The information set forth in "Item 1.01 - Entry into a Material Definitive Agreement" in a Current Report on Form 8-K filed by Equity Residential, a Maryland real estate investment trust (the "Company"), on November 26, 2012, is incorporated herein by reference.

The information set forth in "Item 1.01 - Entry into a Material Definitive Agreement" in a Current Report on Form 8-K filed by the Company on November 26, 2012 is incorporated herein by reference. The issuance by the Company of common shares constituting a portion of the total consideration payable pursuant to the Asset Purchase Agreement entered into by the Company and its operating partnership, ERP Operating Limited Partnership ("ERPOP"), with AvalonBay Communities, Inc., Archstone Enterprise LP and Lehman Brothers Holdings Inc. described therein will be made in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended, or another applicable exemption.

On November 28, 2012, the Company agreed to sell 19,000,000 shares (the "Firm Securities") of the Company's common shares of beneficial interest, par value $0.01 per share (the "Common Shares") in a public offering pursuant to a Terms Agreement, dated as of November 28, 2012, among the Company, ERPOP, and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC, as representatives of the underwriters named therein. The Company granted the underwriters an option to purchase an additional 2,850,000 Common Shares (the "Option Securities" and together with the Firm Securities, the "Securities").

The Securities will be issued pursuant to a prospectus supplement dated November 28, 2012, a prospectus dated October 15, 2010 and the Company's automatic shelf registration statement on Form S-3 (File No. 333-169956) filed on October 15, 2010 with the SEC. Copies of the prospectus supplement and prospectus may be obtained by contacting the Company at the address on the cover page of this Current Report on Form 8-K. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(d) Exhibits.

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Exhibit
Number       Description

1.1          Terms Agreement dated November 28, 2012, among Equity Residential, ERP
             Operating Limited Partnership and Morgan Stanley & Co. LLC, Merrill
             Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities
             Inc. and Wells Fargo Securities, LLC

5.1          Opinion of DLA Piper LLP (US)

8.1          Opinion of DLA Piper LLP (US) regarding certain tax matters

23.1         Consent of DLA Piper LLP (US) (included in Exhibit 5.1)

23.2         Consent of DLA Piper LLP (US) (included in Exhibit 8.1)