FORM 10-KUNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

ý

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

For the Fiscal Year EndedDECEMBER 31, 2003

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)

 

http://www.equityapartments.com

(Registrant’s web site)

 

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  ý   No   o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes   ýx  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 $7.1$13.0 billion based upon the closing price on June 30, 20032006 of $25.95$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, 20042007 was 278,543,863.294,015,767.

 



 

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 29, 2004,20, 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.

The Properties

25

Item 3.

Legal Proceedings

2829

Item 4.

Submission of Matters to a Vote of Security Holders

2829

 

 

 

PART II.

 

 

 

 

 

Item 5.

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

2930

Item 6.

Selected Financial Data

2930

Item 7.

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

3132

Item 7A.

Quantitative and Qualitative DisclosureDisclosures about Market Risk

4748

Item 8.

Financial Statements and Supplementary Data

4849

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

4849

Item 9A.

Disclosure Controls and Procedures

4849

Item 9B.

Other Information

50

 

 

 

PART III.

 

 

 

 

 

Item 10.

Trustees, and Executive Officers of the Registrantand Corporate Governance

4951

Item 11.

Executive Compensation

4951

Item 12.

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

4951

Item 13.

Certain Relationships and Related Transactions, and Trustee Independence

4951

Item 14.

Principal AccountantAccounting Fees and Services

4951

 

 

 

PART IV.

 

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules and Reports on Form 8-K

5052

 

3



 

Item 1.  Business

 

General

 

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

 

The Company is one of the largest publicly traded REIT’sreal estate companies and is the largest publicly traded REIT 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 leases (under operating leases)operates approximately thirty-five divisional, regional and area property management offices throughout the United States.

 

EQR is the general partner of, and as of December 31, 20032006 owned an approximate 92.7%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 is, directly or indirectly, a partner, member or shareholder of numerous partnerships, limited liability companies and corporations which have been established primarily to own fee simple title to multifamily properties or to conduct property management activities and other businesses related to the ownership and operation of multifamily residential real estate.its subsidiaries.  References to the “Company” include EQR, the Operating Partnership and each of the partnerships, limited liability companies and corporationsthose entities owned or controlled by the Operating Partnership and/or EQR.

 

As of December 31, 2003,2006, the Company, owneddirectly or hadindirectly through investments in 968title holding entities, owned all or a portion of 617 properties in 3425 states and the District of Columbia consisting of 207,506165,716 units.  The ownership breakdown includes:includes (table does not include various uncompleted development properties):

 

 

 

Properties

 

Units

 

Wholly Owned Properties

 

849

 

178,150

 

Partially Owned Properties (Consolidated)

 

35

 

6,778

 

Unconsolidated Properties

 

84

 

22,578

 

 

 

968

 

207,506

 

 

 

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

 

 

TheAs of February 7, 2007, the Company has approximately 6,0005,200 employees as of March 1, 2004.  An on-site manager, who supervises the on-site employeesprovide real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and is responsible for the day-to-day operations of the property, directs each of the Company’s properties.  An assistant manager and/or leasing staff generally assist the manager.  In addition, a maintenance director at each property supervises a maintenance staff and/or contractors whose responsibilities include a variety of tasks, including responding to service requests, preparing vacant apartments for the next resident and performing preventive maintenance procedures year-round.other support functions.

 

Certain capitalized terms as 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 both current income, capital appreciation of each property and long-term growth in income, thereby increasing:

the value of the properties;

                  distributions on a per Common Share basis; and

                  shareholders’ value.total return for its shareholders.  The Company’s strategy for accomplishing these objectives includes:

 

4



 

The Company’s strategies for accomplishing these objectives are:                  Leveraging our size and scale in four critical ways:

 

                  maintaining and increasing property occupancy while increasing rental rates;Investing in apartment communities located in strategically targeted markets, to maximize our total return on an enterprise level;

                  controlling expenses, providing regular preventive maintenance, making periodic renovationsMeeting the needs of our residents by offering a wide array of product choices and enhancing amenities;a commitment to service;

                  maintainingEngaging, 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 ratiohighly diversified portfolio by investing in target markets defined by a combination of consolidated debt-to-total market capitalization of less than 50%the following criteria:

                  High barrier-to-entry (low supply);

                  strategically acquiring and disposing of properties, with an emphasis on acquiring attractive properties in high barrier to entry markets and on selling properties in low barrier to entry markets;

                  purchasing newly developed, as well as co-investing in the development of, multifamily communities;

                  entering into joint ventures related to the ownership of established properties;Strong economic predictors (high demand); and

                  strategically investing in various businesses that will enhance services for the properties.Attractive quality of life (high demand and retention).

 

The Company is committed                  Giving residents reasons to resident satisfaction by striving to anticipate industry trends and implementing strategies and policies consistentstay with providing quality resident services.  In addition, the Company continuously surveys rental ratesby providing a range of competing propertiesproduct options available in our diversified portfolio and conducts resident satisfaction surveysby enhancing their experience through our employees and our services.

                  Being open and responsive to determine the factors they consider most important in choosing a particular apartment unit and/or property.market realities to take advantage of investment opportunities that align with our long-term vision.

 

Acquisition, Development and DevelopmentDisposition Strategies

 

The Company anticipates that future property acquisitions, developments and developmentsdispositions will occur within the United States.  Management will continue to use market information to evaluate opportunities.  The Company’s market database allows it to review the primary economic indicators of the markets where the Company currently owns properties and where it expects to expand its operations.  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 additional 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 whichthat 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 developments,dispositions, the Company will consider:generally considers the following factors:

 

                  strategically targeted markets;

                  income levels and employment growth trends in the geographic arearelevant market;

                  employment and typehousehold growth and net migration of community;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;

                  income levels and employment growth trends in the relevant market;

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

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;

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

5



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

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

Disposition Strategies

Management uses market information to evaluate dispositions.  Factors the Company considers in deciding whether to dispose of its properties include the following:

                  potential increases in new construction;

                  submarkets that will underperform the average performance of the portfolio in the mid and long-term;

                  markets where the Company does not intend to establish long-term concentrations;area; and

                  age or locationopportunistic selling based on demand and price of a particular property.high quality assets, including condominium conversions.

 

The Company will reinvestgenerally reinvests the proceeds received from property dispositions primarily to fund property acquisitions as well as fundachieve its acquisition and development activities.strategies.  In addition, when feasible, the Company may structure these transactions as tax deferredtax-deferred exchanges.

 

Financing StrategiesDebt and Equity Activity

 

ThePlease refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results ofOperations, for the Company’s “Consolidated Debt-to-Total Market Capitalization Ratio”Capital Structure chart as of December 31, 2003 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 and preference interests outstanding.

Capitalization as of December 31, 2003

Total Debt

 

 

 

$

5,360,488,661

 

 

 

 

 

 

 

Common Shares & OP Units

 

299,551,617

 

 

 

Common Share Equivalents (see below)

 

3,598,234

 

 

 

Total Outstanding at year-end

 

303,149,851

 

 

 

Common Share Price at December 31, 2003

 

$

29.51

 

 

 

 

 

 

 

8,945,952,103

 

Perpetual Preferred Shares Liquidation Value

 

 

 

615,000,000

 

Perpetual Preference Interests Liquidation Value

 

 

 

211,500,000

 

Total Market Capitalization

 

 

 

$

15,132,940,764

 

 

 

 

 

 

 

Total Debt/Total Market Capitalization

 

 

 

35

%

6



2006.

Convertible Preferred Shares, Preference Interests
and Junior Preference Units
as of December 31, 2003

 

 

Shares/Units

 

Conversion
Ratio

 

Common
Share
Equivalents

 

Preferred Shares:

 

 

 

 

 

 

 

Series E

 

2,192,490

 

1.1128

 

2,439,803

 

Series H

 

44,028

 

1.4480

 

63,753

 

Preference Interests:

 

 

 

 

 

 

 

Series H

 

190,000

 

1.5108

 

287,052

 

Series I

 

270,000

 

1.4542

 

392,634

 

Series J

 

230,000

 

1.4108

 

324,484

 

Junior Preference Units:

 

 

 

 

 

 

 

Series A

 

20,333

 

4.081600

 

82,991

 

Series B

 

7,367

 

1.020408

 

7,517

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

3,598,234

 

The Company’s policies are to maintain a ratio of consolidated debt-to-total market capitalization of less than 50% and that EQR shall not incur indebtedness other than short-term trade, employee compensation or similar indebtedness that will be paid in the ordinary course of business.

 

Debt and Equity Offerings Forfor the Years Ended December 31, 2003, 20022006, 2005 and 20012004

 

During 2003, the Company:2006:

 

                  Issued 600,000 Series N Cumulative Redeemable Preferred SharesThe 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 a liquidation value of $150.0 millioninterest payable semiannually in arrears on February 1 and August 1, commencing August 1, 2006.  The Operating Partnership received net proceeds of approximately $145.3 million.$395.5 million in connection with this issuance.

                  Issued 3,249,555The 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 $68.4$69.7 million.

                  Issued 289,274The Company issued 213,427 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $6.3$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 2002, the Company:2005:

 

                  Issued 1,435,115The 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 $29.6$54.9 million.

                  Issued 324,238The Company issued 286,751 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $7.4$8.3 million.

During 2004:

                  Issued 31,354 Common Shares pursuant to its Share Purchase - DRIP PlanThe 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 $0.9 million.$296.8 million in connection with this issuance.

                  Issued 41,407 Common Shares pursuant to its Dividend Reinvestment – DRIP PlanThe 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 $1.2 million.$496.1 million in connection with this issuance.

                  Repurchased 5,092,300 of its Common SharesThe Operating Partnership received $100.0 million as an initial draw on the open market at an average price of $22.58 per share.a $300.0 million floating rate loan in July 2004.  The purchases were made between October 1loan was paid off in full and October 22, 2002.  The Company paid approximately $115.0 millionterminated in connection therewith.  These shares were subsequently retired.

During 2001, the Company:

September 2004.

                  Issued 3,187,217The Company issued 3,350,759 Common Shares pursuant to its Share Incentive Plans and received net proceeds of approximately $65.4$79.0 million.

7



                  Issued 310,261The Company issued 275,616 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $6.9 million.

                  Issued 33,106 Common Shares pursuant to its Share Purchase - DRIP Plan and received net proceeds of approximately $0.9 million.

                  Issued 42,649 Common Shares pursuant to its Dividend Reinvestment – DRIP Plan and received net proceeds of approximately $1.2 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 4, 2004,28, 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 remainedremains available for issuance by the Company under thisa registration statement.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, 2004, 22,736,2392007, 23,574,211 shares are available for issuance under this plan.

 

Cumulative through December 31, 2003, the Company, through a subsidiary of the Operating Partnership, issued various series of Preference Interests (the “Preference Interests”) with an equity value of $246.0million receiving net proceeds of $239.9 million.

Debt Offerings For the Years Ended December 31, 2003, 2002 and 2001

During 2003:

                  The Operating Partnership issued $400.0 million of redeemable unsecured fixed rate notes (the “April 2013 Notes”) in a public debt offering in March 2003.  The April 2013 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis.  The April 2013 Notes are due April 1, 2013.  The annual interest rate on the April 2013 Notes is 5.20%, which is payable semiannually in arrears on April 1 and October 1, commencing October 1, 2003.The Operating Partnership received net proceeds of approximately $397.5 million in connection with this issuance.

During 2002:

                  The Operating Partnership issued $400.0 million of redeemable unsecured fixed rate notes (the “March 2012 Notes”) in a public debt offering in March 2002.  The March 2012 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis.  The March 2012 Notes are due March 15, 2012.  The annual interest rate on the March 2012 Notes is 6.625%, which is payable semiannually in arrears on September 15 and March 15, commencing September 15, 2002.The Operating Partnership received net proceeds of approximately $394.5 million in connection with this issuance.

                  The Operating Partnership issued $50.0 million of redeemable unsecured fixed rate notes (the “November 2007 Notes”) in a public debt offering in November 2002.  The November 2007 Notes are due November 30, 2007.  The annual interest rate on the November 2007 Notes is 4.861%, which is payable semiannually in arrears on May 30 and November 30, commencing May 30, 2003.The Operating Partnership received net proceeds of approximately $49.9 million in connection with this issuance.

During 2001:

                  The Operating Partnership issued $300.0 million of redeemable unsecured fixed rate notes (the “March 2011 Notes”) in a public debt offering in March 2001.  The March 2011 Notes were issued at a discount, which is being amortized over the life of the notes on a straight-line basis.  The March 2011 Notes are due March 2, 2011.  The annual interest rate on the March 2011 Notes is 6.95%,

8



which is payable semiannually in arrears on September 2 and March 2, commencing September 2, 2001.The Operating Partnership received net proceeds of approximately $297.4 million in connection with this issuance.

In June 2003, the Operating Partnership filed and the SEC declared effective a Form S-3 registration statement to register $2.0 billion of debt securities.  In addition, the Operating Partnership carried over $280.0 million related to a prior registration statement.  As of February 4, 2004, $2.28 billion in debt securities remained available for issuance under this registration statement.

Credit Facilities

 

In May 2002, the Company obtained a new three-year $700.0 millionThe Operating Partnership has an unsecured revolving credit facility with potential borrowings of up to $1.0 billion maturing on May 29, 2005.  The new line of credit replaced2008, with the $700.0ability to increase available borrowings by an additional $500.0 million unsecured revolving credit facility that was scheduled to expire in August 2002.  The prior existing revolving credit facility was terminated upon the closing of the new facility.under certain circumstances.  Advances under the new 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 uponon 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, 2003, $10.02006 and December 31, 2005, $460.0 million and $769.0 million, respectively, was outstanding and $56.7$69.3 million and $50.2 million, respectively, was restricted (dedicated to support letters of credit and not available for borrowing) on the line of credit.credit facilities.  During the yearyears ended December 31, 2003,2006 and 2005, the weighted average interest rate on borrowings under the line of credit was 1.85%.

Business Combinations

In January 2002, the Company sold the former Globe Business Resources, Inc. (“Globe”) furniture rental business it acquired in July 2000 for approximately $30.0 million in cash, which approximated the net book value at the sale date.  The Company has retained ownership of the former Globe short-term furnished housing business, which is now known as Equity Corporate Housing (“ECH”).

For the year ended December 31, 2002, the Company recorded approximately $17.1 million of asset impairment charges related to ECH.  Following the guidance in SFAS No. 142, these chargesfacilities were the result of the Company’s decision to reduce the carrying value of ECH to $30.0 million, given the continued weakness in the economy5.40% and management’s expectations for near-term performance and were determined based upon a discounted cash flow analysis of the business.  This impairment loss is reflected on the consolidated statements of operations as impairment on corporate housing business and on the consolidated balance sheets as a reduction in goodwill, net.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.  Throughout 2002 and 2003, historically low mortgage interest rates coupledSee Item 1A Risk Factors for additional information with increased residential construction and single-family home sales have had an adverse competitive effect on the Company.respect to competition.

9



 

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.

 

Set forth below areThe occurrence of the risks that we believe are important to investors who purchaseevents discussed in the following risk factors could adversely affect, possibly in a material manner, our business, financial condition or ownresults 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; preference units (“Units”); or units of limited partnership interest (“OP Units”) of ERP Operating Limited Partnership, our operating partnership; and limited partnership which are redeemable on a one-for-one basis for common shares or their cash equivalent.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,”“securities”, and the investors who own Shares, Interests, Units and/or OP Units as our “security holders.”holders”.

 

Our Performance and ShareSecurities 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 climate,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 beBe 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.  As a result of general economic conditions and competitive factors discussed above, we have experienced a trend of declining rents and increased concessions when entering into new leases across our portfolio during the last two years.

 

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

 

We intend to continue to actively acquire and develop multifamily properties.  Newly acquired properties for rental operations and/or developedconversion into condominiums, as well as upgrade and sell existing properties may fail to perform as expected.individual condominiums. We may underestimate the costs necessary to bring an acquired or development property up to standards established for its intended market position or to develop a property.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

10



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 Toto Sell Properties When Appropriate

 

Real estate investments generally cannot be sold quickly.  We may not be able to changereconfigure 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 taxes, income taxes 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 areAre Possible and can beCan 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 threeseveral years, there have been an increasing number of lawsuits against owners and managers of multifamily properties other than the Company 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 one or more of our properties.

 

11



Insurance Policy Deductibles and Exclusions

 

In order to partially mitigate the substantial increase in insurance costs in recent years, management has determined to gradually increaseincreased deductible and self-insured retention amounts.  As of December 31, 2003,2006, the Company'sCompany’s property insurance policy (for Wholly Owned Properties) provides for a per occurrence deductible of $250,000 and self insuredself-insured retention of $5.0 million per occurrence, subject to a maximum annual aggregate self insuredself-insured retention of $7.5 million.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, 2003,2006, provide for a $1.0 million per occurrence deductible.  WhileThese 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 that the savings in insurance premium expense justifies this increased exposure.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 withand deductibles are very high deductibles.  Moreover,high.  Additionally, the terrorism insurance coverage that is available typically excludes coverage for losses from acts of foreign governments as well as nuclear, biological and chemical attacks.  At the present time,As of December 31, 2006, the Company has determined that it is not economically prudent to obtainwas insured for $500 million in terrorism insurance for its portfolio to the extent otherwise available, especially given the significant risks that are not covered by such insurance.coverage, with a $5.0 million deductible.  In the event of a terrorist attack impacting one or more of theour 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 helpsand 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

 

ThePlease refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the Company’s total debt summary,and unsecured debt summaries as of December 31, 2003, included:2006.

Debt Summary

 

 

$ Millions *

 

Weighted
Average Rate *

 

Secured

 

$

2,694

 

5.80

%

Unsecured

 

2,666

 

6.38

%

Total

 

$

5,360

 

6.08

%

 

 

 

 

 

 

Fixed Rate

 

$

4,610

 

6.65

%

Floating Rate

 

750

 

2.24

%

Total

 

$

5,360

 

6.08

%

 

 

 

 

 

 

Above Totals Include:

 

 

 

 

 

Tax Exempt:

 

 

 

 

 

Fixed

 

$

343

 

4.38

%

Floating

 

587

 

1.74

%

 Total

 

$

930

 

3.01

%

 

 

 

 

 

 

Unsecured Revolving Credit Facility

 

$

10

 

1.85

%


* Net of the effect of any derivative instruments.

12



In addition to debt, we have $919.1$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 8.17%7.69% per annum, as of December 31, 2003.2006.  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.  The

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, 2003 is as follows:

Debt Maturity Schedule

Year

 

$ Millions

 

% of Total

 

2004

 

$

515

 

9.6

%

2005(1)

 

605

 

11.3

%

2006(2)

 

490

 

9.1

%

2007

 

333

 

6.2

%

2008

 

495

 

9.2

%

2009

 

246

 

4.6

%

2010

 

196

 

3.7

%

2011

 

688

 

12.8

%

2012

 

424

 

7.9

%

2013+

 

1,368

 

25.6

%

Total

 

$

5,360

 

100.0

%


(1)Includes $300 million of unsecured debt with a final maturity of 2015 that is putable/callable in 2005.

(2) Includes $150 million of unsecured debt with a final maturity of 2026 that is putable in 2006.

 

Financial Covenants Could Adversely Affect the Company’s Financial Condition

 

If a property we own is mortgaged to secure payment of indebtednessdebt 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.  A foreclosure could also result in our recognition of taxable income without our actually receiving cash proceeds from the disposition of the property with which to pay the tax.  This could adversely affect our cash flow and could make it more difficult for us to meet our REIT distribution requirements.

 

The mortgages on our properties may contain customary 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

13



customary restrictions, requirements and other limitations on our ability to incur indebtedness.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 indebtednessdebt (including acquisition financing), and to sell all or substantially all of our assets.  Our credit facilityfacilities and indentures are cross-defaulted and also contain cross default provisions with other material indebtedness.debt.  Our most restrictive unsecured public debt covenants as of December 31, 20032006 and 2002,2005, respectively, are (terms are defined in the indentures):

 

Unsecured Public Debt Covenants11



 

Selected Unsecured Public Debt Covenants

Selected Unsecured Public Debt Covenants

 

 

December 31,

 

December 31,

 

 

As of
12/31/03

 

As of
12/31/02

 

 

2006

 

2005

 

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

 

39.1

%

39.8

%

 

44.6

%

44.9

%

 

 

 

 

 

 

 

 

 

 

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

 

19.6

%

21.1

%

 

17.6

%

20.0

%

 

 

 

 

 

 

 

 

 

 

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

 

2.90

 

3.18

 

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%)

 

330.2

%

334.8

%

 

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 Ratioconsolidated debt-to-total market capitalization ratio was 35%33.0% as of December 31, 2003.  We have a policy of incurring indebtedness for borrowed money only through the Operating Partnership and its subsidiaries and only if upon such incurrence our debt to market capitalization ratio would be approximately 50% or less.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 facilityfacilities 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 expensesexpense under these debt instruments and would increase the costs of refinancing existing indebtednessdebt 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 Bruce W. Duncan,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

14



effected. affected.  Mr. Zell has entered into executive compensation and retirement benefit agreements with the Company.  Mr. Duncan and Mr. Spector havehas entered into a Deferred Compensation AgreementsAgreement with the Company that under certain conditions could provide bothhim with a salary benefit after their respectivehis termination of employment with the Company.  In addition, Mr. Zell and Mr. Spector have entered into Noncompetition Agreements with the Company and Mr. Duncan’s Employment Agreement contains covenants not to compete in favorCompany.

12



In the event the Chairman of the Company.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 beBe Exercised in a Manner Adverse to Other Shareholders

 

As of January 31, 2004, (1) Samuel Zell, the Chairman of the Board of the Company, and certain of the current holders of OP Units issued to affiliates of Mr. Zell owned in the aggregate approximately 3.2% of our common shares (Mr. Zell and these affiliates are described herein as the “Zell Original Owners”); and (2) our executive officers and trustees, excluding Mr. Zell (see disclosure above), owned approximately 3.8% of our common shares. These percentages assume all options are exercised for common shares and all OP Units are converted to common shares.  In addition, theThe consent of certain affiliates of Mr. Zell is required for certain amendments to the Fifth Amended and Restated Agreement of Limited Partnership of ERPthe Operating Limited Partnership (the “Partnership Agreement”).  As a result of their security ownership and rights concerning amendments to the Partnership Agreement, the Zell affiliatessecurity holders referred to herein may have substantial 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.  See “We Have a Share Ownership Limit for REIT Tax Purposes.”  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.

 

1513



 

Our Preferred Shares of Beneficial Interest May Affect Changes in Control

 

Our Declaration of Trust authorizes the Board of Trustees to issue up to 100 million preferred shares, of beneficial interest, 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.  As of December 31, 2003, 5,496,518 preferred shares were issued and outstanding.

 

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 trust’sCompany’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 theMr. Zell Original Ownersand certain of his affiliates and persons acting in concert with any of the Zell Original Owners.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 isIs Dependent on Compliance Withwith 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, at least 95% of 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

16



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,

14



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 beCould Be Disqualified as a REIT or Have to Pay Taxes if Our Merger Partners Did Not Qualify as REIT’sREITs

 

If any of our recentprior 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 were 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.

Other Tax Liabilities

Even if we qualify as a REIT, we will be subject to certain federal, state and local taxes on our income and property.  In addition, our third-party management operations, corporate housing business and condominium conversion business, which are conducted through subsidiaries, generally will be subject to federal income tax at regular corporate rates.

 

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

17



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

15



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 however, 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 rules enacted as partother 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 Modernization Actasset tests (described below) by more than a de minimis amount, due to reasonable cause, and we nonetheless maintain our REIT qualification because of 1999 are not complied with.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 from qualification 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.

Tax legislation has recently been enacted which is intended to allow REITs to have greater flexibility in engaging in activities which previously had been prohibited by the REIT rules.  Among these changes was the establishment of “taxable REIT subsidiaries” or “TRSs” which are corporations subject to tax as a regular “C” corporation.  Generally, a taxable REIT subsidiary can own assets that cannot be owned by a REIT and can perform impermissible resident services (discussed below), which would otherwise taint our rental income under the REIT income tests.  In enacting the taxable REIT subsidiary rules, Congress intended that the arrangements between a REIT and its taxable REIT subsidiaries be structured to ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. As a result, the Act imposes certain limits on the ability of a taxable REIT

18



subsidiary to deduct interest payments made to us.  In addition, we will be obligated to pay a 100% penalty tax on some payments that we receive or on certain expenses deducted by the taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s residents and the taxable REIT subsidiary are not comparable to similar arrangements among unrelated parties.

 

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

16



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 help complyensure 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.  First, attests:

(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 mortgage,mortgages, dividends paid by another REIT and from some types of temporary investments.  Second, at

(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

17



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

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

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, may include debt securities.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

19



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 might not disagreewill 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

18



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.

 

Our Management Company and Other Subsidiaries.  A small portion of the cash to be used by the Operating Partnership to fund distributions to us is expected to come from payments of dividends from management companies and other subsidiaries of the Company that have elected TRS status.  These companies pay federal and state income tax at the full applicable corporate rates.  They 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, the cash available for distribution from these management companies by us to shareholders will be reduced accordingly.

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 consequencetreatment 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.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 dividends”dividend income” under the Jobs and Growth Tax Relief Reconciliation Act of 2003,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

20



dividends paid 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 post 2002 ordinary dividends, made after December 31, 2002, which represent ordinary dividends we receive from a TRS, will be designated as qualified dividends“qualified dividend income” to REIT shareholders.  Qualified dividends paid to noncorporate shareholders and are eligible for preferential tax rates.rates if paid to our non-corporate shareholders.

19



 

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 that such distributions cumulatively exceed a taxable domestic shareholder’s tax basis,basis; such distributions are taxable as a gain from the sale of his 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 gains dividendgain dividends as a 20% rate gain distribution (pre-May 6, 2003), 15% rate gain distribution (post-May 5, 2003) and the remaining portion as an unrecaptured Section 1250 gain distribution.   As the names suggest, a 20% orA 15% rate gain distribution would be taxable to taxable domestic shareholders that are individuals, estates or trusts at a maximum rate of 20% or 15%, depending upon the timing of the capital gain to the REIT..  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.

 

20



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

21



apportioned among the applicable long-term capital gain rates to the extent that distributions received by the shareholder were previously so treated.

 

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 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.

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 ofOperations, 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

TaxationThe following Risk Factors may contain defined terms that are different from those used in the other sections of Domestic Tax-Exemptthis 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.

12



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

 

Most tax-exempt organizationsThe 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.

13



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 exceptat 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,

14



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 extentend 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 unrelated businessmerger 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

15



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 often referredpossible 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 UBTI.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 tax-exempt shareholder holds its common sharesREIT 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 debt financed propertya 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

16



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 uses“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 common sharesREIT 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 an unrelated tradethe 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 business,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 shareholder shouldlast half of each taxable year.  In addition, we must meet certain other organizational requirements, including, but not constitute UBTI.  Similarly, iflimited 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 tax-exempt shareholder sells common shares,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 income75% test and dividends, non-real estate mortgage interest, some payments under hedging instruments and gain from the sale shouldor 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 constitute UBTI unlessbe based on the shareholder heldnet income of the sharesresident.  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

17



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 debt financed property or useda 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 tradeREIT that are not TRSs or business.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, for tax-exempt shareholderswe 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

18



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 social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans, income from owningin 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 selling common shares will constitute UBTI unless the organization is able to properly deduct amounts set aside or placed in reserve so as to offsethighest 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 investmentnet 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 common shares.  Theseincome 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 concerning these set asideregarding the effect of state and reserve requirements which are set forthlocal tax laws on an investment in the Internal Revenue Code.common shares.

 

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 ForeignDomestic Shareholders Subject to U.S. Tax

 

The following isGeneral.  If we qualify as a discussion of certain anticipated United States federal income tax consequences of the ownership and disposition ofREIT, distributions made to our taxable domestic shareholders with respect to their 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 neitherthan capital gain distributions and distributions attributable to gain from sales or exchanges by us of United States real property interests nor designated by us as capital gains dividendstaxable REIT subsidiaries, will be treated as dividends of ordinary income to the extent that they are madethe distributions come out of our earnings and profits.  These distributions ordinarilywill 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 subjecttaxed at marginal rates applicable to withholdingordinary 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 United States federal incomeearnings 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 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 noterates if paid to our non-corporate shareholders.

 

2219



 

that under certain treaties lower withholding rates generally applicableTo the extent we make distributions to dividends do not apply to dividends from REIT’s.  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.

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 distributionour taxable domestic shareholders in excess of our current or accumulated 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 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 totaxable 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 shareholder’sextent 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.  The tax treatment ofDespite this gain is described below.

As a result of a legislative change made by the Small Business Job Protection Act of 1996, wegeneral rule, corporate shareholders may be required to withhold 10%treat up to 20% of any distribution in excesscertain capital gain dividends as ordinary income.

Generally, we will classify a portion of our earningsdesignated capital gain dividends as a 15% rate gain distribution and profits.  Consequently, although we intendthe remaining portion as an unrecaptured Section 1250 gain distribution.   A 15% rate gain distribution would be taxable to withholdtaxable domestic shareholders that are individuals, estates or trusts at a maximum rate of 30%,15%.  An unrecaptured Section 1250 gain distribution would be taxable to taxable domestic shareholders that are individuals, estates or a lower applicable treaty rate, on the entire amount of any distribution, to the extent that we do not do so, distributions will be subject to withholdingtrusts at a maximum rate of 10%25%.  However, 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.

 

DistributionsIf, for any taxable year, we elect to a foreign shareholder that we designate at the time of the distributions as capital gain dividends other than those arising fromany portion of the dispositiondividends paid or made available for the year to holders of a United States real propertyall classes of shares of beneficial interest, generallythen the portion of the capital gains dividends that will not be subjectallocable to United States federal income taxation unless:

(a)the investment in theholders of common shares is effectively connected with the foreign shareholder’s United States trade or business, in which case the foreign shareholder will be subjectthe total capital gain dividends multiplied by a fraction.  The numerator of the fraction will be the total dividends paid or made available 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.

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 are required to withhold 35%

23



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 respectholders of the common shares held by U.S.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 wouldmust include in income, as long-term capital gain, their proportionate share of the undistributed net capital gain.  Shareholders will 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 liabilityhaving paid their proportionate share of the tax paid by us on these undistributedgains.  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 gains.  In addition, foreign shareholders would be able to receive fromgain included in their income and the IRS a refund to the extent their proportionate shareamount of the tax paid by us were to exceed their actual United Statesthey 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 liability.

Sales of Common Shares

Gain recognized by a foreign shareholder uponpurposes on the sale or exchangeother disposition of common shares generally will not be subjectin an amount equal 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:difference between:

 

(a)                             the investmentamount of cash and the fair market value of any property received 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;other disposition; and

 

(b)                            the selling foreign shareholder owned 5% or less ofshareholder’s adjusted tax basis in 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.common shares.

 

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

20



In general, a loss recognized by a shareholder upon the sale of common shares that were subject to taxation under FIRPTA, the foreign shareholder wouldheld for six months or less, determined after applying certain holding period rules, will be subject to regular United States income tax with respecttreated 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 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 remitrates to the IRS 10% ofextent that distributions received by the purchase price.shareholder were previously so treated.

 

24



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.equityapartments.com.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 ofOperations, 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.

12



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.

13



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,

14



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

15



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

16



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

17



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

18



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.

19



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.

20



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.  The Properties

 

As of December 31, 2003,2006, the Company, owneddirectly or hadindirectly through investments in 968title holding entities, owned all or a portion of 617 properties in 3425 states and the District of Columbia consisting of 207,506165,716 units.  The Company’s properties are more fully described as follows:

 

Type

 

Properties

 

Units

 

Average
Units

 

December 31, 2003
Occupancy

 

 

Properties

 

Units

 

Average
Units

 

December 31, 2006
Occupancy

 

Garden

 

614

 

162,828

 

265

 

92.4

%

 

553

 

145,161

 

262

 

94.3%

 

Mid/High-Rise

 

44

 

12,802

 

291

 

86.4

%

 

63

 

17,000

 

270

 

92.4%

 

Ranch

 

309

 

28,119

 

91

 

91.1

%

Military Housing

 

1

 

3,757

 

3,757

 

95.4

%

 

1

 

3,555

 

3,555

 

95.4%

 

Total

 

968

 

207,506

 

 

 

 

 

 

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 ranch-style properties are defined as single story properties, which do not provide additional amenities for residents other than laundry facilities and cable television access.  The military housing properties are defined as those properties located on military bases.

It is management’s role to monitor compliance with property policies and to provide preventive maintenance of the properties including common areas, facilities and amenities.  The Company has a dedicated training and education department that creates and coordinates training and strategic implementation for the Company’s property management personnel.  The Company believes that, due in part to its emphasis on training and employee quality, the properties historically have had high occupancy rates.

 

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, 2003:2006:

 

25



 

GARDEN-STYLE PROPERTIES

 

State

 

Properties

 

Units

 

Percentage of
Total Units

 

December 31, 2003
Occupancy

 

 

Properties

 

Units

 

Percentage of
Total Units

 

December 31, 2006
Occupancy

 

Alabama

 

5

 

896

 

0.43

%

94.2

%

Arizona

 

45

 

12,735

 

6.14

 

88.7

 

 

43

 

12,010

 

7.25

%

 

95.8

%

 

California

 

91

 

23,025

 

11.10

 

93.9

 

 

104

 

26,005

 

15.69

 

 

95.1

 

 

Colorado

 

29

 

8,175

 

3.94

 

91.1

 

 

28

 

9,208

 

5.56

 

 

94.8

 

 

Connecticut

 

22

 

2,633

 

1.27

 

94.4

 

 

20

 

2,528

 

1.53

 

 

95.8

 

 

Florida

 

75

 

22,158

 

10.68

 

93.7

 

 

75

 

23,354

 

14.09

 

 

94.1

 

 

Georgia

 

36

 

11,277

 

5.43

 

92.7

 

 

30

 

9,359

 

5.65

 

 

94.4

 

 

Illinois

 

7

 

2,360

 

1.14

 

93.2

 

 

4

 

858

 

0.52

 

 

92.7

 

 

Kansas

 

3

 

1,130

 

0.54

 

90.4

 

Maine

 

5

 

672

 

0.32

 

95.9

 

 

5

 

672

 

0.41

 

 

89.0

 

 

Maryland

 

23

 

5,419

 

2.61

 

93.7

 

 

21

 

5,145

 

3.10

 

 

91.0

 

 

Massachusetts

 

35

 

4,829

 

2.33

 

94.7

 

 

36

 

5,010

 

3.02

 

 

94.0

 

 

Michigan

 

8

 

2,388

 

1.15

 

90.9

 

Minnesota

 

17

 

3,819

 

1.84

 

90.9

 

 

5

 

654

 

0.39

 

 

89.6

 

 

Missouri

 

9

 

1,878

 

0.91

 

91.2

 

 

1

 

192

 

0.12

 

 

95.2

 

 

Nevada

 

3

 

1,220

 

0.59

 

90.1

 

New Hampshire

 

1

 

390

 

0.19

 

89.9

 

 

1

 

390

 

0.24

 

 

93.3

 

 

New Jersey

 

2

 

980

 

0.47

 

95.2

 

 

4

 

1,402

 

0.85

 

 

94.4

 

 

New Mexico

 

2

 

369

 

0.18

 

90.1

 

 

2

 

369

 

0.22

 

 

97.6

 

 

New York

 

1

 

300

 

0.14

 

91.9

 

 

1

 

300

 

0.18

 

 

94.9

 

 

North Carolina

 

31

 

8,299

 

4.00

 

92.9

 

 

28

 

7,783

 

4.70

 

 

95.3

 

 

Oklahoma

 

8

 

2,036

 

0.98

 

92.1

 

 

3

 

580

 

0.35

 

 

96.5

 

 

Oregon

 

10

 

3,604

 

1.74

 

92.5

 

 

9

 

3,164

 

1.91

 

 

95.0

 

 

Rhode Island

 

5

 

778

 

0.37

 

95.5

 

 

5

 

778

 

0.47

 

 

93.0

 

 

Tennessee

 

10

 

3,171

 

1.53

 

91.6

 

 

8

 

2,325

 

1.40

 

 

95.7

 

 

Texas

 

73

 

22,816

 

11.00

 

91.3

 

 

59

 

17,822

 

10.75

 

 

94.7

 

 

Virginia

 

14

 

4,696

 

2.26

 

93.3

 

 

16

 

5,115

 

3.09

 

 

93.0

 

 

Washington

 

41

 

10,089

 

4.86

 

90.4

 

 

42

 

9,452

 

5.70

 

 

94.9

 

 

Wisconsin

 

3

 

686

 

0.33

 

87.6

 

 

3

 

686

 

0.41

 

 

97.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Garden-Style

 

614

 

162,828

 

78.47

%

 

 

 

553

 

145,161

 

87.60

%

 

 

 

 

Average Garden-Style

 

 

 

265

 

 

 

92.4

%

 

 

 

262

 

 

 

 

94.3

%

 

 

26



 

MID-RISE/HIGH RISE PROPERTIES

 

State

 

Properties

 

Units

 

Percentage of
Total Units

 

December 31, 2003
Occupancy

 

California

 

3

 

873

 

0.42

%

55.5

%

Colorado

 

1

 

355

 

0.17

 

65.2

 

Connecticut

 

2

 

407

 

0.20

 

93.7

 

Florida

 

3

 

653

 

0.31

 

95.4

 

Georgia

 

1

 

322

 

0.16

 

91.0

 

Illinois

 

1

 

1,083

 

0.52

 

89.3

 

Massachusetts

 

12

 

3,253

 

1.57

 

93.4

 

Minnesota

 

1

 

163

 

0.08

 

94.5

 

New Jersey

 

5

 

1,365

 

0.66

 

87.2

 

Ohio

 

1

 

747

 

0.36

 

70.2

 

Oregon

 

1

 

525

 

0.25

 

88.5

 

Texas

 

3

 

596

 

0.29

 

90.7

 

Virginia

 

5

 

1,660

 

0.80

 

92.4

 

Washington

 

5

 

800

 

0.39

 

93.5

 

 

 

 

 

 

 

 

 

 

 

Total Mid-Rise/High-Rise

 

44

 

12,802

 

6.17

%

 

 

Average Mid-Rise/High-Rise

 

 

 

291

 

 

 

86.4

%

RANCH-STYLE PROPERTIES

Alabama

 

1

 

69

 

0.03

%

100.0

%

Florida

 

87

 

8,176

 

3.94

 

91.0

 

Georgia

 

53

 

4,428

 

2.13

 

89.6

 

Indiana

 

44

 

4,059

 

1.96

 

90.6

 

Kentucky

 

19

 

1,533

 

0.74

 

90.4

 

Maryland

 

4

 

414

 

0.20

 

96.2

 

Michigan

 

17

 

1,536

 

0.74

 

91.7

 

Ohio

 

75

 

7,102

 

3.42

 

92.2

 

Pennsylvania

 

5

 

469

 

0.23

 

88.3

 

South Carolina

 

2

 

187

 

0.09

 

93.0

 

Tennessee

 

2

 

146

 

0.07

 

93.2

 

 

 

 

 

 

 

 

 

 

 

Total Ranch-Style

 

309

 

28,119

 

13.55

%

 

 

Average Ranch-Style

 

 

 

91

 

 

 

91.1

%

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

 

3,757

 

1.81

%

95.4

%

 

 

 

 

 

 

 

 

 

 

Total Military Housing

 

1

 

3,757

 

1.81

%

 

 

Average Military Housing

 

 

 

3,757

 

 

 

95.4

%

 

 

 

 

 

 

 

 

 

 

Total Residential Portfolio

 

968

 

207,506

 

100

%

 

 

27


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, 20032006 are included in the following table.

 

27



DEVELOPMENT PROJECTSConsolidated Development Projects as of December 31, 20032006

(Amounts in millionsthousands except for project and unit amounts)

 

 

 

Location

 

Units

 

Estimated
Development
Cost

 

Funded
as of
12/31/2003

 

Estimated
Future
Fundings

 

Total Fundings
(1)

 

Estimated
Completion
Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unconsolidated Projects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Water Terrace I (Regatta I) (2)

 

Marina Del Rey, CA

 

450

 

$

235.3

 

$

73.0

 

 

$

73.0

 

Completed

 

Watermarke

 

Irvine, CA

 

535

 

120.6

 

35.2

 

 

35.2

 

1Q 2004

 

Bella Vista I&II
(Warner Ridge I&II)

 

Woodland Hills, CA

 

315

 

80.9

 

24.5

 

 

24.5

 

1Q 2004

 

Concord Center (2)

 

Concord, CA

 

259

 

52.3

 

13.1

 

 

13.1

 

Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2400 M Street

 

Washington, DC

 

333

 

104.2

 

37.2

 

 

37.2

 

2Q 2005

 

1111 25th Street (2440 M St.)

 

Washington, DC

 

140

 

37.5

 

11.3

 

 

11.3

 

4Q 2004

 

1210 Massachusetts Ave.

 

Washington, DC

 

142

 

36.3

 

9.1

 

 

9.1

 

2Q 2004

 

13th & N Street

 

Washington, DC

 

170

 

35.4

 

12.4

 

 

12.4

 

1Q 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North Pier at Harborside (2)

 

Jersey City, NJ

 

297

 

94.2

 

24.0

 

 

24.0

 

Completed

 

City View at the Highlands
(Lombard)

 

Lombard, IL

 

403

 

67.1

 

16.8

 

 

16.8

 

1Q 2004

 

Ball Park Lofts (2)

 

Denver, CO

 

355

 

56.4

 

14.1

 

 

14.1

 

Completed

 

City Place (Westport) (2)

 

Kansas City, MO

 

288

 

34.7

 

8.7

 

 

8.7

 

Completed

 

Marina Bay II (2)

 

Quincy, MA

 

108

 

22.8

 

5.7

 

 

5.7

 

Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Projects

 

13

 

3,795

 

$

977.7

 

$

285.1

 

$

0.0

 

$

285.1

 

 

 

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)          The Company generally funds between 25% and 35% of theTotal capital cost represents estimated development cost for the unconsolidated projects (constituting 100%under development and all capitalized costs incurred to date plus any estimates of the equity),costs remaining to be funded for all projects, all in accordance with the remaining cost financed through third-party construction mortgages.GAAP.

(2)          Properties were substantially completeDebt is primarily tax-exempt bonds that are entirely outstanding, with $18.8 million unfunded and classified as of December 31, 2003.  As such, these properties are also includeddeposits - restricted in the outstanding property and unit counts.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 a party to a class actionhousing discrimination lawsuit brought by a non-profit civil rights organization in Florida state court alleging that severalApril 2006 in the U.S. District Court for the District of the types of feesMaryland.  The suit alleges that the Company charged when residents breached their leases were illegal, as were all efforts to collect them.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 is vigorously contesting the plaintiffs’ claims andbelieves it has sought immediate appellate reviewa number of viable defenses, including that a majority of the 2003 class action certification decision.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, including the viability of the case as a class action, it is not possible to determine or predict the outcome.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 this lawsuit,the suit, if adversely determined, willwould have a material adverse effect on the Company.

 

The Company does not believe there is any other litigation pending or threatened against the Company which,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.

 

2829



 

PART II

 

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Related Shareholder MattersIssuer 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

 

2003

 

 

 

 

 

 

 

 

 

Fourth Quarter Ended December 31, 2003

 

$

30.30

 

$

28.03

 

$

29.51

 

$

0.4325

 

Third Quarter Ended September 30, 2003

 

$

29.79

 

$

25.69

 

$

29.28

 

$

0.4325

 

Second Quarter Ended June 30, 2003

 

$

27.95

 

$

24.05

 

$

25.95

 

$

0.4325

 

First Quarter Ended March 31, 2003

 

$

25.99

 

$

23.12

 

$

24.07

 

$

0.4325

 

 

 

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

 

2002

 

 

 

 

 

 

 

 

 

Fourth Quarter Ended December 31, 2002

 

$

26.70

 

$

21.55

 

$

24.58

 

$

0.4325

 

Third Quarter Ended September 30, 2002

 

$

28.81

 

$

22.40

 

$

23.94

 

$

0.4325

 

Second Quarter Ended June 30, 2002

 

$

30.96

 

$

27.90

 

$

28.75

 

$

0.4325

 

First Quarter Ended March 31, 2002

 

$

29.33

 

$

25.84

 

$

28.74

 

$

0.4325

 

 

 

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 beneficialrecord holders of Common Shares at January 31, 2004,2007 was approximately 55,000.4,000.  The number of outstanding Common Shares as of January 31, 20042007 was 278,543,863.294,015,767.

 

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 Statementsfinancial 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.

 

2930



 

CONSOLIDATED HISTORICAL FINANCIAL INFORMATION

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

 

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2003

 

2002

 

2001

 

2000

 

1999

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

OPERATING DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues from continuing operations

 

$

1,823,298

 

$

1,809,163

 

$

1,844,003

 

$

1,733,026

 

$

1,508,648

 

 

$

1,990,436

 

$

1,682,658

 

$

1,493,927

 

$

1,330,804

 

$

1,301,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

211,558

 

$

246,840

 

$

304,683

 

$

260,667

 

$

224,489

 

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

 

$

543,847

 

$

421,313

 

$

474,023

 

$

549,451

 

$

393,881

 

 

$

1,072,844

 

$

861,793

 

$

472,329

 

$

523,311

 

$

400,777

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

426,639

 

$

324,162

 

$

362,580

 

$

437,510

 

$

280,685

 

 

$

1,031,766

 

$

807,792

 

$

418,583

 

$

426,639

 

$

324,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share – basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.44

 

$

0.60

 

$

0.77

 

$

0.67

 

$

0.52

 

 

$

0.21

 

$

0.33

 

$

0.13

 

$

0.01

 

$

0.10

 

Net income available to Common Shares

 

$

1.57

 

$

1.19

 

$

1.36

 

$

1.69

 

$

1.15

 

 

$

3.56

 

$

2.83

 

$

1.50

 

$

1.57

 

$

1.19

 

Weighted average Common Shares outstanding

 

272,337

 

271,974

 

267,349

 

259,015

 

244,350

 

 

290,019

 

285,760

 

279,744

 

272,337

 

271,974

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share – diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.43

 

$

0.59

 

$

0.76

 

$

0.67

 

$

0.52

 

 

$

0.20

 

$

0.32

 

$

0.12

 

$

0.01

 

$

0.10

 

Net income available to Common Shares

 

$

1.55

 

$

1.18

 

$

1.34

 

$

1.67

 

$

1.14

 

 

$

3.50

 

$

2.79

 

$

1.48

 

$

1.55

 

$

1.18

 

Weighted average Common Shares outstanding

 

297,041

 

297,969

 

295,213

 

291,266

 

271,310

 

 

315,579

 

310,785

 

303,871

 

297,041

 

297,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per Common Share outstanding

 

$

1.73

 

$

1.73

 

$

1.68

 

$

1.575

 

$

1.47

 

 

$

1.79

 

$

1.74

 

$

1.73

 

$

1.73

 

$

1.73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE SHEET DATA (at end of period):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate, before accumulated depreciation

 

$

12,874,379

 

$

13,046,263

 

$

13,016,183

 

$

12,591,539

 

$

12,238,963

 

 

$

17,235,175

 

$

16,590,370

 

$

14,852,621

 

$

12,874,379

 

$

13,046,263

 

Real estate, after accumulated depreciation

 

$

10,578,366

 

$

10,934,246

 

$

11,297,338

 

$

11,239,303

 

$

11,168,476

 

 

$

14,212,695

 

$

13,702,230

 

$

12,252,794

 

$

10,578,366

 

$

10,934,246

 

Total assets

 

$

11,466,893

 

$

11,810,917

 

$

12,235,625

 

$

12,263,966

 

$

11,715,689

 

 

$

15,062,219

 

$

14,108,751

 

$

12,656,306

 

$

11,477,917

 

$

11,822,005

 

Total debt

 

$

5,360,489

 

$

5,523,699

 

$

5,742,758

 

$

5,706,152

 

$

5,473,868

 

 

$

8,057,656

 

$

7,591,073

 

$

6,459,806

 

$

5,360,489

 

$

5,523,699

 

Minority Interests

 

$

600,929

 

$

611,303

 

$

635,822

 

$

612,618

 

$

456,979

 

 

$

411,459

 

$

422,183

 

$

535,582

 

$

600,929

 

$

611,303

 

Shareholders’ equity

 

$

5,015,441

 

$

5,197,123

 

$

5,413,950

 

$

5,619,547

 

$

5,504,934

 

 

$

5,884,222

 

$

5,395,340

 

$

5,072,528

 

$

5,015,441

 

$

5,197,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total properties (at end of period)

 

968

 

1,039

 

1,076

 

1,104

 

1,064

 

 

617

 

926

 

939

 

968

 

1,039

 

Total apartment units (at end of period)

 

207,506

 

223,591

 

224,801

 

227,704

 

226,317

 

 

165,716

 

197,404

 

200,149

 

207,506

 

223,591

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funds from operations available to Common

 

 

 

 

 

 

 

 

 

 

 

Shares and OP Units (1)(2)

 

$

640,390

 

$

719,265

 

$

706,294

 

$

719,580

 

$

619,152

 

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

 

$

747,981

 

$

888,938

 

$

889,668

 

$

841,826

 

$

788,970

 

 

$

755,466

 

$

698,531

 

$

707,061

 

$

744,319

 

$

888,263

 

Investing activities

 

$

330,366

 

$

(49,297

)

$

57,429

 

$

(563,175

)

$

(526,851

)

 

$

(259,472

)

$

(592,201

)

$

(555,279

)

$

334,028

 

$

(48,622

)

Financing activities

 

$

(1,058,643

)

$

(861,369

)

$

(919,266

)

$

(283,996

)

$

(236,967

)

 

$

(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)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. FFO has also been adjusted by preferred distributions and premium on redemption of preferred shares to arrive at FFO available to Common Shares and OP Units. 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.  Accordingly, the Company included in FFO its incremental gains or losses from the sale of condominium units to third parties, which

30



represented net gains of $10,280, $1,682 and $0 for the years ended December 31, 2003, 2002 and 2001, respectively.  Effective January 1, 2003, the Company no longer adds back impairment losses when computing FFO in accordance with NAREIT’s definition.  As a result, FFO for the years ended December 31, 2002, 2001 and 2000 have been reduced by $18,284, $71,766 and $1,000, respectively, to conform to the current year presentation.   For the year ended December 31, 2001, FFO has been reduced by $5,324 to reflect the SEC’s clarification of EITF Topic D-42 regarding premiums on redemption of preferred shares.  See Item 7 for a reconciliation betweenof net income andto 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 provides investors an understandingis a recognized measure of performance by the abilityreal 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 Companyoperating performance of a company’s real estate between periods or as compared to incur and service debt and to make capital expenditures.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 Properties 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, 2003.2006.

 

Forward-looking statements in this Item 7 as well as Item 1 ofelsewhere 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.  The words “believes”, “estimates”, “expects”These statements are based on current expectations, estimates, projections and “anticipates” and other similar expressions that are predictions of or indicate future events and trends and which do not relate solely to historical matters identify forward-looking statements.  Suchassumptions made by management.  While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to risksuncertainties and uncertainties,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 as well as anticipated capital expenditures for replacements and building improvements all reflect the Company’s best estimates and are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation;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”.

31



 

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 Note 7Notes 5 and 1411 to the Notes to Consolidated Financial Statements in this report.

 

Results of Operations

 

The following table summarizes the number of propertiesIn conjunction with our business objectives and related units for the periods presented:

 

 

Properties

 

Units

 

Purchase /
Sale Price
$ Millions

 

At December 31, 2001

 

1,076

 

224,801

 

 

 

2002 Acquisitions

 

12

 

3,634

 

$

289.9

 

Ft. Lewis Military Housing

 

1

 

3,652

 

 

 

2002 Dispositions

 

(58

)

(10,713

)

$

546.2

 

2002 Completed Developments

 

8

 

2,201

 

 

 

Unit Configuration Changes

 

 

16

 

 

 

At December 31, 2002

 

1,039

 

223,591

 

 

 

2003 Acquisitions

 

17

 

5,200

 

$

684.1

 

2003 Dispositions

 

(96

)

(23,486

)

$

1,217.9

 

2003 Completed Developments

 

8

 

2,112

 

 

 

Unit Configuration Changes

 

 

89

 

 

 

At December 31, 2003

 

968

 

207,506

 

 

 

Properties thatoperating strategy, the Company owned for all of both 2003 and 2002 (the “2003 Same Store Properties”), which represented 171,841 units, impacted the Company’s results of operations.  Properties that the Company owned for all of both 2002 and 2001 (the “2002 Same Store Properties”), which represented 188,027 units, also impacted the Company’s results of operations.  Both the 2003 Same Store Properties and 2002 Same Store Properties are discussedhas continued to invest or recycle its capital investment in the following paragraphs.

The Company’s acquisition, disposition and completed development activities also impacted overall results of operations forapartment properties located in strategically targeted markets during the years ended December 31, 20032006 and 2002.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 impactssale closed on October 5, 2006.  The Lexford Housing Division results are classified as discontinued operations, net of these activities are also discussed in greater detailminority interests, in the following paragraphs.

Comparisonconsolidated statements of operations for all periods presented.  The Company recorded a gain on sale of approximately $418.7 million on the sale of the year ended December 31, 2003 toLexford Housing Division in the year ended December 31, 2002

Forfourth quarter of 2006.  In conjunction with the year ended December 31, 2003, income before allocation to Minority Interests, income (loss) from investmentsLexford disposition, the Company paid off/extinguished $196.3 million of mortgage notes payable secured by the properties and incurred approximately $9.2 million in unconsolidated entities, net gain on sales of unconsolidated entities, discontinued operations and cumulative effect of change in accounting principle decreased by approximately $23.1 million when compared to the year ended December 31, 2002.prepayment penalties upon extinguishment.

Revenues from the 2003 Same Store Properties decreased primarily as a result of lower overall physical occupancy, increased concessions and lower rental rates charged to both new and renewal residents.  Property operating expenses from the 2003 Same Store Properties increased primarily due to higher payroll, maintenance, utility, real estate taxes, insurance, leasing and advertising and building costs.  The following tables provide comparative revenue, expense, net operating income (“NOI”) and weighted average occupancy for the 2003 Same Store Properties (NOI represents rental income less: property and maintenance expense; real estate taxes and insurance expense; and property management expense):

32



2003 vs. 2002

Year over Year Same-Store Results

$ in Millions – 171,841 Same-Store Units

Description

 

Revenues

 

Expenses

 

NOI

 

 

 

 

 

 

 

 

 

2003

 

$

1,650.8

 

$

659.0

 

$

991.8

 

2002

 

$

1,689.0

 

$

622.7

 

$

1,066.3

 

Change

 

$

(38.2

)

$

36.3

 

$

(74.5

)

Change

 

(2.3

)%

5.8

%

(7.0

)%

Same-Store Occupancy Statistics

Year 2003

93.0

%

Year 2002

93.7

%

Change

(0.7

%)

 

The Company’s primary financial measure for evaluating each of its apartment communities is NOI.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, 20032006 and expects to continue to own through December 31, 2004,2007, the Company anticipates the following same store results for the full year ending December 31, 2004:2007:

 

2004 Same-Store Assumptions34



 

2007 Same-Store Assumptions

Physical Occupancy

 

93.0%95.0%

 

Revenue Change

 

(0.75%)5.00% to 1.50%6.00%

 

Expense Change

 

3.0%3.50% to 4.0%4.50%

 

NOI Change

 

(4.0%)5.50% to 0.5%

Acquisitions

$800 million

Dispositions

$800 million7.50%

 

 

These 20042007 assumptions are based on current expectations and are forward-looking.

 

Rental income fromNon-same store operating results increased $151.0 million and consist primarily of properties other than 2003 Same Store Properties increased by approximately $47.5 million primarilyacquired in calendar years 2006 and 2005 as a result of revenue from newly acquired properties not yet includedwell as 2003 Same Store Properties and additional Partially Owned Properties consolidatedour corporate housing business.

See also Note 20 in the fourth quarter of 2002 and duringNotes to Consolidated Financial Statements for additional discussion regarding the year ended December 31, 2003.Company’s segment disclosures.

 

Fee and asset management revenues, net of fee and asset management expenses increased by $4.9decreased $1.5 million primarily as a result of additionallower income allocatedearned from Ft. Lewis.managing fewer properties for third parties and unconsolidated entities.  As of December 31, 20032006 and 2002,2005, the Company managed 18,47515,020 units and 18,96516,269 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 decreasedincreased by approximately $4.4$9.3 million or 6.0%10.7%.  This decreaseincrease is primarily attributable to a reversalhigher overall payroll costs and higher overall computer and training costs specific to the Company’s rollout of a profit sharing accrual in the first quarter of 2003 related to the 2002 calendar year as the Company didn’t achieve its stated goals andnew property management elected not to make a discretionary contribution to the plan.  In addition, the Company recorded lower expense in connection with granting less restricted

33



shares and reducing the expense associated with the Company’s matched funding of its 401(k) plan during 2003 and not incurring an expense for 2003 discretionary profit sharing contributions.system.

 

Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, increased $25.3$123.1 million primarily as a result of properties acquired after December 31, 2002, many of which had significantly higher per unit acquisition costs than properties previously acquired, and 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 $7.7$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 recorded in connection with granting less restricted sharesduring the year ended December 31, 2006.  The Company anticipates that general and administrative expenses will approximate $50.0 million to employees during 2003, partially offset by approximately a $2.6$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 Company’s decision to begin to expense its stock based compensation in accordance with SFAS No. 123 and its amendment (SFAS No. 148).  In addition, lower state income and franchise taxes also contributed to this decrease.

The Company recorded impairment charges on its technology investments and its corporate housing business and $2.0 million related to the write-off of approximately $1.2 millionvarious deferred sales costs following the decision to halt the condominium conversion and $18.3 million for the years ended December 31, 2003 and 2002, respectively.  See Note 22 in the Notes to Consolidated Financial Statements for further discussion.sale process at five assets.

 

Interest and other income increasedfrom continuing operations decreased by approximately $1.4$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 cash balances available for short-term investments throughout 2003.

Interest expense, including amortization of deferred financing costs, decreased approximately $6.1 million primarily due to lower variable interest rates and lower overall debt levels of debt.outstanding.  During the year ended December 31, 2003,2006, the Company capitalized interest costs of approximately $20.6$20.7 million as compared to $27.2$13.7 million for the year ended December 31, 2002.2005.  This capitalization of interest primarily relatedrelates to equity investments in unconsolidated entities engaged in development activities.consolidated projects under development.  The effective interest cost on all indebtedness for the year ended December 31, 20032006 was 6.36%6.21% as compared to 6.54%6.16% for the year ended December 31, 2002.2005.

35



 

Loss from investments in unconsolidated entities increased approximately $6.4$1.1 million between the periods under comparison.  This increase is primarily the result of increased operating losses from equity investments partially offset by unrealized gains on derivative instruments.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 discontinuedunconsolidated 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 $206.4$257.8 million between the periods under comparison.  This increase is primarily the result of a greater number oflower real estate net book values for properties sold during the year ended December 31, 2003,2006 as well ascompared to the fact that several properties had lower net carrying values at sale.

Discontinued operations, net, decreased approximately $48.6 million between the periods under comparison.same period in 2005.  See Note 1613 in the Notes to Consolidated Financial Statements for further discussion.

 

Comparison of the year ended December 31, 20022005 to the year ended December 31, 20012004

 

For the year ended December 31, 2002,2005, income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities,continuing operations, net gain on sales of unconsolidated entities, discontinued operations and cumulative effect of change in accounting principle decreasedminority interests, increased by approximately $61.0$58.5 million when compared to the year ended December 31, 2001.2004.  The increase in continuing operations is discussed below.

 

Revenues from the 20022005 Same Store Properties decreasedincreased $61.9 million primarily as a result of lower overall physicalconcessions provided residents and a slight increase in average occupancy increased concessions and lower rental rates charged to both new and renewal residents.  Property operating expensesrates.  Expenses from the 20022005 Same Store Properties which include propertyincreased $36.2 million primarily due to higher payroll, utility costs and maintenance, real estate taxes and insurance and an allocation of property management expenses, remained relatively stable with increases in real estate taxes and insurance costs offset by a decrease in utility costs.

34



taxes.  The following tables provide comparative revenue, expense, NOI and weighted average occupancy for the 20022005 Same Store Properties:

2002 vs. 2001

Year over Year Same-Store Results

$ in Millions – 188,027 Same Store Units

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

%

 

Description

 

Revenues

 

Expenses

 

NOI

 

 

 

 

 

 

 

 

 

2002

 

$

1,768.0

 

$

663.3

 

$

1,104.7

 

2001

 

$

1,815.9

 

$

658.3

 

$

1,157.6

 

Change

 

$

(47.9

)

$

5.0

 

$

(52.9

)

Change

 

(2.6

)%

0.8

%

(4.6

)%


Same-Store Occupancy Statistics(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 20022005

94.1

%

Year 2004

 

93.5

%

Year 2001

94.5

%

Change

 

(1.00.6

%)

 

Rental income fromNon-same store operating results increased $78.6 million and consist primarily of properties other than 2002 Same Store Properties increased by approximately $19.8 million primarilyacquired in calendar years 2005 and 2004 as a result of revenue from newly acquired properties not yet includedwell as 2002 Same Store Properties.our corporate housing business.

 

Fee and asset management revenues, net of fee and asset management expenses, increaseddecreased by $1.5 million primarily as a result of lower income earned from Ft. Lewis and managing additional units at Fort Lewis, Washington starting in April 2002.fewer properties for third

36



parties and unconsolidated entities.  As of December 31, 20022005 and 2001,2004, the Company managed 18,96516,269 units and 16,53917,988 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.properties as well as management fees paid to any third party management companies.  These expenses decreasedincreased by approximately $4.6$10.2 million or 5.9%13.3%.  This decreaseincrease is primarily attributable to lower amounts accruedhigher overall payroll costs including bonuses, long-term compensation costs and an increase of the Company’s match for employee bonuses and profit sharing for 2002 and lower headcount in 2002.401(k) contributions.

 

Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, increased $22.3$58.9 million primarily as a result of properties acquired after December 31, 2001, many of which had significantly higher per unit acquisition costs than properties previously acquired, and additional depreciation expense on newly acquired properties and capital expenditures for all properties owned.involved.

 

General and administrative expenses, which include corporate operating expenses, increased approximately $11.1$23.3 million between the yearsperiods under comparison.  This increase was primarily due to retirement plan expenseshigher executive compensation expense due to severance costs of $9.8 million for certain key executives, restricted shares/awards grantedseveral executive officers, $7.9 million of additional accruals specific to key employees, additional compensation chargesperformance shares for selected executive officers and costs associated witha $2.5 million profit sharing accrual paid in the Company’s new President, higher state income taxes in Michigan and New Jersey and income taxes incurred by onefirst quarter of the Company’s taxable REIT subsidiaries which has an ownership interest in properties that in prior periods were classified as Unconsolidated Properties.2006.

 

The Company recorded impairment charges on its technology investments and its corporate housing business of approximately $18.3 million and $11.8 million for the years ended December 31, 2002 and 2001, respectively.  See Note 22 in the Notes to Consolidated Financial Statements for further discussion.

35



Interest and other income decreased byfrom continuing operations increased approximately $6.7$59.6 million, primarily as a result of lower balances availablethe $57.1 million in cash received for investment and relatedthe Company’s ownership interest rates being earned on short-term investment accounts along with lower balances on deposit in tax-deferred exchange accounts.

Interest income – investment in mortgage notes decreasedRent.com, which was acquired by $8.8 million as a result of the consolidation of previously Unconsolidated Properties in July 2001.  No additional interest income will be recognized on such mortgage notes in future years as the Company now consolidates the results related to these previously Unconsolidated Properties.eBay, Inc.

 

Interest expense from continuing operations, including amortization of deferred financing costs, decreasedincreased approximately $11.0$55.3 million primarily due to loweras a result of higher overall debt balances as well as higher variable interest rates and lower overall levels of debt.rates.  During the year ended December 31, 2002,2005, the Company capitalized interest costs of approximately $27.2$13.7 million as compared to $28.2$14.0 million for the year ended December 31, 2001.2004.  This capitalization of interest primarily relatedrelates to equity investments in unconsolidated entities engaged in development activities.consolidated projects under development.  The effective interest cost on all indebtedness for the year ended December 31, 20022005 was 6.54%6.16% as compared to 6.89%5.87% for the year ended December 31, 2001.2004.

 

Income (loss)(Loss) income from investments in unconsolidated entities decreased approximately $7.5 million between the periods under comparison.  This decrease is primarily the result of increased equity losses and unrealized losses on derivative instruments.

Net gain on sales of discontinued operations decreased approximately $44.6 million between the periods under comparison.  This decrease is primarily the result of the properties sold in 2001 having a lower net carrying value at sale, which resulted in higher gain recognition for financial reporting purposes.

Discontinued operations, net, increased approximately $48.5$7.8 million between the periods under comparison.  This increase is primarily attributablethe 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 one-time $60.0 million impairment on the furniture rental business in 2001, which was subsequently sold in January 2002.  See Note 16decrease in the Notes to Consolidated Financial Statements for further discussion.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, 20032006

 

As of January 1, 2003,2006, the Company had approximately $29.9$88.8 million of cash and cash equivalents and $499.2$780.8 million available under its line of credit (net of $60.8$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, 20032006 was approximately $49.6$260.3 million and the amount available on the Company’s line ofrevolving credit facilities was $633.3$470.7 million (net of $56.7$69.3 million which was restricted/dedicated to support letters of credit and not available for borrowing).

 

During the year ended December 31, 2003,2006, the Company generated proceeds from various transactions, which included the following:

 

                  Disposed of ninety-six340 properties, (includingvarious individual condominium units and two Unconsolidated Properties) and receivedland parcels, receiving net proceeds of approximately $1.1$2.3 billion;

                  IssuedObtained $395.5 million in net proceeds from the issuance of $400.0 million of 5.20%ten and one-half year 5.375% fixed rate unsecured debtpublic notes and terminated six forward starting swaps designated to hedge the note issuance, receiving net proceeds of $397.5 million;

                  Issued $150.0 million of 6.48% Series N Cumulative Redeemable Preferred Shares and received net proceeds of $145.3$10.7 million;

                  Obtained $111.2$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 3.52.9 million Common Shares and received net proceeds of $74.7$77.7 million.

36



 

During the year ended December 31, 2003,2006, the above proceeds were primarily utilized to:

 

                  Invest $291.3 million primarily in development projects;

Acquire seventeen35 properties and two additional units at an existing property,nine land parcels, utilizing cash of $595.1 million;$1.7 billion;

                  PayRepurchase 1.9 million Common Share and OP Unit dividendsShares utilizing cash of $510.7 million ($1.73 per share);

                  Pay preferred share and preference interest/unit dividends of $99.9$83.2 million;

                  Repay $432.9$493.0 million of mortgage loans;

                  Repay $130.0 million on its line of credit;

                  Repay $100.0$60.0 million of floating rate public notes at maturity;

                  Repay $50.0 million and $40.0 million of 6.65% and 6.875%, respectively, fixed rate public notes at maturity;

                  Repay $4.5 million of other unsecured notes;

                  Redeem $295.3 millionthe series G Preference Interests at a liquidation value of 7.25% Series G Convertible Cumulative Preferred Shares which included a cash redemption premium of $8.3$25.5 million; and

                  Redeem $100.0 million of 7.625%the Series L Cumulative RedeemableC Preferred Shares at a liquidation value;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 up to an additional $85.0 million of its Common Shares pursuant to its existing share buyback program authorized by the Board of Trustees.  The Company did not repurchase anyrepurchased $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, 2003.2006 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 scheduleschedules as of December 31, 2003,2006, are as follows:

 

38



Debt Summary as of December 31, 2006

(Amounts in thousands)

 

 

 

$ Millions *

 

Weighted
Average Rate *

 

Secured

 

$

2,694

 

5.80

%

Unsecured

 

2,666

 

6.38

%

 

 

 

 

 

 

Total

 

$

5,360

 

6.08

%

 

 

 

 

 

 

Fixed Rate

 

$

4,610

 

6.65

%

Floating Rate

 

750

 

2.24

%

 

 

 

 

 

 

Total

 

$

5,360

 

6.08

%

 

 

 

 

 

 

Above Totals Include:

 

 

 

 

 

Tax Exempt

 

 

 

 

 

Fixed

 

$

343

 

4.38

%

Floating

 

587

 

1.74

%

Total

 

$

930

 

3.01

%

 

 

 

 

 

 

Unsecured Revolving Credit Facility

 

$

10

 

1.85

%

 

 

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.

 

37



Debt Maturity Schedule as of December 31, 2006

(Amounts in thousands)

 

Year

 

$ Millions

 

% of Total

 

 

Fixed
Rate (1)

 

Floating
Rate (1)

 

Total

 

% of Total

 

Weighted
Average Rates
on Fixed Rate

Debt (1)

 

Weighted
Average Rates
on Total Debt
(1)

 

2004

 

$

515

 

9.6

%

2005 (1)

 

605

 

11.3

%

2006 (2)

 

490

 

9.1

%

2007

 

333

 

6.2

%

 

$

360,411

 

$

101,052

 

$

461,463

 

5.7

%

6.34

%

6.51

%

2008

 

495

 

9.2

%

2008 (2)

 

520,499

 

489,335

 

1,009,834

 

12.5

%

6.71

%

6.17

%

2009

 

246

 

4.6

%

 

452,953

 

382,564

 

835,517

 

10.4

%

6.37

%

5.36

%

2010

 

196

 

3.7

%

 

279,323

 

 

279,323

 

3.5

%

7.05

%

7.05

%

2011

 

688

 

12.8

%

2011 (3)

 

1,448,445

 

24,150

 

1,472,595

 

18.3

%

5.52

%

5.50

%

2012

 

424

 

7.9

%

 

558,396

 

 

558,396

 

6.9

%

6.48

%

6.48

%

2013+

 

1,368

 

25.6

%

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

 

$

5,360

 

100.0

%

 

$

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 $300$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 2015 that is putable/2026.  The notes are callable in 2005.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.

 

(2) Includes $150 million39



The following table provides a summary of the Company’s unsecured debt with a final maturityas of 2026 that is putable in 2006.December 31, 2006:

 

InUnsecured 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 2003,15, 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 filedunder 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 a Form S-3 registration statement to register $2.0 billion of debt securities.  In addition, the Operating Partnership carried over $280.0 million related to a prior registration statement.  As ofin February 4, 2004, $2.28 billion in debt securities remained available for issuance under this registration statement.1998.

 

The Company’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 20032006 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 and preference interests outstanding.

 

CapitalizationCapital Structure as of December 31, 20032006

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

 

Total Debt

 

 

 

$

5,360,488,661

 

 

 

 

 

 

 

Common Shares & OP Units

 

299,551,617

 

 

 

Common Share Equivalents (see below)

 

3,598,234

 

 

 

Total Outstanding at year-end

 

303,149,851

 

 

 

Common Share Price at December 31, 2003

 

$

29.51

 

 

 

 

 

 

 

8,945,952,103

 

Perpetual Preferred Shares Liquidation Value

 

 

 

615,000,000

 

Perpetual Preference Interests Liquidation Value

 

 

 

211,500,000

 

Total Market Capitalization

 

 

 

$

15,132,940,764

 

 

 

 

 

 

 

Total Debt/Total Market Capitalization

 

 

 

35

%

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

%

38



 

Convertible Preferred Shares, Preference Interests

and Junior Preference Units

Equity as of December 31, 20032006

(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)

 

 

 

Shares/Units

 

Conversion
Ratio

 

Common
Share
Equivalents

 

Preferred Shares:

 

 

 

 

 

 

 

Series E

 

2,192,490

 

1.1128

 

2,439,803

 

Series H

 

44,028

 

1.4480

 

63,753

 

Preference Interests:

 

 

 

 

 

 

 

Series H

 

190,000

 

1.5108

 

287,052

 

Series I

 

270,000

 

1.4542

 

392,634

 

Series J

 

230,000

 

1.4108

 

324,484

 

Junior Preference Units:

 

 

 

 

 

 

 

Series A

 

20,333

 

4.081600

 

82,991

 

Series B

 

7,367

 

1.020408

 

7,517

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

3,598,234

 

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’s policy isCompany expects to maintain a ratio of consolidated debt-to-total market capitalization of less than 50%.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

 

From January 1, 200441



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 February 4, 2004, the Company: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.

 

                  Acquired fourThe 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 (including two additional units at an existing property) consistingunder development and short term liquidity requirements.  As of 1,130 unitsFebruary 26, 2007, $740.0million was outstanding under this facility.

See Note 21 in the Notes to Consolidated Financial Statements for approximately $151.3 million;

                  Assumed $36.9 milliondiscussion of mortgage debt on one property in connection with its acquisition;

                  Disposed of twelve properties (including one Unconsolidated Property) and various individual condominium units consisting of 2,972 units for approximately $140.9 million;

                  Obtained $16.5 million in new mortgage financing; and

                  Repaid $50.0 million of mortgage loans.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, and hardwood, floors;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

                  flooring such as vinyl, linoleum or tile; 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.

 

39



             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 expense as incurred all recurring expenditures that do not improvecapitalize 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 or extend its useful life.asset.

 

For the year ended December 31, 2003,2006, our actual improvements to real estate totaled approximately $181.9$255.2 million.  This includes the following detail (amounts in thousands except for unit and per unit amounts):

 

Capitalized Improvements to Real Estate

For the Year Ended December 31, 20032006

 

 

Total Units
(1)

 

Replacements

 

Avg.
Per
Unit

 

Building
Improvements

 

Avg.
Per
Unit

 

Total

 

Avg.
Per
Unit

 

 

Total Units
(1)

 

Replacements

 

Avg.
Per Unit

 

Building
Improvements

 

Avg.
Per Unit

 

Total

 

Avg.
Per Unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Established Properties (2)

 

162,477

 

$

57,931

 

$

356

 

$

77,607

 

$

478

 

$

135,538

 

$

834

 

 

115,152

 

$

46,094

 

$

400

 

$

81,127

 

$

705

 

$

127,221

 

$

1,105

 

New Acquisition Properties (3)

 

14,457

 

2,653

 

252

 

5,250

 

498

 

7,903

 

750

 

 

29,512

 

9,194

 

336

 

35,854

 

1,311

 

45,048

 

1,647

 

Other (4)

 

7,994

 

13,417

 

 

 

25,090

 

 

 

38,507

 

 

 

 

6,651

 

30,384

 

 

 

52,527

 

 

 

82,911

 

 

 

Total

 

184,928

 

$

74,001

 

 

 

$

107,947

 

 

 

$

181,948

 

 

 

 

151,315

 

$

85,672

 

 

 

$

169,508

 

 

 

$

255,180

 

 

 

 


(1)          Total units exclude 22,57810,846 unconsolidated units and 3,555 military housing (fee managed) units.

(2)          Wholly Owned Properties acquired prior to January 1, 2001.2004.

(3)          Wholly Owned Properties acquired during 2001, 20022004, 2005 and 2003.2006.  Per unit amounts are based on a weighted average of 10,53327,346 units.

(4)          Includes properties either Partially Owned or sold during the period, commercial space, condominium conversions and $6.5$21.4 million included in building improvements spent on sevenseventeen specific assets related to major renovations and repositioning of these assets.

 

For the year ended December 31, 2002,2005, our actual improvements to real estate totaled approximately $156.8$232.5 million.  This includes the following detail (amounts in thousands except for unit and per unit amounts):

40



 

Capitalized Improvements to Real Estate

For the Year Ended December 31, 20022005

 

 

Total Units
(1)

 

Replacements

 

Avg.
Per
Unit

 

Building
Improvements

 

Avg.
Per
Unit

 

Total

 

Avg.
Per
Unit

 

 

Total Units
(1)

 

Replacements

 

Avg.
Per Unit

 

Building
Improvements

 

Avg.
Per Unit

 

Total

 

Avg.
Per Unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Established Properties (2)

 

171,913

 

$

49,903

 

$

290

 

$

65,985

 

$

384

 

$

115,888

 

$

674

 

 

145,305

 

$

55,508

 

$

382

 

$

89,252

 

$

614

 

$

144,760

 

$

996

 

New Acquisition Properties (3)

 

22,146

 

5,542

 

285

 

8,691

 

446

 

14,233

 

731

 

 

27,669

 

5,626

 

270

 

19,508

 

937

 

25,134

 

1,207

 

Other (4)

 

7,758

 

5,787

 

 

 

20,868

 

 

 

26,655

 

 

 

 

8,531

 

23,421

 

 

 

39,185

 

 

 

62,606

 

 

 

Total

 

201,817

 

$

61,232

 

 

 

$

95,544

 

 

 

$

156,776

 

 

 

 

181,505

 

$

84,555

 

 

 

$

147,945

 

 

 

$

232,500

 

 

 

 


(1)          Total units exclude 21,77415,899 unconsolidated units.

(2)          Wholly Owned Properties acquired prior to January 1, 2000.2003.

(3)          Wholly Owned Properties acquired during 2000, 20012003, 2004 and 2002.2005.  Per unit amounts are based on a weighted average of 19,47820,828 units.

(4)          Includes properties either Partially Owned or sold during the period, commercial space, condominium conversions and $9.1$6.8 million included in building improvements spent on sixnine specific assets related to major renovations and repositioning of these assets.

 

The Company expects to fund approximately $160.0$145.0million for capital expenditures for replacements and building improvements for all consolidated properties, exclusive of condominium conversion properties, in 2004.2007.  This includes an average of approximately $1,000 per unit for capital improvements for established properties.

 

During the year ended December 31, 2003,2006, 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, waswere approximately $2.9$10.7 million.  The

43



Company expects to fund approximately $6.5$8.2 million in total additions to non-real estate property in 2004.2007.

 

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 1411 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at December 31, 2003.2006.

41



 

Other

 

Minority Interests as of December 31, 20032006 decreased by $10.4$10.7 million when compared to December 31, 2002.2005.  The primary factors that impacted this account in the Company’s consolidated statements of operations and balance sheets during the year ended December 31, 20032006 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 $38.2$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 $34.7$72.6 million;

                  The issuance of 313,7201,144,326 OP Units to various limited partners at an average pricefor the acquisition of $26.11 per unit;three properties with a valuation of $49.6 million; and

                  The issuance of Common Shares; and

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

 

Total distributions paid in January 20042007 amounted to $141.9$152.4 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the fourth quarter ended December 31, 2003.2006.

 

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 under its line of credit.  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.44

The Company has a revolving credit facility with potential borrowings of up to $700.0 million.    This facility matures in May 2005 and may, among other potential uses, be used to fund property acquisitions, costs for certain properties under development and short term liquidity requirements.  As of March 1, 2004, $255.0 million was outstanding under this facility (and $56.7 was restricted and dedicated to support letters of credit).



 

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 generally, except to the extent the development ventures mitigate risk by deploying the skill and expertise of locally based real estate developers.  The nature and business purpose of these ventures are as follows:

                                          Institutional Ventures –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.

                                          Development Ventures – Since 1998, the Company has generally engaged in development activities through various joint ventures with third party developers.   The Company uses the local expertise of these developers and lowers the overall risks

42



associated with development by grouping various development properties into aggregate pools.  The Company generally contributes between 25% and 35% of the development cost of these projects with the remaining cost financed through third-party construction mortgages.  Voting rights are shared equally between the Company and its respective development partners.

 

As of December 31, 2003,2006, the Company has 1311 projects totaling 3,448 units in various stages of development with estimated completion dates ranging through June 30, 2005.2009.  The three 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 interestare discussed in the project to the Company based on such value.  If the Company chooses not to purchase the interest, it must agree to a saledetail in Note 18 of the project to an unrelated third party at such value.  The Company’s partner must exercise this right as to all projects within five years after the receipt of the final certificate of occupancy on the last developed property.   In connection with this development agreement, the Company has an obligation to provide up to $40.0 million in credit enhancements to guarantee a portion of the third party construction financing.  As of February 4, 2004, the Company had set-aside $20.0 million towards this credit enhancement.  The Company would be required to perform under this agreement only if there was a material default under a third party construction mortgage agreement.  This agreement expires no later than December 31, 2018.  Notwithstanding the termination of the agreement, the Company shall have recourse against its development partner for any losses incurred.

                                    The second development partner has the right, at any time following completion of a project, to require the Company to purchase the partners’ 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 (generally defined as having achieved 90% occupancy for three consecutive months following the substantial completion of a project) to market a project for sale.  Thereafter, either the Company or its development partner may market a 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.Consolidated Financial Statements.

 

See Note 9also Notes 2 and 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s investments in unconsolidatedpartially owned entities.

In connection with one of its mergers, the Company provided a guaranty of a credit enhancement agreement with respect to certain tax-exempt bonds issued to finance certain public improvements at a multifamily

43



development project.  The Company has the obligation to provide this guaranty for a period of eight years from the consummation of the merger or through May 2005.  The Company would be required to perform under this guaranty only if there was a draw on the letter of credit issued by the credit enhancement party.  The counterparty has also indemnified the Company for any losses suffered.  As of February 4, 2004, this guaranty was still in effect at a commitment amount of $12.7 million and no current outstanding liability.

 

The following table summarizes the Company’s contractual obligations for the next five years and thereafter as of December 31, 2003:2006:

 

 

 

Payments Due by Year (in thousands)

 

Contractual Obligations

 

2004

 

2005

 

2006

 

2007

 

2008

 

Thereafter

 

Total

 

Debt (a)

 

$

514,591

 

$

605,438

 

$

489,961

 

$

332,583

 

$

494,727

 

$

2,923,189

 

$

5,360,489

 

Operating Leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum Rent Payments (b)

 

4,835

 

3,915

 

2,852

 

2,376

 

2,243

 

8,365

 

24,586

 

Other Long-Term Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Compensation (c)

 

831

 

1,376

 

1,411

 

2,215

 

2,270

 

20,972

 

29,075

 

Other (d)

 

1,000

 

 

 

 

 

 

1,000

 

Total

 

$

521,257

 

$

610,729

 

$

494,224

 

$

337,174

 

$

499,240

 

$

2,952,526

 

$

5,415,150

 

 

 

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 $352,391, $365,782$465,388, $397,886 and $380,745$348,574 for interest on debt, inclusive of derivative instruments, for the years ended December 31, 2003, 20022006, 2005 and 2001,2004, 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 CEOCEO’s and two other executive officersits chief operating officer based on planned retirement dates.

(d)         Promissory note due on one property.

 

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, 2003.2006 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

 

4445



 

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.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 for costs thatas 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 incurred during the initial lease-up phase on a development project.  An allocated portion of payroll costs is capitalized based upon the occupancy of the project until stabilized occupancy is achieved.  The incremental payroll and associated costs are capitalized to the projects under development based upon the effort directly identifiable with such projects.  These costs are reflected on the balance sheet as either construction in progress or a separate component of investments in unconsolidated entities.  The Company ceases the capitalization of such costs as the property becomes substantially complete and ready for its intended use.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.  InterestFee and asset management revenue and interest income isare recorded on an accrual basis.

 

Stock-BasedShare-Based Compensation

 

Prior to 2003, theThe Company had chosen to accountaccounts for its stock-based compensation in accordance with APB No. 25, Accounting for Stock Issued to Employees,which resulted in no

45



compensation expense for options issued with an exercise price equal to or exceeding the market value of the Company’s Common Shares on the date of grant (intrinsic method).  The Company has elected to account for its stock-basedshare-based compensation in accordance with SFAS No. 123 and its amendment (SFAS No. 148)(R), Accounting for Stock Based CompensationShare-Based Payment, effective in the first quarter of 2003,January 1, 2006, which resultedresults in compensation expense being recorded based on the fair value of the stockshare compensation granted.

 

SFAS No. 148 provides three transition methodsThe Black-Scholes option valuation model was developed for entities that adoptuse in estimating the fair value recognition provisions of SFAS No. 123.  The Company has chosen to use the “Prospective Method”.traded options that have no vesting restrictions and are fully transferable.  This model is only one method requires that companies apply the recognition provisions

46



of SFAS No. 123 to only employee awards granted or modified after the beginning of the fiscal year in which the recognition provisions are first applied, or January 1, 2003.  Compensation expense under all ofvaluing options and the Company’s plans is generally recognized over periods ranginguse of this model should not be interpreted as an endorsement of its accuracy.  Because the Company’s share options have characteristics significantly different from three months to five years.  Therefore, the cost related to stock-based employee compensation includedthose of traded options, and because changes in the determination of net income for the year ended December 31, 2003 is less than that which would have been recognized ifsubjective input assumptions can materially affect the fair value based method had been applied to all awards sinceestimate, in management’s opinion, the original effective date of SFAS No. 123.  See Note 2 in the Notes to Consolidated Financial Statements for further discussion and comparative information regarding applicationexisting models do not necessarily provide a reliable single measure of the fair value method to all outstanding employee awards.of its share options and the actual value of  the options may be significantly different.

 

Funds From Operations

 

For the year ended December 31, 2003,2006, Funds From Operations (“FFO”) available to Common Shares and OP Units decreased $78.9$68.5 million, or 11.0%8.7%, as compared to the year ended December 31, 2002.2005. For the year ended December 31, 2002,2005, FFO available to Common Shares and OP Units increased $13.0$132.9 million, or 1.8%20.4%, as compared to the year ended December 31, 2001.2004.

 

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, 2003, 2002 and 2001:2006:

 

Funds From Operations

(Amounts in thousands)

 

 

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2001

 

Net income

 

$

543,847

 

$

421,313

 

$

474,023

 

Net income allocation to Minority Interests – Operating Partnership

 

34,658

 

26,862

 

32,391

 

Adjustments:

 

 

 

 

 

 

 

Depreciation

 

444,339

 

419,039

 

396,737

 

Depreciation – Non-real estate additions

 

(7,019

)

(9,213

)

(6,555

)

Depreciation – Partially Owned Properties

 

(8,390

)

(7,706

)

(4,353

)

Depreciation – Unconsolidated Properties

 

28,301

 

19,872

 

13,022

 

Net (gain) on sales of unconsolidated entities

 

(4,942

)

(5,054

)

(387

)

Cumulative effect of change in accounting principle

 

 

 

1,270

 

Discontinued Operations:

 

 

 

 

 

 

 

Depreciation

 

27,230

 

53,917

 

60,495

 

Net gain on sales of depreciable property

 

(300,426

)

(102,614

)

(148,906

)

 

 

 

 

 

 

 

 

FFO (1)(2)

 

757,598

 

816,416

 

817,737

 

 

 

 

 

 

 

 

 

Preferred distributions

 

(96,971

)

(97,151

)

(106,119

)

Premium on redemption of preferred shares

 

(20,237

)

 

(5,324

)

 

 

 

 

 

 

 

 

FFO available to Common Shares and OP Units

 

$

640,390

 

$

719,265

 

$

706,294

 

46



 

 

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)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.  Accordingly, the Company included in FFO its incremental gains or losses from the sale of condominium units to third parties, which represented net gains of $10,280, $1,682 and $0 for the years ended December 31, 2003, 2002 and 2001, respectively.  Effective January 1, 2003, the Company no longer adds back impairment losses when computing FFO in accordance with NAREIT’s definition.  As a result, FFO for the years ended December 31, 2002, 2001 and 2000 have been reduced by $18,284, $71,766 and $1,000, respectively, to conform to the current year presentation.  For the year ended December 31, 2001, FFO has been reduced by $5,324 to reflect the SEC’s clarification of EITF Topic D-42 regarding premiums on redemption of preferred shares.

 

(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 provides investors an understandingis a recognized measure of performance by the abilityreal 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 Companyoperating performance of a company’s real estate between periods or as compared to incur and service debt and to make capital expenditures.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 DisclosureDisclosures about Market Risk

 

Market risks relating to the Company’s operationsfinancial 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 line of credit.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 1411 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

47



Company’s mortgage notes payable and unsecured notes approximates their carrying valuewere approximately $3.2 billion and $4.5 billion, respectively, at December 31, 2003.2006.

 

The Company had total outstanding floating rate debt of approximately $750.0 million,$1.5 billion, or 14.0%18.4% of total debt at December 31, 2003,2006, net of the effects of any derivative instruments.  If market rates of interest on all of the floating rate debt permanently increased by 2249 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 $1.7$7.3 million.  If market rates of interest on all of the floating rate debt permanently decreased by 2249 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 $1.7$7.3 million.

 

At December 31, 2003,2006, the Company had total outstanding fixed rate debt of approximately $4.6$6.6 billion, net of the effects of any derivative instruments.  If market rates of interest permanently increased by 6760 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 $4.2$6.0 billion.  If market rates of interest permanently decreased by 6760 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 $5.1$7.3 billion.

 

At December 31, 2003,2006, the Company’s consolidated derivative instruments had a net assetliability fair value of approximately $3.9$16.2 million.  If market rates of interest permanently increased by 2554 basis points (a 10% increase from the Company’s existing weighted average interest rates), the net assetliability fair value of the Company’s consolidated derivative instruments would be approximately $8.0$16.4 million.  If market rates of interest

48



permanently decreased by 2554 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the net liability fair value of the Company’s consolidated derivative instruments would be approximately $0.1$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, 2003,2005, 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 unconsolidatedexisting 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 $5.2$6.0 million.  If market rates of interest permanently increased by 1149 basis points (a 10% increase from the Company’s existing weighted average interest rates), the net liability fair value of the Company’s unconsolidated derivative instruments would be approximately $5.1$0.1 million.  If market rates of interest permanently decreased by 1149 basis points (a 10% decrease from the Company’s existing weighted average interest rates), the net liability fair value of the Company’s unconsolidated derivative instruments would be approximately $5.3$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.   Disclosure   Controls and Procedures

(a)         Evaluation of Disclosure Controls and Procedures:

 

Effective as of December 31, 2003,2006, 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 design and operation 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 timely alerting themits 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 material information.  Duringbe effective can only provide reasonable assurance with respect to financial statement preparation and presentation.

Based on the fiscal year endedCompany’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, 2003, there2006.  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 controlscontrol over financial reporting of the Company identified in connection with the Company’s evaluation or otherwisereferred to above that hasoccurred during the fourth quarter of 2006 that have materially affected, or isare reasonably likely to materially affect, the Company’s internal controlscontrol over financial reporting.

 

48Item 9B.   Other Information

None.

50



 

PART III

 

Items 10,, 11, 12, 13 and 14.

 

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

 

The information required by Item 10, Item 11, Item 12, Item 13 and Item 14 areis 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 29, 2004,20, 2007, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.

 

4951



 

PART IV

 

Item 15.  Exhibits and Financial Statement Schedules., Financial Statements, Schedules and Reports on Form 8-K

 

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

(1 & 2)(1) Financial Statements: See Index to Financial Statements and SchedulesSchedule on page F-1 of this Form 10-K.

(2) Exhibits: See the Exhibit Index.

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

2.1^

Agreement and Plan of Merger and First Amendment Thereto by and between Equity Residential and Merry Land & Investment Company, Inc. dated as of July 8, 1998 and September 4, 1998, respectively.

2.2^^

Articles of Merger by and between Equity Residential and Merry Land & Investment Company, Inc.

2.3^^^

Agreement and Plan of Merger between Equity Residential and Lexford Residential Trust dated as of June 30, 1999.

2.4^^^^

Articles of Merger by and between Equity Residential and Lexford Residential Trust.

2.5^^^^^

Agreement and Plan of Merger among Grove Property Trust, Grove Operating, L.P. and ERP Operating Limited Partnership dated as of July 17, 2000.

3.1+

Second Amended and Restated Declaration of Trust of Equity Residential dated May 30, 1997 (“Declaration of Trust”).

3.2++

Articles Supplementary to Declaration of Trust dated September 22, 1997.

3.3+++

Articles Supplementary to Declaration of Trust dated September 30, 1998.

3.4*****

Articles Supplementary to Declaration of Trust dated September 27, 1999.

3.5

Certificate of Correction to Articles Supplementary to Declaration of Trust dated July 6, 2000.

3.6*****

Articles Supplementary to Declaration of Trust dated March 3, 2000.

3.7*****

Articles Supplementary to Declaration of Trust dated March 23, 2000.

3.8*****

Articles Supplementary to Declaration of Trust dated May 1, 2000.

3.9*****

Articles Supplementary to Declaration of Trust dated August 11, 2000.

3.10*****

Articles Supplementary to Declaration of Trust dated December 8, 2000.

3.11

Articles Supplementary to Declaration of Trust dated March 23, 2001.

3.12

Articles Supplementary to Declaration of Trust dated June 22, 2001.

3.13

Articles Supplementary to Declaration of Trust dated December 14, 2001.

3.14

Articles of Amendment to Declaration of Trust dated December 12, 2001.

3.15••

Articles of Amendment to the Second Amended and Restated Declaration of Trust dated May 15, 2002.

3.16•••••

Articles Supplementary to Declaration of Trust dated June 18, 2003.

3.17++++

Fourth Amended and Restated Bylaws of Equity Residential.

4.1*

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

10.1**

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

10.2

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

10.3

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

10.4***

Noncompetition Agreement (Zell).

10.5***

Noncompetition Agreement (Crocker).

10.6***

Noncompetition Agreement (Spector).

10.7***

Form of Noncompetition Agreement (other officers).

10.8***

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

10.9••

Revolving Credit Agreement dated as of May 29, 2002 among the Operating Partnership, Bank of America, National Association, as administrative agent, JP Morgan Chase Bank, as syndication agent, and the banks named therein.

50



10.10••

Guaranty of Payment, dated as of May 29, 2002, between the Company and Bank of America, N.A., as administrative agent.

10.11****

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

10.12

Amended and Restated Equity Residential Advantage Retirement Savings Plan, effective January 1, 2001.

10.13

First Amendment to the Equity Residential Advantage Retirement Savings Plan, effective December 2002.

10.14

Second Amendment to the Equity Residential Advantage Retirement Savings Plan, effective December 2002.

10.15

Third Amendment to the Equity Residential Advantage Retirement Savings Plan, effective May 2003.

10.16•••

Equity Residential 2002 Share Incentive Plan.

10.17

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

10.18

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

10.19#

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

10.20

Amended and Restated Deferred Compensation Agreement between the Company and Douglas Crocker II dated as of January 21, 2002.

10.21

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

10.22

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

10.23••••

Compensation Agreement between the Company and Bruce W. Duncan dated March 14, 2002.

10.24#

First Amendment to Compensation Agreement between the Company and Bruce W. Duncan dated February 17, 2003.

10.25#

Employment Agreement between the Company and Bruce W. Duncan dated as of January 20, 2003.

10.26#

Deferred Compensation Agreement between the Company and Bruce W. Duncan dated as of January 20, 2003.

10.27••••

Compensation Agreement between the Company and Douglas Crocker II dated April 10, 2002, but effective as of January 16, 2002.

12

Computation of Ratio of Earnings to Combined Fixed Charges.

21

List of Subsidiaries of Equity Residential.

23.1

Consent of Ernst & Young LLP.

24.1

Power of Attorney for John W. Alexander dated March 3, 2004.

24.2

Power of Attorney for Stephen O. Evans dated March 5, 2004.

24.3

Power of Attorney for Charles L. Atwood dated March 8, 2004.

24.4

Power of Attorney for Desiree G. Rogers dated March 9, 2004.

24.5

Power of Attorney for B. Joseph White dated March 3, 2004.

24.6

Power of Attorney for Sheli Z. Rosenberg dated March 5, 2004.

24.7

Power of Attorney for James D. Harper, Jr. dated March 4, 2004.

24.8

Power of Attorney for Boone A. Knox dated March 3, 2004.

24.9

Power of Attorney for Michael N. Thompson dated March 5, 2004.

24.10

Power of Attorney for Samuel Zell dated March 2, 2004.

24.11

Power of Attorney for Gerald A. Spector dated March 2, 2004.

31.1

Certification of Bruce W. Duncan, Chief Executive Officer.

31.2

Certification of David J. Neithercut, Chief Financial Officer.

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 Bruce W. Duncan, Chief Executive Officer of the Company.

51



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 David J. Neithercut, Chief Financial Officer of the Company.


^

Included as Appendix A in the Company’s Form S-4 filed on September 14, 1998.

^^

Included as Appendix B in the Company’s Form S-4 filed on September 14, 1998.

^^^

Included as Appendix A in the Company’s Form S-4 filed on July 23, 1999.

^^^^

Included as an exhibit to the Company’s Form 8-K dated October 1, 1999, filed on October 5, 1999.

^^^^^

Included as Appendix A to the Company’s Form S-4, Registration No. 333-44576, filed on July 23, 2000.

+

Included as an exhibit to the Company’s Form 8-K dated May 30, 1997, filed on June 5, 1997.

++

Included as an exhibit to the Company’s Form 8-A filed September 19, 1997.

+++

Included as an exhibit to the Company’s Form 8-A filed October 16, 1998.

++++

Included as an exhibit to the Company’s Form 10-Q for the quarterly period ended June 30, 2001.

*

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

**

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

***

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

****

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

*****

Included as an exhibit to the Company’s Form 10-K for the year ended December 31, 2000.

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

••

Included as an exhibit to the Company’s Form 10-Q for the quarterly period ended June 30, 2002.

•••

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

••••

Included as an exhibit to the Company’s Form 10-Q for the quarterly period ended March 31, 2002.

•••••

Included as an exhibit to the Company’s Form 8-A dated and filed on June 19, 2003.

#

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

(b)

Reports on Form 8-K:  None.

(c)

Exhibits:  See Item 15(a)(3) above.

(d)

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

Date:

March 12, 2004

By:

/s/

Bruce W. Duncan

Bruce W. Duncan

President, Chief Executive Officer,

and Trustee

 

 

 

 

Date:

March 12, 2004

 

By:

/s/

David J. Neithercut

 

 

 

David J. Neithercut,

Executive Vice President Corporate Strategy and

 

 

Chief FinancialExecutive Officer

 

 

 

 

Date:

February 28, 2007

 

Date:

March 12, 2004

By:

/s/

Michael J. McHugh

Michael J. McHugh

Executive Vice President, Chief Accounting

Officer, Treasurer and *Attorney-in-fact

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 have signed this report below.indicated:

 

Date:Name

March 12, 2004

Title

By:

/s/

Samuel Zell*

Date

/s/ David J. Neithercut

 

 

Samuel Zell

President, Chief Executive Officer and Trustee

 

Chairman of the Board of Trustees

February 28, 2007

 

David J. Neithercut

Date:

March 12, 2004

By:

/s/

Gerald A. Spector*

Gerald A. Spector

Executive Vice President, Chief
Operating Officer and Trustee

Date:

March 12, 2004

By:

/s/

Sheli Z. Rosenberg*

Sheli Z. Rosenberg

Trustee

Date:

March 12, 2004

By:

/s/

James D. Harper*

James D. Harper

Trustee

Date:

March 12, 2004

By:

/s/

John W. Alexander*

John W. Alexander

Trustee

53



Date:

March 12, 2004

By:

/s/

B. Joseph White*

B. Joseph White

Trustee

Date:

March 12, 2004

By:

/s/

Charles L. Atwood*

Charles L. Atwood

Trustee

Date:

March 12, 2004

By:

/s/

Desiree G. Rogers*

Desiree G. Rogers

Trustee

Date:

March 12, 2004

By:

/s/

Stephen O. Evans*

Stephen O. Evans

Trustee

Date:

March 12, 2004

By:

/s/

Boone A. Knox*

Boone A. Knox

Trustee

Date:

March 12, 2004

By:

/s/

Michael N. Thompson*

Michael N. Thompson

Trustee

 

 

 

 

 

 

 

 

* By:

/s/ Michael J. McHughDonna Brandin

Executive Vice President and Chief Financial Officer

February 28, 2007

Donna Brandin

 

 

 

 

 

Michael J. McHugh

/s/ Ian S. Kaufman

First Vice President, Controller and Chief Accounting Officer

February 28, 2007

Ian S. Kaufman

 

 

 

 

as Attorney-in-fact

/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 AuditorsRegistered Public Accounting Firm

F-2

 

 

 

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

Consolidated Balance Sheets as of
December 31, 2003 and 2002

F-3

 

 

 

Consolidated Balance Sheets as of
December 31, 2006 and 2005

 

Consolidated Statements of Operations for
the years ended December 31, 2003, 2002 and 2001

F-4 to F-5

 

 

 

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, 2003, 20022006, 2005 and 20012004

F-6F-7 to F-8F-9

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity
for the years ended December 31, 2003, 20022006, 2005 and 20012004

 

F-10 to F-11

 

 

 

Notes to Consolidated Financial Statements

F-11F-12 to F-45F-43

 

 

 

SCHEDULE FILED AS PART OF THIS REPORT

 

 

 

 

Schedule III - Real Estate and Accumulated Depreciation

S-1 to S-17S-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 AUDITORSREGISTERED 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, 20032006 and 20022005 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, 2003.2006.  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 auditingthe standards generally accepted inof the United States.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, 20032006 and 2002,2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2003,2006, in conformity with accounting principlesU.S. generally accepted in the United States.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.

 

As discussedWe also have audited, in Note 2 toaccordance with the consolidatedstandards of the Public Company Accounting Oversight Board (United States), the effectiveness of Equity Residential’s internal control over financial statements,reporting as of December 31, 2006, based on the Company changed its methodcriteria established in Internal Control – Integrated Framework issued by the Committee of accounting for stock-based compensation in 2003, changed its methodSponsoring Organizations of accounting for goodwillthe Treadway Commission and discontinued operations in 2002 and changed its method of accounting for derivative instruments in 2001.our report dated February 21, 2007 expressed an unqualified opinion thereon.

 

 

/s/ ERNST & YOUNG LLP

 

 

ERNST & YOUNG LLP

 

Chicago, Illinois

February 4, 200421, 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,
2003

 

December 31,
2002

 

 

December 31,
2006

 

December 31,
2005

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Investment in real estate

 

 

 

 

 

 

 

 

 

 

Land

 

$

1,853,093

 

$

1,803,577

 

 

$

3,217,672

 

$

2,848,601

 

Depreciable property

 

11,018,326

 

11,240,245

 

 

13,376,359

 

13,336,636

 

Construction in progress

 

2,960

 

2,441

 

Projects under development

 

386,917

 

240,980

 

Land held for development

 

254,227

 

164,153

 

Investment in real estate

 

12,874,379

 

13,046,263

 

 

17,235,175

 

16,590,370

 

Accumulated depreciation

 

(2,296,013

)

(2,112,017

)

 

(3,022,480

)

(2,888,140

)

Investment in real estate, net of accumulated depreciation

 

10,578,366

 

10,934,246

 

Investment in real estate, net

 

14,212,695

 

13,702,230

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

49,579

 

29,875

 

 

260,277

 

88,828

 

Investments in unconsolidated entities

 

473,977

 

509,789

 

 

4,448

 

6,838

 

Rents receivable

 

426

 

2,926

 

 

390

 

789

 

Deposits – restricted

 

133,752

 

141,278

 

 

391,825

 

77,093

 

Escrow deposits – mortgage

 

41,104

 

50,565

 

 

25,528

 

35,225

 

Deferred financing costs, net

 

31,135

 

32,144

 

 

43,384

 

40,636

 

Goodwill, net

 

30,000

 

30,000

 

 

 

30,000

 

Other assets

 

128,554

 

80,094

 

 

123,672

 

127,112

 

Total assets

 

$

11,466,893

 

$

11,810,917

 

 

$

15,062,219

 

$

14,108,751

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

Mortgage notes payable

 

$

2,693,815

 

$

2,927,614

 

 

$

3,178,223

 

$

3,379,289

 

Notes, net

 

2,656,674

 

2,456,085

 

 

4,419,433

 

3,442,784

 

Line of credit

 

10,000

 

140,000

 

Lines of credit

 

460,000

 

769,000

 

Accounts payable and accrued expenses

 

55,463

 

58,784

 

 

100,605

 

115,543

 

Accrued interest payable

 

60,334

 

63,151

 

 

91,172

 

78,441

 

Rents received in advance and other liabilities

 

189,372

 

170,680

 

 

307,651

 

305,536

 

Security deposits

 

44,670

 

45,333

 

 

58,072

 

54,823

 

Distributions payable

 

140,195

 

140,844

 

 

151,382

 

145,812

 

Total liabilities

 

5,850,523

 

6,002,491

 

 

8,766,538

 

8,291,228

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

Minority Interests:

 

 

 

 

 

 

 

 

 

 

Operating Partnership

 

342,809

 

349,646

 

 

372,961

 

345,034

 

Preference Interests

 

246,000

 

246,000

 

Junior Preference Units

 

2,217

 

5,846

 

Preference Interests and Units

 

11,684

 

60,184

 

Partially Owned Properties

 

9,903

 

9,811

 

 

26,814

 

16,965

 

Total Minority Interests

 

600,929

 

611,303

 

 

411,459

 

422,183

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 5,496,518 shares issued and outstanding as of December 31, 2003 and 10,524,034 shares issued and outstanding as of December 31, 2002

 

670,913

 

946,157

 

Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 277,643,885 shares issued and outstanding as of December 31, 2003 and 271,095,481 shares issued and outstanding as of December 31, 2002

 

2,776

 

2,711

 

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

 

4,956,712

 

4,844,104

 

 

5,349,194

 

5,253,188

 

Deferred compensation

 

(3,554

)

(12,118

)

Distributions in excess of accumulated earnings

 

(588,005

)

(539,942

)

Retained earnings (deficit)

 

159,528

 

(350,367

)

Accumulated other comprehensive loss

 

(23,401

)

(43,789

)

 

(14,010

)

(14,472

)

Total shareholders’ equity

 

5,015,441

 

5,197,123

 

 

5,884,222

 

5,395,340

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

11,466,893

 

$

11,810,917

 

 

$

15,062,219

 

$

14,108,751

 

 

See accompanying notes

F-3F-4



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except per share data)

 

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2003

 

2002

 

2001

 

 

2006

 

2005

 

2004

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

1,808,925

 

$

1,799,581

 

$

1,827,719

 

 

$

1,981,335

 

$

1,672,418

 

$

1,483,184

 

Fee and asset management

 

14,373

 

9,582

 

7,498

 

 

9,101

 

10,240

 

10,743

 

Interest income — investment in mortgage notes

 

 

 

8,786

 

Total revenues

 

1,823,298

 

1,809,163

 

1,844,003

 

 

1,990,436

 

1,682,658

 

1,493,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and maintenance

 

498,608

 

464,981

 

481,497

 

 

527,154

 

451,245

 

392,295

 

Real estate taxes and insurance

 

196,987

 

181,890

 

168,519

 

 

199,582

 

191,679

 

175,605

 

Property management

 

68,058

 

72,416

 

76,969

 

 

96,417

 

87,103

 

76,898

 

Fee and asset management

 

7,819

 

7,885

 

7,345

 

 

8,934

 

8,555

 

7,572

 

Depreciation

 

444,339

 

419,039

 

396,737

 

 

562,739

 

439,594

 

380,673

 

General and administrative

 

38,810

 

46,492

 

35,414

 

 

48,465

 

70,405

 

47,128

 

Impairment on technology investments

 

1,162

 

1,162

 

11,766

 

Impairment on corporate housing business

 

 

17,122

 

 

Amortization of goodwill

 

 

 

2,356

 

Impairment

 

34,002

 

613

 

1,538

 

Total expenses

 

1,255,783

 

1,210,987

 

1,180,603

 

 

1,477,293

 

1,249,194

 

1,081,709

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

567,515

 

598,176

 

663,400

 

 

513,143

 

433,464

 

412,218

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

16,235

 

14,806

 

21,497

 

 

31,131

 

68,399

 

8,765

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense incurred, net

 

(326,465

)

(333,152

)

(344,755

)

 

(427,952

)

(362,347

)

(307,697

)

Amortization of deferred financing costs

 

(6,164

)

(5,617

)

(4,978

)

 

(8,302

)

(6,503

)

(5,814

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain on sales of unconsolidated entities, discontinued operations and cumulative effect of change in accounting principle

 

251,121

 

274,213

 

335,164

 

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

 

(34,658

)

(26,862

)

(32,391

)

Operating Partnership, net

 

(4,201

)

(6,796

)

(2,624

)

Preference Interests and Units

 

(2,002

)

(7,606

)

(19,490

)

Partially Owned Properties

 

271

 

(1,867

)

(2,249

)

 

(3,132

)

801

 

1,787

 

Income (loss) from investments in unconsolidated entities

 

(10,118

)

(3,698

)

3,772

 

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

 

4,942

 

5,054

 

387

 

 

370

 

1,330

 

4,593

 

Income from continuing operations

 

211,558

 

246,840

 

304,683

 

Net gain on sales of discontinued operations

 

310,706

 

104,296

 

148,906

 

Discontinued operations, net

 

21,583

 

70,177

 

21,704

 

Income before cumulative effect of change in accounting principle

 

543,847

 

421,313

 

475,293

 

Cumulative effect of change in accounting principle

 

 

 

(1,270

)

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

 

543,847

 

421,313

 

474,023

 

 

1,072,844

 

861,793

 

472,329

 

Preferred distributions

 

(96,971

)

(97,151

)

(106,119

)

 

(37,113

)

(49,642

)

(53,746

)

Premium on redemption of preferred shares

 

(20,237

)

 

(5,324

)

Premium on redemption of Preferred Shares

 

(3,965

)

(4,359

)

 

Net income available to Common Shares

 

$

426,639

 

$

324,162

 

$

362,580

 

 

$

1,031,766

 

$

807,792

 

$

418,583

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.44

 

$

0.60

 

$

0.77

 

 

$

0.21

 

$

0.33

 

$

0.13

 

Net income available to Common Shares

 

$

1.57

 

$

1.19

 

$

1.36

 

 

$

3.56

 

$

2.83

 

$

1.50

 

Weighted average Common Shares outstanding

 

272,337

 

271,974

 

267,349

 

 

290,019

 

285,760

 

279,744

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.43

 

$

0.59

 

$

0.76

 

 

$

0.20

 

$

0.32

 

$

0.12

 

Net income available to Common Shares

 

$

1.55

 

$

1.18

 

$

1.34

 

 

$

3.50

 

$

2.79

 

$

1.48

 

Weighted average Common Shares outstanding

 

297,041

 

297,969

 

295,213

 

 

315,579

 

310,785

 

303,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per Common Share outstanding

 

$

1.73

 

$

1.73

 

$

1.68

 

 

$

1.79

 

$

1.74

 

$

1.73

 

 

See accompanying notes

 

F-4F-5



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(Amounts in thousands except per share data)

 

 

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

543,847

 

$

421,313

 

$

474,023

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of change in accounting principle

 

 

 

(5,334

)

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during the year

 

11,467

 

(10,905

)

(17,909

)

 

 

 

 

 

 

 

 

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

 

7,268

 

(689

)

(10,366

)

 

 

 

 

 

 

 

 

Losses reclassified into earnings from other comprehensive income

 

1,653

 

845

 

569

 

Comprehensive income

 

$

564,235

 

$

410,564

 

$

440,983

 

See accompanying notes

F-5



EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

 

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2001

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

 

$

543,847

 

$

421,313

 

$

474,023

 

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

 

 

 

 

 

 

 

Allocation to Minority Interests:

 

 

 

 

 

 

 

Operating Partnership

 

34,658

 

26,862

 

32,391

 

Partially Owned Properties

 

(271

)

1,867

 

2,249

 

Cumulative effect of change in accounting principle

 

 

 

1,270

 

Depreciation

 

471,569

 

472,956

 

467,942

 

Amortization of deferred financing costs

 

6,702

 

5,754

 

5,189

 

Amortization of discount on investment in mortgage notes

 

 

 

(2,256

)

Amortization of goodwill

 

 

 

3,779

 

Amortization of discounts and premiums on debt

 

(991

)

(822

)

(1,841

)

Amortization of deferred settlements on derivative instruments

 

710

 

(306

)

591

 

Impairment on corporate housing business

 

 

17,122

 

 

Impairment on furniture rental business

 

 

 

60,000

 

Impairment on technology investments

 

1,162

 

1,162

 

11,766

 

Loss (income) from investments in unconsolidated entities

 

10,118

 

3,698

 

(3,772

)

Net (gain) on sales of discontinued operations

 

(310,706

)

(104,296

)

(148,906

)

Net (gain) on sales of unconsolidated entities

 

(4,942

)

(5,054

)

(387

)

Loss on debt extinguishments

 

2,095

 

792

 

208

 

Unrealized (gain) loss on derivative instruments

 

(118

)

328

 

(223

)

Book value of furniture sales and rental buyouts

 

 

 

11,411

 

Compensation paid with Company Common Shares

 

14,883

 

25,796

 

18,164

 

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Decrease (increase) in rents receivable

 

2,234

 

(570

)

(399

)

Decrease (increase) in deposits - restricted

 

4,406

 

9,896

 

(10,468

)

Additions to rental furniture

 

 

 

(18,611

)

(Increase) decrease in other assets

 

(18,940

)

14,531

 

(17,694

)

(Decrease) in accounts payable and accrued expenses

 

(4,682

)

(3,392

)

(633

)

(Decrease) increase in accrued interest payable

 

(2,851

)

406

 

10,293

 

Increase (decrease) in rents received in advance and other liabilities

 

345

 

3,046

 

(4,315

)

(Decrease) in security deposits

 

(1,247

)

(2,151

)

(103

)

Net cash provided by operating activities

 

747,981

 

888,938

 

889,668

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Investment in real estate – acquisitions

 

(595,077

)

(258,269

)

(297,794

)

Investment in real estate – development/other

 

(8,386

)

(109,077

)

(96,245

)

Improvements to real estate

 

(181,948

)

(156,776

)

(150,927

)

Additions to non-real estate property

 

(2,928

)

(7,301

)

(6,920

)

Interest capitalized for real estate under development

 

 

(10,006

)

(8,309

)

Interest capitalized for unconsolidated entities under development

 

(20,647

)

(17,161

)

(19,865

)

Proceeds from disposition of real estate, net

 

1,130,925

 

478,675

 

566,068

 

Proceeds from disposition of furniture rental business

 

 

28,741

 

 

Proceeds from disposition of unconsolidated entities

 

14,136

 

49,862

 

655

 

Proceeds from refinancing of unconsolidated entities

 

6,708

 

4,375

 

24,404

 

Investments in unconsolidated entities

 

(14,038

)

(105,758

)

(142,565

)

Distributions from unconsolidated entities

 

20,515

 

41,656

 

35,668

 

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

 

(22,656

)

24,845

 

52,340

 

Decrease (increase) in mortgage deposits

 

11,298

 

27,425

 

(1,626

)

Business combinations, net of cash acquired

 

(515

)

(677

)

(8,785

)

 

 

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,

 

 

Year Ended December 31,

 

 

2003

 

2002

 

2001

 

 

2006

 

2005

 

2004

 

CASH FLOWS FROM INVESTING ACTIVITIES (continued):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidation of previously Unconsolidated Properties

 

$

6,879

 

$

(40,113

)

$

52,841

 

Acquisition of Minority Interests - Partially Owned Properties

 

(125

)

 

 

Investment in property and equipment

 

 

 

(2,461

)

Principal receipts on investment in mortgage notes

 

 

 

61,419

 

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

 

(13,775

)

262

 

(469

)

 

2

 

2,379

 

16,802

 

Net cash provided by (used for) investing activities

 

330,366

 

(49,297

)

57,429

 

Net cash (used for) investing activities

 

(259,472

)

(592,201

)

(555,279

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan and bond acquisition costs

 

(6,127

)

(11,233

)

(4,483

)

 

(11,662

)

(12,816

)

(9,696

)

Mortgage notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds

 

111,150

 

126,144

 

91,583

 

 

267,045

 

280,125

 

467,541

 

Restricted cash

 

(20,193

)

 

 

Lump sum payoffs

 

(401,951

)

(374,983

)

(364,229

)

 

(466,035

)

(442,786

)

(469,333

)

Scheduled principal repayments

 

(30,919

)

(32,731

)

(32,671

)

 

(26,967

)

(27,607

)

(25,607

)

Prepayment premiums/fees

 

(2,187

)

(792

)

(208

)

 

(12,171

)

(10,977

)

(450

)

Notes, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds

 

398,816

 

447,064

 

299,316

 

 

1,039,927

 

499,435

 

898,014

 

Lump sum payoffs

 

(190,000

)

(265,000

)

(150,000

)

 

(60,000

)

(190,000

)

(531,390

)

Scheduled principal repayments

 

(4,480

)

(4,669

)

(4,774

)

 

(4,286

)

(4,286

)

(4,286

)

Line of credit:

 

 

 

 

 

 

 

Lines of credit:

 

 

 

 

 

 

 

Proceeds

 

182,000

 

776,500

 

738,491

 

 

6,417,500

 

6,291,300

 

1,742,000

 

Repayments

 

(312,000

)

(831,500

)

(898,953

)

 

(6,726,500

)

(5,672,300

)

(1,602,000

)

(Payments on) proceeds from settlement of derivative instruments

 

(12,999

)

5,757

 

(7,369

)

Proceeds from (payments on) settlement of derivative instruments

 

10,722

 

(7,823

)

(7,346

)

Proceeds from sale of Common Shares

 

6,324

 

9,411

 

8,991

 

 

7,972

 

8,285

 

6,853

 

Proceeds from sale of Preferred Shares

 

150,000

 

 

 

Proceeds from sale of Preference Interests

 

 

 

60,000

 

Proceeds from exercise of options

 

68,400

 

29,578

 

65,411

 

 

69,726

 

54,858

 

79,043

 

Payment of offering costs

 

(5,304

)

(207

)

(2,223

)

Common Shares repurchased and retired

 

 

(115,004

)

 

 

(83,230

)

 

 

Redemption of Preferred Shares

 

(386,989

)

 

(210,500

)

 

(115,000

)

(125,000

)

 

Redemption of Preference Interests

 

(25,500

)

(146,000

)

(40,000

)

Premium on redemption of Preferred Shares

 

(8,345

)

 

 

 

(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

 

(472,211

)

(473,996

)

(335,534

)

 

(514,055

)

(496,004

)

(484,540

)

Preferred Shares

 

(79,341

)

(76,973

)

(91,751

)

 

(39,344

)

(51,092

)

(54,350

)

Preference Interests

 

(20,211

)

(20,238

)

(18,172

)

Junior Preference Units

 

(324

)

(325

)

(271

)

Minority Interests - Operating Partnership

 

(38,472

)

(39,607

)

(30,067

)

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

 

(3,473

)

(12,608

)

(32,156

)

 

(3,658

)

(11,756

)

(26,327

)

Principal receipts on employee notes, net

 

 

4,043

 

303

 

Net cash (used for) financing activities

 

(1,058,643

)

(861,369

)

(919,266

)

 

(324,545

)

(101,007

)

(117,856

)

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

19,704

 

(21,728

)

27,831

 

Net increase in cash and cash equivalents Nts

 

171,449

 

5,323

 

33,926

 

Cash and cash equivalents, beginning of year

 

29,875

 

51,603

 

23,772

 

 

88,828

 

83,505

 

49,579

 

Cash and cash equivalents, end of year

 

$

49,579

 

$

29,875

 

$

51,603

 

 

$

260,277

 

$

88,828

 

$

83,505

 

 

See accompanying notes

F-7F-8



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

 

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2003

 

2002

 

2001

 

 

2006

 

2005

 

2004

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the year for interest

 

$

352,391

 

$

365,782

 

$

380,745

 

 

$

465,388

 

$

397,886

 

$

348,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers to real estate held for disposition

 

$

 

$

 

$

3,371

 

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

 

$

11,750

 

$

11,605

 

$

2,991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate acquisitions/dispositions:

 

 

 

 

 

 

 

Real estate acquisitions/dispositions/other:

 

 

 

 

 

 

 

Mortgage loans assumed

 

$

89,446

 

$

32,355

 

$

91,623

 

 

$

126,988

 

$

443,478

 

$

95,901

 

 

 

 

 

 

 

 

Valuation of OP Units issued

 

$

105

 

$

 

$

 

 

$

49,591

 

$

33,662

 

$

9,087

 

 

 

 

 

 

 

 

Mortgage loans (assumed) by purchaser

 

$

(53,250

)

$

(9,924

)

$

(30,396

)

 

$

(117,949

)

$

(35,031

)

$

(29,470

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidation of previously Unconsolidated Properties:

 

 

 

 

 

 

 

Consolidation of previously Unconsolidated Properties – Via acquisition:

 

 

 

 

 

 

 

Investment in real estate

 

$

 

$

(5,608

)

$

(960,331

)

Mortgage loans assumed

 

$

51,625

 

$

18,100

 

$

301,502

 

 

$

 

$

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation of OP Units issued

 

$

4,231

 

$

 

$

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority Interests - Partially Owned Properties

 

$

42

 

$

 

$

31,100

 

 

 

 

 

 

 

 

Investments in unconsolidated entities

 

$

34,942

 

$

(312

)

$

18,021

 

 

 

 

 

 

 

 

Net (assets) liabilities recorded

 

$

27,152

 

$

44,209

 

$

(38,860

)

 

 

 

 

 

 

 

Deconsolidation of previously Wholly Owned Properties:

 

 

 

 

 

 

 

Mortgage loans contributed

 

$

 

$

(118,376

)

$

 

Refinancing of mortgage notes payable into notes, net

 

$

 

$

 

$

130,000

 

 

See accompanying notes

 

F-8F-9



 

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amounts in thousands)

 

 

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

PREFERRED SHARES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

946,157

 

$

966,671

 

$

1,183,136

 

Redemption of 9 3/8% Series A Cumulative Redeemable

 

 

 

(153,000

)

Conversion of 7.00% Series E Cumulative Convertible

 

(8,891

)

(20,442

)

(5,845

)

Redemption of 9.65% Series F Cumulative Redeemable

 

 

 

(57,500

)

Conversion of 7.25% Series G Convertible Cumulative

 

(29,184

)

(2

)

 

Redemption of 7.25% Series G Convertible Cumulative

 

(286,989

)

 

 

Conversion of 7.00% Series H Cumulative Convertible

 

(180

)

(70

)

(120

)

Redemption of 7.625% Series L Cumulative Redeemable

 

(100,000

)

 

 

Issuance of 6.48% Series N Cumulative Redeemable

 

150,000

 

 

 

Balance, end of year

 

$

670,913

 

$

946,157

 

$

966,671

 

 

 

 

 

 

 

 

 

COMMON SHARES, $0.01 PAR VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

2,711

 

$

2,716

 

$

2,652

 

Issuance through conversion of Preferred Shares into Common Shares

 

14

 

9

 

3

 

Issuance through conversion of OP Units into Common Shares

 

7

 

9

 

18

 

Issuance through exercise of share options

 

32

 

15

 

32

 

Issuance through Employee Share Purchase Plan

 

3

 

3

 

3

 

Issuance through Share Purchase – DRIP Plan and Dividend Reinvestment – DRIP Plan

 

 

1

 

1

 

Stock-based employee compensation expense:

 

 

 

 

 

 

 

Restricted/performance shares

 

9

 

9

 

7

 

Common Shares repurchased and retired

 

 

(51

)

 

Balance, end of year

 

$

2,776

 

$

2,711

 

$

2,716

 

 

 

 

 

 

 

 

 

PAID IN CAPITAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

4,844,104

 

$

4,897,630

 

$

4,753,371

 

Issuance through conversion of Preferred Shares into Common Shares

 

38,241

 

20,505

 

5,962

 

Issuance through conversion of OP Units into Common Shares

 

10,896

 

14,759

 

29,303

 

Issuance of Common Shares through exercise of share options

 

68,368

 

29,563

 

65,379

 

Issuance of Common Shares through Employee Share Purchase Plan

 

6,321

 

7,374

 

6,928

 

Issuance of Common Shares through Share Purchase – DRIP Plan

 

 

861

 

910

 

Issuance of Common Shares through Dividend Reinvestment – DRIP Plan

 

 

1,172

 

1,149

 

Stock-based employee compensation expense:

 

 

 

 

 

 

 

Restricted/performance shares

 

2,488

 

12,127

 

29,020

 

Share options

 

2,626

 

 

 

ESPP discount

 

1,196

 

 

 

Common Shares repurchased and retired

 

 

(114,953

)

 

Offering costs

 

(5,304

)

(207

)

(2,223

)

Premium on redemption of preferred shares – original issuance costs

 

11,892

 

 

5,324

 

Other

 

(24,661

)

(29,017

)

(374

)

Adjustment for Minority Interests ownership in Operating Partnership

 

545

 

4,290

 

2,881

 

Balance, end of year

 

$

4,956,712

 

$

4,844,104

 

$

4,897,630

 

 

 

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-9F-10



EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)

(Amounts in thousands)

 

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2003

 

2002

 

2001

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

EMPLOYEE NOTES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

 

$

(4,043

)

$

(4,346

)

Principal receipts, net

 

 

4,043

 

303

 

Balance, end of year

 

$

 

$

 

$

(4,043

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DEFERRED COMPENSATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

(12,118

)

$

(25,778

)

$

(14,915

)

 

$

 

$

(18

)

$

(3,554

)

Restricted/performance shares granted, net of cancellations

 

 

(12,136

)

(29,027

)

Amortization to compensation expense – restricted/performance shares

 

8,564

 

25,796

 

18,164

 

Amortization to compensation expense:

 

 

 

 

 

 

 

Performance shares

 

 

 

88

 

Restricted shares

 

 

18

 

3,448

 

Balance, end of year

 

$

(3,554

)

$

(12,118

)

$

(25,778

)

 

$

 

$

 

$

(18

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DISTRIBUTIONS IN EXCESS OF ACCUMULATED EARNINGS

 

 

 

 

 

 

 

RETAINED EARNINGS (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

(539,942

)

$

(390,206

)

$

(300,351

)

 

$

(350,367

)

$

(657,462

)

$

(588,005

)

Net income

 

543,847

 

421,313

 

474,023

 

 

1,072,844

 

861,793

 

472,329

 

Common Share distributions

 

(474,702

)

(473,898

)

(452,435

)

 

(521,871

)

(500,697

)

(488,040

)

Preferred Share distributions

 

(76,435

)

(76,615

)

(87,504

)

 

(37,113

)

(49,642

)

(53,746

)

Preference Interest distributions

 

(20,211

)

(20,211

)

(18,263

)

Junior Preference Unit distributions

 

(325

)

(325

)

(352

)

Premium on redemption of preferred shares – cash charge

 

(8,345

)

 

 

Premium on redemption of preferred shares – original issuance costs

 

(11,892

)

 

(5,324

)

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

 

$

(588,005

)

$

(539,942

)

$

(390,206

)

 

$

159,528

 

$

(350,367

)

$

(657,462

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCUMULATED OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

(43,789

)

$

(33,040

)

$

 

 

$

(14,472

)

$

(21,370

)

$

(23,401

)

Accumulated other comprehensive loss - derivative and other instruments:

 

 

 

 

 

 

 

Cumulative effect of change in accounting principle

 

 

 

(5,334

)

Unrealized holding gains (losses) arising during the year

 

11,467

 

(10,905

)

(17,909

)

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

 

7,268

 

(689

)

(10,366

)

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

 

1,653

 

845

 

569

 

 

2,247

 

2,541

 

2,071

 

Balance, end of year

 

$

(23,401

)

$

(43,789

)

$

(33,040

)

 

$

(14,010

)

$

(14,472

)

$

(21,370

)

 

See accompanying notes

F-10F-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 a fully integrated real estatean S&P 500 company engaged infocused on the acquisition, development ownership,and management and operation of multifamily properties.high quality apartment properties in top United States growth markets. EQR has elected to be taxed as a real estate investment trust (“REIT”).REIT.

 

EQR is the general partner of, and as of December 31, 20032006 owned an approximate 92.7%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 is, directly or indirectly, a partner, member or shareholder of numerous partnerships, limited liability companies and corporations which have been established primarily to own fee simple title to multifamily properties or to conduct property management activities and other businesses related to the ownership and operation of multifamily residential real estate.its subsidiaries. References to the “Company” include EQR, the Operating Partnership and each of the partnerships, limited liability companies and corporationsthose entities owned or controlled by the Operating Partnership and/or EQR.

 

As of December 31, 2003,2006, the Company, owneddirectly or hadindirectly through investments in 968title holding entities, owned all or a portion of 617 properties in 3425 states and the District of Columbia consisting of 207,506165,716 units. The ownership breakdown includes:includes (table does not include various uncompleted development properties):

 

 

 

Properties

 

Units

 

Wholly Owned Properties

 

849

 

178,150

 

Partially Owned Properties (Consolidated)

 

35

 

6,778

 

Unconsolidated Properties

 

84

 

22,578

 

 

 

968

 

207,506

 

 

 

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 842545 of the 849546 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 Company owns the debt collateralized by two properties and owns an interest in the debt collateralized by the remaining four properties.  The Company consolidates its interest in these six properties in accordance with the accounting standards outlined in the AcSEC guidance for real estate acquisition, development and construction arrangements issued in the CPA letter dated February 10, 1986, and as such, reflects these assets as real estate in the consolidated financial statements.

 

The “Partially Owned Properties”Properties - Consolidated” are controlled by the Company but have partners with minority interests and are accounted for under the consolidation method of accounting. The “Unconsolidated Properties”“Partially Owned Properties - Unconsolidated” are partially owned but not controlled by the Company.  With the exception of one property, the Unconsolidated PropertiesCompany and consist of investments in partnership interests and/or subordinated mortgages that are accounted for under the equity method of accounting. The remaining one“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.  The above table does not include various uncompleted development properties summarized in Note 9.

 

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 Properties and certain other entities in which the Company has investments, the Operating

F-11



Partnership and each such subsidiary has been consolidated with the Company for financial reporting purposes. In July 2001,Effective March 31, 2004, the consolidated financial statements also include all variable interest entities for which the Company acquired 100% of a management company entity, which had a controlling ownership interest in a portfolio of 21 previously Unconsolidated Properties.  Subsequent to this transaction,is the Company consolidated these 21 properties.  In September 2001, the Company acquired the remaining 5% of the preferred stock it did not own and 100% of the voting common stock in two other management company entities.  As a result, the Company now wholly-owns these two entities.  The Company consolidated the results of these two entities prior to this transaction despite not having legal control, the effects of which were immaterial.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 $1,500$8,000 and $3,000$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.  Should a resident terminate its lease, the unamortized portion of the deferred in-place lease would be fully expensed.

                  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

F-12



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.  The Company also classifies land relating to construction in progress as land on its balance sheets.

 

Impairment of Long-Lived Assets, Including Goodwill

 

In June 2001, the FASBFinancial 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 AssetsAssets. .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 1613 and 2219 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.

 

ForFor 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, anthe 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.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.

 

Prior to January 1, 2002, the Company followed the guidance in SFAS No. 121, Accountingfor the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of.

Prior to 2002, the Company amortized goodwill on a straight-line basis over a period of 20 years. The accumulated amortization of goodwill was $5.5 million at December 31, 2001.   Subsequent to January 1, 2002, goodwill is not amortized but is subject to annual impairment tests.

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.

 

F-13



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.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 for costs thatas 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 incurred during the initial lease-up phase on a development project.  An allocated portion of payroll costs is capitalized based upon the occupancy of the project until stabilized occupancy is achieved.  The incremental payroll and associated costs are capitalized to the projects under development based upon the effort directly identifiable with such projects.  These costs are reflected on the balance sheet as either construction in progress or a separate component of investments in unconsolidated entities.  The Company ceases the capitalization of such costs as the property becomes substantially complete and ready for its intended use.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 periodicallytypically 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 linelines of credit and long-term financings and costs for certain interest rate protection agreements.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 $16.0$24.5 million and $15.2$18.3 million at December 31, 20032006 and 2002,2005, 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.

F-14



 

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.

 

As of January 1, 2001, the adoptionThe fair value of the new standard resulted in derivative instruments reported on the balance sheet as liabilities ofCompany’s mortgage notes payable and unsecured notes were approximately $6.6 million; an adjustment of approximately $5.3 million to accumulated other comprehensive loss, which are gains$3.2 billion and losses not affecting retained earnings in the consolidated statements of shareholders’ equity; and a charge of approximately $1.3 million as a cumulative effect of change in accounting principle in the consolidated statements of operations.

$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, mortgage notes payable, other notes payable, linelines 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. Interest income is recorded on an accrual 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.

 

Stock-BasedShare-Based Compensation

 

PriorThe 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, tthe adoption of SFAS No. 123(R) did not have a material effect on its consolidated statements of operations or financial position.he Company had chosen

The cost related to accountshare-based employee compensation included in the determination of net income for its stock-based compensation in accordance with APB No. 25, Accounting for Stock Issued to Employees,which resulted in no compensation expense for options issued with an exercise pricethe years ended December 31, 2006 and 2005 is equal to or exceeding the market value of the Company’s Common Shares on the date of grant (intrinsic method).  The Company has elected to account for its stock-based compensation in accordance with SFAS No. 123 and its amendment (SFAS No. 148), Accounting for Stock Based Compensation, effective in the first quarter of 2003,that which resulted in compensation expense being recorded based onwould have been recognized if the fair value ofbased method had been applied to all awards since the stock compensation granted.

SFAS No. 148 provides three transition methods for entities that adopt the fair value recognition provisionsoriginal effective date of SFAS No. 123. The Company has chosen to use the “Prospective Method”.  This method requires that companies apply the recognition provisions of SFAS No. 123 to only employee awards granted or modified after the beginning of the fiscal year in which the recognition provisions are first applied, or January 1, 2003.  Compensation expense under all of the Company’s plans is generally recognized over periods ranging from three months to five years.  Therefore, the cost related to stock-basedshare-based employee compensation included in the determination of net income for the year ended December 31, 20032004 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 in each period presented:

F-15



 

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2001

 

 

 

(Amounts in thousands except per share amounts)

 

 

 

 

 

 

 

 

 

Net income available to Common Shares – as reported

 

$

426,639

 

$

324,162

 

$

362,580

 

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

 

 

 

 

 

 

 

Restricted/performance shares

 

11,043

 

25,839

 

18,271

 

Share options (1)

 

2,626

 

 

 

ESPP discount

 

1,196

 

 

 

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

 

 

 

 

 

 

 

Restricted/performance shares

 

(11,043

)

(25,839

)

(18,271

)

Share options (1)

 

(6,784

)

(6,249

)

(5,426

)

ESPP discount

 

(1,196

)

(1,379

)

(1,302

)

Net income available to Common Shares – pro forma

 

$

422,481

 

$

316,534

 

$

355,852

 

Earnings per share:

 

 

 

 

 

 

 

Basic – as reported

 

$

1.57

 

$

1.19

 

$

1.36

 

Basic – pro forma

 

$

1.55

 

$

1.16

 

$

1.33

 

Diluted – as reported

 

$

1.55

 

$

1.18

 

$

1.34

 

Diluted – pro forma

 

$

1.54

 

$

1.15

 

$

1.32

 


(1)       Share options for the year ended December 31, 2003 included $1.4 million of expense recognition related to options granted2004 (amounts in the first quarter of 2003 to the Company’s former chief executive officer.  These options vested immediately upon grant.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 ScholesBlack-Scholes option pricing model with the following weighted-average assumptions:

 

F-16

 

 

2003

 

2002

 

2001

 

Risk-free interest rate

 

3.02

%

4.55

%

4.43

%

Expected dividend yield

 

6.46

%

6.46

%

6.17

%

Volatility

 

20.8

%

20.8

%

20.4

%

Expected life of the options

 

5 years

 

7 years

 

7 years

 

Fair value of options granted

 

$

1.90

 

$

2.69

 

$

2.76

 



 

 

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. In addition, option valuation models requireThis model is only one method of valuing options and the inputCompany’s use of highly subjective assumptions including the expected stock price volatility.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.options and the actual value of the options may be significantly different.

 

F-16



Income Taxes

 

Due to the structure of the Company as a REIT and the nature of the operations of theits operating properties, and management business, the results of operations generally contain no provision for federal income taxes. Thetaxes has been made at the EQR level. Historically, the Company is subject tohas 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, 20032006 and 20022005 was approximately $8.5$10.2 billion and $8.7$9.4 billion, respectively.

Effective in 2001, the Company has elected Taxable REIT Subsidiary (“TRS”) status for certain of its corporate subsidiaries.  The provisions for federal income taxes for these TRS entities were not material during 2003, 2002 or 2001 and were recognized as general and administrative expenses in the consolidated statements of operations.

During the years ended December 31, 2003, 2002 and 2001, the Company’s tax treatment of distributions were as follows:

 

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2001

 

Tax treatment of distributions:

 

 

 

 

 

 

 

Ordinary income

 

$

0.799

 

$

1.398

 

$

1.369

 

Qualified dividends

 

0.009

 

 

 

Pre-May 6, 2003 long-term capital gain

 

0.150

 

0.212

 

0.220

 

Post-May 5, 2003 long-term capital gain

 

0.315

 

 

 

Unrecaptured section 1250 gain

 

0.251

 

0.120

 

0.091

 

Return of capital

 

0.206

 

 

 

Distributions declared per Common Share outstanding

 

$

1.730

 

$

1.730

 

$

1.680

 

 

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 therefrom 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.

 

F-17



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

 

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.  SFAS No. 145, among other items, rescinds the automatic classification of costs incurred on debt extinguishment as extraordinary charges.  Instead, gains and losses from debt extinguishment should only be classified as extraordinary if they meet the “unusual and infrequently occurring” criteria outlined in APB No. 30.  SFAS No. 145 is effective for fiscal years beginning after May 15, 2002.  The Company adopted the standard effective January 1, 2003.Prior period gains/losses have been reclassified to a component of interest expense.

In January 2003, the FASB issued 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 be consolidated ifreceive a companymajority of the entity’s residual returns and/or is subject to a majority of the risk of loss from the variable interestsuch entity’s activities or entitledactivities. Due to receive a majority of the entity’s residual returns or both.  The Company will adopt FIN No. 46 as required effective March 31, 2004.  FASB Staff Position (“FSP”) No. FIN 46-6 deferred the2004 effective date, for applying the provisionsCompany has only consolidated the results of FIN No. 46 (for entities created before Februaryoperations beginning April 1, 2003) from July 1, 2003 to December 31, 2003.  FIN No. 46-R released in December 2003 further deferred the effective date for the Company’s variable interest entities to March 31, 2004. The Company has preliminarily determined that its unconsolidated stabilized development projects and projects under development (see Note 9) are variable interest entities in which the Company is the primary beneficiaryas of the date of the original formation of therespective joint ventures.  On such respective formation dates, the fair value of the assets, liabilities and non-controlling interests of these development projects approximates carryover basis.  If these development projects had been consolidated as of December 31, 2003, the Company’s investment in real estate and mortgage notes payable would have increased by $1.3 billion and $877.7 million, respectively, and investments in unconsolidated entities would have decreased by $465.4 million.  The Company does not anticipate that the adoption of FIN No. 46 willdid not have any material effect on net income.income as the aggregate results of operations of these development properties were previously included in (loss) income from

 

F-18



investments in unconsolidated entities.

In May 2003,The Company adopted the FASB issueddisclosure 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 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity.  On November 7, 2003, the FASB issued FSP No. FAS 150-3 which deferred for an indefinite periodrequire the classification and measurement provisions, but not the disclosure provisions (see discussion below), of SFAS No. 150 as it relatesCompany 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 has determined that it does not have any mandatorily redeemable preferred shares/units that fall within the scope of SFAS No. 150.

With regards to the aforementioned disclosure provisions, the Company is presently the controlling partner in various consolidated partnerships consisting of 3525 properties and 6,7784,873 units and various uncompleted development properties having a minority interest book value of $9.9$26.8 million at December 31, 2003. These2006. 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, 2003,2006, the Company estimates the value of Minority Interest distributions would have been

F-18



approximately $104$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, 20032006 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.

 

On July 31, 2003,The Company adopted EITF Issue No. 04-5, Determining Whether a General Partner, or the SEC clarifiedGeneral 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 position with respect to Emerging Issues Task Force (“EITF”) Topic D-42, Lexford syndicated portfolio consisting of 20 separate partnerships (10 properties) containing 1,272 units, all of which were sold October 5, 2006. The Effectadoption did not have a material effect on the Calculationresults of Earnings per Shareoperations or financial position. See Note 4 for further discussion of the Redemption or Induced Conversion of Preferred Stock.  Under the SEC’s revised interpretation, in connection with the redemption of preferred shares/units, the original issuance costs of these shares/units must be treated in a manner similar to preferred distributions and deducted from net income in arriving at net income available to Common Shares.  The clarificationadoption of EITF Topic D-42 was required to be adopted effective July 1, 2003 on a retroactive basis by restating prior periods included in the current financial statements.  The adoption of the clarification of EITF Topic D-42 resulted in the retroactive write-off of $5.3 million of original issuance costs related to the Company’s redemption of its Series A Preferred Shares in June 2001.  In addition, the Company recorded an $8.3 million cash premium and $11.9 million in original issuance costs related to the redemption of its Series G Preferred Shares in December 2003.  The Company had no recorded original issuance costs associated with, nor did it incur any cash redemption premium upon redemption of, its Series F Preferred Shares redeemed in 2001 or its Series L Preferred Shares redeemed in 2003.Issue No. 04-5.

 

3.             Business CombinationsIn 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.

 

During 2001In 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 priorprescribes a minimum recognition threshold a tax position is required to meet before being recognized in the one-year anniversaryfinancial 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 Globe Business Resources, Inc. (“Globe”) acquisition,Company’s tax positions to date, adoption of FIN No. 48 is not expected to have a material effect on the Company recorded net increases to goodwillconsolidated results of $9.5 million to reallocate the original purchase price recorded at the acquisition date.  Also during 2001, the Company recorded a $60.0 million asset impairment charge related to its furniture rental business.  During 2002, the Company recorded a $17.1 million asset impairment charge related to Equity Corporate Housing (“ECH”).  See Notes 16 and 22.operations or financial position.

 

On January 11, 2002, the Company sold the former Globe furniture rental business for approximately $30.0 million in cash, which approximated the net book value at the sale date.   The Company has retained ownership of the former Globe short-term furnished housing business, which is now known as ECH.F-19



3.

4.             Shareholders’ Equity and Minority Interests

The following table presentstables present the changes in the Company’s issued and outstanding Common Shares and OP Units for the years ended December 31, 2003, 20022006, 2005 and 2001:

2004:

 

F-19



 

 

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

 

 

 

 

2003

 

2002

 

2001

 

Common Shares outstanding at January 1,

 

271,095,481

 

271,621,374

 

265,232,750

 

 

 

 

 

 

 

 

 

Common Shares Issued:

 

 

 

 

 

 

 

Conversion of Series E Preferred Shares

 

395,723

 

909,873

 

260,078

 

Conversion of Series G Preferred Shares

 

996,459

 

70

 

 

Conversion of Series H Preferred Shares

 

10,424

 

4,050

 

6,972

 

Employee Share Purchase Plan

 

289,274

 

324,238

 

310,261

 

Dividend Reinvestment – DRIP Plan

 

 

41,407

 

42,649

 

Share Purchase – DRIP Plan

 

 

31,354

 

33,106

 

Exercise of options

 

3,249,555

 

1,435,115

 

3,187,530

 

Restricted share grants, net

 

900,555

 

885,967

 

730,982

 

Conversion of OP Units

 

706,631

 

933,937

 

1,817,359

 

 

 

 

 

 

 

 

 

Common Shares Other:

 

 

 

 

 

 

 

Common Shares repurchased and retired

 

 

(5,092,300

)

 

Common Shares other

 

(217

)

396

 

(313

)

Common Shares outstanding at December 31,

 

277,643,885

 

271,095,481

 

271,621,374

 

 

 

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 December 31, 2003,February 7, 2007, $956.5 million in equity securities remained available for issuance under this registration statement.

During October 2002,the year ended December 31, 2006, the Company repurchased 5,092,3001,897,912 of its Common Shares on the open market at an average price of $22.58$43.85 per share. The Company paid approximately $115.0$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 a partnership interestOP Units are collectively referred to as the “Minority Interests – Operating Partnership”. As of December 31, 2003 and 2002, the Minority Interests - Operating Partnership held 21,907,732 and 22,300,643 OP Units, respectively.  As a result, the Minority Interests had a 7.3% and 7.6% interest in the Operating Partnership at December 31, 2003 and 2002, respectively.  Assuming conversion of all OP Units into Common Shares, total Common Shares outstanding at December 31, 2003 and 2002 would have been 299,551,617 and 293,396,124, respectively.  Subject to applicable securities lawcertain 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.

During 2003, the Operating Partnership issued 313,720 OP Units to various limited partners at an average price of $26.11 per unit.  These OP Units are classified as Minority Interests – Operating Partnership in the accompanying consolidated balance sheets.

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.

 

F-20



The following table presents the Company’s issued and outstanding Preferred Shares as of December 31, 20032006 and 2002:2005:

 

 

 

Redemption
Date (1) (2)

 

Conversion
Rate (2)

 

Annual
Dividend
Rate per
Share (3)

 


Amounts in thousands

 

December
31, 2003

 

December
31, 2002

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9 1/8% Series B Cumulative Redeemable Preferred; liquidation value $250 per share; 500,000 shares issued and outstanding at December 31, 2003 and December 31, 2002

 

10/15/05

 

N/A

 

$

22.81252

 

$

125,000

 

$

125,000

 

 

 

 

 

 

 

 

 

 

 

 

 

9 1/8% Series C Cumulative Redeemable Preferred; liquidation value $250 per share; 460,000 shares issued and outstanding at December 31, 2003 and December 31, 2002

 

9/9/06

 

N/A

 

$

22.81252

 

115,000

 

115,000

 

 

 

 

 

 

 

 

 

 

 

 

 

8.60% Series D Cumulative Redeemable Preferred; liquidation value $250 per share; 700,000 shares issued and outstanding at December 31, 2003 and December 31, 2002

 

7/15/07

 

N/A

 

$

21.50

 

175,000

 

175,000

 

 

 

 

 

 

 

 

 

 

 

 

 

7.00% Series E Cumulative Convertible Preferred; liquidation value $25 per share; 2,192,490 and 2,548,114 shares issued and outstanding at December 31, 2003 and December 31, 2002, respectively

 

11/1/98

 

1.1128

 

$

1.75

 

54,812

 

63,703

 

 

 

 

 

 

 

 

 

 

 

 

 

7 ¼% Series G Convertible Cumulative Preferred; liquidation value $250 per share; 0 and 1,264,692 shares issued and outstanding at December 31, 2003 and December 31, 2002, respectively

 

9/15/02

 

8.5360

 

(6)

 

 

316,173

 

 

 

 

 

 

 

 

 

 

 

 

 

7.00% Series H Cumulative Convertible Preferred; liquidation value $25 per share; 44,028 and 51,228 shares issued and outstanding at December 31, 2003 and December 31, 2002, respectively

 

6/30/98

 

1.4480

 

$

1.75

 

1,101

 

1,281

 

 

 

 

 

 

 

 

 

 

 

 

 

8.29% Series K Cumulative Redeemable Preferred; liquidation value $50 per share; 1,000,000 shares issued and outstanding at December 31, 2003 and December 31, 2002

 

12/10/26

 

N/A

 

$

4.145

 

50,000

 

50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

7.625% Series L Cumulative Redeemable Preferred; liquidation value $25 per share; 0 and 4,000,000 shares issued and outstanding at December 31, 2003 and December 31, 2002, respectively

 

2/13/03

 

N/A

 

(4)

 

 

100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

6.48% Series N Cumulative Redeemable Preferred; liquidation value $250 per share; 600,000 and 0 shares issued and outstanding at December 31, 2003 and December 31, 2002, respectively (5)

 

6/19/08

 

N/A

 

$

16.20

 

150,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

670,913

 

$

946,157

 

 

 

 

 

 

 

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 B, C, 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 B, C, D and N are Preferred Share rates and the equivalent Depositary Share annual dividend ratesdividends are $2.281252, $2.281252, $2.15 and $1.62 per share, respectively.

 

(4)          On June 19, 2003, the Company redeemed all of its outstanding Series L Cumulative RedeemableD and N Preferred Shares ateach have a corresponding depositary share that consists of ten times the number of shares and one-tenth the liquidation value for total cash consideration of $100.0 million.  The Company did not incur any original issuance costs as these shares were issued by Merry Land and Investment Company, Inc. prior to its merger with the Company.dividend per share.

 

(5)          On June 19, 2003,August 9, 2006, the Company issued 600,000an irrevocable notice to redeem for cash on September 11, 2006 all 460,000 shares of its 9 1/8% Series N Cumulative RedeemableC Preferred Shares. The Company recorded approximately $4.0 million as a premium on redemption of Preferred Shares in a public offering.  The Company received $145.3 million in net proceeds from this offering after paymentthe accompanying consolidated statements of the underwriters’ fee.operations.

 

(6)OnDuring the year ended December 26, 2003,31, 2005, the Company redeemed the remaining outstandingfor cash all 500,000 shares of its Series G Convertible CumulativeB Preferred Shares for cash considerationwith a liquidation value of $295.3 million, which included$125.0 million. Additionally, the liquidation value of $287.0 million and a cash redemption premium of $8.3 million.  The Company recorded the $8.3 million cash redemption premium along with the write-off of $11.9approximately $4.3 million in original issuance costs as a premium on redemption of preferred sharesPreferred Shares in the accompanying consolidated statements of operations.

 

The liquidation value of the Preference Interests and the Junior Preference Units (both as defined below) are included as separate components of Minority Interests in the consolidated balance sheets and the distributions incurred are included in preferred distributions in the consolidated statements of operations.

Cumulative through December 31, 2003, the Company, through a subsidiary of the Operating Partnership, issued various series of Preference Interests with an equity value of $246.0 million receiving net proceeds of $239.9 million.  The following table presents the issued and outstanding Preference Interests as of December 31, 20032006 and December 31, 2002:2005:

 

F-22



 

 

Redemption
Date (1)(2)

 

Conversion
Rate (2)

 

Annual
Dividend
Rate per
Unit (3)

 


Amounts in thousands

 

December
31, 2003

 

December
31, 2002

Preference Interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.00% Series A Cumulative Redeemable Preference Interests; liquidation value $50 per unit; 800,000 units issued and outstanding at December 31, 2003 and December 31, 2002

 

10/01/04

 

N/A

 

$

4.0000

 

$

40,000

 

$

40,000

 

 

 

 

 

 

 

 

 

 

 

 

 

8.50% Series B Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,100,000 units issued and outstanding at December 31, 2003 and December 31, 2002

 

03/03/05

 

N/A

 

$

4.2500

 

55,000

 

55,000

 

 

 

 

 

 

 

 

 

 

 

 

 

8.50% Series C Cumulative Redeemable Preference Units; liquidation value $50 per unit; 220,000 units issued and outstanding at December 31, 2003 and December 31, 2002

 

03/23/05

 

N/A

 

$

4.2500

 

11,000

 

11,000

 

 

 

 

 

 

 

 

 

 

 

 

 

8.375% Series D Cumulative Redeemable Preference Units; liquidation value $50 per unit; 420,000 units issued and outstanding at December 31, 2003 and December 31, 2002

 

05/01/05

 

N/A

 

$

4.1875

 

21,000

 

21,000

 

 

 

 

 

 

 

 

 

 

 

 

 

8.50% Series E Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at December 31, 2003 and December 31, 2002

 

08/11/05

 

N/A

 

$

4.2500

 

50,000

 

50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

8.375% Series F Cumulative Redeemable Preference Units; liquidation value $50 per unit; 180,000 units issued and outstanding at December 31, 2003 and December 31, 2002

 

05/01/05

 

N/A

 

$

4.1875

 

9,000

 

9,000

 

 

 

 

 

 

 

 

 

 

 

 

 

7.875% Series G Cumulative Redeemable Preference Units; liquidation value $50 per unit; 510,000 units issued and outstanding at December 31, 2003 and December 31, 2002

 

03/21/06

 

N/A

 

$

3.9375

 

25,500

 

25,500

 

 

 

 

 

 

 

 

 

 

 

 

 

7.625% Series H Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 190,000 units issued and outstanding at December 31, 2003 and December 31, 2002

 

03/23/06

 

1.5108

 

$

3.8125

 

9,500

 

9,500

 

 

 

 

 

 

 

 

 

 

 

 

 

7.625% Series I Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 270,000 units issued and outstanding at December 31, 2003 and December 31, 2002

 

06/22/06

 

1.4542

 

$

3.8125

 

13,500

 

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, 2003 and December 31, 2002

 

12/14/06

 

1.4108

 

$

3.8125

 

11,500

 

11,500

 

 

 

 

 

 

 

 

 

$

246,000

 

$

246,000

 

 

 

 

 

 

 

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 (Series H, I & J) 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.

 

F-23(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, 20032006 and December 31, 2002:2005:

 

 

 

Redemption
Date

 

Conversion
Rate

 

Annual
Dividend
Rate per
Unit (3)

 


Amounts in thousands

 

December
31, 2003

 

December
31, 2002

Junior Preference Units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Junior Convertible Preference Units; liquidation value $100 per unit; 20,333 and 56,616 units issued and outstanding at December 31, 2003 and December 31,2002, respectively

 

(1)(4)

 

4.0816

 

$

5.46934

 

$

2,033

 

$

5,662

 

 

 

 

 

 

 

 

 

 

 

 

 

Series B Junior Convertible Preference Units; liquidation value $25 per unit; 7,367 units issued and outstanding at December 31, 2003 and December 31, 2002

 

(2)

 

(2)

 

$

2.00000

 

184

 

184

 

 

 

 

 

 

 

 

 

$

2,217

 

$

5,846

 

 

 

 

 

 

 

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)          OnDividends on the fifth anniversary of the respective issuance (the “Redemption Date”), the Series A Junior Preference Units shall be automatically converted into OP Units based upon the conversion rate.  Prior to the Redemption Date, the Operating Partnership or the holders may elect to convert the Series A Junior Preference Units to OP Units under certain circumstances based upon the conversion rate.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 conversion rate is based upon a ratio dependent upon the closing price of EQR’s Common Shares.

 

(3)4.          Dividends on both series of Junior Preference Units are payable quarterly at various pay dates.Real Estate

 

(4)          On December 22, 2003, 36,283 Series A Junior Preference Units issued on December 22, 1998 automatically converted to 148,092 OP Units.  The remaining 20,333 Series A Junior Preference Units will automatically convert to OP Units on June 29, 2004, if not converted sooner.

5.                                      Real Estate Acquisitions

The following table summarizes the carrying amounts for investment in real estate (at cost) as of December 31, 20032006 and 20022005 (Amounts are in thousands):

 

F-23

 

 

2003

 

2002

 

Land

 

$

1,845,547

 

$

1,795,771

 

Land Held for Development

 

7,546

 

7,806

 

Buildings and Improvements

 

10,415,679

 

10,643,030

 

Furniture, Fixtures and Equipment

 

602,647

 

597,215

 

Construction in Progress

 

2,960

 

2,441

 

Real Estate

 

12,874,379

 

13,046,263

 

Accumulated Depreciation

 

(2,296,013

)

(2,112,017

)

Real Estate, net

 

$

10,578,366

 

$

10,934,246

 



 

 

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, 2003,2006, the Company acquired the entire equity interest in seventeen35 properties containing 5,2008,768 units and nine land parcels from unaffiliated parties inclusive of two additional units at an existing property, for a total purchase price of $684.1$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.

 

F-24The 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, 2003,2005, 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 eleventhree properties, containing 1,090consisting of 211 units. TheseThe properties were previously accounted for under the equity method of accounting and subsequent to each purchase were consolidated. The Company recorded $111.1$5.6 million in investment in real estate and the following:also:

 

      Assumed $51.6$2.8 million in mortgage debt;

      Issued 153,851 OP Units having a value of $4.2 million;

      Recorded $42,000 of minority interest in partially owned properties;

      Reduced investments in unconsolidated entities by $34.9$1.2 million;

      Consolidated and/or received net cash of $6.9 million; and

Assumed $27.2$1.5 million of other liabilities net of other assets acquired.acquired; and

During the year ended December 31, 2002, the Company acquired the entire equity interest in twelve properties containing 3,634 units for a total purchase price      Paid cash of $289.9 million.

During the fourth quarter$0.1 million (net of 2002, the Company paid $40.1 million in cash and used tax-deferred (1031) exchange proceeds of $42.3 million to acquire the remaining third-party equity interests it did not previously own in two properties containing 826 units.  These properties were accounted for under the equity method of accounting and subsequent to these purchases were consolidated.  Accordingly, the Company recorded an additional $102.1 million in investment in real estate.

On December 31, 2002, the Company contributed one of its development properties to one of its development partners, retaining a 50% common equity ownership interest.  As a result of this contribution, the Company no longer can exercise sole control over the major decisions (such as sale and/or financing/refinancing) regarding this property.  Effective with the contribution, the Company accounted for this project under the equity method of accounting.  No gain or loss on sale was recognized as the contribution was effectuated at carryover basis.  As a result of this transaction, the Company reduced investment in real estate by $203.7 million (of which land and construction in progress were reduced by $60.6 million and $143.1 million, respectively), reduced mortgage debt by $118.4 million and increased investments in unconsolidated entities by $80.7 million.

6.                                      Real Estate Dispositionsacquired).

 

During the year ended December 31, 2003,2006, the Company disposed of ninety-six properties containing 23,486 unitsthe following to unaffiliated parties inclusive of various individual condominium units, for a total sales(sales price of $1.22 billion allocated as follows:in thousands):

 

                  Wholly Owned Properties – 91 properties containing 22,698 units for a total sales price of $1.19 billion;F-24



                  Partially Owned Properties – 3 properties containing 465 units for a total sales price of $13.6 million; and

                  Unconsolidated Properties – 2 properties containing 323 units for a total sales price of $13.9 million (represents the Company’s allocated share of the net disposition proceeds).

 

 

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 $310.7$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 approximately $4.9$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, 2002,2005, the Company sold fifty-eight properties containing 10,713 unitsdisposed of the following to unaffiliated parties for a total sales(sales price of $546.2 million.  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 $104.3$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 approximately $5.1 million.$1.3 million on the above sales.

F-25



 

7.             5.Commitments to Acquire/Dispose of Real Estate

 

As of February 4, 2004,7, 2007, in addition to the properties that were subsequently acquired as discussed in Note 24,21, the Company had entered into a separate agreementagreements to acquire one multifamily property containing 540 units from an unaffiliated party.  The Company expects a purchasethe following (purchase price of approximately $73.0 million.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 4, 2004,7, 2007, in addition to the propertiesproperty that werewas subsequently disposed of as discussed in Note 24,21, the Company had entered into separate agreements to dispose of eleven multifamily properties containing 3,626the following (sales price in thousands):units to unaffiliated parties.  The Company expects a combined disposition price of approximately $208.5 million.

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 contingenciesconditions and conditions,restrictions, therefore, there can be no assurance that these transactions will be consummated or that the final terms thereof will not differ in material respects from those summarized in the preceding paragraphs.

 

8.             Investment in Mortgage Notes, Net

In 1995, the Company invested $89 million in various partnership interests and subordinated mortgages collateralized by 21 properties consisting of 3,896 units.  Prior to the consolidation of these properties, the Company received $61.4 million in cash during 2001 as partial repayment of its investment in these mortgage notes.

On July 2, 2001, the Company acquired an additional ownership interest in the 21 entities that own the Unconsolidated properties.  As a result of this additional ownership interest, the Company now has a controlling interest, and as such, consolidates these properties for financial reporting purposes.

During 2001, the Company amortized $2.3 million, which represented a portion of the original discount when the notes were purchased.  This discount was being amortized utilizing the effective yield method based on the expected life of the investment.

9.6.                                      Investments in UnconsolidatedPartially Owned Entities

 

The Company has co-invested in various properties with unrelated third parties.parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following table summarizes the Company’s investments in unconsolidatedpartially owned entities as of December 31, 20032006 (amounts in thousands except for project and unit amounts):

 

 

 

Institutional
Joint
Ventures

 

Stabilized
Development
Projects

 

Projects Under
Development

 

Lexford/
Other

 

Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

Total projects

 

45

 

13

 

13

 

19

 

90

(1)

 

 

 

 

 

 

 

 

 

 

 

��

Total units

 

10,846

 

3,964

 

3,795

 

2,254

 

20,859

(1)

 

 

 

 

 

 

 

 

 

 

 

 

Company’s percentage share of outstanding debt

 

25.0

%

100.0

%

100.0

%

11.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company’s share of outstanding debt (3)

 

$

121,200

 

$

375,168

 

$

502,549

(2)

$

4,891

 

$

1,003,808

 

 

 

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)          Includes seven projects under development containing 2,038 units, which are not included in the Company’s property/ Project and unit counts at December 31, 2003.   Totals also exclude Fort Lewis Military Housing consisting ofall uncompleted development projects until those projects are completed.

F-26



one property and 3,757 units, which is not accounted for under the equity method of accounting.  The Fort Lewis Military Housing is included in the Company’s property/unit counts as of December 31, 2003.

(2)          A total of $666.6 million is available for funding under this construction debt, of which $502.5 million was funded and outstanding at December 31, 2003.

(3)          As of February 4, 2004, the Company has funded $44.0 million as additional collateral on selected debt (see Note 10). All remaining debt is non-recourse to the Company.Company with the exception of $28.3 million in mortgage bonds on one development project.

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

 

Investments in unconsolidated entities include the Unconsolidated Properties as well as various development properties under construction or pending construction.  These investments are accounted for utilizing the equity method of accounting.  Under the equity method of accounting, the net equity investment of the Company is reflected on the consolidated balance sheets and after the project is completed, the consolidated statements of operations include the Company’s share of net income or loss from the unconsolidated entity.  Prior to the project being completed, the Company capitalizes interest on its equity contribution in accordance with the provisions of SFAS No. 58, Capitalization of Interest Cost in Financial Statements That Include Investments Accounted for by the Equity Method.7.  During the years ended December 31, 2003, 2002 and 2001, the Company capitalized $20.6 million, $17.2 million and $19.9 million, respectively, in interest cost related to its unconsolidated development projects (which reduced interest expense incurred in the consolidated statements of operations).                                      Deposits - - Restricted

 

The Company generally contributes between 25%following table presents the restricted deposits as of December 31, 2006 and 35% of the project cost of the unconsolidated projects under development (constituting 100% of the equity), with the remaining cost financed through third-party construction mortgages.  Voting rights are shared equally between the Company and its respective development partners.2005 (amounts in thousands):

 

See Note 2 for further discussion regarding FIN No. 46 and its anticipated effect on the Company’s unconsolidated development projects.

 

 

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

 

 

10.          Deposits - - Restricted8.                                      Mortgage Notes Payable

 

As of December 31, 2003, deposits-restricted totaled $133.8 million and primarily included the following:

Deposits in the amount of $44.0 million held in third party escrow accounts to provide collateral for third party construction financing in connection with unconsolidated development projects;

Approximately $27.7 million in tax-deferred (1031) exchange proceeds; and

Approximately $62.1 million for resident security, utility, and other deposits.

As of December 31, 2002, deposits-restricted totaled $141.3 million and primarily included the following:

Deposits in the amount of $51.0 million held in third party escrow accounts to provide collateral for third party construction financing in connection with unconsolidated development projects;

Approximately $25.4 million in tax-deferred (1031) exchange proceeds; and

Approximately $64.9 million for resident security, utility, and other deposits.

11.          Mortgage Notes Payable

As of December 31, 2003,2006, the Company had outstanding mortgage indebtednessdebt of approximately $2.7$3.2 billion.

 

F-27F-26



!

During the year ended December 31, 2003,2006, the Company:

 

                  Repaid $432.9$493.0 million of mortgage loans;

                  Assumed $141.1Assumed/consolidated $149.5 million of mortgage debt on certain properties in connection with their acquisitionsacquisition and/or consolidations;consolidation;

                  Obtained $111.2$267.0 million of new mortgage loans on certain properties; and

              Relinquished $53.3                  Was released from $117.9 million of mortgage debt assumed by the purchaser on disposed properties.

 

As of December 31, 2003,2006, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through NovemberSeptember 1, 2033.2045. At December 31, 2003,2006, the interest rate range on the Company’s mortgage debt was 1.06%3.32% to 12.465%. During the year ended December 31, 2003,2006, the weighted average interest rate on the Company’s mortgage debt was 5.80%5.82%.

 

The historical cost, net of accumulated depreciation, of encumbered properties was $3.8$4.7 billion and $4.1$4.8 billion at December 31, 20032006 and 2002,2005, 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

 

 

Total

 

2004

 

$

99,503

 

2005

 

89,935

 

2006

 

285,824

 

2007

 

173,529

 

 

$

307,941

 

2008

 

494,727

 

 

420,583

 

2009

 

540,679

 

2010

 

279,688

 

2011

 

529,601

 

Thereafter

 

1,550,297

 

 

1,099,731

 

Total

 

$

2,693,815

 

 

$

3,178,223

 

 

As of December 31, 2002,2005, the Company had outstanding mortgage indebtedness of approximately $2.9$3.4 billion.

 

During the year ended December 31, 2002,2005, the Company:

 

                  Repaid $407.7$470.4 million of mortgage loans;

                  Assumed $50.5Assumed/consolidated $446.3 million of mortgage debt on certain properties in connection with their acquisitionsacquisition and/or consolidations;consolidation;

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

Relinquished $128.3                  Was released from $35.0 million of mortgage debt assumed by the purchaser on disposed properties and the furniture rental business;

Obtained $30.0 million of mortgage loans on certain properties; and

Obtained $96.1 million in construction loans on certain properties.

 

As of December 31, 2002,2005, scheduled maturities for the Company’s outstanding mortgage indebtedness were at various dates through OctoberFebruary 1, 2033.2041. At December 31, 2002,2005, the interest rate range on the Company’s mortgage debt was 1.29% 3.35%to 12.465%. During the year ended December 31, 2002,2005, the weighted average interest rate on the Company’s mortgage debt was 6.35%5.63%.

 

12.9.                                      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, 20032006 and 2002,2005, respectively:

 

F-28F-27



 

December 31, 2003
(Amounts are in thousands)

 

Net Principal
Balance

 

Interest Rate
Ranges

 

Weighted
Average
Interest Rate

 

Maturity
Date Ranges

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Public Notes

 

$

2,528,894

 

4.861% - 7.75%

 

6.63

%

2004 - 2026

 

Floating Rate Public Note

 

 

(1)

 

2.01

%

2003

 

Fixed Rate Tax-Exempt Bonds

 

127,780

 

4.75% - 5.20%

 

5.07

%

2028 - 2029

 

 

 

 

 

 

 

 

 

 

 

Totals

 

$

2,656,674

 

 

 

 

 

 

 

December 31, 2002
(Amounts are in thousands)

 

Net Principal
Balance

 

Interest Rate
Ranges

 

Weighted
Average
Interest Rate

 

Maturity
Date Ranges

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Public Notes

 

$

2,228,350

 

4.861% - 7.75%

 

6.63

%

2003 - 2026

 

Floating Rate Public Note

 

99,955

 

(1)

 

2.61

%

2003

 

Fixed Rate Tax-Exempt Bonds

 

127,780

 

4.75% - 5.20%

 

5.07

%

2028 - 2029

 

 

 

 

 

 

 

 

 

 

 

Totals

 

$

2,456,085

 

 

 

 

 

 

 

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)          The$150.0 million in fair value interest rate on this note was LIBOR (reset quarterly) plusswaps converts 50% of the $300.0 million 4.750% notes due June 15, 2009 to a spread equal to 0.63% throughout all of 2002 and through August 21, 2003.  On August 21, 2003, these notes matured and were repaid in full.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, 20032006 and 2002.2005.

 

In June 2003,As of February 7, 2007, an unlimited amount of debt securities remains available for issuance by the Operating Partnership filed andunder a registration statement that became automatically effective upon filing with the SEC declared effective a Form S-3in June 2006 (under SEC regulations enacted in 2005, the registration statement to register $2.0 billion of debt securities.  In addition, the Operating Partnership carried over $280.0 million related toautomatically expires on June 29, 2009 and does not contain a prior registration statement.  As of December 31, 2003, $2.28 billion in debt securities remained available formaximum issuance under this registration statement.amount).

 

During the year ended December 31, 2003,2006, the Company:

 

                  Issued $400.0 million of ten-year 5.20%ten and one-half year 5.375% fixed-rate public notes, receiving net proceeds of $397.5$395.5 million;

                  Repaid $100.0Issued $650.0 million of floatingtwenty year 3.85% fixed rate public notes at maturity;that are exchangeable into EQR Common Shares, receiving net proceeds of $637.0 million (see further discussion below);

                  Repaid $50.0 million and $40.0$60.0 million of 6.65%fixed-rate public notes at maturity; and 6.875%, respectively,

                  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 $4.5$4.3 million of other unsecured notes.

During the year ended December 31, 2002, the Company:

                  Issued $400.0 million of ten-year 6.625% fixed-rate public notes and $50.0 million of five-year 4.861% fixed rate public notes, receiving net proceeds of $444.4 million;

                  Repaid $100.0 million of 9.375% fixed rate public notes at maturity;

                  Repaid $125.0 million of 7.95% fixed rate public notes at maturity; and

                  Repaid $40.0 million of 7.25% fixed rate public notes at maturity.

 

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

 

F-29



Year

 

Total

 

2004

 

$

415,088

 

2005 (1)

 

505,503

 

2006 (2)

 

204,137

 

2007

 

159,054

 

2008

 

 

Thereafter

 

1,372,892

 

Total

 

$

2,656,674

 

(1)          Includes $300 million with a final maturityPrincipal payments on unsecured notes includes amortization of 2015 that is putable/callable in 2005.any discounts or premiums related to the notes. Premiums and discounts are amortized over the life of the unsecured notes.

(2)          Includes $150the $650.0 million of 3.85% convertible unsecured debt with a final maturity of 2026 that is putable in 2006.2026.

13.          Line10.                               Lines of Credit

 

On May 30, 2002, the Company obtained a new three-year $700.0 millionThe Operating Partnership has an unsecured revolving credit facility with potential borrowings of up to $1.0 billion maturing on May 29, 2005.  The new line of credit replaced2008, with the $700.0ability to increase available borrowings by an additional $500.0 million unsecured revolving credit facility that was scheduled to expire in August 2002.  The prior existing revolving credit facility was terminated upon the closing of the new facility.under certain circumstances. Advances under the new 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 uponon bids received from the lending group. EQR has guaranteed the Operating Partnership’s line of 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 term ofand terminated on January 20, 2006.

On July 6, 2006, the facility.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, 20032006 and 2002, $10.02005, $460.0 million and $140.0$769.0 million, respectively, was outstanding and $56.7$69.3 million and $60.8$50.2 million, respectively, was restricted (dedicated to support letters of credit and not available for borrowing) on the line of credit.credit facilities. During the years ended December 31, 20032006 and 2002,2005, the weighted average interest rate was 1.85%rates were 5.40% and 2.30%3.80%, respectively.

 

14.11.                               Derivative Instruments

 

The following table summarizes the consolidated derivative instruments at December 31, 20032006 (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

 

 

 

 

Cash Flow
Hedges

 

Fair Value
Hedges

 

Forward
Starting
Swaps

 

Interest
Rate Caps

 

Offsetting
Receive
Floating
Swaps/Caps

 

Offsetting
Pay
Floating
Swaps/Caps

 

Current Notional Balance

 

$

150,000

 

$

120,000

 

$

200,000

 

$

37,000

 

$

255,122

 

$

255,122

 

Lowest Possible Notional

 

$

150,000

 

$

120,000

 

$

200,000

 

$

37,000

 

$

125,512

 

$

125,512

 

Highest Possible Notional

 

$

150,000

 

$

120,000

 

$

200,000

 

$

37,000

 

$

293,044

 

$

293,044

 

Lowest Interest Rate

 

3.683

%

7.25

%

4.3425

%

6.50

%

4.528

%

4.458

%

Highest Interest Rate

 

3.683

%

7.25

%

4.8950

%

6.50

%

6.000

%

6.000

%

Earliest Maturity Date

 

2005

 

2005

 

2014

 

2004

 

2004

 

2004

 

Latest Maturity Date

 

2005

 

2005

 

2014

 

2004

 

2007

 

2007

 

Estimated Asset (Liability) Fair Value

 

$

(6,134

)

$

5,954

 

$

4,114

 

$

 

$

552

 

$

(554

)

During the year ended December 31, 2003, the Company paid approximately $13.0 million to terminate eight forward starting interest rate swaps in conjunction with the issuance of $400.0 million of ten-year unsecured notes.  The $13.0 million payment has been deferred as a component of accumulated other comprehensive loss and will be recognized as additional interest expense over the ten-year life of the unsecured notes.

F-30



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

At December 31, 2003, certain unconsolidated development partnerships in which the Company invested had entered into swaps(2) Forward Starting Swaps – Designed to hedgepartially fix the interest rate risk exposure on unconsolidatedin advance of a planned future debt issuance.

(3) Development Cash Flow Hedges – Converts outstanding floating rate construction mortgage loans.  The Company has recorded these hedges on its consolidated balance sheets.  These swaps have been designated as cash flow hedges withdebt to a current aggregate notional amount of $277.9million (notional amounts range from $26.5million to $285.9million over the terms of the swaps) atfixed interest rates ranging from 1.78% to 6.94% maturing at various dates ranging from 2004 to 2005 with a net liability fair value of $5.2million.  During the years ended December 31, 2003 and 2002, the Company recognized an unrealized gain of $1.5 million and an unrealized loss of $1.1 million, respectively, due to ineffectiveness of certain of these unconsolidated development derivatives (included in loss from investments in unconsolidated entities).rate.

 

On December 31, 2003,2006, the net derivative instruments were reported at their fair value as other assets of approximately $10.4$0.1 million and as other liabilities of approximately $6.5 million and as a reduction to investments in unconsolidated entities of approximately $5.2$16.3 million. As of December 31, 2003,2006, there were approximately $23.3$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, 2003,2006, the Company may recognize an estimated $9.4$2.4 million of accumulated other comprehensive loss as additional interest expense ($5.7 million related to its consolidated derivatives) or as additional loss on investments in unconsolidated entities ($3.7 million related to its unconsolidated development partnerships) during the twelve monthsyear ending December 31, 2004.2007.

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.

15.12.          Earnings Per Share

 

The following tables set forth the computation of net income per share – basic and net income per share – diluted: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-31

F-30



 

 

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2001

 

 

 

(Amounts in thousands except per share amounts)

 

Numerator for net income per share – basic:

 

 

 

 

 

 

 

Income from continuing operations

 

$

211,558

 

$

246,840

 

$

304,683

 

Preferred distributions

 

(96,971

)

(97,151

)

(106,119

)

Premium on redemption of preferred shares

 

(20,237

)

 

(5,324

)

Allocation of Minority Interests – Operating Partnership to discontinued operations

 

24,955

 

13,348

 

13,886

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares, net of allocation of Minority Interests – Operating Partnership

 

119,305

 

163,037

 

207,126

 

Net gain on sales of discontinued operations, net of allocation of Minority Interests – Operating Partnership

 

287,372

 

96,317

 

136,696

 

Discontinued operations, net of allocation of Minority Interests – Operating Partnership

 

19,962

 

64,808

 

19,924

 

Cumulative effect of change in accounting principle, net of allocation of Minority Interests – Operating Partnership

 

 

 

(1,166

)

 

 

 

 

 

 

 

 

Numerator for net income per share – basic

 

$

426,639

 

$

324,162

 

$

362,580

 

 

 

 

 

 

 

 

 

Numerator for net income per share – diluted:

 

 

 

 

 

 

 

Income from continuing operations

 

$

211,558

 

$

246,840

 

$

304,683

 

Preferred distributions

 

(96,971

)

(97,151

)

(106,119

)

Premium on redemption of preferred shares

 

(20,237

)

 

(5,324

)

Effect of dilutive securities:

 

 

 

 

 

 

 

Allocation to Minority Interests – Operating Partnership

 

34,658

 

26,862

 

32,391

 

 

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

129,008

 

176,551

 

225,631

 

Net gain on sales of discontinued operations

 

310,706

 

104,296

 

148,906

 

Discontinued operations, net

 

21,583

 

70,177

 

21,704

 

Cumulative effect of change in accounting principle

 

 

 

(1,270

)

 

 

 

 

 

 

 

 

Numerator for net income per share – diluted

 

$

461,297

 

$

351,024

 

$

394,971

 

 

 

 

 

 

 

 

 

Denominator for net income per share – basic and diluted:

 

 

 

 

 

 

 

Denominator for net income per share – basic

 

272,337

 

271,974

 

267,349

 

 

 

 

 

 

 

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

OP Units

 

22,186

 

22,663

 

24,013

 

Share options/restricted shares

 

2,518

 

3,332

 

3,851

 

 

 

 

 

 

 

 

 

Denominator for net income per share – diluted

 

297,041

 

297,969

 

295,213

 

 

 

 

 

 

 

 

 

Net income per share – basic

 

$

1.57

 

$

1.19

 

$

1.36

 

 

 

 

 

 

 

 

 

Net income per share – diluted

 

$

1.55

 

$

1.18

 

$

1.34

 

F-32



 

 

Year Ended December 31,

 

 

 

2003

 

2002

 

2001

 

 

 

(Amounts in thousands except per share amounts)

 

 

 

 

 

 

 

 

 

Net income per share – basic:

 

 

 

 

 

 

 

Income from continuing operations available to Common Shares

 

$

0.44

 

$

0.60

 

$

0.77

 

Net gain on sales of discontinued operations

 

1.06

 

0.35

 

0.51

 

Discontinued operations, net

 

0.07

 

0.24

 

0.08

 

Cumulative effect of change in accounting principle

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share – basic

 

$

1.57

 

$

1.19

 

$

1.36

 

 

 

 

 

 

 

 

 

Net income per share – diluted:

 

 

 

 

 

 

 

Income from continuing operations available to Common shares

 

$

0.43

 

$

0.59

 

$

0.76

 

Net gain on sales of discontinued operations

 

1.05

 

0.35

 

0.51

 

Discontinued operations, net

 

0.07

 

0.24

 

0.07

 

Cumulative effect of change in accounting principle

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share – diluted

 

$

1.55

 

$

1.18

 

$

1.34

 

 

 

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 14,745,904, 15,335,9771,163,908, 1,772,048 and 15,461,6263,215,472 weighted average Common Shares for the years ended December 31, 2003, 20022006, 2005 and 2001,2004, 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 17.14.

16.13.                               DiscontinuedDiscontinued Operations

 

The Company has presented separately as discontinued operations in all periods the results of operations for all wholly ownedconsolidated 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, 2003, 20022006, 2005, and 2001, including the following:2004 (amounts in thousands).

 

The ninety-one Wholly Owned Properties and various individual condominium units containing 22,698 units sold during 2003; and

The fifty-two Wholly Owned Properties and various individual condominium units containing 9,586 units and the furniture rental business sold during 2002.

F-33F-31



 

 

Year Ended December 31,

 

 

2003

 

2002

 

2001

 

 

Year Ended December 31,

 

 

(Amounts in thousands)

 

 

2006

 

2005

 

2004

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

102,092

 

$

216,607

 

$

247,242

 

 

$

173,907

 

$

365,492

 

$

458,431

 

Furniture income

 

 

1,361

 

57,499

 

Fee and asset management

 

 

908

 

1,053

 

Total revenues

 

102,092

 

217,968

 

304,741

 

 

173,907

 

366,400

 

459,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and maintenance

 

39,051

 

64,076

 

67,513

 

 

65,871

 

120,104

 

148,452

 

Real estate taxes and insurance

 

11,107

 

22,155

 

24,079

 

 

20,028

 

46,069

 

53,852

 

Property management

 

103

 

162

 

163

 

 

8,695

 

10,409

 

9,706

 

Depreciation

 

27,230

 

53,917

 

60,495

 

 

29,898

 

89,364

 

115,910

 

Furniture expenses

 

 

1,303

 

58,852

 

Impairment on furniture rental business

 

 

 

60,000

 

Amortization of goodwill

 

 

 

1,423

 

General and administrative

 

579

 

1,142

 

974

 

Impairment

 

351

 

 

 

Total expenses

 

77,491

 

141,613

 

272,525

 

 

125,422

 

267,088

 

328,894

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operating income

 

24,601

 

76,355

 

32,216

 

 

48,485

 

99,312

 

130,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

304

 

69

 

402

 

 

1,507

 

1,411

 

376

 

Interest (2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense incurred, net

 

(2,784

)

(6,110

)

(10,703

)

 

(24,918

)

(31,527

)

(35,792

)

Amortization of deferred financing costs

 

(538

)

(137

)

(211

)

 

(832

)

(663

)

(1,462

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations, net

 

$

21,583

 

$

70,177

 

$

21,704

 

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 Wholly Owned Propertiesproperties sold or held for sale in prior periods related to the Company’s period of ownership.

(2)       Interest includesIncludes only interest expense specific amounts from each property sold.to secured mortgage notes payable for properties sold and/or held for sale.

 

For the properties sold during 2003,2006 (excluding condominium conversion properties), the investment in real estate, net of accumulated depreciation, and the mortgage notes payable balances at December 31, 20022005 were $883.6 million$1.3 billion and $89.1$348.4 million, respectively.

 

DuringThe net real estate basis of the year endedCompany’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, 2002, the Company disposed of its furniture rental business for $30.0 million2006 and received net proceeds of $28.7 million.  After giving effect to a previously recorded impairment loss, no gain/loss on sale was recognized as the net book value at the sale date approximated the sales price.2005, respectively.

 

During the year ended December 31, 2001, the Company recorded $60.0 million of asset impairment charges related to its furniture rental business.  These charges were the result of a review of the existing intangible and tangible assets reflected on the consolidated balance sheet as of September 30, 2001.  The Company reviewed the current net book value taking into consideration existing business and economic conditions as well as projected cash flows.  The impairment loss includes the write-down of the following assets: a) goodwill of approximately $26.0 million; b) rental furniture, net of approximately $28.6 million; c) property and equipment, net of approximately $4.5 million; and d) other assets of approximately $0.9 million.

F-34



17.14.                               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. In January 2003, the Company filed a Form S-8 registration statement to register 23,125,828 Common Shares for issuance under this plan.  As of January 1, 2004, 22,736,239 shares were2007, this amount equaled 23,574,211, of which 13,521,150 is available for issuance under this plan.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 and consultants of the Company may be offered the opportunitygranted share options to acquire Common Shares through the grant of share options (“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.  Additionally, officers and key employees of the Company may be awarded Common Shares,shares, subject to conditions and restrictions as described in the Share Incentive Plans. Finally, certain executive officers of the Company are subject toparticipate 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 are 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 shall not be less thanis 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 thereof.

As to the Options that have been granted through December 31, 2003, generally, one-third are exercisable one year after the initial grant, one-third are exercisable two years following the date such Options were granted and the remaining one-third are exercisable three years following the date such Options were granted.holder.

 

As to the restricted shares that have been awarded through December 31, 2003,2006, these shares generally vest three years from the award date. During the three-year period of restriction, the employee receivesCompany’s unvested restricted shareholders receive quarterly dividend payments on their shares.  The Company’s unvested restricted shareholders receive dividendsshares 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 distribution in excesscomponent of accumulatedretained 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 executive officers receive performance-based awards.  Three years after grant, restricted shares may be issued based uponAverage Annual Return (i.e., the total return (Commonaverage 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”) growthfor each calendar year on a per share)share basis over the prior year) for the three performance years exceeds the average of the Company. One-half10-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 such restricted shares are thenof 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 vesting over an additional two-year period.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 performance-based awards generally are expensed over a five-year period basedCommon Shares will also fully vest upon the Company’s estimatesexecutive’s death, retirement at or after age 62, disability or upon a change in control of the number of shares expected to be awarded.Company.

 

F-35



The following table summarizestables summarize compensation information regarding both the performance shares, restricted shares, share options and performance-based share plansESPP for the three years ended December 31, 2003, 20022006, 2005 and 2001:2004 (amounts in thousands):

 

 

 

 

 

 

Compensation Expense

 

 

 

Year

 

Restricted/
Performance
Share Awards
Granted, Net of
Cancellations

 

Weighted
Average
Grant
Price

 

General and
Administrative

 

Property
Management

 

Dividends
Incurred

 

2003

 

900,555

 

$

23.58

 

$

5.5 million

 

$

5.6 million

 

$

2.5 million

 

2002

 

885,967

 

$

27.22

 

$

16.2 million

 

$

9.6 million

 

$

2.9 million

 

2001

 

730,982

 

$

25.98

 

$

9.4 million

 

$

8.9 million

 

$

2.4 million

 

 

 

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

 

Prior to 2003, the Company had chosen to account for its stock-based compensation in accordance with APB No. 25, Accounting for Stock Issued to Employees,which resulted in no compensation expense for options issued with an exercise price equal to or exceeding the market value of the Company’s Common Shares on the date of grant (intrinsic method).  The Company has elected to account for its stock-based compensation in accordance with SFAS No. 123 and its amendment (SFAS No. 148), Accounting for Stock Based Compensation, effective in the first quarter of 2003, which resulted in compensation expense being recorded based on the fair value of the stock compensation granted.

 

 

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 restricted and performance-based share grants was previouslyAwards not yet vested at December 31, 2006 is $23.7 million, which is expected to be recognized in accordance with APB No. 25.  The adoptionover a weighted average term of SFAS No. 123 does not significantly change the amount of compensation expense recognized for these grants.1.6 years.

 

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

 

The table below summarizes the OptionAward activity of the Share Incentive Plans and options assumed in connection with mergers (the “Merger Options”) for the three years ended December 31, 2003, 20022006, 2005 and 2001:2004:

 

F-36F-34



 

 

 

Common Shares
Subject to Options

 

Weighted Average
Exercise Price
Per Option

 

Balance at December 31, 2000

 

12,683,447

 

$

21.12

 

Options granted

 

2,844,838

 

$

26.48

 

Options exercised

 

(3,125,870

)

$

20.31

 

Merger Options exercised

 

(57,660

)

$

15.26

 

Options canceled

 

(167,982

)

$

22.55

 

Merger Options canceled

 

(1,622

)

$

20.17

 

 

 

 

 

 

 

Balance at December 31, 2001

 

12,175,151

 

$

22.59

 

Options granted

 

2,270,220

 

$

27.24

 

Options exercised

 

(1,425,494

)

$

20.36

 

Merger Options exercised

 

(13,621

)

$

19.66

 

Options canceled

 

(177,536

)

$

24.90

 

 

 

 

 

 

 

Balance at December 31, 2002

 

12,828,720

 

$

23.63

 

Options granted (1993 plan)

 

665,304

 

$

23.55

 

Options granted (2002 plan)

 

2,217,124

 

$

23.59

 

Options exercised (1993 plan)

 

(2,696,110

)

$

20.61

 

Options exercised (2002 plan)

 

(500,000

)

$

23.55

 

Merger Options exercised

 

(52,995

)

$

19.55

 

Options canceled (1993 plan)

 

(338,998

)

$

25.06

 

Options canceled (2002 plan)

 

(43,137

)

$

23.55

 

 

 

 

 

 

 

Balance at December 31, 2003

 

12,079,908

 

$

24.27

 

 

 

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, 2003:2006:

 

 

 

Options Outstanding

 

 

 

Options Exercisable

 

Range of Exercise Prices

 

Options

 

Weighted
Average
Remaining
Contractual
Life in Years

 

Weighted
Average
Exercise
Price

 

Options

 

Weighted
Average
Exercise
Price

 

$8.91 to $11.88

 

1,476

 

2.1

 

$

11.04

 

1,476

 

$

11.04

 

$11.89 to $14.85

 

76,268

 

1.3

 

$

14.05

 

76,268

 

$

14.05

 

$14.86 to $17.82

 

424,402

 

2.1

 

$

15.52

 

424,402

 

$

15.52

 

$17.83 to $20.79

 

1,240,925

 

4.3

 

$

20.32

 

1,236,202

 

$

20.33

 

$20.80 to $23.76

 

3,459,811

 

8.0

 

$

22.83

 

1,462,761

 

$

21.86

 

$23.77 to $26.73

 

3,789,365

 

5.3

 

$

25.54

 

3,370,552

 

$

25.50

 

$26.74 to $29.70

 

3,087,661

 

7.9

 

$

27.37

 

1,703,254

 

$

27.42

 

$8.91 to $29.70

 

12,079,908

 

6.5

 

$

24.27

 

8,274,915

 

$

23.86

 

 

 

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, 20022005 and 2001, 8,252,2032004, 6,864,922 Options (with a weighted average exercise price of

F-37



$22.25) $25.60) and 7,291,8976,851,442 Options (with a weighted average exercise price of $21.62)$24.47) were exercisable, respectively.

 

F-35



18.15.                               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. During 2003,The following table summarizes information regarding the Company issued 289,274 Common Shares at net prices that ranged from $20.64 per share to $24.74 per share and received proceeds of approximately $6.3 million.  During 2002,issued under the Company issued 324,238 Common Shares at net prices that ranged from $21.65 per share to $24.43 per share and received proceeds of approximately $7.4 million.  During 2001, the Company issued 310,261 Common Shares at net prices that ranged from $21.76 per share to $23.69 per share and received proceeds of approximately $6.9 million.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 2%3% of eligible compensation that a participant contributes to the 401(k) Plan (4%(2% for 2002 and prior years)2004). Participants are vested in the Company’s contributions over five years. The Company made contributions in the amount of $3.5 million and $3.1$1.7 million for the years ended December 31, 20022005 and 2001,2004, respectively, and expects to make contributions in the amount of approximately $2.7$3.0 million for the year ended December 31, 2003.2006.

 

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 made a contributionexpects 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, 2001.  The Company2005 and did not make a contribution for both the yearsyear ended December 31, 2003 and 2002.2004.

 

The Company established a supplemental executive retirement savings 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 and for the education of their children.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.

 

19.16.                               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

F-38



transfer agent in the open market using participants’ funds.

 

20.17.                               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, $0.7$0.2 million and $0.8$0.2 million for the years ended December 31, 2003, 20022006, 2005 and 2001,2004, 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.business in 2005 and 2004. Amounts incurred were approximately $0.2 million, $0.5$0.4 million and $0.2$0.3 million for the years ended December 31, 2003, 20022005 and 2001,2004, respectively.

The Company leases its corporate headquarters from an entity controlled by EQR’s Chairman of the Board of Trustees.  Amounts incurred for such office space for the years ended December 31, 2003, 2002 and 2001, respectively, were approximately $1.7 million, $1.6 million and $1.8 million.  The Company believes these amounts equal market rates for such space.

 

The Company leasesleased 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.  Amounts incurred for such office space were approximately $0.2 million, $0.1 million and $0.1 million for the years ended December 31, 2003 2002 and 2001, respectively.  The Company believes these amounts equal market rates for such space.

In prior years, the Company had the following additional related party transactions:

Certain executive officers of the Company purchased Common Shares which were financed with loans made by the Company, all of which were repaid in full in 2002;

The Company made consulting payments to two former trustees (individuals were trustees through May 2003) in the approximate amounts of $0.2 million and $0.4 million for the years ended December 31, 2002 and 2001, respectively; and

The Company paid legal fees to a law firm of which one of EQR’s former trustees (individual was a trustee through May 2002) is a partner in the approximate amounts of $0.32004). Approximately $0.2 million and $1.7 millionwas incurred for such office space for the yearsyear ended December 31, 2002 and 2001, respectively.2004.

 

21.18.                               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 a party to a class actionhousing discrimination lawsuit brought by a non-profit civil rights organization in Florida state court alleging that severalApril 2006 in the U.S. District Court for the District of the types of feesMaryland. The suit alleges that the Company charged when residents breached their leases were illegal, as were all efforts to collect them.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 is vigorously contesting the plaintiffs’ claims andbelieves it has sought immediate appellate reviewa number of viable defenses, including that a majority of the 2003 class action certification decision.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, including the viability of the case as a class action, it is not possible to determine or predict the outcome.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 this lawsuit,the suit, if adversely determined, willwould have a material adverse effect on the Company.

F-39



 

The Company does not believe there is any other litigation pending or threatened against the Company which,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, 2003,2006, the Company has 13eleven projects totaling 3,448 unitsin various stages of development with estimated completion dates ranging through June 30, 2005.2009. The threeprimary 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, itthe 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.   In connection with this development agreement, the Company has an obligation to provide up to $40.0 million in credit enhancements to guarantee a portion of the third party construction financing.  As of February 4, 2004, the Company had set-aside $20.0 million towards this credit enhancement.  The Company would be required to perform under this agreement only if there was a material default under a third party construction mortgage agreement.  This agreement expires no later than December 31, 2018.  Notwithstanding the termination of the agreement, the Company shall have recourse against its development partner for any losses incurred.

 

                        The second development partner has the right, at any time following completion of a project, to require the Company to purchase the partners’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, (generallyas defined, as having achieved 90% occupancy for three consecutive months following the substantial completion of a project) 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 connection with one of its mergers,addition, the Company provided ahas 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.  The Company hasproject was terminated effective May 2, 2005 as the obligation to provide this guaranty for a period of eight years fromtax-exempt bonds were redeemed in full and the consummation of the merger or through May 2005.  The Company would be required to perform under this guaranty only if there was a draw on theassociated letter of credit issued by the credit enhancement party.  The counterparty has also indemnified the Company for any losses suffered.  As of December 31, 2003, this guaranty was still in effect at a commitment amount of $12.7 million and no current outstanding liability.cancelled.

F-40



 

During the years ended December 31, 2003, 20022006, 2005 and 2001,2004, total operating lease payments incurred for office space, including a portion of real estate taxes, insurance, repairs and utilities, aggregated $4,985,899, $4,709,363$6.7 million, $6.1 million and $4,929,018,$5.8 million, respectively.

The minimum basic aggregate rental commitment under the Company’s operating leases, including fixed base rent due on a ground lease for one property, in years following December 31, 2003 is as follows:

Year

 

Amount

 

2004

 

$

4,834,842

 

2005

 

3,915,366

 

2006

 

2,852,105

 

2007

 

2,376,432

 

2008

 

2,242,893

 

Thereafter

 

8,364,631

 

Total

 

$

24,586,269

 

 

The Company has entered into a retirement benefits agreement with its Chairman of the Board of Trustees and deferred compensation agreements with two of its executive officerschief operating officer and itstwo former chief executive officer.officers. During the years ended December 31, 2003, 20022006, 2005 and 2001,2004, the Company recognized compensation expense of $3.0$1.1 million, $5.1$2.2 million and $3.7 million,$39,000, respectively, related to these agreements.

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

F-38



under these agreementsoperating 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 estimatedplanned retirement dates are:

Year

 

Amount

 

2004

 

$

831,168

 

2005

 

1,376,132

 

2006

 

1,410,536

 

2007

 

2,214,549

 

2008

 

2,269,913

 

Thereafter

 

20,972,730

 

Total

 

$

29,075,028

 

22.dates.Asset Impairment

For the years ended December 31, 2003, 2002 and 2001, the Company recorded approximately $1.2 million, $1.2 million and $11.8 million, respectively, of asset impairment charges related to its technology investments. These charges were the result of a review of the existing investments reflected on the consolidated balance sheet.  These impairment losses are reflected on the consolidated statements of operations in total expenses and include the write-down of assets classified as other assets and investments in unconsolidated entities.

 

For the year ended December 31, 2002, the19.                               Impairment

The Company recorded approximately $17.1$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.business during the year ended December 31, 2006. Following the guidance in SFAS No. 142, these charges werethis charge was the result of the Company’s decision to reducecontinued poor operating performance of the carrying value of its corporate housing business to $30.0 million, given the continued weakness in the economy and management’s expectations for near-termfuture performance. This impairment losscharge is reflected on the consolidated statements of operations as impairment.

The Company also took an impairment on corporate housing businesscharge of $2.0 million related to the write-off of various deferred sales costs following the decision to halt the condominium conversion and onsale process at five assets. The remaining $2.0 million of impairment losses in 2006 along with the consolidated balance sheets as a reduction$0.6 million and $1.5 million of losses in goodwill, net.2005 and 2004, respectively, represent the write-off of various pursuit and out-of-pocket costs for terminated acquisition, disposition and development transactions.

F-41



23.20.                               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 and includes ECH.residents. Senior management evaluates the performance of each of our apartment communities individually and geographically, and both on an individuala same store and non-same store basis; however, each of our apartment communities generally has similar economic characteristics, residents, and products and services so theyservices. The Company’s operating segments have been aggregated into one reportable segment.  by geography in a manner identical to that which is provided to its chief operating decision maker.

The Company’s rental real estatefee 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 comprises approximately 99.2%, 99.5%as provided for in SFAS No. 131 and 99.1%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 forduring the three years ended December 31, 2003, 2002 and 2001, respectively.  The Company’s rental real estate segment comprises approximately 99.7% and 99.7% of total assets at December 31, 2003 and 2002, respectively.2006, 2005, or 2004.

 

The primary financial measure for the Company’s rental real estate segmentproperties 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 totaled approximately $1.0 billion, $1.1 billion, and $1.1billionspecific to continuing operations for the years ended December 31, 2003, 20022006, 2005 and 2001, respectively.2004, respectively:

 

During the acquisition, development and/or disposition of real estate, the Company considers its NOI return on total investment as the primary measure of financial performance.

 

 

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

 

 

The Company’s fee and asset management activity is immaterial and does not meet the threshold requirements of a reportable segment as provided for in SFAS No. 131.

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, 2003, 2002 or 2001.

 

24.21.                               Subsequent Events/Other

 

Subsequent to December 31, 20032006 and through February 4, 2004,7, 2007, the Company:

 

                  Acquired four$536.5 million of apartment properties (including two additional units at an existing property) consisting of 1,130 units for approximately $151.3 million;nine properties and 2,905 units;

                  Assumed $36.9 million of mortgage debt onSold one residential property in connection with its acquisition;

                  Disposed of twelve properties (including one Unconsolidated Property) and various individual condominium units consisting of 2,972280 units for approximately $140.9 million;

                  Obtained $16.5$14.4 million in new mortgage financing;(excluding condominium units); and

                  Repaid $50.0$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.

25.22.                               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 144.144 and reflect dispositions and/or properties held for sale through December 31, 2006. Amounts are in thousands, except for per share amounts.

 

F-42



2003

 

Fourth
Quarter
12/31

 

Third
Quarter
9/30

 

Second
Quarter
6/30

 

First
Quarter
3/31

 

2006

 

Fourth
Quarter
12/31

 

Third
Quarter
9/30

 

Second
Quarter
6/30

 

First
Quarter
3/31

 

 

 

 

 

 

 

 

 

 

Total revenues (1)

 

$

459,521

 

$

459,364

 

$

455,890

 

$

448,523

 

 

$

517,880

 

$

511,464

 

$

490,614

 

$

470,478

 

Operating income (1)

 

136,057

 

143,249

 

148,105

 

140,104

 

 

104,731

 

139,726

 

140,463

 

128,223

 

Income from continuing operations (1)

 

43,049

 

55,252

 

58,834

 

54,423

 

Net gain on sales of discontinued operations

 

91,731

 

77,983

 

70,320

 

70,672

 

Discontinued operations, net (1)

 

56

 

4,038

 

7,237

 

10,252

 

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 *

 

134,836

 

137,273

 

136,391

 

135,347

 

 

465,061

 

69,811

 

160,157

 

377,815

 

Net income available to Common Shares

 

90,743

 

112,575

 

112,154

 

111,167

 

 

457,606

 

56,356

 

150,084

 

367,720

 

Earnings per share – basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

0.33

 

$

0.41

 

$

0.41

 

$

0.41

 

 

$

1.57

 

$

0.19

 

$

0.52

 

$

1.27

 

Weighted average Common Shares outstanding

 

274,457

 

272,787

 

271,380

 

270,678

 

 

291,669

 

290,036

 

289,460

 

288,880

 

Earnings per share – diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

0.33

 

$

0.41

 

$

0.41

 

$

0.41

 

 

$

1.54

 

$

0.19

 

$

0.51

 

$

1.25

 

Weighted average Common Shares outstanding

 

299,516

 

297,941

 

299,217

 

297,646

 

 

317,076

 

315,886

 

314,698

 

314,049

 

 


(1)          The amounts presented for the first three quarters of 20032006 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 2003.2006. Below is a reconciliation to the amounts previously reported in the respective Form 10-Q’s:

 

2003

 

Third
Quarter
9/30

 

Second
Quarter
6/30

 

First
Quarter
3/31

 

 

 

 

 

 

 

 

 

Total revenues previously reported in Form 10-Q

 

$

472,976

 

$

479,357

 

$

482,707

 

Total revenues subsequently reclassified to discontinued operations

 

(13,612

)

(23,467

)

(34,184

)

 

 

 

 

 

 

 

 

Total revenues disclosed in Form 10-K

 

$

459,364

 

$

455,890

 

$

448,523

 

 

 

 

 

 

 

 

 

Operating income previously reported in Form 10-Q

 

$

147,635

 

$

155,638

 

$

151,039

 

Operating income subsequently reclassified to discontinued operations

 

(4,386

)

(7,533

)

(10,935

)

 

 

 

 

 

 

 

 

Operating income disclosed in Form 10-K

 

$

143,249

 

$

148,105

 

$

140,104

 

 

 

 

 

 

 

 

 

Income from continuing operations previously reported in Form 10-Q

 

$

59,297

 

$

65,934

 

$

64,259

 

Income from continuing operations subsequently reclassified to discontinued operations

 

(4,045

)

(7,100

)

(9,836

)

 

 

 

 

 

 

 

 

Income from continuing operations disclosed in Form 10-K

 

$

55,252

 

$

58,834

 

$

54,423

 

 

 

 

 

 

 

 

 

Discontinued operations, net previously reported in Form 10-Q

 

$

(7

)

$

137

 

$

416

 

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

 

4,045

 

7,100

 

9,836

 

 

 

 

 

 

 

 

 

Discontinued operations, net disclosed in Form 10-K

 

$

4,038

 

$

7,237

 

$

10,252

 

F-43F-41



 

2002

 

Fourth
Quarter
12/31

 

Third
Quarter
9/30

 

Second
Quarter
6/30

 

First
Quarter
3/31

 

 

 

 

 

 

 

 

 

 

 

Total revenues (2)

 

$

447,834

 

$

455,218

 

$

454,742

 

$

451,369

 

Operating income (2)

 

145,017

 

135,742

 

159,478

 

157,939

 

Income from continuing operations (2)

 

61,294

 

39,987

 

68,659

 

76,900

 

Net gain on sales of discontinued operations

 

43,087

 

32,763

 

25,630

 

2,816

 

Discontinued operations, net (2)

 

14,096

 

15,911

 

19,008

 

21,162

 

Net income *

 

118,477

 

88,661

 

113,297

 

100,878

 

Net income available to Common Shares

 

94,295

 

64,473

 

89,041

 

76,353

 

Earnings per share – basic:

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

0.35

 

$

0.24

 

$

0.33

 

$

0.28

 

Weighted average Common Shares outstanding

 

269,706

 

273,943

 

273,146

 

271,094

 

Earnings per share – diluted:

 

 

 

 

 

 

 

 

 

Net income available to Common Shares

 

$

0.35

 

$

0.23

 

$

0.32

 

$

0.28

 

Weighted average Common Shares outstanding

 

294,714

 

299,057

 

299,494

 

297,229

 

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 first threefour quarters of 20022005 are not equal to the same amounts previously reported in the respective Form 10-Q’s8-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 2003 and 2002 and the Company’s adoption of SFAS No. 145 related to extraordinary items.2006. Below is a reconciliation to the amounts previously reported in the respective Form 10-Q’s:reported:

 

F-44F-42



 

2002

 

Third
Quarter
9/30

 

Second
Quarter
6/30

 

First
Quarter
3/31

 

 

 

 

 

 

 

 

 

Total revenues previously reported in Form 10-Q

 

$

504,500

 

$

509,507

 

$

512,094

 

Total revenues subsequently reclassified to discontinued operations

 

(49,282

)

(54,765

)

(60,725

)

 

 

 

 

 

 

 

 

Total revenues disclosed in Form 10-K

 

$

455,218

 

$

454,742

 

$

451,369

 

 

 

 

 

 

 

 

 

Operating income previously reported in Form 10-Q

 

$

152,225

 

$

179,385

 

$

181,325

 

Operating income subsequently reclassified to discontinued operations

 

(16,483

)

(19,907

)

(23,386

)

 

 

 

 

 

 

 

 

Operating income disclosed in Form 10-K

 

$

135,742

 

$

159,478

 

$

157,939

 

 

 

 

 

 

 

 

 

Income from continuing operations previously reported in Form 10-Q

 

$

55,552

 

$

87,503

 

$

97,882

 

Income from continuing operations subsequently reclassified to discontinued operations

 

(15,565

)

(18,473

)

(20,885

)

Extraordinary items for early debt extinguishment reclassified to interest expense

 

 

(371

)

(97

)

 

 

 

 

 

 

 

 

Income from continuing operations disclosed in Form 10-K

 

$

39,987

 

$

68,659

 

$

76,900

 

 

 

 

 

 

 

 

 

Discontinued operations, net previously reported in Form 10-Q

 

$

346

 

$

535

 

$

277

 

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

 

15,565

 

18,473

 

20,885

 

 

 

 

 

 

 

 

 

Discontinued operations, net disclosed in Form 10-K

 

$

15,911

 

$

19,008

 

$

21,162

 

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, 20032006 and 2002.2005. 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-45F-43



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2300 Elliott

 

Seattle, WA

 

$

 

$

796,800

 

$

7,173,725

 

$

 

$

4,276,332

 

$

796,800

 

$

11,450,058

 

$

12,246,858

 

$

(3,995,994

)

1992

 

30 Years

 

2900 on First

 

Seattle, WA (G)

 

 

1,177,700

 

10,600,360

 

 

3,002,402

 

1,177,700

 

13,602,762

 

14,780,462

 

(4,148,864

)

1989-91

 

30 Years

 

740 River Drive

 

St. Paul, MN

 

5,862,603

 

1,626,700

 

11,234,943

 

 

2,307,093

 

1,626,700

 

13,542,036

 

15,168,736

 

(3,580,156

)

1962

 

30 Years

 

929 House

 

Cambridge, MA (G)

 

4,613,937

 

3,252,993

 

21,745,595

 

 

908,501

 

3,252,993

 

22,654,096

 

25,907,089

 

(2,563,429

)

1975

 

30 Years

 

Abington Glen

 

Abington, MA

 

 

553,105

 

3,697,396

 

 

208,005

 

553,105

 

3,905,401

 

4,458,507

 

(492,539

)

1968

 

30 Years

 

Acacia Creek

 

Scottsdale, AZ

 

 

4,964,970

 

28,694,155

 

 

1,519,060

 

4,964,970

 

30,213,215

 

35,178,185

 

(6,962,258

)

1988-1994

 

30 Years

 

Acadia Court

 

Bloomington, IN

 

1,961,696

 

257,484

 

2,268,653

 

 

382,335

 

257,484

 

2,650,987

 

2,908,471

 

(503,021

)

1985

 

30 Years

 

Acadia Court II

 

Bloomington, IN

 

 

253,636

 

2,234,632

 

 

224,035

 

253,636

 

2,458,666

 

2,712,302

 

(432,875

)

1986

 

30 Years

 

Adelaide Park

 

Norcross, GA

 

 

2,546,500

 

11,009,666

 

 

1,248,772

 

2,546,500

 

12,258,438

 

14,804,938

 

(2,815,895

)

1972/1976

 

30 Years

 

Alborada

 

Fremont, CA

 

 

24,310,000

 

59,214,129

 

 

760,876

 

24,310,000

 

59,975,005

 

84,285,005

 

(7,843,083

)

1999

 

30 Years

 

Ambergate (FL)

 

W. Palm Beach, FL

 

 

730,000

 

1,687,743

 

 

159,184

 

730,000

 

1,846,927

 

2,576,927

 

(260,406

)

1987

 

30 Years

 

Amberidge

 

Roseville, MI

 

 

130,844

 

1,152,880

 

 

132,592

 

130,844

 

1,285,472

 

1,416,316

 

(223,529

)

1985

 

30 Years

 

Amberton

 

Manassas, VA

 

10,705,000

 

900,600

 

9,072,492

 

 

1,089,029

 

900,600

 

10,161,521

 

11,062,121

 

(3,331,324

)

1986

 

30 Years

 

Amberwood (OH)

 

Massillon, OH

 

813,763

 

126,227

 

1,112,289

 

 

214,821

 

126,227

 

1,327,110

 

1,453,337

 

(240,379

)

1987

 

30 Years

 

Amesbury I

 

Reynoldsbury, OH

 

1,194,940

 

143,039

 

1,260,233

 

 

200,427

 

143,039

 

1,460,660

 

1,603,700

 

(263,441

)

1986

 

30 Years

 

Amesbury II

 

Reynoldsbury, OH

 

 

180,588

 

1,591,229

 

 

180,897

 

180,588

 

1,772,126

 

1,952,714

 

(307,145

)

1987

 

30 Years

 

Amhurst (Tol)

 

Toledo, OH

 

 

161,854

 

1,426,108

 

 

123,143

 

161,854

 

1,549,250

 

1,711,104

 

(252,346

)

1983

 

30 Years

 

Amhurst I (OH)

 

Dayton, OH

 

 

152,574

 

1,344,353

 

 

247,782

 

152,574

 

1,592,135

 

1,744,708

 

(313,523

)

1979

 

30 Years

 

Amhurst II (OH)

 

Dayton, OH

 

 

159,416

 

1,404,632

 

 

166,442

 

159,416

 

1,571,074

 

1,730,491

 

(278,291

)

1981

 

30 Years

 

Andover Court

 

Mt. Vernon, OH

 

 

123,875

 

1,091,272

 

 

193,855

 

123,875

 

1,285,127

 

1,409,002

 

(240,743

)

1982

 

30 Years

 

Annhurst (IN)

 

Indianapolis, IN

 

1,204,270

 

189,235

 

1,667,469

 

 

227,393

 

189,235

 

1,894,862

 

2,084,097

 

(359,205

)

1985

 

30 Years

 

Annhurst (MD) (REIT)

 

Belcamp, MD

 

1,240,881

 

232,575

 

2,093,165

 

 

176,023

 

232,575

 

2,269,188

 

2,501,763

 

(249,373

)

1984

 

30 Years

 

Annhurst (PA)

 

Clairton, PA

 

 

307,952

 

2,713,397

 

 

318,343

 

307,952

 

3,031,739

 

3,339,692

 

(521,912

)

1984

 

30 Years

 

Annhurst II (OH)

 

Gahanna, OH

 

 

116,739

 

1,028,595

 

 

196,057

 

116,739

 

1,224,652

 

1,341,390

 

(233,009

)

1986

 

30 Years

 

Annhurst III (OH)

 

Gahanna, OH

 

 

134,788

 

1,187,629

 

 

131,751

 

134,788

 

1,319,381

 

1,454,169

 

(225,842

)

1988

 

30 Years

 

Apple Ridge I

 

Circleville, OH

 

1,008,377

 

139,300

 

1,227,582

 

 

206,724

 

139,300

 

1,434,306

 

1,573,606

 

(239,599

)

1987

 

30 Years

 

Apple Ridge III

 

Circleville, OH

 

 

72,585

 

639,356

 

 

73,805

 

72,585

 

713,161

 

785,746

 

(116,288

)

1982

 

30 Years

 

Applegate (Col)

 

Columbus, IN

 

 

171,829

 

1,514,002

 

 

97,369

 

171,829

 

1,611,371

 

1,783,200

 

(277,781

)

1982

 

30 Years

 

Applegate I (IN)

 

Muncie, IN

 

877,129

 

138,506

 

1,220,386

 

 

205,064

 

138,506

 

1,425,450

 

1,563,955

 

(250,665

)

1984

 

30 Years

 

Applegate II (IN)

 

Muncie, IN

 

1,202,296

 

180,017

 

1,586,143

 

 

243,480

 

180,017

 

1,829,623

 

2,009,640

 

(306,006

)

1987

 

30 Years

 

Applewood I

 

Deland, FL

 

2,056,168

 

235,230

 

2,072,994

 

 

477,344

 

235,230

 

2,550,338

 

2,785,569

 

(546,007

)

1982

 

30 Years

 

Aragon Woods

 

Indianapolis, IN

 

 

157,791

 

1,390,010

 

 

96,387

 

157,791

 

1,486,397

 

1,644,188

 

(262,387

)

1986

 

30 Years

 

Arbor Glen

 

Ypsilanti, MI

 

6,573,553

 

1,096,064

 

9,887,635

 

 

1,226,299

 

1,096,064

 

11,113,934

 

12,209,998

 

(2,692,814

)

1990

 

30 Years

 

Arbor Terrace

 

Sunnyvale, CA

 

(R)

 

9,057,300

 

18,483,642

 

 

669,641

 

9,057,300

 

19,153,283

 

28,210,583

 

(3,822,766

)

1979

 

30 Years

 

Arboretum (GA)

 

Atlanta, GA

 

 

4,682,300

 

15,913,018

 

 

1,407,580

 

4,682,300

 

17,320,598

 

22,002,898

 

(4,191,166

)

1970

 

30 Years

 

Arboretum (MA)

 

Canton, MA

 

(M)

 

4,685,900

 

10,992,751

 

 

647,767

 

4,685,900

 

11,640,518

 

16,326,418

 

(2,429,558

)

1989

 

30 Years

 

Arboretum at Stonelake

 

Austin, TX

 

 

6,120,000

 

24,068,145

 

 

(800

)

6,120,000

 

24,067,345

 

30,187,345

 

 

1996

 

30 Years

 

Arbors of Brentwood

 

Nashville, TN

 

(K)

 

404,670

 

13,536,367

 

 

2,379,128

 

404,670

 

15,915,494

 

16,320,164

 

(6,059,151

)

1986

 

30 Years

 

Arbors of Hickory Hollow

 

Antioch, TN

 

(K)

 

202,985

 

6,937,209

 

 

2,816,341

 

202,985

 

9,753,550

 

9,956,535

 

(4,389,308

)

1986

 

30 Years

 

Arbors of Las Colinas

 

Irving, TX

 

 

1,663,900

 

14,977,080

 

 

2,568,765

 

1,663,900

 

17,545,845

 

19,209,745

 

(6,758,807

)

1984/85

 

30 Years

 

Artisan Square

 

Northridge, CA

 

 

7,000,000

 

20,562,359

 

 

44,551

 

7,000,000

 

20,606,910

 

27,606,910

 

(787,661

)

2002

 

30 Years

 

Ashford Hill

 

Reynoldsbury, OH

 

1,333,498

 

184,985

 

1,630,021

 

 

272,078

 

184,985

 

1,902,099

 

2,087,085

 

(351,430

)

1986

 

30 Years

 

Ashgrove (IN)

 

Indianapolis, IN

 

 

172,924

 

1,523,549

 

 

132,766

 

172,924

 

1,656,314

 

1,829,238

 

(273,423

)

1983

 

30 Years

 

Ashgrove (KY)

 

Louisville, KY

 

 

171,816

 

1,514,034

 

 

191,913

 

171,816

 

1,705,947

 

1,877,763

 

(285,453

)

1984

 

30 Years

 

Ashgrove (OH)

 

Franklin, OH

 

1,194,739

 

157,535

 

1,387,687

 

 

205,653

 

157,535

 

1,593,340

 

1,750,875

 

(280,186

)

1983

 

30 Years

 

Ashgrove I (MI)

 

Sterling Hts, MI

 

3,078,695

 

403,580

 

3,555,988

 

 

402,134

 

403,580

 

3,958,122

 

4,361,702

 

(641,497

)

1985

 

30 Years

 

Ashgrove II (MI)

 

Sterling Hts, MI

 

2,177,239

 

311,912

 

2,748,287

 

 

238,814

 

311,912

 

2,987,101

 

3,299,014

 

(470,020

)

1987

 

30 Years

 

Ashton, The

 

Corona Hills, CA

 

 

2,594,264

 

33,042,398

 

 

1,659,606

 

2,594,264

 

34,702,004

 

37,296,268

 

(7,835,651

)

1986

 

30 Years

 

Aspen Crossing

 

Silver Spring, MD

 

 

2,880,000

 

8,551,377

 

 

960,995

 

2,880,000

 

9,512,372

 

12,392,372

 

(1,922,936

)

1979

 

30 Years

 

Astorwood (REIT)

 

Stuart, FL

 

1,559,665

 

233,150

 

2,098,338

 

 

272,479

 

233,150

 

2,370,818

 

2,603,968

 

(274,020

)

1983

 

30 Years

 

Audubon Village

 

Tampa, FL

 

 

3,576,000

 

26,121,909

 

 

915,092

 

3,576,000

 

27,037,001

 

30,613,001

 

(5,418,687

)

1990

 

30 Years

 

Autumn Cove

 

Lithonia, GA

 

 

187,220

 

1,649,515

 

 

118,326

 

187,220

 

1,767,841

 

1,955,061

 

(286,946

)

1985

 

30 Years

 

Auvers Village

 

Orlando, FL

 

 

3,840,000

 

29,322,243

 

 

1,882,818

 

3,840,000

 

31,205,060

 

35,045,060

 

(6,125,041

)

1991

 

30 Years

 

Avon Place

 

Avon,CT

 

(P)

 

1,788,943

 

12,323,920

 

 

156,590

 

1,788,943

 

12,480,510

 

14,269,454

 

(1,426,271

)

1973

 

30 Years

 

Balaton Condominium, LLC

 

Seattle, WA

 

 

 

654,550

 

6,073,987

 

 

609,467

 

654,550

 

6,683,454

 

7,338,004

 

(1,447,780

)

1991

 

30 Years

 

Balcones Club

 

Austin, TX

 

 

2,185,500

 

10,119,232

 

 

1,447,896

 

2,185,500

 

11,567,127

 

13,752,627

 

(2,981,654

)

1984

 

30 Years

 

Barcelona Condominium, LLC

 

Scottsdale, AZ

 

 

 

1,156,886

 

6,699,584

 

 

948,140

 

1,156,886

 

7,647,723

 

8,804,609

 

(1,487,393

)

1983

 

30 Years

 

Barrington

 

Clarkston, GA

 

965,951

 

144,459

 

1,272,842

 

 

213,638

 

144,459

 

1,486,480

 

1,630,939

 

(246,965

)

1984

 

30 Years

 

Bay Ridge

 

San Pedro, CA

 

 

2,401,300

 

2,176,963

 

 

332,648

 

2,401,300

 

2,509,611

 

4,910,911

 

(654,454

)

1987

 

30 Years

 

Bayside at the Islands

 

Gilbert, AZ

 

 

3,306,484

 

15,573,006

 

 

1,081,961

 

3,306,484

 

16,654,967

 

19,961,451

 

(3,890,055

)

1989

 

30 Years

 

Beach Club

 

Fort Myers, FL

 

 

2,080,000

 

14,800,928

 

 

1,443,661

 

2,080,000

 

16,244,589

 

18,324,589

 

(3,379,435

)

1990

 

30 Years

 

Beckford Place (IN)

 

New Castle, IN

 

678,878

 

99,046

 

872,702

 

 

140,699

 

99,046

 

1,013,401

 

1,112,447

 

(171,254

)

1984

 

30 Years

 

Beckford Place (Pla)

 

The Plains, OH

 

 

161,161

 

1,420,002

 

 

163,521

 

161,161

 

1,583,523

 

1,744,684

 

(259,990

)

1982

 

30 Years

 

Beckford Place I (OH)

 

N Canton, OH

 

 

168,426

 

1,484,248

 

 

203,219

 

168,426

 

1,687,467

 

1,855,893

 

(283,649

)

1983

 

30 Years

 

Beckford Place II (OH)

 

N Canton, OH

 

 

172,134

 

1,516,691

 

 

133,866

 

172,134

 

1,650,557

 

1,822,691

 

(265,118

)

1985

 

30 Years

 

Bel Aire I

 

Miami, FL

 

 

188,343

 

1,658,995

 

 

230,005

 

188,343

 

1,889,001

 

2,077,343

 

(313,797

)

1985

 

30 Years

 

Bel Aire II

 

Miami, FL

 

 

136,416

 

1,201,075

 

 

178,206

 

136,416

 

1,379,281

 

1,515,698

 

(228,708

)

1986

 

30 Years

 

Bell Road I & II

 

Nashville, TN

 

 

3,100,000

 

1,120,214

 

 

 

3,100,000

 

1,120,214

 

4,220,214

 

 

(F)

 

30 Years

 

Bellevue Meadows

 

Bellevue, WA

 

 

4,507,100

 

12,574,814

 

 

517,895

 

4,507,100

 

13,092,709

 

17,599,809

 

(2,660,846

)

1983

 

30 Years

 

Belmont Crossing

 

Riverdale, GA

 

 

1,580,000

 

18,449,045

 

 

928,857

 

1,580,000

 

19,377,902

 

20,957,902

 

(3,743,496

)

1988

 

30 Years

 

Beneva Place

 

Sarasota, FL

 

8,700,000

 

1,344,000

 

9,665,447

 

 

461,730

 

1,344,000

 

10,127,176

 

11,471,176

 

(2,033,316

)

1986

 

30 Years

 

S-1



 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

Overall Summary

December 31, 20032006

 

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Bermuda Cove

 

Jacksonville, FL

 

 

1,503,000

 

19,561,896

 

 

1,098,422

 

1,503,000

 

20,660,318

 

22,163,318

 

(4,066,923

)

1989

 

30 Years

 

Berry Pines

 

Milton, FL

 

 

154,086

 

1,299,939

 

 

300,396

 

154,086

 

1,600,334

 

1,754,420

 

(319,237

)

1985

 

30 Years

 

Bishop Park

 

Winter Park, FL

 

 

2,592,000

 

17,990,436

 

 

1,783,145

 

2,592,000

 

19,773,581

 

22,365,581

 

(4,171,714

)

1991

 

30 Years

 

Blue Swan

 

San Antonio, TX

 

 

1,425,500

 

7,591,292

 

 

902,277

 

1,425,500

 

8,493,569

 

9,919,069

 

(2,253,308

)

1985-1994

 

30 Years

 

Blueberry Hill I

 

Leesburg, FL

 

 

140,370

 

1,236,710

 

 

139,490

 

140,370

 

1,376,200

 

1,516,570

 

(250,123

)

1986

 

30 Years

 

Bourbon Square

 

Palatine, IL

 

 

3,899,744

 

35,113,276

 

 

7,105,768

 

3,899,744

 

42,219,044

 

46,118,788

 

(16,733,128

)

1984-87

 

30 Years

 

Bradford Apartments

 

Newington, CT

 

(P)

 

401,091

 

2,681,210

 

 

145,061

 

401,091

 

2,826,271

 

3,227,362

 

(345,758

)

1964

 

30 Years

 

Bramblewood

 

San Jose, CA

 

 

5,190,700

 

9,659,184

 

 

357,254

 

5,190,700

 

10,016,438

 

15,207,138

 

(2,039,368

)

1986

 

30 Years

 

Branchwood

 

Winter Park, FL

 

 

324,069

 

2,855,397

 

 

404,748

 

324,069

 

3,260,145

 

3,584,214

 

(560,089

)

1981

 

30 Years

 

Brandon Court

 

Bloomington, IN

 

 

170,636

 

1,503,487

 

 

328,590

 

170,636

 

1,832,077

 

2,002,712

 

(340,335

)

1984

 

30 Years

 

Brentwood

 

Vancouver, WA

 

 

1,357,221

 

12,202,521

 

 

1,563,872

 

1,357,221

 

13,766,393

 

15,123,615

 

(4,637,448

)

1990

 

30 Years

 

Breton Mill

 

Houston, TX

 

 

212,820

 

8,547,263

 

 

1,467,570

 

212,820

 

10,014,833

 

10,227,653

 

(3,855,528

)

1986

 

30 Years

 

Briar Knoll Apts

 

Vernon, CT

 

5,834,372

 

928,972

 

6,209,988

 

 

304,961

 

928,972

 

6,514,949

 

7,443,921

 

(802,789

)

1986

 

30 Years

 

Briarwood (CA)

 

Sunnyvale, CA

 

13,461,081

 

9,991,500

 

22,247,278

 

 

488,678

 

9,991,500

 

22,735,957

 

32,727,457

 

(4,343,874

)

1985

 

30 Years

 

Bridford Lakes II

 

Greensboro, NC

 

 

1,100,564

 

792,509

 

 

 

1,100,564

 

792,509

 

1,893,073

 

 

(F)

 

30 Years

 

Bridgeport

 

Raleigh, NC

 

 

1,296,700

 

11,666,278

 

 

1,182,417

 

1,296,700

 

12,848,695

 

14,145,395

 

(4,916,622

)

1990

 

30 Years

 

Bridgewater at Wells Crossing

 

Orange Park, FL

 

 

2,160,000

 

13,347,549

 

 

849,503

 

2,160,000

 

14,197,052

 

16,357,052

 

(2,251,321

)

1986

 

30 Years

 

Brierwood

 

Jacksonville, FL

 

 

551,900

 

4,965,856

 

 

1,476,043

 

551,900

 

6,441,899

 

6,993,799

 

(2,244,946

)

1974

 

30 Years

 

Brittany Square

 

Tulsa, OK

 

 

 

625,000

 

4,050,961

 

 

1,546,569

 

625,000

 

5,597,530

 

6,222,530

 

(3,733,120

)

1982

 

30 Years

 

Broadview Oaks (REIT)

 

Pensacola, FL

 

1,809,495

 

201,000

 

1,809,185

 

 

197,489

 

201,000

 

2,006,674

 

2,207,674

 

(245,150

)

1985

 

30 Years

 

Broadway

 

Garland, TX

 

5,808,011

 

1,443,700

 

7,790,989

 

 

1,210,692

 

1,443,700

 

9,001,681

 

10,445,381

 

(2,269,253

)

1983

 

30 Years

 

Brookdale Village

 

Naperville, IL

 

10,820,000

 

3,276,000

 

16,293,471

 

 

1,082,861

 

3,276,000

 

17,376,332

 

20,652,332

 

(2,981,490

)

1986

 

30 Years

 

Brookridge

 

Centreville, VA

 

 

2,521,500

 

16,003,839

 

 

1,029,607

 

2,521,500

 

17,033,446

 

19,554,946

 

(4,016,440

)

1989

 

30 Years

 

Brookside (CO)

 

Boulder, CO

 

 

3,600,400

 

10,211,159

 

 

318,889

 

3,600,400

 

10,530,048

 

14,130,448

 

(2,148,149

)

1993

 

30 Years

 

Brookside (MD)

 

Frederick, MD

 

8,170,000

 

2,736,000

 

7,934,517

 

 

852,542

 

2,736,000

 

8,787,059

 

11,523,059

 

(1,679,672

)

1993

 

30 Years

 

Brookside Crossing I

 

Stockton, CA

 

5,239,175

 

625,000

 

4,656,691

 

 

568,790

 

625,000

 

5,225,481

 

5,850,481

 

(534,805

)

1981

 

30 Years

 

Brookside Crossing II

 

Stockton, CA

 

4,285,825

 

770,000

 

4,210,036

 

 

707,853

 

770,000

 

4,917,889

 

5,687,889

 

(574,762

)

1981

 

30 Years

 

Brookside II (MD)

 

Frederick, MD

 

 

2,450,800

 

6,913,202

 

 

929,490

 

2,450,800

 

7,842,693

 

10,293,493

 

(1,906,744

)

1979

 

30 Years

 

Brooksyde Apts

 

West Hartford, CT

 

(P)

 

594,711

 

3,975,523

 

 

256,282

 

594,711

 

4,231,805

 

4,826,516

 

(515,781

)

1945

 

30 Years

 

Burgundy Studios

 

Middletown, CT

 

(P)

 

395,238

 

2,642,087

 

 

169,797

 

395,238

 

2,811,883

 

3,207,122

 

(371,528

)

1973

 

30 Years

 

Burwick Farms

 

Howell, MI

 

(Q)

 

1,104,600

 

9,932,207

 

 

707,547

 

1,104,600

 

10,639,754

 

11,744,354

 

(2,660,179

)

1991

 

30 Years

 

Cambridge at Hickory Hollow

 

Antioch, TN

 

(J)

 

3,240,800

 

17,900,033

 

 

880,952

 

3,240,800

 

18,780,985

 

22,021,785

 

(4,439,332

)

1997

 

30 Years

 

Cambridge Commons I

 

Indianapolis, IN

 

 

179,139

 

1,578,077

 

 

407,542

 

179,139

 

1,985,619

 

2,164,758

 

(406,646

)

1986

 

30 Years

 

Cambridge Commons II

 

Indianapolis, IN

 

827,229

 

141,845

 

1,249,511

 

 

306,740

 

141,845

 

1,556,251

 

1,698,096

 

(311,842

)

1987

 

30 Years

 

Cambridge Commons III

 

Indianapolis, IN

 

 

98,125

 

864,738

 

 

266,590

 

98,125

 

1,131,328

 

1,229,453

 

(243,765

)

1988

 

30 Years

 

Cambridge Estates

 

Norwich,CT

 

 

590,185

 

3,945,265

 

 

189,836

 

590,185

 

4,135,101

 

4,725,286

 

(503,297

)

1977

 

30 Years

 

Camellero

 

Scottsdale, AZ

 

 

1,924,900

 

17,324,593

 

 

3,796,150

 

1,924,900

 

21,120,743

 

23,045,643

 

(7,795,677

)

1979

 

30 Years

 

Camellia Court I (Col)

 

Columbus, OH

 

 

133,059

 

1,172,393

 

 

180,483

 

133,059

 

1,352,875

 

1,485,934

 

(244,056

)

1981

 

30 Years

 

Camellia Court I (Day)

 

Dayton, OH

 

1,039,326

 

131,858

 

1,162,066

 

 

191,240

 

131,858

 

1,353,305

 

1,485,164

 

(257,012

)

1981

 

30 Years

 

Camellia Court II (Col)

 

Columbus, OH

 

896,525

 

118,421

 

1,043,417

 

 

200,774

 

118,421

 

1,244,191

 

1,362,611

 

(207,478

)

1984

 

30 Years

 

Camellia Court II (Day)

 

Dayton, OH

 

 

131,571

 

1,159,283

 

 

127,075

 

131,571

 

1,286,358

 

1,417,929

 

(222,401

)

1982

 

30 Years

 

Candlelight I

 

Brooksville, FL

 

573,308

 

105,000

 

925,167

 

 

123,316

 

105,000

 

1,048,483

 

1,153,483

 

(188,127

)

1982

 

30 Years

 

Candlelight II

 

Brooksville, FL

 

565,582

 

95,061

 

837,593

 

 

145,385

 

95,061

 

982,978

 

1,078,039

 

(189,738

)

1985

 

30 Years

 

Canterbury

 

Germantown, MD

 

31,680,000

 

2,781,300

 

28,442,498

 

 

2,577,530

 

2,781,300

 

31,020,028

 

33,801,328

 

(10,154,720

)

1986

 

30 Years

 

Canterbury Crossings

 

Lake Mary, FL

 

 

273,671

 

2,411,538

 

 

133,225

 

273,671

 

2,544,762

 

2,818,433

 

(416,515

)

1983

 

30 Years

 

Canyon Creek (CA)

 

San Ramon, CA

 

28,000,000

 

5,425,000

 

16,989,210

 

 

612,263

 

5,425,000

 

17,601,473

 

23,026,473

 

(1,803,650

)

1984

 

30 Years

 

Canyon Crest

 

Santa Clarita, CA

 

 

2,370,000

 

10,141,878

 

 

606,409

 

2,370,000

 

10,748,288

 

13,118,288

 

(1,966,118

)

1993

 

30 Years

 

Canyon Ridge

 

San Diego, CA

 

 

4,869,448

 

11,955,064

 

 

632,380

 

4,869,448

 

12,587,443

 

17,456,891

 

(2,816,007

)

1989

 

30 Years

 

Capital Ridge (REIT)

 

Tallahassee, FL

 

 

177,900

 

1,601,157

 

 

161,004

 

177,900

 

1,762,161

 

1,940,061

 

(204,209

)

1983

 

30 Years

 

Carlyle

 

Dallas, TX

 

8,390,752

 

1,890,000

 

14,148,059

 

 

54,824

 

1,890,000

 

14,202,883

 

16,092,883

 

(165,951

)

1993

 

30 Years

 

Carlyle Mill

 

Alexandria, VA

 

 

10,000,000

 

51,368,058

 

 

30,760

 

10,000,000

 

51,398,819

 

61,398,819

 

(1,041,988

)

2002

 

30 Years

 

Carmel Terrace

 

San Diego, CA

 

 

2,288,300

 

20,596,281

 

 

1,293,270

 

2,288,300

 

21,889,550

 

24,177,850

 

(7,227,950

)

1988-89

 

30 Years

 

Carriage Hill

 

Dublin, GA

 

 

131,911

 

1,162,577

 

 

91,057

 

131,911

 

1,253,634

 

1,385,544

 

(213,594

)

1985

 

30 Years

 

Casa Capricorn

 

San Diego, CA

 

 

1,262,700

 

11,365,093

 

 

1,523,245

 

1,262,700

 

12,888,338

 

14,151,038

 

(3,411,549

)

1981

 

30 Years

 

Casa Ruiz

 

San Diego, CA

 

 

3,922,400

 

9,389,153

 

 

1,416,601

 

3,922,400

 

10,805,755

 

14,728,155

 

(2,564,185

)

1976-1986

 

30 Years

 

Cascade at Landmark

 

Alexandria, VA

 

 

3,603,400

 

19,657,554

 

 

1,915,252

 

3,603,400

 

21,572,805

 

25,176,205

 

(5,242,514

)

1990

 

30 Years

 

Catalina Shores

 

Las Vegas, NV

 

 

1,227,000

 

11,042,867

 

 

1,278,659

 

1,227,000

 

12,321,525

 

13,548,525

 

(4,390,501

)

1989

 

30 Years

 

Cedar Glen

 

Reading, MA

 

3,829,887

 

1,248,505

 

8,346,003

 

 

225,439

 

1,248,505

 

8,571,442

 

9,819,947

 

(984,283

)

1980

 

30 Years

 

Cedar Hill

 

Knoxville, TN

 

1,413,125

 

204,792

 

1,804,444

 

 

167,656

 

204,792

 

1,972,100

 

2,176,892

 

(340,934

)

1986

 

30 Years

 

Cedargate (GA)

 

Lawrenceville, GA

 

 

205,043

 

1,806,656

 

 

117,345

 

205,043

 

1,924,002

 

2,129,045

 

(297,592

)

1983

 

30 Years

 

Cedargate (MI)

 

Michigan City, IN

 

756,761

 

120,378

 

1,060,663

 

 

117,564

 

120,378

 

1,178,226

 

1,298,605

 

(196,786

)

1983

 

30 Years

 

Cedargate (She)

 

Shelbyville, KY

 

1,121,367

 

158,685

 

1,398,041

 

 

210,089

 

158,685

 

1,608,129

 

1,766,815

 

(265,925

)

1984

 

30 Years

 

Cedargate I (Cla)

 

Clayton, OH

 

1,170,576

 

159,599

 

1,406,493

 

 

203,512

 

159,599

 

1,610,005

 

1,769,604

 

(283,582

)

1984

 

30 Years

 

Cedargate I (IN)

 

Bloomington, IN

 

 

191,650

 

1,688,648

 

 

192,915

 

191,650

 

1,881,564

 

2,073,214

 

(329,010

)

1983

 

30 Years

 

Cedargate I (OH)

 

Lancaster, OH

 

2,178,669

 

240,587

 

2,119,432

 

 

335,895

 

240,587

 

2,455,327

 

2,695,914

 

(431,492

)

1982

 

30 Years

 

Cedargate II (IN)

 

Bloomington, IN

 

 

165,041

 

1,454,189

 

 

133,663

 

165,041

 

1,587,851

 

1,752,892

 

(273,753

)

1985

 

30 Years

 

Cedargate II (OH)

 

Lancaster, OH

 

678,066

 

87,618

 

771,912

 

 

107,351

 

87,618

 

879,263

 

966,881

 

(164,259

)

1983

 

30 Years

 

Cedarwood I (FL)

 

Ocala, FL

 

104,000

 

119,470

 

1,052,657

 

 

173,223

 

119,470

 

1,225,880

 

1,345,350

 

(224,513

)

1978

 

30 Years

 

Cedarwood I (IN)

 

Goshen, IN

 

1,813,591

 

251,745

 

2,218,126

 

 

313,959

 

251,745

 

2,532,085

 

2,783,830

 

(438,488

)

1983/84

 

30 Years

 

Cedarwood I (KY)

 

Lexington, KY

 

 

106,681

 

939,874

 

 

177,739

 

106,681

 

1,117,614

 

1,224,294

 

(214,436

)

1984

 

30 Years

 

Cedarwood II (FL)

 

Ocala, FL

 

 

98,372

 

866,769

 

 

74,262

 

98,372

 

941,031

 

1,039,403

 

(165,376

)

1980

 

30 Years

 

Cedarwood II (KY)

 

Lexington, KY

 

969,000

 

106,724

 

940,357

 

 

163,842

 

106,724

 

1,104,198

 

1,210,923

 

(210,795

)

1986

 

30 Years

 

Cedarwood III (KY)

 

Lexington, KY

 

 

102,491

 

902,659

 

 

115,504

 

102,491

 

1,018,163

 

1,120,654

 

(186,443

)

1986

 

30 Years

 

S-2

 

 

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

 



.EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

CenterPointe

 

Beaverton, OR

 

 

3,432,000

 

15,708,853

 

 

1,826,461

 

3,432,000

 

17,535,313

 

20,967,313

 

(1,315,782

)

1996

 

30 Years

 

Centre Club

 

Ontario, CA

 

 

5,616,000

 

23,485,891

 

 

925,517

 

5,616,000

 

24,411,408

 

30,027,408

 

(2,895,879

)

1994

 

30 Years

 

Centre Club II

 

Ontario, CA

 

 

1,820,000

 

9,528,898

 

 

17,424

 

1,820,000

 

9,546,322

 

11,366,322

 

(544,431

)

2002

 

30 Years

 

Centre Lake III

 

Miami, FL

 

 

685,601

 

6,039,979

 

 

820,499

 

685,601

 

6,860,478

 

7,546,080

 

(1,133,451

)

1986

 

30 Years

 

Champion Oaks

 

Houston, TX

 

 

931,900

 

8,389,394

 

 

1,192,017

 

931,900

 

9,581,411

 

10,513,311

 

(3,503,621

)

1984

 

30 Years

 

Chandler Court

 

Chandler, AZ

 

 

1,353,100

 

12,175,173

 

 

2,113,107

 

1,353,100

 

14,288,279

 

15,641,379

 

(4,809,590

)

1987

 

30 Years

 

Chantecleer Lakes

 

Naperville, IL

 

(R)

 

6,689,400

 

16,332,279

 

 

1,515,130

 

6,689,400

 

17,847,409

 

24,536,809

 

(4,271,800

)

1986

 

30 Years

 

Charing Cross

 

Bowling Green, OH

 

 

154,584

 

1,362,057

 

 

174,728

 

154,584

 

1,536,785

 

1,691,370

 

(266,181

)

1978

 

30 Years

 

Chartwell Court

 

Houston, TX

 

 

1,215,700

 

12,801,855

 

 

635,765

 

1,215,700

 

13,437,620

 

14,653,320

 

(2,979,623

)

1995

 

30 Years

 

Chatelaine Park

 

Duluth, GA

 

 

1,818,000

 

24,489,671

 

 

652,454

 

1,818,000

 

25,142,125

 

26,960,125

 

(4,748,342

)

1995

 

30 Years

 

Chelsea Square

 

Redmond, WA

 

 

3,397,100

 

9,289,074

 

 

358,099

 

3,397,100

 

9,647,173

 

13,044,273

 

(1,949,277

)

1991

 

30 Years

 

Cherry Creek I,II,&III (TN)

 

Hermitage, TN

 

 

2,942,345

 

45,725,245

 

 

1,039,844

 

2,942,345

 

46,765,088

 

49,707,434

 

(8,082,409

)

1986/96

 

30 Years

 

Cherry Creek IV

 

Hermitage, TN

 

 

 

1,593

 

 

 

 

1,593

 

1,593

 

 

(F)

 

30 Years

 

Cherry Glen I

 

Indianapolis, IN

 

2,976,150

 

335,596

 

2,957,360

 

 

368,624

 

335,596

 

3,325,984

 

3,661,580

 

(607,889

)

1986/87

 

30 Years

 

Cherry Tree

 

Rosedale, MD

 

 

352,003

 

3,101,017

 

 

278,403

 

352,003

 

3,379,420

 

3,731,422

 

(563,128

)

1986

 

30 Years

 

Chestnut Glen

 

Abington, MA

 

5,560,074

 

1,178,965

 

7,881,139

 

 

209,098

 

1,178,965

 

8,090,237

 

9,269,202

 

(959,305

)

1983

 

30 Years

 

Chestnut Hills

 

Puyallup, WA

 

 

756,300

 

6,806,635

 

 

744,202

 

756,300

 

7,550,837

 

8,307,137

 

(1,937,398

)

1991

 

30 Years

 

Chickasaw Crossing

 

Orlando, FL

 

11,673,599

 

2,044,000

 

12,366,832

 

 

723,581

 

2,044,000

 

13,090,414

 

15,134,414

 

(2,622,770

)

1986

 

30 Years

 

Chimneys

 

Charlotte, NC

 

 

907,100

 

8,154,674

 

 

773,008

 

907,100

 

8,927,682

 

9,834,782

 

(2,367,424

)

1974

 

30 Years

 

Cierra Crest

 

Denver, CO

 

(R)

 

4,803,100

 

34,894,898

 

 

1,065,612

 

4,803,100

 

35,960,510

 

40,763,610

 

(7,848,621

)

1996

 

30 Years

 

Cimarron Ridge

 

Aurora, CO

 

 

1,591,100

 

14,320,031

 

 

1,940,643

 

1,591,100

 

16,260,674

 

17,851,774

 

(4,529,297

)

1984

 

30 Years

 

Claire Point

 

Jacksonville, FL

 

 

2,048,000

 

14,649,393

 

 

791,279

 

2,048,000

 

15,440,672

 

17,488,672

 

(3,153,258

)

1986

 

30 Years

 

Clarendon Centre

 

Arlington, VA (G)

 

 

10,500,000

 

52,952,770

 

 

11,059

 

10,500,000

 

52,963,829

 

63,463,829

 

(516,502

)

2003

 

30 Years

 

Clarion

 

Decatur, GA

 

 

1,504,300

 

13,537,919

 

 

731,482

 

1,504,300

 

14,269,401

 

15,773,701

 

(3,246,928

)

1990

 

30 Years

 

Clarys Crossing

 

Columbia, MD

 

 

891,000

 

15,489,721

 

 

753,285

 

891,000

 

16,243,006

 

17,134,006

 

(3,143,442

)

1984

 

30 Years

 

Classic, The

 

Stamford, CT

 

 

2,883,500

 

20,336,721

 

 

1,754,485

 

2,883,500

 

22,091,206

 

24,974,706

 

(5,087,375

)

1990

 

30 Years

 

Clearview I

 

Greenwood, IN

 

12,735

 

182,206

 

1,605,429

 

 

204,412

 

182,206

 

1,809,841

 

1,992,047

 

(330,895

)

1986

 

30 Years

 

Clearview II

 

Greenwood, IN

 

 

226,963

 

1,999,792

 

 

153,835

 

226,963

 

2,153,627

 

2,380,590

 

(370,478

)

1987

 

30 Years

 

Clearwater

 

Eastlake, OH

 

1,008,377

 

128,303

 

1,130,691

 

 

133,246

 

128,303

 

1,263,937

 

1,392,240

 

(210,247

)

1986

 

30 Years

 

Club at Tanasbourne

 

Hillsboro, OR

 

(Q)

 

3,521,300

 

16,257,934

 

 

1,542,767

 

3,521,300

 

17,800,702

 

21,322,002

 

(4,795,926

)

1990

 

30 Years

 

Club at the Green

 

Beaverton, OR

 

 

2,030,950

 

12,616,747

 

 

1,640,750

 

2,030,950

 

14,257,497

 

16,288,447

 

(3,691,780

)

1991

 

30 Years

 

Coach Lantern

 

Scarborough, ME

 

 

452,900

 

4,405,723

 

 

407,354

 

452,900

 

4,813,077

 

5,265,977

 

(1,124,765

)

1971/1981

 

30 Years

 

Coachlight Village

 

Agawam, MA

 

(P)

 

501,726

 

3,353,933

 

 

104,031

 

501,726

 

3,457,964

 

3,959,690

 

(419,501

)

1967

 

30 Years

 

Coachman Trails

 

Plymouth, MN

 

6,186,215

 

1,227,000

 

9,517,381

 

 

685,934

 

1,227,000

 

10,203,314

 

11,430,314

 

(2,190,215

)

1987

 

30 Years

 

Cobblestone Village

 

Fresno, CA

 

6,000,000

 

315,000

 

5,061,625

 

 

644,131

 

315,000

 

5,705,756

 

6,020,756

 

(674,109

)

1983

 

30 Years

 

Coconut Palm Club

 

Coconut Creek, GA

 

 

3,001,700

 

17,678,928

 

 

920,044

 

3,001,700

 

18,598,972

 

21,600,672

 

(3,945,397

)

1992

 

30 Years

 

Colinas Pointe

 

Denver, CO

 

 

1,587,400

 

14,285,902

 

 

817,668

 

1,587,400

 

15,103,570

 

16,690,970

 

(3,732,984

)

1986

 

30 Years

 

Collier Ridge

 

Atlanta, GA

 

 

5,100,000

 

20,425,822

 

 

1,936,841

 

5,100,000

 

22,362,663

 

27,462,663

 

(4,193,363

)

1980

 

30 Years

 

Colonial Village

 

Plainville,CT

 

(P)

 

693,575

 

4,636,410

 

 

372,972

 

693,575

 

5,009,382

 

5,702,957

 

(610,624

)

1968

 

30 Years

 

Concord Square (IN)

 

Kokomo, IN

 

 

123,247

 

1,085,962

 

 

143,899

 

123,247

 

1,229,861

 

1,353,108

 

(208,753

)

1983

 

30 Years

 

Concord Square I (OH)

 

Mansfield, OH

 

 

164,124

 

1,446,313

 

 

224,923

 

164,124

 

1,671,236

 

1,835,361

 

(280,823

)

1981/83

 

30 Years

 

Conway Court

 

Roslindale, MA

 

437,330

 

101,451

 

678,181

 

 

55,713

 

101,451

 

733,893

 

835,345

 

(93,202

)

1920

 

30 Years

 

Conway Station

 

Orlando, FL

 

 

1,936,000

 

10,852,858

 

 

705,999

 

1,936,000

 

11,558,857

 

13,494,857

 

(2,346,079

)

1987

 

30 Years

 

Copper Canyon

 

Highlands Ranch, CO

 

(O)

 

1,443,000

 

16,251,114

 

 

260,957

 

1,443,000

 

16,512,071

 

17,955,071

 

(2,850,931

)

1999

 

30 Years

 

Copper Creek

 

Tempe, AZ

 

 

1,017,400

 

9,148,068

 

 

761,019

 

1,017,400

 

9,909,087

 

10,926,487

 

(2,523,464

)

1984

 

30 Years

 

Copper Terrace

 

Orlando, FL

 

 

1,200,000

 

17,887,868

 

 

1,238,240

 

1,200,000

 

19,126,109

 

20,326,109

 

(3,846,952

)

1989

 

30 Years

 

Country Brook

 

Chandler, AZ

 

 

1,505,219

 

29,542,535

 

 

1,200,948

 

1,505,219

 

30,743,483

 

32,248,702

 

(6,799,223

)

1986-1996

 

30 Years

 

Country Club Place (FL)

 

Pembroke Pines, FL

 

 

912,000

 

10,016,543

 

 

815,674

 

912,000

 

10,832,217

 

11,744,217

 

(2,253,223

)

1987

 

30 Years

 

Country Club Village

 

Mill Creek, WA

 

 

1,150,500

 

10,352,179

 

 

810,551

 

1,150,500

 

11,162,730

 

12,313,230

 

(2,821,696

)

1991

 

30 Years

 

Country Club Woods

 

Mobile, AL (T)

 

4,205,983

 

230,091

 

5,561,464

 

 

612,245

 

230,091

 

6,173,709

 

6,403,799

 

(1,132,172

)

1975

 

30 Years

 

Country Gables

 

Beaverton, OR

 

7,381,733

 

1,580,500

 

14,215,444

 

 

2,287,624

 

1,580,500

 

16,503,067

 

18,083,567

 

(4,375,022

)

1991

 

30 Years

 

Country Gables II

 

Beaverton, OR

 

 

1,200,000

 

4,006

 

 

 

1,200,000

 

4,006

 

1,204,006

 

 

(F)

 

30 Years

 

Country Oaks

 

Agoura Hills, CA

 

29,412,000

 

6,105,000

 

19,963,237

 

 

467,023

 

6,105,000

 

20,430,260

 

26,535,260

 

(2,038,331

)

1985

 

30 Years

 

Country Ridge

 

Farmington Hills, MI

 

(J)

 

1,621,950

 

14,596,964

 

 

1,855,357

 

1,621,950

 

16,452,321

 

18,074,271

 

(4,746,860

)

1986

 

30 Years

 

Countryside I

 

Daytona Beach, FL

 

 

136,665

 

1,204,164

 

 

329,527

 

136,665

 

1,533,691

 

1,670,355

 

(280,401

)

1982

 

30 Years

 

Countryside II

 

Daytona Beach, FL

 

 

234,633

 

2,067,376

 

 

280,028

 

234,633

 

2,347,403

 

2,582,036

 

(393,407

)

1982

 

30 Years

 

Countryside III (REIT)

 

Daytona Beach, FL

 

 

80,000

 

719,868

 

 

95,039

 

80,000

 

814,907

 

894,907

 

(94,339

)

1983

 

30 Years

 

Countryside Manor

 

Douglasville, GA

 

 

298,186

 

2,627,348

 

 

264,826

 

298,186

 

2,892,174

 

3,190,360

 

(497,052

)

1985

 

30 Years

 

Cove at Fishers Landing

 

Vancouver, WA

 

 

2,277,000

 

15,656,887

 

 

213,817

 

2,277,000

 

15,870,703

 

18,147,703

 

(969,356

)

1993

 

30 Years

 

Coventry at Cityview

 

Fort Worth, TX

 

 

2,160,000

 

23,072,847

 

 

893,443

 

2,160,000

 

23,966,290

 

26,126,290

 

(4,602,705

)

1996

 

30 Years

 

Creekside (San Mateo)

 

San Mateo, CA

 

(R)

 

9,606,600

 

21,193,232

 

 

567,483

 

9,606,600

 

21,760,715

 

31,367,315

 

(4,309,404

)

1985

 

30 Years

 

Creekside Homes at Legacy

 

Plano. TX

 

 

4,560,000

 

32,275,748

 

 

716,908

 

4,560,000

 

32,992,656

 

37,552,656

 

(6,191,080

)

1998

 

30 Years

 

Creekside Village

 

Mountlake Terrace, WA

 

 

2,807,600

 

25,270,594

 

 

2,559,414

 

2,807,600

 

27,830,008

 

30,637,608

 

(9,547,510

)

1987

 

30 Years

 

Creekwood

 

Charlotte, NC

 

 

1,861,700

 

16,740,569

 

 

1,496,679

 

1,861,700

 

18,237,248

 

20,098,948

 

(4,405,600

)

1987-1990

 

30 Years

 

Crescent at Cherry Creek

 

Denver, CO

 

(O)

 

2,594,000

 

15,149,470

 

 

682,401

 

2,594,000

 

15,831,871

 

18,425,871

 

(3,584,024

)

1994

 

30 Years

 

Cross Creek

 

Matthews, NC

 

(R)

 

3,151,600

 

20,295,925

 

 

885,015

 

3,151,600

 

21,180,940

 

24,332,540

 

(4,527,753

)

1989

 

30 Years

 

Crosswinds

 

St. Petersburg, FL

 

 

1,561,200

 

5,756,822

 

 

1,082,122

 

1,561,200

 

6,838,944

 

8,400,144

 

(1,964,487

)

1986

 

30 Years

 

Crown Court

 

Scottsdale, AZ

 

(S)

 

3,156,600

 

28,414,599

 

 

2,134,029

 

3,156,600

 

30,548,628

 

33,705,228

 

(7,728,337

)

1987

 

30 Years

 

Crystal Village

 

Attleboro, MA

 

 

1,369,000

 

4,989,028

 

 

780,281

 

1,369,000

 

5,769,309

 

7,138,309

 

(1,439,283

)

1974

 

30 Years

 

Cypress

 

Panama City, FL

 

1,332,324

 

171,882

 

1,514,636

 

 

251,309

 

171,882

 

1,765,945

 

1,937,827

 

(316,059

)

1985

 

30 Years

 

Daniel Court

 

Cincinnati, OH

 

2,204,976

 

334,101

 

2,943,516

 

 

547,769

 

334,101

 

3,491,285

 

3,825,386

 

(663,570

)

1985

 

30 Years

 

Dartmouth Place I

 

Kent, OH

 

 

151,771

 

1,337,422

 

 

245,052

 

151,771

 

1,582,473

 

1,734,244

 

(278,331

)

1982

 

30 Years

 

Dartmouth Place II

 

Kent, OH

 

 

130,102

 

1,146,337

 

 

185,559

 

130,102

 

1,331,896

 

1,461,997

 

(218,901

)

1986

 

30 Years

 

S-3



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Dartmouth Woods

 

Lakewood, CO

 

(J)

 

1,609,800

 

10,832,754

 

 

759,479

 

1,609,800

 

11,592,233

 

13,202,033

 

(2,889,706

)

1990

 

30 Years

 

Dean Estates

 

Taunton, MA

 

 

498,080

 

3,329,560

 

 

159,846

 

498,080

 

3,489,406

 

3,987,486

 

(410,707

)

1984

 

30 Years

 

Dean Estates II

 

Cranston, RI

 

(P)

 

308,457

 

2,061,971

 

 

177,293

 

308,457

 

2,239,265

 

2,547,722

 

(283,697

)

1970

 

30 Years

 

Deerbrook

 

Jacksonville, FL

 

 

1,008,000

 

8,845,716

 

 

597,039

 

1,008,000

 

9,442,755

 

10,450,755

 

(1,986,256

)

1983

 

30 Years

 

Deerfield

 

Denver, CO

 

9,100,000

 

1,260,000

 

7,747,923

 

 

377,265

 

1,260,000

 

8,125,188

 

9,385,188

 

(936,656

)

1983

 

30 Years

 

Deerwood (Corona)

 

Corona, CA

 

14,015,373

 

4,742,200

 

20,272,892

 

 

1,444,874

 

4,742,200

 

21,717,766

 

26,459,966

 

(5,139,747

)

1992

 

30 Years

 

Deerwood (FL)

 

Eustis, FL

 

819,602

 

114,948

 

1,012,819

 

 

148,798

 

114,948

 

1,161,616

 

1,276,564

 

(211,385

)

1982

 

30 Years

 

Deerwood (SD)

 

San Diego, CA

 

 

2,082,095

 

18,739,815

 

 

4,172,345

 

2,082,095

 

22,912,160

 

24,994,255

 

(9,076,313

)

1990

 

30 Years

 

Defoor Village

 

Atlanta, GA

 

 

2,966,400

 

10,570,210

 

 

292,778

 

2,966,400

 

10,862,988

 

13,829,388

 

(2,210,875

)

1997

 

30 Years

 

Desert Homes

 

Phoenix, AZ

 

 

1,481,050

 

13,390,249

 

 

2,720,235

 

1,481,050

 

16,110,483

 

17,591,533

 

(4,876,686

)

1982

 

30 Years

 

Dogwood Glen I

 

Indianapolis, IN

 

1,702,607

 

240,855

 

2,122,193

 

 

243,047

 

240,855

 

2,365,241

 

2,606,095

 

(409,175

)

1986

 

30 Years

 

Dogwood Glen II

 

Indianapolis, IN

 

1,264,166

 

202,397

 

1,783,336

 

 

184,951

 

202,397

 

1,968,287

 

2,170,684

 

(347,073

)

1987

 

30 Years

 

Dos Caminos

 

Scottsdale, AZ

 

 

1,727,900

 

15,567,778

 

 

1,372,565

 

1,727,900

 

16,940,343

 

18,668,243

 

(4,405,780

)

1983

 

30 Years

 

Dover Place I

 

Eastlake, OH

 

 

244,294

 

2,152,494

 

 

233,535

 

244,294

 

2,386,029

 

2,630,323

 

(400,271

)

1982

 

30 Years

 

Dover Place II

 

Eastlake, OH

 

1,539,714

 

230,895

 

2,034,242

 

 

154,526

 

230,895

 

2,188,768

 

2,419,663

 

(348,537

)

1983

 

30 Years

 

Dover Place III

 

Eastlake, OH

 

729,517

 

119,835

 

1,055,878

 

 

57,939

 

119,835

 

1,113,817

 

1,233,652

 

(171,940

)

1983

 

30 Years

 

Dover Place IV

 

Eastlake, OH

 

1,771,685

 

261,912

 

2,307,730

 

 

127,876

 

261,912

 

2,435,605

 

2,697,517

 

(381,381

)

1986

 

30 Years

 

Driftwood

 

Atlantic Beach, FL

 

346,206

 

126,357

 

1,113,430

 

 

207,864

 

126,357

 

1,321,294

 

1,447,652

 

(249,005

)

1985

 

30 Years

 

Duraleigh Woods

 

Raleigh, NC

 

 

1,629,000

 

19,917,750

 

 

1,838,227

 

1,629,000

 

21,755,976

 

23,384,976

 

(4,514,232

)

1987

 

30 Years

 

Eagle Canyon

 

Chino Hills, CA

 

 

1,808,900

 

16,277,800

 

 

941,816

 

1,808,900

 

17,219,616

 

19,028,516

 

(4,675,780

)

1985

 

30 Years

 

East Pointe

 

Charlotte, NC

 

 

1,365,900

 

12,295,246

 

 

1,767,871

 

1,365,900

 

14,063,117

 

15,429,017

 

(5,474,277

)

1987

 

30 Years

 

Eastbridge

 

Dallas, TX

 

8,778,833

 

3,380,000

 

11,860,382

 

 

330,992

 

3,380,000

 

12,191,373

 

15,571,373

 

(1,089,357

)

1998

 

30 Years

 

Eastbridge II

 

Dallas, TX

 

 

140,000

 

 

 

 

140,000

 

 

 

140,000

 

 

(F)

 

30 Years

 

Edgewater

 

Bakersfield, CA

 

11,988,000

 

580,000

 

10,443,374

 

 

827,564

 

580,000

 

11,270,938

 

11,850,938

 

(1,308,911

)

1984

 

30 Years

 

Edgewood

 

Woodinville, WA

 

 

1,070,100

 

9,632,980

 

 

1,101,814

 

1,070,100

 

10,734,794

 

11,804,894

 

(3,741,531

)

1986

 

30 Years

 

Elmtree Park I

 

Indianapolis, IN

 

1,395,070

 

157,687

 

1,389,621

 

 

224,558

 

157,687

 

1,614,179

 

1,771,866

 

(304,652

)

1986

 

30 Years

 

Elmtree Park II

 

Indianapolis, IN

 

877,113

 

114,114

 

1,005,455

 

 

168,860

 

114,114

 

1,174,315

 

1,288,429

 

(223,059

)

1987

 

30 Years

 

Elmwood (GA)

 

Marietta, GA

 

 

183,756

 

1,619,095

 

 

209,343

 

183,756

 

1,828,438

 

2,012,194

 

(298,201

)

1984

 

30 Years

 

Elmwood I (FL)

 

W. Palm Beach, FL

 

316,202

 

163,389

 

1,439,632

 

 

118,753

 

163,389

 

1,558,385

 

1,721,774

 

(257,610

)

1984

 

30 Years

 

Elmwood II (FL)

 

W. Palm Beach, FL

 

1,255,588

 

179,743

 

1,582,960

 

 

114,068

 

179,743

 

1,697,029

 

1,876,772

 

(281,088

)

1984

 

30 Years

 

Emerson Place

 

Boston, MA (G)

 

 

14,855,000

 

57,566,636

 

 

10,397,420

 

14,855,000

 

67,964,056

 

82,819,056

 

(14,643,965

)

1962

 

30 Years

 

Emerson Place/CRP II

 

Boston, MA

 

 

 

683,507

 

 

 

 

683,507

 

683,507

 

 

(F)

 

30 Years

 

Enclave at Winston Park

 

Coconut Creek, FL

 

 

5,560,000

 

19,939,324

 

 

379,252

 

5,560,000

 

20,318,575

 

25,878,575

 

(1,300,224

)

1995

 

30 Years

 

Enclave, The

 

Tempe, AZ

 

(O)

 

1,500,192

 

19,281,399

 

 

421,543

 

1,500,192

 

19,702,942

 

21,203,134

 

(4,254,242

)

1994

 

30 Years

 

English Hills

 

Charlotte, NC

 

 

1,260,000

 

12,554,291

 

 

731,493

 

1,260,000

 

13,285,784

 

14,545,784

 

(2,746,260

)

1984

 

30 Years

 

Esprit Del Sol

 

Solana Beach, CA

 

 

5,111,200

 

11,910,438

 

 

652,531

 

5,111,200

 

12,562,969

 

17,674,169

 

(2,563,401

)

1986

 

30 Years

 

Essex Place

 

Overland Park, KS

 

 

1,835,400

 

16,513,586

 

 

3,707,024

 

1,835,400

 

20,220,610

 

22,056,010

 

(7,688,322

)

1970-84

 

30 Years

 

Essex Place (FL)

 

Tampa, FL

 

 

888,000

 

7,106,384

 

 

577,156

 

888,000

 

7,683,540

 

8,571,540

 

(1,599,948

)

1989

 

30 Years

 

Ethans Glen III

 

Kansas City, MO

 

2,364,258

 

246,500

 

2,223,049

 

 

191,659

 

246,500

 

2,414,708

 

2,661,208

 

(605,774

)

1990

 

30 Years

 

Ethans Ridge I

 

Kansas City, MO

 

16,216,607

 

1,948,300

 

17,573,970

 

 

3,774,105

 

1,948,300

 

21,348,075

 

23,296,375

 

(4,989,854

)

1988

 

30 Years

 

Ethans Ridge II

 

Kansas City, MO

 

10,981,324

 

1,468,135

 

13,183,141

 

 

1,123,613

 

1,468,135

 

14,306,755

 

15,774,889

 

(3,327,536

)

1990

 

30 Years

 

Fairfield

 

Stamford, CT (G)

 

 

6,510,200

 

39,690,120

 

 

782,946

 

6,510,200

 

40,473,066

 

46,983,266

 

(8,118,875

)

1996

 

30 Years

 

Fairland Gardens

 

Silver Spring, MD

 

 

6,000,000

 

19,972,183

 

 

1,675,050

 

6,000,000

 

21,647,233

 

27,647,233

 

(4,131,820

)

1981

 

30 Years

 

Farnham Park

 

Houston, TX

 

 

1,512,600

 

14,233,760

 

 

593,117

 

1,512,600

 

14,826,876

 

16,339,476

 

(3,222,268

)

1996

 

30 Years

 

Fernbrook Townhomes

 

Plymouth, MN

 

5,022,121

 

580,100

 

6,683,693

 

 

308,075

 

580,100

 

6,991,768

 

7,571,868

 

(1,373,584

)

1993

 

30 Years

 

Fireside Park

 

Rockville, MD

 

8,105,524

 

4,248,000

 

10,136,320

 

 

917,304

 

4,248,000

 

11,053,624

 

15,301,624

 

(2,166,778

)

1961

 

30 Years

 

Forest Glen

 

Pensacola, FL

 

 

161,548

 

1,423,618

 

 

244,112

 

161,548

 

1,667,730

 

1,829,278

 

(318,625

)

1986

 

30 Years

 

Forest Place

 

Tampa, FL

 

10,442,965

 

1,708,000

 

8,612,029

 

 

713,115

 

1,708,000

 

9,325,144

 

11,033,144

 

(2,042,277

)

1985

 

30 Years

 

Forest Ridge I & II

 

Arlington, TX

 

(S)

 

2,362,700

 

21,263,295

 

 

2,676,329

 

2,362,700

 

23,939,624

 

26,302,324

 

(7,489,196

)

1984/85

 

30 Years

 

Forest Village

 

Macon, GA

 

 

224,022

 

1,973,876

 

 

178,860

 

224,022

 

2,152,736

 

2,376,758

 

(367,493

)

1983

 

30 Years

 

Forsythia Court (KY)

 

Louisville, KY

 

1,806,094

 

279,450

 

2,462,187

 

 

298,343

 

279,450

 

2,760,530

 

3,039,980

 

(470,919

)

1985

 

30 Years

 

Forsythia Court (MD)

 

Abingdon, MD

 

1,978,858

 

251,955

 

2,220,100

 

 

338,493

 

251,955

 

2,558,593

 

2,810,548

 

(442,431

)

1986

 

30 Years

 

Forsythia Court II (MD)

 

Abingdon, MD

 

 

239,834

 

2,113,339

 

 

253,848

 

239,834

 

2,367,187

 

2,607,020

 

(407,886

)

1987

 

30 Years

 

Fountain Place I

 

Eden Prairie, MN

 

24,653,106

 

2,405,068

 

21,694,117

 

 

1,473,851

 

2,405,068

 

23,167,968

 

25,573,036

 

(5,247,718

)

1989

 

30 Years

 

Fountain Place II

 

Eden Prairie, MN

 

12,600,000

 

1,231,350

 

11,095,333

 

 

590,359

 

1,231,350

 

11,685,692

 

12,917,042

 

(2,590,795

)

1989

 

30 Years

 

Fountainhead I

 

San Antonio, TX

 

(M)

 

1,205,816

 

5,200,241

 

 

493,574

 

1,205,816

 

5,693,815

 

6,899,631

 

(3,523,450

)

1985/1987

 

30 Years

 

Fountainhead II

 

San Antonio, TX

 

(M)

 

1,205,817

 

4,529,801

 

 

1,118,976

 

1,205,817

 

5,648,777

 

6,854,594

 

(3,310,704

)

1985/1987

 

30 Years

 

Fountainhead III

 

San Antonio, TX

 

(M)

 

1,205,816

 

4,399,093

 

 

1,119,620

 

1,205,816

 

5,518,712

 

6,724,528

 

(3,024,645

)

1985/1987

 

30 Years

 

Fountains at Flamingo

 

Las Vegas, NV

 

 

3,183,100

 

28,650,076

 

 

2,215,600

 

3,183,100

 

30,865,675

 

34,048,775

 

(10,308,460

)

1989-91

 

30 Years

 

Four Lakes

 

Lisle, IL

 

 

1,271,723

 

7,212,717

 

 

8,731,038

 

1,271,723

 

15,943,755

 

17,215,478

 

(11,222,256

)

1968/1988

 

30 Years

 

Four Lakes 5

 

Lisle, IL

 

(M)

 

600,000

 

19,186,686

 

 

2,175,097

 

600,000

 

21,361,783

 

21,961,783

 

(11,301,501

)

1968/1988

 

30 Years

 

Four Lakes Athletic Club

 

Lisle, IL (G)

 

 

50,000

 

153,489

 

 

5,700

 

50,000

 

159,189

 

209,189

 

(22,923

)

N/A

 

30 Years

 

Four Lakes Condo, LLC Phase II

 

Lisle, IL

 

 

3,326

 

17,748

 

 

57,206

 

3,326

 

74,954

 

78,280

 

(19,629

)

1968/1988

 

30 Years

 

Four Lakes Condo, LLC Phase III

 

Lisle, IL

 

 

 

64,980

 

345,298

 

 

901,848

 

64,980

 

1,247,146

 

1,312,126

 

(383,491

)

1968/1988

 

30 Years

 

Four Lakes Condo, LLC Phase IV

 

Lisle, IL

 

 

 

192,826

 

1,006,054

 

 

2,339,103

 

192,826

 

3,345,157

 

3,537,983

 

(1,138,001

)

1968/1988

 

30 Years

 

Four Lakes Leasing Center

 

Lisle, IL (G)

 

 

50,000

 

152,815

 

 

39,397

 

50,000

 

192,212

 

242,212

 

(45,411

)

N/A

 

30 Years

 

Four Winds

 

Fall River, MA

 

(P)

 

1,370,843

 

9,163,804

 

 

333,883

 

1,370,843

 

9,497,687

 

10,868,530

 

(1,141,478

)

1987

 

30 Years

 

Fox Hill Apartments

 

Enfield, CT

 

(P)

 

1,129,018

 

7,547,256

 

 

273,807

 

1,129,018

 

7,821,063

 

8,950,082

 

(961,261

)

1974

 

30 Years

 

Fox Ridge

 

Englewood, CO

 

20,300,000

 

2,490,000

 

17,509,781

 

 

839,076

 

2,490,000

 

18,348,857

 

20,838,857

 

(1,968,797

)

1984

 

30 Years

 

Fox Run (WA)

 

Federal Way, WA

 

 

639,700

 

5,765,018

 

 

945,835

 

639,700

 

6,710,853

 

7,350,553

 

(2,486,554

)

1988

 

30 Years

 

Fox Run II (WA)

 

Federal Way, WA

 

 

80,000

 

1,285,753

 

 

74

 

80,000

 

1,285,828

 

1,365,828

 

(10,005

)

1988

 

30 Years

 

Foxcroft

 

Scarborough, ME

 

 

523,400

 

4,527,409

 

 

417,495

 

523,400

 

4,944,904

 

5,468,304

 

(1,166,433

)

1977/1979

 

30 Years

 

Foxhaven

 

Canton, OH

 

 

256,821

 

2,263,172

 

 

403,260

 

256,821

 

2,666,432

 

2,923,253

 

(467,377

)

1986

 

30 Years

 

S-4



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Foxton (MI)

 

Monroe, MI

 

 

156,363

 

1,377,824

 

 

150,730

 

156,363

 

1,528,554

 

1,684,916

 

(251,810

)

1983

 

30 Years

 

Foxton II (OH)

 

Dayton, OH

 

 

165,806

 

1,460,832

 

 

123,295

 

165,806

 

1,584,128

 

1,749,933

 

(277,840

)

1983

 

30 Years

 

Gables Grand Plaza

 

Coral Gables, FL (G)

 

 

 

44,550,159

 

 

(2,510

)

 

44,547,649

 

44,547,649

 

 

1998

 

30 Years

 

Garden Court

 

Detriot, MI

 

1,999,217

 

351,532

 

3,096,890

 

 

201,687

 

351,532

 

3,298,577

 

3,650,109

 

(528,412

)

1988

 

30 Years

 

Garden Lake

 

Riverdale, GA

 

 

1,466,900

 

13,186,716

 

 

949,830

 

1,466,900

 

14,136,546

 

15,603,446

 

(3,397,944

)

1991

 

30 Years

 

Garden Terrace I

 

Tampa, FL

 

 

93,144

 

820,699

 

 

233,484

 

93,144

 

1,054,183

 

1,147,327

 

(212,935

)

1981

 

30 Years

 

Garden Terrace II

 

Tampa, FL

 

 

97,120

 

855,730

 

 

264,195

 

97,120

 

1,119,925

 

1,217,045

 

(208,244

)

1982

 

30 Years

 

Gatehouse at Pine Lake

 

Pembroke Pines, FL

 

 

1,896,600

 

17,070,795

 

 

1,159,177

 

1,896,600

 

18,229,971

 

20,126,571

 

(4,930,504

)

1990

 

30 Years

 

Gatehouse on the Green

 

Plantation, FL

 

 

2,228,200

 

20,056,270

 

 

1,457,878

 

2,228,200

 

21,514,149

 

23,742,349

 

(5,828,531

)

1990

 

30 Years

 

Gates at Carlson Center

 

Minnetonka, MN

 

(N)

 

4,355,200

 

23,802,817

 

 

4,825,455

 

4,355,200

 

28,628,272

 

32,983,472

 

(5,993,560

)

1989

 

30 Years

 

Gates of Redmond

 

Redmond, WA

 

 

2,306,100

 

12,064,015

 

 

811,035

 

2,306,100

 

12,875,050

 

15,181,150

 

(3,056,854

)

1979

 

30 Years

 

Gateway at Malden Center

 

Malden, MA (G)

 

 

9,209,780

 

25,722,666

 

 

221,491

 

9,209,780

 

25,944,157

 

35,153,937

 

(796,146

)

1988

 

30 Years

 

Gateway Villas

 

Scottsdale, AZ

 

 

1,431,048

 

14,926,833

 

 

428,579

 

1,431,048

 

15,355,411

 

16,786,459

 

(3,339,754

)

1995

 

30 Years

 

Gatewood

 

Pleasanton, CA

 

 

6,796,511

 

20,249,622

 

 

30,273

 

6,796,511

 

20,279,896

 

27,076,407

 

(380,578

)

1985

 

30 Years

 

Geary Court Yard

 

San Francisco, CA

 

17,693,865

 

1,722,400

 

15,471,429

 

 

747,681

 

1,722,400

 

16,219,110

 

17,941,510

 

(3,609,452

)

1990

 

30 Years

 

Georgian Woods Combined (REIT)

 

Wheaton, MD

 

17,730,364

 

5,038,400

 

28,837,369

 

 

3,972,015

 

5,038,400

 

32,809,384

 

37,847,784

 

(10,176,730

)

1967

 

30 Years

 

Glastonbury Center

 

Glastonbury, CT

 

 

852,606

 

5,699,497

 

 

335,777

 

852,606

 

6,035,274

 

6,887,880

 

(740,709

)

1962

 

30 Years

 

Glen Arm Manor

 

Albany, GA

 

1,084,827

 

166,498

 

1,466,883

 

 

200,180

 

166,498

 

1,667,063

 

1,833,562

 

(289,400

)

1986

 

30 Years

 

Glen Grove

 

Wellesley, MA

 

4,384,766

 

1,344,601

 

8,988,383

 

 

261,035

 

1,344,601

 

9,249,418

 

10,594,019

 

(1,055,786

)

1979

 

30 Years

 

Glen Meadow

 

Franklin, MA

 

2,119,554

 

2,339,330

 

15,637,944

 

 

1,232,875

 

2,339,330

 

16,870,819

 

19,210,149

 

(2,136,919

)

1971

 

30 Years

 

GlenGarry Club

 

Bloomingdale, IL

 

(N)

 

3,129,700

 

15,807,889

 

 

1,405,187

 

3,129,700

 

17,213,076

 

20,342,776

 

(3,944,780

)

1989

 

30 Years

 

Glenlake

 

Glendale Heights. IL

 

14,845,000

 

5,041,700

 

16,671,970

 

 

3,753,038

 

5,041,700

 

20,425,007

 

25,466,707

 

(4,895,465

)

1988

 

30 Years

 

Glenwood Village

 

Macon, GA

 

1,028,084

 

167,779

 

1,478,614

 

 

211,635

 

167,779

 

1,690,249

 

1,858,028

 

(294,733

)

1986

 

30 Years

 

Gosnold Grove

 

East Falmouth, MA

 

626,089

 

124,296

 

830,891

 

 

92,695

 

124,296

 

923,585

 

1,047,881

 

(131,431

)

1978

 

30 Years

 

Gramercy Park

 

Houston, TX

 

 

3,957,000

 

22,075,243

 

 

868,722

 

3,957,000

 

22,943,965

 

26,900,965

 

(1,612,126

)

1998

 

30 Years

 

Granada Highlands

 

Malden, MA (G)

 

 

28,210,000

 

99,944,576

 

 

4,979,484

 

28,210,000

 

104,924,061

 

133,134,061

 

(16,150,482

)

1972

 

30 Years

 

Grand Reserve

 

Woodbury, MN

 

 

4,728,000

 

49,541,642

 

 

405,595

 

4,728,000

 

49,947,237

 

54,675,237

 

(5,255,198

)

2000

 

30 Years

 

Grandview I & II

 

Las Vegas, NV

 

 

2,333,300

 

15,527,831

 

 

1,678,550

 

2,333,300

 

17,206,381

 

19,539,681

 

(3,780,143

)

1980

 

30 Years

 

Greenbriar (AL)

 

Montgomery, AL (T)

 

1,955,138

 

94,356

 

2,051,619

 

 

148,611

 

94,356

 

2,200,230

 

2,294,585

 

(399,276

)

1979

 

30 Years

 

Greenbriar Glen

 

Altlanta, GA

 

1,426,032

 

227,701

 

2,006,246

 

 

130,859

 

227,701

 

2,137,105

 

2,364,806

 

(341,705

)

1988

 

30 Years

 

Greenfield Village

 

Rocky Hill, CT

 

 

911,534

 

6,093,418

 

 

118,291

 

911,534

 

6,211,709

 

7,123,243

 

(758,411

)

1965

 

30 Years

 

Greengate (FL)

 

W. Palm Beach, FL

 

 

2,500,000

 

1,615,859

 

 

253,002

 

2,500,000

 

1,868,860

 

4,368,860

 

(288,329

)

1987

 

30 Years

 

Greenglen (Day)

 

Dayton, OH

 

 

204,289

 

1,800,172

 

 

229,297

 

204,289

 

2,029,469

 

2,233,758

 

(351,530

)

1983

 

30 Years

 

Greenglen II (Tol)

 

Toledo, OH

 

 

162,264

 

1,429,719

 

 

116,893

 

162,264

 

1,546,612

 

1,708,876

 

(253,204

)

1982

 

30 Years

 

Greenhaven

 

Union City, CA

 

10,975,000

 

7,507,000

 

15,210,399

 

 

1,087,571

 

7,507,000

 

16,297,969

 

23,804,969

 

(3,369,270

)

1983

 

30 Years

 

Greenhouse - Frey Road

 

Kennesaw, GA

 

(M)

 

2,467,200

 

22,187,443

 

 

2,772,524

 

2,467,200

 

24,959,967

 

27,427,167

 

(8,979,451

)

1985

 

30 Years

 

Greenhouse - Holcomb Bridge

 

Alpharetta, GA

 

(M)

 

2,143,300

 

19,291,427

 

 

2,673,448

 

2,143,300

 

21,964,875

 

24,108,175

 

(8,009,439

)

1985

 

30 Years

 

Greenhouse - Roswell

 

Roswell, GA

 

(M)

 

1,220,000

 

10,974,727

 

 

1,751,899

 

1,220,000

 

12,726,626

 

13,946,626

 

(4,689,647

)

1985

 

30 Years

 

Greentree 1

 

Glen Burnie, MD

 

10,844,013

 

3,912,968

 

11,784,021

 

 

1,728,928

 

3,912,968

 

13,512,949

 

17,425,917

 

(2,661,555

)

1973

 

30 Years

 

Greentree 2

 

Glen Burnie, MD

 

 

2,700,000

 

8,246,737

 

 

839,300

 

2,700,000

 

9,086,037

 

11,786,037

 

(1,694,772

)

1973

 

30 Years

 

Greentree 3

 

Glen Burnie, MD

 

 

2,380,443

 

7,270,294

 

 

667,562

 

2,380,443

 

7,937,856

 

10,318,299

 

(1,497,480

)

1973

 

30 Years

 

Greentree I (GA) (REIT)

 

Thomasville, GA

 

644,781

 

84,750

 

762,659

 

 

72,070

 

84,750

 

834,729

 

919,479

 

(103,197

)

1983

 

30 Years

 

Greentree II (GA) (REIT)

 

Thomasville, GA

 

485,131

 

81,000

 

729,283

 

 

48,938

 

81,000

 

778,221

 

859,221

 

(93,853

)

1984

 

30 Years

 

Greystone

 

Atlanta, GA

 

 

2,252,000

 

5,204,901

 

 

1,753,999

 

2,252,000

 

6,958,900

 

9,210,900

 

(1,886,375

)

1960

 

30 Years

 

Gwinnett Crossing

 

Duluth, GA

 

 

2,632,000

 

32,016,496

 

 

2,051,565

 

2,632,000

 

34,068,061

 

36,700,061

 

(6,923,249

)

1989/90

 

30 Years

 

Hall Place

 

Quincy, MA

 

 

3,150,800

 

5,121,950

 

 

466,108

 

3,150,800

 

5,588,058

 

8,738,858

 

(1,074,481

)

1998

 

30 Years

 

Hammocks Place

 

Miami, FL

 

(L)

 

319,180

 

12,513,467

 

 

1,417,966

 

319,180

 

13,931,433

 

14,250,613

 

(5,321,723

)

1986

 

30 Years

 

Hampshire II

 

Elyria, OH

 

812,292

 

126,231

 

1,112,036

 

 

98,222

 

126,231

 

1,210,257

 

1,336,489

 

(205,745

)

1981

 

30 Years

 

Hamptons

 

Puyallup, WA

 

 

1,119,200

 

10,075,844

 

 

812,564

 

1,119,200

 

10,888,409

 

12,007,609

 

(2,773,542

)

1991

 

30 Years

 

Harbinwood

 

Norcross, GA

 

 

236,761

 

2,086,122

 

 

226,974

 

236,761

 

2,313,096

 

2,549,857

 

(394,496

)

1985

 

30 Years

 

Harborview

 

Rancho Palos Verdes, CA

 

 

6,402,500

 

12,627,347

 

 

848,212

 

6,402,500

 

13,475,559

 

19,878,059

 

(3,409,240

)

1985

 

30 Years

 

Harbour Town

 

Boca Raton, FL

 

 

11,760,000

 

20,190,252

 

 

2,975,951

 

11,760,000

 

23,166,203

 

34,926,203

 

(3,346,788

)

1985

 

30 Years

 

Hartwick

 

Tipton, IN

 

106,072

 

123,791

 

1,090,729

 

 

159,881

 

123,791

 

1,250,610

 

1,374,401

 

(215,222

)

1982

 

30 Years

 

Harvest Grove I

 

Gahanna, OH

 

1,535,294

 

170,334

 

1,500,232

 

 

233,189

 

170,334

 

1,733,421

 

1,903,755

 

(308,630

)

1986

 

30 Years

 

Harvest Grove II

 

Gahanna, OH

 

 

148,792

 

1,310,818

 

 

83,763

 

148,792

 

1,394,581

 

1,543,372

 

(231,708

)

1987

 

30 Years

 

Hatcherway

 

Waycross, GA

 

698,356

 

96,885

 

853,716

 

 

204,092

 

96,885

 

1,057,808

 

1,154,694

 

(212,391

)

1986

 

30 Years

 

Hathaway

 

Long Beach, CA

 

 

2,512,500

 

22,611,912

 

 

2,781,413

 

2,512,500

 

25,393,325

 

27,905,825

 

(7,560,146

)

1987

 

30 Years

 

Hayfield Park

 

Burlington, KY

 

1,534,250

 

261,457

 

2,303,394

 

 

195,969

 

261,457

 

2,499,364

 

2,760,820

 

(417,142

)

1986

 

30 Years

 

Heathmoore (Eva)

 

Evansville, IN

 

1,066,549

 

162,375

 

1,430,747

 

 

236,295

 

162,375

 

1,667,041

 

1,829,416

 

(287,481

)

1984

 

30 Years

 

Heathmoore (KY)

 

Louisville, KY

 

 

156,840

 

1,381,730

 

 

174,412

 

156,840

 

1,556,142

 

1,712,982

 

(268,576

)

1983

 

30 Years

 

Heathmoore (MI)

 

Clinton Twp., MI

 

1,617,149

 

227,105

 

2,001,243

 

 

239,460

 

227,105

 

2,240,702

 

2,467,807

 

(376,528

)

1983

 

30 Years

 

Heathmoore I (IN)

 

Indianapolis, IN

 

1,165,705

 

144,557

 

1,273,702

 

 

194,265

 

144,557

 

1,467,967

 

1,612,524

 

(272,089

)

1983

 

30 Years

 

Heathmoore I (MI)

 

Canton, MI

 

1,521,755

 

232,064

 

2,044,227

 

 

193,800

 

232,064

 

2,238,027

 

2,470,090

 

(378,496

)

1986

 

30 Years

 

Heathmoore II (MI)

 

Canton, MI

 

 

170,433

 

1,501,697

 

 

106,284

 

170,433

 

1,607,981

 

1,778,414

 

(269,136

)

1986

 

30 Years

 

Heritage Green

 

Sturbridge, MA

 

3,077,500

 

835,313

 

5,583,898

 

 

298,147

 

835,313

 

5,882,045

 

6,717,358

 

(702,525

)

1974

 

30 Years

 

Heritage, The

 

Phoenix, AZ

 

 

1,211,205

 

13,136,903

 

 

514,028

 

1,211,205

 

13,650,931

 

14,862,136

 

(3,012,706

)

1995

 

30 Years

 

Heron Cove

 

Coral Springs, FL

 

 

823,000

 

8,114,762

 

 

1,154,249

 

823,000

 

9,269,010

 

10,092,010

 

(3,333,853

)

1987

 

30 Years

 

Heron Pointe

 

Boynton Beach, FL

 

 

1,546,700

 

7,774,676

 

 

874,290

 

1,546,700

 

8,648,966

 

10,195,666

 

(2,414,897

)

1989

 

30 Years

 

Heron Pointe (Atl)

 

Atlantic Beach, FL

 

1,566,550

 

214,332

 

1,888,814

 

 

294,302

 

214,332

 

2,183,116

 

2,397,449

 

(412,181

)

1986

 

30 Years

 

Heron Run

 

Plantation, FL

 

 

917,800

 

9,006,476

 

 

1,156,720

 

917,800

 

10,163,196

 

11,080,996

 

(3,785,135

)

1987

 

30 Years

 

Heronwood (REIT)

 

Ft. Myers, FL

 

1,180,784

 

146,100

 

1,315,211

 

 

74,978

 

146,100

 

1,390,189

 

1,536,289

 

(161,691

)

1982

 

30 Years

 

Hessian Hills

 

Charlottesville, VA (T)

 

5,710,473

 

181,229

 

5,024,415

 

 

324,664

 

181,229

 

5,349,079

 

5,530,308

 

(916,847

)

1966

 

30 Years

 

Hickory Mill

 

Hillard, OH

 

 

161,714

 

1,424,682

 

 

182,415

 

161,714

 

1,607,097

 

1,768,811

 

(290,608

)

1980

 

30 Years

 

S-5



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Hickory Place

 

Gainesville, FL

 

1,268,144

 

192,453

 

1,695,454

 

 

262,591

 

192,453

 

1,958,045

 

2,150,498

 

(351,557

)

1983

 

30 Years

 

Hidden Acres

 

Sarasota, FL

 

1,601,965

 

253,139

 

2,230,579

 

 

318,423

 

253,139

 

2,549,002

 

2,802,141

 

(421,977

)

1987

 

30 Years

 

Hidden Lake

 

Sacramento, CA

 

15,165,000

 

1,715,000

 

11,776,408

 

 

616,648

 

1,715,000

 

12,393,055

 

14,108,055

 

(1,388,645

)

1985

 

30 Years

 

Hidden Lakes

 

Haltom City, TX

 

 

1,872,000

 

20,242,109

 

 

803,145

 

1,872,000

 

21,045,254

 

22,917,254

 

(4,074,586

)

1996

 

30 Years

 

Hidden Oaks

 

Cary, NC

 

 

1,178,600

 

10,614,135

 

 

1,287,127

 

1,178,600

 

11,901,262

 

13,079,862

 

(3,096,509

)

1988

 

30 Years

 

Hidden Palms

 

Tampa, FL

 

 

2,049,600

 

6,345,885

 

 

1,274,722

 

2,049,600

 

7,620,607

 

9,670,207

 

(2,134,207

)

1986

 

30 Years

 

Hidden Pines

 

Casselberry, FL

 

19,562

 

176,308

 

1,553,565

 

 

319,393

 

176,308

 

1,872,959

 

2,049,267

 

(337,256

)

1981

 

30 Years

 

Hidden Valley Club

 

Ann Arbor, MI

 

 

915,000

 

6,667,098

 

 

3,356,198

 

915,000

 

10,023,296

 

10,938,296

 

(6,876,495

)

1973

 

30 Years

 

High Meadow

 

Ellington, CT

 

4,170,141

 

583,679

 

3,901,774

 

 

180,038

 

583,679

 

4,081,812

 

4,665,491

 

(498,058

)

1975

 

30 Years

 

High Points

 

New Port Richey, FL

 

 

222,308

 

1,958,772

 

 

332,726

 

222,308

 

2,291,498

 

2,513,806

 

(431,757

)

1986

 

30 Years

 

High River

 

Tuscaloosa, AL (T)

 

3,612,197

 

208,108

 

3,663,221

 

 

581,848

 

208,108

 

4,245,069

 

4,453,177

 

(771,146

)

1978

 

30 Years

 

Highland Creste

 

Kent, WA

 

 

935,200

 

8,415,391

 

 

910,177

 

935,200

 

9,325,568

 

10,260,768

 

(2,517,609

)

1989

 

30 Years

 

Highland Glen

 

Westwood, MA

 

 

2,229,095

 

16,828,153

 

 

173,665

 

2,229,095

 

17,001,818

 

19,230,914

 

(1,837,484

)

1979

 

30 Years

 

Highland Glen II

 

Westwood, MA

 

 

603,508

 

225,427

 

 

 

603,508

 

225,427

 

828,935

 

 

(F)

 

30 Years

 

Highland Point

 

Aurora, CO

 

(Q)

 

1,631,900

 

14,684,439

 

 

1,240,766

 

1,631,900

 

15,925,205

 

17,557,105

 

(4,010,545

)

1984

 

30 Years

 

Highline Oaks

 

Denver, CO

 

(M)

 

1,057,400

 

9,340,249

 

 

1,115,704

 

1,057,400

 

10,455,953

 

11,513,353

 

(2,852,695

)

1986

 

30 Years

 

Hillcrest Villas

 

Crestview, FL

 

928,180

 

141,603

 

1,247,677

 

 

167,212

 

141,603

 

1,414,889

 

1,556,492

 

(252,319

)

1985

 

30 Years

 

Hillside Manor

 

Americus, GA

 

 

102,632

 

904,111

 

 

297,971

 

102,632

 

1,202,082

 

1,304,715

 

(227,777

)

1985

 

30 Years

 

Holly Ridge

 

Pembroke Park, FL

 

 

295,596

 

2,603,985

 

 

336,564

 

295,596

 

2,940,549

 

3,236,145

 

(500,104

)

1986

 

30 Years

 

Holly Sands I

 

Ft. Walton Bch.,FL

 

 

190,942

 

1,682,524

 

 

248,871

 

190,942

 

1,931,396

 

2,122,338

 

(355,946

)

1985

 

30 Years

 

Holly Sands II

 

Ft. Walton Bch., FL

 

1,009,375

 

124,578

 

1,098,074

 

 

139,794

 

124,578

 

1,237,868

 

1,362,446

 

(227,442

)

1986

 

30 Years

 

Horizon Place

 

Tampa, FL

 

12,214,972

 

2,128,000

 

12,086,937

 

 

893,829

 

2,128,000

 

12,980,766

 

15,108,766

 

(2,730,785

)

1985

 

30 Years

 

Hunt Club

 

Charlotte, NC

 

 

990,000

 

17,992,887

 

 

803,985

 

990,000

 

18,796,873

 

19,786,873

 

(3,677,311

)

1990

 

30 Years

 

Hunt Club II

 

Charlotte, NC

 

 

100,000

 

 

 

 

100,000

 

 

100,000

 

 

(F)

 

30 Years

 

Hunters Green

 

Fort Worth, TX

 

 

524,300

 

3,653,481

 

 

1,172,900

 

524,300

 

4,826,381

 

5,350,681

 

(2,143,330

)

1981

 

30 Years

 

Hunters Ridge

 

St. Louis, MO

 

10,875,000

 

994,500

 

8,913,997

 

 

1,254,091

 

994,500

 

10,168,087

 

11,162,587

 

(2,771,420

)

1986-1987

 

30 Years

 

Huntington Park

 

Everett, WA

 

 

1,597,500

 

14,367,864

 

 

1,428,118

 

1,597,500

 

15,795,982

 

17,393,482

 

(5,889,740

)

1991

 

30 Years

 

Independence Village

 

Reynoldsbury, OH

 

 

226,988

 

2,000,011

 

 

312,736

 

226,988

 

2,312,747

 

2,539,734

 

(421,523

)

1978

 

30 Years

 

Indian Bend

 

Scottsdale, AZ

 

 

1,075,700

 

9,675,133

 

 

1,760,874

 

1,075,700

 

11,436,007

 

12,511,707

 

(4,609,437

)

1973

 

30 Years

 

Indian Lake I

 

Morrow, GA

 

 

839,669

 

7,398,395

 

 

472,654

 

839,669

 

7,871,049

 

8,710,717

 

(1,271,013

)

1987

 

30 Years

 

Indian Ridge I (REIT)

 

Tallahassee, FL

 

 

135,500

 

1,218,598

 

 

104,014

 

135,500

 

1,322,612

 

1,458,112

 

(158,798

)

1981

 

30 Years

 

Indian Ridge II (REIT)

 

Tallahassee, FL

 

 

94,300

 

849,192

 

 

43,709

 

94,300

 

892,900

 

987,200

 

(105,262

)

1982

 

30 Years

 

Indian Tree

 

Arvada, CO

 

 

881,225

 

4,552,815

 

 

1,467,348

 

881,225

 

6,020,162

 

6,901,387

 

(2,532,785

)

1983

 

30 Years

 

Indigo Springs

 

Kent, WA

 

 

1,270,500

 

11,446,902

 

 

1,668,696

 

1,270,500

 

13,115,598

 

14,386,098

 

(3,721,211

)

1991

 

30 Years

 

Iris Glen

 

Conyers, GA

 

1,690,858

 

270,458

 

2,383,030

 

 

135,392

 

270,458

 

2,518,422

 

2,788,880

 

(413,216

)

1984

 

30 Years

 

Ironwood at the Ranch

 

Wesminster, CO

 

 

1,493,300

 

13,439,305

 

 

1,054,232

 

1,493,300

 

14,493,537

 

15,986,837

 

(3,556,587

)

1986

 

30 Years

 

Isle at Arrowhead Ranch

 

Glendale, AZ

 

 

1,650,237

 

19,593,123

 

 

490,544

 

1,650,237

 

20,083,667

 

21,733,904

 

(4,354,235

)

1996

 

30 Years

 

Isles at Sawgrass

 

Sunrise, FL

 

 

7,360,000

 

18,750,693

 

 

669,222

 

7,360,000

 

19,419,915

 

26,779,915

 

(1,489,544

)

1991-1995

 

30 Years

 

Ivy Place

 

Atlanta, GA

 

 

802,950

 

7,228,257

 

 

1,002,964

 

802,950

 

8,231,221

 

9,034,171

 

(2,440,111

)

1978

 

30 Years

 

Jaclen Towers

 

Beverly, NJ

 

1,931,232

 

437,072

 

2,921,735

 

 

311,683

 

437,072

 

3,233,418

 

3,670,490

 

(408,530

)

1976

 

30 Years

 

James Street Crossing

 

Kent, WA

 

16,379,123

 

2,081,254

 

18,748,337

 

 

902,580

 

2,081,254

 

19,650,917

 

21,732,171

 

(4,521,418

)

1989

 

30 Years

 

Jefferson Way I

 

Orange Park, FL

 

1,000,621

 

147,799

 

1,302,268

 

 

213,943

 

147,799

 

1,516,211

 

1,664,009

 

(261,167

)

1987

 

30 Years

 

Junipers at Yarmouth

 

Yarmouth, ME

 

 

1,355,700

 

7,860,135

 

 

1,218,108

 

1,355,700

 

9,078,243

 

10,433,943

 

(2,479,976

)

1970

 

30 Years

 

Jupiter Cove I

 

Jupiter, FL

 

1,534,955

 

233,932

 

2,060,900

 

 

340,302

 

233,932

 

2,401,202

 

2,635,134

 

(432,481

)

1987

 

30 Years

 

Jupiter Cove II

 

Jupiter, FL

 

1,510,840

 

1,220,000

 

483,833

 

 

232,546

 

1,220,000

 

716,379

 

1,936,379

 

(124,206

)

1987

 

30 Years

 

Jupiter Cove III

 

Jupiter, FL

 

1,614,862

 

242,010

 

2,131,722

 

 

190,403

 

242,010

 

2,322,124

 

2,564,134

 

(380,555

)

1987

 

30 Years

 

Kempton Downs

 

Gresham, OR

 

 

1,217,349

 

10,943,372

 

 

1,719,024

 

1,217,349

 

12,662,396

 

13,879,745

 

(4,392,810

)

1990

 

30 Years

 

Ketwood

 

Kettering, OH

 

 

266,443

 

2,347,655

 

 

319,934

 

266,443

 

2,667,588

 

2,934,032

 

(468,735

)

1979

 

30 Years

 

Keystone

 

Austin, TX

 

 

498,500

 

4,487,295

 

 

1,189,416

 

498,500

 

5,676,711

 

6,175,211

 

(2,188,810

)

1981

 

30 Years

 

Kings Colony

 

Savannah, GA

 

1,953,145

 

230,149

 

2,027,865

 

 

208,914

 

230,149

 

2,236,779

 

2,466,928

 

(401,102

)

1987

 

30 Years

 

Kingsport

 

Alexandria, VA

 

 

1,262,250

 

12,479,294

 

 

2,184,087

 

1,262,250

 

14,663,381

 

15,925,631

 

(5,196,163

)

1986

 

30 Years

 

Kirby Place

 

Houston, TX

 

 

3,621,600

 

25,896,774

 

 

1,107,079

 

3,621,600

 

27,003,853

 

30,625,453

 

(6,099,623

)

1994

 

30 Years

 

La Costa Brava (ORL)

 

Orlando, FL

 

 

206,626

 

3,652,534

 

 

4,582,120

 

206,626

 

8,234,654

 

8,441,280

 

(5,400,567

)

1967

 

30 Years

 

La Mariposa

 

Mesa, AZ

 

 

2,047,539

 

12,466,128

 

 

920,563

 

2,047,539

 

13,386,691

 

15,434,230

 

(3,215,195

)

1986

 

30 Years

 

La Mirage

 

San Diego, CA

 

 

28,895,200

 

95,567,943

 

 

4,629,747

 

28,895,200

 

100,197,689

 

129,092,889

 

(23,154,151

)

1988/1992

 

30 Years

 

La Mirage IV

 

San Diego, CA

 

 

6,000,000

 

47,449,353

 

 

31,426

 

6,000,000

 

47,480,779

 

53,480,779

 

(3,449,516

)

2001

 

30 Years

 

La Tour Fontaine

 

Houston, TX

 

 

2,916,000

 

15,917,178

 

 

746,660

 

2,916,000

 

16,663,838

 

19,579,838

 

(3,141,090

)

1994

 

30 Years

 

Ladera

 

Phoenix, AZ

 

(Q)

 

2,978,879

 

20,640,453

 

 

553,120

 

2,978,879

 

21,193,573

 

24,172,452

 

(4,569,115

)

1995

 

30 Years

 

Laguna Clara

 

Santa Clara, CA

 

17,218,594

 

13,642,420

 

29,591,154

 

 

 

13,642,420

 

29,591,154

 

43,233,574

 

 

1972

 

30 Years

 

Lakes at Vinings

 

Atlanta, GA

 

21,228,864

 

6,498,000

 

21,832,252

 

 

1,857,222

 

6,498,000

 

23,689,474

 

30,187,474

 

(5,102,363

)

1972/1975

 

30 Years

 

Lakeshore at Preston

 

Plano, TX

 

 

3,325,800

 

15,208,348

 

 

705,863

 

3,325,800

 

15,914,211

 

19,240,011

 

(3,323,759

)

1992

 

30 Years

 

Lakeshore I (GA)

 

Ft. Oglethorpe, GA

 

1,202,296

 

169,375

 

1,492,378

 

 

314,210

 

169,375

 

1,806,588

 

1,975,963

 

(348,809

)

1986

 

30 Years

 

Lakeview

 

Lodi, CA

 

7,286,000

 

950,000

 

5,368,814

 

 

753,391

 

950,000

 

6,122,205

 

7,072,205

 

(667,447

)

1983

 

30 Years

 

Lakeville Resort

 

Petaluma, CA

 

 

2,736,500

 

24,610,651

 

 

2,267,325

 

2,736,500

 

26,877,976

 

29,614,476

 

(7,542,217

)

1984

 

30 Years

 

Lakewood

 

Tulsa, OK

 

5,600,000

 

855,000

 

6,480,729

 

 

544,060

 

855,000

 

7,024,789

 

7,879,789

 

(800,024

)

1985

 

30 Years

 

Lakewood Greens

 

Dallas, TX

 

7,889,779

 

2,019,600

 

9,026,907

 

 

518,134

 

2,019,600

 

9,545,041

 

11,564,641

 

(2,121,180

)

1986

 

30 Years

 

Lakewood Oaks

 

Dallas, TX

 

 

1,631,600

 

14,686,192

 

 

1,785,640

 

1,631,600

 

16,471,832

 

18,103,432

 

(5,859,403

)

1987

 

30 Years

 

Landera

 

San Antonio, TX

 

 

766,300

 

6,896,811

 

 

974,748

 

766,300

 

7,871,559

 

8,637,859

 

(2,174,112

)

1983

 

30 Years

 

Landings at Port Imperial

 

W. New York, NJ

 

 

27,246,045

 

37,741,050

 

 

320,319

 

27,246,045

 

38,061,369

 

65,307,414

 

(4,049,899

)

1999

 

30 Years

 

Lantern Cove

 

Foster City, CA

 

36,403,000

 

6,945,000

 

21,363,313

 

 

493,094

 

6,945,000

 

21,856,407

 

28,801,407

 

(2,094,988

)

1985

 

30 Years

 

Larkspur I (Hil)

 

Hillard, OH

 

 

179,628

 

1,582,519

 

 

237,357

 

179,628

 

1,819,876

 

1,999,505

 

(315,900

)

1983

 

30 Years

 

Larkspur Shores

 

Hillard, OH

 

 

17,107,300

 

31,399,237

 

 

3,408,139

 

17,107,300

 

34,807,376

 

51,914,676

 

(7,616,905

)

1983

 

30 Years

 

Larkspur Woods

 

Sacramento, CA

 

 

5,802,900

 

14,576,106

 

 

956,229

 

5,802,900

 

15,532,336

 

21,335,236

 

(3,688,075

)

1989/1993

 

30 Years

 

S-6



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

LaSalle

 

Beaverton, OR (G)

 

34,457,723

 

7,202,000

 

35,877,612

 

 

540,440

 

7,202,000

 

36,418,052

 

43,620,052

 

(1,469,173

)

1998

 

30 Years

 

Laurel Bay

 

Ypsilanti, MI

 

 

186,004

 

1,639,366

 

 

243,186

 

186,004

 

1,882,552

 

2,068,556

 

(294,196

)

1989

 

30 Years

 

Laurel Glen

 

Acworth, GA

 

1,655,375

 

289,509

 

2,550,891

 

 

125,457

 

289,509

 

2,676,348

 

2,965,857

 

(435,570

)

1986

 

30 Years

 

Laurel Ridge

 

Chapel Hill, NC

 

 

160,000

 

3,206,076

 

 

2,767,295

 

160,000

 

5,973,371

 

6,133,371

 

(3,939,631

)

1975

 

30 Years

 

Laurel Ridge II

 

Chapel Hill, NC

 

 

22,551

 

 

 

 

22,551

 

 

22,551

 

 

(F)

 

30 Years

 

Legends at Preston

 

Morrisville, NC

 

 

3,056,000

 

27,150,721

 

 

161,848

 

3,056,000

 

27,312,569

 

30,368,569

 

(3,074,635

)

2000

 

30 Years

 

Lexford Apartment Homes

 

Miami, FL

 

1,251,771

 

191,986

 

1,691,254

 

 

102,501

 

191,986

 

1,793,755

 

1,985,740

 

(298,469

)

1987

 

30 Years

 

Lexington Farm

 

Alpharetta, GA

 

 

3,521,900

 

22,888,305

 

 

729,469

 

3,521,900

 

23,617,774

 

27,139,674

 

(4,496,160

)

1995

 

30 Years

 

Lexington Glen

 

Atlanta, GA

 

 

5,760,000

 

40,190,507

 

 

1,753,846

 

5,760,000

 

41,944,353

 

47,704,353

 

(7,922,605

)

1990

 

30 Years

 

Lexington Park

 

Orlando, FL

 

 

2,016,000

 

12,346,726

 

 

1,124,523

 

2,016,000

 

13,471,249

 

15,487,249

 

(2,795,260

)

1988

 

30 Years

 

Liberty Park

 

Brain Tree, MA

 

26,500,000

 

5,977,504

 

26,748,835

 

 

41,570

 

5,977,504

 

26,790,404

 

32,767,908

 

(666,101

)

2000

 

30 Years

 

Lincoln Heights

 

Quincy, MA

 

(R)

 

5,928,400

 

33,595,262

 

 

844,350

 

5,928,400

 

34,439,612

 

40,368,012

 

(7,441,230

)

1991

 

30 Years

 

Lindendale

 

Columbus, OH

 

1,278,195

 

209,159

 

1,842,816

 

 

232,857

 

209,159

 

2,075,673

 

2,284,831

 

(364,076

)

1987

 

30 Years

 

Link Terrace

 

Hinesville, GA

 

 

121,839

 

1,073,581

 

 

121,572

 

121,839

 

1,195,153

 

1,316,991

 

(213,471

)

1984

 

30 Years

 

Little Cottonwoods

 

Tempe, AZ

 

 

3,050,133

 

26,991,689

 

 

1,269,107

 

3,050,133

 

28,260,796

 

31,310,929

 

(6,363,126

)

1984

 

30 Years

 

Lodge (OK), The

 

Tulsa, OK

 

 

313,371

 

2,750,936

 

 

1,801,875

 

313,371

 

4,552,811

 

4,866,182

 

(3,450,634

)

1979

 

30 Years

 

Lodge (TX), The

 

San Antonio, TX

 

 

1,363,636

 

7,464,586

 

 

2,647,480

 

1,363,636

 

10,112,066

 

11,475,702

 

(5,609,478

)

1989/1990

 

30 Years

 

Lofton Place

 

Tampa, FL

 

 

2,240,000

 

16,679,214

 

 

1,145,363

 

2,240,000

 

17,824,577

 

20,064,577

 

(3,597,111

)

1988

 

30 Years

 

Longfellow Glen

 

Sudbury, MA

 

4,455,640

 

1,094,273

 

7,314,994

 

 

810,952

 

1,094,273

 

8,125,946

 

9,220,219

 

(943,465

)

1984

 

30 Years

 

Longfellow Place

 

Boston, MA (G)

 

 

53,164,160

 

183,940,619

 

 

17,900,681

 

53,164,160

 

201,841,299

 

255,005,459

 

(32,606,747

)

1975

 

30 Years

 

Longwood

 

Decatur, GA

 

 

1,454,048

 

13,087,837

 

 

1,007,910

 

1,454,048

 

14,095,747

 

15,549,795

 

(5,017,875

)

1992

 

30 Years

 

Longwood (KY)

 

Lexington,KY

 

 

146,309

 

1,289,042

 

 

227,359

 

146,309

 

1,516,401

 

1,662,710

 

(265,061

)

1985

 

30 Years

 

Loomis Manor

 

West Hartford, CT

 

(P)

 

422,350

 

2,823,326

 

 

209,855

 

422,350

 

3,033,180

 

3,455,531

 

(368,682

)

1948

 

30 Years

 

Madison at Cedar Springs

 

Dallas, TX

 

(R)

 

2,470,000

 

33,194,620

 

 

591,474

 

2,470,000

 

33,786,094

 

36,256,094

 

(6,285,987

)

1995

 

30 Years

 

Madison at Chase Oaks

 

Plano, TX

 

 

3,055,000

 

28,932,885

 

 

1,122,355

 

3,055,000

 

30,055,240

 

33,110,240

 

(5,761,731

)

1995

 

30 Years

 

Madison at River Sound

 

Lawrenceville, GA

 

 

3,666,999

 

47,387,106

 

 

875,883

 

3,666,999

 

48,262,989

 

51,929,988

 

(8,971,295

)

1996

 

30 Years

 

Madison at Round Grove

 

Lewisville, TX

 

(Q)

 

2,626,000

 

25,682,373

 

 

852,183

 

2,626,000

 

26,534,556

 

29,160,556

 

(5,141,833

)

1995

 

30 Years

 

Madison at Scofield Farms

 

Austin, TX

 

12,414,810

 

2,080,000

 

14,597,971

 

 

787,658

 

2,080,000

 

15,385,629

 

17,465,629

 

(1,986,745

)

1996

 

30 Years

 

Madison at Stone Creek

 

Austin, TX

 

 

2,535,000

 

22,611,700

 

 

972,558

 

2,535,000

 

23,584,257

 

26,119,257

 

(4,661,613

)

1995

 

30 Years

 

Madison at the Arboretum

 

Austin, TX

 

 

1,046,500

 

9,638,269

 

 

644,716

 

1,046,500

 

10,282,985

 

11,329,485

 

(2,095,876

)

1995

 

30 Years

 

Madison at Walnut Creek

 

Austin, TX

 

 

2,737,600

 

14,623,574

 

 

1,111,692

 

2,737,600

 

15,735,266

 

18,472,866

 

(3,799,889

)

1994

 

30 Years

 

Madison at Wells Branch

 

Austin, TX

 

 

2,377,344

 

16,370,879

 

 

1,024,280

 

2,377,344

 

17,395,159

 

19,772,503

 

(2,280,909

)

1995

 

30 Years

 

Madison on Melrose

 

Richardson, TX

 

 

1,300,000

 

15,096,551

 

 

369,407

 

1,300,000

 

15,465,958

 

16,765,958

 

(2,935,773

)

1995

 

30 Years

 

Madison on the Parkway

 

Dallas, TX

 

 

2,444,000

 

22,505,043

 

 

831,323

 

2,444,000

 

23,336,366

 

25,780,366

 

(4,544,039

)

1995

 

30 Years

 

Magnolia at Whitlock

 

Marietta, GA

 

 

132,979

 

1,526,005

 

 

3,045,874

 

132,979

 

4,571,879

 

4,704,858

 

(2,563,939

)

1971

 

30 Years

 

Mallard Cove at Conway

 

Orlando, FL

 

 

600,000

 

3,528,927

 

 

4,854,512

 

600,000

 

8,383,439

 

8,983,439

 

(6,723,478

)

1974

 

30 Years

 

Manchester (REIT)

 

Jacksonville, FL

 

1,225,161

 

184,100

 

1,657,194

 

 

177,236

 

184,100

 

1,834,430

 

2,018,530

 

(208,744

)

1985

 

30 Years

 

Marabou Mills I

 

Indianapolis, IN

 

1,309,314

 

224,178

 

1,974,952

 

 

212,941

 

224,178

 

2,187,894

 

2,412,072

 

(395,402

)

1986

 

30 Years

 

Marabou Mills II

 

Indianapolis, IN

 

 

192,186

 

1,693,220

 

 

114,302

 

192,186

 

1,807,523

 

1,999,709

 

(307,394

)

1987

 

30 Years

 

Marabou Mills III

 

Indianapolis, IN

 

1,140,520

 

171,557

 

1,511,602

 

 

96,584

 

171,557

 

1,608,186

 

1,779,743

 

(269,669

)

1987

 

30 Years

 

Mariner Club (FL)

 

Pembroke Pines, FL

 

 

1,824,500

 

20,771,566

 

 

742,678

 

1,824,500

 

21,514,245

 

23,338,745

 

(4,193,912

)

1988

 

30 Years

 

Mariners Wharf

 

Orange Park, FL

 

 

1,861,200

 

16,744,951

 

 

912,236

 

1,861,200

 

17,657,187

 

19,518,387

 

(4,080,948

)

1989

 

30 Years

 

Marks

 

Englewood, CO (G)

 

19,555,000

 

4,928,500

 

44,621,814

 

 

2,830,926

 

4,928,500

 

47,452,740

 

52,381,240

 

(11,526,228

)

1987

 

30 Years

 

Marquessa

 

Corona Hills, CA

 

 

6,888,500

 

21,604,584

 

 

1,178,143

 

6,888,500

 

22,782,727

 

29,671,227

 

(5,356,992

)

1992

 

30 Years

 

Marsh Landing I

 

Brunswick, GA

 

 

133,193

 

1,173,573

 

 

247,645

 

133,193

 

1,421,218

 

1,554,411

 

(267,421

)

1984

 

30 Years

 

Marshlanding II

 

Brunswick, GA

 

897,899

 

111,187

 

979,679

 

 

135,848

 

111,187

 

1,115,527

 

1,226,714

 

(204,497

)

1986

 

30 Years

 

Martha Lake

 

Lynnwood, WA

 

 

821,200

 

7,405,070

 

 

1,064,882

 

821,200

 

8,469,952

 

9,291,152

 

(2,179,816

)

1991

 

30 Years

 

Martins Landing

 

Roswell, GA

 

12,053,837

 

4,802,000

 

12,899,972

 

 

1,323,275

 

4,802,000

 

14,223,247

 

19,025,247

 

(3,138,598

)

1972

 

30 Years

 

McDowell Place

 

Naperville, IL

 

(R)

 

2,580,400

 

23,209,629

 

 

2,025,661

 

2,580,400

 

25,235,290

 

27,815,690

 

(6,941,706

)

1988

 

30 Years

 

Meadow Ridge

 

Norwich, CT

 

4,370,997

 

747,957

 

4,999,937

 

 

140,072

 

747,957

 

5,140,009

 

5,887,965

 

(629,611

)

1987

 

30 Years

 

Meadowland

 

Bogart, GA

 

 

152,395

 

1,342,663

 

 

73,532

 

152,395

 

1,416,195

 

1,568,590

 

(240,286

)

1984

 

30 Years

 

Meadowood (Cin)

 

Cincinnati, OH

 

 

330,734

 

2,913,731

 

 

390,863

 

330,734

 

3,304,594

 

3,635,329

 

(550,138

)

1985

 

30 Years

 

Meadowood (Cuy)

 

Cuyahoga Falls, OH

 

 

201,407

 

1,774,784

 

 

167,838

 

201,407

 

1,942,622

 

2,144,029

 

(320,778

)

1985

 

30 Years

 

Meadowood (Fra)

 

Franklin, IN

 

947,128

 

129,252

 

1,138,733

 

 

174,664

 

129,252

 

1,313,398

 

1,442,649

 

(243,947

)

1983

 

30 Years

 

Meadowood (New)

 

Newburgh, IN

 

919,719

 

131,546

 

1,159,064

 

 

125,546

 

131,546

 

1,284,609

 

1,416,155

 

(229,522

)

1984

 

30 Years

 

Meadowood (Nic)

 

Nicholasville, KY

 

1,328,849

 

173,223

 

1,526,283

 

 

244,499

 

173,223

 

1,770,782

 

1,944,005

 

(313,205

)

1983

 

30 Years

 

Meadowood (Tem)

 

Temperance, MI

 

1,283,716

 

173,675

 

1,530,262

 

 

142,185

 

173,675

 

1,672,448

 

1,846,122

 

(265,125

)

1984

 

30 Years

 

Meadowood Apts. (Man)

 

Mansfield, OH

 

 

118,504

 

1,044,002

 

 

158,963

 

118,504

 

1,202,965

 

1,321,469

 

(213,492

)

1983

 

30 Years

 

Meadowood I (GA)

 

Norcross, GA

 

 

205,468

 

1,810,393

 

 

235,153

 

205,468

 

2,045,546

 

2,251,014

 

(340,338

)

1982

 

30 Years

 

Meadowood I (OH)

 

Columbus, OH

 

 

146,912

 

1,294,458

 

 

273,880

 

146,912

 

1,568,338

 

1,715,251

 

(299,537

)

1984

 

30 Years

 

Meadowood II (GA)

 

Norcross, GA

 

 

176,968

 

1,559,544

 

 

161,838

 

176,968

 

1,721,383

 

1,898,351

 

(287,797

)

1984

 

30 Years

 

Meadowood II (OH)

 

Columbus, OH

 

459,027

 

57,802

 

509,199

 

 

94,716

 

57,802

 

603,914

 

661,716

 

(113,445

)

1985

 

30 Years

 

Meadows I (OH), The

 

Columbus, OH

 

 

150,800

 

1,328,616

 

 

210,077

 

150,800

 

1,538,693

 

1,689,493

 

(279,263

)

1985

 

30 Years

 

Meadows II (OH), The

 

Columbus, OH

 

1,111,775

 

186,636

 

1,644,521

 

 

207,033

 

186,636

 

1,851,553

 

2,038,190

 

(320,475

)

1987

 

30 Years

 

Meldon Place

 

Toledo, OH

 

2,249,605

 

288,434

 

2,541,701

 

 

550,421

 

288,434

 

3,092,121

 

3,380,555

 

(631,049

)

1978

 

30 Years

 

Merrifield

 

Salisbury, MD

 

1,896,952

 

268,712

 

2,367,645

 

 

267,130

 

268,712

 

2,634,774

 

2,903,486

 

(429,408

)

1988

 

30 Years

 

Merrill Creek

 

Lakewood, WA

 

 

814,200

 

7,330,606

 

 

393,087

 

814,200

 

7,723,692

 

8,537,892

 

(1,905,149

)

1994

 

30 Years

 

Merritt at Satellite Place

 

Duluth, GA

 

(S)

 

3,400,000

 

30,115,674

 

 

475,100

 

3,400,000

 

30,590,775

 

33,990,775

 

(4,658,938

)

1999

 

30 Years

 

Mesa Del Oso

 

Albuquerque, NM

 

10,713,135

 

4,305,000

 

12,112,957

 

 

412,694

 

4,305,000

 

12,525,651

 

16,830,651

 

(1,357,722

)

1983

 

30 Years

 

Miguel Place

 

Port Richey, FL

 

1,403,066

 

199,349

 

1,756,482

 

 

358,751

 

199,349

 

2,115,234

 

2,314,583

 

(388,464

)

1987

 

30 Years

 

Mill Creek

 

Milpitas, CA

 

 

12,858,693

 

57,169,503

 

 

210,628

 

12,858,693

 

57,380,131

 

70,238,824

 

(1,269,479

)

1991

 

30 Years

 

Mill Pond

 

Millersville, MD

 

7,300,000

 

2,880,000

 

8,468,462

 

 

808,831

 

2,880,000

 

9,277,293

 

12,157,293

 

(1,990,989

)

1984

 

30 Years

 

Millburn

 

Stow, OH

 

145,715

 

192,062

 

1,692,276

 

 

155,273

 

192,062

 

1,847,549

 

2,039,611

 

(292,721

)

1984

 

30 Years

 

S-7



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Millburn Court I

 

Centerville, OH

 

 

260,000

 

1,246,757

 

 

108,217

 

260,000

 

1,354,973

 

1,614,973

 

(172,398

)

1979

 

30 Years

 

Millburn Court II

 

Centerville, OH

 

861,778

 

122,870

 

1,082,698

 

 

276,032

 

122,870

 

1,358,730

 

1,481,600

 

(263,079

)

1981

 

30 Years

 

Mira Flores

 

Palm Beach Gardens, FL

 

 

7,040,000

 

22,515,299

 

 

438,429

 

7,040,000

 

22,953,728

 

29,993,728

 

(1,595,208

)

1996

 

30 Years

 

Mission Bay

 

Orlando, FL

 

 

2,432,000

 

21,623,560

 

 

939,384

 

2,432,000

 

22,562,945

 

24,994,945

 

(4,360,176

)

1991

 

30 Years

 

Mission Hills

 

Oceanside, CA

 

10,134,515

 

5,640,000

 

21,130,732

 

 

582,953

 

5,640,000

 

21,713,686

 

27,353,686

 

(2,467,374

)

1984

 

30 Years

 

Misty Woods

 

Cary, NC

 

 

720,790

 

18,063,934

 

 

2,149,310

 

720,790

 

20,213,245

 

20,934,035

 

(4,545,442

)

1984

 

30 Years

 

Montecito

 

Valencia, CA

 

 

8,400,000

 

24,709,146

 

 

334,382

 

8,400,000

 

25,043,527

 

33,443,527

 

(2,665,642

)

1999

 

30 Years

 

Montevista

 

Dallas, TX

 

 

3,931,550

 

19,788,568

 

 

296,953

 

3,931,550

 

20,085,521

 

24,017,071

 

(1,263,755

)

2000

 

30 Years

 

Montgomery Court I (MI)

 

Haslett, MI

 

1,138,082

 

156,298

 

1,377,153

 

 

303,477

 

156,298

 

1,680,631

 

1,836,928

 

(283,780

)

1984

 

30 Years

 

Montgomery Court I (OH)

 

Dublin, OH

 

1,214,586

 

163,755

 

1,442,643

 

 

325,062

 

163,755

 

1,767,705

 

1,931,460

 

(325,104

)

1985

 

30 Years

 

Montgomery Court II (OH)

 

Dublin, OH

 

 

149,734

 

1,319,417

 

 

183,986

 

149,734

 

1,503,403

 

1,653,137

 

(259,673

)

1986

 

30 Years

 

Montierra

 

Scottsdale, AZ

 

 

3,455,000

 

17,266,787

 

 

275,377

 

3,455,000

 

17,542,163

 

20,997,163

 

(3,027,446

)

1999

 

30 Years

 

Montierra (CA)

 

San Diego, CA

 

17,854,489

 

8,160,000

 

29,360,938

 

 

923,201

 

8,160,000

 

30,284,140

 

38,444,140

 

(3,492,052

)

1990

 

30 Years

 

Montrose Square

 

Columbus, OH

 

 

193,266

 

1,703,260

 

 

422,073

 

193,266

 

2,125,333

 

2,318,599

 

(422,489

)

1987

 

30 Years

 

Morgan Trace

 

Union City, GA

 

 

239,102

 

2,105,728

 

 

265,209

 

239,102

 

2,370,937

 

2,610,039

 

(390,908

)

1986

 

30 Years

 

Morningside

 

Scottsdale, AZ

 

 

670,470

 

12,607,976

 

 

607,884

 

670,470

 

13,215,860

 

13,886,330

 

(2,946,762

)

1989

 

30 Years

 

Mosswood I

 

Winter Springs, FL

 

 

163,294

 

1,438,796

 

 

286,405

 

163,294

 

1,725,201

 

1,888,494

 

(290,728

)

1981

 

30 Years

 

Mosswood II

 

Winter Springs, FL

 

1,459,292

 

275,330

 

2,426,158

 

 

393,309

 

275,330

 

2,819,466

 

3,094,796

 

(452,962

)

1982

 

30 Years

 

Mountain Park Ranch

 

Phoenix, AZ

 

(O)

 

1,662,332

 

18,260,276

 

 

701,252

 

1,662,332

 

18,961,528

 

20,623,860

 

(4,314,000

)

1994

 

30 Years

 

Mountain Terrace

 

Stevenson Ranch, CA

 

 

3,966,500

 

35,814,995

 

 

1,542,719

 

3,966,500

 

37,357,714

 

41,324,214

 

(9,452,567

)

1992

 

30 Years

 

Nehoiden Glen

 

Needham, MA

 

1,847,102

 

634,538

 

4,241,755

 

 

223,809

 

634,538

 

4,465,564

 

5,100,102

 

(507,814

)

1978

 

30 Years

 

Newberry I

 

Lansing, MI

 

 

183,509

 

1,616,913

 

 

241,612

 

183,509

 

1,858,526

 

2,042,035

 

(329,531

)

1985

 

30 Years

 

Newberry II

 

Lansing, MI

 

 

142,292

 

1,253,951

 

 

150,661

 

142,292

 

1,404,612

 

1,546,905

 

(246,293

)

1986

 

30 Years

 

Newport Heights

 

Tukwila, WA

 

 

391,200

 

3,522,780

 

 

632,572

 

391,200

 

4,155,352

 

4,546,552

 

(1,519,227

)

1985

 

30 Years

 

Noonan Glen

 

Winchester, MA

 

505,024

 

151,344

 

1,011,700

 

 

97,651

 

151,344

 

1,109,351

 

1,260,695

 

(135,487

)

1983

 

30 Years

 

North Creek (Everett)

 

Evertt, WA

 

 

3,967,500

 

12,387,190

 

 

1,740,126

 

3,967,500

 

14,127,316

 

18,094,816

 

(2,873,005

)

1986

 

30 Years

 

North Hill

 

Atlanta, GA

 

15,121,418

 

2,525,300

 

18,550,989

 

 

4,879,368

 

2,525,300

 

23,430,358

 

25,955,658

 

(7,306,484

)

1984

 

30 Years

 

Northampton 1

 

Largo, MD

 

19,437,031

 

1,843,200

 

17,528,381

 

 

3,242,996

 

1,843,200

 

20,771,377

 

22,614,577

 

(7,849,730

)

1977

 

30 Years

 

Northampton 2

 

Largo, MD

 

 

1,513,500

 

14,246,990

 

 

1,605,977

 

1,513,500

 

15,852,967

 

17,366,467

 

(5,416,200

)

1988

 

30 Years

 

Northglen

 

Valencia, CA

 

14,763,217

 

9,360,000

 

20,778,553

 

 

453,019

 

9,360,000

 

21,231,571

 

30,591,571

 

(2,333,760

)

1988

 

30 Years

 

Northridge

 

Pleasant Hill, CA

 

 

5,527,800

 

14,691,705

 

 

1,723,826

 

5,527,800

 

16,415,530

 

21,943,330

 

(3,582,454

)

1974

 

30 Years

 

Northridge (GA)

 

Carrolton, GA

 

 

238,811

 

2,104,181

 

 

156,121

 

238,811

 

2,260,302

 

2,499,113

 

(379,644

)

1985

 

30 Years

 

Northrup Court I

 

Coraopolis, PA

 

1,303,218

 

189,246

 

1,667,463

 

 

153,310

 

189,246

 

1,820,772

 

2,010,018

 

(310,384

)

1985

 

30 Years

 

Northrup Court II

 

Coraopolis, PA

 

 

157,190

 

1,385,018

 

 

109,719

 

157,190

 

1,494,737

 

1,651,927

 

(255,225

)

1985

 

30 Years

 

Northwoods Village

 

Cary, NC

 

 

1,369,700

 

11,460,337

 

 

1,355,284

 

1,369,700

 

12,815,621

 

14,185,321

 

(3,314,062

)

1986

 

30 Years

 

Norton Glen

 

Norton, MA

 

4,355,502

 

1,012,556

 

6,768,727

 

 

1,419,546

 

1,012,556

 

8,188,273

 

9,200,828

 

(955,948

)

1983

 

30 Years

 

Nova Glen I

 

Daytona Beach, FL

 

 

142,086

 

1,251,930

 

 

417,167

 

142,086

 

1,669,097

 

1,811,182

 

(318,504

)

1984

 

30 Years

 

Nova Glen II

 

Daytona Beach, FL

 

 

175,168

 

1,543,420

 

 

367,494

 

175,168

 

1,910,914

 

2,086,082

 

(329,396

)

1986

 

30 Years

 

Novawood I

 

Daytona Beach, FL

 

149,213

 

122,311

 

1,077,897

 

 

240,064

 

122,311

 

1,317,962

 

1,440,273

 

(231,569

)

1980

 

30 Years

 

Novawood II

 

Daytona Beach, FL

 

 

144,401

 

1,272,484

 

 

166,421

 

144,401

 

1,438,905

 

1,583,306

 

(242,003

)

1980

 

30 Years

 

Oak Gardens

 

Hollywood, FL

 

 

329,968

 

2,907,288

 

 

295,242

 

329,968

 

3,202,529

 

3,532,497

 

(519,339

)

1988

 

30 Years

 

Oak Mill 2

 

Germantown, MD

 

9,600,000

 

854,133

 

9,010,184

 

 

843,223

 

854,133

 

9,853,407

 

10,707,540

 

(3,110,938

)

1985

 

30 Years

 

Oak Park North

 

Agoura Hills, CA

 

(I)

 

1,706,900

 

15,362,666

 

 

659,670

 

1,706,900

 

16,022,336

 

17,729,236

 

(4,707,467

)

1990

 

30 Years

 

Oak Park South

 

Agoura Hills, CA

 

(I)

 

1,683,800

 

15,154,608

 

 

741,287

 

1,683,800

 

15,895,894

 

17,579,694

 

(4,721,882

)

1989

 

30 Years

 

Oak Ridge

 

Clermont, FL

 

1,153,709

 

173,617

 

1,529,936

 

 

303,813

 

173,617

 

1,833,749

 

2,007,366

 

(344,270

)

1985

 

30 Years

 

Oak Shade

 

Orange City, FL

 

 

229,403

 

2,021,290

 

 

154,948

 

229,403

 

2,176,239

 

2,405,642

 

(370,859

)

1985

 

30 Years

 

Oakland Hills

 

Margate, FL

 

 

3,040,000

 

4,930,604

 

 

570,878

 

3,040,000

 

5,501,481

 

8,541,481

 

(775,634

)

1987

 

30 Years

 

Oakley Woods

 

Union City, GA

 

1,060,501

 

165,449

 

1,457,485

 

 

290,857

 

165,449

 

1,748,342

 

1,913,791

 

(316,673

)

1984

 

30 Years

 

Oaks

 

Santa Clarita, CA

 

45,885,102

 

23,400,000

 

61,032,944

 

 

80,506

 

23,400,000

 

61,113,450

 

84,513,450

 

(903,328

)

2000

 

30 Years

 

Oaks (NC)

 

Charlotte, NC

 

 

2,196,744

 

23,601,540

 

 

489,611

 

2,196,744

 

24,091,151

 

26,287,895

 

(4,552,024

)

1996

 

30 Years

 

Oakwood Manor

 

Hollywood, FL

 

 

173,247

 

1,525,973

 

 

89,423

 

173,247

 

1,615,396

 

1,788,643

 

(269,341

)

1986

 

30 Years

 

Oakwood Village (FL)

 

Hudson, FL

 

 

145,547

 

1,282,427

 

 

397,321

 

145,547

 

1,679,747

 

1,825,294

 

(328,895

)

1986

 

30 Years

 

Oakwood Village (FL) II

 

Hudson, FL

 

 

31,734

 

 

 

 

31,734

 

 

31,734

 

 

(F)

 

30 Years

 

Oakwood Village (GA)

 

Augusta, GA

 

 

161,174

 

1,420,119

 

 

169,028

 

161,174

 

1,589,148

 

1,750,322

 

(271,746

)

1985

 

30 Years

 

Ocean Walk

 

Key West, FL

 

21,079,921

 

2,838,749

 

25,545,009

 

 

1,112,037

 

2,838,749

 

26,657,046

 

29,495,794

 

(5,909,184

)

1990

 

30 Years

 

Old Archer Court

 

Gainesville, FL

 

923,110

 

170,323

 

1,500,735

 

 

327,215

 

170,323

 

1,827,950

 

1,998,273

 

(351,237

)

1977

 

30 Years

 

Old Mill Glen

 

Maynard, MA

 

1,831,187

 

396,756

 

2,652,233

 

 

128,430

 

396,756

 

2,780,663

 

3,177,419

 

(338,386

)

1983

 

30 Years

 

Olde Redmond Place

 

Redmond, WA

 

(R)

 

4,807,100

 

14,126,038

 

 

891,340

 

4,807,100

 

15,017,378

 

19,824,478

 

(3,036,528

)

1986

 

30 Years

 

Olivewood (MI)

 

Sterling Hts., MI

 

 

519,167

 

4,574,905

 

 

516,551

 

519,167

 

5,091,455

 

5,610,622

 

(854,737

)

1986

 

30 Years

 

Olivewood I

 

Indianapolis, IN

 

 

184,701

 

1,627,420

 

 

327,312

 

184,701

 

1,954,733

 

2,139,434

 

(362,514

)

1985

 

30 Years

 

Olivewood II

 

Indianapolis, IN

 

1,223,860

 

186,235

 

1,640,571

 

 

230,561

 

186,235

 

1,871,131

 

2,057,366

 

(330,483

)

1986

 

30 Years

 

One Eton Square

 

Tulsa, OK

 

 

1,570,100

 

14,130,937

 

 

2,263,099

 

1,570,100

 

16,394,036

 

17,964,136

 

(4,511,983

)

1985

 

30 Years

 

Orchard Ridge

 

Lynnwood, WA

 

 

480,600

 

4,372,033

 

 

598,676

 

480,600

 

4,970,709

 

5,451,309

 

(1,787,941

)

1988

 

30 Years

 

Overlook

 

San Antonio, TX

 

 

1,100,200

 

9,901,517

 

 

1,591,811

 

1,100,200

 

11,493,327

 

12,593,527

 

(3,307,959

)

1985

 

30 Years

 

Overlook Manor

 

Frederick, MD

 

 

1,299,100

 

3,930,931

 

 

761,988

 

1,299,100

 

4,692,919

 

5,992,019

 

(1,051,944

)

1980/1985

 

30 Years

 

Overlook Manor II

 

Frederick, MD

 

5,380,000

 

2,186,300

 

6,262,597

 

 

231,098

 

2,186,300

 

6,493,695

 

8,679,995

 

(1,397,174

)

1980/1985

 

30 Years

 

Overlook Manor III

 

Frederick, MD

 

 

1,026,300

 

3,027,390

 

 

116,268

 

1,026,300

 

3,143,658

 

4,169,958

 

(657,661

)

1980/1985

 

30 Years

 

Paces Station

 

Atlanta, GA

 

 

4,801,500

 

32,548,053

 

 

3,790,967

 

4,801,500

 

36,339,019

 

41,140,519

 

(9,528,137

)

1984-1988/1989

 

30 Years

 

Palladia

 

Hillsboro, OR

 

 

6,461,000

 

44,888,156

 

 

245,990

 

6,461,000

 

45,134,146

 

51,595,146

 

(3,967,164

)

2000

 

30 Years

 

Palm Place

 

Sarasota. FL

 

 

248,315

 

2,188,339

 

 

404,127

 

248,315

 

2,592,466

 

2,840,781

 

(477,973

)

1984

 

30 Years

 

Palm Side (REIT)

 

Palm Bay, FL

 

1,076,031

 

116,334

 

1,047,004

 

 

1,000

 

116,334

 

1,048,004

 

1,164,338

 

(4,721

)

1986

 

30 Years

 

Panther Ridge

 

Federal Way, WA

 

 

1,055,800

 

9,506,117

 

 

975,397

 

1,055,800

 

10,481,514

 

11,537,314

 

(2,915,051

)

1980

 

30 Years

 

Paradise Pointe

 

Dania, FL

 

 

1,913,414

 

17,417,956

 

 

2,965,441

 

1,913,414

 

20,383,397

 

22,296,811

 

(6,842,742

)

1987-90

 

30 Years

 

S-8



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Parc Royale

 

Houston, TX

 

 

2,223,000

 

11,936,833

 

 

1,242,498

 

2,223,000

 

13,179,330

 

15,402,330

 

(2,469,925

)

1994

 

30 Years

 

Park Meadow

 

Gilbert, AZ

 

 

835,217

 

15,120,769

 

 

808,119

 

835,217

 

15,928,888

 

16,764,105

 

(3,590,144

)

1986

 

30 Years

 

Park Place (MN)

 

Plymouth, MN

 

 

1,219,900

 

10,964,119

 

 

1,233,329

 

1,219,900

 

12,197,448

 

13,417,348

 

(3,623,151

)

1986

 

30 Years

 

Park Place (TX)

 

Houston, TX

 

 

1,603,000

 

12,054,926

 

 

484,480

 

1,603,000

 

12,539,406

 

14,142,406

 

(2,783,639

)

1996

 

30 Years

 

Park Place II

 

Plymouth, MN

 

 

1,216,100

 

10,951,698

 

 

1,042,608

 

1,216,100

 

11,994,306

 

13,210,406

 

(3,450,815

)

1986

 

30 Years

 

Park Place West (CT)

 

West Hartford, CT

 

 

466,243

 

3,116,742

 

 

143,998

 

466,243

 

3,260,741

 

3,726,984

 

(400,015

)

1961

 

30 Years

 

Park West (CA)

 

Los Angeles, CA

 

 

3,033,500

 

27,302,383

 

 

2,622,629

 

3,033,500

 

29,925,012

 

32,958,512

 

(9,150,400

)

1987/90

 

30 Years

 

Park West (TX)

 

Austin, TX

 

 

648,705

 

4,738,542

 

 

1,097,506

 

648,705

 

5,836,048

 

6,484,753

 

(2,355,186

)

1985

 

30 Years

 

Parkfield

 

Denver, CO

 

 

8,330,000

 

28,667,618

 

 

343,029

 

8,330,000

 

29,010,646

 

37,340,646

 

(3,205,524

)

2000

 

30 Years

 

Parkridge Place

 

Irving, TX

 

 

6,432,900

 

17,094,962

 

 

1,540,563

 

6,432,900

 

18,635,526

 

25,068,426

 

(4,723,279

)

1985

 

30 Years

 

Parkside

 

Union City, CA

 

 

6,246,700

 

11,827,453

 

 

2,542,001

 

6,246,700

 

14,369,454

 

20,616,154

 

(3,260,786

)

1979

 

30 Years

 

Parkview Terrace

 

Redlands, CA

 

 

4,969,200

 

35,653,777

 

 

1,871,619

 

4,969,200

 

37,525,396

 

42,494,596

 

(8,226,300

)

1986

 

30 Years

 

Parkville (Col)

 

Columbus, OH

 

1,689,856

 

150,433

 

1,325,756

 

 

332,921

 

150,433

 

1,658,677

 

1,809,110

 

(345,554

)

1978

 

30 Years

 

Parkville (IN)

 

Gas City, IN

 

706,898

 

103,434

 

911,494

 

 

160,868

 

103,434

 

1,072,362

 

1,175,796

 

(203,752

)

1982

 

30 Years

 

Parkville (Par)

 

Englewood, OH

 

 

127,863

 

1,126,638

 

 

137,437

 

127,863

 

1,264,074

 

1,391,937

 

(218,171

)

1982

 

30 Years

 

Parkway North (REIT)

 

Ft. Meyers, FL

 

1,072,542

 

145,350

 

1,308,115

 

 

119,438

 

145,350

 

1,427,553

 

1,572,903

 

(176,237

)

1984

 

30 Years

 

Parkwood (CT)

 

East Haven, CT

 

 

531,365

 

3,552,064

 

 

123,128

 

531,365

 

3,675,192

 

4,206,556

 

(458,950

)

1975

 

30 Years

 

Pembroke Lake

 

Virginia Beach, VA (T)

 

8,587,685

 

511,947

 

8,889,539

 

 

773,979

 

511,947

 

9,663,518

 

10,175,465

 

(1,651,257

)

1975

 

30 Years

 

Phillips Park

 

Wellesley, MA

 

3,926,574

 

816,922

 

5,460,955

 

 

162,176

 

816,922

 

5,623,131

 

6,440,053

 

(629,818

)

1988

 

30 Years

 

Pine Barrens

 

Jacksonville, FL

 

 

268,303

 

2,364,041

 

 

375,565

 

268,303

 

2,739,605

 

3,007,908

 

(481,687

)

1986

 

30 Years

 

Pine Harbour

 

Orlando, FL

 

 

1,664,300

 

14,970,915

 

 

2,096,382

 

1,664,300

 

17,067,297

 

18,731,597

 

(6,277,034

)

1991

 

30 Years

 

Pine Knoll

 

Jonesboro, GA

 

1,143,985

 

138,052

 

1,216,391

 

 

147,030

 

138,052

 

1,363,420

 

1,501,473

 

(224,622

)

1985

 

30 Years

 

Pine Lake

 

Tampa, FL

 

613,846

 

79,877

 

703,802

 

 

96,652

 

79,877

 

800,453

 

880,330

 

(142,623

)

1982

 

30 Years

 

Pine Meadows I (FL)

 

Ft. Meyers, FL

 

 

152,019

 

1,339,596

 

 

356,708

 

152,019

 

1,696,304

 

1,848,324

 

(351,629

)

1985

 

30 Years

 

Pine Terrace I

 

Callaway, FL

 

2,031,161

 

288,992

 

2,546,426

 

 

554,230

 

288,992

 

3,100,657

 

3,389,649

 

(629,438

)

1983

 

30 Years

 

Pine Tree Club

 

Wildwood, MO

 

 

1,125,000

 

7,017,082

 

 

652,289

 

1,125,000

 

7,669,371

 

8,794,371

 

(1,396,419

)

1986

 

30 Years

 

Pinegrove I (REIT)

 

Roseville, MI

 

1,066,853

 

145,660

 

1,311,019

 

 

 

145,660

 

1,311,019

 

1,456,679

 

 

1983

 

30 Years

 

Pinegrove II (REIT)

 

Roseville, MI

 

670,378

 

99,074

 

891,743

 

 

 

99,074

 

891,743

 

990,817

 

 

1984

 

30 Years

 

Pinellas Pines

 

Pinellas Park, FL

 

5,798

 

174,999

 

1,541,934

 

 

236,424

 

174,999

 

1,778,358

 

1,953,358

 

(307,732

)

1983

 

30 Years

 

Pines of Cloverlane

 

Ypsilanti, MI

 

 

1,907,800

 

16,767,519

 

 

5,847,165

 

1,907,800

 

22,614,684

 

24,522,484

 

(8,572,687

)

1975-79

 

30 Years

 

Pines of Springdale

 

Palm Springs, FL

 

 

473,867

 

4,265,174

 

 

1,092,326

 

473,867

 

5,357,500

 

5,831,367

 

(2,116,245

)

1985/87

 

30 Years

 

Plum Tree

 

Hales Corners, WI

 

(N)

 

1,996,700

 

20,247,195

 

 

1,048,977

 

1,996,700

 

21,296,173

 

23,292,873

 

(4,731,314

)

1989

 

30 Years

 

Plumwood (Che)

 

Chesterfield, IN

 

62,289

 

84,923

 

748,261

 

 

115,852

 

84,923

 

864,112

 

949,035

 

(151,511

)

1980

 

30 Years

 

Plumwood (For)

 

Ft. Wayne, IN

 

 

131,351

 

1,157,244

 

 

161,813

 

131,351

 

1,319,056

 

1,450,407

 

(250,078

)

1981

 

30 Years

 

Plumwood I

 

Columbus, OH

 

1,612,115

 

289,814

 

2,553,597

 

 

347,892

 

289,814

 

2,901,490

 

3,191,304

 

(513,930

)

1978

 

30 Years

 

Plumwood II

 

Columbus, OH

 

 

107,583

 

947,924

 

 

88,385

 

107,583

 

1,036,309

 

1,143,892

 

(171,282

)

1983

 

30 Years

 

Point (NC)

 

Charlotte, NC

 

(S)

 

1,700,000

 

25,417,267

 

 

519,311

 

1,700,000

 

25,936,577

 

27,636,577

 

(4,881,354

)

1996

 

30 Years

 

Pointe at South Mountain

 

Phoenix, AZ

 

 

2,228,800

 

20,059,311

 

 

1,383,161

 

2,228,800

 

21,442,472

 

23,671,272

 

(5,501,033

)

1988

 

30 Years

 

Polos East

 

Orlando, FL

 

 

1,386,000

 

19,058,620

 

 

861,704

 

1,386,000

 

19,920,324

 

21,306,324

 

(3,898,961

)

1991

 

30 Years

 

Port Royale

 

Ft. Lauderdale, FL

 

 

1,754,200

 

15,789,873

 

 

1,742,822

 

1,754,200

 

17,532,695

 

19,286,895

 

(5,933,155

)

1988

 

30 Years

 

Port Royale II

 

Ft. Lauderdale, FL

 

 

1,022,200

 

9,203,166

 

 

1,095,880

 

1,022,200

 

10,299,046

 

11,321,246

 

(3,128,903

)

1988

 

30 Years

 

Port Royale III

 

Ft. Lauderdale, FL

 

 

7,454,900

 

14,725,802

 

 

1,678,106

 

7,454,900

 

16,403,908

 

23,858,808

 

(4,196,008

)

1988

 

30 Years

 

Port Royale IV

 

Ft. Lauderdale, FL

 

 

 

24,645

 

 

 

 

24,645

 

24,645

 

 

 

(F)

 

30 Years

 

Portland Center

 

Portland, OR (G)

 

 

6,032,900

 

43,554,399

 

 

3,967,373

 

6,032,900

 

47,521,772

 

53,554,672

 

(9,738,281

)

1965

 

30 Years

 

Portofino

 

Chino Hills, CA

 

 

3,572,400

 

14,660,994

 

 

544,085

 

3,572,400

 

15,205,078

 

18,777,478

 

(3,368,028

)

1989

 

30 Years

 

Portofino (Val)

 

Valencia, CA

 

14,363,282

 

8,640,000

 

21,487,126

 

 

392,531

 

8,640,000

 

21,879,657

 

30,519,657

 

(2,366,932

)

1989

 

30 Years

 

Portside Towers

 

Jersey City, NJ (G)

 

54,554,220

 

22,455,700

 

96,842,913

 

 

3,308,547

 

22,455,700

 

100,151,460

 

122,607,160

 

(19,387,909

)

1992/1997

 

30 Years

 

Prairie Creek I

 

Richardson, TX

 

(Q)

 

4,067,292

 

38,986,022

 

 

760,498

 

4,067,292

 

39,746,520

 

43,813,811

 

(6,846,869

)

1998/99

 

30 Years

 

Preakness

 

Antioch, TN

 

 

1,561,900

 

7,668,521

 

 

1,719,701

 

1,561,900

 

9,388,222

 

10,950,122

 

(2,623,047

)

1986

 

30 Years

 

Preston at Willowbend

 

Plano, TX

 

 

872,500

 

7,878,915

 

 

2,815,376

 

872,500

 

10,694,291

 

11,566,791

 

(4,277,059

)

1985

 

30 Years

 

Preston Bend

 

Dallas, TX

 

(M)

 

1,085,200

 

9,532,056

 

 

748,868

 

1,085,200

 

10,280,925

 

11,366,125

 

(2,756,873

)

1986

 

30 Years

 

Princeton Court

 

Evansville, IN

 

849,327

 

116,696

 

1,028,219

 

 

220,424

 

116,696

 

1,248,643

 

1,365,339

 

(230,950

)

1985

 

30 Years

 

Promenade (FL)

 

St. Petersburg, FL

 

 

2,124,193

 

25,804,037

 

 

2,379,033

 

2,124,193

 

28,183,070

 

30,307,263

 

(5,228,395

)

1994

 

30 Years

 

Promenade at Aventura

 

Aventura, FL

 

 

13,320,000

 

30,353,748

 

 

517,352

 

13,320,000

 

30,871,100

 

44,191,100

 

(3,152,758

)

1995

 

30 Years

 

Promenade at Wyndham Lakes

 

Coral Springs, FL

 

 

6,640,000

 

26,743,760

 

 

406,378

 

6,640,000

 

27,150,138

 

33,790,138

 

(3,426,479

)

1998

 

30 Years

 

Promenade Terrace

 

Corona, CA

 

14,281,303

 

2,282,800

 

20,546,289

 

 

1,764,968

 

2,282,800

 

22,311,257

 

24,594,057

 

(6,048,819

)

1990

 

30 Years

 

Promontory Pointe I & II

 

Phoenix, AZ

 

 

2,355,509

 

30,421,840

 

 

1,564,538

 

2,355,509

 

31,986,378

 

34,341,887

 

(7,141,084

)

1984/1996

 

30 Years

 

Prospect Towers

 

Hackensack, NJ

 

13,893,886

 

3,926,600

 

27,966,416

 

 

2,221,304

 

3,926,600

 

30,187,720

 

34,114,320

 

(6,365,901

)

1995

 

30 Years

 

Prospect Towers II

 

Hackensack, NJ

 

 

4,500,000

 

33,081,077

 

 

100,643

 

4,500,000

 

33,181,719

 

37,681,719

 

(1,797,865

)

2002

 

30 Years

 

Providence at Kirby

 

Houston, TX

 

18,144,270

 

3,945,000

 

20,587,782

 

 

141,735

 

3,945,000

 

20,729,516

 

24,674,516

 

(1,000,983

)

1999

 

30 Years

 

Quail Call

 

Albany, GA

 

671,497

 

104,723

 

922,728

 

 

165,829

 

104,723

 

1,088,557

 

1,193,280

 

(211,330

)

1984

 

30 Years

 

Ramblewood I (Val)

 

Valdosta, GA

 

 

132,084

 

1,163,801

 

 

101,717

 

132,084

 

1,265,518

 

1,397,602

 

(225,720

)

1983

 

30 Years

 

Ramblewood II (Aug)

 

Augusta, GA

 

 

169,269

 

1,490,783

 

 

321,705

 

169,269

 

1,812,488

 

1,981,757

 

(359,734

)

1986

 

30 Years

 

Ramblewood II (Val)

 

Valdosta, GA

 

 

61,672

 

543,399

 

 

29,870

 

61,672

 

573,269

 

634,941

 

(101,081

)

1983

 

30 Years

 

Ranch at Fossil Creek

 

Haltom City, TX

 

 

1,715,435

 

16,802,469

 

 

 

1,715,435

 

16,802,469

 

18,517,904

 

(58,073

)

2003

 

30 Years

 

Ranchside

 

New Port Richey, FL

 

 

144,692

 

1,274,898

 

 

204,572

 

144,692

 

1,479,470

 

1,624,162

 

(266,807

)

1985

 

30 Years

 

Ranchstone

 

Houston, TX

 

(S)

 

770,000

 

15,371,431

 

 

427,804

 

770,000

 

15,799,235

 

16,569,235

 

(3,012,285

)

1996

 

30 Years

 

Ravens Crest

 

Plainsboro, NJ

 

(R)

 

4,670,850

 

42,080,642

 

 

4,384,824

 

4,670,850

 

46,465,467

 

51,136,317

 

(16,402,539

)

1984

 

30 Years

 

Ravinia

 

Greenfield, WI

 

(N)

 

1,240,100

 

12,055,713

 

 

656,818

 

1,240,100

 

12,712,531

 

13,952,631

 

(2,836,354

)

1991

 

30 Years

 

Red Deer I

 

Fairborn, OH

 

 

204,317

 

1,800,254

 

 

207,008

 

204,317

 

2,007,262

 

2,211,578

 

(335,648

)

1986

 

30 Years

 

Red Deer II

 

Fairborn, OH

 

 

193,852

 

1,708,044

 

 

170,208

 

193,852

 

1,878,252

 

2,072,104

 

(309,664

)

1987

 

30 Years

 

Redan Village I

 

Decatur, GA

 

 

274,294

 

2,416,963

 

 

258,306

 

274,294

 

2,675,270

 

2,949,564

 

(454,960

)

1984

 

30 Years

 

Redan Village II

 

Decatur, GA

 

 

240,605

 

2,119,855

 

 

145,866

 

240,605

 

2,265,721

 

2,506,327

 

(367,769

)

1986

 

30 Years

 

S-9



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Redlands Lawn and Tennis

 

Redlands, CA

 

 

4,822,320

 

26,359,328

 

 

1,741,496

 

4,822,320

 

28,100,825

 

32,923,145

 

(6,446,463

)

1986

 

30 Years

 

Redwood Hollow (REIT)

 

Smyrma, TN

 

1,218,788

 

129,586

 

1,166,522

 

 

4,187

 

129,586

 

1,170,709

 

1,300,295

 

(9,511

)

1986

 

30 Years

 

Regency

 

Charlotte, NC

 

 

890,000

 

11,783,920

 

 

721,377

 

890,000

 

12,505,297

 

13,395,297

 

(2,456,702

)

1986

 

30 Years

 

Regency Palms

 

Huntington Beach, CA

 

 

1,857,400

 

16,713,254

 

 

2,481,773

 

1,857,400

 

19,195,026

 

21,052,426

 

(5,542,741

)

1969

 

30 Years

 

Remington Place

 

Pheonix, AZ

 

 

1,492,750

 

13,377,478

 

 

2,508,863

 

1,492,750

 

15,886,341

 

17,379,091

 

(4,908,802

)

1983

 

30 Years

 

Reserve at Ashley Lake

 

Boynton Beach, FL

 

24,150,000

 

3,520,400

 

23,332,494

 

 

1,365,711

 

3,520,400

 

24,698,204

 

28,218,604

 

(5,701,107

)

1990

 

30 Years

 

Reserve at Eisenhower, The

 

Alexandria, VA

 

 

6,500,000

 

34,585,060

 

 

39,468

 

6,500,000

 

34,624,527

 

41,124,527

 

(1,239,288

)

2002

 

30 Years

 

Reserve at Fairfax Corners

 

Fairfax, VA

 

 

15,804,057

 

63,217,249

 

 

214,173

 

15,804,057

 

63,431,421

 

79,235,478

 

(2,859,812

)

2001

 

30 Years

 

Reserve Square

 

Cleveland, OH (G)

 

 

2,618,852

 

23,582,869

 

 

15,790,336

 

2,618,852

 

39,373,205

 

41,992,057

 

(18,041,793

)

1973

 

30 Years

 

Residences at Little River

 

Haverhill, MA

 

 

6,905,138

 

18,605,818

 

 

46,634

 

6,905,138

 

18,652,453

 

25,557,591

 

(62,816

)

2003

 

30 Years

 

Retreat, The

 

Phoenix, AZ

 

(S)

 

3,475,114

 

27,265,252

 

 

484,764

 

3,475,114

 

27,750,016

 

31,225,130

 

(4,603,143

)

1999

 

30 Years

 

Ribbon Mill

 

Manchester, CT

 

4,361,456

 

787,929

 

5,267,144

 

 

238,449

 

787,929

 

5,505,593

 

6,293,522

 

(656,292

)

1908

 

30 Years

 

Richmond Townhomes

 

Houston, TX

 

 

940,000

 

13,906,905

 

 

566,700

 

940,000

 

14,473,605

 

15,413,605

 

(2,801,331

)

1995

 

30 Years

 

Ridgewood (Lou)

 

Louisville, KY

 

 

163,686

 

1,442,301

 

 

87,968

 

163,686

 

1,530,269

 

1,693,955

 

(252,942

)

1984

 

30 Years

 

Ridgewood (MI)

 

Westland, MI

 

1,142,998

 

176,969

 

1,559,588

 

 

213,326

 

176,969

 

1,772,914

 

1,949,883

 

(306,389

)

1983

 

30 Years

 

Ridgewood I (Bed)

 

Bedford, IN

 

806,388

 

107,120

 

943,843

 

 

165,318

 

107,120

 

1,109,161

 

1,216,281

 

(198,048

)

1984

 

30 Years

 

Ridgewood I (Elk)

 

Elkhart, IN

 

 

159,371

 

1,404,234

 

 

274,132

 

159,371

 

1,678,365

 

1,837,737

 

(304,146

)

1984

 

30 Years

 

Ridgewood I (GA)

 

Decatur, GA

 

 

230,574

 

2,031,610

 

 

213,158

 

230,574

 

2,244,768

 

2,475,342

 

(375,298

)

1984

 

30 Years

 

Ridgewood I (Lex)

 

Lexington, KY

 

 

203,720

 

1,794,792

 

 

157,917

 

203,720

 

1,952,710

 

2,156,429

 

(328,526

)

1984

 

30 Years

 

Ridgewood I (OH)

 

Columbus, OH

 

1,148,723

 

174,066

 

1,534,135

 

 

229,509

 

174,066

 

1,763,644

 

1,937,709

 

(301,336

)

1984

 

30 Years

 

Ridgewood II (Bed)

 

Bedford, IN

 

835,573

 

99,559

 

877,221

 

 

113,606

 

99,559

 

990,827

 

1,090,386

 

(176,136

)

1986

 

30 Years

 

Ridgewood II (Elk)

 

Elkhart, IN

 

 

215,335

 

1,897,333

 

 

313,131

 

215,335

 

2,210,464

 

2,425,799

 

(414,634

)

1986

 

30 Years

 

Ridgewood II (GA)

 

Decatur, GA

 

933,139

 

164,999

 

1,453,626

 

 

119,084

 

164,999

 

1,572,710

 

1,737,709

 

(254,015

)

1986

 

30 Years

 

Ridgewood II (OH)

 

Columbus, OH

 

1,110,433

 

162,914

 

1,435,648

 

 

190,821

 

162,914

 

1,626,468

 

1,789,382

 

(274,995

)

1985

 

30 Years

 

Ridgewood Village

 

San Diego, CA

 

 

5,761,500

 

14,032,511

 

 

172,152

 

5,761,500

 

14,204,663

 

19,966,163

 

(3,044,684

)

1997

 

30 Years

 

Ridgewood Village II

 

San Diego, CA

 

 

6,048,000

 

19,971,537

 

 

38,865

 

6,048,000

 

20,010,402

 

26,058,402

 

(2,219,166

)

1997

 

30 Years

 

Rincon

 

Houston, TX

 

 

4,401,900

 

16,734,746

 

 

851,019

 

4,401,900

 

17,585,765

 

21,987,665

 

(4,287,112

)

1996

 

30 Years

 

River Glen I

 

Reynoldsburg, OH

 

 

171,272

 

1,508,892

 

 

121,673

 

171,272

 

1,630,565

 

1,801,837

 

(272,096

)

1987

 

30 Years

 

River Glen II

 

Reynoldsburg, OH

 

1,096,621

 

158,684

 

1,398,175

 

 

167,520

 

158,684

 

1,565,695

 

1,724,379

 

(256,395

)

1987

 

30 Years

 

River Hill

 

Grand Prairie, TX

 

 

2,004,000

 

19,272,944

 

 

767,194

 

2,004,000

 

20,040,138

 

22,044,138

 

(3,943,997

)

1996

 

30 Years

 

River Oaks (CA)

 

Oceanside, CA

 

10,290,411

 

5,600,000

 

20,673,714

 

 

826,957

 

5,600,000

 

21,500,670

 

27,100,670

 

(2,468,229

)

1984

 

30 Years

 

River Park

 

Fort Worth, TX

 

 

2,245,400

 

8,811,727

 

 

1,902,954

 

2,245,400

 

10,714,681

 

12,960,081

 

(2,701,464

)

1984

 

30 Years

 

River Pointe at Den Rock Park

 

Lawrence, MA

 

18,100,000

 

4,615,702

 

18,440,147

 

 

64,052

 

4,615,702

 

18,504,199

 

23,119,901

 

(704,549

)

2000

 

30 Years

 

River Stone Ranch

 

Austin, TX

 

 

5,376,000

 

27,003,222

 

 

 

5,376,000

 

27,003,222

 

32,379,222

 

 

1998

 

30 Years

 

Rivers Bend (CT)

 

Windsor, CT

 

(P)

 

3,325,517

 

22,357,068

 

 

635,391

 

3,325,517

 

22,992,459

 

26,317,976

 

(2,678,257

)

1973

 

30 Years

 

Rivers Edge

 

Waterbury, CT

 

 

781,900

 

6,561,167

 

 

404,628

 

781,900

 

6,965,796

 

7,747,696

 

(1,485,010

)

1974

 

30 Years

 

Rivers End I

 

Jacksonville, FL

 

1,318,373

 

171,745

 

1,507,065

 

 

272,715

 

171,745

 

1,779,780

 

1,951,525

 

(319,250

)

1986

 

30 Years

 

Rivers End II

 

Jacksonville, FL

 

 

190,688

 

1,680,171

 

 

212,549

 

190,688

 

1,892,720

 

2,083,408

 

(336,055

)

1986

 

30 Years

 

Riverside Park

 

Tulsa, OK

 

 

1,441,400

 

12,371,637

 

 

635,148

 

1,441,400

 

13,006,785

 

14,448,185

 

(3,115,465

)

1994

 

30 Years

 

Riverview Condominiums

 

Norwalk, CT

 

6,043,522

 

2,300,000

 

7,406,730

 

 

1,104,142

 

2,300,000

 

8,510,872

 

10,810,872

 

(1,065,933

)

1991

 

30 Years

 

Roanoke

 

Rochester Hills, MI

 

40,500

 

369,911

 

3,259,270

 

 

221,891

 

369,911

 

3,481,162

 

3,851,073

 

(557,999

)

1985

 

30 Years

 

Rock Creek

 

Corrboro, NC

 

 

895,700

 

8,062,543

 

 

963,172

 

895,700

 

9,025,714

 

9,921,414

 

(2,477,303

)

1986

 

30 Years

 

Rockingham Glen

 

West Roxbury, MA

 

2,302,721

 

1,124,217

 

7,515,160

 

 

261,169

 

1,124,217

 

7,776,329

 

8,900,546

 

(946,338

)

1974

 

30 Years

 

Rolling Green (Amherst)

 

Amherst, MA

 

3,756,907

 

1,340,702

 

8,962,317

 

 

1,597,677

 

1,340,702

 

10,559,995

 

11,900,697

 

(1,228,978

)

1970

 

30 Years

 

Rolling Green (Milford)

 

Milford, MA

 

7,477,524

 

2,012,350

 

13,452,150

 

 

1,148,524

 

2,012,350

 

14,600,674

 

16,613,024

 

(1,920,082

)

1970

 

30 Years

 

Rosecliff

 

Quincy, MA

 

 

5,460,000

 

15,721,570

 

 

75,371

 

5,460,000

 

15,796,940

 

21,256,940

 

(2,478,175

)

1990

 

30 Years

 

Rosecliff II

 

Quincy, MA

 

 

 

1,379

 

 

 

 

1,379

 

1,379

 

 

(F)

 

30 Years

 

Rosehill Pointe

 

Lenexa, KS

 

 

2,093,300

 

18,863,515

 

 

3,682,660

 

2,093,300

 

22,546,175

 

24,639,475

 

(7,276,267

)

1984

 

30 Years

 

Rosewood (KY)

 

Louisville, KY

 

 

253,453

 

2,233,196

 

 

245,327

 

253,453

 

2,478,524

 

2,731,977

 

(413,910

)

1984

 

30 Years

 

Rosewood (OH)

 

Columbus, OH

 

 

212,378

 

1,871,186

 

 

304,752

 

212,378

 

2,175,938

 

2,388,316

 

(377,371

)

1985

 

30 Years

 

Rosewood Commons I

 

Indianapolis, IN

 

1,747,743

 

228,644

 

2,014,652

 

 

243,722

 

228,644

 

2,258,375

 

2,487,019

 

(418,647

)

1986

 

30 Years

 

Rosewood Commons II

 

Indianapolis, IN

 

 

220,463

 

1,942,520

 

 

198,506

 

220,463

 

2,141,025

 

2,361,488

 

(378,901

)

1987

 

30 Years

 

Royal Oak

 

Eagan, MN

 

13,139,491

 

1,602,904

 

14,423,662

 

 

1,151,929

 

1,602,904

 

15,575,591

 

17,178,495

 

(3,570,120

)

1989

 

30 Years

 

Royal Oaks (FL)

 

Jacksonville, FL

 

 

1,988,000

 

13,645,117

 

 

819,130

 

1,988,000

 

14,464,247

 

16,452,247

 

(2,898,261

)

1991

 

30 Years

 

Royale

 

Cranston, RI

 

(P)

 

512,785

 

3,427,866

 

 

302,220

 

512,785

 

3,730,086

 

4,242,872

 

(440,105

)

1976

 

30 Years

 

Sabal Palm at Boot Ranch

 

Palm Harbor, FL

 

 

3,888,000

 

28,923,692

 

 

1,354,186

 

3,888,000

 

30,277,878

 

34,165,878

 

(5,808,924

)

1996

 

30 Years

 

Sabal Palm at Carrollwood Place

 

Tampa, FL

 

 

3,888,000

 

26,911,542

 

 

808,651

 

3,888,000

 

27,720,194

 

31,608,194

 

(5,327,152

)

1995

 

30 Years

 

Sabal Palm at Lake Buena Vista

 

Orlando, FL

 

21,170,000

 

2,800,000

 

23,687,893

 

 

970,061

 

2,800,000

 

24,657,954

 

27,457,954

 

(4,900,247

)

1988

 

30 Years

 

Sabal Palm at Metrowest

 

Orlando, FL

 

 

4,110,000

 

38,394,865

 

 

1,419,984

 

4,110,000

 

39,814,849

 

43,924,849

 

(7,503,616

)

1998

 

30 Years

 

Sabal Palm at Metrowest II

 

Orlando, FL

 

 

4,560,000

 

33,907,283

 

 

640,411

 

4,560,000

 

34,547,694

 

39,107,694

 

(6,519,276

)

1997

 

30 Years

 

Sabal Pointe

 

Coral Springs, FL

 

 

1,951,600

 

17,570,508

 

 

1,947,786

 

1,951,600

 

19,518,293

 

21,469,893

 

(5,474,780

)

1995

 

30 Years

 

Saddle Ridge

 

Ashburn, VA

 

 

1,364,800

 

12,283,616

 

 

1,018,242

 

1,364,800

 

13,301,858

 

14,666,658

 

(3,982,875

)

1989

 

30 Years

 

Sailboat Bay

 

Raleigh, NC

 

 

960,000

 

8,797,580

 

 

526,902

 

960,000

 

9,324,481

 

10,284,481

 

(1,902,426

)

1986

 

30 Years

 

Sandalwood

 

Toledo, OH

 

1,045,804

 

151,926

 

1,338,636

 

 

114,471

 

151,926

 

1,453,107

 

1,605,033

 

(233,610

)

1984

 

30 Years

 

Sandpiper II

 

Fort Pierce, FL

 

 

155,496

 

1,369,987

 

 

329,151

 

155,496

 

1,699,138

 

1,854,633

 

(342,397

)

1982

 

30 Years

 

Sanford Court

 

Sanford, FL

 

1,650,492

 

238,814

 

2,104,212

 

 

376,688

 

238,814

 

2,480,901

 

2,719,715

 

(462,390

)

1976

 

30 Years

 

Savannah Lakes

 

Boynton Beach, FL

 

 

7,000,000

 

30,422,607

 

 

676,786

 

7,000,000

 

31,099,393

 

38,099,393

 

(1,886,885

)

1991

 

30 Years

 

Scarborough Square

 

Rockville, MD

 

4,882,961

 

1,815,000

 

7,608,126

 

 

935,674

 

1,815,000

 

8,543,800

 

10,358,800

 

(1,720,913

)

1967

 

30 Years

 

Schooner Bay I

 

Foster City, CA

 

27,000,000

 

5,345,000

 

16,545,651

 

 

332,419

 

5,345,000

 

16,878,069

 

22,223,069

 

(1,616,661

)

1985

 

30 Years

 

Schooner Bay II

 

Foster City, CA

 

23,760,000

 

4,550,000

 

14,607,259

 

 

243,973

 

4,550,000

 

14,851,232

 

19,401,232

 

(1,412,123

)

1985

 

30 Years

 

Scottsdale Meadows

 

Scottsdale, AZ

 

 

1,512,000

 

11,407,699

 

 

694,323

 

1,512,000

 

12,102,022

 

13,614,022

 

(2,754,573

)

1984

 

30 Years

 

Security Manor

 

Westfield, MA

 

(P)

 

355,456

 

2,376,152

 

 

41,258

 

355,456

 

2,417,411

 

2,772,867

 

(295,586

)

1971

 

30 Years

 

Sedona Springs

 

Austin, TX

 

(S)

 

2,574,000

 

23,477,043

 

 

1,234,129

 

2,574,000

 

24,711,172

 

27,285,172

 

(4,892,712

)

1995

 

30 Years

 

S-10



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Seeley Lake

 

Lakewood, WA

 

 

2,760,400

 

24,845,286

 

 

1,582,124

 

2,760,400

 

26,427,410

 

29,187,810

 

(6,516,192

)

1990

 

30 Years

 

Seventh & James

 

Seattle, WA

 

 

663,800

 

5,974,803

 

 

1,820,483

 

663,800

 

7,795,286

 

8,459,086

 

(2,051,178

)

1992

 

30 Years

 

Shadetree

 

West Palm Beach, FL

 

 

532,000

 

1,420,721

 

 

283,802

 

532,000

 

1,704,523

 

2,236,523

 

(212,389

)

1982

 

30 Years

 

Shadow Bay I

 

Jacksonville, FL

 

 

123,319

 

1,086,720

 

 

126,827

 

123,319

 

1,213,547

 

1,336,866

 

(227,086

)

1984

 

30 Years

 

Shadow Bay II

 

Jacksonville, FL

 

939,366

 

139,709

 

1,231,134

 

 

130,908

 

139,709

 

1,362,042

 

1,501,751

 

(249,910

)

1985

 

30 Years

 

Shadow Brook

 

Scottsdale, AZ

 

 

3,065,496

 

18,367,686

 

 

1,006,542

 

3,065,496

 

19,374,229

 

22,439,725

 

(4,387,421

)

1984

 

30 Years

 

Shadow Lake

 

Doraville, GA

 

 

1,140,000

 

13,117,277

 

 

499,259

 

1,140,000

 

13,616,536

 

14,756,536

 

(2,659,005

)

1989

 

30 Years

 

Shadow Ridge

 

Tallahassee, FL

 

 

150,327

 

1,324,061

 

 

201,436

 

150,327

 

1,525,497

 

1,675,824

 

(274,341

)

1983

 

30 Years

 

Shadow Trace

 

Stone Mountain, GA

 

 

244,320

 

2,152,729

 

 

275,349

 

244,320

 

2,428,078

 

2,672,399

 

(412,778

)

1984

 

30 Years

 

Shadowood I

 

Sarasota, FL

 

600,000

 

157,661

 

1,389,061

 

 

283,025

 

157,661

 

1,672,086

 

1,829,746

 

(291,389

)

1982

 

30 Years

 

Shadowood II

 

Sarasota, FL

 

1,143,860

 

152,031

 

1,339,469

 

 

172,974

 

152,031

 

1,512,443

 

1,664,474

 

(255,675

)

1983

 

30 Years

 

Sheffield Court

 

Arlington, VA

 

 

3,349,350

 

31,960,800

 

 

2,509,237

 

3,349,350

 

34,470,037

 

37,819,387

 

(10,826,625

)

1986

 

30 Years

 

Sherbrook (IN)

 

Indianapolis, IN

 

1,568,329

 

171,920

 

1,514,707

 

 

164,135

 

171,920

 

1,678,842

 

1,850,763

 

(309,064

)

1986

 

30 Years

 

Sherbrook (OH)

 

Columbus, OH

 

1,052,997

 

163,493

 

1,440,036

 

 

207,270

 

163,493

 

1,647,306

 

1,810,799

 

(299,270

)

1985

 

30 Years

 

Sherbrook (PA)

 

Wexford, PA

 

 

279,665

 

2,464,404

 

 

243,036

 

279,665

 

2,707,439

 

2,987,104

 

(454,366

)

1986

 

30 Years

 

Siena Terrace

 

Lake Forest, CA

 

17,573,920

 

8,900,000

 

24,083,024

 

 

1,130,805

 

8,900,000

 

25,213,829

 

34,113,829

 

(4,481,815

)

1988

 

30 Years

 

Silver Creek

 

Phoenix, AZ

 

 

712,102

 

6,707,496

 

 

449,830

 

712,102

 

7,157,325

 

7,869,427

 

(1,721,253

)

1986

 

30 Years

 

Silver Forest

 

Ocala, FL

 

812,993

 

126,536

 

1,114,917

 

 

90,923

 

126,536

 

1,205,840

 

1,332,376

 

(203,580

)

1985

 

30 Years

 

Silver Springs (FL)

 

Jacksonville, FL

 

 

1,831,100

 

16,474,735

 

 

3,824,222

 

1,831,100

 

20,298,956

 

22,130,056

 

(5,320,279

)

1985

 

30 Years

 

Silverwood

 

Mission, KS

 

(M)

 

1,230,000

 

11,070,904

 

 

1,813,201

 

1,230,000

 

12,884,105

 

14,114,105

 

(4,665,507

)

1986

 

30 Years

 

Sky Ridge

 

Woodstock, GA

 

 

437,373

 

3,853,792

 

 

319,157

 

437,373

 

4,172,949

 

4,610,322

 

(685,089

)

1987

 

30 Years

 

Skycrest

 

Valencia, CA

 

17,869,588

 

10,560,000

 

25,574,457

 

 

501,433

 

10,560,000

 

26,075,891

 

36,635,891

 

(2,792,982

)

1999

 

30 Years

 

Skylark

 

Union City, CA

 

 

1,781,600

 

16,731,916

 

 

634,973

 

1,781,600

 

17,366,889

 

19,148,489

 

(3,412,267

)

1986

 

30 Years

 

Skyview

 

Rancho Santa Margarita, CA

 

 

3,380,000

 

21,953,151

 

 

285,960

 

3,380,000

 

22,239,111

 

25,619,111

 

(3,669,255

)

1999

 

30 Years

 

Slate Run (Hop)

 

Hopkinsville, KY

 

 

91,304

 

804,535

 

 

149,446

 

91,304

 

953,982

 

1,045,286

 

(186,317

)

1984

 

30 Years

 

Slate Run (Ind)

 

Indianapolis, IN

 

1,923,536

 

295,593

 

2,604,497

 

 

376,077

 

295,593

 

2,980,574

 

3,276,167

 

(517,808

)

1984

 

30 Years

 

Slate Run (Leb)

 

Lebanon, IN

 

1,167,498

 

154,061

 

1,357,445

 

 

171,473

 

154,061

 

1,528,918

 

1,682,979

 

(286,855

)

1984

 

30 Years

 

Slate Run (Mia)

 

Miamisburg, OH

 

798,435

 

136,065

 

1,198,879

 

 

131,259

 

136,065

 

1,330,138

 

1,466,202

 

(227,079

)

1985

 

30 Years

 

Slate Run I (Lou)

 

Louisville, KY

 

 

179,766

 

1,583,931

 

 

230,722

 

179,766

 

1,814,653

 

1,994,419

 

(314,463

)

1984

 

30 Years

 

Slate Run II (Lou)

 

Louisville, KY

 

1,106,475

 

167,723

 

1,477,722

 

 

149,520

 

167,723

 

1,627,242

 

1,794,965

 

(268,622

)

1985

 

30 Years

 

Sommerset Place

 

Raleigh, NC

 

 

360,000

 

7,800,206

 

 

557,988

 

360,000

 

8,358,194

 

8,718,194

 

(1,682,993

)

1983

 

30 Years

 

Sonata at Cherry Creek

 

Denver, CO

 

 

5,490,000

 

18,130,479

 

 

203,591

 

5,490,000

 

18,334,070

 

23,824,070

 

(2,047,669

)

1999

 

30 Years

 

Sonoran

 

Phoenix, AZ

 

 

2,361,922

 

31,841,724

 

 

936,180

 

2,361,922

 

32,777,903

 

35,139,825

 

(7,269,557

)

1995

 

30 Years

 

Sonterra at Foothill Ranch

 

Foothill Ranch, CA

 

(R)

 

7,503,400

 

24,048,507

 

 

675,469

 

7,503,400

 

24,723,975

 

32,227,375

 

(5,013,525

)

1997

 

30 Years

 

South Creek

 

Phoenix, AZ

 

 

2,671,300

 

24,042,042

 

 

1,980,737

 

2,671,300

 

26,022,779

 

28,694,079

 

(7,603,070

)

1986-89

 

30 Years

 

South Pointe

 

St. Louis, MO

 

7,110,250

 

961,100

 

8,651,150

 

 

1,496,273

 

961,100

 

10,147,423

 

11,108,523

 

(2,665,618

)

1986

 

30 Years

 

South Shore

 

Stockton, CA

 

6,833,000

 

840,000

 

6,512,941

 

 

432,015

 

840,000

 

6,944,956

 

7,784,956

 

(783,989

)

1979

 

30 Years

 

South Winds

 

Fall River, MA

 

7,488,464

 

2,481,821

 

16,780,359

 

 

1,175,389

 

2,481,821

 

17,955,748

 

20,437,569

 

(2,308,614

)

1971

 

30 Years

 

Southwood

 

Palo Alto, CA

 

 

6,936,600

 

14,324,069

 

 

1,116,794

 

6,936,600

 

15,440,863

 

22,377,463

 

(3,313,616

)

1985

 

30 Years

 

Spicewood

 

Indianapolis, IN

 

984,566

 

128,355

 

1,131,044

 

 

114,620

 

128,355

 

1,245,663

 

1,374,018

 

(213,083

)

1986

 

30 Years

 

Spinnaker Cove

 

Hermitage, TN

 

(M)

 

1,461,731

 

12,770,421

 

 

1,412,292

 

1,461,731

 

14,182,713

 

15,644,445

 

(3,808,274

)

1986

 

30 Years

 

Spring Gate

 

Springfield, FL

 

 

132,951

 

1,171,447

 

 

272,217

 

132,951

 

1,443,664

 

1,576,615

 

(304,908

)

1983

 

30 Years

 

Spring Hill Commons

 

Acton, MA

 

 

1,107,436

 

7,402,980

 

 

300,944

 

1,107,436

 

7,703,924

 

8,811,359

 

(901,028

)

1973

 

30 Years

 

Spring Lake Manor

 

Birmingham, AL (T)

 

3,740,851

 

199,992

 

4,512,048

 

 

1,119,209

 

199,992

 

5,631,257

 

5,831,249

 

(1,071,148

)

1972

 

30 Years

 

Springbrook

 

Anderson, SC

 

1,575,700

 

168,959

 

1,488,611

 

 

267,891

 

168,959

 

1,756,503

 

1,925,461

 

(311,023

)

1986

 

30 Years

 

Springs Colony

 

Altamonte Springs, FL

 

(M)

 

630,411

 

5,852,157

 

 

1,281,317

 

630,411

 

7,133,474

 

7,763,885

 

(2,829,155

)

1986

 

30 Years

 

Springtree (REIT)

 

W. Palm Beach, FL

 

1,149,515

 

183,100

 

1,648,301

 

 

90,966

 

183,100

 

1,739,267

 

1,922,367

 

(202,311

)

1982

 

30 Years

 

Springwood (Col)

 

Columbus, OH

 

1,015,117

 

189,948

 

1,672,889

 

 

245,781

 

189,948

 

1,918,670

 

2,108,617

 

(325,450

)

1983

 

30 Years

 

Springwood (IN)

 

New Haven, IN

 

 

119,199

 

1,050,338

 

 

143,580

 

119,199

 

1,193,918

 

1,313,117

 

(212,714

)

1981

 

30 Years

 

Squaw Peak Condo, LLC

 

Phoenix, AZ

 

 

7,498

 

124,156

 

 

32,825

 

7,498

 

156,981

 

164,479

 

(24,323

)

1990

 

30 Years

 

St. Andrews at Winston Park

 

Coconut Creek, FL

 

 

5,680,000

 

19,812,090

 

 

406,866

 

5,680,000

 

20,218,956

 

25,898,956

 

(1,342,002

)

1997

 

30 Years

 

Steeplechase

 

Charlotte, NC

 

 

1,111,500

 

10,180,750

 

 

613,398

 

1,111,500

 

10,794,148

 

11,905,648

 

(2,281,835

)

1986

 

30 Years

 

Sterling Point

 

Littleton, CO

 

 

935,500

 

8,419,200

 

 

784,268

 

935,500

 

9,203,468

 

10,138,968

 

(2,300,029

)

1979

 

30 Years

 

Stewart Way I

 

Hinesville, GA

 

2,060,800

 

290,773

 

2,562,373

 

 

272,848

 

290,773

 

2,835,222

 

3,125,994

 

(513,877

)

1986

 

30 Years

 

Stillwater

 

Savannah, GA

 

 

151,198

 

1,332,417

 

 

105,348

 

151,198

 

1,437,765

 

1,588,963

 

(239,402

)

1983

 

30 Years

 

Stone Crossing

 

Montgomery, AL (T)

 

1,918,463

 

103,186

 

2,716,316

 

 

405,232

 

103,186

 

3,121,547

 

3,224,733

 

(620,204

)

1973

 

30 Years

 

Stone Oak

 

Houston, TX

 

 

2,544,000

 

17,513,496

 

 

138,398

 

2,544,000

 

17,651,895

 

20,195,895

 

(914,290

)

1998

 

30 Years

 

Stonehenge (Day)

 

Dayton, OH

 

 

202,294

 

1,782,140

 

 

205,640

 

202,294

 

1,987,780

 

2,190,074

 

(346,876

)

1985

 

30 Years

 

Stonehenge (Ind)

 

Indianapolis, IN

 

1,136,910

 

146,810

 

1,293,559

 

 

247,831

 

146,810

 

1,541,390

 

1,688,200

 

(299,613

)

1984

 

30 Years

 

Stonehenge (Jas)

 

Jasper, IN

 

 

78,335

 

690,214

 

 

96,915

 

78,335

 

787,129

 

865,464

 

(137,672

)

1985

 

30 Years

 

Stonehenge (KY)

 

Glasgow, KY

 

752,474

 

111,632

 

983,596

 

 

104,538

 

111,632

 

1,088,134

 

1,199,765

 

(197,328

)

1983

 

30 Years

 

Stonehenge (Mas)

 

Massillon, OH

 

 

145,386

 

1,281,012

 

 

242,405

 

145,386

 

1,523,417

 

1,668,803

 

(267,673

)

1984

 

30 Years

 

Stonehenge I (Ric)

 

Richmond, IN

 

1,064,539

 

156,343

 

1,377,552

 

 

227,939

 

156,343

 

1,605,491

 

1,761,834

 

(303,795

)

1984

 

30 Years

 

Stoney Creek

 

Lakewood, WA

 

 

1,215,200

 

10,938,134

 

 

903,319

 

1,215,200

 

11,841,453

 

13,056,653

 

(2,952,499

)

1990

 

30 Years

 

Stratford Square

 

Winter Park, FL (T)

 

4,872,608

 

391,300

 

3,176,441

 

 

399,583

 

391,300

 

3,576,025

 

3,967,325

 

(704,981

)

1972

 

30 Years

 

Sturbridge Meadows

 

Sturbridge, MA

 

2,192,319

 

702,447

 

4,695,714

 

 

148,370

 

702,447

 

4,844,084

 

5,546,531

 

(589,662

)

1985

 

30 Years

 

Suffolk Grove I

 

Grove City, OH

 

 

214,107

 

1,886,415

 

 

274,437

 

214,107

 

2,160,851

 

2,374,958

 

(361,108

)

1985

 

30 Years

 

Suffolk Grove II

 

Grove City, OH

 

 

167,683

 

1,477,569

 

 

234,035

 

167,683

 

1,711,603

 

1,879,286

 

(276,671

)

1987

 

30 Years

 

Sugartree I

 

New Smyna Beach, FL

 

912,950

 

155,018

 

1,453,696

 

 

269,138

 

155,018

 

1,722,834

 

1,877,852

 

(287,839

)

1984

 

30 Years

 

Sugartree II (REIT)

 

New Smyna Beach, FL

 

1,464,000

 

178,416

 

1,599,476

 

 

4,661

 

178,416

 

1,604,136

 

1,782,552

 

(5,710

)

1985

 

30 Years

 

Summer Chase

 

Denver, CO

 

(Q)

 

1,709,200

 

15,375,008

 

 

2,343,729

 

1,709,200

 

17,718,737

 

19,427,937

 

(5,495,310

)

1983

 

30 Years

 

Summer Creek

 

Plymouth, MN

 

 

579,600

 

3,815,800

 

 

421,752

 

579,600

 

4,237,553

 

4,817,153

 

(969,205

)

1985

 

30 Years

 

Summer Ridge

 

Riverside, CA

 

 

602,400

 

5,422,807

 

 

1,224,153

 

602,400

 

6,646,960

 

7,249,360

 

(1,689,570

)

1985

 

30 Years

 

S-11



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Summerhill Glen

 

Maynard, MA

 

1,876,560

 

415,812

 

2,779,618

 

 

250,259

 

415,812

 

3,029,877

 

3,445,689

 

(418,281

)

1980

 

30 Years

 

Summerset Village

 

Chatsworth, CA

 

(Q)

 

2,630,700

 

23,670,889

 

 

927,945

 

2,630,700

 

24,598,834

 

27,229,534

 

(6,401,512

)

1985

 

30 Years

 

Summerset Village II

 

Chatsworth, CA

 

 

260,646

 

31,577

 

 

 

260,646

 

31,577

 

292,223

 

 

(F)

 

30 Years

 

Summerwood

 

Hayward, CA

 

 

4,866,600

 

6,942,743

 

 

669,600

 

4,866,600

 

7,612,343

 

12,478,943

 

(1,688,456

)

1982

 

30 Years

 

Summit & Birch Hill

 

Farmington, CT

 

(P)

 

1,757,438

 

11,748,112

 

 

405,302

 

1,757,438

 

12,153,415

 

13,910,853

 

(1,415,404

)

1967

 

30 Years

 

Summit at Lake Union

 

Seattle, WA

 

 

1,424,700

 

12,852,461

 

 

1,093,233

 

1,424,700

 

13,945,694

 

15,370,394

 

(3,453,111

)

1995 — 1997

 

30 Years

 

Summit Center (FL)

 

W. Palm Beach, FL

 

2,154,803

 

670,000

 

1,733,312

 

 

347,200

 

670,000

 

2,080,512

 

2,750,512

 

(329,144

)

1987

 

30 Years

 

Sun Creek

 

Glendale, AZ

 

 

896,929

 

7,066,940

 

 

472,809

 

896,929

 

7,539,749

 

8,436,678

 

(1,781,416

)

1985

 

30 Years

 

Sunforest

 

Davie, FL

 

 

10,000,000

 

32,121,050

 

 

13,424

 

10,000,000

 

32,134,474

 

42,134,474

 

(132,386

)

1989

 

30 Years

 

Sunnyside

 

Tifton, GA

 

1,248,618

 

166,887

 

1,470,612

 

 

192,179

 

166,887

 

1,662,792

 

1,829,679

 

(304,951

)

1984

 

30 Years

 

Sunset Way I

 

Miami, FL

 

 

258,568

 

2,278,539

 

 

321,627

 

258,568

 

2,600,166

 

2,858,734

 

(458,646

)

1987

 

30 Years

 

Sunset Way II

 

Miami, FL

 

2,485,888

 

274,903

 

2,422,546

 

 

245,074

 

274,903

 

2,667,621

 

2,942,524

 

(456,922

)

1988

 

30 Years

 

Suntree

 

West Palm Beach, FL

 

 

469,000

 

1,479,589

 

 

65,394

 

469,000

 

1,544,983

 

2,013,983

 

(164,883

)

1982

 

30 Years

 

Surrey Downs

 

Bellevue, WA

 

 

3,057,100

 

7,848,618

 

 

608,249

 

3,057,100

 

8,456,867

 

11,513,967

 

(1,748,004

)

1986

 

30 Years

 

Sutton Place

 

Dallas, TX

 

 

1,358,400

 

12,227,725

 

 

3,657,746

 

1,358,400

 

15,885,471

 

17,243,871

 

(6,843,178

)

1985

 

30 Years

 

Sutton Place (FL)

 

Lakeland, FL

 

795,540

 

120,887

 

1,065,150

 

 

214,451

 

120,887

 

1,279,601

 

1,400,488

 

(247,679

)

1984

 

30 Years

 

Sweetwater Glen

 

Lawrenceville, GA

 

 

500,000

 

10,469,749

 

 

712,316

 

500,000

 

11,182,065

 

11,682,065

 

(2,244,007

)

1986

 

30 Years

 

Sycamore Creek

 

Scottsdale, AZ

 

 

3,152,000

 

19,083,727

 

 

1,166,835

 

3,152,000

 

20,250,562

 

23,402,562

 

(4,833,680

)

1984

 

30 Years

 

Tabor Ridge

 

Berea, OH

 

 

235,940

 

2,079,290

 

 

385,159

 

235,940

 

2,464,449

 

2,700,389

 

(433,163

)

1986

 

30 Years

 

Talleyrand

 

Tarrytown, NY (M)

 

35,000,000

 

12,000,000

 

49,799,370

 

 

195,526

 

12,000,000

 

49,994,897

 

61,994,897

 

(3,950,421

)

1997-98

 

30 Years

 

Tamarlane

 

Portland, ME

 

 

690,900

 

5,153,633

 

 

377,470

 

690,900

 

5,531,102

 

6,222,002

 

(1,393,532

)

1986

 

30 Years

 

Tanasbourne Terrace

 

Hillsboro, OR

 

(Q)

 

1,876,700

 

16,891,205

 

 

2,170,755

 

1,876,700

 

19,061,959

 

20,938,659

 

(6,911,561

)

1986-89

 

30 Years

 

Tanglewood (RI)

 

West Warwick, RI

 

6,389,150

 

1,141,415

 

7,630,129

 

 

243,111

 

1,141,415

 

7,873,240

 

9,014,655

 

(941,648

)

1973

 

30 Years

 

Tanglewood (VA)

 

Manassas, VA

 

25,110,000

 

2,108,295

 

20,932,971

 

 

2,263,895

 

2,108,295

 

23,196,866

 

25,305,161

 

(7,671,699

)

1987

 

30 Years

 

Terrace Trace

 

Tampa, FL

 

1,534,614

 

193,916

 

1,708,615

 

 

263,210

 

193,916

 

1,971,825

 

2,165,741

 

(348,617

)

1985

 

30 Years

 

Three Chopt West

 

Richmond, VA (T)

 

8,882,073

 

432,957

 

8,256,577

 

 

495,750

 

432,957

 

8,752,327

 

9,185,283

 

(1,459,347

)

1962

 

30 Years

 

Thymewood II

 

Miami, FL

 

 

219,661

 

1,936,463

 

 

166,547

 

219,661

 

2,103,010

 

2,322,671

 

(341,424

)

1986

 

30 Years

 

Tierra Antigua

 

Albuquerque, NM

 

6,330,489

 

1,825,000

 

7,792,856

 

 

252,718

 

1,825,000

 

8,045,574

 

9,870,574

 

(870,271

)

1985

 

30 Years

 

Timber Hollow

 

Chapel Hill, NC

 

 

800,000

 

11,219,537

 

 

1,032,692

 

800,000

 

12,252,229

 

13,052,229

 

(2,414,359

)

1986

 

30 Years

 

Timbercreek

 

Toledo, OH

 

1,445,801

 

203,420

 

1,792,350

 

 

267,464

 

203,420

 

2,059,814

 

2,263,234

 

(339,649

)

1987

 

30 Years

 

Timberwalk

 

Jacksonville, FL

 

 

1,988,000

 

13,204,219

 

 

869,787

 

1,988,000

 

14,074,005

 

16,062,005

 

(2,869,680

)

1987

 

30 Years

 

Timberwood

 

Aurora, CO

 

 

1,518,600

 

14,587,786

 

 

1,334,272

 

1,518,600

 

15,922,058

 

17,440,658

 

(3,615,620

)

1983

 

30 Years

 

Timberwood (GA)

 

Perry, GA

 

 

144,299

 

1,271,305

 

 

94,501

 

144,299

 

1,365,806

 

1,510,105

 

(233,024

)

1985

 

30 Years

 

Toscana

 

Irvine, CA

 

 

39,410,000

 

50,806,072

 

 

1,963,386

 

39,410,000

 

52,769,458

 

92,179,458

 

(5,879,370

)

1991/1993

 

30 Years

 

Town Center (TX)

 

Kingwood, TX

 

 

1,291,300

 

11,530,216

 

 

677,064

 

1,291,300

 

12,207,280

 

13,498,580

 

(3,088,456

)

1994

 

30 Years

 

Town Center II (TX)

 

Kingwood, TX

 

 

1,375,000

 

14,169,656

 

 

92,683

 

1,375,000

 

14,262,339

 

15,637,339

 

(2,129,327

)

1994

 

30 Years

 

Townhomes of Meadowbrook

 

Auburn Hills, MI

 

 

1,382,600

 

12,366,207

 

 

2,031,882

 

1,382,600

 

14,398,089

 

15,780,689

 

(3,311,501

)

1988

 

30 Years

 

Townhouse Park

 

Richmond, VA (T)

 

7,513,063

 

384,176

 

9,599,803

 

 

1,833,117

 

384,176

 

11,432,921

 

11,817,097

 

(2,137,078

)

1966

 

30 Years

 

Trails (CO), The

 

Aurora, CO

 

(Q)

 

1,217,900

 

8,877,205

 

 

2,982,727

 

1,217,900

 

11,859,932

 

13,077,832

 

(4,951,924

)

1986

 

30 Years

 

Trails at Briar Forest

 

Houston, TX

 

12,872,732

 

2,380,000

 

24,911,561

 

 

1,192,701

 

2,380,000

 

26,104,262

 

28,484,262

 

(5,197,725

)

1990

 

30 Years

 

Trails at Dominion Park

 

Houston, TX

 

7,723,516

 

2,531,800

 

35,699,589

 

 

2,910,713

 

2,531,800

 

38,610,302

 

41,142,102

 

(10,183,458

)

1992

 

30 Years

 

Trailway Pond I

 

Burnsville, MN

 

4,909,210

 

479,284

 

4,312,144

 

 

403,791

 

479,284

 

4,715,934

 

5,195,218

 

(1,138,723

)

1988

 

30 Years

 

Trailway Pond II

 

Burnsville, MN

 

11,354,755

 

1,107,288

 

9,961,409

 

 

644,136

 

1,107,288

 

10,605,545

 

11,712,833

 

(2,427,689

)

1988

 

30 Years

 

Turf Club

 

Littleton, CO

 

(S)

 

2,107,300

 

15,478,040

 

 

1,934,901

 

2,107,300

 

17,412,941

 

19,520,241

 

(4,083,126

)

1986

 

30 Years

 

Turkscap I

 

Brandon, FL

 

 

125,766

 

1,108,139

 

 

322,728

 

125,766

 

1,430,867

 

1,556,634

 

(295,788

)

1977

 

30 Years

 

Turkscap III

 

Brandon, FL

 

729,035

 

135,850

 

1,196,987

 

 

258,285

 

135,850

 

1,455,272

 

1,591,122

 

(242,119

)

1982

 

30 Years

 

Tyrone Gardens

 

Randolph, MA

 

 

4,953,000

 

5,799,572

 

 

679,815

 

4,953,000

 

6,479,387

 

11,432,387

 

(1,483,661

)

1961/1965

 

30 Years

 

University Square I

 

Tampa, FL

 

 

197,457

 

1,739,807

 

 

234,450

 

197,457

 

1,974,257

 

2,171,714

 

(332,769

)

1979

 

30 Years

 

Valencia Plantation

 

Orlando, FL

 

 

873,000

 

12,819,377

 

 

384,967

 

873,000

 

13,204,344

 

14,077,344

 

(2,495,796

)

1990

 

30 Years

 

Valley Creek I

 

Woodbury, MN

 

12,815,000

 

1,626,715

 

14,634,831

 

 

1,504,662

 

1,626,715

 

16,139,493

 

17,766,209

 

(3,756,858

)

1989

 

30 Years

 

Valley Creek II

 

Woodbury, MN

 

10,100,000

 

1,232,659

 

11,097,830

 

 

765,938

 

1,232,659

 

11,863,768

 

13,096,428

 

(2,663,664

)

1990

 

30 Years

 

Valleybrook

 

Newnan, GA

 

1,414,495

 

254,490

 

2,242,463

 

 

108,741

 

254,490

 

2,351,204

 

2,605,694

 

(381,531

)

1986

 

30 Years

 

Valleyfield (KY)

 

Lexington, KY

 

1,740,813

 

252,329

 

2,223,757

 

 

260,550

 

252,329

 

2,484,307

 

2,736,636

 

(440,253

)

1985

 

30 Years

 

Valleyfield (PA)

 

Bridgeville, PA

 

 

274,317

 

2,417,029

 

 

307,998

 

274,317

 

2,725,026

 

2,999,343

 

(452,316

)

1985

 

30 Years

 

Valleyfield I

 

Decatur, GA

 

1,514,792

 

252,413

 

2,224,134

 

 

218,107

 

252,413

 

2,442,241

 

2,694,654

 

(411,615

)

1984

 

30 Years

 

Valleyfield II

 

Decatur, GA

 

 

258,320

 

2,276,084

 

 

146,094

 

258,320

 

2,422,178

 

2,680,498

 

(389,016

)

1985

 

30 Years

 

Van Deene Manor

 

West Springfield, MA

 

(P)

 

744,491

 

4,976,771

 

 

96,506

 

744,491

 

5,073,277

 

5,817,768

 

(607,632

)

1970

 

30 Years

 

Versailles

 

Woodland Hills, CA

 

 

12,650,000

 

33,654,342

 

 

3,740

 

12,650,000

 

33,658,082

 

46,308,082

 

(104,004

)

1991

 

30 Years

 

Via Ventura

 

Scottsdale, AZ

 

 

1,486,600

 

13,382,006

 

 

6,335,430

 

1,486,600

 

19,717,436

 

21,204,036

 

(8,393,661

)

1980

 

30 Years

 

Villa Encanto

 

Phoenix, AZ

 

(S)

 

2,884,447

 

22,197,363

 

 

1,704,496

 

2,884,447

 

23,901,859

 

26,786,306

 

(5,833,974

)

1983

 

30 Years

 

Villa Solana

 

Laguna Hills, CA

 

 

1,665,100

 

14,985,678

 

 

2,989,444

 

1,665,100

 

17,975,121

 

19,640,221

 

(6,453,189

)

1984

 

30 Years

 

Village at Bear Creek

 

Lakewood, CO

 

(R)

 

4,519,700

 

40,676,390

 

 

1,301,305

 

4,519,700

 

41,977,695

 

46,497,395

 

(9,802,762

)

1987

 

30 Years

 

Village at Lakewood

 

Phoenix, AZ

 

(O)

 

3,166,411

 

13,859,090

 

 

1,023,827

 

3,166,411

 

14,882,916

 

18,049,327

 

(3,551,056

)

1988

 

30 Years

 

Village Oaks

 

Austin, TX

 

 

1,186,000

 

10,663,736

 

 

1,161,415

 

1,186,000

 

11,825,151

 

13,011,151

 

(3,431,763

)

1984

 

30 Years

 

Village of Newport

 

Kent, WA

 

 

416,300

 

3,756,582

 

 

492,654

 

416,300

 

4,249,236

 

4,665,536

 

(1,559,011

)

1987

 

30 Years

 

Villas at Josey Ranch

 

Carrollton, TX

 

6,410,258

 

1,587,700

 

7,254,727

 

 

818,013

 

1,587,700

 

8,072,740

 

9,660,440

 

(1,844,235

)

1986

 

30 Years

 

Viridian Lake

 

Fort Myers, FL

 

 

960,000

 

17,806,758

 

 

1,458,915

 

960,000

 

19,265,673

 

20,225,673

 

(3,904,845

)

1991

 

30 Years

 

Vista Del Lago

 

Mission Viejo, CA

 

 

4,525,800

 

40,736,293

 

 

4,667,285

 

4,525,800

 

45,403,578

 

49,929,378

 

(16,066,869

)

1986-88

 

30 Years

 

Vista Del Lago (TX)

 

Dallas, TX

 

 

3,552,000

 

20,108,469

 

 

326,945

 

3,552,000

 

20,435,415

 

23,987,415

 

(1,900,962

)

1992

 

30 Years

 

Vista Grove

 

Mesa, AZ

 

 

1,341,796

 

12,157,045

 

 

441,042

 

1,341,796

 

12,598,088

 

13,939,884

 

(2,678,113

)

1997 — 1998

 

30 Years

 

Walden Wood

 

Southfield, MI

 

 

834,700

 

7,513,690

 

 

2,148,370

 

834,700

 

9,662,061

 

10,496,761

 

(3,934,403

)

1972

 

30 Years

 

Warwick Station

 

Westminster, CO

 

8,313,000

 

2,282,000

 

20,543,195

 

 

844,121

 

2,282,000

 

21,387,316

 

23,669,316

 

(5,137,396

)

1986

 

30 Years

 

Waterbury (GA)

 

Athens, GA

 

 

147,450

 

1,299,195

 

 

62,190

 

147,450

 

1,361,385

 

1,508,835

 

(223,205

)

1985

 

30 Years

 

S-12



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Waterbury (IN)

 

Greenwood, IN

 

781,626

 

105,245

 

927,324

 

 

89,193

 

105,245

 

1,016,517

 

1,121,762

 

(182,911

)

1984

 

30 Years

 

Waterbury (MI)

 

Westland, MI

 

 

331,739

 

2,922,589

 

 

282,527

 

331,739

 

3,205,115

 

3,536,854

 

(549,969

)

1985

 

30 Years

 

Waterbury (OH)

 

Cincinnati, OH

 

 

193,167

 

1,701,834

 

 

284,798

 

193,167

 

1,986,632

 

2,179,799

 

(360,195

)

1985

 

30 Years

 

Waterfield Square I

 

Stockton, CA

 

6,923,000

 

950,000

 

6,297,993

 

 

791,738

 

950,000

 

7,089,731

 

8,039,731

 

(799,951

)

1984

 

30 Years

 

Waterfield Square II

 

Stockton, CA

 

6,595,000

 

845,000

 

5,811,080

 

 

700,016

 

845,000

 

6,511,096

 

7,356,096

 

(732,348

)

1984

 

30 Years

 

Waterford (Jax)

 

Jacksonville, FL

 

 

3,024,000

 

23,662,293

 

 

1,311,729

 

3,024,000

 

24,974,021

 

27,998,021

 

(5,170,094

)

1988

 

30 Years

 

Waterford (Jax) II

 

Jacksonville, FL

 

 

566,923

 

62,373

 

 

 

566,923

 

62,373

 

629,296

 

 

(F)

 

30 Years

 

Waterford at Deerwood

 

Jacksonville, FL

 

10,345,849

 

1,696,000

 

10,659,702

 

 

1,236,077

 

1,696,000

 

11,895,778

 

13,591,778

 

(2,522,798

)

1985

 

30 Years

 

Waterford at Orange Park

 

Orange Park, FL

 

9,540,000

 

1,960,000

 

12,098,784

 

 

1,355,788

 

1,960,000

 

13,454,572

 

15,414,572

 

(3,276,019

)

1986

 

30 Years

 

Waterford at the Lakes

 

Kent, WA

 

 

3,100,200

 

16,140,924

 

 

1,219,276

 

3,100,200

 

17,360,200

 

20,460,400

 

(4,527,302

)

1990

 

30 Years

 

Waterford Village (Palm Beach)

 

Delray Beach, FL

 

 

1,888,000

 

15,358,635

 

 

1,959,339

 

1,888,000

 

17,317,974

 

19,205,974

 

(3,916,570

)

1989

 

30 Years

 

Waterstone Place

 

Federal Way, WA

 

 

2,964,000

 

26,674,599

 

 

4,416,108

 

2,964,000

 

31,090,707

 

34,054,707

 

(12,205,406

)

1990

 

30 Years

 

Webster Green

 

Needham, MA

 

6,187,573

 

1,418,893

 

9,485,006

 

 

206,987

 

1,418,893

 

9,691,993

 

11,110,885

 

(1,098,101

)

1985

 

30 Years

 

Welleby Lake Club

 

Sunrise, FL

 

 

3,648,000

 

17,620,879

 

 

758,136

 

3,648,000

 

18,379,015

 

22,027,015

 

(3,650,445

)

1991

 

30 Years

 

Wellington Hill

 

Manchester, NH

 

(M)

 

1,890,200

 

17,120,662

 

 

3,390,982

 

1,890,200

 

20,511,644

 

22,401,844

 

(7,516,096

)

1987

 

30 Years

 

Wellsford Oaks

 

Tulsa, OK

 

 

1,310,500

 

11,794,290

 

 

857,700

 

1,310,500

 

12,651,989

 

13,962,489

 

(3,192,873

)

1991

 

30 Years

 

Wentworth

 

Roseville, MI

 

 

217,502

 

1,916,232

 

 

281,143

 

217,502

 

2,197,375

 

2,414,877

 

(372,457

)

1985

 

30 Years

 

West Of Eastland

 

Columbus, OH

 

1,906,620

 

234,544

 

2,066,675

 

 

357,042

 

234,544

 

2,423,717

 

2,658,260

 

(441,499

)

1977

 

30 Years

 

Westbrooke Village

 

Manchester, MO

 

 

1,890,000

 

10,606,343

 

 

958,256

 

1,890,000

 

11,564,599

 

13,454,599

 

(2,108,431

)

1984

 

30 Years

 

Westbrooke Village II

 

Manchester, MO

 

 

420,000

 

 

 

 

420,000

 

 

420,000

 

 

(F)

 

30 Years

 

Westridge

 

Tacoma, WA

 

 

3,501,900

 

31,506,082

 

 

2,538,045

 

3,501,900

 

34,044,127

 

37,546,027

 

(8,708,871

)

1987/1991

 

30 Years

 

Westside Villas I

 

Los Angeles, CA

 

 

1,785,000

 

3,233,254

 

 

157,841

 

1,785,000

 

3,391,095

 

5,176,095

 

(394,139

)

1999

 

30 Years

 

Westside Villas II

 

Los Angeles, CA

 

 

1,955,000

 

3,541,435

 

 

11,214

 

1,955,000

 

3,552,649

 

5,507,649

 

(407,762

)

1999

 

30 Years

 

Westside Villas III

 

Los Angeles, CA

 

 

3,060,000

 

5,538,871

 

 

28,120

 

3,060,000

 

5,566,991

 

8,626,991

 

(642,083

)

1999

 

30 Years

 

Westside Villas IV

 

Los Angeles, CA

 

 

3,060,000

 

5,539,390

 

 

11,124

 

3,060,000

 

5,550,515

 

8,610,515

 

(636,260

)

1999

 

30 Years

 

Westside Villas V

 

Los Angeles, CA

 

 

5,100,000

 

9,224,485

 

 

29,547

 

5,100,000

 

9,254,032

 

14,354,032

 

(1,060,105

)

1999

 

30 Years

 

Westside Villas VI

 

Los Angeles, CA

 

 

1,530,000

 

3,024,001

 

 

73,351

 

1,530,000

 

3,097,352

 

4,627,352

 

(328,207

)

1989

 

30 Years

 

Westside Villas VII

 

Los Angeles, CA

 

 

4,505,000

 

10,758,900

 

 

26,912

 

4,505,000

 

10,785,811

 

15,290,811

 

(595,141

)

2001

 

30 Years

 

Westway

 

Brunswick, GA

 

 

168,323

 

1,483,106

 

 

219,049

 

168,323

 

1,702,156

 

1,870,478

 

(303,524

)

1984

 

30 Years

 

Westwood Glen

 

Westwood, MA

 

1,344,978

 

1,616,505

 

10,806,004

 

 

240,450

 

1,616,505

 

11,046,453

 

12,662,958

 

(1,280,878

)

1972

 

30 Years

 

Westwood Pines

 

Tamarac, FL

 

 

1,528,600

 

13,739,616

 

 

959,703

 

1,528,600

 

14,699,319

 

16,227,919

 

(3,423,115

)

1991

 

30 Years

 

Westwynd Apts

 

West Hartford, CT

 

 

308,543

 

2,062,548

 

 

177,601

 

308,543

 

2,240,148

 

2,548,692

 

(275,062

)

1969

 

30 Years

 

Whispering Oaks

 

Walnut Creek, CA

 

 

2,170,800

 

19,539,586

 

 

2,269,117

 

2,170,800

 

21,808,703

 

23,979,503

 

(6,128,186

)

1974

 

30 Years

 

Whispering Pines

 

Fr. Pierce, FL

 

 

384,000

 

621,367

 

 

230,255

 

384,000

 

851,622

 

1,235,622

 

(151,755

)

1986

 

30 Years

 

Whispering Pines II

 

Fr. Pierce, FL

 

 

105,172

 

926,476

 

 

143,521

 

105,172

 

1,069,997

 

1,175,168

 

(191,922

)

1986

 

30 Years

 

Whisperwood

 

Cordele, GA

 

 

84,240

 

742,374

 

 

189,325

 

84,240

 

931,698

 

1,015,939

 

(176,151

)

1985

 

30 Years

 

White Bear Woods

 

White Bear Lake, MN

 

14,172,876

 

1,624,741

 

14,618,490

 

 

1,241,772

 

1,624,741

 

15,860,261

 

17,485,002

 

(3,550,011

)

1989

 

30 Years

 

Wilcrest Woods

 

Savannah, GA

 

1,264,266

 

187,306

 

1,650,373

 

 

144,523

 

187,306

 

1,794,896

 

1,982,202

 

(302,783

)

1986

 

30 Years

 

Wilde Lake

 

Richmond, VA

 

4,440,000

 

947,200

 

8,594,105

 

 

868,379

 

947,200

 

9,462,484

 

10,409,684

 

(2,638,845

)

1989

 

30 Years

 

Wilkins Glen

 

Medfield, MA

 

1,676,372

 

538,483

 

3,599,646

 

 

257,753

 

538,483

 

3,857,399

 

4,395,882

 

(488,351

)

1975

 

30 Years

 

Willow Brook (CA)

 

Pleasant Hill, CA

 

29,000,000

 

5,055,000

 

19,212,153

 

 

499,628

 

5,055,000

 

19,711,781

 

24,766,781

 

(1,924,670

)

1985

 

30 Years

 

Willow Creek

 

Fresno, CA

 

5,112,000

 

275,000

 

5,045,091

 

 

341,634

 

275,000

 

5,386,725

 

5,661,725

 

(592,560

)

1984

 

30 Years

 

Willow Creek I (GA)

 

Griffin, GA

 

 

145,769

 

1,298,973

 

 

119,792

 

145,769

 

1,418,765

 

1,564,534

 

(227,805

)

1985

 

30 Years

 

Willow Lakes

 

Spartanburg, SC

 

1,922,871

 

200,990

 

1,770,937

 

 

227,743

 

200,990

 

1,998,681

 

2,199,670

 

(342,494

)

1986

 

30 Years

 

Willow Run (GA)

 

Stone Mountain, GA

 

1,639,644

 

197,965

 

1,744,287

 

 

211,924

 

197,965

 

1,956,211

 

2,154,176

 

(360,394

)

1983

 

30 Years

 

Willow Run (IN)

 

New Albany, IN

 

1,072,316

 

183,873

 

1,620,119

 

 

160,219

 

183,873

 

1,780,337

 

1,964,210

 

(307,175

)

1984

 

30 Years

 

Willow Run (KY)

 

Madisonville, KY

 

1,068,934

 

141,016

 

1,242,352

 

 

158,180

 

141,016

 

1,400,531

 

1,541,547

 

(248,179

)

1984

 

30 Years

 

Willow Trail

 

Norcross, GA

 

 

1,120,000

 

11,412,982

 

 

658,698

 

1,120,000

 

12,071,680

 

13,191,680

 

(2,402,706

)

1985

 

30 Years

 

Willowick

 

Aurora, CO

 

 

506,900

 

4,157,878

 

 

454,683

 

506,900

 

4,612,562

 

5,119,462

 

(1,056,600

)

1980

 

30 Years

 

Will-O-Wisp

 

Kinston, NC (T)

 

3,600,000

 

197,398

 

3,926,972

 

 

436,658

 

197,398

 

4,363,630

 

4,561,028

 

(788,888

)

1970

 

30 Years

 

Willowood East II

 

Indianapolis, IN

 

 

104,918

 

924,590

 

 

150,549

 

104,918

 

1,075,139

 

1,180,057

 

(221,541

)

1985

 

30 Years

 

Willowood I (Gro)

 

Grove City, OH

 

898,012

 

126,045

 

1,110,558

 

 

178,621

 

126,045

 

1,289,179

 

1,415,224

 

(218,533

)

1984

 

30 Years

 

Willowood I (IN)

 

Columbus, OH

 

1,089,790

 

163,896

 

1,444,104

 

 

137,767

 

163,896

 

1,581,871

 

1,745,767

 

(262,795

)

1983

 

30 Years

 

Willowood I (KY)

 

Frankfort, KY

 

961,328

 

138,822

 

1,223,176

 

 

193,445

 

138,822

 

1,416,621

 

1,555,444

 

(239,021

)

1984

 

30 Years

 

Willowood I (Tro) (REIT)

 

Trotwood, OH

 

819,523

 

84,566

 

761,091

 

 

 

84,566

 

761,091

 

845,657

 

 

1985

 

30 Years

 

Willowood I (Woo)

 

Wooster, OH

 

 

117,254

 

1,033,137

 

 

138,027

 

117,254

 

1,171,164

 

1,288,418

 

(197,206

)

1984

 

30 Years

 

Willowood II (Gro)

 

Grove City, OH

 

523,452

 

70,924

 

624,814

 

 

108,479

 

70,924

 

733,294

 

804,217

 

(125,385

)

1985

 

30 Years

 

Willowood II (IN)

 

Columbus, OH

 

1,097,941

 

161,306

 

1,421,284

 

 

126,274

 

161,306

 

1,547,558

 

1,708,864

 

(262,126

)

1986

 

30 Years

 

Willowood II (KY)

 

Frankfort, KY

 

 

120,375

 

1,060,639

 

 

117,577

 

120,375

 

1,178,216

 

1,298,592

 

(193,992

)

1985

 

30 Years

 

Willowood II (Tro)

 

Trotwood, OH

 

 

142,623

 

1,256,667

 

 

146,251

 

142,623

 

1,402,919

 

1,545,542

 

(245,525

)

1987

 

30 Years

 

Willowood II (Woo)

 

Wooster, OH

 

823,533

 

103,199

 

909,398

 

 

159,088

 

103,199

 

1,068,486

 

1,171,685

 

(199,002

)

1986

 

30 Years

 

Willows I (OH), The

 

Columbus, OH

 

 

76,283

 

672,340

 

 

101,305

 

76,283

 

773,645

 

849,928

 

(147,135

)

1987

 

30 Years

 

Willows II (OH), The

 

Columbus, OH

 

 

96,679

 

851,845

 

 

80,858

 

96,679

 

932,703

 

1,029,382

 

(162,305

)

1981

 

30 Years

 

Willows III (OH), The

 

Columbus, OH

 

839,800

 

129,221

 

1,137,783

 

 

112,157

 

129,221

 

1,249,941

 

1,379,162

 

(211,749

)

1987

 

30 Years

 

Wimberly

 

Dallas, TX

 

 

2,232,000

 

27,685,923

 

 

860,822

 

2,232,000

 

28,546,745

 

30,778,745

 

(5,395,683

)

1996

 

30 Years

 

Wimbledon Oaks

 

Arlington, TX

 

7,058,889

 

1,491,700

 

8,843,716

 

 

906,244

 

1,491,700

 

9,749,960

 

11,241,660

 

(2,203,572

)

1985

 

30 Years

 

Winchester Park

 

Riverside, RI

 

 

2,822,618

 

18,868,626

 

 

1,689,373

 

2,822,618

 

20,557,999

 

23,380,617

 

(2,724,575

)

1972

 

30 Years

 

Winchester Wood

 

Riverside, RI

 

2,155,144

 

683,215

 

4,567,154

 

 

115,194

 

683,215

 

4,682,348

 

5,365,564

 

(537,355

)

1989

 

30 Years

 

Windemere

 

Mesa, AZ

 

 

949,300

 

8,659,280

 

 

1,280,197

 

949,300

 

9,939,477

 

10,888,777

 

(2,806,030

)

1986

 

30 Years

 

Windmont

 

Atlanta, GA

 

 

3,204,000

 

7,128,448

 

 

360,810

 

3,204,000

 

7,489,258

 

10,693,258

 

(1,160,639

)

1988

 

30 Years

 

Windridge (CA)

 

Laguna Niguel, CA

 

(I)

 

2,662,900

 

23,985,497

 

 

2,155,552

 

2,662,900

 

26,141,049

 

28,803,949

 

(8,650,892

)

1989

 

30 Years

 

Windwood I (FL)

 

Palm Bay, FL

 

 

113,913

 

1,003,498

 

 

216,185

 

113,913

 

1,219,684

 

1,333,596

 

(242,206

)

1988

 

30 Years

 

Windwood II (FL)

 

Palm Bay, FL

 

190,000

 

118,915

 

1,047,598

 

 

304,477

 

118,915

 

1,352,075

 

1,470,990

 

(273,761

)

1987

 

30 Years

 

S-13



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003

Description

 

 

 

Initial Cost to
Company

 

Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)

 

Gross Amount Carried
at Close of
Period 12/31/03

 

 

 

 

 

 

 

Life Used to
Compute
Depreciation in

 

Apartment Name

 

Location

 

Encumbrances

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures

 

Land

 

Building &
Fixtures (A)

 

Total (B)

 

Accumulated
Depreciation

 

Date of
Construction

 

Latest Income
Statement (C)

 

Wingwood (Orl)

 

Orlando, FL

 

1,389,506

 

236,884

 

2,086,402

 

 

790,651

 

236,884

 

2,877,053

 

3,113,937

 

(486,664

)

1980

 

30 Years

 

Winter Woods I (FL)

 

Winter Garden, FL

 

 

144,921

 

1,276,965

 

 

259,394

 

144,921

 

1,536,359

 

1,681,280

 

(274,289

)

1985

 

30 Years

 

Winter Woods II (FL) (REIT)

 

Winter Garden, FL

 

801,946

 

95,404

 

858,637

 

 

11,174

 

95,404

 

869,811

 

965,215

 

(13,633

)

1986

 

30 Years

 

Winterwood

 

Charlotte, NC

 

 

1,722,000

 

15,501,142

 

 

2,871,679

 

1,722,000

 

18,372,820

 

20,094,820

 

(7,093,969

)

1986

 

30 Years

 

Winthrop Court (KY)

 

Frankfort, KY

 

1,395,104

 

184,709

 

1,627,191

 

 

265,927

 

184,709

 

1,893,118

 

2,077,827

 

(325,666

)

1985

 

30 Years

 

Winthrop Court II (OH)

 

Columbus, OH

 

722,000

 

102,381

 

896,576

 

 

111,028

 

102,381

 

1,007,604

 

1,109,985

 

(171,486

)

1986

 

30 Years

 

Wood Creek (CA)

 

Pleasant Hill, CA

 

 

9,729,900

 

23,009,768

 

 

1,221,431

 

9,729,900

 

24,231,199

 

33,961,099

 

(5,718,995

)

1987

 

30 Years

 

Woodbine (Cuy)

 

Cuyahoga Falls, OH

 

 

185,868

 

1,637,701

 

 

119,869

 

185,868

 

1,757,569

 

1,943,437

 

(282,353

)

1982

 

30 Years

 

Woodbridge

 

Cary, GA

 

4,422,497

 

737,400

 

6,636,870

 

 

584,146

 

737,400

 

7,221,016

 

7,958,416

 

(2,174,904

)

1993-95

 

30 Years

 

Woodbridge (CT)

 

Newington, CT

 

(P)

 

498,377

 

3,331,548

 

 

108,850

 

498,377

 

3,440,398

 

3,938,775

 

(412,430

)

1968

 

30 Years

 

Woodbridge II

 

Cary, GA

 

 

1,244,600

 

11,243,364

 

 

640,211

 

1,244,600

 

11,883,575

 

13,128,175

 

(3,359,251

)

1993-95

 

30 Years

 

Woodcliff I

 

Lilburn, GA

 

 

276,659

 

2,437,667

 

 

270,033

 

276,659

 

2,707,701

 

2,984,360

 

(450,839

)

1984

 

30 Years

 

Woodcliff II

 

Lilburn, GA

 

1,594,517

 

266,449

 

2,347,769

 

 

166,585

 

266,449

 

2,514,355

 

2,780,804

 

(402,558

)

1986

 

30 Years

 

Woodcreek

 

Beaverton, OR

 

 

1,755,800

 

15,816,455

 

 

2,820,282

 

1,755,800

 

18,636,737

 

20,392,537

 

(7,232,864

)

1982-84

 

30 Years

 

Woodcrest I

 

Warner Robins, GA

 

 

115,739

 

1,028,353

 

 

123,714

 

115,739

 

1,152,067

 

1,267,805

 

(192,048

)

1984

 

30 Years

 

Woodlake (WA)

 

Kirkland, WA

 

(R)

 

6,631,400

 

16,735,484

 

 

1,047,419

 

6,631,400

 

17,782,903

 

24,414,303

 

(3,767,762

)

1984

 

30 Years

 

Woodland Hills

 

Decatur, GA

 

 

1,224,600

 

11,010,681

 

 

1,667,330

 

1,224,600

 

12,678,010

 

13,902,610

 

(3,769,875

)

1985

 

30 Years

 

Woodland Meadows

 

Ann Arbor, MI

 

(S)

 

2,006,000

 

18,049,552

 

 

1,423,604

 

2,006,000

 

19,473,156

 

21,479,156

 

(4,608,996

)

1987-1989

 

30 Years

 

Woodlands I (Col)

 

Columbus, OH

 

1,689,392

 

231,996

 

2,044,233

 

 

311,120

 

231,996

 

2,355,353

 

2,587,349

 

(401,621

)

1983

 

30 Years

 

Woodlands I (PA)

 

Zelienople, PA

 

986,507

 

163,192

 

1,437,897

 

 

151,320

 

163,192

 

1,589,216

 

1,752,408

 

(266,741

)

1983

 

30 Years

 

Woodlands I (Str)

 

Streetsboro, OH

 

246,222

 

197,378

 

1,739,112

 

 

207,713

 

197,378

 

1,946,825

 

2,144,203

 

(343,705

)

1984

 

30 Years

 

Woodlands II (Col)

 

Columbus, OH

 

1,464,859

 

192,633

 

1,697,310

 

 

245,339

 

192,633

 

1,942,649

 

2,135,282

 

(332,061

)

1984

 

30 Years

 

Woodlands II (PA)

 

Zelienople, PA

 

 

192,972

 

1,700,297

 

 

135,399

 

192,972

 

1,835,696

 

2,028,668

 

(298,101

)

1987

 

30 Years

 

Woodlands II (Str)

 

Streetsboro, OH

 

1,506,406

 

183,996

 

1,621,205

 

 

192,069

 

183,996

 

1,813,274

 

1,997,270

 

(318,622

)

1985

 

30 Years

 

Woodlands III (Col)

 

Columbus, OH

 

 

230,536

 

2,031,249

 

 

374,057

 

230,536

 

2,405,305

 

2,635,841

 

(419,531

)

1987

 

30 Years

 

Woodlands of Brookfield

 

Brookfield, WI

 

(N)

 

1,484,600

 

13,961,081

 

 

901,813

 

1,484,600

 

14,862,894

 

16,347,494

 

(3,118,400

)

1990

 

30 Years

 

Woodlands of Minnetonka

 

Minnetonka, MN

 

 

2,394,500

 

13,543,076

 

 

1,201,500

 

2,394,500

 

14,744,576

 

17,139,076

 

(3,471,349

)

1988

 

30 Years

 

Woodleaf

 

Campbell, CA

 

(R)

 

8,550,600

 

16,988,183

 

 

626,793

 

8,550,600

 

17,614,976

 

26,165,576

 

(3,487,648

)

1984

 

30 Years

 

Woodmoor

 

Austin, TX

 

 

653,800

 

5,875,968

 

 

2,018,635

 

653,800

 

7,894,603

 

8,548,403

 

(3,194,282

)

1981

 

30 Years

 

Woodridge (CO)

 

Aurora, CO

 

 

2,780,700

 

7,576,972

 

 

1,047,568

 

2,780,700

 

8,624,540

 

11,405,240

 

(1,946,602

)

1980-82

 

30 Years

 

Woodridge (MN)

 

Eagan, MN

 

7,375,018

 

1,602,300

 

10,449,579

 

 

924,058

 

1,602,300

 

11,373,638

 

12,975,938

 

(2,559,675

)

1986

 

30 Years

 

Woodridge II (CO)

 

Aurora, CO

 

 

 

4,148,517

 

 

542,029

 

 

4,690,546

 

4,690,546

 

(1,066,732

)

1980-82

 

30 Years

 

Woodridge III (CO)

 

Aurora, CO

 

 

 

9,130,764

 

 

1,195,613

 

 

10,326,377

 

10,326,377

 

(2,349,211

)

1980-82

 

30 Years

 

Woods of Elm Creek

 

San Antonio, TX

 

 

590,000

 

5,310,328

 

 

750,840

 

590,000

 

6,061,168

 

6,651,168

 

(1,694,894

)

1983

 

30 Years

 

Woods of North Bend

 

Raleigh, NC

 

(S)

 

1,039,500

 

9,305,319

 

 

1,663,425

 

1,039,500

 

10,968,744

 

12,008,244

 

(3,928,153

)

1983

 

30 Years

 

Woodscape

 

Raleigh, NC

 

 

957,300

 

8,607,940

 

 

817,176

 

957,300

 

9,425,116

 

10,382,416

 

(2,739,334

)

1979

 

30 Years

 

Woodside

 

Lorton, VA

 

 

1,326,000

 

12,510,903

 

 

969,332

 

1,326,000

 

13,480,235

 

14,806,235

 

(4,609,312

)

1987

 

30 Years

 

Woodtrail

 

Newnan, GA

 

 

250,895

 

2,210,658

 

 

200,905

 

250,895

 

2,411,563

 

2,662,458

 

(388,636

)

1984

 

30 Years

 

Woodvalley

 

Anniston, AL

 

1,343,079

 

190,188

 

1,675,765

 

 

135,899

 

190,188

 

1,811,664

 

2,001,852

 

(303,441

)

1986

 

30 Years

 

Wyndridge 2

 

Memphis, TN

 

14,135,000

 

1,488,000

 

13,607,636

 

 

1,666,861

 

1,488,000

 

15,274,497

 

16,762,497

 

(4,079,342

)

1988

 

30 Years

 

Wyndridge 3

 

Memphis, TN

 

10,855,000

 

1,502,500

 

13,531,741

 

 

917,667

 

1,502,500

 

14,449,408

 

15,951,908

 

(3,740,550

)

1988

 

30 Years

 

Yarmouth Woods

 

Yarmouth, ME

 

 

692,800

 

6,096,155

 

 

509,500

 

692,800

 

6,605,655

 

7,298,455

 

(1,547,142

)

1971/1978

 

30 Years

 

Yorktowne at Olde Mill

 

Millersville, MD

 

 

216,000

 

2,674,121

 

 

4,491,376

 

216,000

 

7,165,497

 

7,381,497

 

(5,650,992

)

1974

 

30 Years

 

Management Business

 

Chicago, IL

 

 

 

 

 

30,182,866

 

 

30,182,866

 

30,182,866

 

(16,592,741

)

(D)

 

 

 

Operating Partnership

 

Chicago, IL (H)

 

43,792

 

 

9,156

 

 

 

 

9,156

 

9,156

 

 

(F)

 

 

 

Total Investment in Real Estate

 

 

 

$

1,834,621,384

 

$

1,853,093,564

 

$

10,182,887,577

 

$

 

$

838,397,934

 

$

1,853,093,564

 

$

11,021,285,511

 

$

12,874,379,075

 

$

(2,296,013,441

)

 

 

 

 

S-14



EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2003(I) See attached Encumbrances Reconciliation.

 

S-1


NOTES:

(A)      The balance of furniture & fixtures included in the total investment in real estate amount was $602,647,035.02 as of December 31, 2003.

(B)        The aggregate cost for Federal Income Tax purposes as of December 31, 2003 was approximately $8.45 billion.

(C)        The life to compute depreciation for furniture & fixtures is 5 years.

(D)       This asset consists of various acquisition dates and largely represents furniture, fixtures and equipment owned by the Management Business.

(E)         Improvements are net of write-off of fully depreciated assets which are no longer in service.

(F)         Represents land and/or miscellaneous improvements held for future development.

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

(H)       The mortgage debt is the balance for a property that was sold, which balance was not collateralized by the property.  The amount was transferred to ERPOP.

(I)            These three properties are pledged as additional collateral in connection with a tax-exempt bond financing.

(J)           These three properties are pledged as additional collateral in connection with a tax-exempt bond financing.

S-15




 

EQUITY RESIDENTIAL

Schedule III - Real Estate and Accumulated Depreciation

Encumbrances Reconciliation

December 31, 20032006

 

Entity Encumbrances

 

Number of
Properties
Encumbered By

 

See Properties
With Note:

 

Amount

 

Portfolio/Entity Encumbrances

 

Number of
Properties
Encumbered By

 

See Properties
With Note:

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQR Arbors Financing LP

 

2

 

(K)

 

$

13,265,000

 

 

1

 

(K)

 

$

13,265,000

 

EQR Breton Hammocks Financing LP

 

1

 

(L)

 

15,211,947

 

EQR-Bond Partnership

 

13

 

(M)

 

192,994,000

 

 

10

 

(L)

 

144,514,000

 

EQR Flatlands LLC

 

5

 

(N)

 

50,000,000

 

EWR, LP

 

5

 

(O)

 

45,258,236

 

GPT-Windsor, LLC

 

16*

 

(P)

 

63,000,000

 

 

16*

 

(M)

 

63,000,000

 

EQR-Codelle, LP

 

10

 

(Q)

 

120,163,327

 

 

10

 

(N)

 

114,553,427

 

EQR-Conner, LP

 

14

 

(R)

 

210,267,676

 

 

14

 

(O)

 

198,301,191

 

EQR-FANCAP 2000A LP

 

11

 

(S)

 

148,333,000

 

 

11

 

(P)

 

148,333,000

 

GC Southeast Partners LP (SEP)

 

11

 

(T)

 

700,000

 

Entity Encumbrances

 

 

 

 

 

859,193,186

 

EQR-Fankey 2004 Ltd. Pship

 

8

 

(Q)

 

211,484,531

 

 

 

 

 

 

 

 

Portfolio/Entity Encumbrances

 

 

 

 

 

893,451,149

 

Individual Property Encumbrances

 

 

 

 

 

1,834,621,384

 

 

 

 

 

 

2,284,772,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Encumbrances per Financial Statements

 

 

 

 

 

$

2,693,814,571

 

 

 

 

 

 

$

3,178,223,172

 

 


* Collateral also includes $3.1$2.7 million invested in U.S. Treasury Securities which is included in Deposits - - Restricted in the accompanying consolidated balance sheets at December 21, 2003.31, 2006.

 

S-16S-2



 

EQUITY RESIDENTIALERP 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, 2003, 20022006, 2005 and 20012004 are as follows:

 

 

2003

 

2002

 

2001

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

13,046,263

 

$

13,019,841

 

$

12,650,028

 

 

$

16,590,370

 

$

14,852,621

 

$

12,874,379

 

Acquisitions and development

 

800,143

 

528,302

 

753,648

 

 

2,252,039

 

2,906,414

 

2,563,612

 

Improvements

 

184,876

 

164,077

 

157,847

 

 

265,832

 

250,110

 

218,724

 

Write-off of fully depreciated assets which are no longer in service

 

(31,590

)

 

(149

)

Dispositions and other

 

(1,125,313

)

(665,957

)

(541,533

)

 

(1,873,066

)

(1,418,775

)

(804,094

)

Balance, end of year

 

$

12,874,379

 

$

13,046,263

 

$

13,019,841

 

 

$

17,235,175

 

$

16,590,370

 

$

14,852,621

 

 

The changes in accumulated depreciation for the years ended December 31, 2003, 2002,2006, 2005, and 20012004 are as follows:

 

 

2003

 

2002

 

2001

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

2,112,017

 

$

1,719,131

 

$

1,359,089

 

 

$

2,888,140

 

$

2,599,827

 

$

2,296,013

 

Depreciation

 

470,908

 

471,295

 

457,071

 

 

592,637

 

528,152

 

496,422

 

Write-off of fully depreciated assets which are no longer in service

 

(31,590

)

 

(149

)

Dispositions and other

 

(255,322

)

(78,409

)

(96,880

)

 

(458,297

)

(239,839

)

(192,608

)

Balance, end of year

 

$

2,296,013

 

$

2,112,017

 

$

1,719,131

 

 

$

3,022,480

 

$

2,888,140

 

$

2,599,827

 

 

S-17S-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

DocumentDescription

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.

 

10.13

First AmendmentIncluded as an exhibit to the Equity Residential Advantage Retirement Savings Plan, effectiveCompany’s Form 10-K for the year ended December 2002.

10.14

Second Amendment to the Equity Residential Advantage Retirement Savings Plan, effective December 2002.

10.15

Third Amendment to the Equity Residential Advantage Retirement Savings Plan, effective May31, 2003.

 

 

 

10.1810.4*

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.

 

 

 

24.124

 

Power of Attorney for John W. Alexander dated March 3, 2004.

24.2Attorney.

 

Power of Attorney for Stephen O. Evans dated March 5, 2004.Signature page to this report.

24.3

 

Power of Attorney for Charles L. Atwood dated March 8, 2004.

24.4

Power of Attorney for Desiree G. Rogers dated March 9, 2004.

24.5

Power of Attorney for B. Joseph White dated March 3, 2004.

24.6

Power of Attorney for Sheli Z. Rosenberg dated March 5, 2004.

24.7

Power of Attorney for James D. Harper, Jr. dated March 4, 2004.

24.8

Power of Attorney for Boone A. Knox dated March 3, 2004.

24.9

Power of Attorney for Michael N. Thompson dated March 5, 2004.

24.10

Power of Attorney for Samuel Zell dated March 2, 2004.

24.11

Power of Attorney for Gerald A. Spector dated March 2, 2004.

 

 

 

31.1

 

Certification of Bruce W. Duncan,David J. Neithercut, Chief Executive Officer.

Attached herein.

31.2

 

Certification of David J. Neithercut,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-OxleySarbanes–Oxley Act of 2002, of Bruce W. Duncan,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-OxleySarbanes–Oxley Act of 2002, of David J. Neithercut,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.