##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to          .   Commission
    file number 1-10272
 Archstone-Smith Operating
    Trust
 (Exact name of Registrant as
    Specified in Its Charter)
  MARYLAND

74-6056896(State or other jurisdiction
    of
    incorporation or organization)

(IRS employer
    identification no.)   9200 E. Panorama Circle, Suite 400
 Englewood, Colorado 80112
 (Address of principal executive
    office)
  (303) 708-5959
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 Class A-1
    Common Units
 (Title of Class)
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
  A-1 Class A-1
  Class A-1
  DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 



Table of
    Contents
  
  Item

Description

PagePART IGlossary


31.


Business


7The Company


72005
    Accomplishments


8Investment
    Strategy


9Customer-focused
    Operations


10Conservative
    Balance Sheet Management


13Management


14Officers of the
    Operating Trust


14Employees


16Insurance


16Competition


16Available
    Information and Code of Ethics


161A.


Risk Factors


171B.


Unresolved Staff
    Comments


202.


Properties


21Geographic
    Distribution


21Real Estate
    Portfolio


223.


Legal
    Proceedings


244.


Submission of
    Matters to a Vote of Security Holders


25PART II5.


Market for the
    Registrants Common Equity and Related Stockholder
    Matters


256.


Selected Financial
    Data


277.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


29Results of
    Operations


29Liquidity and
    Capital Resources


37Litigation and
    Contingencies


40Critical Accounting
    Policies


40Off Balance Sheet
    Arrangements


42Contractual
    Commitments


43New Accounting
    Pronouncements


437A.


Quantitative and
    Qualitative Disclosures About Market Risk


448.


Financial
    Statements and Supplementary Data


479.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


479A.


Controls and
    Procedures


47Managements
    Report on Internal Control Over Financial Reporting


479B.


Other
    Information


48PART III10.


Trustees and
    Executive Officers of the Registrant


4811.


Executive
    Compensation


4812.


Security Ownership
    of Certain Beneficial Owners and Management


4813.


Certain
    Relationships and Related Transactions


4914.


Principal
    Accounting Fees and Services


49PART IV15.


Exhibits, Financial
    Statement Schedules


50Computation of Ratio of Earnings to Fixed ChargesComputation of Ratio of Earnings to Combined Fixed ChargesConsent of Independent Registered Public Accounting FirmSubsidiaries of Archstone-SmithCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




---



##### Table of Contents



GLOSSARY    Abbreviation, Acronym or Defined
    Term

Definition/DescriptionA-1 Common Unitholders

Holders of
    A-1 Common
    Units.A-1 Common Units

Operating
    Trust Class A-1
    Common Units and any
    class B-1
    Common Units of beneficial interest, which are redeemable for
    cash, or at the option of Archstone-Smith,
    A-2 Common
    Units. A-1
    Common Units are the only common units of the Operating Trust
    not held by Archstone-Smith and represent a minority interest of
    approximately 13.8% in the Operating Trust at December 31,
    2005.A-2 Common Units

Class A-2
    Common Units of beneficial interest. Archstone-Smith is the sole
    holder of
    A-2 Common
    Units, which represent approximately an 86.2% interest in the
    Operating Trust at December 31, 2005.ADA

Americans with Disabilities Act.Ameriton

AMERITON Properties Incorporated,
    which is a taxable REIT subsidiary that engages in the
    opportunistic acquisition, development and eventual disposition
    of real estate with a shorter-term investment horizon.Annual Report

This Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission for the fiscal
    year ended December 31, 2005.Archstone-Smith

Archstone-Smith Trust, sole holder
    of the A-2
    Common Units and sole trustee.Board

Collectively, refers to
    Archstone-Smiths Board of Trustees or to Archstone-Smith,
    our sole trustee, unless the context otherwise requires.CES

Consolidated Engineering Services,
    Inc. was a taxable REIT subsidiary in the business of delivering
    mission critical facilities management services for corporate,
    government and institutional customers. CES was sold to a third
    party in December 2002 for $178 million.Common Share(s)

Archstone-Smith common shares of
    beneficial interest, par value $0.01 per share.Common Unit(s)

For periods prior to the Smith
    Merger and reorganization into an UPREIT, Archstones
    common shares of beneficial interest are referred to as Common
    Units.Convertible Preferred Units

Collectively, the Series A,
    H, J, K and L Preferred Units.Declaration of Trust

The Operating Trusts
    Articles of Amendment and Restatement, as filed with the State
    of Maryland on October 26, 2001, as amended and
    supplemented.DEU

Dividend Equivalent Unit; an
    amount credited to the account of holders of certain options and
    RSUs under Archstone-Smiths long-term incentive plan.Distributions

Refers to dividends paid by
    Archstone on either Archstone common or preferred shares of
    beneficial interest paid prior to the UPREIT reorganization and
    Smith Merger. Subsequent to the Smith Merger, refers to
    distributions paid on operating Trust Common Units or Preferred
    Units.FASB

Financial Accounting Standards
    Board.FHA

Fair Housing Act. 3




---



##### Table of Contents



Abbreviation, Acronym or Defined
    Term

Definition/DescriptionGAAP

Generally accepted accounting
    principles in the United States.Independent Trustees

Members of the Board meeting the
    NYSE definition of Independent Director.In Planning

Parcels of land owned or Under
    Control, which are in the development planning process, upon
    which construction of apartments is expected to commence within
    36 months.IRR

Internal rate of return. IRRs on
    sold communities refer to the unleveraged internal rate of
    return calculated by the company considering the timing and
    amounts of NOI during the period owned by the company, the net
    sales proceeds and the average undepreciated capital cost of the
    community during the ownership period, all calculated in
    accordance with GAAP. The IRR calculations do not include
    allocations for corporate general and administrative expenses,
    interest expense or other indirect operating expenses.
    Therefore, an IRR calculation is not a substitute for net
    earnings as a measure of our performance. Management believes
    that IRRs are an important indicator of the value created during
    the ownership period. Historical IRRs are not necessarily
    indicative of IRRs that will be produced in the future. The
    companys methodology for calculating IRRs may not be
    consistent with the methodology used by other companies.Lease-Up

The phase during which newly
    constructed apartment units are being leased for the first time,
    but prior to the community becoming Stabilized.LIBOR

London Interbank Offered Rate.Long-Term Unsecured Debt

Collectively, the Operating
    Trusts long-term unsecured senior notes payable and
    unsecured tax-exempt bonds.NAREIT

National Association of Real
    Estate Investment Trusts.Net Operating Income or NOI

Represents rental revenues less
    rental expenses and real estate taxes. We rely on NOI for
    purposes of making decisions about resource allocations and
    assessing segment performance. We also believe NOI is a valuable
    means of comparing
    period-to-period
    property performance. See a reconciliation of NOI to Earnings
    from Operations in this Annual Report in Item 7.
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations  Property-level
    operating results.NYSE

New York Stock Exchange.Oakwood or
    Oakwood Worldwide. . .

The terms used in reference to a
    group of partnerships coordinated by a common sponsor who sold a
    group of apartment communities to the company in 2005.Oakwood Master Leases

Refers to thirteen communities
    acquired from Oakwood and one community we previously owned and
    operated that were leased in their entirety to an affiliate of
    Oakwood Worldwide under master lease agreements with seven year
    terms, subject to Oakwoods right to terminate individual
    leases under certain circumstances after the one year
    anniversary of the acquisition.Operating Trust

Archstone-Smith Operating Trust.Preferred Units or Perpetual
    Preferred Units

The Series I Preferred Units. 4




---



##### Table of Contents



Abbreviation, Acronym or Defined
    Term

Definition/DescriptionREIT

Real estate investment trust. This
    term is also used to refer to the consolidated subsidiaries of
    Archstone-Smith, but excluding taxable subsidiaries unless the
    context indicates otherwise.Restricted Share Unit or RSU

A unit representing an interest in
    one Common Unit, subject to certain vesting provisions, through
    our long-term incentive plan.Same-Store

Term used to refer to a group of
    operating communities in the United States that had attained
    stabilization and were fully operating during the entire time
    two periods are being compared. Excludes communities which were
    not eligible for inclusion due to (i) recent
    acquisition or development, (ii) major redevelopment, or
    (iii) a significant number of non-operational units (fires,
    floods, etc.). Also excludes the Ameriton properties due to
    their short-term holding periods.Series A Preferred Units

Operating Trust Series A
    Cumulative Preferred Units of Beneficial Interest, par value
    $0.01 per unit which were redeemed in full in November 2003.Series B Preferred Units

Operating Trust Series B
    Cumulative Perpetual Preferred Units of Beneficial Interest, par
    value $0.01 per unit, which were redeemed in full in May
    2001.Series C Preferred Units

Operating Trust Series C
    Cumulative Perpetual Preferred Units of Beneficial Interest, par
    value $0.01 per unit, which were redeemed in full in August
    2002.Series D Preferred Units

Operating Trust Series D
    Cumulative Perpetual Preferred Units of Beneficial Interest, par
    value $0.01 per unit, which were redeemed in full in August
    2004.Series E Perpetual Preferred
    Units

8.375% Cumulative Perpetual
    Preferred Units, which were redeemed in full in February 2005.Series F Perpetual Preferred
    Units

8.125% Cumulative Perpetual
    Preferred Units, which were redeemed in full in September 2004.Series G Perpetual Preferred
    Units

8.625% Cumulative Perpetual
    Preferred Units, which were redeemed in full in March 2005.Series H Preferred Units

Operating Trust Series H
    Cumulative Convertible Perpetual Preferred Units of Beneficial
    Interest, par value $0.01 per unit, which were converted
    into Common Units in full in May 2003.Series I Preferred Units

Operating Trust Series I
    Cumulative Perpetual Preferred Units of Beneficial Interest, par
    value $100,000 per unit, redeemable in February 2028.Series J Preferred Units

Operating Trust Series J
    Cumulative Convertible Perpetual Preferred Units of Beneficial
    Interest, par value $0.01 per unit, which were converted
    into Common Units in full in July 2002.Series K Preferred Units

Operating Trust Series K
    Cumulative Convertible Perpetual Preferred Units of Beneficial
    Interest, par value $0.01 per unit, which were converted
    into Common Units in September 2004.Series L Preferred Units

Operating Trust Series L
    Cumulative Convertible Perpetual Preferred Units of Beneficial
    Interest, par value $0.01 per unit, which were converted
    into Common Units in December 2004. 5




---



##### Table of Contents



Abbreviation, Acronym or Defined
    Term

Definition/DescriptionSeries M Preferred Unit

Operating Trust Series M
    Preferred Unit of Beneficial Interest, par value $0.01 per
    unit.Series N-1 Preferred Units

Operating
    Trust Series N-1
    Convertible Redeemable Preferred Units of Beneficial Interest,
    par value $0.01 per unit.Series N-2 Preferred Units

Operating
    Trust Series N-2
    Convertible Redeemable Preferred Units of Beneficial Interest,
    par value $0.01 per unit.SMC

Smith Management Construction,
    Inc. was a taxable REIT subsidiary in the business of providing
    construction management and building maintenance services. SMC
    was sold to members of its senior management in February 2003.Smith Merger

The series of merger transactions
    in October 2001 whereby Archstone-Smith merged with Smith
    Residential and Archstone Communities Trust merged with Smith
    Partnership.Smith Partnership

Charles E. Smith Residential
    Realty L.P.Smith Residential

Charles E. Smith Residential
    Realty, Inc.SFAS

Statement of Financial Accounting
    Standards.Stabilized or Stabilization

The classification assigned to an
    apartment community that has achieved 93% occupancy, and for
    which development, new management and new marketing programs (or
    development and marketing in the case of a newly developed
    community) have been completed.Total Expected Investment

For development communities,
    represents the total expected investment at completion; for
    operating communities, represents the total expected investment
    plus planned capital expenditures.Trustees

Members of the Board of Trustees
    of Archstone-Smith.Under Control

Land parcels which we do not own,
    yet have an exclusive right (through contingent contract or
    letter of intent) during a contractually agreed upon time period
    to acquire for the future development of apartment communities,
    subject to approval of contingencies during the due diligence
    processUPREIT

Umbrella Partnership Real Estate
    Investment Trust.  6




---



##### Table of Contents



Forward-Looking
    Statements
  Certain statements in this Annual Report that are not
    historical facts are forward-looking statements as
    that term is defined under the Private Securities Litigation
    Reform Act of 1995. These forward-looking statements are based
    on our current expectations, beliefs, assumptions, estimates and
    projections about the industry and markets in which we operate.
    Words such as expects, anticipates,
    intends, plans, believes,
    seeks, estimates and variations of such
    words and similar expressions are intended to identify such
    forward-looking statements. Information concerning expected
    investment balances, expected funding sources, planned
    investments, forecasted dates and revenue and expense growth
    assumptions are examples of forward-looking statements. These
    statements are not guarantees of future performance and involve
    certain risks, uncertainties and assumptions, which are
    difficult to predict and many of which are beyond our control.
    Therefore, actual outcomes and results may differ materially
    from what is expressed, forecasted or implied in such
    forward-looking statements. We undertake no obligation to update
    publicly any forward-looking statements, whether as a result of
    new information, future events or otherwise, except as required
    by applicable law.
  Our operating results depend primarily on income from
    apartment communities, which is substantially influenced by
    supply and demand for apartment units, operating expense levels,
    property level operations and the pace and price at which we
    develop, acquire or dispose of apartment communities. Capital
    and credit market conditions, which affect our cost of capital,
    also influence operating results. See Risk Factors
    in Item 1 of this Annual Report for a complete discussion
    of the various risk factors that could affect our future
    performance.
 PART I  Item 1.
    Business  tm
    Washington, D.C. Metropolitan
    Area


36.6
%Southern California


24.9San Francisco Bay Area,
    California


8.2New York City Metropolitan Area


6.8Boston, Massachusetts


4.7Chicago, Illinois


4.3Southeast Florida


4.0Seattle, Washington


3.9Total


93.4
%  The
    Company   7




---



##### Table of Contents




    Acquiring, developing, redeveloping and operating apartments in
    our core markets, which are characterized by: protected
    locations with limited land for new housing construction,
    expensive single-family home prices, and a strong, diversified
    economic base with significant employment growth potential;
    Generating long-term sustainable growth in operating cash flow;
    Increasing our Common Unit distribution, as we have done for the
    last 15 consecutive years;
    Recruiting, training and retaining people whom we believe are
    the best and brightest in the apartment business;
    Building the dominant operating platform in the apartment
    industry, to produce an operating franchise that we believe is
    more efficient, more profitable and difficult to replicate. We
    do this by investing in technology to improve our operations and
    customer service delivery, strengthen our brand position and
    solidify our reputation for operational leadership; and
    Managing our invested capital through the selective sale of
    apartment communities in non-core locations and redeploying the
    proceeds to fund investments with higher anticipated growth
    prospects in outstanding locations in our core markets. 2005
    Accomplishments  
    We produced Same-Store revenue growth of 3.7% for the full year
    of 2005. The fourth quarter of 2005 was the seventh consecutive
    quarter of improving top-line revenue growth.
    We reported Same-Store NOI outperformed our peer average by 970
    basis points for the period from January 1, 2001 through
    December 31, 2005.(1)
    We completed the acquisition of a $1.5 billion portfolio
    from Oakwood Worldwide, comprising 35 communities and
    representing 12,696 units, significantly strengthening our
    dominant ownership presence in many of our core markets,
    including Southern California, the San Francisco Bay Area
    and the Washington, D.C. Metropolitan Area.
    In 2005 and through the first quarter of 2006, we significantly
    enhanced our presence in Manhattan through the acquisition of
    three high-rise apartment communities, totaling
    $624.6 million and 1,038 units. We also started
    construction on The Mosaic, a
    627-unit
    joint venture community and our first development in Manhattan.
    At year-end 2005, our committed total expected investment in the
    New York City Metropolitan Area, including joint venture
    developments, totaled $1.2 billion.
    In December 2005, we completed our first acquisition in Europe
    with the purchase of an 11-building,
    822-unit
    portfolio concentrated in Mannheim, Germany, for
    $44.5 million. We believe acquiring and operating these
    assets will help us research and understand this new market and
    help establish relationships with key market participants.
    In September 2005, we completed the successful sale of
    12.1 million common units, representing $500 million
    in gross proceeds. This equity offering, together with
    ourincremental debt capacity, provides the financial flexibility
    to fund the completion of our $2.8 billion development
    pipeline.     8




---



##### Table of Contents




    We completed the roll-out of MRI, a web-based, customer-centric
    property management system, to our national portfolio. MRI
    automates virtually all of our daily
    on-site
    leasing and reporting tasks, allows our site teams to better
    track service requests from our customers, manage customer
    records and execute leases more
    efficiently  which we believe enhances our
    customers experience with us. MRI provides a seamless
    online interface with our customers via resident-only web sites,
    allowing customers 24/7 access to complete new and renewed
    leases, pay rent online, submit and track service requests and
    more.
    Archstone-Smith was recognized as one of the Top 50 Employers
    for Minorities by Fortune magazine in 2005.
    Forbes magazine ranked Archstone-Smith at 991 on the Forbes 2000
    List for 2005, the magazines comprehensive ranking of the
    worlds largest corporations.
    We increased our 2006 annualized common unit distribution level
    to $1.74, or $0.435 per quarter. This marks our
    15th consecutive annual common unit distribution increase
    and a total increase of 172% since 1991. Our first quarter 2006
    common unit distribution was paid in February 2006, representing
    our 122nd consecutive quarterly payment. Investment
    Strategy  Capital
    Recycling Program
    Focus
    on core markets
          Acquisition
    of the Oakwood Portfolio
   9




---



##### Table of Contents



Developments
        Ameriton
         Customer-focused
    Operations   10




---



##### Table of Contents



Powerful
    brands
  tm
  tm
  Investing
    in technology
  Web-based property management system. 1-day
  Revenue management.
  on-site
  Resident web sites.
  Online Lease.
   11




---



##### Table of Contents



Internet marketing and lead
    management. cost-per-lead
    Driving
    renewals and referrals
        day-to-day
    Investing
    in our associates
    Associate engagement.
 12




---



##### Table of Contents



Incentive-based compensation.
  Developing our leaders. on-site
 Conservative
    Balance Sheet Management  A-1
     13




---



##### Table of Contents



% of Total MarketYear

Total


Capitalization(1)2006

$
92.5



0.6
%2007


552.6



3.5
%2008


551.5



3.5
%2009


458.8



2.9
%2010


350.9



2.2
%Thereafter


2,932.5



18.8
%Total

$
4,938.8



31.5
%     (1)
    
    Total market capitalization as of December 31, 2005,
    represents the market capitalization based on the closing unit
    price on the last trading day of the period for our publicly
    traded securities, units and the liquidation value for private
    securities as well as the book value of total debt.  Consistent distribution growth.
 Management   Officers
    of the Operating Trust    Name

TitleR. Scot Sellers*


Chairman and Chief Executive
    OfficerJ. Lindsay Freeman*


Chief Operating OfficerCharles E. Mueller, Jr*


Chief Financial OfficerAlfred G. Neely*


Chief Development Officer and
    President  Charles E.
    Smith Residential DivisionDana K. Hamilton


Managing
    Director  EuropeCaroline Brower


General Counsel and SecretaryDaniel E. Amedro


Chief Information OfficerMark A. Schumacher*


Chief Accounting Officer     *
    
    Executive Officer  Biographies
    of Senior Officers
  R. Scot Sellers  49
 14




---



##### Table of Contents



J. Lindsay Freeman  60
  Charles E.
    Mueller, Jr.  42 
  Alfred G. Neely  60 1,100-acre
  Dana K. Hamilton  37
  Caroline Brower  57
  Daniel E. Amedro  49 Spirit
 15




---



##### Table of Contents



Mark A. Schumacher  47
 Employees   Insurance   Competition   Available
    Information and Code of Ethics  http://www.archstonesmith.com.
 16




---



##### Table of Contents



Regulation S-K,
  Item 1A.
    Risk
    Factors    We
    have restrictions on the sale of certain
    properties.
    A-1
  We
    depend on our key personnel.
    Debt
    financing could adversely affect our performance.
     17




---



##### Table of Contents



Archstone-Smith
    may not have access to equity capital.
    We
    could be subject to acts of terrorism.
    We are
    subject to risks inherent in ownership of real
    estate.
    We are
    subject to risks inherent in real estate
    development.
    Real
    estate investments are relatively illiquid and we may not be
    able to recover our investments.
   18




---



##### Table of Contents



Compliance
    with laws and regulatory requirements may be
    costly.
    Costs
    associated with moisture infiltration and resulting mold
    remediation may be costly.
    Changes
    in laws may result in increased cost.
    Archstone-Smiths
    failure to qualify as a REIT would have adverse
    consequences.
    We
    intend to qualify as a partnership, but we cannot guarantee that
    we will qualify.
   19




---



##### Table of Contents



We are
    subject to losses that may not be covered by
    insurance.
    We
    have a concentration of investments in certain
    markets.
    Our
    business is subject to extensive competition.
    Item 1B.
    Unresolved
    Staff Comments   20




---



##### Table of Contents



Item 2.
    Properties Geographic
    Distribution    Washington, D.C. Metropolitan
    Area


36.6
%Southern California


24.9San Francisco Bay Area,
    California


8.2New York City Metropolitan Area


6.8Boston, Massachusetts


4.7Chicago, Illinois


4.3Southeast Florida


4.0Seattle, Washington


3.9Total


93.4
%     Total Portfolio(1)2005


2004


2003Core MarketsWashington, D.C. Metropolitan
    Area


36.6
%


39.4
%


40.0
%Southern California


24.9



18.9



15.2San Francisco Bay Area,
    California


8.2



8.2



9.8New York City Metropolitan Area


6.8



4.9



2.5Boston, Massachusetts


4.7



4.7



5.0Chicago, Illinois


4.3



6.1



7.6Southeast Florida


4.0



4.7



4.2Seattle, Washington


3.9



3.1



3.3Total Core Markets


93.4
%


90.0
%


87.6
%Non-Core Markets(2)Houston, Texas


1.3
%


1.5
%


1.4
%Denver, Colorado


1.1



1.9



2.2Atlanta, Georgia






2.3



2.5Raleigh, North Carolina






1.1



1.1Other


4.2



3.2



5.2Total Non-Core
    Markets


6.6
%


10
%


12.4
%Total All Markets


100
%


100
%


100
%     (1)
    
    Based on NOI for the fourth quarter of each calendar year,
    excluding NOI from communities disposed of during the period.
    See Item 7 under the caption Property-level
    operating resultsfor a discussion on why we believe
    NOI is a meaningful measure and a reconciliation of NOI to
    Earnings from Operations.(2)
    
    Markets that represent 1.0% or less of NOI are included in Other. 21




---



##### Table of Contents



Real
    Estate Portfolio    Number of


Number of


Operating Trust


PercentageCommunities


Units


Investment


Leased(1)OPERATING APARTMENT
    COMMUNITIES:Garden Communities:Atlanta, Georgia


2



488


$
43,226



98.6
%Austin, Texas


1



400



21,444



96.5
%Baton Rouge, Louisiana


1



312



13,493



99.0
%Boston, Massachusetts


7



1,524



315,846



97.8
%Chicago, Illinois


1



125



14,645



96.0
%Dallas, Texas


6



1,672



109,023



97.1
%Denver, Colorado


5



1,369



129,191



97.2
%Detroit, Michigan


1



396



26,232



91.9
%El Paso, Texas


1



379



13,257



94.2
%Houston, Texas


3



1,651



101,764



98.1
%Inland Empire, California


3



1,298



81,955



97.5
%Los Angeles County, California


19



7,136



1,301,765



97.5
%Orange County, California


8



2,063



260,758



97.8
%Orlando, Florida


1



312



21,993



97.4
%Phoenix, Arizona


4



2,436



110,659



94.2
%Portland, Oregon


1



228



13,848



97.4
%Sacramento, California


1



301



19,154



92.4
%San Diego, California


8



2,803



354,473



97.2
%San Francisco Bay Area,
    California


16



5,851



877,454



97.5
%Seattle, Washington


10



3,600



317,969



95.7
%Southeast Florida


9



3,038



369,021



98.5
%Stamford, Connecticut


1



160



36,678



99.4
%Ventura County, California


4



1,018



156,735



96.3
%Washington, D.C. Metropolitan
    Area


19



8,536



1,150,323



96.3
%Garden Community Subtotal/Average


132



47,096


$
5,860,906



96.9
% 22




---



##### Table of Contents



Number of


Number of


Operating Trust


PercentageCommunities


Units


Investment


Leased(1)High-Rise Properties:Boston, Massachusetts


4



787


$
217,111



98.1
%Chicago, Illinois


5



2,872



482,348



95.0
%Los Angeles County, California(2)


3



1,073



219,844



68.4
%Minneapolis, Minnesota


2



371



34,132



93.3
%New York City Metropolitan Area


5



1,550



741,334



98.7
%Portland, Oregon


1



156



22,406



96.8
%San Diego, California


1



387



43,315



97.9
%San Francisco Bay Area,
    California


1



444



96,652



88.7
%Seattle, Washington


2



338



62,337



N/AWashington, D.C. Metropolitan
    Area


34



11,413



2,139,332



97.5
%High-Rise Subtotal/Average


58



19,391


$
4,058,811



95.3
%Germany


11



822



44,457



95.6
%FHA/ADA Settlement Capital Accrual









$
47,198Operating Apartment Communities
    Subtotal/ Average


201



67,309


$
10,011,372



96.4
%APARTMENT COMMUNITIES UNDER
    CONSTRUCTION:Garden Communities:Boston, Massachusetts


1



204


$
26,392



N/ALong Island, New York


1



396



82,105



74.2
%Los Angeles County, California


3



1,002



238,577



N/AGarden Community Subtotal/Average


5



1,602


$
347,074



N/AHigh-Rise Properties:Boston, Massachusetts


2



846


$
159,469



N/AWashington, D.C. Metropolitan
    Area


1



306



69,088



N/AHigh Rise Property Subtotal/Average


3



1,152


$
228,557



N/AApartment Communities Under
    Construction Subtotal/Average


8



2,754


$
575,631



N/AAPARTMENT COMMUNITIES IN
    PLANNING AND OWNED:Garden Communities:









$
High-Rise
    Communities:


2



585



24,365Total Apartment Communities In
    Planning and Owned Subtotal/Average


2



585


$
24,365Total Apartment Communities Owned
    at December 31, 2005


211



70,648


$
10,611,368OTHER REAL ESTATE
    ASSETS(3)









$
55,627 23




---



##### Table of Contents



Number of


Number of


Operating Trust


PercentageCommunities


Units


Investment


Leased(1)AMERITON PORTFOLIO:Operating Apartment Communities


9



2,978


$
367,962Apartment Communities Under
    Construction and In Planning(4)


14



4,511



196,749Other Real Estate Assets










127,558Subtotal/Average


23



7,489



692,269Total Real Estate Owned at
    December 31, 2005


234



78,137


$
11,359,264     (1)
    
    Represents the percentage leased as of December 31, 2005.
    For communities in Lease-Up, the percentage leased is based on
    leased units divided by total number of units in the community
    (completed and under construction) as of December 31, 2005.
    The N/A for the Seattle market in the High-Rise
    operating community section indicates that the market is
    entirely comprised of Oakwood Master Lease communities. Oakwood
    Master Leased communities have been excluded from the Percentage
    Leased calculation for other markets that have both Oakwood
    Master Leased communities and communities with traditional
    resident leases. A N/A indicates markets with
    communities under construction where Lease-Up has not yet
    commenced.(2)
    
    Includes a 623 unit community which is undergoing
    redevelopment whose occupancy was 50.4% during the period
    indicated.(3)
    
    Includes land that is not In Planning and other real estate
    assets.(4)
    
    As of December 31, 2005, we had one investment representing
    83 units classified as In Planning and Under Control. Our
    actual investment in these communities was $145,000, which is
    reflected in the Other assets caption of our Balance
    Sheet.  Item 3.
    Legal
    Proceedings       24




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for the Registrants Common Equity and Related Stockholder
    Matters    2005


2004Per Common Unit(1):Ordinary income

$
1.12


$
1.24Capital gains


0.61



1.48Total

$
1.73


$
2.72     2005


2004Per Series D Preferred
    Unit(2):Ordinary income

$



$
0.60Capital gains






0.71Total

$



$
1.31   2005


2004Per Series H, K, L Preferred
    Unit(3):Ordinary income

$



$
1.55Capital gains






1.85Total

$



$
3.40   2005


2004Per Series I Preferred
    Unit(4):Ordinary income

$
4,959


$
3,501Capital gains


2,701



4,159Total

$
7,660


$
7,660     (1)
    
    Includes $1.00 per unit special distribution paid in 2004.(2)
    
    The Series D Preferred Units were redeemed in full plus
    accrued distributions during August 2004.(3)
    
    The Series H, K and L Preferred Units were converted into
    Common Units during May 2003, September 2004 and December 2004,
    respectively. The distribution paid on the Series H, K and
    L Preferred Units prior to conversion was $1.27 per unit,
    $2.55 per unit and $3.40 per unit, respectively. The
    taxability of which is proportionate to the amounts listed in
    the table above. 25




---



##### Table of Contents



(4)
    
    The Series I Preferred Units have a par value of
    $100,000 per unit.    A-1
  A-1 A-2
  Total Number


Maximumof Units


ApproximatePurchased as


Dollar Value ThatNumber of





Part of Publicly


May yet BeUnits


Average Price


Announced


Purchased UnderPeriod

Purchased


Paid per Unit


Plan


the Plan1/1/05 - 1/31/05


82,249


$
35.52






$
2/1/05 - 2/28/05














3/1/05 - 3/31/05


12,538



34.88







4/1/05 - 4/30/05


35,242



35.87







5/1/05 - 5/31/05


32,500



36.82







6/1/05 - 6/30/05


39,391



38.02







7/1/05 - 7/31/05


75,136



41.17







8/1/05 - 8/31/05


79,607



40.03







9/1/05 - 9/30/05


10,182



40.25







10/1/05 - 10/31/05


6,848



39.39







11/1/05 - 11/30/05


64,354



40.38







12/1/05 - 12/31/05


59,500



42.34



Total


497,547











  26




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Years Ended
    December 31,2005


2004


2003


2002


2001Operations
    Summary(1)(2):Total revenues(3)

$
946,902


$
743,610


$
664,438


$
631,740


$
406,481Property operating expenses
    (rental expenses and real estate taxes)


300,289



244,533



208,237



206,651



121,132Net operating income(4)


590,583



479,869



436,867



415,627



273,444Depreciation on real estate
    investments


216,378



170,535



135,124



121,193



73,839Interest expense


187,982



144,500



121,671



123,506



56,332General and administrative expense


58,604



55,479



49,838



45,710



27,434Earnings from operations


134,378



116,701



114,244



117,336



95,723Gains on dispositions of
    depreciated real estate, net(5)














35,950



108,748Income from unconsolidated entities


22,432



17,902



5,745



53,602



10,998Net earnings from discontinued
    operations(6)


515,887



449,398



374,202



155,052



57,927Preferred Unit distributions


4,572



16,254



26,153



34,309



25,877Net earnings attributable to
    Common Units(4): Basic


696,932



596,369



468,038



322,416



239,697 Diluted


696,932



600,124



480,910



322,416



250,917Common Unit distributions


397,466



603,553



277,035



347,971



255,938Per Unit Data:Net earnings attributable to
    Common Units:  Basic

$
3.01


$
2.71


$
2.20


$
1.59


$
1.78  Diluted


3.00



2.69



2.18



1.58



1.77Common Unit cash distributions
    paid(7)


1.73



2.72



1.71



1.70



1.64Cash distributions paid per unit:Series A Preferred Unit(8)










2.11



2.29



2.21Series B Preferred Unit(9)


















0.79Series C Preferred Unit(10)














1.38



2.16Series D Preferred Unit(11)






1.31



2.19



2.19



2.19Series E Preferred Unit(12)


2.09



2.09



2.09



0.70



Series F Preferred Unit(12)






1.50



2.03



0.68



Series G Preferred Unit(12)


2.16



2.16



2.16



0.72



Series H, J, K and L
    Preferred Units(13)










3.38



3.36



Series I Preferred
    Unit(13)(14)


7,660.00



7,660.00



7,660.00



7,660.00



Weighted average Common Units
    outstanding: Basic


231,642



220,053



212,288



202,781



134,589 Diluted


232,608



223,187



220,758



203,804



142,090     (1)
    
    Includes Ameriton for all years presented. 27




---



##### Table of Contents



(2)
    
    Net earnings from discontinued operations have been reclassified
    to reflect communities classified as discontinued operations as
    of December 31, 2005 for all years presented.(3)
    
    Annual revenues and other income, inclusive of discontinued
    operations, for 2005, 2004, 2003, 2002 and 2001 were
    $1.1 billion, $1.0 billion, $1.0 billion,
    $1.0 billion and $0.7 billion, respectively.(4)
    
    Defined as rental revenues less rental expenses and real estate
    taxes. We believe that net earnings attributable to Common Units
    and NOI are the most relevant measures of our operating
    performance and allow investors to evaluate our business against
    our industry peers and against all publicly traded companies as
    a whole. We rely on NOI for purposes of making decisions about
    resource allocations and assessing segment performance. We also
    believe NOI is a valuable means of comparing
    period-to-period
    property performance. See Item 7 of this Annual Report
    under Results of Operationsfor a reconciliation of NOI
    to Earnings from Operations, and to obtain the required
    information to recalculate NOI from continuing operations.(5)
    
    Gains on the disposition of real estate investments classified
    as held for sale after January 1, 2002 are included in
    discontinued operations.(6)
    
    Represents property-specific components of net earnings and
    gains/losses on the disposition of real estate classified as
    held for sale subsequent to January 1, 2002.(7)
    
    Includes a $1.00 per unit special distribution issued to
    our Common Unitholders in December 2004.(8)
    
    The Series A Preferred Units were called for redemption
    during October 2003; of the 2.9 million Preferred Units
    outstanding, 2.8 million were converted to Common Units and
    the remaining were redeemed.(9)
    
    All of the outstanding Series B Preferred Units were
    redeemed on May 2001. During 2001, cash distributions of
    $0.79 per unit were paid for the period prior to the
    redemption.(10)
    
    All of the outstanding Series C Preferred Units were
    redeemed at liquidation value plus accrued distributions in
    August 2002.(11)
    
    All of the outstanding Series D Preferred Units were
    redeemed at liquidation value plus accrued distributions in
    August 2004.(12)
    
    In August 2002 the DownREIT Perpetual Preferred Units were
    converted into Operating Trust Perpetual Preferred Units.
    The company redeemed the Series F Preferred Units in
    September 2004, In August and November 2004, 520,000 and 400,000
    Series E Perpetual Preferred Units were redeemed at
    liquidation value, respectively, plus accrued distributions. In
    February 2005, the remaining 200,000 Series E Preferred
    Units were redeemed at liquidation value plus accrued
    distributions. In March 2005, 600,000 Series G Preferred
    Units were redeemed at liquidation value plus accrued
    distributions.(13)
    
    The Series L Preferred Units were converted into Common
    Units during December 2004 and the distribution paid during 2004
    prior to conversion was $3.40 per unit. In September 2004,
    the Series K Preferred Units were converted into Common
    Units and the distribution paid during 2004 prior to conversion
    was $2.55 per unit. The Series H Preferred Units were
    converted into Common Units during May 2003 and the distribution
    paid during 2003 prior to conversion was $1.27 per unit. In
    July 2002, Series J Preferred Units were converted into
    Common Units. During the fourth quarter 2001, we paid
    approximately $5.8 million of distributions on the
    Series H, I, J, K and L Preferred Units that were
    declared by Smith Residential prior to the Smith Merger.(14)
    
    Series I Preferred Units have a par value of
    $100,000 per unit.  28




---



##### Table of Contents



Years Ended
    December 31,2005


2004


2003


2002


2001Financial Position:Real estate owned, at cost

$
10,893,008


$
8,808,902


$
8,660,251


$
9,037,503


$
8,366,843Real estate held for sale(1)


466,256



412,136



338,929



260,232



245,370Investments in and advances to
    unconsolidated entities


132,728



111,481



86,367



116,594



240,719Total assets


11,467,178



9,066,054



8,921,695



9,096,026



8,700,722Unsecured credit facilities


394,578



19,000



103,790



365,578



188,589Long-Term Unsecured Debt


2,545,119



2,099,132



1,871,965



1,776,103



1,333,890Total liabilities


5,698,388



4,474,768



4,184,592



4,704,299



4,305,117Other Common Unitholders
    interest (at redemption value)


1,420,491



885,400



707,924



579,598



669,502Preferred Units


50,000



69,522



210,120



355,221



374,114Total unitholders equity


4,348,299



3,703,826



4,017,669



3,799,141



3,631,518Number of Common Units outstanding


246,324



222,694



220,063



205,328



199,973   Years Ended
    December 31,2005


2004


2003


2002


2001Other Data:Net cash flows provided by (used
    in):Operating activities

$
378,036


$
369,772


$
343,696


$
392,043


$
332,153Investing activities


(935,584
)


552,388



428,166



(137,401
)


387,694Financing activities


367,931



(724,135
)


(779,478
)


(248,823
)


(721,897
)     (1)
    
    Previous years have been restated to include assets that were
    classified as held for sale as of December 31, 2005.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Results
    of Operations  Executive
    Summary
  Form 10-K,
 29




---



##### Table of Contents



Capital
    Redeployment
  
   (1)
    
    Based on Total Expected Investment(2)
    
    Please refer to the Consolidated Statements of Cash Flows in
    Item 15 of this Annual Report for a reconciliation of
    disposition proceeds to cash flow from investing activities.    Diluted
    Earnings Per Share
  
     
    Our Same-Store NOI growth has improved by 520 basis points
    from 2004 to growth of 3.6% in 2005 as compared to 2004. We
    believe the improvement in our Same-Store performance has
    resulted from both strengthening fundamentals in our core
    markets as well as benefits from the significant investments we
    have made in people and operating systems. 30




---



##### Table of Contents




    The significant disposition volume reflected in the respective
    charts above, resulted in REIT GAAP gains, net of disposition
    costs, of $446.7 million, $372.2 million and
    $310.9 million in 2005, 2004 and 2003, respectively.
    Utilizing the REITs development, acquisition and operating
    expertise, Ameriton has identified under-managed operating
    communities, as well as development and redevelopment
    opportunities with a short-term ownership horizon of one to
    three years that have produced GAAP gains, net of dispositions
    costs, of $75.2 million, $65.1 million and
    $42.7 million in 2005, 2004 and 2003, respectively. The
    REIT and Ameriton disposition gains have contributed
    significantly to our diluted earnings per unit in each year.
    We recognized $56.0 million, $19.2 million and
    $19.3 million in other income during 2005, 2004 and 2003,
    respectively, related primarily to insurance-related
    reimbursements and interest income.
    We recognized $72.2 million, $29.3 million and
    $54.8 million in other expense, including discontinued
    operations, during 2005, 2004 and 2003, respectively, related
    primarily to Ameriton income taxes, debt extinguishment costs
    and loss contingencies.
    We recognized $28.8 million and $28.2 million in other
    non-operating income during 2005 and 2004, respectively, related
    primarily to gains from the sale of our Rent.com investment and
    other equity securities.  Reconciliation
    of Quantitative Summary to Consolidated Statements of
    Earnings
    2005


2004


2003Continuing


Discontinued





Continuing


Discontinued





Continuing


DiscontinuedOperations


Operations


Total


Operations


Operations


Total


Operations


Operations


TotalRental revenue

$
890,872


$
126,537


$
1,017,409


$
724,402


$
243,652


$
968,054


$
645,104


$
361,521


$
1,006,625Other income


56,030







56,030



19,208







19,208



19,334







19,334Property operating expenses (rental
    expenses and real estate taxes)


300,289



57,680



357,969



244,533



109,555



354,088



208,237



162,815



371,052Depreciation on real estate
    investments


216,378



22,410



238,788



170,535



49,454



219,989



135,124



68,232



203,356Interest expense


187,982



29,586



217,568



144,500



64,252



208,752



121,671



90,395



212,066General and administrative expenses


58,604







58,604



55,479







55,479



49,838







49,838Other expense


49,271



22,908



72,179



11,862



17,440



29,302



35,324



19,477



54,801Minority interest














460







460











Income from unconsolidated entities


22,432







22,432



17,902







17,902



5,745







5,745Other non-operating income


28,807







28,807



28,162







28,162











Gains, net of disposition costs






521,934



521,934







446,447



446,447







353,600



353,600Net earnings

$
185,617


$
515,887


$
701,504


$
163,225


$
449,398


$
612,623


$
119,989


$
374,202


$
494,191   Quantitative
    Summary
  including
 31




---



##### Table of Contents



2005 vs. 2004


2004 vs. 2003Increase/


Increase/2005


2004


2003


(Decrease)


(Decrease)Rental revenues:Same-Store(1)

$
665,141


$
641,427


$
638,968


$
23,714


$
2,459Non Same-Store and other


310,929



286,599



330,130



24,330



(43,531
)Ameriton


33,986



36,752



34,249



(2,766
)


2,503Non-multifamily


7,353



3,276



3,278



4,077



(2
)Total revenues


1,017,409



968,054



1,006,625



49,355



(38,571
)Property operating expenses
    (rental expenses and real estate taxes):Same-Store(1)


226,412



217,138



209,581



9,274



7,557Non Same-Store and other


112,526



117,598



144,758



(5,072
)


(27,160
)Ameriton


17,039



18,884



16,048



(1,845
)


2,836Non-multifamily


1,992



468



665



1,524



(197
)Total operating expenses


357,969



354,088



371,052



3,881



(16,964
)Net operating income
    (rental revenues less property operating expenses)


659,440



613,966



635,573



45,474



(21,607
)Margin (NOI/rental revenues):


64.8
%


63.4
%


63.1
%


1.4



0.3Average occupancy during period:(2)


94.6
%


94.8
%


94.7
%


(0.2
)


0.1Other income


56,030



19,208



19,334



36,822



(126
)Depreciation of real estate
    investments


238,788



219,989



203,356



18,799



16,633Interest expense


256,679



232,324



238,920



24,355



(6,596
)Capitalized interest


39,111



23,572



26,854



15,539



(3,282
)Net interest expense


217,568



208,752



212,066



8,816



(3,314
)General and administrative expenses


58,604



55,479



49,838



3,125



5,641Other expense


72,179



29,302



54,801



42,877



(25,499
)Earnings from continuing and
    discontinued operations


128,331



119,652



134,846



8,679



(15,194
)Minority interest






460







(460
)


460Equity in earnings from
    unconsolidated entities


22,432



17,902



5,745



4,530



12,157Other non-operating income


28,807



28,162







645



28,162Gains on disposition of real
    estate investments, net of disposition costs:Taxable subsidiaries


75,248



74,230



42,699



1,018



31,531REIT


446,686



372,217



310,901



74,469



61,316Net earnings

$
701,504


$
612,623


$
494,191


$
88,881


$
118,432     (1)
    
    Reflects revenues and operating expenses for Same-Store
    communities that were owned on December 31, 2005 and fully
    operating during all three years in the comparison period.(2)
    
    Does not include occupancy associated with properties owned by
    Ameriton, located in Germany or operated under the Oakwood
    Master Leases. 32




---



##### Table of Contents



Property-level
    operating results  2005 compared to
    2004
  period-to-period
  Same-Store
    Analysis
    Same-Store


Same-StoreRevenue


Expense


Same-StoreGrowth


Growth


NOI GrowthGarden


3.6
%


3.5
%


3.6
%High-Rise


3.9
%


4.8
%


3.4
%Total


3.7
%


4.1
%


3.6
%   year-over-year
  Non
    Same-Store and Other Analysis
    Ameriton
    Non
    Multi-family
   33




---



##### Table of Contents



Property-level
    operating results  2004 compared to
    2003
  Same-Store
    Analysis
    Same-Store


Same-Store


Same-StoreRevenue


Expense


NOI Growth/Growth


Growth


(Decline)Garden


0.0
%


4.6
%


(2.1
%)High-Rise


0.4
%


2.3
%


(0.6
%)Total


0.2
%


3.7
%


(1.6
%)   year-over-year
  Non
    Same-Store Analysis
    Ameriton
    Other
    Income
      Depreciation
    Expense
   34




---



##### Table of Contents



Interest
    Expense
      General
    and Administrative Expenses
      Other
    Expenses
      Equity
    in Income from Unconsolidated Entities
     35




---



##### Table of Contents



Other
    Non-Operating Income
      Gains
    on real estate dispositions
    Discontinued
    Operations Analysis
    Years Ended
    December 31,2005


2004


2003Rental revenue

$
126,537


$
243,652


$
361,521Rental expenses


(41,481
)


(80,469
)


(120,690
)Real estate taxes


(16,199
)


(29,086
)


(42,125
)Depreciation on real estate
    investments


(22,410
)


(49,454
)


(68,232
)Interest expense (1)


(29,586
)


(64,252
)


(90,395
)Income taxes from taxable REIT
    subsidiaries


(17,061
)


(15,676
)


(12,761
)Provision for possible loss on
    real estate investment










(3,714
)Debt extinguishment costs related
    to dispositions


(5,847
)


(1,764
)


(3,002
)Gains on disposition of real
    estate investments, net of disposition costs:Taxable subsidiaries


75,248



74,230



42,699REIT


446,686



372,217



310,901Total discontinued operations

$
515,887


$
449,398


$
374,202Number of communities sold during
    period


35



30



48Number of communities classified
    as held for sale


14



13



12     (1)
    
    The portion of interest expense included in discontinued
    operations that is allocated to properties based on the
    companys leverage ratio was $19.3 million,
    $44.2 million and $64.5 million for 2005, 2004 and
    2003, respectively.  year-to-year
 36




---



##### Table of Contents



Preferred
    Unit Distribution Analysis
   Liquidity
    and Capital Resources    Analysis
    of Historical Cash Flows
    Operating
    Activities
        Investing
    and Financing Activities
     37




---



##### Table of Contents




    Issued $408.0 million, $10.8 million and
    $47.6 million of
    A-1 Common
    Units as partial consideration for properties acquired during
    2005, 2004 and 2003, respectively;
    Issued $250,000 of
    Series N-1
    and N-2 Preferred Units ($125,000 each) as partial consideration
    for real estate during 2005;
    Holders of Series K Preferred Units and Series L
    Preferred Units converted $25.0 million of each Series into
    Common Units during 2004;
    Holders of Series H Preferred Units converted
    $71.5 million of their units into Common Units during 2003;
    Holders of Series A Preferred Units converted
    $71.9 million of their units into Common Units during 2003.
    Redeemed $8.4 million, $47.9 million and
    $25.5 million
    A-1 Common
    Units for
    A-2 Common
    Units during 2005, 2004 and 2003, respectively;
    Assumed mortgage debt of $864.2 million,
    $113.6 million and $55.4 million during 2005, 2004 and
    2003, respectively, in connection with the acquisition of
    apartment communities;
    Recorded a $47.2 million accrual for anticipated capital
    spending to bring properties named in the FHA and ADA settlement
    into compliance in 2005; and
    Recorded an accrual related to moisture infiltration and
    resulting mold remediation for $36.1 million at one of our
    high-rise properties in Southeast Florida during 2003.  Scheduled
    Debt Maturities and Interest Payment
    Requirements
         38




---



##### Table of Contents



Unitholder
    Distribution Requirements
    Per Unit


TotalCommon Unit distributions:Common Units(1)

$
1.74


$
369,600A-1
    Common Unit distributions(1)


1.74



59,002M Preferred Unit


457.64



N-1 Preferred Units


20.16



6N-2 Preferred Units


8.64



6Series I Preferred Unit
    distributions(2)


7,660.00



3,830Total distribution requirements





$
432,444     (1)
    
    Future distributions on Common Units are contingent upon
    approval by our Board of Trustees(2)
    
    Series I Preferred Units have a par value of
    $100,000 per unit.  Planned
    Investments
    Planned InvestmentsUnits


Discretionary


CommittedCommunities under redevelopment


634


$
3,398


$
17,542Communities under construction


3,926







412,729Communities In Planning and Owned


3,841



630,605



Communities In Planning and Under
    Control


83



18,680



Community acquisitions under
    contract


1,802



593,508



FHA/ADA Settlement Capital Accrual










47,198Total


10,286


$
1,246,191


$
477,469       Funding
    Sources
   39




---



##### Table of Contents



Litigation
    and Contingencies        and/or and/or
   Critical
    Accounting Policies    Internal
    Cost Capitalization
   40




---



##### Table of Contents



Valuation
    of Real Estate
  Accounting for Impairment or Disposal of Long-Lived
    Assets,
      Capital
    Expenditures and Depreciable Lives
   41




---



##### Table of Contents



Pursuit
    Costs
      Consolidation
    vs. Equity Method of Accounting for Ventures
  Consolidation of Variable Interest Entities No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights
   Off
    Balance Sheet Arrangements   42




---



##### Table of Contents



Investments
    in and Advances to Unconsolidated Entities
   Contractual
    Commitments    2007


2009


20112006


and 2008


and 2010


thru 2096


TotalScheduled long-term debt maturities

$
92.5


$
1,104.1


$
809.7


$
2,932.5


$
4,938.8Unsecured credit facilities(1)






394.6











394.6Interest on indebtedness


262.6



361.6



296.7



357.9



1,278.8Development and redevelopment
    expenditures


241.8



188.5











430.3Performance bond and debt
    guarantees(2)


342.9



0.1







2.4



345.4FHA/ADA Settlement(3)


15.7



31.5











47.2Lease commitments and other(4)


126.9



19.8



18.4



291.5



456.6Total

$
1,082.4


$
2,100.2


$
1,124.8


$
3,584.3


$
7,891.7     (1)
    
    The $600 million unsecured facility matures December 2007,
    with a one-year extension option available at our discretion.(2)
    
    The Operating Trust, our subsidiaries and investees have not
    been required to perform on these guarantees, nor do we
    anticipate being required to perform on such guarantees. Since
    we believe that our risk of loss under these contingencies is
    remote, no accrual for potential loss has been made in the
    accompanying financial statements. We are still obligated for
    certain performance bond guarantees for SMC subsequent to their
    sale, but there are recourse provisions available to us to
    recover any potential future payments from the new owners of SMC.(3)
    
    Represents the estimated capital spending associated with the
    FHA and ADA settlement assuming 1/3 of the total will be spent
    in each of the next three years. Certain communities impacted by
    the settlement may be sold, which could impact the ultimate
    timing and amounts spent.(4)
    
    Lease commitments relate principally to ground lease payments as
    of December 31, 2005. New
    Accounting Pronouncements  Share-Based
    Payment. Accounting for Stock-Based
    Compensation, Accounting for Stock Issued to Employees.
  No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights No. 04-5).
 43




---



##### Table of Contents



No. 04-5 No. 04-5
  Accounting for Conditional Asset Retirement Obligations
    an interpretation of FASB Statement No. 143 Accounting for Asset
    Retirement Obligations, and/or
  Accounting Changes and Error Corrections,
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Stock
    Investments
    Interest
    Rate Hedging Activities
     44




---



##### Table of Contents



Carrying andNotional


Maturity


EstimatedAmount


Date Range


Fair ValueCash flow hedges:Interest rate caps

$
108,603



2007-2013


$
272Interest rate swaps


30,191



2011



(199
)Total cash flow hedges

$
138,794



2007-2013


$
73Fair value hedges:Interest rate swaps

$
75,055



2008


$
2,017Total rate of return swaps


43,596



2006-2007



1,800Total fair value hedges

$
118,651



2006-2008


$
3,817Total hedges

$
257,445



2006-2013


$
3,890     Foreign
    Currency Hedging Activities
    Energy
    Contract Hedging Activities
   45




---



##### Table of Contents



Equity
    Securities Hedging Activities
      Interest
    Rate Sensitive Liabilities
      EstimatedTotal


Fair2006


2007


2008


2009


2010


Thereafter


Balance


Value(1)Interest rate sensitive
    liabilities:Unsecured credit facilities:

$
394,578


$



$



$



$



$



$
394,578


$
394,578Average nominal interest rate(2)


4.2
%






















4.2
%


Long-Term Unsecured Debt:Fixed rate

$
51,250


$
386,250


$
311,250


$
82,053


$
263,750


$
1,373,494


$
2,468,047


$
2,545,984Average nominal interest rate(2)


7.4
%


5.4
%


4.0
%


7.6
%


6.0
%


6.3
%


5.9
%Variable rate(3)

$



$



$
21,698


$



$



$
55,374


$
77,072


$
77,072Average nominal interest rate(2)










3.3
%










3.4
%


3.3
%Mortgages payable:Fixed rate debt

$
35,253


$
130,039


$
212,569


$
370,328


$
69,447


$
682,241


$
1,499,877


$
1,499,614Average nominal interest rate(2)


5.7
%


5.7
%


5.9
%


5.7
%


6.1
%


6.3
%


6.0
%Variable rate debt

$
5,954


$
36,299


$
5,958


$
6,434


$
17,674


$
821,456


$
893,775


$
893,775Average nominal interest rate(2)


3.8
%


3.5
%


3.8
%


3.8
%


4.0
%


3.6
%


3.6
%     (1)
    
    The estimated fair value for each of the liabilities listed was
    calculated by discounting the actual principal payment stream at
    prevailing interest rates (obtained from third party financial
    institutions) currently available on debt instruments with
    similar terms and features. 46




---



##### Table of Contents



(2)
    
    Reflects the weighted average nominal interest rate on the
    liabilities outstanding during each period, giving effect to
    principal payments and final maturities during each period, if
    any. The nominal rates for variable rate mortgages payable have
    been held constant during each period presented based on the
    actual variable rates as of December 31, 2005. The weighted
    average effective interest rate on the unsecured credit
    facilities, Long-Term Unsecured Debt and mortgages payable was
    4.2%, 5.9% and 5.2%, respectively, as of December 31, 2005.(3)
    
    Represents unsecured tax-exempt bonds.  Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-14(c)
 Managements
    Report on Internal Control Over Financial
    Reporting  Rule 13a-15(f)
   47




---



##### Table of Contents



Item 9B.
    Other Information   Part III  Item 10.
    Trustees
    and Executive Officers of the Registrant      Item 11.
    Executive
    Compensation  day-to-day
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and
    Management  A-1 A-1 A-1
 48




---



##### Table of Contents



c/o Archstone-Smith
  Number of A-1Common Units


Percentage of AllName of Beneficial
    Owner

Beneficially Owned


A-1 Common UnitsRobert P. Kogod


2,522,094
(1)


7.8
%R. Scot Sellers






Robert H. Smith


2,329,768
(1)


7.2
%J. Lindsay Freeman






Dana K. Hamilton






Charles E. Mueller, Jr.






James D. Rosenberg






All Operating Trust trustees and
    executive officers as a group (7 persons)


2,573,444
(1)


8.0
%     (1)
    
    Includes for each of Messrs. Smith and Kogod beneficial
    ownership of Common Shares which are issuable upon conversion of
    Class A-1
    Common Units as follows: Mr. Smith, 2,329,768 and
    Mr. Kogod, 2,398,510. Mr. Smith has shared voting and
    shared dispositive power with respect to 2,329,768 of such
    Class A-1
    Common Units. Of the 2,329,768
    Class A-1
    Common Units for which Mr. Smith shares voting power and
    dispositive power, 2,329,768 are owned by CESM, Inc., of which
    Mr. Smith is a director and the vice president, secretary
    and treasurer. Mr. Kogod has shared voting and shared
    dispositive power with respect to 2,398,510 of such
    Class A-1
    Common Units. Of the 2,398,510
    Class A-1
    Common Units for which Mr. Kogod shares voting power and
    dispositive power, 68,742 are owned by Mr. Kogods
    spouse and 2,329,768 are owned by Charles E. Smith Management,
    Inc., of which Mr. Kogod is a director and the president.
    The
    Class A-1
    Common Units that are owned by CESM, Inc. are reported twice,
    once as beneficially owned by Mr. Smith and again as
    beneficially owned by Mr. Kogod, but are only counted once in
    the calculation of beneficial ownership of our Trustees and
    executive officers as a group.  Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accounting Fees and Services  PROPOSAL 3  RATIFICATION
    OF RELATIONSHIP WITH PUBLIC ACCOUNTANTS
   49




---



##### Table of Contents







|                      |  |      |           |  |      |   |           | 
|--------------------- |  | ---- | --------- |  | ---- | - | --------- | 
|                      |  | 2005 |           |  | 2004 |  
|                     
|Audit Fees(1)         |  | $    | 1,363,205 |  |      | $ | 1,597,000 | 
|Audit-Related Fees(2) |  |      | 331,400   |  |      |   | 202,500   | 
|Tax Fees(3)           |  |      | 111,693   |  |      |   | 219,650   | 
|All Other Fees(4)     |  |      |          |  |      |   |          | 
|                      |  |      |           |  |      |   |           | 
|TOTAL                 |  | $    | 1,806,298 |  |      | $ | 2,019,150 | 
|                      |  |      |           |  |      |   |           | 









|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Audit Fees are the aggregate fees billed by KPMG LLP
    for professional services rendered for the audit of
    Archstone-Smith Operating Trusts annual financial
    statements for the years ended December 31, 2005 and
    December 31, 2004 and the reviews of the financial
    statements included in Archstone-Smith Operating Trusts
    quarterly reports on
    Form 10-Q
    during 2005 and 2004. Audit Fees also include
    amounts billed for registration statements filed in and related
    comfort letters and consents amounting to $147,205 and $57,000
    in 2005 and 2004, respectively. These fees include fees billed
    in connection with KPMG LLPs analysis of the effectiveness
    of our internal controls.
|   
|(2) |  | Audit-related fees include fees billed for assurance
    and related services that are reasonably related to the
    performance of the audit and not included in the audit
    fees described above, including audits of joint ventures
    and unconsolidated and consolidated subsidiaries and
    Rule 3-14 audits.                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(3) |  | Tax Fees are fees billed by KPMG LLP in either 2005
    or 2004 for tax services, including tax compliance, tax advice
    or tax planning.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(4) |  | All Other Fees are fees billed by KPMG LLP in 2005
    or 2004 that are not included in the above classifications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



Pre-Approval
    Process








Part IV




|         |                                            
|-------- | -------------------------------------------
|Item 15. | Exhibits,
    Financial Statement Schedules





























50



---



##### Table of Contents





















51



---



##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS AND SCHEDULE




|                                                                                                                                                                                    |  |      |    | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                                                                                                    |  | Page
|                                                                                                                                                                                   
|Reports of
    Independent Registered Public Accounting Firm                                                                                                                        |  |      | 53 | 
|Consolidated
    Balance Sheets as of December 31, 2005 and 2004                                                                                                                    |  |      | 55 | 
|Consolidated
    Statements of Earnings for the years ended December 31,
    2005, 2004 and 2003                                                                                    |  |      | 56 | 
|Consolidated
    Statements of Unitholders Equity, Other Common
    Unitholders Interest and Comprehensive Income (Loss) for
    the years ended December 31, 2005, 2004 and 2003 |  |      | 57 | 
|Consolidated
    Statements of Cash Flows for the years ended December 31,
    2005, 2004 and 2003                                                                                  |  |      | 58 | 
|Notes to
    Consolidated Financial Statements                                                                                                                                      |  |      | 59 | 
|Independent
    Auditors Report on Financial Statement Schedule                                                                                                                    |  |      | 92 | 
|Schedule III  Real
    Estate and Accumulated Depreciation as of December 31,
    2005                                                                                             |  |      | 93 | 
|Schedule
    IV  Mortgage Loans on Real Estate as of
    December 31, 2005                                                                                                         |  |      | 95 | 
|Signatures                                                                                                                                                                          |  |      | 96 | 
|Index to
    Exhibits                                                                                                                                                               |  |      | 97 | 



52



---



##### Table of Contents

Report
    of Independent Registered Public Accounting Firm





















.




KPMG
    LLP








53



---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm










.
















.




.




KPMG
    LLP








54



---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST




CONSOLIDATED BALANCE SHEETS




(In thousands, except unit data)




|                                                                                                                                  |  |              |            |   |      |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ---- | - | --------- | -
|                                                                                                                                  |  | December 31, |           
|                                                                                                                                  |  | 2005         |            |   | 2004 |  
|                                                                                                                                 
|ASSETS                                                                                                                           
|Real estate                                                                                                                       |  | $            | 10,893,008 |   |      | $ | 8,808,902 |  
|Real estate  held
    for sale                                                                                                   |  |              | 466,256    |   |      |   | 412,136   |  
|Less accumulated depreciation                                                                                                     |  |              | 836,693    |   |      |   | 763,542   |  
|                                                                                                                                  |  |              |            |   |      |   |           |  
|                                                                                                                                  |  |              | 10,522,571 |   |      |   | 8,457,496 |  
|Investments in and advances to
    unconsolidated entities                                                                        |  |              | 132,728    |   |      |   | 111,481   |  
|                                                                                                                                  |  |              |            |   |      |   |           |  
|Net real estate investments                                                                                                       |  |              | 10,655,299 |   |      |   | 8,568,977 |  
|Cash and cash equivalents                                                                                                         |  |              | 13,638     |   |      |   | 203,255   |  
|Restricted cash in tax-deferred
    exchange escrow                                                                               |  |              | 495,274    |   |      |   | 120,095   |  
|Other assets                                                                                                                      |  |              | 302,967    |   |      |   | 173,717   |  
|                                                                                                                                  |  |              |            |   |      |   |           |  
|Total assets                                                                                                                      |  | $            | 11,467,178 |   |      | $ | 9,066,044 |  
|                                                                                                                                  |  |              |            |   |      |   |           |  
|                                                                                                                                 
|LIABILITIES AND
    UNITHOLDERS EQUITY                                                                                          
|Liabilities:                                                                                                                      |  |              |            |   |      |   |           |  
|Unsecured credit facilities                                                                                                       |  | $            | 394,578    |   |      | $ | 19,000    |  
|Long-Term Unsecured Debt                                                                                                          |  |              | 2,545,119  |   |      |   | 2,099,132 |  
|Mortgages payable                                                                                                                 |  |              | 2,269,591  |   |      |   | 1,905,552 |  
|Mortgages
    payable  held for sale                                                                                             |  |              | 124,061    |   |      |   | 125,953   |  
|Accounts payable                                                                                                                  |  |              | 53,366     |   |      |   | 52,052    |  
|Accrued expenses and other
    liabilities                                                                                        |  |              | 311,673    |   |      |   | 273,079   |  
|                                                                                                                                  |  |              |            |   |      |   |           |  
|Total liabilities                                                                                                                 |  |              | 5,698,388  |   |      |   | 4,474,768 |  
|                                                                                                                                  |  |              |            |   |      |   |           |  
|Minority interest                                                                                                                 |  |              |           |   |      |   | 2,050     |  
|                                                                                                                                  |  |              |            |   |      |   |           |  
|Other common unitholders
    interest, at redemption value
    (A-1 Common
    Units: 33,910,022 in 2005 and 23,117,498 in 2004) |  |              | 1,420,491  |   |      |   | 885,400   |  
|                                                                                                                                  |  |              |            |   |      |   |           |  
|Unitholders equity:                                                                                                              |  |              |            |   |      |   |           |  
|Perpetual Preferred Units                                                                                                         |  |              | 50,000     |   |      |   | 69,522    |  
|Common unitholders equity
    (A-2 Common
    Units: 212,413,939 units in 2005 and 199,577,459 units
    in 2004)                |  |              | 4,300,019  |   |      |   | 3,638,729 |  
|Accumulated other comprehensive
    earnings (loss)                                                                               |  |              | (1,720     | ) |      |   | (4,425    | )
|                                                                                                                                  |  |              |            |   |      |   |           |  
|Total unitholders equity                                                                                                         |  |              | 4,348,299  |   |      |   | 3,703,826 |  
|                                                                                                                                  |  |              |            |   |      |   |           |  
|Total liabilities and
    unitholders equity                                                                                     |  | $            | 11,467,178 |   |      | $ | 9,066,044 |  
|                                                                                                                                  |  |              |            |   |      |   |           |  







55



---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  CONSOLIDATED STATEMENTS OF EARNINGS
 (In thousands, except per unit amounts)
  Years Ending
    December 31,2005


2004


2003Revenues:Rental revenues

$
890,872


$
724,402


$
645,104Other income


56,030



19,208



19,334946,902



743,610



664,438Expenses:Rental expenses


215,780



178,904



154,013Real estate taxes


84,509



65,629



54,224Depreciation on real estate
    investments


216,378



170,535



135,124Interest expense


187,982



144,500



121,671General and administrative expenses


58,604



55,479



49,838Other expenses


49,271



11,862



35,324812,524



626,909



550,194Earnings from operations


134,378



116,701



114,244Minority interest






460



Income from unconsolidated entities


22,432



17,902



5,745Other non-operating income


28,807



28,162



Net earnings before discontinued
    operations


185,617



163,225



119,989Net earnings from discontinued
    operations


515,887



449,398



374,202Net earnings


701,504



612,623



494,191Preferred Unit Distributions


(4,572
)


(16,254
)


(26,153
)Net earnings attributable to
    Common Units  Basic

$
696,932


$
596,369


$
468,038Weighted average Common Units
    outstanding:Basic


231,642



220,053



212,288Diluted


232,608



223,187



220,758Net earnings per Common
    Unit  Basic:Net earnings before discontinued
    operations

$
0.78


$
0.67


$
0.44Discontinued operations, net


2.23



2.04



1.76Net earnings

$
3.01


$
2.71


$
2.20Net earnings per Common
    Unit  Diluted:Net earnings before discontinued
    operations

$
0.78


$
0.66


$
0.44Discontinued operations, net


2.22



2.03



1.74Net earnings

$
3.00


$
2.69


$
2.18Distributions paid per Common Unit

$
1.73


$
2.72


$
1.71    56




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  CONSOLIDATED STATEMENTS OF UNITHOLDERS
    EQUITY, OTHER COMMON
    UNITHOLDERS INTEREST AND COMPREHENSIVE INCOME (LOSS)
    Years Ended December 31, 2005, 2004 and 2003
 (In thousands)
  Convertible


PerpetualPreferred


Preferred





AccumulatedUnits at


Units at





Other





OtherAggregate


Aggregate


Common


Comprehensive


Total


CommonLiquidation


Liquidation


Unitholders


Earnings


Unitholders


UnitholdersPreference


Preference


Equity


(Loss)


Equity


Interest


TotalBalances at December 31, 2002


194,671



160,550



3,456,259



(12,339
)


3,799,141



579,598



4,378,739Comprehensive income:Net earnings










433,657







433,657



60,534



494,191Change in fair value of cash flow
    hedges














3,439



3,439







3,439Change in fair value of marketable
    securities














23,135



23,135







23,135Comprehensive income attributable
    to Common Units


























520,765Preferred Unit distribution










(26,153
)






(26,153
)






(26,153
)UPREIT Preferred Unit Distribution










5,156







5,156



(5,156
)


Common Unit distributions










(245,460
)






(245,460
)


(31,575
)


(277,035
)A-1
    Common Units converted into
    A-2 Common
    Units










25,534







25,534



(25,534
)


Conversion of Preferred Units into
    Common Units


(143,416
)






143,416















Common Unit repurchases










(13,163
)






(13,163
)






(13,163
)Preferred Unit repurchases


(1,255
)


(430
)


(196
)






(1,881
)






(1,881
)Exercise of Options










43,420







43,420







43,420Proceeds from Distribution
    Reinvestment Plan (DRIP)










48,126







48,126







48,126Issuance of
    A-1 Common
    Units






















47,575



47,575Adjustment to redemption value










(112,337
)






(112,337
)


112,337



Other, net










35,055







35,055



(29,855
)


5,200Balances at December 31, 2003


50,000



160,120



3,793,314



14,235



4,017,669



707,924



4,725,593Comprehensive income:Net earnings










542,342







542,342



70,281



612,623Change in fair value of cash flow
    hedges














3,750



3,750







3,750Change in fair value of marketable
    securities














(22,410
)


(22,410
)






(22,410
)Comprehensive income attributable
    to Common Units


























593,963Preferred Unit distribution










(16,254
)






(16,254
)


1,726



(14,528
)Common Unit distributions










(539,116
)






(539,116
)


(64,437
)


(603,553
)A-1
    Common Units converted into
    A-2 Common
    Units










47,949







47,949



(47,949
)


A-2
    Common Unit repurchases










(95,668
)






(95,668
)






(95,668
)Conversion of Preferred Units into
    Common Units


(50,000
)






50,000















Preferred Unit repurchases






(90,598
)










(90,598
)






(90,598
)Exercise of Options










61,467







61,467







61,467Issuance of
    A-1 Common
    Units in exchange for real estate






















10,788



10,788Issuance of
    A-2 Common
    Units in exchange for real estate










4,502







4,502







4,502Adjustment to redemption value










(207,067
)






(207,067
)


207,067



Other, net










(2,740
)






(2,740
)






(2,740
)Balances at December 31, 2004

$



$
69,522


$
3,638,729


$
(4,425
)

$
3,703,826


$
885,400


$
4,589,226Comprehensive income:Net earnings










616,172







616,172



85,332



701,504Change in fair value of cash flow
    hedges














4,211



4,211







4,211Change in fair value of marketable
    securities














(1,214
)


(1,214
)






(1,214
)Foreign currency exchange
    translation














(292
)


(292
)






(292
)Comprehensive income attributable
    to Common Units


























704,209Preferred Unit distribution










(4,572
)






(4,572
)






(4,572
)Common Unit distributions










(353,623
)






(353,623
)


(43,843
)


(397,466
)A-1
    Common Units converted into
    A-2 Common
    Units










8,415







8,415



(8,415
)


A-2
    Common Unit repurchases










(56,495
)






(56,495
)






(56,495
)Preferred Unit repurchases






(19,522
)










(19,522
)






(19,522
)Exercise of Options










41,566







41,566







41,566Issuance of
    A-1 Common
    Units under Compensation Plans










14,670







14,670







14,670Issuance of
    A-1 Common
    Units in exchange for real estate






















408,292



408,292Issuance of
    A-2 Common
    Units










491,398







491,398







491,398Adjustment to redemption value










(93,725
)






(93,725
)


93,725



Other, net










(2,516
)






(2,516
)






(2,516
)Balances at December 31, 2005

$



$
50,000


$
4,300,019


$
(1,720
)

$
4,348,299


$
1,420,491


$
5,768,790    57




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
  Years Ended
    December 31,2005


2004


2003Operating activities:Net earnings

$
701,504


$
612,623


$
494,191Adjustments to reconcile net
    earnings to net cash flow provided by operating activities:Depreciation and amortization


238,788



227,000



210,427Gains on dispositions of
    depreciated real estate


(524,684
)


(451,816
)


(360,953
)Gains on sale of marketable equity
    securities and property management business


(27,948
)


(28,162
)


Provisions for possible loss on
    investments and hurricane retirements


9,803







3,714Minority interest






(460
)


Income from unconsolidated entities


(22,432
)


(17,902
)


(5,745
)Change in other assets


1,908



526



19,441Change in accounts payable, accrued
    expenses and other liabilities


7,663



32,113



(18,583
)Other, net


(6,566
)


(4,150
)


1,204Net cash flow provided by operating
    activities


378,036



369,772



343,696Investing activities:Real estate investments, net


(2,016,573
)


(1,423,549
)


(932,777
)Change in investments in and
    advances to unconsolidated entities, net


18,046



2,473



35,972Proceeds from dispositions


1,538,839



1,821,641



1,570,909Change in restricted cash


(375,179
)


60,825



(180,920
)Change in notes receivable, net


(62,255
)


(6,077
)


(3,021
)Other, net


(38,462
)


97,075



(61,997
)Net cash flow provided by (used in)
    investing activities


(935,584
)


552,388



428,166Financing activities:Proceeds from Long-Term Unsecured
    Debt


695,724



297,052



247,225Payments on Long-Term Unsecured Debt


(251,250
)


(72,950
)


(171,250
)Principal repayment of mortgages
    payable, including prepayment penalties


(500,963
)


(159,558
)


(343,368
)Regularly scheduled principal
    payments on mortgages payable


(15,067
)


(11,512
)


(11,934
)Proceeds from mortgage notes payable


33,807



51,656



76,017Proceeds from (payments on)
    unsecured credit facilities, net


375,578



(84,790
)


(261,788
)Proceeds from issuance of
    A-2 Common
    Units, net


491,398







Proceeds from Common Units issued
    under DRIP and employee stock options


41,566



61,467



91,546Repurchase of Common Units and
    Preferred Units


(56,495
)


(146,954
)


(15,044
)Repurchase of Series E and F
    Perpetual Preferred Units


(19,522
)


(42,712
)


Cash distributions paid on Common
    Units


(417,267
)


(603,553
)


(365,009
)Cash distributions paid on
    Preferred Units


(4,572
)


(14,527
)


(28,371
)Other, net


(5,006
)


2,246



2,498Net cash flow provided by (used in)
    financing activities


367,931



(724,135
)


(779,478
)Net change in cash and cash
    equivalents


(189,617
)


198,025



(7,616
)Cash and cash equivalents at
    beginning of period


203,255



5,230



12,846Cash and cash equivalents at end of
    period

$
13,638


$
203,255


$
5,230      58




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

(The glossary included in this Annual Report is hereby
    incorporated by reference) (1)
    Description
    of Business and Summary of Significant Accounting
    Policies  Business
  A-1 Archstone-Smith,
  Principles
    of Consolidation
    Use of
    Estimates
    Discontinued
    Operations
  Accounting for Impairment or Disposal of Long-Lived
    Assets,
  Cash
    and Cash Equivalents
   59




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Restricted
    Cash in Tax-Deferred Exchange and Bond Escrow
    Marketable
    Securities and Other Investments
    Real
    Estate and Depreciation
         60




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Buildings and related land
    improvements


15-40 yearsFurniture, fixtures, equipment and
    other


5-10 yearsIntangible value of lease
    agreements


6-12 months   Interest
      Cost
    of Raising Capital
    Moisture
    Infiltration and Mold Remediation Costs
    Insurance
    Recoveries
   61




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Derivative
    Financial Instruments
  Amendment of
    Statement 133 on Derivative Instruments and Hedging
    Activities.
  Revenue
    and Gain Recognition
  Accounting for Leases.
    Rental
    Expenses
  on-site on-site
  Legal
    Fees
    Foreign
    Currency Translation
    Stock-Based
    Compensation
  Accounting for Stock-Based
    Compensation, Accounting for
    Stock Issued to Employees,
 62




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended
    December 31,2005


2004


2003Net earnings attributable to
    Common Units  Basic

$
696,932


$
596,369


$
468,038Add: Stock-based employee
    compensation expense included in reported net earnings


877



297



Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards


(1,443
)


(2,059
)


(1,982
)Pro forma net earnings
    attributable to Common Units  Basic

$
696,366


$
594,607


$
466,056Net earnings per Common Unit:Basic  as reported

$
3.01


$
2.71


$
2.20Basic  pro forma

$
3.01


$
2.70


$
2.20Diluted  as
    reported

$
3.00


$
2.69


$
2.18Diluted  pro forma

$
2.99


$
2.68


$
2.17     2005 Option


2004 Option


2003 OptionGrants


Grants


GrantsWeighted average risk-free
    interest rate


3.77
%


3.48
%


3.54
%Weighted average dividend yield


5.63
%


6.92
%


6.74
%Weighted average volatility


21.97
%


15.33
%


19.58
%Weighted average expected option
    life


5.0 years



5.0 years



5.0 years   Income
    Taxes
     63




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Comprehensive
    Income
  available-for-sale Derivative Financial Instruments
    NetUnrealized








AccumulatedGains on





Foreign


OtherMarketable


Cash Flow


Currency


ComprehensiveSecurities


Hedges


Translation


Income/(Loss)Balance at December 31, 2004

$
1,398


$
(5,823
)

$



$
(4,425
)Change in fair value of cash flow
    hedges






3,409







3,409Change in fair value of long-term
    debt hedges






802







802Mark to market for marketable
    equity securities


865











865Reclassification adjustments for
    realized net gains


(2,079
)










(2,079
)Foreign currency translation










(292
)


(292
)Balance at December 31, 2005

$
184


$
(1,612
)

$
(292
)

$
(1,720
)   Per
    Unit Data
    Years Ended
    December 31,2005


2004


2003Reconciliation of numerator
    between basic and diluted net earnings per Common
    Unit(1):Net earnings attributable to
    Common Units  Basic

$
696,932


$
596,369


$
468,038Distributions on Convertible
    Preferred Units






3,755



12,872Net earnings attributable to
    Common Units  Diluted

$
696,932


$
600,124


$
480,910Reconciliation of denominator
    between basic and diluted net earnings per Common
    Unit(1):Weighted average number of Common
    Units outstanding  Basic


231,642



220,053



212,288Assumed conversion of Preferred
    Units into Common Units






2,182



7,972Incremental options


966



952



498Weighted average number of Common
    Units outstanding  Diluted


232,608



223,187



220,758     (1)
    
    Excludes the impact of potentially dilutive equity securities
    during periods in which they are anti-dilutive. 64




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Market
    Concentration Risk
    Preferred
    Unit Redemptions
  The Effect on the
    Calculation of Earnings per Share for the Redemption or Induced
    Conversion of Preferred Stock
  Reclassifications
    New
    Accounting Pronouncements
  Share-Based Payment. Accounting for
    Stock-Based Compensation, Accounting for Stock Issued to
    Employees.
  No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights No. 04-5). 04-5 No. 04-5
  Accounting for Conditional Asset Retirement Obligations
    an interpretation of FASB Statement No. 143 Accounting for Asset
    Retirement Obligations, and/or
 65




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting Changes and Error Corrections
  (2)
    Real
    Estate  Investments
    in Real Estate
    December 31, 2005


December 31, 2004Investment


Units (1)


Investment


Units (1)REIT Apartment Communities:Operating communities

$
10,011,372



67,309


$
8,018,658



58,486Communities under construction


575,631



2,754



499,239



3,237Development communities In Planning


24,365



585



51,822



1,384Total REIT apartment communities


10,611,368



70,648



8,569,719



63,107Ameriton(2)


692,269



7,489



581,910



6,658Other real estate assets(3)


55,627







69,409



Total real estate

$
11,359,264



78,137


$
9,221,038



69,765     (1)
    
    Unit information is based on managements estimates and has
    not been audited by our Independent Registered Public Accounting
    Firm.(2)
    
    Ameritons investment as of December 31, 2005 and 2004
    for development communities Under Control was $145,000
    (83 units) and $1.5 million (593 units),
    respectively. These amounts are reflected in the Other
    assets caption of our Consolidated Balance Sheets.(3)
    
    Includes land that is not In Planning and other real estate
    assets.  Capital
    Expenditures
     66




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Years Ended
    December 31,2005


2004Balance at January 1

$
9,221,038


$
8,999,180Acquisition-related expenditures


2,671,112



1,080,639Redevelopment expenditures


106,264



40,999Recurring capital expenditures


48,311



50,147Development expenditures,
    excluding initial acquisition costs


324,740



333,782Acquisition and improvement of
    land for development


81,340



175,470Dispositions


(1,175,834
)


(1,460,046
)Provision for possible loss on
    investments and hurricane retirements


(9,803
)


Net apartment community activity


2,046,130



220,991Change in other real estate assets


92,096



867Balance at December 31

$
11,359,264


$
9,221,038     (3)
    Oakwood
    Asset Acquisition  A-1
   67




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (4)
    Discontinued
    Operations  held-for-sale
      Years Ended
    December 31,2005


2004


2003Rental revenue

$
126,537


$
243,652


$
361,521Rental expenses


(41,481
)


(80,469
)


(120,690
)Real estate taxes


(16,199
)


(29,086
)


(42,125
)Depreciation on real estate
    investments


(22,410
)


(49,454
)


(68,232
)Interest expense (1)


(29,586
)


(64,252
)


(90,395
)Income taxes from taxable REIT
    subsidiaries


(17,061
)


(15,676
)


(12,761
)Provision for possible loss on
    real estate investment










(3,714
)Debt extinguishment costs related
    to dispositions


(5,847
)


(1,764
)


(3,002
)Gain from the disposition of REIT
    real estate investments, net


448,358



375,191



314,965Internal Disposition
    Costs  REIT transactions (2)


(1,672
)


(2,974
)


(4,064
)Gain from the dispositions of
    taxable REIT subsidiary real estate investments, net


76,326



76,625



45,988Internal Disposition
    Costs  Taxable REIT subsidiary
    transactions (2)


(1,078
)


(2,395
)


(3,289
)Total discontinued operations

$
515,887


$
449,398


$
374,202     (1)
    
    The portion of interest expense included in discontinued
    operations that is allocated to properties based on the
    companys leverage ratio was $19.3 million,
    $44.2 million and $64.5 million for 2005, 2004 and
    2003, respectively.(2)
    
    Represents the direct and incremental compensation and related
    costs associated with the employees dedicated to our significant
    disposition activity. 68




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     (5)
    Investments
    in and Advances to Unconsolidated Entities  Real
    Estate Joint Ventures
  day-to-day day-to-day SOP 78-9, Accounting for Investments in Real Estate
    Ventures,
  Summary
    Financial Information
    2005


2004Assets:Real estate

$
1,142,921


$
1,115,563Other assets


244,557



52,394Total assets

$
1,387,478


$
1,167,957Liabilities and owners
    equity:Inter-company debt payable to the
    Operating Trust

$
2,324


$
4,124Mortgages payable(1)


894,300



777,924Other liabilities


120,898



24,254Total liabilities


1,017,522



806,302Owners equity


369,956



361,655Total liabilities and owners
    equity

$
1,387,478


$
1,167,957     (1)
    
    The Operating Trust guarantees $194.5 million of the
    outstanding debt balance as of December 31, 2005 and is
    committed to guarantee another $93.5 million upon funding
    of additional debt. 69




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2005


2004


2003Operating Trust Joint VenturesRevenues

$
128,844


$
140,390


$
145,567Net Earnings(1)


57,141



29,559



7,726Ameriton Joint VenturesRevenues

$
4,080


$
5,950


$
11,549Net Earnings(2)


12,507



(713
)


(4,569
)TotalRevenues

$
132,924


$
146,340


$
157,116Net Earnings

$
69,648


$
28,846


$
3,157     (1)
    
    Includes gains associated with the disposition of REIT Joint
    Venture assets of $31.6 million, $32.4 million and $0
    during 2005, 2004 and 2003, respectively.(2)
    
    Includes Ameritons share of pre-tax gains associated with
    the disposition of real estate joint venture assets. These gains
    totaled $14.2 million, $7.0 million and
    $7.4 million during 2005, 2004 and 2003, respectively.    and/or
  (6)
    Mezzanine
    Notes Receivable   70




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (7)
    Borrowings  Unsecured
    Credit Facilities
      Years Ended
    December 31,2005


2004Total unsecured revolving credit
    facility

$
600,000


$
600,000Borrowings outstanding at
    December 31

$
360,000


$
19,000Outstanding letters of credit
    under this facility

$
37,813


$
13,983Weighted average daily borrowings

$
183,434


$
81,317Maximum borrowings outstanding
    during the period

$
580,000


$
375,000Weighted average daily nominal
    interest rate


3.95
%


1.58
%Weighted average daily effective
    interest rate


4.25
%


2.62
%     Long-Term
    Unsecured Debt
  Form S-3
  Form S-3
 71




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Balance at


Balance at


AverageEffective


December 31,


December 31,


Remaining LifeType of Debt

Coupon Rate(1)


Interest Rate(2)


2005


2004


(Years)Long-term unsecured senior notes


5.76
%


5.92
%

$
2,468,047


$
2,019,607



5.9Unsecured tax-exempt bonds


3.08
%


3.34
%


77,072



79,525



17.6Total/average


5.68
%


5.84
%

$
2,545,119


$
2,099,132



6.2     (1)
    
    Represents a fixed rate for the long-term unsecured notes and a
    variable rate for the unsecured tax-exempt bonds.(2)
    
    Includes the effect of fair value hedges, loan cost amortization
    and other ongoing fees and expenses, where applicable.    Mortgages
    Payable
  Scheduled Debt
    Maturities).
  Outstanding Balance
    at(1)December 31,


December 31,


Effective Interest2005


2004


Rate(2)Secured floating rate debt:Tax-exempt debt

$
839,318


$
508,923



3.7
%Construction loans






40,868



N/AConventional mortgages


54,455



21,705



3.9
%Total Floating


893,773



571,496



3.7
%Secured fixed rate debt:Conventional mortgages


1,480,170



1,439,558



6.1
%Other secured debt


19,709



20,451



3.4
%Total Fixed


1,499,879



1,460,009



6.0
%Total debt outstanding at end of
    period

$
2,393,652


$
2,031,505



5.2
%  72




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     (1)
    
    Includes the unamortized fair market value adjustment associated
    with assumption of fixed rate mortgages in connection with real
    estate acquisitions. The unamortized balance aggregated
    $63.5 million and $48.4 million at December 31,
    2005 and 2004 respectively, and is being amortized into interest
    expense over the life of the underlying debt.(2)
    
    Includes the effect of fair value hedges, credit enhancement
    fees, the amortization of fair market value purchase adjustment,
    and other related costs, where applicable.    2005


2004Balance at January 1

$
2,031,505


$
1,927,625Proceeds from mortgage notes
    payable


33,152



Mortgage assumptions related to
    property acquisitions


864,155



113,585Proceeds from construction loans


655



169,656Regularly scheduled principal
    amortization


(15,067
)


(11,512
)Prepayments, final maturities and
    other


(520,748
)


(167,849
)Balance at December 31

$
2,393,652


$
2,031,505   Scheduled
    Debt Maturities
    Long Term Unsecured
    Debt


Mortgages PayableRegularly





RegularlyScheduled


Final


Scheduled


FinalPrincipal


Maturities


Principal


MaturitiesAmortization


and Other


Amortization


and Other


Total2006

$
31,250


$
20,000


$
16,430


$
24,777


$
92,4572007


31,250



355,000



17,435



148,904



552,5892008


31,250



301,698



17,588



200,939



551,4752009


51,250



30,803



15,442



361,320



458,8152010


43,750



220,000



15,738



71,384



350,872Thereafter(1)


302,500



1,126,368



418,876



1,084,819



2,932,563Total

$
491,250


$
2,053,869


$
501,509


$
1,892,143


$
4,938,771     (1)
    
    The average annual principal payments due from 2011 to 2024 are
    $184.0 million per year.  Other
   73




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (8)
    Distributions
    to Unitholders      2005


2004


2003Common Units and
    A-1 Units(1)

$
1.73


$
2.72


$
1.71Series A Preferred Units(2)










2.11Series D Preferred Units(3)






1.31



2.19Series E Preferred Units(4)


0.20



2.09



2.09Series F Preferred Units(4)






1.50



2.03Series G Preferred Units(4)


0.37



2.16



2.16Series H Preferred Units(5)










1.27Series I Preferred Units(6)


7,660.00



7,660.00



7,660.00Series K Preferred Units(7)






2.55



3.38Series L Preferred Units(8)






3.40



3.38Series M Preferred Units


364.74







Series N-1
    Preferred Units


3.54







Series N-2
    Preferred Units


1.52







     (1)
    
    Includes a $1.00 per unit special distribution issued to
    our Common Unitholders in December 2004.(2)
    
    The Series A Preferred Units were called for redemption
    during the fourth quarter of 2003; of the 2.9 million
    Preferred Units outstanding, 2.8 million were converted to
    Common Units and the remaining were redeemed.(3)
    
    The Series D Preferred Units were redeemed in August 2004.(4)
    
    In August 2002, the DownREIT Perpetual Preferred Units were
    converted into operating Trust Perpetual Preferred Units.
    The company redeemed the Series F Preferred Units in
    September 2004, 520,000 and 400,000 of the Series E
    Preferred Units in August 2004 and November 2004. The remaining
    200 Series E Preferred Units were redeemed in February
    2005. The Series G Preferred Units were redeemed in March
    2005.(5)
    
    The Series H Preferred Units were converted into Common
    Units in May 2003.(6)
    
    The Series I Preferred Units have a par value of $100,000.(7)
    
    The Series K Preferred Units were converted into Common
    Units in September 2004.(8)
    
    The Series L Preferred Units were converted to Common Units
    in December 2004.  (9)
    Unitholders
    Equity  A-1
    Common Units
  A-1 A-1 A-1 A-1
 74




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   A-1 A-1
  Units
    of Beneficial Interest
    Preferred
    Unit Redemption and Conversions
    Common
    Unit Repurchase and Issuances
     75




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Preferred
    Units
    AnnualRedemption


Liquidation


Distribution Rate


December 31,Description

Date


Value


per Unit


2005


2004Series E Preferred Units; 0
    and 200,000 units issued and outstanding at
    December 31, 2005 and 2004, respectively (1)


02/04/05



25.00



2.09


$



$
4,929Series I Preferred Unit;
    500 units issued and outstanding at December 31, 2005
    and 2004, respectively (2)


02/01/28



100,000



7,660


$
50,000


$
50,000Series M Preferred Unit;
    1 unit issued and outstanding at December 31, 2005 and
    2004, respectively


N/A



10,000



455


$
10


$
10Series N-1
    Preferred Unit; 0 units issued and outstanding at
    December 31, 2004 and 300 at December 31, 2005


N/A



416.67



14.16


$
125


$
Series N-2
    Preferred Unit; 0 units issued and outstanding at
    December 31, 2004 and 700 at December 31, 2005


N/A



178.57



6.08


$
125


$
     (1)
    
    We redeemed 520,000 of the Series E Preferred Units in
    August 2004, 400,000 in November 2004 and 200,000 in February of
    2005.(2)
    
    Series I Preferred Units may be redeemed for cash at our
    option, in whole or in part, at a redemption price equal to the
    liquidation price per unit, plus accrued and unpaid
    distributions, if any, on or after the redemption date indicated.     76




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Dividend
    Reinvestment and Share Purchase Plan
  Trust A-1
  Series M
    Preferred Unit
  and/or
  Series N-1
    and N-2 Preferred Units
  Series N-1 Series N-2 Series N-1 Series N-1
  (10)
    Benefit
    Plans    10-year
 77




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Share
    Options, Trustee Options and Share Purchase Plan
  1 3
  10-year
      Weighted-AverageNumber of


Exercise Prices





RemainingOptions


Range


Average


Expiration Date


Contractual LifeOptions with DEUs


678,498


$
19.00 - $22.44


$
20.41



2007 - 2009



3.14 yearsOptions without DEUs


1,962,278


$
14.68 - $42.15


$
26.56



2007 - 2014



7.25 yearsOutside Trustees


61,250


$
22.56 - $23.95


$
23.14



2009 - 2011



4.51 yearsTotal


2,702,026


$
14.68 - $42.15


$
24.94     Number ofNumber of


Weighted Average


OptionsOptions


Exercise Price


ExercisableBalance/Average at
    December 31, 2002


9,236,362


$
22.44



5,314,210Granted


15,823



22.42Exercised


(2,101,605
)


19.58Forfeited


(762,838
)


24.38Balance/Average at
    December 31, 2003


6,387,742


$
23.15



4,546,725Granted


647,825



26.83Exercised


(3,002,193
)


22.85Forfeited


(152,148
)


25.45Balance/Average at
    December 31, 2004


3,881,226


$
23.41



2,891,895Granted


515,157



35.15Exercised


(1,561,998
)


24.10Forfeited


(132,359
)


29.08Balance/Average at
    December 31, 2005


2,702,026


$
24.94



2,225,514  78




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Restricted
    Share Unit Awards
    1 3
    Dividend
    Equivalent Units
        Special
    Long-Term Incentive Plan
  A-2 one-for-one
 79




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   401(k)
    Plan and Nonqualified Deferred Compensation Plan
    Deferral
    of Fees by Non-Employee Trustees
  1-to-1
    (11)
    Financial
    Instruments and Hedging Activities  Fair
    Value of Financial Instruments
   80




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at December 31,


Balance at December 31,2005


2004Carrying


Estimated


Carrying


EstimatedAmounts


Fair Value


Amounts


Fair ValueBorrowings:Unsecured credit facilities

$
394,578


$
394,578


$
19,000


$
19,000Long-Term Unsecured Debt


2,545,119



2,623,056



2,099,132



2,262,778Mortgages payable


2,393,652



2,393,389



2,031,505



2,093,436Interest rate contracts:Interest rate swaps

$
3,618


$
3,618


$
10,209


$
10,209Interest rate caps


339



339







Forward Contracts:Foreign currency forward

$
(15
)

$
(15
)

$



$
Energy Contracts:Electricity contracts

$
(26
)

$
(26
)

$



$
Fuel oil contracts


(6
)


(6
)






     Interest
    Rate Hedging Activities
       81




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Notional


Maturity


Carrying andAmount


Date Range


Estimated Fair ValueCash flow hedges:Interest rate caps

$
108,603



2007 - 2013


$
272Interest rate swaps


30,191



2011



(199
)Total cash flow hedges

$
138,794



2007 - 2013


$
73Fair value hedges:Interest rate swaps

$
75,055



2008


$
2,017Total rate of return swaps


43,596



2006 - 2007



1,800Total fair value hedges

$
118,651



2006 - 2008


$
3,817Total hedges

$
257,445



2006 - 2013


$
3,890     Foreign
    Currency Hedging Activities
    Energy
    Contract Hedging Activities
   82




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Equity
    Securities Hedging Activities
     83




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (12)
    Selected
    Quarterly Financial Data    (Unaudited)Three Months Ended3-31(1)


6-30(1)


9-30(1)


12-31(1)2005:Total revenues

$
202,460


$
209,910


$
260,165


$
274,367Earnings from operations


5,123



29,239



57,481



42,534Income from unconsolidated entities


11,117



5,794



1,839



3,682Other non-operating income


24,005



4,778



72



(48
)Plus net earnings from
    discontinued operations


33,597



22,523



128,671



331,096Less Preferred Unit distributions


1,697



958



958



958Net earnings attributable to
    Common Units   Basic

$
72,145


$
61,376


$
187,105


$
376,306Net earnings per Common
    Unit: (2) Basic

$
0.32


$
0.28


$
0.80


$
1.53Diluted

$
0.32


$
0.27


$
0.80


$
1.522004:Total revenues

$
174,210


$
183,584


$
189,851


$
195,965Earnings from operations


30,650



34,634



28,037



23,380Income from unconsolidated entities


5,276



7,354



5,485



(213
)Other non-operating income


10,510



9,951



7,701



Less minority interest:Convertible operating partnership
    units


(352
)






(108
)


Plus net earnings from
    discontinued operations


67,174



39,132



118,292



224,800Less Preferred Unit distributions


4,447



4,459



5,706



1,642Net earnings attributable to
    Common Units   Basic

$
109,515


$
86,612


$
153,917


$
246,325Net earnings per Common Unit: Basic

$
0.50


$
0.39


$
0.70


$
1.12Diluted

$
0.49


$
0.39


$
0.70


$
1.11     (1)
    
    Net earnings from discontinued operations have been reclassified
    for all periods presented.(2)
    
    Due to independent calculations of quarterly and annual earnings
    per share, the sum of quarterly per share amounts may not equal
    the annual amounts.  (13)
    Segment
    Data   84




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  year-to-year
    Years Ended
    December 31,2005


2004


2003Reportable apartment communities
    segment revenues:Same-Store:Garden communities

$
356,301


$
344,367


$
343,279High-rise properties


270,699



260,764



258,533Non Same-Store:Garden communities


165,582



70,295



22,790High-rise properties


73,188



34,191



8,779Ameriton(1)


17,749



11,509



8,446Other non-reportable operating
    segment revenues


7,353



3,276



3,277Total segment and consolidated
    revenues

$
890,872


$
724,402


$
645,104   Years Ended
    December 31,2005


2004


2003Reportable apartment communities
    segment NOI:Same-Store:Garden communities

$
242,230


$
234,360


$
237,845High-rise properties


177,285



171,676



172,675Non Same-Store:Garden communities


108,007



42,942



13,348High-rise properties


49,065



22,467



5,758Ameriton(1)


8,635



5,615



4,628Other non-reportable operating
    segment NOI


5,361



2,809



2,613Total segment NOI


590,583



479,869



436,867Reconciling items:Other income


56,030



19,208



19,334Depreciation on real estate
    investments


(216,378
)


(170,535
)


(135,124
)Interest expense


(187,982
)


(144,500
)


(121,671
)General and administrative expenses


(58,604
)


(55,479
)


(49,838
)Other expenses


(49,271
)


(11,862
)


(35,324
)Consolidated earnings from
    operations

$
134,378


$
116,701


$
114,244     (1)
    
    While rental revenue and NOI are the primary measures we use to
    evaluate the performance of our assets, management also utilizes
    gains from the disposition of real estate when evaluating the
    performance of 85




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Ameriton as its primary focus is the opportunistic acquisition,
    development and eventual disposition of real estate with a short
    term investment horizon. During 2005, 2004 and 2003, pre-tax
    gains, net of internal disposition costs, from the disposition
    of Ameriton real estate were $75.2 million,
    $65.1 million and $42.7 million, respectively. These
    gains are classified within discontinued operations. Ameriton
    assets are excluded from our Same-Store population as they are
    acquired or developed to achieve short-term opportunistic gains,
    and therefore, the average holding period is typically much
    shorter than the holding period of assets operated by the REIT.  Year Ended
    December 31,2005


2004Reportable operating communities
    segment assets:Same-Store:Garden communities

$
2,707,990


$
2,755,594High-rise properties


2,370,872



2,391,736Non Same-Store:Garden communities


2,832,381



1,460,707High-rise properties


1,558,366



932,811Ameriton


412,084



472,725FHA/ADA Settlement Capital Accrual


47,198



Other non-reportable operating
    segment assets


175,910



72,172Total segment assets


10,104,801



8,085,745Real estate held for sale, net


417,770



371,751Total segment assets


10,522,571



8,457,496Reconciling items:Investment in and advances to
    unconsolidated entities


132,728



111,481Cash and cash equivalents


13,638



203,255Restricted cash in tax-deferred
    exchange escrow


495,274



120,095Other assets


302,967



173,717Consolidated total assets

$
11,467,178


$
9,066,044     (14)
    Income
    Taxes   86




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       For the Year Ended
    December 31,2005


2004


2003(Estimated)GAAP net earnings

$
701,504


$
612,623


$
494,191Book to tax differences:Depreciation and amortization(1)


14,415



12,165



(1,146
)Gain or loss from capital
    transactions


(331,622
)


(67,889
)


(127,611
)Deferred compensation and other
    reserves


(1,936
)


3,177



8,566Other, net


1,888



(8,111
)


17,017Taxable income, including capital
    gains

$
384,249


$
551,965


$
391,017     (1)
    
    We use accelerated depreciable lives for tax purposes. This
    results in higher depreciation expense on newly acquired assets
    for tax purposes relative to GAAP. This was partially offset by
    the Smith Merger in 2001 and the Oakwood transaction in 2005 as
    GAAP depreciation expense for the related assets was based on
    fair value and tax depreciation was based on a lower historical
    tax basis.    For the Year Ended
    December 31,2005


2004


2003(Estimated)Distributions have been made as
    follows:Distributions to Archstone-Smith
    Trust

$
353,572


$
545,586


$
340,819Distributions to unitholders


44,472



68,311



47,489Dividends paid deduction(1)

$
398,044


$
613,897


$
388,308     (1)
    
    Includes a special dividend of $221 million paid in
    December 2004, and reflects distribution of all ordinary income
    and capital gains.    For the Year Ended
    December 31,2005


2004


2003The following table summarizes the
    taxability of our distributions for the past three years:Ordinary income


65
%


46
%


45
%Capital gains(1)


35
%


54
%


55
%100
%


100
%


100
%     (1)
    
    Includes 34.3%, 22.8% and 6.2% of unrecaptured section 1250
    gains in 2005, 2004, and 2003, respectively. 87




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     For the Year Ended
    December 31,2005


2004


2003Income tax expense (benefit)Current

$
21,854


$
20,119


$
16,645Deferred


(2,255
)


(1,314
)


(873
)Total expense

$
19,599


$
18,805


$
15,772     For the Year Ended
    December 31,2005


2004


2003Computed expected tax expense

$
19,039


$
17,801


$
15,016Increase in income taxes resulting
    from state taxes and other


560



1,004



756Income tax expense

$
19,599


$
18,805


$
15,772     Years Ended
    December 31,2005


2004Deferred tax assets:Deferred compensation

$
3,775


$
2,920Reserves


421



378Real estate, principally due to
    depreciation


1,310



Other


928



125Deferred tax assets


6,434



3,423Deferred tax liabilities:Real estate, principally due to
    depreciation






351Income from unconsolidated entities


3,271



2,164Deferred tax liabilities


3,271



2,515Net deferred tax asset (liability)

$
3,163


$
908   (15)
    Commitments
    and Contingencies  Commitments
   88




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006

$
4,9452007


4,9822008


5,0312009


5,0832010


5,102Thereafter
    (2011-2077)

$
288,024Total

$
313,167     Guarantees
    and Indemnifications
    and/or
    Litigation
    and Contingencies
     89




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     and/or and/or
    (16)
    Supplemental
    Cash Flow Information    
    Issued $408.0 million, $10.8 million and
    $47.6 million of
    A-1 Common
    Units as partial consideration for properties acquired during
    2005, 2004 and 2003, respectively;
    Issued $250,000 of
    Series N-1
    and N-2 Preferred Units ($125,000 each) as partial consideration
    for real estate during 2005;
    Holders of Series K Preferred Units and Series L
    Preferred Units converted $25.0 million of each Series into
    Common Units during 2004;
    Holders of Series H Preferred Units converted
    $71.5 million of their units into Common Units during 2003;
    Holders of Series A Preferred Units converted
    $71.9 million of their units into Common Units during 2003;
    Redeemed $8.4 million, $47.9 million and
    $25.5 million
    A-1 Common
    Units for
    A-2 Common
    Units during 2005, 2004 and 2003, respectively;
    Assumed mortgage debt of $864.2 million,
    $113.6 million and $55.4 million during 2005, 2004 and
    2003, respectively, in connection with the acquisition of
    apartment communities;
    Recorded a $47.2 million accrual for anticipated capital
    spending to bring properties named in the FHA and ADA settlement
    into compliance in 2005; and
    Recorded an accrual related to moisture infiltration and
    resulting mold remediation for $36.1 million at one of our
    high-rise properties in Southeast Florida during 2003.  (17)
    Related
    Party Transactions   90




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              91




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Supplementary
    Information             92




---



##### Table of Contents



SCHEDULE III  ARCHSTONE-SMITH
    OPERATING TRUST
    REAL ESTATE AND ACCUMULATED DEPRECIATION
    December 31, 2005
    (Dollar amounts in thousands)
  Initial Cost toArchstone-Smith


Costs


Gross Amount at WhichOperatingTrust


Capitalized


Carried at Year EndEncum-





Buildings &


Subsequent to





Buildings &





Accumulated


Construction


YearUnits


brances


Land


Improvements


Acquisition


Land


Improvements


Totals


Depreciation


Year


AcquiredApartment Communities:Garden Communities:Atlanta, Georgia


1,282



16,454



24,326



56,879



23,575



28,080



76,700



104,780



(8,331
)


1998-2001



1999-2005Austin, Texas


1,132



10,979



8,480



34,129



33,840



13,622



62,827



76,449



(12,232
)


1996-2002



1996-2002Baton Rouge, Louisiana


312



10,178



2,084



10,968



441



2,098



11,395



13,493



(182
)


1987



2005Boston, Massachusetts


1,728



133,602



51,222



237,112



53,904



58,318



283,920



342,238



(32,237
)


1975-2005



1999-2005Chicago, Illinois


125



7,337



2,071



11,708



866



2,251



12,394



14,645



(2,739
)


1987



1999Dallas, Texas


2,106



33,142



21,827



100,105



20,587



23,099



119,420



142,519



(16,016
)


1983-1999



1993-2005Denver, Colorado


1,369



8,500



13,521



33,063



82,607



14,947



114,244



129,191



(20,772
)


1981-2003



1992-2003Detroit, Michigan


396







8,107



19,223



(1,098
)


8,108



18,124



26,232



(314
)


1989



2005El Paso, Texas


379



11,685



1,307



11,802



148



1,307



11,950



13,257



(52
)


1974



2005Greater NYC Metropolitan Area


396



78,000



23,211



4,058



54,836



23,211



58,894



82,105



(852
)


2004



2001Houston, Texas


1,651







18,067



64,372



19,325



19,705



82,059



101,764



(20,237
)


1972-1998



1994-2005Inland Empire, California


1,298







10,436



59,147



12,372



12,209



69,746



81,955



(18,446
)


1985-1990



1996-1997Los Angeles, California


8,530



261,655



515,817



797,362



305,405



519,190



1,099,394



1,618,584



(47,829
)


1969-2004



1998-2005Orange County, California


2,063







39,605



121,417



99,736



49,499



211,259



260,758



(33,049
)


1986-2002



1996-2005Orlando, Florida


312







3,110



17,620



1,263



3,745



18,248



21,993



(5,163
)


1988



1999Phoenix, Arizona


2,436



71,770



68,249



18,860



23,550



69,935



40,724



110,659



(7,532
)


1978-1994



1995-2005Portland, Oregon


228







851







12,997



3,261



10,587



13,848



(3,487
)


1996



1996Sacramento, California


301



18,500



8,561



10,581



12



8,561



10,593



19,154



(47
)


1974



2005San Diego, California


2,803



33,656



78,314



95,314



180,845



84,329



270,144



354,473



(41,115
)


1986-2005



1996-2005San Francisco, California


6,028



155,809



255,310



402,280



254,649



265,400



646,839



912,239



(94,796
)


1909-2004



1995-2005Seattle, Washington


4,000



68,090



83,817



177,883



107,587



92,702



276,585



369,287



(51,694
)


1976-2003



1997-2005Southeast Florida


3,700



10,566



111,433



298,774



49,348



116,650



342,905



459,555



(22,491
)


1988-2003



1998-2005Stamford, Connecticut


160







5,775



1,225



29,678



6,315



30,363



36,678



(2,753
)


2002



2002Ventura County, California


1,018







40,210



72,232



44,293



40,648



116,087



156,735



(9,138
)


1985-2005



1997-2005Washington, D.C. Metropolitan
    Area


8,996



246,877



282,559



699,429



189,688



293,452



878,224



1,171,676



(98,546
)


1967-2002



1994-2005Garden Communities
    Total


52,749



1,176,800



1,678,270



3,355,543



1,600,454



1,760,642



4,873,625



6,634,267



(550,050
)High-Rise Properties:Boston, Massachusetts


1,633



58,900



47,452



154,868



174,260



47,918



328,662



376,580



(17,364
)


1901-1998



1997-2005Chicago, Illinois


2,872



103,915



70,324



388,324



23,700



71,662



410,686



482,348



(43,874
)


1972-2000



1997-2005Los Angeles, California


1,073







34,402



139,613



45,829



34,695



185,149



219,844



(9,070
)


1934-2004



2003-2004Minneapolis, Minnesota


371



18,121



6,523



27,465



144



6,524



27,608



34,132



(345
)


1983-1994



2005NYC Metropolitan Area


1,649



355,016



214,577



359,791



195,786



279,543



490,611



770,154



(22,862
)


1986-2003



2002-2005Portland, Oregon


156







2,134



20,226



46



2,134



20,272



22,406



(250
)


1992



2005San Diego, California


387







5,963



33,789



3,563



6,053



37,262



43,315



(8,795
)


1992



1999San Francisco, California


444







38,400



57,109



1,143



38,410



58,242



96,652



(926
)


1966



2005Seattle, Washington


338



35,551



16,295



46,042







16,295



46,042



62,337



(574
)


1992-1998



2005Washington, D.C. Metropolitan
    Area


11,719



593,705



582,947



1,420,478



204,995



597,111



1,611,309



2,208,420



(175,218
)


1944-2005



2001-2005High-Rise Properties
    Total


20,642



1,165,208



1,019,017



2,647,705



649,466



1,100,345



3,215,843



4,316,188



(279,278
)Germany


822



33,152



755



43,702







755



43,702



44,457







1967-1970



2005FHA/ADA Settlement Capital Accrual






























47,198Total Apartment
    Communities   Operating and Under
    Construction


74,213



2,375,160



2,698,042



6,046,950



2,249,920



2,861,742



8,133,170



11,042,110



(829,328
)Other:Development communities In Planning
    and Owned


3,841



6,120























133,969Hotel, retail and other assets






12,372























183,185



(7,365
)Total real estate assets


78,054



2,393,652























11,359,264



(836,693
)  93




---



##### Table of Contents



SCHEDULE III
    Years Ended
    December 31,Carrying Amounts

2005


2004


2003Balance at January 1

$
9,221,038


$
8,999,180


$
9,297,735Apartment communities:Acquisition-related expenditures


2,671,112



1,080,639



573,768Redevelopment expenditures


106,264



40,999



69,649Recurring capital expenditures


48,311



50,147



48,960Development expenditures,
    excluding land acquisitions


324,740



333,782



91,430Acquisition and improvement of
    land for development


81,340



175,470



125,581Dispositions


(1,175,834
)


(1,460,046
)


(1,209,956
)Provision for possible loss on
    investments and hurricane retirements


(9,803
)






(3,714
)Net apartment community activity

$
2,046,130


$
220,991


$
(304,282
)Other:Change in other real estate assets


92,096



867



5,727Balance at December 31

$
11,359,264


$
9,221,038


$
8,999,180   Years Ended
    December 31,Accumulated
    Depreciation

2005


2004


2003Balance at January 1

$
763,542


$
648,982


$
578,855Depreciation for the year(1)


220,770



203,639



203,356Accumulated depreciation on real
    estate dispositions


(147,619
)


(89,079
)


(133,229
)Balance at December 31

$
836,693


$
763,542


$
648,982     (1)
    
    Depreciation is net of $18.0 million and $16.4 million
    for intangible assets related to the value of leases in place
    for real estate acquired in 2005 and 2004, respectively. 94




---



##### Table of Contents



SCHEDULE IV  ARCHSTONE-SMITH
    TRUST
    MORTGAGE LOANS ON REAL ESTATE
    December 31, 2005
    (Dollar amounts in thousands)
  Principal Amount ofLoans Subject toFinal


Periodic











DelinquentMaturity


Payment


Prior


Face Amount


Carrying Amount


Principal orDescription

Interest Rate


Date


Term


Liens


of Mortgages


of Mortgages


InterestMezzanine Loans:Virginia


18
%


7/07 -  5/08



(1
)


(3
)

$
37,702


$
26,035



Washington, D.C.


18
%


1/08 -  2/08



(1
)


(3
)


23,220



17,297



Massachusetts


18
%


1/01/08



(1
)


(3
)


7,687



5,409



New York


LIBOR + 5
%


11/16/10



(1
)


(3
)


25,654



25,654



$
94,263


$
74,395



   2005


2004Balance at January 1

$
8,729


$
New Mortgage Loans


97,096



8,650Other(2)


5,224



79Collections of Principal


(36,654
)


Balance at December 31


74,395


$
8,729     (1)
    
    Outstanding principal plus accrued and unpaid interest is
    generally due on the maturity date unless specified as payable
    monthly in the loan agreement. Partial prepayment is required to
    the extent the borrower receives proceeds from the sale of
    constructed units in accordance with contracted terms.(1)
    
    A portion of the accrued interest amount is added to the
    principal amount on a monthly basis on the majority of the loans.(3)
    
    Our rights to the underlying collateral in the event of default
    are subordinate to a primary mortgage lender. 95




---



##### Table of Contents



ARCHSTONE-SMITH
    OPERATING TRUST
  SIGNATURES
      By:
    /s/  R. Scot Sellers    Chairman of the Board and
 Chief Executive Officer
    Signature

Title

Date/s/  R. Scot SellersR.
    Scot Sellers

Chief Executive Officer and
    Trustee (principal executive officer)

March 9, 2006/s/  Charles E.
    Mueller, Jr.Charles
    E. Mueller, Jr.

Chief Financial Officer
    (principal financial officer)

March 9, 2006/s/  Mark A.
    SchumacherMark
    A. Schumacher

Chief Accounting Officer
    (principal accounting officer)

March 9, 2006ARCHSTONE-SMITH
    OPERATING TRUST
    By: /s/  R.
    SCOT
    SELLERSChief
    Executive Officer

Trustee

March 9, 2006  96




---



##### Table of Contents

INDEX TO
    EXHIBITS



Rule 12b-32,




|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      
|3.1    |  | Articles of Amendment and
    Restatement of Trust of Archstone-Smith Operating Trust
    (incorporated by reference to Exhibit 4.3 to
    Archstone-Smith Trusts Current Report of
    Form 8-K
    filed with the SEC on November 1, 2001)                                                                                                                                                                                                                                                                                     
|3.2    |  | Articles of Amendment to
    Archstone-Smith Operating Trust Articles of Amendment and
    Restatement (incorporated by reference to Exhibit 3.1 to
    Archstone-Smith Trusts Current Report on
    Form 8-K
    filed with the SEC on May 10, 2005)                                                                                                                                                                                                                                                                            
|3.3    |  | Amended and Restated Bylaws of
    Archstone-Smith Operating Trust (incorporated by reference to
    Exhibit 4.2 to the Archstone-Smith Trusts Current
    Report on
    Form 8-K
    filed with the SEC on November  1, 2001)                                                                                                                                                                                                                                                                                                   
|4.1    |  | Indenture, dated as of
    February 1, 1994, between Archstone-Smith Operating Trust
    (formerly Archstone Communities Trust) and Morgan Guaranty Trust
    Company of New York, as Trustee relating to Archstone-Smith
    Operating Trusts (formerly Archstone Communities Trust)
    unsecured senior debt securities (incorporated by reference to
    Exhibit 4.2 to Archstone-Smith Operating Trusts
    (formerly Archstone Communities Trust) Annual Report on
    Form 10-K
    for the year ended December 31, 1993)
|4.2    |  | First Supplemental Indenture,
    dated February 2, 1994, among Archstone-Smith Operating
    Trust (formerly Archstone Communities Trust), Morgan Guaranty
    Trust Company of New York and State Street Bank and Trust
    Company, as successor Trustee (incorporated by reference to
    Exhibit 4.3 to Archstone-Smith Operating Trusts
    (formerly Archstone Communities Trust) Current Report on
    Form 8-K
    dated July 19, 1994)                                                                                 
|4.3    |  | Indenture, dated as of
    August 14, 1997, between Security Capital Atlantic
    Incorporated and State Street Bank and Trust Company, as Trustee
    (incorporated by reference to Exhibit 4.8 to Security
    Capital Atlantic Incorporateds Registration Statement on
    Form S-11
    (File
    No. 333-30747))                                                                                                                                                                                                            
|4.5    |  | Form of Archstone-Smith Trust
    common share ownership certificate (incorporated by reference to
    Exhibit 3.3 to Archstone-Smith Trusts Registration
    Statement on
    Form S-4
    (File
    No. 333-63734))                                                                                                                                                                                                                                                                                                            
|4.10   |  | Form of Archstone-Smith Trust
    share certificate for Series I Preferred Shares
    (incorporated by reference to Exhibit 3.8 to
    Archstone-Smith Trusts Registration Statement on
    Form S-4
    (File
    No. 333-63734))                                                                                                                                                                                                                                                                                               
|10.1   |  | Articles of Amendment and
    Restatement of Archstone-Smith Operating Trust (incorporated by
    reference to Exhibit 4.1 to the Archstone-Smith
    Trusts Current Report on
    Form 8-K
    filed with the SEC on November 1, 2001)                                                                                                                                                                                                                                                                                          
|10.2   |  | Amended and Restated Bylaws of
    Archstone-Smith Operating Trust (incorporated by reference to
    Exhibit 4.4 to the Archstone-Smith Trusts Current
    Report on
    Form 8-K
    filed with the SEC on November  1, 2001)                                                                                                                                                                                                                                                                                                   
|10.3   |  | Articles Supplementary for
    Series E Cumulative Redeemable Preferred Units of
    Beneficial Interest of Archstone-Smith Operating Trust
    (incorporated by reference to Exhibit 10.1 of
    Archstone-Smiths Quarterly Report on
    Form 10-Q
    for the Quarter Ended September 30, 2002)                                                                                                                                                                                                                               
|10.4   |  | Articles Supplementary for
    Series F Cumulative Redeemable Preferred Units of
    Beneficial Interest of Archstone-Smith Operating Trust
    (incorporated by reference to Exhibit 10.2 of
    Archstone-Smiths Quarterly Report on
    Form 10-Q
    for the Quarter Ended September 30, 2002)                                                                                                                                                                                                                               
|10.5   |  | Articles Supplementary for
    Series G Cumulative Redeemable Preferred Units of
    Beneficial Interest of Archstone-Smith Operating Trust
    (incorporated by reference to Exhibit 10.3 of
    Archstone-Smiths Quarterly Report on
    Form 10-Q
    for the Quarter Ended September 30, 2002)                                                                                                                                                                                                                               
|10.6   |  | Articles Supplementary for
    Series M Preferred Unit of Beneficial Interest of
    Archstone-Smith Operating Trust (incorporated by reference to
    Exhibit 3.1 to the Archstone-Smith Trusts Current
    Report on
    Form 8-K
    filed with the SEC on December 16, 2004)                                                                                                                                                                                                                                                 
|10.7   |  | Articles Supplementary for
    Series N-1
    Preferred Unit of Beneficial Interest and N-2 Preferred Unit of
    Beneficial Interest of Archstone-Smith Operating Trust
    (incorporated by reference to Exhibit 3.1 to the
    Archstone-Smith Operating Trusts Current Report on
    Form 8-K
    filed with the SEC on August 2, 2005)                                                                                                                                                                                      

97



---



##### Table of Contents



Number

Description10.8

Amendment to 1996 Share
    Option Plan for Independent Trustees (incorporated by reference
    to Exhibit 4.6 to Archstone Communities Trusts
    Registration Statement on
    Form S-8
    (File
    No. 333-60815))10.9

Archstone-Smith Trust 2001
    Long-Term Incentive Plan (incorporated by reference to
    Exhibit 10.14 to Archstone-Smith Trusts Registration
    Statement on
    Form S-4
    (File
    No. 333-63734))10.10

Archstone-Smith Deferred
    Compensation Plan (incorporated by reference to
    Exhibit 10.5 to Archstone-Smiths Annual Report on
    Form 10-K
    for the year ended December 31, 2001)10.11

Amendment to Archstone-Smith
    Trust 2001 Long-Term Incentive Plan (incorporated by
    reference to Exhibit 10.1 of Archstone-Smith Trusts
    Annual Report on
    Form 10-Q
    for the Quarter Ended June 30, 2004)10.12

Form of Non-Qualified Share Option
    Agreement for Archstone-Smith Trust 2001 Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.1
    of Archstone-Smith Trusts Annual Report on
    Form 10-Q
    for the Quarter Ended September 30, 2004)10.13

Form of Restricted Share Unit
    Agreement for Archstone-Smith Trust 2001 Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.1
    of Archstone-Smith Trusts Annual Report on
    Form 10-Q
    for the Quarter Ended September 30, 2004)10.14

Form of Restricted Share Unit
    Agreement for Archstone-Smith Trust Equity Plan for Outside
    Trustees (incorporated by reference to Exhibit 10.1 of
    Archstone-Smith Trusts Annual Report on
    Form 10-Q
    for the Quarter Ended September 30, 2004)10.15

Form of Indemnification Agreement
    entered into between Archstone-Smith Trust and each of its
    officers and Trustees (incorporated by reference to
    Exhibit 10.6 to Archstone-Smith Trusts Annual Report
    on From 10K for the year ended December 31, 2003)10.16

Form of Change in Control
    Agreement between Archstone-Smith Trust and certain of its
    officers (incorporated by reference to Exhibit 10.7 to
    Archstone-Smiths Annual Report on
    Form 10-K
    for the year ended December 31, 2002)10.17

Amended and Restated Credit
    Agreement, dated as of October 30, 2003, by and among
    Archstone-Smith Operating Trust, as borrower, and
    Archstone-Smith Trust as parent, and J.P. Morgan Chase
    Bank, as administrative agent, and Bank of America, N.A., and
    Wells Fargo Bank, N.A., as syndication agents, and Suntrust Bank
    and Commerzbank A.G., New York and Grand Cayman Branches, as
    documentation agents (incorporated by reference to
    Exhibit 10.16 to Archstone-Smiths Annual Report on
    Form 10-K for the year ended December 31, 2004)10.18

Archstone Dividend Reinvestment
    and Share Purchase Plan (incorporated by reference to the
    prospectus contained in Archstone-Smith Trusts
    Registration Statement on
    Form S-3
    (No.
    333-44639-01))10.19

2006 and 2007 schedule of
    applicable dates under the Archstone Dividend Reinvestment and
    Share Purchase Plan (included by reference to Exhibit 99.1
    to Archstone-Smith Trusts current report on
    form 8-K
    filed with the SEC on February 14, 2006)10.20

Shareholders Agreement,
    dated as of October 31, 2001, by and among Archstone-Smith
    Trust, Archstone-Smith Operating Trust, Robert H. Smith and
    Robert P. Kogod (incorporated by reference to Exhibit 10.1
    to Archstone-Smith Trusts Current Report on
    Form 8-K
    filed with the SEC on November 1, 2001)10.21

Noncompetition Agreement by and
    among Charles E. Smith Residential Realty, Inc., Charles E.
    Smith Residential Realty L.P. and Robert P. Kogod and Robert H.
    Smith (incorporated by reference to Exhibit 10.1 of Charles
    E. Smith Residential Realty, Inc.s Annual Report on
    Form 10-K
    for the year ended December 31, 1994)10.22

Registration Rights and
    Lock-up
    Agreement (incorporated by reference to Exhibit 10.2 of
    Charles E. Smith Residential Realty, Inc.s Annual Report
    on
    Form 10-K
    for the year ended December 31, 1994)10.23

License Agreement between Charles
    E. Smith Management, Inc. and Charles E. Smith Residential
    Realty, Inc. (incorporated by reference to Exhibit 10.35 of
    Charles E. Smith Residential Realty, Inc.s Annual Report
    on
    Form 10-K
    for the year ended December 31, 1994)10.24

License Agreement between Charles
    E. Smith Management, Inc. and Charles E. Smith Residential
    Realty L.P. (incorporated by reference to Exhibit 10.36 of
    Charles E. Smith Residential Realty, Inc.s Annual Report
    on
    Form 10-K
    for the year ended December 31, 1994) 98




---



##### Table of Contents



|       |  |                                                                                                                                                                                                                                
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                                                                                                    
|      
|12.1   |  | Computation of Ratio of Earnings
    to Fixed Charges                                                                                                                                                                          
|12.2   |  | Computation of Ratio of Earnings
    to Combined Fixed Charges and Preferred Share Dividends                                                                                                                                   
|15.1   |  | Consent of Independent Registered
    Public Accounting Firm                                                                                                                                                                   
|21     |  | Subsidiaries of Archstone-Smith                                                                                                                                                                                                
|31.1   |  | Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002                                                                                                                     
|31.2   |  | Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002                                                                                                                     
|32.1   |  | Certification of Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002                                                                                                                     
|32.2   |  | Certification of Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002                                                                                                                     
|99.1   |  | Corporate Governance Guidelines
    (incorporated by reference to Exhibit 99.1 of
    Archstone-Smiths Quarterly Report on
    Form 10-Q
    for the Quarter Ended September 30, 2003)                                        
|99.3   |  | Audit Committee Charter
    (incorporated by reference to Exhibit 99.3 of
    Archstone-Smiths Quarterly Report on
    Form 10-Q
    for the Quarter Ended September 30, 2003)                                                
|99.4   |  | Management Development and
    Executive Compensation Committee Charter (incorporated by
    reference to Exhibit 99.4 of Archstone-Smiths
    Quarterly Report on
    Form 10-Q
    for the Quarter Ended September 30, 2003)
|99.5   |  | Nominating and Corporate
    Governance Committee Charter (incorporated by reference to
    Exhibit 99.5 of Archstone-Smiths Quarterly Report on
    Form 10-Q
    for the Quarter Ended September 30, 2003)                  



99