John Christie – Senior Director, IR and Research Bryce Blair – Chairman and CEO Tim Naughton – President Tom Sargeant – CFO Leo Horey – EVP, Operations

Lou Taylor – Deutsche Bank David Tody – Citi Alex Goldfarb – UBS Jay Habermann – Goldman Sachs Rob Stevenson – Fox-Pitt Kelton Mike Lewis – JP Morgan Andy McCulloch – Green Street Advisors Michael Salinsky – RBC Capital Markets Karen Ford – KeyBanc Capital Markets Rich Anderson – BMO Capital Markets Steve Sakwa – Merrill Lynch Paul Morgan – Friedman Billings Ramsey Steve Radanovic – BB&T Michael Billerman – Citi Anthony Paolone – JP Morgan

Thank you, Laurie, and welcome to AvalonBay Communities second quarter 2008 earnings conference call. Before we begin, please note that forward-looking statements may be made during this discussion.

There are a variety of risks and uncertainties associated with forward-looking statements and actual results may differ materially. There is a discussion of these risks and uncertainties in yesterday afternoon’s press release as well as in the company’s Form 10-K and Form 10-Q filed with the SEC.

As usual the press release does include an attachment with definitions and reconciliations of non-GAAP financial measures and other terms which may be used in today’s discussion. The attachment is available on our website at www.avalonbay.com/earnings and we encourage you to refer to this information during your review of our operating results and financial performance.

And with that I’ll turn the call over to Bryce Blair, Chairman and CEO of AvalonBay Communities for his remarks.

Well, thank you John. With me on the call today are Tim Naughton, our President; Leo Horey, our EVP of Operations; and Tom Sargeant, our Chief Financial Officer.

On the call, Tom and I will have some initial prepared remarks and then all four of us will be available to answer any questions you may have. Last evening, we reported EPS of $1.61 and FFO per share of $1.26.

The EPS of $1.61 represents an increase of over 160% from the same period last year, driven largely from gains from our disposition activity during the quarter. The FFO per share of $1.26 represents a year over year increase of approximately 8% driven primarily from solid property performance.

Our same store portfolio performed better than expected with revenue growth of 37.5% [ph] decrease in operating expenses resulting in NOI growth for the quarter of 5.6%. Overall, the portfolio remained well positioned with solid occupancy averaging 96.5% for the quarter.

In terms of regional performance, Northern California and Seattle continue to show the strongest performance. Although similar to our overall portfolio, their rate of revenue gross as expected continue to moderate from prior quarters.

Now, I’d like to turn to a discussion regarding the economy and the capital markets and the impact of these factors on certain aspects of our business plan. Approximately one year has passed since the beginning of the credit crunch and revised forecast for the US economy points to a longer period of economic weakness.

Capital remains tight with many financial institutions continue to report losses due in part by large loan write offs. Compounding the effects of tighter credit is a consumer faced with declining household wealth from reduction in home and stock values, high food cost, $4 a gallon gasoline and concerns about job security.

As a result, consumer confidence remains weak hitting a 16-year low in June. Tight credit and a cautious consumer are reflected in business pessimism.

Businesses have shed almost 0.5 million jobs and the outlook for the second half of the year is for continued weakness. Well, overall, the economic and capital market outlook remains weak.

For the multi-family sector, the picture is a bit more positive. Tighter mortgage credit and a soft housing market have helped overall apartment demand.

We can see the benefits of the weak housing market in the performance of our own portfolio and I want to share a few data points with you. Turnover fort the first half of the year was 51%, down from 53% for the same period last year.

And at 51%, this is the lowest level of turnover in over eight years. Reasons for move out due to home purchases for the quarter fell to 20% and this is a reduction of about a third from a few years ago, and finally, the 3.7% growth in revenue for the quarter despite no job growth in our markets.

So, given our current assessment of the economy, the capital markets and investment fundamentals, I wanted to provide an update regarding key aspects of our ‘08 business plan, and I'll compare our current outlook at mid year to our original outlook given in February addressing four topics. First, portfolio performance, then investment activity, and then capital markets activity and finally FFO growth.

In February, we gave outlook for full year NOI growth ranging from 3% to 4.5%. With our results to date and updated estimates for the balance of the year, we expect NOI to be in the upper end of that original range.

The expected performance of the upper end of the range is driven by lower than expected expenses, as revenues will likely come in around the mid point of our original projection. Turning to investment activity, let me start with an update on dispositions and then I’ll discuss our development activity.

Our January outlook gave a range of $700 million to $1 billion of sales for the year. And through the end of July, we’ve closed on almost $400 million of sales.

Despite a very choppy sales environment, we’re very pleased with the volume and pricing that we’ve been able to achieve, which we think speaks to the quality of our assets and of our markets. We have an additional $300 million currently being marketed and for the year, expect our total disposition volume to be at the lower end of our original guidance.

Shifting to development, originally, we expected to start between $900 million and $1.1 billion of new developments, and our current estimate is for about $700 million of starts. Given the weakening economic environment and volatile capital markets, we felt it prudent to reduce our planned 2008 starts, electing to push some out to 2009.

In terms of the capital markets activity, we original expected to raise between $700 million and $1 billion of debt either secured or unsecured, and through the second quarter, we’ve already raised over $815 million in new debt, which Tom will comment on further in his remarks. In terms of FFO, our original guidance was for a range of 490 to 520, with the mid point of 505 million.

In last evening’s release, we revised guidance narrowing the range and raising the mid point by $0.03 to $5.08 per share. So, in summary, despite a weakening economy and a very volatile capital markets environment, we had a strong quarter and remain on track with the key components of our 2008 business plan.

Our portfolio is performing well and we expect NOI growth to come in at the upper end of our original outlook. Disposition activity is on track with projected volume and pricing within our original expectations.

Development starts have been reduce for ’08 in response to the weaker economic environment and continued capital markets volatility. Our balance sheet and liquidity are in good shape having already raised over $850 million of cost effective debt.

And we’ve been able raise the mid point of both EPS and FFO outlook, revising our FFO outlook by $0.03, which represents an approximate 10% growth rate over last year’s results. So with that, I’ll turn the call over to Tom to provide an update on capital markets activity and our outlook.

Thanks, Bryce. I’ll focus my comments this afternoon on liquidity, capital and investment activity and I’ll conclude with comments on the mid-year financial outlook provided last evening.

There are a number of drivers behind our liquidity and these include new financings, debt repayments, asset sales and development activity, and I’ll speak to each of these key drivers. Bryce noted the challenges from the stress in the capital markets and we responded by tapping a variety of capital sources that totaled $1.2 billion year to date through July.

This capital includes $525 million of secured debt through Fannie Mae and Freddie Mac, with an average rate of 5.2% and an average term of six years. We also closed one unsecured term loan with our exiting bank group members as well as some new lenders that settled $330 million.

This matures over three years and is priced at LIBOR plus 125 basis points. Proceeds were used to reduce our credit facility balance as well as to redeem debt.

Year to date through the end of July, we repaid $206 million of unsecured senior notes and $28 million of secured debt that combined had an effective interest rate of 7.5%. A portion of this debt approximately $40 million was repaid early, so it’s note-worthy that even in a challenged capital market, we’re able to be opportunistic, repaying and prepaying 7.5% debt with new debt at 5.2% for 230 basis point savings.

We did incur some charges to earnings related to these repayments and that totaled about $800,000 for the quarter. About $568, 000 of that was non-cash and the balance of that was a cash charge.

Asset sales provide another source of liquidity and provide an opportunity to harvest value created from our development and investment activity. Through the end of July, we sold seven assets with gross proceeds of $380 million.

These assets do include one fund asset that was sold for $81 million, and as Bryce noted, another $300 million under contractor and end marketing. Transaction market reflects current overall capital market stress, but our financial flexibility does allow us to sell assets and achieve strong pricing and substitute or even withdraw assets that are not receiving a strong response from the market.

And to that end, we recently pulled two assets and retained deposit forfeited by a prospective buyer. Through all these, our balance sheet remained strong and it provides important financial flexibility in response to the uncertainty that still exists in the capital markets.

And just to summarize, we have no balance outstanding on our $1 billion credit facility at the end of the quarter. We have cash in the balance sheet of $114 million.

Our interest coverage remained strong. Our encumbered NOI stands at about 78% and our debt to market cap is only 33%.

So, recapping, liquidity and capital markets activity and asset sales combined with new debt provided $1.2 billion of new capital through July allowing us to redeem relatively high interest rate debt and to reduce our credit facility balance while retaining over $100 million of cash on the balance sheet. Moving on to investment activity, development is our single largest use of capital and we’ve responded to a weaker economic and capital market environment by reducing planned development activity.

This was accomplished through a combination of disciplined actions, which I’ll summarize for you. First, we’ve reduced our new construction starts for 2008, as Bryce mentioned, by about 30%.

We now expect to start $700 million, which is down from the $900 million to $1.1 billion range we provided in our February outlook. Through June, we've only started $100 million of new development.

We’ve also slowed the addition of development rights to our pipeline of future business and dropped several development rights. This was effective through increased return requirements as well as adjusting the risks we’re willing to take to undertake a new development.

The four development rights that we did drop during the quarter resulted in higher gain [ph] of pursuit cost which totaled about $1.8 million for the quarter, which did impact our earnings growth for the quarter. These actions are reflected in our development schedules at attachment seven where you’ll note that total development underway and planned declined over $600 million from the first quarter.

As we’ve reduced our planned development activity in this capital-constrained environment, it does improve our financial flexibility and along with continued earnings growth, supports dividend increases. And you recall, our Board approved an increase in the dividend in April of 5%.

For the second quarter, our FFO payout ratio was 71% which is the lowest in the sector and one of the lowest in the industry. So, increasing our dividend while retaining capital for business needs is another important indicator of our overall financial flexibility and financial strength.

Turning to our mid year outlook, the updated financial outlook we provided last evening was adjusted for the year by narrowing our range of expected FFO and EPS and increasing the midpoint of the FFO range by $0.03 per share. We expect earnings per share, not FFO, but earnings per share will total $8 per share for the year and this is driven by the gains on our disposition activity.

Year to date, we’ve outperformed the original outlook by about $0.01 and expect the second half of the year will be lifted by better than expected results from our portfolio. We expect revenue growth will continue to moderate for the reminder of the year and be in line with our February outlook.

Operating expenses will come in better than our original outlook and overall, we will see NOI growth of 4% to 4.5 %, which is at the top end of the 3% to 4.5% range we provided in February. These modestly positive expectations are tempered by rising debt expense, which is consistent with a weakening economic climate as well as signs of increased exposure to occupancy levels.

So, to recap, we have been actively improving liquidity, reducing our development activity and lowering our financing costs despite the strong headwinds presented by the capital and transaction markets. With $1.2 billion sourced to date, $1 billion credit facility is fully available at the end of the quarter, and cash on the balance sheet and adjusted levels of development activity that reflect current economic and capital markets uncertainty, we’re well positioned to execute our business plan for the remainder of 2008 and into 2009.

Bryce, those are my comments.

Well, thank you, Tom, and operator we’ll be glad to take any questions you may have.

Thanks. Good morning, guys.

Two questions, one maybe Bryce or maybe if Tim is online, can you just talk about the cap rates on the sale so far 49 in the Q2 and then the 56 in July? I mean what is – it that indicative of a trend and maybe talk about your expectations for cap rate in the second half of the year?

Louis, Tim Naughton. I think I’ll address that.

Just starting backwards, is it indicative of a trend, not on that order of 70 basis points, it's really more of mix of the assets. I think last quarter, I’d talked about that we thought cap rate were backed up at around 50 basis points on average across our markets and portfolio.

And this past quarter, I would say that it probably backed up another 10 basis points to 25 basis points, surely not on the order of 70 basis points. It’s really more of a function of the mix.

A lot of the assets in the first half of the year were really focused on the West Coast market of San Jose and Seattle, which obviously have been the stronger transaction markets and here in the third quarter was mostly an asset in New Haven County. And I think as I’ve mentioned in the past, the northeast suburban assets has really been the highest cap rate markets.

Okay. And then second question is maybe for Bryce or whoever wants it, in terms of the reduced development starts, can you maybe show a little bit color what drove it, is it just the higher cost, the rents weren’t there, you didn’t think the job growth or demand was there, but maybe just a little bit of the rationale for dropping the various projects.

Well, I think there are two things, one, in terms of reduction since starts in 2008 that was not dropping of deals, Lou, just to be clear. That was the referral of deals that will start in 2009.

What Tom spoke about in his comments was in terms development rights, those communities that are in planning that we did drop three, was it Tim, four this past quarter, which were deals that just in the ordinary course of the development process, deals that didn’t make either from an approval point view or just because the yield wasn’t there. So, I just wanted to distinguish between $700 million which is a delay pushing things out.

And what caused us to make that determination, I think really Tim addressed that a bit on last quarter’s call, which was, in a weak economic environment, one, where we’re bit concerned about liquidity and we wanted to make sure that dispositions were happening, but also two, in an environment where on the wood-frame construction, we have been seeing some construction cost declines. There’s really little incentive to pull the trigger early if you think you may actually have a better buyout a little bit later in the year.

So, that was really the assessments. And then I’d say finally, if you look at in terms of the assessment for what the market conditions may be like in 2009, which are likely are going to continue to be weak versus into 2010 and 2011, which early forecast by many I think including our assessment will be stronger conditions, it would suggest pushing things out a bit as well.

Great. Thank you.

If there’s a question, we’re not hearing it.

Can you guys hear me?

Now we can, Michael.

Actually this is David Tody. I'm here with Michael.

Just a quick question about the climate of buyers for assets currently. If you could just talk a little bit about the types of buyers, the kind of financing they’re looking at, their appetite for which types of assets, that would be helpful.

Sure, Michael, Tim Naughton here. Last quarter I think we talked about really the investment funds that were prevailing in terms of transactions.

Oftentimes the REITs and other institution buyers were falling short from evaluation perspective. More recently, we’re seeing a few more local buyers.

In fact, the asset that was sold in Connecticut was to a local player there sometimes with 1031 money, sometimes just looking to expand their presence in the market. But in terms of the types of assets and locations, again it’s still the stronger markets, stronger locations, where it seems to be – where the investor demand is, where previously we’d seen more demand in the area, value add.

I think there are still interest in value add and I’m not sure that it’s getting priced into the deal as much it had been in the past. So, that’s a little of bit of summary of what we’re seeing in transaction market.

And can you comment a little bit on, I think Tom talked about two deals falling out and how you sort of switched in assets that you weren’t on planning on selling and I guess some that you thought you were going to sell, you are not selling anymore. And so what in your opinion is sort of driving those changes on the buyer front and then maybe talk a little bit about how the buyers are financing and whether at all you’ve considered providing any sort of financing?

Starting with the last question, we considered providing some financing we have. It hasn’t made a difference honestly in terms of whether either in terms of evaluation or whether transaction is forward or not.

With respect to the deals that we have pulled, we really just try to listen to the market to some extent and we knew that going in at the beginning of this year to some extent. We had to let market tell us where the demand was, and typically we wanted to see five to ten good credible offers in the transaction process, and so to the extent where we are seeing a trickle of offers, two or three, we’re just not confident that we’re getting full evaluation for the asset.

So that is oftentimes when we are pulling the asset, and then there’s just been times when the buyer hasn’t been willing to go forward and at least at the price that they contracted with and their demands have been sent underneath and we’ll just decide to pull the asset and substitute it with when we feel like the investor demand was more or so was deeper.

Great, thanks. This is actually David again, and forgive me if I missed this, but can you provide a little bit of granularity on the expense savings that you’re estimating for the second half of the year?

David, we didn’t provide any detail on the expected savings for the second half of the year. Just to give you some perspective, in the most recent quarter, the pressure was coming from utilities that as Tom mentioned and property taxes as you would expect.

That was offset by good work in the insurance front, our maintenance related categories, and in marketing. And I’d expect that the areas that we’ve seen pressure through the first half are likely to be the areas that we are going to see pressure in the back half.

Where we’ve been making gains are areas that we’ve been focusing on for multiple years and these things are just helping us as the economy gets more difficult.

Okay, great. Thank you very much.

Good afternoon. Just want to go to the trends in New York and actually just sort of in general.

Are you seeing any of your tenants when they come up for renewal deciding to leave your properties to trade down to a cheaper apartment?

Alex, this is Leo. We really haven’t seen any of that as Bryce said in his opening comments.

Their turnover is actually down year over year and the reality is for the quarter, turnover was 59%, down 3%. We watched it pretty carefully to see if there’s any specific movement, if people are moving out for instance, for financial reasons.

As we talked about in previous calls, we’ve historically run that people move out for financial reasons in 8% to 10% range. In this quarter, it was again at the high level just like last quarter at around 10%, but there’s been no mass movement that we’ve identified that’s occurring there.

You mentioned New York, is there something specific that you’d like me to comment on in there?

It may not be the most curious places to be these days, just sort of curious if you’re seeing any impact from renters, especially this time of year would be when sort of the incoming classes fitted to Wall Street and law firms, et cetera, sign new leases. Just want to see if you are noticing any different trends this year than previous years?

With respect to New York, I mean the comments were on the city and surrounding boroughs. What I would tell you is that our portfolio in Manhattan and the surrounding boroughs remains highly occupied and by that I mean greater than 98% occupied, so that’s been a positive.

We haven’t seen a tremendous number of move outs related to job loss or to the financial services sector, so that’s been a positive. But being frank, what we have seen more generally from other owners is more use of concessions recently and I guess the second thing that causes me to watch carefully is where historically owners or recently owners had pushed the renter to pay for broker fees.

We are seeing some cases where owners are starting to pay that broker fee, so there’s nothing specifically in our portfolio in Manhattan or the surrounding boroughs that gives us significant concern. However, many of the renters who maybe have been – have lost jobs maybe still living on a severance package while they look for another job.

So we haven’t had significant move outs, but we are respectful with the concerns in the financial sector and what might be coming in the back half of the year and we’re just watching carefully for what materializes. What I can tell you is, at 98% occupied, we are well positioned to respond and to weather what happens during the second half the year.

Okay, and then as far as bad debt and delinquencies, I didn’t hear – maybe I missed it, what are the statistics for those two items?

This is Leo again, Alex. For the quarter, we ran at about 0.7% of the revenues.

That’s up from a year earlier where it was about 0.5%, something that we’re watching. But it peaked a few years ago I think in 2003 at about 1.1%, so that’s the rise that Tom alluded to in his prepared remarks.

Okay. And delinquencies?

We just focus on bad debt.

Okay. And then final question is for Tom.

Just looking at where your interest coverage is this year versus last year has come down and then also the unencumbered NOI has also declined, just want to get a sense of your thoughts, are there certain thresholds that you look at where you probably would wanted to do more unsecured debt or have potentially raised equity or do more asset sales to keep those items in check?

Alex, both correct observations. I‘d say that these numbers are coming down but they are coming down from very high levels to start from.

They were at peak levels a year ago, they are well within in manageable ranges especially considering our ratings and the other covenants that we abide by both on unsecured debt and our facility. So we have plenty of room on these ratios.

I think the fact that they've dropped is true, but they were also at historically strong levels a year ago.

Thank you.

A couple of questions for you, but first of all, on the decision to reduce development and obviously you have continued asset sales, I’m just curious about use of proceeds. I mean, do you still anticipate buying back debt at 7.5%?

Do you look at buying back your shares obviously with an implied cap rate of about 6%?

This is Bryce. In terms of – I think I addressed earlier the thought process in terms of cutting back development.

It wasn’t simply a liquidity or capital preservation action. It was a variety of different factors that were a business judgment in terms of the timing of the start of them.

And so again just to clarify, I mean, we are not dropping planned starts. It was a delay in terms of the capital.

I mean we have always maintained a very strong balance sheet to be utilized for variety of opportunities. We’ve been a buyer of our stock in the past.

As you’ll know, we did not repurchase any stock during the second quarter, but in the fourth quarter of the second half of last year and early this year, we had purchased a total of $300 million. So, we are continually evaluating a stock repurchase.

You are right. It is an implicit cap rate of about 6%.

Obviously the stock's had a good run in the last couple of weeks and we hope that continues. But should the stock come under pressure and we view it as an attractive use of capital, we certainly have the liquidity to do that.

Okay. And just switching gears, focusing on the West Coast a bit, it looks like having pushed rates a bit, your occupancy did decline.

Are you starting to loose some pricing power in those markets particularly in Northern California and Pacific Northwest?

Jay, this is Leo. Both Northern California and the Pacific Northwest in general remain healthy for us.

Is the Pacific Northwest as strong as it has been? We’re still getting good job growth there, but we are seeing some supply come in and that supply coupled with the job growth, we’re getting the supply absorbed but that’s getting the market more into balance, so the rate of increase that we get is tempering.

Similarly, Northern California is really three markets; it’s San Jose, it’s San Francisco, and it’s the East Bay or Oakland area. San Jose and San Francisco are still doing very well.

San Jose is seeing some supply. The supply is pretty modest still in San Francisco.

If it is an area that I’m keeping my eyes on more closely, it would be the East Bay. If you look at the more recent statistics, there have been job looses in the East Bay and the supply is coming up.

And in truth from when I lived there, the East Bay is also the more affordable of the market. So, are they tampering or moderating as we said they would in the beginning part of the year, absolutely, but those more markets in general still remain very healthy.

And could you also provide some more detail on Manhattan or New York in general? I mean what are you seeing sort of Manhattan versus Long Island, Connecticut and New Jersey?

Okay. I’ll try to run through each of the markets and I’ll start just with our New York results.

In general, the New York same store results you received are not Manhattan results because the properties in Manhattan are not in the same store sale pool. So when you look at the New York results, it’s really largely Rockland and Westchester County and then one asset that’s in Long Island City.

Those results that you see were somewhat dampened by the fact that two of the assets and they are large assets in the same store sale pool are first phases of deals where we’ve had a second phase leasing up. That created some pressure on those assets, but in general, the New York, the Rockland and Westchester areas are doing okay.

In Connecticut, there are two markets that we focused on which is basically Northern Fairfield and Southern Fairfield or Stanford area. In the Stanford market, we had some pressure from furnished apartment homes that have moved out.

We’ve absorbed those, but that put some downward pressure on rate as we had to fill those up. There was one employer, Nestle, I believe that reduced force and we’re keeping a close eye on the Royal Bank of Scotland.

There’s also been some information there. In New Jersey area, it’s Central New Jersey and Northern New Jersey.

Both of the fundamentals for those markets when you look at them are not as strong, but really Northern New Jersey trades off of New York City. We’re watching that carefully.

Central New Jersey also – the fundamentals aren’t as strong and that’s slightly more price-sensitive market.

Okay. Thank you.

Hey, good afternoon guys. In terms of the cut in the development start expectations, was it fairly evenly spread across the markets or were there certain markets where you have just not decided not to start anything else right now because of what you are seeing on the ground.

Rob, this is Tim. In terms of the deals that we’re deferring, they tend to be in markets where the fundamentals aren’t quite as strong.

In fact, if you look at what we’re anticipating starting in Q3. We have a deal in Northern California, deal in Seattle, and a deal in Boston, all of which are exhibiting probably the strongest fundamentals among our portfolio both on a year over year and a sequential basis.

So (inaudible) the markets where fundamentals have been strong and also where don’t anticipate as much relief on the construction cost over the next call it six to nine months. And so in markets that are experiencing some distress like in Southern California right now, where we think the buy opportunities from a construction buyout standpoint may be more compelling in the next 6, 9, 12 months, those are the kind of deals that we are more likely to defer.

Okay. And then what about redeveloping this type of environment, I mean does it make sense to start any new on balance sheet redevelopments from a return standpoint in some of the softer markets?

I’m not sure about the softer markets but I think it make sense to be reinvesting in assets and we did start three new redevelopments on balance sheet this past quarter and we anticipate starting at least a couple more next quarter as well. So, it’s an area that we’ve been talking a lot about over the last couple of years just in terms of ramping up.

As the portfolio ages particularly in the West Coast and we continue to develop that expertise internally, so that is an area we’ll continue to focus on here over the next couple of quarters.

Okay. And then last question, you'd mentioned that you started seeing some relief on some of the wood frame construction.

Of the 3.6 billion or so of development rights you guys have, what’s the current thinking in terms of mix on that, rough estimate in terms of wood frame versus steel?

I wish I had that in my fingertips, Rob. The average cost of that – just going through it right now, if you can just give me a second.

The average cost is about $300,000 a unit. I would tell you that it’s probably on average more infill than the stabilized buckets.

So, if I had to guess, it was either in terms of steel versus wood frame. It’s probably 30/70, something like that, one-thirds, two-thirds.

But in terms of high density, it’s probably at least two-thirds high density, we’re talking (inaudible) product, wood frame, densities of 70, 80 an acre or more.

Okay. Thanks, guys.

Hi, this is Mike Lewis on Tony’s line. First of, it sounded like, if I recall correctly, concessions were up just a little bit in the first quarter.

And I was wondering how concessions were trending as you move into the peak leasing season and if that’s just confined to softer markets or the development leases?

This is Leo. Concessions for move in were up a little bit, not much still remaining about one week on the stabilized portfolio.

Where were the concessions up, they were up in Orange County. We also saw an increase in Oakland as well but you have to remember with concessions on the stabilized portfolio, it’s frequently used as a marketing tool and in certain cases, that’s what we’ve been doing.

But there hasn’t been a significant movement. It was up – I think it was in the high 400s last quarter and now, it’s in the low 500s this quarter on a per move-in basis.

Okay. Shifting to development a little bit, any comments on the private value of land right now and how do you think the market value of the land would compare to the book for the future developments?

Mike, you’re talking about our land, the land that we have on our balance sheet?

Right. Just trying to get a sense of some values.

Yes, I think the stuff that we own, it’s just over 50,000 unit. That would be the book on it and at this point, I would tell you I think we feel pretty good about that value relative to the current market value.

The development in my portfolio has an average projected yield that’s in the low to mid 6s which is still around market today. So we don’t feel like there’s a lot of exposure with respect to the land that’s on the balance sheet today.

Okay. And then, lastly, do you foresee having to seize capitalizing any overhead or interest costs if the development pipeline were to shrink a little bit in the next few quarters?

This is Tom. If we were to –

Scale back development.

If we were to stop a development activity altogether, we would stop capitalizing interest and that would include stop capitalizing overhead as well. We continue to process developments for construction and therefore, we’d continue to capitalize interest.

Just because they’re deferred doesn’t mean that we’re not still working on them. As long as we’re actively working on them, we would continue to capitalize interest, property taxes, insurance and overhead.

All right. Thanks, guys.

Hey, good morning. Just to expand on Alex’s question about your 70% of unencumbered NOI.

Can you give us a magnitude of just how much more secured debt you can add or you can layer on before rubbing against your unsecured covenants?

78%, I’m a little protective of that number, so I apologize. It’s 78%.

We have two different covenants related to this both secured debt related to the credit facility as well as the unsecured debt, the term debt. I don’t have the exact number in front of me and so I don’t want to guess at a number, I can get back to you but we have a lot of room.

I think the answer is in terms of will we use all that room, I don’t think we would. I think we’re an unsecured borrower.

Actually, I know we are an unsecured borrower and that’s where we’ve conducted business now for 15 years. We like the flexibility that we get from it.

The unsecured markets today are challenging. The secured markets are better but spreads have increased since the first quarter when we talked about this.

So, we still believe in the unsecured markets right now. A ten-year deal on the unsecured side would probably cost 125 basis points more than an unsecured deal.

Five years, it’s more like 80 basis points. Those are still pretty high spreads between the two types of product which would lead us if we needed to do more financing, especially if it were longer term, probably to move towards more secured financing just because that differential is what it is.

Okay. Thanks, Tom.

Moving on to your assets sales, you have a blended 4.9% market cap rate. Can you break that down between the different markets?

Yes, sure. This is Tim again.

Generally, West Coast lower cap rates, high fours to low fives; Bay Area, still in the high fours; Seattle, Southern California, plus or minus 5%, right around there. In terms of the East Coast, generally more than mid 5% range.

D.C. would be at the low end of the range, probably would be more in the low 5%; whereas New England, more than mid 5% range.

Just one housekeeping item, the $102 million you have left that is held for sale? Does that relate entirely to the two properties you sold in July?

No, we have other assets under contract other than those two that are for sale. So, we'd have more – the answer is, no, there are more assets in that held for sale.

Okay, great, thank you.

Good morning, guys. Looking at traffic patterns during the quarter, can you talk specifically as it relates to patterns in May and June, and also what you’ve seen in July?

One of your competitors had noticed and noted that they expected significant moderation here in the second half and I just kind of wanted to you guys were seeing?

This is Leo, Mike. Traffic on a year-over-year basis in the second quarter was flat.

So, same as the previous year as you might expect. Southern California traffic was down.

In the Midwest, we saw it up. In other markets, it was down in some in the Pacific Northwest as well and then the other markets it was roughly the same as the previous year but overall, it’s been flat.

That held true for the entire quarter?

Yes.

Okay. And then through July so far?

July, I haven’t seen it versus the previous year. I've just been watching it, but I would expect that it’s about the same as the previous year.

There’s been no significant pattern that’s come to our attention that’s a deviation from the previous.

Okay. Secondly, with the $300 million of assets you are out in the market with right now, how is pricing looking at this point compared to the sales you've had thus far this year?

Mike, Tim Naughton here. Somewhat consistent but as I mentioned in my – to the first question on the call.

In the last quarter, we've probably seen a backup. The best we can tell, maybe 10 to 25 basis points from the first quarter, but we still anticipate sales kind of in the ranges I was talking about, 5% to 5.5%, average in the low fives for the balance of the disposition pool.

Okay, then finally, you mentioned you had raised your hurdle rates in first quarter on new developments. Were there any further adjustments during the second quarter?

We haven’t had to. We haven’t gotten any new business under contract that started anything, but now essentially the targets would be Cleveland.

Part of what we try to do with the target is to anticipate movements in the real estate and in the capital markets and so, they’re not something that change every few weeks. But today and I think I quoted last quarter that new development targets are in the high sixes to 7%; acquisitions, more in the mid 5%.

We’re starting to get closer to that in terms of what the market is throwing out and then redevelopment in the low sixes.

Finally, with the assets that you had some (inaudible) in the quarter, do you intend to backfill that and also any updates on prospects of funds at this point?

This is Tom. The concept of backfilling and a closed-in fund doesn’t really work.

That fund is closed, the investment period is closed. So there’s no backfilling under to structure of that fund.

In terms of what we do going forward now that we have completed the investment of this first fund, we continue to be in discussions with investors and we continue to pursue sources of capital to support our acquisition activity going forward. But right now, it’s really too early to give any details or plans.

We just ask you to stay tuned for further developments.

Okay, thanks guys.

Hey, it’s Karen Ford here. Just a quick question on capitalized overhead.

It looked like it went up sequentially from Q1 to Q2 despite the drop in volume of assets under construction. Can you just talk about why that number went up?

Sequentially, yes. A couple of things, one in the first quarter, we adjust bonus accruals and we actually reduced some of bonus accruals in the first quarter which made that number unusually low.

The second aspect it’s a very technical basic thing and that is you have people catch up on their payroll taxes early in the year and then you don’t pay those later in the year. So, that affects the relative range of capitalized overhead.

Okay and am I correct to assume from your comments earlier that the fact that you just delayed some of those starts from ’08, that you won’t need to be putting any of your capitalized overhead on to the income statement this year?

That’s correct. The deferring of starts doesn’t mean we’ve stop development activity.

We continue development activity but we have flexibility in terms of when we can start and how fast we process those entitlements.

Okay. Next question is can you tell us what markets the two assets that were pulled first from sale were located in?

Yes, I can. Tim Naughton here.

They actually both were in Seattle, in the Northern Suburbs of Seattle.

Okay. Finally, are you guys finished with doing secured financing with Fannie and Freddie for the year?

Karen, we don’t talk about capital market activity in the future. I gave you an indication of the relative spreads between secured and unsecured but in terms of talking about capital market activity, we don’t talk about that.

Fair enough. Thanks.

Sorry, I thought I’d got out of the queue, saving you guys a little time. I’m still here.

Tim, you mentioned the markets that you’re still proceeding with development, you called them your stronger markets. But I guess when I think of it, is that really where you want to be developing today?

I mean isn't that two years from now when you do deliver product, could the things be very different when you want to be more inclined to develop in core markets that maybe are a little bit weak today?

It’s a fair point, Rich. I think it really depends on the market.

In the case of Boston, I think that actually fits the description you just gave. I think we’ve been talking about Boston for the last few quarters that we were starting to see early signs of recovery even though it wasn’t showing up in the performance and I think this past quarter, you’re finally starting to see that with good decent sequential revenue growth of about 2% on the same-store basket and over 4% on a year-over-year basis.

So, I think that’s probably a good example of what you described. And then in the case of the deal play in the Bay Area, we do think that's a market that still has some legs.

So fundamentals are still, we think, are decent and likely will be prolonged relative to a lot of other markets and the underlying economics are fine right now. And then last, I think we talked about a deal in Seattle which we’re targeting an asset there in (inaudible) which is also strong market.

(inaudible) growth continues to be quite strong in Seattle particularly in that sub-market.

Okay, fair enough. Tom, about an hour and half ago, you talked about the higher returns that you were applying that gave way to taking some of development rights off the schedule.

Can you quantify what your higher return requirements are in development today?

That’s really a Tim question. I’m going to turn it over to Tim.

Okay.

Yes, Rich. I think we talked about it last quarter too.

For new development, new commitments, we’re looking at something more in the high sixes to approaching 7% as a target yield. And I think as we've talked about in the past, every deal has a unique target yield based upon the underlying inherent fundamentals both risk and market and asset quality aspects of the deal.

The deal that comes untitled which we have picked up a number of those deals in the last year, but obviously have a lower return threshold because it just has lower risk.

Okay. Last question for whomever, what do you think your equity cost of capital is today?

Rich, this is Tom. I think you could ask ten people that question and get ten different answers.

So –

What’s your answer?

What’s my answer? I think –

How does it change maybe or –

It’s certainly gone up and I think you can correlate that to a lot of different thing including what are the unlevered expected returns from core assets if you will go out and buy one today which has some relevance to our business. My guess is that numbers in the mid to high eights, if I had to guess – that will probably be my guess.

Okay. Good enough.

Thanks

Hi, two questions. To follow-up on Rich's about the higher development yields and your comments about kind of shooting for 6.75 to 7.00.

How much of the 42 projects on the development rights page, how many of those projects would sort of fit into that return bucket and do these need to then season a bit more, the rents to move higher to kind move these in to service?

I don’t know the percentage but the economics overall, I think I mentioned previously, we’re kind in the mid sixes for that development right bucket. The best that we can estimate today, given the current rent and the construction cost environment, deals that fall well short of that.

As you said you might need to season. On the other hand, construction costs are a big part of the equation as well and what we’re saying is just run away construction cost escalation over the last several years and we’re starting to see some moderation there.

So we anticipate some of the seizing of yield if you will is going to come not just from the market rent side but also from a construction cost side as well

Steve, this is Bryce. Just on something Tim said earlier and make sure it wasn’t misheard, we’re not saying that is a hurdle rate in all deals most cross.

That was the average. I was talking about looking at things as a portfolio.

And you mentioned earlier that every deal is priced individually and there are going to be some deals that are going to get past the gate, if you will, at lower yields because they carry lower risk or they have greater expectations for growth, and there is some that are going to require higher yields. So we’re talking about a basket of properties.

I understand. Maybe I missed it on the, I think four projects fell off the development right stage or were maybe abandoned and you talked about the cost, but did you – maybe I missed it, but did you talk about why they were, were those not making your returns, is the submarket is changing, I guess what were the characteristics?

It’s a combination of – Steve, it’s a combination of both economics as well as our perceived view of entitlement relative to the return opportunity. So, it’s really a function of both the risk from entitlements as well as our view of the economics for the deals.

Okay. And the maybe the last question maybe for Leo, just want to go back to the operating expenses.

I realize it bounces around quarter to quarter and second quarter was aberrationally low at minus 0.5%. The year-to-date numbers is low as well at 1.8%.

Your expectation of 2008 is what?

Steve, my expectation for 2008 is somewhat just below 2%. So, as Tom had said, just slightly below the low end of the range we gave it at the beginning of the year.

And I would say that if you looked back in our history for the past four years, we’ve been running basically between say 2% and 2%. So, this is a continuation of actions that we put in place and have been focusing on for sometime now.

And I guess what municipality is looking for higher taxes, we heard from one of your competitors earlier that the Seattle market was starting to maybe put through put through more aggressive tax increases. I realized in California, you’re a bit protected.

What about some of your other markets and some of the drivers like insurance which are going down year over year? Do those things become more difficult as your anniversary against them in ’09 and might we see that number kind of spike up a little bit?

I think in the property tax side, we expected significant pressure this year, we’re getting pressure as you mentioned in California, we’re somewhat insulated from it but yes, property taxes in area of significant concern what is really helping us in general is the focus that we put on per term in both nationally and regionally, that has helped us to keep things under control. For the past couple of years, we’ve put technology in place.

It gives us better visibility which has helped to keep expenses down and that gives us the confidence to say that we’re going to stay in that 2% area even for a fifth year straight this year. And then lastly, we’ve just changed the way we’ve operate.

I mean in certain respects, we’ve centralize certain administrative functions to allow us to work positively on the payroll side. With respect to the direction on the insurance, which was a question you asked, I’m going to let Tom to speak to that one specifically.

But overall, we’re not immune from the inflationary pressures that are ongoing in the sales and in the effect on property taxes. So Tom, if you want to comment.

Yes. Steve, the insurance markets continue to be soft which is good for us.

If we are to replace our insurance today, I’m certain that we would see lower premiums and even what we were able to affect last year, we reset pricing. So, there’s opportunity.

If you reset on today, that number would go down where it would be six to nine months from now, we look at this, not sure but the market continues to move in our favor which would perhaps need some of expense increase we'd see on other line items. While I've got the mike, I did want to go back to answer a question that someone raised about our total debt, and there’s a range of debt that we could take on before we trip covenants.

We could issue another $1.8 billion of secured debt before we trip any of our covenants. And then under another set of covenants, that number would be $2.6 billion.

I'd reemphasize, we’d never want to go there, but someone did ask a question and we want to be responsive.

Hi good afternoon. My only question left is just about gas prices and if you look at maybe – whether you’ve looked at traffic patterns and the reasons for move in and move out and you have seen anything you can discern about people’s preferences for outer suburban versus inner suburban or transit oriented projects and whether that might be having an impact on performance within submarkets and markets?

Paul, this is Leo. With respect to the gas prices, as you know, most of our properties are generally in-fill locations.

And for years now, we’ve been focused on transit oriented destinations, et cetera. The only specific evidence I can give you is, I’ve recently been to an assent in West Covina and they are clearly – in talking to the community manager there, when you’re in a tertiary location, and especially a price sensitive tertiary location, which is more what West Covina would be, people are considering it and are thinking about moving inward.

But as I said starting out, people are relocating closer to transit oriented or in-fill locations is likely to be a benefit to us because that’s where the majority of our portfolio is.

Okay, thanks.

Yes, hi. I’m sorry if I missed this, can you comment on what led to the pickup in G&A in the quarter?

This is Tom. Primarily, the pickup in G&A relates to a couple of things.

First, relates to additional accruals for FAS 123R which relates to our retirement programs as well as a non-cash true up on forward comp based on some of the stock based compensation programs we have for Board members. Those are two big reasons for the change.

So those are more or less one timers or is that a reasonable run rate?

There was one time item in there that was about $500,000. The other item in terms of the increase year over year related to 123R, that’s kind of a continuing – that will continue for the next couple of years as we continue to accrue retirement benefits for certain executive officers.

Okay. And lastly, can we infer from your EPS guidance that the timing of the dispositions would be more heavily weighted in the back half of the year towards the third quarter versus the fourth, or is that more a function of the actual embedded games?

Could you repeat the question?

Sure, I was just trying to figure out if you had any guidance on where you thought the dispositions in the back half of the year would be more heavily weighted towards the third quarter or the fourth quarter?

A little bit more on the third than the fourth, but as Tim said, the market is very volatile and I would just say our estimate was for the second half of the year.

Okay, thank you.

Just a follow up on the development, just taking your comments on the deferral of some projects both from the side of potential better construction costs, but also trying to deliver a better market into 2010/2011 versus ’09. As you sort of went through the act of [ph] 2.2 billion projects, a number of which deliver later this year and into 2009 and 2010, how did you think about the conditions upon which they will deliver and your rental levels and sort of re-looking at the forecast on those projects?

Michael, this is Bryce. As I think most of all know, underwriting in based on current rents, current expenses.

We trend forward. So, embedded in those yields for communities that are delivering into ’09 or ’10, they weren’t based upon expected rental rate growth.

We are still seeing rental rate growth, albeit at a moderating level. So, we’re still comfortable with the yield, the underwritten yields of those deals and of the overall portfolio.

So, if things were to get much worse into 2009, if we start decelerating in the back half and for whatever reason may be rent growth turns negative, the yields would just be lower at that point but 6.3 represents today.

Correct. I mean obviously rents can go up, rents can go down.

We underwrite based on current rents and then as we get into the actual lease up process, they are trued up to reflect our actual experience.

Okay. And then just on the tax implications of the significant dispositions, does that trigger at all any potential special dividend or do you have acquisitions potentially lined up to take care of that?

This is Tom. If we were to continue to sell assets as we expect, it could trigger the need for a special dividend, it is certainly speculative at this time.

So, we wouldn’t want to comment further on that but we hope to continue the process in these developments, get great gains and if it result is in having to distribute or more, that’s a good thing for investors.

Is there any given acquisitions targeted right now, within the guidance?

On our balance sheet, the answer is no. We generally are not in favor of using 1031 exchanges to defer gains, we’d rather use the 858 election [ph] which allows us more flexibility.

So the answer is no, we have no acquisitions targeted on our balance sheet to defer these sales.

I know you don’t want to comment too much but is there just a certain magnitude of potential distribution, are we talking just like $100 million or $300 million in terms of potential?

We really can’t comment at this time and it would be speculative.

Okay, thank you.

My question was answered. Thanks.

Okay. And operator, I think we will cut off calls now in respect of everyone’s time.

We thank you for your time. We know it’s a busy, busy week for earnings call and a busy day.

So we appreciate your time and thank you for participating.