Good day, everyone and thank you all for joining us to discuss the Equity Lifestyle Properties Second Quarter 2009 Results. Our featured speakers today are Tom Heneghan, our CEO, and Michael Berman, our CFO. In advance of today's call management release earnings, today's call will consist of opening remarks and a question-and-answer session with management relating the company's earnings release. (Operator Instructions). Certain matters discussed during this conference call may contain forward-looking statements in the meaning of the Federal Securities laws. Our forward-looking statements are subject to certain economic risks and uncertainties. The company assumes no obligation to update or supplement any statement that becomes untrue because of this subsequent events. At this time, I would like to turn the call over to Tom Heneghan, our CEO. Please proceed.

Thank you for joining us today. Good morning. I am Tom Heneghan; Chief Executive Officer, Equity Lifestyle Properties. With me today is Mike Berman; our Chief Financial Officer. I'd like to make a few comments and then turn it over to Mike. After our comments, we will open it up for your questions. Our business continues to perform well. Before taking into account the effects of our recent equity offering, the mid point of our 2009 FFO guidance of $3.65 per share reflects a growth rate of approximately 14% over 2008, $3.20 a share. We believe this performance highlights the strength of our business plan and the quality of our cash flow. As we have discussed many times, our customers are generally in better financial shape, are less exposed to job losses and have fewer credit problems than the broader economy. Our properties represent an attractive and affordable option to empty-nester's and retirees wanting to reduce the amount of capital tied-up in their housing and still enjoy a high quality active lifestyle. Most of our customers own their housing unit outright. We're also pleased with our balance sheet and the increased financial flexibility created by our recent equity offering. Absent interesting investment opportunities, it will take us until about mid-2010 to fully deploy the proceeds to reduce outstanding debt. And as a result the second half of 2009, there is a disproportionate dilution compared to the longer-term positive impact of the offering. Mike is going to walk you through the rest of 2009 in more detail. But I would like to make some comments about 2010. Despite the difficult macro environment, we planned in growing our business in 2010. With respect to our community business, we've indicated that published CPI statistics issued during June through September, impact a significant portion…

I would like to begin by walking through our guidance assumptions for the second half of 2009. As I mentioned last quarter, my comments will be very specific at times. Not my intent to imply great precision. I am speaking about ranges that represent our best estimates of future activities. With respect the core property operations; community-based rental income for 2009 was previously expected to grow 3.5% to approximately 254 to 255 million. For the first half of the year, base rental income came in at a 126.5 million; a growth of 3.3%. For the second half of the year, we forecast a 127.2 million representing growth of 3.1%. We're seeing some pressure at the margin on rate and concessions, although we continue to expect flat occupancy for the year. Occupancy is down 15 sites since the beginning of the year, but down 70 sites in the second quarter. Overall, our expectations for the year are now 253.5 to 254 million; growth of 3.2%. Resort base rental income for 2009 core properties is expected to be approximately a 104 to a 105 million. Approximately flat to up 1% over 2008. For the second half, we expect $49.5 million, growth of approximately 1% over 49 million in the first half of 2008. We achieved 55.3 million in the first half of the year basically flat to the first half of 2008. Our annual revenues were expected to grow 4.2% in the second half and represent almost 70% of second half resort revenues. The expected annual run rate thus drop below 4% in the fourth quarter. Based on current reservation trends, we expect second half seasonal revenues to be around 5.3 million or down around 4.5 to 5%, and the second half transient revenues to be almost 9.6 million down around 6.5…

(Operator Instructions). Our first question comes from the line of Michael Bilerman with Citi. Please proceed.

Hey, good morning guys. This is Eric (ph) on behalf of Michael. Some of the recent financings that you announced with the agencies look like they're going to be price about 7%. I was just wondering if you could talk a little bit about how the agencies are underwriting manufactured housing loans and their commitment to this pace right now.

We have seen some of it 7% that kind of depends on where the treasury market is and where their cost of funds is I guess. Really no change since we went out on the equity offering, its typically 75% loans to value, one-two, one-three coverage, limitations on lending the properties that have low occupancies and some percentage of rent falls in there in the last since we went live in the equity offering, I wouldn't say its got much different, its been a struggle to get the funds.

Got you. And then, switching over to 2010, you talked about looking at potential operating efficiencies moving from 2009, rationalizing your platform. As where do you think there is potential to find these efficiencies in improved margin to lower cost?

Well, from an operating side it's really integrating the Thousand Trails property. We took over operating those properties in August of 2008. And as I said in my comments, kind of our first place is to look for synergies were on the overhead expenses. We did that in the fourth quarter of 2008. And we next turned our attention to the sales operation. I think we've made great progress rationalizing the sales operation. We've pretty much left property operating expenses at the level of the property alone, but we think there is an opportunity to gain some efficiencies when you start looking at kind of a cost per site or a margin type of analysis on some of the properties, we think there is some efficiencies to be gained. But it's still early in the process.

And Thomas, Michael Bilerman, how would you sort of evaluate sort of the impact that you had in terms of clean the overhead, moving on the sales in terms of margin or in terms of NOI understandably from the business has got a little bit weaker, but just trying to really isolate that impact of what you've been able to bring to the table?

If we can quantify it on the overhead I think, it's $3 million of savings -- 3 to $4 million of savings we found with respect to the overhead in the business, with respect to the sales operation, I'd hate to be in the same sales business that they were in kind of a hay day of 2007, that was a pretty high cost tour dependant business model. In today's environment given what's going on with the RV dealerships and the manufacturers. Given the tour flow would have declined, the question is whether or not you would have been able to offset the expenses at the rate that tour flow would have declined. What I see right now is, we successfully transition away from that business model. We now have a new one but its still needs to bear fruit frankly. We need to get ourselves out into distribution channels with some of these low cost products. We've tested a number of products. I would say today's environment is not the best time to be testing some of these products. The RV dealers are kind of scraping by, manufacturers are dealing with financing for the retail and also on the floor plan basis. But initial testing to-date has turned out to be pretty positive. So, I think what we're doing is transitioning into an environment where we're trying to put an attractive product out the door that is at a price point that for somebody who owns an RV, looks extremely attractive. And the one thing we have seen, despite the economy is that those people who have an RV are out and using them. So, I'd say, I'm optimistic but we still got some stripes to make.

And if you were to think, I guess three years now. Do you have a picture of where FFO would be for Thousand Trails?

Well, I'll make a couple of comments and you guys can then fill it in. I would say this has been a discussion that we've had. So, we still have to execute. But when we thought to bought the Thousand Trails footprint, we saw essentially something on new order of 50% to 60% utilization of that footprint. We think, we can drive that utilization up. There is two methods we're looking at, one is to increase the number of annual site in the Thousand Trails footprint, you've seen us make some progress. Year-to-date, we've added 600 annual site that had annual revenue generated or call it an incremental 1.5 million -- $2 million. And the other area, we're looking to is to grow that membership base. So, we've got two methods to try and better utilize that real estate. I think we're going to have success on both of them, and for every 10,000 incremental members, you're talking about $5 million incremental cash flow. It remains to be seen, we still struggled trying to maintain that dues base in the current environment. But I'm looking to grow it in the future.

And then just, one last question for Mike; just in terms of the guidance the equity offering was about I guess at least on an annualized basis for ‘09 about $0.40 dilutive. So it's about $0.20 for 2009 for the back half. And your guidance then go down by as much I know you went you through a positive detail in terms of the ins and out. What were sort of the major things that sort of allowed you not to reduce guidance by the fall 2010?

Well, we had a guidance range of 345 to 365 a mid-point of 355. We didn't change that in the first quarter. We left it alone. We added in, if you add in the $0.08 of one-time gains you get the 363 so use that as a starting point. Then you get down to where we are now which would be 343. We've had some positives which have been the expenses. We've had a little bit of negatives with respect to the PA platform, but with respect to the PA platform, I think we feel like we're stabilizing the stream even though it maybe down a little bit.

And though they tends from this quarter and the utility another income?

That really the dues. At the end of day, we took the dues down in the second half of the year for the most part given the attrition rate that we've had, we've had a thousand less sales this year than we did last year, just looking out we thought the dues were probably a little bit over, I mean, there's some other things, pluses and minus going on. But those are really the big drivers.

Okay. And then you'll get, once you pay down the debt and third quarter next year, you'll pick up that $0.25 at the end?

It will come in during the next 12 months, but on a run rate basis, you'll see the full impact by the time you get to the third quarter of next year.

Right. Thanks you so much.

Our next question comes from the line of Paul Adornato with BMO Capital Market. Please proceed.

Hi, good morning. Was wondering if you could talk a little bit about the strategy for rent increases next year in various segments of the business?

Sure. In my comments we talked about the impact of CPI driving a lot of what happens on the community side of the business, just for the benefit of the kind of background discussion. We have about a third of our rent agreements directly tied to CPI and another third we negotiated with homeowner association that in many cases have some tie CPI as well with a another third kind of market driven. So when we are looking out into 2010 and saying we looking at a 1% that includes the mix of the CPI impact on the agreements tied directly to CPI as well as what we think is going to happen on some of the non-CPI tied rental agreements that we have. And that's the 1% that I did talk about. On the RV side, I think we are looking at probably, the fourth quarter of 2009 would be a pretty good run rate for what we think is going to happen in 2010, again it's a little early, we're giving you guys a lot of color in 2010, pretty early in the game. But as we sit here today, I would say the annual revenue stream on the RV business will be up, call it 3%ish and the seasonal and transient, we're looking to be flattish to down a little bit. In my comments, you saw that we are already had on reservation pace going into the winter season in 2010 as a pretty start contrast of what we were facing at this time last year when we were looking at the winter season at 2009, and reservations were down 15%, so to be up 2% as we see there today, gives us some confidence that that business is stabilizing for us as we look into 2010. And the transient business is always kind of performed better than our initial expectations would have indicated.

Okay. And I apologize, I missed you're introductions is Joe McAdams on the line?

Joe McAdams is in the room but, he is available to answer questions.

Okay. Was wondering if we could hear from him on any update on marketing efforts in this environment?

We're focused as Tom had talked about the extended stay on a Thousand Trails footprint. I’ll reiterate the low cost products are a high priority for us. And then we're having a lot of success renting up our inventory. So, we're positioned well in a struggling environment.

Okay. Thanks. And, what's happening with respect to California rent regulations, are there any pending lawsuits or lawsuits underway right now?

No, I'd said the biggest kind of news in 2009 relative to California was our recent success entry of an order on rent control in San Rafael, California that affects our property contempt were in. For the benefit of our brand, to call the judge as essentially entered an order that would phase out rent control over 10 years and in the interim allow us to mark rents to market on turnover. We have just got that thing done in the last couple of weeks here. And I think frankly we just had one site turnover at 1500, 1600 at monthly rent compared to the rent control rents of, I think 600 to 700 dollars. So it's a 400 site community so as that community turns over it should be a nice little boost of revenue growth.

And how many properties are still subject to rent control?

In California, I mean I'd say there's about 2000 to 3000 sites in California that are affected by rent control. Now rent control is done at a municipal level so not every rent control ordinance is the same, what we have done over the last, I'd hate to say but over the last 10 years is focus on those rent control ordinance that had the most confiscatory type of provisions that prohibited us from marking to market at anytime, in fact transferring the value of our land to home owners. We've succeeded in getting a settlement in Santa Cruz, California that allows us to go to market on turn over, and I just discussed the recent success in contempt we're allowed to go to market and turnover with the complete phase out in 10 years. So, the effort has born fruit for this company. And I think, we're pleased with the results so far.

And again on California, any expected negative impact of the budget crisis. I know they've just recently passed their budget but any lingering effects?

We actually think California is a place, where our product is just so attractive from an affordability standpoint that we're somewhat insulated to the disruptions. Especially given some of our real estate locations, we're in some of the highest cost areas in California. So even though the house price may have gone from 800,000 to 500,000 or 500,000 to 300,000, when we're able to put a brand new home-in for $50,000. We offer a pretty attractive alternative in those housing location. On the resort side of the business, again I think we offer very attractive seasonal or weekend housing for anybody trying to get out of the major metropolitan areas. And as the state of California starts to evaluate whether or not they can afford to keep their state camp grounds open, I think that just creates a net benefit to private operators that may be in that space. So we're somewhat insulated from the broader impacts, I would say.

Okay. Thank you.

(Operator Instructions). There is no further question in the queue. I would now like to turn the call back over to Tom Heneghan, our CEO for closing remarks. You may proceed.

Well, thanks everyone for joining us on our call. As always, if you have some follow-up questions, please call Mike Berman. And we look forward to updating you in the third quarter. Take care. Bye.

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a great day.