-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P2qOmzf1vmUAMQwoS2mohWiRe+Ucqrq90PkkzOzJSS1CP6NC/H0HHmv89C8kvvoB eUzErD7X+1Tf2iW2j4lnUg== 0001157523-09-000860.txt : 20090205 0001157523-09-000860.hdr.sgml : 20090205 20090204191954 ACCESSION NUMBER: 0001157523-09-000860 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090204 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090205 DATE AS OF CHANGE: 20090204 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: 09569665 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 8-K 1 a5888331.htm EQUITY RESIDENTIAL 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 4, 2009

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 No.)

Two North Riverside Plaza

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 2.02.     Results of Operations and Financial Condition.

On February 4, 2009, Equity Residential issued a press release announcing its results of operations and financial condition as of December 31, 2008 and for the year and quarter then ended.  The press release is attached hereto as Exhibit 99.1.  The information contained in this report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity Residential under the Securities Act of 1933, as amended.

Item 9.01.     Financial Statements and Exhibits.

Exhibit

Number

 

Exhibit

99.1

Press Release dated February 4, 2009, announcing the results of operations and financial
condition of Equity Residential as of December 31, 2008 and for the year and quarter then
ended.


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: February 4, 2009 By:

/s/ Ian S. Kaufman

 
Name:

Ian S. Kaufman

 

Its:

First Vice President and Chief Accounting Officer


EXHIBIT INDEX

Exhibit
Number

 

Exhibit

99.1

Press Release dated February 4, 2009, announcing the results of operations and financial
condition of Equity Residential as of December 31, 2008 and for the year and quarter then
ended.

EX-99.1 2 a5888331ex991.htm EXHIBIT 99.1

Exhibit 99.1

Equity Residential Reports 2008 Results

Provides Outlook for 2009 Performance

CHICAGO--(BUSINESS WIRE)--February 4, 2009--Equity Residential (NYSE: EQR) today reported results for the quarter and year ended December 31, 2008. All per share results are reported on a fully-diluted basis.

“Our 2008 operating results were in line with our expectations due mostly to strong property performance in the first nine months of the year since we did not begin to feel the full impact of the slowing economy and mounting job losses until later in the year,” said David J. Neithercut, Equity Residential’s President and CEO. “2009 will be a challenging year as job losses are expected to continue, further weakening pricing power across our markets. Looking longer term, however, we are excited about our prospects because there is virtually no new product in the development pipeline and the demographic picture is very favorable for apartment fundamentals.”

Fourth Quarter 2008

For the fourth quarter 2008, the company reported a loss of $0.13 per share compared to earnings of $0.44 per share in the fourth quarter of 2007. The difference is primarily due to a previously announced development-related impairment charge of $116.4 million, or $0.40 per share, as well as lower gains from property sales caused by lower property sales volume in 2008.

Funds from Operations (FFO) for the quarter ended December 31, 2008 were $0.29 per share compared to $0.67 per share in the same period of 2007. The company’s pre-impairment FFO was $0.69 per share, approximately $0.07 per share above the midpoint of the company’s guidance range provided on October 29, 2008 and primarily attributable to the following:

  • Higher property net operating income (NOI) than budgeted of approximately $0.01 per share due to expense savings;
  • Debt extinguishment gains that were approximately $0.02 per share higher than the approximately $0.04 per share of gains the company had budgeted; and
  • Lower interest expense of approximately $0.01 per share due to lower floating rates than budgeted; and other items, including lower than budgeted prepayment penalties and income taxes, of approximately $0.03 per share.

Year Ended December 31, 2008

For the year ended December 31, 2008, the company reported earnings of $1.49 per share compared to $3.39 per share for 2007.


FFO for the year ended December 31, 2008 was $2.18 per share compared to $2.39 per share in the same period of 2007. The company’s pre-impairment FFO for the full year was $2.58 per share.

Same Store Results

On a same store fourth quarter to fourth quarter comparison, which includes 123,543 apartment units, revenues increased 2.4%, expenses increased 1.8% and NOI increased 2.8%. The increase in same store revenues was driven primarily by an increase in average rental rates.

On a same store year over year comparison, which includes 115,051 apartment units, revenues increased 3.2%, expenses increased 2.2% and NOI increased 3.8%. The increase in same store revenues was driven primarily by an increase in average rental rates.

Acquisitions/Dispositions

During the fourth quarter 2008, the company acquired one property, consisting of 304 units, for a purchase price of $43.8 million at a stabilized capitalization (cap) rate of 5.6%. The company contracted in 2006 to purchase this recently completed Phoenix, Arizona property in a pre-sale arrangement.

Also during the quarter, the company sold seven properties, consisting of 1,332 apartment units, for an aggregate sale price of $89.7 million at an average cap rate of 6.7% generating an unlevered internal rate of return (IRR) of 10.3%. In addition, the company sold 32 condominium units for an aggregate sale price of $4.5 million.

During 2008, the company acquired seven properties, consisting of 2,141 apartment units, for an aggregate purchase price of $380.7 million at an average cap rate of 5.9%, as well as an uncompleted development property for a purchase price of $31.7 million.

Also during 2008, the company sold 41 properties, consisting of 10,127 apartment units, for an aggregate sale price of $896.7 million at an average cap rate of 5.9% generating an unlevered IRR of 10.6%. In addition, the company sold 130 condominium units for an aggregate sale price of $26.1 million and one land parcel for $3.3 million.

Liquidity

On December 23, 2008, the company announced that it closed a $543.0 million secured loan from Fannie Mae (NYSE: FNM). The loan is interest only and matures in eight years with the first seven years fixed and the last year at a floating rate of interest. The all-in effective interest rate is approximately 6%. Including the above mentioned loan, during 2008 the company borrowed approximately $1.6 billion in secured debt proceeds from Fannie Mae and Freddie Mac (NYSE: FRE) at a weighted average rate of approximately 5.7% for an average fixed rate term of approximately nine years.

The company used approximately $445.7 million in cash on hand from the secured loans referenced above to repurchase and retire approximately $464.4 million of various unsecured notes with maturities through 2011 both through open market transactions and a public tender. This activity included the company’s repurchase of approximately $174.0 million of these notes through December 31, 2008 and approximately $290.4 million of these notes during 2009. In total, this resulted in debt extinguishment gains to the company of approximately $18.7 million, all of which were recognized in 2008. Details of these transactions can be found on page 17 of this release.


The agency loans and debt repurchases are a continuation of the company’s strategy to proactively address its debt maturities and wholly-owned development funding needs. At December 31, 2008, the company had approximately $1.02 billion of unrestricted cash and federally insured investment deposits (approximately $129.0 million of which are classified as "Other assets" on the balance sheet) and approximately $1.3 billion available on its unsecured revolving credit facility. After the recent debt repurchases, the company currently has approximately $515.0 million of unrestricted cash and federally insured investment deposits and approximately $1.3 billion available on its unsecured revolving credit facility. The company’s total outstanding indebtedness is currently approximately $10.2 billion. The company has sufficient liquidity, between its line of credit and cash on hand, to meet its funding needs into 2011.

First Quarter and Full Year 2009 Guidance

The company has established an FFO guidance range of $0.53 to $0.58 per share for the first quarter of 2009.

The difference between the company’s pre-impairment fourth quarter 2008 FFO of $0.69 per share and the midpoint of the first quarter 2009 FFO guidance range is primarily a result of the following:

  • Lower same store NOI of approximately $0.06 per share;
  • Lower interest and other income in the first quarter of 2009 due to lower debt extinguishment gains. The company recorded debt extinguishment gains of approximately $0.06 per share in the fourth quarter 2008 and has no gains from debt extinguishment budgeted in the first quarter 2009; and
  • Higher interest expense of approximately $0.02 per share due to the company's $543.0 million loan from Fannie Mae discussed above.

The company has established an FFO guidance range of $2.00 to $2.30 per share for the full year 2009. The assumptions underlying this guidance can be found on page 26 of this release.

The difference between the company’s pre-impairment full year 2008 FFO of $2.58 per share and the midpoint of the company’s guidance range for full year 2009 FFO is primarily a result of the following:

  • Lower same store NOI of approximately $0.27 per share;
  • Dilution from planned 2009 property sale and purchase activity totaling approximately $0.06 per share;
  • Lower interest and other income of approximately $0.08 per share due primarily to the lower debt extinguishment gains mentioned above; and
  • Higher interest expense of approximately $0.02 per share due to the company's $543.0 million loan from Fannie Mae offset by lower floating interest rates.

First Quarter 2009 Conference Call

Equity Residential expects to announce first quarter 2009 results on Wednesday, April 29, 2009 and host a conference call to discuss those results at 10:00 a.m. CT on Thursday, April 30, 2009.

Equity Residential is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top U.S. growth markets. Equity Residential owns or has investments in 548 properties located in 23 states and the District of Columbia, consisting of 147,244 apartment units. For more information on Equity Residential, please visit our website at www.equityresidential.com.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements and information within the meaning of the federal securities laws. These statements are based on current expectations, estimates, projections and assumptions made by management. While Equity Residential’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, including, without limitation, changes in general market conditions, including the rate of job growth and cost of labor and construction material, the level of new multifamily construction and development, competition and local government regulation. Other risks and uncertainties are described under the heading “Risk Factors” in our Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC) and available on our website, www.equityresidential.com. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. Equity Residential assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

A live web cast of the company’s conference call discussing these results and outlook for 2009 will take place tomorrow, Thursday, February 5, at 10:00 a.m. Central. Please visit the Investor Information section of the company’s web site at www.equityresidential.com for the link. A replay of the web cast will be available for two weeks at this site.


 
Equity Residential
Consolidated Statements of Operations
(Amounts in thousands except per share data)
           
 
Year Ended December 31, Quarter Ended December 31,
2008 2007 2008 2007
REVENUES
Rental income $ 2,092,489 $ 1,937,874 $ 530,027 $ 502,771
Fee and asset management   10,715     9,183     3,318     2,246  
 
Total revenues   2,103,204     1,947,057     533,345     505,017  
 
EXPENSES
Property and maintenance 542,371 505,899 132,670 128,697
Real estate taxes and insurance 217,461 195,359 55,519 46,530
Property management 77,063 87,476 17,476 18,499
Fee and asset management 7,981 8,412 1,827 1,808
Depreciation 591,162 562,290 154,639 143,277
General and administrative 44,951 46,767 10,911 13,585
Impairment   122,103     1,726     119,247     706  
 
Total expenses   1,603,092     1,407,929     492,289     353,102  
 
Operating income 500,112 539,128 41,056 151,915
 
Interest and other income 33,540 20,144 22,481 7,815
Interest:
Expense incurred, net (479,101 ) (482,819 ) (124,065 ) (122,612 )
Amortization of deferred financing costs   (9,701 )   (10,121 )   (2,950 )   (2,268 )
 
Income (loss) before income and other taxes, allocation to Minority Interests,
(loss) income from investments in unconsolidated entities, net gain on sales
of unconsolidated entities and land parcels and discontinued operations 44,850 66,332 (63,478 ) 34,850
Income and other tax (expense) benefit (5,286 ) (2,520 ) 653 (1,053 )
Allocation to Minority Interests:
Operating Partnership, net (1,735 ) (2,663 ) 3,773 (1,935 )
Preference Interests and Units (15 ) (441 ) (4 ) (4 )
Partially Owned Properties (2,650 ) (2,200 ) (885 ) (1,203 )
(Loss) income from investments in unconsolidated entities (107 ) 332 (167 ) 147
Net gain on sales of unconsolidated entities 2,876 2,629 2,876 -
Net gain on sales of land parcels   2,976     6,360     -     1,130  
Income (loss) from continuing operations, net of minority interests 40,909 67,829 (57,232 ) 31,932
Discontinued operations, net of minority interests   379,183     921,793     25,989     91,345  
Net income (loss) 420,092 989,622 (31,243 ) 123,277
Preferred distributions (14,507 ) (22,792 ) (3,620 ) (3,635 )
Premium on redemption of Preferred Shares   -     (6,154 )   -     (10 )
Net income (loss) available to Common Shares $ 405,585   $ 960,676   $ (34,863 ) $ 119,632  
 
Earnings per share – basic:
Income (loss) from continuing operations available to Common Shares $ 0.10   $ 0.14   $ (0.22 ) $ 0.11  
Net income (loss) available to Common Shares $ 1.50   $ 3.44   $ (0.13 ) $ 0.44  
Weighted average Common Shares outstanding   270,012     279,406     271,293     269,197  
 
Earnings per share – diluted:
Income (loss) from continuing operations available to Common Shares $ 0.10   $ 0.14   $ (0.22 ) $ 0.10  
Net income (loss) available to Common Shares $ 1.49   $ 3.39   $ (0.13 ) $ 0.44  
Weighted average Common Shares outstanding   290,060     302,235     271,293     290,658  
 
Distributions declared per Common Share outstanding $ 1.93   $ 1.87   $ 0.4825   $ 0.4825  

 
Equity Residential
Consolidated Statements of Funds From Operations
(Amounts in thousands except per share data)
       
 
Year Ended December 31, Quarter Ended December 31,
2008 2007 2008 2007
 
Net income (loss) $ 420,092 $ 989,622 $ (31,243 ) $ 123,277
Allocation to Minority Interests – Operating Partnership, net 1,735 2,663 (3,773 ) 1,935
Adjustments:
Depreciation 591,162 562,290 154,639 143,277
Depreciation – Non-real estate additions (8,269 ) (8,279 ) (2,212 ) (2,142 )
Depreciation – Partially Owned and Unconsolidated Properties 4,157 4,379 1,054 1,117
Net gain on sales of unconsolidated entities (2,876 ) (2,629 ) (2,876 ) -
Discontinued operations:
Depreciation 11,746 54,124 333 7,102
Gain on sales of discontinued operations, net of minority interests (368,382 ) (873,767 ) (26,181 ) (80,041 )
Net incremental (loss) gain on sales of condominium units (3,932 ) 20,771 (1,289 ) 1,998
Minority Interests – Operating Partnership   718     3,256     (12 )   774  
 
FFO (1) (2) 646,151 752,430 88,440 197,297
Preferred distributions (14,507 ) (22,792 ) (3,620 ) (3,635 )
Premium on redemption of Preferred Shares   -     (6,154 )   -     (10 )
 
FFO available to Common Shares and OP Units – basic (1) (2) $ 631,644   $ 723,484   $ 84,820   $ 193,652  
 
FFO available to Common Shares and OP Units – diluted (1) (2) $ 632,307   $ 724,255   $ 84,820   $ 193,835  
 
FFO per share and OP Unit – basic $ 2.20   $ 2.42   $ 0.29   $ 0.67  
 
FFO per share and OP Unit – diluted $ 2.18   $ 2.39   $ 0.29   $ 0.67  
 
Weighted average Common Shares and
OP Units outstanding – basic   287,630     298,392     288,251     287,728  
 
Weighted average Common Shares and
OP Units outstanding – diluted   290,487     302,732     289,511     291,129  
 
 
(1 )

The National Association of Real Estate Investment Trusts ("NAREIT") defines funds from operations ("FFO") (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States ("GAAP")), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.  The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only.  Once the Company commences the conversion of units to condominiums, it simultaneously discontinues depreciation of such property. FFO available to Common Shares and OP Units is calculated on a basis consistent with net income available to Common Shares and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares in accordance with accounting principles generally accepted in the United States. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the "Minority Interests - Operating Partnership". Subject to certain restrictions, the Minority Interests - Operating Partnership may exchange their OP Units for EQR Common Shares on a one-for-one basis.

 
(2 )

The Company believes that FFO and FFO available to Common Shares and OP Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures 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 and FFO available to Common Shares and OP Units can help compare the operating performance of a company's real estate between periods or as compared to different companies.  FFO and FFO available to Common Shares and OP Units do not represent net income, net income available to Common Shares or net cash flows from operating activities in accordance with GAAP.  Therefore, FFO and FFO available to Common Shares and OP Units should not be exclusively considered as alternatives to net income, net income available to Common Shares or net cash flows from operating activities as determined by GAAP or as a measure of liquidity.  The Company's calculation of FFO and FFO available to Common Shares and OP Units 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.


 
Equity Residential
Consolidated Balance Sheets
(Amounts in thousands except for share amounts)
       
 
December 31, December 31,
2008 2007
ASSETS
Investment in real estate
Land $ 3,671,299 $ 3,607,305
Depreciable property 13,908,594 13,556,681
Projects under development 855,473 828,530
Land held for development   254,873     340,834  
Investment in real estate 18,690,239 18,333,350
Accumulated depreciation   (3,561,300 )   (3,170,125 )
Investment in real estate, net 15,128,939 15,163,225
 
Cash and cash equivalents 890,794 50,831
Investments in unconsolidated entities 5,795 3,547
Deposits – restricted 152,372 253,276
Escrow deposits – mortgage 19,729 20,174
Deferred financing costs, net 53,817 56,271
Other assets   283,664     142,453  
Total assets $ 16,535,110   $ 15,689,777  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $ 5,036,930 $ 3,605,971
Notes, net 5,464,316 5,763,762
Lines of credit - 139,000
Accounts payable and accrued expenses 108,463 109,385
Accrued interest payable 113,846 124,717
Other liabilities 289,562 322,975
Security deposits 64,355 62,159
Distributions payable   141,843     141,244  
Total liabilities   11,219,315     10,269,213  
 
Commitments and contingencies
Minority Interests:
Operating Partnership 292,797 331,626
Preference Interests and Units 184 184
Partially Owned Properties   25,520     26,236  
Total Minority Interests   318,501     358,046  
 
Shareholders' equity:
Preferred Shares of beneficial interest, $0.01 par value;
100,000,000 shares authorized; 1,951,475 shares issued
and outstanding as of December 31, 2008 and 1,986,475
shares issued and outstanding as of December 31, 2007 208,786 209,662
Common Shares of beneficial interest, $0.01 par value;
1,000,000,000 shares authorized; 272,786,760 shares issued
and outstanding as of December 31, 2008 and 269,554,661
shares issued and outstanding as of December 31, 2007 2,728 2,696
Paid in capital 4,340,138 4,266,538
Retained earnings 481,441 599,504
Accumulated other comprehensive loss   (35,799 )   (15,882 )
Total shareholders' equity   4,997,294     5,062,518  
Total liabilities and shareholders' equity $ 16,535,110   $ 15,689,777  

 
Equity Residential
Portfolio Summary
As of December 31, 2008
           
 
% of 2009 Average
% of Stabilized Rental
Markets Properties Units Total Units NOI Rate (1)
 
1 New York Metro Area 22 6,246 4.2% 10.0% $ 2,748
2 DC Northern Virginia 26 8,781 6.0% 8.8% 1,637
3 South Florida 39 12,897 8.8% 8.4% 1,270
4 Los Angeles 38 7,749 5.3% 7.8% 1,777
5 Seattle/Tacoma 49 11,138 7.6% 7.5% 1,330
6 San Francisco Bay Area 34 6,731 4.6% 6.5% 1,709
7 Boston 37 6,217 4.2% 6.4% 1,962
8 Phoenix 42 12,084 8.2% 5.3% 902
9 Denver 25 8,606 5.8% 5.0% 1,019
10 San Diego 14 4,491 3.1% 4.4% 1,655
11 Orlando 26 8,042 5.5% 4.3% 1,021
12 Atlanta 29 8,882 6.0% 3.9% 944
13 Inland Empire, CA 15 4,655 3.2% 3.7% 1,362
14 Suburban Maryland 21 5,559 3.8% 3.4% 1,180
15 Orange County, CA 10 3,307 2.2% 3.3% 1,597
16 New England (excluding Boston) 32 4,769 3.2% 2.5% 1,106
17 Portland, OR 11 3,713 2.5% 1.9% 959
18 Jacksonville 12 3,951 2.7% 1.7% 868
19 Dallas/Ft. Worth 14 3,427 2.3% 1.4% 936
20 Tampa 11 3,414 2.3% 1.3% 909
Top 20 Total 507 134,659 91.5% 97.5% 1,344
 
21 Raleigh/Durham 12 3,058 2.1% 1.3% 818
22 Central Valley, CA 8 1,343 0.9% 0.6% 1,090
23 Other EQR 15 3,318 2.2% 0.6% 907
Total 542 142,378 96.7% 100.0% 1,320
 
Condominium Conversion 4 157 0.1% - -
Military Housing 2 4,709 3.2% - -
Grand Total 548 147,244 100.0% 100.0% $ 1,320
 
(1) Average rental rate is defined as total rental revenues divided by the weighted average occupied units for the month of December 2008.

           
Equity Residential
 
Portfolio as of December 31, 2008
 
Properties Units
 
Wholly Owned Properties 477

 

127,002
Partially Owned Properties:
Consolidated 28 5,757
Unconsolidated 41 9,776
Military Housing (Fee Managed) 2     4,709  
 
548     147,244  
                             
 
Portfolio Rollforward Q4 2008
($ in thousands)
Purchase/
(Sale) Cap
Properties Units Price Rate
 
9/30/2008 554 147,326
 
Acquisitions:
Rental Properties 1 304 $ 43,820 5.6 %
Military Housing (Fee Managed) (1) 1 978
Dispositions:
Rental Properties:
Consolidated (4 ) (662 ) $ (55,100 ) 6.7 %
Unconsolidated (2) (3 ) (670 ) $ (34,600 ) 6.7 %
Condominium Conversion Properties (1 ) (32 ) $ (4,457 )
 
12/31/2008 548   147,244  
                             
 
Portfolio Rollforward 2008
($ in thousands)
Purchase/
(Sale) Cap
Properties Units Price Rate
 
12/31/2007 579 152,821
 
Acquisitions:
Rental Properties 7 2,141 $ 380,683 5.9 %
Uncompleted Developments (3) - - $ 31,705
Military Housing (Fee Managed) (1) 1 978
Dispositions:
Rental Properties:
Consolidated (38 ) (9,457 ) $ (862,099 ) 5.8 %

}

5.9%
combined

Unconsolidated (2) (3 ) (670 ) $ (34,600 ) 6.7 %
Condominium Conversion Properties (4 ) (130 ) $ (26,101 )
Land Parcel (one) - - $ (3,300 )
Completed Developments 6 1,558
Configuration Changes -   3  
 
12/31/2008 548   147,244  
 
 
(1 ) The Company assumed management of 978 housing units at McChord Air Force Base in Washington state and invested $2.4 million towards its redevelopment. McChord AFB adjoins Ft. Lewis, a U.S. Army base at which the Company already manages 3,731 units.
 
(2 ) ERPOP owned a 25% interest in these unconsolidated rental properties. Sale price listed is the gross sale price.
 
(3 )

Represents the acquisition of Mosaic at Metro in Hyattsville, Maryland. See the Consolidated Development Projects schedule for further information.


           
Equity Residential
 
 
Fourth Quarter 2008 vs. Fourth Quarter 2007
Quarter over Quarter Same Store Results/Statistics
$ in thousands (except for Average Rental Rate) - 123,543 Same Store Units
 
Results Statistics
Average
Rental
Description Revenues Expenses NOI (1) Rate (2) Occupancy Turnover
 
Q4 2008 $ 475,375 $ 171,320 $ 304,055 $ 1,362 94.3 % 15.4 %
Q4 2007 $ 464,102   $ 168,340   $ 295,762   $ 1,329   94.4 % 14.7 %
 
Change $ 11,273   $ 2,980   $ 8,293   $ 33   (0.1 %) 0.7 %
 
Change 2.4 % 1.8 % 2.8 % 2.5 %
 
                           
 
 
Fourth Quarter 2008 vs. Third Quarter 2008
Sequential Quarter over Quarter Same Store Results/Statistics
$ in thousands (except for Average Rental Rate) - 128,104 Same Store Units
 
Results Statistics
Average
Rental
Description Revenues Expenses NOI (1) Rate (2) Occupancy Turnover
 
Q4 2008 $ 492,717 $ 178,803 $ 313,914 $ 1,363 94.2 % 15.4 %
Q3 2008 $ 495,049   $ 182,548   $ 312,501   $ 1,366   94.4 % 18.6 %
 
Change $ (2,332 ) $ (3,745 ) $ 1,413   $ (3 ) (0.2 %) (3.2 %)
 
Change (0.5 %) (2.1 %) 0.5 % (0.2 %)
 
                           
 
 
2008 vs. 2007
Year over Year Same Store Results/Statistics
$ in thousands (except for Average Rental Rate) - 115,051 Same Store Units
 
Results Statistics
Average
Rental
Description Revenues Expenses NOI (1) Rate (2) Occupancy Turnover
 
2008 $ 1,739,004 $ 632,366 $ 1,106,638 $ 1,334 94.5 % 63.5 %
2007 $ 1,685,196   $ 618,882   $ 1,066,314   $ 1,292   94.6 % 63.6 %
 
Change $ 53,808   $ 13,484   $ 40,324   $ 42   (0.1 %) (0.1 %)
 
Change 3.2 % 2.2 % 3.8 % 3.3 %
 
 
(1 ) The Company's primary financial measure for evaluating each of its apartment communities is net operating income ("NOI"). NOI represents rental income less property and maintenance expense, real estate tax and insurance expense, and property management expense. The Company believes that NOI is helpful to investors as a supplemental measure of the operating performance of a real estate company because it is a direct measure of the actual operating results of the Company's apartment communities.
 
(2 ) Average rental rate is defined as total rental revenues divided by the weighted average occupied units for the period.

   
Equity Residential
 
 
Same Store NOI Reconciliation
Fourth Quarter 2008 vs. Fourth Quarter 2007
 

The following table presents a reconciliation of operating income per the consolidated statements of
operations to NOI for the Fourth Quarter 2008 Same Store Properties:

 
Quarter Ended December 31,
  2008     2007  
(Amounts in thousands)
 
Operating income $ 41,056 $ 151,915
Adjustments:
Non-same store operating results (20,307 ) (13,283 )
Fee and asset management revenue (3,318 ) (2,246 )
Fee and asset management expense 1,827 1,808
Depreciation 154,639 143,277
General and administrative 10,911 13,585
Impairment   119,247     706  
 
Same store NOI $ 304,055   $ 295,762  
 
           
 
 
Same Store NOI Reconciliation
2008 vs. 2007
 

The following table presents a reconciliation of operating income per the consolidated statements of
operations to NOI for the 2008 Same Store Properties:

 
Year Ended December 31,
  2008     2007  
(Amounts in thousands)
 
Operating income $ 500,112 $ 539,128
Adjustments:
Non-same store operating results (148,956 ) (82,826 )
Fee and asset management revenue (10,715 ) (9,183 )
Fee and asset management expense 7,981 8,412
Depreciation 591,162 562,290
General and administrative 44,951 46,767
Impairment   122,103     1,726  
 
Same store NOI $ 1,106,638   $ 1,066,314  

 
Equity Residential
Fourth Quarter 2008 vs. Fourth Quarter 2007
Same Store Results by Market
                 
 
Increase (Decrease) from Prior Year's Quarter
Q4 2008 Q4 2008 Q4 2008
% of Average Weighted Average
Actual Rental Average Rental
Markets Units NOI Rate (1) Occupancy % Revenues Expenses NOI Rate (1) Occupancy
 
1 New York Metro Area 6,246 10.6 % $ 2,773 95.9 % 3.9 % 5.9 % 2.9 % 3.1 % 0.9 %
2 South Florida 11,761 8.3 % 1,294 93.0 % 0.2 % (4.0 %) 3.3 % (0.6 %) 0.7 %
3 DC Northern Virginia 7,661 8.2 % 1,672 95.2 % 3.6 % 4.1 % 3.4 % 3.2 % 0.3 %
4 Los Angeles 6,863 7.7 % 1,779 94.1 % 3.1 % 3.9 % 2.7 % 3.3 % (0.2 %)
5 Seattle/Tacoma 8,708 7.5 % 1,399 94.2 % 6.9 % 3.8 % 8.5 % 6.8 % 0.1 %
6 San Francisco Bay Area 6,364 6.9 % 1,728 94.9 % 6.7 % 4.7 % 7.7 % 7.2 % (0.4 %)
7 Boston 5,805 6.5 % 1,909 94.8 % 2.5 % (2.0 %) 5.4 % 3.5 % (0.9 %)
8 Phoenix 10,238 5.3 % 903 93.9 % (3.2 %) 3.6 % (6.9 %) (3.0 %) (0.2 %)
9 Denver 8,059 5.1 % 1,023 94.0 % 3.9 % 1.9 % 4.8 % 5.1 % (1.1 %)
10 San Diego 4,262 4.4 % 1,681 93.1 % 2.8 % 7.2 % 0.6 % 5.0 % (1.9 %)
11 Orlando 7,525 4.3 % 1,020 93.4 % (2.6 %) 0.6 % (4.5 %) (2.2 %) (0.3 %)
12 Atlanta 7,698 4.2 % 982 94.6 % 0.4 % 0.4 % 0.3 % 0.6 % (0.3 %)
13 Inland Empire, CA 4,355 3.7 % 1,380 94.6 % 2.0 % 2.2 % 1.9 % 1.0 % 1.0 %
14 Orange County, CA 3,175 3.4 % 1,616 95.4 % 2.8 % (4.0 %) 5.9 % 2.4 % 0.3 %
15 New England (excluding Boston) 4,769 2.7 % 1,116 94.1 % 1.0 % 2.9 % (0.5 %) 1.0 % 0.0 %
16 Suburban Maryland 3,687 2.6 % 1,192 94.1 % 5.1 % (5.4 %) 12.2 % 5.0 % 0.0 %
17 Portland, OR 3,409 2.0 % 987 95.4 % 4.8 % 0.2 % 7.7 % 5.2 % (0.4 %)
18 Jacksonville 3,231 1.5 % 878 93.2 % (5.5 %) 1.8 % (10.0 %) (4.3 %) (1.2 %)
19 Dallas/Ft. Worth 2,601 1.4 % 1,010 95.0 % 5.0 % 3.1 % 6.4 % 4.0 % 0.9 %
20 Raleigh/Durham 2,666 1.3 % 843 95.1 % 2.4 % 1.3 % 3.1 % 2.1 % 0.2 %
 
Top 20 Markets 119,083 97.6 % 1,376 94.3 % 2.5 % 1.8 % 2.9 % 2.6 % (0.1 %)
All Other Markets 4,460 2.4 % 996 94.0 % 0.6 % 1.8 % (0.3 %) 0.1 % 0.4 %
 
Total 123,543 100.0 % $ 1,362 94.3 % 2.4 % 1.8 % 2.8 % 2.5 % (0.1 %)
 
(1 ) Average rental rate is defined as total rental revenues divided by the weighted average occupied units for the period.

 
Equity Residential
Fourth Quarter 2008 vs. Third Quarter 2008
Sequential Same Store Results by Market
                   
 
Increase (Decrease) from Prior Quarter
Q4 2008 Q4 2008 Q4 2008
% of Average Weighted Average
Actual Rental Average Rental
Markets Units NOI Rate (1) Occupancy % Revenues Expenses NOI Rate (1) Occupancy
 
1 New York Metro Area 6,246 10.2 % $ 2,773 95.9 % (0.7 %) 3.9 % (3.0 %) (0.8 %) 0.2 %
2 DC Northern Virginia 8,781 9.0 % 1,656 94.9 % (0.5 %) 0.7 % (1.1 %) 0.2 % (0.7 %)
3 South Florida 12,465 8.5 % 1,294 93.0 % (1.0 %) (2.1 %) (0.2 %) (0.8 %) (0.2 %)
4 Los Angeles 7,442 7.9 % 1,794 94.2 % 0.3 % (1.0 %) 0.9 % 0.1 % 0.1 %
5 Seattle/Tacoma 8,708 7.2 % 1,399 94.2 % (1.4 %) (4.9 %) 0.5 % (0.8 %) (0.6 %)
6 San Francisco Bay Area 6,364 6.7 % 1,728 94.9 % 0.4 % (3.1 %) 2.2 % 0.5 % (0.2 %)
7 Boston 5,805 6.3 % 1,909 94.8 % 1.0 % 0.5 % 1.2 % 2.0 % (1.0 %)
8 Phoenix 10,646 5.4 % 906 93.8 % (0.8 %) (5.3 %) 2.2 % (1.6 %) 0.8 %
9 Denver 8,059 5.0 % 1,023 94.0 % (0.7 %) (8.0 %) 3.2 % 0.2 % (0.9 %)
10 San Diego 4,491 4.4 % 1,677 93.1 % (0.6 %) 3.3 % (2.4 %) 1.1 % (1.6 %)
11 Orlando 7,525 4.2 % 1,020 93.4 % (1.4 %) (4.9 %) 1.1 % (1.1 %) (0.2 %)
12 Atlanta 7,698 4.0 % 982 94.6 % (1.0 %) (6.3 %) 3.1 % (0.8 %) (0.2 %)
13 Inland Empire, CA 4,355 3.6 % 1,380 94.6 % 1.7 % (5.7 %) 6.0 % 0.0 % 1.6 %
14 Orange County, CA 3,175 3.3 % 1,616 95.4 % 0.3 % (4.7 %) 2.5 % (0.8 %) 1.0 %
15 Suburban Maryland 4,455 2.9 % 1,192 93.5 % (1.6 %) 1.5 % (3.5 %) (0.8 %) (0.8 %)
16 New England (excluding Boston) 4,769 2.6 % 1,116 94.1 % (0.4 %) 1.1 % (1.6 %) (0.1 %) (0.3 %)
17 Portland, OR 3,409 1.9 % 987 95.4 % 0.8 % (5.0 %) 4.4 % 0.0 % 0.7 %
18 Jacksonville 3,711 1.8 % 895 93.2 % (2.7 %) (5.0 %) (1.1 %) (1.9 %) (0.8 %)
19 Dallas/Ft. Worth 2,601 1.4 % 1,010 95.0 % (0.9 %) (3.7 %) 1.3 % 0.0 % (0.8 %)
20 Tampa 2,854 1.3 %   929 93.9 % (2.3 %) (2.6 %) (2.0 %) (2.2 %) 0.0 %
 
Top 20 Markets 123,559 97.6 % 1,378 94.2 % (0.5 %) (2.1 %) 0.4 % (0.3 %) (0.2 %)
All Other Markets 4,545 2.4 %   952 94.7 % 0.5 % (1.9 %) 2.0 % 0.3 % 0.2 %
 
Total 128,104 100.0 % $ 1,363 94.2 % (0.5 %) (2.1 %) 0.5 % (0.2 %) (0.2 %)
 
(1 ) Average rental rate is defined as total rental revenues divided by the weighted average occupied units for the period.

 
Equity Residential
2008 vs. 2007
Same Store Results by Market
                   
 
Increase (Decrease) from Prior Year
2008 2008 2008
% of Average Weighted Average
Actual Rental Average Rental
Markets Units NOI Rate (1) Occupancy % Revenues Expenses NOI Rate (1) Occupancy
 
1 New York Metro Area 5,443 10.2 % $ 2,718 95.6 % 3.8 % 5.2 % 3.1 % 4.1 % (0.3 %)
2 Los Angeles 6,748 8.1 % 1,752 94.2 % 3.5 % 3.1 % 3.6 % 4.3 % (0.7 %)
3 Seattle/Tacoma 8,402 7.7 % 1,373 94.5 % 8.2 % 4.2 % 10.4 % 8.5 % (0.3 %)
4 DC Northern Virginia 6,870 7.4 % 1,547 95.6 % 4.4 % 1.0 % 6.1 % 3.5 % 0.7 %
5 South Florida 9,027 7.0 % 1,291 93.6 % (0.3 %) 0.0 % (0.6 %) (0.9 %) 0.5 %
6 Boston 5,649 6.8 % 1,888 95.5 % 3.2 % 2.6 % 3.6 % 2.8 % 0.4 %
7 San Francisco Bay Area 5,793 6.6 % 1,646 95.1 % 7.4 % 1.3 % 10.6 % 8.0 % (0.5 %)
8 Phoenix 9,350 5.5 % 920 94.1 % (1.2 %) 2.1 % (3.1 %) (1.4 %) 0.2 %
9 Denver 7,309 4.9 % 991 94.8 % 5.9 % 2.0 % 8.0 % 6.4 % (0.5 %)
10 Orlando 6,931 4.4 % 1,031 93.6 % (1.9 %) 1.3 % (3.8 %) (1.6 %) (0.3 %)
11 San Diego 3,822 4.4 % 1,663 94.1 % 3.2 % 3.2 % 3.1 % 4.1 % (0.8 %)
12 Atlanta 7,516 4.4 % 982 94.7 % 2.6 % 2.3 % 2.8 % 3.1 % (0.5 %)
13 Inland Empire, CA 4,355 4.0 % 1,373 93.9 % 2.0 % 0.9 % 2.6 % 1.6 % 0.3 %
14 Orange County, CA 3,013 3.5 % 1,616 94.5 % 3.1 % (0.1 %) 4.6 % 4.1 % (0.9 %)
15 New England (excluding Boston) 4,769 2.9 % 1,111 94.5 % 1.7 % 3.5 % 0.2 % 1.8 % (0.2 %)
16 Suburban Maryland 3,687 2.8 % 1,175 94.4 % 8.0 % (0.8 %) 14.1 % 6.4 % 1.4 %
17 Portland, OR 3,409 2.1 % 976 95.0 % 4.9 % 1.6 % 7.0 % 5.5 % (0.6 %)
18 Jacksonville 3,231 1.7 % 897 93.6 % (2.9 %) 2.8 % (6.5 %) (1.8 %) (1.0 %)
19 Dallas/Ft. Worth 2,601 1.5 % 996 95.6 % 5.1 % 5.0 % 5.1 % 4.3 % 0.7 %
20 Tampa 2,581 1.4 %     932 94.0 % (0.6 %) 0.5 % (1.4 %) (0.8 %) 0.2 %
 
Top 20 Markets 110,506 97.3 % 1,350 94.5 % 3.2 % 2.2 % 3.8 % 3.3 % (0.1 %)
All Other Markets 4,545 2.7 %   942 94.8 % 3.1 % 0.4 % 4.9 % 2.9 % 0.1 %
 
Total 115,051 100.0 % $ 1,334 94.5 % 3.2 % 2.2 % 3.8 % 3.3 % (0.1 %)
 
(1 ) Average rental rate is defined as total rental revenues divided by the weighted average occupied units for the period.

     
Equity Residential
 
 
Debt Summary as of December 31, 2008
(Amounts in thousands)
Weighted
Weighted Average
Average Maturities
Amounts (1) % of Total Rates (1) (years)
 
Secured $ 5,036,930 48.0 % 5.18 % 8.3
Unsecured   5,464,316 52.0 % 5.46 % 5.5  
 
Total $ 10,501,246 100.0 % 5.34 % 6.9  
 
Fixed Rate Debt:
Secured - Conventional $ 3,805,652 36.2 % 6.00 % 7.2
Unsecured - Public/Private 4,701,372 44.8 % 5.69 % 5.7
Unsecured - Tax Exempt   75,790 0.7 % 5.07 % 20.5  
 
Fixed Rate Debt   8,582,814 81.7 % 5.80 % 6.5  
 
Floating Rate Debt:
Secured - Conventional 595,388 5.7 % 3.78 % 2.4
Secured - Tax Exempt 635,890 6.1 % 2.50 % 21.6
Unsecured - Public/Private 651,554 6.2 % 3.89 % 1.5
Unsecured - Tax Exempt 35,600 0.3 % 1.05 % 20.0
Unsecured - Revolving Credit Facility   - -   4.31 % 3.1  
 
Floating Rate Debt   1,918,432 18.3 % 3.39 % 8.5  
 
Total $ 10,501,246 100.0 % 5.34 % 6.9  
 
 
(1 ) Net of the effect of any derivative instruments. Weighted average rates are for the year ended December 31, 2008.
 
Note: The Company capitalized interest of approximately $60.1 million and $45.1 million during the years ended December 31, 2008 and 2007, respectively. The Company capitalized interest of approximately $15.0 million and $14.3 million during the quarters ended December 31, 2008 and 2007, respectively.
                             
 
Debt Maturity Schedule as of December 31, 2008
(Amounts in thousands)
 
Weighted Weighted
Average Rates Average
Fixed Floating % of on Fixed Rates on
Year Rate (1) Rate (1) Total Total Rate Debt (1) Total Debt (1)
 
2009

(2)

$ 350,974 $ 512,424 $ 863,398 8.2 % 6.79 % 4.62 %
2010 (3) 294,968 658,515 953,483 9.1 % 7.01 % 4.42 %
2011

(2) (4)

1,451,164 63,178 1,514,342 14.4 % 5.71 % 5.57 %
2012 908,196 3,658 911,854 8.7 % 6.08 % 6.08 %
2013 566,333 - 566,333 5.4 % 5.93 % 5.93 %
2014 517,470 - 517,470 4.9 % 5.28 % 5.28 %
2015 355,620 - 355,620 3.4 % 6.41 % 6.41 %
2016 1,089,317 - 1,089,317 10.4 % 5.32 % 5.32 %
2017 1,346,649 456 1,347,105 12.8 % 5.87 % 5.87 %
2018 335,496 44,677 380,173 3.6 % 5.96 % 5.63 %
2019+   1,366,627   635,524   2,002,151 19.1 % 5.85 % 4.98 %
 
Total $ 8,582,814 $ 1,918,432 $ 10,501,246 100.0 % 5.86 % 5.37 %
 
 
(1 ) Net of the effect of any derivative instruments. Weighted average rates are as of December 31, 2008.
 
(2 ) On January 27, 2009, the Company repurchased at par $105.2 million of its 4.75% unsecured notes due June 15, 2009 and $185.2 million of its 6.95% unsecured notes due March 2, 2011 pursuant to a cash tender offer announced on January 16, 2009.
 
(3 ) Includes the Company's $500.0 million floating rate term loan facility, which matures on October 5, 2010, subject to two one-year extension options exercisable by the Company.
 
(4 ) Includes $548.6 million face value of 3.85% convertible unsecured debt with a final maturity of 2026. The notes are callable by the Company on or after August 18, 2011. The notes are putable by the holders on August 18, 2011, August 15, 2016 and August 15, 2021.

 
Equity Residential
Unsecured Debt Summary as of December 31, 2008
(Amounts in thousands)
         
Unamortized
Coupon Due Face Premium/ Net
Rate Date Amount (Discount) Balance
 
Fixed Rate Notes:
4.750 % 06/15/09 (1) $ 227,400 $ (98 ) $ 227,302
6.950 % 03/02/11 (2) 300,000 2,047 302,047
6.625 % 03/15/12 400,000 (942 ) 399,058
5.500 % 10/01/12 350,000 (1,295 ) 348,705
5.200 % 04/01/13 400,000 (503 ) 399,497
5.250 % 09/15/14 500,000 (351 ) 499,649
6.584 % 04/13/15 300,000 (700 ) 299,300
5.125 % 03/15/16 500,000 (386 ) 499,614
5.375 % 08/01/16 400,000 (1,407 ) 398,593
5.750 % 06/15/17 650,000 (4,323 ) 645,677
7.125 % 10/15/17 150,000 (570 ) 149,430
7.570 % 08/15/26 140,000 - 140,000
3.850 % 08/15/26 (3) 548,557 (6,057 ) 542,500
Floating Rate Adjustments (1)   (150,000 )   -     (150,000 )
 
  4,715,957     (14,585 )   4,701,372  
 
Fixed Rate Tax Exempt Notes:
5.200 % 06/15/29 (4)   75,790     -     75,790  
 
 
Floating Rate Tax Exempt Notes:
7-Day SIFMA 12/15/28 (4)   35,600     -     35,600  
 
 
Floating Rate Notes:
06/15/09 (1) 150,000 - 150,000
FAS 133 Adjustments - net (1) 1,554 - 1,554
Term Loan Facility LIBOR+0.50% 10/05/10 (4) (5)   500,000     -     500,000  
 
  651,554     -     651,554  
 
Revolving Credit Facility: LIBOR+0.50% 02/28/12 (6)   -     -     -  
 
Total Unsecured Debt $ 5,478,901   $ (14,585 ) $ 5,464,316  
 
 
Note: SIFMA stands for the Securities Industry and Financial Markets Association and is the tax-exempt index equivalent of LIBOR.
 
(1 ) $150.0 million in fair value interest rate swaps converts a portion of the 4.750% notes due June 15, 2009 to a floating interest rate. During the year ended December 31, 2008, the Company repurchased $72.6 million of these notes at a discount to par of approximately 1.0% and recognized a gain on early debt extinguishment of $0.7 million. During the quarter ended December 31, 2008, the Company repurchased $44.1 million of these notes at a discount to par of approximately 1.1% and recognized a gain on early debt extinguishment of $0.4 million. On January 27, 2009, the Company repurchased $105.2 million of these notes at par pursuant to a cash tender offer announced on January 16, 2009.
 
(2 ) On January 27, 2009, the Company repurchased $185.2 million of these notes at par pursuant to a cash tender offer announced on January 16, 2009.
 
(3 ) Convertible notes mature on August 15, 2026. The notes are callable by the Company on or after August 18, 2011. The notes are putable by the holders on August 18, 2011, August 15, 2016 and August 15, 2021. During the year and quarter ended December 31, 2008, the Company repurchased $101.4 million of these notes at a discount to par of approximately 17.7% and recognized a gain on early debt extinguishment of $18.0 million.
 
(4 ) Notes are private. All other unsecured debt is public.
 
(5 ) Represents the Company's $500.0 million term loan facility, which matures on October 5, 2010, subject to two one-year extension options exercisable by the Company.
 
(6 ) As of December 31, 2008, there was no amount outstanding and approximately $1.29 billion available on the Company's unsecured revolving credit facility.

           
Equity Residential
 
Selected Unsecured Public Debt Covenants
 
December 31, September 30,
2008 2008
 
Total Debt to Adjusted Total Assets (not to exceed 60%) 52.3 % 51.2 %
 
Secured Debt to Adjusted Total Assets (not to exceed 40%) 25.1 % 22.8 %
 
Consolidated Income Available for Debt Service to
Maximum Annual Service Charges
(must be at least 1.5 to 1) 2.21 2.23
 
Total Unsecured Assets to Unsecured Debt
(must be at least 150%) 218.8 % 220.4 %
 
 
These selected covenants relate to ERP Operating Limited Partnership's ("ERPOP") outstanding unsecured public debt. Equity Residential is the general partner of ERPOP.
                         
 
Debt Repurchases
(Amounts in thousands)
 
 
Third Quarter 2008 Activity
 
Write-off of
Bonds Price % Extinguishment Unamortized
Security     Retired Paid Discount Gain Discount/Fees
 
2009 4.75% Public Notes $ 28,480 $ 28,214 0.9 % $ 266   $ 70
 
Total $ 28,480 $ 28,214 0.9 % $ 266   $ 70
 
 
Fourth Quarter 2008 Activity
 
Write-off of
Bonds Price % Extinguishment Unamortized
Security     Retired Paid Discount Gain Discount/Fees
 
2009 4.75% Public Notes $ 44,120 $ 43,639 1.1 % $ 481 $ 80
 
2026 3.85% Convertible Notes (1)   101,443   83,453 17.7 %   17,990     1,929
 
Total $ 145,563 $ 127,092 12.7 % $ 18,471   $ 2,009
 
 
First Quarter 2009 Activity
 
Write-off of
Bonds Price % Extinguishment Unamortized
  Security Retired Paid Discount Gain Discount/Fees
 
2009 4.75% Public Notes $ 105,161 $ 105,161 0.0 % $ - $ 125
 
2011 6.95% Public Notes   185,194   185,194 0.0 %   -     1,379
 
Total $ 290,355 $ 290,355 0.0 % $ -   $ 1,504
 
 
 
(1) 2026 3.85% Convertible Notes are putable to the Company in 2011.

                     
Equity Residential
 
 
Capital Structure as of December 31, 2008
(Amounts in thousands except for share and per share amounts)
 
Secured Debt $ 5,036,930 48.0 %
Unsecured Debt   5,464,316 52.0 %
Total Debt 10,501,246 100.0 % 54.3 %
 
Common Shares 272,786,760 94.2 %
OP Units   16,679,777   5.8 %
 
Total Shares and OP Units 289,466,537 100.0 %
Common Share Equivalents (see below)   406,167
 
Total outstanding at quarter-end 289,872,704
Common Share Price at December 31, 2008 $ 29.82
8,644,004 97.7 %
Perpetual Preferred Equity (see below)   200,000 2.3 %
Total Equity 8,844,004 100.0 % 45.7 %
 
Total Market Capitalization $ 19,345,250 100.0 %
                                       
 
Convertible Preferred Equity as of December 31, 2008
(Amounts in thousands except for share/unit and per share/unit amounts)
 
Annual Annual Weighted Common
Redemption Outstanding Liquidation Dividend Dividend Average Conversion Share
Series Date Shares/Units   Value Per Share/Unit Amount Rate Ratio Equivalents
 
Preferred Shares:
7.00% Series E 11/1/98 329,016 $ 8,225 $ 1.75 $ 576 1.1128 366,129
7.00% Series H 6/30/98 22,459 561 1.75 39 1.4480 32,521
Junior Preference Units:
8.00% Series B 7/29/09 7,367   184 2.00   15 1.020408 7,517
 
Total Convertible Preferred Equity 358,842 $ 8,970 $ 630 7.02 % 406,167
                                       
 
Perpetual Preferred Equity as of December 31, 2008
(Amounts in thousands except for share and per share amounts)
 
Annual Annual Weighted
Redemption Outstanding Liquidation Dividend Dividend Average
Series Date Shares Value Per Share Amount Rate
 
Preferred Shares:
8.29% Series K 12/10/26 1,000,000 $ 50,000 $ 4.145 $ 4,145
6.48% Series N 6/19/08 600,000   150,000 16.20   9,720
 
Total Perpetual Preferred Equity 1,600,000 $ 200,000 $ 13,865 6.93 %

 
Equity Residential
Common Share and Operating Partnership Unit (OP Unit)
Weighted Average Amounts Outstanding
               
 
2008 2007 Q408 (1) Q407
 
Weighted Average Amounts Outstanding for Net Income Purposes:
Common Shares - basic 270,011,946 279,406,365 271,292,534 269,197,434
Shares issuable from assumed conversion/vesting of:
- OP Units 17,618,514 18,985,960 - 18,530,596
- share options/restricted shares 2,429,163 3,842,868 - 2,929,623
 
Total Common Shares and OP Units - diluted 290,059,623 302,235,193 271,292,534 290,657,653
 
Weighted Average Amounts Outstanding for FFO Purposes:
Common Shares - basic 270,011,946 279,406,365 271,292,534 269,197,434
OP Units - basic 17,618,514 18,985,960 16,958,491 18,530,596
 
Total Common Shares and OP Units - basic 287,630,460 298,392,325 288,251,025 287,728,030
Shares issuable from assumed conversion/vesting of:
- convertible preferred shares/units 427,090 496,959 - 471,314
- share options/restricted shares 2,429,163 3,842,868 1,260,145 2,929,623
 
Total Common Shares and OP Units - diluted 290,486,713 302,732,152 289,511,170 291,128,967
 
Period Ending Amounts Outstanding:
Common Shares - basic 272,786,760
OP Units - basic 16,679,777
 
Total Common Shares and OP Units - basic 289,466,537
 
 
(1) In accordance with SFAS No. 128, Earnings Per Share, potential common shares issuable from the assumed conversion of OP Units, the exercise of share options and the vesting of restricted shares are automatically anti-dilutive and therefore excluded from the diluted earnings per share calculation as the Company had a loss from continuing operations for the fourth quarter ended December 31, 2008.

 
Equity Residential
Partially Owned Entities as of December 31, 2008
(Amounts in thousands except for project and unit amounts)
           
 
Consolidated Unconsolidated
Development Projects
Held for Institutional
and/or Under Completed, Not Completed Joint
Development Stabilized (4) and Stabilized Other Total Ventures (5)
 
Total projects (1 )   -     2     5     21     28     41  
 
Total units (1 )   -     410     1,405     3,942     5,757     9,776  
 
Operating information for the year
ended 12/31/08 (at 100%):
Operating revenue $ 958 $ 2,310 $ 24,111 $ 58,528 $ 85,907 $ 104,128
Operating expenses   1,245     2,693     10,965     19,624     34,527     46,845  
 
Net operating (loss) income (287 ) (383 ) 13,146 38,904 51,380 57,283
Depreciation 370 2,065 9,427 14,737 26,599 21,523
Other   311     -     2,189     71     2,571     408  
 
Operating (loss) income (968 ) (2,448 ) 1,530 24,096 22,210 35,352
Interest and other income 50 11 61 390 512 516
Interest:
Expense incurred, net (564 ) (1,157 ) (7,522 ) (20,257 ) (29,500 ) (37,470 )
Amortization of deferred financing costs - (94 ) (180 ) (141 ) (415 ) (617 )
Income and other tax (expense) benefit   (146 )   -     -     (30 )   (176 )   (417 )
 
Net (loss) income $ (1,628 ) $ (3,688 ) $ (6,111 ) $ 4,058   $ (7,369 ) $ (2,636 )
 
 
Debt - Secured (2):
EQR Ownership (3) $ 517,543 $ 76,708 $ 141,206 $ 287,986 $ 1,023,443 $ 121,200
Minority Ownership   -     -     -     14,228     14,228     363,600  
 
Total (at 100%) $ 517,543   $ 76,708   $ 141,206   $ 302,214   $ 1,037,671   $ 484,800  
 
 
(1 ) Project and unit counts exclude all uncompleted development projects until those projects are substantially completed. See the Consolidated Development Projects schedule for more detail.
 
(2 ) All debt is non-recourse to the Company with the exception of $111.8 million in mortgage debt on various development projects.
 
(3 ) Represents the Company's current economic ownership interest.
 
(4 ) Projects included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing.
 
(5 ) Mortgage debt is also partially collateralized by $33.4 million in unconsolidated restricted cash set aside from the net proceeds of property sales.

 
Equity Residential
Consolidated Development Projects as of December 31, 2008
(Amounts in thousands except for project and unit amounts)
                 

Total Book
Value Not
Placed in
Service

Total
Capital
Cost (1)

Total
Book Value
to Date

Estimated
Completion
Date

Estimated
Stabilization
Date

No. of
Units

Total
Debt

Percentage
Completed

Percentage
Leased

Percentage
Occupied

Projects Location
 
Projects Under Development - Wholly Owned:
Mosaic at Metro Hyattsville, MD 260 $ 61,483 $ 53,329 $ 53,329 $ 38,425 94 % 21 % 14 % Q1 2009 Q1 2010
70 Greene (a.k.a. 77 Hudson) Jersey City, NJ 480 269,958 196,126 196,126 - 79 % - - Q4 2009 Q1 2011
Reserve at Town Center II Mill Creek, WA 100 24,464 9,324 9,324 - 27 % - - Q1 2010 Q3 2010
Redmond Way Redmond, WA 250   84,382   22,434   22,434   - 7 % - - Q1 2011 Q1 2012
 
Projects Under Development - Wholly Owned 1,090 440,287 281,213 281,213 38,425
 
Projects Under Development - Partially Owned:
Third Square (a.k.a. 303 Third Street) Cambridge, MA 482 254,523 250,629 126,437 158,515 98 % 36 % 29 % Q1 2009 Q2 2010
Veridian (a.k.a. Silver Spring) Silver Spring, MD 457 148,705 139,904 139,904 98,674 95 % 22 % 5 % Q1 2009 Q3 2010
Montclair Metro Montclair, NJ 163 48,730 29,326 29,326 14,540 64 % - - Q3 2009 Q1 2010
Red Road Commons South Miami, FL 404 128,816 96,600 96,600 39,028 71 % - - Q1 2010 Q3 2011
111 Lawrence Street Brooklyn, NY 492 283,968 108,727 108,727 - 32 % - - Q2 2010 Q3 2011
Westgate Pasadena, CA 480   170,558   73,266   73,266   163,160 (2) 24 % - - Q2 2011 Q2 2012
 
Projects Under Development - Partially Owned 2,478 1,035,300 698,452 574,260 473,917
         
Projects Under Development 3,568   1,475,587   979,665   855,473   512,342 (3)
 
Land Held for Development N/A   -   254,873 (5)   254,873   43,626
 
Land/Projects Held for and/or Under Development 3,568   1,475,587   1,234,538   1,110,346   555,968
 
Completed Not Stabilized - Wholly Owned (4):
Key Isle at Windermere II Orlando, FL 165 27,955 27,825 - - 93 % 89 % Completed Q1 2009
West End Apartments (a.k.a. Emerson/CRP II) Boston, MA 310 164,981 163,145 - - 92 % 86 % Completed Q2 2009
Highland Glen II Westwood, MA 102 19,888 19,868 - - 86 % 86 % Completed Q2 2009
Crowntree Lakes Orlando, FL 352 57,376 56,680 - - 81 % 69 % Completed Q4 2009
Reunion at Redmond Ridge Redmond, WA 321   54,418   52,909   -   - 31 % 28 % Completed Q3 2010
 
Projects Completed Not Stabilized - Wholly Owned 1,250 324,618 320,427 - -
 
Completed Not Stabilized - Partially Owned (4):
Alta Pacific Irvine, CA 132 45,342 45,317 - 28,260 95 % 89 % Completed Q1 2009
1401 South State (a.k.a. City Lofts) Chicago, IL 278   69,952   68,247   -   48,448 63 % 53 % Completed Q3 2009
 
Projects Completed Not Stabilized - Partially Owned 410 115,294 113,564 - 76,708
         
Projects Completed Not Stabilized 1,660   439,912   433,991   -   76,708
 
Total Projects 5,228 $ 1,915,499 $ 1,668,529 $ 1,110,346 $ 632,676
 
Total Capital Q4 2008
NOI CONTRIBUTION FROM DEVELOPMENT PROJECTS Cost (1) NOI
Projects Under Development $ 1,475,587 $ (233 )
Completed Not Stabilized   439,912     2,789  
Total Development NOI Contribution $ 1,915,499   $ 2,556  
 
 
(1) Total capital cost represents estimated development cost for projects under development and all capitalized costs incurred to date plus any estimates of costs remaining to be funded for all projects, all in accordance with GAAP.
 
(2) Debt is primarily tax-exempt bonds that are entirely outstanding with $94.1 million held in escrow by the lender and released as draw requests are made. This escrowed amount is classified as "Deposits - restricted" in the consolidated balance sheets at 12/31/08.
 
(3) Of the approximately $495.9 million of capital cost remaining to be funded at 12/31/08 for projects under development, $341.4 million will be funded by fully committed third party bank loans and the remaining $154.5 million will be funded by cash on hand.
 
(4) Properties included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing.
 
(5) Total book value to date of land held for development declined significantly since 9/30/08 primarily as a result of the $116.4 million impairment charge that the Company announced on January 9, 2009.

 
Equity Residential
Consolidated Condominium Conversion Projects as of December 31, 2008
(Amounts in thousands except for project and unit amounts)
                       
 
Units 2008 YTD Activity Q4 2008
Available for Sale/Other
FFO FFO
Project Estimated Incremental Incremental
Start Close Out Units Sold Not Available/ Units Sales (Loss) Gain Units Sales (Loss) Gain
Projects Location Date (1) Date Total Closed Closed Other Closed Price on Sale (2) Closed Price on Sale (2)
 
For Sale
Park Bloomingdale Bloomingdale, IL Q2 2006 Q1 2009 250 249 1 - 69 $ 10,948 $ (923 ) 29 $ 3,913 $ (979 )
Arrington Place Issaquah, WA Q1 2007 Q4 2009 130 67 - 63 22   5,886   384   -   -   (5 )
 
380 316 1 63 91 16,834 (539 ) 29 3,913 (984 )
 
Closed Out/Other
Belle Arts (3) Bellevue, WA Q4 2006 N/A 128 127 - 1 - - (10 ) - - (11 )
The Cleo (The Alexandria) (4) Los Angeles, CA Q3 2007 N/A 104 12 - 92 12 3,530 378 2 442 (86 )
South Palm Place Tamarac, FL Q2 2005 Q4 2008 208 208 - - 6 848 (507 ) 1 102 (180 )
Chantecleer Lakes Naperville, IL Q4 2005 Q1 2008 304 304 - - 2 326 (12 ) - - (4 )
Pacific Cove Playa Del Ray, CA Q3 2006 Q1 2008 80 80 - - 1 520 (97 ) - - (7 )
Milano Terrace Scottsdale, AZ Q2 2005 Q2 2008 224 224 - - 18 4,043 215 - - (5 )
Projects closed out prior to 2008 (2) 4,289 4,289 - - -   -   (3,360 ) -   -   (12 )
 
5,337 5,244 - 93 39 9,267 (3,393 ) 3 544 (305 )
 
Totals 4 5,717 5,560 1 156 130 $ 26,101 $ (3,932 ) 32 $ 4,457 $ (1,289 )
 
 
 
Net incremental (loss) on sales of condominium units (2) $ (3,932 ) $ (1,289 )
Corporate overhead (property management expense) (2,755 ) (694 )
Other expenses (2,289 ) (849 )
Discontinued operating loss of active conversions (3,737 ) (878 )
Income of halted conversions (5)   561     392  
 
Pre-tax net loss - Condominium division (6) $ (12,152 ) $ (3,318 )
 
 
(1) Project start date represents the date that each respective property was acquired by the taxable REIT subsidiary and included in discontinued operations.
 

(2) Amounts are net of $313,000 and $67,000 in reserves for potential homeowners disputes for the year and quarter ended December 31, 2008, respectively. The Company recorded an additional reserve of $3,197,000 in the second quarter of 2008 on various projects closed out prior to 2008.

 

(3) Belle Arts - In order to retain certain development rights, the remaining unit is not available for sale at this time.

 
(4) The Cleo (The Alexandria) - The Company halted the sales effort during the fourth quarter of 2008 and will operate the remaining 92 units as a rental property.
 
(5) Halted conversions includes the results of Sheridan Lake Club (Dania Beach Club), Sage, The Martine (Crosspointe), The Hamilton, Verde (Mission Verde) and The Cleo (The Alexandria).
 
(6) Excludes interest income, interest expense and certain other items specific to condominium conversion projects that ultimately eliminate in consolidation.
Also excludes depreciation expense on halted conversions (active conversions are not depreciated) and excludes income and other taxes on condominium sales and operations, if any.

 
Equity Residential
Maintenance Expenses and Capitalized Improvements to Real Estate
For the Year Ended December 31, 2008
(Amounts in thousands except for unit and per unit amounts)
                           
 
Maintenance Expenses Capitalized Improvements to Real Estate Total Expenditures
 

Building
Improvements
(5)

Total
Units (1)

Avg.
Per Unit

Avg.
Per Unit

Avg.
Per Unit

Replacements
(4)

Avg.
Per Unit

Avg.
Per Unit

Avg.
Per Unit

Grand
Total

Avg.
Per Unit

Expense (2) Payroll (3) Total Total
 
Established Properties (6) 105,607 $ 83,558 $ 791 $ 72,531 $ 687 $ 156,089 $ 1,478 $ 38,003 $ 360 $ 53,195 $ 504 $ 91,198 $ 864 (9) $ 247,287 $ 2,342
 
New Acquisition Properties (7) 20,665 15,636 823 13,513 712 29,149 1,535 5,409 285 18,243 961 23,652 1,246 52,801 2,781
 
Other (8) 6,487   10,883   9,127   20,010   43,497     11,491     54,988   74,998
 
Total 132,759 $ 110,077 $ 95,171 $ 205,248 $ 86,909   $ 82,929   $ 169,838 $ 375,086
 
 

(1) Total Units - Excludes 9,776 unconsolidated units and 4,709 military housing (fee managed) units, for which maintenance expenses and capitalized improvements to real estate are self-funded and do not consolidate into the Company's results.

 

(2) Maintenance Expenses - Includes general maintenance costs, unit turnover costs including interior painting, regularly scheduled landscaping and tree trimming costs, security, exterminating, fire protection, snow and ice removal, elevator repairs, and other miscellaneous building repair costs.

 

(3) Maintenance Payroll - Includes employee costs for maintenance, cleaning, housekeeping, and landscaping.

 

(4) Replacements - Includes new expenditures inside the units such as appliances, mechanical equipment, fixtures and flooring, including carpeting.

 

(5) Building Improvements - Includes roof replacement, paving, amenities and common areas, building mechanical equipment systems, exterior painting and siding, major landscaping, vehicles and office and maintenance equipment.

 

(6) Established Properties - Wholly Owned Properties acquired prior to January 1, 2006.

 

(7) New Acquisition Properties - Wholly Owned Properties acquired during 2006, 2007 and 2008. Per unit amounts are based on a weighted average of 18,983 units.

 

(8) Other - Includes properties either partially owned or sold during the period, commercial space, corporate housing and condominium conversions. Also includes $34.2 million included in replacements spent on various assets related to major renovations and repositioning of these assets.

 

(9) For 2009, the Company estimates an annual stabilized run rate of approximately $925 per unit of capital expenditures for its established properties.


 
Equity Residential
Discontinued Operations
(Amounts in thousands)
       
 
Year Ended Quarter Ended
December 31, December 31,
2008 2007 2008 2007
 
REVENUES
Rental income $ 45,708   $ 200,131   $ 1,627   $ 26,961  
 
Total revenues   45,708     200,131     1,627     26,961  
 
EXPENSES (1)
Property and maintenance 18,537 69,391 2,194 9,849
Real estate taxes and insurance 5,974 26,845 134 3,945
Property management (62 ) 266 - (4 )
Depreciation 11,746 54,124 333 7,102
General and administrative   29     15     5     1  
 
Total expenses   36,224     150,641     2,666     20,893  
 
Discontinued operating income (loss) 9,484 49,490 (1,039 ) 6,068
 
Interest and other income 224 221 12 30
Interest (2):
Expense incurred, net (37 ) (4,010 ) (9 ) (285 )
Amortization of deferred financing costs - (1,728 ) - (61 )
Income and other tax benefit (expense)   1,848     7,309     832     6,326  
 
Discontinued operations 11,519 51,282 (204 ) 12,078
 
Minority Interests - Operating Partnership   (718 )   (3,256 )   12     (774 )
 
Discontinued operations, net of minority interests   10,801     48,026     (192 )   11,304  
 
Net gain on sales of discontinued operations 392,857 933,013 27,805 85,523
Minority Interests - Operating Partnership   (24,475 )   (59,246 )   (1,624 )   (5,482 )
 
Gain on sales of discontinued operations, net of minority interests   368,382     873,767     26,181     80,041  
 
Discontinued operations, net of minority interests $ 379,183   $ 921,793   $ 25,989   $ 91,345  
 
 

(1) Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Company’s period of ownership.

 

(2) Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.


 
Equity Residential
Additional Reconciliations and Non-Comparable Items
(Amounts in thousands except per share data)
(All per share data is diluted)
             
 
FFO Reconciliations
 
FFO Reconciliations
Guidance Midpoint Q4
2008 to Actual Q4 2008
Amounts Per Share
 
Guidance midpoint Q4 2008 FFO - Diluted (1) (2) $ 181,533 $ 0.625
Impairment (including discontinued operations) (117,132 ) (0.405 )
Debt extinguishment gains (interest and other income) 4,529 0.016
Property NOI (including reserve adjustments) 3,669 0.013
Interest expense 3,045 0.011
Income and other tax expense 2,418 0.008
Other   6,758     0.025  
 
Actual Q4 2008 FFO - Diluted (1) (2) $ 84,820   $ 0.293  
                               
 
 
Non-Comparable Items (3)
 
 
Year Ended December 31, Quarter Ended December 31,
2008 2007 Variance 2008 2007 Variance
 
Severance charges:
Property management expense $ (810 ) $ (1,606 ) $ 796 $ (528 ) $ (1,129 ) $ 601
General and administrative expense (4,330 ) (3,944 ) (386 ) (2,168 ) (3,021 ) 853
Impairment (including discontinued operations) (122,103 ) (1,726 ) (120,377 ) (119,247 ) (706 ) (118,541 )
Debt extinguishment gains (interest and other income) 18,737 - 18,737 18,471 - 18,471
Debt extinguishment costs (interest):
Prepayment penalties (81 ) (3,339 ) 3,258 (40 ) - (40 )
Write-off of unamortized deferred financing costs (1,020 ) (4,032 ) 3,012 (851 ) (197 ) (654 )
Write-off of unamortized premiums/(discounts) (1,189 ) - (1,189 ) (1,164 ) - (1,164 )
Premium on redemption of Preferred Shares - (6,154 ) 6,154 - (10 ) 10
Net gain on sales of land parcels 2,976 6,360 (3,384 ) - 1,130 (1,130 )
Net incremental (loss) gain on sales of condominium units (3,932 ) 20,771 (24,703 ) (1,289 ) 1,998 (3,287 )
Income and other tax (expense) benefit - Condo sales 1,935 7,319 (5,384 ) 846 6,127 (5,281 )
Other   3,288     5,709     (2,421 )   691     3,668     (2,977 )
 
Net non-comparable items (3) $ (106,529 ) $ 19,358   $ (125,887 ) $ (105,279 ) $ 7,860   $ (113,139 )
 
 
Note: See page 27 for definitions, footnotes and reconciliations of EPS to FFO.

     
Equity Residential
             
 
 
The earnings guidance/projections provided below are based on current expectations and are forward-looking.
 

2009 Earnings Guidance (per share diluted)

 

Q1 2009

2009

 
Expected FFO (1) (2) $0.53 to $0.58 $2.00 to $2.30
 
 

2009 Same Store Assumptions

 
Physical occupancy 93.5%
Revenue change (4.50%) to (1.50%)
Expense change 2.50% to 3.50%
NOI change (9.25%) to (3.75%)
 
(Note: 25 basis point change in NOI percentage = $0.01 per share change in EPS/FFO)
 

2009 Transaction Assumptions

 
Rental acquisitions $250.0 million
Rental dispositions $700.0 million
Capitalization rate spread 125 basis points
 

2009 Debt Assumptions

 
Weighted average debt outstanding $9.7 billion to $10.1 billion
Weighted average interest rate (reduced for capitalized interest and
including prepayment penalties) 4.93%
Interest expense $475.0 million to $495.0 million
Unrestricted cash at 12/31/09 $50.0 million
 
Note: Debt guidance assumes no debt offerings and no debt extinguishment gains, but does include approximately $9.0 million of interest expense for the mandatory adoption of FASB Staff Position APB 14-1, which requires companies to expense the implied option value inherent in convertible debt. This change does not affect the Company's continued compliance with its financial or debt covenants.
 
 
 
 

2009 Other Guidance Assumptions

 
General and administrative expense $40.0 million to $42.0 million
Interest and other income $9.0 million to $12.0 million
Income and other tax expense $1.0 million to $2.0 million
Net gain on sales of land parcels No amounts budgeted
Preferred share redemptions No amounts budgeted
Weighted average Common Shares and OP Units - Diluted 291.1 million
 
 
 
 
 
 
Note: See page 27 for definitions, footnotes and reconciliations of EPS to FFO.

         
Equity Residential
                   
 
 
The earnings guidance/projections provided below are based on current expectations and are forward-looking.
 
 
Reconciliations of EPS to FFO for Pages 25 and 26
 
(Amounts in thousands except per share data)
(All per share data is diluted)
 
Expected Expected
Expected Q4 2008 Q1 2009 2009
Amounts Per Share Per Share Per Share
 
Expected Earnings - Diluted (4) $ 110,466 $ 0.380 $0.22 to $0.27 $0.92 to $1.22
Add: Expected depreciation expense 150,827 0.520 0.52 2.12
Less: Expected net gain on sales (4)   (79,760)   (0.275) (0.21) (1.04)
 
Expected FFO - Diluted (1) (2) $ 181,533 $ 0.625 $0.53 to $0.58 $2.00 to $2.30
 
 
Definitions and Footnotes for Pages 25 and 26
 

(1) The National Association of Real Estate Investment Trusts ("NAREIT") defines funds from operations ("FFO") (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States ("GAAP")), excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.  The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only.  Once the Company commences the conversion of units to condominiums, it simultaneously discontinues depreciation of such property. FFO available to Common Shares and OP Units is calculated on a basis consistent with net income available to Common Shares and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares in accordance with accounting principles generally accepted in the United States. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the "Minority Interests - Operating Partnership". Subject to certain restrictions, the Minority Interests - Operating Partnership may exchange their OP Units for EQR Common Shares on a one-for-one basis.

 

(2) The Company believes that FFO and FFO available to Common Shares and OP Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures 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 and FFO available to Common Shares and OP Units can help compare the operating performance of a company's real estate between periods or as compared to different companies.  FFO and FFO available to Common Shares and OP Units do not represent net income, net income available to Common Shares or net cash flows from operating activities in accordance with GAAP.  Therefore, FFO and FFO available to Common Shares and OP Units should not be exclusively considered as alternatives to net income, net income available to Common Shares or net cash flows from operating activities as determined by GAAP or as a measure of liquidity.  The Company's calculation of FFO and FFO available to Common Shares and OP Units 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.

 

(3) Non-comparable items are those items included in FFO that by their nature are not comparable from period to period, such as net incremental gain on sales of condominium units, impairment charges, debt extinguishment costs and redemption premiums on Preferred Shares/Preference Interests.

 

(4) Earnings represents net income per share calculated in accordance with accounting principles generally accepted in the United States. Expected earnings is calculated on a basis consistent with actual earnings. Due to the uncertain timing and extent of property dispositions and the resulting gains/losses on sales, actual earnings could differ materially from expected earnings.

CONTACT:
Equity Residential
Marty McKenna, 312-928-1901
mmckenna@eqrworld.com

-----END PRIVACY-ENHANCED MESSAGE-----