Thomas J. Sargeant - Chief Financial Officer and Executive Vice President Timothy J. Naughton - President, Director and Member of Investment & Finance Committee Bryce Blair - Chairman And Chief Executive Officer Leo S. Horey - Executive Vice President of Operations John Christie - Senior Director of Investor Relations & Research

Mark Biffert - Goldman Sachs Ross T. Nussbaum - UBS Investment Bank, Research Division Eric Wolfe - Citigroup Inc, Research Division Jonathan Habermann - Goldman Sachs Group Inc., Research Division Richard C. Anderson - BMO Capital Markets U.S. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division Jiyang Zhang Paula J. Poskon - Robert W. Baird & Co. Incorporated, Research Division David Bragg - Zelman & Associates, Research Division Michael Bilerman - Citigroup Inc, Research Division Michael J. Salinsky - RBC Capital Markets, LLC, Research Division Unknown Analyst - Swaroop Yalla - Morgan Stanley, Research Division Robert Stevenson - Macquarie Research Jeffrey Spector - BofA Merrill Lynch, Research Division

Good afternoon, ladies and gentlemen, and welcome to AvalonBay Communities Third Quarter 2011 Earnings Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to introduce your host for today's call, Mr. John Christie, Director of Investor Relations. Mr. Christie, you may begin your conference.

Thank you, Sarah, and welcome to AvalonBay Communities Third Quarter 2011 Earnings Conference Call. Before we begin, please note that forward-looking statements may be made during this discussion. There are variety of risks and uncertainties associated with forward-looking statements, and actual results may differ materially. There's 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 the 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. Bryce?

Well, thank you, John, and welcome to our third quarter call. With me on the call today are Tim Naughton, our President and CEO Elect; Tom Sargeant, our CFO; and Leo Horey our EVP of Operations. Tim and I will each have some prepared remarks, and then all 4 of us will be available to answer any questions you may have. In both Tim's and my prepared remarks, we'll be commenting on 4 broad themes: first, that we enjoyed a strong quarter with near record NOI and FFO growth; second, that we expect fundamentals to remain healthy as we look forward into 2012; third, given this positive outlook, we're continuing to increase our overall level of investment activity; and fourth, we're executing this heightened level of investments from an extremely strong financial position. So a strong quarter and expect to continued healthy fundamentals that are supporting an increased level of investment activity funded from a position of strength. Let me begin by commenting on the first theme, that of the strong quarterly results. Last evening, we reported EPS of $0.49 and FFO per share of $1.17. On a year-over-year basis, our FFO per share increased by over 19%, which is the highest growth rate in 6 years and among the highest level of growth in our company's history. This growth was achieved despite the $0.03 dilution from our recent equity offering and is being driven by excellent NOI growth and contributions from new development activity. Our NOI growth of over 9% is the highest in 5 years, and it's also among the highest in our company's history, being driven by revenue growth of 5.8% and continued flight expense growth. And our full year outlook for our portfolio remains unchanged but our FFO outlook has been revised, primarily due to the…

Well, thanks, Bryce. As Bryce mentioned, I'll comment on a couple of areas, starting with the portfolio operations. In Q3, we continued to see improvement in portfolio performance, as same-store NOI topped 9%, driven by strong same-store revenue growth of 5.8% and lower same-store expenses. This rate of annual growth was 130 basis points greater than last quarter. It was the highest since the second quarter of 2007. On a sequential basis, same-store revenues grew at a healthy rate of 2.5% from Q2, driven by an average rental rate increase of 2.9%. Same-store rental revenue growth was widespread with every region posting growth rates above 4.5% on a year-over-year basis. A few points worth mentioning about specific regional performance. First, the strong growth or the strongest growth occurred in the technology oriented markets of San Jose, San Francisco, Seattle and Boston. While job growth on average has been roughly flat in our markets over the last 6 months, these markets all experienced healthy job growth over that time period. So while we have been benefiting from some positive fundamentals unique to our industry despite a weak macro environment, relative market performance is still being driven by the relative strength of local employment markets. Second, Southern California, which had been lagging in its recovery, showed some momentum in Q3 by posting an increase in same-store revenues of almost 6% with a pickup in economic occupancy of 120 basis points on a year-over-year basis. And finally, the DC market began to show signs of deceleration as sequential same-store revenue growth was up only 1.7%, below the portfolio average of 2.5% and down from the 2.3% sequential growth experienced in that market in Q2. After having outperformed other markets over the last few years, employment growth in DC has been flat of late,…

Welcome -- thank you, Tim, I appreciate those nice comments and certainly, while I am pleased with the strong numbers Tim mentioned, I think what I'm most pleased with is having hopefully played a key leadership role in positioning AvalonBay so well for the future. I think whether it's our portfolio, our investment pipeline, our balance sheet, R&D and just the strength of the organization, they're all in great shape. And a CEO transition can, at some companies, be disruptive, particularly when it's associated with some weakness in the industry or issues within the company, or sometimes if it involves bringing in someone from the outside. Hopefully, it's obvious that none of these are the case at AvalonBay. Our fundamentals, industry fundamentals are very strong. AvalonBay's competitive position and financial strength are excellent, and we certainly have an experienced and talented leader in Tim. So I will be stepping down as CEO, and I'll be doing so with great pride for what's been accomplished and certainly with great confidence in Tim and the whole AvalonBay organization's ability to continue its strong performance in the years to come. So I appreciate having the opportunity to pass on a couple of those comments and words before we open it up to Q&A, which we're ready for now, operator.

[Operator Instructions] The first question comes from Jay Habermann of Goldman Sachs.

Just to start off on the rent growth and you talked about a bit of a moderation you're seeing maybe in Q4 in part due to seasonality, can you guys talk about maybe some of the pushback you are seeing? Is there and are there any markets specifically it sounds like obviously you're seeing good strength in Boston and Northern California but maybe some of the price points or even urban versus more suburban type assets?

Jay, this is Leo. Clearly, we feel that Boston and Northern California, as you have pointed out, are doing very, very well. We're also very encouraged with the direction that Southern California is heading, and we talked about that a little on the last call, and we continue to see those trends being very favorable. The one market that we're clearly keeping a very close eye on is Washington DC. Tim talked about that in his opening remarks, and the real issue in Washington DC is just the amount of supply that's coming. When you look across all of our markets, the only market in 2012 where supply appears to be a concern is in DC and without job growth, it's going to be a challenge to get all those apartments absorbed and sustain the rent growth that we've experienced to date. Otherwise, New York metro area has been doing well for us, clearly not as strong as Northern California or Boston. And then the only other market that I'd point out, and I believe that this is a temporary issue, is Seattle. And in the situation in Seattle, I think there's a couple of things going on there. Number one, we pushed very aggressively on rents, and we may have held on too long that caused some decline in our occupancy and that decline in our occupancy is also meaning a very cyclical or seasonal time of the year for us. And then the only other little issue in Seattle is we've seen some disproportionate move outs from corporate apartments and as disproportionate move outs from corporate are people whose contracts have ended where the employers are hiring people who are already located in the market. So I think that gives you some perspective of where our strength is right now, as well as areas that we're keeping a close eye on.

Okay, that's helpful. And I guess maybe taking into account DC, as you look out to 2012, I mean, I assume many of the factors that you guys have identified remain in place. Can you give us some sense of perhaps your initial look in 2012 in terms of what sort of pricing power you might assume going forward?

Jay, I'll give you a sense of how we're viewing the market without giving too much detail about how we think that might translate exactly in the pricing power but if you just look broadly at demand supply fundamentals, we think 2012 is likely to shape up as another favorable year, somewhere to 2011. In our markets, we're expecting demand supply ratios of over 4. We saw -- we think 2011, at the unveil, will be over 5. Both of those are well over longer-term trends. That compares to the U.S. average of around 3, just to put in perspective. Obviously in 2011, what's been driving it, I think as much as anything as Bryce talked about is just on the demand side anyway of falling homeownership rate and the increase in the level of rental households. Certainly, it hasn't been driven by job growth, which is I think at the end of the year, we're expecting Q4 to Q4 job growth and our markets average only about 0.25%. We expect that to roughly double be about 0.6% or so in 2012. So maybe get a little bit more lift from the job side of equation. And then supply will continue, despite our concerns about DC to a lesser extent Seattle, supply will continue to be abated as Bryce mentioned in his comments well below long-term averages. We're expecting 2011, supply is up 0.3% of total inventory. And if you excluded Seattle and DC for next year, that number only goes up to like 0.4%. So again, demand and supply fundamentals shaping up I think to be quite good, maybe get a little bit more out of job growth next year and a little less out of falling homeownership rates on the demand side, but the supply-side should continue to be a favorable picture through 2012 and virtually all of our markets with the exception of DC. And obviously, all this is coming on the foundation of very strong occupancy going into the winter, 95.5% plus. So 2012, we're quite optimistic about in terms of the outlook and any increase in the macro environment, I think could propel it from where we're at today.

Okay, helpful. And then lastly for Tom on the timing of expenses. I know you had the benefit in Q2 and there was some carryover to Q3 I think with the difference maybe versus our number. Can you give us some perspective maybe going forward in terms of should that normalize going forward or is that -- I guess a recurring reduction now going forward?

Are you speaking to the expenses? And are you trying to annualize the third quarter expenses?

Yes, I guess the $0.03 benefit on the overhead interest and other.

Yes, I think, normally what you would expect in the fourth quarter is to see some pick up in expenses given the timing, and we think that you'll see some expense growth in the fourth quarter in the 2%, 3% range year-over-year. So we'll actually -- we do expect some of the benefit we received year-to-date in timing to reverse in the fourth quarter.

Your next question comes from the line of Jeff Spector from Bank of America.

So I guess just trying to tie some of the comments on '12. You talked about healthy '12, but you need a pick up in the economy, fifth quarter versus tenth quarter. Did you think, I know it would have been early but did you think about providing maybe '12 guidance at this point to help investors out a little bit more?

Jeff, no, not really. This has been our practice for some time now. We are always prepared as I think Tim just did a nice job of commenting qualitatively on how we see the year shaping up. We are in the middle of our budget process and as we have done in past years, we'll be giving guidance at basically the end of January, early February.

And so, I guess, just maybe focusing on the comment and the pickup in the economy and the comment on the job growth you expect next year in your markets, is that enough to keep the momentum going and tying back to the peak comments about quarters 5 or tenth in the past?

Just one thing on that and, Jeff, it's interesting Tim mentioned how little job growth we're seeing in our markets in 2011. When we begin -- when we gave our guidance in February of 2011, the projected job growth in our markets and the nation as a whole was about 2.5%. In midyear, when we updated our guidance, it was just under 2% and we're finishing the year at basically negligible, 0.25%. And if anyone would have told us at the beginning of '11 that we would have generated 5%-plus revenue growth on job or we had told you all we're going to generate 5% plus revenue growth on a 0.25% job growth, I think we would have a lot of skeptics. But it's what we've been saying for some time now and others as well that there's a lot of factors driving the apartment fundamentals, and principally they're all contributing to dramatic growth in renter households, as I mentioned in my comments running at a rate more than 3x historical averages. That is not being driven by jobs. That's being driven a little bit by jobs but by population growth in those key rental segments and a decrease in the homeownership rates. We think some of those trends are long-lived and to the extent we get any lift in the job side, it's certainly going to be -- have a positive effect on overall performance and demand in '12.

I think, Jeff, maybe a little bit more perspective. As I mentioned before, our current projection is only about 0.6% in our markets next year, which as Bryce mentioned is well off what we are thinking at the beginning of this year even for '11 or '12. But as I mentioned in my prepared remarks, the markets that have done best, the technology markets. The annualized employment, level of employment that they've seen in those markets over the last 6 months kind of in the 1% to 2% range, so maybe 2x what we're expecting for average market. And those markets have been generating rent increases in the high single digits, 6.5% to as much as 10% as you get into certain of the markets in Northern California. So -- and even those numbers are well below what you typically see in a recovery. So the point in my prepared remarks is it really doesn't take a whole lot of job growth, I think, when you put that on top of the industry fundamentals that are quite unique right now, based on any other time we've seen in our career to generate rent growth that's substantially in excess of inflation, but it's going to take more than zero is our sense.

And Jiyang, she's with me. She has one final question.

I think on our last quarter's call, you mentioned interest in value add or larger community acquisitions. I was curious if you're seeing that type of product on the market? And then if you're unable to get the pricing you want on that type of product, would you look to bring forward some of your development pipeline?

This is Tim. It wouldn't necessarily impact how we would think about the timing of our development pipeline. For the most part, we're going when ready. With respect to development pipeline, there's 1 or 2 markets where we're being a little bit more judicious. Southern California comes to mind although we did start a deal in Irvine this last quarter. In terms of what we're seeing on the transaction market, we're just seeing more of everything to be honest, and we are seeing a bit more of deals that that have a little bit hair on them, which I think will present some interesting opportunities for us with the markets as transaction markets sort of grapple with the fits and starts of what we're seeing in the economy in capital markets. So we're still looking at those deals and for those kinds of deals, our senses will see more of them as the year unwinds and we're early into 2012 and we're hopeful that we're going to be pick up some of them.

Your next question comes from the line of Swaroop Yalla from Morgan Stanley.

Tim, just following up on that question, the last question. Your cash balance increased this quarter. So just -- can you talk a little bit about the uses? I mean, what kind of spend is expected on development for the remainder of the year and next year and then if you're looking at acquisitions beyond that?

Swaroop, this is Tom. We do have about $750 million of cash on the balance sheet. And as we mentioned during the equity offering, we are essentially raising that cash to prefund development activity. So I think you can expect over time that, that cash balance would go down as we fund development activity for the rest of the year, redevelopment activity in debt maturities, both the debt maturities that are scheduled to occur, some of which happened in early September as well as some early January debt maturities. As far as 2012, we're not prepared yet to give outlook on 2012 development activity. Tim, do you have any thoughts?

Yes. I would say the principal use would be the development activity, as Tom mentioned. And even as we're looking for acquisition, in some cases, we're going to be recycling, as I mentioned in my prepared remarks. So we haven't come out with guides in terms of what we expect, sort of net acquisition, net disposition activity be in 2012, but we expect to be active really on both fronts.

Great. Tim, also that -- one of the themes we're hearing this earning season is the difference in performance of As versus Bs, and you had obviously, in the past talked a little about shifting the portfolio up to -- up from 15% to 25% for Bs. So I'm wondering if you're looking to reconsider that strategy, given what we're seeing now and prospects of more modest growth in the country over the next year or so?

We're not necessarily, in our portfolio, seeing a pattern where As are outperforming -- decidedly outperforming Bs or Bs decidedly outperforming As. So we may be seeing a little differently than maybe some of our peers are talking about. But I think importantly, as we've talked about in the past, it really comes down to submarket and submarket positioning. And again, the objective to go from whatever 85-15 to 75-25 is really more of a function that we just think, this is going to be a lot of markets and submarkets where the Bs are just fundamentally better positioned asset than As within that particular submarket. And that's just sort of naturally going to pull up the allocation. So it hasn't made us rethink the broader strategy. On the other hand, as we get into actually doing asset recycling, it's going to be similar in function to the opportunity that are out there, so the activity from one quarter to next is going to be as dependent upon the opportunities that are in the market.

Great. And just lastly, in San Diego, I noticed a big occupancy gain of about 250 bps. I was wondering if it's related to military sort of troops withdrawal from Afghanistan or if there's any other sort of things in that market happening specifically?

This is Leo. With respect to San Diego, actually, we didn't see a lot of military activity at all in the most recent quarter. So in general, we just -- we're focused on getting the portfolio stabilized and moving the occupancy up so that we're in a good position as we head into 2012. The challenge in San Diego is based on the nature of our portfolio. And just to remind you, we have a fairly small portfolio there in the same-store sell bucket. It's really dominated by one community, which is Avalon at Mission Bay. That is a place where we do see higher turnover that would be the market with our highest turnover this past quarter.

Your next question comes from the line of Eric Wolfe from Citi.

Just a follow-up on Swaroop's question. What level of cash can we expect you to end the year with? Just trying to get a sense for how much you're going to be spending to either pay down debt or on development.

Eric, this is Tom. We should have about $500 million on the balance sheet at the end of the year roughly, depending on what happens with some late quarter transactions that could occur that we mentioned in the press release.

Okay. And I think as you mentioned in your remarks, the major driver of the guidance reduction was obviously just the equity rates and the dilution around that. But, I mean, I guess, assuming whatever you're going to do with -- assuming that you're going to be spending for the cash on development, for 2012, the equity ratio should actually be accretive, right? I mean, just thinking about if you're capitalizing at 5.2% and then versus where you raised that, call it, say, mid-form by cap rate, it should be accretive, right?

So you mean the equity. We believe that the development activity that we raise that capital to fund is accretive, that we are currently the portfolio that we have under construction has about a 7% yield on it and we will be funding that portfolio and new things that we start. We think it also could be accretive short term in terms of the FFO yield that capital was raised at compared to what we could raise debt at or even fund an acquisition or new development, so I think it's fair to say that by raising that cash now, we do have some drag on earnings, but going forward there's a potential for that to be a propellant for earnings growth and value creation next year.

All right, that's helpful. And then, I'm sorry if I missed this in your remarks, but could you tell us what you're seeing for November and December in terms of renewals and also just how traffic levels has been holding up through the slower seasonal period?

This is Leo. Renewals for the third quarter went out in the 5% to 5.5% range, and traffic has been up around 8% in the Q4 period. I mean Q3, any Q3 was up around 8%, and renewals for Q4 are going out in the 5% to 5.5% range.

And traffic so far in October has held up or you haven't seen anything that is concerning or...

Traffic is absolutely held up. We haven't seen anything that's concerning. The reality is all the markets are up save the mid-Atlantic, which was down around 5%.

Your next question comes from the line of Alex Goldfarb from Sandler O'Neill. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division: Just going back to the guidance, as far as the interest expense line and just trying to get a better handle on capitalized interest, have you guys at all adjusted the pace of development? Have you either speed it up or perhaps slowed it down since you raised the capital?

Alex, Tim here. Really, since we raised the capital, we're always projecting that we would start about $800 million in the second half of the year. The one deal that was kind of at the margin, whether it was Q3 and Q4, was the West Chelsea deal. That's why I called it out in my prepared remarks. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division: Okay. But it's not like you've slowed down the pace of development so as from earlier in the year?

That's correct.

Alex, let me just add that capitalized interest during the quarter actually did go up during the quarter, so that would imply that we had more on balance going out more than underway during the quarter, if that helps. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division: Yes, Tom, it does. I mean -- and that's what's in our models as well, so just trying to make sure that we're getting the pace of capitalized interest sort of in check with what you guys are forecasting. Certainly, I think it's helpful in some companies do it. They put out a guidance update following equity raises, but certainly your comments it helps to understand what's going on there. And I guess on the Bryce farewell tour, what's the potential impact from the option exercise? Is that something that's going to be meaningfully additive to the share count or is that effect minimal?

Alex, this is Tom. It certainly adds to the share count, but as you recall, we used the treasury method and the effect of options in the money are already considered in our diluted shares outstanding, so there shouldn't be any impact to earnings, any meaningful impact to earnings on those share exercises. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division: Okay, that's helpful. And just the final thing, as you guys ask -- put out you're asking rents, just curious where you're asking rents are versus where the rents, what's ultimately accepted by the residents, just anecdotally have heard from a few of your residents in the area who have gotten rent increases. They've gotten the rent increase of X. They've gone in, talked to the manager. It's been knocked down to Y. Just sort of curious portfolio-wise what the delta is.

Alex, this is Leo. Essentially, as I told you, we put out in the fourth quarter 5% to 5.5%. It's not so much the renegotiation, which is I think what you're alluding to, it is that the range of renewal increases are broad. There are some that are much higher. There are some that are much lower. And sometimes much higher ones are not accepted so the erosion that we've seen typically in that rate that I've given you runs 30 to 60 basis points. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division: Okay. Yes, I know. The people I was hearing somewhere getting increases of 14% to 20%. So I guess that's why I was hearing about them.

You're in New York. That could be the case. Alexander David Goldfarb - Sandler O'Neill + Partners, L.P., Research Division: It was New York and Stanford.

Your next question comes from the line of Derek Bower from UBS.

Sorry, it's Ross Nussbaum here with Derek. Leo, can we just go back to some of the rents that you gave. July, August, I thought you said you were up about 7% on new and renewal. September, October, 5% and you just gone through the renewals numbers on that last question. Does that implies that the, I guess, the drop during that period was on the new lease rates?

Yes, that's the way it would occur. The new move-in rents are generally are more volatile. When things are strong, they move up very quickly and then when we're trying to build occupancy, they can move down more quickly. And to give you perspective, we finished September about 95.6% occupied. An early indication for October is we will get to around 96%. If that holds up, then we'll be more aggressive very quickly on the new move-in rents.

And how did the turnover for the quarter play into what transpired? Looks like your turnover for the quarter was up pretty notably year-over-year, which is a little different trend than we had seen in the prior couple of quarters.

That's a great question. Turnover was up from -- it was up about 4.5% to just over 67% for the third quarter. That really can be attributable to 3 areas. Number one, we have about 3% more expirations in the third quarter than we did in the same period of the previous year, over the same portfolio of properties and that was by definition. In the fourth quarter, that number is down by an excess of 5%. So we're watching what our traffic looks like and where the pressure comes. So the first issue that pushed our turnover up was just we had more expirations in the third quarter than the same period the previous year. The second is, we are very aggressive with renewal increases so reasons for move out due to financial ran about 19%, same period last year, it was about 14%. The last area, which was less of an issue but an area that was up, was just corporate apartment homes or furnished apartments that moved up from roughly 4% a year ago to about 6.5% this year. So that's what pushed turnover, and we do believe that the fourth quarter is well-positioned because we took those expirations into the third quarter this year and a lot of them came out of the fourth quarter this year.

And then just related to the equity offering, was any of that offering either from a timing, a sizing perspective? Was it contemplated that there was going to be potentially some near-term acquisitions or was it always -- the intent that it was all going to be prefunding development?

This is Tom. There was no short-term acquisitions targeted or planned for that capital. It was truly raised primarily to fund or prefund development activity for the rest of this year and into next year and just general working capital.

Your next question comes from the line of Rob Stevenson from Macquarie.

Tim, in the release, you guys talked about the 6 land parcels that you guys bought and expect to start development on in the near-term. Can you talk a little bit about, where those assets under control by you guys and because they had to have been basically ready to go, right, so the sort of cost on that versus what you're out there in the market for, et cetera?

It's a bit of a mix, Rob. I mean, first of all, I think 4 of the 6, we're planning to start within the last 3 months to be clear. Among them are deals that we actually acquired that were entitled, ready to go. Example is the Natick deal in Boston, which essentially was plans in place when we stepped in to it. Others are deals that we've been working for a couple of years under an option contract, and where we got an entitle. We're just required to close under the terms of that deal.

Okay. Can you talk a little bit about what the environment is today as you look to backfill your land pipeline?

Sure. I think we've spoken to this in the last couple of quarters. We've really move from looking it entitled deals, deals that were more or less ready to go try to take advantage of the construction market right now which were principally 2010 deals and maybe early 2011 to really more longer date of entitled deals, deals that required some entitlement dollars, pursuit cost dollars, to be invest before their ready to go. What we have found is the deals that are entitled, ready to go much like improved assets were getting bid up to the point where end-values were close to or approaching as not having exceeded in some cases, peak land values last cycle. So we started to steer clear of most of those kinds of deals, Rob, and they're kind of old-fashioned way of doing the business, which is muscled it through the entitled process and use the platform that we built and maintained over the last few years to our advantage, and those deals often are -- it's less about capital in some cases. It's more about track record and organizational talent in terms of who the sellers decide to choose and tend to be a little less aggressive in terms of the pricing expectations.

Okay. And then with Fund I starting to liquidate, Fund II basically topping out either today or after this next acquisition. What are the thoughts about Fund III?

This is Tom. We -- first, I'd start off by saying we like the Fund business. It's been a great vehicle and lever for us to pull in terms of growing our portfolio and getting an insight into the transaction market. Having said that, we have some internal portfolio goals that we would like to achieve that are better achieved without having an investment management fund in place at that time, doesn't mean we wouldn't be interested in doing another one. But right now, we're going to hit the pause button, and we would likely come back to that later but for now, we are not planning to raise a third fund.

Okay. And then one quick one for Leo. When you guys are thinking about how hard to push rent to the market, what do you sort of implicitly implying is your turnover cost for a unit?

Rob, hard costs are around $500 and apartment home across the portfolio. But the reality is that truly, fully loaded when you're looking at vacancy and all the costs, it can run 4 to 5x that so $2,000, $2,500 when an apartment turns.

Your next question comes from the line of Steve Bragg from Zelman & Associates. David Bragg - Zelman & Associates, Research Division: Leo, just going back to DC. Can you talk about the relative outlook there for class A versus B, given you had the general employment concerns but also especially in the second half of next year combined with that outlook for supply that you discussed, which we'd expect to be more competitive with the As?

Dave, certainly they are more directly competitive with the As because the brand new product is going to be at the higher price points that are going to be competitive. But what we also find and I think what we talked about during the downturn is there is an effect where it indirectly affects the Bs or affects the Bs over time. In other words, as prices become more competitive then people who are living further out or in B product may look to move up in the A. So it's really during the early part when the product first starts leasing that it has a greater impact on the As, that new supply, and then over time, it equalizes. David Bragg - Zelman & Associates, Research Division: Okay, that's helpful. And then just over recent months, given the market volatility and uncertainty, what have you seen as it relates to development financing and that environment for your peers?

Dave, Tim here. Actually, a number of us were at ULI last week, and it was the subject of a lot of the council discussions. Yes, generally, we're seeing a couple of things. One, in some markets, yields are not as healthy as they were a year ago and therefore, you're starting to see the equity requirements go up which is putting a little bit more stress in terms of some of the private sponsors. But in addition to that, you're starting to see some of the banks that were active in this area, starting to fill up. They're clearly still very focused on sponsorship. So for all the people that want to be doing development, many of them are still not and that they're not getting the bank financing. Or -- and for those that are, they're not getting as much as they would have last cycle just based upon the equity requirements and any of the co-investor requirements that would be required, so I think there is a bit of a more constrain on the capital side than maybe we would have even thought just given the amount of liquidity that's just generally out there in the capital markets. David Bragg - Zelman & Associates, Research Division: So more constrained than a quarter ago?

I don't know if I'd say more constrained than a quarter. We still haven't seen a whole lot of starts but you're still seeing production levels. I think they're still quite low relative to normal patterns and as you're coming out of the downturn and you start on the recovery phase of the cycle. David Bragg - Zelman & Associates, Research Division: Okay. And last question also on supply, can you talk about Northern California? You expressed a concern over supply in DC but the permit data out of San Jose and San Francisco seems to suggest a level of permitting closer to the long-term average in those markets. Can you talk about that and what your expectations are there?

Over the next couple of years, really not a big concern until '13 in San Jose. And then San Francisco, I think you'd be out of '14 and '15 before it's really more of a concern just in terms of getting back to or above long-term averages.

Your next question comes from the line of Rich Anderson from BMO Capital Markets.

The question -- first of all, just to revisit traffic. You said it was up by 8% in third quarter and held up in October. Can you bifurcate that a little bit? I mean, define for me traffic in terms of web hits and foot traffic. Are you saying actual visits to properties is up 8%? Are you talking about a more kind of a vague definition of traffic?

No, it's actually unique visits to the property. It's not a vague definition. To give you some perspective, the source of our leads for the Internet has obviously grown. It continues to grow. And it's running at about 70%. But when I say traffic, I mean actual unique visits to the property.

Okay, great. And that's documented through applications and something like that or is it something that could be a subjective type of measurement from property agents?

It's the information that we get from the property agents filling out the guest cards, so actual real visits.

Okay. Just confirming all that. In terms of some of the land implications this quarter and in the fourth quarter, do you expect any more activity like that in the coming quarters in terms of gains and losses that you might absorb?

Rich, I may be able to jump on that. Tom, you may have some thoughts as well. We currently -- just to put in perspective, we've got about $250 million of land, of which about $180 million is held for development. That amount includes associated pursuit cost, and about $70 million that's held for investments. Those are the deals that we've been looking to sell or whether there's potentially exposure on impairments to the extent we get the market information or market feedback, suggesting an impairment is in order. This past quarter as you know, we've mentioned we had 3 impairments, the 2 of them amounted to most of it and those were the deal in Chicago and the deal in DC area. Both with which we had decided to really, yes, sort of push under the whole for investment category, which means we're going to look to sell at the appropriate time and those deals were both out for marketing. We were getting feedback in terms of market value. One of those deals actually is under contract at this point. So the inventory that -- where there is potential exposure is limited to $70 million at this point and there's been some impairments already on that pipeline. But for the deals that we've sold to date for the most part we've been -- I think, there's 33 of it. The couple that we sold, the 2 or 3 that we sold, we actually had negative $13 million of gain this past quarter so we've been coming at or above relative to our valuation we've actually gone to market.

And so where you had the gain because there was a previous impairment a few years ago. I mean, how does that reflect a broader view of how land prices have changed over that period of time? In other words, is that recovery in the value of those 2 parcels of land representative of the markets that you're in or are they kind of outliers?

No, I think, they're probably representative of the markets we're in, and the one case basically, the sales price recovered all the impairment and a little bit more. In other case, it was still sold at probably 30% or 40% of our total cash basis in the deal. And that was just a weaker submarket and location. So I think it's probably a function when we bought it, too, last cycle whether it was a '07 deal or '05 deal, so I think all these things play into that.

[Operator Instructions] And your next question comes from the line of Mark Biffert from Bloomberg Research.

Tim, I was wondering if you could expand a little bit, you had mentioned that you're planning to sell more of the assets in Fund I. I'm just wondering if you could give an expectation in terms of the timing of those sales? Are you currently marketing all of that today and it's just a matter of pricing?

No, we're not marketing the whole thing. We've got another couple of years for the whole period there, so we're really looking to average down over the balance. And there are some extensions potentially within that whole period, but I think I mentioned in my prepared remarks, we got 2 other assets right now that are there in marketing that we would expect to close sometime in the first quarter of 2012. And I'm sure, we'll sell some other assets later in 2012 and as we get into '13, we still got the majority of the assets to sell.

And is there any promote income or anything that goes along with that when you sell?

No, it's a fund test really so when you sell an individual asset, even if it seems to be well in the money and very high IRR, it doesn't necessarily -- there's not a promote that necessarily flows to the entity until you get to the end of the fund.

Okay. And then, Leo, have you ever given average resident income level for your portfolio?

Sure, I can give you. I think on the last call, Bryce talked about the average household income was -- for the portfolio was about $112,000. The good news is that at the end of the third quarter, it was up to $114,000 and just to kind of complete the circle, right now, our rent to income levels on a household are actually below 20%, which makes us feel pretty good. When you hear it quoted in our markets, it could easily be 22% or 23% and over entire cycle, it could range anywhere from 20% to 26%. So we feel good about where incomes are going and then furthermore, we feel good about the percentage of their income that our new residents are paying.

Okay. And then just lastly, Tim, you mentioned on the acquisition front that you're seeing more deals in the market that has a little bit of hair on them. I was wondering if you could give a little color on the type of hair you're seeing on those deals, the volume level that you see in the markets and the demand for the assets on the buyer side.

Sure. When I say a little more hair, in some ways, it's gone back to more like it was. As we came out of this downturn, the assets that were getting marketed for the most part were the safe trades, if you will, so they were the core deals in coastal markets. We saw a ton of stuff get sold in DC, to a lesser extent, Southern California a lot in New York. Those are the 3 largest markets where you saw trades and for the most part, again, they were core deals. You see a more value add type opportunities today where the assets are in need of capital, or repositioning. So that's what I mean by that or maybe you have some financing above market financing that you had a deal with somehow. So it's really a function of -- in some ways, it's just a more normal market where there are some core deals, but there are more -- we're seeing more and more older assets that need some attention and capital.

And are the funds that are focused on the core markets, are they willing to do those types of deals or is the feel of the buyer is much smaller?

Well, I know you still see some value added funds that are out there. Yes, some investors have gone with strictly of core. But there's still certainly some value add funds out there, tend to be a little bit more entrepreneurial in nature and leadership but that's running them. So there are buyers for those deals, they tend to be more thinly bid, though, just because there's -- oftentimes, skills that are required that not every buyer has in order to either underwrite or execute the transaction.

And your next question comes from the line of Paula Poskon from Robert W. Baird. Paula J. Poskon - Robert W. Baird & Co. Incorporated, Research Division: Just a follow-up on the average income discussion, so the average for the portfolio is up again this quarter. Is that -- are you seeing that in most or all of your markets or is there a bigger disparity across your markets or some are really strong but some are not?

Paula, this is Leo. It actually applies pretty consistently across all the major regions in which we do business. Paula J. Poskon - Robert W. Baird & Co. Incorporated, Research Division: And are you -- how much, if at all, are you adhering to or overwriting what revenue management is suggesting as you're heading into the next quarter?

I'll tell you, Paula, we adhere to revenue management I would say 90% of the time, but just to be clear, what occurs is, on a weekly basis, we have the people on the ground meeting with the revenue management team, making sure that we're getting the benefit of the science and the algorithm combined with the expertise of the local players who may know more specifically what's going on. Paula J. Poskon - Robert W. Baird & Co. Incorporated, Research Division: And then finally, could you just shed a little more color on your expected change in the impact of the ground lease associated asset sale from hitting FFO to being included in gains?

Paula, I don't -- this is Tom. I'm not sure what additional information I can provide. We've laid it out in the press release. Do you have a specific question that you have about what we've said previously? Paula J. Poskon - Robert W. Baird & Co. Incorporated, Research Division: I just wondered what prompted the change in your -- at the way that you were going to account for it. Was it something that you decided or did your auditors come back to you?

Well, this is an area -- lease accounting is an area that has some gray in it and for those that are not aware of the issue, we do have a land lease that is required is that we straight-line the fixed escalations in that land lease over the lease term. That results in excess lease expense over actual payments. And to give you a sense of the magnitude, there's $10 million of lease expense going through the P&L and there's $1 million of cash. These are rough numbers. There's $9 million of excess expense over cash. If you look at what happens this year with the current year excess lease expense over cash, that is a reduction in the lease line item or exceeds an increase in expenses. And when we sell that asset this year, if we sell that asset, we had expected that, that would reverse against lease payments and it impact NOI and therefore benefit FFO. A strict interpretation of GAAP where there's GAAP to go to is unclear in this area so an abundance of caution. We are going to treat that asset or the extra payments this year or the extra expense overpayments this year, not as a reduction in the NOI or a pickup in the NOI but it's going to be captured as an incremental gain on the sale of that asset. It's a little nonsensical that you would have a current year item like this that would be captured as a gain, but GAAP doesn't always provide the most economical answer. It is GAAP. So in abundance of caution, we treat it this way. In terms of adding that back to FFO, the FFO definition does not speak to this so in a strict interpretation of the definition of FFO, we would not -- we would exclude that onetime pickup from FFO, and it would not benefit FFO this year, to the extent that those prior lease expenses exceeded cash. Now we sell that asset in the fourth quarter, those excess payments go away and we would have a benefit during the fourth quarter.

Your next question comes from the line of Eric Wolfe from Citi.

It's actually Michael Bilerman. Tom, just a clarification on guidance for second in terms of the changes to the full year. The $0.08 from the equity offering that you referenced in terms of the outlook coming down, you obviously had $0.03 of that in the fourth quarter, which leaves $0.05 for the fourth quarter. Embedded in that number, is that just the full effect assuming no reinvestment or are you assuming that the bonds that came due in the fourth quarter are repaid with those proceeds or is that in the $0.02 that's below?

That's in the $0.02 that's below. Really, what we're trying to do is isolate the effect of the equity offering, which was an incremental capital raise over what we'd already planned for the year and the impact that, that has on dilution for this year. Any benefit in terms of interest income on the cash on the balance sheet, which is very nominal given the current interest rates or debt repayment is already embedded in our outlook, because we'd already provided for paying down that debt in September. There is some benefit for the early prepayment of one secured asset in October that will accrue to that $0.02 line item, that interest line item.

And is there anything else in that?

Nothing major. With the $0.05 you're talking about incrementally is purely related to the equity offering and the dilution from it.

Right. I think that was our math also. It was effectively -- it's an $0.08 dilution, effectively earning bucks on the cash. Whatever you do going forward would then be accretive, assuming that you either fund development and you get the capitalize effect on the interest or you buy something that's all additive growth from here.

Or if we pay down debt.

Right. And I think you mentioned that you thought you'd spent another $250 million by the end of the year potentially. I guess half of that is earmarked for the current development and redevelopment pipeline and as the balance, are we to assume that's acquisitions or is that something else that you're referring to?

It's primarily development.

So you're able -- in the schedules and in the supplemental, so on page -- well, Attachment 11, it doesn't have a page number but you're only listing, remaining to invest in the fourth quarter $114 million for the development and another $13 million for the redevs. You're saying that you would spend another $125 million on development in the fourth quarter potentially?

Michael, I think on that schedule just captures the deals that have already started. We're obviously going to be starting some deals in the fourth quarter as well. Our internal estimates is closer by $190 million in Q4 that's actually to be spent on the development activity for the perspective and another $34 million or so in land purchases.

And in addition to that, we have a debt that we prepared in October. We also have our shares of the final deal that we think we're going to buy under the fund, which is a substantial amount. So there are some other items in that in addition to development.

Yes, I think we've mentioned that we've got about $500 million or so in the balance sheet in the year.

Roughly $500 million.

And maybe extra money on the development, that's the project that you're going to start in the fourth quarter that you'll expend capital for those?

Yes. As I mentioned, we're expecting to start $600 million. So it's big quarter for us. So that will get spent in the quarter.

And, Bryce, with 2 months left, what's left on your to-do list as CEO?

Well, certainly, it still remains a busy time of the year for everyone, whether I'm planning to leave at year end or not. So there's a lot of work in terms of the budgeting, board meeting next week actually. So we've got a fairly busy quarter as we always do and hopefully, it's clear I'm not vaporizing as of January 1. I'll still remain in a half time capacity next year. So while this is my last call, it's certainly not the end of my involvement with AvalonBay.

Should we know if you had any big accomplishments that you wanted to get done between now and year end that we should think about or look out for?

Well, one of them is happening right now.

Your next question comes from the line of [indiscernible] from Crédit Suisse.

This is Gotham [ph]. So going back to the expenses, so you've had a negative expense growth year-to-date, as far as specific line items are concerned, stuff like property insurance and advertisement and marketing expenses, do you expect any significant savings over the next few months or on the other hand, do you expect any of them becoming more expensive?

Gotham, this is Leo. With respect to the expense items of the major expense line items, in Q3, we did receive a lot of property tax refunds. Those will not recur in Q4. On the office line, it's been driven by bad debt. Bad debt has been very favorable. In the most recent quarter, it ran about 0.75% for the year, sort of about 0.8%, that's about 40 basis point benefit over the previous year's results. On the utility side, we expect some of that to come back in the fourth quarter, but we have had success on the consumption side, with certain things that we've been doing, whether it's lighting retrofits or cogeneration systems, et cetera, as well as just being aggressive in our collection efforts because we do pass a lot of that through to our residents. And then finally, in the marketing that you suggested, I expect a lot of that to be recurring, some will get used because we're coming in to a more difficult period of the year. But really it’s been change in business practices where we've gone from paper clip to paper lease where we've got using an electronic brochure instead of printing brochures. So as Tom mentioned in the fourth quarter, you can expect the year-over-year growth to be in the 2% to 3% but still very, very favorable for the full year.

And the second question, it's actually based on a very dated article. Back in July, there was this Wall Street Journal story about the Obama administration considering renting out some of the foreclosed properties where the Fannie Mae and Freddie Mae actually end up becoming the landlord and there might have been a discussion about this on the second quarter call but have you heard anything about it of late or if at all any impact it could potentially have?

This is Leo again. In general, we haven't heard any impact but what we tend to find is, if people that rent apartments choose professionally managed or not professionally managed and the people that would move towards foreclosed or even just gray market are typically not the people that would, in most of our markets, that would be renting our apartment homes.

Your next question comes from the line of Michael Salinsky from RBC Capital Markets.

Most of my questions have been answered, just had 2 quick follow-ups. You touched upon land prices that could peak, can you talk about soft and hard construction costs as well how those are trending?

Sure, Michael. When I was talking about land price back to peak, it generally had to do with the deals that were entitled ready to go and some of the stronger markets, some of the deals that we're looking at, again, that require a lot pursuit cost dollars and entitlement work, we're not necessarily seeing that yet. But in terms of construction costs, not seeing much movement. Commodities kind of bumps up and down but labor costs continue to stay pretty much cyclically low levels. So we're still depending upon the market, the product type, maybe 15% and 25% off of peak levels. In terms of soft cost, they're not as big of a driver. I don't know if we've seen much movement on the permit side. I think there's probably few jurisdictions that we've been trying to figure how to get more money out of the development that is moving forward, but it hasn't been a big driver in terms of the economics of the deals that we've seen. And then as you get into A&E, the architectural engineering costs, we haven't seen much movement there either.

Okay. And second of all for Tom, can you talk a little about pricing in the markets right now? Obviously, we've had some volatility over the last couple of weeks here. Just curious where spreads are where you could issue 5-, 10-year money in the unsecured front and also where you're hearing from the GSEs?

It's interesting a year ago, we were talking about how much underneath the unsecured market was below the secured markets and that's now reversed. We're now in a situation where secured debt is actually cheaper than unsecured debt by about 40 basis points. So I was talking about secured debt whether it's GSE or insurance money right now, our 10-year deal could be done between 4% and 4.25%, and a 10-year unsecured debt could be done by AvalonBay at 4.25% to 4.5%. So there's about 25 to 40 basis points difference between the secured and unsecured, which is generally what the trend has been over a long period of time, about 40 basis points. When you consider which one of those you might execute if you were in the market you'd have to consider the inflexibility of secured debt and the potential for prepayment penalties if you wanted to sell that asset early, and we're seeing that this year in our numbers. So we have a bias towards unsecured for lots of reasons, primarily financial flexibility, but also you really don't know what your total cost on a secured debt deal is until that asset is sold or somehow disposed of, so we like the unsecured markets and at 4.25% to 4.5%, it's still pretty good money.

And I think, operator, that concludes our questions, is that correct?

There are no further questions in queue.

Okay. Just a couple of closing comments. While this is my last earnings call, it's not the last time I'll see many of you and that we do have a NAREIT investor conference coming up in Dallas in a few weeks, so I look forward to seeing many of you there. For those who I may not see, just sort of a shoutout to the analyst community. Over the many years in the business, I've gotten to know many of you very well and gotten a greater appreciation for the hard job that you guys do and you do it well. And to the investment community, similarly, we've spent a lot of time together over the years and got to know many of you well and really appreciate the support and at times, advice that you've given me and the management team and the confidence you've shown in AvalonBay. And I know that Tim and the team will continue to earn that trust. So look forward to seeing many of you in Dallas. That's it, operator.

And, ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect.