`
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington,
D. C.D.C. 20549[X]ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended DECEMBER 31,
19972002OR
[ ]o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-24920
ERP OPERATING LIMITED PARTNERSHIP
(Exact(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-3894853 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Two North Riverside Plaza, Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) (312) 474-1300 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: 7.57% Notes due August 15, 2026 New York Stock Exchange (Title of Class) (Name of Each Exchange on Which Registered) Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest (Title of Class)
Illinois
36-3894853
(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:
7.57% Notes due August 15, 2026
New York Stock Exchange
(Title of Class)
(Name of Each Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
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
Xý No------- -------oIndicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes ý 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'sregistrant’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.[_]ý DOCUMENTS INCORPORATED BY REFERENCE
Part II incorporates by reference the Registrant's Current Report on Form 8-K dated March 1, 1996 and filed on March 7, 1996. Part III incorporates by reference the Equity Residential Properties Trust definitive proxy statement relating to Part III, Item 11. Executive Compensation. Part IV incorporates by reference the following exhibit as filed with Equity Residential Properties Trust's Form S-11 on May 21, 1993 (Registration No. 33- 63158) and as amended thereafter: Exhibit 10.2. Part IV incorporates by reference the following exhibits as filed with the Registrant's Form 10 on October 7, 1994 (Registration No. 0-24920) and as amended thereafter: Exhibits 4.1, 4.2 and 10.3. Part IV incorporates by reference the following exhibit as filed with the Registrant's Form 10-Q for the quarter ended September 30, 1995 on November 9, 1995 and as amended thereafter: Exhibit 10.1. Part IV incorporates by reference the following exhibit as filed with the Registrant's Form 10-K for the year ended December 31, 1996 filed on March 20, 1997: Exhibit 10.4. Part IV incorporates by reference the following exhibit as filed with the Registrant's Form 8-K dated October 9, 1997 filed on October 9, 1997: Exhibit 10.5.None.
2
ERP OPERATING LIMITED PARTNERSHIP
TABLE OF CONTENTS
3
General
ERP Operating Limited Partnership (“ERPOP”), an Illinois limited partnership, was formed in May 1993
(the "Operating Partnership"), is managed byto conduct the multifamily residential property business of Equity ResidentialProperties Trust ("EQR"(“EQR”),. EQR is a Maryland real estate investment trust(the "Company"(“REIT”), its general partner. The Company is a self-administered and self- managed equity real estate investment trust ("REIT"). EQR was organizedformed in March 1993 andcommenced operations on August 18, 1993 upon completion of its initial public offering (the "EQR IPO") of 13,225,000 common shares of beneficial interest, $0.01 par value per share ("Common Shares"). EQR was formed to continue the multifamily residential business objectives and acquisition strategies of certain affiliated entities controlled by Mr. Samuel Zell, Chairman of the Board of Trustees of the Company. These entities had beenis a fully integrated real estate company engaged in the acquisition, ownership, management and operation of multifamily properties.EQR is the general partner of, and as of December 31, 2002, owned an approximate 92.4% ownership interest in ERPOP. ERPOP 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
properties since 1969.real estate. As used herein, the term"Company"“Operating Partnership” includesEQRERPOP and those entities owned or controlled byit, asit. As used herein, thesurvivor of the mergers betweenterm “Company” means EQR andeach of Wellsford Residential Property Trust ("Wellsford") (the "Wellsford Merger") and Evans Withycombe Residential, Inc. ("EWR") (the "EWR Merger"). The Company's subsidiaries includethe OperatingPartnership, Evans Withycombe Residential, L.P. (the "EWR Operating Partnership"), Equity Residential Properties Management Limited Partnership and Equity Residential Properties Management Limited Partnership II (collectively, the "Management Partnerships"), a series of partnerships (the "Financing Partnerships") and limited liability companies ("LLCs") which beneficially own certain properties encumbered by mortgage indebtedness.Partnership.As of December 31,
1997,2002, the Operating Partnership owned or had investments in 1,039properties in 36 states consisting of 223,591 units. An ownership breakdown includes:
Number of
Properties
Number of
Units
Wholly Owned Properties
919
194,886
Partially Owned Properties (Consolidated)
36
6,931
Unconsolidated Properties
84
21,774
Total Properties
1,039
223,591
The “Wholly Owned Properties” are accounted for under the consolidation method of accounting. The Operating Partnership beneficially owns 100% fee simple title to 912 of the 919Wholly Owned Properties. The Operating Partnership owns the building and improvements and leases the land underlying the improvements under a long-term ground lease that expires in 2066 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 Operating Partnership owns the debt collateralized by two properties and owns an interest in the debt collateralized by the remaining four properties. The Operating Partnership 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” are controlled and partially owned by the Operating Partnership but have partners with minority interests and are accounted for under the consolidation method of accounting. The “Unconsolidated Properties” are partially owned but not controlled by the Operating Partnership. With the exception of one property, the Unconsolidated Properties consist of investments in
489 multifamily propertiespartnership interests and/or subordinated mortgages that are accounted for under the equity method ofwhich it controlled a portfolio of 463 multifamily properties (individually, a "Property" and collectively, the "Properties") containing 135,200 units.accounting. The remaining26 properties representone property consists of an investment inpartnership interests and subordinated mortgages collateralized by 21 properties and mortgage loans collateralized by five properties (collectively,a limited liability company that, as a result of the"Additional Properties") containing 5,267 units. Ofterms of the5,267 units, 1,371 units are property managed by third party unaffiliated entities. The Operating Partnership's Properties and the Additional Properties are located throughout the United States in the following states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, Ohio, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Utah, Virginia, Washington and Wisconsin. In addition, Equity Residential Properties Management Corp. ("Management Corp.") and Equity Residential Properties Management Corp. II ("Management Corp. II") also provide residential propertyoperating agreement, is accounted for as a management contract right with all fees recognized as fee and asset managementservices to 29revenue. The above table does not include various uncompleted development propertiescontaining 9,295 units owned by affiliated entities. The Company(see Item 2, “Properties – Development Projects”).EQR is, together with the Operating Partnership, one of the largest publicly traded
REITsREIT’s (based on the aggregate market value ofitsEQR’s outstanding Common Shares) and is the largest publicly traded4
REIT owner of multifamily properties (based on the number of apartment units wholly owned and total revenues earned).
4PART I Since the EQR IPO and through December 31, 1997, the Operating Partnership has acquired direct or indirect interests in 412 properties (which included the debt collateralized by six Properties) containing 118,510 units in the aggregate for a total purchase price of approximately $6.5 billion, including the assumption of approximately $1.5 billion of mortgage indebtedness.The OperatingPartnership also made an $89 million investment in partnership interests and subordinated mortgages collateralized by 21 of the Additional Properties (its "$89 Million Mortgage Note Investment") and an $88 million investment in mortgage loans collateralized by five of the Additional Properties (its "$88 Million Mortgage Note Investment"). Since the EQR IPO and through December 31, 1997, the Operating Partnership has disposed of 18 properties and a portion of one Property, containing 5,035 units, and a vacant land parcel for a total sales price of approximately $129.8 million and the release of mortgage indebtedness in the amount of $20.5 million. The Company'sPartnership’s corporate headquartersand executive officesare located in Chicago,Illinois. In addition,Illinois and theCompany has 29Operating Partnership also leases (under operating leases) over thirty-five divisional, regional and area property management offices throughout the United States.Direct fee simple title for certain of the properties is owned by single-purpose nominee corporations, limited partnerships, limited liability companies or land trusts that engage in no business other than holding title to the property for the benefit of the Operating Partnership. Holding title in such a manner is expected to make it less costly to transfer such property in the
following cities: Chicago, Illinois; Dallas, Houstonfuture in the event of a sale andSan Antonio, Texas; Denver, Colorado; Bethesda, Maryland; Atlanta, Georgia; Las Vegas, Nevada; Scottsdale and Tucson, Arizona; Portland, Oregon; Ypsilanti, Michigan; Charlotte and Raleigh, North Carolina; Tampa, Jacksonville and Ft. Lauderdale, Florida; Irvine, Pleasant Hill and Stockton, California; Kansas City, Kansas; Minneapolis, Minnesota; Louisville, Kentucky; Tulsa, Oklahoma; Boston, Massachusetts; Federal Way, Redmond and Seattle, Washington; and Nashville and Memphis, Tennessee.should facilitate financing, since lenders often require title to a property to be held in a single purpose entity in order to isolate that property from potential liabilities of other properties.The Company has approximately
4,200 employees. Each6,400 employees as ofthe Operating Partnership's Properties is directed by anMarch 1, 2003. An on-site manager, who supervises the on-site employees and is responsible for the day-to-day operations of theProperty. Theproperty, directs each of the Operating Partnership’s properties. An assistant managerisand/or leasing staff generallyassisted by a leasing administrator and/or property administrator.assist the manager. In addition, a maintenance director at eachPropertyproperty supervises a maintenance staff 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.Certain capitalized terms as used herein but not defined are defined in the Notes to Consolidated Financial Statements.
Business Objectives and Operating Strategies
The Operating Partnership seeks to maximize both current income and long- term growth in income, thereby increasing: (i) the value of the Properties; (ii) distributions on a per limited partnership interest ("OP Unit") basis; and (iii) partners' value. The Operating Partnership's strategies for accomplishing these objectives are: . maintaining and increasing Property occupancy while increasing rental rates; . controlling expenses, providing regular preventive maintenance, making periodic renovations and enhancing amenities; . pursuing acquisitions that: (i) are available at prices below estimated replacement costs; (ii) have potential for rental rate and/or occupancy increases; (iii) have attractive locations in their 5PART I respective markets; and (iv) provide anticipated total returns that will increase the Operating Partnership's distributions per OP Unit. . purchasing newly developed as well as co-investing in the development of multifamily communities in the Operating Partnership's existing target markets where the market conditions warrant such development.
The Operating Partnership seeks to maximize both current income and long-term growth in income, thereby increasing:
•
the value of the properties;
•
distributions on a per limited partnership interest (“OP Unit”) basis; and
•
partners’ value.
The Operating Partnership’s strategies for accomplishing these objectives are:
•
maintaining and increasing property occupancy while increasing rental rates;
•
controlling expenses, providing regular preventive maintenance, making periodic renovations and enhancing amenities;
•
maintaining a ratio of consolidated debt-to-total market capitalization of less than 50%;
•
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; and
•
strategically investing in various businesses that will enhance services for the properties.
The Operating Partnership is committed to
tenantresident satisfaction by striving to anticipate industry trends and implementing strategies and policies consistent with providing qualitytenantresident services. In addition, the Operating Partnership continuously surveys rental rates of competing properties and conducts resident satisfaction surveysof residentsto determine the factors they consider most important in choosing a particular apartmentunit.unit and/or property.5
Acquisition and Development Strategies
The Operating Partnership anticipates that future property acquisitions and developments will
be located inoccur within thecontinentalUnited States. Management will continue to use market information to evaluateacquisitionopportunities. The OperatingPartnership'sPartnership’s marketdata basedatabase allows it to review the primary economic indicators of the markets where the Operating Partnership currentlymanages Propertiesowns properties and where it expects to expand its operations. Acquisitions and developments may be financed from various sources of capital, which may includeundistributed funds from operations ("FFO"), issuancesretained cash flow, issuance of additional equity securities bythe CompanyEQR and debt securities by the Operating Partnership, sales ofPropertiesproperties, joint venture agreements and collateralized and uncollateralized borrowings. In addition, the Operating Partnership may acquire additionalmultifamilyproperties in transactions that include the issuance of OP Units as consideration for the acquired properties. Such transactions may, in certain circumstances,partiallyenable the sellers to defer, in part, thesellers' tax consequences.recognition of taxable income or gain, which might otherwise result from the sales.When evaluating potential acquisitions and developments, the Operating Partnership will consider:
(i) the geographic area and type of community; (ii) the location, construction quality, condition and design of the property; (iii) the current and projected cash flow of the property and the ability to increase cash flow; (iv) the potential for capital appreciation of the property; (v) the terms of resident leases, including the potential for rent increases; (vi) the potential for economic growth and the tax and regulatory environment of the community in which the property is located; (vii) the occupancy and demand by residents for properties of a similar type in the vicinity (the overall market and submarket); (viii) the prospects for liquidity through sale, financing or refinancing of the property; and (ix) competition from existing multifamily properties and the potential for the construction of new multifamily properties in the area. The Operating Partnership expects to purchase multifamily properties with physical and market characteristics similar to the Properties. Development Strategies The Operating Partnership seeks to acquire newly constructed properties and make investments towards the development of properties in markets where it discerns strong demand, which the Operating Partnership believes will enable it to achieve superior rates of return. The Operating Partnership's current communities under development and future developments are in 6PART I markets or will be in markets where certain market demographics justify the development of high quality multifamily communities. In evaluating whether to develop an apartment community in a particular location, the Operating Partnership analyzes relevant demographic, economic and financial data. Specifically, the Operating Partnership considers the following factors, among others, in determining the viability of a potential new apartment community: (i) income levels and employment growth trends in the relevant market, (ii) uniqueness of location, (iii) household growth and net migration of the relevant market's population, (iv) supply/demand ratio, competitive housing alternatives, sub-market occupancy and rent levels (v) barriers to entry that would limit competition, and (vi) the purchase price and yields of available existing stabilized communities, if any.
•
the geographic area and type of community;
•
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;
•
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);
•
purchase prices and yields of available existing stabilized communities, 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
will useuses market information to evaluatepotentialdispositions. Factors the Operating Partnership considers in deciding whether to dispose of itsPropertiesproperties include the following:(i) potential increases in new construction; (ii) areas where the economy is expected to decline substantially; and (iii) markets where the Operating Partnership does not intend to establish long-term concentrations.
•
potential increases in new construction;
•
submarkets that will underperform the average performance of the portfolio in the mid and long-term;
•
markets where the Operating Partnership does not intend to establish long-term concentrations; and
•
age or location of a particular property.
The Operating Partnership will reinvest the proceeds received from property dispositions primarily to fund property
acquisitions.acquisitions as well as fund development activities. In addition, when feasible, the Operating Partnershipwillmay structure these transactions as tax deferred exchanges.6
Financing Strategies
ItOn October 11, 2001, the Operating Partnership effected a two-for-one split of its OP Units to unit holders of record as of September 21, 2001. All OP Units presented have been retroactively adjusted to reflect the OP Unit split.
The Operating Partnership’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2002 is presented in the
Company's policyfollowing table. The Operating Partnership calculates the equity component of its market capitalization as the sum of (i) the total outstanding OP Units at the equivalent market value of the closing price of EQR’s Common Shares on the New York Stock Exchange; (ii) the “OP Unit Equivalent” of all convertible preference interests/units; and (iii) the liquidation value of all perpetual preference interests/units outstanding.Capitalization as of December 31, 2002
Total Debt
$
5,523,698,848
OP Units
293,396,124
OP Unit Equivalents (see below)
14,947,898
Total Outstanding at year-end
308,344,022
EQR Common Share Price at December 31, 2002
$
24.58
7,579,096,061
Perpetual Preference Units Liquidation Value
565,000,000
Perpetual Preference Interests Liquidation Value
211,500,000
Total Market Capitalization
$
13,879,294,909
Debt/Total Market Capitalization
39.8
%
Convertible Preference Units, Preference Interests and Junior Preference Units
as of December 31, 2002
Units
Conversion
Ratio
OP Unit
Equivalents
Preference Units:
Series E
2,548,114
1.1128
2,835,541
Series G
1,264,692
8.5360
10,795,408
Series H
51,228
1.4480
74,178
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
56,616
4.081600
231,084
Series B
7,367
1.020408
7,517
Total
14,947,898
The Operating Partnership’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
dividends payableor similar indebtedness that will be paid in the ordinary course ofbusiness, and that indebtedness shall instead be incurred by the Operating Partnership to the extent necessary to fund the Operating Partnership and its subsidiaries.business.7
Equity Offerings For the Years Ended December 31,
1997, 19962002, 2001 and1995 In June 1995,2000During 2002, EQR contributed all of the
Company sold 6,120,000 of its 9 3/8% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (liquidation preference $25 per share) (the "Series A Preferred Shares"), at $25 per share. The Company raised gross proceeds of $153 million from this offering (the "Series A Preferred Share Offering"). Thenet proceeds,of approximately $148.2 million from the Series A Preferred Share Offering have been contributed by the Companyas discussed below, to the Operating Partnership in exchange for6,120,000 of the Operating Partnership's 9 3/8% cumulative redeemable preference units (the "Series A Cumulative Redeemable Preference Units"). In November 1995, the Company sold 5,000,000 depositary shares (the "Series B Depositary Shares"). Each Series B Depositary Share represents a 1/10 fractional interest in a 9 1/8% Series B Cumulative Redeemable Preferred Share of Beneficial Interest, $0.01 par value per share (the "Series B Preferred Shares"). The liquidation preference of each of the Series B PreferredOP Units:• EQR issued 1,435,115 Common Shares
is $250.00 (equivalentpursuant to$25 per Series B Depositary Share). The Company raised gross proceeds of $125 million from the sale of the Series B Depositary Shares. Theits Fifth Amended Option and Award Plan and received net proceeds of approximately$121$29.6 million.• EQR issued 324,238 Common Shares pursuant to its Employee Share Purchase Plan and received net proceeds of approximately $7.4 million.
• EQR issued 31,354 Common Shares pursuant to its Share Purchase - DRIP Plan and received net proceeds of approximately $0.9 million.
• EQR issued 41,407 Common Shares pursuant to its Dividend Reinvestment – DRIP Plan and received net proceeds of approximately $1.2 million.
• EQR repurchased 5,092,300 of its Common Shares on the open market at an average price of $22.58 per share. The purchases were made between October 1 and October 22, 2002. EQR paid approximately $115.0 million
have beenin connection therewith. These shares were subsequently retired. Concurrent with this transaction, the Operating Partnership repurchased and retired 5,092,300 OP Units previously issued to EQR.During 2001, EQR contributed
byall of theCompanynet proceeds, as discussed below, to the Operating Partnership in exchange for500,000 of the Operating Partnership's 9 1/8% cumulative redeemable preference units (the "Series B Cumulative Redeemable Preference Units"). 7PART I In January 1996, the Company completed an offering of 1,725,000 registeredOP Units:• EQR issued 3,187,217 Common Shares
which were sold at a net price of $29.375 per share (the "January 1996 Common Share Offering"),pursuant to its Fifth Amended Option andcontributed to the Operating PartnershipAward Plan and received net proceeds of approximately$50.7 million in connection therewith in exchange for OP Units. In February 1996, the Company completed an offering of 2,300,000 registered$65.4 million.• EQR issued 310,261 Common Shares
which were sold at a net price of $29.50 per share (the "February 1996 Commonpursuant to its Employee ShareOffering"),Purchase Plan andcontributed to the Operating Partnershipreceived net proceeds of approximately$67.8 million in connection therewith in exchange for OP Units. On May 21, 1996, the Company completed an offering of 2,300,000 publicly registered$6.9 million.• EQR issued 33,106 Common Shares
which were sold at a net price of $30.50 per share. On May 28, 1996, the Company completed the sale of 73,287 publicly registered Common Sharespursuant toemployees of the Companyits Share Purchase - DRIP Plan andto employees of Equity Group Investments, Inc. ("EGI") and certain of their respective affiliates and consultants at a net price equal to $30.50 per share. On May 30, 1996, the Company completed an offering of 1,264,400 publicly registered Common Shares, which were sold at a net price of $30.75 per share. The Company contributed to the Operating Partnershipreceived net proceeds of approximately$111.3 million in connection with the sale of the 3,637,687$0.9 million.• EQR issued 42,649 Common Shares
mentioned above (collectively, the "May 1996 Common Share Offerings") in exchange for OP Units. In September 1996, the Company sold 4,600,000 depositary shares (the "Series C Depositary Shares"). Each Series C Depositary Share represents a 1/10 fractional interest in a 9 1/8% Series C Cumulative Redeemable Preferred Share of Beneficial Interest, $0.01 par value per share (the "Series C Preferred Shares"). The liquidation preference of each of the Series C Preferred Shares is $250.00 (equivalentpursuant to$25 per Series C Depositary Share). The Company raised gross proceeds of $115 million from this offering (the "Series C Preferred Share Offering"). Theits Dividend Reinvestment – DRIP Plan and received net proceeds of approximately$111.4 million from$1.2 million.During 2000, EQR contributed all of the
Series C Preferred Share Offering were contributed by the Companynet proceeds, as discussed below, to the Operating Partnership in exchange for460,000 of the Operating Partnership's 9 1/8% cumulative redeemable preference units (the "Series C Cumulative Redeemable Preference Units"). Also in September 1996, the Company completed the sale of 2,272,728 publicly registeredOP Units:• EQR issued 1,370,186 Common Shares
which were sold at a net price of $33 per share. The Company contributedpursuant tothe Operating Partnershipits Fifth Amended Option and Award Plan and received net proceeds of approximately$75 million in connection with this offering (the "September 1996 Common Share Offering") in exchange for OP Units. In November, 1996, the Company$25.2 million.• EQR issued
39,458299,580 Common Shares pursuant tothe 1996 Nonqualifiedits Employee Share Purchase Plan(the "Employee Share Purchase Plan") at a net price of $30.44. The Company contributed to the Operating Partnershipand received net proceeds of approximately$1.2 million in exchange for OP Units. In December 1996, the Company completed offerings of 4,440,000 publicly registered$5.4 million.• EQR issued 26,374 Common Shares
which were soldpursuant tothe public at a price of $41.25 per share (the "December 1996 Commonits ShareOfferings"). The Company contributed to the Operating PartnershipPurchase - DRIP Plan and received net proceeds of approximately$177.4 million in exchange for OP Units. 8PART I In March 1997, the Company completed three separate public offerings relating to an aggregate of 1,921,000 publicly registered$0.6 million.• EQR issued 69,504 Common Shares
which were soldpursuant tothe public at a price of $46 per share (the "March 1997 Common Share Offerings"). The Company contributed to the Operating Partnershipits Dividend Reinvestment - DRIP Plan and received net proceeds of approximately$88.3 million in exchange for OP Units. On May 14, 1997, the Company$1.7 million.EQR filed with the SEC on February 3, 1998 a Form S-3 Registration Statement to register
$500 million of equity securities (the "June 1997 Equity Shelf Registration"). The SEC declared this registration statement effective on June 5, 1997. In May 1997, the Company sold 7,000,000 depositary shares (the "Series D Depositary Shares") pursuant to the June 1997 Equity Shelf Registration. Each Series D Depositary Share represents a 1/10 fractional interest in a 8.60% Series D Cumulative Redeemable Preferred Share of Beneficial Interest, $0.01 par value per share (the "Series D Preferred Shares"). The liquidation preference of each of the Series D Preferred shares is $250.00 (equivalent to $25 per Series D Depositary Share). The Company raised gross proceeds of approximately $175 million from this offering (the "Series D Preferred Share Offering"). The net proceeds of approximately $169.5 million from the Series D Preferred Share Offering were contributed by the Company to the Operating Partnership in exchange for 700,000 of the Operating Partnership's 8.60% cumulative redeemable preference units (the "Series D Cumulative Redeemable Preference Units"). In June 1997, the Company completed five separate public offerings comprising an aggregate of 8,992,023 publicly registered Common Shares, which were sold to the public at prices ranging from $44.06 to $45.88 per share (the "June 1997 Common Share Offerings"). The Company contributed to the Operating Partnership net proceeds of approximately $398.9 million therewith in exchange for additional OP Units. On July 28, 1997, the Company filed with the SEC a Form S-3 Registration Statement to register $750 million of equity securities (the "August 1997 Equity Shelf Registration"). The SEC declared this registration statement effective on August 4, 1997. In September 1997, the Company completed the sale of 498,000 publicly registered Common Shares which were sold to the public at a price of $51.125 per share. The Company contributed to the Operating Partnership net proceeds of approximately $24.2 million in connection with this offering (the "September 1997 Common Share Offering") in exchange for OP Units. In September 1997, the Company sold 11,000,000 depositary shares (the "Series G Depositary Shares") pursuant to the August 1997 Equity Shelf Registration. Each Series G Depositary Share represents a 1/10 fractional interest in a 7 1/4% Series G Convertible Cumulative Preferred Share of Beneficial Interest, $0.01 par value per share (the "Series G Preferred Shares"). Series G Depositary Shares representing Series G Preferred Shares are convertible at the option of the holder thereof at any time into Common Shares at a conversion price of $58.58 per Common Share (equivalent to a conversion rate of approximately .4268 Common Shares for each Series G Depositary Share). The liquidation preference of each of the Series G Preferred Shares is $250.00 per share (equivalent to $25 per Series G Depositary Share). In addition, in October 1997, the Company sold 1,650,000 additional Series G Depositary Shares pursuant to an 9PART I over-allotment option granted to the underwriters. The Company contributed to the Operating Partnership the net proceeds of approximately $303.6 million in connection with this offering (the "Series G Preferred Share Offering") in exchange for 1,265,000 of the Operating Partnership's 7 1/4% convertible cumulative preference units (the "Series G Convertible Cumulative Preference Units"). In October 1997, in connection with the acquisition of a portfolio of Properties, the Company issued 3,315,500 publicly registered Common Shares, which were issued at a price of $45.25 per share with a value of approximately $150 million (the "October 1997 Common Share Offering"). The Company contributed its interest in the portfolio of Properties acquired with Common Shares to the Operating Partnership in exchange for additional OP Units. On November 3, 1997, the Company filed with the SEC a Form S-3 Registration Statement to register 7,000,000 Common Shares pursuant to a Distribution Reinvestment and Share Purchase Plan. This registration statement was declared effective on November 25, 1997. The Distribution Reinvestment and Share Purchase Plan (the "DRIP Plan") of the Company provides holders of record and beneficial owners of Common Shares, Preferred Shares, and limited partnership interests in the Operating Partnership with a simple and convenient method of investing cash distributions in additional Common Shares. Common Shares may also be purchased on a monthly basis with optional cash payments made by participants in the Plan and interested new investors, not currently shareholders of the Company, at the market price of the Common Shares less a discount ranging between 0% and 5% (as determined in accordance with the DRIP Plan). In December 1997, in connection with an acquisition of a Property, the Company issued 736,296 publicly registered Common Shares, which were issued at a price of $48.85 per share with a value of approximately $36 million. The Company contributed the Property acquired with Common Shares to the Operating Partnership in exchange for additional OP Units. Also in December 1997, the Company completed the sale of 467,722 publicly registered Common Shares, which were sold at a price of $51.3125 per share. The Company contributed to the Operating Partnership net proceeds of approximately $22.8 million in connection with this offering (the "December 1997 Common Share Offering") in exchange for additional OP Units. During 1997, the Company issued 84,183 Common Shares pursuant to the Employee Share Purchase Plan at net prices which ranged from $35.63 per share to $42.08 per share and contributed to the Operating Partnership proceeds in the amount of approximately $3.2 million in connection therewith in exchange for additional OP Units. Debt Offerings For the Years Ended December 31, 1997, 1996 and 1995 - ------------------------------------------------------------------- In April 1995, the Operating Partnership issued $125 million of 7.95% unsecured fixed rate notes (the "2002 Notes") in a public debt offering (the "Second Public Debt Offering"). The Operating Partnership received net proceeds of approximately $123.1 million in connection with the Second Public Debt Offering. In August 1996, the Operating Partnership issued $150 million of 7.57% unsecured fixed rate notes (the "2026 Notes") in a public debt offering (the "Third Public Debt Offering"). The 10PART I Operating Partnership received net proceeds of approximately $149 million in connection with this issuance. On September 18, 1996, the Operating Partnership filed with the SEC a Form S-3 Registration Statement to register $500 million of debt securities (the "1996 Debt Shelf Registration"). In October 1997, the Operating Partnership issued $150 million of unsecured fixed rate notes (the "2017 Notes") pursuant to the 1996 Debt Shelf Registration in a public debt offering (the "October 1997 Public Debt Offering"). The 2017 Notes are due on October 15, 2017 and bear interest at 7.125%, which is payable semiannually in arrears on April 15 and October 15, commencing April 15, 1998. The 2017 Notes are redeemable at any time by the Operating Partnership pursuant to the terms thereof. The Operating Partnership received net proceeds of approximately $147.4 million in connection with this issuance. In November 1997, the Operating Partnership issued $200 million of unsecured fixed rate notes pursuant to the 1996 Debt Shelf Registration in a public debt offering (the "November 1997 Public Debt Offering"). Of the $200 million issued, $150 million of these notes are due November 15, 2001 (the "2001 Notes") and bear interest at a rate of 6.55%, which is payable semiannually in arrears on May 15 and November 15, commencing on May 15, 1998. The remaining $50 million of these notes are due November 15, 2003 (the "2003 Notes") and bear interest at a rate of 6.65%, which is payable semiannually in arrears on May 15 and November 15, commencing on May 15, 1998. The Operating Partnership received net proceeds of approximately $198.5 million in connection with the 2001 Notes and the 2003 Notes. Credit Facility On November 15, 1996, the Operating Partnership completed an agreement with Morgan Guaranty Trust Company of New York ("Morgan Guaranty") and Bank of America Illinois ("Bank of America") to provide the Operating Partnership a $250 million unsecured line of credit. In September 1997, this agreement was amended to increase the potential borrowings to $500 million. This line of credit matures in November 1999 and borrowings generally will bear interest at a per annum rate of one, two, three or six month London Interbank Offered Rate ("LIBOR"), plus a certain rate dependent upon the Operating Partnership's credit rating, which rate is currently at 0.45%, and is subject to an annual facility fee of $750,000. As of December 31, 1997, $235 million of borrowings were outstanding on this line of credit, bearing interest at a weighted average rate of 6.46%. Business Combinations On May 30, 1997, the Company completed the acquisition of the multifamily property business of Wellsford through the tax-free Wellsford Merger. The transaction was valued at approximately $1 billion and included 72 Properties of Wellsford containing 19,004 units which were contributed to the Operating Partnership. The purchase price consisted of 10.8 million Common Shares issued by the Company with a market value of $443.7 million, the liquidation value of $157.5 million for the Wellsford Series A Cumulative Convertible Preferred Shares of Beneficial Interest and the Wellsford Series B 11PART I Cumulative Redeemable Preferred Shares of Beneficial Interest, the assumption of mortgage indebtedness and unsecured notes in the amount of $345 million, the assumption of other liabilities of approximately $33.5 million and other merger related costs of approximately $23.4 million. In the Wellsford Merger, each outstanding common share of beneficial interest of Wellsford was converted into .625 of a Common Share. In addition, Wellsford Series A Cumulative Convertible Preferred Shares of Beneficial Interest were redesignated as the Company's 3,999,800 Series E Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share (the "Series E Preferred Shares") and Wellsford's Series B Cumulative Redeemable Preferred Shares of Beneficial Interest were redesignated as the Company's 2,300,000 9.65% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the "Series F Preferred Shares"). On December 23, 1997, the Company completed the acquisition of the multifamily property business of EWR, through the tax-free EWR Merger. The transaction was valued at approximately $1.2 billion and included 53 Properties of EWR containing 15,331 units and three Properties under construction expected to contain 953 units. The purchase price consisted of the Company's contribution of the EWR Operating Partnership OP Units to the Operating Partnership at a market value of approximately $501.6 million, issuance of approximately 2.2 million Operating Partnership OP Units in exchange for approximately 4.4 million EWR Operating Partnership OP Units at a market value of approximately $107.3 million, the assumption of mortgage indebtedness and unsecured notes in the amount of $498 million, the assumption of other liabilities of approximately $28.2 million and other EWR Merger related costs of approximately $16.7 million. In the EWR Merger, each outstanding common share of beneficial interest of EWR was converted into .50 of a Common Share. Recent Transactions From January 1, 1998 through March 13, 1998, the Operating Partnership acquired 12 properties from unaffiliated third parties for a total purchase price of approximately $158.2 million, which included the assumption of mortgage indebtedness of approximately $50.8 million. These properties were Cityscape, a 156-unit property located in St. Louis Park, Minnesota; 740 River Drive, a 162- unit property located in St. Paul, Minnesota; Prospect Towers, a 157-unit property located in Hackensack, New Jersey; Park Westend, a 312-unit property located in Richmond, Virginia; Park Place, a 229-unit property located in Houston, Texas; Emerald Bay at Winter Park, a 431-unit property located in Winter Park, Florida; Farnham Park, a 216-unit property located in Houston, Texas; Plantation, a 232-unit property located in Houston, Texas; Balcones Club, a 312-unit property located in Austin, Texas; Coach Lantern, a 90-unit property located in Scarborough, Maine; Foxcroft, a 104-unit property located in Scarborough, Maine; and Yarmouth Woods, a 138-unit property located in Yarmouth, Maine. In January 1998, the Company completed the sale of 4,000,000 publicly registered Common Shares which were sold to the public at a price of $50.4375 per share. The Company contributed to the Operating Partnership net proceeds of approximately $195.3 million in connection with this offering (the "January 1998 Common Share Offering") in exchange for additional OP Units. In February 1998, the Company completed offerings in the aggregate of 1,988,340 publicly registered Common Shares which were sold to the public at prices ranging from $48 to $50.625 12PART I per share (the "February 1998 Common Share Offerings"). The Company contributed to the Operating Partnership net proceeds of approximately $95 million therefrom in exchange for additional OP Units. Through February 1998, the Company sold approximately 639,000 Common Shares pursuant to the DRIP Plan and contributed to the Operating Partnership proceeds of approximately $31.7 million therefrom in exchange for additional OP Units. On February 3, 1998, the Company filed with the SEC a Form S-3 Registration Statement to register $1$1.0 billion of equity securities. The SEC declared this registration statement effective on February 27, 1998. In addition, EQR carried over $272.4 million related to the registration statement that was declared effective on August 4, 1997. As of December 31, 2002, $1.1 billion in equity securities remained available for issuance under this registration statement. Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of equity offerings to the capital of the Operating Partnership in exchange for additional OP Units (on a one-for-one common share per OP Unit basis).Cumulative through December 31, 2002, a subsidiary of the Operating Partnership issued various series of Preference Interests (the “Preference Interests”) with an equity value of $246.0 million receiving
8
net proceeds of $239.9 million. The following table presents the issued and outstanding Preference Interests as of December 31, 2002 and December 31, 2001:
Redemption
Date (1)(2)
Conversion
Rate (2)
Annual Dividend Rate per Unit (3)
Amounts in thousands
December
31, 2002
December
31, 2001Preference Interests:
8.00% Series A Cumulative Redeemable Preference Interests; liquidation value $50 per unit; 800,000 units issued and outstanding at December 31, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
12/14/06
1.4108
$
3.8125
11,500
11,500
$
246,000
$
246,000
(1)On
February 3, 1998,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 EQR Common Shares based upon the contractual conversion rate, plus accrued and unpaid distributions, if any.
9
(3) Dividends on all series of Preference Interests are payable quarterly on March 25th, June 25th, September 25th,and December 25th of each year.
Debt Offerings For the Years Ended December 31, 2002, 2001 and 2000
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 March2012 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 November2007 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 March2011 Notes is 6.95%, 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.
During 2000:
• The Operating Partnership did not issue new debt securities during the year ended December 31, 2000.
The Operating Partnership filed a Form S-3 Registration Statement on August 25, 2000 to register
$1$1.0 billion of debt securities. The SEC declared this registration statement effective on September 8, 2000. In addition, the Operating Partnership carried over $430.0 million related to the registration statement effective on February 27, 1998. As of December 31, 2002, $680.0 million remained available for issuance under this registration statement.Credit Facilities
On
March 12, 1998,May 30, 2002, the Operating Partnershipdisposedobtained a new three-year $700.0 million unsecured revolving credit facility maturing May 29, 2005. The new line oftwocredit replaced the $700.0 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. 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 upon bids received from the lending group. As of December 31, 2002, $140.0 million was outstanding and $60.8 million was restricted (dedicated to support letters of credit and not available for borrowing) on the line of credit. During the year ended December 31, 2002, the weighted average interest rate on borrowings under the former and new lines of credit was 2.30%.10
In connection with its acquisition of Globe Business Resources, Inc. (“Globe”), the Company assumed a revolving credit facility with potential borrowings of up to $55.0 million. On May 31, 2001, this credit facility was terminated.
Business Combinations
Multifamily Properties
On October 31, 2000, the Company acquired Grove Property Trust (“Grove”) for a total
salespurchase price of$16.7$463.2 million and succeeded to the ownership of 60 properties containing 7,308 units. The Company:• Paid $17.00 per share or $141.6 million in cash to purchase the 8.3 million outstanding common shares of Grove;
• Paid $17.00 per unit or $12.4 million in cash to purchase 0.7 million Grove OP Units outstanding at the merger date;
• Converted 2.1 million Grove OP Units to 1.6 million of the Operating Partnership’s OP Units using the conversion ratio of 0.7392 (after cash-out of fractional units). The value of these converted OP Units totaled $37.2 million;
• Assumed $241.3 million in Grove debt, which included first and second mortgages totaling $203.4 million and Grove’s line of credit totaling $38.0 million. Grove’s line of credit and two mortgage loans totaling $7.8 million were paid off immediately after the closing;
• Acquired $20.1 million in other Grove assets and assumed $11.2 million in other Grove liabilities, including a contingent earnout liability totaling $1.5 million. This amount represented the estimated additional cash or OP Units required to be funded to the previous owners of Glen Meadow Apartments upon the transition of this property from subsidized to market rents; and
• Recorded acquisition costs of $19.5 million.
Furniture Rental and Corporate Housing Businesses
On July 11, 2000, the Company acquired Globe in an all cash and debt transaction valued at approximately $163.2 million. Globe provided fully furnished short-term housing through an inventory of leased housing units to transferring or temporarily assigned corporate personnel, new hires, trainees, consultants and individual customers throughout the United States. Additionally, Globe leased and sold furniture to a diversified base of commercial and residential customers throughout the United States. Shareholders of Globe received $13.00 per share, which approximated $58.7 million in cash based on the 4.5 million Globe shares outstanding. In addition, the Company:
• Acquired $94.8 million in other Globe assets and assumed $29.6 million in other Globe liabilities;
• Allocated $68.4 million to goodwill;
• Recorded acquisition costs of $4.5 million; and
• Assumed $70.4 million in debt, which included $1.4 million in mortgage debt, $39.5 million in unsecured notes, and Globe’s line of credit of $29.5 million outstanding.
On July 21, 2000, the Company, through its Globe subsidiary, acquired Temporary Quarters, Inc., the leading corporate housing provider in Atlanta, Georgia, in a $3.3 million all cash transaction.
As of September 30, 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 impairment loss is reflected on the consolidated statements of operations for the year ended December 31, 2001, in discontinued operations, net, and 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
11
equipment, net of approximately $4.5 million; and d) other assets of approximately $0.9 million.
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 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 charges 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 economy 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.
The Company accounted for these business combinations as purchases in accordance with Accounting Principles Board (“APB”) Opinion No. 16. The fair value of the consideration given by the Company was used as the valuation basis for each of the combinations.
Competition
All of the
Propertiesproperties 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 OperatingPartnership'sPartnership’s ability to lease units at thePropertiesproperties or at any newly acquired properties and on the rents charged. The Operating Partnership may be competing with other entities that have greater resources than the Operating Partnership and whose managers have more experience than the OperatingPartnership's officers and trustees.Partnership’s managers. In addition, other forms ofmultifamilyrental properties, including multifamily properties and manufactured housing, some of which may be controlled by Mr. Zell, and single-family housing provide housing alternatives to potential residents of multifamily properties. Recently, historically low mortgage interest rates coupled with record residential construction and single-family home sales have had an adverse competitive effect on the Operating Partnership.Risk Factors
The following Risk Factors
Themay 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 ERP OperatingPartnership'sLimited Partnership, an Illinois limited partnership, and its subsidiaries. ERP Operating Limited Partnership is controlled by its general partner Equity Residential, a Maryland real estate investment trust.Set forth below are the risks that we believe are important to investors who purchase or own our 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, which are redeemable on a one-for-one basis for common shares or their cash equivalent. In this section, we refer to the Interests, Units and the OP Units together as our “securities,” and the investors who own Interests, Units and/or OP Units as our “security holders.”
Our Performance and OP Unit 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, local conditions such as an
12
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.
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. 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 2002.
New Acquisitions or Developments 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 or developed properties may fail to perform as expected. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position or to develop a property. 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. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. The total number of development units, cost of development and estimated completion dates are subject to
certain risksuncertainties arising from changing economic conditions (such as the cost of labor anduncertaintiesconstruction 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 change 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 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 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.
Environmental Problems are Possible and can be Costly
Federal, state and local laws and regulations relating to the
operations of its Properties. Investors should carefully consider, among other factors, the matters described below prior to making an investment decision regarding the securitiesprotection of theOperating Partnership. Adverse Consequencesenvironment may require a current or previous owner or operator ofDebt Financingreal estate to investigate andPreferred Shares General Risks.clean up hazardous or13
toxic 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.
Environmental laws also govern the presence, maintenance and removal of asbestos. These laws require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, that they notify and train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
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 two years, there have been an increasing number of lawsuits against owners and managers of multifamily properties other than EQR 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.
Insurance Policy Deductibles and Exclusions
In order to partially mitigate the substantial increase in insurance costs in recent years, management has determined to gradually increase deductible and self-insured retention amounts. As of December 31,
1997,2002, theProperties wereOperating Partnership property insurance policy (for Wholly Owned Properties) provides for a per occurrence deductible of $250,000 and self insured retention of $1 million per occurrence, subject toapproximately $1.6 billiona maximum annual aggregate self-insured retention ofmortgage indebtedness$4 million. The Operating Partnership’s liability and worker’s compensation policies at December 31, 2002, provide for a $1 million per occurrence deductible. While higher deductible and self-insured retention amounts expose the OperatingPartnership's total debt equaled approximately $2.9 billion. OfPartnership to greater potential uninsured losses, management believes that thetotal debt outstanding, $912.7 million, includingsavings in insurance premium expense justifies this increased exposure. Management anticipates that deductibles and self-insured retention amounts will likely further increase for 2003 policy renewals.As a result of the
lineterrorist attacks ofcredit balanceSeptember 11, 2001, insurance carriers have created exclusions for losses from terrorism from our “all risk” insurance policies. While separate terrorism insurance coverage is available in certain instances, premiums for such coverage is generally very expensive, with very high deductibles. Moreover, the terrorism insurance coverage that is available typically excludes coverage for losses from acts of$235 million, represented floating rate debt,foreign governments as well as nuclear, biological and14
chemical attacks. The Operating Partnership has determined that it is not economically prudent to obtain terrorism insurance to the extent otherwise available, especially given the significant risks that are not covered by such insurance. In the event of
which approximately $611 million was issued at tax exempt rates. In addition,a terrorist attack impacting one or more of the properties, we could lose the revenues fromJune 1995 through October 1997,theCompany issuedproperty, our capital investment in the property and possibly face liability claims from residents or others suffering injuries or losses. The Operating Partnership believes, however, that the number and geographic diversity of its portfolio helps to mitigate its exposure to the risks associated with potential terrorist attacks.Debt Financing, Preferred Shares and
Depositary Shares pursuant to offerings previously mentionedPreference Interests andutilized the proceeds to repay indebtedness and to acquire additional Properties.Units Could Adversely Affect Our PerformanceGeneral
The Operating
Partnership is subjectPartnership’s total debt summary, as of December 31, 2002, included:Debt Summary as of December 31, 2002
$ Millions
Weighted
Average Rate
Secured
$
2,928
6.15
%
Unsecured
2,596
6.30
%
Total
$
5,524
6.22
%
Fixed Rate *
$
4,776
6.83
%
Floating Rate *
748
2.33
%
Total *
$
5,524
6.22
%
Above Totals Include:
Total Tax Exempt
$
985
3.75
%
Unsecured Revolving Credit Facility
$
140
1.98
%
* Net of the effect of any interest rate protection agreements.
In addition to
13PART Idebt, therisks normally associatedCompany has issued $1.2 billion of combined liquidation value for the preferred shares of beneficial interest and preference interests and units, with a weighted average dividend preference of 8.07% per annum. Our use of debtorand preferred equity financing creates certain risks, including therisk thatfollowing.Scheduled Debt Payments Could Adversely Affect Our Financial Condition
In the
Operating Partnership'sfuture, our cash flowwillcould be insufficient to meet required payments of principal and interestthe risk that existing indebtednessor to pay distributions on our securities at expected levels.We may not be
refinanced or thatable to refinance existing debt (which in virtually all cases requires substantial principal payments at maturity) and, if we can, the terms of such refinancingwillmight not be as favorable as the terms ofcurrent indebtedness and the risk that necessaryexisting 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 forsuch purposes as renovationsthe maintenance of our properties andother improvementsmaynot be financed on favorable terms or at all. If the Operating Partnership were unable to refinance its indebtedness on acceptable terms, or at all, the Operating Partnership might be forcedhave to dispose of one or more properties on terms that would otherwise be unacceptable to us. The Operating Partnership’s debt maturity schedule as ofthe Properties on disadvantageous terms, which might resultDecember 31, 2002 is as follows:15
Debt Maturity Schedule as of December 31, 2002
Year
$ Millions
% of Total
2003
$
334
6.1
%
2004
605
11.0
%
2005*
818
14.8
%
2006
460
8.3
%
2007
316
5.7
%
2008
457
8.3
%
2009
277
5.0
%
2010
256
4.6
%
2011
654
11.8
%
2012+
1,347
24.4
%
Total
$
5,524
100.0
%
* Includes $300 million with a final maturity of 2015 that is putable/callable in
losses2005 and $140 million related to the OperatingPartnership and might adversely affect the cash available to meet required payments of principal and interest and for distributions to unitholders. If interest rates or other factors at the time of the refinancing result in higher interest rates upon refinancing,Partnership’s unsecured revolving credit facility.Financial Covenants Could Adversely Affect the Operating
Partnership's interest expense would increase, which would affect the Operating Partnership's ability to meet required payments of principal and interest and to make distributions to its unitholders. Furthermore, ifPartnership’s Financial ConditionIf a
Propertyproperty we own is mortgaged to secure payment of indebtedness andthe Operating Partnership iswe are unable to meet the mortgage payments, themortgageeholder of the mortgage could forecloseuponon theProperty, appoint a receiver and receive an assignment of rents and leases or pursue other remedies, all with a consequentproperty, resulting in loss of income and assetvaluevalue. Foreclosure on mortgaged properties or an inability tothe Operating Partnership. Foreclosuresrefinance existing indebtedness would likely have a negative impact on our financial condition and results of operations. A foreclosure could alsocreateresult in our recognition of taxable income withoutaccompanyingour actually receiving cash proceedsthereby hinderingfrom theCompany'sdisposition 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 customary restrictions, requirements and other limitations on our ability to
meet the REIT distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code"). Restrictions on the Operating Partnership's Activities. Aincur indebtedness. The indentures under which a substantial portion ofthe Operating Partnership'sour debthas beenwas issuedpursuantalso contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios, as well as limitations on our ability tocertain indentures (the "Indentures") which restrict the amount ofincur secured and unsecured indebtedness (including acquisition financing), and to sell all or substantially all of our assets. Our credit facility and indentures are cross-defaulted and also contain cross default provisions with other material indebtedness. Our unsecured public debt covenants as of December 31, 2002 and 2001, respectively, are (terms are defined in theOperating Partnership may incur. Accordingly, if the Company or the Operating Partnership is unable to raise additional equity or borrow money, respectively, becauseindentures):Unsecured Public Debt Covenants
As Of
12/31/02
As Of
12/31/01
Total Debt to Adjusted Total Assets (not to exceed 60%)
39.7
%
41.2
%
Secured Debt to Adjusted Total Assets (not to exceed 40%)
21.0
%
23.6
%
Consolidated Income Available For Debt Service To Maximum Annual Service Charges (must be at least 1.5 to 1)
3.16
3.01
Total Unsecured Assets to Unsecured Debt (must be at least 150%)
380.8
%
359.9
%
16
Some of the
debt restrictions in the Indentures, the Operating Partnership's ability to acquire additionalpropertiesmay be limited. If the Operating Partnership is unable to acquire additional properties, its ability to increase funds from operations, and thereby cash available to meet required payments of principal and interest, will be limited to increasing funds from operations of the existing Properties in the Operating Partnership's portfolio at such time. Bond Compliance Requirements. Certain of the Operating Partnership's Properties are subject towere financed with tax-exempt bonds that contain certain restrictive covenants or deedrestrictions relating to current or previous tax-exempt bond financing and owns the bonds collateralized by several additional Properties. The Operating Partnership hasrestrictions. We have retained an independent outside consultant to monitor compliance with the restrictive covenants and deed restrictions that affect theseProperties. Theproperties. If these bond compliance requirementsmay have the effect of limiting the Operating Partnership's income from these Properties if the Operating Partnership is requiredrestrict our ability tolower itsincrease our rental rates to attract low ormoderate income tenants,moderate-income residents, or eligible/qualifiedtenants. Potential Environmental Liability Affecting the Operating Partnership Under various federal, state and local environmental laws, ordinances and regulations, an owner of real estateresidents, then our income from these properties may beliablelimited.Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing
Our Consolidated Debt-to-Total Market Capitalization Ratio was 39.8% as of December 31, 2002. We have a policy of incurring indebtedness for borrowed money only through ERPOP and its subsidiaries and only if upon such incurrence our debt to market capitalization ratio would be approximately 50% or less. 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 generally.
Rising Interest Rates Could Adversely Affect Cash Flow
Advances under our credit facility bear interest at variable rates based upon LIBOR at various interest periods, plus a spread dependent upon our credit rating, or based upon bids received from the lending group. Certain public issuances of our senior unsecured debt instruments 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 expenses under these debt instruments and would increase the costs of
removal or remediationrefinancing existing indebtedness and ofcertain hazardous or toxic substances on such property. These laws often impose environmental liability without regard 14PART I to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of such substances, or the failure properly to remediate such substances, mayissuing new debt. Accordingly, higher interest rates could adversely affectthe owner'scash flow and our ability tosell or rent the property or to borrow using the property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain laws impose liability for release of asbestos-containing materials ("ACMs") into the air and third parties may seek recovery from owners or operators of real properties for personal injury associated with ACMs. In connection with the ownership (direct or indirect), operation, management and development of real properties, the Operating Partnership or the Subsidiaries, as the case may be, may be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and injuries to persons and property. All of the Properties have been the subject of a Phase I, and in certain cases a supplemental, environmental assessment completed by qualified independent environmental consultant companies. The most recent environmental assessments for each of the Properties were conducted within the last five years. Environmental assessments were obtained prior to the acquisition by the Operating Partnership of each of the Properties. These environmental assessments have not revealed, nor is the Operating Partnership aware of, any environmental liability that the Operating Partnership's management believes would have a material adverse effect on the Operating Partnership's business, results of operations, financial condition or liquidity. No assurance can be given that existing environmental assessments with respect to any of the Properties reveal all environmental liabilities, that any prior owner of a Property did not create any material environmental condition not known to the Operating Partnership, or that a material environmental condition does not otherwise exist as to any one or more Properties. General Real Estate Investment Considerations, Changes in Laws General. Real property investments are subject to varying degrees of risk and are relatively illiquid. Income from real property investments and the Operating Partnership's resulting ability to make expected interest payments onservice our debtsecurities may be adversely affected by the general economic climate, local conditions such as oversupply of apartment units or a reduction in demand for apartment units in the area, the attractiveness of the Properties to tenants, zoning or other regulatory restrictions, the ability of the Operating Partnership to provide adequate maintenance and insurance, and increased operating costs (including insurance premiums and real estate taxes). The Operating Partnership's income would also be adversely affected if tenants were unable to pay rent or the Operating Partnership were unable to rent apartment units on favorable terms. If the Operating Partnership were unable to promptly relet or renew the leases for a significant number of apartment units, or if the rental rates upon such renewal or reletting were significantly lower than expected rates, then the Operating Partnership's income and ability to meet required payments of principal and interestand to makeexpecteddistributions tounitholders may be adversely affected. In addition, certain expenditures associated with each equity investment 15PART I (such as real estate taxes and maintenance costs) generally are not reduced when circumstances cause a reduction in income from the investment. The Operating Partnership intends to purchase newly developed, as well as invest in the development of multifamily communities. Such projects generally require the expenditure of capital, and consequently there can be no assurance that any of such projects will be completed or that such projects will prove to be profitable. The failure of the Operating Partnership to complete or to profitably operate planned development projects may have an adverse affectsecurity holders.We Depend on
the Operating Partnership's results of operations and financial position. Furthermore, real estate investments are relatively illiquid and, therefore, will tend to limit the ability of the Operating Partnership to vary its portfolio promptly in response to changes in economic or other conditions. Changes in Laws. Increases in real estate taxes, income taxes and service or other taxes generally are not passed through to tenants under existing leases and may adversely affect the Operating Partnership's cash provided by operations and its ability to make interest payments on debt securities. Similarly, changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures, which would adversely affect the Operating Partnership's income and its ability to make interest payments on debt securities. Dependence onOur Key PersonnelThe Operating Partnership is dependentWe depend on the efforts of the
Company'sChairman of EQR’s Board of Trustees, Samuel Zell, and EQR’s executiveofficers. Whileofficers, particularly Bruce W. Duncan, EQR’s President and Chief Executive Officer (“CEO”) and Gerald A. Spector, EQR’s Chief Operating Officer. If they resign, our operations could be temporarily adversely effected. Mr. Zell has entered into executive compensation and retirement benefit agreements with the Company. Mr. Duncan and Mr. Spector have entered into Deferred Compensation Agreements with the Company that under certain conditions could provide both with a salary benefit after their respective 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 favor of the Company. Douglas Crocker II, our former CEO, retired effective January 1, 2003.Control and Influence by Significant OP Unit holders Could be Exercised in a Manner Adverse to Other OP Unit holders
The consent of certain affiliates of Mr. Zell is required for certain amendments to the Operating Partnership’s Fifth Amended and Restated Agreement of Limited Partnership
believes that it could find replacements for these key personnel, the loss(the “Partnership Agreement”). As a result of theirservicessecurity ownership and rights concerning amendments to the Partnership Agreement, Mr. Zell may have substantial influence over the Operating Partnership. Although these OP Unit holders have not agreed to act together on any matter, they would be in a position to exercise even more influence over the Operating Partnership’s affairs if they were to act together in the future. This influence might be exercised in a manner that is inconsistent with the interests of other OP Unit holders.17
Our Success is Dependent on our General Partner’s Compliance With Federal Income Tax Requirements
We rely to a significant extent upon our general partner, EQR, as our source of equity capital. EQR is required to satisfy numerous technical requirements to remain qualified as a REIT for federal income tax purposes. EQR’s failure to qualify as a REIT could have a
temporarymaterial adverseeffectimpact upon its, and consequently our, ability to raise equity capital. Please see the “Risk Factors-Our Success as a REIT is Dependent onthe operations of the Operating Partnership. Only oneCompliance with Federal Income Tax Requirements” and “Federal Income Tax Consideration” sections in EQR’s Annual Report on Form 10-K for a discussion of theseofficers has entered into an employment agreementfederal income tax considerations.Our General Partner’s Compliance with
the Company.REIT Distribution RequirementsPotentially IncreasingMay Affect Our Financial ConditionDistribution Requirements May Increase the Indebtedness of the Operating Partnership
The Operating PartnershipWe 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
theour repaymentby the Operating Partnership or its subsidiariesof principal on debt,the Companywe could have taxable income without sufficient cash to enablethe Companyour general partner to meet the distribution requirements of a REIT. Accordingly,the Operating Partnershipwe could be required to borrow funds or liquidate investments on adverse terms in order toallowmeet these distribution requirements.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
Company to meet such distribution requirements.SEC free of charge at our website, www.equityapartments.com. These reports are made available at our website as soon as reasonably practicable after we file them with the SEC.As of December 31,
1997,2002, the Operating Partnershipcontrolled a portfolioowned or had investments in 1,039 Properties in 36 states consisting of463 multifamily properties located in 34 states containing 135,200 apartment223,591 units. Theaverage number of units per Property was approximately 293. The unitsOperating Partnership’s properties aretypically contained in a series of two-story buildings. The Properties contain an aggregate of approximately 118.9 million rentable square feet, with an average unit size of 886 square feet. The average rent per unit was $696, and the average rent per square foot was $0.79. As of December 31, 1997, the Properties had an average occupancy rate of 95%. Tenantmore fully described as follows:
Type
Number of
Properties
Number of
Units
Average
Number
of Units
Average
Occupancy
Percentage
Average
Monthly Rent
Possible
Garden
677
180,225
266
92.5
%
$
862
Mid/High-Rise
33
10,199
309
88.4
%
$
1,397
Ranch
328
29,515
90
93.2
%
$
500
Military Housing
1
3,652
3,652
95.4
%
$
973
Total
1,039
223,591
Resident leases are generally
year-to-yearfor twelve months in length and typically require security deposits. ThePropertiesgarden-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 withattractiveamenities, which may include a clubhouse, swimming pool, laundry facilities and cable television access. CertainPropertiesof these properties offer additional amenities such as saunas, whirlpools, spas, sports courts and exerciserooms. 16PART Irooms or other amenities. TheOperating Partnership believes that the Propertiesranch-style properties are defined as single story properties, which do not provide additional amenities for residents other than laundry facilities andcommon facilities that create an attractive residence for tenants.cable television access. The military housing properties are defined as those properties located on military bases.It is
management'smanagement’s role to monitor compliance withPropertyproperty policies and to provide preventive18
maintenance of the
Propertiesproperties including common areas, facilities and amenities. TheOperating Partnership holds periodic meetings of its Property management personnel forCompany has a dedicated training and education department that creates and coordinates training and strategic implementationoffor theOperating Partnership's strategies.Company’s property management personnel. TheOperating PartnershipCompany believes that, due in part tothis strategy,its emphasis on training and employee quality, thePropertiesproperties historically have had high occupancy rates.The distribution of the
Propertiesproperties throughout the United States reflects the OperatingPartnership'sPartnership’s belief that geographic diversification helps insulate the portfolio from regional and economic influences. At the same time, the Operating Partnership has sought to create clusters ofPropertiesproperties within each of its primary markets in order to achieve economies of scale in management andoperation; however, theoperation. The Operating Partnership may nevertheless acquire additional multifamily properties located anywhere in the continental United States.The Operating Partnership beneficially owns fee simple title to 456 of the Properties and holds a 73-year leasehold interest with respect to one Property (Mallgate). Direct fee simple title for certain of the Properties is owned by single-purpose nominee corporations or land trusts that engage in no business other than holding title to the Property for the Operating Partnership. Holding title in such a manner is expected to make it less costly to transfer such Property in the future in the event of a sale and should facilitate financing since lenders often require title to a Property to be held in a single purpose entity in order to isolate that Property from potential liabilities of other Properties. Direct fee simple title for certain other Properties is owned by an LLC. In addition, with respect to two Properties, the Operating Partnership owns the debt collateralized by such Properties and with respect to four Properties, the Operating Partnership owns an interest in the debt collateralized by the properties. As of December 31, 1997, the Operating Partnership had an investment in partnership interests and subordinated mortgages and mortgage loans collateralized by the Additional Properties. The Additional Properties contain 5,267 units, located in seven states.The following
twotables set forth certain information by type and state relating to theProperties and the Additional Properties: 17Item 2. Properties PROPERTIES- Continued
Acreage Average Year(s) (approx- Square Square Footage Property Constructed imate) Units Footage Per Unit - ------------------------------------------------------------------------------------------------------------------------------------ALABAMA Meadows on the Lake/Park, Birmingham (2 properties) 1986/1987 37 400 418,452 1,046 ARIZONA Bay Club, Phoenix 1976 13 420 257,790 614 Camellero, Scottsdale (1) 1979 15 344 311,526 906 Canyon Creek, Tucson 1986 10 242 169,946 702 Canyon Sands, Phoenix (1) 1983 20 412 353,592 858 Chandler Court, Chandler 1987 20 311 263,338 847 Crystal Creek, Phoenix 1985 10 273 190,140 696 Del Coronado, Mesa (1) 1985 19 419 394,062 940 Desert Sands, Phoenix (1) 1982 20 412 353,592 858 Flying Sun, Phoenix 1983 4 108 93,708 868 Fountain Creek, Phoenix 1984 9 186 144,374 776 Indian Bend, Scottsdale 1973 14 275 226,444 823 Southbank, Mesa 1985 5 113 99,448 880 Southcreek, Mesa (1) 1986-89 23 528 472,152 894 Via Ventura, Scottsdale 1980 19 320 279,187 872 Villa Madeira, Scottsdale 1971 17 332 291,280 877 Villa Manana, Phoenix 1971-85 8 260 212,150 816 Copper Creek, Phoenix 1984 8 144 146,024 1,014 Crown Court, Phoenix 1987 27 416 464,582 1,117
Occupancy December, 1997 As of Avg. Monthly Year(s) December 31, Rental Rate Per Property Constructed 1997 Unit Square Foot - ---------------------------------------------------------------------------------------------------------------------------------ALABAMA Meadows on the Lake/Park, Birmingham (2 properties) 1986/1987 94% $570 $0.54 ARIZONA Bay Club, Phoenix 1976 95% $526 $0.86 Camellero, Scottsdale (1) 1979 95% $723 $0.80 Canyon Creek, Tucson 1986 96% $488 $0.69 Canyon Sands, Phoenix (1) 1983 92% $557 $0.65 Chandler Court, Chandler 1987 92% $641 $0.76 Crystal Creek, Phoenix 1985 96% $571 $0.82 Del Coronado, Mesa (1) 1985 93% $671 $0.71 Desert Sands, Phoenix (1) 1982 92% $557 $0.65 Flying Sun, Phoenix 1983 98% $590 $0.68 Fountain Creek, Phoenix 1984 96% $603 $0.78 Indian Bend, Scottsdale 1973 93% $692 $0.84 Southbank, Mesa 1985 96% $573 $0.65 Southcreek, Mesa (1) 1986-89 93% $663 $0.74 Via Ventura, Scottsdale 1980 97% $728 $0.83 Villa Madeira, Scottsdale 1971 95% $700 $0.80 Villa Manana, Phoenix 1971-85 93% $619 $0.76 Copper Creek, Phoenix 1984 97% $789 $0.78 Crown Court, Phoenix 1987 99% $857 $0.7718Item 2. Properties PROPERTIES- ContinuedOperating Partnership’s properties at December 31, 2002:
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------ARIZONA, continued Dos Caminos, Phoenix 1983 16 264 265,884 1,007 98% $781 $0.78 The Pointe ASM, Phoenix 1988 14 364 309,548 850 93% $666 $0.78 San Tropez, Phoenix 1989 13 316 332,080 1,051 98% $886 $0.84 Misson Palms, Tucson 1980 35 360 372,918 1,036 99% $669 $0.65 Skyline Gateway, Tucson 1985 8 246 179,422 729 98% $568 $0.78 Sedona Ridge, Phoenix 1988 17 250 235,345 941 95% $728 $0.77 Windemere, Mesa (1) 1986 18 224 187,192 836 95% $591 $0.71 Sycamore Creek, Scottsdale (1) 1984 19 350 335,420 958 91% $759 $0.79 Villa Serenas, Tucson (1) 1973 18 611 452,751 741 87% $506 $0.68 Acacia Creek, Scottsdale 1988-1994 20 508 462,280 910 95% $765 $0.84 Bayside at the Islands, Gilbert (1) 1989 15 272 236,640 870 93% $736 $0.85 Country Brook, Chandler (1) 1986-1996 24 396 380,556 961 95% $739 $0.77 Gateway Villas, Scottsdale 1995 18 180 179,664 998 97% $836 $0.84 Greenwood Village, Tempe (1) 1984 13 270 238,768 884 92% $670 $0.76 Superstition Vista, Mesa 1987 16 316 300,510 951 93% $649 $0.68 Heritage Point, Mesa 1986 7 148 114,436 773 91% $797 $1.03 La Mariposa, Mesa (1) 1986 11 222 206,052 928 96% $645 $0.69 Little Cottonwoods, Tempe (1) 1984 20 379 389,012 1,026 94% $766 $0.75 Miramonte, Scottsdale 1983 4 151 118,568 785 96% $666 $0.85GARDEN-STYLE PROPERTIES
December 31, 2002
State
Number of
Properties
Number
of Units
Percentage of
Total Units
Average
Occupancy
Percentage
Average
Monthly Rent
Possible per
Unit
Alabama
12
2,451
1.10
%
94.1
%
$
530
Arizona
51
14,646
6.55
89.6
765
California
88
21,924
9.81
94.3
1,260
Colorado
29
8,175
3.66
91.8
810
Connecticut
23
2,705
1.21
95.4
902
Florida
83
24,277
10.86
92.7
801
Georgia
38
12,169
5.44
91.8
789
Illinois
7
2,360
1.06
94.2
1,007
Kansas
5
2,144
0.96
89.5
690
Kentucky
4
1,342
0.60
85.4
582
Maine
5
672
0.30
97.8
889
Maryland
23
5,419
2.42
94.7
923
Massachusetts
34
4,655
2.08
95.4
1,097
Michigan
8
2,388
1.07
87.3
883
Minnesota
18
4,035
1.80
91.2
962
Missouri
8
1,590
0.71
92.2
676
Nevada
7
2,078
0.93
89.3
711
New Hampshire
1
390
0.17
93.6
1,051
New Jersey
2
980
0.44
95.0
1,578
New Mexico
3
601
0.27
91.2
749
New York
1
300
0.13
93.3
1,598
North Carolina
37
10,176
4.55
91.9
608
Oklahoma
8
2,036
0.91
93.8
569
Oregon
12
4,051
1.81
91.3
734
Rhode Island
5
778
0.35
95.1
945
South Carolina
6
1,021
0.46
92.5
540
Tennessee
14
4,366
1.95
90.9
671
Texas
79
24,767
11.08
92.5
735
Utah
2
416
0.19
86.0
643
Virginia
18
5,778
2.58
93.0
897
Washington
42
10,254
4.59
91.0
841
Wisconsin
4
1,281
0.57
93.0
948
Total Garden-Style
677
180,225
80.60
%
Average Garden-Style
266
92.5
%
$
862
19
Item 2. Properties PROPERTIES- Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------ARIZONA, continued Morningside, Scottsdale (1) 1989 10 160 163,116 1,019 98% $802 $0.79 Mountain Park, Phoenix (1) 1994 12 240 230,560 961 92% $800 $0.83 Park Meadow, Gilbert (1) 1986 7 224 197,120 880 97% $691 $0.79 Rancho Murietta, Tempe 1983 14 292 253,016 866 95% $698 $0.81 Scottsdale Courtyards, Scottsdale (1) 1993 18 274 284,175 1,037 99% $895 $0.86 Scottsdale Meadows, Scottsdale 1984 7 168 149,520 890 95% $727 $0.82 Shadow Brook, Scottsdale (1) 1984 17 224 226,296 1,010 98% $863 $0.85 Shores at Andersen Springs, Chandler (1) 1989 11 299 265,218 887 95% $776 $0.87 Sonoran, Phoenix (1) 1995 15 429 413,344 964 93% $770 $0.80 The Enclave, Tempe (1) 1994 25 204 194,142 952 98% $850 $0.89 The Meadows, Mesa 1984 15 306 247,378 808 92% $575 $0.71 Towne Square, Chandler 1987-1996 16 584 560,640 960 96% $683 $0.71 Villa Encanto, Phoenix 1983 21 382 309,982 811 93% $631 $0.78 Village at Lakewood, Phoenix (1) 1988 12 240 205,752 857 95% $754 $0.88 Harrison Park, Tucson (1) 1985 6 360 291,240 809 90% $623 $0.77 La Reserve Villas, Tucson (1) 1988 12 240 216,008 900 97% $619 $0.69 Orange Grove Village, Tucson (1) 1986-1995 17 400 285,600 714 90% $561 $0.79 Suntree Village, Tucson (1) 1986 16 424 345,761 815 92% $529 $0.65 Arboretum, Tucson (1) 1987 14 496 439,456 886 97% $569 $0.64MID-RISE/HIGH-RISE PROPERTIES
December 31, 2002
State
Number of Properties
Number
of Units
Percentage of
Total Units
Average
Occupancy
Percentage
Average
Monthly Rent
Possible per
Unit
California
1
164
0.07
%
75.6
%
$
1,524
Connecticut
2
407
0.18
87.5
2,171
Florida
2
458
0.20
94.0
1,036
Georgia
1
322
0.14
89.1
1,306
Illinois
1
1,305
0.58
93.9
841
Massachusetts
10
2,942
1.32
89.9
1,464
Minnesota
1
163
0.07
85.9
1,344
New Jersey
3
887
0.40
86.2
1,994
Ohio
1
765
0.34
74.4
1,177
Oregon
1
525
0.23
86.2
1,007
Texas
3
596
0.27
91.5
1,067
Virginia
2
865
0.39
94.4
1,326
Washington
5
800
0.36
85.5
1,200
Total Mid-Rise/High-Rise
33
10,199
4.56
%
Average Mid-Rise/High-Rise
309
88.4
%
$
1,397
RANCH-STYLE PROPERTIES
Alabama
1
69
0.03
%
92.8
%
$
396
Florida
99
9,169
4.10
93.7
518
Georgia
53
4,428
1.98
93.4
524
Indiana
44
4,059
1.82
93.0
467
Kentucky
21
1,637
0.73
92.7
451
Maryland
4
414
0.19
94.4
597
Michigan
17
1,536
0.69
93.7
601
Ohio
77
7,187
3.21
92.5
473
Pennsylvania
5
469
0.21
91.6
573
South Carolina
2
187
0.08
86.7
429
Tennessee
2
146
0.07
98.6
477
West Virginia
3
214
0.10
95.0
425
Total Ranch-Style
328
29,515
13.20
%
Average Ranch-Style
90
93.2
%
$
500
MILITARY HOUSING PROPERTIES
Washington (Ft. Lewis)
1
3,652
1.63
%
95.4
%
$
973
Total Military Housing
1
3,652
1.63
%
Average Military Housing
3,652
95.4
%
$
973
Total Residential Portfolio
1,039
223,591
100
%
20
Item 2. Properties PROPERTIES- Continued
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - -------------------------------------------------------------------------------------------------------------------------------ARIZONA, continued Village at Tanque Verde, Tucson (1) 1984-1994 9 217 174,668 805 91% $571 $0.71 Legends at La Paloma, Tucson 1995 20 312 325,648 1,044 95% $783 $0.75 Bear Canyon, Tucson 1996 14 238 231,640 973 92% $726 $0.75 Promontory Pointe I&II, Phoenix (1) 1984-1996 27 424 421,446 994 96% $772 $0.78 The Hawthorne, Phoenix 1996 10 276 259,784 941 91% $782 $0.83 Isle at Arrowhead Ranch, Glendale 1996 18 256 244,608 956 95% $839 $0.88 Ladera, Phoenix 1995 15 248 243,312 981 96% $832 $0.85 Ingleside, Phoenix 1995 5 120 118,664 989 98% $865 $0.87 The Heritage, Phoenix (1) 1995 8 204 198,276 972 91% $797 $0.82 Sun Creek, Glendale (1) 1985 7 175 129,661 741 94% $601 $0.81 Silver Creek, Phoenix (1) 1986 5 174 134,820 775 95% $614 $0.79 Preserve at Squaw Park, Phoenix (1) 1990 4 108 92,168 853 94% $836 $0.98 The Palms, Phoenix (1) 1990 5 132 135,460 1,026 98% $924 $0.90 Mirador, Phoenix 1995 16 316 311,928 987 92% $817 $0.83 La Valencia, Mesa 1997 18 361 342,946 950 94% $664 $0.70 ARKANSAS Combined Little Rock Properties (1)(3) 1974-1975 44 1,039 889,416 856 93% $520 $0.61 CALIFORNIA Carmel Terrace, San Diego 1988-89 20 384 298,588 778 97% $816 $1.05 Casa Capricorn & Pardee Casas, San Diego 1976-1986 19 388 346,720 894 97% $800 $0.90 Creekside Oaks, Walnut Creek (1) 1974 7 316 237,952 753 92% $850 $1.13Item 2. Properties PROPERTIES-Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ----------------------------------------------------------------------------------------------------------------------------------CALIFORNIA, continued Deerwood, San Diego 1990 29 316 333,079 1,054 95% $1,072 $1.02 Eagle Canyon, Chino Hills 1985 32 252 252,493 1,002 93% $975 $0.97 Emerald Place, Bermuda Dunes 1988 17 240 214,072 892 97% $622 $0.70 Hathaway, Long Beach 1987 17 385 266,805 693 95% $885 $1.28 Lakeville Resort, Petaluma (1) 1984 45 492 461,798 939 98% $806 $0.86 Lands End, Pacifica 1974 7 260 161,121 620 97% $1,062 $1.71 Merrimac Woods, Costa Mesa 1970 39 123 88,160 717 98% $807 $1.13 Mountain Terrace, Stevenson Ranch 1992 39 510 425,612 835 93% $878 $1.05 Oak Park North & South, Agoura (1) 1989-1990 24 444 368,600 830 96% $1,078 $1.30 Park West, Los Angeles 1990 4 444 315,588 711 95% $1,015 $1.43 Promenade Terrace, Corona Hills (1) 1990 27 330 360,838 1,093 99% $882 $0.81 Regency Palms, Huntington Beach 1969 14 310 261,634 844 91% $866 $1.03 Summer Ridge, Riverside 1985 6 136 104,832 771 99% $695 $0.90 Summerset Village, Chatsworth 1985 29 280 286,752 1,024 96% $1,098 $1.07 Villa Solana, Laguna Hills 1984 13 272 245,104 901 97% $915 $1.02 Vista Del Lago, Mission Viejo (1) 1986-88 29 608 512,200 842 92% $941 $1.12 Windridge, Laguna Niguel (1) 1989 19 344 375,312 1,091 95% $1,046 $0.96 Bay Ridge, San Pedro 1987 2 60 46,836 781 95% $908 $1.16 La Mirage, San Diego 1988-1992 75 1,070 972,689 909 94% $1,094 $1.20Item 2. Properties PROPERTIES-Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------CALIFORNIA, continued Harborview, San Pedro (1) 1985 7 160 171,800 1,074 89% $1,351 $1.26 Wood Creek, Pleasant Hill 1987 16 256 257,632 1,006 95% $1,253 $1.25 Geary Courtyard, San Francisco (1) 1990 0.4 164 85,675 522 86% $1,123 $2.15 Deerwood, Corona 1992 15 316 338,345 1,071 94% $871 $0.81 Larkspur Woods, Sacramento (1) 1989/1993 16 232 253,134 1,091 95% $959 $0.88 Ridgewood Village, San Diego 1997 9 192 163,336 851 95% $907 $1.07 The Ashton, Corona (1) 1986 24 492 457,184 929 90% $717 $0.77 Canyon Crest Views, Riverside 1982-1983 11 178 212,292 1,193 97% $945 $0.79 Canyon Ridge, San Diego 1989 8 162 126,000 778 99% $854 $1.10 Marquessa, Corona (1) 1992 14 336 299,744 892 94% $770 $0.86 Portofino, Chino Hills 1989 11 176 153,708 873 99% $860 $0.98 Parkview Terrace, Redlands (1) 1986 32 558 446,856 801 96% $699 $0.87 Redlands Lawn and Tennis Club, Redland (1) 1986 27 496 394,560 795 93% $658 $0.83 COLORADO Cheyenne Crest, Colorado Springs 1984 9 208 175,424 843 96% $659 $0.78 Glenridge, Colorado Springs (1) 1985 8 220 176,792 804 96% $648 $0.81 Indian Tree, Arvada 1983 8 168 140,000 833 95% $666 $0.80 Trails, Aurora 1986 11 351 286,964 818 93% $633 $0.77 Willow Glen, Aurora 1983 20 384 302,944 789 94% $614 $0.78Item 2. Properties PROPERTIES--Continued
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - -----------------------------------------------------------------------------------------------------------------------------COLORADO, continued Windmill, Colorado Springs 1985 11 304 180,640 594 97% $523 $0.88 Yuma Court, Colorado Springs 1985 5 40 37,400 935 100% $620 $0.66 Village at Bear Creek, Denver 1987-1996 31 472 464,558 984 93% $848 $0.86 Cimmaron Ridge, Denver 1984 10 296 229,048 774 93% $586 $0.76 Colinas Pointe, Denver 1986 13 272 213,984 787 92% $647 $0.82 Highland Pointe, Denver 1984 14 318 237,886 748 97% $568 $0.76 Ironwood at the Ranch, Denver (1) 1986 9 226 184,081 815 97% $732 $0.90 The Marks, Denver (1) 1987-1996 24 616 520,712 845 93% $741 $0.88 The Registry, Denver 1987 9 208 156,558 753 98% $695 $0.92 Sterling Point, Denver 1979 9 143 130,120 910 94% $732 $0.80 Warwick Station, Denver (1) 1986 18 332 250,432 754 96% $689 $0.91 Parkwood East, Fort Collins 1986 25 259 215,064 830 92% $676 $0.81 Dartmouth Woods, Lakewood (1) 1990 13 201 165,777 825 97% $708 $0.86 Highline Oaks, Denver (1) 1986 10 220 170,756 776 94% $679 $0.88 Crescent at Cherry Creek, Denver (1) 1994 6 216 189,191 876 94% $821 $0.94 Cierra Crest, Denver 1996 22 480 439,498 916 95% $808 $0.88 CONNECTICUT The Classic, Stamford 1990 1 144 165,727 1,151 97% $1,981 $1.72 FLORIDA Brierwood, Jacksonville 1974 17 196 263,052 1,342 99% $642 $0.48Item 2. Properties PROPERTIES--Continued
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------FLORIDA, continued Casa Cordoba, Tallahassee 1972-73 12 168 164,336 978 95% $605 $0.62 Casa Cortez, Tallahassee 1970 4 66 74,916 1,135 94% $628 $0.55 Chaparral, Largo 1976 23 444 451,420 1,017 95% $613 $0.60 Gatehouse on the Green, Pembroke Pines 1990 21 312 310,140 994 90% $944 $0.95 Gatehouse at Pine Lake, Plantation 1990 25 296 293,792 993 97% $861 $0.87 Habitat, Orlando 1974 17 344 334,352 972 93% $589 $0.61 Hammock's Place, Miami (1) 1986 15 296 307,900 1,040 93% $740 $0.71 Heron Cove, Coral Springs 1987 12 198 189,932 959 98% $786 $0.82 Heron Landing, Lauderhill 1988 11 144 151,684 1,053 94% $771 $0.73 Heron Run, Plantation 1987 13 198 185,504 937 93% $814 $0.87 La Costa Brava, Orlando 1967 10 194 190,780 983 98% $639 $0.65 La Costa Brava, Jacksonville (2) 1970-73 30 464 441,268 951 92% $556 $0.58 Marbrisa, Tampa 1984 37 224 188,544 842 97% $589 $0.70 Oaks of Lakebridge, Ormond Beach 1984 12 170 120,792 711 99% $598 $0.84 Paradise Point, Dania 1987-90 13 260 226,980 873 99% $832 $0.95 Pine Harbour, Orlando 1991 20 366 344,204 940 95% $690 $0.73 Pines of Springdale, W. Palm Beach 1986 5 151 126,975 841 95% $632 $0.75 The Place, Fort Meyers 1986 9 230 183,588 798 96% $556 $0.70 Combined Ft. Lauderdale Properties (4) 1988-1991 36 737 528,591 717 97% $878 $1.22Item 2. Properties PROPERTIES--Continued
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------FLORIDA, continued River Bend, Tampa 1971 15 296 333,580 1,127 96% $565 $0.50 Sabal Pointe, Coral Springs 1995 14 275 355,575 1,293 96% $896 $0.69 Sawgrass Cove, Bradenton 1991 28 336 342,880 1,020 94% $678 $0.66 Springs Colony, Altamonte Springs (1) 1986 10 188 161,168 857 96% $589 $0.69 Stonelake Club, Ocala 1986 15 240 194,320 810 95% $511 $0.63 Woodlake at Killearn, Tallahassee 1986-90 25 352 305,480 868 91% $610 $0.70 Banyan Lake, Boynton Beach 1986 30 288 264,636 919 94% $712 $0.77 Boynton Place, Boynton Beach 1989 12 192 195,840 1,020 95% $715 $0.70 Crosswinds, St. Petersburg 1986 17 208 154,224 741 97% $567 $0.77 Sabal Palm, Pompano Beach 1989 23 416 384,032 923 96% $762 $0.83 Summit Chase, Coral Springs 1985 9 140 134,586 961 94% $714 $0.74 Mariners Wharf, Orange Park 1989 28 272 305,392 1,123 95% $753 $0.67 Northlake, Jacksonville 1989 20 240 193,832 808 94% $596 $0.74 Ocean Walk, Key West (1) 1990 16 296 208,256 704 97% $828 $1.18 Silver Springs, Jacksonville 1985 25 432 361,372 836 95% $547 $0.65 Tivoli Lakes, Deerfield Beach 1991 15 278 247,336 890 96% $789 $0.89 Westwood Pines, Tamarac 1991 15 208 204,460 983 96% $799 $0.81 Hidden Palms, Tampa (1) 1986 14 256 201,518 787 97% $542 $0.69 Vinings at Ashley Lake, Boynton Beach (1) 1990 36 440 432,756 984 93% $649 $0.66Item 2. Properties PROPERTIES--Continued
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------GEORGIA Frey, Atlanta (1) 1985 44 489 453,760 928 90% $704 $0.76 Governor's Place, Augusta 1972 9 190 191,580 1,008 91% $449 $0.45 Greengate, Marietta 1971 11 152 157,808 1,038 92% $646 $0.62 Holcomb Bridge, Atlanta (1) 1985 36 437 419,150 959 96% $703 $0.73 Ivy Place, Atlanta 1978 15 122 180,830 1,482 94% $919 $0.62 Longwood, Decatur 1992 9 268 216,970 810 96% $742 $0.92 Maxwell House, Augusta 1951 1 216 97,173 450 96% $371 $0.82 Park Knoll, Marietta 1983 41 484 587,250 1,213 97% $821 $0.68 Preston Lake, Tucker 1984-86 32 320 338,130 1,057 97% $698 $0.66 Roswell, Atlanta (1) 1985 30 236 225,598 956 98% $731 $0.76 Terraces at Peachtree, Atlanta 1987 1 96 86,800 904 98% $913 $1.01 Woodland Hills, Decatur 1985 19 228 266,304 1,168 97% $788 $0.67 Paces (combined), Atlanta (8) 1984-1989 41 610 592,936 972 94% $768 $0.79 North Hill, Atlanta (1) 1984 30 420 481,150 1,146 93% $764 $0.67 The Clarion, Decatur 1990 9 217 211,582 975 94% $756 $0.78 Garden Lake, Riverdale 1991 19 278 274,256 986 91% $645 $0.65 Highland Grove, Stone Mountain 1988 20 268 243,360 908 94% $671 $0.74 Governor's Point, Roswell (1) 1982/1986 34 468 587,176 1,255 94% $783 $0.62 The Arboretum, Atlanta 1970 18 312 301,139 965 94% $790 $0.82Item 2. Properties PROPERTIES--Continued
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------IDAHO The Seasons, Boise 1990 6 120 108,460 904 97% $631 $0.70 ILLINOIS Bourbon Square, Palatine (1) 1984-87 47 612 875,160 1,430 98% $1,034 $0.72 Four Lakes III-V, Lisle (1) 1968-1988 107 1,420 1,108,45 781 93% $819 $1.05 Spice Run, Naperville 1988 32 400 396,320 991 98% $862 $0.87 Chantecleer Lakes, Naperville (1) 1986 19 304 280,536 923 97% $894 $0.97 Glenlake Club, Glendale Heights (1) 1988 17 336 268,560 799 91% $767 $0.96 INDIANA Idlewood, Indianapolis (1) 1991 28 320 262,355 820 90% $621 $0.76 IOWA 3000 Grand, Des Moines 1970 6 186 199,530 1,073 94% $829 $0.77 Regency Woods, West Des Moines (1) 1986 11 200 165,880 829 97% $515 $0.62 KANSAS Cedar Crest, Overland Park 1986 30 466 430,034 923 98% $632 $0.68 Essex Place, Overland Park 1970-84 34 352 429,048 1,219 96% $792 $0.65 Rosehill Pointe, Lenexa 1984 35 498 459,318 922 93% $611 $0.66 Silverwood, Mission (1) 1986 15 280 234,876 839 98% $632 $0.75 Sunnyoak Village, Overland Park 1984 46 548 492,700 899 98% $588 $0.65 Concorde Bridge, Overland Park 1973 26 248 403,808 1,628 94% $798 $0.49 KENTUCKY Cloisters on the Green, Lexington 1974 12 228 196,560 862 97% $576 $0.67 Doral, Louisville 1972 10 228 293,106 1,286 95% $618 $0.48Item 2. Properties PROPERTIES- Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------KENTUCKY, continued Mallgate, Louisville 1969 24 540 535,444 992 93% $551 $0.56 Sonnet Cove I-II, Lexington 1972-1974 14 331 346,675 1,047 94% $627 $0.60 Breckinridge Court, Lexington (1) 1986-1987 16 382 276,010 723 95% $464 $0.64 River Oak, Louisville 1989 16 268 200,056 746 95% $516 $0.69 MAINE Junipers of Yarmouth, Yarmouth 1970 9 225 188,000 836 97% $662 $0.79 Tamarlane, Portland 1986 19 115 101,801 885 98% $716 $0.81 MARYLAND Canterbury, Germantown (1) 1986 23 544 481,083 884 97% $719 $0.81 Country Club I & II, Silver Spring (1) 1980-1982 20 376 371,296 987 95% $770 $0.78 Georgian Woods II, Wheaton (1) 1967 17 371 305,693 824 98% $777 $0.94 Greenwich Woods & Hollyview, Silver Springs (6) 1965-1967 14 606 546,518 902 97% $755 $0.84 Marymont, Laurel 1987-88 10 308 251,264 816 96% $771 $0.95 Northhampton I & II, Largo (1) 1977-1988 58 620 564,399 910 96% $806 $0.89 Oak Mill II, Germantown (1) 1985 8 192 165,611 863 96% $716 $0.83 Town Centre III & IV, Laurel (1) 1968-1969 30 562 553,083 984 98% $721 $0.73 Yorktowne at Olde Mill, Millersville 1974 21 216 195,100 903 97% $691 $0.77 MASSACHUSETTS Lincoln Heights, Quincy 1991 16 336 266,590 793 93% $1,079 $1.36 Crystal Village, Attleboro 1974 7 91 92,880 1,021 100% $871 $0.85 Mill Village, Randolph 1971-77 11 310 237,755 767 97% $735 $0.96Item 2. Properties PROPERTIES- Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ----------------------------------------------------------------------------------------------------------------------------------MICHIGAN Country Ridge, Farmington Hills 1986 18 252 278,060 1,103 92% $838 $0.76 Hidden Valley, Ann Arbor 1973 28 324 237,348 733 96% $717 $0.98 Lake in the Woods, Ypsilanti 1969 175 1,028 971,873 945 95% $736 $0.78 Pines of Cloverlane, Pittsfield Townsh 1975-79 63 582 471,966 811 96% $624 $0.77 Walden Wood, Southfield (1) 1972 20 210 295,080 1,405 95% $879 $0.63 Arbor Glen, Pittsfield Township 1990 22 220 195,996 891 95% $600 $0.67 Burwick Farms, Howell 1991 37 264 274,540 1,040 95% $786 $0.76 Woodcrest Villa, Westland 1970 26 458 425,200 928 93% $561 $0.60 Woodland Meadows, Ann Arbor 1987-1989 34 306 392,930 1,284 89% $1,075 $0.84 MINNESOTA Park Place I & II, Plymouth (1) 1986 60 500 569,768 1,140 94% $800 $0.70 Fountain Place I, Eden Prairie (1)(7) 1989 22 332 382,170 1,151 97% $768 $0.67 Fountain Place II, Eden Prairie (1)(7) 1989 158 162,598 1,029 97% $771 $0.75 Royal Oaks, Eagan (1) 1989 20 231 209,384 906 98% $740 $0.82 Trailway Pond I, Burnsville (1)(7) 1988 21 75 70,283 937 95% $684 $0.73 Trailway Pond II, Burnsville (1)(7) 1988 165 155,395 942 95% $675 $0.72 Valley Creek I, Woodbury (1)(7) 1989 40 225 212,100 943 92% $713 $0.76 Valley Creek II, Woodbury (1)(7) 1990 177 168,258 951 96% $717 $0.75 White Bear Woods I, White Bear Lake (1) 1989 4 225 211,992 942 96% $736 $0.78 Woodlane Place I, Woodbury (1) 1989 32 216 297,902 1,379 95% $870 $0.63 Woodlands of Minnetonka, Minnetonka 1988 14 248 268,640 1,083 98% $880 $0.81Item 2. Properties PROPERTIES- Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ----------------------------------------------------------------------------------------------------------------------------------MISSOURI Hunters Glen, Chesterfield 1985 19 192 156,489 815 98% $654 $0.80 Sleepy Hollow, Kansas City (1) 1987 33 388 325,486 839 93% $566 $0.67 Hunters Ridge, St. Louis (1) 1987 13 198 178,448 901 95% $616 $0.68 South Pointe, St. Louis (1) 1986 8 192 155,520 810 92% $602 $0.74 Ethan's Ridge I, Kansas City (1)(7) 1988 316 283,944 899 92% $542 $0.60 Ethan's Ridge II, Kansas City (1)(7) 1990 52 242 196,614 812 89% $534 $0.66 Ethan's Glen III, Kansas City (1)(7) 1990 48 33,600 700 88% $484 $0.69 NEVADA Catalina Shores, Las Vegas 1989 13 240 211,200 880 93% $716 $0.81 Cypress Point, Las Vegas 1989 9 212 179,800 848 97% $698 $0.82 Desert Park, Las Vegas 1987 15 368 172,513 469 87% $519 $1.11 Fountains at Flamingo, Las Vegas 1989-91 30 521 417,870 802 94% $687 $0.86 Newport Cove, Henderson 1983 10 140 152,600 1,090 96% $777 $0.71 Silver Shadow, Las Vegas 1992 9 200 194,656 973 90% $716 $0.74 Sunrise Springs, Las Vegas 1989 10 192 164,424 856 94% $681 $0.80 Trails, Las Vegas 1988 28 440 453,656 1,031 94% $757 $0.73 Catalina Shores, Las Vegas (Wellsford) 1989 14 256 230,872 902 97% $651 $0.72 Crossing at Green Valley, Las Vegas 1986 15 384 330,714 861 96% $654 $0.76 Reflections at the Lakes, Las Vegas 1989 16 326 274,992 844 98% $669 $0.79 NEW HAMPSHIRE Wellington Hill, Manchester (1) 1987 40 390 394,627 1,012 96% $753 $0.74Item 2. Properties PROPERTIES- Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ----------------------------------------------------------------------------------------------------------------------------------NEW JERSEY Ravens Crest, Plainsboro (1) 1984 19 704 583,176 828 96% $854 $1.03 NEW MEXICO Pueblo Villas, Albuquerque 1975 12 232 173,118 746 94% $557 $0.75 Mountain Run, Albuquerque 1985 16 472 335,744 711 95% $554 $0.78 NORTH CAROLINA Bainbridge, Durham 1984 24 216 191,240 885 94% $705 $0.80 Bridgeport, Raleigh 1990 17 276 252,190 914 95% $724 $0.79 Deerwood Meadows, Greensboro 1986 44 297 217,757 733 94% $562 $0.77 East Pointe, Charlotte (1) 1987 29 310 301,560 973 97% $650 $0.67 Laurel Ridge, Chapel Hill 1975 13 160 158,964 994 98% $727 $0.73 McAlpine Ridge, Charlotte 1989-90 15 320 238,125 744 96% $580 $0.78 Pine Meadow, Greensboro (1) 1974 14 204 226,600 1,111 95% $633 $0.57 Rock Creek, Corrboro 1986 16 188 153,548 817 97% $682 $0.84 Winterwood, Charlotte (1) 1986 23 384 369,260 962 96% $675 $0.70 Woodbridge, Cary (1) 1993-95 28 344 315,624 918 95% $733 $0.80 Woodscape & Woods of North Bend, Raleigh 1979-1983 55 475 430,167 906 96% $640 $0.71 The Cardinal, Greensboro (1) 1994 17 256 237,727 913 93% $574 $0.63 Willow Brook, Durham 1986 21 176 139,860 795 91% $681 $0.86 The Atrium, Durham 1989 16 208 196,596 945 95% $645 $0.68 The Cedars, Charlotte 1983 32 360 312,400 868 92% $548 $0.63 The Chimneys, Charlotte 1974 16 214 150,152 702 95% $505 $0.72 Creekwood, Charlotte 1987-1990 23 384 322,868 841 93% $792 $0.94 Hidden Oaks & Northwoods Village, Cary (5) 1986-1988 26 444 345,358 778 95% $660 $0.85Item 2. Properties PROPERTIES- Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ----------------------------------------------------------------------------------------------------------------------------------OHIO Olentangy Commons, Columbus 1972 76 827 981,190 1,186 99% $773 $0.65 Reserve Square, Cleveland 1973 4 765 631,803 826 86% $917 $1.11 University Park, Toledo 1965 2 99 49,950 505 95% $456 $0.90 Village of Hampshire Heights, Toledo 1950 10 304 187,624 617 83% $431 $0.70 Eastland on the Lake, Columbus 1973 32 376 274,704 724 90% $431 $0.60 Orchard of Landen, Maineville (1) 1985-1988 33 312 288,514 925 96% $695 $0.75 OKLAHOMA Brittany Square, Tulsa 1982 8 212 170,516 804 92% $524 $0.65 The Lodge, Tulsa 1979 11 208 152,240 732 97% $432 $0.59 Augusta, Oklahoma City 1986 7 197 153,308 778 95% $531 $0.68 Heritage Park, Oklahoma City 1983 23 452 392,218 868 95% $410 $0.47 Invitational, Oklahoma City 1983 10 344 254,976 741 97% $440 $0.59 Raindance, Oklahoma City 1984 22 504 327,248 649 94% $358 $0.55 Windrush, Oklahoma City 1982 10 160 130,112 813 99% $501 $0.62 Wellsford Oaks, Tulsa 1991 9 300 216,368 721 96% $529 $0.73 Huntington Hollow, Tulsa 1981 9 288 180,648 627 96% $371 $0.59 One Eton Square, Tulsa 1985 17 448 313,904 701 95% $531 $0.76 Silver Springs & Woodland Oaks, Tulsa 1983-1984 24 428 323,977 757 99% $503 $0.66Item 2. Properties PROPERTIES-Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ----------------------------------------------------------------------------------------------------------------------------------OKLAHOMA, continued Riverside Park, Tulsa (1) 1994 9 288 237,283 824 93% $576 $0.70 OREGON Bridgecreek, Wilsonville 1987 22 315 274,236 871 92% $677 $0.78 Kempton Downs, Gresham 1990 12 278 277,536 998 88% $698 $0.70 Meadowcreek, Tigard (1) 1985 15 304 247,690 815 94% $661 $0.81 Tanasbourne Terrace, Hillsboro 1986-89 18 373 363,758 975 95% $747 $0.77 Tanglewood, Lake Oswego 1976 8 158 200,660 1,270 88% $847 $0.67 Woodcreek, Beaverton (1) 1982-84 22 440 335,120 762 95% $598 $0.79 Knight's Castle, Wilsonville 1991 22 296 251,627 850 92% $649 $0.76 Club at Tanasbourne, Hillsboro 1990 19 352 302,902 861 91% $698 $0.81 Club at the Green, Beaverton 1991 15 254 238,850 940 92% $692 $0.74 Country Gables, Beaverton (1) 1991 15 288 275,463 956 92% $720 $0.75 Watermark Square, Portland (1) 1990 12 390 350,945 900 95% $637 $0.71 SOUTH CAROLINA Mallard Cove, Greenville 1983 14 211 264,187 1,252 99% $583 $0.47 Carolina Crossing, Greenville 1967 6 156 121,200 777 94% $432 $0.56 Gleneagle, Greenville 1990 14 192 177,264 923 94% $544 $0.59 Greyeagle, Greenville 1991 11 156 154,624 991 96% $549 $0.55 Hickory Ridge, Greenville 1968 4 90 72,392 804 98% $446 $0.55 Tamarind at Stoneridge, Columbia 1985 15 240 200,976 837 88% $534 $0.64 TENNESSEE Arbors of Hickory Hollow, Nashville (1) 1986 31 336 337,260 1,004 95% $637 $0.63Item 2. Properties PROPERTIES--Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ----------------------------------------------------------------------------------------------------------------------------------TENNESSEE, continued Arbors of Brentwood, Nashville (1) 1986-87 41 346 320,993 928 92% $690 $0.74 Brixworth, Nashville 1985 6 216 144,912 671 92% $745 $1.11 Canterchase, Nashville (1) 1985 22 235 170,140 724 97% $542 $0.75 Ridgemont, Chattanooga 1988 21 280 236,530 845 97% $506 $0.60 Mountain Brook, Chattanooga 1987 43 226 192,200 850 95% $476 $0.56 Spinnaker Cove, Nashville (1) 1986 21 278 238,524 858 95% $676 $0.79 Wyndridge II , Memphis (1)(7) 1988 59 284 263,962 929 95% $616 $0.66 Wyndridge III, Memphis (1)(7) 1988 284 263,962 929 94% $613 $0.66 The Willows, Knoxville (1) 1987-1988 19 250 219,760 879 91% $612 $0.70 Farmington Gates, Germantown 1976 11 182 192,428 1,057 93% $610 $0.58 Ridgeway Commons, Memphis 1970 12 127 168,650 1,328 87% $623 $0.47 Village of Sycamore Ridge, Memphis 1977 14 114 148,560 1,313 93% $624 $0.48 Cambridge at Hickory Hollow, Nashville 1997 24 360 358,776 997 73% $717 $0.72 Trinity Lakes & Autumn Creek, Cordova(1) 1985-1991 40 540 484,374 897 94% $603 $0.67 Preakness, Antioch (1) 1986 13 260 193,500 744 96% $548 $0.74 TEXAS 7979 Westheimer, Houston 1973 15 459 401,571 875 94% $646 $0.74 Altamonte, San Antonio (1) 1985 17 432 322,928 748 97% $527 $0.70 Arbors of Las Colinas, Irving 1985 15 408 334,556 820 99% $679 $0.83 Breton Mill, Houston (1) 1986 14 392 294,152 750 99% $564 $0.75 Celebration at Westchase, Houston 1979 13 367 305,609 833 98% $565 $0.68Item 2. Properties PROPERTIES-Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ----------------------------------------------------------------------------------------------------------------------------------TEXAS, continued Champion Oaks, Houston (1) 1984 10 252 190,628 756 97% $561 $0.74 Dawntree, Carrollton 1982 23 400 370,152 925 96% $604 $0.65 Forest Ridge, Arlington 1984-85 29 660 555,364 841 94% $614 $0.73 Fountainhead I-III, San Antonio (1) 1985-87 23 688 457,616 665 96% $515 $0.77 Harbour Landing, Corpus Christi 1985 11 284 193,288 681 96% $543 $0.80 Hampton Green, San Antonio 1979 11 293 222,341 759 94% $483 $0.64 Hearthstone, San Antonio 1982 11 252 167,464 665 95% $434 $0.65 Hunter's Green, Fort Worth (1) 1981 10 248 188,720 761 98% $491 $0.65 Keystone, Austin (1) 1981 6 166 111,440 671 97% $570 $0.85 Kingswood Manor, San Antonio 1983 6 129 109,996 853 91% $523 $0.61 Lakewood Oaks, Dallas 1987 12 352 257,606 732 97% $678 $0.93 Lincoln Green I-III, San Antonio 1984-86 24 680 465,664 685 98% $480 $0.70 Marina Club, Ft. Worth 1987 14 387 265,475 686 95% $477 $0.70 Northgate Village, San Antonio 1984 10 264 214,928 814 98% $509 $0.63 Parkwest, Austin 1985 15 196 179,046 914 97% $736 $0.81 Preston in Willow Bend, Plano 1985 13 229 233,893 1,021 95% $768 $0.75 Ridgetree, Dallas 1983 17 798 597,642 749 93% $527 $0.70 Saddle Creek, Carrollton 1980 16 238 244,488 1,027 95% $690 $0.67 Songbird, San Antonio (1) 1981 15 262 277,720 1,060 91% $633 $0.60 Sutton Place, Dallas 1985 10 456 301,440 661 98% $601 $0.91Item 2. Properties PROPERTIES- Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------TEXAS, continued The Lodge, San Antonio 1979 10 384 259,512 676 93% $493 $0.73 The Trails, Arlington 1984 9 208 141,696 681 98% $528 $0.78 Village Oaks, Austin (1) 1984 13 280 199,152 711 99% $667 $0.94 Woodmoor, Austin 1981 9 208 151,348 728 99% $580 $0.80 Burn Brae, Dallas 1984 12 282 221,966 787 97% $556 $0.71 Calais, Dallas 1986 13 264 206,210 781 94% $593 $0.76 Copperfield, San Antonio 1984 10 258 197,736 766 95% $498 $0.65 Countryside, San Antonio 1980 9 220 159,214 724 95% $475 $0.66 Forest Valley, San Antonio 1983 8 185 149,493 808 95% $531 $0.66 Landera, San Antonio 1983 9 184 168,176 914 96% $571 $0.62 The Overlook, San Antonio 1985 16 411 298,133 725 97% $461 $0.64 Regatta, San Antonio 1983 10 200 171,634 858 98% $574 $0.67 Trails End, San Antonio 1983 19 308 202,376 657 96% $458 $0.70 Villas of Oak Creste, San Antonio 1979 10 280 208,446 744 91% $464 $0.62 Waterford, San Antonio 1983 5 133 87,376 657 93% $495 $0.75 Foxchase, Grand Prairie 1983 15 260 243,218 935 94% $584 $0.62 Cambridge Village, Lewisville 1987 10 200 160,036 800 95% $668 $0.84 Rincon, Houston 1996 5 288 240,787 836 96% $894 $1.07 Trails at Dominion, Houston (1) 1992-1995 55 843 766,592 909 94% $684 $0.75 Town Center, Kingwood 1994 10 258 220,630 855 94% $757 $0.89 Preston Bend, Dallas (1) 1986 9 255 185,364 727 93% $636 $0.8737Item 2. Properties PROPERTIES- Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------TEXAS, continued Blue Swan, San Antonio (1) 1985-1994 12 285 226,036 793 92% $540 $0.68 Jefferson at Walnut Creek, Austin (1) 1994 20 342 286,188 837 95% $776 $0.93 Kirby Place, Houston (1) 1994 9 362 359,931 994 95% $991 $1.00 Parkridge Place, Irving 1985 23 536 455,496 850 98% $625 $0.74 Chartwell Court, Houston 1995 14 243 253,553 1,043 96% $764 $0.73 UTAH Quail Cove, Salt Lake City 1987 17 420 362,580 863 93% $581 $0.67 Settlers Point, Salt Lake City 1986 16 288 263,040 913 93% $639 $0.70 Springs of Country Woods, Salt Lake City 1982 24 590 486,648 825 94% $614 $0.74 Brookfield, Salt Lake City 1985 6 128 101,424 792 95% $603 $0.76 VIRGINIA Amberton, Manassas (1) 1986 7 190 143,402 755 96% $706 $0.94 Kingsport, Alexandria 1985 13 416 285,793 687 99% $700 $1.02 Saddle Ridge, Ashburn 1989 14 216 194,142 899 92% $862 $0.96 Sheffield Court, Arlington 1986 14 597 356,822 598 98% $839 $1.40 Tanglewood, Manassas (1) 1987 29 432 388,704 900 93% $729 $0.81 Wilde Lake, Richmond (1) 1989 18 189 172,980 915 94% $695 $0.76 Woodside, Lorton 1987 13 252 231,781 920 96% $789 $0.86 Cascade at Landmark, Alexandria 1990 5 277 272,720 985 96% $934 $0.95 Brookridge, Centreville (1) 1989 15 252 252,353 1,001 96% $810 $0.81 WASHINGTON 2900 on First, Seattle 1989-91 1 135 87,320 647 98% $879 $1.3638Item 2. Properties PROPERTIES- Continued
Occupancy December, 1997 Acreage Average As of Avg. Monthly Year(s) (approx- Square Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - ------------------------------------------------------------------------------------------------------------------------------------WASHINGTON, continued Brentwood, Vancouver 1990 14 296 286,132 967 94% $663 $0.69 Chandler's Bay I, Kent 1989 36 293 278,874 952 94% $740 $0.78 Charter Club, Everett 1991 12 201 172,773 860 97% $736 $0.86 Creekside, Mountlake Terrace (1) 1987 43 512 407,296 796 94% $714 $0.90 Eagle Rim, Redmond 1986-88 20 156 137,920 884 94% $807 $0.91 Edgewood, Woodinville (1) 1986 10 203 166,299 819 98% $743 $0.91 Fox Run, Federal Way 1988 5 143 127,960 895 96% $670 $0.75 Huntington Park, Everett 1991 14 381 307,793 808 96% $705 $0.87 Newport Heights, Seattle 1985 5 80 59,056 738 99% $721 $0.98 Orchard Ridge, Lynnwood 1988 6 104 86,548 832 97% $707 $0.85 Pointe East, Redmond 1988 6 76 83,280 1,096 91% $1,027 $0.94 Village of Newport, Federal Way 1987 4 100 76,890 769 94% $616 $0.80 Waterstone Place, Federal Way 1990 37 750 616,436 822 94% $611 $0.74 Wellington, Silverdale (1) 1990 11 240 214,024 892 88% $635 $0.71 North Creek Heights, Seattle 1990 9 114 104,306 915 97% $832 $0.91 Panther Ridge, Seattle 1980 20 260 221,000 850 94% $569 $0.67 Highland Creste, Seattle 1989 10 198 192,556 973 98% $646 $0.66 Ridgegate, Seattle 1990 9 153 141,594 925 96% $690 $0.75 Whitedove Pointe, Seattle 1992 5 96 102,834 1,071 96% $783 $0.73 Cherry Hill, Seattle 1991 7 108 101,390 939 97% $801 $0.8539Item 2. Properties PROPERTIES--Continued
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - -----------------------------------------------------------------------------------------------------------------------------WASHINGTON, continued Plum Tree Park, Seattle 1991 8 196 174,310 889 96% $723 $0.81 Firdale Village, Seattle 1986 23 386 323,522 838 95% $730 $0.87 Martha Lake, Seattle 1991 8 155 135,662 875 100% $694 $0.79 Country Club Village, Seattle 1991 7 151 157,898 1,046 92% $889 $0.85 2300 Elliott, Seattle 1992 0.5 91 67,403 741 93% $892 $1.20 Metropolitan Park, Seattle 1991 0.4 82 49,702 606 92% $836 $1.38 Seventh and James, Seattle 1992 0.7 96 61,282 638 93% $827 $1.30 Merrill Creek, Tacoma 1994 15 149 138,867 932 95% $662 $0.71 Stoney Creek, Tacoma 1990 16 231 211,580 916 93% $646 $0.71 Windridge, Tacoma 1989 4 80 65,111 814 90% $563 $0.69 Surprise Lake Village, Tacoma 1986 32 338 328,032 971 93% $699 $0.72 Chestnut Hills, Tacoma 1991 8 157 143,236 912 98% $580 $0.64 The Hamptons, Tacoma (1) 1991 11 230 202,324 880 95% $955 $1.09 Gold Pointe, Tacoma 1990 5 84 88,422 1,053 92% $812 $0.77 The Village at Seeley Lake, Tacoma 1990 17 522 469,180 899 92% $634 $0.71 Westridge, Tacoma 1987-1991 38 714 686,675 962 94% $667 $0.69 The Ridgetop, Tacoma 1988 13 221 197,250 893 78% $635 $0.71 Gates of Redmond I & II, Redmond (1) 1979-1989 15 280 249,728 892 92% $892 $1.00 Summit at Lake Union 1995-1997 1 150 109,352 729 92% $959 $1.32 Indigo Springs, Kent (1) 1991 24 278 255,360 919 96% $727 $0.79Item 2. Properties PROPERTIES--Continued
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December Rental Rate Per Property Constructed imate) Units Footage Per Unit 31, 1997 Unit Square Foot - --------------------------------------------------------------------------------------------------------------------------------WASHINGTON, continued Waterford at the Lakes, Kent 1990 18 344 313,514 911 89% $730 $0.80 James Street Crossing, Kent (1) 1989 21 300 250,368 835 99% $641 $0.77 --------------------------------------------------------------------------- TOTAL PROPERTIES: 7,873 134,247 118,928,676 --------------------------------------------------------------------------- AVERAGE: 17 293 259,670 886 95% $696 $0.79 ===========================================================================(1) Encumbered by a third party mortgage. (2) Includes La Costa Brava (JAX) and Cedar Cove. (3) Includes Fox Run, Greenwood Forest, Walnut Ridge, Williamsburg (4) Includes Port Royale I, Port Royale II, and Lincoln Harbor. Lincoln Harbor is encumbered by a third party mortgage (5) Northwoods Village is encumbered by a third party mortgage. (6) Greenwich Woods is encumbered by a third party mortgage. (7) Acreage is for combined phases. (8) Includes Paces Station and Paces on the Green.Item 2. Properties PROPERTIES--Continued Development and Construction ActivityThe
apartment communitiesproperties currently underconstruction and in lease updevelopment arelisted below:
Actual Actual or Average Estimated Date of Estimated Estimated Total Unit Size Construction Cost Construction Commencement Date of Stabilized Name City Units (Sq. Ft.) (Millions) Commencement of Lease-Up Occupancy - ------------------------------------------------------------------------------------------------------------------------------------ARIZONA Montierra Scottsdale 249 1,052 $21 3:97 2:98 1:99 The Retreat, Phase I Phoenix 240 973 14 1:97 3:97 2:98 The Retreat, Phase II Phoenix 240 973 17 3:97 2:98 1:99 Vista Grove Mesa 224 911 14 1:97 3:97 2:98 --- --- TOTAL 953 $66 === ===42Item 2. Properties (continued) ADDITIONAL PROPERTIES
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December 31, Rental Rate Per Property Constructed imate) Units Footage Per Unit 1997 Unit Square Foot - --------------------------------------------------------------------------------------------------------------------------------CALIFORNIA Brookside Place, Stockton (9) 1981 10 90 96,664 1,074 98% $738 $0.69 Canyon Creek, San Ramon (9) 1984 13 268 257,676 961 91% $1,155 $1.20 Cobblestone Village, Fresno (9) 1983 15 162 153,118 945 96% $559 $0.59 Country Oaks, Agoura (9) 1985 15 256 258,558 1,010 94% $1,245 $1.23 Edgewater, Bakersfield (9) 1984 15 258 240,322 931 95% $659 $0.71 Feather River, Stockton (9) 1981 8 128 97,328 760 94% $550 $0.72 Hidden Lake, Sacramento (9) 1985 17 272 261,808 963 95% $704 $0.73 Lakeview, Lodi (9) 1983 9 138 136,972 993 97% $706 $0.71 Lantern Cove, Foster City (9) 1985 17 232 228,432 985 87% $1,614 $1.64 Schooner Bay I, Foster City (9) 1985 12.5 168 167,345 996 91% $1,747 $1.75 Schooner Bay II, Foster City (9) 1985 12.5 144 143,442 996 94% $1,734 $1.74 South Shore, Stockton (9) 1979 8 129 141,055 1,093 94% $752 $0.70 Waterfield Square I, Stockton (9) 1984 10 170 160,100 942 93% $581 $0.62 Waterfield Square II, Stockton (9) 1984 9 158 151,488 959 98% $601 $0.63 Willow Brook, Pleasant Hill (9) 1985 12 228 234,840 1,030 93% $1,281 $1.24 Willow Creek, Fresno (9) 1984 7 116 118,422 1,021 94% $670 $0.66 COLORADO Deerfield, Denver (9) 1983 9 158 146,380 926 96% $728 $0.79 Foxridge, Englewood (9) 1984 15 300 292,992 977 96% $789 $0.81 ILLINOIS Glengarry Club, Bloomingdale (10) 1990 16 250 215,098 860 99% $880 $1.02Item 2. Properties (continued) ADDITIONAL PROPERTIES
Average Occupancy December, 1997 Acreage Square As of Avg. Monthly Year(s) (approx- Square Footage December 31, Rental Rate Per Property Constructed imate) Units Footage Per Unit 1997 Unit Square Foot - -----------------------------------------------------------------------------------------------------------------------------------MINNESOTA The Gates at Carlson, Minnetonka (10) 1989 17 435 396,300 911 96% $807 $0.89 NEW MEXICO Mesa Del Oso, Albuquerque (9) 1983 25 221 252,169 1,141 94% $902 $0.79 Tierra Antigua, Albuquerque (9) 1985 9 148 152,241 1,029 96% $762 $0.74 OKLAHOMA Lakewood, Tulsa (9) 1985 9 152 157,372 1,035 98% $676 $0.65 WISCONSIN Plum Tree I, II & III, Hales Corner (10) 1987-1989 27 332 355,074 1,070 96% $942 $0.88 Ravinia, Greenfield (10) 1991 19 206 219,932 1,068 96% $832 $0.78 Woodlands of Brookfield, Brookfield (10) 1990 35 148 185,320 1,252 97% $1,260 $1.01 ------------------------------------------------------------------------ TOTAL ADDITIONAL PROPERTIES: 371 5,267 5,220,448 ------------------------------------------------------------------------ AVERAGE: 14 203 200,786 991 95% $931 $0.94 ========================================================================(9) All of these Additional Properties are encumbered by mortgages, of which the Company has an investmentincluded in thesecondfollowing table.DEVELOPMENT PROJECTS as of December 31, 2002
(Amounts in millions except for project and
third mortgages (whichunit amounts)
Location
Number
of Units
Estimated
Development
Cost
Funded
as of
12/31/2002
Estimated
Future
Funding
Obligation
Total
Funding
Obligation (1)
Estimated
Completion
Date
Unconsolidated Projects
1210 Massachusetts Ave.
Washington, DC
142
$
36.3
$
11.4
—
$
11.4
2Q 2004
13th & N Street
Washington, DC
170
35.4
12.4
—
12.4
3Q 2003
Ball Park Lofts
Denver, CO
355
56.4
14.1
—
14.1
2Q 2003
Bella Terra (Village Green at Harbour Pointe) (2)
Mukilteo, WA
235
32.7
8.2
—
8.2
Completed
Bella Vista I&II (Warner Ridge I&II)
Woodland Hills, CA
315
80.9
18.8
$
2.9
21.7
1Q03/1Q04
Carrollton
Carrollton, TX
284
21.9
4.9
0.6
5.5
3Q 2003
City Place (Westport)
Kansas City, MO
288
34.7
8.7
—
8.7
1Q 2003
Concord Center
Concord, CA
259
52.3
13.1
—
13.1
4Q 2003
Highlands of Lombard
Lombard, IL
403
67.1
16.8
—
16.8
3Q 2003
Hudson Pointe
Jersey City, NJ
181
45.0
11.2
—
11.2
1Q 2003
Maples at Little River
Haverhill, MA
174
28.0
7.0
—
7.0
3Q 2003
Marina Bay I (2)
Quincy, MA
136
24.8
6.6
—
6.6
Completed
Marina Bay II
Quincy, MA
108
22.8
5.7
—
5.7
4Q 2003
North Pier at Harborside
Jersey City, NJ
297
94.2
23.5
—
23.5
2Q 2003
Olympus (Legacy Towers) (2)
Seattle, WA
327
89.3
22.1
0.3
22.4
Completed
Savannah Midtown (Piedmont) (2)
Atlanta, GA
322
36.7
9.6
—
9.6
Completed
Watermarke
Irvine, CA
535
120.6
35.2
—
35.2
1Q 2004
Water Terrace I (Regatta I)
Marina Del Rey, CA
450
234.8
72.5
—
72.5
1Q 2003
Total Projects
4,981
$
1,113.9
$
301.8
$
3.8
$
305.6
(1) The Operating Partnership’s funding obligation is generally between 25% and 35% of the estimated development cost for the unconsolidated projects.
(2) Properties were substantially complete as of December 31, 2002. As such, these properties are
subordinate to first mortgages owned by third party unaffiliated entities). (10) The Company has an investmentalso included insix mortgage loans collateralized by these Additional Properties. 44PART Ithe outstanding property and unit counts.Only ordinary routine litigation incidental to the business, which is not deemed material, was initiated during the year ended December 31,
1997. The2002. As of December 31, 2002, the Operating Partnershipdoesis notbelieve there isaware of any other litigationexcept as mentioned in the previous paragraph,threatened against the Operating Partnership other than routine litigation arising out of the ordinary course of business, some of which is expected to be covered by liability insurance, none of which is expected to have a material adverse effect on the consolidated financial statements of the Operating Partnership.Item 4. Submission of Matters to a Vote of Security Holders
None. 45None
21
Item 5. Market for
Registrant'sRegistrant’s Common Equity and RelatedStockholderShareholder MattersThere is no established public trading market for the OP Units.
The following table sets forth, for the
periodsyears indicated, the distributions paid on the OperatingPartnership'sPartnership’s OP Units:
Distributions -------------Fiscal Year 1997 Fourth Quarter Ended December 31, 1997 $ 0.67 Third Quarter Ended September 30, 1997 $ 0.625 Second Quarter Ended June 30, 1997 $ 0.625 First Quarter Ended March 31, 1997 $ 0.625 Fiscal Year 1996 Fourth Quarter Ended December 31, 1996 $ 0.625 Third Quarter Ended September 30, 1996 $ 0.59 Second Quarter Ended June 30, 1996 $ 0.59 First Quarter Ended March 31, 1996 $ 0.59In addition, on March 2, 1998, the Operating Partnership declared a $0.67 distribution on each OP Unit payable on April 10, 1998 to OP Unit holders of record on March 27, 1998.
Distributions
2002
2001
Fourth Quarter Ended December 31
$
0.4325
$
0.4325
Third Quarter Ended September 30
$
0.4325
$
0.4325
Second Quarter Ended June 30
$
0.4325
$
0.4075
First Quarter Ended March 31
$
0.4325
$
0.4075
The number of holders of record of OP Units and Junior Convertible Preference Units in the Operating Partnership at
DecemberJanuary 31,1997, was 153.2003, were 488 and 28, respectively. The number of outstanding OP Units and Junior Convertible Preference Units as of January 31, 2003 were 293,942,092 and 63,983, respectively.OP Units Issued in 2002
During 2002, the Operating Partnership directly issued 37,388 OP Units having a value of $1.0 million in exchange for direct or indirect interests in multifamily Properties in private placement transactions under section 4(2) of the Securities Exchange Act of 1934, as amended. OP Units are generally exchangeable into Common Shares of EQR on a one-for-one basis or, at the option of EQR, the cash equivalent thereof at any time one year after the date of issuance.
Effective as of April 30 and October 31, 2002, the Operating Partnership issued 2,520 and 1,788 OP Units, respectively, to former partners of Glen Meadow Associates, L.P. Also effective April 30, 2002, the Operating Partnership issued 33,080 OP Units to former partners of Highland Glen Associates, L.P. These issuances were made in connection with certain contingent “earnout” rights granted to such former partners upon Grove’s acquisition of the Glen Meadow and Highland Glen properties in 1998. The Operating Partnership succeeded to Grove’s earnout obligations as a result of the Grove merger in 2000. No separate consideration was payable upon issuance of these OP Units. The Operating Partnership relied upon certifications from each such former partner’s status as an “accredited investor” within the meaning of SEC rule 501 to claim an exemption from registration under securities act section 4(2).
Equity Compensation Plan Information
The following table provides information as of December 31,
1997 was 98,677,855.2002 with respect to the Company’s Common Shares that may be issued under existing equity compensation plans. Any Common Shares issued pursuant to EQR’s equity compensation plans will result in the Operating Partnership issuing OP Units to EQR on a one-for-one basis.22
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(a) (2)
(b) (2)
(c) (3)
Equity compensation plans approved by security holders (1)(4)
12,811,218
$
23.63
24,607,367
Equity compensation plans not approved by security holders
N/A
N/A
N/A
(1)Amounts shown in the above table include 9,722 shares (with a weighted average exercise price of $20.53) reserved for issuance upon exercise of outstanding options assumed by the Company as a result of its merger with Merry Land & Investment Company, Inc. and 65,243 shares (with a weighted average exercise price of $19.39) reserved for issuance upon exercise of options assumed by the Company as a result of its merger with Lexford Residential Trust.
(2)The amounts shown in columns (a) and (b) of the above table do not include 1,635,707 outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company’s Fifth Amended and Restated 1993 Share Option and Share Award Plan (the “1993 Plan”) and 1,664,173 outstanding Common Shares that have been sold to employees and trustees under the Company’s 1996 Non-Qualified Employee Share Purchase Plan (the “ESPP”).
(3)The amount shown in column (c) of the above table includes the following:
•Up to 1,145,712 Common Shares that may be granted under the 1993 Plan, of which only 25% may be in the form of restricted Common Shares;
•Up to 23,125,828 Common Shares that may be granted under the Company’s 2002 Share Incentive Plan (the “2002 Plan”), of which only 25% may be in the form of restricted Common Shares; and
•Up to 335,827 Common Shares that may be sold to employees and trustees under the ESPP.
(4)The 2002 Plan provides that the number of securities available for issuance (inclusive of restricted shares previously granted and outstanding and shares underlying outstanding options) equals 7.5% of the Company’s outstanding Common Shares, calculated on a fully diluted basis, determined annually on the first day of each calendar year. On January 1, 2003, this amount equaled 23,125,828. There were no options or restricted shares yet granted under the 2002 Plan as of December 31, 2002.
Item 6. Selected Financial Data
The following table sets forth selected financial and operating information on a historical basis for the Operating
Partnership and EQR's Predecessor Business.Partnership. 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 operatingdata for the years ended December 31, 1995, 1994,and1993 have been derived from the historical Financial Statements of the Operating Partnership and EQR's Predecessor Business audited by Grant Thornton LLP, independent accountants. The historical operatingbalance sheet datafor the years ended December 31, 1997 and 1996have been derived from the historical Financial Statements of the Operating Partnership audited by Ernst & Young LLP, independent auditors.The net income per weighted average OP UnitAll amounts have also beenpresented and, where appropriate,restatedas required to complyin accordance withStatementthe discontinued operations provisions ofFinancial Accounting StandardsSFAS No.128, Earnings Per Share. For a further discussion of net income per weighted average OP Unit and the impact of Statement No. 128, see Note 9 of Notes to the Consolidated Financial Statements as included elsewhere in this Form 10-K.144. Certain capitalized terms as used herein are defined in the Notes totheConsolidated Financial Statements.46ERP OPERATING LIMITED PARTNERSHIP AND EQR'S PREDECESSOR BUSINESS23
CONSOLIDATED
AND COMBINEDHISTORICAL FINANCIAL INFORMATION(Amounts(Financial information in thousands except for per OP Unit and property data)
Year Ended December 31, (1) --------------------------------------------------------------------- 1997 1996 1995 1994 1993 ----------- ----------- ----------- ----------- -----------OPERATING DATA: Total revenues $ 747,321 $ 478,385 $ 390,384 $ 231,034 $ 112,070 =========== =========== =========== =========== =========== Income before gain on disposition of properties, extraordinary items and allocation to EQR's to Predecessor Business $ 176,014 $ 97,033 $ 59,738 $ 45,988 $ 8,137 =========== =========== =========== =========== =========== Net income $ 189,852 $ 115,923 $ 83,355 $ 45,988 $ 9,929 =========== =========== =========== =========== =========== Net income per weighted average OP Unit outstanding $ 1.79 $ 1.70 $ 1.68 $ 1.34 $ 0.43 =========== =========== =========== =========== =========== Net income per weighted average OP Unit outstanding -- assuming dilution $ 1.76 $ 1.69 $ 1.67 $ 1.34 $ 0.43 =========== =========== =========== =========== =========== Weighted average OP Units outstanding 73,182 51,108 42,749 34,150 22,939 =========== =========== =========== =========== =========== Weighted average OP Units outstanding -- assuming dilution 74,281 51,520 42,865 34,274 22,986 =========== =========== =========== =========== =========== Distributions declared per OP Unit outstanding $ 2.55 $ 2.40 $ 2.18 $ 2.01 $ 0.68 =========== =========== =========== =========== =========== BALANCE SHEET DATA (at end of period): Real estate, before accumulated depreciation (2) $ 7,121,435 $ 2,983,510 $ 2,188,939 $ 1,963,476 $ 634,577 Real estate, after accumulated depreciation (2) $ 6,676,673 $ 2,681,998 $ 1,970,600 $ 1,770,735 $ 478,210 Total assets $ 7,094,631 $ 2,986,127 $ 2,141,260 $ 1,847,685 $ 535,914 Total debt $ 2,948,323 $ 1,254,274 $ 1,002,219 $ 994,746 $ 278,642 9 3/8% Series A Cumulative Redeemable Preference Units $ 153,000 $ 153,000 $ 153,000 $ - $ - 9 1/8% Series B Cumulative Redeemable Preference Units $ 125,000 $ 125,000 $ 125,000 $ - $ - 9 1/8% Series C Cumulative Redeemable Preference Units $ 115,000 $ 115,000 $ - $ - $ - 8.60% Series D Cumulative Redeemable Preference Units $ 175,000 $ - $ - $ - $ - Series E Cumulative Convertible Preference Units $ 99,963 $ - $ - $ - $ - 9.65% Series F Cumulative Redeemable Preference Units $ 57,500 $ - $ - $ - $ - 7 1/4% Series G Convertible Cumulative Preference Units $ 316,250 $ - $ - $ - $ - Partners' capital $ 2,921,682 $ 1,216,467 $ 750,902 $ 761,373 $ 229,644 OTHER DATA: Total properties (at end of period) (3) 463 218 174 163 79 Total apartment units (at end of period) (3) 135,200 67,705 53,294 50,704 24,419 Funds from operations (4) $ 270,763 $ 160,267 $ 120,965 $ 83,886 $ 30,127 Cash flow provided by (used for): Operating activities $ 331,135 $ 210,930 $ 141,534 $ 93,997 $ 25,582 Investing activities $(1,543,324) $ (635,655) $ (324,018) $ (896,515) $ (106,543) Financing activities $ 1,098,213 $ 558,568 $ 175,874 $ 808,495 $ 94,80247PART II Item 6. Selected Financial Data (Consolidated and Combined Historical (continued)
Year Ended December 31,
2002
2001
2000
1999
1998
OPERATING DATA:
Total revenues
$
1,994,053
$
2,039,749
$
1,927,440
$
1,678,917
$
1,285,580
Income before discontinued operations, extraordinary items and cumulative effect of change in accountingprinciple
$
328,394
$
395,030
$
363,319
$
306,523
$
236,112
Net income
$
448,175
$
506,414
$
591,212
$
423,417
$
276,735
Net income available to OP Units
$
351,024
$
400,295
$
479,271
$
310,221
$
183,818
Income before discontinued operations, extraordinary items and cumulative effect of change in accounting principle per OP Unit – basic
$
1.11
$
1.36
$
1.28
$
1.14
$
1.06
Income before discontinued operations, extraordinary items and cumulative effect of change in accounting principle per OP Unit – diluted
$
1.10
$
1.34
$
1.27
$
1.13
$
1.05
Net income per OP Unit – basic
$
1.19
$
1.37
$
1.69
$
1.15
$
0.83
Net income per OP Unit – diluted
$
1.18
$
1.36
$
1.67
$
1.14
$
0.82
Weighted average OP Units outstanding – basic
294,637
291,362
283,921
270,002
223,426
Weighted average OP Units outstanding — diluted
297,969
295,552
291,266
271,310
225,156
Distributions declared per OP Unit outstanding
$
1.73
$
1.68
$
1.575
$
1.47
$
1.36
BALANCE SHEET DATA (at end of period):
Real estate, before accumulated depreciation
$
13,046,263
$
13,016,183
$
12,591,539
$
12,238,963
$
10,942,063
Real estate, after accumulated depreciation
$
10,934,246
$
11,297,338
$
11,239,303
$
11,168,476
$
10,223,572
Total assets
$
11,810,917
$
12,235,625
$
12,263,966
$
11,715,689
$
10,700,260
Total debt
$
5,523,699
$
5,742,758
$
5,706,152
$
5,473,868
$
4,680,527
Minority Interests
$
9,811
$
4,078
$
2,884
$
—
$
—
Partners’ capital
$
5,798,615
$
6,045,694
$
6,229,281
$
5,961,913
$
5,761,821
OTHER DATA:
Total properties (at end of period)
1,039
1,076
1,104
1,064
680
Total apartment units (at end of period)
223,591
224,801
227,704
226,317
191,689
Funds from operations available to OP Units (1)(2)
$
738,342
$
786,719
$
726,172
$
619,603
$
458,806
Cash flow provided by (used for):
Operating activities
$
888,938
$
889,668
$
841,826
$
788,970
$
542,147
Investing activities
$
(49,297
)
$
57,429
$
(563,175
)
$
(526,851
)
$
(1,046,308
)
Financing activities
$
(861,369
)
$
(919,266
)
$
(283,996
)
$
(236,967
)
$
474,831
(1) Funds from Operations (“FFO”)
(1) Historical results for the year ended December 31, 1993 included combined results of EQR's Predecessor Business for the period January 1, 1993 through August 17, 1993. (2) Includes approximately $36 million of construction in progress as of December 31, 1997. (3) In August 1995, the Operating Partnership also made an $89 million Mortgage Note Investment collateralized by 21 of the Additional Properties. In addition, in April 1997, the Operating Partnership made its $88 Million Mortgage Note Investment collateralized by five of the Additional Properties. The Additional Properties consist of 5,267 units. (4) The Operating Partnership generally considers funds from operations ("FFO")to be one measure of the performance of real estate companies. The new definition of FFO adopted in March 1995 by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT") defines FFO asrepresents net income (loss) (computed in accordance with accounting principles generally acceptedaccounting principles ("GAAP"in the United States (“GAAP”)),excluding gains (or losses) from debt restructuringplus depreciation (after adjustments for non-real estate additions, Partially Owned Properties and Unconsolidated Properties), plus amortization of goodwill and plus/minus extraordinary items, the cumulative effect24
of change in accounting principle and impairment charges. Adjustments also include net gain on sales of
property, pluscondominium units to third parties and net gain on sales of unconsolidated entities and for discontinued operations related to depreciation, goodwill amortization, impairment onreal estate assets,furniture rental business andafter adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFOnet gain onthe same basis.sales.(2) The
Operating PartnershipCompany believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company because, along with cash flows from operating activities, financing activities and investing activities, it provides investors an understanding of the ability of theOperating PartnershipCompany to incur and service debt and to make capital expenditures. FFO in and of itself does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income as an indication of theOperating Partnership'sCompany’s performance or to net cash flows from operating activities as determined by GAAP as a measure of liquidity and is not necessarily indicative of cash available to fund cash needs. TheOperating Partnership's calculation of FFO represents net income, excluding gains on dispositions of properties, gains on early extinguishment of debt, and write-off of unamortized costs on refinanced debt, less an allocation of net income to preference unit holders, plus depreciation on real estate assets and amortization of deferred financing costs related to EQR's Predecessor Business. The Operating Partnership'sCompany’s calculation of FFO may differ from the methodology for calculating FFO utilized by other real estate companies and may differ, for example, due to variations among the Company’s and other real estate company’s accounting policies for replacement type items and, accordingly, may not be comparable to such other real estate companies.The Operating Partnership's calculation of FFO for 1995 and 1994 have been restated to reflect the effects of the new definition as mentioned above. FFO for the year ended December 31, 1994 includes the effect of a one-time charge of approximately $879,000 for the relocation of the property management headquarters to Chicago. In addition, FFO for the year ended December 31, 1993 excludes the effect of refinancing costs of approximately $3.3 million which represented costs associated with the prepayment of certain mortgage loans. 48MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 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 Operating Partnership should be read in
conjunctionconnection with"Selected Financial Data" andthehistoricalConsolidated Financial Statementsthereto appearing elsewhere in this Form 10-K.and Notes thereto. Due to the OperatingPartnership'sPartnership’s ability to control its subsidiaries (other than entities owning interests in theEWR Operating Partnership, the Management Partnerships, the Financing PartnershipsUnconsolidated Properties andthe LLCs,certain other entities in which it has investments), each such subsidiary entity has been consolidatedwith the Operating Partnershipfor 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, 2002.Forward-looking statements in this
reportItem 7 as well as Item 1 of 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"“believes”,"expects"“estimates”, “expects” and"anticipates"“anticipates” and other similar expressionswhichthat are predictions of or indicate future events and trends and which do not relate solely to historical matters identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results, performance, or achievements of the Operating Partnership to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such differences include, but are not limited to, the following:• the total number of development units, cost of development and completion dates reflect the Operating Partnership’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;
• alternative sources of capital to the Operating Partnership or labor and materials required for maintenance, repair, capital expenditure or development are
too high;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, continuing decline in employment, availability of low interest mortgages for single-family home buyers and the potential for geopolitical instability, all of which are beyond the Operating
Partnership'sPartnership’s control; and• additional factors as discussed in Part I of the Annual Report
as filedon Form10-K.10-K, particularly those under “Risk Factors”.25
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Operating Partnership 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 7 to the Notes to Consolidated Financial Statements in this report.
Results of Operations
SinceThe following table summarizes the
EQR IPOnumber of properties andthrough December 31, 1997,related units for theOperating Partnership has acquired direct or indirect interests in 412 properties (the "Acquired Properties"), containing 118,510 units in the aggregate for a total purchase price of approximately $6.5 billion, including the assumption of approximately $1.5 billion of mortgage indebtedness and $0.4 billion of unsecured notes.periods presented:
Properties
Units
Purchase /
Sale Price
$Millions
At December 31, 2000
1,104
227,704
2001 Acquisitions
14
3,423
$
388.1
2001 Dispositions
(49
)
(8,807
)
$
416.9
2001 Completed Developments
7
2,505
Unit Configuration Changes
—
(24
)
At December 31, 2001
1,076
224,801
2002 Acquisitions
12
3,634
$
289.9
Ft. Lewis Joint Venture
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
The Operating
Partnership's interest in six of the Acquired Properties at the time ofPartnership’s acquisitionthereof consisted solely of ownership of the debt collateralized by such Acquired Properties. The Operating Partnership purchased ten of such Acquired Properties or 2,694 units between the IPOandDecember 31, 1993 (the "1993 Acquired Properties"); 84 of such Acquired Properties or 26,285 units in 1994 (the "1994 Acquired Properties"); 17 of such Acquired Properties or 5,035 units in 1995 (the "1995 Acquired Properties"); 49 of such Acquired Properties consisting of 15,665 units in 1996 (the "1996 Acquired Properties"); and 252 of such Acquired Properties consisting of 68,830 units in 1997 (the "1997 Acquired Properties"), which include the Properties acquired in connection with the Wellsford Merger and the EWR Merger (collectively, the "Mergers"). The Acquired Properties are presented in the Consolidated and Combined Financial Statements of the Operating Partnership from the date of each acquisition or the closing dates of the Mergers. In addition, in August 1995 the Operating Partnership made its $89 Million Note Investment collateralized by 21 of the 49MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations (Continued) Additional Properties. Also in April 1997, the Operating Partnership made its $88 Million Mortgage Note Investment collateralized by five of the Additional Properties. During 1995 the Operating Partnership disposed of six properties containing 2,445 units (the "1995 Disposed Properties"). During 1996, the Operating Partnership disposed of five properties containing 1,254 units (the "1996 Disposed Properties"). During 1997 the Operating Partnership disposed of seven properties, a portion of one property and a vacant land parcel containing 1,336 units (the "1997 Disposed Properties"). The Operating Partnership'sdisposition activity has impacted overall results of operations for thethreeyears ended December 31,19972002 and 2001. Significant changes in revenues and expenses have resulted primarily from the consolidation of previously Unconsolidated Properties in July 2001 and the fourth quarter of 2002, the disposition of the furniture rental business on January 11, 2002, reduced rental income through increased concessions or reduced apartment rents and occupancy at many of our properties and the properties acquired and developments completed in 2001 and 2002, which have beensignificantly impactedpartially offset by theOperating Partnership's acquisition activity. The significantproperties disposed in 2001 and 2002. Significant changes inrental revenues, propertyexpenses have also resulted from changes in insurance costs, general andmaintenance expenses, real estate taxesadministrative costs, impairment charges andinsurance, depreciation expense, property management andvariable interestexpense can all primarily be attributed to the acquisition of the Acquired Properties. Therates. This impactof the Acquired Propertiesis discussed in greater detail in the following paragraphs.Properties that the Operating Partnership owned for all of both
19972002 and1996 representing 49,805 units2001 (the"1997“2002 Same StoreProperties"Properties”)and, which represented 188,027 units, impacted the Operating Partnership’s results of operations. Properties that the Operating Partnership owned for all of both19962001 and1995 representing 45,699 units2000 (the"1996“2001 Same StoreProperties"Properties”), which represented 181,951 units, also impacted the OperatingPartnership'sPartnership’s results ofoperationsoperations. Both the 2002 Same Store Properties and 2001 Same Store Properties are discussedas wellin the following paragraphs.Comparison of the year ended December 31,
19972002 to the year ended December 31,19962001For the year ended December 31,
1997,2002, income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain ondispositionsales ofproperties andunconsolidated entities, discontinued operations, extraordinary itemsincreasedand cumulative effect of change in accounting principle decreased by$79approximately $64.2 million when compared to the year ended December 31,1996. This increase was primarily due to increases in rental revenues net of increases in property and maintenance expenses, real estate taxes and insurance, property management expenses, depreciation, interest expense and general and administrative expenses. All of2001.26
Revenues from the
increases in the various line item accounts mentioned above can be primarily attributed to the 1997 Acquired Properties and 1996 Acquired Properties. These increases were partially offset by the 1997 Disposed Properties and the 1996 Disposed Properties. The increase in interest income of $7.5 million earned on the Operating Partnership's mortgage note investments is primarily attributable to its $88 Million Mortgage Note Investment as well as an increase in interest income earned on its $89 Million Mortgage Note Investment. In regard to the 19972002 Same Store Propertiesrental revenues increased by approximately $11.9 million or 3.1%decreased primarily as a result ofhigherlower overall physical occupancy, increased concessions and lower rental rates charged to both newtenantsandtenant renewals and higher average occupancy levels. Overall propertyrenewal residents. Property operating expenses from the 2002 Same Store Properties, which include property 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. The following tables provide comparative revenue, expense, net operating income (“NOI”) and weighted average occupancy for the 2002 Same Store Properties:2002 Same Store Properties
Year over Year Same Store Results
$ in Millions – 188,027 Same Store Units
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
Year 2002
93.5
%
Year 2001
94.5
%
Change
(1.0
)%
For properties that the Operating Partnership acquired prior to January 1, 2002 and expects to continue to own through December 31, 2003, the Operating Partnership anticipates the following operating results for the full year ending December 31, 2003:
2003 Same Store Operating Assumptions
Physical Occupancy
93.0%
Revenue Change
(3.9)% to (1.4)%
Expense Change
2.1 to 4.4%
NOI Change
(9.2)% to (3.7)%
Dispositions
$700 million
These 2003 operating assumptions are based on current expectations and are forward-looking.
Rental income from properties other than 2002 Same Store Properties increased by approximately $15.9 million primarily as a result of revenue from properties acquired in 2001 and 2002 and additional Partially Owned Properties consolidated in 2001 and the fourth quarter of 2002.
Interest and other income decreased by approximately
$1.5$7.0 million,or 0.9%. This decrease wasprimarilytheas a result of lowermedicalbalances available for investment andhealth care insurance costs, which resultedrelated interest rates being earned on short-term investment accounts along with lower balances on deposit inlower payroll costs. 50MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Resultstax-deferred exchange accounts.Interest income – investment in mortgage notes decreased by $8.8 million as a result of
Operations (Continued) In addition,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 Operating Partnershipwas also successfulnow consolidates the results related to these previously Unconsolidated Properties. See Note 8 inreducing its coststhe Notes to Consolidated Financial Statements forleasing and advertising as well as building, maintenance and grounds costs by consolidating its vendor services in selected submarkets in order to obtain volume discounts and by consolidating its personnel in selected submarkets where Properties were centrally located. With respect to the lower medical and health care insurance costs, the Operating Partnership believes this is not a sustainable trend but only benefited the 1997 results.further discussion.27
Property management
representsexpenses include off-site expenses associated with themanagementself-management of the OperatingPartnership's Properties.Partnership’s properties. These expensesincreaseddecreased by approximately$9.3$5.0 million or 6.5%. This decrease is primarilydueattributable tothe continued expansion of the Operating Partnership's property management business to facilitate the management of the Operating Partnership's additional properties. During 1997, the Operating Partnership opened new management officeslower amounts accrued for employee bonuses and profit sharing for 2002 and lower headcount inHouston, Texas; Ypsilanti, Michigan; Kansas City, Kansas City; Irvine, California; Minneapolis, Minnesota; Charlotte, North Carolina; and Louisville, Kentucky. In addition, the Operating Partnership assumed a management office in Tulsa, Oklahoma, related to the Wellsford Merger and significantly expanded a management office in Scottsdale, Arizona related to the EWR Merger.2002.Fee and asset management revenues,
andnet of fee and asset management expenses,are associated with the managementincreased by $1.6 million as a result ofproperties not owned bymanaging additional units at Fort Lewis, Washington starting in April 2002. As of December 31, 2002 and 2001, the Operating Partnershipthat aremanaged 18,965 units and 16,539 units, respectively, foraffiliates. These revenues decreased by $0.5third parties and unconsolidated entities.The Operating Partnership recorded impairment charges in 2002 on its corporate housing business and its technology investments of approximately $17.1 million
primarily due to the disposition of certain of these properties, resultingand $1.2 million, respectively. See Note 21 in theOperating Partnership no longer providing fee and asset management servicesNotes tosuch properties.Consolidated Financial Statements for further discussion.Interest expense, including amortization of deferred financing costs,
increased bydecreased approximately$38.3 million. This increase was primarily the result of an increase in the Operating Partnership's average indebtedness outstanding which increased by $564.5$15.5 million primarily due to lower variable interest rates and lower overall levels of debt. During theWellsford Merger. However,year ended December 31, 2002, the OperatingPartnership'sPartnership capitalized interest costs of approximately $27.2 million as compared to $28.2 million for the year ended December 31, 2001. This capitalization of interest primarily related to equity investments in unconsolidated entities engaged in development activities. The effective interestcosts decreased from 7.87% in 1996cost on all indebtedness for the year ended December 31, 2002 was 6.54% as compared to7.5% in 1997.6.89% for the year ended December 31, 2001.General and administrative expenses, which include corporate operating expenses, increased approximately
$5.2$11.1 million between the years under comparison. This increase was primarily due toadding corporate personnel,retirement plan expenses for certain key executives, EQR restricted shares/awards granted to key employees, additional compensation charges and costs associated with EQR’s new President, highersalary costsstate income taxes in Michigan andshareholderNew Jersey and income taxes incurred by one of EQR’s taxable REIT subsidiaries which has an ownership interest in properties that in prior periods were classified as Unconsolidated Properties.Income (loss) 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
costs as well as anpurposes.Discontinued operations, net, increased approximately $53.0 million between the periods under comparison. This increase is primarily attributable to a one-time $60.0 million impairment on the furniture rental business in
professional fees. General and administrative expenses as a percentage of total revenues were 2.02% for the year ended December 31, 1997,2001, which wasa slight decrease from 2.06%subsequently sold in1996.January 2002. See Note 16 in the Notes to Consolidated Financial Statements for further discussion.Comparison of the year ended December 31,
19962001 to the year ended December 31,19952000For the year ended December 31,
1996,2001, income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain ondispositionsales ofproperties andunconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle increased by$37.3approximately $32.2 million when compared to the year ended December 31,1995. This increase was primarily due to increases in rental revenues net of increases in property and maintenance expenses, real estate taxes and insurance, property management expenses, 51MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations (Continued) depreciation, interest expense and general and administrative expenses. All of2000.Revenues from the
increases in the various line item accounts mentioned above can be primarily attributed to the 1996 Acquired Properties and 1995 Acquired Properties. These increases were partially offset by the 1996 Disposed Properties and the 1995 Disposed Properties. Interest income earned on the Company's mortgage note investment increased by approximately $8 million and was an additional factor that impacted the year to year change. In regard to the 19962001 Same Store Propertiesrental revenuesincreasedby approximately $15.9 million or 4.8%primarily as a result of higher rental rates chargedtonewtenantsresidents andtenantresident renewals andhigher average occupancy levels. Overall propertyan increase in income from billing residents for their share of utility costs as well as other ancillary services provided to residents. Property operating expenses from the 2001 Same Store Properties, which include property and maintenance, real estate taxes and insurance28
and an allocation of property management expenses, increased
approximately $1.7primarily attributable to a $5.4 million, or1.2%. This5.6%, increasewasin utilities and an $8.2 million, or 5.5%, increase in payroll costs. The following tables provide comparative revenue, expense, net operating income and weighted average occupancy for the 2001 Same Store Properties:2001 Same Store Properties
Year over Year Same Store Results
$ in Millions – 181,951 Same Store Units
Description
Revenues
Expenses
NOI
2001
$
1,721.2
$
626.4
$
1,094.8
2000
$
1,658.7
$
604.1
$
1,054.6
Change
$
62.5
$
22.3
$
40.2
Change
3.8
%
3.7
%
3.8
%
Same Store Occupancy Statistics
Year 2001
94.4
%
Year 2000
94.9
%
Change
(0.5
%)
Rental income from properties other than 2001 Same Store Properties increased by approximately $54.6 million primarily
theas a result ofhigher payroll expensesrevenue from the 2001 andutilities costs. For 19962000 Acquired Properties, additional 2001 Partially Owned Properties, and theOperating Partnership also increased its per unit charge for property level insurance which increased insurance expense2001 Disposition Properties.Interest and other income decreased by approximately
$0.7 million. In addition, real estate taxes increased due to reassessments$3.4 million, primarily as a result of lower balances available for investment and related interest rates being earned oncertainshort-term investment accounts.Interest income–investment in mortgage notes decreased by approximately $2.4 million as a result of the
1996 Same Store Properties.consolidation of previously Unconsolidated Properties in July 2001. See Note 8 in the Notes to Consolidated Financial Statements for further discussion.Property management
representsexpenses include off-site expenses associated with themanagementself-management of the OperatingPartnership'sPartnership’s Properties. These expenses increased by approximately$2.3$0.7 millionprimarily asor less than 1%. The Operating Partnership continued to acquire properties in major metropolitan areas and dispose of assets in smaller multi-family rental markets where the Operating Partnership did not have a significant management presence. As a result,of the expansion ofthe OperatingPartnership's propertyPartnership was able to maintain off-site managementbusiness withexpenses at a constant level between theaddition of a management office in Seattle, Washington and during the third quarter of 1996 the addition oftwonew management offices located in Raleigh, North Carolina and Ft. Lauderdale, Florida. Other factors that impacted this increase were higher payroll and travel costs and legal and professional fees.reporting periods.Fee and asset management revenues and fee and asset management expenses
are associated with the managementincreased as a result ofproperties not owned bythe Operating Partnership continuing to manage properties thatarewere sold and/or contributed to various unconsolidated joint venture entities. As of December 31, 2001, the Operating Partnership managed 16,539 units foraffiliates. These revenues decreased by $0.3third parties and unconsolidated entities.Impairment on technology investments increased approximately $10.8 million
primarily duebetween the years under comparison. See Note 21 in the Notes tothe disposition of certain of these properties.Consolidated Financial Statements for further discussion.Interest expense, including amortization of deferred financing costs,
increased bydecreased approximately$3.8$10.6 million.This increase was primarily the result of an increase inDuring 2001, the OperatingPartnership's average indebtedness outstanding which increased by $75.8 million. However,Partnership capitalized interest costs of approximately $28.2 million as compared to $17.7 million for theOperating Partnership'syear ended 2000. This capitalization of interest primarily related to equity investments in unconsolidated entities engaged in development activities. The effective interestcosts decreased from 8.09% in 1995cost29
on all indebtedness for the year ended December 31, 2001 was 6.89% as compared to
7.87% in 1996.7.25% for the year ended December 31, 2000.General and administrative expenses, which include corporate operating expenses, increased approximately
$1.7$9.0 million between the years under comparison. This increase was primarily due toaddingthe addition of corporate personnel, recruiting fees for the new President, retirement plan expenses for certain key executives, and highersalary costs and shareholder reporting costsoverall compensation expenses including a current year expense associated with the vesting of EQR restricted shares/awards to key employees earned over the past three years.Income (loss) from investments in unconsolidated entities increased approximately $1.5 million between the periods under comparison primarily as
well asa result of an increase inprofessional fees. General and administrative expenses as a percentagethe number oftotal revenues were 2.06% forcompleted unconsolidated development projects.Net gain on sales of discontinued operations decreased approximately $49.5 million between the periods under comparison. This decrease is primarily the result of approximately 8,800 fewer units sold during the year ended December 31,
1996, which was2001 as compared to the year ended December 31, 2000.Discontinued operations, net, decreased approximately $71.8 million between the periods under comparison. This decrease is primarily attributable to a
slight decrease from 2.08%one-time $60.0 million impairment on the furniture rental business in1995. 52MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS2001. See Note 16 in the Notes to Consolidated Financial Statements for further discussion.Liquidity and Capital Resources
For the Year Ended December 31,
19972002As of January 1,
1997,2002, the Operating Partnership had approximately$147.3$51.6 million of cash and cash equivalents and$250$446.0 million availableonunder its line ofcredit.credit (net of $59.0 million which was restricted/dedicated to support letters of credit and not available for borrowing). After taking into effect the various transactions discussed in the following paragraphscash and cash equivalents at December 31, 1997 was approximately $33.3 millionand theamounts available on the Operating Partnership's line of credit were $265 million, of which $24.7 million is restricted. In addition, the Operating Partnership had $6.6 million of proceeds from a property sale included in deposits-restricted. The following discussion also explains the changes innet cash provided by operating activities,net cash (used for) investing activities and net cash provided by financing activities, all of which are presented inthe OperatingPartnership's Consolidated StatementsPartnership’s cash and cash equivalents balance at December 31, 2002 was approximately $29.9 million and the amount available on the Operating Partnership’s line ofCash Flows.credit was $499.2 million (net of $60.8 million which was restricted/dedicated to support letters of credit and not available for borrowing).Part of the Operating
Partnership'sPartnership’s acquisition and development funding strategy and the funding of investments infunding the purchase of multifamily properties excluding those Properties acquired through the Mergers,various unconsolidated entities is to utilize its line of credit and to subsequently repay the line of credit from the disposition of properties, retained cash flows or the issuance of additional equity or debt securities. Continuing toemployutilize this strategy during1997theCompanyyear ended December 31, 2002, EQR and/or the OperatingPartnership; (i) issued a totalPartnership:• disposed of
approximately 11.9 million Common Shares through various offerings, other than issuances in connection with the acquisitions of Properties and received total net proceeds of approximately $536.8 million, (ii) completed the offerings of the Series D Preferred Shares and Series G Preferred Sharesfifty-eight properties (including six Unconsolidated Properties) and received net proceeds of approximately$473.1 million and (iii) issued$528.5 million;• disposed of the
2017 Notes, the 2001 Notes and the 2003 Notesfurniture rental business on January 11, 2002 and received net proceeds of approximately$345.9 million.$28.7 million;• issued $400.0 million of 6.625% fixed rate unsecured debt receiving net proceeds of $394.5 million;
• issued $50.0 million of 4.861% fixed rate unsecured debt receiving net proceeds of $49.9 million;
• issued approximately 1.8 million OP Units and received net proceeds of $39.0 million; and
• obtained $126.1 million in new mortgage financing.
30
All of these proceeds
have been or will bewere utilizedtoto:• purchase additional
properties and/orproperties;• repay the line of
credit andcredit;• repay mortgage indebtedness on
certain Properties. With respect to Property acquisitions during the year, including the effects of the Mergers, the Operating Partnership purchased 252 Properties containing 68,830 units for a total purchase price of approximately $4.1 billion, including the issuances of 25.1 million of Common Shares, the assumption of EWR's minority interest with a market value of approximately $107.3 million, the liquidation value of $157.5 million for the Series E Preferred Sharesselected properties;• repay public unsecured debt;
• repurchase and
Series F Preferred Shares, the assumption of mortgage indebtednessretire OP Units;• invest in consolidated and
unsecured notes of approximately $1.3 billionunconsolidated development projects; andissuance of OP Units with a value of approximately $5.3 million. The cash portion of these acquisitions were primarily funded from amounts drawn on the Operating Partnership's line of credit and proceeds received• invest in
connection with the transactions mentioned in the previous paragraph.unconsolidated entities.During the year ended December 31,
1997,2002, the Operating Partnership:•acquired twelve properties utilizing cash of $258.3 million;
•repaid $55.0 million on its line of credit;
•repaid $407.7 million of mortgage loans;
•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;
•repaid $40.0 million of 7.25% fixed rate public notes at maturity;
•repaid $4.7 million of other unsecured notes;
• repurchased and retired approximately 5.1 million of its OP Units for approximately $115.0 million;
• funded a net of $62.8 million under its development agreements; and
•funded $10.0 million in connection with its agreement with the U.S. Army for Fort Lewis military housing.
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 the common share buyback program authorized by it’s Board of Trustees. The Operating Partnership,
alsoin turn, would repurchase $85.0 million of its OP Units held by EQR.The Operating Partnership’s total debt summary and debt maturity schedule as of December 31, 2002, are as follows:
Debt Summary as of December 31, 2002
$ Millions
Weighted
Average Rate
Secured
$
2,928
6.15
%
Unsecured
2,596
6.30
%
Total
$
5,524
6.22
%
Fixed Rate*
$
4,776
6.83
%
Floating Rate*
748
2.33
%
Total*
$
5,524
6.22
%
Above Totals Include:
Total Tax Exempt
$
985
3.75
%
Unsecured Revolving Credit Facility
$
140
1.98
%
* Net of the effect of any interest rate protection agreements.
31
Debt Maturity Schedule as of December 31, 2002
Year
$ Millions
% of Total
2003
$
334
6.1
%
2004
605
11.0
%
2005*
818
14.8
%
2006
460
8.3
%
2007
316
5.7
%
2008
457
8.3
%
2009
277
5.0
%
2010
256
4.6
%
2011
654
11.8
%
2012+
1,347
24.4
%
Total
$
5,524
100.0
%
* Includes $300 million with a final maturity of 2015 that is putable/callable in 2005 and $140 million related to the Operating Partnership’s unsecured revolving credit facility.
The Operating Partnership’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2002 is presented in the following table. The Operating Partnership calculates the equity component of its market capitalization as the sum of (i) the total outstanding OP Units at the equivalent market value of the closing price of EQR’s Common Shares on the New York Stock Exchange; (ii) the “OP Unit Equivalent” of all convertible preference interests/units; and (iii) the liquidation value of all perpetual preference interests/units outstanding.
Capitalization as of December 31, 2002
Total Debt
$
5,523,698,848
OP Units
293,396,124
OP Unit Equivalents (see below)
14,947,898
Total Outstanding at year-end
308,344,022
EQR Common Share Price at December 31, 2002
$
24.58
7,579,096,061
Perpetual Preference Units Liquidation Value
565,000,000
Perpetual Preference Interests Liquidation Value
211,500,000
Total Market Capitalization
$
13,879,294,909
Debt/Total Market Capitalization
39.8
%
32
Convertible Preference Units, Preference Interests and Junior Preference Units
as of December 31, 2002
Units
Conversion
Ratio
OP Unit
Equivalents
Preference Units:
Series E
2,548,114
1.1128
2,835,541
Series G
1,264,692
8.5360
10,795,408
Series H
51,228
1.4480
74,178
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
56,616
4.081600
231,084
Series B
7,367
1.020408
7,517
Total
14,947,898
The Operating Partnership’s policy is to maintain a ratio of consolidated debt-to-total market capitalization of less than 50%.
From January 1, 2003 through February 3, 2003, the Operating Partnership:
• acquired one property consisting of 226 units for approximately $41.0 million;
• disposed of
sevenfive propertiesa portionconsisting ofone Property1,011 units for approximately $57.4 million;• refinanced the mortgage debt on eleven Partially Owned Properties and
a vacant land parcel which generated netreceived additional cash proceeds of approximately$35.8 million. Proceeds from the dispositions were ultimately applied$2.4 million; and• repaid $44.9 million of mortgage debt at/or prior to
purchase additional Properties. 53MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquiditymaturity.Off-Balance Sheet Arrangements and
Capital Resources (Continued)Contractual ObligationsAs of December 31,
1997,2002, the Operating Partnershiphad total indebtednesshas 18 projects in various stages ofapproximately $2.9 billion, which included mortgage indebtednessdevelopment with estimated completion dates ranging through June 30, 2004. 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
$1.6 billion (including premiums of $3.9 million), of which $723 million represented tax exempt bond indebtedness,a project, to stipulate a value for such project andunsecured debt of $1.4 billion (including net discounts and premiumsoffer to sell its interest in theamount of $5.7 million). During the year,project to the Operating Partnershiprepaid an aggregate of $113.4 million of mortgage indebtednessbased on29 of its Properties. In addition, unsecured floating rate notes in the amount of $100 million were repaid at maturity on December 22, 1997. These repayments were funded fromsuch value. If the OperatingPartnership's linePartnership chooses not to purchase the interest, it must agree to a sale ofcredit or from proceeds received fromthevarious capital transactions mentioned in previous paragraphs.project to an unrelated third party at such value. The Operating Partnership’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. The Operating Partnership hasfroman obligation to fund up to an additional $13.0 million to guarantee third party construction financing, if required.• the second development partner has the right, at any time following completion of a project, to
time, entered into interest rate protection agreements (financial instruments) to reduce the potential impact of increases in interest rates but has limited exposure to the extent of non-performance by the counterparties of each protection agreement since each counterparty is a major U.S. financial institution, andrequire the Operating Partnershipdoes not anticipate their non-performance. No such financial instrument has been used for trading purposes. In February 1996,to purchase the partners’ interest in that project at a mutually agreeable price. If the Operating Partnershipentered into two interest rate protection agreements that were intendedand the partner are unable tohedgeagree on a price, both parties will obtain appraisals. If theOperating Partnership's interest rate risk at maturity of $175 million of indebtedness. The first agreement hedged the interest rate risk of $50 million of mortgage loans scheduled to mature in September 1997appraised values vary bylocking the five year Treasury Rate, commencing October 1, 1997. This agreement was cancelled in July 1997, at no cost tomore than 10%, both the Operating Partnershipin conjunction withand its partner will agree on anew interest rate agreement discussed below.third appraiser to determine which original appraisal is closest to its determination of value. Thesecond agreement hedgedOperating Partnership may elect at that time not to purchase theinterest rate riskproperty 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$125 millionthe final certificate ofunsecured senior notes issued in 199433
occupancy on the last developed property, any projects remaining unsold must be purchased by the Operating Partnership at the agreed-upon price.
• 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 Operating Partnership or its development partner may market a project for sale. If the Operating Partnership’s development partner proposes the sale, the Operating Partnership may elect to purchase the project at the price proposed by
lockingits partner or defer thefoursale 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 Operating Partnership 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, the Operating Partnership provided a credit enhancement with respect to certain tax-exempt bonds issued to finance certain public improvements at a multifamily development project. As of February 3, 2003, this enhancement was still in effect at a commitment amount of $12.7 million.
As of February 2003, the Operating Partnership has a commitment to fund $6.1 million to Constellation Real Technologies, LLC, a real estate technology Operating Partnership.
See also Note 9 in the Notes to Consolidated Financial Statements for additional discussion regarding the Operating Partnership’s investments in unconsolidated entities.
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:
• carpets and hardwood floors;
• 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;
• flooring such as vinyl, linoleum or tile; and
• blinds/shades
We typically capitalize for established properties approximately $260 to $290 per unit annually for inside the unit replacements. All replacements are depreciated over a five-year estimated useful life. We expense as incurred all maintenance and turnover costs such as cleaning, interior painting of individual units and the repair of any replacement item noted above.
• Building improvements (outside the unit). These include:
• roof replacement and major repairs;
• paving or major resurfacing of parking lots, curbs and sidewalks;
• amenities and common areas such as pools, exterior sports and playground equipment, lobbies, clubhouses, laundry rooms, alarm and security systems and offices;
• major building mechanical equipment systems;
• interior and exterior structural repair and exterior painting and siding;
• major landscaping and grounds improvement; and
• vehicles and office and maintenance equipment.
34
We typically capitalize for established properties approximately $380 to $390 per unit annually for outside the unit building improvements. All building improvements are depreciated over a five to ten-year estimated useful life. We expense as incurred all recurring expenditures that do not improve the value of the asset or extend its useful life.
For the year
Treasury Rate commencing May 15,ended December 31, 2002, our actual improvements to real estate totaled approximately $156.8 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, 2002
Total Units
(1)
Replacements
(2)
Avg.
Per
Unit
Building
Improvements
(3)
Avg.
Per
Unit
Total
Avg.
Per
Unit
Established Properties (4)
171,913
$
49,903
$
290
$
65,985
$
384
$
115,888
$
674
New Acquisition Properties (5)
22,146
5,542
285
8,691
446
14,233
731
Other (6)
7,758
5,787
20,868
26,655
Total
201,817
$
61,232
$
95,544
$
156,776
(1) Total units exclude 21,774 unconsolidated units.
(2) Replacements include new expenditures inside the units such as carpets and hardwood floors, appliances, mechanical equipment, fixtures, flooring and blinds/shades.
(3) Building improvements include roof replacement, paving, amenities and common areas, building mechanical equipment systems, exterior painting and siding, major landscaping, vehicles and office and maintenance equipment.
(4) Wholly Owned Properties acquired prior to January 1, 2000.
(5) Wholly Owned Properties acquired during 2000, 2001 and 2002. Per unit amounts are based on a weighted average of 19,478 units.
(6) Includes properties either Partially Owned or sold during the period, commercial space, condominium conversions, and $9.1 million included in building improvements spent on six specific assets related to major renovations and repositioning of these assets.
For the year ended December 31, 2001, our actual improvements to real estate totaled approximately $150.9 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, 2001
Total Units
(1)
Replacements
(2)
Avg.
Per
Unit
Building
Improvements
(3)
Avg.
Per
Unit
Total
Avg.
Per
Unit
Established Properties (4)
149,288
$38,612
$259
$56,594
$379
$95,206
$638
New Acquisition Properties (5)
50,290
15,994
330
25,685
531
41,679
861
Other (6)
7,051
3,674
10,369
14,043
Total
206,629
$58,280
$92,648
$150,928
(1) Total units exclude 18,172 unconsolidated units.
(2) Replacements include new expenditures inside the units such as carpets and hardwood floors, appliances, mechanical equipment, fixtures, flooring and blinds/shades.
35
(3) Building improvements include roof replacement, paving, amenities and common areas, building mechanical equipment systems, exterior painting and siding, major landscaping, vehicles and office and maintenance equipment.
(4) Wholly Owned Properties acquired prior to January 1, 1999.
There was no current cost(5) Wholly Owned Properties acquired during 1999, 2000 and 2001. Per unit amounts are based on a weighted average of 48,434 units.
(6) Includes properties either Partially Owned or sold during the period, commercial space, condominium conversions, and $7.2 million included in building improvements spent on twelve specific assets related to major renovations and repositioning of these assets.
We anticipate capitalizing annually an average of approximately $640 to $680 per unit for inside and outside the unit capital expenditures to our established properties. The Operating Partnership expects to fund approximately $150.0 million for capital expenditures for replacements and building improvements in 2003.
During the year ended December 31, 2002, the Operating Partnership’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Operating Partnership’s property management offices and its corporate offices, was approximately $7.3 million. The Operating Partnership expects to fund approximately $4.9 million in total additions to non-real estate property for
entering into these agreements.2003.Improvements to real estate and additions to non-real estate property for both 2002 and 2001 were funded from net cash provided by operating activities.
Derivative Instruments
In
July 1997,the normal course of business, the Operating Partnershipentered into twois exposed to the effect of interest rateprotection agreementschanges. The Operating Partnership limits these risks by following established risk management policies and procedures including the use of derivatives toeffectively fix thehedge interest ratecost of the Operating Partnership's 2001 Notes and 2003 Notes. One agreement was for a notional amount of $100 million with a locked in treasury rate at 6.134%. The second agreement was for a notional amount of $75 million with a locked in treasury rate of 6.287%. The fair value of these instruments as of December 31, 1997 approximated their carrying or contract values.risk on debt instruments.The Operating Partnership has a policy of
capitalizing expenditures made for new assets, including newly acquired propertiesonly entering into contracts with major financial institutions based upon their credit ratings and other factors. When viewed in conjunction with thecosts associated with placing these assets into service. Expenditures for improvementsunderlying andrenovationsoffsetting exposure thatsignificantly enhancethevalue of existing assets or substantially extend the useful life of an assetderivatives arealso capitalized. Capital spent for replacement-type items such as appliances, draperies, carpeting and floor coverings, mechanical equipment and certain furniture and fixtures is also capitalized. Expenditures for ordinary maintenance and repairs are expenseddesigned tooperations as incurred. With respect to acquired properties,hedge, the Operating Partnership hasdetermined thatnot sustained a material loss from those instruments nor does itgenerally spends $1,000 per unit duringanticipate any material adverse effect on itsfirst three yearsnet income or financial position in the future from the use ofownership to fully improve and enhance these properties to meetderivatives.The following table summarizes the
Operating Partnership's standards. In regard to capital replacements,consolidated derivative instruments at December 31, 2002 (dollar amounts are in thousands):
Cash Flow
Hedges
Fair Value
Hedges
Forward
Starting
Swaps
Offsetting
Receive
Floating
Swaps/Caps
Offsetting
Pay
Floating
Swaps/Caps
Current Notional Balance
$
400,000
$
120,000
$
250,000
$
255,118
$
255,118
Lowest Possible Notional
$
400,000
$
120,000
$
250,000
$
251,410
$
251,410
Highest Possible Notional
$
400,000
$
120,000
$
250,000
$
431,444
$
431,444
Lowest Interest Rate
3.65125
%
7.25000
%
5.06375
%
4.52800
%
4.45800
%
Highest Interest Rate
5.81000
%
7.25000
%
5.42600
%
6.00000
%
6.00000
%
Earliest Maturity Date
2003
2005
2013
2003
2003
Latest Maturity Date
2005
2005
2013
2007
2007
Estimated Asset (Liability) Fair Value
$
(14,438
)
$
9,069
$
(11,077
)
$
(3,148
)
$
3,025
At December 31, 2002, certain unconsolidated development partnerships in which the Operating Partnership
generally expectsinvested had entered into swaps tospend $300 per unithedge the interest rate risk exposure onan annual recurring basis. 54MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources (Continued)unconsolidated floating rate construction mortgage loans. The Operating Partnership has recorded its proportionate36
share of these hedges on its consolidated balance sheets. These swaps have been designated as cash flow hedges with a current aggregate notional amount of $446.6million (notional amounts range from $169.2million to $555.9million over the terms of the swaps) at interest rates ranging from 2.115% to 6.94% maturing at various dates ranging from 2003 to 2005 with a net liability fair value of $13.9million. During the year ended December 31,
1997, total capital expenditures for2002, the Operating Partnershipapproximated $60recognized an unrealized loss of $1.1 million due to ineffectiveness of certain of these unconsolidated development derivatives (included in income (loss) from investments in unconsolidated entities).On December 31, 2002, the net derivative instruments were reported at their fair value as other liabilities of approximately $16.6 million and as a reduction to investments in unconsolidated entities of approximately $13.9 million.
Of this amount,As of December 31, 2002, there were approximately$9.5$42.8 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, 2002, the Operating Partnership may recognize an estimated $17.7 million of accumulated other comprehensive loss as additional interest expense during the twelve months ending December 31, 2003, of which $7.9 million is related tocapital improvements and major repairs for certain ofthe1995, 1996 and 1997 Acquired Properties. Capital improvements and major repairs for all of the Operating Partnership's pre-EQR IPO properties and certain Acquired Properties approximated $19.4 million, or $217 per unit. Capital spent for replacement-type items approximated $21.4 million, or $239 per unit, which is in line with the Operating Partnership's expected annual recurring per unit cost. Also included in total capital expenditures was $9.7 million expended for non-real estate additions such as computer software, computer equipment, furniture and fixtures and leasehold improvements for the Operating Partnership's property management offices and its corporate headquarters. Such capital expenditures were primarily funded from working capital reserves and from net cash provided by operating activities. Total capital expenditures for 1998 are budgeted to be approximately $94.5 million, which includes approximately $29.7 million related to capital improvements and major repairs for certain of the 1995, 1996 and 1997 Acquired Properties.unconsolidated development partnerships.Other
Total distributions paid in
1997January 2003 amounted to$292.1$143.1 million (excluding distributions on Partially Owned Properties), which includedthe distributioncertain distributions declared in the fourth quarter of1996. The fourth quarter of 1997 distributions to OP Unit holders were paid on December 30, 1997. On March 2, 1998, the Operating Partnership declared a $0.67 distribution per OP Unit payable to holders of record on March 27, 1998. The OP Unit distribution will be paid on April 10, 1998. Also, on March 2, 1998, the Operating Partnership declared a $0.585938 distribution, a $0.570313 distribution, a $0.570313 distribution, a $0.5375 distribution, a $0.603125 distribution and a $0.453125 distribution to the Company as holder of the Series A Cumulative Redeemable Preference Units, the Series B Cumulative Redeemable Preference Units, the Series C Cumulative Redeemable Preference Units, the Series D Cumulative Redeemable Preference Units, the Series F Cumulative Redeemable Preference Units and the Series G Convertible Cumulative Preference Units, respectively, payable to holders of record on March 27, 1998. These distributions will be paid on April 15, 1998. In addition, the Operating Partnership declared on March 2, 1998, a $0.4375 distribution to the Company as holder of the Series E Cumulative Convertible Preference Units. This distribution will be paid on April 1, 1998. Subsequent to December 31, 1997, the Operating Partnership acquired 12 additional properties representing 2,539 units for a total purchase price of approximately $158.2 million, including the assumption of approximately $50.8 million of mortgage indebtedness. These acquisitions were funded from proceeds of the January 1998 Common Share Offering. The Operating Partnership is actively seeking to acquire additional multifamily properties with physical and market characteristics similar to the Properties. During the remainder of 1998, the Operating Partnership expects to acquire between 10,000 to 15,000 multifamily units. However, there is no assurance that this level of property acquisitions can be achieved. 55MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources (Continued) In January 1998, the Company contributed to the Operating Partnership net proceeds of $195.3 million from the January 1998 Common Share Offering. These proceeds were utilized to repay a portion on the line of credit, to purchase additional properties and/or repay mortgage indebtedness on one Property. In February 1998, the Company contributed to the Operating Partnership net proceeds of $95 million from the February 1998 Common Share Offerings. These net proceeds were utilized to repay the remaining balance outstanding on the line of credit and to purchase additional properties. Through February 1998, the Company contributed to the Operating Partnership net proceeds of $31.7 million from the DRIP Plan. The Operating Partnership anticipates that it may sell certain Properties in the portfolio and may sell up to 2,500 multifamily units during 1998. However, there is no assurance that this level of property dispositions may be achieved. In March 1998, the Operating Partnership disposed of two Properties for a total sales price of $16.7 million. These proceeds will be utilized to purchase additional Properties.2002.The Operating Partnership expects to meet its short-term liquidity requirements, including capital expenditures
relatingrelated to maintaining its existingProperties,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 Operating Partnership considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions. The Operating Partnership also expects to meet its long-term liquidity requirements, such as scheduled unsecured note and mortgage debt maturities,reduction of outstanding amounts under its line of credit,property acquisitions, financing of construction and development activities and capital improvements through the issuance of unsecured notes and equity securities, including additional OP Units,as well as from undistributed FFOand proceeds received from the disposition of certainProperties.properties. In addition, the Operating Partnership has certainuncollateralized Propertiesunencumbered properties availableforto secure additional mortgage borrowings in the event that the public capital markets are unavailableto the Operating Partnershipor the cost of alternative sources of capitaltois too high. The fair value of these unencumbered properties are in excess of the required value the Operating Partnershipis too high. In November 1996,must maintain in order to comply with covenants under its unsecured notes and line of credit.On May 30, 2002, the Operating Partnership
reached an agreement with Morgan Guaranty and Bank of America to provide the Operating Partnershipobtained a new three-year $700.0 million unsecured revolving creditfacility with potential borrowings of up to $250 million. In September 1997, this agreement was amended whereby the potential borrowings were increased to $500 million. Thisfacility. The new line of credit replaced the $700.0 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. This new facility matures inNovember 1999May 2005 and willcontinue tobe usedforto fund property acquisitions, costs for certain properties under development andfor any working capital needs.short term liquidity requirements. As ofMarch 13, 1998, no amounts wereFebruary 3, 2003, $218.0 million was outstanding under thisfacility. 56MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources (Continued) In connection with the Wellsford Merger, the Operating Partnership has provided a standby obligation in the amount of $30 million pursuant to an agreement entered into with Wellsford Real Properties, Inc., a Maryland corporation ("WRP"), for the construction financing for a multifamily development project located in Denver, Colorado. In addition, the Operating Partnership has provided a $14.8 million credit enhancement with respect to bonds issued to finance certain public improvements at the multifamily development project. In December 1997, the Operating Partnership entered into a joint venture agreement with a multifamily residential real estate developer whereby the Operating Partnership will make investments in a limited partnership to fund its portion of the project cost. As of December 31, 1997, the Operating Partnership funded approximately $6.9 million in connection with this agreement. In addition, the Operating Partnership also funded $20 million to guarantee third party construction financing and will be obligated to fund an additional $20 million in 1998. Subsequent to December 31, 1997, the Operating Partnership has also funded approximately $9.9 million and anticipates to fund up to an additional $85 million in 1998. The Operating Partnership has conducted a review of its computer operating systems and has identified those areas that could be affected by the "Year 2000" issue and has developed a plan to resolve this issue. The Operating Partnership believes that by modifying certain existing hardware and software and, in other cases, converting tonewapplication systems, the Year 2000 problem can be resolved without significant operational difficulties. The Operating Partnership has initiated formal communications with all of its significant suppliers to determine the extent to which the Operating Partnership's interface systems are vulnerable to those third parties' failure to remediate their own Year 2000 issues. The Operating Partnership has also identified the cost of the Year 2000 issue and does not expect the financial impact to be material to the Operating Partnership's results of operations or financial position.facility.For the Year Ended December 31,
19962001As of January 1,
1996,2001, the Operating Partnership had approximately$13.4$23.8 million of cash and cash equivalents and$158$399.5 million availableonunder itslinelines ofcredit.credit, of which $53.5 million was restricted (not available to be drawn). After taking into effect the various transactions discussed in the following paragraphscash and cash equivalents at December 31, 1996 was approximately $147.3 millionand theamounts available on the Operating Partnership's line of credit were $250 million. In addition, the Operating Partnership had $3.6 million of proceeds from a property sale included in deposits-restricted. The following discussion also explains the changes innet cash provided by operating activities,netthe Operating Partnership’s cash(used for) investing activitiesandnetcashprovided by financing activities, allequivalents balance at December 31, 2001 was approximately $51.6 million and the amount available on the Operating Partnership’s line of credit was $505.0 million, of whichare presented in$59.0 million was restricted (not available to be drawn).37
Part of the Operating
Partnership's Consolidated StatementsPartnership’s acquisition and development funding strategy and the funding ofCash Flows. During 1996investments in various unconsolidated entities is to utilize its lines of credit and to subsequently repay theCompanyline of credit from the disposition of properties, retained cash flows or the issuance of additional equity or debt securities. Continuing to utilize this strategy during the year ended 2001, EQR and/or the Operating Partnership:(i) issued a total• disposed of
approximately 14.4 million Common Shares through various offeringsforty-nine properties (including two Unconsolidated Properties) andreceived total net proceedstwo vacant parcels of$483 million, (ii) completed the offering of the Series C Preferred Shares and 57MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources (Continued) received net proceeds of $111.4 million, (iii) issued the 2026 Notesland and received net proceeds of$149 million and (iv) refinanced certain of its tax- exempt bonds in two separate transactions for a total of $112.2$399.1 million;• issued $300.0 million of 6.95% fixed rate unsecured debt receiving net
proceeds.proceeds of $297.4 million;• sold and/or contributed eleven properties to a joint venture and received net proceeds of $167.6 million;
• issued approximately 3.6 million OP Units and received net proceeds of $74.4 million;
• issued $60.0 million of four new series of Preference Interests and received net proceeds of $58.5 million;
• obtained $91.6 million in new mortgage financing; and
• received $61.4 million of principal repayments on its investment in second and third mortgages on previously Unconsolidated Properties.
All of these proceeds were utilized to either:
•purchase additional
properties and/orproperties;• repay the
linelines ofcreditcredit;• redeem the Operating Partnership’s Series A and F Preference Units;
• repay mortgage indebtedness on
certain Properties. With respect to Property acquisitions during 1996, the Operating Partnership purchased 49 Properties containing 15,665 units for a total acquisition cost of $778.2 million, which included the assumption of $142.2 million of mortgage indebtedness, the forgiveness of debt of $2.7 millionselected properties;• repay public unsecured debt; and
the issuance of OP Units having a value of approximately $0.4 million. These acquisitions were primarily funded from amounts drawn on the Operating Partnership's line of credit and a portion of the proceeds received• invest in
connection with the transactions mentioned in the previous paragraph.unconsolidated entities.During the year ended December 31,
1996,2001, the OperatingPartnership also disposedPartnership:•acquired fourteen properties and vacant land utilizing cash of
five properties which generated$297.8 million;•repaid $160.5 million on its line of credit;
•funded $210.5 million to redeem all of its Series A and F Preference Units;
•repaid $364.2 million of mortgages loans; and
•funded a net
proceedsofapproximately $40 million. Proceeds from the dispositions were ultimately applied to purchase additional Properties. As$174.6 million under its development agreements.The Operating Partnership’s total debt summary, as of December 31,
1996,2001, included:Debt Summary as of December 31, 2001
$ Millions
Weighted
Average Rate
Secured
$
3,287
6.51
%
Unsecured
2,456
6.32
%
Total
$
5,743
6.43
%
Fixed Rate *
$
4,847
7.02
%
Floating Rate *
896
3.20
%
Total *
$
5,743
6.43
%
Above Totals Include:
Total Tax Exempt
$
975
4.41
%
Unsecured Revolving Credit Facility
$
195
2.50
%
*Net of the effect of any interest rate protection agreements.
38
Critical Accounting Policies and Estimates
The Operating
Partnership had total indebtedness of approximately $1.3 billion, which included mortgage indebtedness of $755.4 million, of which $274 million represented tax exempt bond indebtedness, and unsecured debt of $498.8 million (net of a $1.2 million discount). DuringPartnership’s significant accounting policies are described in Note 2 in theyear,Notes to Consolidated Financial Statements. These policies were followed in preparing theOperating Partnership repaid an aggregate of $57 million mortgage indebtedness on eight of its Properties. These repayments were funded from the Operating Partnership's line of credit or from proceeds received from the various capital transactions mentioned in previous paragraphs. Duringconsolidated financial statements for the year ended December 31,1996, total capital expenditures2002.The Operating Partnership 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 Operating Partnership periodically evaluates its long-lived assets, including its investments in real estate and goodwill, for impairment indicators. 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 Operating Partnership
approximated $45.9 million. Of this amount, approximately $10.6 million relatedtocapitalconclude that impairment indicators exist and an impairment loss is warranted.Depreciation of Investment in Real Estate
The Operating Partnership 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
major repairsboth 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
certaindiscussion of the1994, 1995 and 1996 Acquired Properties. Capital improvements and major repairs for all of the Operating Partnership's pre-EQR IPO properties and Acquired Properties approximated $13.8 million, or $232 per unit. Capital spent for replacement-type items approximated $16.3 million, or $276 per unit, which is in line with the Operating Partnership's expected annual recurring per unit cost. In regard to capital spent for upgrades at certain properties and tenant improvementspolicy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. In addition, theretailOperating Partnership capitalizes the payroll andcommercial office spaceassociated costs of employees directly responsible for and who spend all of their time on the supervision of major capital projects. These costs are reflected on the balance sheet as an increase to building.The Operating Partnership 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 Operating Partnership 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. The Operating Partnership expenses as incurred all payroll costs of employees working directly at our properties, except for costs that 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. Stabilized occupancy is always deemed to have occurred no later than one
Property,year from cessation of major development activities. The incremental payroll and associated costs are capitalized to theamount was approximately $2.9 million. Also includedprojects under development based upon the effort directly identifiable with such projects. These costs are reflected on the balance sheet as either construction intotal capital expenditures was approximately $2.3 million expendedprogress or a separate component of investments in unconsolidated entities. The Operating Partnership ceases the capitalization of such costs as the property becomes substantially complete and ready fornon-real estate additions suchits intended use.39
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 and 138) requires the Operating Partnership to make estimates and judgments that affect the fair value of the instruments. The Operating Partnership, 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 Operating Partnership bases its estimates 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
computer software, computer equipment, furnitureit 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 andfixtures and leasehold improvementsa 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.The Operating
Partnership's management officesPartnership adopted the provisions of Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition, effective October 1, 2000. SAB No. 101 provides guidance on the recognition, presentation and disclosure of revenue in financial statements.Stock Option Compensation
The Company has chosen to account for its stock option compensation in accordance with APB No. 25, which results in no compensation expense for options issued with an exercise price equal to or exceeding the market value of EQR’s Common Shares on the date of grant. The Company will elect to expense its stock option compensation in accordance with SFAS No. 123 and its
corporate headquarters. Such capital expenditures were primarily funded from working capital reserves and from net cash provided by operating activities. 58MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSamendment (SFAS No. 148) effective in the first quarter of 2003, which will result in compensation expense being recorded based on the fair value of the stock option compensation issued. Any Common Shares issued pursuant to EQR’s share option plan will result in the Operating Partnership issuing OP Units to EQR on a one-for-one basis.Funds From Operations
For the year ended December 31, 2002, Funds From Operations
Commencing in 1996,(“FFO”) available to OP Units decreased $48.4 million, or 6.1%, as compared to theOperating Partnership implementedyear ended December 31, 2001. For thenew definitionyear ended December 31, 2001, FFO available to OP Units increased $60.5 million, or 8.3%, as compared to the year ended December 31, 2000:The following is a reconciliation of
FFO adopted by the Board of Governors of NAREIT in March 1995. The new definition primarily eliminates the amortization of deferred financing costs and depreciation of non-real estate as items added back tonet incomewhen calculating FFO. The Operating Partnership generally considersavailable to OP Units to FFO available tobe one measure ofOP Units for theperformance of real estate companies. The resolution adopted by the Board of Governors of NAREIT definesyears ended December 31, 2002, 2001 and 2000:40
Funds From Operations
(Amounts in thousands)
Year Ended December 31,
2002
2001
2000
Net income available to OP Units
$
351,024
$
400,295
$
479,271
Adjustments:
Depreciation
462,341
439,565
427,799
Depreciation – Non-real estate additions
(9,213
)
(6,555
)
(6,716
)
Depreciation – Partially Owned Properties
(7,706
)
(4,353
)
(1,476
)
Depreciation – Unconsolidated Properties
19,872
13,022
2,720
Amortization of goodwill
—
2,356
—
Extraordinary items
792
(444
)
5,592
Cumulative effect of change in accounting principle
—
1,270
—
Impairment on corporate housing business
17,122
—
—
Impairment on technology investments
1,162
11,766
1,000
Net gain on sales of condominium units to third parties
1,682
—
—
Net gain on sales of unconsolidated entities
(5,054
)
(387
)
—
Discontinued Operations:
Depreciation
10,616
17,667
16,408
Amortization of goodwill
—
1,423
—
Impairment on furniture rental business
—
60,000
—
Net gain on sales
(104,296
)
(148,906
)
(198,426
)
FFO available to OP Units – basic (1)
$
738,342
$
786,719
$
726,172
(1) FFO
asrepresents net income (loss) (computed in accordance withGAAP)accounting principles generally accepted in the United States (“GAAP”)),excluding gains (or losses) from debt restructuringplus depreciation (after adjustments for non-real estate additions, Partially Owned Properties and Unconsolidated Properties), plus amortization of goodwill and plus/minus extraordinary items, the cumulative effect of change in accounting principle and impairment charges. Adjustments also include net gain on sales ofproperty, pluscondominium units to third parties and net gain on sales of unconsolidated entities and for discontinued operations related to depreciation, goodwill amortization, impairment onreal estate assets,furniture rental business andafter adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFOnet gain onthe same basis.sales.The
Operating PartnershipCompany believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company because, along with cash flows from operating activities, financing activities and investing activities, it provides investors an understanding of the ability of theOperating PartnershipCompany to incur and service debt and to make capital expenditures. FFO in and of itself does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income as an indication of theOperating Partnership'sCompany’s performance or to net cash flows from operating activities as determined by GAAP as a measure of liquidity and is not necessarily indicative of cash available to fund cash needs. TheOperating Partnership's calculation of FFO represents net income, excluding gains on dispositions of properties, gains on early extinguishment of debt, and write-off of unamortized costs on refinanced debt, plus depreciation on real estate assets, amortization of deferred financing costs related to EQR's Predecessor Business, less an allocation of net income to preference unit holders. The Operating Partnership'sCompany’s calculation of FFO may differ from the methodology for calculating FFO utilized by other real estate companies and may differ, for example, due to variations among the Company’s and other real estate companies’ accounting policies for replacement type items and, accordingly, may not be comparable to such other real estate companies.ForItem 7A. Quantitative and Qualitative Disclosure about Market Risk
Market risks relating to the
year endedOperating Partnership’s operations result primarily from changes in short-term LIBOR interest rates. The Operating Partnership does not have any direct foreign exchange or other significant market risk.The Operating Partnership’s exposure to market risk for changes in interest rates relates primarily to the unsecured line of credit. The Operating Partnership typically incurs fixed rate debt obligations to finance acquisitions and capital expenditures, while it typically incurs floating rate debt obligations to
41
finance working capital needs and as a temporary measure in advance of securing long-term fixed rate financing. The Operating Partnership 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 Operating Partnership 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 Operating Partnership does not enter into financial instruments for trading purposes. See also Note 14 to the Notes to Consolidated Financial Statements for additional discussion of derivative instruments.
The fair values of the Operating Partnership’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 Operating Partnership’s mortgage notes payable and unsecured notes approximates their carrying value at December 31,
1997 FFO increased $110.52002.The Operating Partnership had total outstanding floating rate debt of approximately $748.0 million,
representing a 69% increase when compared toor 13.5% of theyear endedtotal debt at December 31,1996. For2002, including theyear ended December 31, 1996, FFO, basedeffects of any interest rate protection agreements. If market rates of interest on all of the floating rate debt permanently increased by 23 basis points (a 10% increase), the increase in interest expense on the floating rate debt would decrease future earnings and cash flows by approximately $1.7million. If market rates of interest on all of the floating rate debt permanently decreased by 23 basis points (a 10% decrease), the decrease in interest expense on the floating rate debt would increase future earnings and cash flows by approximately $1.7million.These amounts were determined by considering the impact of hypothetical interest rates on the Operating
Partnership's calculation of FFO, increased by $39.3 million representing a 32.5% increase when comparedPartnership’s financial instruments. The foregoing assumptions apply to theyear ended December 31, 1995. 59MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSentire amount of the Operating Partnership’s floating rate debt 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 a change of such magnitude, management would likely take actions to further mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in the Operating Partnership’s financial structure or results other than interest expense.The
following is a reconciliationOperating Partnership cannot predict the effect ofnet incomeadverse changes in interest rates on its floating rate debt and, therefore, its exposure toFFO formarket risk, nor can there be any assurance that fixed rate, long term debt will be available at advantageous pricing. Consequently, future results may differ materially from theyears ended December 31, 1997, 1996 and 1995:
(Amounts in thousands) Year Year Year Ended Ended Ended 12/31/97 12/31/96 12/31/95 -------- -------- --------Net income $189,852 $115,923 $ 83,355 Adjustments: Depreciation on real estate assets 153,526 91,174 70,581 Amortization of deferred financing costs related to predecessor business 235 1,075 755 Allocation of net income to preference unit holders (59,012) (29,015) (10,109) Write-off of unamortized costs on refinanced debt (0) 3,512 (0) Gain on early extinguishment of debt (0) (0) (2,000) Gain on disposition of properties (13,838) (22,402) (21,617) -------- -------- -------- FFO $270,763 $160,267 $120,965 ======== ======== ========60PART IIestimated 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.
None.
42
Items 10,11,12 and 13 of this Form 10-K may omit the
Operating Partnership filed a Current Report on Form 8-K, as amended, reportinguse of certain defined terms used elsewhere herein and may contain certain defined terms that are different from those used in thedismissalother sections ofGrant Thornton L.L.P. as its independent public accountants that is incorporated herein by reference. 61PART IIthis report.Item 10. TRUSTEES AND EXECUTIVE OFFICERSOF THE REGISTRANT
(a,(a, b,c,d,e & f) TRUSTEES AND EXECUTIVE OFFICERS
The Operating Partnership does not have any trustees or executive officers. The
trustees and executive officers, as of March 1, 1998, of the Company, their ages and their positions and offices are set forth in the following table:
Name Age Positions and Offices Held - ---------------------- --- -----------------------------------------------------------------Samuel Zell 56 Chairman of the Board of Trustees (term expires in 1999) Douglas Crocker II 57 President, Chief Executive Officer and Trustee (term expires in 1998) John W. Alexander 51 Trustee (term expires in 1999) Stephen O. Evans 52 Executive Vice President--Strategic Investments and Trustee (term expires in 2000) Henry H. Goldberg 59 Trustee (term expires in 1999) Errol R. Halperin 57 Trustee (term expires in 1999) James D. Harper, Jr. 64 Trustee (term expires in 1998) Edward Lowenthal 53 Trustee (term expires in 2000) Jeffrey H. Lynford 50 Trustee (term expires in 2000) Sheli Z. Rosenberg 56 Trustee (term expires in 1998) Gerald A. Spector 51 Executive Vice President, Chief Operating Officer and Trustee (term expires in 1998) Barry S. Sternlicht 37 Trustee (term expires in 2000) B. Joseph White 50 Trustee (term expires in 2000) Richard G. Berry 53 Executive Vice President--Development Alan W. George 40 Executive Vice President--Acquisitions Edward J. Geraghty 48 Executive Vice President--Development and Asset Management Michael J. McHugh 42 Executive Vice President, Chief Accounting Officer and Treasurer David J. Neithercut 42 Executive Vice President and Chief Financial Officer Gregory H. Smith 46 Executive Vice President--Asset Management Bruce C. Strohm 43 Executive Vice President, General Counsel and Secretary Frederick C. Tuomi 43 Executive Vice President--Property ManagementThefollowing is a biographical summary, as of March 1, 2003, of the age, experience and position and offices of the trustees and executive officers ofthe Company.EQR. Officers serve at the pleasure of the Board of Trustees.Samuel Zell.Trustees
Pursuant to EQR’s declaration of trust, the trustees are divided into three classes as nearly equal in number as possible, with each class having a term of three years.
Incumbent Trustees with Terms Expiring in 2003
Stephen O. Evans, 57, has been a Trustee of EQR since December 23, 1997, the date of the merger of Evans Withycombe Residential, Inc. (“Evans”), a public multifamily property company founded by Mr.
Zell has beenEvans, into EQR (the “Evans Merger”), and is President of Evans Realty Associates, a real estate investment company. Mr. Evans also served as an Executive Vice President of Equity Residential from December 1997 to December 1999. Mr. Evans served as the Chairman of the Board and Chief Executive Officer of Evans from its formation in May 1994 until the Evans Merger. Mr. Evans is a member of Lambda Alpha, a national land economics fraternity, and the Urban Land Institute.B. Joseph White, 55, has been a Trustee of EQR since May 1993. Mr. White was appointed Managing Director of Fred Alger Management Company (“Alger”), a New York investment firm, in February 2003. Mr. White served as Interim President of the
Company since March 1993. Mr. Zell is chairmanUniversity of Michigan in 2002. He was a professor at the University of Michigan Business School from 1987 through 2001 and served as the Dean of theboard of directors of Equity Group Investments, Inc., an owner, manager and financier of real estate and corporations ("EGI"), Jacor Communications, Inc., an owner and operator of radio stations ("Jacor"), American Classic Voyages Co., an owner and operator of cruise lines ("American Classic") and Anixter International Inc., a provider of integrated network and cabling systems ("Anixter") and Manufactured Home Communities, Inc., a REIT specializing in the ownership and management of manufactured home communities ("MHC").Business School from 1991 to 2001. Mr.Zell is chairman of the board of trustees of Equity Office Properties Trust, a REIT specializing in the ownership and management of office buildings ("EOP") and Capital Trust, a specialized finance company. HeWhite is a director ofFred Meyer, Inc., an owner and operator of supermarkets, Chart House Enterprises, Inc., an owner and operator of restaurants, Ramco Energy plc, an independent 62PART III oil company based in the United Kingdom, and TeleTech Holdings,Kelly Services, Inc., aprovidertemporary services firm, Kaydon Corporation, a manufacturer oftelephoneprecision engineered metal products, andcomputer based customer care solutions. Douglas Crocker II. Mr. Crocker IIa trustee of five mutual funds managed by Alger.Edward Lowenthal, 58, has been a Trustee
Chief Executive Officerof EQR since June 1997, shortly after the merger of Wellsford Residential Property Trust (“Wellsford”), a public multifamily property company, andPresident of the Company since March 1993.EQR on May 30, 1997 (the “Wellsford Merger”). Mr.Crocker is a director of Horizon Group Inc., an owner, developer and operator of outlet retail properties andLowenthal has been a director ofWRP,Wellsford Real Properties, Inc. (“WRP”), a publicly traded real estate merchant banking firm, since its formation in January 1997. Mr. Lowenthal was the President and Chief Executive Officer of WRP from its formation in January 1997 through March 2002, and was the President and Chief Executive Officer and a trustee of Wellsford from its formation in July 1992 until the Wellsford Merger. Mr. Lowenthal is also a director of Omega Healthcare, Inc., a public healthcare company, and Reis, Inc., a real estate analytic and market information firm. He is a Trustee of the Manhattan School of Music.Jeffrey H. Lynford, 55, has been a Trustee of EQR since June 1997, shortly after the Wellsford Merger. Mr. Lynford has been the Chief Executive Officer and President of WRP since April 2002, and Chairman of the Board and Secretary of WRP since its formation in January 1997. He had been the Chairman of the Board and Secretary of Wellsford from its formation in July 1992 until the Wellsford Merger. Mr. Lynford currently serves as a trustee emeritus of the National Trust for Historic Preservation. He is also a trustee of Polytechnic University, a trustee for Caramoor Center for Music and the Arts, and Chairman of the Board of the Eos Orchestra.
43
Incumbent Trustees with Terms Expiring in 2004
Douglas Crocker II, 62, was appointed as Vice Chairman of the Board of Trustees of EQR in January 2003. He was Chief Executive Officer and a Trustee from March 1993 to December 2002, and President of EQR from 1993 until Mr. Duncan’s appointment as President in March 2002. Mr. Crocker has been a director of WRP since June 1997, Ventas, Inc. (“Ventas”), a public real estate company focusing on the ownership and acquisition of health care properties, since November 1998, and Prime Group Realty Trust, a public office and industrial properties company, since September 2002. Mr. Crocker has been President and Chief Executive Officer of First Capital Financial Corporation
previously(“First Capital”), a sponsor of publiclimitedreal estate limited partnerships,("First Capital"),since December 1992, and a director of First Capital since January 1993. He was an Executive Vice President of Equity Financial and Management Company,("EF&M"),a subsidiary ofEGI,Equity Group Investments, Inc. (“EGI”), an owner, manager and financier of real estate and corporations, from November 1992 until March 1997, providing strategic direction and services forEGI'sEGI’s real estate and corporateactivities from November 1992 until March 1997. John W. Alexander.activities. Mr.AlexanderCrocker chairs and serves on boards or committees of various multi-family housing associations, including the National Multi-Housing Council and the Multifamily Council of the Urban Land Institute, and is a member of the Board of Governors of the National Association of Real Estate Investment Trusts.James D. Harper, Jr., 69, has been a Trustee of
the Company since May 1993 and is the President of Mallard Creek Capital Partners, Inc., an investment company with interests in real estate and development entities. He is also a partner of Meringoff Equities, a real estate investment and development company, and is a director of Jacor. Stephen O. Evans. Mr. Evans has been Executive Vice President - Strategic Investments and Trustee of the Company since December 23, 1997, the date of the EWR Merger. Prior to the EWR Merger, Mr. Evans served as the Chairman of the Board and Chief Executive Officer of EWR since its formation in May 1994. Mr. Evans founded Evans Withycombe, Inc., the predecessor of EWR, in 1977 and served as its Chairman of the Board and Chief Executive Officer from 1977 to 1994. Mr. Evans is a member of the National Multi-Housing Counsel, NAREIT, Lambda Alpha, a national land economic fraternity, and the Urban Land Institute. Henry H. Goldberg. Mr. Goldberg has been a Trustee of the Company since January 1995. Mr. Goldberg is Chairman of the Board, Chief Executive Officer and founder of The Artery Group, L.L.C., a diversified real estate company. Mr. Goldberg was the direct or indirect general partner (or an executive thereof) of four partnerships owning residential apartment communities and one commercial office building, each of which filed petitions under the Federal bankruptcy laws during 1993. Each of the partnerships is now out of bankruptcy through a reorganization plan agreed to by the project lender. Errol R. Halperin. Mr. Halperin has been a Trustee of the Company since May 1993. Mr. Halperin has been an attorney at Rudnick & Wolfe, a law firm, since 1979, serving as a senior partner and a member of such firm's policy committee since 1981, specializing in Federal income tax counseling and real estate and corporate transactions. 63PART III James D. Harper, Jr. Mr. Harper has been a Trustee of the CompanyEQR since May 1993. Mr. Harper is the President of JDH Realty Co., a real estate development and investment company, and is the principal partner in AH Development, S.E.and AH HA Investments, S.E., a special limitedpartnershipspartnership formed to develop over 400 acres of land in Puerto Rico. He is aTrusteetrustee ofEOP, and a director of Burnham PacificEquity Office PropertiesInc.Trust (“EOP”), aREIT that owns, develops and manages commercial real estate properties in California and American Health Properties, Inc.public office building company.Sheli Z. Rosenberg,
a REIT specializing in health care facilities. Mr. Harper is also a trustee of the Urban Land Institute. Edward Lowenthal. Mr. Lowenthal61, has been a Trustee ofthe CompanyEQR sinceJune 1997. Mr. LowenthalMarch 1993, and on December 6, 2002 was appointed as Lead Trustee. Ms. Rosenberg has beenthe President, Chief Executive Officer and directorVice Chairman ofWRP since its formation inEquity Group Investments, LLC (“EGI LLC”), an investment company, from January1997 and had been the President1, 2000 and Chief Executive Officer anda trusteePresident ofWellsford, a multifamily property REIT, since its formation in July 1992EGI LLC from January 1, 1999 to January 1, 2000. From November 1994 untilthe Wellsford Merger on May 30, 1997. Mr. Lowenthal is a director of United American Energy Corporation, a developer, owner and operator of hydroelectric and other alternative energy facilities, Corporate Renaissance Group, Inc., a mutual fund, Omega Healthcare, Inc., a healthcare REIT, and Great Lakes REIT, Inc., an office building REIT. He is also a member of the Board of Governors of NAREIT and a member of the New York bar. Jeffrey H. Lynford. Mr. Lynford has been a Trustee of the Company since June 1997. Mr. Lynford has been the Chairman of the Board, Secretary and Director of WRP since its formation in January 1997 and had been the Chairman of the Board and Secretary of Wellsford since its formation in July 1992 until the Wellsford Merger, and was the Chief Financial Officer of Wellsford from July 1992 until December 1994. Mr. Lynford currently serves as a trustee emeritus of the National Trust for Historic Preservation and as a director of five mutual funds: Cohen & Steers Total Return Realty Fund, Inc., Cohen & Steers Realty Shares, Inc., Cohen & Steers Realty Income Fund, Inc., Cohen & Steers Special Equity Fund, Inc. and Cohen & Steers Equity Income Fund, Inc. He is also a member of the New York bar. Sheli Z. Rosenberg.1999, Ms. Rosenberghashad beena Trustee of the Company since March 1993. Ms. Rosenberg isChief Executive Officer, President and a director ofEGI and wasEGI. Ms. Rosenberg had been a principal of the former law firm of Rosenberg & Liebentritt, P.C., a law firm ("R & L")from 1980 to 1997. Ms. Rosenberg is a trustee ofCapital Trust andEOP and is a director ofJacor, American Classic, MHC, Anixter,Capital Trust, Inc. (“Capital Trust”), a specialized finance company, Manufactured Home Communities, Inc. (“MHC”), a public manufactured home community company, Ventas, CVS Corporation, a drugstore chain,Illinois Power Co.Cendant Corporation, a provider of business and consumer services primarily within the real estate and travel sectors, and iDine Rewards Network Inc. (“iDine”),a supplieran administrator ofelectricity and natural gas in Illinois, and its parent holding company, Illinova Corp.loyalty-based consumer rewards programs.Gerald A.
Spector. Mr.Spector, 56, has been a Trustee and Executive Vice President ofthe CompanyEQR since March 1993 and Chief Operating Officer ofthe CompanyEQR since February 1995.Mr. Spector was TreasurerMichael N. Thompson, 54, has been a Trustee of EQR since October 19, 1998, the date of the merger of Merry Land & Investment Company,
from March 1993 through February 1995. From January 1973 until January 1996,Inc. (“Merry Land”), a public multifamily property company, into EQR (the “Merry Land Merger”). Mr.Spector was an officerThompson has been President, Chief Operating Officer and a director ofEF&M, most recently servingMerry Land Properties, Inc. (“MRYP”), a publicly traded diversified real estate company, since its formation asVice President from November 1994 through January 1996.part of the Merry Land Merger. Mr.Spector wasThompson served as Executive Vice President and Chief Operating Officer ofEF&MMerry Land fromSeptember 1990December 1996 until the Merry Land Merger, and as a Vice President of Merry Land from August 1992 until December 1996.Incumbent Trustees with Terms Expiring in 2005
John W. Alexander, 55, has been a Trustee of EQR since May 1993 and is the President of Mallard Creek Capital Partners, Inc., an investment company with interests in real estate, development entities and operating companies. He is also a partner of Meringoff Equities, a real estate investment and development company, and is a member of the International Council of Shopping Centers and the Urban
44
Land Institute.
Bruce W. Duncan, 51, has been President and a Trustee of EQR since March 2002 and was appointed Chief Executive Officer of EQR in January 2003. He was a private investor from April 2000 until joining EQR. Mr. Duncan served as Chairman, President and Chief Executive Officer of The Cadillac Fairview Corporation Limited, a real estate operating company, from December 1995 until its sale in March 2000. Mr. Duncan has been a director of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) since April 1999 and a trustee of the Starwood Hotels & Resorts, a real estate investment trust and a subsidiary of Starwood, since August 1995. Mr. Duncan has also been a member of the Partnership Committee of the Rubenstein Company, L.P., a real estate operating company focused on office properties in the Mid-Atlantic region, since February 2001. In addition, Mr. Duncan is on the Executive Committee of the National Multi-Housing Council, a member of the Urban Land Institute and a past trustee of the International Council of Shopping Centers.
Boone A. Knox, 66, has been a Trustee of EQR since October 19, 1998, the date of the Merry Land Merger. Mr. Knox had been a director of MRYP from its formation as part of the Merry Land Merger through
November 1994. FromFebruary 2001. Mr. Knox had been Chairman of the Board of Directors of Merry Land from December 1996 until the Merry Land Merger. Mr. Knox has served as Chairman of the Board of Directors of Regions Bank, Central Georgia since January1988 until1997, and has been a director of Cousins Properties, Incorporated, a public retail and office building company, since 1969, and of The InterCept Group, Inc., a technology products and services provider to financial institutions, since February 1998.Samuel Zell, 61, has been Chairman of the Board of EQR since March 1993. Since January
1996,1999, Mr.Spector was an officerZell has been Chairman of EGImost recently servingLLC. For more than five years prior to 1999, Mr. Zell had been Chairman of the Board of EGI. He is also Chairman of the Board of EOP, MHC, Capital Trust, Anixter International Inc., a provider of integrated network and cabling systems, Angelo & Maxie’s, Inc., an owner and operator of restaurants, Danielson Holding Corporation, a holding company with separate subsidiaries in the insurance and marine transportation industries, and iDine.Executive Officers
Bruce W. Duncan, Chief Executive Officer, President and a Trustee of EQR. See biographical information above.
Gerald A. Spector, Chief Operating Officer, Executive Vice President and a Trustee of EQR. See biographical information above.
J. Donald Couvillion, 48, has been Executive Vice President – Development since December 2001. From December 23, 1997, the date of the Evans Merger, to November 2001, he was Senior Vice President – Development of EQR. Mr. Couvillion served as Vice President – Project Management of Evans from
November 1994May 1995 through the Evans Merger.Leslie B. Fox, 44, has been Executive Vice President of EQR since October 1, 1999, the date of the merger of Lexford Residential Trust (“Lexford”), a public multifamily property company, into EQR (the “Lexford Merger”), and Chief Information Officer of EQR since January
1996. Mr. Spector2001. From October 1999 to December 2000, Ms. Fox was President – Lexford Division of EQR. Ms. Fox had been Executive Vice President and Chief Operating Officer ofEGILexford fromJanuary 1991 through January 1994. Barry S. Sternlicht. Mr. Sternlicht has been a Trustee of the Company since May 1993. Mr. Sternlicht is Chief Executive Officer and President of Starwood Capital Group, L.P., a privately owned real estate investment firm. Mr. Sternlicht is Chairman of the Board and Chief Executive Officer of Starwood Hotels & Resorts Trust, a REIT specializing in the ownership of hotels. Mr. Sternlicht is Chairman of the Board of Starwood Financial Trust, a mortgage REIT, and a director of U.S. Franchise Systems, a hotel franchise company, and Starwood Hotel & Resorts Worldwide, which manages hotels owned by Starwood Hotels & Resorts Trust. B. Joseph White. Mr. White has been a Trustee of the Company since May 1993. Mr. White is the Dean of the University of Michigan Business School. Mr. White is a director of Kelly Services, Inc., a temporary services firm, Gordon Food Service, Inc., a midwestern food distribution company, and the Cummins Engine Foundation, the philanthropic arm of Cummins Engine Co., a heavy duty engine manufacturer. 64PART III Richard G. Berry. Mr. Berry has been Executive Vice President-Development of the Company since the EWR Merger. Mr. Berry was a director of EWR since its formation in May 1994 until the EWR Merger and had been President and Chief Operating Officer of EWR from JanuaryDecember 1997 until theEWRLexford Merger.Mr. Berry hadAlan W. George, 45, has been Chief Investment Officer of EQR since January 2002 and an Executive Vice President
of EWRsinceMay 1994 until December 1997 and served as the ExecutiveFebruary 1997. Mr. George was Senior Vice President – Acquisitions ofEvans Withycombe, Inc., (the predecessor of EWR) from 1992 until 1994. Alan W. George. Mr. George has been Executive Vice President-Acquisitions of the Company since February 1997, Senior Vice President-Acquisitions of the CompanyEQR from December 1995 until February1997 and Vice President-Acquisitions and asset manager of the Company from December 1993 until December 1995. Mr. George was Vice President-asset management of Equity Assets Management, Inc. ("EAM")1997.Edward J. Geraghty,
a subsidiary of EGI providing real estate ownership services, from June 1992 to August 1993. Edward G. Geraghty. Mr. Geraghty has been Executive Vice President- Development and Asset Management since March 1, 1998. Mr. Geraghty was a Managing Director-Real Estate of The Travelers Insurance Company from January 1995 to March 1998. Mr. Geraghty was an officer of The Travelers Realty Investment Company, a subsidiary of The Travelers Insurance Company, from July 1989 to January 1995, most recently serving as an Executive Vice President from December 1992 to January 1995. Michael J. McHugh. Mr. McHugh53, has been Executive Vice President ofthe CompanyEQR since March 1998 and President – Eastern Division since April 1999. Mr. Geraghty was a Managing Director – Real Estate of45
The Travelers Investment Group, Inc. from June 1995 to March 1998.
Michael J. McHugh, 47, has been Executive Vice President of EQR since January 1998, and Chief Accounting Officer and Treasurer of
the CompanyEQR since February 1995. Mr. McHugh was Senior Vice President ofthe CompanyEQR fromNovember 1994February 1995 until January1998 and, from May 1990 until January 1995, Mr. McHugh was a Senior Vice President and Chief Financial Officer of First Capital.1998.David J.
Neithercut. Mr.Neithercut, 47, has been Executive Vice President and Chief Financial Officer ofthe CompanyEQR since February 1995.Mr. Neithercut had been Vice President--Financing of the Company from September 1993 until February 1995. Mr. Neithercut was a Senior Vice President--Finance of EGI from January 1995 until February 1995. He was a Vice President--Finance of EAM from October 1990 until December 1994.Gregory H.
Smith. Mr.Smith, 51, has been Executive VicePresident--Asset ManagementPresident ofthe CompanyEQR since December1994. Mr. Smith was a Senior Vice1994 and Presidentof Strategic Realty Advisors, Inc., a real estate and advisory company, from January 1994 until December 1994. Mr. Smith was employed at VMS Realty Partners, a sponsor of public and private real estate limited partnerships, from June 1989 until December 1993, most recently serving as First Vice President.– Central Division since April 1999.Bruce C.
Strohm. Mr.Strohm, 48, has been Executive Vice President and General Counsel ofthe CompanyEQR since March 1995 and Secretary of EQR since November 1995.Mr. Strohm was a Vice President of the Company from March 1993 through March 1995 and an Assistant Secretary of the Company from March 1995 through November 1995. Mr. Strohm was a Vice President of R & L from January 1988 to March 1995, most recently serving as a member of the firm's management committee. 65PART IIIFrederick C.
Tuomi. Mr.Tuomi, 48, has been Executive VicePresident--Property ManagementPresident ofthe CompanyEQR since January1994. Mr. Tuomi had been1994 and Presidentof RAM Partners, Inc., a subsidiary of Post Properties, Inc., a REIT, from March 1991 to January 1994. Pursuant to the Company's declaration of trust, the trustees are divided into three classes as nearly equal in number as possible, with each class having a term of three years.– Western Division since April 1999.Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Operating Partnership to report whether or not, based on its review of reports to the SEC filed by its more than 10% beneficial owners, about transactions in its OP Units furnished to the Operating Partnership, and the written
representationsrepresentation of its more than 10% beneficial owners that any such required reports were not filed or were filed untimely. There were no such failures to report or late reports during 2002.Item 11. Executive Compensation
Compensation Of Trustees
The following information is provided for the Board of Trustees (“Board”) of Equity Residential, general partner of the Operating Partnership.
During 2002, trustees who are not employees of the Company each received an annual fee of $45,000 for serving on the Board. Effective as of January 2003, the Company's Chairman, Mr. Zell, no longer receives this annual fee. In addition, trustees who served on the Executive, Compensation, Audit or Corporate Governance Committees received an additional $1,000 per year for each committee on which they served. This fee was increased as of January 2003 to $4,000 per year. The chair of the Audit Committee received an additional $4,000 per year (increased as of January 2003 to $11,000 per year), the chairs of the Compensation and Corporate Governance Committees each received an additional $4,000 per year (increased as of January 2003 to $6,000 per year), and the chair of the Executive Committee received an additional $500 per year (reduced as of January 2003 to $0). The Company also reimburses the trustees for travel expenses incurred in connection with their activities on behalf of the Company.
In January 2002, each trustee was also granted the right to receive options to purchase 10,000 Common Shares at the current market price on the grant date. These options vest in approximately equal installments of six months, one year and two years from the date of grant. Each trustee had the right to convert up to one-half of the grant of 10,000 options into restricted Common Shares as of the grant date, thereby reducing the number of options granted. The number of restricted shares awarded upon conversion was determined by dividing the total dollar value of the option grant being converted, using the same valuation criteria utilized in the Company’s annual employee option grants on the same date, by the closing price of EQR’s Common Shares on the grant date. The restricted shares vest in full on the third anniversary of the grant date. Distributions are paid on these restricted shares at the same rate as on unrestricted Common Shares.
46
Effective January 2003, in lieu of the annual 10,000 option grant, each trustee of the Company, excluding management trustees and the Company's Chairman, Mr. Zell, will receive an annual long-term incentive grant of $50,000 of options and restricted shares. This grant will be allocated between options and restricted shares in the same ratio as approved by the Board for the annual long-term incentive grants to the Company's executive officers, utilizing the same valuation criteria described above. For the February 2003 grants, the $50,000 grant was allocated 25% to options and 75% to restricted shares.
Because the Company's financial results were impacted during 2002, the trustees have voluntarily agreed to reduce their annual trustee compensation by approximately ten percent during 2003. Accordingly, each non-employee trustee's annual fee for 2003 will be reduced from $45,000 to $40,000 and the
Operating Partnership's 10% owners.annual long-term incentive grant of $50,000 will be reduced to $45,000.For trustees retiring from the Board or completing a scheduled term on the Board without re-nomination, vesting of all outstanding options and restricted shares granted as compensation for serving as a trustee is accelerated, and options may be exercised through the expiration of the exercise period (i.e., ten years from the grant date). Options and restricted share awards issued to Mr.
Sternlicht filedZell as Chairman are subject to the same vesting restriction upon retirement as other employees of the Company.In January 2002, Mr. White, Ms. Rosenberg and Errol R. Halperin, a
Form 4 lateformer trustee who served through the annual meeting of shareholders in May 2002, were also each granted $25,000 of long-term compensation and Messrs. Alexander, Evans, Harper and Lowenthal were each granted $10,000 of long-term compensation in recognition of the extraordinary time and effort they spent in the search for the new President of the Company. Each of these trustees had the right toreportelect to receive this long-term compensation as restricted shares or options or any combination thereof, utilizing theexchangesame valuation criteria described above for annual trustee compensation.Mr. Zell also receives restricted shares and options for his services as Chairman as described in “Employment Contracts and Change in Control Arrangements”below.
The Company has an optional deferred compensation plan in which trustees may participate. The trustees may defer receipt of
25,023 OP Units for 25,023any percentage of their annual cash compensation, which amount is then deposited in a supplemental executive retirement savings plan (the “SERP”) on a tax-deferred basis. These deferred funds may be used to purchase Common Shares under the Company’s 1996 Non-Qualified Employee Share Purchase Plan. Each trustee is allowed to begin withdrawals over a one to ten year period following termination of his or her trusteeship. The majority of the trustees have elected to join the deferred compensation plan and defer the taxation of all fees received. The trustees may also elect to defer receipt of their restricted shares to the SERP prior to the vesting of the shares. Non-employee trustees do not participate in the Company’s profit sharing plan or receive any matching contributions on any fees or restricted shares so deferred.Executive Compensation
The following tables show the compensation for Douglas Crocker II, the Chief Executive Officer as of December 31, 2002, Bruce W. Duncan, the President as of December 31, 2002 (and the Chief Executive Officer as of January 1, 2003) and the
distributionother three most highly compensated executive officers of Equity Residential, the general partner of the Operating Partnership.SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation
Awards
Payouts
Name and
Principal Position
Year
Salary(1)
Cash
Bonus(1)
Restricted
Share
Awards (3)
Number
of Options
Granted(4)
Long-Term
Incentive
Payouts(5)
All Other
Compensation(6)
Douglas Crocker II
2002
$
800,000
$
1,500,000
$
5,684,285
492,353
$
2,037,960
$
10,200
Chief Executive Officer
2001
800,000
1,100,000
3,946,334
730,794
1,179,644
11,900
2000
700,000
1,500,000
1,699,997
330,474
0
9,600
Bruce W. Duncan
2002
$
388,309
(2)
$
550,000
$
262,907
45,361
$
0
$
0
President
2001
—
—
—
—
—
—
2000
—
—
—
—
—
—
Gerald A. Spector
2002
$
550,000
$
200,000
$
1,960,974
170,444
$
1,022,040
$
10,200
Executive Vice President &
2001
550,000
500,000
1,594,588
364,742
716,199
11,900
Chief Operating Officer
2000
445,000
559,231
699,991
176,172
0
9,600
David J. Neithercut
2002
$
350,000
$
300,000
$
869,007
79,965
$
428,400
$
20,200
Executive Vice President &
2001
350,000
375,000
674,299
132,704
429,740
65,900
Chief Financial Officer
2000
300,000
450,000
274,992
65,282
0
63,108
Frederick C. Tuomi
2002
$
350,000
$
250,000
$
668,542
54,687
$
367,200
$
20,200
Executive Vice President &
2001
350,000
325,000
664,377
147,536
480,271
65,900
President – Western Division
2000
300,000
400,000
239,986
56,974
0
66,384
47
(1)Includes any compensation deferred under EQR’s deferred compensation plan. Cash bonuses are reported in the year earned, even if paid in a subsequent year.
(2) Mr. Duncan’s salary of $388,309 represents time worked from April 8, 2002, his first day of employment, through December 31, 2002. His annualized base salary for 2002 was $550,000.
(3)The dollar amount shown equals the number of restricted shares granted in each year, multiplied by the fair market value of the Common Shares on the grant date. These shares vest upon completion of three years of continuous employment following the grant date, with the exception of restricted shares issued in connection with the termination of the 1998 performance share grants, which vest in equal installments over three years. The valuations do not take into account the diminution in value attributable to the restrictions applicable to the Common Shares. Distributions are paid on restricted shares at the same rate as on unrestricted Common Shares. The total number of restricted Common Shares awarded to each named executive officer for 2002, 2001 and 2000, respectively, were: Mr. Crocker – 207,278, 149,326 and 80,712; Mr. Duncan – 9,072, 0 and 0; Mr. Spector – 71,663, 60,262 and 33,234; Mr. Neithercut – 31,743, 25,626 and 13,056; and Mr. Tuomi – 24,438, 25,252 and 11,394.
The number and value ($24.58 per share) of the restricted share holdings of each executive officer listed above at December 31, 2002 were as follows:
Name
Number of Restricted
Common Shares
Value at
December 31, 2002
Douglas Crocker II
406,986
$
10,003,716
Bruce W. Duncan
9,072
222,990
Gerald A. Spector
149,185
3,666,967
David J. Neithercut
62,675
1,540,552
Frederick C. Tuomi
52,676
1,294,776
(4)Shares underlying options are reported in the year granted.
(5)The dollar amount shown reflects the fair market value of vested shares, valued at $27.20 each as of the date of issuance in January 2002 under the 1999 performance share grants. Each executive earned 225% (of a maximum 225%) of the target number of shares based on the Company’s financial performance during the 1999 – 2001 performance period. Fifty percent of the shares issued vested upon issuance with the balance issued as restricted shares vesting equally in January 2003 and January 2004. These restricted shares are reflected in the Restricted Share Awards column. The total number of vested shares awarded to each named executive was: Mr. Crocker – 74,925; Mr. Duncan – 0; Mr. Spector – 37,575; Mr. Neithercut – 15,750; and Mr. Tuomi – 13,500.
(6)Principally includes employer matching and profit-sharing contributions to EQR’s 401(k) Plan. This column also reflects the dollar value of premiums paid for the purchase of split-dollar life insurance policies for the following executives: Mr. Neithercut: 2002 - $10,000, 2001 - $54,000 and 2000 – $53,508;and Mr. Tuomi: 2002 - $10,000, 2001 - $54,000 and 2000 – $56,784. While the executive is the owner of such policy, upon the executive’s death, the Company will receive from the death benefits all premiums paid by it on the executive’s behalf, plus 10% interest per annum on such premium payments for up to the first 10 years of such payments (collectively, “Company Premiums”), and the executive’s beneficiary will receive the balance of the death benefits. In addition, the executive is entitled to 50% of the cash surrender value of the policy at age 62, and 50% at age 65. Upon termination of employment prior to age 62, the executive must borrow against the policy or partially surrender the policy in an amount sufficient to repay the Company Premiums to the Company.
48
OPTION GRANTS IN 2002
Name
Number of
Options
Granted(1)
% of Total
Options
Granted to
Employees
Exercise
Price Per
Share
Expiration
Date
Grant Date
Present Value(2)
Douglas Crocker II
482,353
25.44
%
$
27.20
1/18/12
$
1,312,000
10,000
0.53
%
27.20
1/18/12
27,200
Bruce W. Duncan
41,361
2.18
%
28.98
3/14/12
119,947
4,000
0.21
%
28.98
3/14/12
2,900
Gerald A. Spector
165,444
8.73
%
27.20
1/18/12
450,008
5,000
0.26
%
27.20
1/18/12
13,600
David J. Neithercut
79,965
4.22
%
27.20
1/18/12
217,505
Frederick C. Tuomi
54,687
2.88
%
27.20
1/18/12
148,749
(1) All options are granted at the fair market value of the Common Shares at the grant date. Options granted have a term of not more than ten years from the grant date and vest in equal installments over three years, except for the 10,000, 4,000 and 5,000 options granted to the respective trustees, which vest in three equal installments six months, twelve months and twenty-four months from the grant date.
(2) The estimated present value at grant date of option grants in 2002 has been calculated using the Black-Scholes option pricing model based on the following assumptions: an estimated time until exercise of 7 years, a volatility of 20.8%, a risk-free interest rate of 4.55% and a dividend yield of 6.46%. The real value of these options depends on the actual performance of EQR’s Common Shares during the applicable period and upon when options are exercised. No gain to the optionee is possible without an increase in Common Share price, which would benefit all shareholders as well.
OPTION EXERCISES IN 2002
AND YEAR-END OPTION VALUES
Name
Number of
Shares
Acquired
Upon
Exercise
Value
Realized
Upon
Exercise(1)
Number of
Unexercised
Options at
Dec. 31, 2002
Value of
Unexercised
Options at
Dec. 31, 2002(2)
Exercisable
Unexercisable
Exercisable
Unexercisable
Douglas Crocker II
463,334
$
4,020,288
1,295,581
1,079,706
$
3,768,445
$
375,757
Bruce W. Duncan
0
n/a
1,333
44,028
0
0
Gerald A. Spector
56,667
504,909
702,362
463,996
1,471,084
194,838
David J. Neithercut
0
n/a
512,001
190,196
2,394,933
76,544
Frederick C. Tuomi
0
n/a
252,160
172,037
482,119
66,804
(1) Represents the market value of a Common Share on the exercise date less the exercise price of the option.
(2) Represents the market value of a Common Share at December 31, 2002 ($24.58) less the exercise price of in-the-money options.
Long-Term Incentive Plan Awards
The table set forth below identifies the target number of performance units awarded in 2002 and January 2003 for services rendered during 2002. 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 units. The owners of performance units have no right to vote, receive dividends or transfer the units until Common Shares are issued in exchange for the units. The number of Common Shares the executive actually receives
49
on the third anniversary of the grant date will depend on the excess, if any, by which the Company’s Average Annual Return (i.e., the average of the Common Share dividends declared during each year as a percentage of the Common Share price as of the first business day of January 2003 ($25.06), and for a portion of Mr. Duncan’s awards, the first business day of January 2002 ($28.75), and the average percentage increase in funds from operations (“FFO”) for each calendar year on a per share basis over the prior year) for the three performance years exceeds the average of the 10-year Treasury Note interest rate as of the first business day in January of each performance year (the “T-Note Rate”).
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 will receive Common Shares equal to the target number of units times the following:
0%
50%
100%
115%
135%
165%
190%
225%
Fifty percent of the Common Shares to which an executive may be entitled under the performance share grants will vest, subject to the executive’s continued employment with the Company, on the third anniversary of the award (which will be the date the Common Shares are issued); twenty-five percent will vest on the fourth anniversary and the remaining twenty-five percent will vest on the fifth anniversary. The Common Shares will also fully vest upon the executive’s death, retirement at or after age 62, disability or upon a change in control of the Company.
LONG-TERM INCENTIVE PLAN AWARDS IN 2002
Name
Number of Target Units
Performance Period
Douglas Crocker II
0
n/a
Bruce W. Duncan
4,595
1-01-2002 – 12-31-2004
6,985
1-01-2003 – 12-31-2005
Gerald A. Spector
13,163
1-01-2003 – 12-31-2005
David J. Neithercut
6,476
1-01-2003 – 12-31-2005
Frederick C. Tuomi
5,096
1-01-2003 – 12-31-2005
Employment Contracts And Change In Control Arrangements
Employment Contracts. The Company entered into a Compensation Agreement with Mr. Crocker in April 2002 relating to services to be provided by Mr. Crocker for the 2002 calendar year and for certain post-retirement obligations of the Company. Mr. Crocker received an annual salary during 2002 of $800,000 and a fixed cash bonus, payable in early 2003, of $1,500,000. Mr. Crocker also received an option grant in January 2002, priced at the fair market value of the Company’s Common Shares as of the grant date, in a maximum number of 450,000 options. The exact number of options, ranging from zero to 450,000, was to be determined by the Board in its sole discretion following Mr. Crocker’s retirement as Chief Executive Officer. In February 2003, the Board granted Mr. Crocker 225,000 options (of the maximum 450,000), which vested in full upon the Board’s determination.
Mr. Crocker also received in February 2003, for services rendered in 2002, an option award in the fixed dollar amount of $1,400,000 and a restricted share award in the fixed dollar amount of $3,600,000. The 736,842 options granted was determined by dividing $1,400,000 by the fair market value of each option using the same valuation criteria utilized by the Company’s Compensation Committee in its annual employee option grants made as of the same date. The options are granted at the
50
fair market value of the Company’s Common Shares at the date of grant, are granted for a period of ten years and vested immediately upon grant due to Mr. Crocker’s retirement as Chief Executive Officer as of January 1, 2003. The 152,867 restricted shares granted were determined by dividing $3,600,000 by the closing price of Common Shares of the Company on the grant date ($23.55). The restricted shares also vested in full on the grant date.
The Company will also provide Mr. Crocker with appropriate office space and office support services, together with reimbursement of certain industry organization dues and related travel expenses, for the two-year period following Mr. Crocker’s retirement as Chief Executive Officer of the Company.
Mr. Duncan was appointed President and a Trustee of the Company effective as of March 14, 2002. Under the terms of the employment letter entered into by the Company and Mr. Duncan in March 2002 (and amended February 2003), he is entitled to an annual salary in 2002 of $550,000 and a 2002 cash bonus of $750,000, which Mr. Duncan voluntarily decreased to $550,000. Mr. Duncan also received the following long term compensation awards for services rendered during 2002: 41,361 options, 8,272 restricted shares and 4,595 performance share units as of March 14, 2002; and 168,820 options, 35,644 restricted shares and 6,985 performance share units as of February 7, 2003. These long-term compensation awards vest on the same terms as described in the Executive Compensation section.
The Company and Mr. Duncan also entered into an Employment Agreement in January 2003 reflecting Mr. Duncan’s appointment as President and Chief Executive Officer as of January 1, 2003. The term of the agreement is four years from January 1, 2003 until December 31, 2006, with annual one-year extensions thereafter unless terminated by either party upon 90 days notice. Mr. Duncan’s base annual salary is $750,000, subject to periodic increases in the Board’s discretion. His target cash bonus is 144% of base salary, or $1,080,000. His target long-term incentive annual grant of options, restricted shares and performance shares is 246% of annual cash compensation, or $4,500,000. The “target” criteria for achievement of Mr. Duncan’s bonus and long-term incentive awards will be determined using the same criteria utilized by the Compensation Committee for achievement of target bonuses and long-term incentive awards for the Company’s other senior executives.
Mr. Duncan’s employment agreement provides that upon his termination of employment for any reason (other than having left the Company voluntarily without good reason or as a result of termination for cause or a Change in Control (see definition below)), he would receive the following benefits:
• All his options, restricted shares and performance share units would vest in full, with the performance share units vesting at the greater of the 100% level or the performance level achieved through the date of termination. He would have the balance of the 10-year option period to exercise any vested options.
• He would receive a severance payment equal to two and one-half times his current annual salary and two and one-half times the average of the prior two years’ cash bonuses (or two and one-half times the current year’s target bonus if termination occurs prior to the payment of both the 2003 and 2004 calendar year bonuses), unless his employment is terminated due to his death or disability, in which case he would receive only the proceeds payable under the Company’s standard employee life insurance and disability programs.
• He would receive a prorated cash bonus (based on the number of days in the calendar year worked) equal to the prior year’s bonus, as well as any accrued unpaid base salary, accrued unreimbursed expenses and benefits, and his accrued unpaid bonus, if any, for the prior year.
Upon Mr. Duncan’s continuous employment with the Company through December 31, 2006, he will be deemed to have sufficient years of service for retiree eligibility under all Company incentive and benefit plans, (specifically excluding Mr. Duncan’s Deferred Compensation Agreement and his Retirement Benefits Agreement, which will remain in effect thereafter in accordance with their terms),
51
including continued exercisability of share options at the most senior tier upon a termination of employment, but not less than the lesser of five years or the remaining term of the grant. Mr. Duncan also receives five weeks of vacation and a Company paid non-golf club membership and may maintain two additional for-profit directorships. The Company also has agreed to renominate Mr. Duncan for reelection to its Board of Trustees as long as he is the Chief Executive Officer of the Company. In accordance with the Company’s policy, Mr. Duncan has agreed to submit his resignation as trustee upon the termination of his employment with the Company for any reason.
The Company entered into a Compensation Agreement with Mr. Zell in October 2001 (as amended in March 2003) for services provided by Mr. Zell as Chairman of the Board for the calendar years 2001, 2002 and 2003, which entitles Mr. Zell to an annual long-term incentive grant of $3,250,000 of options and restricted shares. Mr. Zell is also responsible for his own business related expenses. The first award under this agreement was made in January 2002 for services rendered during 2001 and consisted of an option award in the dollar amount of $1,625,000 and a restricted share award in the dollar amount of $1,625,000. Subject to Mr. Zell’s continuing service as the Company’s Chairman, effective as of the February 2003 grant, his annual long-term incentive grant of $3,250,000 shall be allocated between options and restricted shares in the same ratio as approved by the Board for the annual long-term incentive grants to the Company’s executive officers, utilizing the same valuation criteria described below. For the February 2003 grant, the $3,250,000 was allocated 25% to options and 75% to restricted shares.
The number of options granted is determined by dividing the dollar amount allocated to options by the fair market value of each option using the same valuation criteria utilized by the Company’s Compensation Committee in its annual employee option grants made as of the same date. The options are granted at the fair market value of the Company’s Common Shares at the date of grant, are granted for a period of ten years and vest over a period of three years at a rate of one third of such grant each year. The number of restricted shares granted is determined by dividing the dollar amount allocated to restricted shares by the closing price of Common Shares of the Company on the grant date. The restricted shares vest in full on the third anniversary of the grant date. Distributions are paid on these restricted shares at the same rate as on unrestricted Common Shares.
The Company also entered into a Retirement Benefits Agreement with Mr. Zell in October 2001. The Retirement Benefits Agreement provides Mr. Zell with a cash retirement benefit after the termination of his service as Chairman of the Board. If Mr. Zell’s employment as Chairman is terminated for any reason, other than by the Company for cause, or by Mr. Zell without good reason prior to age 62, he (or his estate in the event of his death) will be entitled to an annual retirement benefit of $500,000 (as increased by a CPI index from January 2002 through the termination date) over a ten year period commencing on the termination date. Should Mr. Zell be terminated for cause, or should he choose to resign voluntarily as Chairman without good reason prior to age 62, he would not be entitled to any such retirement benefit.
Deferred Compensation Agreements. The Company has entered into Deferred Compensation Agreements with Messrs. Crocker, Duncan and Spector. Mr. Crocker’s Deferred Compensation Agreement, entered into in 1996, as most recently amended in January 2002, provides Mr. Crocker with a salary benefit after the termination of his employment with the Company. Effective as of Mr. Crocker’s retirement as Chief Executive Officer as of January 1, 2003, Mr. Crocker (or his estate in the event of his death) is entitled to annual deferred compensation in an amount equal to $812,640, payable in bi-weekly installments, for a ten year period commencing on January 1, 2003.
Mr. Duncan’s Deferred Compensation Agreement, entered into in January 2003, provides Mr. Duncan with a salary benefit after the termination of his employment with the Company. If Mr. Duncan’s employment is terminated by the Company without cause, Mr. Duncan resigns for good reason, or Mr. Duncan resigns for any reason on or after December 31, 2006, he would be entitled to annual deferred compensation for a ten-year period commencing on the termination date (or age 62 if Mr.
52
Duncan resigns without Good Reason between December 31, 2006 and December 31, 2011) in an amount equal to $750,000 (increased by a CPI Index from January 2003 through the termination date), multiplied by a percentage equal to 10% per each year since March 15, 2002, but not to exceed 100%. In the event Mr. Duncan’s employment is terminated as a result of his death, permanent disability or incapacity, he would be entitled to a similar amount except that the annual percentage would be 15%, not 10%. Should Mr. Duncan be terminated for cause or should he choose to leave voluntarily, without good reason, prior to December 31, 2006, he would not be entitled to any deferred compensation.
Mr. Spector’s Deferred Compensation Agreement, entered into in 1996, as most recently amended in January 2002, provides Mr. Spector with a salary benefit after the termination of his employment with the Company. If Mr. Spector’s employment is terminated by the Company without cause, Mr. Spector resigns for good reason, or Mr. Spector resigns for any reason on or after January 1, 2009, he would be entitled to annual deferred compensation for a ten-year period commencing on the termination date in an amount equal to $550,000 (increased by a CPI Index from January 2002 through the termination date), multiplied by a percentage equal to 6.67% per each year since December 31, 1993, but not to exceed 100%. In the event Mr. Spector’s employment is terminated as a result of his death, permanent disability or incapacity, he would be entitled to a similar amount except that the annual percentage would be 10%, not 6.67%. Should Mr. Spector be terminated for cause or should he choose to leave voluntarily, without good reason, prior to January 1, 2009, he would not be entitled to any deferred compensation.
Share Distributions Agreement. In January 1996, Mr. Crocker was issued options to purchase 200,000 Common Shares, which options vested over a three-year period and are effective for ten years. The Company entered into a Share Distributions Agreement with Mr. Crocker with respect to such options in 1996. Pursuant to the terms of this agreement, upon the exercise of any of these options, Mr. Crocker is entitled to a cash payment in an amount equal to the total amount of Common Share distributions that would have been paid upon the exercise of such Common Shares had he owned them for the period from January 18, 1996 until the date of the exercise of the options. This agreement is not affected by Mr. Crocker’s death or termination of employment with the Company.
Change in Control Agreements. The Company has Change in Control/Severance Agreements (the “Agreements”) with the persons named in the Summary Compensation Table and other key employees of the Company that become effective upon either a “Change in Control” or termination of employment within three years following the appointment of Mr. Duncan as Chief Executive Officer. A Change in Control will generally be deemed to have occurred upon a third party’s acquisition of 30% or more of the
beneficial owners thereof. Item 11.Company’s Common Shares, whether through purchase, merger or consolidation or a sale of all or substantially all of the assets of the Company. In the event that an employee is dismissed without Cause or resigns for Good Reason (as such terms are defined in the Agreements) during the three-year period following either the effective date of the Change in Control or, for all executives other than the Chief Executive Officer, the hiring of a new Chief Executive Officer, he or she will be entitled to all accrued but unpaid compensation and benefits in a lump sum cash payment consisting of the employee’s base salary through the date of termination, and a severance payment equal to a multiple (ranging from 3.0 for the CEO to 2.0 for other executive officers) of the employee’s annual base salary plus the average of the employee’s annual bonus for the last three fiscal years. The employee is also entitled to continued employee welfare benefits for the remainder of the applicable time period. Several of the Company’s employment benefit plans also provide for enhanced employee benefits upon a “Change in Control” of the Company. In general, upon a Change in Control, all options, restricted shares and performance shares immediately vest.Retirement Benefits Agreements. The Company has entered into Executive Retirement Benefits Agreements with the persons named in the Summary Compensation Table and other executive vice presidents of the Company. These agreements provide that, if after reaching age 62 or older, either the executive retires from the Company or is terminated as a result of a Change in Control, the executive will be eligible to receive health and life benefits for the remainder of his or her life as any regular active
53
employee. These benefits will be offered at the same rates as would be paid by an active employee for like coverage and subject to increase as any other active employee. Upon Mr. Crocker’s retirement as of January 1, 2003, his agreement took effect.
Compensation Committee Interlocks And Insider Participation
The
Operating Partnership does not have any executive compensation. Information concerningCompensation Committee members are Sheli Z. Rosenberg (Chair), John W. Alexander and James D. Harper, Jr. No member of theEquity Residential Properties Trust's executive compensationCompensation Committee iscontained in its definitive proxy statement relating toa past or present officer or employee of the1998 Annual MeetingCompany. For a description ofShareholders to be held on May 14, 1998, which proxy statement is incorporated herein by reference. 66certain transactions between the Company and Compensation Committee members or their affiliates, see “Certain Relationships and Related Transactions.” Item 12. Security Ownership of Certain Beneficial Owners and Management
PART IIIThe following table sets forth information, as of
March 1, 1998, (except as otherwise indicated in the footnotes)January 31, 2003, regarding the beneficial ownership of the OP Units by each person known by the Operating Partnership to be the beneficial owner of more than five percent of the OperatingPartnership'sPartnership’s outstanding OP Units, and in addition, each trustee of the Company,theits five most highly compensated executive officersof the Company,at year end, and by all trustees and executive officers of the Company as a group. Each person named in the table has sole voting and investment power with respect to all OP Units shown as beneficially owned by such person, except as otherwise set forth in the notes to the table.In addition, the table also sets forth information, as of January 31, 2003, regarding each such person’s (other than EQR) beneficial ownership of EQR Common Shares, including Common Shares that may be acquired within 60 days through the exercise of options.
OP Units Beneficially Owned ------------------------- Name and Business Percent Address of Beneficial Owner Amount of Class - ------------------------------------------ -------------- --------Samuel Zell and Ann Lurie and entities controlled by or established for the benefit of Samuel Zell and/or Ann Lurie (1) 3,436,060 (2) 3.23% Douglas Crocker II (1) -- * Bruce C. Strohm (1) -- * Gregory H. Smith (1) -- * Gerald A. Spector (1) 1,683 * Frederick C. Tuomi (1) -- * John W. Alexander (3) -- * Stephen O. Evans (4) 904,066 * Henry H. Goldberg (5&6) 387,139 (6) * Errol R. Halperin (7) -- * James D. Harper Jr. (8) -- * Sheli Z. Rosenberg (1) (9) 1,528 * B. Joseph White (10) -- * Barry S. Sternlicht (11) 1,831,943 (11) 1.74% Equity Residential Properties Trust (1) 95,790,005 90.90% All trustees and executive officers of the 5,657,684 5.37% Company as a group including the above- named persons (21 persons)
Name
Number of
EQR
Common Shares(1)
EQR
Shares
Upon
Exercise of
Options(2)
Total(1)
Percent of
EQR
Common Shares(1)
Number of
OP Units
Percent of
OP Units
Equity Residential (2 N. RiversidePlaza, Chicago, IL 60606)
—
—
—
—
271,671,082
92.42
%
Samuel Zell
6,615,752
(3)
1,929,209
8,544,961
3.07
%
4,863,502
1.76
%
Douglas Crocker II
1,164,516
(4)
2,365,287
3,529,803
1.29
%
—
—
Bruce Duncan
58,484
(5)
1,333
59,817
*
44,794
*
John W. Alexander
49,012
74,561
123,573
*
—
—
Stephen O. Evans
1,633,438
(6)
13,336
1,646,774
*
1,503,778
*
James D. Harper, Jr.
25,147
90,004
115,151
*
—
—
Boone A. Knox
3,238,606
(7)
30,002
3,268,608
1.20
%
—
—
Edward Lowenthal
217,564
(8)
10,002
227,566
*
—
—
Jeffrey H. Lynford
97,936
20,002
117,938
*
—
—
Sheli Z. Rosenberg
275,285
(9)
317,486
592,771
*
3,056
*
Gerald A. Spector
628,461
(10)
866,148
1,494,609
*
2,276
*
Michael N. Thompson
209,511
(11)
30,002
239,513
*
—
—
B. Joseph White
21,116
68,002
89,118
*
—
—
David J. Neithercut
143,260
(12)
582,985
726,245
*
—
—
Frederick C. Tuomi
101,706
316,893
418,599
*
—
—
Trustees and Executive Officers as a Group (22 persons)
15,183,900
(13)
7,998,767
23,182,667
8.11
%
6,417,406
2.31
%
* Less than 1%
67PART III.54
(1)
The business address for each of these entities and individuals is Two North Riverside Plaza, Chicago, Illinois 60606. (2) Includes 3,436,060In accordance with SEC regulations, assumes that all OP Unitsdeemed to be owned beneficiallyheld byMr. Zell and Ms. Lurie because Mr. Zell and Ms. Lurie control or share controlthe person are exchanged for Common Shares, that none ofpower to vote and invest suchthe OP Unitseither asheld by other persons are so exchanged, and that no options to acquire Common Shares held by other persons are exercised. OP Units are exchangeable on a one-for-one basis into Common Shares. Certain of theindirect majority shareholderEQR Common Shares reflected in the table are restricted shares subject to vesting requirements.(2)Reflects Common Shares, which may be acquired within 60 days after January 31, 2003 through the exercise of
a corporation or a corporate general partner or as a general partner. However,share options.(3)Includes 4,863,502 OP Units. Also includes 60,000 Common Shares beneficially owned by the Zell Family Foundation. Mr. Zell disclaims beneficial ownership of
1,541,9661,141,988 Common Shares (including the 60,000 Common Shares held by the Zell Family Foundation and assuming the exchange of 1,081,988 OPUnitsUnits) because the economic benefits with respect to suchOP Units,Common Shares are attributable toothers. Ms.other persons. EGIL Investments, Inc. has beneficial ownership of 1,074,512 OP Units. Under a stockholder’s agreement dated December 31, 1999 among certain Zell family trusts and certain Luriedisclaimsfamily trusts, the Zell trusts have the power to vote and to dispose of1,894,763the Common Shares and OP Unitsbecausebeneficially owned by EGI Holdings, Inc. and theeconomic benefits, with respectLurie trusts have the power tosuchvote and to dispose of the Common Shares and OP Unitsare attributablebeneficially owned by EGIL Investments, Inc.(4)Includes 17,650 Common Shares beneficially owned by Mr. Crocker’s spouse, as to
others. (3)which Mr.Alexander's business address is c/o Mallard Creek Capital Partners, 229 North Church Street, Suite 200 - Box E, Charlotte, North Carolina 28202. (4)Crocker disclaims beneficial ownership. Also includes 350,000 Common Shares beneficially owned by MWC 1993 Trust under trust agreement dated September 13, 2002 (“MWC”), as to which Mr. Crocker disclaims beneficial ownership. Thebusiness addresstrust was created for the benefit of Mr. Crocker’s children.(5)Includes 44,794 OP Units beneficially owned by The Bruce W. Duncan Revocable Trust, of which Mr. Duncan serves as the trustee.
(6) Includes 100,000 Common Shares and 35,550 OP Units beneficially owned by The Evans Family Limited Liability Company, of which Mr. Evans
is c/oserves as the manager. Also includes 10,600 Common Shares beneficially owned by The EvansWithycombe Residential, Inc., 6991 East Camelback Road, Suite A200, Scottsdale, Arizona 85251. (5) The business address forCharitable Foundation, a not-for-profit corporation, of which Mr.Goldberg is c/o Artery Properties, Inc. Artery Plaza West, 4733 Bethesda Avenue, Suite 400, Bethesda, Maryland 20814. (6) Includes 48,078Evans serves as Chairman. Also includes four OP Unitsheldbeneficially owned by The Evans Family Revocable Trust, of which Mr.Goldberg's spouse.Evans serves as the Trustee. As such, Mr. Evans may be deemed the beneficial owner of all the foregoing Common Shares and OP Units. Also includes75,7141,468,224 OP Unitsheldbeneficially owned byGGL Investment Partners #1 ("GGL"limited partnerships, (collectively, the “EW LPs”),a Maryland general partnership.of which Mr.Goldberg isEvans serves as a general partner and has a 50% ownership interest. As such, Mr. Evans may be deemed the beneficial owner ofGGL with a 66.67% percentage interest.approximately 50% of the Common Shares and OP Units beneficially owned by the EW LPs. Mr.GoldbergEvans disclaims beneficial ownership of the other 50% interest in such Common Shares and OP Units,heldwhich are beneficially owned by other persons.(7) Includes 2,347,898 Common Shares beneficially owned by Knox, Ltd., of which Mr. Knox is the general partner, and includes 6,774 Common Shares beneficially owned by BT Investments, of which Mr. Knox is the managing partner. Mr. Knox disclaims beneficial ownership of the Common Shares owned by Knox, Ltd. and BT Investments, except to the extent of his pecuniary interest in 230,232 Common Shares. Also includes 6,228 Common Shares beneficially owned by Mr. Knox’s spouse and
33.33%848 Common Shares beneficially owned by Mr. Knox, not individually, but as custodian for his niece and nephew, as to all of which Mr. Knox disclaims beneficial ownership. Also includes 359,678 Common Shares beneficially owned by the Knox Foundation, of which Mr. Knox is the trustee. Mr. Knox disclaims beneficial ownership of theOP Units heldCommon Shares owned byGGL. (7)the Knox Foundation. Also includes 335,892 Common Shares beneficially owned by Folkstone Limited Partnership (“FLP”), of which Mr.Halperin's business address is Rudnick & Wolfe, 203 North LaSalle Street, Suite 1800, Chicago, Illinois 60601. (8) Mr. Harper's business address is JDH Realty Company, 3250 Mary Street, Suite 206, Coconut Grove, Florida 33133. (9) Ms. RosenbergKnox is atrustee or a co-trustee forgeneral partner. Mr. Knox disclaims beneficial ownership of thebenefitCommon Shares owned by FLP except to the extent55
of his pecuniary interest therein.
(8) Includes 49,904 Common Shares beneficially owned by Mr. Lowenthal’s spouse, as to which Mr. Lowenthal disclaims beneficial ownership. Also includes 9,800 Common Shares beneficially owned by The Lowenthal Family Foundation. Mr. Lowenthal is the chairman of The Lowenthal Family Foundation and disclaims beneficial ownership of the Common Shares.
(9) Includes 52,400 Common Shares beneficially owned by Ms.
Lurie and her family and certain trusts for the benefits of Mr. Zell and his family and accordingly may be deemedRosenberg’s spouse, as tocontrol or share control or share the power to vote and invest OP Units attributable to Samuel Zell and Ann Lurie.which Ms. Rosenberg disclaims beneficialownership of allownership. Also includes 3,056 OPUnitsUnits.(10) Includes 245,514 Common Shares beneficially owned by
trustsMr. Spector’s spouse, and 5,941 Common Shares beneficially owned by Mr. Spector as custodian for his minor children, as to all of whichshe is a trustee or co-trustee. 68PART III (10)Mr.White's business address is Office of the Dean, School of Business Administration, University of Michigan, 701 Tappen, Ann Arbor, Michigan 48109. (11) The business address for Mr. Sternlicht is Three Pickwick Plaza, Suite 250, Greenwich, Connecticut 06830. Mr. Sternlicht may be deemed to be theSpector disclaims beneficialowner of these 1,831,943 OP Units because each controls or shares control of the power to vote and invest theownership. Also includes 2,276 OP Units.However,(11)Includes 173,290 Common Shares beneficially owned by Deep South Investments, Ltd., of which Mr.
SternlichtThompson is general partner. Mr. Thompson disclaims beneficial ownership of1,555,955 OP Units.the shares except to the extent of his pecuniary interest therein.(12) Includes 9,974 Common Shares beneficially owned by Benemi Partners, L.P., of which Mr. Neithercut is general partner.
(13)Does not include 4,400 Series C Preferred Shares held by one executive officer.
Item 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others
Pursuant to the terms of the partnership agreement for the Operating Partnership, the Operating Partnership is required to reimburse
the CompanyEQR for all expenses incurred bythe CompanyEQR in excess of income earned bythe CompanyEQR through its indirect 1% ownership of variousFinancing Partnerships.entities. Amounts paid on behalf ofthe CompanyEQR are reflected in the ConsolidatedStatementStatements of Operations as general and administrative expenses.During 1997, certain related entities provided services(b) Certain Business Relationships
In August 1995, the Company acquired from an unaffiliated third party a portfolio of 21 individual second and third mortgage loans encumbering 21 properties containing a total of 3,896 apartment units (the “Portfolio”). The Company purchased the mortgage loans for $88 million representing a $13 million discount to the
Operating Partnership and$101 million outstanding balance. These mortgage loans were subordinate to existing first mortgage indebtedness on theCompany. These included, but were not limited to, Rosenberg & Liebentritt, P.C., which provided legal services; Greenberg & Pociask, Ltd., which provided tax and accounting services; and First Capital Financial Corporation, which provided accounting services. Fees paid to Rosenberg & Liebentritt, P.C., of which Ms. Rosenberg was a principal through September 1997, amounted to approximately $1.3 million for the year ended December 31, 1997. Fees paid to the other affiliates mentioned above amounted in the aggregate to approximately $22,600 for the year ended December 31, 1997. In addition, The Riverside Agency, Inc., which provided insurance brokerage services, was reimbursed loss claimsproperties in the amount of$0.3 million$157 million. The Company also acquired approximately 39% of the equity ownership in the properties for $300,000. As of the acquisition date and continuing through the date of this filing, the Company could not purchase the remaining 11% of the equity ownership offered for sale because of pre-existing tax protection agreements for theyear endedbenefit of the unaffiliated partners owning the remaining 50% of the equity ownership in the properties. Accordingly, at the request of the Company to assist it in concluding the acquisition, Mr. Zell agreed to purchase the remaining 11% equity ownership available for sale and caused EGI to purchase less than a 1% general partner interest therein, for a total of approximately $68,000. The Company’s Audit Committee approved these purchases at the time of the transactions.In July 2001, the Portfolio’s first mortgage indebtedness and a portion of its second and third mortgage indebtedness were refinanced with an unaffiliated lender. This refinancing allowed the Company to acquire EGI’s general partner interest therein, which it did acquire for $8,800, the estimated value of the interest. In December
31, 1997. As2001, Mr. Zell made a charitable donation to local charities ofDecember 31, 1997, no amountshis remaining equity ownership interests in the Portfolio, subject to his receipt of the distribution described56
below. The Company has a right to purchase these interests from the charities for their fair market value at such time in the future that such a purchase can be consummated without violating the existing tax protection agreements.
In August 2001, the Portfolio distributed $25.6 million in cash to its unaffiliated partners and $25.6 million to an entity beneficially owned by the Company and Mr. Zell, representing such parties’ proportionate share as partners of the excess financing proceeds from the July 2001 refinancing. Immediately following his receipt of $5.1 million in January 2002, representing his share of such financing proceeds, Mr. Zell made a charitable donation of $3 million in cash ($5.1 million less $2.1 million of estimated income taxes due on the distribution) to the Equity Residential Foundation (the “Foundation”), a not-for-profit charitable organization. The Company established the Foundation in November 2001 to further serve the Company’s charitable purposes. In March 2003, Mr. Zell agreed to make an additional charitable contribution of $623,000 in cash to the Foundation after determining that the amount of income taxes due on the distribution was $623,000 less than originally estimated. The Company’s Audit Committee approved all of the foregoing related party transactions relating to the Portfolio.
EQR’s management company managed a multifamily residential community owned by an affiliate of Mr. Zell on terms equivalent to a third-party transaction. The property management fees received from such affiliate were
owed$255,777 for 2002. EQR’s management company also managed multifamily residential communities owned by affiliates of Henry H. Goldberg (who retired from the Board of Trustees upon the expiration of his term at the annual meeting of shareholders in May 2002), on terms equivalent to third-party transactions. TheRiverside Agency, Inc. Asproperty management fees received from such affiliates were $429,897 for all ofDecember 31, 1997, $0.6 million was owed to Rosenberg & Liebentritt, P.C. for legal fees incurred in connection with new acquisitions and securities matters. Equity Group Investments, Inc. ("EGI") provided certain services to2002.In 1995, the Operating Partnership purchased from an unrelated third party the debt collateralized by two properties owned by partnerships that Mr. Goldberg controls and
the Companyof whichinclude, but are not limited to, real estate tax evaluation services, due diligence, financial services, telecommunication services and market consulting and research information services. Fees paid to EGI for these services amounted to $1.1 million for the year ended December 31, 1997. Amounts due to EGI were approximately $0.1 millionhe is a greater than 10% beneficial owner. The outstanding loan balance as of December 31,1997. Management Corp. has lease agreements2002, was approximately $132.3 million withaffiliated parties covering office space occupied by regional operation centers locateda fixed interest rate of 10.5% and a maturity date of January 2003. The Operating Partnership’s management company manages these properties. The loans on these properties are inChicago, Illinois (the "Chicago Office")default, andTampa, Florida (the "Tampa Office") and the corporate headquarters located in Chicago, Illinois. In connection with these affiliated lease agreements, Management Corp. paid Equity Office Holdings, 69PART III L.L.C. ("EOH") $145,511 in connection with the Chicago Office, $177,793 in connection with the Tampa Office and $632,693 in connection with the space occupied by the corporate headquarters for the year ended December 31, 1997. As of December 31, 1997, $59,675 was owed to EOH. In addition,the Operating Partnership has commenced foreclosure proceedings that could result in the sale of these properties at public auction.Mr. Goldberg also controls and
the Company have provided acquisitions, asset and property management services to certain related entities foris a greater than 10% beneficial owner of four other partnerships that own four propertiesnot ownedsecuring indebtedness held in part by theCompany. Fees received for providing such services wereOperating Partnership. The outstanding principal balance of the bonds is approximately$5.7$77 million,for the year ended December 31, 1997. (b) RosenbergandLiebentritt, P.C. provides legal services tohas various interest rates between 8.87% and 13.38% and a maturity date of May 2026. A capital loan from the Operating Partnership to the four partnerships, as joint and several borrowers, of approximately $4.4 million is also outstanding with an 8% interest rate and a maturity date of January 2003. The Operating Partnership’s management company manages these properties. The loans on these properties are in default, and theCompany. Sheli Z. Rosenberg, a Trustee of the Company, was a principal of this firm through September 1997. TheOperating Partnership hasalsocommenced foreclosure proceedings that could result in the sale of these properties at public auction.During 2002, the Company engaged
Seyfarth, Shaw, Fairweather & Geraldson, a law firm in which Ms. Rosenberg's husband is a partner, andthe services of Piper Rudnick,& Wolfe,a law firm in which Mr. Halperin is a partner, to perform legal services foritthe Company from time to time.(c)Mr.GoldbergHalperin retired from the Board of Trustees upon the expiration of his term at the annual meeting of shareholders in May 2002. The total amount paid by the Company to Piper Rudnick for these services in 2002 was $338,274.During 2002, the Company engaged Seyfarth Shaw, a law firm in which Ms. Rosenberg’s husband is a
two-thirds ownerpartner, to perform legal services for the Company. The total amount paid by the Company to Seyfarth Shaw for these services was $48,024. The Company has discontinued using Seyfarth Shaw as of 2003.During 2002, the Company reimbursed Mr. Spector in the amount of $471,876 for the actual costs (excluding acquisition costs) of operating his personal aircraft for himself and other employees on Company business.
The Operating Partnership leases its corporate headquarters from an entity controlled by Mr. Zell. Amounts incurred for such office space in 2002 were approximately $1.6 million. The Operating Partnership also leases office space from EOP in Atlanta, Georgia. Amounts incurred for such space in 2002 totaled $184,760. Certain other entities controlled by Mr. Zell also provide office facility and other
57
services to the Operating Partnership. The Operating Partnership paid $154,485 for such services during 2002. The Operating Partnership believes these amounts equal market rates for such space and services.
Certain Agreements between the Operating Partnership and WRP
The following describes certain aspects of the agreements entered into by the Company and WRP in connection with and on the effective date of the Wellsford Merger. Mr. Lowenthal is a director of WRP and served as the president and chief executive officer of WRP through March 2002. Mr. Lynford is the chairman of the board of
directorsWRP and assumed the position ofArtery Property Management, Inc. ("APMI"),chief executive officer and president of WRP in April 2002.Preferred Stock Purchase Agreement. In May 2000, the Operating Partnership acquired $25.0 million of 8.25% preferred securities of WRP Convertible Trust I, an affiliate of WRP. These securities are indirectly convertible into WRP common shares under certain conditions.
WRP Board Member Elected by the Operating Partnership. Upon consummation of the Wellsford Merger, the Operating Partnership, as the holder of WRP Class A Common Stock, was entitled to, and did, elect Mr. Crocker to WRP’s Board. Mr. Crocker is also a
real estate property management company.member of WRP’s compensation committee.Agreement Regarding Palomino Park. Upon consummation of the Wellsford Merger, WRP and the Operating Partnership became the shareholders in Wellsford Park Highland Corp. (“WPHC”). WPHC owns certain membership interests in limited liability companies that own Palomino Park, a master planned five-phase multifamily project in Denver, Colorado, which is in various stages of development. As of December 31, 2002, the Operating Partnership owned 14.15% of the shares of WPHC, and has no further obligations to contribute capital to WPHC.
The Operating Partnership entered into a credit enhancement agreement with WRP with respect to certain tax-exempt bonds issued to finance certain public improvements at the Palomino Park project. Under this agreement, the Operating Partnership has agreed to provide credit enhancement in the form of a guaranty in respect of a letter of credit issued for the account of WRP for a period of eight years from the date of the Wellsford Merger. WRP has agreed to pay an annual credit enhancement fee to the Operating Partnership for such enhancement and has agreed to reimburse the Operating Partnership for any amounts it pays under the guaranty, together with interest on such amounts. As of December 31, 2002, this enhancement was still in effect at a commitment amount of $12.7 million. The fee paid to the Operating Partnership in 2002 was approximately $81,300.
Consulting Agreements. In connection with the
acquisitionWellsford Merger, Messrs. Lynford and Lowenthal each executed a consulting agreement with the Operating Partnership. Each consulting agreement had a term ofcertain propertiesfive years fromMr. Goldbergthe closing date of the Wellsford Merger andhis affiliates during 1995,expired on May 30, 2002. Pursuant to the consulting agreements, each of Messrs. Lynford and Lowenthal served as a senior management consultant to the Operating Partnershipmadeand received compensation at the rate of $200,000 per year plus reimbursement for reasonable out-of-pocket expenses. During 2002, Messrs. Lynford and Lowenthal each received a final prorated payment of $83,333.Certain Agreements between the Operating Partnership and MRYP
The following describes certain aspects of the agreements entered into by the Operating partnership and MRYP. Mr. Thompson is an officer and a director of MRYP.
Office Lease Agreement. Since the Merry Land Merger, the Operating Partnership has leased space in MRYP’s office building in Augusta, Georgia. The Operating Partnership paid MRYP $122,319 in annual rent in 2002. The lease expires in October 2005. The Operating Partnership believes this amount equals a market rate for such space.
58
Sale of Vacant Florida Land. In October 2000, the Operating Partnership purchased a tract of vacant land in Jacksonville, Florida from MRYP for $520,000. Under the purchase agreement, if the Operating Partnership obtained multi-family building permits to construct residential units, the Operating Partnership was obligated to pay to MRYP an additional $5,000 for each unit permitted in excess of 52 units. The Operating Partnership received a permit for 60 units and paid MRYP an additional $40,000 in December 2002.
(c) Indebtedness of Management
Mr. Crocker borrowed $564,000 from the Company in August 1996 related to various personal obligations. The loan
of $15,212,000 evidenced by two notes and secured by 465,545 OP Units.was repaid in full in January 2003. Thelargest aggregate amount of indebtedness outstanding under theloanat any time during 1997 and the amount outstanding as of December 31, 1996 was $15,212,000. The first note issued in the amount of $1,056,000 accruesbore interest at theprime rate plus 3-1/2% per annum. The second note issued in the amount of $14,156,000 bears interest equal to approximately $300,000 per year plus the amount of distributions payable on 433,230 of the OP Units pledged as collateral for this loan. Mr. Tuomi borrowed $100,000 from one of the Management Partnerships in 1994 related to his purchase of a home in the Chicago area. The loan bears interest at30-dayLIBORLondon Interbank Offered Rate (“LIBOR”) plus 2% with interest due quarterly. The largest principal amount owed in19972002 was$72,000$161,141 and the principal balance at December 31,19972002 was$72,000. The loan is payable in equal principal installments$80,570. Payment was secured by a pledge of$18,000 over five years.Mr. Crocker’s Common Shares.Mr. Crocker borrowed
$140,000$600,000 from theOperating PartnershipCompany inApril 1996May 1999 related tothe payment of a tax liability incurred.various personal obligations. The loanbearswas repaid in full in February 2002. The loan bore interest at 30-day LIBOR plus 2%. The largest principal amount owed in19972002 was$140,000 and the principal balance at December 31, 1997 was $140,000. The loan was paid in full in February 1998. Mr. Crocker borrowed $564,000 from the Operating Partnership during 1996. The loan bears interest at 30-day LIBOR plus 2% with interest due quarterly. The largest principal amount owed in 1997 was $564,000 and the principal balance at December 31, 1997 was $483,420. Payment is secured by a pledge of Mr. Crocker's Common Shares. The loan is payable in equal principal installments of $80,570 over seven years commencing March 15, 1997. Mr. George borrowed $100,000 from the Operating Partnership in December 1997 related to home improvements. The loan bears interest at 30-day LIBOR plus 2% with interest due 70PART III monthly in 1998. The largest principal amount owed in 1997 was $100,000 and the principal balance due at December 31, 1997 was $100,000. Payment is secured by a pledge of Mr. George's Common Shares and options to purchase Common Shares. Payments of principal are due in the amount of $30,000 on each April 1, 1999 and April 1, 2000; and $40,000 on April 1, 2001.$300,000.The executive officers listed below
arewere indebted to the Company as a result of purchasing Common Shares from theCompanyCompany. All loans were repaid inJune 1994.full during the fourth quarter of 2002. The loansaccrueaccrued interest, payable quarterly in arrears at the applicable federal rateas(as defined in the Internal Revenue Code in effect at the date of eachloan. The loans areloan), and were due and payable on the first to occur of the dateinon which the individualleavesleft the Company, other than byreason ofdeath or disability, or the respectiveloan'sdue date, except for the loans to Mr. Crocker which were due on the specified due date. The loansare withwere recourse to the respective individuals andare collateralizedwere secured by a pledge of the Common Shares purchased. All distributions paid on pledgedCommon Sharesshares in excess of the then marginal tax rate on the taxable portion of such distributionsarewere used to pay interest and principal on the loans.
Largest Principal Principal Amount Owed Balance at Interest Name in 1997 December 31, 1997 Rate ------------------ ----------------- ----------------- --------Douglas Crocker II $ 850,318 $ 814,909 6.21% Douglas Crocker II 960,748 931,755 6.15% Douglas Crocker II 944,584 941,415 7.26% Douglas Crocker II 1,901,807 1,864,148 7.93% Frederick C. Tuomi 314,861 313,799 7.26% Alan W. George 79,062 79,062 7.26%
Name
Largest Principal
Amount Owed in 2002
Principal Balance at
December 31, 2002
Maturity
Date
Interest Rate
Douglas Crocker II
$
574,679
$
0
8/10/03
6.21
%
Douglas Crocker II
721,795
0
1/27/04
6.15
%
Douglas Crocker II
845,927
0
8/2/04
7.26
%
Douglas Crocker II
1,516,675
0
3/9/05
7.93
%
Frederick C. Tuomi
312,843
0
8/2/04
7.26
%
Alan W. George
71,649
0
8/2/04
7.26
%
(d) Transactions with Promoters – None
71PART IVItem 14. Disclosure Controls and Procedures
Within 90 days prior to the filing date of this Annual Report on Form 10-K, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 and 15d-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in timely alerting them to material information. There have been no significant changes to the internal controls of the Operating Partnership or in other factors that could significantly affect the internal controls subsequent to the completion of this evaluation.
59
Item 15.Exhibits, Financial
StatementStatements, Schedules and Reports on Form 8-K(a)
(1(1 & 2) See Index to Financial Statements and
ScheduleSchedules on page F-1 of this Form 10-K.(3) Exhibits:
4.1** Indenture, dated as of May 16, 1994, by and among the Operating Partnership, as obligor, the Company, as guarantor and The First National Bank of Chicago, as trustee in connection with 8 1/2% senior notes, due May 15, 1999 4.2*** Indenture, dated October 1, 1994, between the Operating Partnership, as obligor and The First National Bank of Chicago, as trustee in connection with up to $500 million of debt securities 10.1*** Fourth Amended and Restated Agreement of Limited Partnership of ERP Operating Limited Partnership 10.2* Form of Property Management Agreement (REIT properties) 10.3** Form of Property Management Agreement (Non-REIT properties) 10.4**** Amended and Restated Master Reimbursement agreement, dated as of November 1, 1996 by and between Federal National Mortgage Association and EQR-Bond Partnership 10.5+ Second Amended and Restated Revolving Credit Agreement, dated as of September 9, 1997 among the Operating Partnership and Morgan Guaranty Trust Company of New York, as lead agent, Bank of America National Trust and Savings Association, as co-lead agent, The First National Bank of Chicago, as co-agent, U.S. Bank National Association f/k/a and d/b/a First Bank National Association, as co-agent and NationsBank of Texas, N.A., as co-agent 10.6 Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Evans Withycombe Residential, L.P. 12 Computation of Ratio of Earnings to Fixed Charges 21 List of Subsidiaries of the Operating Partnership 23.1 Consent of Grant Thornton LLP 23.2 Consent of Ernst & Young LLP 24.1 Power of Attorney for John W. Alexander dated March 2, 1998 24.2 Power of Attorney for James D. Harper, Jr. dated March 2, 1998 24.3 Power of Attorney for Errol R. Halperin dated March 2, 1998 24.4 Power of Attorney for B. Joseph White dated March 2, 1998 24.5 Power of Attorney for Barry S. Sternlicht dated March 4, 1998 24.6 Power of Attorney for Henry H. Goldberg dated March 2, 1998 24.7 Power of Attorney for Edward Lowenthal dated March 2, 1998 24.8 Power of Attorney for Jeffrey H. Lynford dated March 2, 1998 24.9 Power of Attorney for Stephen O. Evans dated March 2, 1998 *
2.1^
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*
Fifth Amended and Restated Agreement of Limited Partnership of ERP Operating Limited Partnership.
4.1**
Indenture, dated October 1, 1994, between the Operating Partnership, as obligor and The First National Bank of Chicago, as trustee.
4.2***
Prospectus Supplement dated February 27, 2001 for 6.95% Notes due 2011.
10.1+
Amended and Restated Master Reimbursement Agreement, dated as of November 1, 1996 by and between Federal National Mortgage Association and EQR-Bond Partnership.
10.2++
Amended and Restated Limited Partnership Agreement of Lexford Properties, L.P.
10.3+++
Revolving Credit Agreement, dated as of May 29, 2002, among ERP Operating Limited Partnership, Banc of America Securities LLC, JP Morgan Securities Inc. and the Banks named therein.
10.4+++
Guaranty of Payment, dated as of May 29, 2002, between Equity Residential and Bank of America, N.A., as administrative agent.
12
Computation of Ratio of Earnings to Combined Fixed Charges.
21
List of Subsidiaries of ERP Operating Limited Partnership.
23.1
Consent of Ernst & Young LLP.
24.1
Power of Attorney for John W. Alexander dated March 10, 2003.
24.2
Power of Attorney for Stephen O. Evans dated March 3, 2003.
24.3
Power of Attorney for Edward Lowenthal dated March 3, 2003.
24.4
Power of Attorney for Jeffrey H. Lynford dated March 3, 2003.
24.5
Power of Attorney for B. Joseph White dated February 28, 2003.
24.6
Power of Attorney for Sheli Z. Rosenberg dated March 6, 2003.
24.7
Power of Attorney for James D. Harper, Jr. dated March 4, 2003.
24.8
Power of Attorney for Boone A. Knox dated February 28, 2003.
24.9
Power of Attorney for Michael N. Thompson dated March 3, 2003.
24.10
Power of Attorney for Samuel Zell dated March 13, 2003.
24.11
Power of Attorney for Gerald A. Spector dated March 10, 2003.
24.12
Power of Attorney for Douglas Crocker II dated March 11, 2003.
99.1
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 Registrant’s General Partner.
99.2
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 Registrant’s General Partner.
^Included as
an exhibitAppendix A tothe Company'sEquity Residential’s FormS-11S-4, RegistrationStatement, FileNo.33-63158, and incorporated herein by reference. 72PART IV **333-44576, filed on July 23, 2000.* Included as an exhibit to the Operating
Partnership'sPartnership’s Form 8-K/A dated July 23, 1998, filed on August 18, 1998.**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.
*****Incorporated by reference to Form 424(b)5 dated February 27, 2001, SEC File No. 333-44594.
+Included as an exhibit to the Operating
Partnership's Form 10-Q for the quarter ended September 30, 1995, dated November 7, 1995, and incorporated herein by reference. **** Included as an exhibit to the Operating Partnership'sPartnership’s Form 10-K for the year ended December 31, 1996.++Included as an exhibit to Equity Residential’s Form 10-K for the year ended December 31, 1999
60
and incorporated herein by reference.
+++Included as an exhibit to the Operating
Partnership'sPartnership’s Form8-k dated September 10, 1997, filed on September 10, 1997.10-Q for the quarterly period ended June 30, 2002 and incorporated herein by reference.(b)Reports on Form 8-K: A
Reportreport on Form 8-K datedOctober 3, 1997 filed on October 9, 1997, reporting information in connection with the issuance of debt securities. A Report on Form 8-K dated October 9, 1997 filed on October 21, 1997, reportingNovember 20, 2002 containing additional information onproperty acquisitions. A Report on Form 8-K/A dated October 9, 1997 filed on November 13, 1997, reporting information on property acquisitions.the prospectus supplement for the Operating Partnership’s $50.0 million unsecured note offering.(c)Exhibits: See Item
14(a)15(a)(3) above.(d)Financial Statement Schedules: See Index to Financial Statements attached hereto on page F-1 of this Form 10-K.
73SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.
ERP OPERATING LIMITED PARTNERSHIP
BY: EQUITY RESIDENTIAL,
PROPERTIES TRUST,
ITS GENERAL PARTNERDate:
March
13, 199814, 2003By:
/s/ Douglas Crocker II ------------------------------------- Douglas Crocker II/s/
Bruce W. Duncan
Bruce W. Duncan
President, Chief Executive Officer,
and Trusteeand *Attorney-in-FactDate:
March
13, 199814, 2003By:
/s//s/
David J. Neithercut
-------------------------------------David J. Neithercut
Executive
Vice-PresidentVice President and
Chief Financial OfficerDate:
March
13, 199814, 2003By:
/s//s/
Michael J. McHugh
-------------------------------------Michael J. McHugh
Executive
Vice-President,Vice President, Chief Accounting
Officer, Treasurer and *Attorney-in-factPursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below bythe following persons on behalf of the registrant and in the capacities and on the datesindicated.indicated have signed this report below.
Date:
March
13, 199814, 2003By:
/s//s/
Samuel Zell*
Samuel Zell
------------------------------------- Samuel ZellChairman of the Board of Trustees
61
Date:
March 14, 2003
By:
/s/
Douglas Crocker II*
Douglas Crocker II
Vice Chairman of the Board of Trustees
Date:
March 14, 2003
By:
/s/
Gerald A. Spector*
Gerald A. Spector
Executive Vice President, Chief
Operating Officer and TrusteeDate:
March 14, 2003
By:
/s/
Sheli Z. Rosenberg*
Sheli Z. Rosenberg
Trustee
Date:
March 14, 2003
By:
/s/
James D. Harper*
James D. Harper
Trustee
Date:
March 14, 2003
By:
/s/
John W. Alexander*
John W. Alexander
Trustee
Date:
March 14, 2003
By:
/s/
B. Joseph White*
B. Joseph White
Trustee
Date:
March 14, 2003
By:
/s/
Jeffrey H. Lynford*
Jeffrey H. Lynford
Trustee
Date:
March 14, 2003
By:
/s/
Edward Lowenthal*
Edward Lowenthal
Trustee
Date:
March 14, 2003
By:
/s/
Stephen O. Evans*
Stephen O. Evans
Trustee
Date:
March 14, 2003
By:
/s/
Boone A. Knox*
Boone A. Knox
Trustee
Date:
March 14, 2003
By:
/s/
Michael N. Thompson*
Michael N. Thompson
Trustee
* By:
/s/ Michael J. McHugh
Michael J. McHugh
as Attorney-in-fact
62
CERTIFICATIONS
I, Bruce W. Duncan, Chief Executive Officer of Equity Residential, general partner of ERP Operating Limited Partnership, certify that:
1.
I have reviewed this annual report on Form 10-K of ERP Operating Limited Partnership;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a)
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)
evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a)
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.
The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 14, 2003
/s/Bruce W. Duncan
Chief Executive Officer
of Equity Residential
63
CERTIFICATIONS
I, David J. Neithercut, Chief Financial Officer of Equity Residential, general partner of ERP Operating Limited Partnership, certify that:
1.
I have reviewed this annual report on Form 10-K of ERP Operating Limited Partnership;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a)
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)
evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a)
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.
The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 14, 2003
/s/ David J. Neithercut
Chief Financial Officer
of Equity Residential
64
EXHIBIT INDEX
Exhibit
Document
12
Computation of Ratio of Earnings to Combined Fixed Charges.
21
List of Subsidiaries of ERP Operating Limited Partnership.
23.1
Consent of Ernst & Young LLP.
24.1
Power of Attorney for John W. Alexander dated March 10, 2003.
24.2
Power of Attorney for Stephen O. Evans dated March 3, 2003.
24.3
Power of Attorney for Edward Lowenthal dated March 3, 2003.
24.4
Power of Attorney for Jeffrey H. Lynford dated March 3, 2003.
24.5
Power of Attorney for B. Joseph White dated February 28, 2003.
24.6
Power of Attorney for Sheli Z. Rosenberg dated March 6, 2003.
24.7
Power of Attorney for James D. Harper, Jr. dated March 4, 2003.
24.8
Power of Attorney for Boone A. Knox dated February 28, 2003.
24.9
Power of Attorney for Michael N. Thompson dated March 3, 2003.
24.10
Power of Attorney for Samuel Zell dated March 13,
1998 By: /s/2003.24.11
Power of Attorney for Gerald A. Spector
------------------------------------- Gerald A. Spectordated March 10, 2003.24.12
Power of Attorney for Douglas Crocker II dated March 11, 2003.
99.1
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
Vice-President,Officer of Registrant’s General Partner.99.2
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
OperatingFinancial Officerand Trustee Date: March 13, 1998 By: /s/ Sheli Z. Rosenberg ------------------------------------- Sheli Z. Rosenberg Trusteeof Registrant’s General Partner.74SIGNATURES-CONTINUED -------------------- Date: March 13, 1998 By: /s/ James D. Harper ----------------------------------- James D. Harper Trustee Date: March 13, 1998 By: /s/ Errol R. Halperin ----------------------------------- Errol R. Halperin Trustee Date: March 13, 1998 By: /s/ Barry S. Sternlicht ----------------------------------- Barry S. Sternlicht Trustee Date: March 13, 1998 By: /s/ John W. Alexander ----------------------------------- John W. Alexander Trustee Date: March 13, 1998 By: /s/ B. Joseph White ----------------------------------- B. Joseph White Trustee Date: March 13, 1998 By: /s/ Henry H. Goldberg ----------------------------------- Henry H. Goldberg Trustee Date: March 13, 1998 By: /s/ Jeffrey H. Lynford ----------------------------------- Jeffrey H. Lynford Trustee Date: March 13, 1998 By: /s/ Edward Lowenthal ----------------------------------- Edward Lowenthal Trustee Date: March 13, 1998 By: /s/ Stephen O. Evans ----------------------------------- Stephen O. Evans Trustee 75INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
ERP OPERATING LIMITED PARTNERSHIP
PAGE ----FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
PAGE
F-2
Report of Independent Accountants........................................................... F-3F-3
F-4 to F-5
F-6 to
F-7F-8F-9 toF-10
F-11 to
F-45F-39SCHEDULE FILED AS PART OF THIS REPORT
Report of Independent Accountants........................................................... S-1Schedule III - Real Estate and Accumulated
Depreciation..................................... S-2DepreciationS-1 to
S-12S-16F-1REPORT OF INDEPENDENT AUDITORS
To the Partners
ERP Operating Limited Partnership
We have audited the accompanying consolidated balance sheets of ERP Operating Limited Partnership (the
"Operating Partnership"“Operating Partnership”) as of December 31,19972002 and19962001 and the related consolidated statements of operations,partners'partners’ capital and cash flows for each of the three yearsthen ended.in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in theIndex at Item 14(a).accompanying index to financial statements and schedule. These financial statements and schedule are the responsibility of the OperatingPartnership'sPartnership’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 auditing standards generally accepted
auditing standards.in the 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 ERP Operating Limited Partnership at December 31,
19972002 and1996,2001, and the consolidated results of its operations and its cash flows for each of the three yearsthenin the period ended December 31, 2002, in conformity with accounting principles generally acceptedaccounting principles.in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein./s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Chicago, Illinois February 26, 1998 except forAs discussed in Note
31, as2 towhichthedate is March 12, 1998 F-2REPORT OF INDEPENDENT ACCOUNTANTS To the Partners ERP Operating Limited Partnership We have audited the accompanyingconsolidatedstatements of operations, changes in partners' capital and cash flows for the year ended December 31, 1995, of ERP Operating Limited Partnership (the "Operating Partnership"). Thesefinancial statements,arein 2002 theresponsibilityOperating Partnership changed its method ofmanagement. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we planaccounting for goodwill andperform 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of itsdiscontinued operations andcash flowsin 2001 the Operating Partnership changed its method of accounting forthe year ended December 31, 1995, of ERP Operating Limited Partnership for the year ended in conformity with generally accepted accounting principles. /s/ GRANT THORNTON LLP GRANT THORNTON LLPderivative instruments and hedging activities.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
February
14, 1996 F-34, 2003 F-2
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Amounts(Amounts in thousands)
December 31, December 31, 1997 1996 ------------ ------------ASSETS Investment in real estate Land $ 791,980 $ 284,879 Depreciable property 6,293,415 2,698,631 Construction in progress 36,040 - ---------- ---------- 7,121,435 2,983,510 Accumulated depreciation (444,762) (301,512) ---------- ---------- Investment in real estate, net of accumulated depreciation 6,676,673 2,681,998 Cash and cash equivalents 33,295 147,271 Investment in mortgage notes, net 176,063 86,596 Rents receivable 3,302 1,450 Deposits - restricted 36,374 20,637 Escrow deposits - mortgage 44,864 15,434 Deferred financing costs, net 23,092 14,555 Other assets 100,968 18,186 ---------- ---------- Total assets $7,094,631 $2,986,127 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgage notes payable $1,582,559 $ 755,434 Notes, net 1,130,764 498,840 Line of credit 235,000 - Accounts payable and accrued expenses 67,699 33,117 Accrued interest payable 28,048 12,737 Rents received in advance and other liabilities 38,750 16,466 Security deposits 28,193 14,128 Distributions payable 20,223 45,938 ---------- ---------- Total liabilities 3,131,236 1,376,660 ---------- ---------- Commitments and contingencies 9 3/8% Series A Cumulative Redeemable Preference Units 153,000 153,000 ---------- ---------- 9 1/8% Series B Cumulative Redeemable Preference Units 125,000 125,000 ---------- ---------- 9 1/8% Series C Cumulative Redeemable Preference Units 115,000 115,000 ---------- ---------- 8.60% Series D Cumulative Redeemable Preference Units 175,000 - ---------- ---------- Series E Cumulative Convertible Preference Units 99,963 - ---------- ---------- 9.65% Series F Cumulative Redeemable Preference Units 57,500 - ---------- ---------- 7 1/4% Series G Convertible Cumulative Preference Units 316,250 - ---------- ---------- Partners' capital: General Partner 2,648,278 1,065,830 Limited Partners 273,404 150,637 ---------- ---------- Total partners' capital 2,921,682 1,216,467 ---------- ---------- Total liabilities and partner's capital $7,094,631 $2,986,127 ========== ==========
December 31,
2002
December 31,
2001
ASSETS
Investment in real estate
Land
$
1,803,577
$
1,840,170
Depreciable property
11,240,245
11,096,847
Construction in progress
2,441
79,166
13,046,263
13,016,183
Accumulated depreciation
(2,112,017
)
(1,718,845
)
Investment in real estate, net of accumulated depreciation
10,934,246
11,297,338
Real estate held for disposition
—
3,371
Cash and cash equivalents
29,875
51,603
Investments in unconsolidated entities
509,789
397,237
Rents receivable
2,926
2,400
Deposits – restricted
141,278
218,557
Escrow deposits – mortgage
50,565
76,700
Deferred financing costs, net
32,144
27,011
Rental furniture, net
—
20,168
Property and equipment, net
—
3,063
Goodwill, net
30,000
47,291
Other assets
80,094
90,886
Total assets
$
11,810,917
$
12,235,625
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Mortgage notes payable
$
2,927,614
$
3,286,814
Notes, net
2,456,085
2,260,944
Line of credit
140,000
195,000
Accounts payable and accrued expenses
99,563
108,254
Accrued interest payable
63,151
62,360
Rents received in advance and other liabilities
129,901
83,005
Security deposits
45,333
47,644
Distributions payable
140,844
141,832
Total liabilities
6,002,491
6,185,853
Commitments and contingencies
Minority Interests – Partially Owned Properties
9,811
4,078
Partners’ capital:
Preference Units
946,157
966,671
Preference Interests
246,000
246,000
Junior Preference Units
5,846
5,846
General Partner
4,306,873
4,506,097
Limited Partners
349,646
379,898
Deferred compensation
(12,118
)
(25,778
)
Accumulated other comprehensive loss
(43,789
)
(33,040
)
Total partners’ capital
5,798,615
6,045,694
Total liabilities and partners’ capital
$
11,810,917
$
12,235,625
See accompanying
notes. F-4notes F-3
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts(Amounts in thousands except per OP Unit data)
Year Ended December 31, ----------------------------- 1997 1996 1995 -----------------------------REVENUES Rental income $707,733 $454,412 $373,919 Fee and asset management 5,697 6,749 7,030 Interest income - investment in mortgage notes 20,366 12,819 4,862 Interest and other income 13,525 4,405 4,573 -------- -------- -------- Total revenues 747,321 478,385 390,384 -------- -------- -------- EXPENSES Property and maintenance 176,075 127,172 112,186 Real estate taxes and insurance 69,520 44,128 37,002 Property management 26,793 17,512 15,213 Fee and asset management 3,364 3,837 3,887 Depreciation 156,644 93,253 72,410 Interest: Expense incurred 121,324 81,351 78,375 Amortization of deferred financing costs 2,523 4,242 3,444 General and administrative 15,064 9,857 8,129 -------- -------- -------- Total expenses 571,307 381,352 330,646 -------- -------- -------- Income before gain on disposition of properties and extraordinary items 176,014 97,033 59,738 Gain on disposition of properties 13,838 22,402 21,617 -------- -------- -------- Income before extraordinary items 189,852 119,435 81,355 Write-off of unamortized costs on refinanced debt - (3,512) - Gain on early extinguishment of debt - - 2,000 -------- -------- -------- Net income $189,852 $115,923 $ 83,355 ======== ======== ======== ALLOCATION OF NET INCOME: Redeemable Preference Interests $ - $ 263 $ 1,508 ======== ======== ======== 9 3/8% Series A Cumulative Redeemable Preference Units $ 14,344 $ 14,345 $ 8,367 ======== ======== ======== 9 1/8% Series B Cumulative Redeemable Preference Units $ 11,406 $ 11,406 $ 1,742 ======== ======== ======== 9 1/8% Series C Cumulative Redeemable Preference Units $ 10,494 $ 3,264 $ - ======== ======== ======== 8.60% Series D Cumulative Redeemable Preference Units $ 9,238 $ - $ - ======== ======== ======== Series E Cumulative Convertible Preference Units $ 4,143 $ - $ - ======== ======== ======== 9.65% Series F Cumulative Redeemable Preference Units $ 3,284 $ - $ - ======== ======== ======== 7 1/4% Series G Convertible Cumulative Preference Units $ 6,103 $ - $ - ======== ======== ======== General Partner $117,580 $ 72,609 $ 57,610 Limited Partners 13,260 14,036 14,128 -------- -------- -------- Net income available to OP Unit holders $130,840 $ 86,645 $ 71,738 ======== ======== ======== Net income per weighted average OP Unit outstanding $ 1.79 $ 1.70 $ 1.68 ======== ======== ======== Weighted average OP Units outstanding 73,182 51,108 42,749 ======== ======== ======== Net income per weighted average OP Unit outstanding - assuming dilution $ 1.76 $ 1.69 $ 1.67 ======== ======== ========
Year Ended December 31,
2002
2001
2000
REVENUES
Rental income
$
1,969,617
$
2,001,637
$
1,884,530
Fee and asset management
9,582
7,498
6,520
Interest and other income
14,854
21,828
25,198
Interest income – investment in mortgage notes
—
8,786
11,192
Total revenues
1,994,053
2,039,749
1,927,440
EXPENSES
Property and maintenance
515,481
529,075
483,716
Real estate taxes and insurance
199,350
185,255
175,726
Property management
72,121
77,132
76,416
Fee and asset management
7,842
7,345
5,157
Depreciation
462,341
439,565
427,799
Interest:
Expense incurred, net
337,489
352,903
363,851
Amortization of deferred financing costs
5,748
5,818
5,432
General and administrative
46,492
35,414
26,385
Impairment on corporate housing business
17,122
—
—
Impairment on technology investments
1,162
11,766
1,000
Amortization of goodwill
—
2,356
1,080
Total expenses
1,665,148
1,646,629
1,566,562
Income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle
328,905
393,120
360,878
Allocation to Minority Interests – Partially Owned Properties
(1,867
)
(2,249
)
132
Income (loss) from investments in unconsolidated entities
(3,698
)
3,772
2,309
Net gain on sales of unconsolidated entities
5,054
387
—
Income before discontinued operations, extraordinary items and cumulative effect of change in accounting principle
328,394
395,030
363,319
Net gain on sales of discontinued operations
104,296
148,906
198,426
Discontinued operations, net
16,277
(36,696
)
35,059
Income before extraordinary items and cumulative effect of change in accounting principle
448,967
507,240
596,804
Extraordinary items
(792
)
444
(5,592
)
Cumulative effect of change in accounting principle
—
(1,270
)
—
Net income
$
448,175
$
506,414
$
591,212
ALLOCATION OF NET INCOME:
Preference Units
$
76,615
$
87,504
$
100,855
Preference Interests
$
20,211
$
18,263
$
10,650
Junior Preference Units
$
325
$
352
$
436
General Partner
$
324,162
$
367,466
$
437,510
Limited Partners
26,862
32,829
41,761
Net income available to OP Units
$
351,024
$
400,295
$
479,271
Net income per OP Unit – basic
$
1.19
$
1.37
$
1.69
Net income per OP Unit – diluted
$
1.18
$
1.36
$
1.67
Weighted average OP Units outstanding – basic
294,637
291,362
283,921
Weighted average OP Units outstanding – diluted
297,969
295,552
291,266
Distributions declared per OP Unit outstanding
$
1.73
$
1.68
$
1.575
See accompanying
notes. F-5notes F-4
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
(Amounts in thousands except per OP Unit data)
Year Ended December 31,
2002
2001
2000
Comprehensive income:
Net income
$
448,175
$
506,414
$
591,212
Other comprehensive income (loss) – derivative instruments:
Cumulative effect of change in accounting principle
—
(5,334
)
—
Unrealized holding (losses) arising during the year
(10,905
)
(17,909
)
—
Equity in unrealized holding (losses) arising during the year – unconsolidated entities
(689
)
(10,366
)
—
Losses reclassified into earnings from other comprehensive income
845
569
—
Comprehensive income
$
437,426
$
473,374
$
591,212
See accompanying notes
F-5
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Year Ended December 31,
2002
2001
2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
448,175
$
506,414
$
591,212
Adjustments to reconcile net income to net cash provided by operating activities:
Allocation to Minority Interests – Partially Owned Properties
1,867
2,249
(132
)
Cumulative effect of change in accounting principle
—
1,270
—
Depreciation
472,956
467,942
449,584
Amortization of deferred financing costs
5,754
5,841
5,473
Amortization of discount on investment in mortgage notes
—
(2,256
)
(1,249
)
Amortization of goodwill
—
3,779
1,760
Amortization of discounts and premiums on debt
(822
)
(1,841
)
(2,332
)
Amortization of deferred settlements on interest rate protection agreements
(306
)
591
333
Impairment on corporate housing business
17,122
—
—
Impairment on furniture rental business
—
60,000
—
Impairment on technology investments
1,162
11,766
1,000
Loss (income) from investments in unconsolidated entities
3,698
(3,772
)
(2,309
)
Net (gain) on sales of discontinued operations
(104,296
)
(148,906
)
(198,426
)
Net (gain) on sales of unconsolidated entities
(5,054
)
(387
)
—
Extraordinary items
792
(444
)
5,592
Unrealized loss (gain) on interest rate protection agreements
328
(223
)
—
Book value of furniture sales and rental buyouts
—
11,411
6,345
Compensation paid with Company Common Shares
25,796
18,164
15,085
Changes in assets and liabilities:
(Increase) in rents receivable
(570
)
(399
)
(415
)
Decrease (increase) in deposits – restricted
9,896
(10,468
)
4,207
Additions to rental furniture
—
(18,611
)
(13,661
)
Decrease (increase) in other assets
14,531
(17,694
)
(8,038
)
(Decrease) in accounts payable and accrued expenses
(3,392
)
(633
)
(4,843
)
Increase in accrued interest payable
406
10,293
3,104
Increase (decrease) in rents received in advance and other liabilities
3,046
(4,315
)
(11,489
)
(Decrease) increase in security deposits
(2,151
)
(103
)
1,025
Net cash provided by operating activities
888,938
889,668
841,826
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate – acquisitions
(258,269
)
(297,794
)
(625,796
)
Investment in real estate – development
(109,077
)
(96,245
)
(33,385
)
Improvements to real estate
(156,776
)
(150,927
)
(137,404
)
Additions to non-real estate property
(7,301
)
(6,920
)
(5,425
)
Interest capitalized for real estate under development
(10,006
)
(8,309
)
(1,405
)
Interest capitalized for unconsolidated entities under development
(17,161
)
(19,865
)
(16,245
)
Proceeds from disposition of real estate, net
478,675
566,068
721,032
Proceeds from disposition of furniture rental business
28,741
—
—
Proceeds from disposition of unconsolidated entities
49,862
655
4,602
Proceeds from refinancing of unconsolidated entities
4,375
24,404
1,695
Investments in unconsolidated entities
(105,758
)
(142,565
)
(149,033
)
Distributions from unconsolidated entities
41,656
35,668
19,243
Decrease (increase) in deposits on real estate acquisitions, net
24,845
52,340
(122,735
)
Decrease (increase) in mortgage deposits
27,425
(1,626
)
18,854
Business combinations, net of cash acquired
(677
)
(8,785
)
(242,281
)
Consolidation of previously Unconsolidated Properties
$
(40,113
)
$
52,841
$
(5,083
)
Investment in property and equipment
—
(2,461
)
(933
)
Principal receipts on investment in mortgage notes
—
61,419
7,885
Other investing activities, net
262
(469
)
3,239
Net cash (used for) provided by investing activities
(49,297
)
57,429
(563,175
)
See accompanying notes
F-6
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts(Continued)(Amounts in thousands)
Year Ended December 31, -------------------------------------------- 1997 1996 1995 --------------------------------------------CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 189,852 $ 115,923 $ 83,355 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 156,644 93,253 72,410 Amortization of deferred financing costs (including discounts and premiums on debt) 2,170 4,558 3,717 Amortization of discount on investment in mortgage notes (3,100) (613) - Gain on disposition of properties (13,838) (22,402) (21,617) Write-off of unamortized costs on refinanced debt - 3,512 - Gain on early extinguishment of debt - - (2,000) Changes in assets and liabilities: (Increase) in rents receivable (1,373) (409) (259) (Increase) decrease in deposits-restricted (23,183) (556) (218) (Increase) decrease in other assets (20,608) 158 1,913 Increase in accounts payable and accrued expenses 20,235 9,901 3,765 Increase in accrued interest payable 12,224 4,383 2,616 Increase (decrease) in rents received in advance and other liabilities 12,112 3,222 (2,148) ----------- ----------- ----------- Net cash provided by operating activities 331,135 210,930 141,534 ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Investment in real estate, net (1,190,380) (641,015) (239,964) Improvements to real estate (50,246) (33,001) (32,800) Additions to non-real estate (9,754) (2,347) (3,669) Proceeds from disposition of rental property, net 35,758 40,093 46,426 Purchase of management contract rights (5,000) - - (Increase) decrease in mortgage deposits (25,521) 1,311 (1,299) Deposits (made) on real estate acquisitions (8,815) (16,916) (15,107) Deposits applied on real estate acquisitions 16,761 15,107 5,200 (Increase) decrease in investment in mortgage notes (86,367) 1,171 (87,154) EWR Merger costs and related activities (114,654) - - Wellsford Merger costs and related activities (62,254) - - Other investing activities, net (42,852) (58) 4,349 ----------- ----------- ----------- Net cash (used for) investing activities (1,543,324) (635,655) (324,018) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Capital contributions from General Partner 1,013,789 597,752 270,311 Redemption of Preference Interests - (1,083) (1,352) Distributions paid to partners (292,082) (142,304) (95,875) Proceeds from sale of 2002 Notes, net of discount - - 124,011 Proceeds from sale of 2026 Notes - 150,000 - Proceeds from sale of 2001 Notes, net of discount 149,684 - - Proceeds from sale of 2003 Notes, net of discount 49,916 - - Proceeds from sale of 2017 Notes, net of discount 148,703 - - Principal repayment on the Floating Rate Notes (100,000) - - Principal receipts on employee notes 269 76 143 Proceeds from restructuring of tax-exempt bond investments 9,350 112,209 - Proceeds from line of credit 442,500 250,000 317,000 Repayments on line of credit (207,500) (342,000) (387,000) Principal payments on mortgage notes payable (120,546) (60,706) (47,787) Deferred financing costs (10,799) (9,111) (4,558) Increase in security deposits 7,819 3,735 948 Other financing activities 7,110 - 33 ----------- ----------- ----------- Net cash provided by financing activities 1,098,213 558,568 175,874 ----------- ----------- ----------- Net (decrease) increase in cash and cash equivalents (113,976) 133,843 (6,610) Cash and cash equivalents, beginning of year 147,271 13,428 20,038 ----------- ----------- ----------- Cash and cash equivalents, end of year $ 33,295 $ 147,271 $ 13,428 =========== =========== ===========
Year Ended December 31,
2002
2001
2000
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan and bond acquisition costs
(11,233
)
(4,483
)
(3,590
)
Mortgage notes payable:
Proceeds
126,144
91,583
729,978
Lump sum payoffs
(374,983
)
(364,229
)
(380,541
)
Scheduled principal repayments
(32,731
)
(32,671
)
(27,719
)
Prepayment premiums/fees
(792
)
(208
)
(5,801
)
Notes, net:
Proceeds
447,064
299,316
—
Lump sum payoffs
(265,000
)
(150,000
)
(208,000
)
Scheduled principal repayments
(4,669
)
(4,774
)
(498
)
Line of credit:
Proceeds
776,500
738,491
808,637
Repayments
(831,500
)
(898,953
)
(820,631
)
Proceeds (payments) from settlement of interest rate protection agreements
5,757
(7,369
)
7,055
Proceeds from sale of OP Units
9,411
8,991
7,676
Proceeds from sale of Preference Interests
—
60,000
146,000
Proceeds from exercise of EQR options
29,578
65,411
25,228
OP Units repurchased and retired
(115,004
)
—
—
Redemption of Preference Units
—
(210,500
)
—
Payment of offering costs
(207
)
(2,223
)
(3,944
)
Distributions:
OP Units – General Partner
(473,996
)
(335,534
)
(412,321
)
Preference Units
(76,973
)
(91,751
)
(101,028
)
Preference Interests
(20,238
)
(18,172
)
(10,478
)
Junior Preference Units
(325
)
(271
)
(437
)
OP Units – Limited Partners
(39,607
)
(30,067
)
(39,153
)
Minority Interests – Partially Owned Properties
(12,608
)
(32,156
)
(920
)
Principal receipts on employee notes, net
4,043
303
324
Principal receipts on other notes receivable, net
—
—
6,167
Net cash (used for) financing activities
(861,369
)
(919,266
)
(283,996
)
Net (decrease) increase in cash and cash equivalents
(21,728
)
27,831
(5,345
)
Cash and cash equivalents, beginning of year
51,603
23,772
29,117
Cash and cash equivalents, end of year
$
29,875
$
51,603
$
23,772
See accompanying
notes. F-6notes F-7
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued) (Amounts(Continued)(Amounts in thousands)
Year Ended December 31, -------------------------------- 1997 1996 1995 --------------------------------Supplemental information: Cash paid during the period for interest $ 109,100 $ 76,968 $75,759 ========== ======== ======= Mortgage loans assumed through Mergers $ 333,966 $ - $ - ========== ======== ======= Mortgage loans assumed through acquisitions of real estate $ 597,245 $142,237 $23,554 ========== ======== ======= Unsecured notes assumed through Mergers $ 383,954 $ - $ - ========== ======== ======= Real estate assumed through foreclosure $ - $ 10,854 $ - ========== ======== ======= Net real estate contributed in exchange for OP units $ 191,329 $ 440 $18,811 ========== ======== ======= Fair market value of OP Units issued in connection with Mergers $1,052,582 $ - $ - ========== ======== ======= Real estate conveyed in exchange for release of mortgage indebtedness $ - $ - $20,500 ========== ======== ======= Liquidation value of Preferred Shares redesignated through Wellsford Merger $ 157,463 $ - $ - ========== ======== ======= Net liabilities assumed through Mergers $ 33,237 $ - $ - ========== ======== =======
Year Ended December 31,
2002
2001
2000
SUPPLEMENTAL INFORMATION:
Cash paid during the year for interest
$
365,782
$
380,745
$
380,853
Mortgage loans assumed through real estate acquisitions
$
32,355
$
91,623
$
87,441
Mortgage loans (assumed) by purchaser in real estate and furniture rental business dispositions
$
(9,924
)
$
(30,396
)
$
(345,762
)
Mortgage loans recorded as a result of consolidation of previously Unconsolidated Properties
$
18,100
$
301,502
$
80,134
Net (assets) liabilities recorded as a result of consolidation of previously Unconsolidated Properties
$
43,897
$
(20,839
)
$
515
Mortgage loans contributed as a result of deconsolidation of previously Wholly Owned Properties
$
(118,376
)
$
—
$
—
Transfers to real estate held for disposition
$
—
$
3,371
$
51,637
Net real estate contributed in exchange for OP Units or Junior Preference Units
$
—
$
—
$
4,071
Net (assets acquired) through business combinations
$
—
$
—
$
(74,138
)
Mortgage loans assumed through business combinations
$
—
$
—
$
204,728
Unsecured notes assumed through business combinations
$
—
$
—
$
39,564
Lines of credit assumed through business combinations
$
—
$
—
$
67,456
Valuation of OP Units issued through business combinations
$
—
$
—
$
37,228
See accompanying notes
F-7F-8
ERP OPERATING LIMITED PARTNERHIP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(Amounts in thousands)
Year Ended December 31,
2002
2001
2000
PREFERENCE UNITS
Balance, beginning of year
$
966,671
$
1,183,136
$
1,310,266
Redemption of 9 3/8% Series A Cumulative Redeemable
—
(153,000
)
—
Conversion of 7.00% Series E Cumulative Convertible
(20,442
)
(5,845
)
(9,860
)
Redemption of 9.65% Series F Cumulative Redeemable
—
(57,500
)
—
Conversion of 7.25% Series G Convertible Cumulative
(2
)
—
(75
)
Conversion of 7.00% Series H Cumulative Convertible
(70
)
(120
)
(2,215
)
Conversion of 8.60% Series J Cumulative Convertible
—
—
(114,980
)
Balance, end of year
$
946,157
$
966,671
$
1,183,136
PREFERENCE INTERESTS
Balance, beginning of year
$
246,000
$
186,000
$
40,000
Issuance of Series B – F
—
—
146,000
Issuance of Series G – I
—
60,000
—
Balance, end of year
$
246,000
$
246,000
$
186,000
JUNIOR PREFERENCE UNITS
Balance, beginning of year
$
5,846
$
7,896
$
7,896
Conversion of Series A
—
(2,050
)
—
Balance, end of year
$
5,846
$
5,846
$
7,896
GENERAL PARTNER
Balance, beginning of year
$
4,506,097
$
4,451,326
$
4,212,893
Issuance of OP Units in connection with Mergers and acquisitions
—
—
940
Conversion of OP Units held by Limited Partners to OP Units held by General Partner
14,768
29,321
30,047
Issuance of OP Units through exercise of EQR options
29,578
65,411
25,228
Issuance of restricted units and performance-based grants, net
12,136
29,027
11,775
Issuance of OP Units through Share Purchase – DRIP Plan
861
910
595
Issuance of OP Units through Dividend Reinvestment – DRIP Plan
1,173
1,150
1,666
Issuance of OP Units through Employee Share Purchase Plan
7,377
6,931
5,415
Issuance of OP Units through conversion of Preference Units into OP Units held by General Partner
20,514
5,965
127,130
OP Units repurchased and retired
(115,004
)
—
—
Offering costs
(207
)
(2,223
)
(3,944
)
Principal receipts on employee notes
4,043
303
324
Net income – General Partner
324,162
367,466
437,510
OP Unit – General Partner distributions
(473,898
)
(452,435
)
(412,005
)
Other
(29,017
)
—
4,045
Adjustment for Limited Partners ownership in Operating Partnership
4,290
2,945
9,707
Balance, end of year
$
4,306,873
$
4,506,097
$
4,451,326
See accompanying notes
F-9
ERP OPERATING LIMITED PARTNERHIP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (Continued)
(Amounts in thousands)
Year Ended December 31,
2002
2001
2000
LIMITED PARTNERS
Balance, beginning of year
$
379,898
$
415,838
$
409,083
Issuance of OP Units in connection with Mergers and acquisitions
1,046
2,029
41,506
Conversion of OP Units held by Limited Partners to OP Units held by General Partner
(14,768
)
(29,321
)
(30,047
)
Issuance of OP Units through conversion of Junior Preference Units into OP Units held by Limited Partners
—
2,050
—
Net income – Limited Partners
26,862
32,829
41,761
OP Unit – Limited Partners distributions
(39,102
)
(40,209
)
(38,789
)
Adjustment for Limited Partners ownership in Operating Partnership
(4,290
)
(2,945
)
(9,707
)
Other, net
—
(373
)
2,031
Balance, end of year
$
349,646
$
379,898
$
415,838
DEFERRED COMPENSATION
Balance, beginning of year
$
(25,778
)
$
(14,915
)
$
(18,225
)
Units granted, net of cancellations
(12,136
)
(29,027
)
(11,775
)
Amortization of units to compensation expense
25,796
18,164
15,085
Balance, end of year
$
(12,118
)
$
(25,778
)
$
(14,915
)
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of year
$
(33,040
)
$
—
$
—
Accumulated other comprehensive loss – derivative instruments:
Cumulative effect of change in accounting principle
—
(5,334
)
—
Unrealized holding (losses) arising during the year
(10,905
)
(17,909
)
—
Equity in unrealized holding (losses) arising during the year – unconsolidated entities
(689
)
(10,366
)
—
Losses reclassified into earnings from other comprehensive income
845
569
—
Balance, end of year
$
(43,789
)
$
(33,040
)
$
—
See accompanying notes
F-10
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (Amounts in thousands)
Year Ended December 31, --------------------------------------- 1997 1996 1995 ---------------------------------------Accumulated partners' capital, beginning of year $1,609,467 $1,053,480 $ 787,374 Net income for the year ended December 31, 189,852 115,923 83,355 Capital contributions from General Partner 1,014,604 598,123 271,273 Liquidation Value of Preferred Shares redesignated through Wellsford Merger 157,463 - - Redemption of Preference Interests - (1,083) (1,352) Issuance of OP Units in connection with acquisitions 191,329 440 18,811 Issuance of OP Units in connection with Mergers 1,052,582 - - Distributions declared to Redeemable Preference Interests for the year ended December 31, - - (10,109) Distributions declared to partners for the year ended December 31, (251,902) (157,416) (95,872) ---------- ---------- ---------- Accumulated partners' capital, end of year $3,963,395 $1,609,467 $1,053,480 ========== ========== ========== Allocation of partners' capital: General Partner, partner's capital, end of year $2,648,278 $1,065,830 $ 606,517 ========== ========== ========== Limited Partners, partners' capital, end of year $ 273,404 $ 150,637 $ 144,385 ========== ========== ========== Redeemable Preference Interests, end of year $ - $ - $ 24,578 ========== ========== ========== 9 3/8% Series A Cumulative Redeemable Preference Units $ 153,000 $ 153,000 $ 153,000 ========== ========== ========== 9 1/8% Series B Cumulative Redeemable Preference Units $ 125,000 $ 125,000 $ 125,000 ========== ========== ========== 9 1/8% Series C Cumulative Redeemable Preference Units $ 115,000 $ 115,000 $ - ========== ========== ========== 8.60% Series D Cumulative Redeemable Preference Units $ 175,000 $ - $ - ========== ========== ========== Series E Cumulative Convertible Preference Units $ 99,963 $ - $ - ========== ========== ========== 9.65% Series F Cumulative Redeemable Preference Units $ 57,500 $ - $ - ========== ========== ========== 7 1/4% Series G Convertible Cumulative Preference Units $ 316,250 $ - $ - ========== ========== ==========See accompanying notes. F-8ERP OPERATING LIMITED PARTNERSHIPNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
OrganizationBusiness of the CompanyERP Operating Limited Partnership
(the "Operating Partnership"(“ERPOP”), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity ResidentialProperties Trust ("EQR"(“EQR”). EQR is a Maryland real estate investment trust (“REIT”) formedonin March31, 1993. As used herein, the term "Company" means EQR,1993 andits subsidiaries, as the survivor of the mergers between EQR and each of Wellsford Residential Property Trust ("Wellsford") (the "Wellsford Merger") and Evans Withycombe Residential, Inc. ("EWR") (the "EWR Merger"). The Company conducts substantially all of its operations through the Operating Partnership. EQR, through the Operating Partnership,isthe successor to the multifamily residential property business of Equity Properties Management Corp. ("EPMC"), an entity controlled by Mr. Samuel Zell, Chairman of the Board of Trustees of the Company, andaseries of other entities which owned 69 of the properties (the "Initial Properties"). Forty-six of the Initial Properties (the "Zell Properties") were contributed or sold by entities substantially controlled by Mr. Zell and primarily owned by Mr. Zell and trusts for the benefit of Mr. Robert Lurie, a deceased partner of Mr. Zell. The remaining 23 of the Initial Properties (the "Starwood Properties") were acquired from entities controlled by Starwood Capital Partners, L.P. ("Starwood") and its affiliates ("Starwood Original Owners"). Prior to the completion of the Company's initial public offering (the "EQR IPO") of 13,225,000 common shares of beneficial interest, $0.01 par value per share ("Common Shares"), EPMC provided multifamily residential management services (the "Management Business") to the Zell Properties. The Company, through the Operating Partnership, isfully integrated real estate company engaged in the acquisition,disposition,ownership, management and operation of multifamilyproperties.properties.EQR is the general partner of, and as of December 31, 2002, owned an approximate 92.4% ownership interest in ERPOP. ERPOP 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. As used herein, the term “Operating Partnership” includes ERPOP and those entities owned or controlled by it. As used herein, the term “Company” means EQR and the Operating Partnership.
As of December 31,
1997,2002, the Operating Partnershipcontrolled a portfolioowned or had investments in 1,039properties in 36 states consisting of463 multifamily properties (individually a "Property" and collectively223,591 units. An ownership breakdown includes:
Number of
Properties
Number of
Units
Wholly Owned Properties
919
194,886
Partially Owned Properties (Consolidated)
36
6,931
Unconsolidated Properties
84
21,774
Total Properties
1,039
223,591
The “Wholly Owned Properties” are accounted for under the
"Properties") containing 135,200 apartment units.consolidation method of accounting. The OperatingPartnership's interest in sixPartnership beneficially owns 100% fee simple title to 912 ofthese Properties atthetime of acquisition thereof consisted solely of ownership of debt collateralized by such919 Wholly Owned Properties. The Operating Partnershipalso hasowns the building and improvements and leases the land underlying the improvements under a long-term ground lease that expires in 2066 for one property. This one property is consolidated and reflected as a real estate asset while the ground lease is accounted for as aninvestmentoperating lease inpartnership interests and subordinated mortgages collateralized by 21 properties and mortgage loans collateralized by five properties (collectively, the "Additional Properties"accordance with Statement of Financial Accounting Standards (“SFAS”). The Properties and Additional Properties are located throughout the United States in the following 35 states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, Ohio, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Utah, Virginia, Washington and Wisconsin. In exchangeNo. 13, Accounting forcontributing 33 of the Zell Properties and the Management Business and the Starwood Properties, the 33 existing entities (the "Zell Original Owners"), and entities controlled by Starwood and EPMC received a total of 8,433,238 partnership interests ("OP Units") (including an additional 93,639 OP Units issued in August 1994 and 1,835 OP Units issued in September 1995) in the Operating Partnership. The other 13 Zell Properties were acquired from 13 existing partnerships (the "Zell Sellers") for $43.5 million in cash. The Management Business, the Zell Original Owners and the Zell Sellers are collectively "EQR's Predecessor Business." F-9. The Operating Partnership owns ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company has formed a series of partnerships (the "Financing Partnerships") which beneficially own certain Properties encumbered by mortgage indebtedness.Leasesa 1% limited partner interestthe debt collateralized by two properties anda 98% general partnerowns an interest ineach Financing Partnership.the debt collateralized by the remaining four properties. Theremaining 1% general partnerOperating Partnership consolidates its interest ineach Financing Partnership is owned by various qualified REIT subsidiaries whollythese 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” are controlled and partially owned by the
Company (each a "QRS Corporation"). Rental income fromOperating Partnership but have partners with minority interests and are accounted for under the consolidation method of accounting. The “Unconsolidated Properties” are partially owned but not controlled by the Operating Partnership. With the exception of one property, the Unconsolidated Properties consist of investments in partnership interests and/or subordinated mortgages that arebeneficially owned by a Financing Partnership is used first to serviceaccounted for under theapplicable mortgage debt and pay other operating expenses and any excess is then distributed 1% to the applicable QRS Corporation, as the general partnerequity method ofsuch Financing Partnership, and 99% to the Operating Partnership, as the sole 1% limited partner and as the 98% general partner.accounting. TheCompany has also formed a seriesremaining one property consists oflimited liability companies (the "LLCs") which own certain Properties and one such LLC which hasan investment inpartnership interests and subordinated mortgages collateralized by 21a limited liability company that, as a result of theAdditional Properties. The Operating Partnership is a 99% managing member of each LLC and a QRS Corporation is a 1% member of each LLC. In addition, the Company also owns a 1% general partner interest and a 81.1% limited partner interest in Evans Withycombe Residential, L. P. (the "EWR Operating Partnership") and the Operating Partnership owns a 16.1% limited partner interest and a 1% managing general partner interest in the EWR Operating Partnership. As of December 31, 1997, 451 Properties were managed by either Equity Residential Properties Management Limited Partnership, the successor to the Management Business contributed by EPMC contemporaneously with the EQR IPO and Equity Residential Properties Management Limited Partnership II (collectively, the "Management Partnerships"). The Management Partnerships collect a property management fee consistent with a reasonable arms-length charge for the performance of such services. The sole general partnersterms of theManagement Partnershipsoperating agreement, is accounted for as a management contract right witha 1% interest is the Operating Partnership.all fees recognized as fee and asset management revenue. Thesole limited partnersabove table does not include various uncompleted development properties.2. Summary of
the Management Partnerships are Equity Residential Properties Management Corp. ("Management Corp.") and Equity Residential Properties Management Corp. II ("Management Corp. II"), respectively, and each has a 99% interest in the respective partnership. 2.Significant Accounting PoliciesBasis of Presentation
The Wellsford Merger and the EWR Merger (collectively, the "Mergers") were treated as purchases in accordance with Accounting Principles Board Opinion No. 16. The fair value of the consideration given by the Company in the Mergers was used as the valuation basis for each of the combinations. The assets acquired and the liabilities assumed of Wellsford were recorded at their relative fair values as of May 30, 1997 (the "Wellsford Closing Date"). The assets acquired and the liabilities assumed of EWR were recorded at their relative fair values as of December 23, 1997 (the "EWR Closing Date"). The accompanying consolidated statements of operations and cash flows include the results of both Wellsford and EWR from their respective closing dates.Due to the Operating
Partnership'sPartnership’s ability as general partner to control either through ownership or by contract its subsidiaries, other than entities that own controlling interests in theManagement Partnerships,Unconsolidated Properties andF-11
certain other entities in which the
Financing Partnerships, the LLCs and the EWROperating Partnership has investments, each suchentitysubsidiary has been consolidated with the Operating Partnership forF-10ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)financial reporting purposes. Inregard to Management Corp., Management Corp. II and Evans Withycombe Management, Inc.,July 2001, the Operating Partnershipdoesacquired 100% of a management company entity, which had a controlling ownership interest in a portfolio of 21 previously Unconsolidated Properties. Subsequent to this transaction, the Operating Partnership consolidated these 21 properties. In September 2001, the Operating Partnership acquired the remaining 5% of the preferred stock it did nothaveown and 100% of the voting common stock in two other management company entities. As a result, the Operating Partnership now wholly-owns these two entities. The Operating Partnership consolidated the results of these two entities prior to this transaction despite not having legalcontrol; however, these entities are consolidated for financial reporting purposes,control, the effects of whicharewere immaterial.Certain reclassifications have been made to the prior year's financial statements in order to conform to the current year presentation.Minority interests represented by
the Company'sEQR’s indirect 1% interest in variousFinancing Partnerships and LLCsentities are immaterial and have not been accounted for in the Consolidated Financial Statements. In addition, certain amounts due fromthe CompanyEQR for its 1% interest inthe Financing Partnerships hasvarious entities have not been reflected in the Consolidated Balance Sheets since such amounts are immaterial to the Consolidated Balance Sheets.3.In June 2001, the Financial Accounting Standards Board (“FASB”) issued 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 Company’s mergers and acquisitions were accounted for as purchases in accordance with either Accounting Principles Board (“APB”) Opinion No. 16, Business Combinations
In connection with the Wellsford Merger each outstanding common share of beneficial interest of Wellsford was converted into .625 of a Common Share, or SFAS No. 141. The fair value of theCompany. In addition, Wellsford's Series A Cumulative Convertible Preferred Shares of Beneficial Interest were redesignated as the Company's 3,999,800 Series E Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share (the "Series E Preferred Shares") and Wellsford's Series B Cumulative Redeemable Preferred Shares of Beneficial Interest were redesignated as the Company's 2,300,000 9.65% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the "Series F Preferred Shares"). On the Wellsford Closing Date, 72 Properties containing 19,004 units and other related assets were acquired for a total purchase price of approximately $1 billion. The purchase price consisted of 10.8 million Common Shares issuedconsideration given by the Companywith a market value of $443.7 million, the liquidation value of $157.5 million for the Series E Preferred Shares and the Series F Preferred Shares, the assumption of mortgage indebtedness and unsecured notesin theamount of $345 million,mergers was used as theassumption of other liabilities of approximately $33.5 million and other merger related costs of approximately $23.4 million. Upon contributionvaluation basis for each of thenet assets bycombinations. The accompanying consolidated statements of operations and cash flows include theCompany to the Operating Partnership, the Operating Partnership issued 10.8 million OP Units to the Company. On the EWR Closing Date, 53 Properties containing 15,331 units and three Properties under construction or expansion expected to contain 953 units and other related assets were acquired for a total purchase price of approximately $1.2 billion. In connection with the EWR Merger, asresults of theEWR Closing Date, each outstanding common share of beneficial interest of EWR was converted into .50 of a Common Share ofproperties purchased through theCompany. The purchase price consisted of the Operating Partnership's contribution of the EWR Operating Partnership OP Units to the Operating Partnership at a market value of approximately $501.6 million, issuance of approximately 2.2 million Operating Partnership OP Units, in exchange for approximately 4.4 million EWR Operating Partnership OP Units at a market value of approximately $107.3 million, the assumption of mortgage indebtednessmergers andunsecured notes in the amount of $498 million, the assumption of other liabilities of approximately $28.2 million and other EWR Merger related costs of approximately $16.7 million. F-11ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Partner's Capital The limited partners of the Operating Partnership as of December 31, 1997 include various individuals and entities that contributed their properties to the Operating Partnership in exchange for a partnership interest (the "Limited Partners") and are represented by 9,592,590 OP Units which are exchangeable, subject to certain restrictions, on a one-for-one basis into the Company's Common Shares. As of December 31, 1997, the General Partner had an approximate 90.28% interest and the Limited Partners had an approximate 9.72% interest. In regards to the General Partner, net proceedsthrough acquisitions fromthe various equity offerings of the Company have been contributed by the Company to the Operating Partnership in return for an increased ownership percentage. Due to the Limited Partner's ability to convert their interest into an ownership interest in the General Partner, the net offering proceeds are allocated between the Company (as general partner) and the Limited Partners (to the extent represented by OP Units) to account for the change intheir respectivepercentage ownershipclosing dates.Real Estate Assets and Depreciation of
the equity of the Operating Partnership. F-12ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Operating Partnership paid a $0.625, $0.625, $0.625 and $0.67 per OP Unit distribution on April 11, July 11, October 10 and December 30, 1997, respectively, for the quarters ended March 31, June 30, September 30 and December 31, 1997, to OP Unit holders of record on March 28, June 27, September 26 and December 15, 1997, respectively. F-14ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes the distributions paid to the Company as holder of the various Preference Units listed below related to the year ended December 31, 1997:
For the Quarter or Period Distribution Amount Date Paid ended ------------------- --------- -----Series A Cumulative Redeemable Preference Units $0.585938 04/15/97 03/31/97 0.585937 07/15/97 06/30/97 0.585938 10/15/97 09/30/97 0.585937 01/15/98 12/31/97 Series B Cumulative Redeemable Preference Units $0.570313 04/15/97 03/31/97 0.570312 07/15/97 06/30/97 0.570313 10/15/97 09/30/97 0.570312 01/15/98 12/31/97 Series C Cumulative Redeemable Preference Units $0.570313 04/15/97 03/31/97 0.570312 07/15/97 06/30/97 0.570313 10/15/97 09/30/97 0.570312 01/15/98 12/31/97 Series D Cumulative Redeemable Preference Units (A) $0.334400 07/15/97 06/30/97 0.537500 10/15/97 09/30/97 0.537500 01/15/98 12/31/97 Series E Cumulative Convertible Preference Units $0.437500 07/01/97 06/30/97 0.437500 10/01/97 09/30/97 0.437500 01/02/98 12/31/97 Series F Cumulative Redeemable Preference Units $0.603125 07/15/97 06/30/97 0.603125 10/15/97 09/30/97 0.603125 01/15/98 12/31/97 Series G Convertible Cumulative Preference Units (B) $0.110800 10/15/97 09/30/97 0.453125 01/15/98 12/31/97(A) Partial distribution of $0.3344 covers the period May 21 through July 15, 1997. (B) Partial distribution of $0.1108 covers the period September 24 through October 15, 1997. 5. Summary of Significant Accounting Policies (a)Investment in Realestate assets and depreciationEstateReal estate is recorded at cost less accumulated depreciation less an adjustment, if any, for impairment.
Real estate intended to be held and operated by the Operating Partnership over their remaining useful life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the particular real estate may not be recoverable. If these events or changes in circumstances are present, the Operating Partnership estimates the sum of the F-15ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) expected future cash flows (undiscounted) to result from the operations and eventual disposition of the particular real estate, and if less than the carrying amount of the real estate, the Operating Partnership will recognize an impairment loss. Upon recognition of any impairment loss the Operating Partnership measures that lossA land value is assigned based on theamount by which the carrying amount of the real estate exceeds the estimated fair value of the real estate. For rental properties to be disposed of, an impairment losspurchase price if land isrecognized when the fair value of the real estate, less the estimated cost to sell, is less than the carrying amount of the real estate measured at the time the Operating Partnership hasacquired separately or based on market research if acquired in acommitment to sell the property and/merger oris actively marketing the property for sale. Real estate to be disposed of is reported at the lower of its carrying amountin a single orits estimated fair value, less its cost to sell. Depreciation is not recorded during the period in which assets are held for disposal.portfolio acquisition.Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The Operating Partnership uses a 30-year estimated life for buildings and a
10-yearfive-year estimated life forland improvements and up to a seven- year estimated life forinitial furniture, fixtures and equipment. Replacements inside a unit such as appliances and carpeting, are depreciated over a five-year estimated 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 usefullife.life, generally five to ten years. Initial direct leasing costs are expensed as incurredandas 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 and sufficient consideration has been received by the Operating Partnership. Upon disposition, the related costs and accumulateddeprecationdepreciation are removed from the respective accounts. Any gain or loss on saleor dispositionis recognized in accordance with accounting principles generally acceptedaccounting principles.in the United States.The Operating Partnership classifies
developmentsreal 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). The Operating Partnership classifies properties under development and/or expansion andlease-upproperties in the lease up phase asconstruction-in-progressconstruction in progress until constructionon the apartment communityhas been completed andthe apartment community has reached stabilized occupancy. The Operating Partnership generally considers a property stabilized when it first reaches 93% physical occupancy.all certificates of occupancy permits have been obtained. The Operating Partnership also classifies land relating toconstruction-in-progressconstruction in progress as land on its balancesheet. Land associated with construction-in-progresssheets.Impairment of Long-Lived Assets, Including Goodwill
In June 2001, the 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.
F-12
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS Nos. 142 and 144 were effective for fiscal years beginning after December 15, 2001. The Operating Partnership adopted these standards effective January 1, 2002. See Notes 16 and 21 for further discussion.
The Operating Partnership periodically evaluates its long-lived assets, including its investments in real estate and goodwill, for impairment indicators. 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 Operating Partnership to conclude that impairment indicators exist and an impairment loss is warranted.
For long-lived assets to be held and used, the Operating Partnership 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, an impairment loss would be recorded for the difference between the estimated fair value and the carrying amount of the asset.
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 Operating Partnership 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.
Goodwill and investments in unconsolidated entities accounted for under the equity method of accounting are specifically excluded from the scope of SFAS No. 144.
Prior to January 1, 2002, the Operating Partnership 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 Operating Partnership amortized goodwill on a straight-line basis over a period of 20 years. The accumulated amortization of goodwill was
$8.3$5.5 millionas ofat December 31,1997. (b)2001.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 Operating Partnership capitalizes the payroll and associated costs of employees directly responsible for and who spend all of their time on the supervision of major capital projects. These costs are reflected on the balance sheet as an increase to building.
The Operating Partnership 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 Operating Partnership 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. The Operating Partnership expenses as incurred all payroll costs of employees working directly at our properties, except for costs that 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. Stabilized occupancy is always deemed to have occurred no later than one year from cessation of major development activities. 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 Operating Partnership ceases the capitalization of such costs as the property becomes substantially complete and ready for its intended use.
F-13
Cash and Cash Equivalents
The Operating Partnership 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 Operating Partnership maintains its cash and cash equivalents at financial institutions. The combined account balances at
each institutionone or more institutions periodically exceed the Federal Depository Insurance Corporation("FDIC"(“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 Operating Partnership believes that the risk is not significant, as the Operating Partnership does not anticipatetheirthe financial institutions’ non-performance.F-16ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (c)Deferred Financing Costs
Deferred financing costs include fees and costs incurred to obtain the Operating
Partnership's linesPartnership’s line of credit, long-termfinancingfinancings and costs for certain interest rate protection agreements. 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.As of December 31, 1997 and 1996, theThe accumulated amortization of such deferred financing costs was$4.2$15.2 million and$3.8$22.9millionrespectively. (d) Interest Rate Protection Agreements The Operating Partnership from time to time enters into interest rate protection agreements to effectively convert floating rate debt to a fixed rate basis, as well as to hedge anticipated financing transactions. Net amounts paid or received under these agreements are recognized as an adjustment to interest expense when such amounts are incurred or earned. Settlement amounts paid or received in connection with terminated interest rate protection agreements are deferredat December 31, 2002 andamortized over the remaining term of the related financing transaction on the straight-line method. The Operating Partnership believes it has limited exposure to the extent of non-performance by the counterparties of each protection agreement since each counterparty is a major U.S. financial institution, and the Operating Partnership does not anticipate their non- performance. (e)2001, 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 and 138), Accounting for Derivative Instruments and Hedging Activities, requires the Operating Partnership to make estimates and judgments that affect the fair value of the instruments. The Operating Partnership, 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 Operating Partnership bases its estimates on other factors relevant to the financial instruments.
In the normal course of business, the Operating Partnership is exposed to the effect of interest rate changes. The Operating Partnership 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 Operating Partnership 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 Operating Partnership has not sustained a material loss from those instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.
On January 1, 2001, the Operating Partnership adopted SFAS No. 133 and its amendments (SFAS Nos. 137 and 138), 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 Operating Partnership does not use derivatives for trading or speculative purposes.
As of January 1, 2001, the adoption of the new standard resulted in derivative instruments reported on the balance sheet as liabilities of approximately $6.6 million; an adjustment of approximately $5.3 million to accumulated other comprehensive loss, which are gains and losses not affecting retained earnings in the consolidated statements of partners’ capital; and a charge of approximately $1.3 million as a cumulative effect of change in accounting principle in the consolidated statements of operations.
F-14
The fair values of the Operating
Partnership'sPartnership’s financial instruments, other than derivative instruments, including cash and cash equivalents,andmortgage notes payable, other notes payable,linesline of credit and other financial instruments, approximate their carrying or contract values.With respect to the Operating Partnership's investment in mortgage notes, the fair value as of December 31, 1997 was estimated to be approximately $184.8 million compared to the Operating Partnership's carrying value of $176.1 million. The estimated fair value of the Operating Partnership's investment in mortgage notes represents the estimated net present value based on the expected future property level cash flows and an estimated current market discount rate. (f)Revenue Recognition
Rental income attributable to leases is recorded when due from
tenantsresidents 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.(g) Lease Agreements A substantial portion of the leasesLeases entered into betweenthe tenanta resident and amultifamilyproperty, for the rental of an apartment unit,is month-to-month orare generally year-to-year, renewable upon consent of bothparties. F-17ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (h) Income Taxesparties on an annual or monthly basis.The Operating Partnership adopted the provisions of Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition, effective October 1, 2000. SAB No. 101 provides guidance on the recognition, presentation and disclosure of revenue in financial statements. The adoption of SAB No. 101 did not have a material impact on the Operating Partnership’s financial condition and results of operations.
Stock Option Compensation
The Company has chosen to account for its stock option compensation in accordance with APB No. 25, Accounting for Stock Issued to Employees,which results in no compensation expense for options issued with an exercise price equal to or exceeding the market value of EQR’s Common Shares on the date of grant. The Company will elect to expense its stock option 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 will result in compensation expense being recorded based on the fair value of the stock option compensation issued. Any Common Shares (see definition below) issued pursuant to EQR’s share option plan will result in the Operating Partnership issuing OP Units (see definition below) to EQR on a one-for-one basis.
Income Taxes
The Operating Partnership generally is not liable for Federal income taxes as the partners recognize their proportionate share of the Operating
PartnershipPartnership’s income or loss in their taxreturns,returns; therefore, generally no provision for Federal income taxes is made in the financial statements of the Operating Partnership. However, the Operating Partnership is subject to certain state and local income, excise and franchise taxes. The aggregate cost of land and depreciable property forFederalfederal income tax purposes as of December 31,19972002 and 2001 was approximately$6.2 billion. (i) Income per$8.7 billion and $8.6 billion, respectively.Effective in 2001, the Operating Partnership 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 2002 and 2001 and were recognized as general and administrative expenses in the consolidated statements of operations.
During the years ended December 31, 2002, 2001 and 2000, the Operating Partnership’s tax treatment of distributions were as follows:
Year Ended December 31,
2002
2001
2000
Tax treatment of distributions:
Ordinary income
$
1.398
$
1.369
$
1.528
Long-term capital gain
0.212
0.220
0.016
Unrecaptured section 1250 gain
0.120
0.091
0.031
Distributions declared per OP Unit outstanding
$
1.730
$
1.680
$
1.575
F-15
Partners’ Capital
The “Limited Partners” of ERPOP include various individuals and entities that contributed their properties to ERPOP in exchange for units of limited partnership interest in ERPOP (“OP
Unit In 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share ("Statement 128"Units”).Statement 128 replaced the calculationThe “General Partner” ofprimary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per shareERPOP isvery similar to the previously reported fully diluted earnings per share. All netEQR. Net incomeper weighted average OP Unit and net income per weighted average OP Unit--assuming dilution amounts for all periods have been presented and, where appropriate, restated to conform to the Statement 128 requirements. (j) Cash Distributions and Allocation of Income (Loss) Distributions, profits and losses are generallyis allocated to theGeneral Partner andLimited Partners based on their respective ownership percentage of the Operating Partnership. The ownership percentage is calculated by dividing the number of OP Units held by the Limited Partners by the total OP Units held by the Limited Partners and the General Partner. Issuance of additional EQR common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), and OP Units changes the ownership interests of both the Limited Partners and EQR. Such transactions and the proceeds therefrom are treated as capital transactions.Minority Interests
The Operating Partnership reflects minority interests in
proportionpartially owned properties on the balance sheet for the portion of properties consolidated by the Operating Partnership that are not wholly owned by the Operating Partnership. The earnings or losses from those properties attributable totheir respective percentage interests. (k) Usethe minority interests are reflected as minority interests in partially owned properties in the consolidated statements of operations.Use of Estimates
In preparation of the Operating
Partnership'sPartnership’s financial statements in conformity with accounting principles generally acceptedaccounting principles,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-18ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. Real Estate The following summarizes the carrying amountsReclassifications
Certain reclassifications considered necessary for
the real estate as of December 31, 1997 and 1996:
1997 1996 ---- ---- (Amounts in thousands)Land $ 791,980 $ 284,879 Buildings and Improvements 6,060,779 2,566,568 Furniture, Fixtures and Equipment 232,636 132,063 Construction in Progress 36,040 - ---------- ---------- Real estate 7,121,435 2,983,510 Accumulated Depreciation (444,762) (301,512) ---------- ---------- Real estate, net $6,676,673 $2,681,998 ========== ==========In additiona fair presentation have been made to theMergers, duringprior period financial statements in order to conform to the current yearended December 31, 1997,presentation. These reclassifications have not changed theOperating Partnership acquiredresults of operations or partners’ capital.Other
In April 2002, the
124 Properties listed below. Each Property was purchasedFASB 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 froman unaffiliated third party, exceptdebt 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 for12 of the Properties, which were purchased from affiliates of the Operating Partnership, Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership ("Zell/Merrill I") and subsidiaries of Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II ("Zell/Merrill II").fiscal years beginning after May 15, 2002. Thetotal purchase price for the Properties acquired from Zell/Merrill I and Zell/Merrill II was approximately $162.2 million. In connection with certain of the acquisitions listed below, the Operating Partnership assumed mortgage indebtedness of approximately $597.2 million and issued OP Units having a value of approximately $191.3 million. The cash portion of these transactions was funded primarily from proceeds raised from the various equity offerings of the Company as well as from proceeds raised from the issuances of debt securities as discussed in Note 13. F-19ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Total Acquisition Date Number Cost (in Acquired Property Location of Units thousands) - -------- -------- -------- -------- ------------01/02/97 Town Center Kingwood, TX 258 $ 12,874 01/21/97 Harborview San Pedro, CA 160 19,109 01/31/97 The Cardinal Greensboro, NC 256 13,180 02/12/97 Trails at Dominion Houston, TX 843 38,525 02/25/97 Dartmouth Woods Lakewood, CO 201 12,489 02/28/97 Rincon Houston, TX 288 21,157 02/28/97 Waterford at the Lakes Kent, WA 344 19,443 03/17/97 Junipers at Yarmouth Yarmouth, ME 225 9,326 03/20/97 Lincoln Harbor Ft. Lauderdale, FL 324 22,325 03/24/97 Sedona Ridge Phoenix, AZ 250 15,262 03/28/97 Club at the Green Beaverton, OR 254 14,906 03/28/97 Boulder Creek (formerly Knight's Castle) Wilsonville, OR 296 15,239 04/04/97 Country Gables Beaverton, OR 288 16,030 04/04/97 Watermark Square Portland, OR 390 15,984 04/04/97 Indigo Springs Kent, WA 278 12,903 04/29/97 Summit Chase Coral Springs, FL 140 5,613 05/13/97 Willow Brook Durham, NC 176 8,553 05/15/97 The Willows Knoxville, TN 250 11,064 05/21/97 Cascade at Landmark Alexandria, VA 277 23,322 05/21/97 Sabal Palm Club Pompano Beach, FL 416 23,913 05/21/97 Tamarlane Portland, ME 115 5,861 05/22/97 Spinnaker Cove Hermitage, TN 278 14,700 05/29/97 Banyan Lake Boynton Beach, FL 288 14,031 05/30/97 Wyndridge III Memphis, TN 284 15,204 06/06/97 Wyndridge II Memphis, TN 284 15,285 06/13/97 Windemere Mesa, AZ 224 9,641 06/13/97 Preston Bend Dallas, TX 255 11,062 06/13/97 Highline Oaks Denver, CO 220 10,782 06/17/97 Hunter's Ridge/South Pointe St. Louis, MO 390 19,603 06/19/97 Club at Tanasbourne Hillsboro, OR 352 20,098 06/26/97 Wood Creek Pleasant Hill, CA 256 32,816 07/02/97 Ridgemont/Mountain Brook Chattanooga, TN 506 15,105 07/11/97 Foxchase Grand Prairie, TX 260 8,528 07/18/97 La Mirage San Diego, CA 1,070 128,988 07/31/97 Bay Ridge San Pedro, CA 60 4,581 08/07/97 Boynton Place Boynton Beach, FL 192 9,425 08/07/97 Gates of Redmond I Redmond, WA 180 14,445 08/12/97 Cambridge Village Lewisville, TX 200 9,614 08/12/97 Crosswinds St. Petersburg, FL 208 7,351 08/15/97 Gates of Redmond II Redmond, WA 100 8,025 08/27/97 Paces Station/Paces on the Green Atlanta, GA 610 37,432F-20ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Total Acquisition Date Number Cost (in Acquired Property Location of Units thousands) - -------- -------- -------- -------- ------------09/05/97 North Hill Atlanta, GA 420 21,093 09/05/97 Casa Camino Ruiz (formerly Pardee Casas) San Diego, CA 196 13,345 09/29/97 The Classic Stamford, CT 144 22,776 09/30/97 Cambridge at Hickory Hollow Nashville, TN 360 21,155 10/02/97 Brookfield Salt Lake City, UT 128 6,833 10/09/97 Atrium Durham, NC 208 11,233 10/09/97 Burwick Farms Howell, MI 264 11,026 10/09/97 Carolina Crossing Greenville, SC 156 5,481 10/09/97 Chimneys Charlotte, NC 214 9,051 10/09/97 Clarion Decatur, GA 217 15,026 10/09/97 Concorde Bridge Overland Park, KS 248 19,737 10/09/97 Creekwood Charlotte, NC 384 18,599 10/09/97 Eastland on the Lake Columbus, OH 376 8,183 10/09/97 Garden Lake Riverdale, GA 278 14,645 10/09/97 Glen Eagle Greenville, SC 192 8,340 10/09/97 Grey Eagle Greenville, SC 156 7,255 10/09/97 Hickory Ridge Greenville, SC 90 2,858 10/09/97 Hidden Oaks Cary, NC 216 11,770 10/09/97 Highland Grove Stone Mt., GA 268 16,662 10/09/97 Mariners Wharf Orange Park, FL 272 18,594 10/09/97 Northlake Jacksonville, FL 240 11,660 10/09/97 Silver Springs Jacksonville, FL 432 18,310 10/09/97 Tamarind at Stoneridge Columbia, SC 240 10,545 10/09/97 Tivoli Lakes Club Deerfield Beach, FL 278 18,051 10/09/97 Village of Sycamore Ridge Memphis, TN 114 6,228 10/09/97 Woodland Meadows Ann Arbor, MI 306 20,045 10/17/97 Deerwood Corona, CA 316 25,073 10/21/97 Autumn Creek Cordova, TN 210 11,024 10/21/97 Blue Swan San Antonio, TX 285 9,018 10/21/97 Brookridge Centreville, VA 252 18,541 10/21/97 Chantecleer Lakes Naperville, IL 304 23,038 10/21/97 Crescent at Cherry Creek Denver, CO 216 17,721 10/21/97 Governor's Pointe Roswell, GA 468 28,258 10/21/97 Hidden Palms Tampa, FL 256 8,427 10/21/97 Idlewood Indianapolis, IN 320 14,043 10/21/97 Jefferson at Walnut Creek Austin, TX 342 17,343 10/21/97 Kirby Place Houston, TX 362 29,533 10/21/97 Larkspur Woods Sacramento, CA 232 20,335 10/21/97 Northwoods Village Cary, NC 228 12,830 10/21/97 Orchard of Landen Maineville, OH 312 20,236 10/21/97 Preakness Antioch, TN 260 9,237F-21ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Total Acquisition Date Number Cost (in Acquired Property Location of Units thousands) - -------- -------- -------- -------- ------------10/21/97 Riverside Park Tulsa, OK 288 13,828 10/21/97 Sycamore Creek Scottsdale, AZ 350 22,232 10/21/97 Trinity Lakes Cordova, TN 330 16,944 11/21/97 Parkridge Place Irving, TX 536 23,503 11/21/97 Villa Serenas Tucson, AZ 611 16,843 12/05/97 Hollyview Silver Spring, MD 42 1,684 12/11/97 Cierra Crest Denver, CO 480 39,632 12/11/97 Arbor Glen Ypsilanti, MI 220 10,922 12/11/97 Breckenridge Lexington, KY 382 16,458 12/11/97 Ethans Ridge I Kansas City, MO 316 19,459 12/11/97 Ethans Ridge II Kansas City, MO 242 14,655 12/11/97 Ethans Glen III Kansas City, MO 48 2,441 12/11/97 Farmington Gates Germantown, TN 182 9,697 12/11/97 Fountain Place I Eden Prairie, MN 332 23,999 12/11/97 Fountain Place II Eden Prairie, MN 158 12,265 12/11/97 Geary Court Yard San Francisco, CA 164 17,194 12/11/97 James Street Crossing Kent, WA 300 20,786 12/11/97 Ocean Walk Key West, FL 296 28,353 12/11/97 Regency Woods West Des Moines, IA 200 7,451 12/11/97 Ridgeway Commons Memphis, TN 127 5,684 12/11/97 River Oak Louisville, KY 268 12,539 12/11/97 Royal Oak Eagan, MN 231 15,982 12/11/97 The Cedars Charlotte, NC 360 20,253 12/11/97 Trailway Pond I Burnsville, MN 75 4,768 12/11/97 Trailway Pond II Burnsville, MN 165 11,047 12/11/97 Valley Creek I Woodbury, MN 225 16,226 12/11/97 Valley Creek II Woodbury, MN 177 12,295 12/11/97 Westwood Pines Tamarac, FL 208 15,261 12/11/97 White Bear Woods White Bear Lake, MN 225 16,213 12/11/97 Wood Crest Villa Westland, MI 458 9,260 12/11/97 Wood Lane Place Woodbury, MN 216 20,033 12/17/97 Crystal Village Attleboro, MA 91 6,349 12/17/97 Mill Village Randolph, MA 310 19,584 12/18/97 Ridgewood Village San Diego, CA 192 19,779 12/18/97 Meadows in the Park Birmingham, AL 200 9,525 12/18/97 Meadows on the Lake Birmingham, AL 200 9,521 12/18/97 Vinings at Ashley Lake Boynton Beach, FL 440 26,860 12/23/97 Chartwell Court Houston, TX 243 14,036 12/30/97 Glenlake Club Glendale Heights, IL 336 21,708 12/31/97 Arboretum Atlanta, GA 312 20,607 ------ ---------- 33,542 $1,982,828 ====== ==========F-22ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. Investment in Limited Partnerships - Development Properties In December 1997, the Operating Partnership entered into a joint venture agreement with a multifamily residential real estate developer whereby theOperating Partnership willmake investments inadopt the standard effective January 1, 2003.In January 2003, the FASB issued Interpretation ("FIN") No. 46, Consolidation of Variable Interest Entities. FIN No. 46 requires a
limited partnershipvariable interest entity tofundbe consolidated by aportioncompany if that company is subject to a majority of thetotal project development costrisk ofnew multifamily developments in certainloss from the variable interest entity's activities or entitled to receive a majority of theOperating Partnership's target markets (the "Joint Venture Agreement"). Asentity's residual returns or both. The consolidation requirements ofDecemberFIN No. 46 apply immediately to variable interest entities created after January 31,1997,2003 and apply to older entities in theOperating Partnership has funded approximately $6.9 million in connection with this agreement. The amounts invested are included in other assets on the balance sheet. 8. Real Estate Dispositions During 1997, the Operating Partnership disposed of the properties listed below. Each property was sold to an unaffiliated third party.first fiscal year or interim period beginning after June 15, 2003. The Operating Partnership
Disposition Number Price (in Date Disposed Property Location of Units thousands) - ------------- -------------------- ----------------- -------- -----------03/28/97 Plantation Monroe, LA 200 $ 4,800 08/25/97 Paradise Pointe Land Hollywood, FL N/A 712 11/19/97 Quail Run Oklahoma City, OK 208 5,000 11/19/97 Stonebrook Oklahoma City, OK 360 8,850 12/11/97 Cambridge Tacoma, WA 96 3,665 12/11/97 Crown Pointe Tacoma, WA 76 2,542 12/11/97 Windemere Tacoma, WA 36 1,342 12/11/97 Diplomat South Beech Grove, IN 272 7,000 12/18/97 Village of Hampshire Heights (Partial) Toledo, OH 88 2,600 ----- ------- 1,336 $36,511 ===== =======recognizedwill adopt FIN No. 46 in the third quarter of 2003 but has not yet determined the effect that adoption will have on its consolidated financial position and results of operations.3. Business Combinations
On July 11, 2000, the Company acquired Globe Business Resources, Inc. (“Globe”) in an all cash and debt transaction valued at $163.2 million. Globe provided fully furnished short-term housing through an inventory of leased housing units to transferring or temporarily assigned corporate personnel, new hires, trainees, consultants and individual customers throughout the United States. Additionally, Globe leased and sold furniture to a
total gaindiversified base ofapproximately $13.8commercial and residential customers throughout the United States. Shareholders of Globe received $13.00 per share, which approximated $58.7 million in cash based on thedisposition4.5 million Globe shares outstanding. EQR contributed all ofthese seven properties,theportionassets and liabilities ofone Property and the vacant land parcel. During the year ended December 31, 1995, the Operating Partnership recorded a $1 million loss which represented the estimated impairment in connection with the potential sale of University Park located in Toledo, Ohio. This Property had a net carrying amount as of December 31, 1995 of approximately $1.1 million after the impairment loss. The impairment loss on real estate to be disposed of is included in gain on disposition of properties on the statement of operations for the year ended December 31, 1995. 9. Calculation of Net Income Per Weighted Average OP Unit The following tables set forth the computation of net income per weighted average OP Unit outstanding and net income per weighted average OP Unit outstanding - assuming dilution. F-23
Year Ended December 31, ------------------------------------ 1997 1996 1995 --------- --------- --------- (Amounts in thousands except per share amounts)Numerator: Income before gain on disposition of properties, extraordinary items and allocation of income to Redeemable Preference Interests and Redeemable Preference Units $ 176,014 $ 97,033 $ 59,738 Income allocated to Redeemable Preference Interests -- (263) (1,508) Income allocated to Redeemable Preference Units (59,012) (29,015) (10,109) --------- --------- --------- Income before gain on disposition of properties and extraordinary items 117,002 67,755 48,121 Gain on disposition of properties 13,838 22,402 21,617 Extraordinary items -- (3,512) 2,000 --------- --------- --------- Numerator for net income per weighted average OP Unit outstanding $ 130,840 $ 86,645 $ 71,738 ========= ========= ========= Effect of dilutive securities: Series E Cumulative Convertible Preference Units -- -- -- Series G Convertible Cumulative Preference Units -- -- -- --------- --------- --------- Numerator for net income per weighted average OP Unit outstanding - assuming dilution $ 130,840 $ 86,645 $ 71,738 ========= ========= ========= Denominator: Denominator for net income per weighted average OP Unit outstanding 73,182 51,108 42,749 Effect of dilutive securities (1): OP Units issuable upon exercise of the Company's share options (2) 1,099 412 116 --------- --------- --------- Denominator for net income per weighted average OP Unit outstanding - assuming dilution 74,281 51,520 42,865 ========= ========= ========= Net income per weighted average OP Unit outstanding $ 1.79 $ 1.70 $ 1.68 ========= ========= ========= Net income per weighted average OP Unit outstanding - assuming dilution $ 1.76 $ 1.69 $ 1.67 ========= ========= =========F-24
Year ended December 31, ------------------------------------- 1997 1996 1995 --------- --------- ---------Net income per weighted average OP Unit outstanding: Income before gain on disposition of properties and extraordinary items per weighted average OP Unit outstanding $ 1.60 $ 1.33 $ 1.12 Gain on disposition of properties 0.19 0.44 0.51 Extraordinary items -- (0.07) 0.05 --------- --------- --------- Net income per weighted average OP Unit outstanding $ 1.79 $ 1.70 $ 1.68 ========= ========= ========= Net income per weighted average OP Unit outstanding - assuming dilution: Income before gain on disposition of properties and extraordinary items per weighted average OP Unit outstanding - assuming dilution $ 1.58 $ 1.33 $ 1.12 Gain on disposition of properties 0.18 0.43 0.50 Extraordinary items -- (0.07) 0.05 --------- --------- --------- Net income per weighted average OP Unit Share outstanding - assuming dilution $ 1.76 $ 1.69 $ 1.67 ========= ========= =========(1) Convertible Preference Units that could be converted into 2,763,898 Common Shares which would be contributedGlobe to the Operating Partnership in exchange forOP Units were outstanding at December 31, 1997 but were notan increased ownership interest. In addition, the Company:• Acquired $94.8 million in other Globe assets and assumed $29.6 million in other Globe liabilities;
F-16
• Allocated $68.4 million to goodwill;
• Recorded acquisition costs of $4.5 million; and
• Assumed $70.4 million in debt, which included $1.4 million in mortgage debt, $39.5 million in unsecured notes, and Globe’s line of credit of $29.5 million outstanding.
On July 21, 2000, the
computation of diluted earnings per OP Unit because it would be anti- dilutive. (2) PursuantCompany, through its Globe subsidiary, acquired Temporary Quarters, Inc., the leading corporate housing provider in Atlanta, Georgia, in a $3.3 million all cash transaction.During 2001 and prior to the
Company's share option plan,one-year anniversary of the Globe acquisition, the Company recorded net increases to goodwill 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 21.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
offered the opportunity to acquire Common Shares through the grant of share options ("Options") to officers, directors, key employees and consultantsretained ownership of the former Globe short-term furnished housing business, which is now known as ECH.On October 31, 2000, the Company acquired Grove Property Trust (“Grove”) for
4.1 million, 2.3a total purchase price of $463.2 million and1.4 million Common Shares at a weighted average exercise price of $36.22, $28.76 and $26.97 per Common Share as of December 31, 1997, 1996 and 1995, respectively. As of December 31, 1997, 1996 and 1995, 1.3 million, .9 million, and .7 million Common Shares were exercisable, respectively. Any Common Shares issued pursuantsucceeded to theCompany's share option plan will result in the Operating Partnership issuing OP Units to the Company on a one-for-one basis. Accordingly, the dilutive effectownership ofthe Company's Options have been included in the number of OP Units outstanding - assuming dilution. F-25ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10. Investment in Mortgage Notes and Partnership Interests In 1995, the Operating Partnership made an $89 million investment in partnership interests and subordinated mortgages collateralized by 21 of the Additional Properties. These 21 Additional Properties consist of 3,896 units, located in California, Colorado, New Mexico and Oklahoma. This included an $87.1 million investment in second and third mortgages (net of an original discount of approximately $12.7 million to their face value), $1.6 million represents a one time payment for an interest rate protection agreement and $0.3 million represents an investment for primarily a 49.5% limited partnership interest in the title-holding entities. As the Operating Partnership does not control the general partners of the title-holding entities and substantially60 properties containing 7,308 units. EQR contributed all of theOperating Partnership's investment is in secondassets andthird mortgages (which are subordinateliabilities of Grove tofirst mortgages owned by third party unaffiliated entities), the $87.1 million investment is accounted for as an investment in mortgage notes. The $1.6 million payment made for the interest rate protection agreement is included in deferred financing costs and is being amortized over the term of the related debt. The investment in limited partnership interests is accounted for under the equity method and is included in other assets on the balance sheet. As of December 31, 1997 the second mortgage notes had a combined principal balance of approximately $25.5 million, accrue interest at a rate of 9.45% per annum, receive principal amortization from excess cash flow and have a stated maturity date of December 31, 2019. The third mortgage notes had a combined principal balance of approximately $71.1 million, accrue interest at a rate of 6.15% per annum, plus up to an additional 3% per annum to the extent of available cash flow. Contingent interest on the third mortgage notes is recognized to the extent it is determined to be received. The third mortgage notes have a stated maturity of December 31, 2024. Receipt of principal and interest on the second and third mortgage notes is subordinated to the receipt of all interest on the first mortgage notes. With respect to the discount on these notes, the unamortized balance at December 31, 1997 was $9 million. During 1997 and 1996, the Operating Partnership amortized $3.1 million and $0.6 million, respectively, which is included in interest income - investment in mortgage notes in the consolidated statement of operations. This discount is being amortized utilizing the effective yield method. On April 28, 1997, the Operating Partnership made an $88 million investment in six mortgage loans collateralized by five multifamily properties. These five multifamily properties are included in the Additional Properties. As of December 31, 1997, these six mortgage loans had a combined principal balance of approximately $88 million and accrue interest at a rate of 8.25%. These six mortgage loans are scheduled to mature on January 1, 2006. 11. Mortgage Notes Payable As of December 31, 1997, the Operating Partnership had outstanding mortgage indebtedness of approximately of $1.6 billion encumbering 152 of the Properties. The carrying value of such Properties (net of accumulated depreciation of $145.1 million) was approximately $2.6 billion. The mortgage notes payable are generally due in monthly installments of interest only. In connection F-26ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) with the Properties acquired during the year ended December 31, 1997, including the effects of the Mergers, the Operating Partnership assumed the outstanding mortgage balances on 90 Properties in the aggregate amount of $931 million, which includes a premium of approximately $3.9 million recorded in connection with the EWR Merger. Concurrent with the refinancing of certain tax-exempt bonds and as a requirement of the credit provider of the bonds, the Financing Partnership, which owns certain of the Properties, entered into interest rate protection agreements, which were assigned to the credit provider as additional security. The Financing Partnership pays interest based on a fixed interest rate and the counterparty of the agreement pays interest to the Operating Partnership at a floating rate that is calculated based on the Public Securities Association Index for municipal bonds ("PSA Municipal Index"). As of December 31, 1997 and 1996, the aggregate notional amounts of these agreements were approximately $174.3 million and $166.8 million, respectively. The fixed interest rates for these agreements were 4.81%, 4.528% and 4.90%. The termination dates are October 1, 2003, January 1, 2004 and April 1, 2004. The Operating Partnership simultaneously entered into substantially identical reverse interest rate protection agreements. Under these agreements the Operating Partnership pays interest monthly at a floating rate based on the PSA Municipal Index and the counterparty pays interest to the Operating Partnership based on a fixed interest rate. As of December 31, 1997 and 1996, the aggregate notional amount of these agreements was approximately $174.3 million and $166.8 million, respectively. The fixed interest rates received bythe Operating Partnership in exchange forpaying interest based onan increased ownership interest. The Company:• Paid $17.00 per share or $141.6 million in cash to purchase the
PSA Municipal Index for these agreements were 4.74%, 4.458% and 4.83%8.3 million outstanding common shares of Grove;• Paid $17.00 per unit or $12.4 million in cash to purchase 0.7 million Grove OP Units outstanding at the merger date;
• Converted 2.1 million Grove OP Units to 1.6 million of the Operating Partnership’s OP Units using the conversion ratio of 0.7392 (after cash-out of fractional units). The
termination dates arevalue of these converted OP Units totaled $37.2 million;• Assumed $241.3 million in Grove debt, which included first and second mortgages totaling $203.4 million and Grove’s line of credit totaling $38.0 million. Grove’s line of credit and two mortgage loans totaling $7.8 million were paid off immediately after the closing;
• Acquired $20.1 million in other Grove assets and assumed $11.2 million in other Grove liabilities, including a contingent earnout liability totaling $1.5 million. This amount represented the estimated additional cash or OP Units required to be funded to the previous owners of Glen Meadow Apartments upon the transition of this property from subsidized to market rents; and
• Recorded acquisition costs of $19.5 million.
4.Partners’ Capital
On October
1, 2003, January 1, 2004 and April 1, 2004. Collectively, these agreements effectively cost11, 2001, the Operating Partnership0.07% per annum oneffected a two-for-one split of its OP Units to unit holders of record as of September 21, 2001. All OP Units presented have been retroactively adjusted to reflect thecurrent outstanding aggregate notional amount.OP Unit split.The
Operating Partnership believes that it has limited exposure tofollowing table presents theextent of non-performance by the counterparties of the agreements since each counterparty is a major U.S. financial institution, andchanges in the OperatingPartnership does not anticipate their non-performance. Furthermore, any non-performance by the counterparty is offset by non- performance by the Operating Partnership. The Operating Partnership also has an interest rate cap agreement for a notional amount of $228,000,000, for which it will receive payments if the PSA index exceeds 5.75%, that terminates on December 1, 1999. Any payments by the counterparty under this agreement have been collaterally assigned to the provider of certain sureties related to the tax exempt bonds secured by certain of it's Properties. The Operating Partnership has no payment obligations to the counterparty with respect to this agreement. As of December 31, 1997, scheduled maturitiesPartnership’s issued and outstanding OP Units for theOperating Partnership's outstanding mortgage indebtedness are at various dates through October 1, 2030. During the yearyears ended December 31,1997, effective interest cost on certain of these mortgage notes was 7.5%. During2002, 2001 and 2000:F-17
2002
2001
2000
Operating Partnership’s OP Units outstanding at January 1,
294,818,566
290,090,252
279,869,080
Issued to General Partner:
Conversion of Series E Preference Units
909,873
260,078
438,810
Conversion of Series G Preference Units
70
—
2,560
Conversion of Series H Preference Units
4,050
6,972
128,280
Conversion of all Series J Preference Units
—
—
5,644,024
Employee Share Purchase Plan
324,238
310,261
299,580
Dividend Reinvestment –DRIP Plan
41,407
42,649
69,504
Share Purchase –DRIP Plan
31,354
33,106
26,374
Exercise of EQR options
1,435,115
3,187,530
1,370,186
Restricted EQR share grants, net
885,967
730,982
475,862
OP Units repurchased and retired
(5,092,300
)
—
—
OP Units other
396
(313
)
—
Issued to Limited Partners:
Issuance pursuant to Grove acquisition
—
—
1,560,806
Issuance through acquisitions
37,388
73,351
205,186
Conversion of Series A Junior Preference Units
—
83,698
—
Operating Partnership’s OP Units outstanding at December 31,
293,396,124
294,818,566
290,090,252
On February 3, 1998, the
year ended December 31, 1997, the Operating Partnership repaid the outstanding mortgage balances on 29 Properties in the aggregate amount of $113.4 million. Subsequent to December 31, 1997, the Operating Partnership repaid the outstanding mortgage balance on one Property in the amount of approximately $18.2 million. In February 1996, the Operating Partnership entered into an interest rate protection agreement, which hedged the interest rate risk of $50 million of mortgage loans, scheduled to mature in September 1997 by locking the five year Treasury Rate, commencing October 1, 1997 through October 1, 2002. This agreement was cancelled in July 1997, at no cost to the Operating Partnership, in conjunction with the Operating Partnership entering into another interest rate protection agreement to effectively fix the cost of the Operating Partnership's unsecured notes issued in November 1997. F-27ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of December 31, 1996, the Operating Partnership had outstanding mortgage indebtedness of approximately $755.4 million encumbering 88 of the Properties. The carrying value of such Properties (net of accumulated depreciation of $141.2 million) was $1.1 billion. The mortgage notes payable are generally due in monthly installments of interest only. In connection with the Properties acquired during the year ended December 31, 1996, the Operating Partnership assumed the outstanding mortgage balances on 14 Properties in the aggregate amount of $142.2 million. In addition, during 1996, in two separate transactions, certain indebtedness evidenced by tax-exempt bonds encumbering certain Properties was refinanced resulting in an increase in mortgage indebtedness affecting these Properties of approximately $112 million. In connection with one of these transactions, the Operating Partnership also recorded an extraordinary loss in the amount of approximately $3.5 million, which represented the write-off of unamortized deferred financing costs from the early retirement of debt. During the year ended December 31, 1996, the effective interest cost on these mortgage notes was 7.87%. During the year ended December 31, 1996, the Operating Partnership repaid the outstanding mortgage balances on eight Properties in the aggregate amount of $57 million. During 1996 the Operating Partnership terminated two interest rate protection agreements that were initially entered into in connection with two mortgage loans with notional amounts totaling $64.2 million. These two agreements effectively converted these two mortgage loans to fixed rate instruments based on the London Interbank Offered Rate ("LIBOR"). Upon the termination of these agreements the Operating Partnership received settlement payments of approximately $230,000. Aggregate payments of principal on mortgage notes payable for each of the next five years and thereafter are as follows:
Year Total ------------ --------- (in thousands)1998 $ 61,109 1999 18,130 2000 37,154 2001 185,550 2002 178,797 Thereafter 1,101,819 ---------- Total $1,582,559 ==========12. Lines of Credit On November 15, 1996, the Operating Partnership completed an agreement with Morgan Guaranty TrustCompanyof New York and Bank of America Illinois to provide the Operating Partnership a $250 million F-28ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) unsecured line of credit. In September 1997, this agreement was amended to increase the potential borrowings to $500 million. This line of credit matures in November 1999 and borrowings generally will bear interest at a per annum rate of one, two, three or six month LIBOR, plus a certain rate dependent upon the Operating Partnership's credit rating, which rate is currently 0.45%, and is subject to an annual facility fee of $750,000. As of December 31, 1997, $235 million was outstanding on this line of credit, bearing interest at a weighted average rate of 6.46%. F-29ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Notes On May 16, 1994, the Operating Partnership issued $125 million of unsecured senior notes (the "1999 Notes") in a private placement (the "Debt Offering") to qualified institutional buyers. The 1999 Notes were issued at a discount, which is being amortized over the life of the 1999 Notes on a straight-line basis. As of December 31, 1997 the unamortized discount balance was approximately $0.2 million. The 1999 Notes are due May 15, 1999 and bear interest at a rate of 8.5%, which is payable semiannually in arrears on May 15 and November 15. In February 1996, the Operating Partnership entered into an interest rate protection agreement that hedged the interest rate risk of the 1999 Notes by locking the effective four year Treasury Rate commencing May 15, 1999. There was no current cost to the Operating Partnership for entering into this agreement. In December 1994, the Operating Partnership registered $500 million in debt securities pursuant to a debt shelf registration statement (the "Debt Shelf Registration") of which $100 million of unsecured floating rate notes (the "Floating Rate Notes") were issued by the Operating Partnership on December 22, 1994 (the "Public Debt Offering"). The Floating Rate Notes were repaid at maturity on December 22, 1997. In April 1995, the Operating Partnership issued $125 million of unsecured fixed rate notes (the "2002 Notes") in connection with the Debt Shelf Registration in a public debt offering (the "Second Public Debt Offering"). The 2002 Notes were issued at a discount, which is being amortized over the life of the 2002 Notes on a straight-line basis. As of December 31, 1997 the unamortized discount balance was approximately $0.6 million. The 2002 Notes are due on April 15, 2002 and bear interest at 7.95%, which is payable semi-annually on each October 15 and April 15. The Operating Partnership received net proceeds of $123.1 million in connection with the Second Public Debt Offering. Prior to the issuance of the 2002 Notes, the Operating Partnership entered into an interest rate protection agreement to effectively fix the interest rate cost of such issuance. The Operating Partnership made a one-time settlement payment of this protection transaction, which was approximately $0.8 million, which amount is being amortized over the term of the 2002 Notes. As of December 31, 1997 the unamortized balance of this cost was approximately $0.5 million. In August 1996, the Operating Partnership issued $150 million of unsecured fixed rate notes (the "2026 Notes") in connection with the Debt Shelf Registration in a public debt offering (the "Third Public Debt Offering"). The 2026 Notes are due on August 15, 2026 and bear interest at 7.57%, which is payable semi-annually in arrears on February 15 and August 15, commencing February 15, 1997. The 2026 Notes are redeemable at any time after August 15, 2006 by the Operating Partnership pursuant to the terms thereof. The Operating Partnership received net proceeds of approximately $149 million in connection with this issuance. Prior to the issuance of the 2026 Notes, the Operating Partnership entered into an interest rate protection agreement to effectively fix the interest rate cost of this issuance to 7.5%. The Operating Partnership received a one-time settlement payment from this transaction, which was approximately $0.6 million, which amount is being amortized over the term of the 2026 Notes on a straight-line basis. As of December 31, 1997, the unamortized balance was approximately $0.5 million. F-30ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) On September 18, 1996, the Operating Partnershipfiled with the SEC a Form S-3 Registration Statement to register$500 million$1.0 billion ofdebt securities (the "1996 Debt Shelf Registration").equity securities. The SEC declared thisRegistrationregistration statement effective onSeptember 23, 1996.February 27, 1998. InOctober 1997,addition, theOperating Partnership issued $150Company carried over $272.4 millionof unsecured fixed rate notes (the "2017 Notes") in connection withrelated to the1996 Debt Shelf Registration in a public debt offering (the "October 1997 Public Debt Offering"). The 2017 Notes were issued at a discount, which is being amortized over the life of the 2017 Notesregistration statement effective ona straight-line basis.August 4, 1997. As of December 31,19972002, $1.1 billion remained available for issuance under this registration statement.During October 2002, EQR repurchased 5,092,300 of its Common Shares on the
unamortized discount balance wasopen market at an average price of $22.58 per share. EQR paid approximately$1.2 million. The 2017 Notes are due on October 15, 2017 and bear interest at 7.125%,$115.0 million for these shares, whichis payable semiannually in arrears on April 15 and October 15, commencing April 15, 1998. The 2017 Notes are redeemable at any time bywere retired subsequent to the repurchase. Concurrent with this transaction, the Operating Partnershippursuantrepurchased and retired 5,092,300 OP Units previously issued tothe terms thereof. The Operating Partnership received net proceeds of approximately $147.4 million in connection with this issuance. In November 1997, the Operating Partnership issued $200 million of unsecured fixed rate notes in connection with the 1996 Debt Shelf Registration in a public debt offering (the "November 1997 Public Debt Offering"). Of the $200 million issued, $150 million of these notes are due November 15, 2001 (the "2001 Notes") and bear interest at a rate of 6.55%, which is payable semiannually in arrears on May 15 and November 15, commencing on May 15, 1998. The remaining $50 million of these notes are due November 15, 2003 (the "2003 Notes") and bear interest at a rate of 6.65%, which is payable semiannually in arrears on May 15 and November 15, commencing on May 15, 1998. The 2001 Notes were issued at a discount, which is being amortized over the life of the 2001 Notes on a straight-line basis.EQR.As of December 31,
19972002 and 2001, theunamortized discount balance was approximately $0.3 million. The Operating Partnership receivedLimited Partners own an approximate 7.6% and 7.9% ownership interest in ERPOP, respectively. Subject to applicable securities law restrictions, the Limited Partners may exchange their OP Units for EQR Common Shares on a one-for-one basis.EQR contributes all net proceeds from its various equity offerings (including proceeds from exercise of
approximately $148.9 millionoptions for EQR Common Shares) to the Operating Partnership. In return for those contributions, EQR receives a number of OP Units inconnection withERPOP equal to the2001 Notes.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
2003 Notes werefollowing table presents the Operating Partnership’s issuedat a discount, which is being amortized over the life of the 2003 Notes on a straight-line basis. Asand outstanding “Preference Units” as of December 31,1997 the unamortized discount balance was approximately $0.1 million. The Operating Partnership received net proceeds of approximately $49.6 million in connection with the 2003 Notes. Prior to the issuance of the 20012002 and2003 Notes, the Operating Partnership entered into two interest rate protection agreements to effectively fix the interest rate costs of such issuances. The Operating Partnership made a one time settlement payment for each protection transaction, which was approximately $5 million and $1.7 million, respectively, which are being amortized over the term of the Notes on a straight-line basis. As of December 31, 1997 the unamortized balance of these costs were approximately $4.9 million and $1.6 million, respectively. Included in the note balance are four unsecured note issuances assumed in connection with the Wellsford Merger. These are discussed in the following three paragraphs. In January 1995, $100 million of senior unsecured notes due February 1, 2002 (the "2002-A Notes") were issued. The 2002-A Notes bear interest at a rate of 9.375%, which is payable semiannually in arrears on August 1 and February 1. In connection with the assumption of the 2002-A Notes, the Operating Partnership recorded a premium in the amount of $5.6 million, which is being amortized over the remaining life of the notes on a straight-line basis. As of December 31, 1997, the unamortized premium balance relating to the 2002-A Notes was approximately $4.9 million. F-31ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In August 1995, $125 million of senior unsecured notes were issued. Of the $125 million issued, $55 million of these notes are due August 15, 2000 (the "2000 Notes") and bear interest at a rate of 7.25%, which is payable semiannually in arrears on February 15 and August 15. The remaining $70 million of these notes are due August 15, 2005 (the "2005 Notes") and bear interest at a rate of 7.75%, which is payable semiannually in arrears on February 1 and August 1. In November 1996, $25 million of medium term unsecured floating rate notes due November 24, 1999 (the "1999-A Notes") were issued. The 1999-A Notes bear interest at 90 day LIBOR plus 0.32%, which is payable quarterly in arrears on the 25th day of each February, May, August and November. Also included in the note balance are two unsecured note issuances assumed in connection with the EWR Merger. These are discussed in the following two paragraphs. In April 1997, $75 million of senior unsecured notes due April 15, 2004 (the "2004 Notes") were issued. The 2004 Notes bear interest at a rate of 7.5%, which is payable semiannually in arrears on October 15 and April 15. In connection with the assumption of the 2004 Notes, the Operating Partnership recorded a premium in the amount of $1.7 million, which is being amortized over the remaining life of the notes on a straight-line basis. As of December 31, 1997, the unamortized premium balance relating to the 2004 Notes was approximately $1.7 million. In April 1997, $50 million of senior unsecured notes due April 15, 2007 (the "2007 Notes") were issued. The 2007 Notes bear interest at a rate of 7.625%, which is payable semiannually in arrears on October 15 and April 15. In connection with the assumption of the 2007 Notes, the Operating Partnership recorded a premium in the amount of $1.6 million, which is being amortized over the remaining life of the notes on a straight-line basis. As of December 31, 1997, the unamortized premium balance relating to the 2007 Notes was approximately $1.6 million. In regard to all of the interest rate protection agreements mentioned in the previous paragraphs, the Operating Partnership believes that it has limited exposure to the extent of non-performance by the counterparties of each agreement since each counterparty is a major U.S. financial institution and the Operating Partnership does not anticipate their non-performance. 14. Redeemable Preference Interests In connection with the acquisition of seven of the Properties which closed in December 1994, the Company, through the Operating Partnership, issued 41,213 preferred interests ("Preference Units") to certain sellers of these Properties. The Preference Units had a stated value of $1,000 and entitled the holders thereof to preferential distributions from the Operating Partnership (other than liquidating distributions) before distributions to the holders of the OP Units and the Company (provided the Company shall be entitled to receive distributions necessary to maintain its REIT status under U.S. tax laws). The Operating Partnership also made loans to certain of these sellers in the aggregate amount of $15.2 million, which loans are fully collateralized by 465,545 OP Units. F-32ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) During the year ended December 31, 1995, the Operating Partnership redeemed 1,423 Preference Units for a total redemption price of approximately $1,351,900. During the year ended December 31, 1996 the Operating Partnership redeemed 1,140 Preference Units for a total redemption price of approximately $1.1 million. On March 1, 1996, the Operating Partnership exercised its option to convert all of the Preference Units into OP Units. This conversion resulted in 1,182,835 OP Units being issued. 15. 9 3/8% Series A Cumulative Redeemable Preference Units In June 1995, the Company sold 6,120,000 of its 9 3/8% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (liquidation preference $25 per share) (the "Series A Preferred Shares"), at $25 per share. The Company raised gross proceeds of $153 million from this offering (the "Series A Preferred Share Offering"). The net proceeds of approximately $148.2 million from the Series A Preferred Share Offering were contributed by the Company to the Operating Partnership in exchange for 6,120,000 of the Operating Partnership's 9 3/8% cumulative redeemable preference units (the "Series A Cumulative Redeemable Preference Units"). The Series A Preferred Shares are cumulative from the date of original issue and are payable quarterly on or about the fifteenth of January, April, July and October of each year, at the annual rate of 9 3/8% of the liquidation preference of $25 per share. The Series A Preferred Shares are not redeemable prior to June 1, 2000.2001:F-18
Annual
Dividend
Rate per
Unit (3)
Amounts in thousands
Redemption
Date (1) (2)
Conversion
Rate (2)
December 31,
2002
December 31,
2001
Preference Units:
9 1/8% Series B Cumulative Redeemable Preference Units; liquidation value $250 per unit; 500,000 units issued and outstanding at December 31, 2002 and December 31, 2001
10/15/05
N/A
$
22.81252
$
125,000
$
125,000
9 1/8% Series C Cumulative Redeemable Preference Units; liquidation value $250 per unit; 460,000 units issued and outstanding at December 31, 2002 and December 31, 2001
9/9/06
N/A
$
22.81252
115,000
115,000
8.60% Series D Cumulative Redeemable Preference Units; liquidation value $250 per unit; 700,000 units issued and outstanding at December 31, 2002 and December 31, 2001
7/15/07
N/A
$
21.50000
175,000
175,000
7.00% Series E Cumulative Convertible Preference Units; liquidation value $25 per unit; 2,548,114 and 3,365,794 units issued and outstanding at December 31, 2002 and December31, 2001, respectively
11/1/98
1.1128
$
1.75000
63,703
84,145
7 ¼% Series G Convertible Cumulative Preference Units; liquidation value $250 per unit; 1,264,692 and 1,264,700 units issued and outstanding at December 31, 2002 and December 31,2001, respectively
9/15/02
8.5360
$
18.12500
316,173
316,175
7.00% Series H Cumulative Convertible Preference Units; liquidation value $25 per unit; 51,228 and 54,027 units issued and outstanding at December 31, 2002 and December 31, 2001, respectively
6/30/98
1.4480
$
1.75000
1,281
1,351
8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at December 31, 2002 and December 31, 2001
12/10/26
N/A
$
4.14500
50,000
50,000
7.625% Series L Cumulative Redeemable Preference Units; liquidation value $25 per unit; 4,000,000 units issued and outstanding at December 31, 2002 and December 31, 2001
2/13/03
N/A
$
1.90625
100,000
100,000
$
946,157
$
966,671
(1) On or after
June 1, 2000,thePreferred Sharesredemption date, redeemable Preference Units (Series B, C, D, K and L) may be redeemed for cash at the option of the Company, in whole or in part, at a redemption priceof $25equal to the liquidation price pershare,unit, plus accrued and unpaid distributions, if any,thereon. 16. 9 1/8%in conjunction with the concurrent redemption of the corresponding Preferred Shares of EQR.(2) On or after the redemption date, convertible Preference Units (Series E, G & H) may be redeemed under certain circumstances for cash or OP Units at the option of the Company, in whole or in part, at various redemption prices per unit based upon the contractual conversion rate, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption/conversion of the corresponding Preferred Shares of EQR. The conversion rate listed for Series G is the preference unit rate and the equivalent depositary unit rate is 0.8536.
(3) Dividends on all series of Preference Units are payable quarterly at various pay dates. Dividend rates listed for Series B, C, D and G are Preference Unit rates and the equivalent depositary unit annual dividend rates are $2.281252, $2.281252, $2.15 and $1.8125, respectively.
Cumulative
Redeemable Preference Units In November 1995, the Company sold 5,000,000 depositary shares (the "Series B Depositary Shares"). Each Series B Depositary Share representsthrough December 31, 2002, a1/10 fractional interest in a 9 1/8% Series B Cumulative Redeemable Preferred Share of Beneficial Interest, $0.01 par value per share (the "Series B Preferred Shares"). The liquidation preference of eachsubsidiary of theSeries B Preferred shares is $250.00 (equivalent to $25 per Series B Depositary Share). The Company raised gross proceedsOperating Partnership issued various series of$125“Preference Interests” with an equity value of $246.0 millionfrom this offering (the "Series B Preferred Share Offering"). Thereceiving net proceeds ofapproximately $121 million from$239.9 million. The following table presents theSeries B Preferred Share Offering were contributed byissued and outstanding Preference Interests as of December 31, 2002 and December 31, 2001:F-19
Annual
Dividend
Rate per
Unit (3)
Amounts in thousands
Redemption
Date (1)(2)
Conversion
Rate (2)
December 31,
2002
December 31,
2001
Preference Interests:
8.00% Series A Cumulative Redeemable Preference Interests; liquidation value $50 per unit; 800,000 units issued And outstanding at December 31, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
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, 2002 and December 31, 2001
12/14/06
1.4108
$
3.8125
11,500
11,500
$
246,000
$
246,000
(1) On or after the
Company to the Operating Partnership in exchange for 500,000fifth anniversary of theOperating Partnership's 9 1/8% cumulative redeemable preference unitsrespective issuance (the"Series B Cumulative Redeemable Preference Units"“Redemption Date”). The Series B Preferred Shares are cumulative from the date of original issue and are payable quarterly on or about the fifteenth day of January, April, July and October of each year, commencing on January 15, 1996, at the annual rate of 9 1/8%, all of theliquidation preference of $25 per Series B Depositary Share. The Series B Preferred Shares are not redeemable prior to October 15, 2005. On and after October 15, 2005, the Series B Preferred SharesPreference 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$250$50.00 pershare (equivalentunit 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
$25 per Series B Depositary Share),Common Shares based upon the contractual conversion rate, plus accrued and unpaid distributions, ifany, thereon. F-33ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 17. 9 1/8% Series C Cumulative Redeemableany.(3) Dividends on all series of Preference Interests are payable quarterly on March 25th, June 25th, September 25th,and December 25th of each year.
The following table presents the Operating Partnership’s issued and outstanding Junior Convertible Preference Units (the “Junior Preference Units”) as of December 31, 2002 and December 31, 2001:
F-20
Annual
Dividend
Rate per
Unit(3)
Amounts in thousands
Redemption
Date
Conversion
Rate
December 31,
2002
December 31,
2001
Junior Preference Units:
Series A Junior Convertible Preference Units; liquidation value $100 per unit; 56,616 units issued and outstanding at December 31, 2002 and December 31, 2001
(1)
4.0816
$
5.46934
$
5,662
$
5,662
Series B Junior Convertible Preference Units; liquidation value $25 per unit; 7,367 units issued and outstanding at December 31, 2002 and December 31, 2001
(2)
(2)
$
2.00000
184
184
$
5,846
$
5,846
(1)
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.
(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)
Dividends on both series of Junior Preference Units are payable quarterly at various pay dates.
5.
Real Estate
The following table summarizes the carrying amounts for investment in real estate as of December 31, 2002 and 2001 (Amounts are in thousands):
2002
2001
Land
$
1,803,577
$
1,840,170
Buildings and Improvements
10,643,030
10,577,332
Furniture, Fixtures and Equipment
597,215
519,515
Construction in Progress
2,441
79,166
Real Estate
13,046,263
13,016,183
Accumulated Depreciation
(2,112,017
)
(1,718,845
)
Real Estate, net
$
10,934,246
$
11,297,338
The following table summarizes the carrying amounts for real estate held for disposition as of December 31, 2002 and 2001 (Amounts are in thousands):
2002
2001
Land
$
—
$
361
Buildings and Improvements
—
3,157
Furniture, Fixtures and Equipment
—
140
Real Estate
—
3,658
Accumulated Depreciation
—
(287
)
Real Estate, net
$
—
$
3,371
During the year ended December 31, 2002, the Operating Partnership acquired the entire equity
F-21
interest in the twelve properties listed below from unaffiliated parties, and one additional unit at an existing property, for a total purchase price of $289.9 million.
Date
Acquired
Property
Location
Number of
Units
Acquisition Price
(in thousands)
03/28/02
Isles at Sawgrass
Sunrise, FL
368
$
26,000
04/24/02
Center Pointe
Beaverton, OR
264
19,100
04/30/02
Mira Flores
Palm Beach Gardens, FL
352
29,250
05/15/02
Gramercy Park
Houston, TX
384
26,000
05/31/02
Enclave at Winston Park
Coconut Creek, FL
278
25,450
05/31/02
St. Andrews at Winston Park
Coconut Creek, FL
284
25,450
06/21/02
Westside Villas VII
Los Angeles, CA
53
15,250
07/17/02
Savannah Lakes
Boynton Beach, FL
466
37,400
08/01/02
Cove at Fisher’s Landing
Vancouver, WA
253
17,800
08/08/02
Avon Place (condo unit)
Avon, CT
1
69
08/09/02
Montevista
Dallas, TX
350
23,675
11/21/02
Stone Oak
Houston, TX
318
20,000
11/26/02
Providence at Kirby
Houston, TX
263
24,500
3,634
$
289,944
During the fourth quarter of 2002, the Operating Partnership 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 Operating Partnership recorded an additional $102.1 million in investment in real estate.
On December 31, 2002, the Operating Partnership 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 Operating Partnership 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 Operating Partnership will account 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 Operating Partnership 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.
During the year ended December 31, 2001, the Operating Partnership acquired fourteen properties and one parcel of land containing 3,421 units for a total purchase price of $387.8 million.
On July 2, 2001, the Operating Partnership acquired an additional ownership interest in 21 previously Unconsolidated Properties containing 3,896 units. Prior to July 2, 2001, the Operating Partnership accounted for this portfolio as an investment in mortgage notes (see Note 8). As a result of this additional ownership acquisition, the Operating Partnership acquired a controlling interest, and as such, now consolidates these properties for financial reporting purposes. The Operating Partnership recorded additional investments in real estate totaling $258.9 million in connection with this transaction.
During the years ended December 31, 2002, 2001 and 2000, the Operating Partnership capitalized $10.0 million, $8.3 million and $1.4 million, respectively, in interest costs related to wholly-owned development projects (which reduced interest expense incurred in the consolidated statements of operations).
6. Real Estate Dispositions
During the year ended December 31, 2002, the Operating Partnership disposed of the fifty-eight
F-22
properties listed below to unaffiliated parties. The Operating Partnership recognized a net gain on sales of discontinued operations of approximately $104.3 million and a net gain on sales of unconsolidated entities of approximately $5.1 million.
Date
Disposed
Property
Location
Number
Of Units
Disposition
Price
(in thousands)
01/17/02
Ravenwood
Mauldin, SC
82
$
2,425
01/24/02
Larkspur I & II
Moraine, OH
45
899
01/31/02
Springwood II
Austintown, OH
43
900
02/21/02
Scottsdale Courtyards
Scottsdale, AZ
274
26,500
04/11/02
Applegate
Lordstown, OH
39
723
04/11/02
Applerun
Warren, OH
48
1,054
04/11/02
Brunswick
Cortland, OH
59
1,424
05/01/02
The Landings
Memphis, TN
292
10,300
05/03/02
Waterbury
Clarksville, TN
54
1,385
05/09/02
Arboretum
Tucson, AZ
496
25,000
05/09/02
Orange Grove Village
Tucson, AZ
400
17,400
05/09/02
Village at Tanque Verde
Tucson, AZ
217
9,100
05/14/02
Canyon Crest Views
Riverside, CA
178
20,450
05/14/02
Merrimac Woods
Costa Mesa, CA
123
12,950
05/14/02
Sierra Canyon
Santa Clarita, CA
232
23,500
05/15/02
Meadowood
Wellsville, OH
40
812
05/23/02
Pine Meadow
Greensboro, NC
204
7,550
05/23/02
Palms at South Shore
League City, TX
240
12,850
05/31/02
California Gardens
Jacksonville, FL
71
1,468
05/31/02
Westcreek
Jacksonville, FL
86
2,282
06/19/02
Apple Run
Hillsdale, MI
39
1,047
07/02/02
Cedar Ridge
Arlington, TX
121
5,500
07/02/02
Fielder Crossing
Arlington, TX
119
4,100
07/09/02
Vacant Land
Detroit, MI
—
10
07/11/02
Stonehenge
Tecumseh, MI
48
1,238
07/11/02
Ashgrove
Marshall, MI
51
1,314
07/12/02
Mill Village
Randolph, MA
311
31,800
07/18/02
Meadowood I
Jackson, MI
47
1,450
07/24/02
Mountain Run
Albuquerque, NM
472
21,500
07/30/02
Celebration at Westchase
Houston, TX
367
16,150
07/30/02
Pleasant Ridge
Arlington, TX
63
2,605
07/31/02
Cedargate I & II
Bowling Green, KY
117
3,020
08/15/02
The Cedars
Charlotte, NC
360
14,800
08/29/02
Bourbon Square (Retail)
Palatine, IL
—
1,200
09/30/02
River Bend
Tampa, FL
296
11,200
10/29/02
Brunswick I & II
Morgantown, WV
183
5,400
10/31/02
Harvest Grove
Conyers, GA
376
18,900
10/31/02
Pinney Brook
Ellington, CT
35
1,475
10/31/02
Arbor Commons
Ellington, CT
28
1,800
11/15/02
Knox Landing
Knoxville, TN
85
1,841
11/15/02
Woodlands
Franklin, KY
56
1,050
11/19/02
Ridgetree I & II
Dallas, TX
798
27,375
11/20/02
Palatka Oaks I & II
Palatka, FL
57
1,225
12/05/02
Parkwood East
Fort Collins, CO
259
18,650
12/16/02
Alderwood Park
Lynwood, WA
188
12,410
12/16/02
Ridgegate
Kent, WA
153
10,087
12/16/02
Ridgetop, The
Silverdale, WA
221
13,234
12/16/02
Wellington
Silverdale, WA
240
15,635
12/20/02
Ridgeway Commons
Memphis, TN
127
5,200
12/20/02
Farmington Gates
Germantown, TN
182
9,450
12/23/02
Fountain Creek
Phoenix, AZ
186
8,950
12/23/02
Wycliffe Court
Murfreesboro, TN
63
1,600
12/27/02
Polos, The
Fort Myers, FL
328
19,483
12/27/02
Windridge
Dunwood, GA
272
14,100
Various
Four Lakes Condo Units
Lisle, IL
115
12,535
Wholly Owned Properties
9,586
496,306
01/31/02
Mount Laurel Crossing*
Mt. Laurel, NJ
296
11,317
04/23/02
Foxton*
Seymour, IN
39
—
08/13/02
Chase Knolls*
Los Angeles, CA
—
23,479
10/31/02
Newberry*
Grove City, PA
52
400
11/08/02
Hidden Pointe*
Atlanta, GA
440
—
11/15/02
Regents Court*
San Diego, CA
251
14,528
11/26/02
Greenleaf*
Toledo, OH
49
138
Unconsolidated Properties
1,127
49,862
Total
10,713
$
546,168
* Represents the Operating Partnership’s share of the net disposition proceeds.
F-23
During the year ended December 31, 2001, the Operating Partnership sold forty-nine properties containing 8,807 units to unaffiliated parties for a total sales price of $416.9 million. Including the joint venture sales discussed below, the Operating Partnership recognized a net gain on sales of discontinued operations of approximately $148.9 million and a net gain on sales of unconsolidated entities of approximately $0.4 million.
During 2001, the Operating Partnership entered into a joint venture with an unaffiliated joint venture partner (“JVP”). At closing, the Operating Partnership sold and/or contributed eleven wholly owned properties containing 3,011 units valued at $202.5 million to the joint venture encumbered with $20.2 million in mortgage loans obtained on February 16, 2001. An additional $123.6 million of mortgage loans was obtained by the joint venture. The JVP contributed cash in an amount equal to 75% of the equity in the joint venture, which was then distributed to the Operating Partnership. The Operating Partnership retained a 25% interest in the joint venture along with the right to manage the properties. In
September 1996,accordance with the respective joint venture organization documents, the Operating Partnership and the JVP both shall have the right, but not the obligation, to infuse additional cash into the joint venture. There are no other agreements that require the Operating Partnership or the JVP to infuse cash into the joint venture. In addition, the Operating Partnership and the JVP have not guaranteed the mortgage indebtedness of the joint venture. As a result, the Operating Partnership recognized 75% of the gain on the sales and/or contributions of property to the joint venture, which totaled approximately $36.2 million. The Operating Partnership has classified its initial $3.4 million 25% interest in the joint venture (at carryover basis) as investments in unconsolidated entities and accounted for it under the equity method of accounting.7. Commitments to Acquire/Dispose of Real Estate
As of December 31, 2002, in addition to the property that was subsequently acquired as discussed in Note 23, the Operating Partnership had entered into separate agreements to acquire two multifamily properties containing 694 units from unaffiliated parties. The Operating Partnership expects a combined purchase price of approximately $73.0 million, including the assumption of mortgage indebtedness of approximately $35.2 million.
F-24
As of December 31, 2002, in addition to the properties that were subsequently disposed of as discussed in Note 23, the Operating Partnership had entered into separate agreements to dispose of thirty-eight multifamily properties containing 7,313 units to unaffiliated parties. The Operating Partnership expects a combined disposition price of approximately $348.6 million.
The closings of these pending transactions are subject to certain contingencies and conditions, 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 Operating Partnership 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 Operating Partnership received $61.4 million in cash during 2001 as partial repayment of its investment in these mortgage notes.
On July 2, 2001, the Operating Partnership acquired an additional ownership interest in the 21 entities that own the Unconsolidated Properties. As a result of this additional ownership interest, the Company
sold 4,600,000 depositary shares (the "Series C Depositary Shares")now has a controlling interest, and as such, consolidates these properties for financial reporting purposes.During 2001, the Operating Partnership 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.Investments in Unconsolidated Entities
The Operating Partnership has co-invested in various properties with unrelated third parties. The following table summarizes the Operating Partnership’s investments in unconsolidated entities as of December 31, 2002 (amounts in thousands except for project and unit amounts):
Institutional
Joint
Ventures
Stabilized
Development
Projects (1)
Projects
Under
Development
Lexford/
Other
Totals
Total projects
45
11
18
(2)
23
97
Total units
10,846
3,483
4,981
(2)
2,773
22,083
Operating Partnership’s percentage ownership of outstanding debt
25.0
%
100.0
%
100.0
%
11.1
%
Operating Partnership’s share of outstanding debt (4)
$
121,200
$
268,283
$
468,645
(3)
$
5,512
$
863,640
(1)The Operating Partnership determines a project to be stabilized once it has maintained an average physical occupancy of 90% or more for a three-month period.
(2)Includes fourteen projects under development consisting of 3,961 units, which are not included in the Operating Partnership’s property/unit counts at December 31, 2002. Totals also exclude Fort Lewis Military Housing consisting of one property and 3,652 units, which is not accounted for under the equity method of accounting.
(3)A total of $786.9 million is available for funding under this construction debt, of which $468.6 million
F-25
was funded and outstanding at December 31, 2002.
4)As of January 30, 2003, the Operating Partnership has funded $51.0 million as additional collateral on selected debt (see Note 10).
Each Series C Depositary Share represents a 1/10 fractional interestAll remaining debt is non-recourse to EQR and the Operating Partnership.Investments in
a 9 1/8% Series C Cumulative Redeemable Preferred Shareunconsolidated entities include the Unconsolidated Properties as well as various development properties under construction or pending construction. The Operating Partnership does not consolidate these entities as it does not have sole control ofBeneficial Interest, $0.01 par value share (the "Series C Preferred Shares")the major decisions (such as sale and/or financing/refinancing). Theliquidation preferenceOperating Partnership’s common equity ownership interests in these entities range from 4.5% to 50.0% at December 31, 2002.These investments are accounted for utilizing the equity method of accounting. Under the equity method of accounting, the net equity investment of the Operating Partnership is reflected on the consolidated balance sheets and after the project is completed, the consolidated statements of operations include the Operating Partnership’s share of net income or loss from the unconsolidated entity. Prior to the project being completed, the Operating Partnership 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. During the years ended December 31, 2002, 2001 and 2000, the Operating Partnership capitalized $17.2 million, $19.9 million and $16.2 million, respectively, in interest cost related to its unconsolidated development projects (which reduced interest expense incurred in the consolidated statements of operations).
The Operating Partnership generally contributes between 25% and 35% of the project cost of the unconsolidated projects under development, with the remaining cost financed through third-party construction mortgages.
10. Deposits - Restricted
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.
As of December 31, 2001, deposits-restricted totaled $218.6 million and primarily included the following:
•deposits in the amount of $57.5 million held in third party escrow accounts to provide collateral for third party construction financing in connection with unconsolidated development projects;
•approximately $86.5 million in tax-deferred (1031) exchange proceeds; and
•approximately $74.6 million for resident security, utility, and other deposits.
11. Mortgage Notes Payable
As of December 31, 2002, the Operating Partnership had outstanding mortgage indebtedness of approximately $2.9 billion.
During the year ended December 31, 2002, the Operating Partnership:
•repaid $407.7 million of mortgage loans;
•assumed $50.5 million of mortgage debt on certain properties in connection with their acquisitions and/or consolidations;
•disposed of $128.3 million of mortgage debt assumed by the purchaser in connection with the
F-26
disposition of certain 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, scheduled maturities for the Operating Partnership’s outstanding mortgage indebtedness were at various dates through October 1, 2033. At December 31, 2002, the interest rate range on the Operating Partnership’s mortgage debt was 1.29% to 12.465%. During the year ended December 31, 2002, the weighted average interest rate on the Operating Partnership’s mortgage debt was 6.35%.
The historical cost, net of accumulated depreciation, of encumbered properties was $4.1 billion and $4.9 billion at December 31, 2002 and 2001, respectively.
Aggregate payments of principal on mortgage notes payable for each of the
Series C Preferred Shares is $250.00 (equivalentnext five years and thereafter are as follows (amounts in thousands):
Year
Total
2003
$
123,603
2004
185,232
2005
184,539
2006
255,452
2007
161,001
Thereafter
2,017,071
Net Unamortized Premiums/Discounts
716
Total
$
2,927,614
As of December 31, 2001, the Operating Partnership had outstanding mortgage indebtedness of approximately $3.3 billion.
During the year ended December 31, 2001, the Operating Partnership:
•repaid $396.9 million of mortgage loans;
•assumed $91.6 million of mortgage debt on certain properties in connection with their acquisitions;
•obtained $301.5 million of new mortgage debt on previously unconsolidated properties;
•disposed of $30.4 million of mortgage debt assumed by the purchaser in connection with the disposition of certain properties;
•obtained $26.0 million of new mortgage debt on previously unencumbered properties; and
•received $65.6 million in construction loan draw proceeds on certain properties.
As of December 31, 2001, scheduled maturities for the Operating Partnership’s outstanding mortgage indebtedness were at various dates through October 1, 2033. At December 31, 2001, the interest rate range on the Operating Partnership’s mortgage debt was 1.50% to
$25 per Series C Depositary Share)12.465%. During the year ended December 31, 2001, the weighted average interest rate on the Operating Partnership’s mortgage debt was 6.54%.12. Notes
The
Company raised gross proceedsfollowing tables summarize the Operating Partnership’s unsecured note balances and certain interest rate and maturity date information as of$115and for the years ended December 31, 2002 and 2001, respectively:F-27
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%
2024-2029
Totals
$
2,456,085
December 31, 2001
(Amounts are in thousands)
Net Principal
Balance
Interest Rate
Ranges
Weighted
Average
Interest Rate
Maturity
Date Ranges
Fixed Rate Public Notes
$
2,033,276
5.0 - 9.375%
6.96%
2002 – 2026
Floating Rate Public Note
99,888
(1)
5.15%
2003
Fixed Rate Tax-Exempt Bonds
127,780
4.75 - 5.20%
5.07%
2024-2029
Totals
$
2,260,944
(1) The interest rate on this note was LIBOR (reset quarterly) plus a spread equal to 0.63% at both December 31, 2002 and December 31, 2001.
As of December 31, 2002, the Operating Partnership had outstanding unsecured notes of approximately $2.5 billion net of a $6.0 million
fromdiscount and including a $8.6 million premium.As of December 31, 2001, the Operating Partnership had outstanding unsecured notes of approximately $2.3 billion net of a $3.8 million discount and including a $2.9 million premium.
On August 25, 2000, the Operating Partnership filed with the SEC a Form S-3 Registration Statement to register $1.0 billion of debt securities. The SEC declared this
offering (the "Series C Preferred Share Offering"). Theregistration statement effective on September 8, 2000. In addition, the Operating Partnership carried over $430.0 million related to the registration statement effective on February 27, 1998. As of December 31, 2002, $680.0 million remained available for issuance under this registration statement.During the year ended December 31, 2002, the Operating Partnership:
• 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
approximately $111.4$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.
During the year ended December 31, 2001, the Operating Partnership:
• issued $300.0 million of ten-year 6.95% fixed-rate public notes; and
• repaid $150.0 million of 6.55% 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):
F-28
Year
Total
2003
$
210,347
2004
419,643
2005*
493,534
2006
204,085
2007
154,918
Thereafter
970,945
Net Unamortized Premiums
8,619
Net Unamortized Discounts
(6,006
)
Total
$
2,456,085
*Includes $300 million with a final maturity of 2015 that is putable/callable in 2005.
13.Line of Credit
On May 30, 2002, the Operating Partnership obtained a new three-year $700.0 million unsecured revolving credit facility maturing May 29, 2005. The new line of credit replaced the $700.0 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. 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 upon bids received from the
Series C Preferred Share Offeringlending group. EQR has guaranteed the Operating Partnership’s line of credit up to the maximum amount and for the full term of the facility.As of December 31, 2002 and 2001, $140.0 million and $195.0 million, respectively, was outstanding and $60.8 million and $59.0 million, respectively, was restricted (dedicated to support letters of credit and not available for borrowing) on the line of credit. During the years ended December 31, 2002 and 2001, the weighted average interest rate was 2.30% and 5.03%, respectively.
In connection with the Globe acquisition, the Operating Partnership assumed a revolving credit facility with potential borrowings of up to $55.0 million. On May 31, 2001, this credit facility was terminated.
14. Derivative Instruments
The following table summarizes the consolidated derivative instruments at December 31, 2002 (dollar amounts are in thousands):
Cash Flow
Hedges
Fair Value
Hedges
Forward
Starting
Swaps
Offsetting
Receive
Floating
Swaps/Caps
Offsetting
Pay
Floating
Swaps/Caps
Current Notional Balance
$
400,000
$
120,000
$
250,000
$
255,118
$
255,118
Lowest Possible Notional
$
400,000
$
120,000
$
250,000
$
251,410
$
251,410
Highest Possible Notional
$
400,000
$
120,000
$
250,000
$
431,444
$
431,444
Lowest Interest Rate
3.65125
%
7.25000
%
5.06375
%
4.52800
%
4.45800
%
Highest Interest Rate
5.81000
%
7.25000
%
5.42600
%
6.00000
%
6.00000
%
Earliest Maturity Date
2003
2005
2013
2003
2003
Latest Maturity Date
2005
2005
2013
2007
2007
Estimated Asset (Liability) Fair Value
$
(14,438
)
$
9,069
$
(11,077
)
$
(3,148
)
$
3,025
At December 31, 2002, certain unconsolidated development partnerships in which the Operating Partnership invested had entered into swaps to hedge the interest rate risk exposure on unconsolidated
F-29
floating rate construction mortgage loans. The Operating Partnership has recorded its proportionate share of these hedges on its consolidated balance sheets. These swaps have been designated as cash flow hedges with a current aggregate notional amount of $446.6million (notional amounts range from $169.2million to $555.9million over the terms of the swaps) at interest rates ranging from 2.115% to 6.94% maturing at various dates ranging from 2003 to 2005 with a net liability fair value of $13.9million. During the year ended December 31, 2002, the Operating Partnership recognized an unrealized loss of $1.1 million due to ineffectiveness of certain of these unconsolidated development derivatives (included in income (loss) from investments in unconsolidated entities).
On December 31, 2002, the net derivative instruments were
contributed byreported at their fair value as other liabilities of approximately $16.6 million and as a reduction to investments in unconsolidated entities of approximately $13.9 million. As of December 31, 2002, there were approximately $42.8 million in deferred losses, net, included in accumulated other comprehensive loss. Based on theCompanyestimated fair values of the net derivative instruments at December 31, 2002, the Operating Partnership may recognize an estimated $17.7 million of accumulated other comprehensive loss as additional interest expense during the twelve months ending December 31, 2003, of which $7.9 million is related to the unconsolidated development partnerships.15. Calculation of Net Income Per Weighted Average OP Unit
The following tables set forth the computation of net income per OP Unit – basic and net income per OP Unit – diluted:
F-30
Year Ended December 31,
2002
2001
2000
(Amounts in thousands except per OP Unit amounts)
Numerator:
Income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain on sales of unconsolidated entities, discontinued operations, extraordinary items, cumulative effect of change in accounting principle and allocation to preference unit/interest distributions
$
328,905
$
393,120
$
360,878
Allocation to Minority Interests – Partially Owned Properties
(1,867
)
(2,249
)
132
Income (loss) from investments in unconsolidated entities
(3,698
)
3,772
2,309
Allocation to Preference Units
(76,615
)
(87,504
)
(100,855
)
Allocation to Preference Interests
(20,211
)
(18,263
)
(10,650
)
Allocation to Junior Preference Units
(325
)
(352
)
(436
)
Income before net gain on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle
226,189
288,524
251,378
Net gain on sales of unconsolidated entities
5,054
387
—
Net gain on sales of discontinued operations
104,296
148,906
198,426
Discontinued operations, net
16,277
(36,696
)
35,059
Extraordinary items
(792
)
444
(5,592
)
Cumulative effect of change in accounting principle
—
(1,270
)
—
Numerator for net income per OP Unit – basic
351,024
400,295
479,271
Effect of dilutive securities:
Distributions on convertible preference units/interests
—
445
7,385
Numerator for net income per OP Unit – diluted
$
351,024
$
400,740
$
486,656
Denominator:
Denominator for net income per OP Unit – basic
294,637
291,362
283,921
Effect of dilutive securities:
Convertible preference units/interests
—
339
4,763
Dilution for OP Units issuable upon assumed exercise/vesting of the Company’s share options/restricted shares
3,332
3,851
2,582
Denominator for net income per OP Unit – diluted
297,969
295,552
291,266
Net income per OP Unit – basic
$
1.19
$
1.37
$
1.69
Net income per OP Unit – diluted
$
1.18
$
1.36
$
1.67
F-31
Year Ended December 31,
2002
2001
2000
(Amounts in thousands except per OP Unit amounts)
Net income per OP Unit – basic:
Income before net gain on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle per OP Unit – basic
$
0.77
$
0.99
$
0.89
Net gain on sales of unconsolidated entities
0.02
—
—
Net gain on sales of discontinued operations
0.35
0.51
0.70
Discontinued operations, net
0.05
(0.13
)
0.12
Extraordinary items
—
—
(0.02
)
Cumulative effect of change in accounting principle
—
—
—
Net income per OP Unit – basic
$
1.19
$
1.37
$
1.69
Net income per OP Unit – diluted:
Income before net gain on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle per OP Unit – diluted
$
0.76
$
0.98
$
0.89
Net gain on sales of unconsolidated entities
0.02
—
—
Net gain on sales of discontinued operations
0.35
0.50
0.68
Discontinued operations, net
0.05
(0.12
)
0.12
Extraordinary items
—
—
(0.02
)
Cumulative effect of change in accounting principle
—
—
—
Net income per OP Unit – diluted
$
1.18
$
1.36
$
1.67
Convertible preference units/interests that could be converted into 15,335,977, 15,122,162 and 13,138,716 weighted average Common Shares (which would be contributed to the Operating Partnership in exchange for
460,000OP Units) for the years ended December 31, 2002, 2001 and 2000, respectively, were outstanding but were not included in the computation of diluted earnings per OP Unit because theOperating Partnership's 9 1/8% Series C cumulative redeemable preference units (the "Series C Cumulative Redeemable Preference Units"). The Series C Preferred Shares are cumulative from the date of original issue and are payable quarterly on or about the fifteenth day of January, April, July andeffects would be anti-dilutive.On October
of each year, commencing on October 15, 1996, at the annual rate of 9 1/8% of the liquidation preference of $25 per Series C Depositary Share. The Series C Preferred Shares are not redeemable prior to September 9, 2006. On and after September 9, 2006, the Series C Preferred Shares may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price of $250 per share (equivalent to $25 per Series C Depositary Share), plus accrued and unpaid distributions, if any, thereon. 18. 8.60% Series D Cumulative Redeemable Preference Units In May 1997, the Company sold 7,000,000 depositary shares (the "Series D Depositary Shares"). Each Series D Depositary Share represents a 1/10 fractional interest in a 8.60% Series D Cumulative Redeemable Preferred Share of Beneficial Interest, $0.01 par value share (the "Series D Preferred Shares"). The liquidation preference of each of the Series D Preferred Shares is $250.00 (equivalent to $25 per Series D Depositary Share). The Company raised gross proceeds of $175 million from this offering (the "Series D Preferred Share Offering"). The net proceeds of approximately $169.5 million from the Series D Preferred Share Offering were contributed by the Company to11, 2001, the Operating Partnershipin exchangeeffected a two-for-one split of its OP Units to unitholders of record as of September 21, 2001. All per OP Unit data and numbers of OP Units have been retroactively adjusted to reflect the OP Unit split.Pursuant to EQR’s share option plan, EQR has offered the opportunity to acquire Common Shares through the grant of share options (“Options”) to officers, directors, key employees, and consultants of EQR for
700,000 of the Operating Partnership's 8.60% Series D cumulative redeemable preference units (the "Series D Cumulative Redeemable Preference Units"). The Series D Preferred Shares are cumulative from the date of original issue12.8 million, 12.2 million andare payable quarterly on or about the fifteenth day of January, April, July and October of each year, commencing on June 15, 1997, at the annual rate of 8.60% of the liquidation preference of $25 per Series D Depositary Share. The Series D Preferred Shares are not redeemable prior to July 15, 2007. On and after July 15, 2007, the Series D Preferred Shares may be redeemed at the option of the Company, in whole or in part, at a redemption price of $250 per share (equivalent to $25 per Series D Depositary Share), plus accrued and unpaid distributions, if any, thereon. F-34ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 19. Series E Cumulative Convertible Preference Units In May 1997, the Company assumed the Wellsford Series A Cumulative Convertible Preferred Shares of Beneficial Interest and redesignated them as the Company's 3,999,800 Series E Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share (liquidation preference $25 per share) (the "Series E Preferred Shares"). Series E Preferred Shares are convertible at the option of the holder thereof at any time into12.7 million Common Shares at aconversionweighted average exercise price of$44.93$23.63, $22.59 and $21.11 per Common Share(equivalent to a conversion rateas ofapproximately .5564 Common Shares for each Series E Preferred Share).December 31, 2002, 2001 and 2000, respectively. As of December 31,1997, 1,300 Series E Preferred Shares had been converted into Common Shares. The Series E Preferred Shares are cumulative from the date of original issue2002, 2001 andare payable quarterly on or about the first of January, April, July2000, 8.3 million, 7.3 million andOctober of each year, at the annual rate of 7.00% of the liquidation preference of $25 per share. 20. 9.65% Series F Cumulative Redeemable Preference Units In May 1997, the Company assumed the Wellsford Series B Cumulative Redeemable Preferred Shares of Beneficial Interest and redesignated them as the Company's 2,300,000 Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (liquidation preference $25 per share) (the "Series F Preferred Shares"). The Series F Preferred Shares are cumulative from the date of original issue and are payable quarterly on or about the fifteenth of January, April, July and October of each year, at the annual rate of 9.65% of the liquidation preference of $25 per share. The Series F Preferred Shares are not redeemable prior to August 24, 2000. On and after August 24, 2000, the Series F Preferred Shares may be redeemed for cash at the option of the Company, in whole or in part, at a redemption price of $25 per share, plus accrued and unpaid distributions, if any, thereon. 21. 7 1/4% Series G Convertible Cumulative Preference Units In September 1997, the Company sold 11,000,000 depositary shares (the "Series G Depositary Shares"). Each Series G Depositary Share represents a 1/10 fractional interest in a 7 1/4% Series G Convertible Cumulative Preferred Share of Beneficial Interest, $0.01 par value share (the "Series G Preferred Shares"). Series G Depositary Shares representing Series G Preferred Shares are convertible at the option of the holder thereof at any time into7.9 million Common Sharesat a conversion price of $58.58 per Common Share (equivalent to a conversion rate of approximately .4268were exercisable, respectively. Any Common Sharesfor each Series G Depositary Share). The liquidation preference of each of the Series G Preferred Shares is $250.00 perissued pursuant to EQR’s share(equivalent to $25 per Series G Depositary Share). The Company raised gross proceeds of $275 million from this offering (the "Series G Preferred Share Offering"). The net proceeds of approximately $264 million from the Series G Preferred Share Offering were contributed by the Company tooption plan will result in the Operating Partnership issuing OP Units to EQR on a one-for-one basis. Accordingly, the dilutive effect of EQR’s Options has been included inexchange for 1,100,000the number of OP Units - diluted.Pursuant to EQR’s share award plan, EQR has also offered the
Operating Partnership's 7 1/4% Series G convertible cumulative preference units (the "Series G Convertible Cumulative Preference Units"). In addition, in October 1997,opportunity to acquire Common Shares through the grant of restricted shares to officers, directors, key employees and consultants of EQR and the grant of performance based restricted shares to certain executive officers of EQR. During the years ended December 31, 2002, 2001 and 2000, EQR awarded, net of cancellations,F-32
0.9 million shares (at a weighted average grant price of $27.22), 0.7 million shares (at a weighted average grant price of $25.98) and 0.5 million shares (at a weighted average grant price of $21.40), respectively. For the three years ended December 31, 2002, 2001 and 2000, the Company
sold 1,650,000 additional Series G Depositaryrecorded as compensation expense $15.2 million, $8.0 million and $6.7 million, respectively, as general and administrative expenses and $9.6 million, $8.9 million and $7.4 million, respectively, as property management expenses related to all restricted and performance-based share plans. Any Common Shares issued pursuant toan over-allotment option granted to the underwriters and contributed F-35ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) toEQR’s share award plan will result in the Operating Partnershipnet proceedsissuing OP Units to EQR on a one-for-one basis. Accordingly, the dilutive effect ofapproximately $39.6 millionEQR’s restricted shares has been included inexchangethe number of OP Units - diluted.16. Discontinued Operations
The Operating Partnership has presented separately as discontinued operations in all periods the results of operations for
165,000all assets disposed ofthe Operating Partnership's 7 1/4% Series G Convertible Cumulative Preference Units. The Series G Preferred Shares are cumulative from theon or after January 1, 2002 (the date oforiginal issueadoption of SFAS No. 144) andare payable quarterly on or about the fifteenth day of January, April, July and October of each year, commencing on October 15, 1997, at the annual rate of 7 1/4% of the liquidation preference of $25 per Series G Depositary Share. 22. Employee Transactions As of December 31, 1997, the outstanding principal balance on the employee notes issued in connection with Common Shares purchased was, in the aggregate, approximately $5.14 million. Douglas Crocker II, President and Chief Executive Officer of the Company and four other officers had purchased an aggregate of 194,000 Common Shares at prices which range from $26 to $31.625 per Common Share. These purchases were financed by loans made by the Company in the aggregate amount of approximately $5.4 million. The employee notes accrue interest, payable in arrears, at rates that range from 6.15% per annum to 7.93% per annum. Scheduled maturities are at various dates through March 2005. The employee notes are recourse to Mr. Crocker and the four other officers and are collateralized by pledges of the 194,000 Common Shares purchased. Subsequent to December 31, 1997, one of the four other officers repaid his note in full. In addition,for all assets classified as real estate held for disposition as of December 31,1997,2002. In addition, net gain on sales of properties in 2001 and 2000 have been classified as discontinued operations in theoutstanding principal balance on additional notes issued to Mr. Crockeraccompanying consolidated statements of operations.The components of discontinued operations are outlined below and
one other officer was approximately $0.7 million. These notes accrue interest, payable in arrears, at one month LIBOR plus 2% per annum. Scheduled maturities are at various dates through March 2003. The notes are recourse to Mr. Crocker andinclude theother officer and are collateralized by pledgesresults ofoptions, share awards and Common Shares purchased. Mr. Crocker has a deferred compensation agreement (the "Deferred Compensation Agreement") which Deferred Compensation Agreement will provide Mr. Crocker with a salary benefit after his termination of employment withoperations for the respective periods that the OperatingPartnership. If Mr. Crocker's employment is terminated byPartnership owned such assets during each of theCompany, without cause or voluntarily by Mr. Crocker after age 65, he would be entitled to annual deferred compensation for a 10-year period commencing on the termination date in an amount equal to his average annual base compensation (before bonus) for the prior five calendaryearsmultiplied by a percentage equal to 10% per year sinceended December 31,1995. In2002, 2001 and 2000, including theevent Mr. Crocker's employment is terminated as a resultfollowing:•the sale of
his death, permanent disability or incapacity, he would be entitledthe furniture rental business on January 11, 2002; and•the Wholly Owned Properties sold during 2002 (see Note 6).
Year Ended December 31,
2002
2001
2000
(Amounts in thousands)
REVENUES
Rental income
$
46,571
$
73,324
$
70,516
Interest and other income
21
71
68
Furniture income
1,361
57,499
32,316
Total revenues
47,953
130,894
102,900
EXPENSES
Property and maintenance
14,076
19,935
19,080
Real estate taxes and insurance
4,695
7,343
6,753
Depreciation
10,615
17,667
16,408
Interest expense incurred, net
981
2,347
2,771
Amortization of deferred financing costs
6
23
41
Amortization of goodwill
—
1,423
680
Impairment on furniture rental business
—
60,000
—
Furniture expenses
1,303
58,852
22,108
Total expenses
31,676
167,590
67,841
Discontinued operations, net
$
16,277
$
(36,696
)
$
35,059
The Company disposed of its furniture rental business for $30.0 million and received net proceeds of $28.7 million. After giving effect to a
similar amount exceptpreviously recorded impairment loss, no gain/loss on sale was recognized as theannual percentage would be 15%, not 10%. Should Mr. Crocker be terminated for cause or should he choose to leave voluntarily prior to age 65, without good reason, he would not be entitled to any deferred compensation. The Operating Partnership recognized approximately $0.5 million of compensation expense for both 1997 and 1996 related to this Deferred Compensation Agreement. In addition, Gerald Spector, Executive Vice President and Chief Operating Officer of the Company, entered into a Deferred Compensation Agreement in 1997, which agreement provides Mr. Spector with a salary benefit after his termination of employment with the Company. If Mr. Spector's employment is terminated, by the Company, without cause or voluntarily by Mr. Spector after age 65, he would be entitled to annual deferred F-36ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) compensation for a 15-year period commencing on the termination date in an amount equal to 75% of his average annual base compensation (before bonus) for the prior five calendar years, multiplied by a percentage equal to 6.67% per each year since December 31, 1996. In the event Mr. Spector's employment is terminated as a result of his death, permanent disability or incapacity, he would be entitled to a similar amount except that the annual percentage would be 10%, not 6.67%. Should Mr. Spector be terminated for cause or should he choose to leave voluntarily prior to age 65, without good reason, he would not be entitled to any deferred compensation. The Operating Partnership recognized approximately $0.2 million of compensation expense in 1997 related to this Deferred Compensation Agreement. The Board of Trustees also approved a share distributions agreement (the "Share Distributions Agreement") for Mr. Crocker. On January 18, 1996, Mr. Crocker was issued options to purchase 100,000 Common Sharesnet book value at thethen current market price ofsale date approximated theCommon Shares, which vest over a 3-year period and are effective for 10 years. Pursuant to the terms of the Share Distributions Agreement, upon the exercise of any of these options, Mr. Crocker would be entitled to an amount equal to the amount of Common Share distributions that would have been paid on said shares being exercised had he owned said shares for the period from January 18, 1996 until the date of the exercise of the options in question. Mr. Crocker's death or termination of employment would not affect this agreement with the Company. In May 1997, Jeffrey Lynford and Edward Lowenthal (trustees of the Company) each executed a consulting agreement with the Company. Each consulting agreement has a term of five years from May 30, 1997, the closing date of the Wellsford Merger. Pursuant to the consulting agreements, each of Messrs. Lynford and Lowenthal will serve as a senior management consultant to the Company and will receive compensation at the rate of $200,000 per year plus reimbursement for reasonable out-of-pocket expenses. In connection with the EWR Merger, in December 1997, Stephen Evans executed a consulting agreement with an affiliate of the Company. The consulting agreement has a term of two years and expires on December 31, 1999. Pursuant to the consulting agreement, Mr. Evans will serve as a senior management consultant to the Company and will receive compensation at the rate of $225,000 per year. Mr. Evans also received an option to purchase 115,500 Common Shares that will vest in three equal annual installments and will have an exercise price equal to $50.125 per Common Share. Mr. Evans will also be eligible to participate in all of the Company's employee benefit plans in which persons in comparable positions participate, treating Mr. Evans as an employee. Also in connection with the EWR Merger, in December 1997, Richard Berry executed an employment agreement with an affiliate of the Company which expires on December 31, 2000 and provides for cash compensation of $250,000 per annum. Pursuant to the agreement, Mr. Berry exchanged all unvested restricted shares of Evans common shares at the time of the EWR Merger into 18,747 restricted Common Shares of the Company, which will vest on December 31, 2000. Mr. Berry also received an option to purchase 77,500 Common Shares that will vest in three equal annual installments and will have an exercise price equal to $50.125 per Common Share. The F-37ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) agreement also provided that Mr. Berry will be eligible to participate in all of the Company's employee benefit plans which persons in comparable positions participate. In December 1997, Mr. Berry also entered into a Deferred Compensation Agreement with the Company, which will pay benefits only in the event Mr. Berry's employment with the Company is terminated prior to January 1, 2000. In such a case, the amount payable under Mr. Berry's agreement will equal the value of any restricted Common Shares received in exchange for EWR common shares which are forfeited upon his termination of employment. The payment will be made in two semi-annual installments over the one-year period following termination of employment, and interest of 9% per annum will accrue on the balance over the one-year payment period. The Company has established a defined contribution plan (the "401(k) Plan") that provides retirement benefits for employees that meet minimum employment criteria. The Company contributes 100% of the first 4% of eligible compensation that a participant contributes to the 401(k) Plan. Participants are vested in the Company's contributions over five years. The Operating Partnership made contributions in the amount of $0.8 million forsales price.For the year ended December 31,
19962001, 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 andexpects to make contributions intangible assets reflected on theamountconsolidated balance sheet as of September 30, 2001. The Company reviewed the current net book value taking into consideration existing business and economicF-33
conditions as well as projected cash flows. The impairment loss includes the write-down of the following assets: a) goodwill of approximately
$1.5 million for the year ended December 31, 1997. 23. Deposits-restricted Deposits-restricted as of December 31, 1997, primarily included a deposit in the amount of $20 million held in a third party escrow account made to provide third party construction financing in connection with the Joint Venture Agreement. Also, approximately $8.8 million was held in third party escrow accounts made in connection with the Operating Partnership's disposition of Diplomat South and for several expected 1998 acquisitions. In addition, approximately $7.6 million was for tenant security and utility deposits for certain of the Operating Partnership's Properties. Deposits-restricted as of December 31, 1996, primarily included deposits in the amount$26.0 million; b) rental furniture, net of approximately$16.4 million held in third party escrow accounts which were made in connection with five Properties acquired in 1997. In addition,$28.6 million; c) property and equipment, net of approximately$3.7 million was for tenant security$4.5 million; andutility deposits for certaind) other assets ofthe Operating Partnership's Properties. 24. Gain on Early Extinguishment of Debt In June 1995, the Operating Partnership paidapproximately$12.6 million in full satisfaction of a $14.6 million mortgage note obligation related to one of its Properties. As a result, the Operating Partnership recognized a gain of $2 million on the extinguishment of this indebtedness. F-38ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 25. Summarized Pro Forma Condensed Statement of Operations (unaudited)$0.9 million.17.Employee Plans
The
following Summarized Pro Forma Condensed Statement of Operations has been prepared as if the March 1997 Common Share Offerings, the Series D Preferred Share Offering, the June 1997 Common Share Offerings, the Wellsford Merger, the September 1997 Common Share Offering, the Series G Preferred Share Offering, the Fourth Pubic Debt Offering, the October 1997 Common Share Offering, the Fifth Pubic Debt Offering, the December 1997 Common Share Offerings, the EWR Merger, the acquisition ofCompany established anadditional 124 Properties, including the related assumption of $597.2 million of mortgage indebtedness, the repayment of $113.4 million of mortgage indebtedness and the disposition of seven Properties (as described in Note 3, Note 4, Note 6, Note 8, Note 11 and Note 13 of Notes to Consolidated Financial Statements) had occurred on January 1, 1997. This would result in 98,677,855 Units outstanding. In management's opinion, the Summarized Pro Forma Condensed Statement of Operations does not purport to present what actual results would have been had the above transactions occurred on January 1, 1997, or to project results for any future period. The amounts presented in the following statement are in thousands except for OP Unit amounts:
Summarized Pro Forma Condensed Statement of Operations For the Year Ended December 31, 1997 --------------------Total Revenues $1,107,581 ========== Total Expenses 878,989 ========== Pro Forma net income available for OP Units $ 141,824 ========== Pro Forma net income per OP Unit $ 1.44 ==========26.Employee Share Purchase PlanUnder(the “ESPP”) to provide employees and EQR trustees theCompany's Employee Share Purchase Plan certain eligible officers, trustees and employees of the Company mayability to annually acquire up to $100,000 of Common Shares ofthe Company.EQR. The aggregate number of Common Shares available under theEmployee Share Purchase PlanESPP shall not exceed1,000,000,2,000,000, subject to adjustment bytheEQR’s Board of Trustees. The Common Shares may be purchased quarterly at a price equal to 85% of thelessorlesser of: (a) the closing price for a share on thefirstlast day of suchquarter,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. During1996, the Company2002, EQR issued39,458324,238 Common Shares ata net price of $30.44 per share. During 1997, the Company issued 84,183 Common Shares at F-39ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)net prices that ranged from$35.63$21.65 per share to$42.08$24.43 per share andraisedreceived proceeds of approximately$3.2 million in connection therewith.$7.4 million. During 2001, EQR 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. During 2000, EQR issued 299,580 Common Shares at net prices that ranged from $17.06 per share to $20.51 per share and received proceeds of approximately $5.4 million. The net proceeds were contributed to the Operating Partnership in exchange for OP Units.27.The Company established a defined contribution plan (the “401(k) Plan”) to provide retirement benefits for employees that meet minimum employment criteria. The Operating Partnership, on behalf of the Company, contributes 100% of the first 4% of eligible compensation that a participant contributes to the 401(k) Plan. Participants are vested in the Company’s contributions over five years. The Operating Partnership, on behalf of the Company, made contributions in the amount of $3.1 million and $2.3 million for the years ended December 31, 2001 and 2000, respectively, and expects to make contributions in the amount of approximately $3.9 million for the year ended December 31, 2002.
The Operating Partnership, on behalf of 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 Operating Partnership, on behalf of the Company, made contributions in the amount of $2.6 million and $3.2 million for the years ended December 31, 2001 and 2000, respectively, and will not make a contribution for the year ended December 31, 2002.
The Company established a supplemental executive retirement savings plan (the “SERP”) to provide certain officers and EQR trustees an opportunity to defer a portion of their eligible compensation in order to save for retirement and for the education of their children. The SERP is restricted to investments in EQR 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 Operating Partnership and carried on the Operating Partnership’s balance sheet, and the Company’s Common Shares held in the SERP are accounted for as a reduction to General Partner’s capital.
18.Distribution Reinvestment and Share Purchase Plan
On November 3, 1997, the Company filed with the SEC a Form S-3 Registration Statement to register 7,000,000 Common Shares pursuant to a Distribution Reinvestment and Share Purchase Plan. The registration statement was declared effective on November 25, 1997.The Distribution Reinvestment and Share Purchase Plan (the
"DRIP Plan"“DRIP Plan”) ofthe CompanyEQR provides holders of record and beneficial owners of Common Shares and Preferred Sharesand limited partnership interests in the Operating Partnershipwith a simple and convenient method of investing cash distributions in additional CommonShares.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 ofthe Company,EQR, at the market price of the Common Shares less a discount ranging between 0% and 5%(as, as determined in accordance with the DRIPPlan)Plan (which is referred to herein as the “Share Purchase – DRIP Plan”). Common Shares purchased under the DRIP Plan may, at the option of EQR, be directly issued by EQR or purchased by EQR’s transfer agent in the open market using participants’ funds. The net proceeds fromthe sale wereany Common Share issuances are contributed to the Operating Partnership in exchange for OP Units.28.F-34
19.Transactions with Related Parties
Pursuant to the terms of the partnership agreement for the Operating Partnership, the Operating Partnership is required to reimburse EQR for all expenses incurred by EQR in excess of income earned by EQR through its indirect 1% ownership of various entities. Amounts paid on behalf of EQR are reflected in the consolidated statements of operations as general and administrative expenses.
Certain officers of the Company purchased Common Shares in prior years which were financed with loans made by the Operating Partnership at various rates ranging from 6.15% to 7.93% per annum and at one month LIBOR plus 2.0% per annum. Scheduled maturities were at various dates through 2005. These employee notes were repaid in full during 2002. The amount outstanding at December 31, 2001 was $4.0 million.
In connection with certain mergers, the Company agreed to make consulting payments to certain individuals who had been employees of the companies acquired and who became trustees of the Company subsequent to the applicable merger dates. During the years ended December 31, 2002, 2001 and 2000, the Operating Partnership made payments pursuant to these agreements of $166,667, $400,000 and $400,000, respectively. There are no remaining future payments to be made under these agreements as of December 31, 2002.
The Operating Partnership occupies office space at various office buildings that are owned and/or managed by Equity Office Properties Trust, a company of which EQR’s Chairman of the Board of Trustees is also Chairman of the Board. Amounts incurred for such office space for the years ended December 31, 2002, 2001 and 2000, respectively, were $1,763,946, $1,935,013 and $1,686,030.
The Operating Partnership paid legal fees to a law firm of which one of EQR’s former trustees (individual was a trustee through May 15, 2002) is a partner in the amounts of $0.3 million, $1.7 million and $3.6 million for the years ended December 31, 2002, 2001 and 2000, respectively.
In addition, the Operating Partnership provided asset and property management services to certain related entities for properties not owned by the Operating Partnership. Fees received for providing such services were approximately $0.7 million, $0.8 million and $1.7 million for the years ended December 31, 2002, 2001 and 2000, respectively.
20.Commitments and Contingencies
The Operating Partnership, as an owner of real estate, is subject to various
environmental laws ofFederal, state and localgovernments.environmental laws. Compliance by the Operating Partnership with existing laws has not had a material adverse effect on the OperatingPartnership'sPartnership’s financial condition and results of operations. However, the Operating Partnership cannot predict the impact of new or changed laws or regulations on its currentPropertiesproperties or on properties that it may acquire in the future.The Operating Partnership does not believe there is any
otherlitigationexcept as mentioned in the previous paragraph,threatened against the Operating Partnership other than routine litigation arising out of the ordinary course of business, some of which is expected to be covered by liability insurance, none of which is expected to have a material adverse effect on the consolidated financial statements of the Operating Partnership.In connection with the Joint Venture Agreement, as discussed in Note 7,As of December 31, 2002, the Operating Partnership
is obligatedhas 18 projects in various stages of development with estimated completion dates ranging through June 30, 2004. The Operating Partnership funded a net total of $62.8 million during the year ended December 31, 2002 for the development of multifamily properties pursuant to its agreements with developers. The Operating Partnership expects to fundan additional $20approximately $3.8 million in connection with these properties beyond 2002. The three development agreements currently in place have the following key terms:F-35
• 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 Operating Partnership based on such value. If the Operating Partnership chooses not to purchase the interest, it must agree to a sale of the project to an unrelated third party at such value. The Operating Partnership’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. The Operating Partnership has an obligation to fund up to an additional $13.0 million to guarantee third party construction
financing.financing, if required.• the second development partner has the right, at any time following completion of a project, to require the Operating Partnership to purchase the partners’ interest in that project at a mutually agreeable price. If the Operating Partnership 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 Operating Partnership and its partner will agree on a third appraiser to determine which original appraisal is closest to its determination of value. The Operating Partnership 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, any projects remaining unsold must be purchased by the Operating Partnership at the agreed-upon price.
• 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 Operating Partnership or its development partner may market a project for sale. If the Operating Partnership’s development partner proposes the sale, the Operating Partnership 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 Operating Partnership may elect to purchase the property or authorize its development partner to sell the project at the agreed-upon value.
In connection with
the Wellsford Merger,one of its mergers, the Operating Partnershiphasprovided astandby obligation in the amount of $30 million pursuant to an agreement entered into with Wellsford Real Properties, Inc., a Maryland corporation ("WRP"), for the construction financing for a multifamily development project located in Denver, Colorado. In addition, the Operating Partnership has provided a $14.8 millioncredit enhancement with respect to certain tax-exempt bonds issued to finance certain public improvements atthea multifamily development project.F-40ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Management Corp. has lease agreements with an affiliated party covering office space occupied by the management offices located in Tampa, Florida (the "Tampa Office") and Chicago, Illinois (the "Chicago Office"). The Tampa Office agreement, expires on October 31, 2001 and the Chicago Office agreement expires on July 31, 2000. Management Corp. also has seven additional lease agreements with unaffiliated parties covering space occupied by the management offices located in Dallas, Texas (the "Dallas Office"); Bethesda, Maryland (the "Bethesda Office"); Denver, Colorado (the "Denver Office"); Seattle, Washington (the "Seattle Office"); Atlanta, Georgia (the "Atlanta Office"); Scottsdale, Arizona (the "Scottsdale Office") and Irvine, California (the "Irvine Office"). The lease agreement for the Dallas Office expires on February 28, 1999; the lease agreement for the Bethesda Office expires on November 30, 1998; the lease agreement for the Denver Office expires onAs of December 31,2002; the lease agreement for the Seattle Office expires on November 30, 2000; the lease agreement for the Atlanta Office expires on May 14, 2001; the lease agreement for the Scottsdale Office expires on July 31, 1999 and the lease agreement for the Irvine Office expires on July 31, 1998. Management Corp. also has2002, this enhancement was still in effect at alease with an affiliated party covering office space occupied by the corporate headquarters located in Chicago, Illinois. This agreement, as amended, expires on July 31, 2001. In addition, commencing September 1, 1996, Management Corp. increased the office space occupied by its corporate personnel. The lease agreement covering the additional office space expires on April 29, 1998.commitment amount of $12.7 million.During the years ended December 31,
1997, 19962002, 2001 and1995,2000, totalrentals,operating lease payments incurred for office space, including a portion of real estate taxes, insurance, repairs and utilities, aggregated$1,491,766, $1,020,311$4,709,363, $4,929,018 and$1,049,731,$4,074,672 respectively.The minimum basic aggregate rental commitment under the
above describedOperating Partnership’s operating leases in yearssucceedingfollowing December 31,19972002 is as follows:
Year Amount ---- ------1998 $1,755,789 1999 1,324,472 2000 1,125,808 2001 710,376 2002 208,318 ------- Total $5,124,763 ==========F-41ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 29. Transactions
Year
Amount
2003
$
5,362,814
2004
4,727,298
2005
3,495,552
2006
2,416,862
2007
1,893,301
Thereafter
6,651,059
Total
$
24,546,886
The Company has entered into a retirement benefits agreement with
Related Parties Pursuant to the termsits Chairman of thepartnership agreement forBoard of Trustees and deferred compensation agreements with two of its executive officers and its former chief executive officer and current Vice Chairman of the Board of Trustees. During the years ended December 31,F-36
2002, 2001 and 2000, the Operating Partnership recognized compensation expense of $5.1 million, $3.7 million and $0.9 million, respectively, related to these agreements. The projected commitment under these agreements based on estimated retirement dates are:
Year
Amount
2003
$
820,000
2004
1,353,000
2005
1,386,825
2006
1,421,496
2007
2,225,783
Thereafter
28,166,957
Total
$
35,374,061
21.Asset Impairment
For the years ended December 31, 2002, 2001 and 2000, the Operating Partnership
is requiredrecorded approximately $1.2 million, $11.8 million and $1.0 million, respectively, of asset impairment charges related toreimburseits 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, the Company
for all expenses incurred byrecorded approximately $17.1 million of asset impairment charges related to ECH. Following theCompanyguidance inexcess of income earned bySFAS No. 142, these charges were theCompany through its indirect 1% ownership of various Financing Partnerships. Amounts paid on behalfresult of theCompany are reflectedCompany’s decision to reduce the carrying value of ECH to $30.0 million, given the continued weakness in theConsolidated Statementeconomy and management’s expectations for near-term performance, and were determined based upon a discounted cash flow analysis ofOperationsthe business. This impairment loss is reflected on the consolidated statements of operations asgeneralimpairment on corporate housing business andadministrative expenses. Certainon the consolidated balance sheets as a reduction in goodwill, net.22.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 Operating Partnership’s primary business is owning, managing, and operating multifamily residential properties, which includes the generation of rental and other related
entities providedincome through the leasing of apartment units to residents and includes ECH. Senior management evaluates the performance of each of our apartment communities on an individual basis, however, each of our apartment communities has similar economic characteristics, residents, and products and servicesto theso they have been aggregated into one reportable segment. The OperatingPartnershipPartnership’s rental real estate segment comprises approximately 98.8%, 98.1% andthe Company. These included, but were not limited to, Rosenberg & Liebentritt, P.C., which provided legal services and Greenberg & Pociask, Ltd., which provided tax and accounting services. Fees paid to these related entities amounted to approximately $1.3 million, $0.7 million and $2.5 million97.8% of total revenues for the years ended December 31,1997, 19962002, 2001 and1995,2000, respectively.In addition,TheRiverside Agency, Inc.Operating Partnership’s rental real estate segment comprises approximately 99.7% and 99.4% of total assets at December 31, 2002 and 2001, respectively.The primary financial measure for the Operating Partnership’s rental real estate segment is net operating income (“NOI”), which
providedrepresents rental income less: 1) property and maintenance expense; 2) real estate taxes and insurancebrokerage services, was paid feesexpense; andreimbursed premiums and loss claims3) property management expense (all as reflected in theamountaccompanying statements of$0.3 million, $4.1 millionoperations). Current year NOI is compared to prior year NOI and$2.6 millioncurrent year budgeted NOI as a measure of financial performance. NOI from our rental real estate totaled approximately $1.2 billion for each of the three years ended December 31,1997, 19962002, 2001 and1995, respectively. As2000.F-37
During the acquisition, development and/or disposition of
December 31, 1997, 1996 and 1995, $643,500, $315,700 and $366,300, respectively, was owed to Rosenberg & Liebentritt, P.C. for legal fees incurred in connection with securities offerings, litigation matters, property acquisitions and other general corporate matters. Equity Group Investments, Inc. and certain of its subsidiaries, including Equity Assets Management, Inc., Eagle Flight Services, Equity Properties & Development, L.P. and EPMC ("EGI"), have provided certain services toreal estate, the Operating Partnership considers its NOI return on total investment as the primary measure of financial performance.The Operating Partnership’s fee and asset management activity is immaterial and does not meet the
Company which include, butthreshold requirements of a reportable segment as provided for in SFAS No. 131.All revenues are
not limited to, financialfrom external customers andaccounting services, investor relations, corporate secretarial, computer and support services, real estate tax evaluation services, market consulting and research services, financing services, information systems services and property development services. Fees paid to EGI for these services amounted to $1.1 million, $1.3 million and $3.4 million forthere is no customer who contributed 10% or more of the Operating Partnership’s total revenues during the three years ended December 31,1997, 1996 and 1995, respectively. Amounts due to EGI were approximately $74,600, $0.3 million and $1.1 million as of December 31, 1997, 1996 and 1995, respectively. In connection with the affiliated lease agreements discussed in Note 28, Management Corp. paid Equity Office Holdings, L.L.C. ("EOH") $145,511, $118,919 and $104,421 in connection with the Chicago Office, $177,793, $137,638 and $9,783 in connection with the Tampa Office and $632,693, $409,392 and $632,725 in connection with the space occupied by the corporate headquarters for the years ended December 31, 1997, 1996 and 1995, respectively. Amounts due to EOH were approximately $59,675 and $46,435 as of December 31, 1997 and 1996, respectively. As of December 31, 1995, no amounts were owed to EOH. In connection with the Private Equity Offering and the Shelf Offering, the Operating Partnership paid Equity Institutional Investors, Inc. ("EII") consulting fees in the amount of $200,000 for2002, 2001 or 2000.23.Subsequent Events/Other
During the year ended December 31,
1995. As of December 31, 1997 and 1996, no amounts were owed to EII for consulting services. Artery Property Management, Inc. ("Artery") provided2002, the Operating Partnershipconsulting servicesentered into an agreement withregardthe U.S. Army with an initial cash investment of $10.0 million and assumed management of 3,652 multifamily units at Fort Lewis, Washington.Subsequent to
property acquisitions and additional business opportunities. Fees paid for those services and reimbursed expenses amounted to approximately $0.2 and $0.7 million for the years endedDecember 31,19962002 and1995. F-42ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Rudnick & Wolfe, a law firm in which Mr. Errol Halperin, a trustee of the Company, is a partner, provided legal services tothrough February 3, 2003, the OperatingPartnership. Fees paidPartnership:• acquired one property consisting of 226 units for approximately $41.0 million;
• disposed of five properties consisting of 1,011 units for approximately $57.4 million;
• refinanced the mortgage debt on eleven Partially Owned Properties and received additional cash proceeds of approximately $2.4 million; and
• repaid $44.9 million of mortgage debt at/or prior to
this firm amounted to approximately $2.3 million, $4,300 and $41,300 for the years ended December 31, 1997, 1996 and 1995. In addition, the Operating Partnership and the Company have provided acquisition, asset and property management services to certain related entities for properties not owned by the Operating Partnership. Fees received for providing such services were approximately $5.7 million, $6.7 million and $7 million for the years ended December 31, 1997, 1996 and 1995, respectively. 30.maturity.24. Quarterly Financial Data (Unaudited)
:The following unaudited quarterly data has been prepared on the basis of a December 31
year end. The 1997 and 1996 net incomeyear-end. All perweighted averageOP Unitamounts have been presentedandwhere appropriate, restated to comply with Statement of Financial Accounting Standards No. 128, Earnings Per Share. For further discussion of net income perweighted average OP Unit outstandingand impactamounts have been restated as a result ofStatement No. 128, see Note 5the Operating Partnership’s two-for-one split ofNotes to Consolidated Financial Statements. (Amountsits OP Units. All amounts have also been restated in accordance with the discontinued operations provisions of SFAS No 144. Amounts are inthousands):
First Second Third Fourth Quarter Quarter Quarter Quarter 1997 3/31 6/30 9/30 12/31 ---- -------- -------- -------- --------Total revenues $141,387 $164,937 $203,354 $237,643 ======== ======== ======== ======== Net income $ 36,388 $ 38,628 $ 50,320 $ 64,516 ======== ======== ======== ======== Weighted average OP Units outstanding 59,269 66,266 81,134 85,682 ======== ======== ======== ======== Net income per weighted average OP Unit outstanding $ 0.46 $ 0.40 $ 0.42 $ 0.50 ======== ======== ======== ======== Net income per weighted averge OP Unit outstanding - assuming dilution $ 0.45 $ 0.40 $ 0.41 $ 0.49 ======== ======== ======== ======== First Second Third Fourth Quarter Quarter Quarter Quarter 1996 3/31 6/30 9/30 12/31 ---- -------- -------- -------- -------- Total revenues $106,321 $113,267 $124,459 $134,338 ======== ======== ======== ======== Net income $ 21,295 $ 23,310 $ 22,111 $ 49,207 ======== ======== ======== ======== Weighted average OP Units outstanding 46,210 50,034 52,583 55,540 ======== ======== ======== ======== Net income per weighted average OP Unit outstanding $ 0.32 $ 0.34 $ 0.29 $ 0.72 ======== ======== ======== ======== Net income per weighted averge OP Unit outstanding - assuming dilution $ 0.31 $ 0.34 $ 0.28 $ 0.71 ======== ======== ======== ========31. Subsequent Events On January 7, 1998, the Operating Partnership acquired Cityscape Apartments, a 156-unit multifamily property located in St. Louis Park, Minnesota, from an unaffiliated third partythousands, except fora purchase price of approximately $12.3 million. On January 9, 1998, the Operating Partnership acquired 740 River Drive Apartments, a 162-unit multifamily property located in St. Paul, Minnesota, from an unaffiliated third party for a purchase price of approximately $12.8 million, which included the assumption of mortgage indebtedness of approximately $7 million. F-43per OP Unit amounts.
2002
First
Quarter
3/31
Second
Quarter
6/30
Third
Quarter
9/30
Fourth
Quarter
12/31
Total revenues
$
498,838
$
502,732
$
499,575
$
492,908
Net gain on sales of discontinued operations
$
2,816
$
25,630
$
32,763
$
43,087
Discontinued operations, net
$
6,853
$
5,049
$
2,823
$
1,552
Income before extraordinary items and cumulative effect of change in accounting principle
$
107,416
$
121,011
$
93,944
$
126,596
Net income
$
107,319
$
120,640
$
93,944
$
126,272
Net income available to OP Unit holders
$
82,794
$
96,384
$
69,756
$
102,090
Net income per OP Unit – basic
$
0.28
$
0.33
$
0.24
$
0.35
Net income per OP Unit – diluted
$
0.28
$
0.32
$
0.23
$
0.35
Weighted average OP Units outstanding – basic
294,106
295,799
296,519
292,125
F-38
2001
First
Quarter
3/31
Second
Quarter
6/30
Third
Quarter
9/30
Fourth
Quarter
12/31
Total revenues
$
504,720
$
510,659
$
518,627
$
505,743
Net gain on sales of discontinued operations
$
41,778
$
4,448
$
53,567
$
49,113
Discontinued operations, net
$
6,472
$
5,855
$
(53,781
)
$
4,758
Income before extraordinary items and cumulative effect of change in accounting principle
$
146,035
$
109,814
$
100,171
$
151,220
Net income
$
145,076
$
109,609
$
100,043
$
151,686
Net income available to OP Unit holders
$
116,550
$
80,716
$
75,703
$
127,326
Net income per OP Unit – basic
$
0.40
$
0.28
$
0.26
$
0.43
Net income per OP Unit – diluted
$
0.40
$
0.27
$
0.26
$
0.43
Weighted average OP Units outstanding – basic
289,659
290,509
292,213
293,020
F-39
ERP OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) On January 13, 1998, the Operating Partnership acquired Prospect Towers Apartments, a 157-unit multifamily property, including a vacant parcel of land, located in Hackensack, New Jersey, from an unaffiliated third party for a purchase price of approximately $36.3 million, which included the assumption of mortgage indebtedness of approximately $14.9 million. On January 16, 1998, the Operating Partnership acquired Park Place Apartments, a 229-unit multifamily property located in Houston, Texas, from an unaffiliated third party for a purchase price of approximately $13.6 million, which included the assumption of mortgage indebtedness of approximately $10.2 million. On January 16, 1998, the Operating Partnership acquired Park Westend Apartments, a 312-unit multifamily property located in Richmond, Virginia, from an unaffiliated third party for a purchase price of approximately $13.3 million, which included the assumption of mortgage indebtedness of approximately $7.2 million. On January 27, 1998, the Company completed an offering of 4,000,000 publicly registered Common Shares, which were sold at a price of $50.4375 per share and contributed to the Operating Partnership net proceeds of approximately $195.3 million in connection therewith in exchange for OP Units. On January 29, 1998, the Operating Partnership acquired Emerald Bay at Winter Park Apartments, a 431-unit multifamily property located in Winter Park, Florida, from an unaffiliated third party for a purchase price of approximately $15.7 million. On February 3, 1998, the Operating Partnership filed with the SEC a Form S-3 Registration Statement to register $1 billion of debt securities. The SEC declared this Registration effective on February 27, 1998. On February 5, 1998, the Operating Partnership acquired Farnham Park Apartments, a 216-unit multifamily property located in Houston, Texas, from an unaffiliated third party for a purchase price of approximately $15.7 million, which included the assumption of mortgage indebtedness of approximately $11.5 million. On February 18, 1998, the Company completed offerings of 988,340 publicly registered Common Shares, which were sold at a price of $50.625 per share and contributed to the Operating Partnership net proceeds of approximately $47.5 million in connection therewith in exchange for OP Units. On February 23, 1998, the Company completed an offering of 1 million publicly registered Common Shares, which were sold at a price of $48 per share and contributed to the Operating Partnership net proceeds of approximately $47.5 million in connection therewith in exchange for OP Units. On February 25, 1998, the Operating Partnership acquired Plantation Apartments, a 232-unit multifamily property located in Houston, Texas, from an unaffiliated third party for a purchase price of approximately $10 million. On February 27, 1998, the Operating Partnership acquired Balcones Club Apartments, a 312-unit multifamily property located in Austin, Texas, from an unaffiliated third party for a purchase price of approximately $12.3 million. F-44ERP OPERATING LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Through February 1998, the Company sold approximately 639,000 Common Shares pursuant to the DRIP Plan and contributed to the Operating Partnership net proceeds of approximately $31.7 million in connection therewith in exchange for OP Units. On March 2, 1998, the Operating Partnership acquired Coach Lantern Apartments, a 90-unit multifamily property located in Scarborough, Maine, from an unaffiliated third party for a purchase price of approximately $4.7 million. On March 2, 1998, the Operating Partnership acquired Foxcroft Apartments, a 104-unit multifamily property located in Scarborough, Maine, from an unaffiliated third party for a purchase price of approximately $4.9 million. On March 2, 1998, the Operating Partnership acquired Yarmouth Woods Apartments, a 138-unit multifamily property located in Yarmouth, Maine, from an unaffiliated third party for a purchase price of approximately $6.6 million. On March 2, 1998, the Operating Partnership declared a $0.67 distribution per OP Unit for the quarter ended March 31, 1998 to OP Unit holders of record on March 27, 1998. The Operating Partnership also declared a $0.585938 distribution, a $0.570313 distribution, a $0.5375 distribution, a $0.603125 distribution, a $0.4375 distribution and a $0.453125 distribution to the Company as holder of the Series A Cumulative Redeemable Preference Units, Series B Cumulative Redeemable Preference Units, Series C Cumulative Redeemable Preference Units, Series D Cumulative Redeemable Preference Units, Series E Cumulative Convertible Preference Units, Series F Cumulative Redeemable Preference Units and Series G Convertible Cumulative Preference Units. On March 12, 1998, the Operating Partnership disposed of two Properties for a total sales price of $16.7 million. F-45REPORT OF INDEPENDENT ACCOUNTANTS ON SCHEDULE To the Partners ERP Operating Limited Partnership In connection with our audit of the consolidated financial statements of ERP Operating Limited Partnership referred to in our report dated February 14, 1996, which financial statements are included in this Form 10-K, we have also audited the 1995 information in the financial statement schedule listed in the Index to the Financial Statements and Schedule. In our opinion, this financial statement schedule presents fairly, in all material respects, the 1995 information required to be set forth therein. /s/ GRANT THORNTON LLP GRANT THORNTON LLP Chicago, Illinois February 14, 1996 S-1ERP OPERATING LIMITED PARTNERSHIPSchedule III - Real Estate and Accumulated Depreciation
December 31,
1997
Cost Capitalized Subsequent to Acquisition Description Initial Cost to Company (Improvements, net)(1) - -------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures - --------------------------------------------------------------------------------------------------------------------------2300 Elliot Seattle, WA 0 796,700 7,170,461 0 52,545 2900 on First Seattle, WA 0 1,176,400 10,588,096 1,300 204,426 3000 Grand Des Moines, IA 0 858,305 7,827,336 0 1,256,198 7979 Westheimer Houston, TX 0 1,388,400 12,495,280 1,700 964,639 Acacia Creek Scottsdale, AZ 0 6,121,856 35,300,728 0 0 Altamonte San Antonio, TX 14,600,000 1,663,100 14,968,079 1,970 664,704 Amberton Manassas, VA 10,597,067 888,800 8,352,507 11,800 862,260 Arbor Glen Pittsfield Twp, MI 0 1,092,300 9,830,191 0 (0) Arboretum (GA) Atlanta, GA 0 4,679,400 15,927,313 0 1 Arbors of Brentwood Nashville, TN (D) 404,570 13,189,508 100 918,181 Arbors of Hickory Hollow Nashville, TN (D) 202,285 6,594,754 700 1,613,873 Arbors of Las Colinas Irving, TX 0 1,662,300 14,960,709 1,600 1,119,028 Ashton, The Corona Hills, CA 17,300,000 2,594,264 33,012,228 0 0 Atrium Durham, NC 0 1,122,600 10,103,027 0 7,769 Augusta (WRP) Oklahoma City, OK 0 873,200 7,866,622 0 31,204 Autumn Creek Cordova, TN (E) 1,680,000 9,330,921 1,300 11,719 Bainbridge Durham, NC 0 1,042,900 9,385,579 33,400 918,181 Banyan Lake Boynton Beach, FL 0 2,736,000 11,204,508 2,600 96,561 Bay Club Phoenix, AZ 0 828,100 5,821,759 100 1,222,091 Bay Ridge San Pedro, CA 0 2,385,399 2,180,081 15,701 0 Bayside at the Islands Gilbert, AZ (P) 3,306,484 15,541,586 0 0 Bear Canyon (Evans) Tucson, AZ 0 1,660,608 11,203,464 0 0 Bear Creek Village Denver, CO 0 4,519,700 40,677,102 0 60,349 Blue Swan San Antonio, TX (E) 1,424,800 7,589,821 0 4,359 Bourbon Square Palatine, IL 27,846,353 3,982,600 35,843,025 2,700 2,647,335 Breckenridge Lexington, KY 9,592,152 1,645,800 14,812,310 0 0 Brentwood Vancouver, WA 0 1,318,200 11,863,517 39,021 944,655 Breton Mill Houston, TX (F) 212,720 8,154,404 100 708,380 Bridgecreek Wilsonville, OR 0 1,294,600 11,651,108 5,290 1,079,812 Bridgeport Raleigh, NC 0 1,296,200 11,665,351 500 366,851 Brierwood Jacksonville, FL 0 546,100 4,914,681 5,800 181,788 Brittany Square Tulsa, OK 0 625,000 4,220,662 0 417,992 Brixworth Nashville, TN 0 1,172,100 10,549,371 1,700 116,540 Brookfield Salt Lake City, UT 0 1,152,000 5,673,250 300 7,652 Brookridge Centreville, VA (E) 2,520,000 15,993,105 900 26,748 Burn Brae Dallas, TX 0 1,255,000 11,294,815 0 73,217 Burwick Farms Howell, MI 0 1,102,200 9,919,799 0 3,672 Calais Dallas, TX 0 1,118,900 10,070,076 0 83,333 Cambridge at Hickory Hollow Nashville, TN 0 3,240,000 17,908,952 0 5,763 Cambridge Village Lewisville, TX 0 800,000 8,751,405 800 62,113 Camellero Scottsdale, AZ 11,842,927 1,923,600 17,312,869 1,300 512,137 Canterbury Germantown, MD 31,363,911 2,781,300 26,656,574 0 2,173,671 Canterchase Nashville, TN 5,765,286 862,200 7,759,711 1,400 333,999 Canyon Creek Tucson, AZ 0 834,313 5,840,188 100 405,082 Canyon Crest Views Riverside, CA 0 1,744,640 17,355,155 0 0 Canyon Ridge San Diego, CA 0 4,869,448 11,969,198 0 0 Canyon Sands Phoenix, AZ 8,624,067 1,475,900 13,838,616 16,850 153,409 Cardinal, The Greensboro, NC 7,472,027 1,280,000 11,898,277 1,200 60,113 Carmel Terrace San Diego, CA 0 2,288,300 20,632,540 0 175,737 Carolina Crossing Greensville, SC 0 547,800 4,930,347 0 3,171 Casa Camino Ruiz San Diego, CA 0 3,920,000 9,390,192 2,300 32,792 Casa Capricorn San Diego, CA 0 1,260,100 11,341,085 2,600 89,786
Gross Amount Carried at Close of Period 12/31/97 - ------------------------------------------------------------------------------------------------------------------------------------ Building & Apartment Name Location Land Fixtures(A) Total (B) - ------------------------------------------------------------------------------------------------------------------------------------2300 Elliot Seattle, WA 796,700 7,223,006 8,019,706 2900 on First Seattle, WA 1,177,700 10,792,522 11,970,222 3000 Grand Des Moines, IA 858,305 9,083,534 9,941,839 7979 Westheimer Houston, TX 1,390,100 13,459,919 14,850,019 Acacia Creek Scottsdale, AZ 6,121,856 35,300,728 41,422,584 Altamonte San Antonio, TX 1,665,070 15,632,783 17,297,853 Amberton Manassas, VA 900,600 9,214,767 10,115,367 Arbor Glen Pittsfield Twp, MI 1,092,300 9,830,191 10,922,491 Arboretum (GA) Atlanta, GA 4,679,400 15,927,313 20,606,713 Arbors of Brentwood Nashville, TN 404,670 14,107,689 14,512,359 Arbors of Hickory Hollow Nashville, TN 202,985 8,208,627 88,411,612 Arbors of Las Colinas Irving, TX 1,663,900 16,079,737 17,743,637 Ashton, The Corona Hills, CA 2,594,264 33,012,228 35,606,492 Atrium Durham, NC 1,122,600 10,110,796 11,233,396 Augusta (WRP) Oklahoma City, OK 873,200 7,897,826 8,771,026 Autumn Creek Cordova, TN 1,681,300 9,342,640 11,023,940 Bainbridge Durham, NC 1,076,300 10,303,760 11,380,060 Banyan Lake Boynton Beach, FL 2,738,600 11,301,069 14,039,669 Bay Club Phoenix, AZ 828,200 7,043,850 7,872,050 Bay Ridge San Pedro, CA 2,401,100 2,180,081 4,581,181 Bayside at the Islands Gilbert, AZ 3,306,484 15,541,586 18,848,070 Bear Canyon (Evans) Tucson, AZ 1,660,608 11,203,464 12,864,072 Bear Creek Village Denver, CO 4,519,700 40,737,451 45,257,151 Blue Swan San Antonio, TX 1,424,800 7,594,180 9,018,980 Bourbon Square Palatine, IL 3,985,300 38,490,360 42,475,660 Breckenridge Lexington, KY 1,645,800 14,812,310 16,458,110 Brentwood Vancouver, WA 1,357,221 12,808,172 14,165,393 Breton Mill Houston, TX 212,820 8,862,784 9,075,604 Bridgecreek Wilsonville, OR 1,299,890 12,730,920 14,030,810 Bridgeport Raleigh, NC 1,296,700 12,032,202 13,328,902 Brierwood Jacksonville, FL 551,900 5,096,469 5,648,369 Brittany Square Tulsa, OK 625,000 4,638,654 5,263,654 Brixworth Nashville, TN 1,173,800 10,665,911 11,839,711 Brookfield Salt Lake City, UT 1,152,300 5,680,902 6,833,202 Brookridge Centreville, VA 2,520,900 16,019,853 18,540,753 Burn Brae Dallas, TX 1,255,000 11,368,032 12,623,032 Burwick Farms Howell, MI 1,102,200 9,923,471 11,025,671 Calais Dallas, TX 1,118,900 10,153,409 11,272,309 Cambridge at Hickory Hollow Nashville, TN 3,240,000 17,914,715 21,154,715 Cambridge Village Lewisville, TX 800,800 8,813,518 9,614,318 Camellero Scottsdale, AZ 1,924,900 17,825,006 19,749,906 Canterbury Germantown, MD 2,781,300 28,830,245 31,611,545 Canterchase Nashville, TN 863,600 8,093,710 8,957,310 Canyon Creek Tucson, AZ 834,413 6,245,270 7,079,683 Canyon Crest Views Riverside, CA 1,744,640 17,355,155 19,099,795 Canyon Ridge San Diego, CA 4,869,448 11,969,198 16,838,646 Canyon Sands Phoenix, AZ 1,492,750 13,436,146 14,928,896 Cardinal, The Greensboro, NC 1,281,200 11,898,729 13,179,929 Carmel Terrace San Diego, CA 2,288,300 20,808,277 23,096,577 Carolina Crossing Greensville, SC 547,800 4,933,518 5,481,318 Casa Camino Ruiz San Diego, CA 3,922,300 9,422,984 13,345,284 Casa Capricorn San Diego, CA 1,262,700 11,430,871 12,693,571
Life Used to Compute - ------------------------------------------------------------------------------------ Depreciation in Accumulated Date of Latest Income Apartment Name Location Depreciation Construction Statement - -----------------------------------------------------------------------------------------------------2300 Elliot Seattle, WA 150,310 1992 30 Years 2900 on First Seattle, WA 666,232 1989-91 30 Years 3000 Grand Des Moines, IA 4,532,177 1970 30 Years 7979 Westheimer Houston, TX 1,133,263 1973 30 Years Acacia Creek Scottsdale, AZ 32,729 1988-1994 30 Years Altamonte San Antonio, TX 1,914,056 1985 30 Years Amberton Manassas, VA 998,358 1986 30 Years Arbor Glen Pittsfield Twp, MI 21,111 1990 30 Years Arboretum (GA) Atlanta, GA 1,598 1970 30 Years Arbors of Brentwood Nashville, TN 2,223,819 1986 30 Years Arbors of Hickory Hollow Nashville, TN 1,414,692 1986 30 Years Arbors of Las Colinas Irving, TX 2,360,743 1984/85 30 Years Ashton, The Corona Hills, CA 28,361 1986 30 Years Atrium Durham, NC 85,311 1989 30 Years Augusta (WRP) Oklahoma City, OK 172,697 1986 30 Years Autumn Creek Cordova, TN 68,100 1991 30 Years Bainbridge Durham, NC 1,434,370 1984 30 Years Banyan Lake Boynton Beach, FL 250,216 1986 30 Years Bay Club Phoenix, AZ 1,233,244 1976 30 Years Bay Ridge San Pedro, CA 52,595 1987 30 Years Bayside at the Islands Gilbert, AZ 15,060 1989 30 Years Bear Canyon (Evans) Tucson, AZ 10,494 1996 30 Years Bear Creek Village Denver, CO 837,574 1987 30 Years Blue Swan San Antonio, TX 59,138 1985-1994 30 Years Bourbon Square Palatine, IL 5,536,065 1984-87 30 Years Breckenridge Lexington, KY 32,070 1986-1987 30 Years Brentwood Vancouver, WA 1,231,183 1990 30 Years Breton Mill Houston, TX 1,355,393 1986 30 Years Bridgecreek Wilsonville, OR 1,705,010 1987 30 Years Bridgeport Raleigh, NC 1,755,355 1990 30 Years Brierwood Jacksonville, FL 275,998 1974 30 Years Brittany Square Tulsa, OK 2,234,419 1982 30 Years Brixworth Nashville, TN 532,581 1985 30 Years Brookfield Salt Lake City, UT 52,370 1985 30 Years Brookridge Centreville, VA 113,182 1989 30 Years Burn Brae Dallas, TX 248,625 1984 30 Years Burwick Farms Howell, MI 86,052 1991 30 Years Calais Dallas, TX 225,361 1986 30 Years Cambridge at Hickory Hollow Nashville, TN 166,041 1997 30 Years Cambridge Village Lewisville, TX 122,405 1987 30 Years Camellero Scottsdale, AZ 1,622,709 1979 30 Years Canterbury Germantown, MD 3,159,698 1986 30 Years Canterchase Nashville, TN 405,797 1985 30 Years Canyon Creek Tuscon, AZ 1,042,284 1986 30 Years Canyon Crest Views Riverside, CA 14,860 1982-1983 30 Years Canyon Ridge San Diego, CA 13,122 1989 30 Years Canyon Sands Phoenix, AZ 826,111 1983 30 Years Cardinal, The Greensboro, NC 382,792 1994 30 Years Carmel Terrace San Diego, CA 2,338,102 1988-89 30 Years Carolina Crossing Greensville, SC 43,718 1988-89 30 Years Casa Camino Ruiz San Diego, CA 111,041 1976-1986 30 Years Casa Capricorn San Diego, CA 522,582 1981 30 YearsS-2
ERP OPERATING LIMITED PARTNERSHIP Real Estate and Accumulated Depreciation December 31, 1997 Cost Capitalized Subsequent to Initial Cost to Acquisition Description Company (Improvements, net)(1) - --------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures - ---------------------------------------------------------------------------------------------------------------------------Casa Cordoba Tallahassee, FL 0 307,055 2,732,177 0 846,277 Casa Cortez Tallahassee, FL 0 120,590 1,196,857 0 494,584 Cascade at Landmark Alexandria, VA 0 3,601,000 19,649,825 1,600 69,440 Catalina Shores Las Vegas, NV 0 1,222,200 10,999,974 4,800 484,568 Catalina Shores (WRP) Las Vegas, NV 0 1,427,200 12,844,577 0 15,045 Cedar Crest Overland Park, KS 0 2,159,800 19,438,107 900 846,386 Cedars, The Charlotte, NC 0 2,025,300 18,139,423 0 88,336 Celebration Westchase Houston, TX 0 2,204,590 6,312,399 100 866,081 Champion Oaks Houston, TX 7,050,922 931,900 8,519,479 0 203,859 Chandler Court Chandler, AZ 0 1,352,600 12,172,974 500 408,378 Chandler's Bay Kent, WA 0 1,503,400 13,530,223 3,500 666,513 Chantecleer Lakes Naperville, IL (E) 6,688,000 16,327,809 900 21,615 Chaparral Largo, FL 0 303,100 6,169,465 0 2,749,681 Charter Club Everett, WA 0 998,700 8,988,560 2,400 252,157 Chartwell Court Houston, TX 0 1,215,000 12,820,142 400 95 Cherry Hill Seattle, WA 0 700,100 6,301,194 0 10,087 Chestnut Hills Tacoma, WA 0 756,300 6,806,382 0 59,907 Cheyenne Crest Colorado Springs, CO 0 73,950 3,936,559 100 802,593 Chimneys Charlotte, NC 0 904,700 8,141,844 0 4,184 Cierra Crest Denver, CO 0 4,800,000 34,825,500 600 5,619 Cimarron Ridge Denver, CO 0 1,591,100 14,319,997 0 77,597 Clarion Decatur, GA 0 1,501,900 13,517,171 0 6,665 Classic, The Stamford, CT 0 2,880,000 19,881,820 900 12,854 Cloisters On The Green Lexington, KY 0 187,074 2,193,726 0 1,484,959 Club at Tanasbourne Hillsboro, OR 0 3,520,000 16,259,589 800 317,522 Club at the Green Beaverton, OR 0 2,030,150 12,601,596 0 274,120 Colinas Pointe Denver, CO 0 1,587,400 14,287,051 0 43,001 Concorde Bridge Overland Park, KS 0 1,972,400 17,751,898 0 12,979 Copper Creek (WRP) Phoenix, AZ 0 1,017,400 9,156,964 0 29,668 Copperfield (WRP) San Antonio, TX 0 791,200 7,121,171 0 144,095 Country Brook Chandler, AZ (P) 1,505,219 29,485,866 0 0 Country Club I Silver Spring, MD 7,051,066 1,119,500 10,815,232 1,457 556,907 Country Club II Silver Spring, MD 5,817,446 850,000 8,255,502 2,294 23,886 Country Club Village (WRP) Seattle, WA 0 1,150,500 10,354,697 0 19,629 Country Gables Beaverton, OR 8,538,246 1,580,500 14,240,626 0 209,183 Country Ridge Farmington Hills, MI 0 1,605,800 14,452,066 16,150 449,918 Countryside (WRP) San Antonio, TX 0 667,500 6,007,294 100 141,248 Creekside Oaks Walnut Creek, CA 11,394,343 2,167,300 19,505,628 3,300 575,111 Creekside Village Mountlake Terrace, WA 15,536,616 2,802,900 25,226,096 4,700 664,333 Creekwood Charlotte, NC 0 1,859,300 16,733,418 0 6,559 Crescent at Cherry Creek Denver, CO (E) 2,592,000 15,119,233 900 8,552 Crossing at Green Valley (WRP) Las Vegas, NV 0 2,408,500 21,676,899 0 45,437 Crosswinds St. Petersburg, FL 0 1,561,200 5,789,894 0 0 Crown Court (WRP) Phoenix, AZ 0 3,156,600 28,409,516 0 193,587 Crystal Creek Phoenix, AZ 0 952,900 8,576,084 600 366,894 Crystal Village Attleboro, MA 0 1,365,000 4,956,700 2,700 24,183 Cypress Point Las Vegas, NV 0 953,800 8,583,719 5,890 530,211 Dartmouth Woods Denver, CO 4,396,157 1,608,000 10,815,913 1,800 63,769 Dawntree Carrollton, TX 0 1,204,600 10,841,783 900 1,054,940 Deerwood (Corona) Corona, CA 0 4,740,000 20,295,433 600 37,163 Deerwood (SD) San Diego, CA 0 2,075,700 18,680,801 6,395 2,903,044 Deerwood Meadows Greensboro, NC 0 986,643 6,906,503 100 749,467
Gross Amount Carried at Close of Description Period 12/31/97 - ---------------------------------------------------------------------------------------------------------------- Building & Accumulated Apartment Name Location Land Fixtures(A) Total(B) Depreciation - ----------------------------------------------------------------------------------------------------------------Casa Cordoba Tallahassee, FL 307,055 3,578,454 3,885,509 2,527,797 Casa Cortez Tallahassee, FL 120,590 1,691,441 1,812,031 1,129,397 Cascade at Landmark Alexandria, VA 3,602,600 19,719,265 23,321,865 431,609 Catalina Shores Las Vegas, NV 1,227,000 11,484,542 12,711,542 1,461,633 Catalina Shores (WRP) Las Vegas, NV 1,427,200 12,859,622 14,286,822 274,961 Cedar Crest Overland Park, KS 2,160,700 20,284,492 22,445,192 887,080 Cedars, The Charlotte, NC 2,025,300 18,227,759 20,253,059 38,641 Celebration Westchase Houston, TX 2,204,690 7,178,480 9,383,170 1,385,691 Champion Oaks Houston, TX 931,900 8,723,338 9,655,238 1,075,300 Chandler Court Chandler, AZ 1,353,100 12,581,352 13,934,452 747,295 Chandler's Bay Kent, WA 1,506,900 14,196,736 15,703,636 1,685,964 Chantecleer Lakes Naperville, IL 6,688,900 16,349,424 23,038,324 117,084 Chaparral Largo, FL 303,100 8,919,146 9,222,246 5,573,973 Charter Club Everett, WA 1,001,100 9,240,717 10,241,817 1,315,175 Chartwell Court Houston, TX 1,215,400 12,820,237 14,035,637 11,536 Cherry Hill Seattle, WA 700,100 6,311,281 7,011,381 133,334 Chestnut Hills Tacoma, WA 756,300 6,866,289 7,622,589 150,043 Cheyenne Crest Colorado Springs, CO 74,050 4,739,152 4,813,202 864,281 Chimneys Charlotte, NC 904,700 8,146,028 9,050,728 70,526 Cierra Crest Denver, CO 4,800,600 34,831,119 39,631,719 71,391 Cimarron Ridge Denver, CO 1,591,100 14,397,594 15,988,694 308,253 Clarion Decatur, GA 1,501,900 13,523,836 15,025,736 111,794 Classic, The Stamford, CT 2,880,900 19,894,674 22,775,574 175,445 Cloisters On The Green Lexington, KY 187,074 3,678,685 3,865,759 2,536,077 Club at Tanasbourne Hillsboro, OR 3,520,800 16,577,111 20,097,911 322,537 Club at the Green Beaverton, OR 2,030,150 12,875,716 14,905,866 335,656 Colinas Pointe Denver, CO 1,587,400 14,330,052 15,917,452 304,668 Concorde Bridge Overland Park, KS 1,972,400 17,764,877 19,737,277 145,402 Copper Creek (WRP) Phoenix, AZ 1,017,400 9,186,632 10,204,032 193,496 Copperfield (WRP) San Antonio, TX 791,200 7,265,266 8,056,466 169,373 Country Brook Chandler, AZ 1,505,219 29,485,866 30,991,085 24,552 Country Club I Silver Spring, MD 1,120,957 11,372,139 12,493,096 1,239,522 Country Club II Silver Spring, MD 852,294 8,279,388 9,131,682 838,309 Country Club Village (WRP) Seattle, WA 1,150,500 10,374,326 11,524,826 216,195 Country Gables Beaverton, OR 1,580,500 14,449,809 16,030,309 397,356 Country Ridge Farmington Hills, MI 1,621,950 14,901,984 16,523,934 868,662 Countryside (WRP) San Antonio, TX 667,600 6,148,542 6,816,142 143,873 Creekside Oaks Walnut Creek, CA 2,170,600 20,080,738 22,251,338 768,339 Creekside Village Mountlake Terrace, WA 2,807,600 25,890,429 28,698,029 2,981,611 Creekwood Charlotte, NC 1,859,300 16,739,977 18,599,277 142,811 Crescent at Cherry Creek Denver, CO 2,592,900 15,127,785 17,720,685 106,269 Crossing at Green Valley (WRP) Las Vegas, NV 2,408,500 21,722,336 24,130,836 459,509 Crosswinds St. Petersburg, FL 1,561,200 5,789,894 7,351,094 77,892 Crown Court (WRP) Phoenix, AZ 3,156,600 28,603,103 31,759,703 602,508 Crystal Creek Phoenix, AZ 953,500 8,942,978 9,896,478 864,913 Crystal Village Attleboro, MA 1,367,700 4,980,883 6,348,583 7,413 Cypress Point Las Vegas, NV 959,690 9,113,930 10,073,620 1,165,833 Dartmouth Woods Denver, CO 1,609,800 10,879,682 12,489,482 316,417 Dawntree Carrollton, TX 1,205,500 11,896,723 13,102,223 1,434,699 Deerwood (Corona) Corona, CA 4,740,600 20,332,596 25,073,196 151,497 Deerwood (SD) San Diego, CA 2,082,095 21,583,845 23,665,940 2,905,131 Deerwood Meadows Greensboro, NC 986,743 7,655,970 8,642,713 1,298,270
Life Used to Description Compute - ---------------------------------------------------------------------- Depreciation in Date of Latest Income Apartment Name Location Construction Statement(C) - -----------------------------------------------------------------------------------------Casa Cordoba Tallahassee, FL 1972/1973 30 Years Casa Cortez Tallahassee, FL 1970 30 Years Cascade at Landmark Alexandria, VA 1990 30 Years Catalina Shores Las Vegas, NV 1989 30 Years Catalina Shores (WRP) Las Vegas, NV 1989 30 Years Cedar Crest Overland Park, KS 1986 30 Years Cedars, The Charlotte, NC 1983 30 Years Celebration Westchase Houston, TX 1979 30 Years Champion Oaks Houston, TX 1984 30 Years Chandler Court Chandler, AZ 1987 30 Years Chandler's Bay Kent, WA 1989 30 Years Chantecleer Lakes Naperville, IL 1986 30 Years Chaparral Largo, FL 1976 30 Years Charter Club Everett, WA 1991 30 Years Chartwell Court Houston, TX 1995 30 Years Cherry Hill Seattle, WA 1991 30 Years Chestnut Hills Tacoma, WA 1991 30 Years Cheyenne Crest Colorado Springs, CO 1984 30 Years Chimneys Charlotte, NC 1974 30 Years Cierra Crest Denver, CO 1996 30 Years Cimarron Ridge Denver, CO 1984 30 Years Clarion Decatur, GA 1990 30 Years Classic, The Stamford, CT 1990 30 Years Cloisters On The Green Lexington, KY 1974 30 Years Club at Tanasbourne Hillsboro, OR 1990 30 Years Club at the Green Beaverton, OR 1991 30 Years Colinas Pointe Denver, CO 1986 30 Years Concorde Bridge Overland Park, KS 1973 30 Years Copper Creek (WRP) Phoenix, AZ 1984 30 Years Copperfield (WRP) San Antonio, TX 1984 30 Years Country Brook Chandler, AZ 1986-1996 30 Years Country Club I Silver Spring, MD 1980 30 Years Country Club II Silver Spring, MD 1982 30 Years Country Club Village (WRP) Seattle, WA 1991 30 Years Country Gables Beaverton, OR 1991 30 Years Country Ridge Farmington Hills, MI 1986 30 Years Countryside (WRP) San Antonio, TX 1980 30 Years Creekside Oaks Walnut Creek, CA 1974 30 Years Creekside Village Mountlake Terrace, WA 1987 30 Years Creekwood Charlotte, NC 1987-1990 30 Years Crescent at Cherry Creek Denver, CO 1994 30 Years Crossing at Green Valley (WRP) Las Vegas, NV 1986 30 Years Crosswinds St. Petersburg, FL 1986 30 Years Crown Court (WRP) Phoenix, AZ 1987 30 Years Crystal Creek Phoenix, AZ 1985 30 Years Crystal Village Attleboro, MA 1974 30 Years Cypress Point Las Vegas, NV 1989 30 Years Dartmouth Woods Denver, CO 1990 30 Years Dawntree Carrollton, TX 1982 30 Years Deerwood (Corona) Corona, CA 1992 30 Years Deerwood (SD) San Diego, CA 1990 30 Years Deerwood Meadows Greensboro, NC 1986 30 YearsS-32002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
2300 Elliott
Seattle, WA
$
—
$
796,800.00
$
7,173,725.29
2900 on First
Seattle, WA (G)
—
1,177,700.00
10,600,359.93
740 River Drive
St. Paul, MN
6,086,347.60
1,626,700.00
11,234,942.51
929 House
Cambridge, MA (G)
4,782,524.96
3,252,993.36
21,745,594.74
Abington Glen
Abington, MA
—
553,105.38
3,697,396.23
Acacia Creek
Scottsdale, AZ
(Q)
6,121,856.00
35,380,171.95
Acadia Court
Bloomington, IN
1,998,470.48
257,483.69
2,268,652.90
Acadia Court II
Bloomington, IN
—
253,635.67
2,234,631.66
Adams Farm
Greensboro, NC
—
2,350,000.00
30,073,196.71
Adelaide Park
Norcross, GA
—
2,546,500.00
11,009,665.73
Alborada
Fremont, CA
—
24,310,000.00
59,214,128.76
Altamonte
San Antonio, TX
(M)
1,665,070.00
14,986,473.86
Ambergate (FL)
W. Palm Beach, FL
—
730,000.00
1,687,743.10
Amberidge
Roseville, MI
—
130,844.19
1,152,879.92
Amberton
Manassas, VA
10,705,000.00
900,600.00
9,072,491.96
Amberwood (OH)
Massillon, OH
859,244.95
126,226.92
1,112,288.75
Amberwood I (FL)
Lake City, FL
—
101,744.04
896,376.92
Amesbury I
Reynoldsbury, OH
1,194,940.00
143,039.49
1,260,232.82
Amesbury II
Reynoldsbury, OH
—
180,588.07
1,591,228.65
Amhurst (Tol)
Toledo, OH
—
161,853.71
1,426,107.57
Amhurst I (OH)
Dayton, OH
—
152,573.92
1,344,352.53
Amhurst II (OH)
Dayton, OH
—
159,416.42
1,404,632.41
Andover Court
Mt. Vernon, OH
—
123,874.81
1,091,272.11
Annhurst (IN)
Indianapolis, IN
1,223,953.17
189,235.25
1,667,468.73
Annhurst (MD) (REIT)
Belcamp, MD
1,272,107.07
232,575.00
2,093,165.14
Annhurst (PA)
Clairton, PA
—
307,952.45
2,713,396.72
Annhurst II (OH)
Gahanna, OH
—
116,738.63
1,028,594.58
Annhurst III (OH)
Gahanna, OH
—
134,788.03
1,187,629.47
Apple Ridge I
Circleville, OH
1,008,377.00
139,299.72
1,227,582.35
Apple Ridge III
Circleville, OH
—
72,585.34
639,355.94
Applegate (Col)
Columbus, IN
—
171,829.10
1,514,001.64
Applegate I (IN)
Muncie, IN
890,746.58
138,505.63
1,220,385.53
Applegate II (IN)
Muncie, IN
1,202,296.00
180,016.68
1,586,143.14
Applewood I
Deland, FL
2,094,714.04
235,230.48
2,072,993.86
Aragon Woods
Indianapolis, IN
1,045,311.20
157,790.97
1,390,010.45
Arbor Glen
Ypsilanti, MI
6,728,128.28
1,096,064.41
9,887,635.23
Arbor Terrace
Sunnyvale, CA
(R)
9,057,300.00
18,483,641.96
Arboretum (GA)
Atlanta, GA
—
4,682,300.00
15,913,018.18
Arboretum (MA)
Canton, MA
(M)
4,685,900.00
10,992,750.95
Arbors at Century Center
Memphis, TN
—
2,521,700.00
15,236,996.38
Arbors of Brentwood
Nashville, TN
(K)
404,670.00
13,536,366.74
Arbors of Hickory Hollow
Antioch, TN
(K)
202,985.00
6,937,208.87
Arbors of Las Colinas
Irving, TX
—
1,663,900.00
14,977,079.82
Ashford Hill
Reynoldsbury, OH
1,355,118.97
184,985.30
1,630,021.10
Ashgrove (IN)
Indianapolis, IN
—
172,923.97
1,523,548.66
Ashgrove (KY)
Louisville, KY
—
171,815.79
1,514,034.38
Ashgrove (OH)
Franklin, OH
1,213,725.61
157,534.56
1,387,687.13
Ashgrove I (MI)
Sterling Hts, MI
3,136,409.61
403,579.77
3,555,987.60
Ashgrove II (MI)
Sterling Hts, MI
2,211,948.03
311,912.27
2,748,287.00
Ashton, The
Corona Hills, CA
—
2,594,264.00
33,042,397.56
Aspen Crossing
Silver Spring, MD
—
2,880,000.00
8,551,377.19
Astorwood (REIT)
Stuart, FL
1,583,878.86
233,150.00
2,098,338.21
Audubon Village
Tampa, FL
—
3,576,000.00
26,121,908.57
Autumn Cove
Lithonia, GA
—
187,220.29
1,649,514.80
Autumn Creek
Cordova, TN
—
1,681,900.00
9,345,281.88
Auvers Village
Orlando, FL
—
3,840,000.00
29,322,242.96
Avon Place
Avon,CT
(P)
1,788,943.42
12,323,920.09
Balcones Club
Austin, TX
—
2,185,500.00
10,119,231.65
Barrington
Clarkston, GA
980,947.84
144,459.10
1,272,842.11
Bay Ridge
San Pedro, CA
—
2,401,300.00
2,176,963.16
Bayside
Sebring, FL
—
73,462.83
647,287.62
Bayside at the Islands
Gilbert, AZ
—
3,306,484.00
15,573,006.00
Beach Club
Fort Myers, FL
—
2,080,000.00
14,800,928.05
Bear Canyon
Tucson, AZ
—
1,660,608.00
11,228,523.59
Beckford Place (IN)
New Castle, IN
689,417.41
99,045.91
872,702.38
Beckford Place (Pla)
The Plains, OH
—
161,160.76
1,420,001.96
Beckford Place I (OH)
N Canton, OH
—
168,425.60
1,484,248.06
Beckford Place II (OH)
N Canton, OH
—
172,134.32
1,516,690.93
Bel Aire I
Miami, FL
—
188,342.67
1,658,995.16
Bel Aire II
Miami, FL
—
136,416.15
1,201,075.48
Bell Road I & II
Nashville, TN
—
3,100,000.00
1,120,214.13
Bellevue Meadows
Bellevue, WA
—
4,507,100.00
12,574,814.34
Belmont Crossing
Riverdale, GA
—
1,580,000.00
18,449,044.76
Belmont Landing
Riverdale, GA
—
2,120,000.00
21,651,256.11
Beneva Place
Sarasota, FL
8,700,000.00
1,344,000.00
9,665,446.61
Bermuda Cove
Jacksonville, FL
—
1,503,000.00
19,561,895.89
Berry Pines
Milton, FL
—
154,085.80
1,299,938.75
Bishop Park
Winter Park, FL
—
2,592,000.00
17,990,435.90
Blue Swan
San Antonio, TX
—
1,425,500.00
7,591,291.62
Blueberry Hill I
Leesburg, FL
—
140,369.75
1,236,710.45
Boulder Creek
Wilsonville, OR
(S)
3,554,400.00
11,481,773.38
Bourbon Square
Palatine, IL
25,334,401.70
3,899,744.12
35,113,275.78
Bradford Apartments
Newington, CT
(P)
401,090.83
2,681,210.11
Bramblewood
San Jose, CA
—
5,190,700.00
9,659,184.34
Desciption
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures
2300 Elliott
$
—
$
4,250,487.67
$
796,800.00
$
11,424,212.96
2900 on First
—
2,613,785.47
1,177,700.00
13,214,145.40
740 River Drive
—
2,076,829.64
1,626,700.00
13,311,772.15
929 House
—
802,719.01
3,252,993.36
22,548,313.75
Abington Glen
—
153,221.08
553,105.38
3,850,617.31
Acacia Creek
—
1,338,852.05
6,121,856.00
36,719,024.00
Acadia Court
—
335,302.16
257,483.69
2,603,955.06
Acadia Court II
—
198,754.43
253,635.67
2,433,386.09
Adams Farm
—
825,958.25
2,350,000.00
30,899,154.96
Adelaide Park
—
1,071,825.44
2,546,500.00
12,081,491.17
Alborada
—
386,802.08
24,310,000.00
59,600,930.84
Altamonte
—
1,693,189.16
1,665,070.00
16,679,663.02
Ambergate (FL)
—
129,334.69
730,000.00
1,817,077.79
Amberidge
—
116,827.32
130,844.19
1,269,707.24
Amberton
—
936,439.67
900,600.00
10,008,931.63
Amberwood (OH)
—
163,667.78
126,226.92
1,275,956.53
Amberwood I (FL)
—
44,297.95
101,744.04
940,674.87
Amesbury I
—
183,660.58
143,039.49
1,443,893.40
Amesbury II
—
146,873.46
180,588.07
1,738,102.11
Amhurst (Tol)
—
61,379.53
161,853.71
1,487,487.10
Amhurst I (OH)
—
207,107.06
152,573.92
1,551,459.59
Amhurst II (OH)
—
129,643.14
159,416.42
1,534,275.55
Andover Court
—
176,925.52
123,874.81
1,268,197.63
Annhurst (IN)
—
173,749.91
189,235.25
1,841,218.64
Annhurst (MD) (REIT)
—
57,534.23
232,575.00
2,150,699.37
Annhurst (PA)
—
243,347.15
307,952.45
2,956,743.87
Annhurst II (OH)
—
177,105.63
116,738.63
1,205,700.21
Annhurst III (OH)
—
120,624.45
134,788.03
1,308,253.92
Apple Ridge I
—
88,331.83
139,299.72
1,315,914.18
Apple Ridge III
—
42,922.53
72,585.34
682,278.47
Applegate (Col)
—
84,541.06
171,829.10
1,598,542.70
Applegate I (IN)
—
147,750.12
138,505.63
1,368,135.65
Applegate II (IN)
—
108,887.98
180,016.68
1,695,031.12
Applewood I
—
344,077.49
235,230.48
2,417,071.35
Aragon Woods
—
78,880.93
157,790.97
1,468,891.38
Arbor Glen
—
1,014,089.98
1,096,064.41
10,901,725.21
Arbor Terrace
—
581,361.73
9,057,300.00
19,065,003.69
Arboretum (GA)
—
1,069,438.67
4,682,300.00
16,982,456.85
Arboretum (MA)
—
471,639.42
4,685,900.00
11,464,390.37
Arbors at Century Center
—
1,029,202.11
2,521,700.00
16,266,198.49
Arbors of Brentwood
—
2,008,645.13
404,670.00
15,545,011.87
Arbors of Hickory Hollow
—
2,482,906.83
202,985.00
9,420,115.70
Arbors of Las Colinas
—
2,157,307.09
1,663,900.00
17,134,386.91
Ashford Hill
—
244,740.57
184,985.30
1,874,761.67
Ashgrove (IN)
—
74,875.12
172,923.97
1,598,423.78
Ashgrove (KY)
—
144,030.23
171,815.79
1,658,064.61
Ashgrove (OH)
—
175,625.40
157,534.56
1,563,312.53
Ashgrove I (MI)
—
202,314.31
403,579.77
3,758,301.91
Ashgrove II (MI)
—
109,006.65
311,912.27
2,857,293.65
Ashton, The
—
1,418,152.00
2,594,264.00
34,460,549.56
Aspen Crossing
—
632,503.62
2,880,000.00
9,183,880.81
Astorwood (REIT)
—
235,673.84
233,150.00
2,334,012.05
Audubon Village
—
750,320.60
3,576,000.00
26,872,229.17
Autumn Cove
—
79,520.37
187,220.29
1,729,035.17
Autumn Creek
—
601,243.79
1,681,900.00
9,946,525.67
Auvers Village
—
1,371,526.52
3,840,000.00
30,693,769.48
Avon Place
—
123,271.38
1,788,943.42
12,447,191.47
Balcones Club
—
1,209,702.60
2,185,500.00
11,328,934.25
Barrington
—
110,240.83
144,459.10
1,383,082.94
Bay Ridge
—
256,863.18
2,401,300.00
2,433,826.34
Bayside
—
149,457.54
73,462.83
796,745.16
Bayside at the Islands
—
909,776.61
3,306,484.00
16,482,782.61
Beach Club
—
1,028,838.68
2,080,000.00
15,829,766.73
Bear Canyon
—
302,495.32
1,660,608.00
11,531,018.91
Beckford Place (IN)
—
98,247.34
99,045.91
970,949.72
Beckford Place (Pla)
—
90,659.41
161,160.76
1,510,661.37
Beckford Place I (OH)
—
143,441.68
168,425.60
1,627,689.74
Beckford Place II (OH)
—
64,764.99
172,134.32
1,581,455.92
Bel Aire I
—
192,869.86
188,342.67
1,851,865.02
Bel Aire II
—
155,596.17
136,416.15
1,356,671.65
Bell Road I & II
—
—
3,100,000.00
1,120,214.13
Bellevue Meadows
—
434,767.25
4,507,100.00
13,009,581.59
Belmont Crossing
—
545,924.64
1,580,000.00
18,994,969.40
Belmont Landing
—
594,724.62
2,120,000.00
22,245,980.73
Beneva Place
—
327,464.55
1,344,000.00
9,992,911.16
Bermuda Cove
—
762,247.76
1,503,000.00
20,324,143.65
Berry Pines
—
275,620.86
154,085.80
1,575,559.61
Bishop Park
—
1,638,320.09
2,592,000.00
19,628,755.99
Blue Swan
—
772,844.37
1,425,500.00
8,364,135.99
Blueberry Hill I
—
95,471.32
140,369.75
1,332,181.77
Boulder Creek
—
991,702.22
3,554,400.00
12,473,475.60
Bourbon Square
—
6,579,238.65
3,899,744.12
41,692,514.43
Bradford Apartments
—
73,778.55
401,090.83
2,754,988.66
Bramblewood
—
304,966.87
5,190,700.00
9,964,151.21
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
2300 Elliott
$
12,221,012.96
$
(3,199,765.22
)
1992
30 Years
2900 on First
14,391,845.40
(3,471,548.06
)
1989-91
30 Years
740 River Drive
14,938,472.15
(2,873,694.40
)
1962
30 Years
929 House
25,801,307.11
(1,721,820.85
)
1975
30 Years
Abington Glen
4,403,722.69
(327,502.79
)
1968
30 Years
Acacia Creek
42,840,880.00
(7,155,514.61
)
1988-1994
30 Years
Acadia Court
2,861,438.75
(358,772.94
)
1985
30 Years
Acadia Court II
2,687,021.76
(319,030.26
)
1986
30 Years
Adams Farm
33,249,154.96
(4,864,753.24
)
1987
30 Years
Adelaide Park
14,627,991.17
(2,221,685.67
)
1972/1976
30 Years
Alborada
83,910,930.84
(5,684,192.88
)
1999
30 Years
Altamonte
18,344,733.02
(5,414,752.68
)
1985
30 Years
Ambergate (FL)
2,547,077.79
(177,298.63
)
1987
30 Years
Amberidge
1,400,551.43
(158,488.59
)
1985
30 Years
Amberton
10,909,531.63
(2,939,722.97
)
1986
30 Years
Amberwood (OH)
1,402,183.45
(171,479.13
)
1987
30 Years
Amberwood I (FL)
1,042,418.91
(122,560.90
)
1981
30 Years
Amesbury I
1,586,932.89
(188,426.32
)
1986
30 Years
Amesbury II
1,918,690.18
(223,079.02
)
1987
30 Years
Amhurst (Tol)
1,649,340.81
(184,370.40
)
1983
30 Years
Amhurst I (OH)
1,704,033.51
(224,696.30
)
1979
30 Years
Amhurst II (OH)
1,693,691.97
(202,019.27
)
1981
30 Years
Andover Court
1,392,072.44
(174,983.57
)
1982
30 Years
Annhurst (IN)
2,030,453.89
(261,283.77
)
1985
30 Years
Annhurst (MD) (REIT)
2,383,274.37
(157,668.40
)
1984
30 Years
Annhurst (PA)
3,264,696.32
(380,991.41
)
1984
30 Years
Annhurst II (OH)
1,322,438.84
(169,484.96
)
1986
30 Years
Annhurst III (OH)
1,443,041.95
(163,402.70
)
1988
30 Years
Apple Ridge I
1,455,213.90
(172,950.52
)
1987
30 Years
Apple Ridge III
754,863.81
(85,210.56
)
1982
30 Years
Applegate (Col)
1,770,371.80
(205,551.29
)
1982
30 Years
Applegate I (IN)
1,506,641.28
(179,500.68
)
1984
30 Years
Applegate II (IN)
1,875,047.80
(222,384.04
)
1987
30 Years
Applewood I
2,652,301.83
(389,896.19
)
1982
30 Years
Aragon Woods
1,626,682.35
(194,594.61
)
1986
30 Years
Arbor Glen
11,997,789.62
(2,205,769.84
)
1990
30 Years
Arbor Terrace
28,122,303.69
(3,092,973.51
)
1979
30 Years
Arboretum (GA)
21,664,756.85
(3,467,640.20
)
1970
30 Years
Arboretum (MA)
16,150,290.37
(1,962,091.43
)
1989
30 Years
Arbors at Century Center
18,787,898.49
(2,936,369.05
)
1988/1990
30 Years
Arbors of Brentwood
15,949,681.87
(5,379,764.98
)
1986
30 Years
Arbors of Hickory Hollow
9,623,100.70
(3,942,993.17
)
1986
30 Years
Arbors of Las Colinas
18,798,286.91
(6,048,698.78
)
1984/85
30 Years
Ashford Hill
2,059,746.97
(254,218.27
)
1986
30 Years
Ashgrove (IN)
1,771,347.75
(200,537.94
)
1983
30 Years
Ashgrove (KY)
1,829,880.40
(203,183.59
)
1984
30 Years
Ashgrove (OH)
1,720,847.09
(202,061.81
)
1983
30 Years
Ashgrove I (MI)
4,161,881.68
(470,052.98
)
1985
30 Years
Ashgrove II (MI)
3,169,205.92
(346,912.07
)
1987
30 Years
Ashton, The
37,054,813.56
(6,494,487.39
)
1986
30 Years
Aspen Crossing
12,063,880.81
(1,471,940.01
)
1979
30 Years
Astorwood (REIT)
2,567,162.05
(167,248.89
)
1983
30 Years
Audubon Village
30,448,229.17
(4,338,974.79
)
1990
30 Years
Autumn Cove
1,916,255.46
(210,969.49
)
1985
30 Years
Autumn Creek
11,628,425.67
(2,056,589.27
)
1991
30 Years
Auvers Village
34,533,769.48
(4,832,635.72
)
1991
30 Years
Avon Place
14,236,134.89
(963,897.75
)
1973
30 Years
Balcones Club
13,514,434.25
(2,402,690.33
)
1984
30 Years
Barrington
1,527,542.04
(179,325.23
)
1984
30 Years
Bay Ridge
4,835,126.34
(536,036.90
)
1987
30 Years
Bayside
870,207.99
(132,119.27
)
1982
30 Years
Bayside at the Islands
19,789,266.61
(3,211,217.52
)
1989
30 Years
Beach Club
17,909,766.73
(2,660,542.34
)
1990
30 Years
Bear Canyon
13,191,626.91
(2,198,022.36
)
1996
30 Years
Beckford Place (IN)
1,069,995.63
(123,373.22
)
1984
30 Years
Beckford Place (Pla)
1,671,822.13
(189,910.88
)
1982
30 Years
Beckford Place I (OH)
1,796,115.34
(205,823.60
)
1983
30 Years
Beckford Place II (OH)
1,753,590.24
(194,254.48
)
1985
30 Years
Bel Aire I
2,040,207.69
(225,502.86
)
1985
30 Years
Bel Aire II
1,493,087.80
(162,878.98
)
1986
30 Years
Bell Road I & II
4,220,214.13
—
(F)
30 Years
Bellevue Meadows
17,516,681.59
(2,155,631.12
)
1983
30 Years
Belmont Crossing
20,574,969.40
(2,971,754.33
)
1988
30 Years
Belmont Landing
24,365,980.73
(3,530,319.43
)
1988
30 Years
Beneva Place
11,336,911.16
(1,621,632.19
)
1986
30 Years
Bermuda Cove
21,827,143.65
(3,217,912.43
)
1989
30 Years
Berry Pines
1,729,645.41
(229,261.27
)
1985
30 Years
Bishop Park
22,220,755.99
(3,318,641.00
)
1991
30 Years
Blue Swan
9,789,635.99
(1,883,558.34
)
1985-1994
30 Years
Blueberry Hill I
1,472,551.52
(181,436.46
)
1986
30 Years
Boulder Creek
16,027,875.60
(2,855,862.79
)
1991
30 Years
Bourbon Square
45,592,258.55
(14,927,809.44
)
1984-87
30 Years
Bradford Apartments
3,156,079.49
(228,623.70
)
1964
30 Years
Bramblewood
15,154,851.21
(1,652,930.11
)
1986
30 Years
S - 1
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31,
1997
Cost Capitalized Subsequent to Acquisition Description Initial Cost to Company (Improvements, net)(1) - ---------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures - ----------------------------------------------------------------------------------------------------------------------Del Coronado Mesa, AZ (O) 1,963,200 17,669,207 1,200 360,176 Desert Park Las Vegas, NV 0 1,085,400 9,401,015 0 631,659 Desert Sands Phoenix, AZ 8,618,262 1,464,200 13,177,336 16,850 765,588 Doral Louisville, KY 0 96,607 1,526,628 0 2,665,189 Dos Caminos (WRP) Phoenix, AZ 0 1,727,900 15,551,044 0 74,234 Eagle Canyon Chino Hills, CA 0 1,806,800 16,261,336 2,100 133,967 Eagle Rim Redmond, WA 0 976,200 8,785,605 1,600 370,746 East Pointe Charlotte, NC 9,634,931 1,364,100 12,276,563 1,800 869,258 Eastland on the Lake Columbus, OH 0 817,400 7,356,350 0 8,979 Edgewood Woodinville, WA 6,041,999 1,068,200 9,613,388 1,900 362,053 Emerald Place Bermuda Dunes, CA 0 954,400 8,589,110 2,100 539,453 Essex Place Overland Park, KS 0 1,831,900 16,486,600 3,500 1,503,929 Ethans Glen III Kansas City, MO 2,366,364 244,100 2,197,138 0 (0) Ethans Ridge II Kansas City, MO 10,991,981 1,465,500 13,189,192 0 0 Ethans Ridge I Kansas City, MO 16,232,216 1,945,900 17,513,216 0 0 Farmington Gates Germantown, TN 0 969,700 8,727,328 0 0 Firdale Village (WRP) Seattle, WA 0 2,279,400 20,514,917 0 92,426 Flying Sun Phoenix, AZ 0 87,120 2,035,537 100 178,012 Forest Ridge Arlington, TX 0 2,339,300 21,053,447 23,400 893,265 Forest Valley (WRP) San Antonio, TX 0 590,000 5,310,328 0 33,906 Fountain Creek Phoenix, AZ 0 686,000 6,173,818 500 233,154 Fountain Place I Eden Prairie, MN 24,676,652 2,399,900 21,599,215 0 0 Fountain Place II Eden Prairie, MN 12,612,600 1,226,500 11,038,139 0 0 Fountainhead Combined San Antonio, TX 23,275,000 3,617,449 13,446,560 0 1,317,395 Fountains at Flamingo Las Vegas, NV 0 3,180,900 28,628,533 2,200 543,785 Four Lakes Lisle, IL 10,344,569 2,465,000 13,178,449 0 6,778,000 Four Lakes 5 Lisle, IL 39,680,000 600,000 16,530,115 0 3,193,317 Fox Run (AR) Little Rock, AR 5,481,038 422,014 4,053,552 0 4,873,142 Fox Run (WA) Federal Way, WA 0 638,500 5,746,956 1,200 430,801 Foxchase Grand Prairie, TX 0 781,500 7,559,700 0 187,368 Frey Road Atlanta, GA 19,700,000 2,464,900 22,183,783 2,300 957,611 Garden Lake Riverdale, GA 0 1,464,500 13,180,548 0 182 Gatehouse at Pine Lake Plantation, FL 0 1,886,200 16,975,382 10,400 303,635 Gatehouse on the Green Pembroke Pines, FL 0 2,216,800 19,951,085 11,400 336,832 Gates of Redmond Combined Redmond, WA 9,974,725 3,603,100 18,867,454 0 (0) Gateway Villas (Evans) Scottsdale, AZ 0 1,431,048 14,901,923 0 0 Geary Court Yard San Francisco, CA 17,709,692 1,719,400 15,474,355 0 0 Georgian Woods II Wheaton, MD 10,507,869 2,049,000 19,287,578 4,400 1,573,039 Glen Eagle Greenville, SC 0 833,500 7,503,698 0 2,898 Glenlake Glendale Heights, IL 15,045,000 5,040,000 16,663,439 500 4,136 Glenridge Colorado Springs, CO (F) 884,688 4,466,900 100 577,000 Gold Pointe (WRP) Tacoma, WA 0 528,800 4,759,015 0 3,634 Governor's Place Augusta, GA 0 347,355 2,518,146 0 845,541 Governor's Pointe Roswell, GA (E) 3,744,000 24,480,337 1,300 32,433 Greengate Marietta, GA 0 132,979 1,476,005 0 1,186,277 Greenwich Woods Silver Spring, MD 17,752,586 3,095,700 29,073,395 5,300 1,686,629 Greenwood Forest Little Rock, AR 3,562,675 559,038 1,736,549 0 2,705,648 Greenwood Village (Evans) Tempe, AZ (P) 2,118,781 17,222,332 0 0 Grey Eagle Greenville, SC 0 725,200 6,527,253 0 2,105 Habitat Orlando, FL 0 600,000 494,032 0 5,792,585 Hammock's Place Miami, FL (F) 319,080 12,216,608 100 699,083 Hampton Green San Antonio, TX 0 1,561,830 2,962,670 0 1,997,624
Gross Amount Carried at Description Close of Period 12/31/97 - ---------------------------------------------------------------------------------------------------------------- Building & Accumulated Apartment Name Location Land Fixtures (A) Total (B) Depreciation - ----------------------------------------------------------------------------------------------------------------Del Coronado Mesa, AZ 1,964,400 18,029,383 19,993,783 1,641,724 Desert Park Las Vegas, NV 1,085,400 10,032,674 11,118,074 782,460 Desert Sands Phoenix, AZ 1,481,050 13,942,924 15,423,974 826,194 Doral Louisville, KY 96,607 4,191,817 4,288,424 1,937,083 Dos Caminos (WRP) Phoenix, AZ 1,727,900 15,625,277 17,353,177 328,887 Eagle Canyon Chino Hills, CA 1,808,900 16,395,303 18,204,203 758,955 Eagle Rim Redmond, WA 977,800 9,156,351 10,134,151 1,077,791 East Pointe Charlotte, NC 1,365,900 13,145,821 14,511,721 1,966,632 Eastland on the Lake Columbus, OH 817,400 7,365,329 8,182,729 70,714 Edgewood Woodinville, WA 1,070,100 9,975,441 11,045,541 1,195,349 Emerald Place Bermuda Dunes, CA 956,500 9,128,563 10,085,063 1,350,476 Essex Place Overland Park, KS 1,835,400 17,990,529 19,825,929 2,450,711 Ethans Glen III Kansas City, MO 244,100 2,197,138 2,441,238 4,694 Ethans Ridge II Kansas City, MO 1,465,500 13,189,192 14,654,692 27,725 Ethans Ridge I Kansas City, MO 1,945,900 17,513,216 19,459,116 36,736 Farmington Gates Germantown, TN 969,700 8,727,328 9,697,028 18,719 Firdale Village (WRP) Seattle, WA 2,279,400 20,607,343 22,886,743 440,440 Flying Sun Phoenix, AZ 87,220 2,213,549 2,300,769 424,499 Forest Ridge Arlington, TX 2,362,700 21,946,712 24,309,412 1,328,842 Forest Valley (WRP) San Antonio, TX 590,000 5,344,234 5,934,234 122,414 Fountain Creek Phoenix, AZ 686,500 6,406,972 7,093,472 606,748 Fountain Place I Eden Prairie, MN 2,399,900 21,599,215 23,999,115 44,795 Fountain Place II Eden Prairie, MN 1,226,500 11,038,139 12,264,639 22,795 Fountainhead Combined San Antonio, TX 3,617,449 14,763,955 18,381,404 5,588,082 Fountains at Flamingo Las Vegas, NV 3,183,100 29,172,318 32,355,418 3,311,794 Four Lakes Lisle, IL 2,465,000 19,956,449 22,421,449 9,091,003 Four Lakes 5 Lisle, IL 600,000 19,723,432 20,323,432 6,372,664 Fox Run (AR) Little Rock, AR 422,014 8,926,694 9,348,708 4,858,010 Fox Run (WA) Federal Way, WA 639,700 6,177,757 6,817,457 769,830 Foxchase Grand Prairie, TX 781,500 7,747,067 8,528,567 141,655 Frey Road Atlanta, GA 2,467,200 23,141,394 25,608,594 2,841,384 Garden Lake Riverdale, GA 1,464,500 13,180,730 14,645,230 111,552 Gatehouse at Pine Lake Plantation, FL 1,896,600 17,279,017 19,175,617 653,865 Gatehouse on the Green Pembroke Pines, FL 2,228,200 20,287,917 22,516,117 760,545 Gates of Redmond Combined Redmond, WA 3,603,100 18,867,454 22,470,554 259,422 Gateway Villas (Evans) Scottsdale, AZ 1,431,048 14,901,923 16,332,971 12,822 Geary Court Yard San Francisco, CA 1,719,400 15,474,355 17,193,755 31,439 Georgian Woods II Wheaton, MD 2,053,400 20,860,617 22,914,017 2,317,407 Glen Eagle Greenville, SC 833,500 7,506,596 8,340,096 64,798 Glenlake Glendale Heights, IL 5,040,500 16,667,575 21,708,075 3,350 Glenridge Colorado Springs, CO 884,788 5,043,900 5,928,688 867,818 Gold Pointe (WRP) Tacoma, WA 528,800 4,762,649 5,291,449 100,860 Governor's Place Augusta, GA 347,355 3,363,687 3,711,042 2,157,305 Governor's Pointe Roswell, GA 3,745,300 24,512,770 28,258,070 149,002 Greengate Marietta, GA 132,979 2,662,282 2,795,261 1,392,136 Greenwich Woods Silver Spring, MD 3,101,000 30,760,024 33,861,024 3,449,631 Greenwood Forest Little Rock, AR 559,038 4,442,197 5,001,235 2,447,887 Greenwood Village (Evans) Tempe, AZ 2,118,781 17,222,332 19,341,113 15,417 Grey Eagle Greenville, SC 725,200 6,529,358 7,254,558 55,944 Habitat Orlando, FL 600,000 6,286,617 6,886,617 3,869,251 Hammock's Place Miami, FL 319,180 12,915,691 13,234,871 1,988,058 Hampton Green San Antonio, TX 1,561,830 4,960,294 6,522,124 963,905
Life Used to Description Compute - ------------------------------------------------------------------ Depreciation in Date of Latest Income Apartment Name Location Construction Statement - -------------------------------------------------------------------------------------Del Coronado Mesa, AZ 1985 30 Years Desert Park Las Vegas, NV 1987 30 Years Desert Sands Phoenix, AZ 1982 30 Years Doral Louisville, KY 1972 30 Years Dos Caminos (WRP) Phoenix, AZ 1983 30 Years Eagle Canyon Chino Hills, CA 1985 30 Years Eagle Rim Redmond, WA 1986-88 30 Years East Pointe Charlotte, NC 1987 30 Years Eastland on the Lake Columbus, OH 1973 30 Years Edgewood Woodinville, WA 1986 30 Years Emerald Place Bermuda Dunes, CA 1988 30 Years Essex Place Overland Park, KS 1970-84 30 Years Ethans Glen III Kansas City, MO 1990 30 Years Ethans Ridge II Kansas City, MO 1990 30 Years Ethans Ridge I Kansas City, MO 1988 30 Years Farmington Gates Germantown, TN 1976 30 Years Firdale Village (WRP) Seattle, WA 1986 30 Years Flying Sun Phoenix, AZ 1983 30 Years Forest Ridge Arlington, TX 1984/85 30 Years Forest Valley (WRP) San Antonio, TX 1983 30 Years Fountain Creek Phoenix, AZ 1984 30 Years Fountain Place I Eden Prairie, MN 1989 30 Years Fountain Place II Eden Prairie, MN 1989 30 Years Fountainhead Combined San Antonio, TX 1985/1987 30 Years Fountains at Flamingo Las Vegas, NV 1989-91 30 Years Four Lakes Lisle, IL 1968/1988* 30 Years Four Lakes 5 Lisle, IL 1968/1988* 30 Years Fox Run (AR) Little Rock, AR 1974 30 Years Fox Run (WA) Federal Way, WA 1988 30 Years Foxchase Grand Prairie, TX 1983 30 Years Frey Road Atlanta, GA 1985 30 Years Garden Lake Riverdale, GA 1991 30 Years Gatehouse at Pine Lake Plantation, FL 1990 30 Years Gatehouse on the Green Pembroke Pines, FL 1990 30 Years Gates of Redmond Combined Redmond, WA 1979/1982-1989 30 Years Gateway Villas (Evans) Scottsdale, AZ 1995 30 Years Geary Court Yard San Francisco, CA 1990 30 Years Georgian Woods II Wheaton, MD 1967 30 Years Glen Eagle Greenville, SC 1990 30 Years Glenlake Glendale Heights, IL 1988 30 Years Glenridge Colorado Springs, CO 1985 30 Years Gold Pointe (WRP) Tacoma, WA 1990 30 Years Governor's Place Augusta, GA 1972 30 Years Governor's Pointe Roswell, GA 1982-1986 30 Years Greengate Marietta, GA 1971 30 Years Greenwich Woods Silver Spring, MD 1967 30 Years Greenwood Forest Little Rock, AR 1975 30 Years Greenwood Village (Evans) Tempe, AZ 1984 30 Years Grey Eagle Greenville, SC 1991 30 Years Habitat Orlando, FL 1974 30 Years Hammock's Place Miami, FL 1986 30 Years Hampton Green San Antonio, TX 1979 30 Years2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Branchwood
Winter Park, FL
—
324,068.53
2,855,396.92
Brandon Court
Bloomington, IN
—
170,635.75
1,503,486.89
Brandywine E.
Winter Haven, FL
568,389.28
88,126.47
776,490.28
Breckinridge
Lexington, KY
—
1,648,300.00
14,845,714.75
Brentwood
Vancouver, WA
—
1,357,221.39
12,202,521.39
Breton Mill
Houston, TX
—
212,820.00
8,547,262.73
Briar Knoll Apts
Vernon, CT
5,904,791.83
928,971.99
6,209,987.58
Briarwood (CA)
Sunnyvale, CA
13,644,104.84
9,991,500.00
22,247,278.39
Bridford Lakes
Greensboro, NC
—
2,265,314.00
27,073,465.75
Bridge Creek
Wilsonville, OR
—
1,299,890.00
11,690,113.58
Bridgeport
Raleigh, NC
—
1,296,700.00
11,666,278.32
Bridgewater at Wells Crossing
Orange Park, FL
—
2,160,000.00
13,347,548.89
Brierwood
Jacksonville, FL
—
551,900.00
4,965,855.71
Brittany Square
Tulsa, OK
—
625,000.00
4,050,961.00
Broadview Oaks (REIT)
Pensacola, FL
1,842,765.38
201,000.00
1,809,184.92
Broadway
Garland, TX
5,892,280.94
1,443,700.00
7,790,989.43
Brookdale Village
Naperville, IL
10,991,722.03
3,276,000.00
16,293,470.97
Brookfield
Salt Lake City, UT
—
1,153,000.00
5,682,452.92
Brookridge
Centreville, VA
—
2,521,500.00
16,003,838.95
Brookside (CO)
Boulder, CO
—
3,600,400.00
10,211,158.98
Brookside (MD)
Frederick, MD
7,812,687.14
2,736,000.00
8,173,436.48
Brookside II (MD)
Frederick, MD
—
2,450,800.00
6,913,202.43
Brookside Place
Stockton, CA
4,658,000.00
625,000.00
4,656,690.78
Brooksyde Apts
West Hartford, CT
(P)
594,711.19
3,975,522.58
Burgundy Studios
Middletown, CT
(P)
395,238.20
2,642,086.50
Burwick Farms
Howell, MI
(Q)
1,104,600.00
9,932,206.94
Calais
Arlington, TX
—
1,118,900.00
10,070,076.01
Cambridge at Hickory Hollow
Antioch, TN
(J)
3,240,800.00
17,900,032.88
Cambridge Commons I
Indianapolis, IN
—
179,139.19
1,578,077.45
Cambridge Commons II
Indianapolis, IN
844,998.64
141,845.25
1,249,511.25
Cambridge Commons III
Indianapolis, IN
—
98,124.94
864,737.63
Cambridge Estates
Norwich,CT
—
590,184.84
3,945,264.85
Cambridge Village
Lewisville, TX
—
801,300.00
8,762,606.48
Camellero
Scottsdale, AZ
—
1,924,900.00
17,324,592.87
Camellia Court I (Col)
Columbus, OH
—
133,058.78
1,172,392.84
Camellia Court I (Day)
Dayton, OH
1,055,461.46
131,858.32
1,162,065.53
Camellia Court II (Col)
Columbus, OH
910,416.72
118,420.87
1,043,416.87
Camellia Court II (Day)
Dayton, OH
—
131,570.85
1,159,282.59
Candlelight I
Brooksville, FL
582,447.48
105,000.27
925,166.77
Candlelight II
Brooksville, FL
575,370.55
95,061.25
837,593.20
Canterbury
Germantown, MD
31,680,000.00
2,781,300.00
28,442,497.98
Canterbury Crossings
Lake Mary, FL
—
273,670.75
2,411,537.51
Canterchase
Nashville, TN
—
863,600.00
7,762,804.13
Canyon Creek (CA)
San Ramon, CA
28,000,000.00
5,425,000.00
16,989,210.10
Canyon Crest
Santa Clarita, CA
—
2,370,000.00
10,141,878.44
Canyon Ridge
San Diego, CA
—
4,869,448.00
11,955,063.50
Capital Ridge (REIT)
Tallahassee, FL
—
177,900.00
1,601,157.16
Cardinal, The
Greensboro, NC
—
1,281,200.00
11,850,556.68
Carleton Court (WV)
Cross Lanes, WV
1,259,937.52
196,222.37
1,728,932.91
Carmel Terrace
San Diego, CA
—
2,288,300.00
20,596,280.88
Carolina Crossing
Greenville, SC
—
550,200.00
4,949,618.55
Carriage Hill
Dublin, GA
—
131,910.67
1,162,576.76
Carriage Homes at Wyndham
Glen Allen, VA
—
1,736,000.00
27,476,005.88
Casa Capricorn
San Diego, CA
—
1,262,700.00
11,365,093.09
Casa Ruiz
San Diego, CA
—
3,922,400.00
9,389,153.21
Cascade at Landmark
Alexandria, VA
—
3,603,400.00
19,657,553.75
Catalina Shores
Las Vegas, NV
—
1,227,000.00
11,042,866.93
Cedar Crest
Overland Park, KS
(R)
2,160,700.00
19,424,617.27
Cedar Glen
Reading, MA
4,432,007.84
1,248,505.45
8,346,003.34
Cedar Hill
Knoxville, TN
1,413,125.00
204,792.35
1,804,443.80
Cedargate (GA)
Lawrenceville, GA
—
205,043.45
1,806,656.21
Cedargate (MI)
Michigan City, IN
768,509.69
120,378.15
1,060,662.66
Cedargate (She)
Shelbyville, KY
1,144,831.50
158,685.33
1,398,040.66
Cedargate I (Cla)
Clayton, OH
1,189,237.36
159,599.20
1,406,492.86
Cedargate I (IN)
Bloomington, IN
—
191,650.35
1,688,648.45
Cedargate I (OH)
Lancaster, OH
2,198,700.18
240,586.83
2,119,432.15
Cedargate II (IN)
Bloomington, IN
—
165,040.72
1,454,188.64
Cedargate II (OH)
Lancaster, OH
685,158.40
87,618.08
771,911.76
Cedarwood I (Bel)
Belpre, OH
—
82,081.62
722,449.49
Cedarwood I (FL)
Ocala, FL
104,000.00
119,469.60
1,052,657.37
Cedarwood I (IN)
Goshen, IN
1,847,634.16
251,744.93
2,218,126.20
Cedarwood I (KY)
Lexington, KY
—
106,680.72
939,874.44
Cedarwood II (FL)
Ocala, FL
—
98,372.48
866,768.77
Cedarwood II (KY)
Lexington, KY
969,000.00
106,724.20
940,356.51
Cedarwood III (KY)
Lexington, KY
—
102,491.11
902,659.39
CenterPointe
Beaverton, OR
—
3,432,000.00
15,708,852.54
Centre Club
Ontario, CA
—
5,616,000.00
23,485,891.14
Centre Club II
Ontario, CA
—
1,820,000.00
9,516,938.27
Centre Lake III
Miami, FL
—
685,601.35
6,039,979.05
Champion Oaks
Houston, TX
—
931,900.00
8,389,393.77
Champions Club
Glen Allen, VA
—
954,000.00
12,417,167.33
Chandler Court
Chandler, AZ
—
1,353,100.00
12,175,172.59
Chantecleer Lakes
Naperville, IL
—
6,689,400.00
16,332,279.04
Chardonnay Park
Redmond, WA
3,289,455.09
1,297,500.00
6,709,092.62
Charing Cross
Bowling Green, OH
—
154,584.44
1,362,057.38
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures(A)
Branchwood
—
296,593.15
324,068.53
3,151,990.07
Brandon Court
—
288,105.09
170,635.75
1,791,591.98
Brandywine E.
—
45,853.03
88,126.47
822,343.31
Breckinridge
—
1,067,668.77
1,648,300.00
15,913,383.52
Brentwood
—
1,265,784.22
1,357,221.39
13,468,305.61
Breton Mill
—
1,099,856.21
212,820.00
9,647,118.94
Briar Knoll Apts
—
188,764.11
928,971.99
6,398,751.69
Briarwood (CA)
—
342,289.22
9,991,500.00
22,589,567.61
Bridford Lakes
—
143,655.21
2,265,314.00
27,217,120.96
Bridge Creek
—
2,128,775.63
1,299,890.00
13,818,889.21
Bridgeport
—
1,088,142.67
1,296,700.00
12,754,420.99
Bridgewater at Wells Crossing
—
756,159.11
2,160,000.00
14,103,708.00
Brierwood
—
1,199,762.21
551,900.00
6,165,617.92
Brittany Square
—
1,355,163.68
625,000.00
5,406,124.68
Broadview Oaks (REIT)
—
164,748.98
201,000.00
1,973,933.90
Broadway
—
1,045,838.06
1,443,700.00
8,836,827.49
Brookdale Village
—
886,523.98
3,276,000.00
17,179,994.95
Brookfield
—
515,205.52
1,153,000.00
6,197,658.44
Brookridge
—
849,148.67
2,521,500.00
16,852,987.62
Brookside (CO)
—
243,320.39
3,600,400.00
10,454,479.37
Brookside (MD)
—
570,240.66
2,736,000.00
8,743,677.14
Brookside II (MD)
—
784,128.43
2,450,800.00
7,697,330.86
Brookside Place
—
121,115.35
625,000.00
4,777,806.13
Brooksyde Apts
—
166,382.08
594,711.19
4,141,904.66
Burgundy Studios
—
138,520.22
395,238.20
2,780,606.72
Burwick Farms
—
587,381.29
1,104,600.00
10,519,588.23
Calais
—
880,235.24
1,118,900.00
10,950,311.25
Cambridge at Hickory Hollow
—
773,569.56
3,240,800.00
18,673,602.44
Cambridge Commons I
—
273,978.21
179,139.19
1,852,055.66
Cambridge Commons II
—
210,407.37
141,845.25
1,459,918.62
Cambridge Commons III
—
168,970.86
98,124.94
1,033,708.49
Cambridge Estates
—
117,976.00
590,184.84
4,063,240.85
Cambridge Village
—
761,676.50
801,300.00
9,524,282.98
Camellero
—
3,643,304.47
1,924,900.00
20,967,897.34
Camellia Court I (Col)
—
133,292.26
133,058.78
1,305,685.10
Camellia Court I (Day)
—
155,078.28
131,858.32
1,317,143.81
Camellia Court II (Col)
—
112,796.96
118,420.87
1,156,213.83
Camellia Court II (Day)
—
103,927.52
131,570.85
1,263,210.11
Candlelight I
—
86,714.96
105,000.27
1,011,881.73
Candlelight II
—
96,415.40
95,061.25
934,008.60
Canterbury
—
2,137,880.66
2,781,300.00
30,580,378.64
Canterbury Crossings
—
108,944.30
273,670.75
2,520,481.81
Canterchase
—
972,953.54
863,600.00
8,735,757.67
Canyon Creek (CA)
—
358,033.93
5,425,000.00
17,347,244.03
Canyon Crest
—
525,313.32
2,370,000.00
10,667,191.76
Canyon Ridge
—
427,375.28
4,869,448.00
12,382,438.78
Capital Ridge (REIT)
—
123,094.59
177,900.00
1,724,251.75
Cardinal, The
—
415,510.48
1,281,200.00
12,266,067.16
Carleton Court (WV)
—
127,229.85
196,222.37
1,856,162.76
Carmel Terrace
—
1,017,628.09
2,288,300.00
21,613,908.97
Carolina Crossing
—
562,965.61
550,200.00
5,512,584.16
Carriage Hill
—
55,212.90
131,910.67
1,217,789.66
Carriage Homes at Wyndham
—
249,470.28
1,736,000.00
27,725,476.16
Casa Capricorn
—
1,064,170.37
1,262,700.00
12,429,263.46
Casa Ruiz
—
947,962.55
3,922,400.00
10,337,115.76
Cascade at Landmark
—
1,533,325.59
3,603,400.00
21,190,879.34
Catalina Shores
—
1,141,607.10
1,227,000.00
12,184,474.03
Cedar Crest
—
2,908,333.99
2,160,700.00
22,332,951.26
Cedar Glen
—
123,348.79
1,248,505.45
8,469,352.13
Cedar Hill
—
154,837.43
204,792.35
1,959,281.23
Cedargate (GA)
—
42,536.68
205,043.45
1,849,192.89
Cedargate (MI)
—
60,655.97
120,378.15
1,121,318.63
Cedargate (She)
—
108,775.03
158,685.33
1,506,815.69
Cedargate I (Cla)
—
166,624.53
159,599.20
1,573,117.39
Cedargate I (IN)
—
159,431.99
191,650.35
1,848,080.44
Cedargate I (OH)
—
257,957.47
240,586.83
2,377,389.62
Cedargate II (IN)
—
120,815.10
165,040.72
1,575,003.74
Cedargate II (OH)
—
100,691.46
87,618.08
872,603.22
Cedarwood I (Bel)
—
39,511.51
82,081.62
761,961.00
Cedarwood I (FL)
—
128,236.34
119,469.60
1,180,893.71
Cedarwood I (IN)
—
228,194.78
251,744.93
2,446,320.98
Cedarwood I (KY)
—
150,640.08
106,680.72
1,090,514.52
Cedarwood II (FL)
—
67,618.09
98,372.48
934,386.86
Cedarwood II (KY)
—
143,412.09
106,724.20
1,083,768.60
Cedarwood III (KY)
—
110,895.47
102,491.11
1,013,554.86
CenterPointe
—
1,449,212.75
3,432,000.00
17,158,065.29
Centre Club
—
534,755.78
5,616,000.00
24,020,646.92
Centre Club II
—
3,652.60
1,820,000.00
9,520,590.87
Centre Lake III
—
728,324.50
685,601.35
6,768,303.55
Champion Oaks
—
958,039.09
931,900.00
9,347,432.86
Champions Club
—
512,382.29
954,000.00
12,929,549.62
Chandler Court
—
1,986,188.92
1,353,100.00
14,161,361.51
Chantecleer Lakes
—
1,127,212.15
6,689,400.00
17,459,491.19
Chardonnay Park
—
674,516.23
1,297,500.00
7,383,608.85
Charing Cross
—
131,712.30
154,584.44
1,493,769.68
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Branchwood
3,476,058.60
(405,502.38
)
1981
30 Years
Brandon Court
1,962,227.73
(240,897.75
)
1984
30 Years
Brandywine E.
910,469.78
(105,033.79
)
1981
30 Years
Breckinridge
17,561,683.52
(3,269,880.10
)
1986-1987
30 Years
Brentwood
14,825,527.00
(4,108,939.39
)
1990
30 Years
Breton Mill
9,859,938.94
(3,421,526.29
)
1986
30 Years
Briar Knoll Apts
7,327,723.68
(529,659.75
)
1986
30 Years
Briarwood (CA)
32,581,067.61
(3,529,754.51
)
1985
30 Years
Bridford Lakes
29,482,434.96
(3,933,130.04
)
1999
30 Years
Bridge Creek
15,118,779.21
(5,011,120.31
)
1987
30 Years
Bridgeport
14,051,120.99
(4,409,859.29
)
1990
30 Years
Bridgewater at Wells Crossing
16,263,708.00
(1,642,245.52
)
1986
30 Years
Brierwood
6,717,517.92
(1,904,230.66
)
1974
30 Years
Brittany Square
6,031,124.68
(3,452,725.42
)
1982
30 Years
Broadview Oaks (REIT)
2,174,933.90
(151,993.45
)
1985
30 Years
Broadway
10,280,527.49
(1,801,059.82
)
1983
30 Years
Brookdale Village
20,455,994.95
(2,239,335.97
)
1986
30 Years
Brookfield
7,350,658.44
(1,309,197.33
)
1985
30 Years
Brookridge
19,374,487.62
(3,331,704.58
)
1989
30 Years
Brookside (CO)
14,054,879.37
(1,752,699.67
)
1993
30 Years
Brookside (MD)
11,479,677.14
(1,261,896.28
)
1993
30 Years
Brookside II (MD)
10,148,130.86
(1,519,839.53
)
1979
30 Years
Brookside Place
5,402,806.13
(301,436.41
)
1981
30 Years
Brooksyde Apts
4,736,615.85
(339,671.48
)
1945
30 Years
Burgundy Studios
3,175,844.92
(245,809.12
)
1973
30 Years
Burwick Farms
11,624,188.23
(2,221,537.00
)
1991
30 Years
Calais
12,069,211.25
(2,466,978.50
)
1986
30 Years
Cambridge at Hickory Hollow
21,914,402.44
(3,719,177.23
)
1997
30 Years
Cambridge Commons I
2,031,194.85
(288,564.16
)
1986
30 Years
Cambridge Commons II
1,601,763.87
(222,217.38
)
1987
30 Years
Cambridge Commons III
1,131,833.43
(172,280.79
)
1988
30 Years
Cambridge Estates
4,653,425.69
(333,458.63
)
1977
30 Years
Cambridge Village
10,325,582.98
(2,135,449.65
)
1987
30 Years
Camellero
22,892,797.34
(6,711,144.61
)
1979
30 Years
Camellia Court I (Col)
1,438,743.88
(176,737.77
)
1981
30 Years
Camellia Court I (Day)
1,449,002.13
(184,513.98
)
1981
30 Years
Camellia Court II (Col)
1,274,634.70
(148,592.66
)
1984
30 Years
Camellia Court II (Day)
1,394,780.96
(161,969.15
)
1982
30 Years
Candlelight I
1,116,882.00
(134,524.48
)
1982
30 Years
Candlelight II
1,029,069.85
(137,096.98
)
1985
30 Years
Canterbury
33,361,678.64
(9,010,626.91
)
1986
30 Years
Canterbury Crossings
2,794,152.56
(308,966.06
)
1983
30 Years
Canterchase
9,599,357.67
(2,379,613.81
)
1985
30 Years
Canyon Creek (CA)
22,772,244.03
(1,027,338.17
)
1984
30 Years
Canyon Crest
13,037,191.76
(1,510,591.80
)
1993
30 Years
Canyon Ridge
17,251,886.78
(2,331,729.52
)
1989
30 Years
Capital Ridge (REIT)
1,902,151.75
(127,298.07
)
1983
30 Years
Cardinal, The
13,547,267.16
(2,649,958.24
)
1994
30 Years
Carleton Court (WV)
2,052,385.13
(239,743.87
)
1985
30 Years
Carmel Terrace
23,902,208.97
(6,400,399.66
)
1988-89
30 Years
Carolina Crossing
6,062,784.16
(1,201,496.58
)
1988-89
30 Years
Carriage Hill
1,349,700.33
(158,220.02
)
1985
30 Years
Carriage Homes at Wyndham
29,461,476.16
(4,105,532.57
)
1999
30 Years
Casa Capricorn
13,691,963.46
(2,882,378.24
)
1981
30 Years
Casa Ruiz
14,259,515.76
(2,106,148.99
)
1976-1986
30 Years
Cascade at Landmark
24,794,279.34
(4,349,124.95
)
1990
30 Years
Catalina Shores
13,411,474.03
(3,892,990.80
)
1989
30 Years
Cedar Crest
24,493,651.26
(6,069,610.49
)
1986
30 Years
Cedar Glen
9,717,857.58
(661,131.16
)
1980
30 Years
Cedar Hill
2,164,073.58
(249,114.38
)
1986
30 Years
Cedargate (GA)
2,054,236.34
(223,172.16
)
1983
30 Years
Cedargate (MI)
1,241,696.78
(145,040.73
)
1983
30 Years
Cedargate (She)
1,665,501.02
(190,307.62
)
1984
30 Years
Cedargate I (Cla)
1,732,716.59
(205,420.59
)
1984
30 Years
Cedargate I (IN)
2,039,730.79
(237,488.19
)
1983
30 Years
Cedargate I (OH)
2,617,976.45
(308,000.72
)
1982
30 Years
Cedargate II (IN)
1,740,044.46
(199,857.85
)
1985
30 Years
Cedargate II (OH)
960,221.30
(120,717.73
)
1983
30 Years
Cedarwood I (Bel)
844,042.62
(99,701.97
)
1980
30 Years
Cedarwood I (FL)
1,300,363.31
(159,545.51
)
1978
30 Years
Cedarwood I (IN)
2,698,065.91
(316,976.26
)
1983/84
30 Years
Cedarwood I (KY)
1,197,195.24
(153,954.66
)
1984
30 Years
Cedarwood II (FL)
1,032,759.34
(120,360.95
)
1980
30 Years
Cedarwood II (KY)
1,190,492.80
(150,696.12
)
1986
30 Years
Cedarwood III (KY)
1,116,045.97
(136,708.05
)
1986
30 Years
CenterPointe
20,590,065.29
(474,597.59
)
1996
30 Years
Centre Club
29,636,646.92
(1,926,150.41
)
1994
30 Years
Centre Club II
11,340,590.87
(175,281.71
)
2002
30 Years
Centre Lake III
7,453,904.90
(816,358.99
)
1986
30 Years
Champion Oaks
10,279,332.86
(3,111,046.47
)
1984
30 Years
Champions Club
13,883,549.62
(2,083,407.05
)
1988
30 Years
Chandler Court
15,514,461.51
(4,117,660.75
)
1987
30 Years
Chantecleer Lakes
24,148,891.19
(3,535,914.99
)
1986
30 Years
Chardonnay Park
8,681,108.85
(1,471,436.39
)
1982-1989
30 Years
Charing Cross
1,648,354.12
(191,971.03
)
1978
30 Years
S - 2
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31,
1997
Cost Capitalized Subsequent to Initial Cost to Acquisition Description Company (Improvements, net) (1) - --------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures - ---------------------------------------------------------------------------------------------------------------------------------Hamptons (WRP) Tacoma, WA 6,025,964 1,119,200 10,072,905 0 62,118 Harborview San Pedro, CA 12,510,709 6,400,000 12,608,900 2,400 97,863 Harbour Landing Corpus Christi, TX 0 761,600 6,854,524 3,400 844,168 Harrison Park (Evans) Tucson, AZ (P) 1,265,094 16,314,580 0 0 Hathaway Long Beach, CA 0 2,512,200 22,609,720 300 362,145 Hawthorne (Evans) Phoenix, AZ 0 2,697,050 15,669,963 0 0 Hearthstone San Antonio, TX 0 1,035,700 3,375,132 100 358,136 Heritage Park (WRP) Oklahoma City, OK 0 1,325,600 11,941,770 0 52,391 Heron Cove Coral Springs, FL 0 823,000 7,997,360 0 529,581 Heron Landing (K) Lauderhill, FL 0 707,100 6,363,784 4,700 336,641 Heron Pointe Boynton Beach, FL 0 1,546,700 7,883,775 0 0 Heron Run Plantation, FL 0 917,800 8,854,001 0 647,809 Hickory Ridge Greenville, SC 0 285,800 2,571,956 0 596 Hidden Oaks Cary, NC 0 1,176,200 10,593,460 0 0 Hidden Palms Tampa, FL (E) 2,048,000 6,365,313 900 12,391 Hidden Valley Club Ann Arbor, MI 0 915,000 7,583,653 0 821,697 Highland Creste (WRP) Seattle, WA 0 935,200 8,416,381 0 207,838 Highland Grove Stone Mt., GA 0 1,665,700 14,996,293 0 (0) Highland Point (WRP) Denver, CO 0 1,631,900 14,686,971 0 39,774 Highline Oaks Denver, CO 7,100,000 1,055,000 9,651,649 2,400 72,496 Holcomb Bridge Atlanta, GA 9,545,000 2,142,400 19,281,704 900 946,475 Hollyview Silver Springs, MD 0 189,000 1,484,475 1,000 9,281 Hunter's Glen Chesterfield, MO 0 913,500 8,221,026 1,700 306,971 Hunter's Green Fort Worth, TX (F) 524,200 3,404,622 100 748,534 Hunters Ridge/South Pointe St. Louis, MO 18,890,250 1,950,000 17,521,575 4,200 126,860 Huntington Hollow Tulsa, OK 0 668,600 6,017,211 0 28,729 Huntington Park Everett, WA 0 1,594,500 14,350,001 3,000 532,840 Idlewood Indianapolis, IN (E) 2,560,000 11,456,641 900 25,500 Indian Bend Phoenix, AZ 0 1,072,500 9,652,385 3,200 528,384 Indian Tree Arvada, CO 0 881,125 4,868,332 100 437,701 Indigo Springs Kent, WA 8,075,846 1,270,000 11,438,562 500 193,475 Invitational (WRP) Oklahoma City, OK 0 1,153,000 10,385,325 0 56,332 Ironwood at the Ranch Wesminster, CO 5,985,000 1,493,300 13,439,783 0 105,395 Isle at Arrowhead Ranch Glendale, AZ 0 1,650,237 19,733,360 0 0 Ivy Place (L) Atlanta, GA 0 793,200 7,139,200 9,750 259,057 James Street Crossing Kent, WA 16,395,379 2,078,600 18,707,436 0 0 Jefferson at Walnut Creek Austin, TX (E) 2,736,000 14,581,785 900 24,307 Junipers at Yarmouth Yarmouth, ME 0 1,350,000 7,807,113 3,200 166,009 Kempton Downs Gresham, OR 0 1,182,200 10,639,993 35,149 859,655 Keystone Austin, TX 2,907,322 498,000 4,482,306 500 469,658 Kingsport Alexandria, VA 0 1,262,250 11,454,606 0 1,576,439 Kingswood Manor San Antonio, TX 0 293,900 2,061,996 100 365,009 Kirby Place Houston, TX (E) 3,620,000 25,898,825 900 12,991 Knight's Castle (Boulder Creek) Wilsonville, OR 0 3,552,000 11,462,403 1,500 222,776 La Costa Brava (Jax) Jacksonville, FL (J) 0 835,757 4,964,681 0 5,955,711 La Costa Brava (ORL) Orlando, FL 0 206,626 1,380,505 0 5,329,782 La Mariposa (Evans) Mesa, AZ (P) 2,047,539 12,426,243 0 0 La Mirage San Diego, CA 0 6,005,200 122,982,486 0 0 La Reserve (Evans) Oro Valley, AZ (P) 3,264,562 4,923,865 0 0 La Valencia (Evans) Mesa, AZ 0 3,553,350 20,498,635 0 0 Ladera (Evans) Mesa, AZ 0 2,978,879 20,598,113 0 0 Lake in The Woods (MI) Ypsilanti, MI 0 1,859,625 16,314,064 0 5,853,066
Gross Amount Carried at Close of Period 12/31/97 - ------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Land Fixtures (A) Total (B) - -------------------------------------------------------------------------------------------------------------Hamptons (WRP) Tacoma, WA 1,119,200 10,135,023 11,254,223 Harborview San Pedro, CA 6,402,400 12,706,763 19,109,163 Harbour Landing Corpus Christi, TX 765,000 7,698,692 8,463,692 Harrison Park (Evans) Tucson, AZ 1,265,094 16,314,580 17,579,674 Hathaway Long Beach, CA 2,512,500 22,971,865 25,484,365 Hawthorne (Evans) Phoenix, AZ 2,697,050 15,669,963 18,367,013 Hearthstone San Antonio, TX 1,035,800 3,733,268 4,769,068 Heritage Park (WRP) Oklahoma City, OK 1,325,600 11,994,161 13,319,761 Heron Cove Coral Springs, FL 823,000 8,526,941 9,349,941 Heron Landing (K) Lauderhill, FL 711,800 6,700,425 7,412,225 Heron Pointe Boynton Beach, FL 1,546,700 7,883,775 9,430,475 Heron Run Plantation, FL 917,800 9,501,810 10,419,610 Hickory Ridge Greenville, SC 285,800 2,572,552 2,858,352 Hidden Oaks Cary, NC 1,176,200 10,593,460 11,769,660 Hidden Palms Tampa, FL 2,048,900 6,377,704 8,426,604 Hidden Valley Club Ann Arbor, MI 915,000 8,405,350 9,320,350 Highland Creste (WRP) Seattle, WA 935,200 8,624,219 9,559,419 Highland Grove Stone Mt., GA 1,665,700 14,996,293 16,661,993 Highland Point (WRP) Denver, CO 1,631,900 14,726,745 16,358,645 Highline Oaks Denver, CO 1,057,400 9,724,145 10,781,545 Holcomb Bridge Atlanta, GA 2,143,300 20,228,179 22,371,479 Hollyview Silver Springs, MD 190,000 1,493,756 1,683,756 Hunter's Glen Chesterfield, MO 915,200 8,527,997 9,443,197 Hunter's Green Fort Worth, TX 524,300 4,153,156 4,677,456 Hunters Ridge/South Pointe St. Louis, MO 1,954,200 17,648,435 19,602,635 Huntington Hollow Tulsa, OK 668,600 6,045,940 6,714,540 Huntington Park Everett, WA 1,597,500 14,882,841 16,480,341 Idlewood Indianapolis, IN 2,560,900 11,482,141 14,043,041 Indian Bend Phoenix, AZ 1,075,700 10,180,769 11,256,469 Indian Tree Arvada, CO 881,225 5,306,033 6,187,258 Indigo Springs Kent, WA 1,270,500 11,632,037 12,902,537 Invitational (WRP) Oklahoma City, OK 1,153,000 10,441,657 11,594,657 Ironwood at the Ranch Wesminster, CO 1,493,300 13,545,178 15,038,478 Isle at Arrowhead Ranch Glendale, AZ 1,650,237 19,733,360 21,383,597 Ivy Place (L) Atlanta, GA 802,950 7,398,257 8,201,207 James Street Crossing Kent, WA 2,078,600 18,707,436 20,786,036 Jefferson at Walnut Creek Austin, TX 2,736,900 14,606,092 17,342,992 Junipers at Yarmouth Yarmouth, ME 1,353,200 7,973,121 9,326,321 Kempton Downs Gresham, OR 1,217,349 11,499,648 12,716,997 Keystone Austin, TX 498,500 4,951,964 5,450,464 Kingsport Alexandria, VA 1,262,250 13,031,045 14,293,295 Kingswood Manor San Antonio, TX 294,000 2,427,005 2,721,005 Kirby Place Houston, TX 3,620,900 25,911,816 29,532,716 Knight's Castle (Boulder Creek) Wilsonville, OR 3,553,500 11,685,178 15,238,678 La Costa Brava (Jax) Jacksonville, FL (J) 835,757 10,920,392 11,756,149 La Costa Brava (ORL) Orlando, FL 206,626 6,710,287 6,916,913 La Mariposa (Evans) Mesa, AZ 2,047,539 12,426,243 14,473,782 La Mirage San Diego, CA 6,005,200 22,982,486 128,987,686 La Reserve (Evans) Oro Valley, AZ 3,264,562 4,923,865 8,188,427 La Valencia (Evans) Mesa, AZ 3,553,350 20,498,635 24,051,985 Ladera (Evans) Mesa, AZ 2,978,879 20,598,113 23,576,992 Lake in The Woods (MI) Ypsilanti, MI 1,859,625 22,167,130 24,026,755
Life Used to Compute - ---------------------------------------------------------------------------------------------- Depreciation Accumulated Date of Latest Income Apartment Name Location Depreciation Construction Statement (C) - -------------------------------------------------------------------------------------------------------------Hamptons (WRP) Tacoma, WA 222,665 1991 30 Years Harborview San Pedro, CA 411,773 1985 30 Years Harbour Landing Corpus Christi, TX 1,164,132 1985 30 Years Harrison Park (Evans) Tucson, AZ 14,484 1985 30 Years Hathaway Long Beach, CA 1,913,780 1987 30 Years Hawthorne (Evans) Phoenix, AZ 14,721 1996 30 Years Hearthstone San Antonio, TX 682,606 1982 30 Years Heritage Park (WRP) Oklahoma City, OK 278,231 1983 30 Years Heron Cove Coral Springs, FL 1,009,310 1987 30 Years Heron Landing (K) Lauderhill, FL 470,034 1988 30 Years Heron Pointe Boynton Beach, FL 115,301 1989 30 Years Heron Run Plantation, FL 1,097,027 1987 30 Years Hickory Ridge Greenville, SC 23,136 1968 30 Years Hidden Oaks Cary, NC 90,488 1988 30 Years Hidden Palms Tampa, FL 42,474 1986 30 Years Hidden Valley Club Ann Arbor, MI 4,474,589 1973 30 Years Highland Creste (WRP) Seattle, WA 199,033 1989 30 Years Highland Grove Stone Mt., GA 125,202 1988 30 Years Highland Point (WRP) Denver, CO 317,666 1984 30 Years Highline Oaks Denver, CO 192,711 1986 30 Years Holcomb Bridge Atlanta, GA 2,525,354 1985 30 Years Hollyview Silver Springs, MD 4,178 1965 30 Years Hunter's Glen Chesterfield, MO 402,678 1985 30 Years Hunter's Green Fort Worth, TX 731,261 1981 30 Years Hunters Ridge/South Pointe St. Louis, MO 350,101 1986-1987 30 Years Huntington Hollow Tulsa, OK 145,857 1981 30 Years Huntington Park Everett, WA 2,087,851 1991 30 Years Idlewood Indianapolis, IN 72,537 1991 30 Years Indian Bend Phoenix, AZ 1,368,573 1973 30 Years Indian Tree Arvada, CO 1,041,993 1983 30 Years Indigo Springs Kent, WA 322,845 1991 30 Years Invitational (WRP) Oklahoma City, OK 237,275 1983 30 Years Ironwood at the Ranch Wesminster, CO 287,752 1986 30 Years Isle at Arrowhead Ranch Glendale, AZ 16,870 1996 30 Years Ivy Place (L) Atlanta, GA 432,030 1978 30 Years James Street Crossing Kent, WA 38,781 1989 30 Years Jefferson at Walnut Creek Austin, TX 90,510 1994 30 Years Junipers at Yarmouth Yarmouth, ME 220,554 1970 30 Years Kempton Downs Gresham, OR 1,120,921 1990 30 Years Keystone Austin, TX 526,567 1981 30 Years Kingsport Alexandria, VA 1,476,716 1986 30 Years Kingswood Manor San Antonio, TX 422,154 1983 30 Years Kirby Place Houston, TX 153,938 1994 30 Years Knight's Castle (Boulder Creek) Wilsonville, OR 311,992 1991 30 Years La Costa Brava (Jax) Jacksonville, FL (J) 5,943,831 1970/1973 30 Years La Costa Brava (ORL) Orlando, FL 3,556,803 1967 30 Years La Mariposa (Evans) Mesa, AZ 11,619 1986 30 Years La Mirage San Diego, CA 1,942,975 1988-1992 30 Years La Reserve (Evans) Oro Valley, AZ 7,043 1988 30 Years La Valencia (Evans) Mesa, AZ 19,275 1988 30 Years Ladera (Evans) Mesa, AZ 18,460 1995 30 Years Lake in The Woods (MI) Ypsilanti, MI 11,131,520 1969 30 YearsS-5
ERP OPERATING LIMITED PARTNERSHIP Real Estate and Acculated Depreciation December 31, 1997 Cost Capitalized Subsequent to Initial Cost to Acquisition Description Company (Improvements, net)(1) - --------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures - ---------------------------------------------------------------------------------------------------------------Lakeville Resort Petaluma, CA 20,655,022 2,734,100 24,773,523 2,400 109,861 Lakewood Oaks Dallas, TX 0 1,630,200 14,671,813 1,400 648,829 Landera (WRP) San Antonio, TX 0 766,300 6,896,811 0 45,632 Lands End Pacifica, CA 0 1,824,500 16,423,435 1,200 450,898 Larkspur Woods Sacramento, CA (E) 5,800,000 14,512,065 1,300 21,647 Laurel Ridge Chapel Hill, NC 0 160,000 1,752,118 0 2,938,512 Lincoln Green I San Antonio, TX 0 947,366 2,133,002 0 3,711,030 Lincoln Green II San Antonio, TX 0 1,052,340 5,828,311 0 (0) Lincoln Green III San Antonio, TX 0 536,010 2,069,688 0 0 Lincoln Harbor Ft. Lauderdale, FL 10,000,000 7,454,900 14,879,369 0 (0) Lincoln Heights Quincy, MA 0 5,925,000 33,575,000 0 0 Little Cottonwoods Tempe, AZ (P) 3,050,133 26,981,993 0 0 Lodge (OK), The Tulsa, OK 0 313,571 2,677,951 0 893,076 Lodge (TX), The San Antonio, TX 0 1,363,636 5,496,784 0 3,582,672 Longwood Decatur, GA 0 1,452,000 13,067,523 2,048 364,818 Mallard Cove Greenville, SC 0 803,700 7,233,160 9,650 282,242 Mallgate Louisville, KY 0 0 6,162,515 0 3,857,169 Marbrisa Tampa, FL 0 811,500 7,303,334 2,000 210,354 Marina Club Fort Worth, TX 0 781,000 7,028,588 3,269 1,581,230 Mariners Wharf Orange Park, FL 0 1,858,800 16,733,097 0 2,285 Marks (WRP) Denver, CO 21,085,000 4,928,500 44,356,994 0 419,868 Marquessa (Evans) Corona Hills, CA 18,169,122 6,888,500 21,767,775 0 0 Martha Lake (WRP) Seattle, WA 0 823,200 7,409,199 0 17,730 Marymont (MD) Laurel, MD 0 1,901,800 17,116,593 2,000 539,218 Maxwell House Augusta, GA 0 216,000 1,846,772 0 723,153 McAlpine Ridge Charlotte, NC 0 1,283,400 11,550,225 600 589,390 Meadow Creek Tigard, OR 8,595,327 1,298,100 11,682,684 1,000 750,229 Meadows in the Park Birmingham, AL 0 1,000,000 8,525,000 0 0 Meadows on the Lake Birmingham, AL 0 1,000,000 8,521,175 0 0 Merril Creek (WRP) Tacoma, WA 0 814,200 7,327,478 0 11,830 Merrimac Woods Costa Mesa, CA 0 673,300 6,059,722 2,400 138,194 Metropolitan Park (WRP) Seattle, WA 0 493,200 4,438,977 0 34,772 Mill Village Randolph, MA 0 6,200,000 13,249,725 2,900 131,810 Mirador (Evans) Phoenix, AZ 0 2,597,518 23,368,137 0 0 Miramonte Scottsdale, AZ 0 1,132,500 8,846,622 0 0 Mission Palms Tucson, AZ 0 2,023,400 18,210,383 0 89,971 Morningside (Evans) Scottsdale, AZ (P) 670,470 12,591,349 0 0 Mountain Park Ranch Phoenix, AZ (Q) 1,662,332 18,223,755 0 0 Mountain Run (WRP) Albuquerque, NM 0 2,023,400 20,735,983 280,600 82,948 Mountain Terrace Stevenson Ranch, CA 0 3,977,200 35,794,729 1,800 209,401 Newport Cove Henderson, NV 0 698,700 6,288,245 1,600 840,955 Newport Heights Seattle, WA 0 390,700 3,516,229 500 233,100 North Creek Heights Seattle, WA 0 753,800 6,784,170 0 40,015 North Hill Atlanta, GA 16,428,599 2,520,000 18,501,949 5,000 65,715 Northampton 1 Largo, MD 13,194,809 1,843,200 17,318,363 0 1,398,297 Northampton 2 Largo, MD 0 1,494,100 14,279,723 19,400 1,134,141 Northgate Village San Antonio, TX 0 660,000 5,753,724 100 428,995 Northlake (FL) Jacksonville, FL 0 1,166,000 10,494,125 0 (0) Northwoods Village Cary, NC (E) 1,368,000 11,443,857 900 17,260 Oak Mill 2 Germantown, MD 9,507,486 854,000 8,187,169 133 748,473 Oak Park North Agoura Hills, CA (O) 1,706,500 15,358,942 400 90,433 Oak Park South Agoura Hills, CA (O) 1,683,400 15,150,835 400 144,685 - ----------------------------------------------------------------------------------------------------------------- Gross Amount Carried at Close of Life Used to Description Period 12/31/97 Compute - ----------------------------------------------------------------------------------------------------------------- Depreciation in Building & Accumulated Date of Latest Income Apartment Name Location Land Fixtures (A) Total (B) Depreciation Construction Statement (C) - ------------------------------------------------------------------------------------------------------------------------------------ Lakeville Resort Petaluma, CA 2,736,500 24,883,384 27,619,884 1,073,613 1984 30 Years Lakewood Oaks Dallas, TX 1,631,600 15,320,642 16,952,242 1,887,694 1987 30 Years Landera (WRP) San Antonio, TX 766,300 6,942,443 7,708,743 153,078 1983 30 Years Lands End Pacifica, CA 1,825,700 16,874,333 18,700,033 936,029 1974 30 Years Larkspur Woods Sacramento, CA 5,801,300 14,533,712 20,335,012 102,811 1989/1993 30 Years Laurel Ridge Chapel Hill, NC 160,000 4,690,630 4,850,630 2,145,136 1975 30 Years Lincoln Green I San Antonio, TX 947,366 5,844,032 6,791,398 2,613,354 1984/1986 30 Years Lincoln Green II San Antonio, TX 1,052,340 5,828,311 6,880,651 2,132,722 1984/1986 30 Years Lincoln Green III San Antonio, TX 536,010 2,069,688 2,605,698 781,318 1984/1986 30 Years Lincoln Harbor Ft. Lauderdale, FL 7,454,900 14,879,369 22,334,269 405,336 1989 30 Years Lincoln Heights Quincy, MA 5,925,000 33,575,000 39,500,000 30,600 1991 30 Years Little Cottonwoods Tempe, AZ 3,050,133 26,981,993 30,032,126 23,773 1984 30 Years Lodge (OK), The Tulsa, OK 313,571 3,571,027 3,884,598 1,958,126 1979 30 Years Lodge (TX), The San Antonio, TX 1,363,636 9,079,456 10,443,092 3,068,584 1979(#) 30 Years Longwood Decatur, GA 1,454,048 13,432,341 14,886,389 1,832,622 1992 30 Years Mallard Cove Greenville, SC 813,350 7,515,402 8,328,752 438,174 1983 30 Years Mallgate Louisville, KY 0 10,019,684 10,019,684 5,986,361 1969 30 Years Marbrisa Tampa, FL 813,500 7,513,688 8,327,188 356,644 1984 30 Years Marina Club Fort Worth, TX 784,269 8,609,818 9,394,087 1,212,618 1987 30 Years Mariners Wharf Orange Park, FL 1,858,800 16,735,382 18,594,182 138,521 1989 30 Years Marks (WRP) Denver, CO 4,928,500 44,776,862 49,705,362 935,337 1987 30 Years Marquessa (Evans) Corona Hills, CA 6,888,500 21,767,775 28,656,275 22,579 1992 30 Years Martha Lake (WRP) Seattle, WA 823,200 7,426,929 8,250,129 159,637 1991 30 Years Marymont (MD) Laurel, MD 1,903,800 17,655,811 19,559,611 2,040,482 1987-88 30 Years Maxwell House Augusta, GA 216,000 2,569,925 2,785,925 1,098,947 1951 30 Years McAlpine Ridge Charlotte, NC 1,284,000 12,139,615 13,423,615 1,381,439 1989-90 30 Years Meadow Creek Tigard, OR 1,299,100 12,432,913 13,732,013 1,511,374 1985 30 Years Meadows in the Park Birmingham, AL 1,000,000 8,525,000 9,525,000 12,178 1986 30 Years Meadows on the Lake Birmingham, AL 1,000,000 8,521,175 9,521,175 12,178 1987 30 Years Merril Creek (WRP) Tacoma, WA 814,200 7,339,308 8,153,508 157,161 1994 30 Years Merrimac Woods Costa Mesa, CA 675,700 6,197,915 6,873,615 291,450 1970 30 Years Metropolitan Park (WRP) Seattle, WA 493,200 4,473,749 4,966,949 94,680 1991 30 Years Mill Village Randolph, MA 6,202,900 13,381,535 19,584,435 20,408 1971/1977 30 Years Mirador (Evans) Phoenix, AZ 2,597,518 23,368,137 25,965,655 20,506 1995 30 Years Miramonte Scottsdale, AZ 1,132,500 8,846,622 9,979,122 8,002 1983 30 Years Mission Palms Tucson, AZ 2,023,400 18,300,354 20,323,754 392,022 1980 30 Years Morningside (Evans) Scottsdale, AZ 670,470 12,591,349 13,261,819 10,468 1989 30 Years Mountain Park Ranch Phoenix, AZ 1,662,332 18,223,755 19,886,087 15,697 1994 30 Years Mountain Run (WRP) Albuquerque, NM 2,304,000 20,818,931 23,122,931 451,625 1985 30 Years Mountain Terrace Stevenson Ranch, CA 3,979,000 36,004,130 39,983,130 1,297,678 1992 30 Years Newport Cove Henderson, NV 700,300 7,129,200 7,829,500 1,194,422 1983 30 Years Newport Heights Seattle, WA 391,200 3,749,329 4,140,529 468,798 1985 30 Years North Creek Heights Seattle, WA 753,800 6,824,185 7,577,985 144,788 1990 30 Years North Hill Atlanta, GA 2,525,000 18,567,664 21,092,664 220,601 1984 30 Years Northampton 1 Largo, MD 1,843,200 18,716,660 20,559,860 2,346,885 1977 30 Years Northampton 2 Largo, MD 1,513,500 15,413,864 16,927,364 1,559,004 1988 30 Years Northgate Village San Antonio, TX 660,100 6,182,719 6,842,819 1,176,859 1984 30 Years Northlake (FL) Jacksonville, FL 1,166,000 10,494,125 11,660,125 89,530 1989 30 Years Northwoods Village Cary, NC 1,368,900 11,461,117 12,830,017 82,552 1986 30 Years Oak Mill 2 Germantown, MD 854,133 8,935,642 9,789,775 923,107 1985 30 Years Oak Park North Agoura Hills, CA 1,706,900 15,449,375 17,156,275 1,184,275 1990 30 Years Oak Park South Agoura Hills, CA 1,683,800 15,295,520 16,979,320 1,265,504 1989 30 YearsS-6
ERP OPERATING LIMITED PARTNERSHIP Real Estate and Accumulated Depreciation December 31, 1997 Cost Capitalized Subsequent to Initial Cost to Acquisition Description Company (Improvements, net)(1) - ---------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures - ----------------------------------------------------------------------------------------------------------------------------------Oaks of Lakebridge Ormond Beach, FL 0 413,700 3,742,503 2,100 451,071 Ocean Walk Key West, FL 21,099,078 2,834,900 25,517,673 0 (0) Olentangy Joint Venture Columbus, OH 0 3,032,336 20,862,191 0 8,151,199 One Eton Square Tulsa, OK 0 1,570,100 14,130,762 0 199,151 Orange Grove Village Tucson, AZ (P) 1,813,154 14,867,839 0 0 Orchard of Landen Maineville, OH (E) 2,496,000 17,720,225 1,300 18,489 Orchard Ridge Seattle, WA 0 482,600 4,343,826 3,000 186,875 Overlook San Antonio, TX 0 1,100,000 9,900,000 200 59,744 Paces Station/Paces on the Green Atlanta, GA 0 4,801,500 32,630,170 0 0 Panther Ridge (WRP) Seattle, WA 0 1,055,800 9,501,841 0 94,493 Paradise Pointe Dania, FL 0 1,493,800 13,452,161 0 1,369,517 Park Knoll Atlanta, GA 0 2,904,500 26,140,219 4,300 1,390,997 Park Meadow (Evans) Gilbert, AZ (P) 835,217 15,094,226 0 0 Park Place I & II Plymouth, MN 17,820,599 2,428,200 21,853,006 7,400 649,815 Park West Austin, TX 0 648,605 4,541,683 100 543,341 Park West (CA) Los Angeles, CA 0 3,033,300 27,299,323 100 425,857 Parkridge Place Las Colinas, TX 0 6,430,800 17,073,584 0 (O) Parkview Terrace Redlands, CA 22,650,000 4,969,200 35,650,329 0 0 Parkwood East (WRP) Fort Collins, CO 0 1,644,000 14,796,301 0 26,384 Pine Harbour Orlando, FL 0 1,661,000 14,948,625 3,300 837,768 Pine Meadow Greensboro, NC 4,852,620 719,300 6,474,036 1,350 254,030 Pines at Cloverlane Pittsfield Township, MI 0 1,906,600 17,159,269 1,200 2,825,711 Pines of Springdale West Palm Beach, FL 0 471,200 4,240,800 2,667 457,139 Plum Tree Park (WRP) Seattle, WA 0 1,133,400 10,200,420 0 42,215 Pointe at South Mountain Phoenix, AZ 0 2,228,800 20,058,955 0 80,664 Pointe East Redmond, WA 0 601,800 5,416,489 800 135,313 Port Royale Ft. Lauderdale, FL 0 1,752,100 15,769,281 2,100 521,095 Port Royale II Ft. Lauderdale, FL 0 1,015,700 9,141,355 6,500 298,668 Portofino (Evans) Chino Hills, CA 0 3,572,400 14,627,241 0 0 Preakness Antioch, TN (E) 1,560,000 7,653,521 1,300 21,698 Preserve at Squaw Peak Phoenix, AZ (P) 517,788 8,518,393 0 0 Preston Bend Dallas, TX 8,719,000 1,083,000 9,925,055 2,200 52,194 Preston in Willowbend Plano, TX 0 872,500 7,852,675 0 1,355,716 Preston Lake Atlanta, GA 0 1,430,000 12,877,986 34,993 1,027,970 Promenade Terrace Corona Hills, CA 16,221,259 2,281,000 20,529,476 1,800 191,484 Promontory Pointe 1 & 2 Phoenix, AZ (P) 2,355,509 30,388,237 0 0 Pueblo Villas Albuquerque, NM 0 854,300 7,688,783 1,300 188,040 Quail Cove (WRP) Salt Lake City, UT 0 2,271,800 20,446,430 0 88,480 Raindance (WRP) Oklahoma City, OK 0 1,147,600 10,341,301 0 45,344 Rancho Murietta (Evans) Tempe, AZ 0 1,766,282 17,548,512 0 0 Ravens Crest Plainsboro, NJ (O) 4,673,000 42,057,149 2,850 1,590,420 Redlands Lawn and Tennis Redlands, CA 24,050,000 4,822,320 26,312,144 0 0 Reflections at the Lakes Las Vegas, NV 0 1,896,000 17,063,715 0 42,277 Regatta (WRP) San Antonio, TX 0 818,500 7,366,677 0 25,844 Regency Palms Huntington Beach, CA 0 1,856,500 16,708,950 900 315,425 Regency Woods Des Moines, IA 6,351,345 745,100 6,705,430 0 0 Registry (WRP) Denver, CO 0 1,303,100 11,727,649 0 22,556 Reserve Square Combined Cleveland, OH 0 2,618,352 23,565,022 500 9,291,751 Ridgegate (WRP) Seattle, WA 0 805,800 7,251,986 0 107,187 Ridgemont/Mountain Brook Chattanooga, TN 0 1,472,000 13,505,272 5,200 122,414 Ridgetop (WRP) Tacoma, WA 0 811,500 221,000 0 7,097,213 Ridgetree I & II Dallas, TX 0 2,094,600 18,851,177 20,600 1,125,099
Gross Amount Carried at Close of Description Period 12/31/97 - -------------------------------------------------------------------------------------------------------------------- Building & Apartment Name Location Land Fixtures(A) Total(B) - --------------------------------------------------------------------------------------------------------------------Oaks of Lakebridge Ormond Beach, FL 415,800 4,193,574 4,609,374 Ocean Walk Key West, FL 2,834,900 25,517,673 28,352,573 Olentangy Joint Venture Columbus, OH 3,032,336 29,013,390 32,045,726 One Eton Square Tulsa, OK 1,570,100 14,329,913 15,900,013 Orange Grove Village Tucson, AZ 1,813,154 14,867,839 16,680,993 Orchard of Landen Maineville, OH 2,497,300 17,738,714 20,236,014 Orchard Ridge Seattle, WA 485,600 4,530,701 5,016,301 Overlook San Antonio, TX 1,100,200 9,959,744 11,059,944 Paces Station/Paces on the Green Atlanta, GA 4,801,500 32,630,170 37,431,670 Panther Ridge (WRP) Seattle, WA 1,055,800 9,596,334 10,652,134 Paradise Pointe Dania, FL 1,493,800 14,821,678 16,315,478 Park Knoll Atlanta, GA 2,908,800 27,531,216 30,440,016 Park Meadow (Evans) Gilbert, AZ 835,217 15,094,226 15,929,443 Park Place I & II Plymouth, MN 2,435,600 22,502,821 24,938,421 Park West Austin, TX 648,705 5,085,024 5,733,729 Park West (CA) Los Angeles, CA 3,033,400 27,725,180 30,758,580 Parkridge Place Las Colinas, TX 6,430,800 17,073,584 23,504,384 Parkview Terrace Redlands, CA 4,969,200 35,650,329 40,619,529 Parkwood East (WRP) Fort Collins, CO 1,644,000 14,822,685 16,466,685 Pine Harbour Orlando, FL 1,664,300 15,786,393 17,450,693 Pine Meadow Greensboro, NC 720,650 6,728,066 7,448,716 Pines at Cloverlane Pittsfield Township, MI 1,907,800 19,984,980 21,892,780 Pines of Springdale West Palm Beach, FL 473,867 4,697,939 5,171,806 Plum Tree Park (WRP) Seattle, WA 1,133,400 10,242,635 11,376,035 Pointe at South Mountain Phoenix, AZ 2,228,800 20,139,619 22,368,419 Pointe East Redmond, WA 602,600 5,551,802 6,154,402 Port Royale Ft. Lauderdale, FL 1,754,200 16,290,376 18,044,576 Port Royale II Ft. Lauderdale, FL 1,022,200 9,440,023 10,462,223 Portofino (Evans) Chino Hills, CA 3,572,400 14,627,241 18,199,641 Preakness Antioch, TN 1,561,300 7,675,219 9,236,519 Preserve at Squaw Peak Phoenix, AZ 517,788 8,518,393 9,036,181 Preston Bend Dallas, TX 1,085,200 9,977,249 11,062,449 Preston in Willowbend Plano, TX 872,500 9,208,391 10,080,891 Preston Lake Atlanta, GA 1,465,893 13,905,956 15,371,849 Promenade Terrace Corona Hills, CA 2,282,800 20,720,960 23,003,760 Promontory Pointe 1 & 2 Phoenix, AZ 2,355,509 30,388,237 32,743,746 Pueblo Villas Albuquerque, NM 855,600 7,876,823 8,732,423 Quail Cove (WRP) Salt Lake City, UT 2,271,800 20,534,910 22,806,710 Raindance (WRP) Oklahoma City, OK 1,147,600 10,386,645 11,534,245 Rancho Murietta (Evans) Tempe, AZ 1,766,282 17,548,512 19,314,794 Ravens Crest Plainsboro, NJ 4,675,850 43,647,569 48,323,419 Redlands Lawn and Tennis Redlands, CA 4,822,320 26,312,144 31,134,464 Reflections at the Lakes Las Vegas, NV 1,896,000 17,105,992 19,001,992 Regatta (WRP) San Antonio, TX 818,500 7,392,520 8,211,020 Regency Palms Huntington Beach, CA 1,857,400 17,024,375 18,881,775 Regency Woods Des Moines, IA 745,100 6,705,430 7,450,530 Registry (WRP) Denver, CO 1,303,100 11,750,205 13,053,305 Reserve Square Combined Cleveland, OH 2,618,852 32,856,773 35,475,625 Ridgegate (WRP) Seattle, WA 805,800 7,359,173 8,164,973 Ridgemont/Mountain Brook Chattanooga, TN 1,477,200 13,627,686 15,104,886 Ridgetop (WRP) Tacoma, WA 811,500 7,318,213 8,129,713 Ridgetree I & II Dallas, TX 2,115,200 19,976,276 22,091,476
Life Used to Description Compute - ------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Depreciation Construction Statement(C) - ---------------------------------------------------------------------------------------------------------------------Oaks of Lakebridge Ormond Beach, FL 691,385 1984 30 Years Ocean Walk Key West, FL 51,779 1990 30 Years Olentangy Joint Venture Columbus, OH 16,047,783 1972 30 Years One Eton Square Tulsa, OK 321,009 1985 30 Years Orange Grove Village Tucson, AZ 13,983 1986/1995 30 Years Orchard of Landen Maineville, OH 126,481 1985/1988 30 Years Orchard Ridge Seattle, WA 595,509 1988 30 Years Overlook San Antonio, TX 234,278 1985 30 Years Paces Station/Paces on the Green Atlanta, GA 411,876 1984-1988/1989 30 Years Panther Ridge (WRP) Seattle, WA 212,607 1980 30 Years Paradise Pointe Dania, FL 1,864,192 1987-90 30 Years Park Knoll Atlanta, GA 3,979,207 1983 30 Years Park Meadow (Evans) Gilbert, AZ 12,704 1986 30 Years Park Place I & II Plymouth, MN 1,130,133 1986 30 Years Park West Austin, TX 819,900 1985 30 Years Park West (CA) Los Angeles, CA 2,327,056 1987-90 30 Years Parkridge Place Las Colinas, TX 72,945 1985 30 Years Parkview Terrace Redlands, CA 32,340 1986 30 Years Parkwood East (WRP) Fort Collins, CO 314,010 1986 30 Years Pine Harbour Orlando, FL 2,228,205 1991 30 Years Pine Meadow Greensboro, NC 391,654 1974 30 Years Pines at Cloverlane Pittsfield Township, MI 1,526,711 1975-79 30 Years Pines of Springdale West Palm Beach, FL 675,625 1985/87(x) 30 Years Plum Tree Park (WRP) Seattle, WA 218,141 1991 30 Years Pointe at South Mountain Phoenix, AZ 427,547 1988 30 Years Pointe East Redmond, WA 631,778 1988 30 Years Port Royale Ft. Lauderdale, FL 1,855,727 1988 30 Years Port Royale II Ft. Lauderdale, FL 648,784 1991 30 Years Portofino (Evans) Chino Hills, CA 14,186 1989 30 Years Preakness Antioch, TN 58,736 1986 30 Years Preserve at Squaw Peak Phoenix, AZ 7,128 1990 30 Years Preston Bend Dallas, TX 199,067 1986 30 Years Preston in Willowbend Plano, TX 1,380,925 1985 30 Years Preston Lake Atlanta, GA 2,017,909 1984-86 30 Years Promenade Terrace Corona Hills, CA 1,088,860 1990 30 Years Promontory Pointe 1 & 2 Phoenix, AZ 25,964 1984/1996 30 Years Pueblo Villas Albuquerque, NM 431,289 1975 30 Years Quail Cove (WRP) Salt Lake City, UT 441,451 1987 30 Years Raindance (WRP) Oklahoma City, OK 251,597 1984 30 Years Rancho Murietta (Evans) Tempe, AZ 15,488 1983 30 Years Ravens Crest Plainsboro, NJ 5,422,677 1984 30 Years Redlands Lawn and Tennis Redlands, CA 25,069 1986 30 Years Reflections at the Lakes Las Vegas, NV 364,317 1989 30 Years Regatta (WRP) San Antonio, TX 163,257 1983 30 Years Regency Palms Huntington Beach, CA 1,135,696 1969 30 Years Regency Woods Des Moines, IA 14,880 1986 30 Years Registry (WRP) Denver, CO 248,875 1987 30 Years Reserve Square Combined Cleveland, OH 4,271,742 1973 30 Years Ridgegate (WRP) Seattle, WA 158,777 1990 30 Years Ridgemont/Mountain Brook Chattanooga, TN 248,558 1987/1988 30 Years Ridgetop (WRP) Tacoma, WA 164,208 1988 30 Years Ridgetree I & II Dallas, TX 1,175,476 1983 30 YearsS-7
ERP OPERATING LIMITED PARTNERSHIP Real Estate and Accumulated Depreciation December 31, 1997 Cost Capitalized Subsequent to Initial Cost to Acquisition Description Company (Improvements, net)(1) - --------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures - ---------------------------------------------------------------------------------------------------------------------------Ridgeway Commons Memphis, TN 0 568,400 5,115,501 0 0 Ridgewood Village San Diego, CA 0 5,760,000 14,019,345 0 0 Rincon Houston, TX 0 4,400,000 16,725,229 1,700 29,725 River Bend Tampa, FL 0 602,945 2,161,915 0 2,070,955 River Oak Louisville, KY 0 1,253,900 11,285,573 0 0 Riverside Park Tulsa, OK (E) 1,440,000 12,374,977 900 12,033 Rock Creek Corrboro, NC 0 895,100 8,056,360 600 77,277 Rosehill Pointe Lenexa, KS 0 2,073,400 18,660,475 19,600 1,281,269 Roswell Atlanta, GA 8,100,000 1,217,500 10,957,845 2,500 646,187 Royal Oak Eagan, MN 13,148,135 1,598,200 14,383,478 0 (0) Sabal Palm Pompano Beach, FL 0 3,536,000 20,167,175 2,000 219,699 Sabal Pointe (M) Coral Springs, FL 0 1,941,900 17,477,592 9,700 247,208 Saddle Creek Carrollton, TX 0 703,300 6,329,899 4,800 2,989,706 Saddle Ridge Loudoun County, VA 0 1,351,800 12,165,984 13,000 255,748 San Tropez (WRP) Phoenix, AZ 0 2,738,000 24,641,839 0 68,367 Sawgrass Cove Bradenton, FL 0 1,671,200 15,041,179 2,950 950,843 Scottsdale Courtyards Scottsdale, AZ (P) 2,979,269 25,007,146 0 0 Scottsdale Meadows Scottsdale, AZ 0 1,512,000 11,382,507 0 0 Sedona Ridge Ahwatukee, AZ 0 5,508,000 9,700,530 0 53,410 Settler's Pointe (WRP) Salt Lake City, UT 0 1,715,100 15,436,275 0 40,529 Seventh & James (WRP) Seattle, WA 0 663,800 5,974,099 0 32,273 Shadow Brook Phoenix, AZ (P) 3,065,496 18,328,501 0 0 Sheffield Court Arlington, VA 0 3,349,350 30,246,228 0 2,064,923 Shores at Andersen Springs Chandler, AZ (P) 2,743,816 22,732,844 0 0 Silver Creek Phoenix, AZ (P) 712,102 6,688,724 0 0 Silver Shadow Las Vegas, NV 0 952,100 8,568,921 1,340 302,146 Silver Springs (FL) Jacksonville, FL 0 1,828,700 16,458,192 0 23,594 Silver Springs Tulsa, OK 0 672,500 6,052,669 0 8,702 Silverwood Mission, KS 11,000,000 1,230,000 11,196,244 0 453,320 Skyline Gateway Tucson, AZ 0 1,128,400 10,155,997 0 49,230 Sleepy Hollow Kansas City, MO 12,500,000 2,193,547 13,689,443 0 1,561,709 Songbird San Antonio, TX 6,844,309 1,080,500 9,724,928 2,000 254,902 Sonnet Cove I Lexington, KY 0 183,407 2,422,860 0 1,813,961 Sonnet Cove II Lexington, KY 0 100,000 1,108,405 0 821,113 Sonoran (Evans) Phoenix, AZ (P) 2,361,922 31,760,934 0 0 South Creek Mesa, AZ 16,236,161 2,669,300 24,023,758 2,000 316,264 Southbank Mesa, AZ 0 319,600 2,876,874 10,900 344,878 Spice Run Naperville, IL 0 2,578,900 23,210,030 800 442,721 Spinnaker Cove Hermitage, TN 14,205,000 1,420,500 12,789,873 41,231 448,527 Springs Colony Orlando, FL 9,350,000 631,900 5,687,010 8,500 710,248 Springs of Country Woods Salt Lake City, UT 0 3,547,400 31,926,882 0 71,221 Sterling Point Denver, CO 0 935,500 8,419,865 0 30,474 Stonelake Club Ocala, FL 0 250,000 2,024,968 100 388,685 Stoney Creek Tacoma, WA 0 1,215,200 10,937,144 0 12,395 Summer Ridge Riverside, CA 0 600,500 5,404,571 1,900 65,362 Summerset Village Chatsworth, CA 0 2,628,500 23,656,668 2,200 125,536 Summit at Lake Union Seattle, WA 0 1,424,600 12,821,002 0 81,917 Summit Chase Coral Springs, FL 0 1,120,000 4,413,035 1,700 82,165 Sun Creek (Evans) Glendale, AZ (P) 896,929 7,044,103 0 0 Sunny Oak Village Overland Park, KS 0 2,222,600 20,003,050 22,350 1,228,997 Sunrise Springs Las Vegas, NV 0 972,600 8,753,491 2,700 249,026 Suntree Village (Evans) Oro Valley, AZ (P) 1,571,745 13,067,845 0 0
Gross Amount Carried at Close of Description Period 12/31/97 - ------------------------------------------------------------------------------------------------------------------ Building & Accumulated Apartment Name Location Land Fixtures(A) Total(B) Depreciation - ------------------------------------------------------------------------------------------------------------------Ridgeway Commons Memphis, TN 568,400 5,115,501 5,683,901 11,509 Ridgewood Village San Diego, CA 5,760,000 14,019,345 19,779,345 19,152 Rincon Houston, TX 4,401,700 16,754,954 21,156,654 486,390 River Bend Tampa, FL 602,945 4,232,870 4,835,815 3,002,362 River Oak Louisville, KY 1,253,900 11,285,573 12,539,473 24,275 Riverside Park Tulsa, OK 1,440,900 12,387,010 13,827,910 90,734 Rock Creek Corrboro, NC 895,700 8,133,637 9,029,337 320,980 Rosehill Pointe Lenexa, KS 2,093,000 19,941,744 22,034,744 1,238,431 Roswell Atlanta, GA 1,220,000 11,604,032 12,824,032 1,447,662 Royal Oak Eagan, MN 1,598,200 14,383,478 15,981,678 29,864 Sabal Palm Pompano Beach, FL 3,538,000 20,386,874 23,924,874 459,000 Sabal Pointe (M) Coral Springs, FL 1,951,600 17,724,799 19,676,399 1,185,004 Saddle Creek Carrollton, TX 708,100 9,319,605 10,027,705 1,925,906 Saddle Ridge Loudoun County, VA 1,364,800 12,421,732 13,786,532 972,500 San Tropez (WRP) Phoenix, AZ 2,738,000 24,710,205 27,448,205 512,245 Sawgrass Cove Bradenton, FL 1,674,150 15,992,022 17,666,172 2,143,633 Scottsdale Courtyards Scottsdale, AZ 2,979,269 25,007,146 27,986,415 21,828 Scottsdale Meadows Scottsdale, AZ 1,512,000 11,382,507 12,894,507 10,229 Sedona Ridge Ahwatukee, AZ 5,508,000 9,753,940 15,261,940 265,997 Settler's Pointe (WRP) Salt Lake City, UT 1,715,100 15,476,804 17,191,904 329,025 Seventh & James (WRP) Seattle, WA 663,800 6,006,372 6,670,172 125,673 Shadow Brook Phoenix, AZ 3,065,496 18,328,501 21,393,997 16,746 Sheffield Court Arlington, VA 3,349,350 32,311,151 35,660,501 3,231,742 Shores at Andersen Springs Chandler, AZ 2,743,816 22,732,844 25,476,660 20,075 Silver Creek Phoenix, AZ 712,102 6,688,724 7,400,826 6,190 Silver Shadow Las Vegas, NV 953,440 8,871,067 9,824,507 1,262,807 Silver Springs (FL) Jacksonville, FL 1,828,700 16,481,786 18,310,486 142,541 Silver Springs Tulsa, OK 672,500 6,061,371 6,733,871 137,860 Silverwood Mission, KS 1,230,000 11,649,564 12,879,564 1,452,746 Skyline Gateway Tucson, AZ 1,128,400 10,205,227 11,333,627 223,810 Sleepy Hollow Kansas City, MO 2,193,547 15,251,152 17,444,699 4,866,627 Songbird San Antonio, TX 1,082,500 9,979,830 11,062,330 485,613 Sonnet Cove I Lexington, KY 183,407 4,236,821 4,420,228 2,837,430 Sonnet Cove II Lexington, KY 100,000 1,929,518 2,029,518 1,333,319 Sonoran (Evans) Phoenix, AZ 2,361,922 31,760,934 34,122,856 27,005 South Creek Mesa, AZ 2,671,300 24,340,022 27,011,322 1,316,091 Southbank Mesa, AZ 330,500 3,221,752 3,552,252 499,946 Spice Run Naperville, IL 2,579,700 23,652,751 26,232,451 882,510 Spinnaker Cove Hermitage, TN 1,461,731 13,238,400 14,700,131 291,074 Springs Colony Orlando, FL 640,400 6,397,258 7,037,658 902,698 Springs of Country Woods Salt Lake City, UT 3,547,400 31,998,103 35,545,503 680,475 Sterling Point Denver, CO 935,500 8,450,339 9,385,839 178,681 Stonelake Club Ocala, FL 250,100 2,413,653 2,663,753 467,496 Stoney Creek Tacoma, WA 1,215,200 10,949,539 12,164,739 235,210 Summer Ridge Riverside, CA 602,400 5,469,933 6,072,333 297,826 Summerset Village Chatsworth, CA 2,630,700 23,782,203 26,412,903 1,080,473 Summit at Lake Union Seattle, WA 1,424,600 12,902,919 14,327,519 266,259 Summit Chase Coral Springs, FL 1,121,700 4,495,200 5,616,900 114,037 Sun Creek (Evans) Glendale, AZ 896,929 7,044,103 7,941,032 6,593 Sunny Oak Village Overland Park, KS 2,244,950 21,232,047 23,476,997 1,197,980 Sunrise Springs Las Vegas, NV 975,300 9,002,517 9,977,817 1,077,228 Suntree Village (Evans) Oro Valley, AZ 1,571,745 13,067,845 14,639,590 12,572
Life Used to Description Compute - ---------------------------------------------------------------------- Depreciation in Date of Latest Income Apartment Name Location Construction Statement(C) - ----------------------------------------------------------------------------------------Ridgeway Commons Memphis, TN 1970 30 Years Ridgewood Village San Diego, CA 1997 30 Years Rincon Houston, TX 1996 30 Years River Bend Tampa, FL 1971 30 Years River Oak Louisville, KY 1989 30 Years Riverside Park Tulsa, OK 1994 30 Years Rock Creek Corrboro, NC 1986 30 Years Rosehill Pointe Lenexa, KS 1984 30 Years Roswell Atlanta, GA 1985 30 Years Royal Oak Eagan, MN 1989 30 Years Sabal Palm Pompano Beach, FL 1989 30 Years Sabal Pointe (M) Coral Springs, FL 1995 30 Years Saddle Creek Carrollton, TX 1980 30 Years Saddle Ridge Loudoun County, VA 1989 30 Years San Tropez (WRP) Phoenix, AZ 1989 30 Years Sawgrass Cove Bradenton, FL 1991 30 Years Scottsdale Courtyards Scottsdale, AZ 1993 30 Years Scottsdale Meadows Scottsdale, AZ 1984 30 Years Sedona Ridge Ahwatukee, AZ 1988 30 Years Settler's Pointe (WRP) Salt Lake City, UT 1986 30 Years Seventh & James (WRP) Seattle, WA 1992 30 Years Shadow Brook Phoenix, AZ 1984 30 Years Sheffield Court Arlington, VA 1986 30 Years Shores at Andersen Springs Chandler, AZ 1989 30 Years Silver Creek Phoenix, AZ 1986 30 Years Silver Shadow Las Vegas, NV 1992 30 Years Silver Springs (FL) Jacksonville, FL 1985 30 Years Silver Springs Tulsa, OK 1984 30 Years Silverwood Mission, KS 1986 30 Years Skyline Gateway Tucson, AZ 1985 30 Years Sleepy Hollow Kansas City, MO 1987 30 Years Songbird San Antonio, TX 1981 30 Years Sonnet Cove I Lexington, KY 1972 30 Years Sonnet Cove II Lexington, KY 1974 30 Years Sonoran (Evans) Phoenix, AZ 1995 30 Years South Creek Mesa, AZ 1986-89 30 Years Southbank Mesa, AZ 1985 30 Years Spice Run Naperville, IL 1988 30 Years Spinnaker Cove Hermitage, TN 1986 30 Years Springs Colony Orlando, FL 1986 30 Years Springs of Country Woods Salt Lake City, UT 1982 30 Years Sterling Point Denver, CO 1979 30 Years Stonelake Club Ocala, FL 1986 30 Years Stoney Creek Tacoma, WA 1990 30 Years Summer Ridge Riverside, CA 1985 30 Years Summerset Village Chatsworth, CA 1985 30 Years Summit at Lake Union Seattle, WA 1995-1997 30 Years Summit Chase Coral Springs, FL 1985 30 Years Sun Creek (Evans) Glendale, AZ 1985 30 Years Sunny Oak Village Overland Park, KS 1984 30 Years Sunrise Springs Las Vegas, NV 1989 30 Years Suntree Village (Evans) Oro Valley, AZ 1986 30 YearsS-82002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Chartwell Court
Houston, TX
—
1,215,700.00
12,801,855.12
Chatelaine Park
Duluth, GA
—
1,818,000.00
24,489,671.38
Chatham Wood
High Point, NC
—
700,000.00
8,311,883.72
Chelsea Square
Redmond, WA
4,407,582.28
3,397,100.00
9,289,074.04
Cherry Creek I,II,&III (TN)
Hermitage, TN
—
2,942,345.09
45,726,837.84
Cherry Glen I
Indianapolis, IN
3,032,014.91
335,595.73
2,957,360.11
Cherry Hill
Seattle, WA
—
700,100.00
6,300,112.11
Cherry Tree
Rosedale, MD
—
352,002.83
3,101,016.51
Chestnut Glen
Abington, MA
6,143,479.16
1,178,964.91
7,881,139.12
Chestnut Hills
Puyallup, WA
—
756,300.00
6,806,634.86
Chickasaw Crossing
Orlando, FL
11,681,826.99
2,044,000.00
12,366,832.33
Chimneys
Charlotte, NC
—
907,100.00
8,154,673.96
Cierra Crest
Denver, CO
(R)
4,803,100.00
34,894,897.55
Cimarron Ridge
Aurora, CO
—
1,591,100.00
14,320,031.12
Claire Point
Jacksonville, FL
—
2,048,000.00
14,649,393.06
Clarion
Decatur, GA
—
1,504,300.00
13,537,919.35
Clarys Crossing
Columbia, MD
—
891,000.00
15,489,720.93
Classic, The
Stamford, CT
—
2,883,500.00
20,250,746.07
Clearlake Pines II
Cocoa, FL
852,751.45
119,279.73
1,050,834.38
Clearview I
Greenwood, IN
12,735.00
182,205.53
1,605,429.32
Clearview II
Greenwood, IN
—
226,963.05
1,999,791.79
Clearwater
Eastlake, OH
1,008,377.00
128,303.10
1,130,691.12
Cloisters on the Green
Lexington, KY
—
187,074.00
1,746,721.00
Club at Tanasbourne
Hillsboro, OR
(Q)
3,521,300.00
16,257,934.39
Club at the Green
Beaverton, OR
—
2,030,950.00
12,616,747.23
Coach Lantern
Scarborough, ME
—
452,900.00
4,405,723.00
Coachlight Village
Agawam, MA
(P)
501,725.60
3,353,932.93
Coachman Trails
Plymouth, MN
6,271,987.14
1,227,000.00
9,517,380.81
Cobblestone Village
Fresno, CA
6,000,000.00
315,000.00
5,061,625.24
Coconut Palm Club
Coconut Creek, GA
—
3,001,700.00
17,678,928.33
Colinas Pointe
Denver, CO
—
1,587,400.00
14,285,902.00
Collier Ridge
Atlanta, GA
—
5,100,000.00
20,425,822.03
Colonial Village
Plainville,CT
(P)
693,575.43
4,636,409.75
Colony Place
Fort Myers, FL
—
1,500,000.00
20,920,274.21
Colony Woods
Birmingham, AL
—
1,657,300.00
21,787,685.65
Concord Square (IN)
Kokomo, IN
—
123,246.64
1,085,962.20
Concord Square I (OH)
Mansfield, OH
—
164,124.19
1,446,312.98
Conway Court
Roslindale, MA
455,187.56
101,451.21
678,180.58
Conway Station
Orlando, FL
—
1,936,000.00
10,852,858.15
Copper Canyon
Highlands Ranch, CO
(O)
1,443,000.00
16,251,113.68
Copper Creek
Tempe, AZ
—
1,017,400.00
9,148,067.60
Copper Terrace
Orlando, FL
—
1,200,000.00
17,887,868.22
Copperfield
San Antonio, TX
—
791,200.00
7,121,171.12
Country Brook
Chandler, AZ
—
1,505,219.00
29,542,534.77
Country Club Place (FL)
Pembroke Pines, FL
—
912,000.00
10,016,543.20
Country Club Village
Mill Creek, WA
—
1,150,500.00
10,352,178.59
Country Club Woods
Mobile, AL (T)
4,067,771.32
230,090.89
5,561,463.88
Country Gables
Beaverton, OR
7,615,681.14
2,780,500.00
14,219,449.24
Country Oaks
Agoura Hills, CA
29,412,000.00
6,105,000.00
19,963,237.07
Country Place
Birmingham, AL (T)
1,746,386.20
75,562.14
1,817,198.29
Country Ridge
Farmington Hills, MI
(J)
1,621,950.00
14,596,964.22
Countryside I
Daytona Beach, FL
—
136,664.58
1,204,163.85
Countryside II
Daytona Beach, FL
—
234,633.36
2,067,375.58
Countryside III (REIT)
Daytona Beach, FL
403,280.89
80,000.00
719,868.20
Countryside Manor
Douglasville, GA
—
298,186.45
2,627,347.60
Cove at Fishers Landing
Vancouver, WA
—
2,277,000.00
15,656,886.78
Coventry at Cityview
Fort Worth, TX
—
2,160,000.00
23,072,847.21
Creekside (San Mateo)
San Mateo, CA
(R)
9,606,600.00
21,193,231.54
Creekside Homes at Legacy
Plano. TX
—
4,560,000.00
32,275,747.98
Creekside Village
Mountlake Terrace, WA
13,342,944.47
2,807,600.00
25,270,593.68
Creekwood
Charlotte, NC
—
1,861,700.00
16,740,568.56
Crescent at Cherry Creek
Denver, CO
(O)
2,594,000.00
15,149,469.76
Cross Creek
Matthews, NC
(R)
3,151,600.00
20,295,924.81
Crosswinds
St. Petersburg, FL
—
1,561,200.00
5,756,821.52
Crown Court
Scottsdale, AZ
(S)
3,156,600.00
28,414,599.11
Crystal Creek
Phoenix, AZ
—
953,500.00
8,581,704.26
Crystal Village
Attleboro, MA
—
1,369,000.00
4,989,028.15
Cypress
Panama City, FL
1,357,332.70
171,882.34
1,514,635.71
Cypress Point
Las Vegas, NV
—
959,690.00
8,636,550.62
Daniel Court
Cincinnati, OH
2,243,713.47
334,100.71
2,943,516.33
Dartmouth Place I
Kent, OH
—
151,770.96
1,337,421.54
Dartmouth Place II
Kent, OH
—
130,101.56
1,146,336.54
Dartmouth Woods
Lakewood, CO
(J)
1,609,800.00
10,832,754.24
Dean Estates
Taunton, MA
—
498,079.65
3,329,560.49
Dean Estates II
Cranston, RI
(P)
308,456.89
2,061,971.13
Deerbrook
Jacksonville, FL
—
1,008,000.00
8,845,716.24
Deerfield
Denver, CO
9,100,000.00
1,260,000.00
7,747,923.18
Deerwood (Corona)
Corona, CA
14,467,908.70
4,742,200.00
20,272,892.01
Deerwood (FL)
Eustis, FL
834,988.71
114,948.15
1,012,818.51
Deerwood (SD)
San Diego, CA
—
2,082,095.00
18,739,815.37
Deerwood Meadows
Greensboro, NC
—
986,743.00
7,204,361.73
Defoor Village
Atlanta, GA
—
2,966,400.00
10,570,210.33
Desert Homes
Phoenix, AZ
—
1,481,050.00
13,390,248.53
Dogwood Glen I
Indianapolis, IN
1,702,607.00
240,854.78
2,122,193.09
Dogwood Glen II
Indianapolis, IN
1,292,664.46
202,396.77
1,783,336.09
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures(A)
Chartwell Court
—
365,257.93
1,215,700.00
13,167,113.05
Chatelaine Park
—
543,813.32
1,818,000.00
25,033,484.70
Chatham Wood
—
331,436.73
700,000.00
8,643,320.45
Chelsea Square
—
240,754.26
3,397,100.00
9,529,828.30
Cherry Creek I,II,&III (TN)
—
856,139.74
2,942,345.09
46,582,977.58
Cherry Glen I
—
312,254.84
335,595.73
3,269,614.95
Cherry Hill
—
202,739.80
700,100.00
6,502,851.91
Cherry Tree
—
249,599.94
352,002.83
3,350,616.45
Chestnut Glen
—
153,497.58
1,178,964.91
8,034,636.70
Chestnut Hills
—
528,360.48
756,300.00
7,334,995.34
Chickasaw Crossing
—
370,516.91
2,044,000.00
12,737,349.24
Chimneys
—
676,694.70
907,100.00
8,831,368.66
Cierra Crest
—
858,329.00
4,803,100.00
35,753,226.55
Cimarron Ridge
—
1,530,836.66
1,591,100.00
15,850,867.78
Claire Point
—
657,266.38
2,048,000.00
15,306,659.44
Clarion
—
543,982.78
1,504,300.00
14,081,902.13
Clarys Crossing
—
506,790.63
891,000.00
15,996,511.56
Classic, The
—
1,553,692.75
2,883,500.00
21,804,438.82
Clearlake Pines II
—
120,192.55
119,279.73
1,171,026.93
Clearview I
—
165,738.29
182,205.53
1,771,167.61
Clearview II
—
135,531.04
226,963.05
2,135,322.83
Clearwater
—
99,706.39
128,303.10
1,230,397.51
Cloisters on the Green
—
2,898,501.66
187,074.00
4,645,222.66
Club at Tanasbourne
—
1,433,124.28
3,521,300.00
17,691,058.67
Club at the Green
—
906,849.15
2,030,950.00
13,523,596.38
Coach Lantern
—
343,864.61
452,900.00
4,749,587.61
Coachlight Village
—
58,361.76
501,725.60
3,412,294.69
Coachman Trails
—
597,088.00
1,227,000.00
10,114,468.81
Cobblestone Village
—
111,569.64
315,000.00
5,173,194.88
Coconut Palm Club
—
583,000.83
3,001,700.00
18,261,929.16
Colinas Pointe
—
648,527.29
1,587,400.00
14,934,429.29
Collier Ridge
—
1,629,241.36
5,100,000.00
22,055,063.39
Colonial Village
—
297,597.04
693,575.43
4,934,006.79
Colony Place
—
532,472.89
1,500,000.00
21,452,747.10
Colony Woods
—
570,796.68
1,657,300.00
22,358,482.33
Concord Square (IN)
—
115,666.70
123,246.64
1,201,628.90
Concord Square I (OH)
—
138,643.80
164,124.19
1,584,956.78
Conway Court
—
15,595.34
101,451.21
693,775.92
Conway Station
—
618,460.25
1,936,000.00
11,471,318.40
Copper Canyon
—
145,974.01
1,443,000.00
16,397,087.69
Copper Creek
—
613,795.69
1,017,400.00
9,761,863.29
Copper Terrace
—
958,721.37
1,200,000.00
18,846,589.59
Copperfield
—
968,136.84
791,200.00
8,089,307.96
Country Brook
—
952,454.47
1,505,219.00
30,494,989.24
Country Club Place (FL)
—
707,438.44
912,000.00
10,723,981.64
Country Club Village
—
741,846.88
1,150,500.00
11,094,025.47
Country Club Woods
—
480,110.94
230,090.89
6,041,574.82
Country Gables
—
2,206,840.46
2,780,500.00
16,426,289.70
Country Oaks
—
284,354.59
6,105,000.00
20,247,591.66
Country Place
—
233,860.97
75,562.14
2,051,059.26
Country Ridge
—
1,619,074.45
1,621,950.00
16,216,038.67
Countryside I
—
195,866.65
136,664.58
1,400,030.50
Countryside II
—
147,158.11
234,633.36
2,214,533.69
Countryside III (REIT)
—
36,087.44
80,000.00
755,955.64
Countryside Manor
—
235,077.02
298,186.45
2,862,424.62
Cove at Fishers Landing
—
25,587.53
2,277,000.00
15,682,474.31
Coventry at Cityview
—
607,844.59
2,160,000.00
23,680,691.80
Creekside (San Mateo)
—
468,753.02
9,606,600.00
21,661,984.56
Creekside Homes at Legacy
—
572,327.27
4,560,000.00
32,848,075.25
Creekside Village
—
2,066,788.62
2,807,600.00
27,337,382.30
Creekwood
—
1,304,524.51
1,861,700.00
18,045,093.07
Crescent at Cherry Creek
—
558,465.72
2,594,000.00
15,707,935.48
Cross Creek
—
718,922.40
3,151,600.00
21,014,847.21
Crosswinds
—
800,639.16
1,561,200.00
6,557,460.68
Crown Court
—
1,735,175.66
3,156,600.00
30,149,774.77
Crystal Creek
—
1,134,573.38
953,500.00
9,716,277.64
Crystal Village
—
684,838.53
1,369,000.00
5,673,866.68
Cypress
—
197,879.98
171,882.34
1,712,515.69
Cypress Point
—
1,292,516.42
959,690.00
9,929,067.04
Daniel Court
—
489,646.57
334,100.71
3,433,162.90
Dartmouth Place I
—
187,481.27
151,770.96
1,524,902.81
Dartmouth Place II
—
108,380.16
130,101.56
1,254,716.70
Dartmouth Woods
—
574,208.17
1,609,800.00
11,406,962.41
Dean Estates
—
66,025.85
498,079.65
3,395,586.34
Dean Estates II
—
147,356.77
308,456.89
2,209,327.90
Deerbrook
—
509,093.37
1,008,000.00
9,354,809.61
Deerfield
—
276,832.76
1,260,000.00
8,024,755.94
Deerwood (Corona)
—
1,075,335.83
4,742,200.00
21,348,227.84
Deerwood (FL)
—
94,284.49
114,948.15
1,107,103.00
Deerwood (SD)
—
3,938,068.08
2,082,095.00
22,677,883.45
Deerwood Meadows
—
1,051,154.17
986,743.00
8,255,515.90
Defoor Village
—
249,454.83
2,966,400.00
10,819,665.16
Desert Homes
—
1,707,951.74
1,481,050.00
15,098,200.27
Dogwood Glen I
—
180,610.91
240,854.78
2,302,804.00
Dogwood Glen II
—
137,891.25
202,396.77
1,921,227.34
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to Compute Depreciation in Latest Income Statement (C)
Apartment Name
Chartwell Court
14,382,813.05
(2,486,080.58
)
1995
30 Years
Chatelaine Park
26,851,484.70
(3,799,409.75
)
1995
30 Years
Chatham Wood
9,343,320.45
(1,433,287.25
)
1986
30 Years
Chelsea Square
12,926,928.30
(1,579,323.91
)
1991
30 Years
Cherry Creek I,II,&III (TN)
49,525,322.67
(6,316,753.77
)
1986/96
30 Years
Cherry Glen I
3,605,210.68
(444,481.67
)
1986/87
30 Years
Cherry Hill
7,202,951.91
(1,365,241.07
)
1991
30 Years
Cherry Tree
3,702,619.28
(415,345.85
)
1986
30 Years
Chestnut Glen
9,213,601.61
(644,166.24
)
1983
30 Years
Chestnut Hills
8,091,295.34
(1,629,220.77
)
1991
30 Years
Chickasaw Crossing
14,781,349.24
(2,094,974.50
)
1986
30 Years
Chimneys
9,738,468.66
(1,977,585.17
)
1974
30 Years
Cierra Crest
40,556,326.55
(6,554,393.14
)
1996
30 Years
Cimarron Ridge
17,441,967.78
(3,777,019.13
)
1984
30 Years
Claire Point
17,354,659.44
(2,501,002.68
)
1986
30 Years
Clarion
15,586,202.13
(2,714,770.16
)
1990
30 Years
Clarys Crossing
16,887,511.56
(2,496,957.35
)
1984
30 Years
Classic, The
24,687,938.82
(4,145,856.13
)
1990
30 Years
Clearlake Pines II
1,290,306.66
(153,224.83
)
1985
30 Years
Clearview I
1,953,373.14
(241,191.56
)
1986
30 Years
Clearview II
2,362,285.88
(275,261.04
)
1987
30 Years
Clearwater
1,358,700.61
(152,049.27
)
1986
30 Years
Cloisters on the Green
4,832,296.66
(3,703,596.26
)
1974
30 Years
Club at Tanasbourne
21,212,358.67
(4,092,301.48
)
1990
30 Years
Club at the Green
15,554,546.38
(3,126,844.83
)
1991
30 Years
Coach Lantern
5,202,487.61
(920,091.38
)
1971/1981
30 Years
Coachlight Village
3,914,020.29
(281,230.32
)
1967
30 Years
Coachman Trails
11,341,468.81
(1,756,886.12
)
1987
30 Years
Cobblestone Village
5,488,194.88
(374,459.16
)
1983
30 Years
Coconut Palm Club
21,263,629.16
(3,218,296.35
)
1992
30 Years
Colinas Pointe
16,521,829.29
(3,156,380.97
)
1986
30 Years
Collier Ridge
27,155,063.39
(3,189,901.24
)
1980
30 Years
Colonial Village
5,627,582.22
(397,529.48
)
1968
30 Years
Colony Place
22,952,747.10
(3,363,215.38
)
1991
30 Years
Colony Woods
24,015,782.33
(3,715,384.97
)
1991/1994
30 Years
Concord Square (IN)
1,324,875.54
(149,432.54
)
1983
30 Years
Concord Square I (OH)
1,749,080.97
(206,254.04
)
1981/83
30 Years
Conway Court
795,227.13
(61,772.84
)
1920
30 Years
Conway Station
13,407,318.40
(1,851,055.85
)
1987
30 Years
Copper Canyon
17,840,087.69
(2,237,642.12
)
1999
30 Years
Copper Creek
10,779,263.29
(2,114,446.23
)
1984
30 Years
Copper Terrace
20,046,589.59
(3,049,494.18
)
1989
30 Years
Copperfield
8,880,507.96
(2,048,754.72
)
1984
30 Years
Country Brook
32,000,208.24
(5,647,782.47
)
1986-1996
30 Years
Country Club Place (FL)
11,635,981.64
(1,775,778.57
)
1987
30 Years
Country Club Village
12,244,525.47
(2,378,269.95
)
1991
30 Years
Country Club Woods
6,271,665.71
(813,593.71
)
1975
30 Years
Country Gables
19,206,789.70
(3,656,981.98
)
1991
30 Years
Country Oaks
26,352,591.66
(1,186,577.30
)
1985
30 Years
Country Place
2,126,621.40
(275,461.71
)
1978
30 Years
Country Ridge
17,837,988.67
(4,055,997.49
)
1986
30 Years
Countryside I
1,536,695.08
(197,069.57
)
1982
30 Years
Countryside II
2,449,167.05
(286,145.81
)
1982
30 Years
Countryside III (REIT)
835,955.64
(58,560.24
)
1983
30 Years
Countryside Manor
3,160,611.07
(367,558.16
)
1985
30 Years
Cove at Fishers Landing
17,959,474.31
(270,855.49
)
1993
30 Years
Coventry at Cityview
25,840,691.80
(3,670,446.57
)
1996
30 Years
Creekside (San Mateo)
31,268,584.56
(3,505,807.44
)
1985
30 Years
Creekside Homes at Legacy
37,408,075.25
(4,952,089.92
)
1998
30 Years
Creekside Village
30,144,982.30
(8,470,270.81
)
1987
30 Years
Creekwood
19,906,793.07
(3,664,190.84
)
1987-1990
30 Years
Crescent at Cherry Creek
18,301,935.48
(2,990,039.98
)
1994
30 Years
Cross Creek
24,166,447.21
(3,680,108.69
)
1989
30 Years
Crosswinds
8,118,660.68
(1,649,184.76
)
1986
30 Years
Crown Court
33,306,374.77
(6,506,458.93
)
1987
30 Years
Crystal Creek
10,669,777.64
(3,048,044.12
)
1985
30 Years
Crystal Village
7,042,866.68
(1,163,484.64
)
1974
30 Years
Cypress
1,884,398.03
(225,356.64
)
1985
30 Years
Cypress Point
10,888,757.04
(3,294,031.19
)
1989
30 Years
Daniel Court
3,767,263.61
(482,121.21
)
1985
30 Years
Dartmouth Place I
1,676,673.77
(197,151.14
)
1982
30 Years
Dartmouth Place II
1,384,818.26
(157,006.88
)
1986
30 Years
Dartmouth Woods
13,016,762.41
(2,420,202.76
)
1990
30 Years
Dean Estates
3,893,665.99
(273,235.04
)
1984
30 Years
Dean Estates II
2,517,784.79
(184,293.65
)
1970
30 Years
Deerbrook
10,362,809.61
(1,575,900.78
)
1983
30 Years
Deerfield
9,284,755.94
(542,514.95
)
1983
30 Years
Deerwood (Corona)
26,090,427.84
(4,285,068.67
)
1992
30 Years
Deerwood (FL)
1,222,051.15
(152,179.03
)
1982
30 Years
Deerwood (SD)
24,759,978.45
(8,029,943.51
)
1990
30 Years
Deerwood Meadows
9,242,258.90
(3,170,391.22
)
1986
30 Years
Defoor Village
13,786,065.16
(1,803,784.67
)
1997
30 Years
Desert Homes
16,579,250.27
(4,149,985.52
)
1982
30 Years
Dogwood Glen I
2,543,658.78
(298,999.69
)
1986
30 Years
Dogwood Glen II
2,123,624.11
(257,294.89
)
1987
30 Years
S - 3
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31,
1997
Cost Capitialized Subsequent Gross Amount Carried Initial Cost Acquisition at Close of Description to Company (Improvements, net)(1) Period 12/31/97 - ------------------------------------------------------------------------------------------------------------------------------------ Building & Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures Land Fixtures(A) - ------------------------------------------------------------------------------------------------------------------------------------Superstition Vista/Heritage Point Mesa, AZ 0 2,307,357 28,479,012 0 0 2,307,357 28,479,012 Surprise Lake Village Tacoma, WA 0 1,830,200 16,471,470 0 85,303 1,830,200 16,556,773 Sutton Place Dallas, TX 0 1,316,500 11,848,717 41,900 2,512,250 1,358,400 14,360,967 Sycamore Creek Scottsdale, AZ (E) 3,150,000 19,068,201 900 13,124 3,150,900 19,081,325 Tamarind at Stoneridge Columbia, SC 0 1,053,800 9,490,859 0 (0) 1,053,800 9,490,859 Tamarlane Portland, ME 0 690,000 5,143,970 900 26,507 690,900 5,170,477 Tanasbourne Terrace Hillsboro, OR 0 1,873,000 16,857,220 3,700 844,799 1,876,700 17,702,019 Tanglewood (OR) Portland, OR 0 760,000 6,839,589 3,000 1,073,753 763,000 7,913,342 Tanglewood (VA) Manassas, VA 24,855,587 2,103,400 19,559,772 4,895 1,698,051 2,108,295 21,257,823 Terraces at Peachtree Atlanta, GA 0 582,800 5,245,560 700 399,025 583,500 5,644,585 The Arboretum Tucson, AZ (Q) 3,453,446 18,978,563 0 0 3,453,446 18,978,563 The Enclave Tempe, AZ (Q) 1,500,192 19,262,528 0 0 1,500,192 19,262,528 The Heritage Phoenix, AZ (P) 1,211,205 13,104,261 0 0 1,211,205 13,104,261 The Ingleside Phoenix, AZ 0 1,203,600 10,662,988 0 0 1,203,600 10,662,988 The Legends Tucson, AZ 0 2,729,788 17,866,476 0 0 2,729,788 17,866,476 The Meadows Mesa, AZ 0 650,000 15,408,042 0 0 650,000 15,408,042 The Palms Phoenix, AZ (P) 3,285,226 11,242,231 0 0 3,285,226 11,242,231 Place, The Fort Myers, FL 0 722,900 6,506,350 3,340 463,261 726,240 6,969,611 Seasons, The Boise, ID 0 604,400 5,439,624 3,600 296,957 608,000 5,736,581 The Trails at Dominion Houston, TX 25,859,751 2,259,000 35,693,699 2,800 299,173 2,531,800 35,992,872 The Willows Knoxville, TN 8,068,889 1,100,000 9,906,909 500 56,479 1,100,500 9,963,388 Tivoli Lakes Club Deerfield Beach, FL 0 1,804,200 16,237,641 0 17,450 1,804,200 16,255,091 Town Centre III Laurel, MD 6,042,201 982,300 9,301,830 0 1,337,232 982,300 10,639,062 Town Centre IV Laurel, MD 9,595,674 1,564,200 14,787,362 4,700 44,169 1,568,900 14,831,531 Towne Centre Kingwood, TX 0 1,290,000 11,517,230 1,300 65,714 1,291,300 11,582,944 Towne Square Chandler, AZ 0 1,924,710 36,366,334 0 0 1,924,710 36,366,334 Trails (CO), The Aurora, CO 0 1,217,800 8,525,346 100 1,316,571 1,217,900 9,841,917 Trails (NV), The Las Vegas, NV 0 3,076,200 27,685,764 3,000 846,263 3,079,200 28,532,027 Trails (TX), The Arlington, TX 0 616,700 5,550,590 21,300 606,375 638,000 6,156,965 Trail's End (WRP) San Antonio, TX 0 951,300 8,561,640 0 32,719 951,300 8,594,359 Trailway Pond I Burnsville, MN 4,913,909 476,800 4,291,344 0 (0) 476,800 4,291,344 Trailway Pond II Burnsville, MN 11,365,354 1,104,700 9,942,611 0 0 1,104,700 9,942,611 Trinity Lakes Cordova, TN (E) 1,980,000 14,937,161 1,200 25,292 1,981,200 14,962,453 University Park Toledo, OH 0 70,000 834,378 0 1,437,570 70,000 2,271,948 Valley Creek I Woodbury, MN 12,827,815 1,622,600 14,603,730 0 0 1,622,600 14,603,730 Valley Creek II Woodbury, MN 10,110,100 1,229,500 11,065,355 0 0 1,229,500 11,065,355 Via Ventura Phoenix, AZ 0 1,476,500 13,288,894 9,600 4,442,615 1,486,100 17,711,509 Villa Encanto Phoenix, AZ 0 2,884,447 22,092,558 0 0 2,884,447 22,092,558 Villa Madeira Phoenix, AZ 0 1,580,000 14,219,907 2,100 604,467 1,582,100 14,824,374 Villa Manana Phoenix, AZ 0 951,400 8,562,443 3,900 594,025 955,300 9,156,468 Villa Serenas Tucson, AZ 9,274,638 2,424,900 14,418,493 0 0 2,424,900 14,418,493 Villa Solana Laguna Hills, CA 0 1,663,500 14,971,366 1,600 894,305 1,665,100 15,865,671 Village at Lakewood Phoenix, AZ (Q) 3,166,411 13,811,768 0 0 3,166,411 13,811,768 Village at Seeley Lake Tacoma, WA 0 2,760,400 24,843,439 0 42,914 2,760,400 24,886,353 Village at Tanque Verde Tucson, AZ (Q) 1,434,838 7,126,993 0 0 1,434,838 7,126,993 Village Oaks Austin, TX 5,348,183 1,184,400 10,659,432 1,600 333,504 1,186,000 10,992,936 Village of Hampshire Toledo, OH 0 151,912 1,320,453 0 7,039,152 151,912 8,359,605 Village of Newport Federal Way, WA 0 414,900 3,733,899 1,400 273,557 416,300 4,007,456 Village of Sycamore Ridge Memphis, TN 0 621,300 5,591,828 200 14,910 621,500 5,606,738 Villas of Oak Creste San Antonio, TX 0 905,800 8,151,738 0 41,733 905,800 8,193,471 Vinings at Ashley Boynton Lake Beach, FL 24,150,000 3,519,900 23,340,219 0 0 3,519,900 23,340,219 Vista Del Lago Mission Viejo, CA 32,003,439 4,524,400 41,357,681 1,400 1,146,126 4,525,800 42,503,807
Life Used to Description Compute - ---------------------------------------------------------------------------------------------------- Depreciation in Accumulated Date of Legal Income Apartment Name Location Total(B) Depreciation Construction Statement (c) - ------------------------------------------------------------------------------------------------------------------------Superstition Vista/Heritage Point Mesa, AZ 30,786,369 24,680 1987 30 Years Surprise Lake Village Tacoma, WA 18,386,973 356,880 1986 30 Years Sutton Place Dallas, TX 15,719,367 2,281,510 1985 30 Years Sycamore Creek Scottsdale, AZ 22,232,225 136,570 1984 30 Years Tamarind at Stoneridge Columbia, SC 10,544,659 82,084 1985 30 Years Tamarlane Portland, ME 5,861,377 101,568 1986 30 Years Tanasbourne Terrace Hillsboro, OR 19,578,719 2,219,894 1986-89 30 Years Tanglewood (OR) Portland, OR 8,676,342 1,111,520 1976 30 Years Tanglewood (VA) Manassas, VA 23,366,118 2,379,284 1987 30 Years Terraces at Peachtree Atlanta, GA 6,228,085 467,119 1987 30 Years The Arboretum Tucson, AZ 22,432,009 18,632 1987 30 Years The Enclave Tempe, AZ 20,762,720 16,197 1994 30 Years The Heritage Phoenix, AZ 14,315,466 11,428 1995 30 Years The Ingleside Phoenix, AZ 11,866,588 9,271 1995 30 Years The Legends Tucson, AZ 20,596,264 16,518 1995 30 Years The Meadows Mesa, AZ 16,058,042 13,136 1984 30 Years The Palms Phoenix, AZ 14,527,457 11,289 1990 30 Years Place, The Fort Myers, FL 7,695,851 923,559 1986 30 Years Seasons, The Boise, ID 6,344,581 745,408 1990 30 Years The Trails at Dominion Houston, TX 38,524,672 1,127,962 1992 30 Years The Willows Knoxville, TN 11,063,888 235,907 1987-1988 30 Years Tivoli Lakes Club Deerfield Beach, 30 Years FL 18,059,291 134,957 1991 30 Years Town Centre III Laurel, MD 11,621,362 1,268,507 1969 30 Years Town Centre IV Laurel, MD 16,400,431 1,554,184 1968 30 Years Towne Centre Kingwood, TX 12,874,244 408,693 1994 30 Years Towne Square Chandler, AZ 38,291,044 30,725 1987-1996 30 Years Trails (CO), The Aurora, CO 11,059,817 1,759,465 1986 30 Years Trails (NV), The Las Vegas,, NV 31,611,227 3,302,624 1988 30 Years Trails (TX), The Arlington, TX 6,794,965 888,529 1984 30 Years Trail's End (WRP) San Antonio, TX 9,545,659 197,375 1983 30 Years Trailway Pond I Burnsville, MN 4,768,144 8,964 1988 30 Years Trailway Pond II Burnsville, MN 11,047,311 20,688 1988 30 Years Trinity Lakes Cordova, TN 16,943,653 108,814 1985 30 Years University Park Toledo, OH 2,341,948 1,297,134 1965 30 Years Valley Creek I Woodbury, MN 16,226,330 30,187 1989 30 Years Valley Creek II Woodbury, MN 12,294,855 22,949 1990 30 Years Via Ventura Phoenix, AZ 19,197,609 2,185,107 1980 30 Years Villa Encanto Phoenix, AZ 24,977,005 20,046 1983 30 Years Villa Madeira Phoenix, AZ 16,406,474 1,921,248 1971 30 Years Villa Manana Phoenix, AZ 10,111,768 1,250,094 1971-85 30 Years Villa Serenas Tucson, AZ 16,843,393 65,839 1973 30 Years Villa Solana Laguna Hills, CA 17,530,771 2,196,894 1984 30 Years Village at Lakewood Phoenix, AZ 16,978,179 13,546 1988 30 Years Village at Seeley Lake Tacoma, WA 27,646,753 534,825 1990 30 Years Village at Tanque Verde Tucson, AZ 8,561,831 7,225 1984-1994 30 Years Village Oaks Austin, TX 12,178,936 433,603 1984 30 Years Village of Hampshire Toledo, OH 8,511,517 2,903,527 1950 30 Years Village of Newport Federal Way, WA 4,423,756 504,348 1987 30 Years Village of Sycamore Ridge Memphis, TN 6,228,238 47,175 1977 30 Years Villas of Oak Creste San Antonio, TX 9,099,271 187,591 1979 30 Years Vinings at Ashley Lake Boynton Beach, FL 26,860,119 32,655 1990 30 Years Vista Del Lago Mission Viejo, 30 Years CA 47,029,607 5,926,549 1986-88 30 Years2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Dos Caminos
Scottsdale, AZ
—
1,727,900.00
15,567,778.26
Dover Place I
Eastlake, OH
—
244,293.77
2,152,494.39
Dover Place II
Eastlake, OH
1,563,616.65
230,895.36
2,034,241.71
Dover Place III
Eastlake, OH
740,843.45
119,835.15
1,055,878.24
Dover Place IV
Eastlake, OH
1,799,191.13
261,911.97
2,307,729.91
Driftwood
Atlantic Beach, FL
346,205.63
126,357.35
1,113,430.46
Duraleigh Woods
Raleigh, NC
—
1,629,000.00
19,917,749.59
Eagle Canyon
Chino Hills, CA
—
1,808,900.00
16,274,360.96
East Pointe
Charlotte, NC
8,765,736.97
1,365,900.00
12,295,246.21
Eastbridge
Dallas, TX
8,994,824.56
3,520,000.00
11,860,381.87
Edgewater
Bakersfield, CA
11,988,000.00
580,000.00
10,443,373.58
Edgewood
Woodinville, WA
5,188,906.51
1,070,100.00
9,632,980.07
Elmtree Park I
Indianapolis, IN
1,421,256.96
157,687.17
1,389,620.78
Elmtree Park II
Indianapolis, IN
893,556.02
114,114.14
1,005,454.90
Elmwood (GA)
Marietta, GA
—
183,756.45
1,619,094.62
Elmwood I (FL)
W. Palm Beach, FL
316,201.53
163,388.66
1,439,632.14
Elmwood II (FL)
W. Palm Beach, FL
1,279,156.92
179,743.41
1,582,960.29
Emerald Bay
Winter Park, FL
—
2,161,600.00
13,550,753.15
Emerald Place
Bermuda Dunes, CA
—
956,500.00
8,609,599.40
Emerson Place
Boston, MA (G)
—
14,855,000.00
57,751,194.60
Enclave, The
Tempe, AZ
(O)
1,500,192.00
19,281,398.59
Enclave at Winston Park
Coconut Creek, FL
—
5,560,000.00
19,939,323.93
English Hills
Charlotte, NC
—
1,260,000.00
12,554,291.22
Esprit Del Sol
Solana Beach, CA
—
5,111,200.00
11,910,438.14
Essex Place
Overland Park, KS
—
1,835,400.00
16,513,585.66
Essex Place (FL)
Tampa, FL
—
1,188,000.00
7,106,384.37
Ethans Glen III
Kansas City, MO
2,364,258.00
246,500.00
2,223,049.34
Ethans Ridge I
Kansas City, MO
16,216,607.00
1,948,300.00
17,573,969.73
Ethans Ridge II
Kansas City, MO
10,981,324.00
1,468,134.66
13,183,141.26
Fairfield
Stamford, CT (G)
—
6,510,200.00
39,690,120.06
Fairland Gardens
Silver Spring, MD
—
6,000,000.00
19,972,183.10
Farnham Park
Houston, TX
10,980,254.71
1,512,600.00
14,233,759.62
Feather River
Stockton, CA
4,867,000.00
770,000.00
4,210,036.16
Fernbrook Townhomes
Plymouth, MN
5,070,332.67
580,100.00
6,683,692.61
Fireside Park
Rockville, MD
8,280,834.73
4,248,000.00
10,136,319.94
Forest Glen
Pensacola, FL
—
161,548.49
1,423,618.28
Forest Place
Tampa, FL
10,481,033.95
1,708,000.00
8,612,028.53
Forest Ridge I & II
Arlington, TX
(S)
2,362,700.00
21,263,294.52
Forest Village
Macon, GA
—
224,021.80
1,973,876.21
Forsythia Court (KY)
Louisville, KY
1,839,951.39
279,450.32
2,462,186.82
Forsythia Court (MD)
Abingdon, MD
2,009,563.46
251,955.21
2,220,099.99
Forsythia Court II (MD)
Abingdon, MD
—
239,833.55
2,113,338.95
Fountain Place I
Eden Prairie, MN
24,653,106.00
2,405,068.29
21,694,116.90
Fountain Place II
Eden Prairie, MN
12,600,000.00
1,231,349.55
11,095,333.38
Fountainhead I
San Antonio, TX
(M)
1,205,816.00
5,200,240.60
Fountainhead II
San Antonio, TX
(M)
1,205,817.00
4,529,801.24
Fountainhead III
San Antonio, TX
(M)
1,205,816.00
4,399,092.50
Fountains at Flamingo
Las Vegas, NV
(S)
3,183,100.00
28,650,075.52
Four Lakes
Lisle, IL
—
1,868,347.54
10,265,690.03
Four Lakes 5
Lisle, IL
(M)
600,000.00
19,186,686.01
Four Lakes Athletic Club
Lisle, IL
—
50,000.00
153,488.68
Four Lakes Condo, LLC Phase I
Lisle, IL
—
51,740.35
268,225.15
Four Lakes Condo, LLC Phase II
Lisle, IL
—
249,541.93
1,281,305.23
Four Lakes Leasing Center
Lisle, IL
—
50,000.00
152,815.00
Four Winds
Fall River, MA
(P)
1,370,842.90
9,163,804.20
Fox Hill Apartments
Enfield, CT
(P)
1,129,018.28
7,547,256.07
Fox Hill Commons
Vernon, CT
(P)
478,502.81
3,198,693.32
Fox Ridge
Englewood, CO
20,300,000.00
2,490,000.00
17,509,781.22
Fox Run (WA)
Federal Way, WA
—
639,700.00
5,765,017.82
Foxcroft
Scarborough, ME
—
523,400.00
4,527,408.97
Foxhaven
Canton, OH
—
256,820.91
2,263,172.10
Foxton (MI)
Monroe, MI
—
156,362.50
1,377,823.99
Foxton II (OH)
Dayton, OH
—
165,805.54
1,460,832.47
Garden Court
Detriot, MI
2,033,915.49
351,531.69
3,096,890.33
Garden Lake
Riverdale, GA
—
1,466,900.00
13,186,716.06
Garden Terrace I
Tampa, FL
—
93,143.89
820,699.22
Garden Terrace II
Tampa, FL
—
97,119.68
855,730.21
Gatehouse at Pine Lake
Pembroke Pines, FL
—
1,896,600.00
17,070,794.56
Gatehouse on the Green
Plantation, FL
—
2,228,200.00
20,056,270.22
Gates at Carlson Center
Minnetonka, MN
(N)
4,355,200.00
23,802,816.77
Gates of Redmond
Redmond, WA
—
2,306,100.00
12,080,659.89
Gateway Villas
Scottsdale, AZ
—
1,431,048.00
14,926,832.51
Geary Court Yard
San Francisco, CA
17,693,865.00
1,722,400.00
15,471,429.16
Georgian Woods Combined (REIT)
Wheaton, MD
17,972,883.98
5,038,400.00
28,837,368.82
Glastonbury Center
Glastonbury, CT
4,113,942.05
852,606.10
5,699,497.28
Glen Arm Manor
Albany, GA
1,107,901.64
166,498.48
1,466,883.08
Glen Eagle
Greenville, SC
—
835,900.00
7,523,243.58
Glen Grove
Wellesley, MA
4,911,800.50
1,344,601.04
8,988,382.70
Glen Meadow
Franklin, MA
2,290,276.57
2,339,330.34
15,637,944.47
GlenGarry Club
Bloomingdale, IL
(N)
3,129,700.00
15,807,888.64
Glenlake
Glendale Heights. IL
14,845,000.00
5,041,700.00
16,671,969.86
Glenwood Village
Macon, GA
1,047,357.00
167,778.79
1,478,613.98
Gosnold Grove
East Falmouth, MA
654,298.49
124,295.62
830,890.76
Governors Pointe
Roswell, GA
—
3,746,600.00
24,511,111.56
Gramercy Park
Houston, TX
14,000,000.00
3,957,000.00
22,075,242.53
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures(A)
Dos Caminos
—
1,145,569.69
1,727,900.00
16,713,347.95
Dover Place I
—
203,981.26
244,293.77
2,356,475.65
Dover Place II
—
119,642.42
230,895.36
2,153,884.13
Dover Place III
—
43,074.27
119,835.15
1,098,952.51
Dover Place IV
—
90,444.97
261,911.97
2,398,174.88
Driftwood
—
164,090.16
126,357.35
1,277,520.62
Duraleigh Woods
—
1,565,657.65
1,629,000.00
21,483,407.24
Eagle Canyon
—
774,690.24
1,808,900.00
17,049,051.20
East Pointe
—
1,605,146.06
1,365,900.00
13,900,392.27
Eastbridge
—
200,610.06
3,520,000.00
12,060,991.93
Edgewater
—
380,647.92
580,000.00
10,824,021.50
Edgewood
—
919,087.28
1,070,100.00
10,552,067.35
Elmtree Park I
—
183,155.65
157,687.17
1,572,776.43
Elmtree Park II
—
148,741.79
114,114.14
1,154,196.69
Elmwood (GA)
—
110,628.64
183,756.45
1,729,723.26
Elmwood I (FL)
—
70,658.35
163,388.66
1,510,290.49
Elmwood II (FL)
—
100,094.89
179,743.41
1,683,055.18
Emerald Bay
—
1,558,841.30
2,161,600.00
15,109,594.45
Emerald Place
—
1,039,185.64
956,500.00
9,648,785.04
Emerson Place
—
8,323,911.48
14,855,000.00
66,075,106.08
Enclave, The
—
323,982.34
1,500,192.00
19,605,380.93
Enclave at Winston Park
—
—
5,560,000.00
19,939,323.93
English Hills
—
579,637.83
1,260,000.00
13,133,929.05
Esprit Del Sol
—
534,931.32
5,111,200.00
12,445,369.46
Essex Place
—
3,399,109.21
1,835,400.00
19,912,694.87
Essex Place (FL)
—
459,242.31
1,188,000.00
7,565,626.68
Ethans Glen III
—
175,813.08
246,500.00
2,398,862.42
Ethans Ridge I
—
3,557,481.74
1,948,300.00
21,131,451.47
Ethans Ridge II
—
912,070.17
1,468,134.66
14,095,211.43
Fairfield
—
503,902.86
6,510,200.00
40,194,022.92
Fairland Gardens
—
1,364,359.65
6,000,000.00
21,336,542.75
Farnham Park
—
441,361.67
1,512,600.00
14,675,121.29
Feather River
—
364,699.10
770,000.00
4,574,735.26
Fernbrook Townhomes
—
187,986.39
580,100.00
6,871,679.00
Fireside Park
—
632,203.80
4,248,000.00
10,768,523.74
Forest Glen
—
210,267.87
161,548.49
1,633,886.15
Forest Place
—
497,819.73
1,708,000.00
9,109,848.26
Forest Ridge I & II
—
2,223,490.22
2,362,700.00
23,486,784.74
Forest Village
—
165,848.39
224,021.80
2,139,724.60
Forsythia Court (KY)
—
233,850.25
279,450.32
2,696,037.07
Forsythia Court (MD)
—
291,809.96
251,955.21
2,511,909.95
Forsythia Court II (MD)
—
227,892.81
239,833.55
2,341,231.76
Fountain Place I
—
907,504.24
2,405,068.29
22,601,621.14
Fountain Place II
—
338,851.89
1,231,349.55
11,434,185.27
Fountainhead I
—
368,227.53
1,205,816.00
5,568,468.13
Fountainhead II
—
1,001,985.06
1,205,817.00
5,531,786.30
Fountainhead III
—
1,002,629.09
1,205,816.00
5,401,721.59
Fountains at Flamingo
—
1,824,237.60
3,183,100.00
30,474,313.12
Four Lakes
—
10,666,254.35
1,868,347.54
20,931,944.38
Four Lakes 5
—
1,655,021.62
600,000.00
20,841,707.63
Four Lakes Athletic Club
—
5,700.00
50,000.00
159,188.68
Four Lakes Condo, LLC Phase I
—
652,924.63
51,740.35
921,149.78
Four Lakes Condo, LLC Phase II
—
2,513,601.64
249,541.93
3,794,906.87
Four Lakes Leasing Center
—
39,396.76
50,000.00
192,211.76
Four Winds
—
268,824.80
1,370,842.90
9,432,629.00
Fox Hill Apartments
—
223,178.51
1,129,018.28
7,770,434.58
Fox Hill Commons
—
79,667.55
478,502.81
3,278,360.87
Fox Ridge
—
445,930.47
2,490,000.00
17,955,711.69
Fox Run (WA)
—
730,270.57
639,700.00
6,495,288.39
Foxcroft
—
342,311.91
523,400.00
4,869,720.88
Foxhaven
—
278,295.52
256,820.91
2,541,467.62
Foxton (MI)
—
93,287.56
156,362.50
1,471,111.55
Foxton II (OH)
—
99,827.54
165,805.54
1,560,660.01
Garden Court
—
151,221.07
351,531.69
3,248,111.40
Garden Lake
—
633,784.56
1,466,900.00
13,820,500.62
Garden Terrace I
—
147,443.55
93,143.89
968,142.77
Garden Terrace II
—
117,485.22
97,119.68
973,215.43
Gatehouse at Pine Lake
—
989,921.49
1,896,600.00
18,060,716.05
Gatehouse on the Green
—
1,219,366.84
2,228,200.00
21,275,637.06
Gates at Carlson Center
—
4,054,189.21
4,355,200.00
27,857,005.98
Gates of Redmond
—
545,299.38
2,306,100.00
12,625,959.27
Gateway Villas
—
308,679.96
1,431,048.00
15,235,512.47
Geary Court Yard
—
678,208.44
1,722,400.00
16,149,637.60
Georgian Woods Combined (REIT)
—
3,365,054.74
5,038,400.00
32,202,423.56
Glastonbury Center
—
300,462.68
852,606.10
5,999,959.96
Glen Arm Manor
—
117,763.83
166,498.48
1,584,646.91
Glen Eagle
—
346,695.37
835,900.00
7,869,938.95
Glen Grove
—
109,805.06
1,344,601.04
9,098,187.76
Glen Meadow
—
989,287.27
2,339,330.34
16,627,231.74
GlenGarry Club
—
1,146,353.73
3,129,700.00
16,954,242.37
Glenlake
—
3,497,374.99
5,041,700.00
20,169,344.85
Glenwood Village
—
187,265.77
167,778.79
1,665,879.75
Gosnold Grove
—
76,549.62
124,295.62
907,440.38
Governors Pointe
—
1,832,964.33
3,746,600.00
26,344,075.89
Gramercy Park
—
116,629.33
3,957,000.00
22,191,871.86
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Dos Caminos
18,441,247.95
(3,691,412.04
)
1983
30 Years
Dover Place I
2,600,769.42
(291,524.80
)
1982
30 Years
Dover Place II
2,384,779.49
(255,063.07
)
1983
30 Years
Dover Place III
1,218,787.66
(127,360.75
)
1983
30 Years
Dover Place IV
2,660,086.85
(282,117.56
)
1986
30 Years
Driftwood
1,403,877.97
(179,059.61
)
1985
30 Years
Duraleigh Woods
23,112,407.24
(3,572,396.47
)
1987
30 Years
Eagle Canyon
18,857,951.20
(4,007,223.68
)
1985
30 Years
East Pointe
15,266,292.27
(4,920,207.15
)
1987
30 Years
Eastbridge
15,580,991.93
(565,361.10
)
1998
30 Years
Edgewater
11,404,021.50
(738,742.19
)
1984
30 Years
Edgewood
11,622,167.35
(3,313,304.50
)
1986
30 Years
Elmtree Park I
1,730,463.60
(218,821.03
)
1986
30 Years
Elmtree Park II
1,268,310.83
(160,383.16
)
1987
30 Years
Elmwood (GA)
1,913,479.71
(217,070.81
)
1984
30 Years
Elmwood I (FL)
1,673,679.15
(187,659.61
)
1984
30 Years
Elmwood II (FL)
1,862,798.59
(208,170.31
)
1984
30 Years
Emerald Bay
17,271,194.45
(3,309,417.24
)
1972
30 Years
Emerald Place
10,605,285.04
(3,308,605.62
)
1988
30 Years
Emerson Place
80,930,106.08
(11,341,605.96
)
1962
30 Years
Enclave, The
21,105,572.93
(3,551,485.39
)
1994
30 Years
Enclave at Winston Park
25,499,323.93
(468,776.53
)
1995
30 Years
English Hills
14,393,929.05
(2,177,081.00
)
1984
30 Years
Esprit Del Sol
17,556,569.46
(2,057,502.27
)
1986
30 Years
Essex Place
21,748,094.87
(6,788,303.30
)
1970-84
30 Years
Essex Place (FL)
8,753,626.68
(1,266,168.00
)
1989
30 Years
Ethans Glen III
2,645,362.42
(501,874.53
)
1990
30 Years
Ethans Ridge I
23,079,751.47
(3,990,335.46
)
1988
30 Years
Ethans Ridge II
15,563,346.09
(2,736,624.22
)
1990
30 Years
Fairfield
46,704,222.92
(6,694,497.22
)
1996
30 Years
Fairland Gardens
27,336,542.75
(3,156,362.95
)
1981
30 Years
Farnham Park
16,187,721.29
(2,662,655.52
)
1996
30 Years
Feather River
5,344,735.26
(313,061.10
)
1981
30 Years
Fernbrook Townhomes
7,451,779.00
(1,104,215.47
)
1993
30 Years
Fireside Park
15,016,523.74
(1,670,828.53
)
1961
30 Years
Forest Glen
1,795,434.64
(230,317.96
)
1986
30 Years
Forest Place
10,817,848.26
(1,619,652.78
)
1985
30 Years
Forest Ridge I & II
25,849,484.74
(6,520,120.60
)
1984/85
30 Years
Forest Village
2,363,746.40
(271,297.38
)
1983
30 Years
Forsythia Court (KY)
2,975,487.39
(339,893.91
)
1985
30 Years
Forsythia Court (MD)
2,763,865.16
(316,635.77
)
1986
30 Years
Forsythia Court II (MD)
2,581,065.31
(297,546.65
)
1987
30 Years
Fountain Place I
25,006,689.43
(4,345,632.84
)
1989
30 Years
Fountain Place II
12,665,534.82
(2,154,105.29
)
1989
30 Years
Fountainhead I
6,774,284.13
(3,253,564.89
)
1985/1987
30 Years
Fountainhead II
6,737,603.30
(3,048,615.89
)
1985/1987
30 Years
Fountainhead III
6,607,537.59
(2,758,351.47
)
1985/1987
30 Years
Fountains at Flamingo
33,657,413.12
(9,127,875.02
)
1989-91
30 Years
Four Lakes
22,800,291.92
(14,111,454.37
)
1968/1988
30 Years
Four Lakes 5
21,441,707.63
(10,487,447.42
)
1968/1988
30 Years
Four Lakes Athletic Club
209,188.68
(16,667.04
)
N/A
30 Years
Four Lakes Condo, LLC Phase I
972,890.13
—
1968/1988
30 Years
Four Lakes Condo, LLC Phase II
4,044,448.80
(1,472,724.80
)
1968/1988
30 Years
Four Lakes Leasing Center
242,211.76
(34,065.55
)
N/A
30 Years
Four Winds
10,803,471.90
(761,042.53
)
1987
30 Years
Fox Hill Apartments
8,899,452.86
(641,975.45
)
1974
30 Years
Fox Hill Commons
3,756,863.68
(271,378.41
)
1965
30 Years
Fox Ridge
20,445,711.69
(1,132,978.16
)
1984
30 Years
Fox Run (WA)
7,134,988.39
(2,234,238.32
)
1988
30 Years
Foxcroft
5,393,120.88
(957,438.16
)
1977/1979
30 Years
Foxhaven
2,798,288.53
(335,402.31
)
1986
30 Years
Foxton (MI)
1,627,474.05
(183,740.01
)
1983
30 Years
Foxton II (OH)
1,726,465.55
(204,764.07
)
1983
30 Years
Garden Court
3,599,643.09
(392,673.11
)
1988
30 Years
Garden Lake
15,287,400.62
(2,843,435.27
)
1991
30 Years
Garden Terrace I
1,061,286.66
(145,960.17
)
1981
30 Years
Garden Terrace II
1,070,335.11
(141,315.84
)
1982
30 Years
Gatehouse at Pine Lake
19,957,316.05
(4,229,804.71
)
1990
30 Years
Gatehouse on the Green
23,503,837.06
(5,006,617.85
)
1990
30 Years
Gates at Carlson Center
32,212,205.98
(4,661,523.54
)
1989
30 Years
Gates of Redmond
14,932,059.27
(2,566,924.52
)
1979
30 Years
Gateway Villas
16,666,560.47
(2,782,752.78
)
1995
30 Years
Geary Court Yard
17,872,037.60
(2,989,731.36
)
1990
30 Years
Georgian Woods Combined (REIT)
37,240,823.56
(8,769,466.74
)
1967
30 Years
Glastonbury Center
6,852,566.06
(488,619.13
)
1962
30 Years
Glen Arm Manor
1,751,145.39
(207,543.74
)
1986
30 Years
Glen Eagle
8,705,838.95
(1,624,658.17
)
1990
30 Years
Glen Grove
10,442,788.80
(714,185.10
)
1979
30 Years
Glen Meadow
18,966,562.08
(1,425,767.37
)
1971
30 Years
GlenGarry Club
20,083,942.37
(3,218,038.67
)
1989
30 Years
Glenlake
25,211,044.85
(3,871,184.20
)
1988
30 Years
Glenwood Village
1,833,658.54
(210,159.83
)
1986
30 Years
Gosnold Grove
1,031,736.00
(83,382.84
)
1978
30 Years
Governors Pointe
30,090,675.89
(5,479,414.18
)
1982-1986
30 Years
Gramercy Park
26,148,871.86
(620,822.93
)
1998
30 Years
S - 4
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31,
1997
Cost Capitalized Subsequent to Initial Cost to Acquisition Description Company (Improvements, net)(1) - ---------------------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures - ----------------------------------------------------------------------------------------------------------------------------------Walden Wood Southfield, MI 5,895,724 833,300 7,499,662 1,400 951,415 Walnut Ridge Little Rock, AR 3,654,026 196,079 2,424,631 0 3,061,884 Warwick Station(WRP) Denver, CO 10,223,000 2,281,900 20,537,450 100 56,889 Waterford(WRP) San Antonio, TX 0 457,000 4,112,840 0 5,740 Waterford at the Lakes Kent, WA 0 3,100,200 16,343,191 0 0 Watermark Square Portland, OR 8,548,333 1,580,000 14,239,426 500 164,414 Waterstone Place Seattle, WA 0 2,950,900 26,558,353 13,100 2,482,718 Wellington(Salant) Silverdale, WA 8,264,153 1,097,300 9,876,034 2,000 460,910 Wellington Hill Manchester, NH 28,625,000 1,872,500 16,852,955 17,700 1,700,778 Wellsford Oaks(WRP) Tulsa, OK 0 1,310,500 11,794,290 0 41,827 Westridge(WRP) Tacoma, WA 0 3,501,900 31,517,540 0 85,539
Gross Amount Carried at Close of Period 12/31/97 - --------------------------------------------------------------------------------------------- Building & Apartment Name Location Land Fixtures Total (B) - ----------------------------------------------------------------------------------------------Walden Wood Southfield, MI 834,700 8,451,077 9,285,777 Walnut Ridge Little Rock, AR 196,079 5,486,515 5,682,594 Warwick Station(WRP) Denver, CO 2,282,000 20,594,339 22,876,339 Waterford(WRP) San Antonio, TX 457,000 4,118,581 4,575,581 Waterford at the Lakes Kent, WA 3,100,200 16,343,191 19,443,391 Watermark Square Portland, OR 1,580,500 14,403,840 15,984,340 Waterstone Place Seattle, WA 2,964,000 29,041,071 32,005,071 Wellington(Salant) Silverdale, WA 1,099,300 10,336,944 11,436,244 Wellington Hill Manchester, NH 1,890,200 18,553,733 20,443,933 Wellsford Oaks(WRP) Tulsa, OK 1,310,500 11,836,117 13,146,617 Westridge(WRP) Tacoma, WA 3,501,900 31,603,079 35,104,979
Life Used to Description Compute - ----------------------------------------------------------------------------- Depreciation in Accumulated Date of Latest Income Apartment Name Location Depreciation Construction Statement(C) - ----------------------------------------------------------------------------------------------Walden Wood Southfield, MI 1,285,958 1972 30 Years Walnut Ridge Little Rock, AR 2,883,808 1975 30 Years Warwick Station(WRP) Denver, CO 433,103 1986 30 Years Waterford(WRP) San Antonio, TX 93,042 1983 30 Years Waterford at the Lakes Kent, WA 480,862 1990 30 Years Watermark Square Portland, OR 405,091 1990 30 Years Waterstone Place Seattle, WA 4,408,853 1990 30 Years Wellington(Salant) Silverdale, WA 1,007,298 1990 30 Years Wellington Hill Manchester, NH 2,506,313 1987 30 Years Wellsford Oaks(WRP) Tulsa, OK 259,729 1991 30 Years Westridge(WRP) Tacoma, WA 686,050 1987/1991 30 YearsS-102002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Granada Highlands
Malden, MA (G)
—
28,210,000.00
99,944,576.46
Grand Reserve
Woodbury, MN
—
4,728,000.00
49,541,641.99
Grandview I & II
Las Vegas, NV
—
2,333,300.00
15,527,831.02
Greenbriar (AL)
Montgomery, AL (T)
1,674,630.50
94,355.62
2,051,619.25
Greenbriar Glen
Altlanta, GA
1,457,966.40
227,701.24
2,006,246.10
Greenfield Village
Rocky Hill , CT
—
911,534.03
6,093,418.42
Greengate (FL)
W. Palm Beach, FL
2,607,032.18
2,500,000.00
1,615,858.84
Greenglen (Day)
Dayton, OH
—
204,289.28
1,800,172.18
Greenglen II (Tol)
Toledo, OH
—
162,263.62
1,429,719.33
Greenhaven
Union City, CA
10,975,000.00
7,507,000.00
15,210,398.75
Greenhouse - Frey Road
Kennesaw, GA
(M)
2,467,200.00
22,187,443.25
Greenhouse - Holcomb Bridge
Alpharetta, GA
(M)
2,143,300.00
19,291,427.17
Greenhouse - Roswell
Roswell, GA
(M)
1,220,000.00
10,974,727.39
Greentree 1
Glen Burnie, MD
11,101,419.84
3,912,968.00
11,784,020.85
Greentree 2
Glen Burnie, MD
—
2,700,000.00
8,246,736.65
Greentree 3
Glen Burnie, MD
—
2,380,443.00
7,270,294.04
Greentree I (GA) (REIT)
Thomasville, GA
658,821.21
84,750.00
762,659.20
Greentree II (GA) (REIT)
Thomasville, GA
495,895.84
81,000.00
729,283.17
Greenwood Village
Tempe, AZ
—
2,118,781.00
17,274,215.96
Grey Eagle
Taylors, SC
—
727,600.00
6,547,650.42
Greystone
Atlanta, GA
—
2,252,000.00
5,204,900.59
Gwinnett Crossing
Duluth, GA
—
2,632,000.00
32,016,495.96
Hall Place
Quincy, MA
—
3,150,800.00
5,121,949.51
Hammocks Place
Miami, FL
(L)
319,180.00
12,513,466.73
Hampshire II
Elyria, OH
825,568.17
126,231.36
1,112,035.85
Hamptons
Puyallup, WA
—
1,119,200.00
10,075,844.29
Harbinwood
Norcross, GA
—
236,760.99
2,086,122.35
Harbor Pointe
Milwaukee, WI
12,000,000.00
2,979,800.00
22,096,545.77
Harborview
Rancho Palos Verdes, CA
—
6,402,500.00
12,627,346.89
Harbour Town
Boca Raton, FL
—
11,760,000.00
20,190,252.11
Harrison Park
Tucson, AZ
—
1,265,094.00
16,342,321.80
Hartwick
Tipton, IN
106,072.00
123,790.52
1,090,729.42
Harvest Grove I
Gahanna, OH
1,564,099.40
170,334.08
1,500,231.87
Harvest Grove II
Gahanna, OH
—
148,791.56
1,310,817.80
Hatcherway
Waycross, GA
711,447.97
96,885.44
853,716.34
Hathaway
Long Beach, CA
—
2,512,500.00
22,611,911.55
Hayfield Park
Burlington, KY
1,534,250.00
261,456.81
2,303,394.44
Haywood Pointe
Greenville, SC
—
480,000.00
9,163,270.88
Hearthstone
San Antonio, TX
—
1,035,900.00
3,525,388.03
Heathmoore (Eva)
Evansville, IN
1,091,492.02
162,374.53
1,430,746.53
Heathmoore (KY)
Louisville, KY
—
156,839.84
1,381,729.91
Heathmoore (MI)
Clinton Twp., MI
1,647,464.38
227,105.01
2,001,242.63
Heathmoore I (IN)
Indianapolis, IN
1,183,802.53
144,556.70
1,273,702.04
Heathmoore I (MI)
Canton, MI
1,521,755.00
232,063.87
2,044,226.60
Heathmoore II (MI)
Canton, MI
—
170,432.57
1,501,696.63
Heritage Green
Sturbridge, MA
3,461,827.83
835,313.22
5,583,897.92
Heritage, The
Phoenix, AZ
—
1,211,205.00
13,136,903.36
Heron Cove
Coral Springs, FL
—
823,000.00
8,114,761.58
Heron Pointe
Boynton Beach, FL
—
1,546,700.00
7,774,676.05
Heron Pointe (Atl)
Atlantic Beach, FL
1,566,550.00
214,332.10
1,888,814.41
Heron Run
Plantation, FL
—
917,800.00
9,006,476.14
Heronwood (REIT)
Ft. Myers, FL
1,202,904.41
146,100.00
1,315,210.70
Hessian Hills
Charlottesville, VA (T)
5,146,365.30
181,229.43
5,024,414.55
Hickory Creek
Richmond, VA
—
1,323,000.00
18,520,609.01
Hickory Mill
Hillard, OH
—
161,714.41
1,424,682.19
Hickory Mill I
Hurricane, WV
899,595.36
129,186.80
1,138,301.52
Hickory Place
Gainesville, FL
1,288,185.25
192,453.32
1,695,454.44
Hickory Ridge
Greenville, SC
—
288,200.00
2,591,929.81
Hidden Acres
Sarasota, FL
1,601,965.00
253,138.81
2,230,578.76
Hidden Lake
Sacramento, CA
15,165,000.00
1,715,000.00
11,776,407.80
Hidden Lakes
Haltom City, TX
—
1,872,000.00
20,242,108.80
Hidden Oaks
Cary, NC
—
1,178,600.00
10,614,135.38
Hidden Palms
Tampa, FL
—
2,049,600.00
6,345,884.76
Hidden Pines
Casselberry, FL
19,561.52
176,307.96
1,553,565.25
Hidden Valley Club
Ann Arbor, MI
—
915,000.00
6,667,098.00
High Meadow
Ellington, CT
4,220,474.15
583,678.94
3,901,774.26
High Points
New Port Richey, FL
—
222,307.63
1,958,772.47
High River
Tuscaloosa, AL (T)
3,553,180.17
208,107.70
3,663,221.04
Highland Creste
Kent, WA
—
935,200.00
8,415,391.11
Highland Glen
Westwood, MA
—
2,832,603.49
17,010,687.92
Highland Point
Aurora, CO
(Q)
1,631,900.00
14,684,438.62
Highline Oaks
Denver, CO
(M)
1,057,400.00
9,340,248.56
Hillcrest Villas
Crestview, FL
942,590.33
141,603.03
1,247,677.02
Hillside Manor
Americus, GA
—
102,632.19
904,111.39
Hillside Trace
Dade City, FL
1,004,497.41
138,888.03
1,223,754.94
Holly Ridge
Pembroke Park, FL
—
295,595.67
2,603,985.01
Holly Sands I
Ft. Walton Bch.,FL
—
190,942.32
1,682,524.45
Holly Sands II
Ft. Walton Bch., FL
1,009,375.00
124,577.52
1,098,074.21
Horizon Place
Tampa, FL
12,280,175.29
2,128,000.00
12,086,936.72
Hunt Club
Charlotte, NC
—
1,090,000.00
17,992,887.39
Hunters Green
Fort Worth, TX
—
524,300.00
3,653,480.73
Hunters Ridge
St. Louis, MO
11,055,000.00
994,500.00
8,913,996.59
Huntington Park
Everett, WA
—
1,597,500.00
14,367,863.91
Independence Village
Reynoldsbury, OH
—
226,987.89
2,000,010.69
Indian Bend
Scottsdale, AZ
—
1,075,700.00
9,675,133.10
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures(A)
Granada Highlands
—
4,083,391.57
28,210,000.00
104,027,968.03
Grand Reserve
—
251,353.46
4,728,000.00
49,792,995.45
Grandview I & II
—
1,542,204.68
2,333,300.00
17,070,035.70
Greenbriar (AL)
—
133,053.67
94,355.62
2,184,672.92
Greenbriar Glen
—
77,607.16
227,701.24
2,083,853.26
Greenfield Village
—
80,399.19
911,534.03
6,173,817.61
Greengate (FL)
—
198,120.02
2,500,000.00
1,813,978.86
Greenglen (Day)
—
169,968.66
204,289.28
1,970,140.84
Greenglen II (Tol)
—
72,625.75
162,263.62
1,502,345.08
Greenhaven
—
914,583.82
7,507,000.00
16,124,982.57
Greenhouse - Frey Road
—
2,561,509.24
2,467,200.00
24,748,952.49
Greenhouse - Holcomb Bridge
—
2,484,583.36
2,143,300.00
21,776,010.53
Greenhouse - Roswell
—
1,596,829.74
1,220,000.00
12,571,557.13
Greentree 1
—
1,247,306.57
3,912,968.00
13,031,327.42
Greentree 2
—
667,123.44
2,700,000.00
8,913,860.09
Greentree 3
—
525,049.86
2,380,443.00
7,795,343.90
Greentree I (GA) (REIT)
—
43,530.98
84,750.00
806,190.18
Greentree II (GA) (REIT)
—
45,030.62
81,000.00
774,313.79
Greenwood Village
—
1,004,654.49
2,118,781.00
18,278,870.45
Grey Eagle
—
238,937.51
727,600.00
6,786,587.93
Greystone
—
1,568,316.95
2,252,000.00
6,773,217.54
Gwinnett Crossing
—
1,761,687.24
2,632,000.00
33,778,183.20
Hall Place
—
274,855.88
3,150,800.00
5,396,805.39
Hammocks Place
—
1,241,561.83
319,180.00
13,755,028.56
Hampshire II
—
76,965.28
126,231.36
1,189,001.13
Hamptons
—
538,188.51
1,119,200.00
10,614,032.80
Harbinwood
—
174,672.23
236,760.99
2,260,794.58
Harbor Pointe
—
2,332,392.77
2,979,800.00
24,428,938.54
Harborview
—
646,119.89
6,402,500.00
13,273,466.78
Harbour Town
—
2,377,097.51
11,760,000.00
22,567,349.62
Harrison Park
—
600,309.91
1,265,094.00
16,942,631.71
Hartwick
—
84,159.84
123,790.52
1,174,889.26
Harvest Grove I
—
180,128.58
170,334.08
1,680,360.45
Harvest Grove II
—
62,628.09
148,791.56
1,373,445.89
Hatcherway
—
181,863.88
96,885.44
1,035,580.22
Hathaway
—
1,511,764.08
2,512,500.00
24,123,675.63
Hayfield Park
—
168,846.08
261,456.81
2,472,240.52
Haywood Pointe
—
479,642.40
480,000.00
9,642,913.28
Hearthstone
—
1,307,393.30
1,035,900.00
4,832,781.33
Heathmoore (Eva)
—
170,996.23
162,374.53
1,601,742.76
Heathmoore (KY)
—
156,318.47
156,839.84
1,538,048.38
Heathmoore (MI)
—
136,372.38
227,105.01
2,137,615.01
Heathmoore I (IN)
—
158,855.59
144,556.70
1,432,557.63
Heathmoore I (MI)
—
162,026.67
232,063.87
2,206,253.27
Heathmoore II (MI)
—
91,630.65
170,432.57
1,593,327.28
Heritage Green
—
144,013.11
835,313.22
5,727,911.03
Heritage, The
—
365,850.25
1,211,205.00
13,502,753.61
Heron Cove
—
951,612.87
823,000.00
9,066,374.45
Heron Pointe
—
744,018.59
1,546,700.00
8,518,694.64
Heron Pointe (Atl)
—
241,582.35
214,332.10
2,130,396.76
Heron Run
—
1,036,486.14
917,800.00
10,042,962.28
Heronwood (REIT)
—
57,506.67
146,100.00
1,372,717.37
Hessian Hills
—
265,242.36
181,229.43
5,289,656.91
Hickory Creek
—
644,449.61
1,323,000.00
19,165,058.62
Hickory Mill
—
145,881.17
161,714.41
1,570,563.36
Hickory Mill I
—
79,827.05
129,186.80
1,218,128.57
Hickory Place
—
203,987.89
192,453.32
1,899,442.33
Hickory Ridge
—
380,093.63
288,200.00
2,972,023.44
Hidden Acres
—
151,166.40
253,138.81
2,381,745.16
Hidden Lake
—
185,613.75
1,715,000.00
11,962,021.55
Hidden Lakes
—
656,552.40
1,872,000.00
20,898,661.20
Hidden Oaks
—
1,103,827.92
1,178,600.00
11,717,963.30
Hidden Palms
—
1,026,662.10
2,049,600.00
7,372,546.86
Hidden Pines
—
235,502.15
176,307.96
1,789,067.40
Hidden Valley Club
—
2,833,997.62
915,000.00
9,501,095.62
High Meadow
—
126,849.72
583,678.94
4,028,623.98
High Points
—
282,271.62
222,307.63
2,241,044.09
High River
—
410,682.35
208,107.70
4,073,903.39
Highland Creste
—
751,649.09
935,200.00
9,167,040.20
Highland Glen
—
112,008.35
2,832,603.49
17,122,696.27
Highland Point
—
1,011,998.88
1,631,900.00
15,696,437.50
Highline Oaks
—
956,003.20
1,057,400.00
10,296,251.76
Hillcrest Villas
—
146,266.81
141,603.03
1,393,943.83
Hillside Manor
—
213,350.07
102,632.19
1,117,461.46
Hillside Trace
—
157,963.50
138,888.03
1,381,718.44
Holly Ridge
—
301,342.71
295,595.67
2,905,327.72
Holly Sands I
—
216,013.13
190,942.32
1,898,537.58
Holly Sands II
—
132,341.66
124,577.52
1,230,415.87
Horizon Place
—
710,629.33
2,128,000.00
12,797,566.05
Hunt Club
—
523,705.81
1,090,000.00
18,516,593.20
Hunters Green
—
1,068,318.41
524,300.00
4,721,799.14
Hunters Ridge
—
1,133,917.19
994,500.00
10,047,913.78
Huntington Park
—
1,232,901.67
1,597,500.00
15,600,765.58
Independence Village
—
238,811.37
226,987.89
2,238,822.06
Indian Bend
—
1,640,179.85
1,075,700.00
11,315,312.95
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Granada Highlands
132,237,968.03
(11,868,269.06
)
1972
30 Years
Grand Reserve
54,520,995.45
(3,347,649.75
)
2000
30 Years
Grandview I & II
19,403,335.70
(2,998,040.47
)
1980
30 Years
Greenbriar (AL)
2,279,028.54
(290,927.76
)
1979
30 Years
Greenbriar Glen
2,311,554.50
(252,562.80
)
1988
30 Years
Greenfield Village
7,085,351.64
(511,222.48
)
1965
30 Years
Greengate (FL)
4,313,978.86
(192,295.59
)
1987
30 Years
Greenglen (Day)
2,174,430.12
(251,941.67
)
1983
30 Years
Greenglen II (Tol)
1,664,608.70
(185,332.01
)
1982
30 Years
Greenhaven
23,631,982.57
(2,695,704.80
)
1983
30 Years
Greenhouse - Frey Road
27,216,152.49
(8,010,871.54
)
1985
30 Years
Greenhouse - Holcomb Bridge
23,919,310.53
(7,125,888.53
)
1985
30 Years
Greenhouse - Roswell
13,791,557.13
(4,163,343.37
)
1985
30 Years
Greentree 1
16,944,295.42
(1,974,773.83
)
1973
30 Years
Greentree 2
11,613,860.09
(1,258,263.63
)
1973
30 Years
Greentree 3
10,175,786.90
(1,119,577.69
)
1973
30 Years
Greentree I (GA) (REIT)
890,940.18
(65,259.16
)
1983
30 Years
Greentree II (GA) (REIT)
855,313.79
(60,430.40
)
1984
30 Years
Greenwood Village
20,397,651.45
(3,603,716.18
)
1984
30 Years
Grey Eagle
7,514,187.93
(1,393,968.50
)
1991
30 Years
Greystone
9,025,217.54
(1,487,538.55
)
1960
30 Years
Gwinnett Crossing
36,410,183.20
(5,453,307.06
)
1989/90
30 Years
Hall Place
8,547,605.39
(841,589.88
)
1998
30 Years
Hammocks Place
14,074,208.56
(4,764,098.16
)
1986
30 Years
Hampshire II
1,315,232.49
(150,933.44
)
1981
30 Years
Hamptons
11,733,232.80
(2,348,788.43
)
1991
30 Years
Harbinwood
2,497,555.57
(285,113.66
)
1985
30 Years
Harbor Pointe
27,408,738.54
(4,947,016.93
)
1970/1990
30 Years
Harborview
19,675,966.78
(2,866,757.20
)
1985
30 Years
Harbour Town
34,327,349.62
(2,204,145.42
)
1985
30 Years
Harrison Park
18,207,725.71
(3,308,380.60
)
1985
30 Years
Hartwick
1,298,679.78
(156,182.48
)
1982
30 Years
Harvest Grove I
1,850,694.53
(224,748.78
)
1986
30 Years
Harvest Grove II
1,522,237.45
(170,510.07
)
1987
30 Years
Hatcherway
1,132,465.66
(152,276.50
)
1986
30 Years
Hathaway
26,636,175.63
(6,569,721.47
)
1987
30 Years
Hayfield Park
2,733,697.33
(309,151.09
)
1986
30 Years
Haywood Pointe
10,122,913.28
(1,581,468.72
)
1985
30 Years
Hearthstone
5,868,681.33
(1,995,589.24
)
1982
30 Years
Heathmoore (Eva)
1,764,117.29
(206,324.97
)
1984
30 Years
Heathmoore (KY)
1,694,888.22
(191,050.99
)
1983
30 Years
Heathmoore (MI)
2,364,720.02
(277,879.89
)
1983
30 Years
Heathmoore I (IN)
1,577,114.33
(195,153.57
)
1983
30 Years
Heathmoore I (MI)
2,438,317.14
(278,027.70
)
1986
30 Years
Heathmoore II (MI)
1,763,759.85
(200,585.52
)
1986
30 Years
Heritage Green
6,563,224.25
(466,728.53
)
1974
30 Years
Heritage, The
14,713,958.61
(2,512,706.02
)
1995
30 Years
Heron Cove
9,889,374.45
(2,969,377.22
)
1987
30 Years
Heron Pointe
10,065,394.64
(2,068,604.76
)
1989
30 Years
Heron Pointe (Atl)
2,344,728.86
(300,467.20
)
1986
30 Years
Heron Run
10,960,762.28
(3,390,967.63
)
1987
30 Years
Heronwood (REIT)
1,518,817.37
(103,583.27
)
1982
30 Years
Hessian Hills
5,470,886.34
(664,177.73
)
1966
30 Years
Hickory Creek
20,488,058.62
(3,094,613.36
)
1984
30 Years
Hickory Mill
1,732,277.77
(211,931.17
)
1980
30 Years
Hickory Mill I
1,347,315.37
(155,587.45
)
1983
30 Years
Hickory Place
2,091,895.65
(256,095.80
)
1983
30 Years
Hickory Ridge
3,260,223.44
(679,497.02
)
1968
30 Years
Hidden Acres
2,634,883.97
(308,439.64
)
1987
30 Years
Hidden Lake
13,677,021.55
(798,564.62
)
1985
30 Years
Hidden Lakes
22,770,661.20
(3,235,445.06
)
1996
30 Years
Hidden Oaks
12,896,563.30
(2,577,083.61
)
1988
30 Years
Hidden Palms
9,422,146.86
(1,758,782.78
)
1986
30 Years
Hidden Pines
1,965,375.36
(243,148.02
)
1981
30 Years
Hidden Valley Club
10,416,095.62
(6,463,047.97
)
1973
30 Years
High Meadow
4,612,302.92
(331,900.89
)
1975
30 Years
High Points
2,463,351.72
(310,063.58
)
1986
30 Years
High River
4,282,011.09
(537,010.01
)
1978
30 Years
Highland Creste
10,102,240.20
(2,148,123.39
)
1989
30 Years
Highland Glen
19,955,299.76
(1,221,711.02
)
1979
30 Years
Highland Point
17,328,337.50
(3,374,406.07
)
1984
30 Years
Highline Oaks
11,353,651.76
(2,381,812.73
)
1986
30 Years
Hillcrest Villas
1,535,546.86
(182,546.12
)
1985
30 Years
Hillside Manor
1,220,093.65
(156,365.87
)
1985
30 Years
Hillside Trace
1,520,606.47
(183,828.80
)
1987
30 Years
Holly Ridge
3,200,923.39
(365,803.08
)
1986
30 Years
Holly Sands I
2,089,479.90
(257,823.46
)
1985
30 Years
Holly Sands II
1,354,993.39
(164,407.21
)
1986
30 Years
Horizon Place
14,925,566.05
(2,161,797.32
)
1985
30 Years
Hunt Club
19,606,593.20
(2,928,830.38
)
1990
30 Years
Hunters Green
5,246,099.14
(1,929,044.53
)
1981
30 Years
Hunters Ridge
11,042,413.78
(2,315,511.68
)
1986-1987
30 Years
Huntington Park
17,198,265.58
(5,291,404.01
)
1991
30 Years
Independence Village
2,465,809.95
(301,366.24
)
1978
30 Years
Indian Bend
12,391,012.95
(4,089,271.00
)
1973
30 Years
S - 5
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31,
1997
Cost Capitalized Subsequent to Initial Cost to Acquisition Description Company (Improvements, net) (I) - ------------------------------------------------------------------------------------------------------------------- Building & Building & Apartment Name Location Encumbrances Land Fixtures Land Fixtures - -------------------------------------------------------------------------------------------------------------------Westwood Pines Tamarac, FL 0 1,526,200 13,735,152 0 0 White Bear Woods White Bear Lake, MN 14,184,170 1,621,300 14,591,904 0 0 Whitedove Pointe (WRP) Seattle, WA 0 605,300 5,447,856 0 14,340 Wilde Lake Richmond, VA 4,440,000 934,600 8,411,613 12,600 193,734 Williamsburg Square Little Rock, AR 3,288,623 315,000 1,745,958 0 3,371,274 Willow Brook (NC) Durham, NC 0 1,408,000 7,105,081 1,500 38,550 Willowglen Aurora, CO 0 1,708,000 15,371,641 1,200 572,196 Windemere Mesa, AZ 6,244,353 949,000 8,653,152 300 38,442 Windmill Colorado Springs, CO 0 395,544 4,953,156 100 561,634 Windridge Laguna Niguel, CA (O) 2,660,800 23,947,096 2,100 414,946 Windridge (WRP) Tacoma, WA 0 322,700 2,904,779 0 6,113 Windrush Oklahoma City, OK 0 588,800 5,311,532 0 54,821 Winterwood Charlotte, NC 12,127,756 1,720,100 15,481,455 1,700 1,123,101 Wood Creek (CA) Pleasant Hill, CA 0 9,728,000 22,992,918 1,900 93,025 Wood Crest Villa Westland, MI 0 925,900 8,333,827 0 (O) Wood Lane Place Woodbury, MN 14,014,000 2,003,300 18,029,538 0 0 Woodbridge (N) Cary, NC 4,766,485 1,981,900 17,839,380 100 217,126 Woodcreek Beaverton, OR 11,345,849 1,753,700 15,783,764 2,100 1,308,090 Woodlake at Killearn Tallahassee, FL 0 1,404,300 12,638,426 3,855 953,291 Woodland Hills Decatur, GA 0 1,223,900 11,017,542 700 294,522 Woodland Meadows Ann Arbor, MI 0 2,003,600 18,032,640 0 8,575 Woodland Oaks Tulsa, OK 0 893,100 8,038,166 0 55,909 Woodlands of Minnetonka Minnetonka, MN 0 2,392,500 13,557,500 0 0 Woodmoor Austin, TX 0 649,300 5,843,200 4,500 932,671 Woods at North Bend Raleigh, NC 0 1,039,000 9,350,616 500 700,511 Woodscape Raleigh, NC 0 956,000 8,603,550 1,300 60,098 Woodside Lorton, VA 0 1,308,100 12,503,220 17,900 281,207 Wyndridge 2 Memphis, TN 14,135,000 1,486,000 13,586,157 2,000 210,964 Wyndridge 3 Memphis, TN 10,855,000 1,500,000 13,505,510 2,500 196,045 Yorktowne at Olde Mill Millersville, MD 0 216,000 1,330,710 0 4,632,854 Yuma Court Colorado Springs, CO 0 113,163 836,429 100 117,614 Development Properties (R) 0 8,271,910 36,040,199 0 0 Operating Partnership Chicago, IL 0 0 88,566 0 0 Management Business Chicago, IL 0 0 3,442,962 1,000 14,414,292 -------------- ------------ -------------- ---------- ------------ TOTAL $1,232,242,100 $790,764,741 $6,054,502,781 $1,215,488 $274,952,132 ============== ============ ============== ========== ============
Gross Amount Carried at Close of Life Used Period 12/31/97 to Compute - ---------------------------------------------------------------------------------------------------------------------- Depreciation in Latest Income Building & Accumulated Date of Statement Land Fixtures (A) Total (B) Depreciation Construction (C) - ------------------------------------------------------------------------------------------------------------------------------------Westwood Pines Tamarac, FL 1,526,200 13,735,152 15,261,352 28,369 1991 30 Years White Bear Woods White Bear Lake, MN 1,621,300 14,591,904 16,213,204 30,180 1989 30 Years Whitedove Pointe (WRP) Seattle, WA 605,300 5,462,196 6,067,496 115,546 1992 30 Years Wilde Lake Richmond, VA 947,200 8,605,347 9,552,547 329,313 1989 30 Years Williamsburg Square Little Rock, AR 315,000 5,117,232 5,432,232 2,529,820 1974 30 Years Willow Brook (NC) Durham, NC 1,409,500 7,143,631 8,553,131 170,045 1986 30 Years Willowglen Aurora, CO 1,709,200 15,943,837 17,653,037 783,226 1983 30 Years Windemere Mesa, AZ 949,300 8,691,593 9,640,893 169,704 1986 30 Years Windmill Colorado Springs, CO 395,644 5,514,790 5,910,434 1,135,695 1985 30 Years Windridge Laguna Niguel, CA 2,662,900 24,362,042 27,024,942 2,728,806 1989 30 Years Windridge (WRP) Tacoma, WA 322,700 2,910,892 3,233,592 64,341 1989 30 Years Windrush Oklahoma City, OK 588,800 5,366,353 5,955,153 119,419 1982 30 Years Winterwood Charlotte, NC 1,721,800 16,604,556 18,326,356 2,431,640 1986 30 Years Wood Creek (CA) Pleasant Hill, CA 9,729,900 23,085,943 32,815,843 416,329 1987 30 Years Wood Crest Villa Westland, MI 925,900 8,333,827 9,259,727 21,418 1970 30 Years Wood Lane Place Woodbury, MN 2,003,300 18,029,538 20,032,838 36,704 1989 30 Years Woodbridge (N) Cary, NC 1,982,000 18,056,506 20,038,506 1,229,658 1993-95 30 Years Woodcreek Beaverton, OR 1,755,800 17,091,854 18,847,654 2,198,878 1982-84 30 Years Woodlake at Killearn Tallahassee, FL 1,408,155 13,591,717 14,999,872 1,951,520 1986 30 Years Woodland Hills Decatur, GA 1,224,600 11,312,064 12,536,664 702,025 1985 30 Years Woodland Meadows Ann Arbor, MI 2,003,600 18,041,215 20,044,815 149,772 1987-1989 30 Years Woodland Oaks Tulsa, OK 893,100 8,094,075 8,987,175 178,918 1983 30 Years Woodlands of Minnetonka Minnetonka, MN 2,392,500 13,557,500 15,950,000 12,818 1988 30 Years Woodmoor Austin, TX 653,800 6,775,871 7,429,671 1,012,769 1981 30 Years Woods at North Bend Raleigh, NC 1,039,500 10,051,127 11,090,627 840,918 1983 30 Years Woodscape Raleigh, NC 957,300 8,663,648 9,620,948 416,109 1979 30 Years Woodside Lorton, VA 1,326,000 12,784,427 14,110,427 1,402,458 1987 30 Years Wyndridge 2 Memphis, TN 1,488,000 13,797,121 15,285,121 277,559 1988 30 Years Wyndridge 3 Memphis, TN 1,502,500 13,701,555 15,204,055 298,409 1988 30 Years Yorktowne at Olde Mill Millersville, MD 216,000 5,963,564 6,179,564 4,010,721 1974 30 Years Yuma Court Colorado Springs, CO 113,263 954,043 1,067,306 170,222 1985 30 Years Development Properties (R) 8,271,910 36,040,199 44,312,109 0 (R) Operating Partnership Chicago, IL 0 88,566 88,566 42,766 (H) Management Business Chicago, IL 1,000 17,857,254 17,858,254 8,109,998 (G) ------------ -------------- -------------- ------------ TOTAL $791,980,229 $6,329,454,913 $7,121,435,142 $444,761,975 ============ ============== ============== ============S-11SCHEDULE III2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Indian Lake I
Morrow, GA
—
839,668.51
7,398,394.66
Indian Ridge I (REIT)
Tallahassee, FL
892,606.41
135,500.00
1,218,597.92
Indian Ridge II (REIT)
Tallahassee, FL
540,838.86
94,300.00
849,191.77
Indian Tree
Arvada, CO
—
881,225.00
4,552,814.73
Indigo Springs
Kent, WA
7,143,674.85
1,270,500.00
11,446,901.75
Iris Glen
Conyers, GA
1,717,580.08
270,458.00
2,383,029.71
Ironwood at the Ranch
Wesminster, CO
—
1,493,300.00
13,439,304.62
Isle at Arrowhead Ranch
Glendale, AZ
—
1,650,237.00
19,593,123.35
Isles at Sawgrass
Sunrise, FL
—
7,360,000.00
18,750,692.72
Ivy Place
Atlanta, GA
—
802,950.00
7,228,256.57
Jaclen Towers
Beverly, NJ
2,009,826.43
437,071.76
2,921,735.25
James Street Crossing
Kent, WA
16,379,123.00
2,081,253.61
18,748,337.37
Jefferson Way I
Orange Park, FL
1,000,621.00
147,798.72
1,302,267.82
Junipers at Yarmouth
Yarmouth, ME
—
1,355,700.00
7,860,134.79
Jupiter Cove I
Jupiter, FL
1,563,760.42
233,932.43
2,060,899.62
Jupiter Cove II
Jupiter, FL
1,534,327.45
1,220,000.00
483,833.40
Jupiter Cove III
Jupiter, FL
1,645,173.25
242,009.98
2,131,721.71
Kempton Downs
Gresham, OR
—
1,217,348.91
10,943,371.79
Ketwood
Kettering, OH
—
266,443.18
2,347,654.75
Keystone
Austin, TX
—
498,500.00
4,487,295.31
Kings Colony
Savannah, GA
1,989,806.59
230,149.18
2,027,865.07
Kingsport
Alexandria, VA
—
1,262,250.00
12,479,294.10
Kirby Place
Houston, TX
—
3,621,600.00
25,896,773.53
La Costa Brava (ORL)
Orlando, FL
—
206,626.00
3,652,534.00
La Mariposa
Mesa, AZ
—
2,047,539.00
12,466,128.12
La Mirage
San Diego, CA
—
28,895,200.00
95,567,942.59
La Mirage IV
San Diego, CA
—
6,000,000.00
47,433,182.81
La Reserve
Oro Valley, AZ
—
3,264,562.00
4,936,545.77
La Tour Fontaine
Houston, TX
—
2,916,000.00
15,917,178.19
La Ventana
Las Vegas, NV
—
1,427,200.00
12,844,277.03
Ladera
Phoenix, AZ
(Q)
2,978,879.00
20,640,453.27
Lake Point
Charlotte, NC
—
1,058,975.00
13,587,337.70
Lakes at Vinings
Atlanta, GA
21,506,528.86
6,498,000.00
21,832,252.08
Lakeshore at Preston
Plano, TX
12,465,350.40
3,325,800.00
15,208,347.74
Lakeshore I (GA)
Ft. Oglethorpe, GA
1,202,296.00
169,374.96
1,492,377.98
Lakeview
Lodi, CA
7,286,000.00
950,000.00
5,368,814.17
Lakeville Resort
Petaluma, CA
—
2,736,500.00
24,610,650.73
Lakewood
Tulsa, OK
5,600,000.00
855,000.00
6,480,728.80
Lakewood Greens
Dallas, TX
8,004,312.78
2,019,600.00
9,026,906.66
Lakewood Oaks
Dallas, TX
—
1,631,600.00
14,686,191.51
Landera
San Antonio, TX
—
766,300.00
6,896,811.43
Landings (FL), The
Winterhaven, FL
—
130,953.32
1,153,841.50
Landings at Port Imperial
W. New York, NJ
—
27,246,045.14
37,741,049.53
Lantern Cove
Foster City, CA
36,403,000.00
6,945,000.00
21,363,313.03
Larkspur I (Hil)
Hillard, OH
—
179,628.06
1,582,518.99
Larkspur Shores
Hillard, OH
—
17,107,300.00
31,399,237.02
Larkspur Woods
Sacramento, CA
—
5,802,900.00
14,576,106.49
Laurel Bay
Ypsilanti, MI
—
186,003.87
1,639,365.78
Laurel Gardens
Coral Springs, FL
—
4,800,000.00
25,942,631.08
Laurel Glen
Acworth, GA
1,655,375.00
289,509.11
2,550,890.77
Laurel Ridge
Chapel Hill, NC
—
182,550.75
3,206,076.00
Legends at Preston
Morrisville, NC
—
3,056,000.00
27,150,720.51
Lexington Farm
Alpharetta, GA
17,765,834.54
3,521,900.00
21,449,708.40
Lexington Glen
Atlanta, GA
—
5,760,000.00
40,190,507.44
Lexington Park
Orlando, FL
—
2,016,000.00
12,346,725.62
Lincoln Green I
San Antonio, TX
—
947,366.00
5,876,614.69
Lincoln Green II
San Antonio, TX
—
1,052,340.00
5,218,545.96
Lincoln Green III
San Antonio, TX
3,510,000.00
536,010.00
1,830,435.35
Lincoln Heights
Quincy, MA
(R)
5,928,400.00
33,595,261.97
Lindendale
Columbus, OH
1,307,606.48
209,158.53
1,842,815.57
Link Terrace
Hinesville, GA
—
121,838.57
1,073,580.55
Little Cottonwoods
Tempe, AZ
—
3,050,133.00
26,991,689.47
Lodge (OK), The
Tulsa, OK
—
313,371.00
2,750,936.00
Lodge (TX), The
San Antonio, TX
—
1,363,636.00
7,464,586.00
Lofton Place
Tampa, FL
—
2,240,000.00
16,679,214.01
Longfellow Glen
Sudbury, MA
4,670,731.08
1,094,273.45
7,314,994.04
Longfellow Place
Boston, MA (G)
—
53,164,160.00
183,940,618.58
Longwood
Decatur, GA
—
1,454,048.00
13,087,837.00
Longwood (KY)
Lexington,KY
—
146,309.02
1,289,041.95
Loomis Manor
West Hartford, CT
(P)
422,350.36
2,823,325.73
Madison at Cedar Springs
Dallas, TX
(R)
2,470,000.00
33,194,620.41
Madison at Chase Oaks
Plano, TX
—
3,055,000.00
28,932,884.84
Madison at River Sound
Lawrenceville, GA
—
3,666,999.30
47,387,106.44
Madison at Round Grove
Lewisville, TX
(Q)
2,626,000.00
25,682,373.18
Madison at Scofield Farms
Austin, TX
12,587,548.78
2,080,000.00
14,597,971.03
Madison at Stone Creek
Austin, TX
—
2,535,000.00
22,611,699.63
Madison at the Arboretum
Austin, TX
—
1,046,500.00
9,638,268.79
Madison at Walnut Creek
Austin, TX
—
2,737,600.00
14,623,573.62
Madison at Wells Branch
Austin, TX
13,664,230.67
2,400,000.00
16,370,878.87
Madison on Melrose
Richardson, TX
—
1,300,000.00
15,096,550.79
Madison on the Parkway
Dallas, TX
—
2,444,000.00
22,505,043.24
Magnolia at Whitlock
Marietta, GA
—
132,978.82
1,526,005.00
Mallard Cove
Greenville, SC
—
813,350.00
7,321,951.26
Mallard Cove at Conway
Orlando, FL
—
600,000.00
3,528,927.00
Mallgate
Louisville, KY
—
—
6,702,515.00
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures(A)
Indian Lake I
—
295,234.63
839,668.51
7,693,629.29
Indian Ridge I (REIT)
—
67,312.23
135,500.00
1,285,910.15
Indian Ridge II (REIT)
—
34,805.00
94,300.00
883,996.77
Indian Tree
—
1,331,134.57
881,225.00
5,883,949.30
Indigo Springs
—
1,467,874.94
1,270,500.00
12,914,776.69
Iris Glen
—
108,658.65
270,458.00
2,491,688.36
Ironwood at the Ranch
—
907,909.62
1,493,300.00
14,347,214.24
Isle at Arrowhead Ranch
—
303,857.33
1,650,237.00
19,896,980.68
Isles at Sawgrass
—
148,508.54
7,360,000.00
18,899,201.26
Ivy Place
—
886,982.71
802,950.00
8,115,239.28
Jaclen Towers
—
139,241.26
437,071.76
3,060,976.51
James Street Crossing
—
782,573.11
2,081,253.61
19,530,910.48
Jefferson Way I
—
110,330.89
147,798.72
1,412,598.71
Junipers at Yarmouth
—
1,039,880.94
1,355,700.00
8,900,015.73
Jupiter Cove I
—
288,856.04
233,932.43
2,349,755.66
Jupiter Cove II
—
205,087.34
1,220,000.00
688,920.74
Jupiter Cove III
—
178,139.55
242,009.98
2,309,861.26
Kempton Downs
—
1,392,890.64
1,217,348.91
12,336,262.43
Ketwood
—
256,761.14
266,443.18
2,604,415.89
Keystone
—
1,035,484.53
498,500.00
5,522,779.84
Kings Colony
—
178,995.93
230,149.18
2,206,861.00
Kingsport
—
1,778,386.38
1,262,250.00
14,257,680.48
Kirby Place
—
765,202.13
3,621,600.00
26,661,975.66
La Costa Brava (ORL)
—
4,331,983.33
206,626.00
7,984,517.33
La Mariposa
—
779,459.82
2,047,539.00
13,245,587.94
La Mirage
—
3,771,021.08
28,895,200.00
99,338,963.67
La Mirage IV
—
5,667.74
6,000,000.00
47,438,850.55
La Reserve
—
481,251.73
3,264,562.00
5,417,797.50
La Tour Fontaine
—
611,429.20
2,916,000.00
16,528,607.39
La Ventana
—
556,567.96
1,427,200.00
13,400,844.99
Ladera
—
371,982.31
2,978,879.00
21,012,435.58
Lake Point
—
841,001.29
1,058,975.00
14,428,338.99
Lakes at Vinings
—
1,544,057.78
6,498,000.00
23,376,309.86
Lakeshore at Preston
—
600,775.26
3,325,800.00
15,809,123.00
Lakeshore I (GA)
—
210,587.29
169,374.96
1,702,965.27
Lakeview
—
258,491.25
950,000.00
5,627,305.42
Lakeville Resort
—
1,976,474.76
2,736,500.00
26,587,125.49
Lakewood
—
285,966.04
855,000.00
6,766,694.84
Lakewood Greens
—
425,351.90
2,019,600.00
9,452,258.56
Lakewood Oaks
—
1,515,523.66
1,631,600.00
16,201,715.17
Landera
—
849,231.11
766,300.00
7,746,042.54
Landings (FL), The
—
238,239.26
130,953.32
1,392,080.76
Landings at Port Imperial
—
135,393.06
27,246,045.14
37,876,442.59
Lantern Cove
—
244,387.56
6,945,000.00
21,607,700.59
Larkspur I (Hil)
—
186,757.91
179,628.06
1,769,276.90
Larkspur Shores
—
3,111,365.42
17,107,300.00
34,510,602.44
Larkspur Woods
—
693,917.59
5,802,900.00
15,270,024.08
Laurel Bay
—
143,204.95
186,003.87
1,782,570.73
Laurel Gardens
—
1,006,708.20
4,800,000.00
26,949,339.28
Laurel Glen
—
98,830.36
289,509.11
2,649,721.13
Laurel Ridge
—
2,141,463.53
182,550.75
5,347,539.53
Legends at Preston
—
78,157.79
3,056,000.00
27,228,878.30
Lexington Farm
—
567,791.49
3,521,900.00
22,017,499.89
Lexington Glen
—
1,286,095.84
5,760,000.00
41,476,603.28
Lexington Park
—
931,348.32
2,016,000.00
13,278,073.94
Lincoln Green I
—
707,074.52
947,366.00
6,583,689.21
Lincoln Green II
—
1,313,447.31
1,052,340.00
6,531,993.27
Lincoln Green III
—
493,374.35
536,010.00
2,323,809.70
Lincoln Heights
—
733,801.78
5,928,400.00
34,329,063.75
Lindendale
—
187,784.39
209,158.53
2,030,599.96
Link Terrace
—
103,654.04
121,838.57
1,177,234.59
Little Cottonwoods
—
1,072,559.30
3,050,133.00
28,064,248.77
Lodge (OK), The
—
1,700,027.88
313,371.00
4,450,963.88
Lodge (TX), The
—
2,514,033.11
1,363,636.00
9,978,619.11
Lofton Place
—
922,891.67
2,240,000.00
17,602,105.68
Longfellow Glen
—
455,743.59
1,094,273.45
7,770,737.63
Longfellow Place
—
13,405,928.82
53,164,160.00
197,346,547.40
Longwood
—
787,969.27
1,454,048.00
13,875,806.27
Longwood (KY)
—
154,629.83
146,309.02
1,443,671.78
Loomis Manor
—
168,155.75
422,350.36
2,991,481.48
Madison at Cedar Springs
—
471,876.22
2,470,000.00
33,666,496.63
Madison at Chase Oaks
—
656,813.94
3,055,000.00
29,589,698.78
Madison at River Sound
—
588,600.67
3,666,999.30
47,975,707.11
Madison at Round Grove
—
594,147.53
2,626,000.00
26,276,520.71
Madison at Scofield Farms
—
663,900.68
2,080,000.00
15,261,871.71
Madison at Stone Creek
—
849,825.30
2,535,000.00
23,461,524.93
Madison at the Arboretum
—
542,304.19
1,046,500.00
10,180,572.98
Madison at Walnut Creek
—
923,051.32
2,737,600.00
15,546,624.94
Madison at Wells Branch
—
838,948.12
2,400,000.00
17,209,826.99
Madison on Melrose
—
292,223.83
1,300,000.00
15,388,774.62
Madison on the Parkway
—
622,670.03
2,444,000.00
23,127,713.27
Magnolia at Whitlock
—
2,359,091.14
132,978.82
3,885,096.14
Mallard Cove
—
1,215,540.38
813,350.00
8,537,491.64
Mallard Cove at Conway
—
4,710,736.55
600,000.00
8,239,663.55
Mallgate
—
5,063,176.48
—
11,765,691.48
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Indian Lake I
8,533,297.80
(946,236.64
)
1987
30 Years
Indian Ridge I (REIT)
1,421,410.15
(99,321.18
)
1981
30 Years
Indian Ridge II (REIT)
978,296.77
(68,399.50
)
1982
30 Years
Indian Tree
6,765,174.30
(2,268,918.69
)
1983
30 Years
Indigo Springs
14,185,276.69
(3,159,070.64
)
1991
30 Years
Iris Glen
2,762,146.36
(306,422.94
)
1984
30 Years
Ironwood at the Ranch
15,840,514.24
(2,978,060.99
)
1986
30 Years
Isle at Arrowhead Ranch
21,547,217.68
(3,634,770.35
)
1996
30 Years
Isles at Sawgrass
26,259,201.26
(613,569.88
)
1991-1995
30 Years
Ivy Place
8,918,189.28
(2,093,211.74
)
1978
30 Years
Jaclen Towers
3,498,048.27
(256,721.79
)
1976
30 Years
James Street Crossing
21,612,164.09
(3,761,262.08
)
1989
30 Years
Jefferson Way I
1,560,397.43
(186,435.92
)
1987
30 Years
Junipers at Yarmouth
10,255,715.73
(2,055,888.72
)
1970
30 Years
Jupiter Cove I
2,583,688.09
(311,742.86
)
1987
30 Years
Jupiter Cove II
1,908,920.74
(76,569.96
)
1987
30 Years
Jupiter Cove III
2,551,871.24
(282,742.81
)
1987
30 Years
Kempton Downs
13,553,611.34
(3,875,624.36
)
1990
30 Years
Ketwood
2,870,859.07
(337,612.94
)
1979
30 Years
Keystone
6,021,279.84
(1,933,724.10
)
1981
30 Years
Kings Colony
2,437,010.18
(295,568.85
)
1987
30 Years
Kingsport
15,519,930.48
(4,570,541.49
)
1986
30 Years
Kirby Place
30,283,575.66
(5,072,466.16
)
1994
30 Years
La Costa Brava (ORL)
8,191,143.33
(5,087,024.46
)
1967
30 Years
La Mariposa
15,293,126.94
(2,668,236.52
)
1986
30 Years
La Mirage
128,234,163.67
(19,397,091.69
)
1988/1992
30 Years
La Mirage IV
53,438,850.55
(1,695,095.91
)
2001
30 Years
La Reserve
8,682,359.50
(1,283,587.36
)
1988
30 Years
La Tour Fontaine
19,444,607.39
(2,463,861.35
)
1994
30 Years
La Ventana
14,828,044.99
(2,802,287.53
)
1989
30 Years
Ladera
23,991,314.58
(3,808,982.50
)
1995
30 Years
Lake Point
15,487,313.99
(2,287,067.41
)
1984
30 Years
Lakes at Vinings
29,874,309.86
(4,077,110.74
)
1972/1975
30 Years
Lakeshore at Preston
19,134,923.00
(2,684,440.98
)
1992
30 Years
Lakeshore I (GA)
1,872,340.23
(251,410.55
)
1986
30 Years
Lakeview
6,577,305.42
(369,689.85
)
1983
30 Years
Lakeville Resort
29,323,625.49
(6,433,220.41
)
1984
30 Years
Lakewood
7,621,694.84
(451,482.10
)
1985
30 Years
Lakewood Greens
11,471,858.56
(1,727,065.31
)
1986
30 Years
Lakewood Oaks
17,833,315.17
(5,214,948.18
)
1987
30 Years
Landera
8,512,342.54
(1,810,183.39
)
1983
30 Years
Landings (FL), The
1,523,034.08
(192,182.93
)
1984
30 Years
Landings at Port Imperial
65,122,487.73
(2,705,058.84
)
1999
30 Years
Lantern Cove
28,552,700.59
(1,205,535.69
)
1985
30 Years
Larkspur I (Hil)
1,948,904.96
(230,411.02
)
1983
30 Years
Larkspur Shores
51,617,902.44
(6,123,171.24
)
1983
30 Years
Larkspur Woods
21,072,924.08
(3,074,891.27
)
1989/1993
30 Years
Laurel Bay
1,968,574.60
(209,982.68
)
1989
30 Years
Laurel Gardens
31,749,339.28
(4,275,088.76
)
1989
30 Years
Laurel Glen
2,939,230.24
(322,897.92
)
1986
30 Years
Laurel Ridge
5,530,090.28
(3,664,013.29
)
1975
30 Years
Legends at Preston
30,284,878.30
(1,957,820.68
)
2000
30 Years
Lexington Farm
25,539,399.89
(3,610,645.01
)
1995
30 Years
Lexington Glen
47,236,603.28
(6,299,048.89
)
1990
30 Years
Lexington Park
15,294,073.94
(2,208,280.41
)
1988
30 Years
Lincoln Green I
7,531,055.21
(4,110,915.26
)
1984/1986
30 Years
Lincoln Green II
7,584,333.27
(3,610,385.45
)
1984/1986
30 Years
Lincoln Green III
2,859,819.70
(1,323,265.71
)
1984/1986
30 Years
Lincoln Heights
40,257,463.75
(6,194,052.64
)
1991
30 Years
Lindendale
2,239,758.49
(265,614.51
)
1987
30 Years
Link Terrace
1,299,073.16
(157,974.75
)
1984
30 Years
Little Cottonwoods
31,114,381.77
(5,272,735.26
)
1984
30 Years
Lodge (OK), The
4,764,334.88
(3,207,008.20
)
1979
30 Years
Lodge (TX), The
11,342,255.11
(5,165,071.04
)
1989/1990
30 Years
Lofton Place
19,842,105.68
(2,859,695.25
)
1988
30 Years
Longfellow Glen
8,865,011.08
(607,925.31
)
1984
30 Years
Longfellow Place
250,510,707.40
(23,951,498.38
)
1975
30 Years
Longwood
15,329,854.27
(4,502,771.43
)
1992
30 Years
Longwood (KY)
1,589,980.80
(189,470.90
)
1985
30 Years
Loomis Manor
3,413,831.84
(239,309.13
)
1948
30 Years
Madison at Cedar Springs
36,136,496.63
(5,039,847.88
)
1995
30 Years
Madison at Chase Oaks
32,644,698.78
(4,601,164.74
)
1995
30 Years
Madison at River Sound
51,642,706.41
(7,199,201.75
)
1996
30 Years
Madison at Round Grove
28,902,520.71
(4,103,205.07
)
1995
30 Years
Madison at Scofield Farms
17,341,871.71
(1,341,554.45
)
1996
30 Years
Madison at Stone Creek
25,996,524.93
(3,703,388.98
)
1995
30 Years
Madison at the Arboretum
11,227,072.98
(1,657,629.33
)
1995
30 Years
Madison at Walnut Creek
18,284,224.94
(3,155,835.06
)
1994
30 Years
Madison at Wells Branch
19,609,826.99
(1,531,457.77
)
1995
30 Years
Madison on Melrose
16,688,774.62
(2,350,559.48
)
1995
30 Years
Madison on the Parkway
25,571,713.27
(3,613,325.08
)
1995
30 Years
Magnolia at Whitlock
4,018,074.96
(2,297,054.16
)
1971
30 Years
Mallard Cove
9,350,841.64
(2,452,068.61
)
1983
30 Years
Mallard Cove at Conway
8,839,663.55
(6,227,931.41
)
1974
30 Years
Mallgate
11,765,691.48
(9,453,880.52
)
1969
30 Years
S - 6
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31,
1997 NOTES: (A) The balance of furniture & fixtures included in the total amount was $232,636,142 as of2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Manchester (REIT)
Jacksonville, FL
1,244,668.64
184,100.00
1,657,193.63
Marabou Mills I
Indianapolis, IN
1,338,568.18
224,177.96
1,974,952.13
Marabou Mills II
Indianapolis, IN
—
192,186.25
1,693,220.33
Marabou Mills III
Indianapolis, IN
1,140,520.00
171,556.72
1,511,601.62
Mariner Club (FL)
Pembroke Pines, FL
—
1,824,500.00
20,771,566.44
Mariners Wharf
Orange Park, FL
—
1,861,200.00
16,744,951.02
Mark Landing I
Miami, FL
1,265,566.10
191,985.73
1,691,253.52
Marks
Englewood, CO (G)
19,895,000.00
4,928,500.00
44,621,813.77
Marquessa
Corona Hills, CA
(J)
6,888,500.00
21,604,583.64
Marsh Landing I
Brunswick, GA
—
133,192.75
1,173,573.30
Marshlanding II
Brunswick, GA
913,224.98
111,187.09
979,679.39
Martha Lake
Lynnwood, WA
—
821,200.00
7,405,070.49
Martins Landing
Roswell, GA
12,250,854.27
4,802,000.00
12,899,971.68
McDowell Place
Naperville, IL
(R)
2,580,400.00
23,209,628.88
Meadow Ridge
Norwich, CT
4,423,754.36
747,956.65
4,999,937.12
Meadowland
Bogart, GA
—
152,394.70
1,342,663.37
Meadowood (Cin)
Cincinnati, OH
—
330,734.47
2,913,731.09
Meadowood (Cuy)
Cuyahoga Falls, OH
—
201,406.59
1,774,784.23
Meadowood (FLA)
Flatwoods, KY
830,482.35
96,349.54
848,944.48
Meadowood (Fra)
Franklin, IN
968,368.00
129,251.57
1,138,733.20
Meadowood (New)
Newburgh, IN
936,960.24
131,546.01
1,159,063.71
Meadowood (Nic)
Nicholasville, KY
1,349,478.62
173,222.98
1,526,283.21
Meadowood (Tem)
Temperance, MI
1,263,972.49
173,674.59
1,530,262.41
Meadowood Apts. (Man)
Mansfield, OH
—
118,504.27
1,044,001.75
Meadowood I (GA)
Norcross, GA
—
205,467.55
1,810,393.05
Meadowood I (OH)
Columbus, OH
—
146,912.36
1,294,457.97
Meadowood II (FL)
Altamonte Springs, FL
—
160,366.67
1,413,005.15
Meadowood II (GA)
Norcross, GA
—
176,968.08
1,559,544.46
Meadowood II (OH)
Columbus, OH
466,153.89
57,801.92
509,198.89
Meadows I (OH), The
Columbus, OH
—
150,800.30
1,328,616.01
Meadows II (OH), The
Columbus, OH
1,121,423.56
186,636.48
1,644,520.78
Meadows in the Park
Birmingham, AL
—
1,000,900.00
8,533,099.29
Meadows on the Lake
Birmingham, AL
—
1,000,900.00
8,515,348.35
Meldon Place
Toledo, OH
2,291,831.19
288,433.76
2,541,700.52
Merrifield
Salisbury, MD
1,939,335.83
268,711.88
2,367,644.55
Merrill Creek
Lakewood, WA
—
814,200.00
7,330,605.66
Merritt at Satellite Place
Duluth, GA
—
3,400,000.00
30,115,674.42
Mesa Del Oso
Albuquerque, NM
10,841,603.72
4,305,000.00
12,112,957.39
Miguel Place
Port Richey, FL
1,422,298.14
199,349.05
1,756,482.38
Mill Pond
Millersville, MD
7,493,541.71
2,880,000.00
8,950,400.03
Millburn
Stow, OH
145,715.00
192,062.04
1,692,275.85
Millburn Court I
Centerville, OH
—
260,000.00
1,246,756.52
Millburn Court II
Centerville, OH
875,157.31
122,870.44
1,082,697.52
Mira Flores
Palm Beach Gardens, FL
—
7,040,000.00
22,515,299.08
Mission Bay
Orlando, FL
—
2,432,000.00
21,623,560.46
Mission Hills
Oceanside, CA
10,280,340.06
5,640,000.00
21,130,732.38
Misty Woods
Cary, NC
—
720,790.00
18,063,934.26
Montecito
Valencia, CA
—
8,400,000.00
24,709,145.69
Montevista
Dallas, TX
—
3,931,550.00
19,770,957.56
Montgomery Court I (MI)
Haslett, MI
1,159,403.92
156,297.73
1,377,153.31
Montgomery Court I (OH)
Dublin, OH
1,233,442.63
163,755.09
1,442,642.83
Montgomery Court II (OH)
Dublin, OH
—
149,733.82
1,319,417.16
Montierra
Scottsdale, AZ
—
3,455,000.00
17,266,786.53
Montierra (CA)
San Diego, CA
18,081,245.34
8,160,000.00
29,360,938.17
Montrose Square
Columbus, OH
—
193,266.04
1,703,260.43
Morgan Trace
Union City, GA
—
239,102.45
2,105,728.19
Morningside
Scottsdale, AZ
—
670,470.00
12,607,976.02
Morningside (FL)
Titusville, FL
—
197,889.52
1,743,622.33
Mosswood I
Winter Springs, FL
—
163,293.72
1,438,795.64
Mosswood II
Winter Springs, FL
1,483,530.41
275,329.91
2,426,157.56
Mountain Park Ranch
Phoenix, AZ
(O)
1,662,332.00
18,260,275.87
Mountain Terrace
Stevenson Ranch, CA
—
3,966,500.00
35,814,994.74
Nehoiden Glen
Needham, MA
2,099,843.44
634,537.73
4,241,754.83
Newberry I
Lansing, MI
—
183,508.91
1,616,913.48
Newberry II
Lansing, MI
—
142,292.43
1,253,951.34
Newport Heights
Tukwila, WA
—
391,200.00
3,522,780.07
Noonan Glen
Winchester, MA
542,852.56
151,343.51
1,011,700.36
North Creek (Everett)
Evertt, WA
—
3,967,500.00
12,387,189.94
North Hill
Atlanta, GA
15,385,425.74
2,525,300.00
18,550,989.31
Northampton 1
Largo, MD
19,702,894.43
1,843,200.00
17,528,380.75
Northampton 2
Largo, MD
—
1,513,500.00
14,246,990.27
Northgate Village
San Antonio, TX
—
660,100.00
5,974,145.35
Northglen
Valencia, CA
14,985,289.30
9,360,000.00
20,778,552.71
Northridge
Pleasant Hill, CA
—
5,527,800.00
14,691,704.52
Northridge (GA)
Carrolton, GA
—
238,810.55
2,104,181.16
Northrup Court I
Coraopolis, PA
1,324,265.45
189,245.89
1,667,462.56
Northrup Court II
Coraopolis, PA
—
157,190.30
1,385,017.88
Northwoods Village
Cary, NC
—
1,369,700.00
11,460,336.89
Norton Glen
Norton, MA
4,591,298.22
1,012,555.59
6,768,726.88
Nova Glen I
Daytona Beach, FL
—
142,085.70
1,251,929.83
Nova Glen II
Daytona Beach, FL
—
175,167.84
1,543,419.55
Novawood I
Daytona Beach, FL
149,213.33
122,311.47
1,077,897.38
Novawood II
Daytona Beach, FL
—
144,401.43
1,272,483.95
Oak Gardens
Hollywood, FL
—
329,967.88
2,907,287.62
Oak Mill 2
Germantown, MD
9,600,000.00
854,132.73
9,010,184.18
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures(A)
Manchester (REIT)
—
62,458.48
184,100.00
1,719,652.11
Marabou Mills I
—
186,123.49
224,177.96
2,161,075.62
Marabou Mills II
—
100,527.40
192,186.25
1,793,747.73
Marabou Mills III
—
84,529.53
171,556.72
1,596,131.15
Mariner Club (FL)
—
532,307.21
1,824,500.00
21,303,873.65
Mariners Wharf
—
795,619.15
1,861,200.00
17,540,570.17
Mark Landing I
—
84,200.30
191,985.73
1,775,453.82
Marks
—
2,232,634.61
4,928,500.00
46,854,448.38
Marquessa
—
957,261.31
6,888,500.00
22,561,844.95
Marsh Landing I
—
191,294.73
133,192.75
1,364,868.03
Marshlanding II
—
107,050.35
111,187.09
1,086,729.74
Martha Lake
—
1,006,363.56
821,200.00
8,411,434.05
Martins Landing
—
1,153,830.92
4,802,000.00
14,053,802.60
McDowell Place
—
1,681,254.08
2,580,400.00
24,890,882.96
Meadow Ridge
—
95,782.38
747,956.65
5,095,719.50
Meadowland
—
58,357.19
152,394.70
1,401,020.56
Meadowood (Cin)
—
327,188.88
330,734.47
3,240,919.97
Meadowood (Cuy)
—
154,945.29
201,406.59
1,929,729.52
Meadowood (FLA)
—
89,968.50
96,349.54
938,912.98
Meadowood (Fra)
—
153,593.68
129,251.57
1,292,326.88
Meadowood (New)
—
80,535.58
131,546.01
1,239,599.29
Meadowood (Nic)
—
170,413.60
173,222.98
1,696,696.81
Meadowood (Tem)
—
59,638.52
173,674.59
1,589,900.93
Meadowood Apts. (Man)
—
146,491.37
118,504.27
1,190,493.12
Meadowood I (GA)
—
183,283.71
205,467.55
1,993,676.76
Meadowood I (OH)
—
199,405.86
146,912.36
1,493,863.83
Meadowood II (FL)
—
88,274.02
160,366.67
1,501,279.17
Meadowood II (GA)
—
136,244.23
176,968.08
1,695,788.69
Meadowood II (OH)
—
75,242.43
57,801.92
584,441.32
Meadows I (OH), The
—
161,756.51
150,800.30
1,490,372.52
Meadows II (OH), The
—
149,743.27
186,636.48
1,794,264.05
Meadows in the Park
—
509,228.10
1,000,900.00
9,042,327.39
Meadows on the Lake
—
396,709.34
1,000,900.00
8,912,057.69
Meldon Place
—
502,727.52
288,433.76
3,044,428.04
Merrifield
—
171,058.51
268,711.88
2,538,703.06
Merrill Creek
—
320,644.77
814,200.00
7,651,250.43
Merritt at Satellite Place
—
366,060.48
3,400,000.00
30,481,734.90
Mesa Del Oso
—
332,471.06
4,305,000.00
12,445,428.45
Miguel Place
—
251,759.65
199,349.05
2,008,242.03
Mill Pond
—
603,617.73
2,880,000.00
9,554,017.76
Millburn
—
102,025.95
192,062.04
1,794,301.80
Millburn Court I
—
85,781.90
260,000.00
1,332,538.42
Millburn Court II
—
199,594.76
122,870.44
1,282,292.28
Mira Flores
—
56,632.63
7,040,000.00
22,571,931.71
Mission Bay
—
697,648.32
2,432,000.00
22,321,208.78
Mission Hills
—
417,742.34
5,640,000.00
21,548,474.72
Misty Woods
—
1,974,710.82
720,790.00
20,038,645.08
Montecito
—
212,647.13
8,400,000.00
24,921,792.82
Montevista
—
48,404.08
3,931,550.00
19,819,361.64
Montgomery Court I (MI)
—
168,920.87
156,297.73
1,546,074.18
Montgomery Court I (OH)
—
274,228.36
163,755.09
1,716,871.19
Montgomery Court II (OH)
—
160,104.01
149,733.82
1,479,521.17
Montierra
—
188,763.01
3,455,000.00
17,455,549.54
Montierra (CA)
—
311,849.80
8,160,000.00
29,672,787.97
Montrose Square
—
318,219.94
193,266.04
2,021,480.37
Morgan Trace
—
148,351.98
239,102.45
2,254,080.17
Morningside
—
473,055.01
670,470.00
13,081,031.03
Morningside (FL)
—
512,274.87
197,889.52
2,255,897.20
Mosswood I
—
131,272.82
163,293.72
1,570,068.46
Mosswood II
—
141,192.09
275,329.91
2,567,349.65
Mountain Park Ranch
—
598,618.87
1,662,332.00
18,858,894.74
Mountain Terrace
—
910,740.35
3,966,500.00
36,725,735.09
Nehoiden Glen
—
92,274.23
634,537.73
4,334,029.06
Newberry I
—
188,783.69
183,508.91
1,805,697.17
Newberry II
—
128,069.14
142,292.43
1,382,020.48
Newport Heights
—
579,783.17
391,200.00
4,102,563.24
Noonan Glen
—
74,402.87
151,343.51
1,086,103.23
North Creek (Everett)
—
878,050.24
3,967,500.00
13,265,240.18
North Hill
—
4,334,060.08
2,525,300.00
22,885,049.39
Northampton 1
—
2,721,753.93
1,843,200.00
20,250,134.68
Northampton 2
—
1,187,770.60
1,513,500.00
15,434,760.87
Northgate Village
—
1,184,924.16
660,100.00
7,159,069.51
Northglen
—
352,190.74
9,360,000.00
21,130,743.45
Northridge
—
1,099,195.96
5,527,800.00
15,790,900.48
Northridge (GA)
—
124,529.46
238,810.55
2,228,710.62
Northrup Court I
—
129,040.01
189,245.89
1,796,502.57
Northrup Court II
—
94,030.38
157,190.30
1,479,048.26
Northwoods Village
—
1,161,802.35
1,369,700.00
12,622,139.24
Norton Glen
—
530,433.44
1,012,555.59
7,299,160.32
Nova Glen I
—
280,887.85
142,085.70
1,532,817.68
Nova Glen II
—
204,842.87
175,167.84
1,748,262.42
Novawood I
—
109,027.18
122,311.47
1,186,924.56
Novawood II
—
81,940.75
144,401.43
1,354,424.70
Oak Gardens
—
255,414.02
329,967.88
3,162,701.64
Oak Mill 2
—
693,920.60
854,132.73
9,704,104.78
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Manchester (REIT)
1,903,752.11
(130,549.98
)
1985
30 Years
Marabou Mills I
2,385,253.58
(290,072.65
)
1986
30 Years
Marabou Mills II
1,985,933.98
(230,481.84
)
1987
30 Years
Marabou Mills III
1,767,687.87
(202,104.30
)
1987
30 Years
Mariner Club (FL)
23,128,373.65
(3,344,011.88
)
1988
30 Years
Mariners Wharf
19,401,770.17
(3,404,488.30
)
1989
30 Years
Mark Landing I
1,967,439.55
(221,478.59
)
1987
30 Years
Marks
51,782,948.38
(9,680,495.50
)
1987
30 Years
Marquessa
29,450,344.95
(4,452,426.07
)
1992
30 Years
Marsh Landing I
1,498,060.78
(192,111.48
)
1984
30 Years
Marshlanding II
1,197,916.83
(151,494.79
)
1986
30 Years
Martha Lake
9,232,634.05
(1,813,976.06
)
1991
30 Years
Martins Landing
18,855,802.60
(2,489,629.49
)
1972
30 Years
McDowell Place
27,471,282.96
(5,943,027.96
)
1988
30 Years
Meadow Ridge
5,843,676.15
(421,558.23
)
1987
30 Years
Meadowland
1,553,415.26
(178,558.41
)
1984
30 Years
Meadowood (Cin)
3,571,654.44
(393,835.01
)
1985
30 Years
Meadowood (Cuy)
2,131,136.11
(235,252.55
)
1985
30 Years
Meadowood (FLA)
1,035,262.52
(124,892.82
)
1983
30 Years
Meadowood (Fra)
1,421,578.45
(175,310.17
)
1983
30 Years
Meadowood (New)
1,371,145.30
(168,687.83
)
1984
30 Years
Meadowood (Nic)
1,869,919.79
(224,699.07
)
1983
30 Years
Meadowood (Tem)
1,763,575.52
(193,457.55
)
1984
30 Years
Meadowood Apts. (Man)
1,308,997.39
(156,123.02
)
1983
30 Years
Meadowood I (GA)
2,199,144.31
(243,689.69
)
1982
30 Years
Meadowood I (OH)
1,640,776.19
(217,319.52
)
1984
30 Years
Meadowood II (FL)
1,661,645.84
(186,314.57
)
1980
30 Years
Meadowood II (GA)
1,872,756.77
(210,319.50
)
1984
30 Years
Meadowood II (OH)
642,243.24
(83,255.71
)
1985
30 Years
Meadows I (OH), The
1,641,172.82
(202,075.43
)
1985
30 Years
Meadows II (OH), The
1,980,900.53
(234,374.48
)
1987
30 Years
Meadows in the Park
10,043,227.39
(1,894,263.84
)
1986
30 Years
Meadows on the Lake
9,912,957.69
(1,785,190.59
)
1987
30 Years
Meldon Place
3,332,861.80
(451,697.11
)
1978
30 Years
Merrifield
2,807,414.94
(314,174.72
)
1988
30 Years
Merrill Creek
8,465,450.43
(1,607,155.85
)
1994
30 Years
Merritt at Satellite Place
33,881,734.90
(3,524,325.54
)
1999
30 Years
Mesa Del Oso
16,750,428.45
(793,689.42
)
1983
30 Years
Miguel Place
2,207,591.08
(274,457.37
)
1987
30 Years
Mill Pond
12,434,017.76
(1,544,437.35
)
1984
30 Years
Millburn
1,986,363.84
(214,047.48
)
1984
30 Years
Millburn Court I
1,592,538.42
(113,155.24
)
1979
30 Years
Millburn Court II
1,405,162.72
(186,849.81
)
1981
30 Years
Mira Flores
29,611,931.71
(620,310.71
)
1996
30 Years
Mission Bay
24,753,208.78
(3,468,155.37
)
1991
30 Years
Mission Hills
27,188,474.72
(1,528,177.06
)
1984
30 Years
Misty Woods
20,759,435.08
(3,574,241.63
)
1984
30 Years
Montecito
33,321,792.82
(1,768,545.40
)
1999
30 Years
Montevista
23,750,911.64
(348,592.14
)
2000
30 Years
Montgomery Court I (MI)
1,702,371.91
(203,292.18
)
1984
30 Years
Montgomery Court I (OH)
1,880,626.28
(233,426.84
)
1985
30 Years
Montgomery Court II (OH)
1,629,254.99
(187,517.91
)
1986
30 Years
Montierra
20,910,549.54
(2,365,884.97
)
1999
30 Years
Montierra (CA)
37,832,787.97
(2,264,255.50
)
1990
30 Years
Montrose Square
2,214,746.41
(301,235.09
)
1987
30 Years
Morgan Trace
2,493,182.62
(285,269.94
)
1986
30 Years
Morningside
13,751,501.03
(2,442,498.80
)
1989
30 Years
Morningside (FL)
2,453,786.72
(362,736.56
)
1984
30 Years
Mosswood I
1,733,362.18
(206,948.99
)
1981
30 Years
Mosswood II
2,842,679.56
(323,035.72
)
1982
30 Years
Mountain Park Ranch
20,521,226.74
(3,604,648.55
)
1994
30 Years
Mountain Terrace
40,692,235.09
(8,102,505.97
)
1992
30 Years
Nehoiden Glen
4,968,566.79
(339,060.37
)
1978
30 Years
Newberry I
1,989,206.08
(239,052.99
)
1985
30 Years
Newberry II
1,524,312.91
(180,199.32
)
1986
30 Years
Newport Heights
4,493,763.24
(1,353,858.09
)
1985
30 Years
Noonan Glen
1,237,446.74
(87,956.96
)
1983
30 Years
North Creek (Everett)
17,232,740.18
(2,264,870.18
)
1986
30 Years
North Hill
25,410,349.39
(6,169,449.01
)
1984
30 Years
Northampton 1
22,093,334.68
(7,095,706.48
)
1977
30 Years
Northampton 2
16,948,260.87
(4,806,665.69
)
1988
30 Years
Northgate Village
7,819,169.51
(2,847,947.46
)
1984
30 Years
Northglen
30,490,743.45
(1,536,839.36
)
1988
30 Years
Northridge
21,318,700.48
(2,876,412.12
)
1974
30 Years
Northridge (GA)
2,467,521.17
(281,488.17
)
1985
30 Years
Northrup Court I
1,985,748.46
(228,427.67
)
1985
30 Years
Northrup Court II
1,636,238.56
(189,936.79
)
1985
30 Years
Northwoods Village
13,991,839.24
(2,756,979.77
)
1986
30 Years
Norton Glen
8,311,715.91
(584,519.54
)
1983
30 Years
Nova Glen I
1,674,903.38
(219,175.19
)
1984
30 Years
Nova Glen II
1,923,430.26
(228,977.77
)
1986
30 Years
Novawood I
1,309,236.03
(161,615.70
)
1980
30 Years
Novawood II
1,498,826.13
(175,353.50
)
1980
30 Years
Oak Gardens
3,492,669.52
(375,688.31
)
1988
30 Years
Oak Mill 2
10,558,237.51
(2,758,609.70
)
1985
30 Years
S - 7
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31,
1997. (B) The aggregate cost for Federal Income Tax purposes as of2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Oak Park North
Agoura Hills, CA
(I)
1,706,900.00
15,362,665.94
Oak Park South
Agoura Hills, CA
(I)
1,683,800.00
15,154,607.90
Oak Ridge
Clermont, FL
1,171,941.82
173,616.92
1,529,936.27
Oak Shade
Orange City, FL
—
229,403.00
2,021,290.39
Oakland Hills
Margate, FL
4,829,527.78
3,040,000.00
4,930,603.61
Oakley Woods
Union City, GA
1,080,381.63
165,448.86
1,457,484.78
Oaks (NC)
Charlotte, NC
—
2,196,744.00
23,601,539.52
Oakwood Manor
Hollywood, FL
—
173,246.93
1,525,972.93
Oakwood Village (FL)
Hudson, FL
—
177,280.95
1,285,011.00
Oakwood Village (GA)
Augusta, GA
—
161,174.07
1,420,119.23
Ocean Walk
Key West, FL
21,079,921.00
2,838,748.50
25,545,008.72
Old Archer Court
Gainesville, FL
943,120.19
170,323.43
1,500,735.06
Old Mill Glen
Maynard, MA
1,927,014.37
396,755.99
2,652,232.60
Olde Redmond Place
Redmond, WA
(R)
4,807,100.00
14,126,038.08
Olivewood (MI)
Sterling Hts., MI
—
519,166.75
4,574,904.84
Olivewood I
Indianapolis, IN
—
184,701.38
1,627,420.44
Olivewood II
Indianapolis, IN
1,243,201.04
186,234.55
1,640,570.51
One Eton Square
Tulsa, OK
—
1,570,100.00
14,130,936.96
Orchard Ridge
Lynnwood, WA
—
485,600.00
4,372,032.68
Overlook
San Antonio, TX
—
1,100,200.00
9,901,516.56
Overlook Manor
Frederick, MD
—
1,299,100.00
3,930,931.05
Overlook Manor II
Frederick, MD
5,505,000.00
2,186,300.00
6,262,597.06
Overlook Manor III
Frederick, MD
—
1,026,300.00
3,027,389.58
Paces Station
Atlanta, GA
—
4,801,500.00
32,548,052.56
Palladia
Hillsboro, OR
—
6,461,000.00
44,888,155.82
Palm Place
Sarasota. FL
—
248,314.81
2,188,339.09
Panther Ridge
Federal Way, WA
—
1,055,800.00
9,506,116.69
Paradise Pointe
Dania, FL
—
1,913,414.15
17,417,955.82
Parc Royale
Houston, TX
—
2,223,000.00
11,936,832.68
Park Meadow
Gilbert, AZ
—
835,217.00
15,120,768.64
Park Place (MN)
Plymouth, MN
—
1,219,900.00
10,964,119.20
Park Place (TX)
Houston, TX
—
1,603,000.00
12,054,925.78
Park Place II
Plymouth, MN
—
1,216,100.00
10,951,697.51
Park Place West (CT)
West Hartford, CT
—
466,243.49
3,116,742.32
Park West (CA)
Los Angeles, CA
—
3,033,500.00
27,302,382.65
Park West (TX)
Austin, TX
—
648,705.00
4,738,541.73
Park West End (VA)
Richmond, VA
—
1,562,500.00
11,871,449.21
Parkfield
Denver, CO
—
8,330,000.00
28,646,351.96
Parkridge Place
Irving, TX
—
6,432,900.00
17,094,962.48
Parkside
Union City, CA
—
6,246,700.00
11,827,452.91
Parkview Terrace
Redlands, CA
—
4,969,200.00
35,653,777.06
Parkville (Col)
Columbus, OH
1,705,772.46
150,432.98
1,325,756.49
Parkville (IN)
Gas City, IN
717,872.59
103,434.26
911,493.58
Parkville (Par)
Englewood, OH
—
127,863.02
1,126,637.55
Parkville (WV)
Parkersburg, WV
—
105,459.86
929,406.33
Parkway North (REIT)
Ft. Meyers, FL
1,092,648.32
145,350.00
1,308,114.98
Parkwood (CT)
East Haven, CT
—
531,364.67
3,552,064.06
Patchen Oaks
Lexington, KY
—
1,345,300.00
8,129,209.54
Pembroke Lake
Virginia Beach, VA (T)
8,720,633.78
511,947.00
8,889,539.36
Phillips Park
Wellesley, MA
3,982,256.96
816,921.82
5,460,955.15
Pine Barrens
Jacksonville, FL
—
268,302.86
2,364,040.59
Pine Harbour
Orlando, FL
—
1,664,300.00
14,970,914.84
Pine Knoll
Jonesboro, GA
1,165,458.18
138,052.24
1,216,390.69
Pine Lake
Tampa, FL
625,367.83
79,876.79
703,801.58
Pine Meadows I (FL)
Ft. Meyers, FL
—
152,019.39
1,339,596.48
Pine Terrace I
Callaway, FL
2,069,237.89
288,991.84
2,546,426.41
Pine Tree Club
Wildwood, MO
—
1,125,000.00
7,017,082.20
Pinellas Pines
Pinellas Park, FL
10,436.71
174,999.26
1,541,934.20
Pines of Cloverlane
Ypsilanti, MI
—
1,907,800.00
16,767,519.36
Pines of Springdale
Palm Springs, FL
—
473,867.00
4,265,174.32
Plum Tree
Hales Corners, WI
(N)
1,996,700.00
20,247,195.39
Plumwood (Che)
Chesterfield, IN
62,288.50
84,922.60
748,260.67
Plumwood (For)
Ft. Wayne, IN
—
131,350.81
1,157,243.81
Plumwood I
Columbus, OH
1,639,286.01
289,814.33
2,553,597.34
Plumwood II
Columbus, OH
—
107,583.06
947,924.01
Point (NC)
Charlotte, NC
(S)
1,700,000.00
25,417,266.78
Pointe at South Mountain
Phoenix, AZ
—
2,228,800.00
20,059,310.98
Pointe East Condo, LLC
Redmond, WA
—
602,600.00
5,596,526.25
Polos East
Orlando, FL
—
1,386,000.00
19,058,620.04
Port Royale
Ft. Lauderdale, FL
—
1,754,200.00
15,789,873.13
Port Royale II
Ft. Lauderdale, FL
—
1,022,200.00
9,203,165.98
Port Royale III
Ft. Lauderdale, FL
—
7,454,900.00
14,743,153.65
Portland Center
Portland, OR (G)
—
6,032,900.00
43,554,398.53
Portofino
Chino Hills, CA
—
3,572,400.00
14,660,993.76
Portofino (Val)
Valencia, CA
14,584,025.13
8,640,000.00
21,487,126.27
Portside Towers
Jersey City, NJ (G)
55,396,562.90
22,455,700.00
96,842,912.99
Prairie Creek I
Richardson, TX
—
4,067,291.52
38,986,022.29
Preakness
Antioch, TN
—
1,561,900.00
7,668,520.58
Preserve at Squaw Peak
Phoenix, AZ
—
517,788.00
8,533,991.83
Preston at Willowbend
Plano, TX
—
872,500.00
7,878,915.24
Preston Bend
Dallas, TX
(M)
1,085,200.00
9,532,056.26
Princeton Court
Evansville, IN
865,248.93
116,696.04
1,028,219.32
Princeton Square
Jacksonville, FL
—
864,000.00
11,910,477.70
Promenade (FL)
St. Petersburg, FL
—
2,124,193.40
25,804,036.95
Promenade at Aventura
Aventura, FL
—
13,320,000.00
30,353,748.43
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures(A)
Oak Park North
—
532,875.33
1,706,900.00
15,895,541.27
Oak Park South
—
612,186.38
1,683,800.00
15,766,794.28
Oak Ridge
—
274,984.86
173,616.92
1,804,921.13
Oak Shade
—
117,785.01
229,403.00
2,139,075.40
Oakland Hills
—
513,577.17
3,040,000.00
5,444,180.78
Oakley Woods
—
196,435.14
165,448.86
1,653,919.92
Oaks (NC)
—
312,028.33
2,196,744.00
23,913,567.85
Oakwood Manor
—
57,315.40
173,246.93
1,583,288.33
Oakwood Village (FL)
—
309,646.00
177,280.95
1,594,657.00
Oakwood Village (GA)
—
135,629.33
161,174.07
1,555,748.56
Ocean Walk
—
965,706.32
2,838,748.50
26,510,715.04
Old Archer Court
—
266,819.12
170,323.43
1,767,554.18
Old Mill Glen
—
91,682.58
396,755.99
2,743,915.18
Olde Redmond Place
—
649,036.73
4,807,100.00
14,775,074.81
Olivewood (MI)
—
322,712.20
519,166.75
4,897,617.04
Olivewood I
—
250,979.35
184,701.38
1,878,399.79
Olivewood II
—
185,538.36
186,234.55
1,826,108.87
One Eton Square
—
1,955,967.84
1,570,100.00
16,086,904.80
Orchard Ridge
—
543,552.12
485,600.00
4,915,584.80
Overlook
—
1,276,644.21
1,100,200.00
11,178,160.77
Overlook Manor
—
614,124.42
1,299,100.00
4,545,055.47
Overlook Manor II
—
171,456.81
2,186,300.00
6,434,053.87
Overlook Manor III
—
83,657.93
1,026,300.00
3,111,047.51
Paces Station
—
3,289,398.45
4,801,500.00
35,837,451.01
Palladia
—
167,293.48
6,461,000.00
45,055,449.30
Palm Place
—
358,044.02
248,314.81
2,546,383.11
Panther Ridge
—
867,125.54
1,055,800.00
10,373,242.23
Paradise Pointe
—
2,529,302.73
1,913,414.15
19,947,258.55
Parc Royale
—
795,442.33
2,223,000.00
12,732,275.01
Park Meadow
—
622,335.84
835,217.00
15,743,104.48
Park Place (MN)
—
918,013.31
1,219,900.00
11,882,132.51
Park Place (TX)
—
362,985.92
1,603,000.00
12,417,911.70
Park Place II
—
749,454.07
1,216,100.00
11,701,151.58
Park Place West (CT)
—
116,924.24
466,243.49
3,233,666.56
Park West (CA)
—
2,000,415.18
3,033,500.00
29,302,797.83
Park West (TX)
—
957,192.18
648,705.00
5,695,733.91
Park West End (VA)
—
817,721.91
1,562,500.00
12,689,171.12
Parkfield
—
215,206.34
8,330,000.00
28,861,558.30
Parkridge Place
—
1,268,947.95
6,432,900.00
18,363,910.43
Parkside
—
2,220,344.20
6,246,700.00
14,047,797.11
Parkview Terrace
—
1,241,722.12
4,969,200.00
36,895,499.18
Parkville (Col)
—
245,383.55
150,432.98
1,571,140.04
Parkville (IN)
—
126,384.05
103,434.26
1,037,877.63
Parkville (Par)
—
117,955.07
127,863.02
1,244,592.62
Parkville (WV)
—
95,664.16
105,459.86
1,025,070.49
Parkway North (REIT)
—
80,792.90
145,350.00
1,388,907.88
Parkwood (CT)
—
68,341.52
531,364.67
3,620,405.58
Patchen Oaks
—
639,217.08
1,345,300.00
8,768,426.62
Pembroke Lake
—
591,742.76
511,947.00
9,481,282.12
Phillips Park
—
78,291.48
816,921.82
5,539,246.63
Pine Barrens
—
236,475.48
268,302.86
2,600,516.07
Pine Harbour
—
1,474,181.50
1,664,300.00
16,445,096.34
Pine Knoll
—
116,486.55
138,052.24
1,332,877.24
Pine Lake
—
71,473.49
79,876.79
775,275.07
Pine Meadows I (FL)
—
323,906.83
152,019.39
1,663,503.31
Pine Terrace I
—
456,044.68
288,991.84
3,002,471.09
Pine Tree Club
—
410,004.50
1,125,000.00
7,427,086.70
Pinellas Pines
—
199,885.02
174,999.26
1,741,819.22
Pines of Cloverlane
—
5,405,873.97
1,907,800.00
22,173,393.33
Pines of Springdale
—
970,267.17
473,867.00
5,235,441.49
Plum Tree
—
834,290.96
1,996,700.00
21,081,486.35
Plumwood (Che)
—
77,275.99
84,922.60
825,536.66
Plumwood (For)
—
147,101.39
131,350.81
1,304,345.20
Plumwood I
—
313,222.60
289,814.33
2,866,819.94
Plumwood II
—
80,246.31
107,583.06
1,028,170.32
Point (NC)
—
321,242.34
1,700,000.00
25,738,509.12
Pointe at South Mountain
—
1,092,343.96
2,228,800.00
21,151,654.94
Pointe East Condo, LLC
—
400,433.41
602,600.00
5,996,959.66
Polos East
—
634,480.98
1,386,000.00
19,693,101.02
Port Royale
—
1,271,364.27
1,754,200.00
17,061,237.40
Port Royale II
—
794,671.32
1,022,200.00
9,997,837.30
Port Royale III
—
1,071,946.36
7,454,900.00
15,815,100.01
Portland Center
—
3,487,178.82
6,032,900.00
47,041,577.35
Portofino
—
395,597.69
3,572,400.00
15,056,591.45
Portofino (Val)
—
288,784.82
8,640,000.00
21,775,911.09
Portside Towers
—
2,205,372.25
22,455,700.00
99,048,285.24
Prairie Creek I
—
560,894.85
4,067,291.52
39,546,917.14
Preakness
—
1,548,008.89
1,561,900.00
9,216,529.47
Preserve at Squaw Peak
—
309,724.28
517,788.00
8,843,716.11
Preston at Willowbend
—
2,571,345.90
872,500.00
10,450,261.14
Preston Bend
—
659,236.79
1,085,200.00
10,191,293.05
Princeton Court
—
193,638.17
116,696.04
1,221,857.49
Princeton Square
—
605,199.08
864,000.00
12,515,676.78
Promenade (FL)
—
1,261,398.23
2,124,193.40
27,065,435.18
Promenade at Aventura
—
339,724.27
13,320,000.00
30,693,472.70
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Oak Park North
17,602,441.27
(4,124,874.79
)
1990
30 Years
Oak Park South
17,450,594.28
(4,143,978.20
)
1989
30 Years
Oak Ridge
1,978,538.05
(245,925.95
)
1985
30 Years
Oak Shade
2,368,478.40
(273,754.65
)
1985
30 Years
Oakland Hills
8,484,180.78
(531,463.77
)
1987
30 Years
Oakley Woods
1,819,368.78
(227,165.02
)
1984
30 Years
Oaks (NC)
26,110,311.85
(3,657,832.39
)
1996
30 Years
Oakwood Manor
1,756,535.26
(200,013.13
)
1986
30 Years
Oakwood Village (FL)
1,771,937.95
(233,043.77
)
1986
30 Years
Oakwood Village (GA)
1,716,922.63
(197,384.04
)
1985
30 Years
Ocean Walk
29,349,463.54
(4,899,446.55
)
1990
30 Years
Old Archer Court
1,937,877.61
(253,974.67
)
1977
30 Years
Old Mill Glen
3,140,671.17
(224,631.47
)
1983
30 Years
Olde Redmond Place
19,582,174.81
(2,445,905.27
)
1986
30 Years
Olivewood (MI)
5,416,783.79
(626,462.52
)
1986
30 Years
Olivewood I
2,063,101.17
(256,860.61
)
1985
30 Years
Olivewood II
2,012,343.42
(239,256.95
)
1986
30 Years
One Eton Square
17,657,004.80
(3,776,803.33
)
1985
30 Years
Orchard Ridge
5,401,184.80
(1,583,021.44
)
1988
30 Years
Overlook
12,278,360.77
(2,765,538.07
)
1985
30 Years
Overlook Manor
5,844,155.47
(820,329.71
)
1980/1985
30 Years
Overlook Manor II
8,620,353.87
(1,136,672.62
)
1980/1985
30 Years
Overlook Manor III
4,137,347.51
(533,632.71
)
1980/1985
30 Years
Paces Station
40,638,951.01
(7,924,006.70
)
1984-1988/1989
30 Years
Palladia
51,516,449.30
(2,190,488.62
)
2000
30 Years
Palm Place
2,794,697.92
(348,604.53
)
1984
30 Years
Panther Ridge
11,429,042.23
(2,474,737.50
)
1980
30 Years
Paradise Pointe
21,860,672.70
(5,991,328.13
)
1987-90
30 Years
Parc Royale
14,955,275.01
(1,895,800.74
)
1994
30 Years
Park Meadow
16,578,321.48
(2,976,819.75
)
1986
30 Years
Park Place (MN)
13,102,032.51
(3,136,398.39
)
1986
30 Years
Park Place (TX)
14,020,911.70
(2,313,231.39
)
1996
30 Years
Park Place II
12,917,251.58
(2,997,738.17
)
1986
30 Years
Park Place West (CT)
3,699,910.05
(264,951.46
)
1961
30 Years
Park West (CA)
32,336,297.83
(7,935,898.53
)
1987/90
30 Years
Park West (TX)
6,344,438.91
(2,081,951.08
)
1985
30 Years
Park West End (VA)
14,251,671.12
(2,488,524.92
)
1985
30 Years
Parkfield
37,191,558.30
(2,123,297.80
)
2000
30 Years
Parkridge Place
24,796,810.43
(3,929,267.72
)
1985
30 Years
Parkside
20,294,497.11
(2,556,784.29
)
1979
30 Years
Parkview Terrace
41,864,699.18
(6,840,789.56
)
1986
30 Years
Parkville (Col)
1,721,573.02
(244,776.86
)
1978
30 Years
Parkville (IN)
1,141,311.89
(146,656.54
)
1982
30 Years
Parkville (Par)
1,372,455.64
(158,017.29
)
1982
30 Years
Parkville (WV)
1,130,530.35
(130,099.16
)
1982
30 Years
Parkway North (REIT)
1,534,257.88
(112,063.47
)
1984
30 Years
Parkwood (CT)
4,151,770.25
(307,263.89
)
1975
30 Years
Patchen Oaks
10,113,726.62
(1,634,205.39
)
1990
30 Years
Pembroke Lake
9,993,229.12
(1,186,728.52
)
1975
30 Years
Phillips Park
6,356,168.45
(423,017.01
)
1988
30 Years
Pine Barrens
2,868,818.93
(342,795.63
)
1986
30 Years
Pine Harbour
18,109,396.34
(5,644,888.98
)
1991
30 Years
Pine Knoll
1,470,929.48
(162,752.96
)
1985
30 Years
Pine Lake
855,151.86
(101,278.07
)
1982
30 Years
Pine Meadows I (FL)
1,815,522.70
(253,479.68
)
1985
30 Years
Pine Terrace I
3,291,462.93
(449,155.39
)
1983
30 Years
Pine Tree Club
8,552,086.70
(1,063,544.52
)
1986
30 Years
Pinellas Pines
1,916,818.48
(223,204.58
)
1983
30 Years
Pines of Cloverlane
24,081,193.33
(7,414,920.18
)
1975-79
30 Years
Pines of Springdale
5,709,308.49
(1,890,337.35
)
1985/87
30 Years
Plum Tree
23,078,186.35
(3,884,590.92
)
1989
30 Years
Plumwood (Che)
910,459.26
(107,622.39
)
1980
30 Years
Plumwood (For)
1,435,696.01
(182,425.38
)
1981
30 Years
Plumwood I
3,156,634.27
(375,254.16
)
1978
30 Years
Plumwood II
1,135,753.38
(126,507.44
)
1983
30 Years
Point (NC)
27,438,509.12
(3,917,791.85
)
1996
30 Years
Pointe at South Mountain
23,380,454.94
(4,647,638.83
)
1988
30 Years
Pointe East Condo, LLC
6,599,559.66
(1,770,500.28
)
1988
30 Years
Polos East
21,079,101.02
(3,106,816.26
)
1991
30 Years
Port Royale
18,815,437.40
(5,245,636.30
)
1988
30 Years
Port Royale II
11,020,037.30
(2,729,874.55
)
1988
30 Years
Port Royale III
23,270,000.01
(3,491,865.36
)
1988
30 Years
Portland Center
53,074,477.35
(7,615,609.84
)
1965
30 Years
Portofino
18,628,991.45
(2,802,413.76
)
1989
30 Years
Portofino (Val)
30,415,911.09
(1,560,945.68
)
1989
30 Years
Portside Towers
121,503,985.24
(15,701,096.19
)
1992/1997
30 Years
Prairie Creek I
43,614,208.66
(5,370,898.68
)
1998/99
30 Years
Preakness
10,778,429.47
(2,172,061.17
)
1986
30 Years
Preserve at Squaw Peak
9,361,504.11
(1,679,679.05
)
1990
30 Years
Preston at Willowbend
11,322,761.14
(3,823,384.91
)
1985
30 Years
Preston Bend
11,276,493.05
(2,342,010.41
)
1986
30 Years
Princeton Court
1,338,553.53
(164,895.88
)
1985
30 Years
Princeton Square
13,379,676.78
(2,031,423.67
)
1984
30 Years
Promenade (FL)
29,189,628.58
(4,106,405.23
)
1994
30 Years
Promenade at Aventura
44,013,472.70
(1,919,115.18
)
1995
30 Years
S - 8
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31,
1997 was approximately $6.2 billion. (C)2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Promenade at Wyndham Lakes
Coral Springs, FL
—
6,640,000.00
26,743,759.79
Promenade Terrace
Corona, CA
14,673,985.07
2,282,800.00
20,546,289.38
Promontory Pointe I & II
Phoenix, AZ
—
2,355,509.00
30,421,839.60
Prospect Towers
Hackensack, NJ
14,098,134.08
3,926,600.00
27,966,416.19
Prospect Towers II
Hackensack, NJ
—
4,500,000.00
32,988,329.41
Providence at Kirby
Houston, TX
18,338,179.50
3,945,000.00
20,587,666.33
Pueblo Villas
Albuquerque, NM
—
855,600.00
7,694,320.11
Quail Call
Albany, GA
684,084.74
104,723.44
922,727.65
Ramblewood I (Val)
Valdosta, GA
—
132,083.69
1,163,801.21
Ramblewood II (Aug)
Augusta, GA
—
169,269.38
1,490,782.67
Ramblewood II (Val)
Valdosta, GA
—
61,672.12
543,398.57
Ranchside
New Port Richey, FL
—
144,692.45
1,274,898.15
Ranchstone
Houston, TX
—
770,000.00
15,371,430.67
Ravens Crest
Plainsboro, NJ
—
4,670,850.00
42,080,642.31
Ravinia
Greenfield, WI
(N)
1,240,100.00
12,055,713.24
Red Deer I
Fairborn, OH
—
204,316.78
1,800,253.53
Red Deer II
Fairborn, OH
—
193,851.63
1,708,044.09
Redan Village I
Decatur, GA
—
274,294.48
2,416,963.33
Redan Village II
Decatur, GA
—
240,605.46
2,119,855.32
Redlands Lawn and Tennis
Redlands, CA
—
4,822,320.00
26,359,328.48
Regency
Charlotte, NC
—
890,000.00
11,783,919.89
Regency Palms
Huntington Beach, CA
—
1,857,400.00
16,713,253.54
Remington Place
Pheonix, AZ
—
1,492,750.00
13,377,478.30
Reserve at Ashley Lake
Boynton Beach, FL
24,150,000.00
3,520,400.00
23,332,493.58
Reserve at Fairfax Corners
Fairfax, VA
—
15,804,057.13
63,216,228.51
Reserve Square Combined
Cleveland, OH (G)
—
2,618,851.89
23,582,868.99
Retreat, The
Phoenix, AZ
(S)
3,475,114.00
27,265,251.81
Ribbon Mill
Manchester, CT
4,414,097.57
787,929.00
5,267,144.05
Richmond Townhomes
Houston, TX
—
940,000.00
13,906,905.00
Ridgewood (Lou)
Louisville, KY
—
163,685.89
1,442,301.06
Ridgewood (MI)
Westland, MI
1,161,530.68
176,968.96
1,559,588.43
Ridgewood (Rus)
Russellville, KY
740,727.67
69,156.10
609,340.64
Ridgewood I (Bed)
Bedford, IN
818,907.23
107,119.92
943,843.19
Ridgewood I (Elk)
Elkhart, IN
—
159,371.17
1,404,233.72
Ridgewood I (GA)
Decatur, GA
1,326,579.20
230,574.17
2,031,609.72
Ridgewood I (Lex)
Lexington, KY
—
203,719.66
1,794,792.23
Ridgewood I (OH)
Columbus, OH
1,160,738.69
174,065.87
1,534,135.00
Ridgewood II (Bed)
Bedford, IN
848,893.80
99,558.74
877,220.98
Ridgewood II (Elk)
Elkhart, IN
—
215,334.70
1,897,333.39
Ridgewood II (GA)
Decatur, GA
954,440.18
164,999.02
1,453,626.21
Ridgewood II (OH)
Columbus, OH
1,122,047.40
162,913.98
1,435,647.68
Ridgewood Village
San Diego, CA
(J)
5,761,500.00
14,032,510.64
Ridgewood Village II
San Diego, CA
—
6,048,000.00
19,971,537.18
Rincon
Houston, TX
—
4,401,900.00
16,734,745.75
River Glen I
Reynoldsburg, OH
—
171,271.91
1,508,892.15
River Glen II
Reynoldsburg, OH
1,119,412.57
158,683.55
1,398,175.02
River Hill
Grand Prairie, TX
—
2,004,000.00
19,272,943.71
River Oaks (CA)
Oceanside, CA
10,438,479.00
5,600,000.00
20,673,713.81
River Park
Fort Worth, TX
7,353,502.23
2,245,400.00
8,811,726.50
Rivers Bend (CT)
Windsor, CT
(P)
3,325,516.73
22,230,398.58
Rivers Edge
Waterbury, CT
—
781,900.00
6,561,167.21
Rivers End I
Jacksonville, FL
1,343,119.61
171,744.81
1,507,064.67
Rivers End II
Jacksonville, FL
—
190,687.68
1,680,171.28
River Pointe at Den Rock Park
Lawrence, MA
18,100,000.00
4,615,702.11
18,406,208.83
Riverside Park
Tulsa, OK
—
1,441,400.00
12,371,637.06
Riverview Condominiums
Norwalk, CT
6,125,037.67
2,300,000.00
7,406,729.78
Roanoke
Rochester Hills, MI
40,500.00
369,911.16
3,259,270.40
Rock Creek
Corrboro, NC
—
895,700.00
8,062,542.86
Rockingham Glen
West Roxbury, MA
2,395,953.57
1,124,216.91
7,515,159.93
Rolido Parque
Houston, TX
6,830,444.31
2,955,900.00
7,931,879.77
Rolling Green (Amherst)
Amherst, MA
3,927,835.67
1,340,701.85
8,962,317.43
Rolling Green (Fall River)
Fall River, MA
7,832,720.51
2,481,821.11
16,780,359.12
Rolling Green (Milford)
Milford, MA
7,791,026.73
2,012,350.35
13,452,150.14
Rosecliff
Quincy, MA
—
5,460,000.00
15,722,948.35
Rosehill Pointe
Lenexa, KS
(R)
2,093,300.00
18,863,514.87
Rosewood (KY)
Louisville, KY
—
253,452.90
2,233,196.22
Rosewood (OH)
Columbus, OH
—
212,378.37
1,871,185.91
Rosewood Commons I
Indianapolis, IN
1,780,506.79
228,644.39
2,014,652.29
Rosewood Commons II
Indianapolis, IN
—
220,463.03
1,942,519.54
Royal Oak
Eagan, MN
13,139,491.00
1,602,903.51
14,423,662.47
Royal Oaks (FL)
Jacksonville, FL
—
1,988,000.00
13,645,117.44
Royale
Cranston, RI
(P)
512,785.47
3,427,865.91
Sabal Palm at Boot Ranch
Palm Harbor, FL
—
3,888,000.00
28,923,691.69
Sabal Palm at Carrollwood Place
Tampa, FL
—
3,888,000.00
26,911,542.48
Sabal Palm at Lake Buena Vista
Orlando, FL
21,170,000.00
2,800,000.00
23,687,892.95
Sabal Palm at Metrowest
Orlando, FL
—
4,110,000.00
38,394,864.86
Sabal Palm at Metrowest II
Orlando, FL
—
4,560,000.00
33,907,282.83
Sabal Pointe
Coral Springs, FL
—
1,951,600.00
17,570,507.92
Saddle Ridge
Ashburn, VA
—
1,364,800.00
12,283,616.32
Sailboat Bay
Raleigh, NC
—
960,000.00
8,797,579.84
St. Andrews at Winston Park
Coconut Creek, FL
—
5,680,000.00
19,812,090.27
Sandalwood
Toledo, OH
1,062,692.38
151,926.23
1,338,635.64
Sandpiper II
Fort Pierce, FL
—
155,495.65
1,369,987.12
Sanford Court
Sanford, FL
1,681,432.84
238,814.10
2,104,212.44
Savannah Lakes
Boynton Beach, FL
—
7,000,000.00
30,422,606.70
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures(A)
Promenade at Wyndham Lakes
—
236,026.23
6,640,000.00
26,979,786.02
Promenade Terrace
—
1,105,005.11
2,282,800.00
21,651,294.49
Promontory Pointe I & II
—
1,163,229.75
2,355,509.00
31,585,069.35
Prospect Towers
—
2,147,267.17
3,926,600.00
30,113,683.36
Prospect Towers II
—
4,914.05
4,500,000.00
32,993,243.46
Providence at Kirby
—
215.42
3,945,000.00
20,587,881.75
Pueblo Villas
—
1,761,637.56
855,600.00
9,455,957.67
Quail Call
—
119,621.30
104,723.44
1,042,348.95
Ramblewood I (Val)
—
87,961.53
132,083.69
1,251,762.74
Ramblewood II (Aug)
—
274,767.43
169,269.38
1,765,550.10
Ramblewood II (Val)
—
27,993.36
61,672.12
571,391.93
Ranchside
—
148,381.27
144,692.45
1,423,279.42
Ranchstone
—
276,946.71
770,000.00
15,648,377.38
Ravens Crest
—
3,994,205.46
4,670,850.00
46,074,847.77
Ravinia
—
467,929.39
1,240,100.00
12,523,642.63
Red Deer I
—
150,334.81
204,316.78
1,950,588.34
Red Deer II
—
118,587.57
193,851.63
1,826,631.66
Redan Village I
—
197,796.89
274,294.48
2,614,760.22
Redan Village II
—
124,469.73
240,605.46
2,244,325.05
Redlands Lawn and Tennis
—
1,450,244.71
4,822,320.00
27,809,573.19
Regency
—
629,719.36
890,000.00
12,413,639.25
Regency Palms
—
1,564,041.57
1,857,400.00
18,277,295.11
Remington Place
—
1,958,692.37
1,492,750.00
15,336,170.67
Reserve at Ashley Lake
—
1,103,926.95
3,520,400.00
24,436,420.53
Reserve at Fairfax Corners
—
76,720.86
15,804,057.13
63,292,949.37
Reserve Square Combined
—
15,256,869.81
2,618,851.89
38,839,738.80
Retreat, The
—
322,549.15
3,475,114.00
27,587,800.96
Ribbon Mill
—
147,463.42
787,929.00
5,414,607.47
Richmond Townhomes
—
417,479.69
940,000.00
14,324,384.69
Ridgewood (Lou)
—
71,899.84
163,685.89
1,514,200.90
Ridgewood (MI)
—
167,332.53
176,968.96
1,726,920.96
Ridgewood (Rus)
—
86,322.11
69,156.10
695,662.75
Ridgewood I (Bed)
—
101,351.24
107,119.92
1,045,194.43
Ridgewood I (Elk)
—
212,345.51
159,371.17
1,616,579.23
Ridgewood I (GA)
—
150,802.86
230,574.17
2,182,412.58
Ridgewood I (Lex)
—
134,781.13
203,719.66
1,929,573.36
Ridgewood I (OH)
—
173,832.87
174,065.87
1,707,967.87
Ridgewood II (Bed)
—
77,856.59
99,558.74
955,077.57
Ridgewood II (Elk)
—
282,705.39
215,334.70
2,180,038.78
Ridgewood II (GA)
—
74,596.35
164,999.02
1,528,222.56
Ridgewood II (OH)
—
127,959.64
162,913.98
1,563,607.32
Ridgewood Village
—
139,324.91
5,761,500.00
14,171,835.55
Ridgewood Village II
—
28,679.67
6,048,000.00
20,000,216.85
Rincon
—
630,259.78
4,401,900.00
17,365,005.53
River Glen I
—
102,834.57
171,271.91
1,611,726.72
River Glen II
—
133,473.39
158,683.55
1,531,648.41
River Hill
—
649,143.04
2,004,000.00
19,922,086.75
River Oaks (CA)
—
524,622.09
5,600,000.00
21,198,335.90
River Park
—
1,789,868.90
2,245,400.00
10,601,595.40
Rivers Bend (CT)
—
228,536.08
3,325,516.73
22,458,934.66
Rivers Edge
—
342,197.03
781,900.00
6,903,364.24
Rivers End I
—
192,458.75
171,744.81
1,699,523.42
Rivers End II
—
168,670.63
190,687.68
1,848,841.91
River Pointe at Den Rock Park
—
—
4,615,702.11
18,406,208.83
Riverside Park
—
563,104.54
1,441,400.00
12,934,741.60
Riverview Condominiums
—
748,809.82
2,300,000.00
8,155,539.60
Roanoke
—
160,269.11
369,911.16
3,419,539.51
Rock Creek
—
671,043.01
895,700.00
8,733,585.87
Rockingham Glen
—
177,529.83
1,124,216.91
7,692,689.76
Rolido Parque
—
1,306,358.06
2,955,900.00
9,238,237.83
Rolling Green (Amherst)
—
454,891.94
1,340,701.85
9,417,209.37
Rolling Green (Fall River)
—
730,420.64
2,481,821.11
17,510,779.76
Rolling Green (Milford)
—
867,111.96
2,012,350.35
14,319,262.10
Rosecliff
—
55,958.02
5,460,000.00
15,778,906.37
Rosehill Pointe
—
3,229,392.58
2,093,300.00
22,092,907.45
Rosewood (KY)
—
218,410.03
253,452.90
2,451,606.25
Rosewood (OH)
—
227,442.54
212,378.37
2,098,628.45
Rosewood Commons I
—
213,438.48
228,644.39
2,228,090.77
Rosewood Commons II
—
163,163.28
220,463.03
2,105,682.82
Royal Oak
—
791,337.95
1,602,903.51
15,215,000.42
Royal Oaks (FL)
—
547,560.55
1,988,000.00
14,192,677.99
Royale
—
105,581.62
512,785.47
3,533,447.53
Sabal Palm at Boot Ranch
—
951,788.76
3,888,000.00
29,875,480.45
Sabal Palm at Carrollwood Place
—
639,972.72
3,888,000.00
27,551,515.20
Sabal Palm at Lake Buena Vista
—
832,921.40
2,800,000.00
24,520,814.35
Sabal Palm at Metrowest
—
1,077,090.21
4,110,000.00
39,471,955.07
Sabal Palm at Metrowest II
—
457,514.75
4,560,000.00
34,364,797.58
Sabal Pointe
—
1,637,018.52
1,951,600.00
19,207,526.44
Saddle Ridge
—
762,469.97
1,364,800.00
13,046,086.29
Sailboat Bay
—
406,975.50
960,000.00
9,204,555.34
St. Andrews at Winston Park
—
135,605.24
5,680,000.00
19,947,695.51
Sandalwood
—
63,494.07
151,926.23
1,402,129.71
Sandpiper II
—
306,312.63
155,495.65
1,676,299.75
Sanford Court
—
295,136.86
238,814.10
2,399,349.30
Savannah Lakes
—
72,807.26
7,000,000.00
30,495,413.96
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Promenade at Wyndham Lakes
33,619,786.02
(2,419,285.12
)
1998
30 Years
Promenade Terrace
23,934,094.49
(5,177,431.95
)
1990
30 Years
Promontory Pointe I & II
33,940,578.35
(5,915,984.99
)
1984/1996
30 Years
Prospect Towers
34,040,283.36
(5,171,207.86
)
1995
30 Years
Prospect Towers II
37,493,243.46
(586,316.61
)
2002
30 Years
Providence at Kirby
24,532,881.75
(68,096.95
)
1999
30 Years
Pueblo Villas
10,311,557.67
(2,723,921.65
)
1975
30 Years
Quail Call
1,147,072.39
(153,869.35
)
1984
30 Years
Ramblewood I (Val)
1,383,846.43
(164,670.21
)
1983
30 Years
Ramblewood II (Aug)
1,934,819.48
(255,688.81
)
1986
30 Years
Ramblewood II (Val)
633,064.05
(75,448.32
)
1983
30 Years
Ranchside
1,567,971.87
(190,994.64
)
1985
30 Years
Ranchstone
16,418,377.38
(2,412,056.59
)
1996
30 Years
Ravens Crest
50,745,697.77
(14,616,778.19
)
1984
30 Years
Ravinia
13,763,742.63
(2,330,780.77
)
1991
30 Years
Red Deer I
2,154,905.12
(244,784.45
)
1986
30 Years
Red Deer II
2,020,483.29
(227,385.90
)
1987
30 Years
Redan Village I
2,889,054.70
(332,444.35
)
1984
30 Years
Redan Village II
2,484,930.51
(273,768.11
)
1986
30 Years
Redlands Lawn and Tennis
32,631,893.19
(5,348,475.44
)
1986
30 Years
Regency
13,303,639.25
(1,942,899.42
)
1986
30 Years
Regency Palms
20,134,695.11
(4,770,275.62
)
1969
30 Years
Remington Place
16,828,920.67
(4,166,676.06
)
1983
30 Years
Reserve at Ashley Lake
27,956,820.53
(4,751,256.08
)
1990
30 Years
Reserve at Fairfax Corners
79,097,006.50
(407,712.06
)
2001
30 Years
Reserve Square Combined
41,458,590.69
(15,856,039.43
)
1973
30 Years
Retreat, The
31,062,914.96
(3,540,432.38
)
1999
30 Years
Ribbon Mill
6,202,536.47
(435,437.24
)
1908
30 Years
Richmond Townhomes
15,264,384.69
(2,229,797.16
)
1995
30 Years
Ridgewood (Lou)
1,677,886.79
(186,061.50
)
1984
30 Years
Ridgewood (MI)
1,903,889.92
(216,625.82
)
1983
30 Years
Ridgewood (Rus)
764,818.85
(107,262.68
)
1984
30 Years
Ridgewood I (Bed)
1,152,314.35
(143,234.10
)
1984
30 Years
Ridgewood I (Elk)
1,775,950.40
(215,866.26
)
1984
30 Years
Ridgewood I (GA)
2,412,986.75
(274,469.89
)
1984
30 Years
Ridgewood I (Lex)
2,133,293.02
(241,712.24
)
1984
30 Years
Ridgewood I (OH)
1,882,033.74
(218,162.26
)
1984
30 Years
Ridgewood II (Bed)
1,054,636.31
(129,722.95
)
1986
30 Years
Ridgewood II (Elk)
2,395,373.48
(299,692.76
)
1986
30 Years
Ridgewood II (GA)
1,693,221.58
(185,620.14
)
1986
30 Years
Ridgewood II (OH)
1,726,521.30
(200,311.82
)
1985
30 Years
Ridgewood Village
19,933,335.55
(2,554,075.83
)
1997
30 Years
Ridgewood Village II
26,048,216.85
(1,511,868.82
)
1997
30 Years
Rincon
21,766,905.53
(3,571,362.26
)
1996
30 Years
River Glen I
1,782,998.63
(199,011.16
)
1987
30 Years
River Glen II
1,690,331.96
(183,384.77
)
1987
30 Years
River Hill
21,926,086.75
(3,141,832.16
)
1996
30 Years
River Oaks (CA)
26,798,335.90
(1,514,304.00
)
1984
30 Years
River Park
12,846,995.40
(2,158,402.47
)
1984
30 Years
Rivers Bend (CT)
25,784,451.39
(1,784,770.69
)
1973
30 Years
Rivers Edge
7,685,264.24
(1,196,445.82
)
1974
30 Years
Rivers End I
1,871,268.23
(226,129.81
)
1986
30 Years
Rivers End II
2,039,529.59
(244,063.85
)
1986
30 Years
River Pointe at Den Rock Park
23,021,910.94
—
2000
30 Years
Riverside Park
14,376,141.60
(2,619,595.36
)
1994
30 Years
Riverview Condominiums
10,455,539.60
(609,557.75
)
1991
30 Years
Roanoke
3,789,450.67
(415,987.31
)
1985
30 Years
Rock Creek
9,629,285.87
(2,098,864.53
)
1986
30 Years
Rockingham Glen
8,816,906.67
(632,324.37
)
1974
30 Years
Rolido Parque
12,194,137.83
(2,128,163.25
)
1978
30 Years
Rolling Green (Amherst)
10,757,911.22
(800,919.63
)
1970
30 Years
Rolling Green (Fall River)
19,992,600.87
(1,519,323.33
)
1971
30 Years
Rolling Green (Milford)
16,331,612.45
(1,245,454.47
)
1970
30 Years
Rosecliff
21,238,906.37
(1,915,722.63
)
1990
30 Years
Rosehill Pointe
24,186,207.45
(6,327,029.73
)
1984
30 Years
Rosewood (KY)
2,705,059.15
(300,448.90
)
1984
30 Years
Rosewood (OH)
2,311,006.82
(271,061.90
)
1985
30 Years
Rosewood Commons I
2,456,735.16
(306,776.85
)
1986
30 Years
Rosewood Commons II
2,326,145.85
(279,542.53
)
1987
30 Years
Royal Oak
16,817,903.93
(2,953,451.43
)
1989
30 Years
Royal Oaks (FL)
16,180,677.99
(2,300,536.06
)
1991
30 Years
Royale
4,046,233.00
(291,644.79
)
1976
30 Years
Sabal Palm at Boot Ranch
33,763,480.45
(4,612,557.84
)
1996
30 Years
Sabal Palm at Carrollwood Place
31,439,515.20
(4,257,852.51
)
1995
30 Years
Sabal Palm at Lake Buena Vista
27,320,814.35
(3,899,611.72
)
1988
30 Years
Sabal Palm at Metrowest
43,581,955.07
(5,973,716.16
)
1998
30 Years
Sabal Palm at Metrowest II
38,924,797.58
(5,227,802.71
)
1997
30 Years
Sabal Pointe
21,159,126.44
(4,678,294.78
)
1995
30 Years
Saddle Ridge
14,410,886.29
(3,464,047.40
)
1989
30 Years
Sailboat Bay
10,164,555.34
(1,509,935.68
)
1986
30 Years
St. Andrews at Winston Park
25,627,695.51
(473,938.27
)
1997
30 Years
Sandalwood
1,554,055.94
(171,824.61
)
1984
30 Years
Sandpiper II
1,831,795.40
(248,159.44
)
1982
30 Years
Sanford Court
2,638,163.40
(333,865.38
)
1976
30 Years
Savannah Lakes
37,495,413.96
(520,699.07
)
1991
30 Years
S - 9
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Scarborough Square
Rockville, MD
4,949,751.44
1,815,000.00
7,608,125.57
Schooner Bay I
Foster City, CA
27,000,000.00
5,345,000.00
16,545,650.58
Schooner Bay II
Foster City, CA
23,760,000.00
4,550,000.00
14,607,258.63
Scottsdale Meadows
Scottsdale, AZ
—
1,512,000.00
11,407,698.76
Security Manor
Westfield, MA
(P)
355,456.23
2,376,152.12
Sedona Springs
Austin, TX
(S)
2,574,000.00
23,477,042.72
Seeley Lake
Lakewood, WA
—
2,760,400.00
24,845,286.28
Settlers Point
Salt Lake City, UT
—
1,715,100.00
15,437,046.26
Seventh & James
Seattle, WA
—
663,800.00
5,974,802.99
Shadetree
West Palm Beach, FL
—
532,000.00
1,420,721.36
Shadow Bay I
Jacksonville, FL
—
123,318.51
1,086,720.43
Shadow Bay II
Jacksonville, FL
953,942.18
139,708.74
1,231,134.03
Shadow Brook
Scottsdale, AZ
—
3,065,496.00
18,367,686.39
Shadow Lake
Doraville, GA
—
1,140,000.00
13,117,276.66
Shadow Ridge
Tallahassee, FL
—
150,326.51
1,324,061.38
Shadow Trace
Stone Mountain, GA
—
244,320.39
2,152,728.92
Shadowood I
Sarasota, FL
600,000.00
157,660.55
1,389,061.24
Shadowood II
Sarasota, FL
1,165,302.92
152,030.92
1,339,469.12
Sheffield Court
Arlington, VA
—
3,349,350.00
31,960,799.88
Sherbrook (IN)
Indianapolis, IN
1,597,767.51
171,920.49
1,514,706.88
Sherbrook (OH)
Columbus, OH
1,064,011.07
163,493.35
1,440,035.77
Sherbrook (PA)
Wexford, PA
—
279,665.03
2,464,403.71
Shoal Run
Birmingham, AL
—
1,380,000.00
12,218,577.43
Siena Terrace
Lake Forest, CA
17,814,299.72
8,900,000.00
24,083,023.60
Silver Creek
Phoenix, AZ
—
712,102.00
6,707,495.59
Silver Forest
Ocala, FL
825,954.02
126,535.69
1,114,917.31
Silver Shadow
Las Vegas, NV
—
953,440.00
8,599,510.80
Silver Springs (FL)
Jacksonville, FL
—
1,831,100.00
16,474,734.54
Silverwood
Mission, KS
(M)
1,230,000.00
11,070,904.41
Sky Pines I
Orlando, FL
2,203,000.17
349,028.75
3,075,448.67
Sky Ridge
Woodstock, GA
—
437,373.49
3,853,792.10
Skycrest
Valencia, CA
18,138,338.01
10,560,000.00
25,574,457.27
Skylark
Union City, CA
—
1,781,600.00
16,731,915.87
Skyview
Rancho Santa Margarita, CA
—
3,380,000.00
21,953,151.07
Slate Run (Hop)
Hopkinsville, KY
—
91,303.73
804,535.36
Slate Run (Ind)
Indianapolis, IN
1,953,399.94
295,593.01
2,604,496.55
Slate Run (Leb)
Lebanon, IN
1,185,948.26
154,060.96
1,357,444.95
Slate Run (Mia)
Miamisburg, OH
816,516.69
136,064.79
1,198,879.10
Slate Run I (Lou)
Louisville, KY
—
179,765.59
1,583,930.73
Slate Run II (Lou)
Louisville, KY
1,123,961.26
167,722.89
1,477,722.46
Smoketree Polo Club
Indio, CA
8,050,000.00
867,200.00
6,971,076.37
Sommerset Place
Raleigh, NC
—
360,000.00
7,800,205.70
Sonata at Cherry Creek
Denver, CO
—
5,490,000.00
18,130,479.26
Songbird
San Antonio, TX
—
1,082,500.00
9,733,790.98
Sonoran
Phoenix, AZ
—
2,361,922.00
31,841,723.63
Sonterra at Foothill Ranch
Foothill Ranch, CA
(R)
7,503,400.00
24,048,506.71
South Creek
Phoenix, AZ
—
2,671,300.00
24,042,041.82
South Pointe
St. Louis, MO
7,110,322.24
961,100.00
8,651,149.61
South Shore
Stockton, CA
6,833,000.00
840,000.00
6,512,940.85
Southwood
Palo Alto, CA
—
6,936,600.00
14,324,068.88
Spicewood
Indianapolis, IN
984,566.00
128,354.56
1,131,043.53
Spicewood Springs
Jacksonville, FL
—
1,536,000.00
21,138,008.81
Spinnaker Cove
Hermitage, TN
(M)
1,461,731.24
12,770,420.93
Spring Gate
Springfield, FL
—
132,951.42
1,171,446.91
Spring Hill Commons
Acton, MA
—
1,107,435.54
7,402,979.90
Spring Lake Manor
Birmingham, AL (T)
3,704,348.14
199,991.58
4,512,048.07
Springbrook
Anderson, SC
1,647,722.54
168,958.84
1,488,611.47
Springs Colony
Altamonte Springs, FL
(M)
640,400.00
5,852,156.88
Springtree (REIT)
W. Palm Beach, FL
1,174,930.37
183,100.00
1,648,300.69
Springwood (Col)
Columbus, OH
1,034,147.04
189,947.71
1,672,888.81
Springwood (IN)
New Haven, IN
—
119,198.99
1,050,337.97
Squaw Peak Condo, LLC
Phoenix, AZ
—
—
—
Steeplechase
Charlotte, NC
—
1,111,500.00
10,180,749.95
Sterling Point
Littleton, CO
—
935,500.00
8,419,199.52
Stewart Way I
Hinesville, GA
2,099,432.15
290,772.56
2,562,373.14
Stillwater
Savannah, GA
891,950.18
151,197.79
1,332,417.32
Stone Crossing
Montgomery, AL (T)
1,965,996.06
103,186.01
2,716,315.53
Stone Oak
Houston, TX
—
2,544,000.00
17,486,077.12
Stonehenge (Day)
Dayton, OH
—
202,293.85
1,782,140.24
Stonehenge (Ind)
Indianapolis, IN
1,154,560.95
146,810.32
1,293,558.94
Stonehenge (Jas)
Jasper, IN
411,010.05
78,334.74
690,214.46
Stonehenge (KY)
Glasgow, KY
764,674.44
111,631.60
983,596.05
Stonehenge (Mas)
Massillon, OH
—
145,386.28
1,281,011.57
Stonehenge I (Ric)
Richmond, IN
1,081,150.23
156,342.98
1,377,552.00
Stoney Creek
Lakewood, WA
—
1,215,200.00
10,938,133.89
Stratford Square
Winter Park, FL (T)
4,926,349.82
391,300.00
3,176,441.37
Strawberry Place
Plant City, FL
—
78,444.76
691,183.84
Sturbridge Meadows
Sturbridge, MA
2,245,460.96
702,446.99
4,695,714.32
Suffolk Grove I
Grove City, OH
—
214,106.74
1,886,414.73
Suffolk Grove II
Grove City, OH
—
167,682.97
1,477,568.67
Sugartree I
New Smyna Beach, FL
933,161.14
155,018.08
1,453,696.13
Summer Chase
Denver, CO
(Q)
1,709,200.00
15,375,007.91
Summer Creek
Plymouth, MN
2,174,330.19
579,600.00
3,815,800.17
Summer Ridge
Riverside, CA
—
602,400.00
5,422,807.38
Summerhill Glen
Maynard, MA
1,952,538.75
415,812.01
2,779,618.15
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures (A)
Scarborough Square
—
733,217.16
1,815,000.00
8,341,342.73
Schooner Bay I
—
217,348.48
5,345,000.00
16,762,999.06
Schooner Bay II
—
162,574.87
4,550,000.00
14,769,833.50
Scottsdale Meadows
—
597,015.84
1,512,000.00
12,004,714.60
Security Manor
—
29,939.74
355,456.23
2,406,091.86
Sedona Springs
—
964,952.99
2,574,000.00
24,441,995.71
Seeley Lake
—
1,167,454.42
2,760,400.00
26,012,740.70
Settlers Point
—
1,241,146.25
1,715,100.00
16,678,192.51
Seventh & James
—
1,747,327.05
663,800.00
7,722,130.04
Shadetree
—
230,771.10
532,000.00
1,651,492.46
Shadow Bay I
—
100,036.70
123,318.51
1,186,757.13
Shadow Bay II
—
105,578.16
139,708.74
1,336,712.19
Shadow Brook
—
824,719.44
3,065,496.00
19,192,405.83
Shadow Lake
—
403,494.70
1,140,000.00
13,520,771.36
Shadow Ridge
—
169,977.70
150,326.51
1,494,039.08
Shadow Trace
—
178,865.81
244,320.39
2,331,594.73
Shadowood I
—
198,233.23
157,660.55
1,587,294.47
Shadowood II
—
129,186.16
152,030.92
1,468,655.28
Sheffield Court
—
1,798,556.06
3,349,350.00
33,759,355.94
Sherbrook (IN)
—
127,570.05
171,920.49
1,642,276.93
Sherbrook (OH)
—
157,780.10
163,493.35
1,597,815.87
Sherbrook (PA)
—
197,106.83
279,665.03
2,661,510.54
Shoal Run
—
377,637.32
1,380,000.00
12,596,214.75
Siena Terrace
—
536,376.55
8,900,000.00
24,619,400.15
Silver Creek
—
395,765.94
712,102.00
7,103,261.53
Silver Forest
—
65,202.92
126,535.69
1,180,120.23
Silver Shadow
—
878,770.57
953,440.00
9,478,281.37
Silver Springs (FL)
—
3,652,155.22
1,831,100.00
20,126,889.76
Silverwood
—
1,692,197.65
1,230,000.00
12,763,102.06
Sky Pines I
—
251,803.70
349,028.75
3,327,252.37
Sky Ridge
—
264,118.40
437,373.49
4,117,910.50
Skycrest
—
209,167.90
10,560,000.00
25,783,625.17
Skylark
—
532,312.48
1,781,600.00
17,264,228.35
Skyview
—
198,219.23
3,380,000.00
22,151,370.30
Slate Run (Hop)
—
113,394.62
91,303.73
917,929.98
Slate Run (Ind)
—
322,379.41
295,593.01
2,926,875.96
Slate Run (Leb)
—
157,232.60
154,060.96
1,514,677.55
Slate Run (Mia)
—
117,797.65
136,064.79
1,316,676.75
Slate Run I (Lou)
—
197,808.63
179,765.59
1,781,739.36
Slate Run II (Lou)
—
137,959.06
167,722.89
1,615,681.52
Smoketree Polo Club
—
968,302.65
867,200.00
7,939,379.02
Sommerset Place
—
369,787.49
360,000.00
8,169,993.19
Sonata at Cherry Creek
—
169,827.72
5,490,000.00
18,300,306.98
Songbird
—
1,438,282.59
1,082,500.00
11,172,073.57
Sonoran
—
759,966.64
2,361,922.00
32,601,690.27
Sonterra at Foothill Ranch
—
256,681.97
7,503,400.00
24,305,188.68
South Creek
—
1,708,685.09
2,671,300.00
25,750,726.91
South Pointe
—
859,306.63
961,100.00
9,510,456.24
South Shore
—
323,612.01
840,000.00
6,836,552.86
Southwood
—
852,616.59
6,936,600.00
15,176,685.47
Spicewood
—
95,056.82
128,354.56
1,226,100.35
Spicewood Springs
—
2,796,500.05
1,536,000.00
23,934,508.86
Spinnaker Cove
—
1,205,081.29
1,461,731.24
13,975,502.22
Spring Gate
—
250,379.11
132,951.42
1,421,826.02
Spring Hill Commons
—
187,570.19
1,107,435.54
7,590,550.09
Spring Lake Manor
—
714,712.33
199,991.58
5,226,760.40
Springbrook
—
241,765.49
168,958.84
1,730,376.96
Springs Colony
—
1,172,603.09
640,400.00
7,024,759.97
Springtree (REIT)
—
54,022.61
183,100.00
1,702,323.30
Springwood (Col)
—
182,076.55
189,947.71
1,854,965.36
Springwood (IN)
—
131,424.49
119,198.99
1,181,762.46
Squaw Peak Condo, LLC
—
147,345.78
—
147,345.78
Steeplechase
—
539,016.49
1,111,500.00
10,719,766.44
Sterling Point
—
565,194.71
935,500.00
8,984,394.23
Stewart Way I
—
216,002.56
290,772.56
2,778,375.70
Stillwater
—
65,417.51
151,197.79
1,397,834.83
Stone Crossing
—
327,880.02
103,186.01
3,044,195.55
Stone Oak
—
(1,735.08)
2,544,000.00
17,484,342.04
Stonehenge (Day)
—
162,701.16
202,293.85
1,944,841.40
Stonehenge (Ind)
—
163,517.68
146,810.32
1,457,076.62
Stonehenge (Jas)
—
72,061.17
78,334.74
762,275.63
Stonehenge (KY)
—
75,962.88
111,631.60
1,059,558.93
Stonehenge (Mas)
—
157,497.25
145,386.28
1,438,508.82
Stonehenge I (Ric)
—
212,435.25
156,342.98
1,589,987.25
Stoney Creek
—
806,402.42
1,215,200.00
11,744,536.31
Stratford Square
—
312,029.20
391,300.00
3,488,470.57
Strawberry Place
—
108,071.79
78,444.76
799,255.63
Sturbridge Meadows
—
123,434.60
702,446.99
4,819,148.92
Suffolk Grove I
—
206,034.85
214,106.74
2,092,449.58
Suffolk Grove II
—
142,890.80
167,682.97
1,620,459.47
Sugartree I
—
144,201.28
155,018.08
1,597,897.41
Summer Chase
—
2,168,521.68
1,709,200.00
17,543,529.59
Summer Creek
—
306,358.37
579,600.00
4,122,158.54
Summer Ridge
—
343,719.80
602,400.00
5,766,527.18
Summerhill Glen
—
162,005.07
415,812.01
2,941,623.22
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Scarborough Square
10,156,342.73
(1,318,413.49
)
1967
30 Years
Schooner Bay I
22,107,999.06
(930,578.23
)
1985
30 Years
Schooner Bay II
19,319,833.50
(816,559.38
)
1985
30 Years
Scottsdale Meadows
13,516,714.60
(2,279,417.94
)
1984
30 Years
Security Manor
2,761,548.09
(199,325.67
)
1971
30 Years
Sedona Springs
27,015,995.71
(3,871,987.62
)
1995
30 Years
Seeley Lake
28,773,140.70
(5,505,299.43
)
1990
30 Years
Settlers Point
18,393,292.51
(3,633,801.88
)
1986
30 Years
Seventh & James
8,385,930.04
(1,653,124.21
)
1992
30 Years
Shadetree
2,183,492.46
(110,900.87
)
1982
30 Years
Shadow Bay I
1,310,075.64
(165,286.97
)
1984
30 Years
Shadow Bay II
1,476,420.93
(181,896.61
)
1985
30 Years
Shadow Brook
22,257,901.83
(3,630,294.72
)
1984
30 Years
Shadow Lake
14,660,771.36
(2,118,224.34
)
1989
30 Years
Shadow Ridge
1,644,365.59
(198,240.95
)
1983
30 Years
Shadow Trace
2,575,915.12
(303,504.23
)
1984
30 Years
Shadowood I
1,744,955.02
(205,204.52
)
1982
30 Years
Shadowood II
1,620,686.20
(183,129.95
)
1983
30 Years
Sheffield Court
37,108,705.94
(9,481,235.25
)
1986
30 Years
Sherbrook (IN)
1,814,197.42
(226,063.50
)
1986
30 Years
Sherbrook (OH)
1,761,309.22
(217,330.67
)
1985
30 Years
Sherbrook (PA)
2,941,175.57
(333,119.13
)
1986
30 Years
Shoal Run
13,976,214.75
(2,009,322.07
)
1986
30 Years
Siena Terrace
33,519,400.15
(3,509,394.69
)
1988
30 Years
Silver Creek
7,815,363.53
(1,434,514.39
)
1986
30 Years
Silver Forest
1,306,655.92
(148,986.57
)
1985
30 Years
Silver Shadow
10,431,721.37
(3,206,859.68
)
1992
30 Years
Silver Springs (FL)
21,957,989.76
(4,327,304.69
)
1985
30 Years
Silverwood
13,993,102.06
(4,130,330.54
)
1986
30 Years
Sky Pines I
3,676,281.12
(441,212.34
)
1986
30 Years
Sky Ridge
4,555,283.99
(506,082.10
)
1987
30 Years
Skycrest
36,343,625.17
(1,845,998.77
)
1999
30 Years
Skylark
19,045,828.35
(2,739,878.72
)
1986
30 Years
Skyview
25,531,370.30
(2,848,815.21
)
1999
30 Years
Slate Run (Hop)
1,009,233.71
(134,902.23
)
1984
30 Years
Slate Run (Ind)
3,222,468.97
(373,301.40
)
1984
30 Years
Slate Run (Leb)
1,668,738.51
(211,660.10
)
1984
30 Years
Slate Run (Mia)
1,452,741.54
(164,529.61
)
1985
30 Years
Slate Run I (Lou)
1,961,504.95
(221,945.43
)
1984
30 Years
Slate Run II (Lou)
1,783,404.41
(193,916.58
)
1985
30 Years
Smoketree Polo Club
8,806,579.02
(1,535,967.22
)
1987-89
30 Years
Sommerset Place
8,529,993.19
(1,321,731.93
)
1983
30 Years
Sonata at Cherry Creek
23,790,306.98
(1,380,474.18
)
1999
30 Years
Songbird
12,254,573.57
(2,977,630.32
)
1981
30 Years
Sonoran
34,963,612.27
(6,077,528.74
)
1995
30 Years
Sonterra at Foothill Ranch
31,808,588.68
(4,128,409.63
)
1997
30 Years
South Creek
28,422,026.91
(6,566,231.02
)
1986-89
30 Years
South Pointe
10,471,556.24
(2,234,439.41
)
1986
30 Years
South Shore
7,676,552.86
(450,598.86
)
1979
30 Years
Southwood
22,113,285.47
(2,670,479.57
)
1985
30 Years
Spicewood
1,354,454.91
(155,616.70
)
1986
30 Years
Spicewood Springs
25,470,508.86
(4,229,176.56
)
1986
30 Years
Spinnaker Cove
15,437,233.46
(3,199,137.67
)
1986
30 Years
Spring Gate
1,554,777.44
(217,853.46
)
1983
30 Years
Spring Hill Commons
8,697,985.63
(599,422.45
)
1973
30 Years
Spring Lake Manor
5,426,751.98
(729,315.68
)
1972
30 Years
Springbrook
1,899,335.80
(219,899.45
)
1986
30 Years
Springs Colony
7,665,159.97
(2,537,728.50
)
1986
30 Years
Springtree (REIT)
1,885,423.30
(128,785.60
)
1982
30 Years
Springwood (Col)
2,044,913.07
(231,315.21
)
1983
30 Years
Springwood (IN)
1,300,961.45
(154,267.59
)
1981
30 Years
Squaw Peak Condo, LLC
147,345.78
—
1990
30 Years
Steeplechase
11,831,266.44
(1,811,165.77
)
1986
30 Years
Sterling Point
9,919,894.23
(1,916,829.03
)
1979
30 Years
Stewart Way I
3,069,148.26
(380,605.15
)
1986
30 Years
Stillwater
1,549,032.62
(177,692.57
)
1983
30 Years
Stone Crossing
3,147,381.56
(439,262.36
)
1973
30 Years
Stone Oak
20,028,342.04
(61,707.75
)
1998
30 Years
Stonehenge (Day)
2,147,135.25
(253,434.69
)
1985
30 Years
Stonehenge (Ind)
1,603,886.94
(216,588.99
)
1984
30 Years
Stonehenge (Jas)
840,610.37
(98,442.10
)
1985
30 Years
Stonehenge (KY)
1,171,190.53
(143,763.02
)
1983
30 Years
Stonehenge (Mas)
1,583,895.10
(188,400.66
)
1984
30 Years
Stonehenge I (Ric)
1,746,330.23
(220,287.93
)
1984
30 Years
Stoney Creek
12,959,736.31
(2,475,181.77
)
1990
30 Years
Stratford Square
3,879,770.57
(501,214.29
)
1972
30 Years
Strawberry Place
877,700.39
(119,558.59
)
1982
30 Years
Sturbridge Meadows
5,521,595.91
(394,923.32
)
1985
30 Years
Suffolk Grove I
2,306,556.32
(257,257.77
)
1985
30 Years
Suffolk Grove II
1,788,142.44
(192,983.39
)
1987
30 Years
Sugartree I
1,752,915.49
(207,569.75
)
1984
30 Years
Summer Chase
19,252,729.59
(4,716,102.42
)
1983
30 Years
Summer Creek
4,701,758.54
(773,981.60
)
1985
30 Years
Summer Ridge
6,368,927.18
(1,453,710.72
)
1985
30 Years
Summerhill Glen
3,357,435.23
(273,955.96
)
1980
30 Years
S - 10
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Summerset Village
Chatsworth, CA
(Q)
2,891,345.68
23,702,466.45
Summerwood
Hayward, CA
—
4,866,600.00
6,942,743.34
Summit & Birch Hill
Farmington, CT
(P)
1,757,437.88
11,748,112.49
Summit at Lake Union
Seattle, WA
—
1,424,700.00
12,852,461.39
Summit Center (FL)
W. Palm Beach, FL
2,188,301.52
670,000.00
1,733,311.89
Summit Chase
Coral Springs, FL
—
1,122,100.00
4,431,710.99
Sun Creek
Glendale, AZ
—
896,929.00
7,066,939.86
Sunny Oak Village
Overland Park, KS
(R)
2,247,750.00
20,230,536.38
Sunnyside
Tifton, GA
1,272,055.24
166,887.10
1,470,612.23
Sunrise Springs
Las Vegas, NV
—
975,300.00
8,775,662.32
Sunset Way I
Miami, FL
1,533,067.81
258,567.91
2,278,539.10
Sunset Way II
Miami, FL
2,528,324.39
274,903.14
2,422,546.26
Suntree
West Palm Beach, FL
—
469,000.00
1,479,588.79
Suntree Village
Oro Valley, AZ
—
1,571,745.00
13,095,941.30
Surrey Downs
Bellevue, WA
—
3,057,100.00
7,848,618.09
Sutton Place
Dallas, TX
—
1,358,400.00
12,227,724.86
Sutton Place (FL)
Lakeland, FL
812,460.95
120,887.43
1,065,150.01
Sweetwater Glen
Lawrenceville, GA
—
500,000.00
10,469,749.09
Sycamore Creek
Scottsdale, AZ
—
3,152,000.00
19,083,727.11
Tabor Ridge
Berea, OH
—
235,940.28
2,079,290.00
Talleyrand
Tarrytown, NY (M)
35,000,000.00
12,000,000.00
49,639,416.46
Tamarlane
Portland, ME
—
690,900.00
5,153,632.57
Tanasbourne Terrace
Hillsboro, OR
(Q)
1,876,700.00
16,891,204.54
Tanglewood (RI)
West Warwick, RI
6,466,265.99
1,141,415.46
7,630,128.68
Tanglewood (VA)
Manassas, VA
25,110,000.00
2,108,295.00
20,932,970.86
Terrace Trace
Tampa, FL
1,563,419.78
193,916.40
1,708,614.78
Three Chopt West
Richmond, VA (T)
8,281,528.01
432,956.59
8,256,577.14
Thymewood II
Miami, FL
—
219,660.95
1,936,463.36
Tierra Antigua
Albuquerque, NM
6,406,402.21
1,825,000.00
7,792,856.06
Timber Hollow
Chapel Hill, NC
—
800,000.00
11,219,536.59
Timbercreek
Toledo, OH
1,472,904.88
203,419.77
1,792,349.87
Timberwalk
Jacksonville, FL
—
1,988,000.00
13,204,218.78
Timberwood
Aurora, CO
—
1,518,600.00
14,587,786.32
Timberwood (GA)
Perry, GA
—
144,299.39
1,271,304.85
Toscana
Irvine, CA
—
39,410,000.00
50,806,072.39
Town & Country
Birmingham, AL (T)
2,341,799.87
147,122.73
2,610,973.58
Town Center (TX)
Kingwood, TX
—
1,291,300.00
11,530,216.18
Town Center II (TX)
Kingwood, TX
—
1,375,000.00
14,169,655.96
Townhomes of Meadowbrook
Auburn Hills, MI
9,714,182.61
1,382,600.00
12,366,207.39
Townhouse Park
Richmond, VA (T)
7,469,152.19
384,176.00
9,599,803.46
Trails (CO), The
Aurora, CO
(Q)
1,217,900.00
8,877,204.73
Trails at Briar Forest
Houston, TX
13,236,572.01
2,380,000.00
24,911,560.72
Trails at Dominion Park
Houston, TX
13,937,236.33
2,531,800.00
35,699,589.07
Trailway Pond I
Burnsville, MN
4,909,210.00
479,284.26
4,312,143.56
Trailway Pond II
Burnsville, MN
11,354,755.00
1,107,287.54
9,961,408.87
Trinity Lakes
Cordova, TN
—
1,982,000.00
14,941,745.65
Turf Club
Littleton, CO
(S)
2,107,300.00
15,478,040.20
Turkscap I
Brandon, FL
—
125,766.44
1,108,139.39
Turkscap III
Brandon, FL
740,352.79
135,850.08
1,196,987.24
Twin Gates
Birmingham, AL (T)
4,809,005.23
273,144.27
4,826,938.66
Tyrone Gardens
Randolph, MA
—
4,953,000.00
5,799,572.09
University Square I
Tampa, FL
—
197,456.54
1,739,807.29
Valencia Plantation
Orlando, FL
—
873,000.00
12,819,377.37
Valley Creek I
Woodbury, MN
12,815,000.00
1,626,715.30
14,634,831.43
Valley Creek II
Woodbury, MN
10,100,000.00
1,232,659.25
11,097,830.18
Valleybrook
Newnan, GA
1,446,171.23
254,490.09
2,242,463.08
Valleyfield (KY)
Lexington, KY
1,767,839.89
252,328.74
2,223,757.07
Valleyfield (PA)
Bridgeville, PA
—
274,316.67
2,417,028.77
Valleyfield I
Decatur, GA
1,547,281.81
252,413.03
2,224,133.89
Valleyfield II
Decatur, GA
—
258,320.37
2,276,083.97
Van Deene Manor
West Springfield, MA
(P)
744,491.11
4,976,770.67
Via Ventura
Scottsdale, AZ
—
1,486,600.00
13,382,005.92
Villa Encanto
Phoenix, AZ
(S)
2,884,447.00
22,197,362.84
Villa Solana
Laguna Hills, CA
—
1,665,100.00
14,985,677.51
Village at Bear Creek
Lakewood, CO
(R)
4,519,700.00
40,676,389.86
Village at Lakewood
Phoenix, AZ
(O)
3,166,411.00
13,859,089.81
Village Oaks
Austin, TX
4,321,251.51
1,186,000.00
10,663,736.24
Village of Newport
Kent, WA
—
416,300.00
3,756,582.21
Villas at Josey Ranch
Carrollton, TX
6,500,644.00
1,587,700.00
7,254,727.19
Villas of Oak Creste
San Antonio, TX
—
905,800.00
8,151,737.96
Viridian Lake
Fort Myers, FL
—
960,000.00
17,806,757.92
Vista Del Lago
Mission Viejo, CA
29,114,696.97
4,525,800.00
40,736,293.14
Vista Del Lago (TX)
Dallas, TX
—
3,552,000.00
20,108,469.48
Vista Grove
Mesa, AZ
—
1,341,796.00
12,157,045.12
Walden Wood
Southfield, MI
5,363,993.34
834,700.00
7,513,690.33
Warwick Station
Westminster, CO
8,652,999.96
2,282,000.00
20,543,194.91
Waterbury (GA)
Athens, GA
—
147,450.03
1,299,195.48
Waterbury (IN)
Greenwood, IN
793,760.74
105,245.15
927,324.45
Waterbury (MI)
Westland, MI
—
331,738.84
2,922,588.70
Waterbury (OH)
Cincinnati, OH
—
193,166.67
1,701,833.85
Waterfield Square I
Stockton, CA
6,923,000.00
950,000.00
6,297,992.79
Waterfield Square II
Stockton, CA
6,595,000.00
845,000.00
5,811,080.03
Waterford (Jax)
Jacksonville, FL
—
3,550,922.50
23,764,665.75
Waterford at Deerwood
Jacksonville, FL
10,401,074.84
1,696,000.00
10,659,701.84
Waterford at Orange Park
Orange Park, FL
9,540,000.00
1,960,000.00
12,098,784.47
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures (A)
Summerset Village
—
724,786.26
2,891,345.68
24,427,252.71
Summerwood
—
554,732.38
4,866,600.00
7,497,475.72
Summit & Birch Hill
—
285,452.90
1,757,437.88
12,033,565.39
Summit at Lake Union
—
1,018,110.93
1,424,700.00
13,870,572.32
Summit Center (FL)
—
311,873.11
670,000.00
2,045,185.00
Summit Chase
—
593,633.28
1,122,100.00
5,025,344.27
Sun Creek
—
398,617.41
896,929.00
7,465,557.27
Sunny Oak Village
—
3,439,448.58
2,247,750.00
23,669,984.96
Sunnyside
—
179,112.32
166,887.10
1,649,724.55
Sunrise Springs
—
850,829.53
975,300.00
9,626,491.85
Sunset Way I
—
268,280.23
258,567.91
2,546,819.33
Sunset Way II
—
220,664.36
274,903.14
2,643,210.62
Suntree
—
33,930.39
469,000.00
1,513,519.18
Suntree Village
—
1,050,641.87
1,571,745.00
14,146,583.17
Surrey Downs
—
473,703.69
3,057,100.00
8,322,321.78
Sutton Place
—
3,509,923.33
1,358,400.00
15,737,648.19
Sutton Place (FL)
—
182,691.46
120,887.43
1,247,841.47
Sweetwater Glen
—
594,500.61
500,000.00
11,064,249.70
Sycamore Creek
—
896,655.29
3,152,000.00
19,980,382.40
Tabor Ridge
—
288,671.20
235,940.28
2,367,961.20
Talleyrand
—
79,227.44
12,000,000.00
49,718,643.90
Tamarlane
—
280,611.87
690,900.00
5,434,244.44
Tanasbourne Terrace
—
1,888,755.33
1,876,700.00
18,779,959.87
Tanglewood (RI)
—
120,135.79
1,141,415.46
7,750,264.47
Tanglewood (VA)
—
1,901,040.99
2,108,295.00
22,834,011.85
Terrace Trace
—
224,520.18
193,916.40
1,933,134.96
Three Chopt West
—
364,346.66
432,956.59
8,620,923.80
Thymewood II
—
146,603.79
219,660.95
2,083,067.15
Tierra Antigua
—
126,898.69
1,825,000.00
7,919,754.75
Timber Hollow
—
935,383.57
800,000.00
12,154,920.16
Timbercreek
—
148,062.83
203,419.77
1,940,412.70
Timberwalk
—
699,574.61
1,988,000.00
13,903,793.39
Timberwood
—
1,155,182.31
1,518,600.00
15,742,968.63
Timberwood (GA)
—
76,212.17
144,299.39
1,347,517.02
Toscana
—
1,172,555.82
39,410,000.00
51,978,628.21
Town & Country
—
278,261.40
147,122.73
2,889,234.98
Town Center (TX)
—
486,297.66
1,291,300.00
12,016,513.84
Town Center II (TX)
—
92,682.72
1,375,000.00
14,262,338.68
Townhomes of Meadowbrook
—
1,854,080.91
1,382,600.00
14,220,288.30
Townhouse Park
—
1,330,863.18
384,176.00
10,930,666.64
Trails (CO), The
—
2,575,039.27
1,217,900.00
11,452,244.00
Trails at Briar Forest
—
940,562.06
2,380,000.00
25,852,122.78
Trails at Dominion Park
—
2,328,398.71
2,531,800.00
38,027,987.78
Trailway Pond I
—
339,666.70
479,284.26
4,651,810.26
Trailway Pond II
—
454,028.69
1,107,287.54
10,415,437.56
Trinity Lakes
—
950,557.70
1,982,000.00
15,892,303.35
Turf Club
—
1,485,357.09
2,107,300.00
16,963,397.29
Turkscap I
—
281,390.57
125,766.44
1,389,529.96
Turkscap III
—
115,936.61
135,850.08
1,312,923.85
Twin Gates
—
286,816.50
273,144.27
5,113,755.16
Tyrone Gardens
—
640,282.98
4,953,000.00
6,439,855.07
University Square I
—
180,271.73
197,456.54
1,920,079.02
Valencia Plantation
—
223,161.18
873,000.00
13,042,538.55
Valley Creek I
—
1,057,766.60
1,626,715.30
15,692,598.03
Valley Creek II
—
484,784.15
1,232,659.25
11,582,614.33
Valleybrook
—
77,907.34
254,490.09
2,320,370.42
Valleyfield (KY)
—
247,806.97
252,328.74
2,471,564.04
Valleyfield (PA)
—
215,756.86
274,316.67
2,632,785.63
Valleyfield I
—
179,037.69
252,413.03
2,403,171.58
Valleyfield II
—
118,879.23
258,320.37
2,394,963.20
Van Deene Manor
—
56,172.01
744,491.11
5,032,942.68
Via Ventura
—
6,203,780.83
1,486,600.00
19,585,786.75
Villa Encanto
—
1,540,821.59
2,884,447.00
23,738,184.43
Villa Solana
—
2,027,096.71
1,665,100.00
17,012,774.22
Village at Bear Creek
—
870,741.72
4,519,700.00
41,547,131.58
Village at Lakewood
—
720,638.80
3,166,411.00
14,579,728.61
Village Oaks
—
1,051,659.11
1,186,000.00
11,715,395.35
Village of Newport
—
470,054.98
416,300.00
4,226,637.19
Villas at Josey Ranch
—
678,946.68
1,587,700.00
7,933,673.87
Villas of Oak Creste
—
1,351,998.38
905,800.00
9,503,736.34
Viridian Lake
—
1,272,036.55
960,000.00
19,078,794.47
Vista Del Lago
—
3,554,870.03
4,525,800.00
44,291,163.17
Vista Del Lago (TX)
—
123,571.70
3,552,000.00
20,232,041.18
Vista Grove
—
324,585.35
1,341,796.00
12,481,630.47
Walden Wood
—
1,842,225.07
834,700.00
9,355,915.40
Warwick Station
—
670,688.10
2,282,000.00
21,213,883.01
Waterbury (GA)
—
44,608.09
147,450.03
1,343,803.57
Waterbury (IN)
—
79,039.40
105,245.15
1,006,363.85
Waterbury (MI)
—
230,005.72
331,738.84
3,152,594.42
Waterbury (OH)
—
235,700.54
193,166.67
1,937,534.39
Waterfield Square I
—
241,256.71
950,000.00
6,539,249.50
Waterfield Square II
—
205,772.01
845,000.00
6,016,852.04
Waterford (Jax)
—
1,132,274.94
3,550,922.50
24,896,940.69
Waterford at Deerwood
—
716,092.97
1,696,000.00
11,375,794.81
Waterford at Orange Park
—
1,232,116.50
1,960,000.00
13,330,900.97
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Summerset Village
27,318,598.39
(5,518,472.01
)
1985
30 Years
Summerwood
12,364,075.72
(1,354,657.83
)
1982
30 Years
Summit & Birch Hill
13,791,003.27
(945,182.33
)
1967
30 Years
Summit at Lake Union
15,295,272.32
(2,908,443.53
)
1995-1997
30 Years
Summit Center (FL)
2,715,185.00
(219,752.04
)
1987
30 Years
Summit Chase
6,147,444.27
(1,312,313.10
)
1985
30 Years
Sun Creek
8,362,486.27
(1,481,739.45
)
1985
30 Years
Sunny Oak Village
25,917,734.96
(6,976,826.96
)
1984
30 Years
Sunnyside
1,816,611.65
(222,189.98
)
1984
30 Years
Sunrise Springs
10,601,791.85
(2,982,764.49
)
1989
30 Years
Sunset Way I
2,805,387.24
(332,139.61
)
1987
30 Years
Sunset Way II
2,918,113.76
(334,835.80
)
1988
30 Years
Suntree
1,982,519.18
(90,766.26
)
1982
30 Years
Suntree Village
15,718,328.17
(3,003,932.83
)
1986
30 Years
Surrey Downs
11,379,421.78
(1,396,194.23
)
1986
30 Years
Sutton Place
17,096,048.19
(6,150,403.87
)
1985
30 Years
Sutton Place (FL)
1,368,728.90
(175,958.22
)
1984
30 Years
Sweetwater Glen
11,564,249.70
(1,766,935.77
)
1986
30 Years
Sycamore Creek
23,132,382.40
(4,027,239.06
)
1984
30 Years
Tabor Ridge
2,603,901.48
(310,133.44
)
1986
30 Years
Talleyrand
61,718,643.90
(2,109,123.59
)
1997-98
30 Years
Tamarlane
6,125,144.44
(1,180,017.37
)
1986
30 Years
Tanasbourne Terrace
20,656,659.87
(6,153,641.59
)
1986-89
30 Years
Tanglewood (RI)
8,891,679.93
(632,415.93
)
1973
30 Years
Tanglewood (VA)
24,942,306.85
(6,784,938.19
)
1987
30 Years
Terrace Trace
2,127,051.36
(251,012.98
)
1985
30 Years
Three Chopt West
9,053,880.39
(1,059,743.82
)
1962
30 Years
Thymewood II
2,302,728.10
(250,918.64
)
1986
30 Years
Tierra Antigua
9,744,754.75
(511,457.60
)
1985
30 Years
Timber Hollow
12,954,920.16
(1,896,999.16
)
1986
30 Years
Timbercreek
2,143,832.47
(241,834.18
)
1987
30 Years
Timberwalk
15,891,793.39
(2,262,657.26
)
1987
30 Years
Timberwood
17,261,568.63
(2,890,420.19
)
1983
30 Years
Timberwood (GA)
1,491,816.41
(172,750.84
)
1985
30 Years
Toscana
91,388,628.21
(3,822,464.89
)
1991/1993
30 Years
Town & Country
3,036,357.71
(402,084.37
)
1973
30 Years
Town Center (TX)
13,307,813.84
(2,600,370.11
)
1994
30 Years
Town Center II (TX)
15,637,338.68
(1,595,449.82
)
1994
30 Years
Townhomes of Meadowbrook
15,602,888.30
(2,630,252.96
)
1988
30 Years
Townhouse Park
11,314,842.64
(1,498,744.27
)
1966
30 Years
Trails (CO), The
12,670,144.00
(4,367,766.79
)
1986
30 Years
Trails at Briar Forest
28,232,122.78
(4,126,225.33
)
1990
30 Years
Trails at Dominion Park
40,559,787.78
(8,565,594.07
)
1992
30 Years
Trailway Pond I
5,131,094.52
(942,294.15
)
1988
30 Years
Trailway Pond II
11,522,725.10
(2,014,290.61
)
1988
30 Years
Trinity Lakes
17,874,303.35
(3,284,093.26
)
1985
30 Years
Turf Club
19,070,697.29
(3,267,224.33
)
1986
30 Years
Turkscap I
1,515,296.40
(208,915.94
)
1977
30 Years
Turkscap III
1,448,773.93
(172,772.57
)
1982
30 Years
Twin Gates
5,386,899.43
(695,167.80
)
1967
30 Years
Tyrone Gardens
11,392,855.07
(1,172,612.20
)
1961/1965
30 Years
University Square I
2,117,535.56
(236,178.48
)
1979
30 Years
Valencia Plantation
13,915,538.55
(2,002,025.51
)
1990
30 Years
Valley Creek I
17,319,313.33
(3,090,107.40
)
1989
30 Years
Valley Creek II
12,815,273.58
(2,200,494.26
)
1990
30 Years
Valleybrook
2,574,860.51
(284,281.15
)
1986
30 Years
Valleyfield (KY)
2,723,892.78
(321,804.81
)
1985
30 Years
Valleyfield (PA)
2,907,102.30
(333,610.61
)
1985
30 Years
Valleyfield I
2,655,584.61
(299,306.53
)
1984
30 Years
Valleyfield II
2,653,283.57
(287,737.50
)
1985
30 Years
Van Deene Manor
5,777,433.79
(410,253.01
)
1970
30 Years
Via Ventura
21,072,386.75
(7,311,318.19
)
1980
30 Years
Villa Encanto
26,622,631.43
(4,839,063.09
)
1983
30 Years
Villa Solana
18,677,874.22
(5,647,159.62
)
1984
30 Years
Village at Bear Creek
46,066,831.58
(8,302,429.03
)
1987
30 Years
Village at Lakewood
17,746,139.61
(2,960,571.50
)
1988
30 Years
Village Oaks
12,901,395.35
(2,961,827.60
)
1984
30 Years
Village of Newport
4,642,937.19
(1,394,466.28
)
1987
30 Years
Villas at Josey Ranch
9,521,373.87
(1,473,490.99
)
1986
30 Years
Villas of Oak Creste
10,409,536.34
(2,301,123.50
)
1979
30 Years
Viridian Lake
20,038,794.47
(3,079,753.25
)
1991
30 Years
Vista Del Lago
48,816,963.17
(14,338,037.47
)
1986-88
30 Years
Vista Del Lago (TX)
23,784,041.18
(1,036,543.53
)
1992
30 Years
Vista Grove
13,823,426.47
(2,189,357.61
)
1997-1998
30 Years
Walden Wood
10,190,615.40
(3,507,219.60
)
1972
30 Years
Warwick Station
23,495,883.01
(4,350,128.09
)
1986
30 Years
Waterbury (GA)
1,491,253.60
(166,161.52
)
1985
30 Years
Waterbury (IN)
1,111,609.00
(134,632.62
)
1984
30 Years
Waterbury (MI)
3,484,333.26
(403,367.68
)
1985
30 Years
Waterbury (OH)
2,130,701.06
(262,410.48
)
1985
30 Years
Waterfield Square I
7,489,249.50
(442,187.95
)
1984
30 Years
Waterfield Square II
6,861,852.04
(405,021.27
)
1984
30 Years
Waterford (Jax)
28,447,863.19
(4,124,019.49
)
1988
30 Years
Waterford at Deerwood
13,071,794.81
(1,981,888.53
)
1985
30 Years
Waterford at Orange Park
15,290,900.97
(2,605,889.90
)
1986
30 Years
S - 11
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Waterford at Regency
Jacksonville, FL
6,999,147.59
1,113,000.00
5,184,161.74
Waterford at the Lakes
Kent, WA
—
3,100,200.00
16,140,923.73
Waterford Village (Broward)
Delray Beach, FL
—
1,888,000.00
15,358,635.40
Watermark Square
Portland, OR
7,182,206.70
1,580,500.00
14,194,258.85
Waterstone Place
Federal Way, WA
—
2,964,000.00
26,674,598.90
Webster Green
Needham, MA
6,333,018.77
1,418,892.54
9,485,006.17
Welleby Lake Club
Sunrise, FL
—
3,648,000.00
17,620,879.42
Wellington Hill
Manchester, NH
(M)
1,890,200.00
17,120,661.97
Wellsford Oaks
Tulsa, OK
—
1,310,500.00
11,794,289.56
Wentworth
Roseville, MI
—
217,502.26
1,916,231.96
West Of Eastland
Columbus, OH
1,940,090.31
234,543.74
2,066,674.99
Westbrook Village
Manchester, MO
—
2,310,000.00
10,606,342.76
Westridge
Tacoma, WA
—
3,501,900.00
31,506,082.24
Westside Villas I
Los Angeles, CA
—
1,785,000.00
3,233,254.01
Westside Villas II
Los Angeles, CA
—
1,955,000.00
3,541,434.71
Westside Villas III
Los Angeles, CA
—
3,060,000.00
5,538,870.92
Westside Villas IV
Los Angeles, CA
—
3,060,000.00
5,539,390.29
Westside Villas V
Los Angeles, CA
—
5,100,000.00
9,224,485.21
Westside Villas VI
Los Angeles, CA
—
1,530,000.00
3,024,001.16
Westside Villas VII
Los Angeles, CA
—
4,505,000.00
10,758,899.55
Westway
Brunswick, GA
—
168,322.68
1,483,106.21
Westwood Glen
Westwood, MA
1,453,407.12
1,616,504.78
10,806,003.53
Westwood Pines
Tamarac, FL
—
1,528,600.00
13,739,616.00
Westwynd Apts
West Hartford, CT
—
308,543.13
2,062,547.68
Whispering Oaks
Walnut Creek, CA
10,200,302.55
2,170,800.00
19,539,586.15
Whispering Pines
Fr. Pierce, FL
—
384,000.00
621,367.08
Whispering Pines II
Fr. Pierce, FL
—
105,171.51
926,475.58
Whisperwood
Cordele, GA
—
84,240.30
742,373.88
White Bear Woods
White Bear Lake, MN
14,172,876.00
1,624,740.73
14,618,489.69
Wilcrest Woods
Savannah, GA
1,287,966.40
187,306.36
1,650,373.13
Wilde Lake
Richmond, VA
4,440,000.00
947,200.00
8,594,105.46
Wilkins Glen
Medfield, MA
1,744,067.32
538,482.64
3,599,646.22
Willow Brook (CA)
Pleasant Hill, CA
29,000,000.00
5,055,000.00
19,212,153.24
Willow Creek
Fresno, CA
5,112,000.00
275,000.00
5,045,091.01
Willow Creek I (GA)
Griffin, GA
—
145,768.69
1,298,973.46
Willow Lakes
Spartanburg, SC
1,984,790.93
200,989.58
1,770,937.26
Willow Run (GA)
Stone Mountain, GA
1,665,556.36
197,964.94
1,744,286.82
Willow Run (IN)
New Albany, IN
1,088,963.79
183,872.68
1,620,118.73
Willow Run (KY)
Madisonville, KY
1,086,195.98
141,015.67
1,242,351.72
Willow Trail
Norcross, GA
—
1,120,000.00
11,412,981.59
Willowick
Aurora, CO
—
506,900.00
4,157,878.35
Will—O—Wisp
Kinston, NC (T)
3,450,046.27
197,397.72
3,926,972.16
Willowood East II
Indianapolis, IN
—
104,917.75
924,589.72
Willowood I (Gro)
Grove City, OH
911,954.17
126,045.04
1,110,558.13
Willowood I (IN)
Columbus, OH
1,106,641.22
163,896.17
1,444,103.85
Willowood I (KY)
Frankfort, KY
976,654.01
138,822.38
1,223,176.43
Willowood I (Woo)
Wooster, OH
—
117,254.13
1,033,136.63
Willowood II (Gro)
Grove City, OH
531,579.19
70,923.51
624,814.43
Willowood II (IN)
Columbus, OH
1,114,908.85
161,306.27
1,421,284.06
Willowood II (KY)
Frankfort, KY
—
120,375.49
1,060,639.21
Willowood II (Tro)
Trotwood, OH
—
142,623.37
1,256,667.34
Willowood II (Woo)
Wooster, OH
836,318.93
103,199.14
909,397.90
Willows I (OH), The
Columbus, OH
—
76,283.41
672,339.99
Willows II (OH), The
Columbus, OH
—
96,678.71
851,844.82
Willows III (OH), The
Columbus, OH
839,800.00
129,221.40
1,137,783.40
Wimberly
Dallas, TX
—
2,232,000.00
27,685,923.27
Wimbledon Oaks
Arlington, TX
7,162,582.77
1,491,700.00
8,843,716.03
Winchester Park
Riverside, RI
—
2,822,618.35
18,868,625.90
Winchester Wood
Riverside, RI
2,205,735.09
683,215.23
4,567,153.97
Windemere
Mesa, AZ
—
949,300.00
8,659,280.22
Windmont
Atlanta, GA
—
3,204,000.00
7,128,448.37
Windridge (CA)
Laguna Niguel, CA
(I)
2,662,900.00
23,985,496.57
Windwood I (FL)
Palm Bay, FL
—
113,912.73
1,003,498.28
Windwood II (FL)
Palm Bay, FL
190,000.00
118,915.07
1,047,598.32
Wingwood (Orl)
Orlando, FL
1,420,266.64
236,884.32
2,086,401.61
Winter Woods I (FL)
Winter Garden, FL
—
144,921.36
1,276,965.11
Winterwood
Charlotte, NC
11,033,752.73
1,722,000.00
15,501,141.60
Winthrop Court (KY)
Frankfort, KY
1,421,290.56
184,709.36
1,627,190.80
Winthrop Court II (OH)
Columbus, OH
722,000.00
102,381.09
896,576.06
Wood Creek (CA)
Pleasant Hill, CA
—
9,729,900.00
23,009,768.39
Wood Forest
Daytona Beach, FL
6,059,189.80
1,008,000.00
4,950,210.29
Wood Lane Place
Woodbury, MN
14,000,000.00
2,009,146.73
18,090,498.11
Woodbine (Cuy)
Cuyahoga Falls, OH
—
185,868.12
1,637,700.68
Woodbine (Por)
Portsmouth, OH
613,360.43
78,097.85
688,127.14
Woodbridge
Cary, GA
4,495,249.95
737,400.00
6,636,869.85
Woodbridge (CT)
Newington, CT
(P)
498,376.96
3,331,547.98
Woodbridge II
Cary, GA
—
1,244,600.00
11,243,364.10
Woodcliff I
Lilburn, GA
—
276,659.02
2,437,667.42
Woodcliff II
Lilburn, GA
1,619,272.19
266,449.39
2,347,769.47
Woodcreek
Beaverton, OR
9,747,030.16
1,755,800.00
15,816,454.87
Woodcrest I
Warner Robins, GA
—
115,738.70
1,028,353.02
Woodlake (WA)
Kirkland, WA
(R)
6,631,400.00
16,735,484.40
Woodland Hills
Decatur, GA
—
1,224,600.00
11,010,680.74
Woodland I (FL)
Orlando, FL
3,340,760.44
461,948.64
4,070,817.98
Woodland Meadows
Ann Arbor, MI
(S)
2,006,000.00
18,049,551.84
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures (A)
Waterford at Regency
—
312,055.03
1,113,000.00
5,496,216.77
Waterford at the Lakes
—
1,087,707.29
3,100,200.00
17,228,631.02
Waterford Village (Broward)
—
1,824,388.83
1,888,000.00
17,183,024.23
Watermark Square
—
1,598,385.28
1,580,500.00
15,792,644.13
Waterstone Place
—
4,112,969.22
2,964,000.00
30,787,568.12
Webster Green
—
167,290.05
1,418,892.54
9,652,296.22
Welleby Lake Club
—
560,234.44
3,648,000.00
18,181,113.86
Wellington Hill
—
2,695,797.35
1,890,200.00
19,816,459.32
Wellsford Oaks
—
721,935.36
1,310,500.00
12,516,224.92
Wentworth
—
181,498.42
217,502.26
2,097,730.38
West Of Eastland
—
231,463.20
234,543.74
2,298,138.19
Westbrook Village
—
572,750.10
2,310,000.00
11,179,092.86
Westridge
—
2,290,730.64
3,501,900.00
33,796,812.88
Westside Villas I
—
62,387.36
1,785,000.00
3,295,641.37
Westside Villas II
—
11,214.24
1,955,000.00
3,552,648.95
Westside Villas III
—
25,724.71
3,060,000.00
5,564,595.63
Westside Villas IV
—
11,124.23
3,060,000.00
5,550,514.52
Westside Villas V
—
29,547.04
5,100,000.00
9,254,032.25
Westside Villas VI
—
35,088.18
1,530,000.00
3,059,089.34
Westside Villas VII
—
5,512.84
4,505,000.00
10,764,412.39
Westway
—
171,425.63
168,322.68
1,654,531.84
Westwood Glen
—
195,401.73
1,616,504.78
11,001,405.26
Westwood Pines
—
835,896.12
1,528,600.00
14,575,512.12
Westwynd Apts
—
142,143.79
308,543.13
2,204,691.47
Whispering Oaks
—
1,889,642.43
2,170,800.00
21,429,228.58
Whispering Pines
—
209,070.54
384,000.00
830,437.62
Whispering Pines II
—
129,976.50
105,171.51
1,056,452.08
Whisperwood
—
157,032.54
84,240.30
899,406.42
White Bear Woods
—
721,229.92
1,624,740.73
15,339,719.61
Wilcrest Woods
—
118,940.13
187,306.36
1,769,313.26
Wilde Lake
—
778,935.68
947,200.00
9,373,041.14
Wilkins Glen
—
187,412.19
538,482.64
3,787,058.41
Willow Brook (CA)
—
217,120.44
5,055,000.00
19,429,273.68
Willow Creek
—
97,591.55
275,000.00
5,142,682.56
Willow Creek I (GA)
—
55,807.12
145,768.69
1,354,780.58
Willow Lakes
—
94,849.91
200,989.58
1,865,787.17
Willow Run (GA)
—
185,445.06
197,964.94
1,929,731.88
Willow Run (IN)
—
133,087.25
183,872.68
1,753,205.98
Willow Run (KY)
—
117,752.25
141,015.67
1,360,103.97
Willow Trail
—
535,701.31
1,120,000.00
11,948,682.90
Willowick
—
342,651.24
506,900.00
4,500,529.59
Will-O-Wisp
—
296,627.75
197,397.72
4,223,599.91
Willowood East II
—
134,638.23
104,917.75
1,059,227.95
Willowood I (Gro)
—
132,535.38
126,045.04
1,243,093.51
Willowood I (IN)
—
89,433.11
163,896.17
1,533,536.96
Willowood I (KY)
—
150,783.87
138,822.38
1,373,960.30
Willowood I (Woo)
—
68,842.24
117,254.13
1,101,978.87
Willowood II (Gro)
—
75,010.15
70,923.51
699,824.58
Willowood II (IN)
—
77,807.90
161,306.27
1,499,091.96
Willowood II (KY)
—
80,704.66
120,375.49
1,141,343.87
Willowood II (Tro)
—
131,079.86
142,623.37
1,387,747.20
Willowood II (Woo)
—
120,525.77
103,199.14
1,029,923.67
Willows I (OH), The
—
87,091.05
76,283.41
759,431.04
Willows II (OH), The
—
66,545.51
96,678.71
918,390.33
Willows III (OH), The
—
85,907.12
129,221.40
1,223,690.52
Wimberly
—
564,237.80
2,232,000.00
28,250,161.07
Wimbledon Oaks
—
737,942.60
1,491,700.00
9,581,658.63
Winchester Park
—
1,351,437.26
2,822,618.35
20,220,063.16
Winchester Wood
—
73,184.74
683,215.23
4,640,338.71
Windemere
—
1,092,867.24
949,300.00
9,752,147.46
Windmont
—
308,063.50
3,204,000.00
7,436,511.87
Windridge (CA)
—
1,431,832.79
2,662,900.00
25,417,329.36
Windwood I (FL)
—
195,527.36
113,912.73
1,199,025.64
Windwood II (FL)
—
279,970.05
118,915.07
1,327,568.37
Wingwood (Orl)
—
374,722.41
236,884.32
2,461,124.02
Winter Woods I (FL)
—
144,020.03
144,921.36
1,420,985.14
Winterwood
—
2,486,535.76
1,722,000.00
17,987,677.36
Winthrop Court (KY)
—
188,334.88
184,709.36
1,815,525.68
Winthrop Court II (OH)
—
85,114.58
102,381.09
981,690.64
Wood Creek (CA)
—
828,634.09
9,729,900.00
23,838,402.48
Wood Forest
—
128,966.49
1,008,000.00
5,079,176.78
Wood Lane Place
—
1,749,377.66
2,009,146.73
19,839,875.77
Woodbine (Cuy)
—
103,476.98
185,868.12
1,741,177.66
Woodbine (Por)
—
85,631.95
78,097.85
773,759.09
Woodbridge
—
463,986.25
737,400.00
7,100,856.10
Woodbridge (CT)
—
55,064.91
498,376.96
3,386,612.89
Woodbridge II
—
450,830.23
1,244,600.00
11,694,194.33
Woodcliff I
—
212,690.65
276,659.02
2,650,358.07
Woodcliff II
—
131,631.11
266,449.39
2,479,400.58
Woodcreek
—
2,604,671.54
1,755,800.00
18,421,126.41
Woodcrest I
—
103,821.11
115,738.70
1,132,174.13
Woodlake (WA)
—
824,004.80
6,631,400.00
17,559,489.20
Woodland Hills
—
1,376,441.60
1,224,600.00
12,387,122.34
Woodland I (FL)
—
346,984.45
461,948.64
4,417,802.43
Woodland Meadows
—
969,732.17
2,006,000.00
19,019,284.01
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Waterford at Regency
6,609,216.77
(979,099.81
)
1985
30 Years
Waterford at the Lakes
20,328,831.02
(3,810,206.84
)
1990
30 Years
Waterford Village (Broward)
19,071,024.23
(3,102,013.75
)
1989
30 Years
Watermark Square
17,373,144.13
(3,822,953.67
)
1990
30 Years
Waterstone Place
33,751,568.12
(10,995,552.11
)
1990
30 Years
Webster Green
11,071,188.76
(739,929.16
)
1985
30 Years
Welleby Lake Club
21,829,113.86
(2,906,308.44
)
1991
30 Years
Wellington Hill
21,706,659.32
(6,696,316.10
)
1987
30 Years
Wellsford Oaks
13,826,724.92
(2,681,391.33
)
1991
30 Years
Wentworth
2,315,232.64
(267,081.77
)
1985
30 Years
West Of Eastland
2,532,681.93
(312,591.75
)
1977
30 Years
Westbrook Village
13,489,092.86
(1,615,270.26
)
1984
30 Years
Westridge
37,298,712.88
(7,326,024.37
)
1987/1991
30 Years
Westside Villas I
5,080,641.37
(262,844.99
)
1999
30 Years
Westside Villas II
5,507,648.95
(283,678.21
)
1999
30 Years
Westside Villas III
8,624,595.63
(446,370.73
)
1999
30 Years
Westside Villas IV
8,610,514.52
(441,558.27
)
1999
30 Years
Westside Villas V
14,354,032.25
(736,825.97
)
1999
30 Years
Westside Villas VI
4,589,089.34
(210,876.27
)
1989
30 Years
Westside Villas VII
15,269,412.39
(192,884.47
)
2001
30 Years
Westway
1,822,854.52
(218,268.35
)
1984
30 Years
Westwood Glen
12,617,910.04
(864,477.84
)
1972
30 Years
Westwood Pines
16,104,112.12
(2,827,564.41
)
1991
30 Years
Westwynd Apts
2,513,234.60
(178,366.15
)
1969
30 Years
Whispering Oaks
23,600,028.58
(5,243,375.85
)
1974
30 Years
Whispering Pines
1,214,437.62
(97,813.57
)
1986
30 Years
Whispering Pines II
1,161,623.59
(139,942.31
)
1986
30 Years
Whisperwood
983,646.72
(121,699.65
)
1985
30 Years
White Bear Woods
16,964,460.34
(2,930,803.82
)
1989
30 Years
Wilcrest Woods
1,956,619.62
(223,504.29
)
1986
30 Years
Wilde Lake
10,320,241.14
(2,247,685.74
)
1989
30 Years
Wilkins Glen
4,325,541.05
(313,549.77
)
1975
30 Years
Willow Brook (CA)
24,484,273.68
(1,110,973.78
)
1985
30 Years
Willow Creek
5,417,682.56
(341,009.18
)
1984
30 Years
Willow Creek I (GA)
1,500,549.27
(166,275.00
)
1985
30 Years
Willow Lakes
2,066,776.75
(248,453.85
)
1986
30 Years
Willow Run (GA)
2,127,696.82
(263,583.57
)
1983
30 Years
Willow Run (IN)
1,937,078.66
(225,322.17
)
1984
30 Years
Willow Run (KY)
1,501,119.64
(180,627.37
)
1984
30 Years
Willow Trail
13,068,682.90
(1,904,100.77
)
1985
30 Years
Willowick
5,007,429.59
(843,642.46
)
1980
30 Years
Will-O-Wisp
4,420,997.63
(557,884.68
)
1970
30 Years
Willowood East II
1,164,145.70
(160,659.72
)
1985
30 Years
Willowood I (Gro)
1,369,138.55
(154,144.96
)
1984
30 Years
Willowood I (IN)
1,697,433.13
(192,839.91
)
1983
30 Years
Willowood I (KY)
1,512,782.68
(170,913.06
)
1984
30 Years
Willowood I (Woo)
1,219,233.00
(143,921.91
)
1984
30 Years
Willowood II (Gro)
770,748.09
(88,843.47
)
1985
30 Years
Willowood II (IN)
1,660,398.23
(192,160.44
)
1986
30 Years
Willowood II (KY)
1,261,719.36
(139,860.08
)
1985
30 Years
Willowood II (Tro)
1,530,370.57
(178,038.45
)
1987
30 Years
Willowood II (Woo)
1,133,122.81
(144,817.82
)
1986
30 Years
Willows I (OH), The
835,714.45
(105,290.89
)
1987
30 Years
Willows II (OH), The
1,015,069.04
(118,272.20
)
1981
30 Years
Willows III (OH), The
1,352,911.92
(154,483.10
)
1987
30 Years
Wimberly
30,482,161.07
(4,298,403.89
)
1996
30 Years
Wimbledon Oaks
11,073,358.63
(1,768,332.77
)
1985
30 Years
Winchester Park
23,042,681.51
(1,782,062.00
)
1972
30 Years
Winchester Wood
5,323,553.94
(363,515.35
)
1989
30 Years
Windemere
10,701,447.46
(2,337,226.81
)
1986
30 Years
Windmont
10,640,511.87
(843,324.42
)
1988
30 Years
Windridge (CA)
28,080,229.36
(7,634,059.54
)
1989
30 Years
Windwood I (FL)
1,312,938.37
(173,456.73
)
1988
30 Years
Windwood II (FL)
1,446,483.44
(195,072.39
)
1987
30 Years
Wingwood (Orl)
2,698,008.34
(325,588.27
)
1980
30 Years
Winter Woods I (FL)
1,565,906.50
(193,712.74
)
1985
30 Years
Winterwood
19,709,677.36
(6,336,438.77
)
1986
30 Years
Winthrop Court (KY)
2,000,235.04
(234,158.13
)
1985
30 Years
Winthrop Court II (OH)
1,084,071.73
(123,726.16
)
1986
30 Years
Wood Creek (CA)
33,568,302.48
(4,819,334.79
)
1987
30 Years
Wood Forest
6,087,176.78
(844,453.14
)
1985
30 Years
Wood Lane Place
21,849,022.50
(3,838,195.33
)
1989
30 Years
Woodbine (Cuy)
1,927,045.78
(208,336.40
)
1982
30 Years
Woodbine (Por)
851,856.94
(108,020.62
)
1981
30 Years
Woodbridge
7,838,256.10
(1,899,432.56
)
1993-95
30 Years
Woodbridge (CT)
3,884,989.85
(275,369.63
)
1968
30 Years
Woodbridge II
12,938,794.33
(2,917,709.01
)
1993-95
30 Years
Woodcliff I
2,927,017.09
(325,229.41
)
1984
30 Years
Woodcliff II
2,745,849.97
(296,525.59
)
1986
30 Years
Woodcreek
20,176,926.41
(6,493,660.71
)
1982-84
30 Years
Woodcrest I
1,247,912.83
(137,055.50
)
1984
30 Years
Woodlake (WA)
24,190,889.20
(3,042,530.97
)
1984
30 Years
Woodland Hills
13,611,722.34
(3,230,464.53
)
1985
30 Years
Woodland I (FL)
4,879,751.07
(575,012.21
)
1984/85
30 Years
Woodland Meadows
21,025,284.01
(3,820,616.95
)
1987-1989
30 Years
S - 12
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2002
Description
Initial Cost to
Company
Apartment Name
Location
Encumbrances
Land
Building &
Fixtures
Woodlands I (Col)
Columbus, OH
1,721,062.20
231,995.55
2,044,232.64
Woodlands I (PA)
Zelienople, PA
1,001,822.38
163,191.69
1,437,896.61
Woodlands I (Str)
Streetsboro, OH
246,222.00
197,377.57
1,739,111.51
Woodlands II (Col)
Columbus, OH
1,492,354.94
192,633.43
1,697,310.42
Woodlands II (PA)
Zelienople, PA
—
192,972.36
1,700,296.78
Woodlands II (Str)
Streetsboro, OH
1,529,793.55
183,996.01
1,621,205.38
Woodlands III (Col)
Columbus, OH
—
230,536.02
2,031,248.57
Woodlands of Brookfield
Brookfield, WI
(N)
1,484,600.00
13,961,080.72
Woodlands of Minnetonka
Minnetonka, MN
—
2,394,500.00
13,543,076.29
Woodleaf
Campbell, CA
(R)
8,550,600.00
16,988,182.50
Woodmoor
Austin, TX
—
653,800.00
5,875,968.39
Woodridge (MN)
Eagan, MN
7,467,450.05
1,602,300.00
10,449,579.23
Woodridge (CO)
Aurora, CO
—
2,780,700.00
7,576,972.13
Woodridge II (CO)
Aurora, CO
—
—
4,148,517.08
Woodridge III (CO)
Aurora, CO
—
—
9,130,763.69
Woods of Elm Creek
San Antonio, TX
—
590,000.00
5,310,327.86
Woods of North Bend
Raleigh, NC
(S)
1,039,500.00
9,305,318.81
Woodscape
Raleigh, NC
—
957,300.00
8,607,939.89
Woodside
Lorton, VA
—
1,326,000.00
12,510,902.78
Woodtrail
Newnan, GA
—
250,894.94
2,210,657.86
Woodvalley
Anniston, AL
1,363,931.24
190,188.16
1,675,764.93
Wyndridge 2
Memphis, TN
14,135,000.00
1,488,000.00
13,607,636.08
Wyndridge 3
Memphis, TN
10,855,000.00
1,502,500.00
13,531,740.55
Yarmouth Woods
Yarmouth, ME
—
692,800.00
6,096,155.42
Yorktowne at Olde Mill
Millersville, MD
—
216,000.00
2,674,121.00
Management Business
Chicago, IL
—
—
—
Operating Partnership
Chicago, IL (H)
43,792.00
—
—
Total Investment in Real Estate
$
2,046,995,578.53
$
1,803,577,007.59
$
10,456,109,229.10
Description
Cost Capitalized
Subsequent to
Acquisition
(Improvements, net) (E)
Gross Amount Carried
at Close of
Period 12/31/02
Apartment Name
Land
Building &
Fixtures
Land
Building &
Fixtures A)
Woodlands I (Col)
—
176,875.29
231,995.55
2,221,107.93
Woodlands I (PA)
—
122,874.96
163,191.69
1,560,771.57
Woodlands I (Str)
—
184,675.93
197,377.57
1,923,787.44
Woodlands II (Col)
—
160,277.51
192,633.43
1,857,587.93
Woodlands II (PA)
—
104,681.00
192,972.36
1,804,977.78
Woodlands II (Str)
—
173,027.92
183,996.01
1,794,233.30
Woodlands III (Col)
—
295,627.72
230,536.02
2,326,876.29
Woodlands of Brookfield
—
700,020.83
1,484,600.00
14,661,101.55
Woodlands of Minnetonka
—
809,486.25
2,394,500.00
14,352,562.54
Woodleaf
—
524,617.39
8,550,600.00
17,512,799.89
Woodmoor
—
1,716,833.62
653,800.00
7,592,802.01
Woodridge (MN)
—
772,994.24
1,602,300.00
11,222,573.47
Woodridge (CO)
—
814,685.95
2,780,700.00
8,391,658.08
Woodridge II (CO)
—
421,410.74
—
4,569,927.82
Woodridge III (CO)
—
929,421.81
—
10,060,185.50
Woods of Elm Creek
—
607,599.80
590,000.00
5,917,927.66
Woods of North Bend
—
1,536,919.64
1,039,500.00
10,842,238.45
Woodscape
—
703,617.95
957,300.00
9,311,557.84
Woodside
—
810,270.76
1,326,000.00
13,321,173.54
Woodtrail
—
174,907.49
250,894.94
2,385,565.35
Woodvalley
—
86,234.97
190,188.16
1,761,999.90
Wyndridge 2
—
1,252,783.82
1,488,000.00
14,860,419.90
Wyndridge 3
—
850,679.31
1,502,500.00
14,382,419.86
Yarmouth Woods
—
355,803.24
692,800.00
6,451,958.66
Yorktowne at Olde Mill
—
4,204,000.95
216,000.00
6,878,121.95
Management Business
—
58,845,558.62
—
58,845,558.62
Operating Partnership
—
—
—
—
Total Investment in Real Estate
$
—
$
786,577,064.52
$
1,803,577,007.59
$
11,242,686,293.62
Description
Total (B)
Accumulated
Depreciation
Date of
Construction
Life Used to
Compute
Depreciation in
Latest Income
Statement (C)Apartment Name
Woodlands I (Col)
2,453,103.48
(288,275.93
)
1983
30 Years
Woodlands I (PA)
1,723,963.26
(194,067.24
)
1983
30 Years
Woodlands I (Str)
2,121,165.01
(250,523.14
)
1984
30 Years
Woodlands II (Col)
2,050,221.36
(241,386.29
)
1984
30 Years
Woodlands II (PA)
1,997,950.14
(221,806.00
)
1987
30 Years
Woodlands II (Str)
1,978,229.31
(234,657.46
)
1985
30 Years
Woodlands III (Col)
2,557,412.31
(300,119.50
)
1987
30 Years
Woodlands of Brookfield
16,145,701.55
(2,521,095.94
)
1990
30 Years
Woodlands of Minnetonka
16,747,062.54
(2,857,444.86
)
1988
30 Years
Woodleaf
26,063,399.89
(2,819,071.49
)
1984
30 Years
Woodmoor
8,246,602.01
(2,832,808.07
)
1981
30 Years
Woodridge (MN)
12,824,873.47
(2,067,345.38
)
1986
30 Years
Woodridge (CO)
11,172,358.08
(1,523,142.92
)
1980-82
30 Years
Woodridge II (CO)
4,569,927.82
(836,391.33
)
1980-82
30 Years
Woodridge III (CO)
10,060,185.50
(1,841,805.72
)
1980-82
30 Years
Woods of Elm Creek
6,507,927.66
(1,406,426.15
)
1983
30 Years
Woods of North Bend
11,881,738.45
(3,473,671.23
)
1983
30 Years
Woodscape
10,268,857.84
(2,313,365.72
)
1979
30 Years
Woodside
14,647,173.54
(4,093,660.88
)
1987
30 Years
Woodtrail
2,636,460.29
(284,281.09
)
1984
30 Years
Woodvalley
1,952,188.06
(222,633.73
)
1986
30 Years
Wyndridge 2
16,348,419.90
(3,477,115.58
)
1988
30 Years
Wyndridge 3
15,884,919.86
(3,192,022.49
)
1988
30 Years
Yarmouth Woods
7,144,758.66
(1,274,116.52
)
1971/1978
30 Years
Yorktowne at Olde Mill
7,094,121.95
(5,373,894.06
)
1974
30 Years
Management Business
58,845,558.62
(41,664,975.01
)
(D)
Operating Partnership
—
—
Total Investment in Real Estate
$
13,046,263,301.21
$
(2,112,017,518.57
)
S - 13
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2002
NOTES:
(A)
The balance of furniture & fixtures included in the total investment in real estate amount was $597,215,716.74 as of December 31, 2002.
(B)
The aggregate cost for Federal Income Tax purposes as of December 31, 2002 was approximately $8.7 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)
The development of this property is currently on hold.
(G)
A portion 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 five properties are pledged as additional collateral in connection with a tax-exempt bond financing.
S - 14
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
Encumbrances Reconciliation
December 31, 2002
Entity Encumbrances
Number of
Properties
Encumbered By
See Properties
With Note:
Amount
EQR Arbors Financing LP
2
(K)
$
13,546,252.82
EQR Breton Hammocks Financing LP
1
(L)
15,113,185.88
EQR-Bond Partnership
14
(M)
207,594,000.00
EQR Flatlands LLC
5
(N)
50,000,000.00
EWR, LP
5
(O)
46,217,872.78
GPT-Windsor, LLC
17
(P)
63,000,000.00
EQR-Codelle, LP
10
(Q)
121,787,418.54
EQR-Conner, LP
15
(R)
213,801,774.22
EQR-FANCAP 2000A LP
11
(S)
148,333,000.00
GC Southeast Partners LP (SEP)
14
(T)
1,225,000.00
Entity Encumbrances
880,618,504.24
Individual Property Encumbrances
2,046,995,578.53
Total Encumbrances per Financial Statements
$
2,927,614,082.77
S - 15
ERP OPERATING LIMITED PARTNERSHIP
Schedule III - Real Estate and Accumulated Depreciation
(Amounts in thousands)
The changes in total real estate for the years ended December 31, 2002, 2001 and 2000 are as follows:
2002
2001
2000
Balance, beginning of year
$
13,019,841
$
12,650,028
$
12,257,344
Acquisitions and development
528,302
753,648
1,273,837
Improvements
164,077
157,847
142,829
Write-off of fully depreciated assets which are no longer in service
—
(149
)
—
Dispositions and other
(665,957
)
(541,533
)
(1,023,982
)
Balance, end of year
$
13,046,263
$
13,019,841
$
12,650,028
The changes in accumulated depreciation for
furniture & fixtures is 7 years. (D) These two propertiesthe years ended December 31, 2002, 2001, and 2000 areencumbered by $14,947,187 in bonds. (E) These seventeen properties are encumbered by $136,000,000 in bonds. (F) These four properties are encumbered by $15,500,000 in bonds. (G) This asset consists of various acquisition dates and represents furniture, fixtures and equipment owned by the Management Business. (H) This asset consists of various acquisition dates and represents furniture, fixtures and equipment owned by the Operating Partnership. (I) Improvements are net of write-off of fully depreciated assets which are no longer in service. (J) Combined with Cedar Cove. (K) Formerly knownasOxford & Sussex. (L) Formerly known as Post Place. (M) Formerly known as The Vinings at Coral Springs. (N) Formerly known as The Plantations (NC). (O) These five properties are pledged as additional collateral in connection with the tax-exempt bond refinancing. (P) These twenty-one properties are encumbered by $133,669,779 in bonds. (Q) These five properties are encumbered by a $50,200,125 note payable. (R) Balances represent development properties Montierra, The Retreat and Vista Grove. These apartment communities are currently under construction and/or are in the process of being leased up. * Four Lakes was constructed in phases between 1968 & 1988. (#) The Lodge-Texas was struck by a tornado that destroyed most of the property. The property was reconstructed during 1989 & 1990. (x) Pines of Springdale was constructed in phases between 1985 & 1987. S-11follows:
2002
2001
2000
Balance, beginning of year
$
1,719,131
$
1,359,089
$
1,076,001
Depreciation
471,295
457,071
441,690
Write-off of fully depreciated assets which are no longer in service
—
(149
)
—
Dispositions and other
(78,409
)
(96,880
)
(158,602
)
Balance, end of year
$
2,112,017
$
1,719,131
$
1,359,089
S - 16