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): December 6, 2006
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Illinois 0-24920 36-3894853
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization Identification Number)
EQUITY RESIDENTIAL
(Exact name of registrant as specified in its charter)
Maryland 1-12252 13-3675988
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
Two North Riverside Plaza 60606
Suite 400, Chicago, Illinois (Zip Code)
(Address of principal executive
offices)
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:
[_] 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 14-d(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))
C:\docs\1802883cImpairment_12-12-06_b_(3)_en.DOC
Item 2.06 Material Impairments
On December 6, 2006, Equity Residential (together with its operating
partnership, ERP Operating Limited Partnership, the "Company") concluded that a
material asset impairment charge of $30 million related to its corporate housing
business was required under generally accepted accounting principles. The
conclusion to take this non-cash charge was based on a review by the Company of
the existing intangible assets reflected on the consolidated balance sheets of
the Company as Goodwill related to its corporate housing business. The Company
does not carry any other Goodwill amount on its consolidated balance sheets. The
Company does not believe this impairment charge will result in any future cash
expenditures.
Item 7.01 Regulation FD Disclosure
On December 12, 2006, the Company issued a press release updating
earlier guidance with respect to fully diluted GAAP earnings per share and funds
from operations for the fourth quarter and full year ending December 31, 2006.
In the press release, the Company also announced the declaration of fourth
quarter dividends on its common and preferred shares and an increase in the
quarterly common share dividend to $0.4625 per share. The press release is
furnished herewith as Exhibit 99.1 and is incorporated by reference in this Item
7.01. The information contained or incorporated in this Item 7.01, 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 the Company under the Securities Act of 1933, as
amended.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description
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99.1 Press Release dated December 12, 2006
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.
ERP OPERATING LIMITED PARTNERSHIP
By: Equity Residential, its general partner
Date: December 12, 2006 By: /s/ Donna Brandin
---------------------------------------
Name: Donna Brandin
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Its: Executive Vice President and Chief Financial
Officer
EQUITY RESIDENTIAL
Date: December 12, 2006 By: /s/ Donna Brandin
---------------------------------------
Name: Donna Brandin
---------------------------------------
Its: Executive Vice President and Chief Financial
Officer