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•

As described in Note 4, “Equity,” 157,779 shares of common stock were issued as part of the Company's stock based compensation plans, of which 95,826 shares related to the conversion of restricted stock units to restricted shares, and the remaining 61,953 shares valued at $10,721,000 were issued in connection with new stock grants; 46,589 shares valued at $3,552,000 were issued in conjunction with the conversion of deferred stock awards; 1,608 shares valued at $275,000 were issued through the Company’s dividend reinvestment plan; 39,800 shares valued at $5,921,000 were withheld to satisfy employees’ tax withholding and other liabilities; and 4,293 restricted stock units with a value of $502,000 previously issued in connection with employee compensation were canceled upon forfeiture.

•	Common stock dividends declared but not paid totaled $171,098,000.

•	The Company recorded a decrease of $1,722,000 in redeemable noncontrolling interest with a corresponding increase to accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture partners and DownREIT partnership units.  For further discussion of the nature and valuation of these items, see Note 10, “Fair Value.”

•	The Company reclassified $4,334,000 of cash flow hedge losses from other comprehensive income to interest expense, net, to record the impact of the Company’s derivative and hedge accounting activity.

•	As discussed in Note 5, "Investments in Real Estate Entities," the Company recognized a charge of $21,844,000 to write off the net book value of the fixed assets destroyed by the Edgewater fire.

•

The Company issued 113,822 shares of common stock as part of the Company's stock based compensation plan, of which 16,209 shares related to the conversion of restricted units to restricted shares, and the remaining 97,613 shares valued at $12,605,000 were issued in connection with new stock grants; 1,868 shares valued at $250,000 were issued through the Company’s dividend reinvestment plan; 53,983 shares valued at $4,701,000 were withheld to satisfy employees’ tax withholding and other liabilities; and 200 restricted shares as well as restricted stock units with an aggregate value of $1,826,000 previously issued in connection with employee compensation were canceled upon forfeiture.

•	Common stock dividends declared but not paid totaled $153,125,000.

•	The Company recorded a decrease of $4,088,000 in redeemable noncontrolling interest with a corresponding increase to accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture partners and DownREIT partnership units.

•	The Company reclassified $4,557,000 of cash flow hedge losses from other comprehensive income to interest expense, net, to record the impact of the Company’s derivative and hedge accounting activity.

•	The Company derecognized $17,816,000 in noncontrolling interest in conjunction with the deconsolidation of an AvalonBay Value Added Fund I, L.P. ("Fund I") subsidiary.

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(1)	Balances at September 30, 2015 and December 31, 2014 exclude $6,902 and $6,735 of debt discount, respectively, as reflected in unsecured notes, net on the Company’s Condensed Consolidated Balance Sheets.

(2)	Balances at September 30, 2015 and December 31, 2014 exclude $24,647 and $84,449 of debt premium, respectively, as reflected in mortgage notes payable on the Company’s Condensed Consolidated Balance Sheets.

•	In January 2015, in conjunction with the disposition of Avalon on Stamford Harbor, the Company substituted AVA Belltown as collateral for the disposed community's outstanding fixed rate secured mortgage loan.

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•	In March 2015, the Company borrowed the final $50,000,000 available under the $300,000,000 variable rate unsecured term loan (the “Term Loan”), maturing in March 2021.

•

In April 2015, the Company repaid an aggregate of $481,582,000 principal amount of secured indebtedness, which includes eight fixed rate mortgage loans secured by eight wholly-owned operating communities, at par. The indebtedness had an aggregate effective interest rate of 3.12%, and a stated maturity date of November 2015. The Company incurred a gain on the early debt extinguishment of $8,724,000, representing the excess of the write-off of unamortized premium resulting from the debt assumed in the Archstone Acquisition, as defined in our Form 10-K for the year ended December 31, 2014.

•	In May 2015, the Company issued $525,000,000 principal amount of unsecured notes in a public offering under its existing shelf registration statement for net proceeds of approximately $520,653,000. The notes mature in June 2025 and were issued at a 3.45% coupon interest rate.

•	In June 2015, the Company repaid a $15,778,000 fixed rate secured mortgage note with an effective interest rate of 7.50% in advance of its February 2041 maturity date, recognizing a charge of $455,000 for a prepayment penalty and write-off of deferred financing costs.

•	In June 2015, the Company repaid a $7,805,000 fixed rate secured mortgage note with an effective interest rate of 7.84% at par and without penalty in advance of its May 2027 maturity date, recognizing a charge of $263,000 for the write-off of deferred financing costs.

•	In June 2015, the Company repaid the $74,531,000 fixed rate secured mortgage note secured by Edgewater with an effective interest rate of 5.95% at par and without penalty in advance of its May 2019 maturity date, recognizing a charge of $259,000 for the write-off of deferred financing costs.

•	In July 2015, the Company repaid a $140,346,000 fixed rate secured mortgage note with an effective interest rate of 5.56% in advance of its May 2053 maturity date, resulting in a recognized gain of $18,987,000, consisting of the write-off of unamortized premium net of deferred financing costs of $30,215,000, partially offset by a prepayment penalty of $11,228,000.

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i.	issued 155,173 shares of common stock in connection with stock options exercised;

ii.	issued 1,608 common shares through the Company’s dividend reinvestment plan;

iii.	issued 157,779 common shares in connection with stock grants and the conversion of restricted stock units to restricted shares;

iv.	issued 46,589 common shares in conjunction with the conversion of deferred stock awards;

v.	withheld 39,800 common shares to satisfy employees’ tax withholding and other liabilities;

vi.	issued 5,022 common shares through the Employee Stock Purchase Program; and

vii.	issued 4,500,000 shares of common stock in settlement of the Forward.

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•	Eaves Plainsboro, located in Plainsboro, NJ, containing 776 apartment homes was sold for $117,000,000. The Company's share of the gain in accordance with GAAP for the disposition was $9,660,000.

•	Eaves Los Alisos, located in Lake Forest, CA, containing 140 apartment homes was sold for $39,500,000. The Company's share of the gain in accordance with GAAP for the disposition was $4,551,000.

•	Captain Parker Arms, located in Lexington, MA, containing 94 apartment homes was sold for $31,600,000. The Company's share of the gain in accordance with GAAP for the disposition was $3,385,000.

•	Eaves Carlsbad, located in Carlsbad, CA, containing 450 apartment homes was sold for $112,000,000. The Company's share of the gain in accordance with GAAP for the disposition was $12,130,000.

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•	Avalon on Stamford Harbor, located in Stamford, CT, containing 323 homes and a marina with 74 boat slips, was sold for $115,500,000. The Company’s gain on the disposition was $70,936,000, reported in gain on sale of communities on the accompanying Condensed Consolidated Statements of Comprehensive Income.

•	Avalon Lyndhurst, located in Lyndhurst, NJ, containing 328 homes, was sold for $99,000,000. The Company's gain on the disposition was $35,216,000, reported in gain on sale of communities on the accompanying Condensed Consolidated Statements of Comprehensive Income.

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•

Two undeveloped land parcels and air rights, representing the right to increase density for future residential development, in the New York Metro region were sold for an aggregate sales price of $23,820,000, resulting in an aggregate gain of $9,626,000, reported in gain on sale of real estate on the accompanying Condensed Consolidated Statements of Comprehensive Income. The Company had previously recognized impairment charges of $800,000 during the three months ended March 31, 2015, and $5,933,000 in 2008 for the land parcels.

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(1)	Does not include gross real estate assets held for sale of $245,060 as of September 30, 2014.

(2)	Revenue represents third-party management, asset management and developer fees and miscellaneous income which are not allocated to a reportable segment.

(3)

Results for the three months ended September 30, 2014 reflect the operating segments updated as of April 1, 2014, which include most stabilized communities acquired as part of the Archstone Acquisition in the Established Communities segment. Results for the nine months ended September 30, 2014 reflect the operating segments determined as of January 1, 2014, which include stabilized communities acquired as part of the Archstone Acquisition in the Other Stabilized segment.

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(1)	Represents the weighted average interest rate on the hedged debt.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•

Net income attributable to common stockholders for the three months ended September 30, 2015 was $206,142,000, a decrease of $34,958,000, or 14.5%, as compared to the prior year period. The decrease is primarily attributable to a decrease in equity in income of unconsolidated real estate entities, primarily due to gains on and our promoted interest from the sale of Avalon Chrystie Place in the prior year period, partially offset by an increase in NOI from newly developed and existing operating communities, gains from the extinguishment of debt, and an increase in real estate sales and related gains.

•	Established Communities NOI for the three months ended September 30, 2015 increased by $11,994,000, or 5.1%, over the prior year period. This increase was driven by an increase in rental revenue of 5.4%, partially offset by an increase in operating expenses of 6.4% compared to the prior year period.

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•

Established Communities (also known as Same Store Communities) are consolidated communities where a comparison of operating results from the prior year to the current year is meaningful, as these communities were owned and had stabilized occupancy as of the beginning of the respective prior year period.  For the nine month periods ended September 30, 2015 and 2014, the Established Communities are communities that are consolidated for financial reporting purposes, had stabilized occupancy as of January 1, 2014, are not conducting or planning to conduct substantial redevelopment activities and are not held for sale or planned for disposition within the current year. A community is considered to have stabilized occupancy at the earlier of (i) attainment of 95% physical occupancy or (ii) the one-year anniversary of completion of development or redevelopment.

•	Other Stabilized Communities are all other completed communities that we own and that are consolidated for financial reporting purposes, and that have stabilized occupancy, as defined above. Other Stabilized Communities do not include communities that are conducting or planning to conduct substantial redevelopment activities within the current year.

•	Lease-Up Communities are communities where construction has been complete for less than one year and where physical occupancy has not reached 95%.

•

Redevelopment Communities are communities where substantial redevelopment is in progress or is planned to begin during the current year.  Redevelopment is considered substantial when capital invested during the reconstruction effort is expected to exceed the lesser of $5,000,000 or 10% of the community’s pre-redevelopment basis and is expected to have a material impact on the operations of the community, including occupancy levels and future rental rates.

•	Unconsolidated Communities are communities that we have an indirect ownership interest in through our investment interest in an unconsolidated joint venture, and that have stabilized occupancy, as defined above.

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(1)	Percent change is not meaningful.

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•	gains or losses on sales of previously depreciated operating communities;

•	cumulative effect of change in accounting principle;

•	impairment write-downs of depreciable real estate assets;

•	write-downs of investments in affiliates due to a decrease in the value of depreciable real estate assets held by those affiliates;

•	depreciation of real estate assets; and

•	adjustments for unconsolidated partnerships and joint ventures.

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(1)	Amount for the three and nine months ended September 30, 2014 excludes $14,132, representing our joint venture partners' portion of the gain on sale from a Fund I community which was consolidated for financial reporting purposes.

•	development and redevelopment activity in which we are currently engaged;

•	the minimum dividend payments on our common stock required to maintain our REIT qualification under the Code;

•	debt service and principal payments either at maturity or opportunistically before maturity; and

•	normal recurring operating expenses.

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•	we invested approximately $1,265,829,000 in the development and redevelopment of communities including $475,780,000 for the acquisition of land for development; and

•	we had capital expenditures of $45,245,000 for our operating communities and non-real estate assets.

•	proceeds from dispositions of $232,415,000;

•	insurance recoveries for property damage claims related to Edgewater of $44,142,000; and

•	net distributions from unconsolidated joint ventures in the amount of $46,992,000.

•	issuance of common stock in the amount of $674,631,000, including $659,423,000 from the settlement of the Forward;

•	proceeds from the issuance of unsecured notes in the amount of $524,066,000; and

•	borrowing the final $50,000,000 available to us on the Term Loan.

•	repayment of secured notes in the amount of $743,653,000;

•	payment of cash dividends in the amount of $484,251,000; and

•	redemption of preferred interest obligation in the amount of $14,410,000.

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•	limitations on the amount of total and secured debt in relation to our overall capital structure;

•	limitations on the amount of our unsecured debt relative to the undepreciated basis of real estate assets that are not encumbered by property-specific financing; and

•	minimum levels of debt service coverage.

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•	In January 2015, in conjunction with the disposition of Avalon on Stamford Harbor, we substituted AVA Belltown as collateral for the disposed community's outstanding fixed rate secured mortgage loan.

•	In March 2015, we borrowed the final $50,000,000 available under the Term Loan, maturing in March 2021.

•

In April 2015, we repaid an aggregate of $481,582,000 principal amount of secured indebtedness, which includes eight fixed rate mortgage loans secured by eight wholly-owned operating communities, at par. The indebtedness had an aggregate effective interest rate of 3.12%, and a stated maturity date of November 2015. We incurred a gain on the early debt extinguishment of $8,724,000, representing the excess of the write-off of unamortized premium from the debt assumed in the Archstone Acquisition.

•	In May 2015, we issued $525,000,000 principal amount of unsecured notes in a public offering under our existing shelf registration statement for net proceeds of approximately $520,653,000. The notes mature in June 2025 and were issued at a 3.45% coupon interest rate.

•	In June 2015, we repaid a $15,778,000 fixed rate secured mortgage note with an effective interest rate of 7.50% in advance of its February 2041 maturity date, recognizing a charge of $455,000 for a prepayment penalty and write-off of deferred financing costs.

•	In June 2015, we repaid a $7,805,000 fixed rate secured mortgage note with an effective interest rate of 7.84% at par and without penalty in advance of its May 2027 maturity date, recognizing a charge of $263,000 for the write-off of deferred financing costs.

•	In June 2015, we repaid the Edgewater $74,531,000 fixed rate secured mortgage note with an effective interest rate of 5.95% at par and without penalty in advance of its May 2019 maturity date, recognizing a charge of $259,000 for the write-off of deferred financing costs.

•	In July 2015, we repaid a $140,346,000 fixed rate secured mortgage note with an effective interest rate of 5.56% in advance of its May 2053 maturity date, resulting in a recognized gain of $18,987,000, consisting of the write off of unamortized premium net of deferred financing costs of $30,215,000, partially offset by a prepayment penalty of $11,228,000.

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(1)	Includes credit enhancement fees, facility fees, trustees’ fees, the impact of interest rate hedges, offering costs, mark to market amortization and other fees.

(2)

Balances outstanding represent total amounts due at maturity, and do not include $6,902 and $6,735 of debt discount associated with the unsecured notes as of September 30, 2015 and December 31, 2014, respectively, and $24,647 and $84,449 of premium associated with secured notes as of September 30, 2015 and December 31, 2014, respectively, as reflected on our Condensed Consolidated Balance Sheets included elsewhere in this report.

(3)	In June 2015, we elected to repay this borrowing in advance of its maturity date.

(4)	Maturity date reflects the contractual maturity of the underlying bond. There is also an associated earlier credit enhancement maturity date.

(5)	Variable rates are given as of September 30, 2015.

(6)	Financed by variable rate debt, but interest rate is capped through an interest rate protection agreement.

(7)	Borrowing is scheduled to mature in December 2015, and contractually includes an automatic one-year extension of the loan through December 2016.

(8)	In conjunction with the disposition of Avalon on Stamford Harbor in January 2015, this community was substituted as collateral for the outstanding borrowing.

(9)	In April 2015, we elected to repay this borrowing at par in advance of its maturity date.

(10)	In July 2015, we elected to repay this borrowing in advance of its maturity date, incurring a prepayment penalty of $11,228,000.

•	our $1,300,000,000 Credit Facility;

•	cash currently on hand, invested in highly liquid overnight money market funds;

•	retained operating cash;

•	the net proceeds from sales of existing communities;

•	the issuance of debt or equity securities; and/or

•	private equity funding, including joint venture activity.

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(1)	Represents total capitalized cost as of September 30, 2015.

(2)	We have not guaranteed the debt of unconsolidated investees and bear no responsibility for the repayment.

(3)	Represents weighted average rate on outstanding debt as of September 30, 2015.

(4)	Borrowing on this community is comprised of two mortgage loans.

(5)	The debt secured by this community is a variable rate note, of which $24,454 has been converted to an effective fixed rate borrowing with an interest rate swap.

(6)	Borrowing is comprised of four mortgage loans made by the equity investors in the venture in proportion to their equity interests.

(7)

Our ownership interest of 8.0% is determined by our 40.0% ownership interest in the Residual JV, which owns a 20.0% interest in SWIB. In October 2015, the final two SWIB communities were sold for an aggregate sales price of $113,000,000. A portion of the proceeds from the dispositions equal to the outstanding indebtedness was escrowed with the lender and will be used to repay the outstanding indebtedness at its maturity date.

(8)	In June 2015, MVP I, LLC obtained a $103,000,000 fixed rate loan, with a maturity date of July 2025, and used the proceeds and cash on hand to repay its existing $105,000,000, variable rate loan which was scheduled to mature in December 2015, at par.

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As of September 30, 2015, subsidiaries of Fund II have seven loans secured by individual assets with aggregate amounts of $287,426,000 with varying maturity dates (and, in some cases, dates after which the loans can be prepaid without penalty), ranging from October 2017 to August 2019. The mortgage loans are payable by the subsidiaries of Fund II with operating cash flow or disposition proceeds from the underlying real estate. We have not guaranteed the debt of Fund II, nor do we have any obligation to fund this debt should Fund II be unable to do so.

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As of September 30, 2015, subsidiaries of the U.S. Fund have nine loans secured by individual assets with aggregate amounts outstanding of $324,033,000 with varying maturity dates, ranging from January 2019 to November 2022. The mortgage loans are payable by the subsidiaries of the U.S. Fund with operating cash flow or disposition proceeds from the underlying real estate. We have not guaranteed the debt of the U.S. Fund, nor do we have any obligation to fund this debt should the U.S. Fund be unable to do so.

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As of September 30, 2015, subsidiaries of the AC JV have eight unsecured loans outstanding in the aggregate amount of $162,300,000 which mature in August 2021, and which were made by the investors in the venture, including us, in proportion to the investors’ respective equity ownership interest.  The unsecured loans are payable by the subsidiaries of the AC JV with operating cash flow from the venture. We have not guaranteed the debt of the AC JV, nor do we have any obligation to fund this debt should the AC JV be unable to do so.

•	MVP I, LLC has a fixed rate loan secured by the underlying real estate assets of the community for $103,000,000 maturing in July 2025. We have not guaranteed the debt of MVP I, LLC, nor do we have any obligation to fund this debt should MVP I, LLC be unable to do so.

•	As of September 30, 2015, Brandywine Apartments of Maryland, LLC (“Brandywine”) has an outstanding $23,964,000 fixed rate mortgage loan that is payable by Brandywine. We have not guaranteed the debt of Brandywine, nor do we have any obligation to fund this debt should Brandywine be unable to do so.

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As of September 30, 2015, the assets of the Residual JV include: a 20.0% interest in Lake Mendota Investments, LLC and Subsidiaries (“SWIB”), and various licenses, insurance policies, contracts, office leases and other miscellaneous assets. The liabilities of the Residual JV include most existing or future litigation and claims related to Archstone’s operations for periods before the close of the Archstone Acquisition, except for (i) claims that principally relate to the physical condition of the assets acquired directly by us or Equity Residential, which generally remain the sole responsibility of us or Equity Residential, as applicable, and (ii) certain tax and other litigation between Archstone and various equity holders in Archstone related to periods before the close of the Archstone Acquisition, and claims which may arise due to changes in the capital structure of Archstone that occurred prior to closing, for which Lehman has agreed to indemnify us and Equity Residential.

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(1)

Projected total capitalized cost includes all capitalized costs projected to be or actually incurred to develop the respective Development Community, determined in accordance with GAAP, including land acquisition costs, construction costs, real estate taxes, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees.  Projected total capitalized cost for communities identified as having joint venture ownership, either during construction or upon construction completion, represents the total projected joint venture contribution amount.

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(2)	Future initial occupancy dates are estimates. There can be no assurance that we will pursue to completion any or all of these proposed developments.

(3)	Stabilized operations is defined as the earlier of (i) attainment of 95% or greater physical occupancy or (ii) the one-year anniversary of completion of development.

(4)

We are developing this project with a private development partner. We will own the rental portion of the development on floors 3-19 and the partner will own the for-sale condominium portion on floors 20-30 of the development. The information above represents only our portion of the project. We are providing a construction loan to the development partner, expected to be $48.8 million, which together with the partner's contributed equity is expected to fund the condominium portion of the project.

(1)	Total capitalized cost is as of September 30, 2015. The Company generally anticipates incurring additional costs associated with these communities that are customary for new developments.

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(1)	Projected total capitalized cost does not include capitalized costs incurred prior to redevelopment.

(2)	Restabilized operations is defined as the earlier of (i) attainment of 95% or greater physical occupancy or (ii) the one-year anniversary of completion of redevelopment.

(1)	Projected total capitalized cost includes all capitalized costs incurred to date and projected to be incurred to develop the respective community, determined in accordance with GAAP, including land acquisition costs, construction costs, real estate taxes, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees.

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•	our potential development, redevelopment, acquisition or disposition of communities;

•	the timing and cost of completion of apartment communities under construction, reconstruction, development or redevelopment;

•	the timing of lease-up, occupancy and stabilization of apartment communities;

•	the pursuit of land on which we are considering future development;

•	the anticipated operating performance of our communities;

•	cost, yield, revenue, NOI and earnings estimates;

•	our declaration or payment of distributions;

•	our joint venture and discretionary fund activities;

•	our policies regarding investments, indebtedness, acquisitions, dispositions, financings and other matters;

•	our qualification as a REIT under the Internal Revenue Code;

•	the real estate markets in Northern and Southern California and markets in selected states in the Mid-Atlantic, New England, Metro New York/New Jersey and Pacific Northwest regions of the United States and in general;

•	the availability of debt and equity financing;

•	interest rates;

•	general economic conditions including the potential impacts from current economic conditions;

•	trends affecting our financial condition or results of operations; and

•	the impact of any current or future civil, governmental or other possible legal proceedings relating to the Edgewater fire and related matters.

•

our expectations and assumptions as of the date of this filing regarding insurance coverage, potential uninsured loss amounts, and the outcome of any current or future civil or governmental lawsuits, investigations and/or legal proceedings resulting from the Edgewater fire, as well as the ultimate cost and timing of replacing the Edgewater building and achieving stabilized occupancy in the event the Company chooses to rebuild this community, are subject to change and could materially affect our current expectations regarding the impact of the fire on our business, financial condition and results of operations;

•	we may fail to secure development opportunities due to an inability to reach agreements with third-parties to obtain land at attractive prices or to obtain desired zoning and other local approvals;

•	we may abandon or defer development opportunities for a number of reasons, including changes in local market conditions which make development less desirable, increases in costs of development, increases in the cost of capital or lack of capital availability, resulting in losses;

•	construction costs of a community may exceed our original estimates;

•	we may not complete construction and lease-up of communities under development or redevelopment on schedule, resulting in increased interest costs and construction costs and a decrease in our expected rental revenues;

•	occupancy rates and market rents may be adversely affected by competition and local economic and market conditions which are beyond our control;

•	financing may not be available on favorable terms or at all, and our cash flows from operations and access to cost effective capital may be insufficient for the development of our pipeline which could limit our pursuit of opportunities;

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•	our cash flows may be insufficient to meet required payments of principal and interest, and we may be unable to refinance existing indebtedness or the terms of such refinancing may not be as favorable as the terms of existing indebtedness;

•	we may be unsuccessful in our management of Fund II, the U.S. Fund, the AC JV or the REIT vehicles that are used with each respective fund; and

•	we may be unsuccessful in managing changes in our portfolio composition.

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.	CONTROL AND PROCEDURES

(a)	Evaluation of disclosure controls and procedures.

(b)	Changes in internal controls over financial reporting.

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

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ITEM 1A.	RISK FACTORS

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ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(1)	Reflects shares surrendered to the Company in connection with exercise of stock options as payment of exercise price, as well as for taxes associated with the vesting of restricted share grants.

(2)	As disclosed in our Form 10-Q for the quarter ended March 31, 2008, represents amounts outstanding under the Company’s $500,000,000 Stock Repurchase Program. There is no scheduled expiration date to this program.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

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