For further information including definitions for capitalized terms not defined
herein, refer to the consolidated financial statements and footnotes thereto
included in the Company's and the Operating Partnership's Annual Report on Form
10-K for the year ended December 31, 2019. In addition, please refer to the
Definitions section below for various capitalized terms not immediately defined
in this Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Forward-Looking Statements





Forward-looking statements are intended to be made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations, estimates, projections and
assumptions made by management. While the Company's management believes the
assumptions underlying its forward-looking statements are reasonable, such
information is inherently subject to uncertainties and may involve certain
risks, which could cause actual results, performance or achievements of the
Company to differ materially from anticipated future results, performance or
achievements expressed or implied by such forward-looking statements. Many of
these uncertainties and risks are difficult to predict and beyond management's
control, such as the current novel coronavirus ("COVID-19") pandemic (see below
for further discussion). Forward-looking statements are not guarantees of future
performance, results or events. The forward-looking statements contained herein
are made as of the date hereof and the Company undertakes no obligation to
update or supplement these forward-looking statements.

In addition, these forward-looking statements are subject to risks related to
the COVID-19 pandemic, many of which are unknown, including the duration and
severity of the pandemic, the extent of the adverse health impact on the general
population and on our residents, customers and employees in particular, its
impact on the employment rate and the economy and the corresponding impact on
our residents' and tenants' ability to pay their rent on time or at all, the
extent and impact of governmental responses and the impact of operational
changes we have implemented and may implement in response to the pandemic.

Factors that might cause such differences are discussed in Part I of the
Company's and the Operating Partnership's Annual Report on Form 10-K for the
year ended December 31, 2019, particularly those under Item 1A, Risk
Factors. Additional factors are also included in Part II, Item 1A, Risk Factors,
of this Quarterly Report on Form 10-Q.

Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report.



Due to the inherent uncertainty surrounding the social and economic disruption
resulting from the COVID-19 pandemic, the Company withdrew its full-year 2020
guidance. The Company is also suspending issuing guidance in future periods
until there is greater certainty surrounding the impact of the ongoing pandemic.

Overview



Equity Residential ("EQR") is committed to creating communities where people
thrive. The Company, a member of the S&P 500, is focused on the acquisition,
development and management of rental apartment properties located in urban and
high-density suburban communities where today's renters want to live, work and
play. ERP Operating Limited Partnership ("ERPOP") is focused on conducting the
multifamily property business of EQR. EQR is a Maryland real estate investment
trust ("REIT") formed in March 1993 and ERPOP is an Illinois limited partnership
formed in May 1993. References to the "Company," "we," "us" or "our" mean
collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by
EQR and/or ERPOP. References to the "Operating Partnership" mean collectively
ERPOP and those entities/subsidiaries owned or controlled by ERPOP.

EQR is the general partner of, and as of March 31, 2020 owned an approximate
96.4% ownership interest in, ERPOP. All of the Company's property ownership,
development and related business operations are conducted through the Operating
Partnership and EQR has no material assets or liabilities other than its
investment in ERPOP. EQR issues equity from time to time, the net proceeds of
which it is obligated to contribute to ERPOP, but does not have any indebtedness
as all debt is incurred by the Operating Partnership. The Operating Partnership
holds substantially all of the assets of the Company, including the Company's
ownership interests in its joint ventures. The Operating Partnership conducts
the operations of the business and is structured as a partnership with no
publicly traded equity.

The Company's corporate headquarters is located in Chicago, Illinois and the
Company also operates regional property management offices in each of its
markets. As of March 31, 2020, the Company had approximately 2,600 employees who
provided real estate operations, leasing, legal, financial, accounting,
acquisition, disposition, development and other support functions.

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On March 11, 2020, the World Health Organization declared the outbreak of
COVID-19 a pandemic. See the COVID-19 Impact section below for a discussion of
the impact on our business to date, including operational changes we have
implemented, performance indicators and factors that we anticipate will inform
our future decisions and actions. The rapid development and fast-changing nature
of the COVID-19 pandemic creates many unknowns that could have a future material
impact on the Company. Its duration and severity, the extent of the adverse
health impact on the general population, our residents and our employees are
among the unknowns. These, among other items, will likely impact the economy,
the unemployment rate and our operations and could materially affect our future
consolidated results of operations, financial condition, liquidity, investments
and overall performance. For additional details, see Item 1A, Risk Factors.

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 Securities and Exchange Commission ("SEC") free of charge on
our website, www.equityapartments.com. These reports are made available on our
website as soon as reasonably practicable after we file them with the SEC. The
information contained on our website, including any information referred to in
this report as being available on our website, is not a part of or incorporated
into this report.

Business Objectives and Operating and Investing Strategies



The Company's and the Operating Partnership's overall business objectives and
operating and investing strategies have not changed from the information
included in the Company's and the Operating Partnership's Annual Report on Form
10-K for the year ended December 31, 2019, though the Company and the Operating
Partnership will continue to be focused on its response to the COVID-19 pandemic
in the near-term.

Results of Operations

2020 Transactions

In conjunction with our business objectives and operating strategy, the Company
continued to invest in apartment properties located primarily in our urban and
high-density suburban communities and sell apartment properties that we believe
will have inferior long-term returns. The following table provides a rollforward
of the transactions that occurred during the quarter ended March 31, 2020:



                             Portfolio Rollforward

                                ($ in thousands)



                                                             Apartment                         Disposition
                                            Properties         Units         Sales Price          Yield
                              12/31/2019            309          79,962
Dispositions:
Consolidated Rental Properties                       (3 )          (897 )   $    (370,200 )            (5.0 )%
                               3/31/2020            306          79,065



The consolidated properties disposed of were located in the Phoenix and San Francisco markets and the sales generated an Unlevered IRR of 12.9%. See Note 4 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company's real estate transactions.



We currently budget spending approximately $250.0 million on development costs
during the year ending December 31, 2020, of which approximately $50.0 million
was spent in the first quarter of 2020, primarily for properties currently under
construction. Certain of these costs will be funded by third party construction
mortgages and joint venture partner obligations. Currently our development
project in Boston has been halted due to the city issuing a temporary
construction moratorium as a result of the COVID-19 pandemic, while our projects
in Bethesda, MD and Alameda, CA continue under construction. The expected
spending noted above could change as a result of the Boston project being halted
or other COVID-19 related impacts.

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Same Store Results

Properties that the Company owned and were stabilized (see definition below) for
all of both of the quarters ended March 31, 2020 and 2019 (the "First Quarter
2020 Same Store Properties"), which represented 74,919 apartment units, impacted
the Company's results of operations. The First Quarter 2020 Same Store
Properties are discussed in the following paragraphs.

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

The following tables provide a rollforward of the apartment units included in
Same Store Properties and a reconciliation of apartment units included in Same
Store Properties to those included in Total Properties for the quarter ended
March 31, 2020:



                                                 Quarter Ended March 31, 2020
                                                                     Apartment
                                             Properties                Units
Same Store Properties at December 31, 2019           279                    71,830
2017 acquisitions                                      2                       510
2018 acquisitions                                      5                     1,461
2020 dispositions                                     (3 )                    (897 )
Lease-up properties stabilized                         5                    

2,015


Same Store Properties at March 31, 2020              288                    74,919




                                                 Quarter Ended March 31, 2020
                                                                     Apartment
                                             Properties                Units
Same Store                                           288                    74,919
Non-Same Store:
2019 acquisitions                                     13                     3,540
Master-Leased properties (1)                           1                       162
Lease-up properties not yet stabilized (2)             3                       443
Other                                                  1                         1
Total Non-Same Store                                  18                     4,146
Total Properties and Apartment Units                 306                    79,065



Note: Properties are considered "stabilized" when they have achieved 90% occupancy for three consecutive months. Properties are included in same store when they are stabilized for all of the current and comparable periods presented.

(1) Consists of one property containing 162 apartment units that is wholly owned

by the Company where the entire project is master-leased to a third party

corporate housing provider.

(2) Consists of properties in various stages of lease-up and properties where

lease-up has been completed but the properties were not stabilized for the


    comparable periods presented.


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





                                                       Quarter Ended March 31,
                                                         2020             2019
Operating income                                     $     422,109      $ 209,969

Adjustments:


Fee and asset management revenue                               (24 )         (192 )
Property management                                         27,709         26,396
General and administrative                                  14,518         15,381
Depreciation                                               212,422        204,215

Net (gain) loss on sales of real estate properties (207,977 )


   21
Total NOI                                            $     468,757      $ 455,790
Rental income:
Same store                                           $     648,377      $ 631,099
Non-same store/other                                        33,928         31,203
Total rental income                                        682,305        662,302
Operating expenses:
Same store                                                 199,937        195,224
Non-same store/other                                        13,611         11,288
Total operating expenses                                   213,548        206,512
NOI:
Same store                                                 448,440        435,875
Non-same store/other                                        20,317         19,915
Total NOI                                            $     468,757      $ 455,790

The following table provides comparative total same store results and statistics for the First Quarter 2020 Same Store Properties:


                   First Quarter 2020 vs. First Quarter 2019

Total Same Store Results/Statistics Including 74,919 Same Store Apartment Units

                $ in thousands (except for Average Rental Rate)



                                              First Quarter 2020                                                                             First Quarter 2019
                                           %               Non-               %                          %                                                       Non-
                       Residential      Change        Residential (1)      Change         Total        Change                             Residential       Residential (1)        Total
     Revenues         $     625,286         2.9 %    $          23,091        (1.4 %)   $ 648,377          2.7 %        Revenues         $     607,686     $          23,413     $ 631,099
     Expenses         $     194,207         2.3 %    $           5,730         6.3 %    $ 199,937          2.4 %        Expenses         $     189,836     $           5,388     $ 195,224
        NOI           $     431,079         3.2 %    $          17,361        (3.7 %)   $ 448,440          2.9 %           NOI           $     417,850     $          18,025     $ 435,875

Average Rental Rate   $       2,885         2.7 %                                                                  Average Rental Rate   $       2,809
Physical Occupancy             96.5 %       0.2 %                                                                  Physical Occupancy             96.3 %
Turnover                        9.7 %      (0.4 %)                                                                 Turnover                       10.1 %



Note: Same store revenues for all leases are reflected on a straight-line basis in accordance with GAAP for the current and comparable periods.

(1) Non-Residential - Consists of revenues and expenses from retail and public

parking garage operations. Non-Residential same store revenues declined 1.4%

in Q1 2020 as compared to Q1 2019 primarily due to elevated parking income

and lease termination settlement fees in the comparable period.

The following table provides results/statistics related to our residential same store operations for both the quarters ended March 31, 2020 and 2019:


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                   First Quarter 2020 vs. First Quarter 2019

              Same Store Residential Results/Statistics by Market



                                                                                                                                       Increase

(Decrease) from Prior Year's Quarter


                                                                                    Q1 2020
                                                       Q1 2020      Q1 2020        Weighted
                                                         % of       Average         Average                                                                      Average
                                        Apartment       Actual       Rental        Physical         Q1 2020                                                      Rental        Physical
        Markets/Metro Areas               Units          NOI          Rate 

      Occupancy %       Turnover       Revenues         Expenses         NOI          Rate         Occupancy        Turnover
Los Angeles                                 15,968         19.6 %   $  2,633              96.0 %         11.3 %           2.1 %           1.3 %        2.4 %          2.2 %          (0.2 %)         (0.3 %)
Orange County                                4,028          4.7 %      2,280              96.8 %          9.0 %           3.4 %           0.6 %        4.3 %          2.8 %           0.5 %          (1.5 %)
San Diego                                    3,385          4.1 %      2,443              96.8 %         12.0 %           3.5 %           2.4 %        3.9 %          2.8 %           0.7 %          (0.1 %)
Subtotal - Southern California              23,381         28.4 %      2,544              96.2 %         11.0 %           2.5 %           1.3 %        2.9 %          2.4 %           0.0 %          (0.5 %)

San Francisco                               12,321         20.8 %      3,353              96.8 %          9.6 %           3.1 %           3.9 %        2.8 %          2.9 %           0.2 %          (0.1 %)
Washington DC                               14,228         16.3 %      2,485              96.3 %          8.4 %           2.6 %           1.5 %        3.1 %          2.8 %          (0.2 %)          0.0 %
New York                                     9,475         13.8 %      3,947              96.7 %          7.2 %           2.1 %           3.9 %        0.7 %          1.8 %           0.3 %          (0.8 %)
Seattle                                      8,442         10.3 %      2,470              97.2 %         11.2 %           5.4 %           2.3 %        6.7 %          4.4 %           0.9 %          (1.7 %)
Boston                                       6,346          9.6 %      3,181              95.8 %          9.1 %           3.3 %          (0.7 %)       5.0 %          3.2 %          (0.1 %)          0.0 %
Denver                                         726          0.8 %      2,122              96.2 %         12.1 %          (0.1 %)          2.8 %       (1.1 %)         0.3 %          (0.5 %)         (0.6 %)

Total                                       74,919        100.0 %   $  2,885              96.5 %          9.7 %           2.9 %           2.3 %        3.2 %          2.7 %           0.2 %          (0.4 %)



Note: The above table reflects Residential same store results only, which historically account for approximately 96.0% of total revenues.

The following table provides comparative total same store operating expenses for the First Quarter 2020 Same Store Properties:


                   First Quarter 2020 vs. First Quarter 2019

Total Same Store Operating Expenses Including 74,919 Same Store Apartment Units

                                 $ in thousands

                                                                                                   % of Actual
                                                                                                     Q1 2020
                                       Actual        Actual            $               %            Operating
                                       Q1 2020       Q1 2019       Change (5)       Change          Expenses
Real estate taxes                     $  86,274     $  82,699     $      3,575           4.3 %             43.1 %
On-site payroll (1)                      42,125        41,736              389           0.9 %             21.1 %
Utilities (2)                            27,225        26,558              667           2.5 %             13.6 %
Repairs and maintenance (3)              22,918        23,832             (914 )        (3.8 )%            11.5 %
Insurance                                 6,143         5,225              918          17.6 %              3.1 %
Leasing and advertising                   2,297         2,524             (227 )        (9.0 )%             1.1 %
Other on-site operating expenses
(4)                                      12,955        12,650              305           2.4 %              6.5 %
Total Same Store Operating Expenses
(includes Residential and
Non-Residential)                      $ 199,937     $ 195,224     $      4,713           2.4 %            100.0 %



(1) On-site payroll - Includes payroll and related expenses for on-site personnel

including property managers, leasing consultants and maintenance staff.

(2) Utilities - Represents gross expenses prior to any recoveries under the

Resident Utility Billing System ("RUBS"). Recoveries are reflected in rental

income.

(3) Repairs and maintenance - Includes general maintenance costs, apartment unit

turnover costs including interior painting, routine landscaping, security,

exterminating, fire protection, snow removal, elevator, roof and parking lot

repairs and other miscellaneous building repair and maintenance costs.

(4) Other on-site operating expenses - Includes ground lease costs and

administrative costs such as office supplies, telephone and data charges and

association and business licensing fees.

(5) The changes are due primarily to:

• Real estate taxes - Increase in line with expectations. Continued real

estate tax growth affected most markets, particularly New York, where the

continued burn-off of 421-a tax abatement benefits drove the increase.

• On-site payroll - Increase slightly below expectations due in part to

faster than anticipated progress in transition to enhanced operating

platform.

• Utilities - Increase generally in line with expectations for the year.




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    •   Repairs and maintenance - Decrease primarily driven by lower snow removal

and weather-related expense in the Northeast during the current period and

elevated weather-related expense in California during the comparable

period.

• Insurance - Increase due to higher premiums on property insurance renewal

due to challenging conditions in the insurance market.

• Leasing and advertising - Decrease greater than expectations due to lower

than anticipated online advertising spend during the period.

See also Note 13 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company's segment disclosures.

Non-Same Store/Other Results



Non-same store/other NOI results for the quarter ended March 31, 2020 increased
approximately $0.4 million compared to the same period of 2019 and consist
primarily of properties acquired in calendar year 2019, operations from the
Company's development properties and operations prior to disposition from 2019
and 2020 sold properties. This difference is due primarily to:



• A positive impact of higher NOI from development and newly stabilized

development properties in lease-up of $1.8 million;

• A positive impact of higher NOI from properties acquired in 2019 of $14.7

million; and

• A negative impact of lost NOI from 2019 and 2020 dispositions of $14.9

million.

Comparison of the quarter ended March 31, 2020 to the quarter ended March 31, 2019

The following table presents a reconciliation of diluted earnings per share/unit for the quarter ended March 31, 2020 as compared to the same period in 2019:





                                                         Quarter Ended
                                                           March 31

Diluted earnings per share/unit for period ended 2019 $ 0.28 Property NOI

                                                       0.04
Interest expense                                                   0.02
Net gain/loss on property sales                                    0.51
Other                                                             (0.02 )

Diluted earnings per share/unit for period ended 2020 $ 0.83






The increase in consolidated NOI is primarily a result of the Company's improved
NOI from same store and lease-up properties. The following table presents the
changes in the components of consolidated NOI for the quarter ended March 31,
2020 as compared to the same period in 2019:

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