Equity Office Properties Trust
2 North Riverside Plaza
Chicago IL, 60606
December 13, 2002
Mr. Jonathan G. Katz
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609
Re: Conditions for Use of Non-GAAP Financial Measures (File No. S7-43-02)
Dear Mr. Katz:
Equity Office Properties Trust ("EOP") is pleased to have the opportunity to respond to the Securities and Exchange Commission ("Commission") regarding the proposals set forth in Release No. 33-8145 and 34-46788 ("Releases"). EOP is a publicly traded real estate investment trust with total assets of $25.7 billion and an equity market capitalization of $13.0 billion as of September 30, 2002. Equity Office has a national office portfolio of 744 office buildings comprising 126.8 million square feet in 21 states and the District of Columbia.
EOP strongly supports the Commission's efforts to reform the use of non-GAAP financial measures by public companies. We agree with the need to improve the transparency and quality of public disclosures, including pro forma financial information. We agree with most of the Commission's proposals relating to the use of non-GAAP financial measures. However, EOP is concerned that one aspect of the proposals could be counterproductive to the interests of investors. Specifically EOP opposes the Commission's proposal that would prohibit the use of non-GAAP per share information in corporate earnings releases.
EOP supports the Commission's proposal that any non-GAAP financial measure must be reconciled with the comparable GAAP measure. We also agree that any comparable GAAP measure must be presented with equal or greater prominence of the comparable non-GAAP measure.
We currently use a non-GAAP measure, Funds From Operations (FFO), as an important supplemental indicator of our company's operating profitability. We already reconcile this non-GAAP measure to GAAP net income and also include the following disclosure regarding FFO:
"Equity Office believes that FFO is helpful to investors as a measure of the performance of an equity REIT because along with cash flow from operating activities, investment activities and financing activities it provides investors with an indication of the ability of a company to incur and service debt, to make capital expenditures and fund other cash needs. Equity Office computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to FFO reported by other REITs which do not define the term in accordance with the current NAREIT definition or that interpret the NAREIT definition differently than Equity Office. FFO does not represent cash generated from operations in accordance with GAAP nor does it represent cash available to pay distributions and it should not be considered as an alternative to net income determined in accordance with GAAP as an indication of Equity Office's financial performance or as an alternative to cash generated from operations, determined in accordance with GAAP, as a measure of Equity Office's liquidity, nor is it indicative of funds available to fund Equity Office's cash needs, including its ability to make cash distributions."
We believe that FFO, when taken together with GAAP measures is meaningful in helping investors evaluate our relative performance. We further believe that reporting FFO, as well as other non-GAAP measures, on only an absolute basis, without an accompanying per-share calculation, would be inappropriate since the issuance of shares or the repurchase of shares could affect the absolute measure. For example, EOP merged with another real estate investment trust in July of 2001 in a transaction where the consideration included a combination of cash, assumption of debt and issuance of shares. Absolute FFO for our company for the nine months ended 9/30/2002 increased by approximately $214.2 million or 23% compared to the nine months ended 9/30/2001. A substantial portion of the increase, however, was the result of this merger. The FFO increase on a fully diluted per share basis for that same period was only 2.5% (from $2.36 per share to $2.42 per share) after allowance for the effect additional shares issued in the merger. Allowing disclosure of non-GAAP measures in total dollar terms, while not allowing for these measures on a per share basis, will make the information less meaningful and more confusing, especially to a less sophisticated investor. Additionally, investors have advised us that they view these non-GAAP per-share measures, including Funds From Operations, as important supplemental indicators of a real estate company's operating profitability.
We recommend that the final rule allow per share reporting of non-GAAP measures and require that both the numerator (the non-GAAP measure) and the denominator (the applicable diluted number of shares) be reconciled to GAAP net income and the number of diluted shares used to calculate GAAP net income per share, respectively. This position agrees with the alternative suggested in "Questions regarding amendments to Item 10 of Regulation S-K, Item 10 of Regulation S-B and Form 20-F" of the Release.
Equity Office Properties Trust thanks the Commission for the opportunity to comment on this proposal. Please contact Marsha Williams, Chief Financial Officer (312-466-4339) or Steve Briggs, Chief Accounting Officer (312-466-3398) if you have any questions regarding this letter.
Stephen M Briggs
Senior Vice President - Chief Accounting Officer
Equity Office Properties Trust