0000906107-16-000039.txt : 20160603 0000906107-16-000039.hdr.sgml : 20160603 20160603161413 ACCESSION NUMBER: 0000906107-16-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160603 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160603 DATE AS OF CHANGE: 20160603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 161695843 BUSINESS ADDRESS: STREET 1: EQUITY RESIDENTIAL STREET 2: TWO NORTH RIVERSIDE PLAZA, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129281178 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST DATE OF NAME CHANGE: 19930524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ERP OPERATING LTD PARTNERSHIP CENTRAL INDEX KEY: 0000931182 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363894853 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24920 FILM NUMBER: 161695844 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124741300 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 a1q2016proformascoverpage.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of Earliest Event Reported): June 3, 2016

EQUITY RESIDENTIAL
(Exact name of registrant as specified in its charter)
Maryland
 
1-12252
 
13-3675988
(State or other jurisdiction
of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)

ERP OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Illinois
 
0-24920
 
36-3894853
(State or other jurisdiction
of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
 
Two North Riverside Plaza
Suite 400, Chicago, Illinois
 
60606
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (312) 474-1300
  
Not applicable
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(b)    Pro Forma Financial Information.
On January 26, 2016 and January 27, 2016, ERP Operating Limited Partnership (“ERP”), a subsidiary and the operating partnership of Equity Residential ("EQR") through which Equity Residential owns substantially all of its assets, together with certain wholly-owned subsidiaries of ERP (collectively, the “Company”), closed on the sale of all of the assets included in its previously announced sale of a portfolio of 72 multifamily assets, comprising 23,262 apartment units across the United States (the “Starwood Portfolio”) to controlled affiliates of Starwood Capital Group. The Company is hereby filing as Exhibit 99.1 certain financial information relating to the Starwood Portfolio under Article 11 of Regulation S-X.

(d)    Exhibits.

Exhibit
Number
 
Description
99.1
 
Unaudited Pro Forma Condensed Consolidated Financial Statements of Equity Residential and ERP
    Operating Limited Partnership.







































SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
 
EQUITY RESIDENTIAL
 
 
 
 
 
 
 
 
 
 
Date:
June 3, 2016
 
By:
/s/ Mark J. Parrell
 
 
 
Name:
Mark J. Parrell
 
 
 
Its:
Executive Vice President and Chief Financial Officer
 
 
 
 
(Principal Financial Officer)
 
 
 
 
 
Date:
June 3, 2016
 
By:
/s/ Ian S. Kaufman
 
 
 
Name:
Ian S. Kaufman
 
 
 
Its:
Senior Vice President and Chief Accounting Officer
 
 
 
 
(Principal Accounting Officer)
 
 
 
 
 
 
 
 
ERP OPERATING LIMITED PARTNERSHIP
 
 
 
BY: EQUITY RESIDENTIAL
 
 
 
ITS GENERAL PARTNER
 
 
 
 
 
 
 
 
 
 
Date:
June 3, 2016
 
By:
/s/ Mark J. Parrell
 
 
 
Name:
Mark J. Parrell
 
 
 
Its:
Executive Vice President and Chief Financial Officer
 
 
 
 
(Principal Financial Officer)
 
 
 
 
 
Date:
June 3, 2016
 
By:
/s/ Ian S. Kaufman
 
 
 
Name:
Ian S. Kaufman
 
 
 
Its:
Senior Vice President and Chief Accounting Officer
 
 
 
 
(Principal Accounting Officer)



 EX-99.1 2 a1q2016proformas.htm EX-99.1 Exhibit


Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Statements

On October 23, 2015, ERP Operating Limited Partnership, a subsidiary and the operating partnership of Equity Residential through which Equity Residential owns substantially all of its assets, together with certain wholly-owned subsidiaries of ERP Operating Limited Partnership (collectively, the “Company”), entered into ten substantially identical Real Estate Sale Agreements (the “Sale Agreements”) with SCG Atlas Acquisition, L.P., an affiliate of Starwood Global Opportunity Fund X (“Starwood”), pursuant to which the Company agreed to sell to Starwood a portfolio of 72 multifamily assets, comprising 23,262 apartment units across the United States (the “Starwood Portfolio”), for $5.365 billion in cash. On January 26 and 27, 2016, the Company closed on the sale of the entire portfolio described above.

The foregoing description of the Sale Agreements is not complete and is subject to and qualified in its entirety by reference to the Sale Agreements, one of which is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K dated October 23, 2015 and filed with the SEC on October 26, 2015.

The sale of the Starwood Portfolio, combined with other completed and planned 2016 dispositions, has resulted in the Company’s exit from the South Florida and Denver markets and should ultimately complete the Company's planned exit from the Phoenix market as well as certain New England submarkets. The Pro Forma Financial Statements include only adjustments for the Starwood Portfolio disposition and therefore exclude adjustments for all of the Company's other completed and planned 2016 dispositions. There can be no assurance that the remaining other planned 2016 dispositions will ultimately be consummated.

The Company used and expects to use the majority of the proceeds from the sale of the Starwood Portfolio and other completed and planned 2016 dispositions to pay two special dividends to its shareholders and holders of OP Units of between $10.00 and $12.00 per share/unit in the aggregate.  On February 22, 2016, the Board of Trustees declared a special dividend of $8.00 per share/unit which was paid on March 10, 2016 to shareholders/unitholders of record as of March 3, 2016. The Company expects to pay an additional special dividend of approximately $2.00 to $4.00 per share/unit later in 2016. All future dividends remain subject to the discretion of the Company's Board of Trustees. The Company used the majority of the remaining proceeds to reduce aggregate indebtedness in order to make the transaction leverage neutral.  The Company retired approximately $2.0 billion in secured and unsecured debt in the first quarter of 2016, the majority of which was scheduled to mature in 2016 and 2017. The Pro Forma Financial Statements, in accordance with SEC rules and regulations, do not reflect any use of proceeds.

The accompanying unaudited Pro Forma Condensed Consolidated Statements of Operations for the quarter ended March 31, 2016 and for the year ended December 31, 2015 of Equity Residential and ERP Operating Limited Partnership are presented as if the entire Starwood Portfolio had been disposed of on January 1, 2015.

The unaudited Pro Forma Condensed Consolidated Statements of Operations are segregated into separate components as follows:

•
the historical Consolidated Statements of Operations of the Company;
•
the elimination of the historical combined revenues and certain expenses of the Starwood Portfolio and interest expense on certain mortgage debt that was required to be paid off prior to closing the transaction; and
•
the Pro Forma Condensed Consolidated Statements of Operations of the Company.
    
    








These Pro Forma Financial Statements should be read in conjunction with:

•
The Company’s historical consolidated financial statements and notes thereto as of and for the quarter ended March 31, 2016, included in the Company’s Combined Form 10-Q filed with the SEC on May 5, 2016; and
•
The Company’s historical consolidated financial statements and notes thereto as of and for the year ended December 31, 2015, included in the Company’s Combined Form 10-K filed with the SEC on February 25, 2016.

In management’s opinion, all adjustments necessary to reflect the disposition of the Starwood Portfolio have been made. The following unaudited Pro Forma Condensed Consolidated Statements of Operations are not necessarily indicative of what the actual results of operations would have been for the quarter ended March 31, 2016 or for the year ended December 31, 2015 assuming the above transaction had been consummated on January 1, 2015, nor do they purport to represent the future results of operations of the Company.




Equity Residential
Pro Forma Condensed Consolidated Statement of Operations
Quarter Ended March 31, 2016
(Amounts in thousands except per share data)
(Unaudited)
 
 
(1)
 
(2)
 
 
 
 
Equity Residential Historical
 
Starwood Portfolio
 
Pro Forma Amounts
REVENUES
 
 
 
 
 
 
Rental income
 
$
616,165

 
$
(30,117
)
 
$
586,048

Fee and asset management
 
2,918

 
—

 
2,918

Total revenues
 
619,083

 
(30,117
)
 
588,966

 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
 
Property and maintenance
 
109,165

 
(7,890
)
 
101,275

Real estate taxes and insurance
 
80,196

 
(2,872
)
 
77,324

Property management
 
23,495

 
(2
)
 
23,493

General and administrative
 
16,717

 
(1
)
 
16,716

Depreciation
 
172,885

 
—

 
172,885

Total expenses
 
402,458

 
(10,765
)
 
391,693

 
 
 
 
 
 
 
Operating income
 
216,625

 
(19,352
)
 
197,273

 
 
 
 
 
 
 
Interest and other income
 
3,058

 
(2
)
 
3,056

Other expenses
 
(2,556
)
 
—

 
(2,556
)
Interest:
 
 
 
 
 
 
Expense incurred, net
 
(213,492
)
 
328

(2a)
(213,164
)
Amortization of deferred financing costs
 
(5,394
)
 
707

(2a)
(4,687
)
(Loss) before income and other taxes, (loss) from investments
in unconsolidated entities, net gain on sales of real estate
properties and land parcels and discontinued operations
 
(1,759
)
 
(18,319
)
 
(20,078
)
Income and other tax (expense) benefit
 
(350
)
 
—

 
(350
)
(Loss) from investments in unconsolidated entities
 
(1,104
)
 
—

 
(1,104
)
Net gain on sales of real estate properties
 
3,723,479

 
(3,161,221
)
(2b)
562,258

Net gain on sales of land parcels
 
11,722

 
—

 
11,722

Income from continuing operations
 
3,731,988

 
(3,179,540
)
 
552,448

Discontinued operations, net
 
(157
)
 
—

 
(157
)
Net income
 
3,731,831

 
(3,179,540
)
 
552,291

Net (income) attributable to Noncontrolling Interests:
 
 
 
 
 
 
Operating Partnership
 
(143,309
)
 
122,132

(2c)
(21,177
)
Partially Owned Properties
 
(764
)
 
—

 
(764
)
Net income attributable to controlling interests
 
3,587,758

 
(3,057,408
)
 
530,350

Preferred distributions
 
(773
)
 
—

 
(773
)
Net income available to Common Shares
 
$
3,586,985

 
$
(3,057,408
)
 
$
529,577

 
 
 
 
 
 
 
Earnings per share – basic:
 
 
 
 
 
 
Income from continuing operations available to Common Shares
 
$
9.84

 
 
 
$
1.45

Net income available to Common Shares
 
$
9.84

 
 
 
$
1.45

Weighted average Common Shares outstanding
 
364,592

 
 
 
364,592

 
 
 
 
 
 
 
Earnings per share – diluted:
 
 
 
 
 
 
Income from continuing operations available to Common Shares
 
$
9.76

 
 
 
$
1.44

Net income available to Common Shares
 
$
9.76

 
 
 
$
1.44

Weighted average Common Shares outstanding
 
382,243

 
 
 
382,243


See accompanying notes.





Equity Residential
Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2015
(Amounts in thousands except per share data)
(Unaudited)
 
 
(1)
 
(2)
 
 
 
 
Equity
Residential
Historical
 
Starwood
Portfolio
 
Pro Forma
Amounts
REVENUES
 
 
 
 
 
 
Rental income
 
$
2,736,578

 
$
(427,433
)
 
$
2,309,145

Fee and asset management
 
8,387

 
—

 
8,387

Total revenues
 
2,744,965

 
(427,433
)
 
2,317,532

 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
 
Property and maintenance
 
479,160

 
(78,189
)
 
400,971

Real estate taxes and insurance
 
339,802

 
(48,403
)
 
291,399

Property management
 
81,185

 
(11
)
 
81,174

Fee and asset management
 
5,021

 
—

 
5,021

Depreciation
 
765,895

 
(87,616
)
 
678,279

General and administrative
 
65,082

 
(38
)
 
65,044

Total expenses
 
1,736,145

 
(214,257
)
 
1,521,888

 
 
 
 
 
 
 
Operating income
 
1,008,820

 
(213,176
)
 
795,644

 
 
 
 
 
 
 
Interest and other income
 
7,372

 
(1
)
 
7,371

Other expenses
 
(2,942
)
 
35

 
(2,907
)
Interest:
 
 
 
 
 
 
Expense incurred, net
 
(444,069
)
 
680

(2a)
(443,389
)
Amortization of deferred financing costs
 
(10,801
)
 
559

(2a)
(10,242
)
Income before income and other taxes, income from investments
in unconsolidated entities, net gain (loss) on sales of real estate
properties and land parcels and discontinued operations
 
558,380

 
(211,903
)
 
346,477

Income and other tax (expense) benefit
 
(917
)
 
1

 
(916
)
Income from investments in unconsolidated entities
 
15,025

 
—

 
15,025

Net gain on sales of real estate properties
 
335,134

 
—

 
335,134

Net (loss) on sales of land parcels
 
(1
)
 
—

 
(1
)
Income from continuing operations
 
907,621

 
(211,902
)
 
695,719

Discontinued operations, net
 
397

 
—

 
397

Net income
 
908,018

 
(211,902
)
 
696,116

Net (income) attributable to Noncontrolling Interests:
 
 
 
 
 
 
Operating Partnership
 
(34,241
)
 
8,083

(2c)
(26,158
)
Partially Owned Properties
 
(3,657
)
 
—


(3,657
)
Net income attributable to controlling interests
 
870,120

 
(203,819
)
 
666,301

Preferred distributions
 
(3,357
)
 
—

 
(3,357
)
Premium on redemption of Preferred Shares
 
(3,486
)
 
—

 
(3,486
)
Net income available to Common Shares
 
$
863,277

 
$
(203,819
)
 
$
659,458

 
 
 
 
 
 
 
Earnings per share – basic:
 
 
 
 
 
 
Income from continuing operations available to Common Shares
 
$
2.37

 
 
 
$
1.81

Net income available to Common Shares
 
$
2.37

 
 
 
$
1.81

Weighted average Common Shares outstanding
 
363,498

 
 
 
363,498

 
 
 
 
 
 
 
Earnings per share – diluted:
 
 
 
 
 
 
Income from continuing operations available to Common Shares
 
$
2.36

 
 
 
$
1.80

Net income available to Common Shares
 
$
2.36

 
 
 
$
1.80

Weighted average Common Shares outstanding
 
380,620

 
 
 
380,620


See accompanying notes.



ERP Operating Limited Partnership
Pro Forma Condensed Consolidated Statement of Operations
Quarter Ended March 31, 2016
(Amounts in thousands except per Unit data)
(Unaudited)
 
 
(1)
 
(2)
 
 
 
 
ERP Operating Limited Partnership Historical
 
Starwood
Portfolio
 
Pro Forma Amounts
REVENUES
 
 
 
 
 
 
Rental income
 
$
616,165

 
$
(30,117
)
 
$
586,048

Fee and asset management
 
2,918

 
—

 
2,918

Total revenues
 
619,083

 
(30,117
)
 
588,966

 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
 
Property and maintenance
 
109,165

 
(7,890
)
 
101,275

Real estate taxes and insurance
 
80,196

 
(2,872
)
 
77,324

Property management
 
23,495

 
(2
)
 
23,493

General and administrative
 
16,717

 
(1
)
 
16,716

Depreciation
 
172,885

 
—

 
172,885

Total expenses
 
402,458

 
(10,765
)
 
391,693

 
 
 
 
 
 
 
Operating income
 
216,625

 
(19,352
)
 
197,273

 
 
 
 
 
 
 
Interest and other income
 
3,058

 
(2
)
 
3,056

Other expenses
 
(2,556
)
 
—

 
(2,556
)
Interest:
 
 
 
 
 
 
Expense incurred, net
 
(213,492
)
 
328

(2a)
(213,164
)
Amortization of deferred financing costs
 
(5,394
)
 
707

(2a)
(4,687
)
(Loss) before income and other taxes, (loss) from investments
in unconsolidated entities, net gain on sales of real estate
properties and land parcels and discontinued operations
 
(1,759
)
 
(18,319
)
 
(20,078
)
Income and other tax (expense) benefit
 
(350
)
 
—

 
(350
)
(Loss) from investments in unconsolidated entities
 
(1,104
)
 
—


(1,104
)
Net gain on sales of real estate properties
 
3,723,479

 
(3,161,221
)
(2b)
562,258

Net gain on sales of land parcels
 
11,722

 
—

 
11,722

Income from continuing operations
 
3,731,988

 
(3,179,540
)
 
552,448

Discontinued operations, net
 
(157
)
 
—

 
(157
)
Net income
 
3,731,831

 
(3,179,540
)
 
552,291

Net (income) attributable to Noncontrolling Interests – Partially
Owned Properties
 
(764
)
 
—

 
(764
)
Net income attributable to controlling interests
 
$
3,731,067

 
$
(3,179,540
)
 
$
551,527

 
 
 
 
 
 
 
ALLOCATION OF NET INCOME:
 
 
 
 
 
 
Preference Units
 
$
773

 
$
—

 
$
773

 
 
 
 
 
 
 
General Partner
 
$
3,586,985

 
$
(3,057,408
)
 
$
529,577

Limited Partners
 
143,309

 
(122,132
)
(2c)
21,177

Net income available to Units
 
$
3,730,294

 
$
(3,179,540
)
 
$
550,754

 
 
 
 
 
 
 
Earnings per Unit – basic:
 
 
 
 
 
 
Income from continuing operations available to Units
 
$
9.84

 
 
 
$
1.45

Net income available to Units
 
$
9.84

 
 
 
$
1.45

Weighted average Units outstanding
 
378,289

 
 
 
378,289

 
 
 
 
 
 
 
Earnings per Unit – diluted:
 
 
 
 
 
 
Income from continuing operations available to Units
 
$
9.76

 
 
 
$
1.44

Net income available to Units
 
$
9.76

 
 
 
$
1.44

Weighted average Units outstanding
 
382,243

 
 
 
382,243


See accompanying notes.




ERP Operating Limited Partnership
Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2015
(Amounts in thousands except per Unit data)
(Unaudited)
 
 
(1)
 
(2)
 
 
 
 
ERP Operating
Limited Partnership
Historical
 
Starwood Portfolio
 
Pro Forma Amounts
REVENUES
 
 
 
 
 
 
Rental income
 
$
2,736,578

 
$
(427,433
)
 
$
2,309,145

Fee and asset management
 
8,387

 
—

 
8,387

Total revenues
 
2,744,965

 
(427,433
)
 
2,317,532

 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
 
Property and maintenance
 
479,160

 
(78,189
)
 
400,971

Real estate taxes and insurance
 
339,802

 
(48,403
)
 
291,399

Property management
 
81,185

 
(11
)
 
81,174

Fee and asset management
 
5,021

 
—

 
5,021

Depreciation
 
765,895

 
(87,616
)
 
678,279

General and administrative
 
65,082

 
(38
)
 
65,044

Total expenses
 
1,736,145

 
(214,257
)
 
1,521,888

 
 
 
 
 
 
 
Operating income
 
1,008,820

 
(213,176
)
 
795,644

 
 
 
 
 
 
 
Interest and other income
 
7,372

 
(1
)
 
7,371

Other expenses
 
(2,942
)
 
35

 
(2,907
)
Interest:
 
 
 
 
 
 
Expense incurred, net
 
(444,069
)
 
680

(2a)
(443,389
)
Amortization of deferred financing costs
 
(10,801
)
 
559

(2a)
(10,242
)
Income before income and other taxes, income from investments
in unconsolidated entities, net gain (loss) on sales of real estate
properties and land parcels and discontinued operations
 
558,380

 
(211,903
)
 
346,477

Income and other tax (expense) benefit
 
(917
)
 
1

 
(916
)
Income from investments in unconsolidated entities
 
15,025

 
—

 
15,025

Net gain on sales of real estate properties
 
335,134

 
—

 
335,134

Net (loss) on sales of land parcels
 
(1
)
 
—

 
(1
)
Income from continuing operations
 
907,621

 
(211,902
)
 
695,719

Discontinued operations, net
 
397

 
—

 
397

Net income
 
908,018

 
(211,902
)
 
696,116

Net (income) attributable to Noncontrolling Interests – Partially
Owned Properties
 
(3,657
)
 
—


(3,657
)
Net income attributable to controlling interests
 
$
904,361

 
$
(211,902
)
 
$
692,459

 
 
 
 
 
 
 
ALLOCATION OF NET INCOME:
 
 
 
 
 
 
Preference Units
 
$
3,357

 
$
—

 
$
3,357

Premium on redemption of Preference Units
 
$
3,486

 
$
—

 
$
3,486

 
 
 
 
 
 
 
General Partner
 
$
863,277

 
$
(203,819
)
 
$
659,458

Limited Partners
 
34,241

 
(8,083
)
(2c)
26,158

Net income available to Units
 
$
897,518

 
$
(211,902
)
 
$
685,616

 
 
 
 
 
 
 
Earnings per Unit – basic:
 
 
 
 
 
 
Income from continuing operations available to Units
 
$
2.37

 
 
 
$
1.81

Net income available to Units
 
$
2.37

 
 
 
$
1.81

Weighted average Units outstanding
 
377,074

 
 
 
377,074

 
 
 
 
 
 
 
Earnings per Unit – diluted:
 
 
 
 
 
 
Income from continuing operations available to Units
 
$
2.36

 
 
 
$
1.80

Net income available to Units
 
$
2.36

 
 
 
$
1.80

Weighted average Units outstanding
 
380,620

 
 
 
380,620


See accompanying notes.



EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2016 AND YEAR ENDED DECEMBER 31, 2015
(Unaudited)

Notes to Pro Forma Condensed Consolidated Statements of Operations

(1)
Historical Balances – Represents the consolidated statements of operations of the Company as contained in the historical consolidated financial statements included in its Form 10-Q as of and for the quarter ended March 31, 2016 and its Form 10-K as of and for the year ended December 31, 2015 previously filed with the SEC on May 5, 2016 and February 25, 2016, respectively.

(2)
Starwood Portfolio – Represents the historical combined revenues and certain expenses of the Starwood Portfolio for the quarter ended March 31, 2016 and for the year ended December 31, 2015 as if the disposition had occurred on January 1, 2015.

a.
Reflects only the interest expense and amortization of deferred financing costs related to certain mortgage debt that was required to be paid off prior to closing the transaction.

b.
Reflects the gain on sale of real estate properties related to the Starwood Portfolio, which has been eliminated from these pro forma results as it is not expected to have a continuing impact on the Company's financial results.

c.
Reflects the allocation of results between the controlling interests and the Noncontrolling Interests – Operating Partnership based on the Noncontrolling Interests – Operating Partnership weighted average ownership of 3.84% and 3.82% of Equity Residential for the quarter ended March 31, 2016 and for the year ended December 31, 2015, respectively.