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): September 8, 2004

 

EQUITY RESIDENTIAL

(Exact Name of Registrant as Specified in its Charter)

 

Illinois		1-12252		13-3675988
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)
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
http://www.equityapartments.com
(Registrant’s web site)
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):

 

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

 

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

 

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

 

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

 

 

Item 7.01. Regulation FD Disclosure.

 

On September 8, 2004, Equity Residential issued a press release updating earlier guidance with respect to fully diluted GAAP earnings per share for the third quarter ending September 30, 2004 and full year ending December 31, 2004.  The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

 

The press release includes certain non-GAAP financial measures.  A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s financial statements.

 

Non-GAAP financial measures utilized by the Company include Funds from Operations (“FFO”).  The Company’s management believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company because it provides investors an understanding of the ability of the Company to incur and service debt and to make capital expenditures. FFO in and of itself does not represent net income or net cash flows from operating activities in accordance with GAAP. Therefore, FFO should not be exclusively considered as an alternative to net income or to net cash flows from operating     activities as determined by GAAP or as a measure of liquidity. The Company’s calculation of FFO may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Press Release dated September 8, 2004

 

Pursuant to SEC Release Nos. 33-8400 and 34-49424, the foregoing exhibit is being furnished and will not be deemed “filed” for purposes of the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

2

 

SIGNATURES

 

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

 

	EQUITY RESIDENTIAL
Date: September 8, 2004	By:	/s/  DONNA BRANDIN
	Name:	Donna Brandin
	Its:	Executive Vice President and Chief Financial Officer
Date: September 8, 2004	By:	/s/  MICHAEL J. McHUGH
	Name:	Michael J. McHugh
	Its:	Executive Vice President, Chief Accounting Officer and Treasurer

 

3

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release dated September 8, 2004

 

4