8-K

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 8, 2010

EQUITY RESIDENTIAL

(Exact name of registrant as specified in its charter)

Maryland	1-12252	13-3675988
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 (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 14-d(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 December 9, 2010, Equity Residential (the “Company”) issued a press release announcing its fourth quarter dividend and the adoption of a new dividend policy. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

     The information contained 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 shall such information be deemed incorporated by reference in any filing by Equity Residential under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

     On December 8, 2010, the Company’s board of trustees adopted a new dividend policy. For 2011, the Company intends to pay a dividend equal to approximately 65% of FFO for the year as adjusted for certain non-comparable items. As in 2010, the Company intends to pay $0.3375 per share for each of the first three quarters of the year. For the fourth quarter, the Company intends to pay a dividend that will bring the total payment for the year to approximately 65% of FFO as adjusted for certain non-comparable items for the year. All future dividends remain subject to the discretion of the Company’s board of trustees.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

     The following Exhibit is included with this Report:

     99.1 Press release of Equity Residential, dated December 9, 2010.

     The statements and certain other information contained in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. Such forward-looking statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

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: December 9, 2010	By: Name:	/s/ Mark J. Parrell Mark J. Parrell
	Its:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Equity Residential, dated December 9, 2010

EX-99.1

Exhibit 99.1

NEWS RELEASE — FOR IMMEDIATE RELEASE

CONTACT: Marty McKenna	(312) 928-1901
DECEMBER 9, 2010

Equity Residential Declares Fourth Quarter Dividends
9% Increase in 2010 Common Share Dividend
Adopts New Dividend Policy

Chicago, IL – December 9, 2010 — Equity Residential (NYSE: EQR) today announced that on December 8th its Board of Trustees declared dividends on its common and preferred shares. A common share dividend for the fourth quarter of $0.4575 per share will be paid on January 14, 2011 to shareholders of record on December 20, 2010. This dividend will bring the total paid for the year to $1.47 per share, a 9% increase over the company’s previous annualized dividend of $1.35 per share. The $1.47 per share equals approximately 65% of the company’s currently estimated FFO (Funds From Operations) for 2010 as adjusted for certain non-comparable items. The company reaffirms its 2010 FFO guidance range and reconciliation from earnings per share as provided in its third quarter 2010 earnings release dated October 27, 2010.

For 2011, the company intends to pay a dividend equal to approximately 65% of FFO for the year as adjusted for certain non-comparable items. As in 2010, the company intends to pay $0.3375 per share for each of the first three quarters of the year. For the fourth quarter, the company intends to pay a dividend that will bring the total payment for the year to approximately 65% of FFO as adjusted for certain non-comparable items. All future dividends remain subject to the discretion of the company’s Board of Trustees.

“We are pleased to distribute to our investors a fourth quarter dividend that reflects the improvement in apartment operating fundamentals experienced in 2010,” said David J. Neithercut, Equity Residential’s President and CEO. “In the years ahead, our new dividend policy will continue to generate payouts closely aligned with the actual annual operating results of our core business and provide more transparency to our investors.”

The company plans to announce its fourth quarter and full year 2010 operating results and outlook for 2011, including a range of FFO as adjusted for certain non-comparable items, on February 2, 2011 and host a conference call to discuss these items on February 3, 2011 at 10 am CST.

The following regular quarterly dividends will be paid on the company’s preferred/depositary shares:

Series	Record Date	Payment Date	Amount/Share
K	December 20, 2010	December 31, 2010	$	1.03625
N	December 20, 2010	January 18, 2011	$	0.405

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 470 properties located in 17 states and the District of Columbia, consisting of 132,699 apartment units. For more information on Equity Residential, please visit our website at www.equityapartments.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.equityapartments.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.