,756,303

 

20,996,303

 

(5,843,509

)

15,152,794

 

 

Longfellow Place

 

Boston, MA (G)

 

1975

 

710

 

53,164,160

 

183,940,619

 

 

30,254,795

 

53,164,160

 

214,195,414

 

267,359,574

 

(60,712,369

)

206,647,205

 

 

Longview Place

 

Waltham, MA

 

2004

 

348

 

20,880,000

 

90,255,509

 

 

79,293

 

20,880,000

 

90,334,802

 

111,214,802

 

(5,458,557

)

105,756,245

 

 

Madison at Stone Creek

 

Austin, TX

 

1995

 

390

 

2,535,000

 

22,611,700

 

 

1,848,920

 

2,535,000

 

24,460,620

 

26,995,620

 

(7,436,946

)

19,558,674

 

 

Madison at the Arboretum

 

Austin, TX

 

1995

 

161

 

1,046,500

 

9,638,269

 

 

1,952,393

 

1,046,500

 

11,590,662

 

12,637,162

 

(3,471,984

)

9,165,178

 

 

Madison at Walnut Creek

 

Austin, TX

 

1994

 

342

 

2,737,600

 

14,623,574

 

 

1,835,038

 

2,737,600

 

16,458,612

 

19,196,212

 

(5,852,372

)

13,343,840

 

 

Madison at Wells Branch

 

Austin, TX

 

1995

 

300

 

2,377,344

 

16,370,879

 

 

2,158,072

 

2,377,344

 

18,528,951

 

20,906,295

 

(4,671,141

)

16,235,154

 

 

Madison on Melrose

 

Richardson, TX

 

1995

 

200

 

1,300,000

 

15,096,551

 

 

829,103

 

1,300,000

 

15,925,654

 

17,225,654

 

(4,675,241

)

12,550,413

 

 

Madison on the Parkway

 

Dallas, TX

 

1995

 

376

 

2,444,000

 

22,505,043

 

 

2,081,282

 

2,444,000

 

24,586,325

 

27,030,325

 

(7,384,461

)

19,645,864

 

 

 

S-5



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsequent to

 

 

 

Gross Amount Carried

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial Cost to

 

 

 

Acquisition

 

 

 

at Close of

 

 

 

 

 

 

 

 

 

 

 

Description

 

 

 

 

 

Company

 

 

 

(Improvements, net) (E)

 

 

 

Period 12/31/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of

 

 

 

 

 

Building &

 

 

 

Building &

 

 

 

Building &

 

 

 

Accumulated

 

Investment in Real

 

 

 

Apartment Name

 

Location

 

Construction

 

Units (I)

 

Land

 

Fixtures

 

Land

 

Fixtures

 

Land

 

Fixtures (A)

 

Total (B)

 

Depreciation (C)

 

Estate, Net at 12/31/06

 

Encumbrances

 

Magnolia at Whitlock

 

Marietta, GA

 

1971

 

152

 

132,979

 

1,526,005

 

 

3,782,685

 

132,979

 

5,308,690

 

5,441,668

 

(3,581,897

)

1,859,771

 

 

Mariners Wharf

 

Orange Park, FL

 

1989

 

272

 

1,861,200

 

16,744,951

 

 

2,127,022

 

1,861,200

 

18,871,973

 

20,733,173

 

(6,234,520

)

14,498,652

 

 

Marquessa

 

Corona Hills, CA

 

1992

 

336

 

6,888,500

 

21,604,584

 

 

2,176,400

 

6,888,500

 

23,780,983

 

30,669,483

 

(8,110,280

)

22,559,203

 

 

Martha Lake

 

Lynnwood, WA

 

1991

 

155

 

821,200

 

7,405,070

 

 

1,531,105

 

821,200

 

8,936,176

 

9,757,376

 

(3,324,988

)

6,432,388

 

 

Merrill Creek

 

Lakewood, WA

 

1994

 

149

 

814,200

 

7,330,606

 

 

664,425

 

814,200

 

7,995,031

 

8,809,231

 

(2,833,005

)

5,976,226

 

 

Metro on First

 

Seattle, WA (G)

 

2002

 

102

 

8,540,000

 

12,209,981

 

 

69,697

 

8,540,000

 

12,279,678

 

20,819,678

 

(870,026

)

19,949,652

 

 

Milano Terrace Private Residences

 

Scottsdale, AZ

 

1984

 

71

 

1,061,993

 

6,356,901

 

 

1,748,516

 

1,061,993

 

8,105,417

 

9,167,410

 

(1,897,428

)

7,269,982

 

 

Mill Creek

 

Milpitas, CA

 

1991

 

516

 

12,858,693

 

57,168,503

 

 

1,334,067

 

12,858,693

 

58,502,570

 

71,361,263

 

(8,255,094

)

63,106,169

 

 

Millbrook I

 

Alexandria, VA

 

1996

 

406

 

24,360,000

 

86,177,543

 

 

42,227

 

24,360,000

 

86,219,770

 

110,579,770

 

(3,923,864

)

106,655,905

 

 

Mira Flores

 

Palm Beach Gardens, FL

 

1996

 

352

 

7,040,000

 

22,515,299

 

 

852,627

 

7,040,000

 

23,367,926

 

30,407,926

 

(4,658,817

)

25,749,108

 

 

Mission Bay

 

Orlando, FL

 

1991

 

304

 

2,432,000

 

21,623,560

 

 

1,617,988

 

2,432,000

 

23,241,549

 

25,673,549

 

(7,036,480

)

18,637,069

 

 

Missions at Sunbow

 

Chula Vista, CA

 

2003

 

336

 

28,560,000

 

59,287,427

 

 

164,982

 

28,560,000

 

59,452,409

 

88,012,409

 

(3,692,391

)

84,320,018

 

 

Misty Woods

 

Cary, NC

 

1984

 

360

 

720,790

 

18,063,934

 

 

2,650,973

 

720,790

 

20,714,907

 

21,435,697

 

(7,094,334

)

14,341,363

 

 

Montecito

 

Valencia, CA

 

1999

 

210

 

8,400,000

 

24,709,146

 

 

1,010,303

 

8,400,000

 

25,719,449

 

34,119,449

 

(5,509,670

)

28,609,779

 

 

Monterra in Mill Creek

 

Mill Creek, WA

 

2003

 

139

 

2,800,000

 

13,255,123

 

 

112,437

 

2,800,000

 

13,367,560

 

16,167,560

 

(1,159,046

)

15,008,514

 

 

Montevista

 

Dallas, TX

 

2000

 

350

 

3,931,550

 

19,788,568

 

 

1,073,778

 

3,931,550

 

20,862,346

 

24,793,896

 

(4,151,265

)

20,642,631

 

 

Montclair Metro

 

Montclair, NJ

 

(F)

 

 

2,208,343

 

1,876,675

 

 

 

2,208,343

 

1,876,675

 

4,085,018

 

 

4,085,018

 

 

Morningside

 

Scottsdale, AZ

 

1989

 

160

 

670,470

 

12,607,976

 

 

1,018,022

 

670,470

 

13,625,998

 

14,296,468

 

(4,539,150

)

9,757,318

 

 

Mountain Park Ranch

 

Phoenix, AZ

 

1994

 

240

 

1,662,332

 

18,260,276

 

 

1,282,342

 

1,662,332

 

19,542,618

 

21,204,950

 

(6,461,637

)

14,743,312

 

 

Mountain Terrace

 

Stevenson Ranch, CA

 

1992

 

510

 

3,966,500

 

35,814,995

 

 

2,582,625

 

3,966,500

 

38,397,620

 

42,364,120

 

(13,712,782

)

28,651,338

 

 

Newport Heights

 

Tukwila, WA

 

1985

 

80

 

391,200

 

3,522,780

 

 

754,129

 

391,200

 

4,276,909

 

4,668,109

 

(2,030,416

)

2,637,693

 

 

North Pier at Harborside

 

Jersey City, NJ

 

2003

 

297

 

4,000,159

 

94,681,052

 

 

377,442

 

4,000,159

 

95,058,494

 

99,058,653

 

(9,178,311

)

89,880,343

 

 

Northampton 2

 

Largo, MD

 

1988

 

276

 

1,513,500

 

14,246,990

 

 

2,574,425

 

1,513,500

 

16,821,415

 

18,334,915

 

(7,489,500

)

10,845,415

 

 

Northlake (MD)

 

Germantown, MD

 

1985

 

304

 

15,000,000

 

23,142,302

 

 

6,499,373

 

15,000,000

 

29,641,675

 

44,641,675

 

(1,908,165

)

42,733,510

 

 

Northridge

 

Pleasant Hill, CA

 

1974

 

221

 

5,527,800

 

14,691,705

 

 

2,171,747

 

5,527,800

 

16,863,452

 

22,391,252

 

(5,749,674

)

16,641,577

 

 

Northwoods Village

 

Cary, NC

 

1986

 

228

 

1,369,700

 

11,460,337

 

 

2,155,446

 

1,369,700

 

13,615,783

 

14,985,483

 

(4,997,276

)

9,988,207

 

 

Oaks (NC)

 

Charlotte, NC

 

1996

 

318

 

2,196,744

 

23,601,540

 

 

792,240

 

2,196,744

 

24,393,780

 

26,590,524

 

(7,155,627

)

19,434,897

 

 

Oaks at Falls Church

 

Falls Church, VA

 

1966

 

176

 

20,240,000

 

20,152,616

 

 

1,262,957

 

20,240,000

 

21,415,573

 

41,655,573

 

(926,752

)

40,728,821

 

 

Ocean Crest

 

Solana Beach, CA

 

1986

 

146

 

5,111,200

 

11,910,438

 

 

1,221,892

 

5,111,200

 

13,132,330

 

18,243,530

 

(4,082,916

)

14,160,614

 

 

Olympus Towers

 

Seattle, WA (G)

 

2000

 

328

 

14,752,034

 

73,376,841

 

 

393,564

 

14,752,034

 

73,770,405

 

88,522,439

 

(8,316,047

)

80,206,392

 

 

Orchard Ridge

 

Lynnwood, WA

 

1988

 

104

 

480,600

 

4,372,033

 

 

811,590

 

480,600

 

5,183,622

 

5,664,222

 

(2,419,734

)

3,244,488

 

 

Overlook Manor

 

Frederick, MD

 

1980/1985

 

108

 

1,299,100

 

3,930,931

 

 

1,578,052

 

1,299,100

 

5,508,983

 

6,808,083

 

(1,937,726

)

4,870,357

 

 

Overlook Manor II

 

Frederick, MD

 

1980/1985

 

182

 

2,186,300

 

6,262,597

 

 

634,872

 

2,186,300

 

6,897,469

 

9,083,769

 

(2,193,575

)

6,890,194

 

 

Overlook Manor III

 

Frederick, MD

 

1980/1985

 

64

 

1,026,300

 

3,027,390

 

 

328,263

 

1,026,300

 

3,355,652

 

4,381,952

 

(1,039,663

)

3,342,289

 

 

Paces Station

 

Atlanta, GA

 

1984-1988/1989

 

610

 

4,801,500

 

32,548,053

 

 

6,244,275

 

4,801,500

 

38,792,327

 

43,593,827

 

(14,162,416

)

29,431,412

 

 

Pacific Cove at Playa Del Rey, LLC

 

Playa Del Ray, CA

 

1984

 

80

 

7,550,220

 

20,008,783

 

 

156,059

 

7,550,220

 

20,164,842

 

27,715,062

 

 

27,715,062

 

 

Palladia

 

Hillsboro, OR

 

2000

 

497

 

6,461,000

 

44,888,156

 

 

821,855

 

6,461,000

 

45,710,011

 

52,171,011

 

(9,358,197

)

42,812,813

 

 

Panther Ridge

 

Federal Way, WA

 

1980

 

260

 

1,055,800

 

9,506,117

 

 

1,308,645

 

1,055,800

 

10,814,762

 

11,870,562

 

(4,163,363

)

7,707,199

 

 

Paradise Pointe

 

Dania, FL

 

1987-90

 

320

 

1,913,414

 

17,417,956

 

 

4,119,571

 

1,913,414

 

21,537,527

 

23,450,941

 

(9,471,257

)

13,979,684

 

 

Parc Royale

 

Houston, TX

 

1994

 

171

 

2,223,000

 

11,936,833

 

 

1,558,738

 

2,223,000

 

13,495,570

 

15,718,570

 

(4,240,368

)

11,478,202

 

 

Parc Vue at Lake Buena Vista

 

Orlando, FL

 

2000/2002

 

336

 

11,760,000

 

34,526,029

 

 

855,283

 

11,760,000

 

35,381,312

 

47,141,312

 

(2,214,447

)

44,926,865

 

 

Park at Turtle Run

 

Coral Springs, FL

 

2001

 

257

 

15,420,000

 

36,064,629

 

 

115,286

 

15,420,000

 

36,179,915

 

51,599,915

 

(2,113,355

)

49,486,559

 

 

Park Bloomingdale
Condominium
Homes

 

Bloomingdale, IL

 

1989

 

172

 

2,282,317

 

11,550,120

 

 

2,195,517

 

2,282,317

 

13,745,637

 

16,027,954

 

(4,107,908

)

11,920,046

 

 

Park Meadow

 

Gilbert, AZ

 

1986

 

224

 

835,217

 

15,120,769

 

 

1,670,556

 

835,217

 

16,791,324

 

17,626,541

 

(5,550,735

)

12,075,806

 

 

Park Place (TX)

 

Houston, TX

 

1996

 

229

 

1,603,000

 

12,054,926

 

 

914,966

 

1,603,000

 

12,969,891

 

14,572,891

 

(4,275,260

)

10,297,631

 

 

Park West (CA)

 

Los Angeles, CA

 

1987/90

 

444

 

3,033,500

 

27,302,383

 

 

3,444,937

 

3,033,500

 

30,747,320

 

33,780,820

 

(12,802,928

)

20,977,892

 

 

Parkside

 

Union City, CA

 

1979

 

208

 

6,246,700

 

11,827,453

 

 

2,803,628

 

6,246,700

 

14,631,081

 

20,877,781

 

(5,202,705

)

15,675,076

 

 

Parkview Terrace

 

Redlands, CA

 

1986

 

558

 

4,969,200

 

35,653,777

 

 

8,070,060

 

4,969,200

 

43,723,837

 

48,693,037

 

(13,325,566

)

35,367,472

 

 

Parkwood (CT)

 

East Haven, CT

 

1975

 

102

 

531,365

 

3,552,064

 

 

464,999

 

531,365

 

4,017,063

 

4,548,427

 

(966,800

)

3,581,627

 

 

Phillips Park

 

Wellesley, MA

 

1988

 

49

 

816,922

 

5,460,955

 

 

551,882

 

816,922

 

6,012,837

 

6,829,759

 

(1,335,175

)

5,494,584

 

 

Pine Harbour

 

Orlando, FL

 

1991

 

366

 

1,664,300

 

14,970,915

 

 

2,631,472

 

1,664,300

 

17,602,387

 

19,266,687

 

(8,332,502

)

10,934,185

 

 

Playa Pacifica

 

Hermosa Beach, CA

 

1972

 

285

 

35,100,000

 

33,473,822

 

 

410,291

 

35,100,000

 

33,884,113

 

68,984,113

 

(1,887,355

)

67,096,758

 

 

Plum Tree

 

Hales Corners, WI

 

1989

 

332

 

1,996,700

 

20,247,195

 

 

1,435,400

 

1,996,700

 

21,682,595

 

23,679,295

 

(7,131,242

)

16,548,053

 

 

Pointe at South Mountain

 

Phoenix, AZ

 

1988

 

364

 

2,228,800

 

20,059,311

 

 

2,536,265

 

2,228,800

 

22,595,576

 

24,824,376

 

(8,111,203

)

16,713,174

 

 

Polos East

 

Orlando, FL

 

1991

 

308

 

1,386,000

 

19,058,620

 

 

1,438,211

 

1,386,000

 

20,496,831

 

21,882,831

 

(6,265,330

)

15,617,500

 

 

Port Royale

 

Ft. Lauderdale, FL (G)

 

1988

 

252

 

1,754,200

 

15,789,873

 

 

4,293,894

 

1,754,200

 

20,083,767

 

21,837,967

 

(8,314,371

)

13,523,596

 

 

Port Royale II

 

Ft. Lauderdale, FL (G)

 

1988

 

161

 

1,022,200

 

9,203,166

 

 

2,712,635

 

1,022,200

 

11,915,801

 

12,938,001

 

(4,532,826

)

8,405,175

 

 

Port Royale III

 

Ft. Lauderdale, FL (G)

 

1988

 

324

 

7,454,900

 

14,725,802

 

 

4,931,699

 

7,454,900

 

19,657,501

 

27,112,401

 

(6,749,472

)

20,362,929

 

 

Port Royale IV

 

Ft. Lauderdale, FL

 

(F)

 

 

 

26,997

 

 

 

 

26,997

 

26,997

 

 

26,997

 

 

Portofino

 

Chino Hills, CA

 

1989

 

176

 

3,572,400

 

14,660,994

 

 

1,314,151

 

3,572,400

 

15,975,145

 

19,547,545

 

(5,206,302

)

14,341,242

 

 

Preakness

 

Antioch, TN

 

1986

 

260

 

1,561,900

 

7,668,521

 

 

2,224,100

 

1,561,900

 

9,892,621

 

11,454,521

 

(3,998,297

)

7,456,225

 

 

Preserve at Deer Creek

 

Deerfield Beach, FL

 

1997

 

540

 

13,500,000

 

60,011,208

 

 

691,204

 

13,500,000

 

60,702,413

 

74,202,413

 

(7,071,995

)

67,130,418

 

 

Prime, The

 

Arlington, VA

 

2002

 

256

 

32,000,000

 

64,449,841

 

 

(5)

 

32,000,000

 

64,449,836

 

96,449,836

 

(1,003,651

)

95,446,185

 

 

Promenade (FL)

 

St. Petersburg, FL

 

1994

 

334

 

2,124,193

 

25,804,037

 

 

3,107,691

 

2,124,193

 

28,911,728

 

31,035,921

 

(8,760,171

)

22,275,750

 

 

Promenade at Aventura

 

Aventura, FL

 

1995

 

296

 

13,320,000

 

30,353,748

 

 

1,529,461

 

13,320,000

 

31,883,209

 

45,203,209

 

(6,985,380

)

38,217,829

 

 

Promenade at Peachtree

 

Chamblee, GA

 

2001

 

406

 

10,150,000

 

31,219,739

 

 

1,040,108

 

10,150,000

 

32,259,847

 

42,409,847

 

(3,372,922

)

39,036,925

 

 

Promenade at Town Center I

 

Valencia, CA

 

2001

 

294

 

14,700,000

 

35,390,279

 

 

841,778

 

14,700,000

 

36,232,057

 

50,932,057

 

(4,382,847

)

46,549,209

 

 

Promenade at Wyndham Lakes

 

Coral Springs, FL

 

1998

 

332

 

6,640,000

 

26,743,760

 

 

1,038,403

 

6,640,000

 

27,782,163

 

34,422,163

 

(6,559,185

)

27,862,978

 

 

Promenade Terrace

 

Corona, CA

 

1990

 

330

 

2,272,800

 

20,546,289

 

 

3,110,625

 

2,272,800

 

23,656,915

 

25,929,715

 

(9,058,086

)

16,871,628

 

 

Promontory Pointe I & II

 

Phoenix, AZ

 

1984/1996

 

424

 

2,355,509

 

30,421,840

 

 

2,899,735

 

2,355,509

 

33,321,575

 

35,677,084

 

(10,974,605

)

24,702,479

 

 

Prospect Towers

 

Hackensack, NJ

 

1995

 

157

 

3,926,600

 

27,966,416

 

 

2,831,346

 

3,926,600

 

30,797,763

 

34,724,363

 

(9,993,091

)

24,731,271

 

 

Prospect Towers II

 

Hackensack, NJ

 

2002

 

203

 

4,500,000

 

33,104,733

 

 

889,424

 

4,500,000

 

33,994,157

 

38,494,157

 

(5,663,287

)

32,830,870

 

 

Providence

 

Bothell, WA

 

2000

 

200

 

3,573,621

 

19,055,505

 

 

266,848

 

3,573,621

 

19,322,354

 

22,895,975

 

(2,345,897

)

20,550,078

 

 

Ranch at Fossil Creek

 

Haltom City, TX

 

2003

 

274

 

1,715,435

 

16,829,282

 

 

436,756

 

1,715,435

 

17,266,038

 

18,981,473

 

(2,300,557

)

16,680,916

 

 

Ravinia

 

Greenfield, WI

 

1991

 

206

 

1,240,100

 

12,055,713

 

 

832,049

 

1,240,100

 

12,887,762

 

14,127,862

 

(4,265,270

)

9,862,593

 

 

Redlands Lawn and Tennis

 

Redlands, CA

 

1986

 

496

 

4,822,320

 

26,359,328

 

 

3,241,300

 

4,822,320

 

29,600,629

 

34,422,949

 

(9,888,427

)

24,534,522

 

 

Redmond Ridge (Land)

 

Redmond, WA

 

(F)

 

 

6,975,705

 

6,671,830

 

 

 

6,975,705

 

6,671,830

 

13,647,535

 

 

13,647,535

 

 

Regency

 

Charlotte, NC

 

1986

 

178

 

890,000

 

11,783,920

 

 

1,315,147

 

890,000

 

13,099,067

 

13,989,067

 

(3,982,637

)

10,006,429

 

 

Regency Palms

 

Huntington Beach, CA

 

1969

 

310

 

1,857,400

 

16,713,254

 

 

3,079,768

 

1,857,400

 

19,793,021

 

21,650,421

 

(8,064,331

)

13,586,090

 

 

Regency Park

 

Centreville, VA

 

1989

 

252

 

2,521,500

 

16,200,666

 

 

4,662,656

 

2,521,500

 

20,863,322

 

23,384,822

 

(6,371,370

)

17,013,452

 

 

Remington Place

 

Phoenix, AZ

 

1983

 

412

 

1,492,750

 

13,377,478

 

 

3,470,919

 

1,492,750

 

16,848,397

 

18,341,147

 

(7,278,079

)

11,063,068

 

 

Reserve at Clarendon Centre, The

 

Arlington, VA (G)

 

2003

 

252

 

10,500,000

 

52,812,935

 

 

776,698

 

10,500,000

 

53,589,633

 

64,089,633

 

(6,382,075

)

57,707,558

 

 

Reserve at Eisenhower, The

 

Alexandria, VA

 

2002

 

226

 

6,500,000

 

34,585,060

 

 

174,392

 

6,500,000

 

34,759,452

 

41,259,452

 

(5,085,596

)

36,173,855

 

 

Reserve at Empire Lakes

 

Rancho Cucamonga, CA

 

2005

 

467

 

16,345,000

 

73,081,671

 

 

112,194

 

16,345,000

 

73,193,864

 

89,538,864

 

(4,504,542

)

85,034,322

 

 

Reserve at Moreno Valley Ranch

 

Moreno Valley, CA

 

2005

 

176

 

8,800,000

 

26,151,088

 

 

31,882

 

8,800,000

 

26,182,970

 

34,982,970

 

(1,196,124

)

33,786,846

 

 

Residences at Little River

 

Haverhill, MA

 

2003

 

174

 

6,905,138

 

19,172,797

 

 

190,531

 

6,905,138

 

19,363,328

 

26,268,466

 

(2,409,000

)

23,859,467

 

 

Richmond Townhomes

 

Houston, TX

 

1995

 

188

 

940,000

 

13,906,905

 

 

2,171,398

 

940,000

 

16,078,303

 

17,018,303

 

(4,589,497

)

12,428,806

 

 

Ridgewood Village

 

San Diego, CA

 

1997

 

192

 

5,761,500

 

14,032,511

 

 

775,745

 

5,761,500

 

14,808,256

 

20,569,756

 

(4,598,153

)

15,971,602

 

 

Ridgewood Village II

 

San Diego, CA

 

1997

 

216

 

6,048,000

 

19,971,537

 

 

136,416

 

6,048,000

 

20,107,953

 

26,155,953

 

(4,312,547

)

21,843,406

 

 

Rincon

 

Houston, TX

 

1996

 

288

 

4,401,900

 

16,734,746

 

 

1,664,598

 

4,401,900

 

18,399,344

 

22,801,244

 

(6,572,590

)

16,228,654

 

 

River Hill

 

Grand Prairie, TX

 

1996

 

334

 

2,004,000

 

19,272,944

 

 

1,428,146

 

2,004,000

 

20,701,090

 

22,705,090

 

(6,277,321

)

16,427,769

 

 

River Park

 

Fort Worth, TX

 

1984

 

280

 

2,245,400

 

8,811,727

 

 

2,891,050

 

2,245,400

 

11,702,777

 

13,948,177

 

(4,414,847

)

9,533,329

 

 

River Stone Ranch

 

Austin, TX

 

1998

 

448

 

5,376,000

 

27,004,185

 

 

1,391,746

 

5,376,000

 

28,395,931

 

33,771,931

 

(3,966,450

)

29,805,481

 

 

Riviera at West Village

 

Dallas, TX

 

1995

 

150

 

6,534,000

 

14,749,422

 

 

822,128

 

6,534,000

 

15,571,550

 

22,105,550

 

(1,111,667

)

20,993,883

 

 

 

S-6



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsequent to

 

 

 

Gross Amount Carried

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial Cost to

 

 

 

Acquisition

 

 

 

at Close of

 

 

 

 

 

 

 

 

 

 

 

Description

 

 

 

 

 

Company

 

 

 

(Improvements, net) (E)

 

 

 

Period 12/31/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of

 

 

 

 

 

Building &

 

 

 

Building &

 

 

 

Building &

 

 

 

Accumulated

 

Investment in Real

 

 

 

Apartment Name

 

Location

 

Construction

 

Units (I)

 

Land

 

Fixtures

 

Land

 

Fixtures

 

Land

 

Fixtures (A)

 

Total (B)

 

Depreciation (C)

 

Estate, Net at 12/31/06

 

Encumbrances

 

Rivers Edge

 

Waterbury, CT

 

1974

 

156

 

781,900

 

6,561,167

 

 

908,573

 

781,900

 

7,469,740

 

8,251,640

 

(2,379,281

)

5,872,359

 

 

Rock Creek

 

Carrboro, NC

 

1986

 

188

 

895,700

 

8,062,543

 

 

1,888,798

 

895,700

 

9,951,341

 

10,847,041

 

(3,850,036

)

6,997,004

 

 

Rosecliff

 

Quincy, MA

 

1990

 

156

 

5,460,000

 

15,721,570

 

 

385,476

 

5,460,000

 

16,107,046

 

21,567,046

 

(4,164,987

)

17,402,058

 

 

Royal Oaks (FL)

 

Jacksonville, FL

 

1991

 

284

 

1,988,000

 

13,645,117

 

 

2,018,719

 

1,988,000

 

15,663,836

 

17,651,836

 

(4,763,881

)

12,887,955

 

 

Sabal Palm at Boot Ranch

 

Palm Harbor, FL

 

1996

 

432

 

3,888,000

 

28,923,692

 

 

2,086,359

 

3,888,000

 

31,010,050

 

34,898,050

 

(9,325,573

)

25,572,477

 

 

Sabal Palm at Carrollwood Place

 

Tampa, FL

 

1995

 

432

 

3,888,000

 

26,911,542

 

 

1,475,872

 

3,888,000

 

28,387,415

 

32,275,415

 

(8,426,151

)

23,849,264

 

 

Sabal Palm at Lake Buena Vista

 

Orlando, FL

 

1988

 

400

 

2,800,000

 

23,687,893

 

 

2,182,202

 

2,800,000

 

25,870,095

 

28,670,095

 

(7,872,138

)

20,797,956

 

 

Sabal Palm at Metrowest

 

Orlando, FL

 

1998

 

411

 

4,110,000

 

38,394,865

 

 

2,197,274

 

4,110,000

 

40,592,138

 

44,702,138

 

(12,045,661

)

32,656,477

 

 

Sabal Palm at Metrowest II

 

Orlando, FL

 

1997

 

456

 

4,560,000

 

33,907,283

 

 

1,628,540

 

4,560,000

 

35,535,823

 

40,095,823

 

(10,349,274

)

29,746,549

 

 

Sabal Pointe

 

Coral Springs, FL

 

1995

 

275

 

1,951,600

 

17,570,508

 

 

2,421,872

 

1,951,600

 

19,992,380

 

21,943,980

 

(7,902,438

)

14,041,542

 

 

Saddle Ridge

 

Ashburn, VA

 

1989

 

216

 

1,364,800

 

12,283,616

 

 

1,578,493

 

1,364,800

 

13,862,110

 

15,226,910

 

(5,622,464

)

9,604,445

 

 

Sailboat Bay

 

Raleigh, NC

 

1986

 

192

 

960,000

 

8,797,580

 

 

1,146,582

 

960,000

 

9,944,161

 

10,904,161

 

(3,111,950

)

7,792,211

 

 

San Marcos

 

Scottsdale, AZ

 

1995

 

320

 

20,000,000

 

31,236,223

 

 

11,258

 

20,000,000

 

31,247,481

 

51,247,481

 

(519,582

)

50,727,899

 

 

Savannah at Park Place

 

Atlanta, GA

 

2001

 

416

 

7,696,095

 

34,114,542

 

 

1,919,334

 

7,696,095

 

36,033,876

 

43,729,971

 

(4,071,207

)

39,658,764

 

 

Savannah Lakes

 

Boynton Beach, FL

 

1991

 

466

 

7,000,000

 

30,422,607

 

 

1,443,363

 

7,000,000

 

31,865,970

 

38,865,970

 

(6,147,882

)

32,718,087

 

 

Scottsdale Meadows

 

Scottsdale, AZ

 

1984

 

168

 

1,512,000

 

11,407,699

 

 

1,138,943

 

1,512,000

 

12,546,642

 

14,058,642

 

(4,204,408

)

9,854,234

 

 

Seeley Lake

 

Lakewood, WA

 

1990

 

522

 

2,760,400

 

24,845,286

 

 

2,716,246

 

2,760,400

 

27,561,533

 

30,321,933

 

(9,781,751

)

20,540,182

 

 

Seventh & James

 

Seattle, WA

 

1992

 

96

 

663,800

 

5,974,803

 

 

1,980,783

 

663,800

 

7,955,586

 

8,619,386

 

(3,242,280

)

5,377,107

 

 

Shadow Creek

 

Winter Springs, FL

 

2000

 

280

 

6,000,000

 

21,719,768

 

 

686,031

 

6,000,000

 

22,405,800

 

28,405,800

 

(2,528,671

)

25,877,129

 

 

Shadow Lake

 

Doraville, GA

 

1989

 

228

 

1,140,000

 

13,117,277

 

 

904,999

 

1,140,000

 

14,022,276

 

15,162,276

 

(4,256,796

)

10,905,480

 

 

Sheffield Court

 

Arlington, VA

 

1986

 

597

 

3,349,350

 

31,337,332

 

 

3,706,251

 

3,349,350

 

35,043,584

 

38,392,934

 

(15,153,000

)

23,239,934

 

 

Silver Spring

 

Silver Spring, MD

 

(F)

 

 

18,539,817

 

22,144,191

 

 

 

18,539,817

 

22,144,191

 

40,684,008

 

 

40,684,008

 

 

Silver Springs (FL)

 

Jacksonville, FL

 

1985

 

432

 

1,831,100

 

16,474,735

 

 

4,521,158

 

1,831,100

 

20,995,893

 

22,826,993

 

(8,295,022

)

14,531,971

 

 

Skylark

 

Union City, CA

 

1986

 

174

 

1,781,600

 

16,731,916

 

 

1,143,820

 

1,781,600

 

17,875,736

 

19,657,336

 

(5,425,454

)

14,231,882

 

 

Sommerset Place

 

Raleigh, NC

 

1983

 

144

 

360,000

 

7,800,206

 

 

1,045,295

 

360,000

 

8,845,500

 

9,205,500

 

(2,803,374

)

6,402,126

 

 

Sonata at Cherry Creek

 

Denver, CO

 

1999

 

183

 

5,490,000

 

18,130,479

 

 

693,378

 

5,490,000

 

18,823,857

 

24,313,857

 

(4,107,443

)

20,206,414

 

 

Sonoran

 

Phoenix, AZ

 

1995

 

429

 

2,361,922

 

31,841,724

 

 

1,787,444

 

2,361,922

 

33,629,167

 

35,991,089

 

(10,913,107

)

25,077,982

 

 

South Palm Place Condominium Homes

 

Tamarac, FL

 

1991

 

99

 

771,120

 

7,019,483

 

 

1,364,382

 

771,120

 

8,383,864

 

9,154,984

 

(2,119,831

)

7,035,152

 

 

Southwood

 

Palo Alto, CA

 

1985

 

99

 

6,936,600

 

14,324,069

 

 

1,485,834

 

6,936,600

 

15,809,903

 

22,746,503

 

(5,048,516

)

17,697,988

 

 

Spring Hill Commons

 

Acton, MA

 

1973

 

105

 

1,107,436

 

7,402,980

 

 

961,530

 

1,107,436

 

8,364,510

 

9,471,945

 

(1,887,933

)

7,584,013

 

 

Springbrook Estates

 

Riverside, CA

 

(F)

 

 

70,532,700

 

158,297

 

 

 

70,532,700

 

158,297

 

70,690,997

 

 

70,690,997

 

 

St. Andrews at Winston Park

 

Coconut Creek, FL

 

1997

 

284

 

5,680,000

 

19,812,090

 

 

862,771

 

5,680,000

 

20,674,861

 

26,354,861

 

(4,047,253

)

22,307,608

 

 

Steeplechase

 

Charlotte, NC

 

1986

 

247

 

1,111,500

 

10,180,750

 

 

1,367,405

 

1,111,500

 

11,548,155

 

12,659,655

 

(3,630,538

)

9,029,117

 

 

Stone Oak

 

Houston, TX

 

1998

 

318

 

2,502,876

 

17,513,496

 

 

947,832

 

2,502,876

 

18,461,328

 

20,964,204

 

(3,364,858

)

17,599,346

 

 

Stonegate (CO)

 

Broomfield, CO

 

2003

 

350

 

8,750,000

 

32,998,775

 

 

1,615,116

 

8,750,000

 

34,613,891

 

43,363,891

 

(2,333,918

)

41,029,973

 

 

Stoneleigh at Deerfield

 

Alpharetta, GA

 

2003

 

370

 

4,810,000

 

29,999,596

 

 

331,831

 

4,810,000

 

30,331,427

 

35,141,427

 

(2,836,991

)

32,304,435

 

 

Stoney Creek

 

Lakewood, WA

 

1990

 

231

 

1,215,200

 

10,938,134

 

 

1,594,714

 

1,215,200

 

12,532,847

 

13,748,047

 

(4,449,457

)

9,298,590

 

 

Sturbridge Meadows

 

Sturbridge, MA

 

1985

 

104

 

702,447

 

4,695,714

 

 

643,591

 

702,447

 

5,339,305

 

6,041,752

 

(1,222,760

)

4,818,992

 

 

Summer Creek

 

Plymouth, MN

 

1985

 

72

 

579,600

 

3,815,800

 

 

563,958

 

579,600

 

4,379,758

 

4,959,358

 

(1,528,244

)

3,431,114

 

 

Summer Ridge

 

Riverside, CA

 

1985

 

136

 

602,400

 

5,422,807

 

 

1,785,972

 

602,400

 

7,208,779

 

7,811,179

 

(2,745,010

)

5,066,169

 

 

Summerset Village II

 

Chatsworth, CA

 

(F)

 

 

260,646

 

31,577

 

 

 

260,646

 

31,577

 

292,223

 

 

292,223

 

 

Summerwood

 

Hayward, CA

 

1982

 

162

 

4,866,600

 

6,942,743

 

 

1,042,052

 

4,866,600

 

7,984,796

 

12,851,396

 

(2,695,431

)

10,155,965

 

 

Summit at Lake Union

 

Seattle, WA

 

1995 - 1997

 

150

 

1,424,700

 

12,852,461

 

 

1,428,589

 

1,424,700

 

14,281,050

 

15,705,750

 

(5,124,417

)

10,581,333

 

 

Sunforest

 

Davie, FL

 

1989

 

494

 

10,000,000

 

32,124,850

 

 

1,747,157

 

10,000,000

 

33,872,006

 

43,872,006

 

(4,706,870

)

39,165,137

 

 

Surrey Downs

 

Bellevue, WA

 

1986

 

122

 

3,057,100

 

7,848,618

 

 

793,762

 

3,057,100

 

8,642,380

 

11,699,480

 

(2,799,920

)

8,899,560

 

 

Sycamore Creek

 

Scottsdale, AZ

 

1984

 

350

 

3,152,000

 

19,083,727

 

 

2,197,744

 

3,152,000

 

21,281,471

 

24,433,471

 

(7,389,141

)

17,044,330

 

 

Tamarlane

 

Portland, ME

 

1986

 

115

 

690,900

 

5,153,633

 

 

603,641

 

690,900

 

5,757,274

 

6,448,174

 

(2,078,515

)

4,369,659

 

 

Timber Hollow

 

Chapel Hill, NC

 

1986

 

198

 

800,000

 

11,219,537

 

 

1,475,045

 

800,000

 

12,694,581

 

13,494,581

 

(3,902,869

)

9,591,712

 

 

Timber Ridge, LLC

 

Woodinville, WA

 

1986

 

4

 

28,629

 

265,181

 

 

(64,057

)

28,629

 

201,125

 

229,754

 

(115,062

)

114,691

 

 

Timberwalk

 

Jacksonville, FL

 

1987

 

284

 

1,988,000

 

13,204,219

 

 

1,415,041

 

1,988,000

 

14,619,259

 

16,607,259

 

(4,641,908

)

11,965,351

 

 

Tortuga Bay

 

Orlando, FL

 

2004

 

314

 

6,280,000

 

32,121,779

 

 

416,449

 

6,280,000

 

32,538,228

 

38,818,228

 

(2,723,427

)

36,094,801

 

 

Toscana

 

Irvine, CA

 

1991/1993

 

563

 

39,410,000

 

50,806,072

 

 

3,776,758

 

39,410,000

 

54,582,831

 

93,992,831

 

(12,480,800

)

81,512,030

 

 

Town Center (TX)

 

Kingwood, TX

 

1994

 

258

 

1,291,300

 

11,530,216

 

 

1,992,505

 

1,291,300

 

13,522,721

 

14,814,021

 

(4,873,105

)

9,940,917

 

 

Town Center II (TX)

 

Kingwood, TX

 

1994

 

260

 

1,375,000

 

14,169,656

 

 

92,683

 

1,375,000

 

14,262,339

 

15,637,339

 

(3,604,908

)

12,032,431

 

 

Townes at Herndon

 

Herndon, VA

 

2002

 

218

 

10,900,000

 

49,216,125

 

 

22,214

 

10,900,000

 

49,238,339

 

60,138,339

 

(1,574,437

)

58,563,902

 

 

Tradition at Alafaya

 

Oviedo, FL

 

2006

 

253

 

7,590,000

 

32,014,299

 

 

(117

)

7,590,000

 

32,014,182

 

39,604,182

 

(1,010,541

)

38,593,642

 

 

Trails at Dominion Park

 

Houston, TX

 

1992

 

843

 

2,531,800

 

35,699,589

 

 

5,248,612

 

2,531,800

 

40,948,201

 

43,480,001

 

(15,291,501

)

28,188,500

 

 

Trump Place, 140 Riverside

 

New York, NY (G)

 

2003

 

354

 

103,539,100

 

94,082,057

 

 

122,980

 

103,539,100

 

94,205,037

 

197,744,137

 

(5,953,348

)

191,790,789

 

 

Trump Place, 160 Riverside

 

New York, NY (G)

 

2001

 

455

 

139,933,500

 

190,963,887

 

 

469,688

 

139,933,500

 

191,433,575

 

331,367,075

 

(10,922,967

)

320,444,108

 

 

Trump Place, 180 Riverside

 

New York, NY (G)

 

1998

 

516

 

144,968,250

 

138,345,708

 

 

1,546,310

 

144,968,250

 

139,892,018

 

284,860,268

 

(8,557,076

)

276,303,193

 

 

Turnberry Isle

 

Dallas, TX

 

1994

 

187

 

2,992,000

 

15,287,285

 

 

584,990

 

2,992,000

 

15,872,275

 

18,864,275

 

(1,582,010

)

17,282,266

 

 

Tuscany at Lindbergh

 

Atlanta, GA

 

2001

 

324

 

9,720,000

 

40,874,023

 

 

641,135

 

9,720,000

 

41,515,158

 

51,235,158

 

(2,500,579

)

48,734,580

 

 

Tyrone Gardens

 

Randolph, MA

 

1961/1965

 

165

 

4,953,000

 

5,799,572

 

 

1,414,338

 

4,953,000

 

7,213,910

 

12,166,910

 

(2,456,900

)

9,710,010

 

 

Uptown Square

 

Denver, CO (G)

 

1999/2001

 

696

 

17,492,000

 

100,697,530

 

 

321,993

 

17,492,000

 

101,019,523

 

118,511,523

 

(3,250,099

)

115,261,423

 

 

Valencia Plantation

 

Orlando, FL

 

1990

 

194

 

873,000

 

12,819,377

 

 

935,834

 

873,000

 

13,755,211

 

14,628,211

 

(4,008,336

)

10,619,875

 

 

Versailles

 

Woodland Hills, CA

 

1991

 

253

 

12,650,000

 

33,656,292

 

 

2,335,009

 

12,650,000

 

35,991,301

 

48,641,301

 

(4,672,266

)

43,969,035

 

 

Via Ventura

 

Scottsdale, AZ

 

1980

 

328

 

1,486,600

 

13,382,006

 

 

6,976,055

 

1,486,600

 

20,358,061

 

21,844,661

 

(11,540,954

)

10,303,707

 

 

View Pointe

 

Riverside, CA

 

1998

 

208

 

10,400,000

 

26,315,150

 

 

630,958

 

10,400,000

 

26,946,108

 

37,346,108

 

(1,569,338

)

35,776,770

 

 

Villa Solana

 

Laguna Hills, CA

 

1984

 

272

 

1,665,100

 

14,985,678

 

 

3,690,234

 

1,665,100

 

18,675,911

 

20,341,011

 

(8,999,716

)

11,341,295

 

 

Village at Lakewood

 

Phoenix, AZ

 

1988

 

240

 

3,166,411

 

13,859,090

 

 

1,476,850

 

3,166,411

 

15,335,940

 

18,502,351

 

(5,322,569

)

13,179,782

 

 

Village Oaks

 

Austin, TX

 

1984

 

280

 

1,186,000

 

10,663,736

 

 

2,882,522

 

1,186,000

 

13,546,258

 

14,732,258

 

(4,953,970

)

9,778,287

 

 

Village of Newport

 

Kent, WA

 

1987

 

100

 

416,300

 

3,756,582

 

 

621,623

 

416,300

 

4,378,205

 

4,794,505

 

(2,054,658

)

2,739,847

 

 

Virgil Square

 

Los Angeles, CA

 

1979

 

142

 

5,500,000

 

15,216,210

 

 

381,952

 

5,500,000

 

15,598,162

 

21,098,162

 

(1,165,569

)

19,932,594

 

 

Vista Del Lago

 

Mission Viejo, CA

 

1986-88

 

608

 

4,525,800

 

40,736,293

 

 

7,454,025

 

4,525,800

 

48,190,319

 

52,716,119

 

(21,970,822

)

30,745,296

 

 

Vista Grove

 

Mesa, AZ

 

1997 - 1998

 

224

 

1,341,796

 

12,157,045

 

 

925,655

 

1,341,796

 

13,082,700

 

14,424,496

 

(4,168,626

)

10,255,871

 

 

Vista Montana - Residential

 

San Jose, CA

 

(F)

 

 

 

1,225,533

 

 

 

 

1,225,533

 

1,225,533

 

 

1,225,533

 

 

Vista Montana - Condo

 

San Jose, CA

 

(F)

 

 

 

439,553

 

 

 

 

439,553

 

439,553

 

 

439,553

 

 

Waterford (Jax) II

 

Jacksonville, FL

 

(F)

 

 

566,923

 

62,373

 

 

 

566,923

 

62,373

 

629,296

 

 

629,296

 

 

Waterford at Deerwood

 

Jacksonville, FL

 

1985

 

248

 

1,696,000

 

10,659,702

 

 

2,068,695

 

1,696,000

 

12,728,397

 

14,424,397

 

(4,193,484

)

10,230,913

 

 

Waterford Place (CO)

 

Thornton, CO

 

1998

 

336

 

5,040,000

 

29,733,022

 

 

662,702

 

5,040,000

 

30,395,724

 

35,435,724

 

(2,289,513

)

33,146,212

 

 

Waterside

 

Reston, VA

 

1984

 

276

 

20,700,000

 

27,474,388

 

 

796,855

 

20,700,000

 

28,271,242

 

48,971,242

 

(1,938,567

)

47,032,675

 

 

Webster Green

 

Needham, MA

 

1985

 

77

 

1,418,893

 

9,485,006

 

 

457,298

 

1,418,893

 

9,942,304

 

11,361,197

 

(2,226,316

)

9,134,881

 

 

Welleby Lake Club

 

Sunrise, FL

 

1991

 

304

 

3,648,000

 

17,620,879

 

 

1,583,390

 

3,648,000

 

19,204,270

 

22,852,270

 

(5,886,183

)

16,966,086

 

 

Westfield Village

 

Centerville, VA

 

1988

 

228

 

7,000,000

 

23,245,834

 

 

3,765,784

 

7,000,000

 

27,011,618

 

34,011,618

 

(2,873,291

)

31,138,327

 

 

Westridge

 

Tacoma, WA

 

1987/1991

 

714

 

3,501,900

 

31,506,082

 

 

3,983,305

 

3,501,900

 

35,489,387

 

38,991,287

 

(12,958,546

)

26,032,741

 

 

Westside Villas I

 

Los Angeles, CA

 

1999

 

21

 

1,785,000

 

3,233,254

 

 

193,400

 

1,785,000

 

3,426,654

 

5,211,654

 

(822,173

)

4,389,482

 

 

Westside Villas II

 

Los Angeles, CA

 

1999

 

23

 

1,955,000

 

3,541,435

 

 

50,148

 

1,955,000

 

3,591,583

 

5,546,583

 

(781,098

)

4,765,486

 

 

Westside Villas III

 

Los Angeles, CA

 

1999

 

36

 

3,060,000

 

5,538,871

 

 

98,852

 

3,060,000

 

5,637,723

 

8,697,723

 

(1,233,642

)

7,464,081

 

 

Westside Villas IV

 

Los Angeles, CA

 

1999

 

36

 

3,060,000

 

5,539,390

 

 

84,742

 

3,060,000

 

5,624,133

 

8,684,133

 

(1,220,045

)

7,464,088

 

 

Westside Villas V

 

Los Angeles, CA

 

1999

 

60

 

5,100,000

 

9,224,485

 

 

143,070

 

5,100,000

 

9,367,556

 

14,467,556

 

(2,038,121

)

12,429,434

 

 

Westside Villas VI

 

Los Angeles, CA

 

1989

 

18

 

1,530,000

 

3,023,523

 

 

146,993

 

1,530,000

 

3,170,515

 

4,700,515

 

(694,718

)

4,005,797

 

 

Westside Villas VII

 

Los Angeles, CA

 

2001

 

53

 

4,505,000

 

10,758,900

 

 

141,444

 

4,505,000

 

10,900,343

 

15,405,343

 

(1,786,865

)

13,618,479

 

 

Whispering Oaks

 

Walnut Creek, CA

 

1974

 

316

 

2,170,800

 

19,539,586

 

 

3,246,477

 

2,170,800

 

22,786,063

 

24,956,863

 

(8,857,885

)

16,098,977

 

 

Willow Trail

 

Norcross, GA

 

1985

 

224

 

1,120,000

 

11,412,982

 

 

1,027,009

 

1,120,000

 

12,439,990

 

13,559,990

 

(3,850,958

)

9,709,033

 

 

 

S-7



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsequent to

 

 

 

Gross Amount Carried

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial Cost to

 

 

 

Acquisition

 

 

 

at Close of

 

 

 

 

 

 

 

 

 

 

 

Description

 

 

 

 

 

Company

 

 

 

(Improvements, net) (E)

 

 

 

Period 12/31/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of

 

 

 

 

 

Building &

 

 

 

Building &

 

 

 

Building &

 

 

 

Accumulated

 

Investment in Real

 

 

 

Apartment Name

 

Location

 

Construction

 

Units (I)

 

Land

 

Fixtures

 

Land

 

Fixtures

 

Land

 

Fixtures (A)

 

Total (B)

 

Depreciation (C)

 

Estate, Net at 12/31/06

 

Encumbrances

 

Wimberly

 

Dallas, TX

 

1996

 

372

 

2,232,000

 

27,685,923

 

 

1,445,913

 

2,232,000

 

29,131,836

 

31,363,836

 

(8,636,474

)

22,727,362

 

 

Wimberly at Deerwood

 

Jacksonville, FL

 

2000

 

322

 

8,000,000

 

30,057,214

 

 

807,195

 

8,000,000

 

30,864,410

 

38,864,410

 

(1,878,829

)

36,985,581

 

 

Wimbledon Oaks

 

Arlington, TX

 

1985

 

248

 

1,491,700

 

8,843,716

 

 

2,200,545

 

1,491,700

 

11,044,261

 

12,535,961

 

(3,615,907

)

8,920,054

 

 

Winchester Park

 

Riverside, RI

 

1972

 

416

 

2,822,618

 

18,868,626

 

 

3,031,769

 

2,822,618

 

21,900,395

 

24,723,013

 

(5,883,598

)

18,839,415

 

 

Winchester Wood

 

Riverside, RI

 

1989

 

62

 

683,215

 

4,567,154

 

 

436,297

 

683,215

 

5,003,451

 

5,686,666

 

(1,098,276

)

4,588,391

 

 

Windemere

 

Mesa, AZ

 

1986

 

224

 

940,450

 

8,659,280

 

 

1,948,232

 

940,450

 

10,607,512

 

11,547,962

 

(4,190,260

)

7,357,702

 

 

Windmont

 

Atlanta, GA

 

1988

 

178

 

3,204,000

 

7,128,448

 

 

783,453

 

3,204,000

 

7,911,901

 

11,115,901

 

(2,139,825

)

8,976,076

 

 

Windsor at Fair Lakes

 

Fairfax, VA

 

1988

 

250

 

10,000,000

 

28,587,109

 

 

3,820,070

 

10,000,000

 

32,407,178

 

42,407,178

 

(3,280,409

)

39,126,769

 

 

Winterwood

 

Charlotte, NC

 

1986

 

384

 

1,722,000

 

15,501,142

 

 

3,767,520

 

1,722,000

 

19,268,662

 

20,990,662

 

(9,406,175

)

11,584,487

 

 

Wood Creek (CA)

 

Pleasant Hill, CA

 

1987

 

256

 

9,729,900

 

23,009,768

 

 

1,711,007

 

9,729,900

 

24,720,775

 

34,450,675

 

(8,542,210

)

25,908,465

 

 

Woodbridge II

 

Cary, GA

 

1993-95

 

216

 

1,244,600

 

11,243,364

 

 

1,546,563

 

1,244,600

 

12,789,927

 

14,034,527

 

(4,862,665

)

9,171,862

 

 

Woodland Hills

 

Decatur, GA

 

1985

 

228

 

1,224,600

 

11,010,681

 

 

2,314,167

 

1,224,600

 

13,324,848

 

14,549,448

 

(5,522,032

)

9,027,416

 

 

Woodlands of Brookfield

 

Brookfield, WI

 

1990

 

148

 

1,484,600

 

13,961,081

 

 

1,157,041

 

1,484,600

 

15,118,122

 

16,602,722

 

(4,884,796

)

11,717,926

 

 

Woodmoor

 

Austin, TX

 

1981

 

208

 

653,800

 

5,875,968

 

 

2,398,443

 

653,800

 

8,274,412

 

8,928,212

 

(4,290,687

)

4,637,525

 

 

Woodside

 

Lorton, VA

 

1987

 

252

 

1,326,000

 

12,510,903

 

 

4,816,061

 

1,326,000

 

17,326,963

 

18,652,963

 

(6,745,922

)

11,907,041

 

 

Yarmouth Woods

 

Yarmouth, ME

 

1971/1978

 

138

 

692,800

 

6,096,155

 

 

1,290,437

 

692,800

 

7,386,592

 

8,079,392

 

(2,497,078

)

5,582,314

 

 

Management Business

 

Chicago, IL

 

(D)

 

 

 

 

 

69,475,276

 

 

69,475,276

 

69,475,276

 

(31,833,061

)

37,642,215

 

 

Operating Partnership

 

Chicago, IL

 

(F)

 

 

 

491,595

 

 

 

 

491,595

 

491,595

 

 

491,595

 

 

EQR Wholly Owned Unencumbered

 

 

 

 

 

97,902

 

2,480,114,318

 

8,218,412,694

 

 

755,163,632

 

2,480,114,318

 

8,973,576,325

 

11,453,690,644

 

(2,006,699,313

)

9,446,991,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQR Wholly Owned Encumbered:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1660 Peachtree

 

Atlanta, GA

 

1999

 

355

 

7,987,511

 

23,602,563

 

 

2,052,728

 

7,987,511

 

25,655,291

 

33,642,802

 

(2,969,665

)

30,673,137

 

23,000,000

 

2400 M St

 

Washington, D.C. (G)

 

2006

 

359

 

30,006,593

 

114,138,624

 

 

85,766

 

30,006,593

 

114,224,390

 

144,230,983

 

(3,205,390

)

141,025,593

 

75,936,000

 

2nd & 85th St

 

New York, NY

 

(F)

 

 

15,601,092

 

9,944,601

 

 

 

15,601,092

 

9,944,601

 

25,545,693

 

 

25,545,693

 

15,566,275

 

740 River Drive

 

St. Paul, MN

 

1962

 

163

 

1,626,700

 

11,234,943

 

 

3,347,310

 

1,626,700

 

14,582,252

 

16,208,952

 

(5,642,838

)

10,566,114

 

5,077,662

 

929 House

 

Cambridge, MA (G)

 

1975

 

127

 

3,252,993

 

21,745,595

 

 

1,673,535

 

3,252,993

 

23,419,130

 

26,672,123

 

(5,226,889

)

21,445,234

 

4,035,104

 

Academy Village

 

North Hollywood, CA

 

1989

 

248

 

25,000,000

 

23,593,194

 

 

1,184,661

 

25,000,000

 

24,777,855

 

49,777,855

 

(1,952,440

)

47,825,415

 

20,000,000

 

Agliano

 

Tampa, FL

 

(F)

 

 

8,424,662

 

4,797,568

 

 

 

8,424,662

 

4,797,568

 

13,222,229

 

 

13,222,229

 

6,099,616

 

Alta Pacific

 

Irvine, CA

 

(F)

 

 

10,752,145

 

11,037,426

 

 

 

10,752,145

 

11,037,426

 

21,789,570

 

 

21,789,570

 

28,260,000

 

Amberton

 

Manassas, VA

 

1986

 

190

 

900,600

 

11,921,815

 

 

1,959,704

 

900,600

 

13,881,519

 

14,782,119

 

(4,963,171

)

9,818,948

 

10,705,000

 

Arbor Terrace

 

Sunnyvale, CA

 

1979

 

174

 

9,057,300

 

18,483,642

 

 

1,590,781

 

9,057,300

 

20,074,423

 

29,131,723

 

(6,001,316

)

23,130,407

 

(O

)

Arboretum (MA)

 

Canton, MA

 

1989

 

156

 

4,685,900

 

10,992,751

 

 

1,178,505

 

4,685,900

 

12,171,256

 

16,857,156

 

(3,896,064

)

12,961,092

 

(L

)

Arboretum at Stonelake

 

Austin, TX

 

1996

 

408

 

6,120,000

 

24,069,023

 

 

1,657,170

 

6,120,000

 

25,726,193

 

31,846,193

 

(3,600,313

)

28,245,880

 

14,970,000

 

Arbors of Hickory Hollow

 

Antioch, TN

 

1986

 

336

 

202,985

 

6,936,761

 

 

3,529,757

 

202,985

 

10,466,517

 

10,669,502

 

(5,870,130

)

4,799,372

 

(K

)

Arden Villas

 

Orlando, FL

 

1999

 

336

 

5,500,000

 

28,600,796

 

 

2,089,931

 

5,500,000

 

30,690,727

 

36,190,727

 

(2,094,908

)

34,095,819

 

23,247,561

 

Artisan Square

 

Northridge, CA

 

2002

 

140

 

7,000,000

 

20,537,359

 

 

292,700

 

7,000,000

 

20,830,060

 

27,830,060

 

(3,133,707

)

24,696,353

 

(Q

)

Autumn River

 

Raleigh, NC

 

2002

 

284

 

3,408,000

 

20,890,457

 

 

513,753

 

3,408,000

 

21,404,210

 

24,812,210

 

(2,650,683

)

22,161,527

 

(Q

)

Avon Place

 

Avon, CT

 

1973

 

163

 

1,788,943

 

12,440,003

 

 

811,291

 

1,788,943

 

13,251,294

 

15,040,237

 

(2,988,280

)

12,051,958

 

(M

)

Bay Hill

 

Long Beach, CA

 

2002

 

160

 

7,600,000

 

27,437,239

 

 

153,455

 

7,600,000

 

27,590,694

 

35,190,694

 

(2,912,115

)

32,278,579

 

13,996,000

 

Bradford Apartments

 

Newington, CT

 

1964

 

64

 

401,091

 

2,681,210

 

 

334,347

 

401,091

 

3,015,557

 

3,416,648

 

(734,598

)

2,682,049

 

(M

)

Bradley Park

 

Puyallup, WA

 

1999

 

155

 

3,813,000

 

18,313,645

 

 

81,765

 

3,813,000

 

18,395,410

 

22,208,410

 

(1,103,632

)

21,104,778

 

12,443,749

 

Briar Knoll Apts

 

Vernon, CT

 

1986

 

150

 

928,972

 

6,209,988

 

 

815,944

 

928,972

 

7,025,932

 

7,954,904

 

(1,704,439

)

6,250,465

 

5,587,997

 

Briarwood (CA)

 

Sunnyvale, CA

 

1985

 

192

 

9,991,500

 

22,247,278

 

 

934,943

 

9,991,500

 

23,182,221

 

33,173,721

 

(6,824,575

)

26,349,146

 

12,800,000

 

Brookdale Village

 

Naperville, IL

 

1986

 

252

 

3,276,000

 

16,293,023

 

 

1,890,027

 

3,276,000

 

18,183,050

 

21,459,050

 

(5,259,890

)

16,199,160

 

10,820,000

 

Brookside (MD)

 

Frederick, MD

 

1993

 

228

 

2,736,000

 

7,934,069

 

 

1,505,337

 

2,736,000

 

9,439,406

 

12,175,406

 

(2,949,476

)

9,225,930

 

8,170,000

 

Brooksyde Apts

 

West Hartford, CT

 

1945

 

80

 

594,711

 

3,975,523

 

 

462,828

 

594,711

 

4,438,351

 

5,033,062

 

(1,078,479

)

3,954,583

 

(M

)

Burgundy Studios

 

Middletown, CT

 

1973

 

102

 

395,238

 

2,642,087

 

 

305,181

 

395,238

 

2,947,268

 

3,342,506

 

(766,460

)

2,576,046

 

(M

)

Canterbury

 

Germantown, MD

 

1986

 

544

 

2,781,300

 

32,942,531

 

 

9,622,847

 

2,781,300

 

42,565,377

 

45,346,677

 

(14,717,022

)

30,629,655

 

31,680,000

 

Carlyle

 

Dallas, TX

 

1993

 

180

 

1,890,000

 

14,155,000

 

 

757,963

 

1,890,000

 

14,912,963

 

16,802,963

 

(2,121,562

)

14,681,401

 

7,985,386

 

Cedar Glen

 

Reading, MA

 

1980

 

114

 

1,248,505

 

8,346,003

 

 

870,999

 

1,248,505

 

9,217,002

 

10,465,507

 

(2,093,019

)

8,372,489

 

1,330,414

 

Centennial Court

 

Seattle, WA (G)

 

2001

 

187

 

3,800,000

 

21,280,039

 

 

147,078

 

3,800,000

 

21,427,117

 

25,227,117

 

(1,768,802

)

23,458,314

 

17,671,302

 

Centennial Tower

 

Seattle, WA (G)

 

1991

 

221

 

5,900,000

 

48,800,339

 

 

727,028

 

5,900,000

 

49,527,368

 

55,427,368

 

(3,858,363

)

51,569,004

 

27,893,694

 

Cherry Creek I,II,&III (TN)

 

Hermitage, TN

 

1986/96

 

627

 

2,942,345

 

45,725,245

 

 

2,595,966

 

2,942,345

 

48,321,211

 

51,263,556

 

(13,377,168

)

37,886,388

 

16,892,453

 

Chestnut Glen

 

Abington, MA

 

1983

 

130

 

1,178,965

 

7,881,139

 

 

616,872

 

1,178,965

 

8,498,011

 

9,676,976

 

(1,988,090

)

7,688,887

 

3,607,045

 

Chickasaw Crossing

 

Orlando, FL

 

1986

 

292

 

2,044,000

 

12,366,832

 

 

1,201,286

 

2,044,000

 

13,568,119

 

15,612,119

 

(4,232,373

)

11,379,746

 

11,648,914

 

Church Corner

 

Cambridge, MA (G)

 

1987

 

85

 

5,220,000

 

16,744,643

 

 

106,905

 

5,220,000

 

16,851,548

 

22,071,548

 

(1,554,793

)

20,516,755

 

12,000,000

 

Cierra Crest

 

Denver, CO

 

1996

 

480

 

4,803,100

 

34,894,898

 

 

2,171,147

 

4,803,100

 

37,066,044

 

41,869,144

 

(12,039,922

)

29,829,222

 

(O

)

City Lofts

 

Chicago, IL

 

(F)

 

 

5,946,369

 

7,902,033

 

 

 

5,946,369

 

7,902,033

 

13,848,402

 

 

13,848,402

 

(J

)

Club at Tanasbourne

 

Hillsboro, OR

 

1990

 

352

 

3,521,300

 

16,257,934

 

 

2,560,552

 

3,521,300

 

18,818,487

 

22,339,787

 

(6,914,209

)

15,425,578

 

(N

)

Coachlight Village

 

Agawam, MA

 

1967

 

88

 

501,726

 

3,353,933

 

 

286,900

 

501,726

 

3,640,833

 

4,142,558

 

(878,731

)

3,263,827

 

(M

)

Colonial Village

 

Plainville, CT

 

1968

 

104

 

693,575

 

4,636,410

 

 

697,434

 

693,575

 

5,333,844

 

6,027,419

 

(1,303,637

)

4,723,782

 

(M

)

Conway Court

 

Roslindale, MA

 

1920

 

28

 

101,451

 

710,524

 

 

148,476

 

101,451

 

858,999

 

960,450

 

(211,156

)

749,295

 

372,378

 

Country Club Lakes

 

Jacksonville, FL

 

1997

 

555

 

15,000,000

 

41,055,786

 

 

1,458,520

 

15,000,000

 

42,514,306

 

57,514,306

 

(3,201,835

)

54,312,471

 

34,106,923

 

Coventry at Cityview

 

Fort Worth, TX

 

1996

 

360

 

2,160,000

 

23,072,847

 

 

1,805,282

 

2,160,000

 

24,878,129

 

27,038,129

 

(7,412,420

)

19,625,709

 

(Q

)

Creekside (San Mateo)

 

San Mateo, CA

 

1985

 

192

 

9,606,600

 

21,193,232

 

 

1,090,183

 

9,606,600

 

22,283,415

 

31,890,015

 

(6,693,710

)

25,196,305

 

(O

)

Creekside Homes at Legacy

 

Plano. TX

 

1998

 

380

 

4,560,000

 

32,275,748

 

 

1,925,740

 

4,560,000

 

34,201,488

 

38,761,488

 

(9,950,809

)

28,810,679

 

16,800,000

 

Cross Creek

 

Matthews, NC

 

1989

 

420

 

3,151,600

 

20,295,925

 

 

1,926,578

 

3,151,600

 

22,222,503

 

25,374,103

 

(7,077,104

)

18,296,999

 

(O

)

Crown Court

 

Scottsdale, AZ

 

1987

 

416

 

3,156,600

 

28,414,599

 

 

4,338,515

 

3,156,600

 

32,753,114

 

35,909,714

 

(11,534,011

)

24,375,703

 

(P

)

Dean Estates II

 

Cranston, RI

 

1970

 

48

 

308,457

 

2,061,971

 

 

404,267

 

308,457

 

2,466,238

 

2,774,695

 

(613,800

)

2,160,895

 

(M

)

Deerwood (Corona)

 

Corona, CA

 

1992

 

316

 

4,742,200

 

20,272,892

 

 

2,538,163

 

4,742,200

 

22,811,055

 

27,553,255

 

(7,870,791

)

19,682,464

 

(Q

)

Eastbridge

 

Dallas, TX

 

1998

 

169

 

3,380,000

 

11,860,382

 

 

661,554

 

3,380,000

 

12,521,935

 

15,901,935

 

(2,733,407

)

13,168,528

 

8,026,896

 

Fernbrook Townhomes

 

Plymouth, MN

 

1993

 

72

 

580,100

 

6,683,693

 

 

459,059

 

580,100

 

7,142,752

 

7,722,852

 

(2,206,216

)

5,516,636

 

4,855,548

 

Fireside Park

 

Rockville, MD

 

1961

 

236

 

4,248,000

 

9,977,101

 

 

2,323,800

 

4,248,000

 

12,300,901

 

16,548,901

 

(3,788,931

)

12,759,970

 

8,095,000

 

Forest Ridge I & II

 

Arlington, TX

 

1984/85

 

660

 

2,362,700

 

21,263,295

 

 

5,245,440

 

2,362,700

 

26,508,735

 

28,871,435

 

(10,897,465

)

17,973,969

 

(P

)

Four Lakes 5

 

Lisle, IL (G)

 

1968/1988

 

478

 

600,000

 

19,186,686

 

 

3,171,557

 

600,000

 

22,358,243

 

22,958,243

 

(13,891,138

)

9,067,105

 

(L

)

Four Winds

 

Fall River, MA

 

1987

 

168

 

1,370,843

 

9,163,804

 

 

1,067,946

 

1,370,843

 

10,231,751

 

11,602,593

 

(2,345,502

)

9,257,092

 

(M

)

Fox Hill Apartments

 

Enfield, CT

 

1974

 

168

 

1,129,018

 

7,547,256

 

 

731,052

 

1,129,018

 

8,278,308

 

9,407,326

 

(1,959,318

)

7,448,008

 

(M

)

Gallery, The

 

Hermosa Beach,CA

 

1971

 

168

 

18,144,000

 

46,565,645

 

 

3,190

 

18,144,000

 

46,568,835

 

64,712,835

 

(543,302

)

64,169,533

 

34,460,000

 

Geary Court Yard

 

San Francisco, CA

 

1990

 

164

 

1,722,400

 

15,471,429

 

 

1,155,470

 

1,722,400

 

16,626,899

 

18,349,299

 

(5,446,542

)

12,902,757

 

17,693,865

 

Glen Grove

 

Wellesley, MA

 

1979

 

125

 

1,344,601

 

8,988,383

 

 

661,016

 

1,344,601

 

9,649,399

 

10,994,000

 

(2,225,895

)

8,768,105

 

2,157,190

 

Glen Meadow

 

Franklin, MA

 

1971

 

288

 

2,339,330

 

17,796,431

 

 

2,018,461

 

2,339,330

 

19,814,892

 

22,154,222

 

(4,542,534

)

17,611,689

 

1,546,912

 

Glenlake

 

Glendale Heights. IL

 

1988

 

336

 

5,041,700

 

16,671,970

 

 

4,635,767

 

5,041,700

 

21,307,737

 

26,349,437

 

(7,990,753

)

18,358,684

 

14,845,000

 

Gosnold Grove

 

East Falmouth, MA

 

1978

 

33

 

124,296

 

830,891

 

 

171,810

 

124,296

 

1,002,701

 

1,126,996

 

(282,786

)

844,210

 

529,015

 

Greenhaven

 

Union City, CA

 

1983

 

250

 

7,507,000

 

15,210,399

 

 

1,664,822

 

7,507,000

 

16,875,221

 

24,382,221

 

(5,413,716

)

18,968,505

 

10,975,000

 

Greenhouse - Frey Road

 

Kennesaw, GA

 

1985

 

489

 

2,467,200

 

22,187,443

 

 

3,643,631

 

2,467,200

 

25,831,074

 

28,298,274

 

(11,927,896

)

16,370,378

 

(L

)

Greenhouse - Holcomb Bridge

 

Alpharetta, GA

 

1985

 

437

 

2,143,300

 

19,291,427

 

 

3,431,367

 

2,143,300

 

22,722,795

 

24,866,095

 

(10,729,479

)

14,136,616

 

(L

)

Greenhouse - Roswell

 

Roswell, GA

 

1985

 

236

 

1,220,000

 

10,974,727

 

 

2,091,987

 

1,220,000

 

13,066,714

 

14,286,714

 

(6,262,485

)

8,024,229

 

(L

)

Hampshire Place

 

Los Angeles, CA

 

1989

 

259

 

10,806,000

 

30,335,330

 

 

954,609

 

10,806,000

 

31,289,939

 

42,095,939

 

(2,947,784

)

39,148,155

 

18,681,951

 

Harbor Steps

 

Seattle, WA (G)

 

2000

 

730

 

59,900,000

 

158,829,662

 

 

812,941

 

59,900,000

 

159,642,603

 

219,542,603

 

(9,618,544

)

209,924,059

 

142,998,760

 

Heritage at Stone Ridge

 

Burlington, MA

 

2005

 

180

 

10,800,000

 

31,808,335

 

 

13,390

 

10,800,000

 

31,821,725

 

42,621,725

 

(1,032,478

)

41,589,248

 

29,186,892

 

Heritage Green

 

Sturbridge, MA

 

1974

 

130

 

835,313

 

5,583,898

 

 

822,502

 

835,313

 

6,406,400

 

7,241,713

 

(1,583,527

)

5,658,186

 

1,722,829

 

High Meadow

 

Ellington, CT

 

1975

 

100

 

583,679

 

3,901,774

 

 

296,872

 

583,679

 

4,198,647

 

4,782,326

 

(1,016,090

)

3,766,236

 

3,994,044

 

Highland Glen II

 

Westwood, MA

 

(F)

 

 

 

7,069,447

 

 

 

 

7,069,447

 

7,069,447

 

 

7,069,447

 

1,384,362

 

Highland Point

 

Aurora, CO

 

1984

 

319

 

1,631,900

 

14,684,439

 

 

1,900,859

 

1,631,900

 

16,585,298

 

18,217,198

 

(6,060,369

)

12,156,829

 

(N

)

 

S-8



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsequent to

 

 

 

Gross Amount Carried

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial Cost to

 

 

 

Acquisition

 

 

 

at Close of

 

 

 

 

 

 

 

 

 

 

 

Description

 

 

 

 

 

Company

 

 

 

(Improvements, net) (E)

 

 

 

Period 12/31/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of

 

 

 

 

 

Building &

 

 

 

Building &

 

 

 

Building &

 

 

 

Accumulated

 

Investment in Real

 

 

 

Apartment Name

 

Location

 

Construction

 

Units (I)

 

Land

 

Fixtures

 

Land

 

Fixtures

 

Land

 

Fixtures (A)

 

Total (B)

 

Depreciation (C)

 

Estate, Net at 12/31/06

 

Encumbrances

 

Highlands at Cherry Hill

 

Cherry Hills, NJ

 

2002

 

170

 

6,800,000

 

21,459,108

 

 

63,469

 

6,800,000

 

21,522,577

 

28,322,577

 

(1,537,068

)

26,785,509

 

16,983,599

 

Highlands at South Plainfield

 

South Plainfield, NJ

 

2000

 

252

 

10,080,000

 

37,526,912

 

 

143,289

 

10,080,000

 

37,670,201

 

47,750,201

 

(2,182,182

)

45,568,019

 

21,978,565

 

Highline Oaks

 

Denver, CO

 

1986

 

220

 

1,057,400

 

9,340,249

 

 

1,633,630

 

1,057,400

 

10,973,879

 

12,031,279

 

(4,268,727

)

7,762,552

 

(L

)

Isle at Arrowhead Ranch

 

Glendale, AZ

 

1996

 

256

 

1,650,237

 

19,593,123

 

 

1,076,108

 

1,650,237

 

20,669,232

 

22,319,469

 

(6,635,237

)

15,684,231

 

(N

)

Ivory Wood

 

Bothell, WA

 

2000

 

144

 

2,732,800

 

13,888,282

 

 

260,308

 

2,732,800

 

14,148,590

 

16,881,390

 

(1,536,323

)

15,345,067

 

8,020,000

 

Jaclen Towers

 

Beverly, NJ

 

1976

 

100

 

437,072

 

2,921,735

 

 

757,876

 

437,072

 

3,679,611

 

4,116,683

 

(1,021,556

)

3,095,127

 

1,662,193

 

James Street Crossing

 

Kent, WA

 

1989

 

300

 

2,081,254

 

18,748,337

 

 

1,591,291

 

2,081,254

 

20,339,629

 

22,420,882

 

(6,793,182

)

15,627,700

 

16,379,123

 

Laguna Clara

 

Santa Clara, CA

 

1972

 

264

 

13,642,420

 

29,707,475

 

 

1,589,501

 

13,642,420

 

31,296,976

 

44,939,395

 

(3,593,540

)

41,345,855

 

16,395,237

 

LaSalle

 

Beaverton, OR (G)

 

1998

 

554

 

7,202,000

 

35,877,612

 

 

1,421,673

 

7,202,000

 

37,299,285

 

44,501,285

 

(6,286,439

)

38,214,845

 

32,281,178

 

Legacy at Highlands Ranch

 

Highlands Ranch, CO

 

1999

 

422

 

6,330,000

 

37,557,013

 

 

715,465

 

6,330,000

 

38,272,478

 

44,602,478

 

(3,683,899

)

40,918,579

 

23,364,115

 

Legends at Preston

 

Morrisville, NC

 

2000

 

382

 

3,056,000

 

27,150,092

 

 

825,344

 

3,056,000

 

27,975,437

 

31,031,437

 

(6,437,195

)

24,594,241

 

(Q

)

Lenox at Patterson Place

 

Durham, NC

 

1999

 

292

 

4,380,000

 

18,969,172

 

 

252,146

 

4,380,000

 

19,221,319

 

23,601,319

 

(1,733,779

)

21,867,540

 

13,311,200

 

Liberty Park

 

Brain Tree, MA

 

2000

 

202

 

5,977,504

 

26,748,835

 

 

1,144,941

 

5,977,504

 

27,893,775

 

33,871,279

 

(3,915,415

)

29,955,864

 

26,500,000

 

Lincoln Heights

 

Quincy, MA

 

1991

 

336

 

5,928,400

 

33,595,262

 

 

3,407,908

 

5,928,400

 

37,003,170

 

42,931,570

 

(11,388,352

)

31,543,219

 

(O

)

Longfellow Glen

 

Sudbury, MA

 

1984

 

120

 

1,094,273

 

7,314,994

 

 

1,962,404

 

1,094,273

 

9,277,398

 

10,371,671

 

(2,350,664

)

8,021,007

 

3,646,298

 

Longwood

 

Decatur, GA

 

1992

 

268

 

1,454,048

 

13,087,393

 

 

1,294,958

 

1,454,048

 

14,382,351

 

15,836,399

 

(6,580,613

)

9,255,787

 

(P

)

Loomis Manor

 

West Hartford, CT

 

1948

 

43

 

422,350

 

2,823,326

 

 

340,486

 

422,350

 

3,163,812

 

3,586,162

 

(777,046

)

2,809,116

 

(M

)

Madison at Cedar Springs

 

Dallas, TX

 

1995

 

380

 

2,470,000

 

33,194,620

 

 

1,812,787

 

2,470,000

 

35,007,407

 

37,477,407

 

(10,033,392

)

27,444,015

 

(O

)

Madison at Chase Oaks

 

Plano, TX

 

1995

 

470

 

3,055,000

 

28,932,885

 

 

1,660,074

 

3,055,000

 

30,592,959

 

33,647,959

 

(9,194,874

)

24,453,085

 

(O

)

Madison at River Sound

 

Lawrenceville, GA

 

1996

 

586

 

3,666,999

 

47,387,106

 

 

1,639,481

 

3,666,999

 

49,026,588

 

52,693,587

 

(14,219,468

)

38,474,120

 

(Q

)

Madison at Round Grove

 

Lewisville, TX

 

1995

 

404

 

2,626,000

 

25,682,373

 

 

2,025,283

 

2,626,000

 

27,707,656

 

30,333,656

 

(8,253,692

)

22,079,964

 

(N

)

Madison at Scofield Farms

 

Austin, TX

 

1996

 

260

 

2,080,000

 

14,597,971

 

 

1,761,739

 

2,080,000

 

16,359,710

 

18,439,710

 

(4,050,986

)

14,388,723

 

11,809,427

 

Marks

 

Englewood, CO (G)

 

1987

 

616

 

4,928,500

 

44,622,314

 

 

3,818,828

 

4,928,500

 

48,441,143

 

53,369,643

 

(17,079,936

)

36,289,707

 

19,195,000

 

Meadow Ridge

 

Norwich, CT

 

1987

 

120

 

747,957

 

4,999,937

 

 

435,724

 

747,957

 

5,435,661

 

6,183,617

 

(1,283,296

)

4,900,321

 

4,186,418

 

Merritt at Satellite Place

 

Duluth, GA

 

1999

 

424

 

3,400,000

 

30,115,674

 

 

846,006

 

3,400,000

 

30,961,680

 

34,361,680

 

(8,002,830

)

26,358,850

 

(P

)

Mill Pond

 

Millersville, MD

 

1984

 

240

 

2,880,000

 

8,468,014

 

 

1,606,331

 

2,880,000

 

10,074,345

 

12,954,345

 

(3,366,047

)

9,588,298

 

7,300,000

 

Montierra

 

Scottsdale, AZ

 

1999

 

249

 

3,455,000

 

17,266,787

 

 

902,348

 

3,455,000

 

18,169,134

 

21,624,134

 

(5,019,201

)

16,604,934

 

(N

)

Montierra (CA)

 

San Diego, CA

 

1990

 

272

 

8,160,000

 

29,360,938

 

 

5,248,802

 

8,160,000

 

34,609,740

 

42,769,740

 

(7,632,314

)

35,137,427

 

17,065,682

 

Nehoiden Glen

 

Needham, MA

 

1978

 

61

 

634,538

 

4,241,755

 

 

396,597

 

634,538

 

4,638,352

 

5,272,890

 

(1,085,007

)

4,187,883

 

853,972

 

Noonan Glen

 

Winchester, MA

 

1983

 

18

 

151,344

 

1,011,700

 

 

253,182

 

151,344

 

1,264,882

 

1,416,226

 

(315,708

)

1,100,518

 

367,925

 

North Hill

 

Atlanta, GA

 

1984

 

420

 

2,525,300

 

18,550,989

 

 

5,869,398

 

2,525,300

 

24,420,387

 

26,945,687

 

(10,470,941

)

16,474,747

 

15,005,000

 

Northampton 1

 

Largo, MD

 

1977

 

344

 

1,843,200

 

17,528,381

 

 

4,450,047

 

1,843,200

 

21,978,428

 

23,821,628

 

(10,415,820

)

13,405,808

 

18,518,465

 

Northglen

 

Valencia, CA

 

1988

 

234

 

9,360,000

 

20,778,553

 

 

970,063

 

9,360,000

 

21,748,615

 

31,108,615

 

(4,827,171

)

26,281,445

 

14,002,893

 

Norton Glen

 

Norton, MA

 

1983

 

150

 

1,012,556

 

6,768,727

 

 

2,319,858

 

1,012,556

 

9,088,585

 

10,101,141

 

(2,410,159

)

7,690,982

 

3,455,734

 

Oak Mill I

 

Germantown, MD

 

1984

 

208

 

10,000,000

 

13,155,522

 

 

2,964,729

 

10,000,000

 

16,120,251

 

26,120,251

 

(1,030,729

)

25,089,521

 

14,020,434

 

Oak Mill II

 

Germantown, MD

 

1985

 

192

 

854,133

 

10,233,947

 

 

4,076,264

 

854,133

 

14,310,211

 

15,164,344

 

(4,691,037

)

10,473,306

 

9,600,000

 

Oak Park North

 

Agoura Hills, CA

 

1990

 

220

 

1,706,900

 

15,362,666

 

 

1,364,400

 

1,706,900

 

16,727,066

 

18,433,966

 

(6,610,491

)

11,823,475

 

(H

)

Oak Park South

 

Agoura Hills, CA

 

1989

 

224

 

1,683,800

 

15,154,608

 

 

1,458,829

 

1,683,800

 

16,613,437

 

18,297,237

 

(6,612,935

)

11,684,302

 

(H

)

Oaks

 

Santa Clarita, CA

 

2000

 

520

 

23,400,000

 

61,020,438

 

 

1,526,455

 

23,400,000

 

62,546,893

 

85,946,893

 

(8,311,764

)

77,635,129

 

44,145,593

 

Ocean Walk

 

Key West, FL

 

1990

 

297

 

2,838,749

 

25,545,009

 

 

1,962,607

 

2,838,749

 

27,507,616

 

30,346,365

 

(9,010,029

)

21,336,335

 

21,079,921

 

Old Mill Glen

 

Maynard, MA

 

1983

 

50

 

396,756

 

2,652,233

 

 

349,674

 

396,756

 

3,001,907

 

3,398,663

 

(727,222

)

2,671,441

 

1,470,615

 

Olde Redmond Place

 

Redmond, WA

 

1986

 

192

 

4,807,100

 

14,126,038

 

 

3,560,002

 

4,807,100

 

17,686,040

 

22,493,140

 

(5,219,902

)

17,273,238

 

(O

)

Parkfield

 

Denver, CO

 

2000

 

476

 

8,330,000

 

28,667,618

 

 

1,269,982

 

8,330,000

 

29,937,600

 

38,267,600

 

(6,557,488

)

31,710,112

 

23,275,000

 

Point (NC)

 

Charlotte, NC

 

1996

 

340

 

1,700,000

 

25,417,267

 

 

808,668

 

1,700,000

 

26,225,935

 

27,925,935

 

(7,691,364

)

20,234,571

 

(P

)

Portofino (Val)

 

Valencia, CA

 

1989

 

216

 

8,640,000

 

21,487,126

 

 

1,185,661

 

8,640,000

 

22,672,788

 

31,312,788

 

(4,905,494

)

26,407,294

 

13,612,927

 

Portside Towers

 

Jersey City, NJ (G)

 

1992/1997

 

527

 

22,455,700

 

96,842,913

 

 

5,787,065

 

22,455,700

 

102,629,978

 

125,085,678

 

(30,931,907

)

94,153,771

 

51,660,809

 

Prairie Creek I

 

Richardson, TX

 

1998/99

 

464

 

4,067,292

 

38,986,022

 

 

1,770,999

 

4,067,292

 

40,757,021

 

44,824,312

 

(11,297,225

)

33,527,088

 

(N

)

Preston Bend

 

Dallas, TX

 

1986

 

255

 

1,075,200

 

9,532,056

 

 

1,452,729

 

1,075,200

 

10,984,786

 

12,059,986

 

(4,065,152

)

7,994,833

 

(L

)

Promenade at Town Center II

 

Valencia, CA

 

2001

 

270

 

13,500,000

 

34,405,636

 

 

1,099,138

 

13,500,000

 

35,504,774

 

49,004,774

 

(4,091,670

)

44,913,104

 

35,381,430

 

Providence at Kirby

 

Houston, TX

 

1999

 

263

 

3,945,000

 

20,587,782

 

 

2,082,938

 

3,945,000

 

22,670,720

 

26,615,720

 

(3,981,248

)

22,634,472

 

17,497,407

 

Ranchstone

 

Houston, TX

 

1996

 

220

 

770,000

 

15,371,431

 

 

698,002

 

770,000

 

16,069,433

 

16,839,433

 

(4,760,662

)

12,078,771

 

(P

)

Ravens Crest

 

Plainsboro, NJ

 

1984

 

704

 

4,670,850

 

42,080,642

 

 

9,158,080

 

4,670,850

 

51,238,722

 

55,909,572

 

(22,212,136

)

33,697,436

 

(O

)

Reserve at Ashley Lake

 

Boynton Beach, FL

 

1990

 

440

 

3,520,400

 

23,332,494

 

 

2,829,478

 

3,520,400

 

26,161,972

 

29,682,372

 

(8,704,513

)

20,977,859

 

24,150,000

 

Reserve at Fairfax Corners

 

Fairfax, VA

 

2001

 

652

 

15,804,057

 

63,129,051

 

 

822,238

 

15,804,057

 

63,951,288

 

79,755,345

 

(10,417,153

)

69,338,192

 

(Q

)

Reserve at Potomac Yard

 

Alexandria, VA

 

2002

 

588

 

11,918,917

 

68,976,484

 

 

976,677

 

11,918,917

 

69,953,161

 

81,872,077

 

(7,383,279

)

74,488,799

 

66,470,000

 

Reserve at Town Center

 

Loudon, VA

 

2002

 

290

 

3,144,056

 

27,669,121

 

 

447,296

 

3,144,056

 

28,116,417

 

31,260,473

 

(3,156,973

)

28,103,500

 

26,500,000

 

Reserve at Town Center (WA)

 

Mill Creek, WA

 

2001

 

389

 

10,369,400

 

41,172,081

 

 

551,112

 

10,369,400

 

41,723,193

 

52,092,593

 

(4,326,324

)

47,766,269

 

29,160,000

 

Retreat, The

 

Phoenix, AZ

 

1999

 

480

 

3,475,114

 

27,265,252

 

 

1,384,123

 

3,475,114

 

28,649,375

 

32,124,489

 

(7,798,799

)

24,325,691

 

(P

)

Ribbon Mill

 

Manchester, CT

 

1908

 

104

 

787,929

 

5,267,144

 

 

450,152

 

787,929

 

5,717,296

 

6,505,225

 

(1,372,176

)

5,133,049

 

4,177,257

 

River Pointe at Den Rock Park

 

Lawrence, MA

 

2000

 

174

 

4,615,702

 

18,440,147

 

 

731,030

 

4,615,702

 

19,171,177

 

23,786,879

 

(3,019,924

)

20,766,956

 

18,100,000

 

Rivers Bend (CT)

 

Windsor, CT

 

1973

 

373

 

3,325,517

 

22,573,826

 

 

1,470,299

 

3,325,517

 

24,044,125

 

27,369,642

 

(5,577,831

)

21,791,811

 

(M

)

Riverview Condominiums

 

Norwalk, CT

 

1991

 

92

 

2,300,000

 

7,406,730

 

 

1,451,122

 

2,300,000

 

8,857,852

 

11,157,852

 

(2,576,581

)

8,581,271

 

5,762,246

 

Rockingham Glen

 

West Roxbury, MA

 

1974

 

143

 

1,124,217

 

7,515,160

 

 

1,030,086

 

1,124,217

 

8,545,246

 

9,669,463

 

(2,046,224

)

7,623,239

 

1,982,265

 

Rolling Green (Amherst)

 

Amherst, MA

 

1970

 

204

 

1,340,702

 

8,962,317

 

 

2,483,372

 

1,340,702

 

11,445,689

 

12,786,391

 

(2,933,371

)

9,853,020

 

3,176,795

 

Rolling Green (Milford)

 

Milford, MA

 

1970

 

304

 

2,012,350

 

13,452,150

 

 

2,233,452

 

2,012,350

 

15,685,602

 

17,697,952

 

(4,166,739

)

13,531,213

 

6,411,164

 

Royale

 

Cranston, RI

 

1976

 

76

 

512,785

 

3,427,866

 

 

511,169

 

512,785

 

3,939,035

 

4,451,820

 

(970,344

)

3,481,476

 

(M

)

Savannah Midtown

 

Atlanta, GA

 

2000

 

322

 

7,209,873

 

29,433,507

 

 

701,727

 

7,209,873

 

30,135,234

 

37,345,107

 

(3,435,943

)

33,909,164

 

17,800,000

 

Savoy I

 

Aurora, CO

 

2001

 

444

 

6,109,460

 

38,765,670

 

 

863,806

 

6,109,460

 

39,629,476

 

45,738,936

 

(4,610,717

)

41,128,219

 

(O

)

Scarborough Square

 

Rockville, MD

 

1967

 

121

 

1,815,000

 

7,608,126

 

 

1,609,081

 

1,815,000

 

9,217,207

 

11,032,207

 

(2,977,714

)

8,054,493

 

4,652,200

 

Security Manor

 

Westfield, MA

 

1971

 

63

 

355,456

 

2,376,152

 

 

156,428

 

355,456

 

2,532,580

 

2,888,036

 

(590,736

)

2,297,301

 

(M

)

Sedona Springs

 

Austin, TX

 

1995

 

396

 

2,574,000

 

23,477,043

 

 

2,690,214

 

2,574,000

 

26,167,257

 

28,741,257

 

(7,987,754

)

20,753,502

 

(P

)

Siena Terrace

 

Lake Forest, CA

 

1988

 

356

 

8,900,000

 

24,083,024

 

 

1,856,227

 

8,900,000

 

25,939,250

 

34,839,250

 

(7,445,906

)

27,393,345

 

16,743,402

 

Skycrest

 

Valencia, CA

 

1999

 

264

 

10,560,000

 

25,574,457

 

 

1,143,673

 

10,560,000

 

26,718,131

 

37,278,131

 

(5,823,540

)

31,454,591

 

16,946,177

 

Skyline Towers

 

Falls Church, VA (G)

 

1971

 

939

 

78,278,200

 

91,484,764

 

 

1,268,870

 

78,278,200

 

92,753,635

 

171,031,835

 

(7,102,912

)

163,928,923

 

92,594,283

 

Skyview

 

Rancho Santa Margarita, CA

 

1999

 

260

 

3,380,000

 

21,952,863

 

 

866,189

 

3,380,000

 

22,819,052

 

26,199,052

 

(6,091,615

)

20,107,437

 

(P

)

Sonterra at Foothill Ranch

 

Foothill Ranch, CA

 

1997

 

300

 

7,503,400

 

24,048,507

 

 

1,073,835

 

7,503,400

 

25,122,342

 

32,625,742

 

(7,798,632

)

24,827,110

 

(O

)

South Winds

 

Fall River, MA

 

1971

 

404

 

2,481,821

 

16,780,359

 

 

2,450,689

 

2,481,821

 

19,231,048

 

21,712,869

 

(4,988,894

)

16,723,975

 

6,329,013

 

Springs Colony

 

Altamonte Springs, FL

 

1986

 

188

 

630,411

 

5,852,157

 

 

1,859,211

 

630,411

 

7,711,368

 

8,341,779

 

(3,732,774

)

4,609,005

 

(L

)

Stoney Ridge

 

Dale City, VA

 

1985

 

264

 

8,000,000

 

24,147,091

 

 

3,203,633

 

8,000,000

 

27,350,724

 

35,350,724

 

(1,580,144

)

33,770,580

 

16,487,748

 

Stonybrook

 

Boynton Beach, FL

 

2001

 

264

 

10,500,000

 

24,967,638

 

 

300,654

 

10,500,000

 

25,268,292

 

35,768,292

 

(2,025,736

)

33,742,556

 

22,698,602

 

Summer Chase

 

Denver, CO

 

1983

 

384

 

1,709,200

 

15,375,008

 

 

2,928,364

 

1,709,200

 

18,303,372

 

20,012,572

 

(7,717,479

)

12,295,094

 

(N

)

Summerhill Glen

 

Maynard, MA

 

1980

 

120

 

415,812

 

3,000,816

 

 

518,109

 

415,812

 

3,518,925

 

3,934,737

 

(958,487

)

2,976,250

 

1,615,411

 

Summerset Village

 

Chatsworth, CA

 

1985

 

280

 

2,630,700

 

23,670,889

 

 

2,156,850

 

2,630,700

 

25,827,740

 

28,458,440

 

(9,276,969

)

19,181,471

 

(N

)

Summit & Birch Hill

 

Farmington, CT

 

1967

 

186

 

1,757,438

 

11,748,112

 

 

1,295,341

 

1,757,438

 

13,043,453

 

14,800,891

 

(3,051,136

)

11,749,755

 

(M

)

Talleyrand

 

Tarrytown, NY (L)

 

1997-98

 

300

 

12,000,000

 

49,838,160

 

 

3,009,985

 

12,000,000

 

52,848,145

 

64,848,145

 

(9,749,010

)

55,099,135

 

35,000,000

 

Tanasbourne Terrace

 

Hillsboro, OR

 

1986-89

 

373

 

1,876,700

 

16,891,205

 

 

3,176,067

 

1,876,700

 

20,067,272

 

21,943,972

 

(9,226,767

)

12,717,204

 

(N

)

Tanglewood (RI)

 

West Warwick, RI

 

1973

 

176

 

1,141,415

 

7,630,129

 

 

542,318

 

1,141,415

 

8,172,446

 

9,313,862

 

(1,928,816

)

7,385,046

 

6,119,315

 

Tanglewood (VA)

 

Manassas, VA

 

1987

 

432

 

2,108,295

 

24,619,495

 

 

6,755,046

 

2,108,295

 

31,374,541

 

33,482,836

 

(11,409,349

)

22,073,486

 

25,110,000

 

Turf Club

 

Littleton, CO

 

1986

 

324

 

2,107,300

 

15,478,040

 

 

2,437,516

 

2,107,300

 

17,915,556

 

20,022,856

 

(6,336,194

)

13,686,662

 

(P

)

Union Station

 

Los Angeles, CA

 

(F)

 

 

8,500,000

 

56,351,848

 

 

20,708

 

8,500,000

 

56,372,555

 

64,872,555

 

 

64,872,555

 

39,786,999

 

Uwajimaya Village

 

Seattle, WA

 

2002

 

176

 

8,800,000

 

22,188,275

 

 

13,008

 

8,800,000

 

22,201,283

 

31,001,283

 

(1,362,172

)

29,639,111

 

17,110,471

 

Van Deene Manor

 

West Springfield, MA

 

1970

 

111

 

744,491

 

4,976,771

 

 

413,979

 

744,491

 

5,390,750

 

6,135,241

 

(1,289,474

)

4,845,767

 

(M

)

Villa Encanto

 

Phoenix, AZ

 

1983

 

383

 

2,884,447

 

22,197,363

 

 

2,637,833

 

2,884,447

 

24,835,196

 

27,719,643

 

(8,701,565

)

19,018,078

 

(P

)

Village at Bear Creek

 

Lakewood, CO

 

1987

 

472

 

4,519,700

 

40,676,390

 

 

2,605,666

 

4,519,700

 

43,282,056

 

47,801,756

 

(14,573,650

)

33,228,106

 

(O

)

 

S-9



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsequent to

 

 

 

Gross Amount Carried

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial Cost to

 

 

 

Acquisition

 

 

 

at Close of

 

 

 

 

 

 

 

 

 

 

 

Description

 

 

 

 

 

Company

 

 

 

(Improvements, net) (E)

 

 

 

Period 12/31/06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of

 

 

 

 

 

Building &

 

 

 

Building &

 

 

 

Building &

 

 

 

Accumulated

 

Investment in Real

 

 

 

Apartment Name

 

Location

 

Construction

 

Units (I)

 

Land

 

Fixtures

 

Land

 

Fixtures

 

Land

 

Fixtures (A)

 

Total (B)

 

Depreciation (C)

 

Estate, Net at 12/31/06

 

Encumbrances

 

Villas at Josey Ranch

 

Carrollton, TX

 

1986

 

198

 

1,587,700

 

7,254,727

 

 

1,730,751

 

1,587,700

 

8,985,479

 

10,573,179

 

(3,057,535

)

7,515,643

 

6,092,776

 

Vintage

 

Ontario, CA

 

(F)

 

 

7,059,230

 

38,083,277

 

 

 

7,059,230

 

38,083,277

 

45,142,508

 

 

45,142,508

 

40,775,042

 

Vista Del Lago (TX)

 

Dallas, TX

 

1992

 

296

 

3,552,000

 

20,066,912

 

 

1,202,082

 

3,552,000

 

21,268,994

 

24,820,994

 

(4,704,851

)

20,116,143

 

(N

)

Warwick Station

 

Westminster, CO

 

1986

 

332

 

2,282,000

 

21,113,974

 

 

1,633,183

 

2,282,000

 

22,747,157

 

25,029,157

 

(7,684,285

)

17,344,872

 

8,355,000

 

Waterford at Orange Park

 

Orange Park, FL

 

1986

 

280

 

1,960,000

 

12,098,784

 

 

2,313,997

 

1,960,000

 

14,412,782

 

16,372,782

 

(4,971,051

)

11,401,731

 

9,540,000

 

Waterford at the Lakes

 

Kent, WA

 

1990

 

344

 

3,100,200

 

16,140,924

 

 

1,843,767

 

3,100,200

 

17,984,691

 

21,084,891

 

(6,698,259

)

14,386,632

 

(Q

)

Wellington Hill

 

Manchester, NH

 

1987

 

390

 

1,890,200

 

17,120,662

 

 

4,805,649

 

1,890,200

 

21,926,311

 

23,816,511

 

(10,361,742

)

13,454,769

 

(L

)

Westgate

 

Pasadena, CA

 

(F)

 

 

46,802,616

 

10,480,376

 

 

 

46,802,616

 

10,480,376

 

57,282,992

 

 

57,282,992

 

28,666,040

 

Westwood Glen

 

Westwood, MA

 

1972

 

156

 

1,616,505

 

10,806,004

 

 

390,684

 

1,616,505

 

11,196,688

 

12,813,193

 

(2,541,517

)

10,271,676

 

981,284

 

Whisper Creek

 

Denver, CO

 

2002

 

272

 

5,310,000

 

22,998,558

 

 

365,119

 

5,310,000

 

23,363,677

 

28,673,677

 

(2,259,697

)

26,413,980

 

13,580,000

 

Wilkins Glen

 

Medfield, MA

 

1975

 

103

 

538,483

 

3,629,943

 

 

661,999

 

538,483

 

4,291,942

 

4,830,425

 

(1,119,190

)

3,711,235

 

1,436,791

 

Windridge (CA)

 

Laguna Niguel, CA

 

1989

 

344

 

2,662,900

 

23,985,497

 

 

3,097,251

 

2,662,900

 

27,082,747

 

29,745,647

 

(11,907,606

)

17,838,042

 

(H

)

Woodbridge

 

Cary, GA

 

1993-95

 

128

 

737,400

 

6,636,870

 

 

1,121,244

 

737,400

 

7,758,114

 

8,495,514

 

(3,070,630

)

5,424,884

 

4,175,389

 

Woodbridge (CT)

 

Newington, CT

 

1968

 

73

 

498,377

 

3,331,548

 

 

476,311

 

498,377

 

3,807,859

 

4,306,236

 

(872,673

)

3,433,563

 

(M

)

Woodlake (WA)

 

Kirkland, WA

 

1984

 

288

 

6,631,400

 

16,735,484

 

 

1,886,511

 

6,631,400

 

18,621,995

 

25,253,395

 

(5,965,512

)

19,287,883

 

(O

)

Woodleaf

 

Campbell, CA

 

1984

 

178

 

8,550,600

 

16,988,183

 

 

865,954

 

8,550,600

 

17,854,137

 

26,404,737

 

(5,440,933

)

20,963,803

 

(O

)

Woodridge (MN)

 

Eagan, MN

 

1986

 

200

 

1,602,300

 

10,449,579

 

 

1,558,895

 

1,602,300

 

12,008,474

 

13,610,774

 

(4,033,502

)

9,577,272

 

7,060,251

 

EQR Wholly Owned Encumbered

 

 

 

 

 

48,540

 

998,881,216

 

3,931,377,111

 

 

291,342,825

 

998,881,216

 

4,222,719,936

 

5,221,601,153

 

(936,392,757

)

4,285,208,396

 

1,923,428,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQR Partially Owned Unencumbered:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1210 Mass

 

Washington, D.C.

 

2004

 

144

 

9,213,512

 

30,728,957

 

 

110,955

 

9,213,512

 

30,839,912

 

40,053,425

 

(2,545,296

)

37,508,129

 

 

Ball Park Lofts

 

Denver, CO

 

2003

 

339

 

5,481,556

 

53,226,470

 

 

395,599

 

5,481,556

 

53,622,070

 

59,103,626

 

(5,115,208

)

53,988,418

 

 

EQR Partially Owned Unencumbered

 

 

 

 

 

483

 

14,695,068

 

83,955,427

 

 

506,554

 

14,695,068

 

84,461,982

 

99,157,051

 

(7,660,504

)

91,496,547

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQR Partially Owned Encumbered:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bella Terra I

 

Mukilteo, WA

 

2002

 

235

 

5,686,861

 

26,070,540

 

 

312,115

 

5,686,861

 

26,382,655

 

32,069,517

 

(3,115,530

)

28,953,986

 

23,350,000

 

Brookside Crossing I

 

Stockton, CA

 

1981

 

90

 

625,000

 

4,663,298

 

 

1,365,294

 

625,000

 

6,028,592

 

6,653,592

 

(1,566,398

)

5,087,194

 

4,658,000

 

Brookside Crossing II

 

Stockton, CA

 

1981

 

128

 

770,000

 

5,967,676

 

 

1,374,519

 

770,000

 

7,342,194

 

8,112,194

 

(1,728,481

)

6,383,713

 

4,867,000

 

Canyon Creek (CA)

 

San Ramon, CA

 

1984

 

268

 

5,425,000

 

18,812,121

 

 

1,593,132

 

5,425,000

 

20,405,252

 

25,830,252

 

(4,384,869

)

21,445,384

 

28,000,000

 

Cobblestone Village

 

Fresno, CA

 

1983

 

162

 

315,000

 

7,587,004

 

 

1,551,020

 

315,000

 

9,138,024

 

9,453,024

 

(1,894,336

)

7,558,688

 

6,000,000

 

Country Oaks

 

Agoura Hills, CA

 

1985

 

256

 

6,105,000

 

29,561,865

 

 

1,897,266

 

6,105,000

 

31,459,131

 

37,564,131

 

(5,447,312

)

32,116,819

 

29,412,000

 

Deerfield

 

Denver, CO

 

1983

 

158

 

1,260,000

 

8,502,224

 

 

1,345,675

 

1,260,000

 

9,847,899

 

11,107,899

 

(2,357,475

)

8,750,424

 

9,100,000

 

Edgewater

 

Bakersfield, CA

 

1984

 

258

 

580,000

 

17,710,063

 

 

1,845,232

 

580,000

 

19,555,294

 

20,135,294

 

(3,684,647

)

16,450,647

 

11,988,000

 

Fox Ridge

 

Englewood, CO

 

1984

 

300

 

2,490,000

 

17,522,114

 

 

1,649,489

 

2,490,000

 

19,171,603

 

21,661,603

 

(4,673,060

)

16,988,543

 

20,300,000

 

Hidden Lake

 

Sacramento, CA

 

1985

 

272

 

1,715,000

 

16,413,154

 

 

1,750,680

 

1,715,000

 

18,163,833

 

19,878,833

 

(3,784,138

)

16,094,696

 

15,165,000

 

Lakeview

 

Lodi, CA

 

1983

 

138

 

950,000

 

7,383,862

 

 

1,207,936

 

950,000

 

8,591,798

 

9,541,798

 

(1,890,044

)

7,651,754

 

7,286,000

 

Lakewood

 

Tulsa, OK

 

1985

 

152

 

855,000

 

6,480,774

 

 

900,713

 

855,000

 

7,381,487

 

8,236,487

 

(1,958,047

)

6,278,440

 

5,600,000

 

Lantern Cove

 

Foster City, CA

 

1985

 

232

 

6,945,000

 

23,332,206

 

 

1,388,082

 

6,945,000

 

24,720,288

 

31,665,288

 

(5,084,132

)

26,581,155

 

36,403,000

 

Legacy Park Central

 

Concord, CA

 

2003

 

259

 

6,469,230

 

46,745,854

 

 

51,275

 

6,469,230

 

46,797,129

 

53,266,359

 

(4,349,725

)

48,916,634

 

37,650,000

 

Mesa Del Oso

 

Albuquerque, NM

 

1983

 

221

 

4,305,000

 

12,160,419

 

 

956,672

 

4,305,000

 

13,117,091

 

17,422,091

 

(3,112,304

)

14,309,787

 

10,271,614

 

Schooner Bay I

 

Foster City, CA

 

1985

 

168

 

5,345,000

 

20,509,239

 

 

1,544,185

 

5,345,000

 

22,053,424

 

27,398,424

 

(4,176,012

)

23,222,412

 

27,000,000

 

Schooner Bay II

 

Foster City, CA

 

1985

 

144

 

4,550,000

 

18,142,163

 

 

1,466,173

 

4,550,000

 

19,608,337

 

24,158,337

 

(3,668,252

)

20,490,085

 

23,760,000

 

South Shore

 

Stockton, CA

 

1979

 

129

 

840,000

 

9,380,786

 

 

1,287,382

 

840,000

 

10,668,168

 

11,508,168

 

(2,137,899

)

9,370,269

 

6,833,000

 

Tierra Antigua

 

Albuquerque, NM

 

1985

 

148

 

1,825,000

 

7,841,358

 

 

486,388

 

1,825,000

 

8,327,746

 

10,152,746

 

(2,016,718

)

8,136,028

 

6,069,590

 

Waterfield Square I

 

Stockton, CA

 

1984

 

170

 

950,000

 

9,300,249

 

 

1,789,096

 

950,000

 

11,089,345

 

12,039,345

 

(2,434,588

)

9,604,757

 

6,923,000

 

Waterfield Square II

 

Stockton, CA

 

1984

 

158

 

845,000

 

8,657,988

 

 

1,385,043

 

845,000

 

10,043,031

 

10,888,031

 

(2,075,145

)

8,812,887

 

6,595,000

 

Willow Brook (CA)

 

Pleasant Hill, CA

 

1985

 

228

 

5,055,000

 

38,387,297

 

 

826,020

 

5,055,000

 

39,213,317

 

44,268,317

 

(4,582,228

)

39,686,090

 

29,000,000

 

Willow Creek

 

Fresno, CA

 

1984

 

116

 

275,000

 

6,639,018

 

 

800,517

 

275,000

 

7,439,535

 

7,714,535

 

(1,605,882

)

6,108,654

 

5,112,000

 

EQR Partially Owned Encumbered

 

 

 

 

 

4,390

 

64,181,091

 

367,771,269

 

 

28,773,904

 

64,181,091

 

396,545,174

 

460,726,265

 

(71,727,221

)

388,999,044

 

361,343,204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio/Entity Encumberances (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

893,451,149

 

Total Consolidated Investment in Real Estate

 

 

 

 

 

151,315

 

$

3,557,871,695

 

$

12,601,516,504

 

$

 

$

1,075,786,914

 

$

3,557,871,695

 

$

13,677,303,418

 

$

17,235,175,113

 

$

(3,022,479,795

)

$

14,212,695,318

 

$

3,178,223,172

 


(1) See attached Encumberances Reconciliation

 

S-10



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2006

 


NOTES:

(A)

The balance of furniture & fixtures included in the total investment in real estate amount was $812,552,035 as of December 31, 2006.

(B)

The aggregate cost for Federal Income Tax purposes as of December 31, 2006 was approximately $10.2 billion.

(C)

The life to compute depreciation for building is 30 years, for building improvements ranges from 5 to 10 years, for furniture & fixtures and replacements is 5 years, and for in-place leases is the average remaining term of each respective lease.

(D)

This asset consists of various acquisition dates and largely represents furniture, fixtures and equipment, leasehold improvements and capitalized software costs owned by the Management Business, which are generally depreciated over periods ranging from 3 to 7 years.

(E)

Primarily represents capital expenditures for major maintenance and replacements incurred subsequent to each property’s acquisition date.

(F)

Represents land, construction-in-progress and/or miscellaneous pursuit costs on projects either held for future development or projects currently under development.

(G)

A portion or all of these properties includes commercial space (retail, parking and/or office space).

(H)

These three properties are pledged as additional collateral in connection with various tax-exempt bond financings.

(I)

Total properties and units exclude both the Partially Owned Properties - Unconsolidated consisting of 45 properties and 10,846 units, and the Military Housing (Fee Managed) consisting of one property and 3,555 units.

(J)

This asset has a new construction loan outstanding but no amounts had yet been drawn as of December 31, 2006.

 

S-11



 

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 number for our Exchange Act filings referenced below is 1-12252.

 

Exhibit

 

Description

 

Location

3.1

 

Articles of Restatement of Declaration of Trust of Equity Residential dated December 9, 2004.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2004.

 

 

 

 

 

3.2

 

Fifth Amended and Restated Bylaws of Equity Residential dated December 9, 2004.

 

Included as an exhibit to the Company’s Form 8-K dated December 9, 2004, filed on December 10, 2004.

 

 

 

 

 

4.1

 

Indenture, dated October 1, 1994, between the Operating Partnership, as obligor and The First National Bank of Chicago, as trustee (“Indenture”).

 

Included as an exhibit to the Operating Partnership’s Form 10/A, dated December 12, 1994, File No. 0-24920.

 

 

 

 

 

4.2

 

First Supplemental Indenture to Indenture, dated as of September 9, 2004.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on September 10, 2004.

 

 

 

 

 

4.3

 

Description of 7 5/8% Notes due April 15, 2007.

 

Contained in 424B2 Prospectus Filing of Evans Withycombe Residential, Inc. dated March 28, 1997.

 

 

 

 

 

4.4

 

Form of 6.9% Note due August 1, 2007.

 

Included as an exhibit to Form 8-K of Merry Land & Investment Company, Inc., filed on July 29, 1997.

 

 

 

 

 

4.5

 

Form of 4.861% Note due November 30, 2007.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on November 20, 2002.

 

 

 

 

 

4.6

 

Form of 4.75% Note due June 15, 2009.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on June 4, 2004.

 

 

 

 

 

4.7

 

Terms Agreement regarding 6.95% Notes due March 2, 2011.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on March 2, 2001.

 

 

 

 

 

4.8

 

Terms Agreement regarding 6.625% Notes due March 15, 2012.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on March 14, 2002.

 

 

 

 

 

4.9

 

Form of 5.2% Note due April 1, 2013.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on March 19, 2003.

 



 

Exhibit

 

Description

 

Location

4.10

 

Form of 5.25% Note due September 15, 2014.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on September 10, 2004.

 

 

 

 

 

4.11

 

Terms Agreement regarding 6.63% (subsequently remarketed to a 6.584% fixed rate) Notes due April 13, 2015.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on April 13, 1998.

 

 

 

 

 

4.12

 

Terms Agreement regarding 7 1/8% Notes due October 15, 2017.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on October 9, 1997.

 

 

 

 

 

4.13

 

Terms Agreement regarding 7.57% Notes due August 15, 2026.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on August 13, 1996.

 

 

 

 

 

4.14

 

Terms Agreement regarding 5.125% Notes due March 15, 2016.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, filed on September 13, 2005.

 

 

 

 

 

4.15

 

Form of 5.375% Note due August 1, 2016.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, dated January 11, 2006, filed on January 18, 2006.

 

 

 

 

 

4.16

 

Form of 3.85% Exchangeable Senior Note due August 15, 2026.

 

Included as an exhibit to the Operating Partnership’s Form 8-K, dated August 16, 2006, filed August 23, 2006.

 

 

 

 

 

10.1

 

Fifth Amended and Restated Agreement of Limited Partnership of ERP Operating Limited Partnership.

 

Included as an exhibit to the Operating Partnership’s Form 8-K/A dated July 23, 1998, filed on August 18, 1998.

 

 

 

 

 

10.2

 

Master Amendment to Other Securities Term Sheets and Joinders to Operating Partnership Agreement of ERP Operating Limited Partnership dated December 19, 2003.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2003.

 

 

 

 

 

10.3

 

Assignment and Assumption Agreement between the Company and ERP Operating Limited Partnership dated December 19, 2003.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2003.

 

 

 

 

 

10.4*

 

Noncompetition Agreement (Zell).

 

Included as an exhibit to the Company’s Form S-11 Registration Statement, File No. 33-63158.

 

 

 

 

 

10.5*

 

Noncompetition Agreement (Spector).

 

Included as an exhibit to the Company’s Form S-11 Registration Statement, File No. 33-63158.

 

 

 

 

 

10.6*

 

Form of Noncompetition Agreement (other officers).

 

Included as an exhibit to the Company’s Form S-11 Registration Statement, File No. 33-63158.

 



 

Exhibit

 

Description

 

Location

10.7

 

Amended and Restated Master Reimbursement Agreement, dated as of November 1, 1996 by and between Federal National Mortgage Association and EQR-Bond Partnership.

 

Included as an exhibit to the Company’s Form S-11 Registration Statement, File No. 33-63158.

 

 

 

 

 

10.8

 

Revolving Credit Agreement dated as of April 1, 2005 among ERP Operating Limited Partnership, Bank of America, N.A., as administrative agent, JP Morgan Chase Bank, N.A., as syndication agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint lead arrangers and joint book runners, Commerzbank AG, New York and Grand Cayman Branches, Wachovia Bank, National Association, Wells Fargo Bank, N.A., Suntrust Bank, and US Bank National Association, as co-documentation agents, and a syndicate of other banks (the “Credit Agreement”).

 

Included as an exhibit to the Company’s Form 8-K dated April 1, 2005, filed on April 4, 2005.

 

 

 

 

 

10.9

 

Guaranty of Payment, made as of April 1, 2005, between Equity Residential and Bank of America, N.A., as administrative agent for the banks party to the Credit Agreement.

 

Included as an exhibit to the Company’s Form 8-K dated April 1, 2005, filed on April 4, 2005.

 

 

 

 

 

10.10

 

Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 1999.

 

 

 

 

 

10.11*

 

The Equity Residential Advantage Retirement Savings Plan, restated effective January 1, 2004.

 

Attached herein.

 

 

 

 

 

10.12*

 

First Amendment to The Equity Residential Properties Advantage Retirement Savings Plan, dated April 25, 2005.

 

Attached herein.

 

 

 

 

 

10.13*

 

Second Amendment to Equity Residential Advantage Retirement Savings Plan, dated April 30, 2005.

 

Attached herein.

 

 

 

 

 

10.14*

 

Equity Residential 2002 Share Incentive Plan.

 

Included as an exhibit to the Company’s Form S-8 filed on January 21, 2003.

 

 

 

 

 

10.15*

 

First Amendment to Equity Residential 2002 Share Incentive Plan.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2004.

 

 

 

 

 

10.16*

 

Second Amendment to Equity Residential 2002 Share Incentive Plan.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2004.

 

 

 

 

 

10.17*

 

Third Amendment to Equity Residential 2002 Share Incentive Plan.

 

Included as an exhibit to the Company’s Form 10-Q for the quarterly period ended March 31, 2005.

 

 

 

 

 

10.18*

 

Fourth Amendment to Equity Residential 2002 Share Incentive Plan.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2005.

 



 

Exhibit

 

Description

 

Location

10.19*

 

Fifth Amendment to Equity Residential 2002 Share Incentive Plan.

 

Attached herein.

 

 

 

 

 

10.20*

 

Second Amendment to Equity Residential 1993 Share Option and Share Award Plan.

 

Attached herein.

 

 

 

 

 

10.21*

 

Form of Equity Residential Performance Based Unit Award Grant Agreement.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2004.

 

 

 

 

 

10.22*

 

Form of Change in Control Agreement between the Company and other executive officers.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2001.

 

 

 

 

 

10.23*

 

Form of Indemnification Agreement between the Company and each trustee and executive officer.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2003.

 

 

 

 

 

10.24*

 

Form of Executive Retirement Benefits Agreement.

 

Attached herein.

 

 

 

 

 

10.25*

 

Amended and Restated Executive Compensation Agreement between the Company and Samuel Zell dated March 5, 2003, but effective as of January 1, 2003.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2002.

 

 

 

 

 

10.26*

 

First Amendment to Amended and Restated Executive Compensation Agreement between the Company and Samuel Zell dated February 3, 2005.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2004.

 

 

 

 

 

10.27*

 

Second Amendment to Amended and Restated Compensation Agreement between the Company and Samuel Zell dated April 25, 2005.

 

Included as an exhibit to the Company’s Form 10-Q for the quarterly period ended March 31, 2005.

 

 

 

 

 

10.28*

 

Amended and Restated Deferred Compensation Agreement between the Company and Gerald A. Spector dated January 1, 2002.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2001.

 

 

 

 

 

10.29*

 

Retirement Benefits Agreement between Samuel Zell and the Company dated October 18, 2001.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2001.

 

 

 

 

 

10.30*

 

Severance Agreement (Change in Control) between the Company and Donna Brandin dated September 10, 2004.

 

Attached herein.

 

 

 

 

 

10.31*

 

Summary of Changes to Trustee Compensation.

 

Included as an exhibit to the Company’s Form 8-K dated September 21, 2005, filed on September 27, 2005.

 

 

 

 

 

10.32*

 

Equity Residential Supplemental Executive Retirement Savings Plan as Amended and Restated effective January 1, 2003.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2005.

 

 

 

 

 

10.33*

 

Amendment No. 1 to the Equity Residential Supplemental Executive Retirement Savings Plan.

 

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2005.

 

 

 

 

 

10.34

 

Form of Lexford Housing Division Sale Agreement.

 

Included as an exhibit to the Company’s Form 10-Q for the quarterly period ended June 30, 2006.

 



 

Exhibit

 

Description

 

Location

12

 

Computation of Ratio of Earnings to Combined Fixed Charges.

 

Attached herein.

 

 

 

 

 

21

 

List of Subsidiaries of Equity Residential.

 

Attached herein.

 

 

 

 

 

23.1

 

Consent of Ernst & Young LLP.

 

Attached herein.

 

 

 

 

 

24

 

Power of Attorney.

 

Signature page to this report.

 

 

 

 

 

31.1

 

Certification of David J. Neithercut, Chief Executive Officer.

 

Attached herein.

 

 

 

 

 

31.2

 

Certification of Donna Brandin, Chief Financial Officer.

 

Attached herein.

 

 

 

 

 

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes–Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of the Company.

 

Attached herein.

 

 

 

 

 

32.2

 

Certification Pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes–Oxley Act of 2002, of Donna Brandin, Chief Financial Officer of the Company.

 

Attached herein.

 

 

 

 

 

 


* Management contracts and compensatory plans or arrangements filed as exhibits to this     report are identified by an asterisk.