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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 25, 2005
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EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)
Maryland 1-12252 13-3675988
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
(Address of principal executive offices and 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 7.01 Regulation FD Disclosure
On February 25, 2005, Equity Residential (the "Company") issued a press
release announcing it has received $57 million in cash, and will record a $57
million gain, for its ownership investment in Rent.com in connection with the
previously announced acquisition of Rent.com by eBay Inc. As a result, the
Company updated its earnings guidance for the first quarter and full year of
2005 previously provided in its release dated February 2, 2005. The press
release is furnished herewith as Exhibit 99.1 and incorporated herein by
reference.
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 is a recognized measure of performance by the real
estate industry and by excluding gains or losses related to dispositions of
depreciable property and excluding real estate depreciation (which can vary
among owners of identical assets in similar condition based on historical cost
accounting and useful life estimates), FFO can help compare the operating
performance of a company's real estate between periods or as compared to
different companies. 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 Exhibit
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99.1 Press Release dated February 25, 2005.
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.
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.
Date: February 25, 2005 EQUITY RESIDENTIAL
By: /s/ Michael J. McHugh
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Michael J. McHugh
Executive Vice President, Chief
Accounting Officer and Treasurer