EQUITY RESIDENTIAL
For the period ended Apr 15, 2025. Filed Apr 15, 2025.
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Apr 15, 2025 · Filed Apr 15, 2025
Contents
SUPPLEMENTAL APPENDIX
Acquisition Capit alization Rate or Cap Rate. NOI that the Company anticipates receiving in the next 12 months (or the year two or three stabilized NOI for properties that are in lease-up at acquisition) less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $100-$450 per apartment unit depending on the age and condition of the asset) divided by the gross purchase price of the asset. The weighted average Acquisition Cap Rate for acquired properties is weighted based on the projected NOI streams and the relative purchase price for each respective property.
Capital Expenditures to Real Estate:
Building Improvements. Includes roof replacement, paving, building mechanical equipment systems, exterior siding and painting, major landscaping, furniture, fixtures and equipment for amenities and common areas, vehicles and office and maintenance equipment.
NOI-Enhancing. Primarily includes Renovation Expenditures as well as sustainability and property-level technology expenditures that are intended to increase revenues or decrease expenses.
Recurring. Capital expenditures necessary to help preserve the value of and maintain the functionality at our apartment properties.
Renovation Expenditures. Apartment unit renovation costs (primarily kitchens and baths) designed to reposition these units for higher rental levels in their respective markets.
Replacements. Includes appliances, mechanical equipment, fixtures and flooring (including hardwood and carpeting).
Dispos ition Yield. NOI that the Company anticipates giving up in the next 12 months less an estimate of property management costs/management fees allocated to the project (generally ranging from 2.0% to 4.0% of revenues depending on the size and income streams of the asset) and less an estimate for in-the-unit replacement capital expenditures (generally ranging from $150-$450 per apartment unit depending on the age and condition of the asset) divided by the gross sales price of the asset. The weighted average Disposition Yield for sold properties is weighted based on the projected NOI streams and the relative sales price for each respective property.
Established Markets. Includes Boston, New York, Washington, D.C., Seattle, San Francisco and Southern California (Los Angeles, Orange County and San Diego).
Expansion Markets. Includes Denver, Atlanta, Dallas/Ft. Worth and Austin.
Net Operating Income ("NOI"). NOI is the Company’s primary financial measure for evaluating each of its apartment properties. NOI is defined as 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.
| Equity Residential | 80 | 2025 Proxy Statement |
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Supplemental Appendix
Normalized FFO. Normalized FFO begins with FFO as defined by Nareit and eliminates certain items that by their nature are not comparable from period to period or that tend to obscure the Company’s actual operating performance. For reconciliations of net income to FFO and Normalized FFO, see page 44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. For reconciliations of EPS to FFO per share and Normalized FFO per share referenced in the CD&A and "Executive Compensation – Pay Versus Performance," see “Reconciliation of EPS” below.
Reconciliation of EPS. The following table shows the reconciliation of EPS computed in accordance with accounting principles generally accepted in the United States to FFO per share and Normalized FFO per share for each of the five years in the period ended December 31, 2024. All data shown is on a per share diluted basis.
| Year Ended December 31, | |||||
|---|---|---|---|---|---|
| Description | 2024 | 2023 | 2022 | 2021 | 2020 |
| Earnings per share | $2.72 | $2.20 | $2.05 | $3.54 | $2.45 |
| Depreciation expense | 2.44 | 2.27 | 2.26 | 2.15 | 2.11 |
| Net (gain) loss on sales | (1.40) | (0.72) | (0.78) | (2.73) | (1.35) |
| Impairment – operating real estate assets | — | — | — | — | — |
| FFO per share | 3.76 | 3.75 | 3.53 | 2.96 | 3.21 |
| Impairment – non-operating real estate assets | — | — | — | 0.04 | — |
| Write-off of pursuit costs | 0.01 | 0.01 | 0.01 | 0.02 | 0.02 |
| Debt extinguishment and preferred share redemption (gains) losses | — | — | 0.01 | — | 0.10 |
| Non-operating asset (gains) losses | (0.04) | (0.03) | 0.01 | (0.06) | (0.08) |
| Other miscellaneous items | 0.16 | 0.05 | (0.04) | 0.03 | 0.01 |
| Normalized FFO per share | $3.89 | $3.78 | $3.52 | $2.99 | $3.26 |
Residential. Consists of multifamily apartment revenues and expenses.
Same Store Net Operating Income. For same store net operating income information, see pages 33 through 35 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Same Store Properties. For annual comparisons, primarily includes all properties acquired or completed that are stabilized prior to January 1, 2023, less properties subsequently sold. Properties are included in Same Store when they are stabilized for all of the current and comparable periods presented.
Turnover. Total Residential move-outs (including inter-property and intra-property transfers) divided by total Residential apartment units.
| Equity Residential | 81 | 2025 Proxy Statement |
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EQUITY RESIDENTIAL TWO NORTH RIVERSIDE PLAZA CHICAGO, ILLINOIS 60606 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on June 25, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/EQR2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on June 25, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V71880-P26996 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. EQUITY RESIDENTIAL The Board of Trustees recommends you vote "FOR" the following proposals: 1. Election of Trustees Nominees: 1a. Angela M. Aman 1b. Linda Walker Bynoe 1c. Mary Kay Haben 1d. Ann C. Hoff 1e. Tahsinul Zia Huque 1f. Nina P. Jones 1g. David J. Neithercut 1h. Mark J. Parrell 1i. Mark S. Shapiro 1j. Stephen E. Sterrett For Against Abstain 2. Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025. 3. Approval of Executive Compensation. For Against Abstain NOTE: In their discretion, the persons appointed as proxies are authorized to vote upon such other matters as may properly come before the meeting and any postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V71881-P26996 EQUITY RESIDENTIAL Annual Meeting of Shareholders - June 26, 2025 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned shareholder(s) of Equity Residential, a Maryland real estate investment trust (the "Company"), hereby appoint(s) MARK J. PARRELL and SCOTT J. FENSTER, or either of them (the "Representatives"), with full power of substitution in either of them, as proxies for the undersigned to attend the Annual Meeting of Shareholders of the Company, to vote all common shares of the Company which the undersigned is entitled to vote at the Annual Meeting and otherwise represent the undersigned with all powers possessed by the undersigned if personally present at the Annual Meeting, to be held at 8:00 a.m., Central Time, on June 26, 2025, exclusively online via the Internet at www.virtualshareholdermeeting.com/EQR2025, and any postponement or adjournment thereof. The undersigned hereby acknowledge(s) receipt of the Notice of the Annual Meeting of Shareholders and of the accompanying Proxy Statement and revoke(s) any proxy heretofore given with respect to such common shares. If this proxy card is properly executed and returned, the shares represented thereby will be voted. If a choice is specified by the shareholder(s), the shares will be voted accordingly. If not otherwise specified, the shares represented by this proxy card will be voted "FOR" all Nominees for Trustee, "FOR" Proposals 2 and 3, and in the discretion of the Representatives in any other matter that may properly come before the meeting or any postponement or adjournment thereof. Continued and to be signed on reverse side
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