Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") is intended to help provide an understanding of our
business, financial condition and results of operations. This MD&A should be
read in conjunction with our Condensed Consolidated Financial Statements and the
accompanying Notes to Condensed Consolidated Financial Statements included
elsewhere in this report. This report, including the following MD&A, contains
forward-looking statements regarding future events or trends that should be read
in conjunction with the factors described under "Forward-Looking Statements"
included in this report. Actual results or developments could differ materially
from those projected in such statements as a result of the factors described
under "Forward-Looking Statements" as well as the risk factors described in Part
I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2020 (the "Form 10-K") and in Part II, Item 1A. "Risk Factors" in
this report.

Capitalized terms used without definition have the meanings provided elsewhere in this Form 10-Q.



Executive Overview

Business Description

We develop, redevelop, acquire, own and operate multifamily apartment
communities in New England, the New York/New Jersey metro area, the
Mid-Atlantic, Southeast Florida, Denver, Colorado, the Pacific Northwest, and
Northern and Southern California. We are pursuing opportunities in new expansion
markets of Dallas and Austin, Texas, and Charlotte and Raleigh-Durham, North
Carolina. We focus on leading metropolitan areas that we believe historically
have been characterized by growing employment in high wage sectors of the
economy, higher cost of home ownership and a diverse and vibrant quality of
life. We believe these market characteristics have offered and will continue in
the future to offer the opportunity for superior risk-adjusted returns over the
long-term on apartment community investments relative to other markets that do
not have these characteristics. We seek to create long-term shareholder value by
accessing capital on cost effective terms; deploying that capital to develop,
redevelop and acquire apartment communities in our selected markets; leveraging
our scale and competencies in technology and data science to operate apartment
communities; and selling communities when they no longer meet our long-term
investment strategy or when pricing is attractive.

Our strategic vision is to be the leading apartment company in select U.S.
markets, providing a range of distinctive living experiences that customers
value. We pursue this vision by targeting what we believe are among the best
markets and submarkets, leveraging our strategic capabilities in market research
and consumer insight and being disciplined in our capital allocation and balance
sheet management. Our communities are predominately upscale and generally
command among the highest rents in their markets. However, we also pursue the
ownership and operation of apartment communities that target a variety of
customer segments and price points, consistent with our goal of offering a broad
range of products and services. We regularly evaluate the market allocation of
our investments by current market value and share of total revenue and NOI, as
well as relative asset value and submarket positioning.

Second Quarter 2021 Highlights



•Net income attributable to common stockholders for the three months ended June
30, 2021 was $447,953,000, an increase of $277,125,000, or 162.2%, as compared
to the prior year period. The increase is primarily due to an increase in gains
on consolidated and unconsolidated real estate dispositions in the current year
period and an increase in NOI from our Development communities, partially offset
by a decrease in Same Store NOI.

•Same Store NOI attributable to our apartment rental operations, including
parking and other ancillary residential revenue ("Residential"), for the three
months ended June 30, 2021 was $333,449,000, a decrease of $33,920,000, or 9.2%,
from the prior year period. The decrease was due to a decrease in Residential
rental revenues of $24,577,000, or 4.7%, as well as an increase in Residential
property operating expenses of $9,187,000, or 6.0%, over the prior year period.


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COVID-19 Pandemic

We have taken various actions in response to the COVID-19 pandemic to adjust our
business operations and to address the health and safety of our residents and
associates. We adopted varying measures to help mitigate the financial impact
arising from the national emergency on our residents, including providing
flexible lease renewal options, creating payment plans for residents who are
unable to pay their rent because they are impacted by this national emergency
and, in certain jurisdictions, waiving late fees and certain other customary
fees associated with apartment rentals. To the extent still implemented, we may
discontinue these measures at any time except where required by law.

The impact on our consolidated results of operations from COVID-19 for 2021 and
periods beyond will depend on the duration and severity of the pandemic, the
effectiveness of vaccines and the rate of vaccination, the duration and nature
of governmental responses to contain the spread of the disease and cushion the
impact on consumers, the responses of consumers and businesses with respect to
living and work preferences, and how quickly and to what extent normal economic
and operating conditions can resume. The current and potential future impacts of
the COVID-19 pandemic on our business, particularly on (i) rent levels,
collectibility of rents, occupancy and the extent to which we waive certain
other customary fees associated with our apartment rental business and (ii)
development timing and volume, mean that our historical results of operations
and financial condition may not be indicative of future results of operations
and financial condition.

The COVID-19 pandemic continues to affect our rental operations including (i)
revenues and expenses, as well as (ii) our collections and associated
outstanding receivables. For further discussion see "Results of Operations." The
following table presents the percentage of (i) apartment base rent charged to
residents and (ii) other rentable items, including parking and storage rent,
along with pet and other fees in accordance with residential leases, that has
been collected ("Collected Residential Revenue") for our 2021 Same Store
communities for the three months ended June 30, 2020, September 30, 2020,
December 31, 2020, March 31, 2021 and June 30, 2021 (unaudited). Collected
Residential Revenue excludes transactional and other fees.
                         At quarter end (1)(2)      At July 31, 2021 (3)(4)
              Q2 2020            95.4%                       98.3%
              Q3 2020            95.1%                       97.7%
              Q4 2020            94.7%                       97.3%
              Q1 2021            94.7%                       96.7%
              Q2 2021            95.0%                       96.1%

_________________________


(1)Collections presented reflect our 2021 Same Store communities and exclude
commercial revenue, which was 0.6% and 1.1% of our 2020 and 2019 Same Store
total revenue, respectively.
(2)The Collected Residential Revenue percentage as of June 30, 2020 for Q2 2020,
September 30, 2020 for Q3 2020, December 31, 2020 for Q4 2020, March 31, 2021
for Q1 2021 and June 30, 2021 for Q1 2021, respectively.
(3)The percentage of Collected Residential Revenue as of July 31, 2021.
(4)Collected Residential Revenue for July 2021 as of July 31, 2021 was 93.4%.

The collection rates are based on individual resident activity as reflected in
our property management systems and are presented to provide information about
collections trends during the COVID-19 pandemic. Prior to the COVID-19 pandemic,
the collections information provided was not routinely produced for internal use
by senior management or publicly disclosed by the Company and is a result of
analysis that is not subject to internal controls over financial reporting. This
information is not prepared in accordance with GAAP, does not reflect GAAP
revenue or cash flow metrics and may be subject to adjustment in preparing GAAP
revenue and cash flow metrics. Additionally, this information should not be
interpreted as predicting the Company's financial performance, results of
operations or liquidity for any period. At June 30, 2021, our outstanding rent
receivable balance for residential and commercial tenants, net of reserves,
decreased to $15,047,000 from $18,159,000 at December 31, 2020.

Second Quarter 2021 Development Highlights

At June 30, 2021, we owned or held a direct or indirect interest in:



•14 wholly-owned communities under construction, which are expected to contain
3,988 apartment homes with a projected total capitalized cost of $1,553,000,000,
and two unconsolidated communities under construction, which are expected to
contain 803 apartment homes with a projected total capitalized cost of
$386,000,000.

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•Land or rights to land on which we expect to develop an additional 23 apartment
communities that, if developed as expected, will contain 7,802 apartment homes
and will be developed for an aggregate total capitalized cost of $3,120,000,000.

During the three months ended June 30, 2021, we sold six wholly-owned operating
communities containing 1,309 apartment homes for $512,200,000, and our gain in
accordance with GAAP was $334,572,000. In addition, we sold 16 residential
condominiums at The Park Loggia, for gross proceeds of $38,392,000, resulting in
a gain in accordance with GAAP of $575,000.

During the three months ended June 30, 2021, we acquired Avalon Arundel Crossing
East, located in Linthicum Heights, MD, which is adjacent to our Avalon Arundel
Crossing operating community. Avalon Arundel Crossing East contains 384
apartment homes and was acquired for a purchase price of $119,000,000.

Communities Overview



Our real estate investments consist primarily of current operating apartment
communities, consolidated and unconsolidated communities in various stages of
development ("Development" communities and "Unconsolidated Development"
communities) and Development Rights (as defined below). Our current operating
communities are further classified as Same Store communities, Other Stabilized
communities, Lease-Up communities, Redevelopment communities and Unconsolidated
communities. While we generally establish the classification of communities on
an annual basis, we update the classification of communities during the calendar
year to the extent that our plans with regard to the disposition or
redevelopment of a community change. The following is a description of each
category:

Current Communities are categorized as Same Store, Other Stabilized, Lease-Up, Redevelopment, or Unconsolidated according to the following attributes:



•Same Store consists of consolidated communities in the markets where we have a
significant presence (New England, New York/New Jersey, Mid-Atlantic, Southeast
Florida, Denver, Colorado, Pacific Northwest, and Northern and Southern
California), and 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 six month periods ended June 30, 2021 and 2020, Same Store
communities are consolidated for financial reporting purposes, had stabilized
occupancy as of January 1, 2020, are not conducting or are not probable to
conduct substantial redevelopment activities and are not held for sale as of
June 30, 2021 or probable for disposition to unrelated third parties within the
current year. A community is considered to have stabilized occupancy at the
earlier of (i) attainment of 90% physical occupancy or (ii) the one-year
anniversary of completion of development or redevelopment.

•Other Stabilized consists of all other completed consolidated communities that
have stabilized occupancy, as defined above, as of January 1, 2021, or which
were acquired subsequent to January 1, 2020. Other Stabilized excludes
communities that are conducting or are probable to conduct substantial
redevelopment activities within the current year, as defined below.

•Lease-Up consists of consolidated communities where construction has been complete for less than one year and that do not have stabilized occupancy.



•Redevelopment consists of consolidated communities where substantial
redevelopment is in progress or is probable to begin during the current year.
Redevelopment is considered substantial when (i) capital invested during the
reconstruction effort is expected to exceed the lesser of $5,000,000 or 10% of
the community's pre-redevelopment gross cost basis and (ii) physical occupancy
is below or is expected to be below 90% during, or as a result of, the
redevelopment activity.

•Unconsolidated consists of communities that we have an indirect ownership interest in through our investment interest in an unconsolidated joint venture.


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Development consists of consolidated communities that are under construction and
for which a certificate or certificates of occupancy for the entire community
have not been received. These communities may be partially complete and
operating.

Unconsolidated Development consists of communities that are under construction
and for which a certificate or certificates of occupancy for the entire
community have not been received that we have an indirect ownership interest in
through our investment interest in an unconsolidated joint venture. These
communities may be partially complete and operating.

Development Rights are development opportunities in the early phase of the
development process where we either have an option to acquire land or enter into
a leasehold interest, where we are the buyer under a long-term conditional
contract to purchase land, where we control the land through a ground lease or
own land to develop a new community, or where we are the designated developer in
a public-private partnership. We capitalize related pre-development costs
incurred in pursuit of new developments for which we currently believe future
development is probable.

We currently lease our corporate headquarters located in Arlington, Virginia, as well as our other regional and administrative offices under operating leases.

As of June 30, 2021, communities that we owned or held a direct or indirect interest in were classified as follows:


                                  Number of           Number of
                                 communities       apartment homes
Current Communities

Same Store:
New England                           37               9,536
Metro NY/NJ                           42              12,008
Mid-Atlantic                          38              13,417
Southeast Florida                      4               1,214
Denver, CO                             4               1,086
Pacific Northwest                     16               4,217
Northern California                   39              11,829
Southern California                   57              16,761
Total Same Store                     237              70,068

Other Stabilized:
New England                            3                 703
Metro NY/NJ                            4               1,742
Mid-Atlantic                           1                 384
Southeast Florida                      -                   -
Denver, CO                             -                   -
Pacific Northwest                      3               1,012
Northern California                    1                 289
Southern California                    -                   -
Total Other Stabilized                12               4,130

Lease-Up                              11               3,598

Redevelopment                          2                 572

Unconsolidated                        10               2,590

Total Current                        272              80,958

Development                           14               3,988

Unconsolidated Development             2                 803

Total Communities                    288              85,749

Development Rights                    23               7,802


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Results of Operations

As discussed above under "Executive Overview - COVID-19 Pandemic" and elsewhere
in this report, the COVID-19 pandemic continues to affect our business, and may
continue to do so. See also Part II, Item 1A, "Risk Factors." Our year-over-year
operating performance is primarily affected by both overall and individual
geographic market conditions and apartment fundamentals and is reflected in
changes in Same Store NOI; NOI derived from acquisitions, development
completions and development under construction and in lease-up; loss of NOI
related to disposed communities; and capital market and financing activity. A
comparison of our operating results for the three and six months ended June 30,
2021 and 2020 follows (unaudited, dollars in thousands).
                                                             For the three months ended                                                        For the six months ended
                                       6/30/2021          6/30/2020           $ Change            % Change             6/30/2021            6/30/2020            $ Change            % Change

Revenue:
Rental and other income               $ 560,935          $ 575,479          $ (14,544)                 (2.5) %       $ 1,111,194          $ 1,176,123          $ (64,929)                 (5.5) %
Management, development and other
fees                                        808                926               (118)                (12.7) %             1,685                1,933               (248)                (12.8) %
Total revenue                           561,743            576,405            (14,662)                 (2.5) %         1,112,879            1,178,056            (65,177)                 (5.5) %

Expenses:
Direct property operating expenses,
excluding property taxes                116,506            106,753              9,753                   9.1  %           231,214              214,934             16,280                   7.6  %
Property taxes                           70,776             67,013              3,763                   5.6  %           140,186              134,039              6,147                   4.6  %
Total community operating expenses      187,282            173,766             13,516                   7.8  %           371,400              348,973             22,427                   6.4  %

Corporate-level property management
and other indirect operating expenses   (25,116)           (24,337)              (779)                  3.2  %           (50,459)             (48,149)            (2,310)                  4.8  %
Expensed transaction, development and
other pursuit costs, net of
recoveries                               (1,653)              (388)            (1,265)                326.0  %            (1,483)              (3,722)             2,239                 (60.2) %
Interest expense, net                   (56,104)           (53,399)            (2,705)                  5.1  %          (108,717)            (109,313)               596                  (0.5) %
(Loss) gain on extinguishment of
debt, net                                     -               (268)               268                 100.0  %               122               (9,438)             9,560                  N/A (1)
Depreciation expense                   (184,472)          (176,249)            (8,223)                  4.7  %          (367,769)            (354,160)           (13,609)                  3.8  %
General and administrative expense      (18,465)           (15,573)            (2,892)                 18.6  %           (35,817)             (32,893)            (2,924)                  8.9  %
Casualty and impairment loss             (1,177)                 -                  -                 100.0  %            (1,177)                   -             (1,177)                100.0  %
Income from investments in
unconsolidated entities                  26,559                512             26,047                  N/A (1)            26,092                1,687             24,405                  N/A (1)
Gain on sale of communities             334,569             35,295            299,274                 847.9  %           388,296               59,731            328,565                 550.1  %
Gain on other real estate
transactions, net                            32                156               (124)                (79.5) %               459                  199                260                 130.7  %
Net for-sale condominium activity          (647)             1,348             (1,995)                 N/A (1)            (1,560)               4,808             (6,368)                 N/A (1)
Income before income taxes              447,987            169,736            278,251                 163.9  %           589,466              337,833            251,633                  74.5  %
Income tax (expense) benefit                (10)             1,133             (1,143)                 N/A (1)               745                1,042               (297)                 N/A (1)
Net income                              447,977            170,869            277,108                 162.2  %           590,211              338,875            251,336                  74.2  %

Net income attributable to
noncontrolling interests                    (24)               (41)                17                 (41.5) %               (35)                 (76)                41                 (53.9) %

Net income attributable to common
stockholders                          $ 447,953          $ 170,828          $ 277,125                 162.2  %       $   590,176          $   338,799          $ 251,377                  74.2  %

_________________________

(1)Percent change is not meaningful.



Net income attributable to common stockholders increased $277,125,000, or
162.2%, to $447,953,000 and $251,377,000, or 74.2%, to $590,176,000 for the
three and six months ended June 30, 2021 as compared to the prior year periods.
The increase for the three and six months ended June 30, 2021 is primarily due
to an increase in gains on consolidated and unconsolidated real estate
dispositions in the current year periods and an increase in NOI from our
Development communities, partially offset by a decrease in Same Store NOI.
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NOI is considered by management to be an important and appropriate supplemental
performance measure to net income because it helps both investors and management
to understand the core operations of a community or communities prior to the
allocation of any corporate-level or financing-related costs. NOI reflects the
operating performance of a community and allows for an easier comparison of the
operating performance of individual assets or groups of assets. In addition,
because prospective buyers of real estate have different financing and overhead
structures, with varying marginal impact to overhead as a result of acquiring
real estate, NOI is considered by many in the real estate industry to be a
useful measure for determining the value of a real estate asset or group of
assets. We define NOI as total property revenue less direct property operating
expenses (including property taxes), and excluding corporate-level income
(including management, development and other fees), corporate-level property
management and other indirect operating expenses, expensed transaction,
development and other pursuit costs, net of recoveries, interest expense, net,
(gain) loss on extinguishment of debt, net, general and administrative expense,
income from investments in unconsolidated real estate entities, depreciation
expense, corporate income tax (benefit) expense, casualty and impairment (gain)
loss, net, gain on sale of communities, (gain) loss on other real estate
transactions, net, net for-sale condominium activity and net operating income
from real estate assets sold or held for sale.

NOI does not represent cash generated from operating activities in accordance
with GAAP, and NOI should not be considered an alternative to net income as an
indication of our performance. NOI should also not be considered an alternative
to net cash flow from operating activities, as determined by GAAP, as a measure
of liquidity, nor is NOI indicative of cash available to fund cash
needs. Residential NOI represents results attributable to the Company's
apartment rental operations, including parking and other ancillary residential
revenue. Reconciliations of NOI and Residential NOI for the three and six months
ended June 30, 2021 and 2020 to net income for each period are as follows
(unaudited, dollars in thousands):
                                                           For the three months ended                    For the six months ended
                                                          6/30/2021            6/30/2020               6/30/2021              6/30/2020

Net income                                            $      447,977          $ 170,869          $     590,211               $ 338,875

Indirect operating expenses, net of corporate income 24,318

      23,407                 48,788                  46,206

Expensed transaction, development and other pursuit costs, net of recoveries

                                       1,653                388                  1,483                   3,722
Interest expense, net                                         56,104             53,399                108,717                 109,313
(Loss) gain on extinguishment of debt, net                         -                268                   (122)                  9,438
General and administrative expense                            18,465             15,573                 35,817                  32,893
Income from investments in unconsolidated entities           (26,559)              (512)               (26,092)                 (1,687)
Depreciation expense                                         184,472            176,249                367,769                 354,160
Income tax expense (benefit)                                      10             (1,133)                  (745)                 (1,042)
Casualty and impairment loss                                   1,177                  -                  1,177                       -
Gain on sale of real estate assets                          (334,569)           (35,295)              (388,296)                (59,731)
Gain on other real estate transactions, net                      (32)              (156)                  (459)                   (199)
Net for-sale condominium activity                                647             (1,348)                 1,560                  (4,808)
Net operating income from real estate assets sold or
held for sale                                                 (4,749)           (13,581)               (10,549)                (28,572)
NOI                                                          368,914            388,128                729,259                 798,568

Commercial NOI (1)                                            (5,678)            (1,986)               (11,045)                 (8,769)
Residential NOI                                       $      363,236          $ 386,142          $     718,214               $ 789,799

_________________________

(1)Represents results attributable to the non-apartment components of our mixed-use communities and other non-residential operations ("Commercial").

The Residential NOI changes for the three and six months ended June 30, 2021, compared to the prior year periods, consist of changes in the following categories (unaudited, dollars in thousands):


                               For the three months ended       For the six months ended
                                        6/30/2021                       6/30/2021

Same Store                    $                   (33,920)     $                 (87,641)
Other Stabilized                                    2,104                          3,100
Development / Redevelopment                         8,910                         12,956
Total                         $                   (22,906)     $                 (71,585)



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Rental and other income decreased $14,544,000, or 2.5%, and $64,929,000, or
5.5%, for the three and six months ended June 30, 2021 compared to the prior
year periods. The decrease for the three and six months ended June 30, 2021 is
primarily due to decreased rental rates, amortization of concessions at our Same
Store communities and decreased rental income from dispositions, partially
offset by additional rental income generated from development completions and
development under construction and in lease-up, as well as increased occupancy
at our Same Store communities. Results for the three and six months ended
June 30, 2021 were also impacted by uncollectible lease revenue.

•For the three months ended June 30, 2021, uncollectible lease revenue improved
by $5,034,000, composed of $425,000 for Residential revenue and $4,609,000 for
Commercial revenue, compared to the prior year period.

•For the six months ended June 30, 2021, uncollectible lease revenue increased by $9,431,000, reducing residential revenue by $13,143,000, while improving Commercial revenue by $3,712,000, compared to the prior year period.



As a result of the pandemic, we increased our use of residential concessions
during 2020 and the three and six months ended June 30, 2021 as compared to the
prior year periods. The increased concessions, which are amortized on a
straight-line basis over the life of the respective leases (generally one year),
contributed to the overall decline in our rental revenue during the three and
six months ended June 30, 2021 and will continue to impact rental revenue
throughout 2021. The amortization of residential concessions for our
consolidated communities increased by $15,810,000 and $30,793,000 in the three
and six months ended June 30, 2021, respectively, as compared to the prior year
periods, and the remaining net unamortized balance of residential concessions as
of June 30, 2021 was $33,840,000.

As discussed elsewhere in this report, the COVID-19 impact and related economic,
regulatory and operating impacts are likely to continue to adversely affect our
rental revenue during the COVID-19 pandemic. If job losses in our markets and
nationally continue, this would likely continue to decrease our ability to
maintain and/or increase rents and/or maintain occupancy at our historical
levels. Deteriorating financial conditions among our residents and commercial
tenants, as well as regulations that limit our ability to evict residents and
tenants, may continue to result in higher than normal uncollectible lease
revenue. The pandemic may also continue to depress demand among consumers for
our apartments for a variety of other reasons, including the following:
consumers whose income has declined, who are working from home remotely or who
cannot freely access neighborhood amenities like restaurants, gyms and
entertainment venues, may decide during the pandemic to live in markets or
submarkets that are less costly than ours; low interest rates that are caused by
government response to the pandemic may encourage consumers who would otherwise
rent to seek out home ownership; and various sources of demand for our
apartments (e.g., students, corporate apartment homes, seasonal job-related
demand as in the entertainment industry) may remain below pre-pandemic levels.

Consolidated Communities - The weighted average number of occupied apartment
homes for consolidated communities increased to 74,999 apartment homes for the
six months ended June 30, 2021, compared to 74,079 homes for the prior year
period. The weighted average monthly rental revenue per occupied apartment home
decreased to $2,466 for the six months ended June 30, 2021 compared to $2,642 in
the prior year period.

Same Store rental revenue decreased $21,899,000, or 4.2%, and $71,590,000, or
6.7%, for the three and six months ended June 30, 2021, compared to the prior
year periods. Residential rental revenue decreased $24,577,000, or 4.7%, and
$73,463,000, or 6.9%, for the three and six months ended June 30, 2021, compared
to the prior year periods. The decrease for the three month ended June 30, 2021
was partially offset by a decrease in uncollectible lease revenue of $773,000.
For the six months ended June 30, 2021, uncollectible lease revenue contributed
$11,572,000 to the decrease in rental revenue from the prior year period.
Commercial rental revenue increased $2,676,000, or 135.5%, and $1,873,000, or
24.7%, for the three and six months ended June 30, 2021, compared to the prior
year periods. The increase in Commercial revenue was due in part to a reduction
in uncollectible lease revenue of $3,455,000 and $3,022,000, for the three and
six months ended June 30, 2021, respectively.

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The following table presents the change in Same Store Residential rental revenue
for the three and six months ended June 30, 2021, compared to the prior year
periods (unaudited):
                                                       For the three months 

ended For the six months ended


                                                               6/30/2021                          6/30/2021
Residential rental revenue
Lease rates                                                                (4.0) %                            (3.8) %
Concessions and other discounts                                            (2.7) %                            (2.5) %
Economic Occupancy                                                          1.6  %                             0.4  %
Other rental revenue                                                        0.3  %                             0.1  %
Uncollectible lease revenue                                                 0.1  %                            (1.1) %
Total Residential rental revenue                                           (4.7) %                            (6.9) %



The following table presents the change in Same Store Residential rental revenue, including the attribution of the change between rental rates and Economic Occupancy for the six months ended June 30, 2021 (unaudited).


                                                                                                                  For the six months ended June 30, 2021
                                                    Residential rental revenue (000s)                                                    Average rental rates                                            Economic Occupancy (1)
                                                                      $ Change               % Change                                                               % Change                                                    

% Change


                                                                         2021 to                   2021 to                                                             2021 to                                                      2021 to
                                 2021                  2020                2020                      2020                  2021                 2020                     2020                2021                2020                 2020
New England                $   147,377            $   155,992          $  (8,615)                      (5.5) %       $    2,695              $ 2,874                       (6.2) %             95.6  %             94.9  %               0.7  %
Metro NY/NJ                    207,603                217,991            (10,388)                      (4.8) %            2,998                3,172                       (5.5) %             96.1  %             95.4  %               0.7  %
Mid-Atlantic                   161,813                171,375             (9,562)                      (5.6) %            2,114                2,230                       (5.2) %             95.1  %             95.5  %              (0.4) %
Southeast Florida               14,918                 14,840                 78                        0.5  %            2,136                2,200                       (2.9) %             95.9  %             92.5  %               3.4  %
Denver, CO                      11,503                 10,336              1,167                       11.3  %            1,831                1,712                        7.0  %             96.4  %             92.1  %               4.3  %
Pacific Northwest               51,875                 55,650             (3,775)                      (6.8) %            2,148                2,283                       (5.9) %             95.4  %             96.3  %              (0.9) %
Northern California            178,360                208,857            (30,497)                     (14.6) %            2,611                3,067                      (14.9) %             96.3  %             96.0  %               0.3  %
Southern California            213,560                225,431            (11,871)                      (5.3) %            2,201                2,343                       (6.1) %             96.5  %             95.7  %               0.8  %
Total Same Store           $   987,009            $ 1,060,472          $ (73,463)                      (6.9) %       $    2,447              $ 2,640                       (7.3) %             95.9  %             95.5  %               0.4  %

_________________________________


(1)   Economic occupancy takes into account the fact that apartment homes of
different sizes and locations within a community have different economic impacts
on a community's gross revenue. Economic occupancy is defined as gross potential
revenue less vacancy loss, as a percentage of gross potential revenue. Gross
potential revenue is determined by valuing occupied homes at leased rates and
vacant homes at market rents. Vacancy loss is determined by valuing vacant units
at current market rents.

Direct property operating expenses, excluding property taxes, increased
$9,753,000, or 9.1%, and $16,280,000, or 7.6%, for the three and six months
ended June 30, 2021, compared to the prior year periods. The increases for the
three and six months ended June 30, 2021 are primarily due to the addition of
newly developed apartment communities, as well as the timing of repairs and
maintenance projects previously delayed due to the COVID-19 pandemic.

Same Store Residential direct property operating expenses, excluding property
taxes, represents 99.9% of total Same Store operating expenses for the three and
six months ended June 30, 2021. Residential direct property operating expenses,
excluding property taxes, increased $7,260,000, or 7.6%, and $11,029,000, or
5.8%, for the three and six months ended June 30, 2021 compared to the prior
year periods. The increases for the three and six months ended June 30, 2021 are
primarily due to the timing of repairs and maintenance projects previously
delayed due to the COVID-19 pandemic.

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Property taxes increased $3,763,000, or 5.6%, and $6,147,000, or 4.6%, for the
three and six months ended June 30, 2021, compared to the prior year periods.
The increases for the three and six months ended June 30, 2021 are primarily due
to the addition of newly developed apartment communities and increased
assessments for the Company's stabilized portfolio, partially offset by
decreased property taxes from dispositions.

Same Store Residential property taxes represents 98.8% of total Same Store
property taxes for the three and six months ended June 30, 2021. Residential
property taxes increased $1,927,000, or 3.3%, and $2,897,000, or 2.5%, for the
three and six months ended June 30, 2021, compared to the prior year periods.
The increases for the three and six months ended June 30, 2021 are primarily due
to increased assessments across the portfolio in the current year periods and
successful appeals in the prior year periods. The increase for the six months
ended June 30, 2021 was partially offset by a successful appeal in Metro NY/NJ
in the current year period.

Corporate-level property management and other indirect operating expenses increased $779,000, or 3.2%, and $2,310,000, or 4.8%, for the three and six months ended June 30, 2021, compared to the prior year periods, primarily due to increased compensation related costs and costs related to an increased investment in technology initiatives to improve efficiency in services for resident and prospects in the current year periods.



Expensed transaction, development and other pursuit costs, net of recoveries
primarily reflect costs incurred for development pursuits not yet considered
probable for development, as well as the abandonment of Development Rights and
costs related to abandoned acquisition and disposition pursuits and any
recoveries of costs incurred. These costs can be volatile, particularly in
periods of increased acquisition pursuit activity, periods of economic downturn
or when there is limited access to capital, and therefore may vary significantly
from year to year. In addition, the timing for recoveries will not always align
with the timing for expensing an abandoned pursuit. Expensed transaction,
development and other pursuit costs, net of recoveries, increased $1,265,000 for
the three months ended June 30, 2021 and decreased $2,239,000 for the six months
ended June 30, 2021 as compared to the prior year periods. The amounts for the
three and six months ended June 30, 2021, include the non-cash write-off of
asset management fee intangibles associated with the disposition of the final
two communities in Multifamily Partners AC JV LP (the "AC JV").

Interest expense, net increased $2,705,000, or 5.1%, for the three months ended
June 30, 2021, compared to the prior year period. This category includes
interest costs offset by capitalized interest pertaining to development and
redevelopment activity, amortization of premium/discount on debt, interest
income and any mark to market impact from derivatives not in qualifying hedge
relationships. The increase for the three months ended June 30, 2021 was
primarily due to a decrease in capitalized interest, partially offset by lower
overall effective rates on unsecured indebtedness and a combination of a
decrease in variable rates on, and amounts of, secured indebtedness.

(Gain) loss on extinguishment of debt, net reflects prepayment penalties, the
write-off of unamortized deferred financing costs and premiums/discounts from
our debt repurchase and retirement activity, or payments to acquire our
outstanding debt at amounts above or below the carrying basis of the debt
acquired. The losses of $268,000 and $9,438,000 for the three and six months
ended June 30, 2020 were due to the repayments of unsecured debt during the
periods.

Depreciation expense increased $8,223,000, or 4.7%, and $13,609,000, or 3.8%,
for the three and six months ended June 30, 2021, as compared to the prior year
periods, primarily due to the addition of newly developed apartment communities,
partially offset by dispositions.

General and administrative expense ("G&A") increased $2,892,000, or 18.6%, and
$2,924,000, or 8.9%,for the three and six months ended June 30, 2021, as
compared to the prior year periods, primarily due to increases in compensation
related expenses and legal settlements in the current year periods.

Casualty and impairment loss for the three and six months ended June 30, 2021
consists of a $1,177,000 charge recognized for the property and casualty damages
resulting from a fire at an operating community that occurred during the three
months ended June 30, 2021.

Income from investments in unconsolidated entities increased $26,047,000 and
$24,405,000 for the three and six months ended June 30, 2021, compared to the
prior year periods, primarily due to gains on the sale of the final two
communities in the AC JV.

Gain on sale of communities increased by $299,274,000 and $328,565,000 for the
three and six months ended June 30, 2021, compared to the prior year periods.
The amount of gain realized in a given period depends on many factors, including
the number of communities sold, the size and carrying value of the communities
sold and the market conditions in the local area.

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Net for-sale condominium activity is a net expense of $647,000 and $1,560,000
for the three and six months ended June 30, 2021 and a net gain of $1,348,000
and $4,808,000 for the three and six months ended June 30, 2020, and is
comprised of the net gain before taxes on the sale of condominiums at The Park
Loggia and associated marketing, operating and administrative costs. During the
three and six months ended June 30, 2021, we sold 16 and 26 residential
condominiums at The Park Loggia, for gross proceeds of $38,392,000 and
$53,001,000, resulting in gains in accordance with GAAP of $575,000 and
$706,000, respectively. During the three and six months ended June 30, 2020, we
sold 16 and 52 residential condominiums at The Park Loggia for gross proceeds of
$61,207,000 and $166,814,000, resulting in gains in accordance with GAAP of
$2,544,000 and $7,447,000, respectively. In addition, we incurred $1,222,000 and
$1,196,000 for the three months ended June 30, 2021 and 2020, respectively, and
$2,266,000 and $2,639,000 for the six months ended June 30, 2021 and 2020,
respectively, in marketing, operating and administrative costs.

Reconciliation of Non-GAAP Financial Measures



Consistent with the definition adopted by the Board of Governors of the National
Association of Real Estate Investment Trusts® ("Nareit"), we calculate Funds
from Operations Attributable to Common Stockholders ("FFO") as net income or
loss attributable to common stockholders computed in accordance with GAAP,
adjusted for:

•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
•similar adjustments for unconsolidated partnerships and joint ventures,
including those from a change in control.

FFO and FFO adjusted for non-core items, or "Core FFO," as defined below, are
generally considered by management to be appropriate supplemental measures of
our operating and financial performance. In calculating FFO, we exclude gains or
losses related to dispositions of previously depreciated property and exclude
real estate depreciation, which can vary among owners of identical assets in
similar condition based on historical cost accounting and useful life
estimates. FFO can help one compare the operating performance of a real estate
company between periods or as compared to different companies. By further
adjusting for items that are not considered by us to be part of our core
business operations, Core FFO allows one to compare the core operating
performance of the Company between periods. We believe that in order to
understand our operating results, FFO and Core FFO should be examined with net
income as presented in our Condensed Consolidated Financial Statements included
elsewhere in this report.

We calculate Core FFO as FFO, adjusted for:



•joint venture gains (if not adjusted through FFO), non-core costs and promoted
interests from partnerships;
•casualty and impairment losses or gains, net on non-depreciable real estate;
•gains or losses from early extinguishment of consolidated borrowings;
•development pursuit write-offs and expensed transaction costs, net of
recoveries;
•third-party business interruption insurance proceeds and the related lost NOI
that is covered by the expected third party business interruption insurance
proceeds;
•property and casualty insurance proceeds and legal settlements;
•gains or losses on sales of assets not subject to depreciation and other
investment gains or losses;
•advocacy contributions, representing payments to promote our business
interests;
•hedge ineffectiveness or gains or losses from derivatives not designated as
hedges for accounting purposes;
•severance related costs;
•net for-sale condominium activity, including gains, marketing, operating and
administrative costs and imputed carry cost;
•income taxes; and
•other non-core items.

FFO and Core FFO do not represent net income in accordance with GAAP, and
therefore should not be considered an alternative to net income, which remains
the primary measure, as an indication of our performance. In addition, FFO and
Core FFO as calculated by other REITs may not be comparable to our calculations
of FFO and Core FFO.

The following is a reconciliation of net income attributable to common stockholders to FFO attributable to common stockholders and to Core FFO attributable to common stockholders (unaudited, dollars in thousands, except per share amounts):


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                                                             For the three months ended                        For the six months ended
                                                          6/30/2021              6/30/2020                 6/30/2021                6/30/2020

Net income attributable to common stockholders $ 447,953

   $     170,828          $     590,176               $     338,799

Depreciation - real estate assets, including joint venture adjustments

                                          183,257                175,558                365,571                     352,986
Distributions to noncontrolling interests                         12                     12                     24                          24
Gain on sale of unconsolidated entities holding
previously depreciated real estate                           (23,305)                     -                (23,305)                          -

Gain on sale of previously depreciated real estate (334,569)

         (35,295)              (388,296)                    (59,731)
Casualty and impairment loss on real estate                    1,177                      -                  1,177                           -
FFO attributable to common stockholders                      274,525                311,103                545,347                     632,078

Adjusting items:
Unconsolidated entity (gains) losses (1)                      (2,233)                     -                 (2,132)                          -
Business interruption insurance proceeds                           -                   (103)                     -                        (103)
Lost NOI from casualty losses covered by business
interruption insurance                                             -                     48                      -                          48
Loss (gain) on extinguishment of consolidated debt                 -                    268                   (122)                      9,438
Gain on interest rate contract                                     -                      -                 (2,654)                          -
Advocacy contributions                                             -                  1,465                      -                       1,766
Executive transition compensation costs                          407                      -                  2,188                           -
Severance related costs                                          102                     89                    102                       2,040
Development pursuit write-offs and expensed
transaction costs, net of recoveries                             527                    269                    302                       3,389
Gain on for-sale condominiums (2)                               (575)                (2,544)                  (706)                     (7,447)
For-sale condominium marketing, operating and
administrative costs (2)                                       1,222                  1,196                  2,266                       2,639
For-sale condominium imputed carry cost (3)                    1,979                  2,824                  4,131                       6,433
Gain on other real estate transactions, net                      (32)                  (156)                  (459)                       (199)
Legal settlements                                              1,018                    (67)                 1,078                         (24)
Income tax expense (benefit)                                      10                 (1,133)                  (745)                     (1,042)

Core FFO attributable to common stockholders $ 276,950

   $     313,259          $     548,596               $     649,016

Weighted average common shares outstanding - diluted 139,650,639

     140,738,160            139,601,526                 140,752,331

EPS per common share - diluted                        $         3.21          $        1.21          $        4.23               $        2.41
FFO per common share - diluted                        $         1.97          $        2.21          $        3.91               $        4.49
Core FFO per common share - diluted                   $         1.98          $        2.23          $        3.93               $        4.61

_________________________


(1)Amounts for the three and six months ended June 30, 2021 include unrealized
gains on property technology investments of $3,272, partially offset by the
write-off of asset management fee intangibles associated with the disposition of
the final two AC JV communities.
(2)The aggregate impact of (i) gain on for-sale condominiums and (ii) for-sale
condominium marketing, operating and administrative costs is a net expense of
$647 and $1,560 for the three and six months ended June 30, 2021 and a net gain
of $1,348 and $4,808 for the three and six months ended June 30, 2020.
(3)Represents the imputed carry cost of for-sale residential condominiums at The
Park Loggia. We compute this adjustment by multiplying the total capitalized
cost of completed and unsold for-sale residential condominiums by our weighted
average unsecured debt rate.

FFO and Core FFO also do not represent cash generated from operating activities
in accordance with GAAP, and therefore should not be considered an alternative
to net cash flows from operating activities, as determined by GAAP, as a measure
of liquidity. Additionally, it is not necessarily indicative of cash available
to fund cash needs.
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A presentation of GAAP based cash flow metrics is as follows (unaudited, dollars
in thousands) and a discussion of "Liquidity and Capital Resources" can be found
later in this report:
                                                    For the three months ended                      For the six months ended
                                                  6/30/2021                6/30/2020              6/30/2021              6/30/2020
Net cash provided by operating activities   $      238,484               $  287,213          $     568,629             $  628,917
Net cash provided by (used in) investing
activities                                  $      245,157               $  (49,061)         $      89,205             $ (185,128)
Net cash used in financing activities       $     (226,268)              $ (690,879)         $    (484,261)            $ (155,709)

Liquidity and Capital Resources



We employ a disciplined approach to our liquidity and capital management. When
we source capital, we take into account both our view of the most cost effective
alternative available and our desire to maintain a balance sheet that provides
us with flexibility. Our principal focus on near-term and intermediate-term
liquidity is to ensure we have adequate capital to fund:

•development and redevelopment activity in which we are currently engaged or in
which we plan to engage;
•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;
•normal recurring operating expenses and corporate overhead expenses; and
•investment in our operating platform, including strategic investments.

Factors affecting our liquidity and capital resources are our cash flows from
operations, financing activities and investing activities (including
dispositions) as well as general economic and market conditions. Cash flows from
operations are determined by operating activities and factors including but not
limited to (i) the number of apartment homes currently owned, (ii) rental rates,
(iii) occupancy levels, (iv) uncollectible lease revenue levels or interruptions
in collections caused by market conditions and (v) operating expenses with
respect to apartment homes. The timing and type of capital markets activity in
which we engage is affected by changes in the capital markets environment, such
as changes in interest rates or the availability of cost-effective capital. Our
plans for development, redevelopment, non-routine capital expenditure,
acquisition and disposition activity are affected by market conditions and
capital availability. We frequently review our liquidity needs, especially in
periods with volatile market conditions, as well as the adequacy of cash flows
from operations and other expected liquidity sources to meet these needs.

We had cash, cash equivalents and cash in escrow of $487,105,000 at June 30,
2021, an increase of $173,573,000 from $313,532,000 at December 31, 2020. The
following discussion relates to changes in cash, cash equivalents and cash in
escrow due to operating, investing and financing activities, which are presented
in our Condensed Consolidated Statements of Cash Flows included elsewhere in
this report.

Operating Activities - Net cash provided by operating activities decreased to
$568,629,000 for the six months ended June 30, 2021 from $628,917,000 for the
six months ended June 30, 2020, primarily due to decreases in rental income,
including the impact of uncollectible lease revenue.

Investing Activities - Net cash provided by investing activities totaled $89,205,000 for the six months ended June 30, 2021. The net cash provided was primarily due to:



•net proceeds from the disposition of six operating communities and ancillary
real estate of $575,431,000; and
•net proceeds from the sale of for-sale residential condominiums of $48,655,000.

These amounts are partially offset by:



•investment of $325,692,000 in the development and redevelopment of communities;
•acquisition of an operating community for $118,572,000; and
•capital expenditures of $59,741,000 for our operating communities and non-real
estate assets.

Financing Activities - Net cash used in financing activities totaled $484,261,000 for the six months ended June 30, 2021. The net cash used was primarily due to:


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•payment of cash dividends in the amount of $444,572,000; and
•mortgage note repayments and principal amortization payments in the amount of
$34,734,000.

Variable Rate Unsecured Credit Facility



We have a $1,750,000,000 revolving variable rate unsecured credit facility with
a syndicate of banks (the "Credit Facility") which matures in February 2024. The
Credit Facility bears interest at varying levels based on (i) the London
Interbank Offered Rate ("LIBOR") applicable to the period of borrowing for a
particular draw of funds from the facility (e.g., one month to maturity, three
months to maturity, etc.) and (ii) the rating levels issued for our unsecured
notes. The current stated pricing for drawn borrowings is LIBOR plus 0.775% per
annum (0.87% at July 30, 2021), assuming a one month borrowing rate. The annual
facility fee for the Credit Facility remained at 0.125%, resulting in a fee of
$2,188,000 annually based on the $1,750,000,000 facility size and based on our
current credit rating.

We had no borrowings outstanding under the Credit Facility and had $1,885,000
outstanding in letters of credit that reduced our borrowing capacity as of
July 30, 2021. In addition, we had $37,282,000 outstanding in additional letters
of credit unrelated to the Credit Facility as of July 30, 2021.

Financial Covenants

We are subject to financial covenants contained in the Credit Facility, Term Loans and the indentures under which our unsecured notes were issued. The principal financial covenants include the following:



•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.

We were in compliance with these covenants at June 30, 2021.



In addition, some of our secured borrowings include yield maintenance,
defeasance, or prepayment penalty provisions, which would result in us incurring
an additional charge in the event of a full or partial prepayment of outstanding
principal before the scheduled maturity. These provisions in our secured
borrowings are generally consistent with other similar types of debt instruments
issued during the same time period in which our borrowings were secured.

Continuous Equity Offering Program



In May 2019, we commenced our fifth continuous equity program ("CEP V") under
which we may sell (and/or enter into forward sale agreements for the sale of) up
to $1,000,000,000 of our common stock from time to time. Actual sales will
depend on a variety of factors to be determined, including market conditions,
the trading price of our common stock and determinations of the appropriate
sources of funding. In conjunction with CEP V, we engaged sales agents who will
receive compensation of up to 1.5% of the gross sales price for shares sold. We
expect that, if entered into, we will physically settle each forward sale
agreement on one or more dates prior to the maturity date of that particular
forward sale agreement, in which case we will expect to receive aggregate net
cash proceeds at settlement equal to the number of shares underlying the
particular forward agreement multiplied by the relevant forward sale price.
However, we may also elect to cash settle or net share settle a forward sale
agreement. In connection with each forward sale agreement, we will pay the
relevant forward seller, in the form of a reduced initial forward sale price, a
commission of up to 1.5% of the sales prices of all borrowed shares of common
stock sold. During the six months ended June 30, 2021 and through July 30, 2021,
we had no sales under the program. As of July 30, 2021, there are no outstanding
forward sale agreements and we had $752,878,000 remaining authorized for
issuance under this program.

Forward Interest Rate Swap Agreements



During the six months ended June 30, 2021, we terminated $150,000,000 of forward
interest rate swap agreements for which we ceased hedge accounting in 2020 (the
"Swaps"), receiving a payment of $6,962,000. We recognized $2,894,000 of these
proceeds as a gain in 2020, and $2,654,000 of these proceeds as a gain during
the six months ended June 30, 2021 included in interest expense, net on the
accompanying Condensed Consolidated Statements of Comprehensive Income included
elsewhere in this report.

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During the three and six months ended June 30, 2021, we entered into
$150,000,000 of new forward interest rate swap agreements executed to reduce the
impact of variability in interest rates on a portion of our expected debt
issuance activity in 2021.

In July 2021, we entered into $200,000,000 of new forward interest rate swap
agreements executed to reduce the impact of variability in interest rates on a
portion of our expected debt issuance activity in 2021 and 2022.

Stock Repurchase Program



In July 2020, our Board of Directors voted to terminate our prior $500,000,000
Stock Repurchase Program (the "Amended 2005 Stock Repurchase Program") and
approved a new stock repurchase program under which we may acquire shares of our
common stock in open market or negotiated transactions up to an aggregate
purchase price of $500,000,000 (the "2020 Stock Repurchase Program"). Purchases
of common stock under the 2020 Stock Repurchase Program may be exercised from
time to time in our discretion and in such amounts as market conditions warrant.
The timing and actual number of shares repurchased will depend on a variety of
factors including price, corporate and regulatory requirements, market
conditions and other corporate liquidity requirements and priorities. The 2020
Stock Repurchase Program does not have an expiration date and may be suspended
or terminated at any time without prior notice. During the six months ended
June 30, 2021 and through July 30, 2021, we had no repurchases of shares under
this program. As of July 30, 2021, we had $316,148,000 remaining authorized for
purchase under this program.

Future Financing and Capital Needs - Debt Maturities



One of our principal long-term liquidity needs is the repayment of long-term
debt at maturity. For both our unsecured and secured notes, a portion of the
principal of these notes may be repaid prior to maturity. Early retirement of
our unsecured or secured notes could result in gains or losses on
extinguishment. If we do not have funds on hand sufficient to repay our
indebtedness as it becomes due, it will be necessary for us to refinance or
otherwise provide liquidity to satisfy the debt at maturity. This refinancing
may be accomplished by uncollateralized private or public debt offerings, equity
issuances, additional debt financing that is secured by mortgages on individual
communities or groups of communities or borrowings under our Credit Facility.
Although we believe we will have the capacity to meet our currently anticipated
liquidity needs, we cannot assure you that capital from additional debt
financing or debt or equity offerings will be available or, if available, that
they will be on terms we consider satisfactory, especially in light of the
uncertain impacts of the COVID-19 pandemic on capital markets.

During the six months ended June 30, 2021, we repaid $27,795,000 principal amount of 5.37% fixed rate debt secured by Avalon San Bruno II at par in advance of the April 2021 maturity date.



The following table details our consolidated debt maturities for the next five
years, excluding our Credit Facility and amounts outstanding related to
communities classified as held for sale, for debt outstanding at June 30, 2021
and December 31, 2020 (dollars in thousands). We are not directly or indirectly
(as borrower or guarantor) obligated in any material respect to pay principal or
interest on the indebtedness of any unconsolidated entities in which we have an
equity or other interest.
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                                           All-In             Principal                Balance Outstanding (2)                                                         Scheduled Maturities
                                          interest            maturity
Community                                 rate (1)              date               12/31/2020            6/30/2021             2021              2022               2023               2024               2025             Thereafter
Tax-exempt bonds
Fixed rate
Avalon at Chestnut Hill                       6.16  %       Oct-2047             $     36,399          $    36,089          $   319          $     663          $     699          $     737          $     778          $    32,893
Avalon Westbury                               3.86  %       Nov-2036      (3)          62,200               62,200                -                  -                  -                  -                  -               62,200
                                                                                       98,599               98,289              319                663                699                737                778               95,093
Variable rate
Avalon Acton                                  1.07  %       Jul-2040      (4)          45,000               45,000                -                  -                  -                  -                  -               45,000
Avalon Clinton North                          1.72  %       Nov-2038      (4)         147,000              147,000                -                  -                  -                  -                  -              147,000
Avalon Clinton South                          1.72  %       Nov-2038      (4)         121,500              121,500                -                  -                  -                  -                  -              121,500
Avalon Midtown West                           1.65  %       May-2029      (4)          93,500               88,300                -              5,600              6,100              6,800              7,300               62,500
Avalon San Bruno I                            1.61  %       Dec-2037      (4)          63,850               63,250            1,300              2,000              2,200              2,300              2,400               53,050
                                                                                      470,850              465,050            1,300              7,600              8,300              9,100              9,700              429,050
Conventional loans
Fixed rate
$450 million unsecured notes                  4.30  %       Sep-2022                  450,000              450,000                -            450,000                  -                  -                  -                    -
$250 million unsecured notes                  3.00  %       Mar-2023                  250,000              250,000                -                  -            250,000                  -                  -                    -
$350 million unsecured notes                  4.30  %       Dec-2023                  350,000              350,000                -                  -            350,000                  -                  -                    -
$300 million unsecured notes                  3.66  %       Nov-2024                  300,000              300,000                -                  -                  -            300,000                  -                    -
$525 million unsecured notes                  3.55  %       Jun-2025                  525,000              525,000                -                  -                  -                  -            525,000                    -
$300 million unsecured notes                  3.62  %       Nov-2025                  300,000              300,000                -                  -                  -                  -            300,000                    -
$475 million unsecured notes                  3.35  %       May-2026                  475,000              475,000                -                  -                  -                  -                  -              475,000
$300 million unsecured notes                  3.01  %       Oct-2026                  300,000              300,000                -                  -                  -                  -                  -              300,000
$350 million unsecured notes                  3.95  %       Oct-2046                  350,000              350,000                -                  -                  -                  -                  -              350,000
$400 million unsecured notes                  3.50  %       May-2027                  400,000              400,000                -                  -                  -                  -                  -              400,000
$300 million unsecured notes                  4.09  %       Jul-2047                  300,000              300,000                -                  -                  -                  -                  -              300,000
$450 million unsecured notes                  3.32  %       Jan-2028                  450,000              450,000                -                  -                  -                  -                  -              450,000
$300 million unsecured notes                  3.97  %       Apr-2048                  300,000              300,000                -                  -                  -                  -                  -              300,000
$450 million unsecured notes                  3.66  %       Jun-2029                  450,000              450,000                -                  -                  -                  -                  -              450,000
$700 million unsecured notes                  2.69  %       Mar-2030                  700,000              700,000                -                  -                  -                  -                  -              700,000
$600 million unsecured notes                  2.65  %       Jan-2031                  600,000              600,000                -                  -                  -                  -                  -              600,000
Avalon Walnut Creek                           4.00  %       Jul-2066                    4,001                4,001                -                  -                  -                  -                  -                4,001
eaves Los Feliz                               3.68  %       Jun-2027                   41,400               41,400                -                  -                  -                  -                  -               41,400
eaves Woodland Hills                          3.67  %       Jun-2027                  111,500              111,500                -                  -                  -                  -                  -              111,500
Avalon Russett                                3.77  %       Jun-2027                   32,200               32,200                -                  -                  -                  -                  -               32,200
Avalon San Bruno II                           3.85  %       Apr-2021      (5)          27,844                    -                -                  -                  -                  -                  -                    -
Avalon Westbury                               4.88  %       Nov-2036      (3)          12,170               11,390              795              1,655              1,740              1,840              1,930                3,430
Avalon San Bruno III                          2.38  %       Mar-2027                   51,000               51,000                -                  -                  -                  -                  -               51,000
Avalon Cerritos                               3.35  %       Aug-2029                   30,250               30,250                -                  -                  -                  -                  -               30,250
                                                                                    6,810,365            6,781,741              795            451,655            601,740            301,840            826,930            4,598,781

Variable rate
Term Loan - $100 million                      1.18  %       Feb-2022                  100,000              100,000                -            100,000                  -                  -                  -                    -
Term Loan - $150 million                      1.11  %       Feb-2024                  150,000              150,000                -                  -                  -            150,000                  -                    -
                                                                                      250,000              250,000                -            100,000                  -            150,000                  -                    -

Total indebtedness - excluding
Credit Facility                                                                  $  7,629,814          $ 7,595,080          $ 2,414          $ 559,918          $ 610,739          $ 461,677          $ 837,408          $ 5,122,924


_________________________
(1)Rates are given as of June 30, 2021 and include 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 exclude
deferred financing costs and debt discount for the unsecured notes of $44,487
and $47,995 as of June 30, 2021 and December 31, 2020, respectively, and
deferred financing costs and debt discount associated with secured notes of
$16,960 and $17,482 as of June 30, 2021 and December 31, 2020, respectively, as
reflected on our Condensed Consolidated Balance Sheets included elsewhere in
this report.
(3)Maturity date reflects the contractual maturity of the underlying bond. There
is also an associated earlier credit enhancement maturity date.
(4)Financed by variable rate debt, but interest rate is capped through an
interest rate protection agreement.
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Table of Contents (5)During 2021, we repaid this borrowing at par in advance of its scheduled maturity date.

Future Financing and Capital Needs - Portfolio and Capital Markets Activity



In light of the COVID-19 pandemic, we continue to monitor the availability of
our various capital raising alternatives. In 2021, we expect to meet our
liquidity needs from one or more a variety of internal and external sources,
which may include (i) real estate dispositions, (ii) cash balances on hand as
well as cash generated from our operating activities, (iii) borrowing capacity
under our Credit Facility and (iv) secured and unsecured debt financings.
Additional sources of liquidity in 2021 may include the issuance of common and
preferred equity. Our ability to obtain additional financing will depend on a
variety of factors, such as market conditions, the general availability of
credit, the overall availability of credit to the real estate industry, our
credit ratings and credit capacity, as well as the perception of lenders
regarding our long or short-term financial prospects. In addition, the impacts
of the COVID-19 pandemic on capital markets, including the availability and
costs of debt and equity capital, remain uncertain and may have material adverse
effects on our access to capital on attractive terms.

Before beginning new construction or reconstruction activity in 2021, including
activity related to communities owned by unconsolidated joint ventures, we plan
to source sufficient capital to complete these undertakings, although we cannot
assure you that we will be able to obtain such financing. In the event that
financing cannot be obtained, we may have to abandon Development Rights,
write-off associated pre-development costs that were capitalized and/or forego
reconstruction activity. In such instances, we will not realize the increased
revenues and earnings that we expected from such Development Rights or
reconstruction activity and significant losses could be incurred.

From time to time we use joint ventures to hold or develop individual real
estate assets. We generally employ joint ventures primarily to mitigate asset
concentration or market risk and secondarily as a source of liquidity. We may
also use joint ventures related to mixed-use land development opportunities and
new markets where our partners bring development and operational expertise
and/or experience to the venture. Each joint venture or partnership agreement
has been individually negotiated, and our ability to operate and/or dispose of a
community in our sole discretion may be limited to varying degrees depending on
the terms of the joint venture or partnership agreement. We cannot assure you
that we will achieve our objectives through joint ventures.

In addition we may pursue opportunities to invest in real estate development through mezzanine loans or other investments structured as debt.



In evaluating our allocation of capital within our markets, we sell assets that
do not meet our long-term investment criteria or when capital and real estate
markets allow us to realize a portion of the value created over our ownership
periods and redeploy the proceeds from those sales to develop and redevelop
communities. Because the proceeds from the sale of communities may not be
immediately redeployed into revenue generating assets that we develop, redevelop
or acquire, the immediate effect of a sale of a community for a gain is to
increase net income, but reduce future total revenues, total expenses and NOI
until such time as the proceeds have been redeployed into revenue generating
assets. We believe that the temporary absence of future cash flows from
communities sold will not have a material impact on our ability to fund future
liquidity and capital resource needs.

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