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Equity, Capital and Other Interests | 3 Months Ended
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Mar. 31, 2019
Equity Capital And Other Interests [Abstract] |
Equity, Capital and Other Interests |
3. | Equity, Capital and Other Interests
Equity and Redeemable Noncontrolling Interests of Equity Residential The following tables present the changes in the Company’s issued and outstanding Common Shares and “Units” (which includes OP Units and restricted units) for the quarters ended March 31, 2019 and 2018:
|  | 2019 |  |  | 2018 |
Common Shares |  |  |  |  |  |  |  |
Common Shares outstanding at January 1, |  |  | 369,405,161 |  |  |  | 368,018,082 |
Common Shares Issued: |  |  |  |  |  |  |  |
Conversion of OP Units |  |  | 184,878 |  |  |  | 5,000 |
Exercise of share options |  |  | 709,071 |  |  |  | 45,391 |
Employee Share Purchase Plan (ESPP) |  |  | 18,901 |  |  |  | 35,177 |
Restricted share grants, net |  |  | 144,390 |  |  |  | 108,261 |
Common Shares outstanding at March 31, |  |  | 370,462,401 |  |  |  | 368,211,911 |
Units |  |  |  |  |  |  |  |
Units outstanding at January 1, |  |  | 13,904,035 |  |  |  | 13,768,438 |
Restricted unit grants, net |  |  | 133,214 |  |  |  | 263,048 |
Conversion of OP Units to Common Shares |  |  | (184,878 | ) |  |  | (5,000 | )
Units outstanding at March 31, |  |  | 13,852,371 |  |  |  | 14,026,486 |
Total Common Shares and Units outstanding at March 31, |  |  | 384,314,772 |  |  |  | 382,238,397 |
Units Ownership Interest in Operating Partnership |  |  | 3.6 | % |  |  | 3.7 | %
The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units, are collectively referred to as the “Noncontrolling Interests – Operating Partnership”. Subject to certain exceptions (including the “book-up” requirements of restricted units), the Noncontrolling Interests – Operating Partnership may exchange their Units with EQR for Common Shares on a one-for-one basis. The carrying value of the Noncontrolling Interests – Operating Partnership (including redeemable interests) is allocated based on the number of Noncontrolling Interests – Operating Partnership Units in total in proportion to the number of Noncontrolling Interests – Operating Partnership Units in total plus the number of Common Shares. Net income is allocated to the Noncontrolling Interests – Operating Partnership based on the weighted average ownership percentage during the period. The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Noncontrolling Interests – Operating Partnership Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership elects not to redeem the Noncontrolling Interests – Operating Partnership Units for cash, EQR is obligated to deliver Common Shares to the exchanging holder of the Noncontrolling Interests – Operating Partnership Units. The Noncontrolling Interests – Operating Partnership Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership”. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Noncontrolling Interests – Operating Partnership are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership Units that are classified in permanent equity at March 31, 2019 and December 31, 2018. The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership Units in proportion to the number of Noncontrolling Interests – Operating Partnership Units in total. Such percentage of the total carrying value of Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership is then adjusted to the greater of carrying value or fair market value as described above. As of March 31, 2019 and 2018, the Redeemable Noncontrolling Interests – Operating Partnership have a redemption value of approximately $432.6 million and $354.6 million, respectively, which represents the value of Common Shares that would be issued in exchange for the Redeemable Noncontrolling Interests – Operating Partnership Units. The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership for the quarters ended March 31, 2019 and 2018 (amounts in thousands):
|  | 2019 |  |  | 2018 |
Balance at January 1, |  | $ | 379,106 |  |  | $ | 366,955 |
Change in market value |  |  | 55,021 |  |  |  | (12,831 | )
Change in carrying value |  |  | (1,565 | ) |  |  | 443 |
Balance at March 31, |  | $ | 432,562 |  |  | $ | 354,567 |
Net proceeds from EQR Common Share and Preferred Share (see definition below) offerings are contributed by EQR to ERPOP. In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the Preferred Shares issued in the equity offering). As a result, the net offering proceeds from Common Shares and Preferred Shares are allocated between shareholders’ equity and Noncontrolling Interests – Operating Partnership to account for the change in their respective percentage ownership of the underlying equity of ERPOP. The Company’s declaration of trust authorizes it to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (the “Preferred Shares”), with specific rights, preferences and other attributes as the Board of Trustees may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company’s Common Shares. The following table presents the Company’s issued and outstanding Preferred Shares as of March 31, 2019 and December 31, 2018:
|  |  |  |  |  |  |  | Amounts in thousands |
|  |  |  | Annual |  |  |  |  |  |  |  |  |
|  | Call |  | Dividend Per |  |  | March 31, |  |  | December 31, |
|  | Date (1) |  | Share (2) |  |  | 2019 |  |  | 2018 |
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized: |  |  |  |  |  |  |  |  |  |  |  |  |  |
8.29% Series K Cumulative Redeemable Preferred; liquidation value $50 per share; 745,600 shares issued and outstanding as of March 31, 2019 and December 31, 2018 |  | 12/10/26 |  | $ | 4.145 |  |  | $ | 37,280 |  |  | $ | 37,280 |
|  |  |  |  |  |  |  | $ | 37,280 |  |  | $ | 37,280 |
(1) | On or after the call date, redeemable preferred shares 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) | Dividends on Preferred Shares are payable quarterly.
Capital and Redeemable Limited Partners of ERP Operating Limited Partnership The following tables present the changes in the Operating Partnership’s issued and outstanding Units and in the limited partners’ Units for the quarters ended March 31, 2019 and 2018:
|  | 2019 |  |  | 2018 |
General and Limited Partner Units |  |  |  |  |  |  |  |
General and Limited Partner Units outstanding at January 1, |  |  | 383,309,196 |  |  |  | 381,786,520 |
Issued to General Partner: |  |  |  |  |  |  |  |
Exercise of EQR share options |  |  | 709,071 |  |  |  | 45,391 |
EQR’s Employee Share Purchase Plan (ESPP) |  |  | 18,901 |  |  |  | 35,177 |
EQR’s restricted share grants, net |  |  | 144,390 |  |  |  | 108,261 |
Issued to Limited Partners: |  |  |  |  |  |  |  |
Restricted unit grants, net |  |  | 133,214 |  |  |  | 263,048 |
General and Limited Partner Units outstanding at March 31, |  |  | 384,314,772 |  |  |  | 382,238,397 |
Limited Partner Units |  |  |  |  |  |  |  |
Limited Partner Units outstanding at January 1, |  |  | 13,904,035 |  |  |  | 13,768,438 |
Limited Partner restricted unit grants, net |  |  | 133,214 |  |  |  | 263,048 |
Conversion of Limited Partner OP Units to EQR Common Shares |  |  | (184,878 | ) |  |  | (5,000 | )
Limited Partner Units outstanding at March 31, |  |  | 13,852,371 |  |  |  | 14,026,486 |
Limited Partner Units Ownership Interest in Operating Partnership |  |  | 3.6 | % |  |  | 3.7 | %
The Limited Partners of the Operating Partnership as of March 31, 2019 include various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units. Subject to certain exceptions (including the “book-up” requirements of restricted units), Limited Partners may exchange their Units with EQR for Common Shares on a one-for-one basis. The carrying value of the Limited Partner Units (including redeemable interests) is allocated based on the number of Limited Partner Units in total in proportion to the number of Limited Partner Units in total plus the number of General Partner Units. Net income is allocated to the Limited Partner Units based on the weighted average ownership percentage during the period. The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Limited Partner Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership elects not to redeem the Limited Partner Units for cash, EQR is obligated to deliver Common Shares to the exchanging limited partner. The Limited Partner Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Limited Partner Units are differentiated and referred to as “Redeemable Limited Partner Units”. Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Limited Partner Units are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Limited Partner Units that are classified in permanent equity at March 31, 2019 and December 31, 2018. The carrying value of the Redeemable Limited Partner Units is allocated based on the number of Redeemable Limited Partner Units in proportion to the number of Limited Partner Units in total. Such percentage of the total carrying value of Limited Partner Units which is ascribed to the Redeemable Limited Partner Units is then adjusted to the greater of carrying value or fair market value as described above. As of March 31, 2019 and 2018, the Redeemable Limited Partner Units have a redemption value of approximately $432.6 million and $354.6 million, respectively, which represents the value of Common Shares that would be issued in exchange for the Redeemable Limited Partner Units. The following table presents the changes in the redemption value of the Redeemable Limited Partners for the quarters ended March 31, 2019 and 2018 (amounts in thousands):
|  | 2019 |  |  | 2018 |
Balance at January 1, |  | $ | 379,106 |  |  | $ | 366,955 |
Change in market value |  |  | 55,021 |  |  |  | (12,831 | )
Change in carrying value |  |  | (1,565 | ) |  |  | 443 |
Balance at March 31, |  | $ | 432,562 |  |  | $ | 354,567 |
EQR contributes all net proceeds from its various equity offerings (including proceeds from exercise of options for Common Shares) to ERPOP. In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the preferred shares issued in the equity offering). The following table presents the Operating Partnership’s issued and outstanding “Preference Units” as of March 31, 2019 and December 31, 2018:
|  |  |  |  |  |  |  | Amounts in thousands |
|  |  |  | Annual |  |  |  |  |  |  |  |  |
|  | Call |  | Dividend Per |  |  | March 31, |  |  | December 31, |
|  | Date (1) |  | Unit (2) |  |  | 2019 |  |  | 2018 |
Preference Units: |  |  |  |  |  |  |  |  |  |  |  |  |  |
8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 745,600 units issued and outstanding as of March 31, 2019 and December 31, 2018 |  | 12/10/26 |  | $ | 4.145 |  |  | $ | 37,280 |  |  | $ | 37,280 |
|  |  |  |  |  |  |  | $ | 37,280 |  |  | $ | 37,280 |
(1) | On or after the call date, redeemable preference units may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares.
(2) | Dividends on Preference Units are payable quarterly.
Other The Company has an At-The-Market (“ATM”) share offering program which allows EQR to sell Common Shares from time to time into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). The program currently has a maturity of June 28, 2019. EQR has the authority to issue 13.0 million shares but has not issued any shares under this program since September 2012. The Company may repurchase up to 13.0 million Common Shares under its share repurchase program. No open market repurchases have occurred since 2008 and no repurchases of any kind have occurred since February 2014. As of March 31, 2019, EQR has remaining authorization to repurchase up to 13.0 million of its shares under the repurchase program.

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- Definition Represents the Equity of the Parent Company and the Capital of the Operating Partnership as well as the interests of Partially Owned and Limited Partners. + References No definition available. + Details
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- Definition The entire disclosure for shareholders' equity as well as for the formation, structure, control and ownership of the partnership. Including, but not limited to: (1) balances of common stock, preferred stock, paid-in capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) balances of general partners capital account, limited partners capital account, preferred partners capital account and total partners capital account and units outstanding; (9) amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; and (10) distribution policies and distributions paid by unit class. + References No definition available. + Details
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