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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from                    to                    .
 Commission file number 1-10272
 Archstone
 (Exact name of Registrant as Specified in Its Charter)
 MARYLAND
    
    90-0042860(State or other jurisdiction of
    
    (IRS employerincorporation or organization)
    
    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)
 
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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Table of Contents
 Item
    
    Description
    
    PagePART IGlossary
    
    31.
    
    Business
    
    91A.
    
    Risk Factors
    
    121B.
    
    Unresolved Staff Comments
    
    182.
    
    Properties
    
    193.
    
    Legal Proceedings
    
    214.
    
    Submission of Matters to a Vote of Security Holders
    
    24PART II5.
    
    Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    256.
    
    Selected Financial Data
    
    257.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    297A.
    
    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
    
    479B.
    
    Other Information
    
    48PART III10.
    
    Directors, Executive Officers and Corporate Governance
    
    4911.
    
    Executive Compensation
    
    5112.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    7913.
    
    Certain Relationships and Related Transactions and Director Independence
    
    7914.
    
    Principal Accounting Fees and Services
    
    81PART IV15.
    
    Exhibits and Financial Statement Schedules
    
    82Articles of Amendment of Amended and Restated Declaration of TrustLetter Agreement, dated October 5, 2007Letter Agreement, dated November 27, 2007Credit Agreement (Affiliate Borrower I-A)Credit Agreement (Affiliate Borrower I-B)Credit Agreement (Affiliate Borrower II - Revolving Credit Facility)Employment Agreement - R. Scot SellersAward AgreementUnit Award AgreementUnit Award AgreementUnit Award AgreementSeparation and General Release AgreementAmendment to Separation and General Release AgreementSubsidiariesCertification of Chief Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of Chief Executive Officer Pursuant to Section 906Certification of Chief Financial Officer Pursuant to Section 906
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GLOSSARY
  Abbreviation, Acronym or Defined Term
    
    Definition/Description401(k) Plan
    
    Archstones 401(k) Plan.A-1 Common Unitholders
    
    Holders of A-1 Common Units.A-1 Common Units
    
    Archstone class A-1 common units of beneficial
interest, par value $0.01 per unit, which prior to the
Merger were redeemable for cash or, at the option of
Archstone-Smith, Common Shares. A-1 Common Units are
the common units of Archstone not held by
Archstone-Smith or, after the Merger, Series I Trust.A-2 Common Units
    
    Archstone class A-2 common units of beneficial
interest, par value $0.01 per unit. Series I Trust is
the sole holder of A-2 Common Units.ADA
    
    Americans with Disabilities Act, as amended.Ameriton
    
    AMERITON Properties Incorporated, which was a taxable
REIT subsidiary of Archstone prior to the Merger that
engaged in the opportunistic acquisition, development
and eventual disposition of real estate with a
shorter-term investment horizon. Ameriton merged into
Archstone-Smith on October 5, 2007.Annual Report
    
    This Annual Report on Form 10-K filed with the
Securities and Exchange Commission for the fiscal year
ended December 31, 2007.Archstone or Operating Trust
    
    Archstone, an entity organized as a real estate
investment trust under Maryland law (formerly
Archstone-Smith Operating Trust).Archstone-Smith
    
    Archstone-Smith Trust, an entity organized as a real
estate investment trust under Maryland law, which was a
publicly traded entity and our sole trustee and owned
89.5% of our Common Units immediately prior to the
Merger.Archstone-Smith Board
    
    The Board of Trustees of Archstone-Smith.Board
    
    Refers to the Archstone-Smith Board for periods prior
to the Merger or to the Series I Trust Board for
periods after the Merger.Buyer Parties
    
    Subsidiaries of an entity jointly controlled by Tishman
Speyer Real Estate Venture VII, L.P., and Lehman
Brothers Holdings, Inc.Common Share(s)
    
    Archstone-Smith common shares of beneficial interest,
par value $0.01 per share.Common Units
    
    The A-1 Common Units and the A-2 Common Units.Common Unitholders
    
    Holders of Common Units.Compensation Committee
    
    The Management Development and Executive Compensation
Committee of the Archstone-Smith Board in office prior
to completion of the Merger.Convertible Debt
    
    $575 million exchangeable senior unsecured notes that
were exchangeable into Common Shares prior to
completion of the Merger.Declaration of Trust
    
    Archstones Amended and Restated Declaration of Trust,
as filed with the State of Maryland on October 4, 2007,
as amended and supplemented.
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Abbreviation, Acronym or Defined Term
    
    Definition/DescriptionDeferred Compensation Plan
    
    Archstone-Smiths Deferred Compensation Plan, which was
terminated upon completion of the Merger.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
    
    Distributions paid on Archstone Common Units or
Preferred Units.DeWAG
    
    DeWAG Deutsche WohnAnlage GmbH.DRIP
    
    Archstone-Smiths Dividend Reinvestment and Share
Purchase Plan.Fannie Mae Mezzanine Lenders
    
    Lehman Brothers Holdings Inc., Bank of America, N.A.
and Barclays Capital Real Estate Finance Inc.Freddie Mac Mezzanine Lenders
    
    Lehman Brothers Holdings Inc., Bank of America, N.A.
and Barclays Capital Real Estate Finance Inc.FASB
    
    Financial Accounting Standards Board.FHA
    
    Fair Housing Act, as amended.Fund GP
    
    Tishman Speyer Archstone-Smith Multifamily (GP), L.P.,
a Delaware limited partnership and the sole general
partner of Tishman Speyer Archstone-Smith Multifamily
JV, L.P.Fund II GP
    
    Tishman Speyer Archstone-Smith Multifamily Parallel
(GP), L.P., a Delaware limited partnership and the sole
general partner of Tishman Speyer Archstone-Smith
Multifamily Parallel JV, L.P.GAAP
    
    Generally accepted accounting principles in the United
States.Governance GP
    
    Collectively, Tishman Speyer Real Estate Venture VII
(Governance), L.P., a Delaware limited partnership,
which is the sole general partner of the Fund GP, and
Tishman Speyer Real Estate Venture VII Parallel
(Governance), L.P., a Delaware limited partnership,
which is the sole general partner of the Fund II GPHigh-Rise
    
    Those communities with five or more above-ground floors.Independent Trustees
    
    Members of the Archstone-Smith Board meeting the New
York Stock Exchange definition of Independent
Director.In Planning
    
    Represents parcels of land owned or Under Control,
which are in the development planning process, upon
which construction of apartments is expected to
commence subsequent to the completion of the
entitlement and building permit processes.International
    
    Refers to our operational and investment activities in
Europe. Our real estate investments to date have been
limited to Germany.International Fund
    
    Combined group of Luxembourg, Dutch and German entities
in which we have a minority ownership interest.Junior Mezz Borrower
    
    Tishman Speyer Archstone-Smith Multifamily Junior Mezz
Borrower, L.P., an affiliate of the Venture.Lease-Up
    
    The phase during which newly constructed apartment
units are being leased for the first time, but prior to
the community becoming Stabilized.Lehman Sponsor
    
    REPE Archstone GP Holdings LLC, a Delaware limited
partnership.
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Abbreviation, Acronym or Defined Term
    
    Definition/DescriptionLIBOR
    
    London Interbank Offered Rate.Long-Term Unsecured Debt
    
    Collectively, Archstones long-term unsecured senior
notes payable and unsecured tax-exempt bonds.LTIP
    
    Archstone-Smiths Long Term Incentive Plan.Master Credit Facility
    
    Credit agreement with Lehman Brothers Inc., Banc of
America Securities LLC, Bank of America, N.A., Barclays
Capital Real Estate, Inc., and Lehman Commercial Paper
Inc. and other lenders from time to time parties
thereto which was entered into on October 5, 2007 and
amended and restated on November 27, 2007.Merger(s)
    
    A series of transactions which included (a) the merger
on October 4, 2007 of River Trust Acquisition (MD), LLC
with and into Archstone, with Archstone surviving (the
Operating Trust Merger), and (b) the merger on
October 5, 2007 of Archstone-Smith with and into Series
I Trust, with Series I Trust surviving (the
Archstone-Smith Merger).Merger Agreement
    
    The Agreement and Plan of Merger, dated as of May 28,
2007, among Archstone-Smith, Archstone, River Holding,
LP, River Acquisition (MD), LP and River Trust
Acquisition (MD), LLC, as amended by Amendment No. 1
thereto.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. NOI is a non-GAAP financial measure. 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  Results of Operations  Quantitative
Summary.Oakwood or Oakwood Worldwide
    
    The terms used in reference to a group of partnerships
coordinated by a common sponsor who contributed a group
of apartment communities to Archstone 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 affiliates 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.Outside Trustees
    
    Trustees of Archstone-Smith who were not employees of
Archstone-Smith or Archstone.Outside Trustee Plan
    
    Archstone-Smiths Equity Plan for Outside TrusteesPredecessor
    
    Archstone before the Operating Trust Merger.Preferred Units or Perpetual Preferred Units
    
    The Series I, O, P, Q-1 and Q-2 Preferred Units.REIT
    
    Real estate investment trust. This term is also used to
refer to consolidated subsidiaries of Archstone, but
excluding taxable and International subsidiaries unless
the context indicates otherwise.Restricted Share Unit or RSU
    
    A unit representing an interest in one Common Share,
subject to certain vesting provisions, granted to an
associate through Archstone-Smiths 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
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Abbreviation, Acronym or Defined Term
    
    Definition/Descriptionduring 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 Ameriton
properties, due to their short-term holding periods,
and International properties.Series A Preferred Units
    
    Archstone Series A Cumulative Preferred Units of
Beneficial Interest, par value $0.01 per unit, which
were redeemed in full in November 2003.Series D Preferred Units
    
    Archstone 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
    
    Archstone Series E 8.375% Cumulative Perpetual
Preferred Units, par value $0.01, which were redeemed
in full in February 2005.Series F Perpetual Preferred Units
    
    Archstone Series F 8.125% Cumulative Perpetual
Preferred Units, par value $0.01, which were redeemed
in full in September 2004.Series G Perpetual Preferred Units
    
    Archstone Series G 8.625% Cumulative Perpetual
Preferred Units, par value $0.01, which were redeemed
in full in March 2005.Series H Preferred Units
    
    Archstone 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
    
    Archstone Series I Cumulative Redeemable Preferred
Units of Beneficial Interest, par value $0.01 per unit,
redeemable in February 2028.Series K Preferred Units
    
    Archstone 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
    
    Archstone 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.Series M Preferred Unit
    
    Archstone Series M Preferred Unit of Beneficial
Interest, par value $0.01 per unit. The Series M
Preferred Unit was converted into a Series P Preferred
Unit as of the Merger, on materially the same terms and
conditions.Series N-1 Preferred Units
    
    Archstone Series N-1 Convertible Redeemable Preferred
Units of Beneficial Interest, par value $0.01 per unit.
Each Series N-1 Preferred Unit was converted into a
Series Q-1 Preferred Unit as of the Merger, on
materially the same terms and conditions.Series N-2 Preferred Units
    
    Archstone Series N-2 Convertible Redeemable Preferred
Units of Beneficial Interest, par value $0.01 per unit.
Each Series N-2 Preferred Unit was converted into a
Series Q-2 Preferred Unit as of the Merger, on
materially the same terms and conditions.Series O Preferred Units
    
    Archstone Series O Preferred Units of Beneficial
Interest, par value $0.01 per unit.
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Abbreviation, Acronym or Defined Term
    
    Definition/DescriptionSeries P Preferred Units
    
    Archstone Series P Preferred Units of Beneficial
Interest, par value $0.01 per unit.Series Q-1 Preferred Units
    
    Archstone Series Q-1 Preferred Units of Beneficial
Interest, par value $0.01 per unit.Series Q-2 Preferred Units
    
    Archstone Series Q-2 Preferred Units of Beneficial
Interest, par value $0.01 per unit.Series I Trust
    
    Tishman Speyer Archstone-Smith Multifamily Series I
Trust, a Maryland real estate investment trust, which
is the sole holder of the A-2 Common Units and sole
trustee of Archstone after the Merger.Series I Trust Board
    
    The Board of Trustees of Series I Trust.Series II LLC
    
    Tishman Speyer Archstone-Smith Multifamily Series II,
L.L.C.Series III LLC
    
    Tishman Speyer Archstone-Smith Multifamily Series III,
L.L.C.Smith Merger
    
    The series of transactions in October 2001 whereby
Archstone-Smith merged with Smith Residential, and
Archstone Communities Trust (now, Archstone) 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.Successor
    
    Archstone after the MergerTishman Speyer Sponsor
    
    Tishman Speyer Real Estate Venture VII, L.P., a
Delaware limited partnership.Trustees
    
    Members of the Archstone-Smith Board prior to the
Merger and the members of the Series I Trust Board
after the Merger.
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Abbreviation, Acronym or Defined Term
    
    Definition/DescriptionUnder Control
    
    A term used to identify land parcels which Archstone
does not own, yet has an exclusive right through
contingent contract or letter of intent during a
contractually agreed upon time period to acquire the
land, subject to satisfaction of contingencies during
the due diligence and entitlement processes.Unitholders
    
    The holders of Common Units and Preferred Units.Venture
    
    Collectively, Tishman Speyer Archstone-Smith
Multifamily JV, L.P., a Delaware limited partnership,
and Tishman Speyer Archstone-Smith Multifamily Parallel
JV, L.P., a Delaware limited partnership, together with
any other parallel entity organized to own an interest
in the entire portfolio.
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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 1A of this Annual Report for a more
complete discussion of the various risk factors that could affect our future performance.
 EXPLANATORY NOTE: On December 14, 2007, we filed a Form 15 with the Securities and Exchange
Commission to terminate the registration of our Series O Preferred Units, which termination became
effective 90 days after the filing of such Form 15. On January 2, 2008, we filed a Form 15 with
the Securities and Exchange Commission to immediately suspend our reporting obligations under
Section 15(d) of the Securities Exchange Act of 1934, as amended. As a result of these filings, our
obligations to file annual, quarterly and periodic reports, other than our obligation to file this
Annual Report  , and our obligations with respect to certain Unitholder communications
and the obligations of certain Unitholders to report their ownership of and transactions in our
Units, have terminated. The statements and information set forth in this Annual Report are
qualified by reference to the foregoing.
 
 PART I
 
 Item 1. Business
   Overview
   9




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Washington, D.C. metropolitan area
    
    
    40.7
    %Southern California
    
    
    21.6San Francisco Bay Area, California
    
    
    14.4New York City metropolitan area
    
    
    8.6Boston, Massachusetts
    
    
    7.4Seattle, Washington
    
    
    4.7Total
    
    
    97.4
    %
  Consummation of Merger
      10




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Fair Value Attributable toAggregate Fair Value
    
    
    Affiliates
    
    
    SuccessorReal estate
    
    $
    18,662,371
    
    
    $
    3,641,083
    
    
    $
    15,021,288Investment in
unconsolidated entities
    
    
    1,018,725
    
    
    
    550,399
    
    
    
    468,326Lease and other intangibles
    
    
    594,306
    
    
    
    91,439
    
    
    
    502,867Other assets
    
    
    1,840,255
    
    
    
    116,021
    
    
    
    1,724,234Intercompany assets
(liabilities)
    
    
    
    
    
    
    (12,873
    )
    
    
    12,873Total assets
    
    $
    22,115,657
    
    
    $
    4,386,069
    
    
    $
    17,729,588Debt
    
    $
    16,108,709
    
    
    $
    2,013,815
    
    
    $
    14,094,894Other liabilities
    
    
    834,452
    
    
    
    120,757
    
    
    
    713,695Other Preferred Units
    
    
    285,944
    
    
    
    
    
    
    
    285,944Net assets at fair value
    
    $
    4,886,552
    
    
    $
    2,251,497
    
    
    $
    2,635,055
  Officers of Archstone
  Name
    
    TitleR. Scot Sellers
    
    Chief Executive OfficerJ. Lindsay Freeman*
    
    Chief Operating OfficerCharles E. Mueller, Jr.
    

Chief
Financial Officer (Chief Operating Officer effective
January 1, 2008)Caroline Brower*
    
    General Counsel and SecretaryAlfred G. Neely
    
    Chief Development Officer
 
 *
    
    Retired as of December 31, 2007.  Employees
  Insurance
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Competition
  Available Information and Code of Ethics
 http://www.archstonesmith.com.
 
 Item 1A. Risk Factors
  Risks Associated with our Operations
 We have restrictions on the sale of certain properties which could limit our operating
flexibility.
  We depend on our key personnel.
  We do not have access to public equity capital which could adversely affect our cash flows.
  12




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We have a limited operating history under our current ownership.
  There is no public market for our units.
  There may be limited or no public information available about us or our Unitholders in the future.
  Risks Associated with our Indebtedness and Financing
 Continued volatility in the debt market could make it more difficult or costly for us to
borrow money to finance our business.
  Debt financing could adversely affect our performance and our ability to make distributions to
our Unitholders.
  
    
    We may not have sufficient cash flow from operations to meet required payments of
principal and interest or to pay distributions on our securities at expected rates.
    
    We may be unable to refinance current or future indebtedness.
    
    The terms of any refinancing may not be as favorable as the terms of existing
indebtedness.
    
    We may be unable to make necessary investments in new business initiatives due to
lack of available funds.
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
    
    If we are unable to make required payments on indebtedness that is secured by a
mortgage on our property, the asset may be transferred to the lender with a consequent
loss of income and value to us.
  We have significant debt, which could have important adverse consequences.
  Our debt agreements include restrictive covenants relating to our operations, which could
limit our ability to respond to changing market conditions and our ability to make distributions.
  Variable rate debt is subject to interest rate risk which could adversely affect our ability
to pay distributions to our Unitholders.
  Possible increases in interest and other costs in connection with the syndication of some of
our debt could adversely affect our results of operation, our ability to satisfy our debt
obligations and our ability to pay distributions to our Unitholders.
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A reduction in the value of our assets or an increase in indebtedness could trigger an
increased distribution rate and a redemption right of our Series O preferred unitholders, which
could adversely effect our cash flows.
  A default by our affiliated entities on intercompany loans could adversely affect our cash
flows, ability to satisfy our debt obligations and our ability to make distributions to our
Unitholders.
  Risks Associated with Real Estate
 Unfavorable changes in economic conditions could adversely affect our results of operation.
  We are subject to additional risks inherent in ownership of real estate.
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We have a concentration of investments in certain markets.
  We are subject to risks inherent in real estate development.
  Our business is subject to extensive competition.
  Real estate investments are relatively illiquid and we may not be able to recover our
investments.
  We could be subject to acts of terrorism.
  Compliance with laws and regulatory requirements may be costly.
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Costs associated with moisture infiltration and resulting mold remediation may be costly.
  Changes in laws may result in increased cost.
  We are subject to losses that may not be covered by insurance.
  Ownership of properties located outside of the United States subjects us to foreign currency
risks which may adversely impact our ability to make distributions.
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Acquisition and ownership of foreign properties may involve risks greater than those faced by
us in the United States.
  Risks Associated with Tax Laws
 We intend to qualify as a partnership, but we cannot guarantee that we will qualify.
  
 Item 1B. Unresolved Staff Comments
  18




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Item 2. Properties
 United States Geographic Distribution
  Washington, D.C. metropolitan area
    
    
    40.7
    %Southern California
    
    
    21.6San Francisco Bay Area, California
    
    
    14.4New York City metropolitan area
    
    
    8.6Boston, Massachusetts
    
    
    7.4Seattle, Washington
    
    
    4.7Total
    
    
    97.4
    %
  Successor
    
    
    PredecessorTotal Portfolio(1)December 31,2007
    
    
    2006
    
    2005Core MarketsWashington, D.C. metropolitan area
    
    
    40.7
    %
    
    
    
    34.6
    %
    
    
    36.6
    %Southern California
    
    
    21.6
    
    
    
    
    25.8
    
    
    
    24.9San Francisco Bay Area, California
    
    
    14.4
    
    
    
    
    11.5
    
    
    
    8.2New York City metropolitan area
    
    
    8.6
    
    
    
    
    12.5
    
    
    
    6.8Boston, Massachusetts
    
    
    7.4
    
    
    
    
    5.0
    
    
    
    4.7Seattle, Washington
    
    
    4.7
    
    
    
    
    4.2
    
    
    
    3.9Total Core Markets
    
    
    97.4
    %
    
    
    
    93.6
    %
    
    
    85.1
    %Non-Core Markets(2)Chicago, Illinois
    
    
    2.4
    %
    
    
    
    2.0
    %
    
    
    4.3
    %Southeast Florida
    
    
    
    
    
    
    
    2.2
    
    
    
    4.0Houston, Texas
    
    
    
    
    
    
    
    
    
    
    
    1.3Denver, Colorado
    
    
    
    
    
    
    
    
    
    
    
    1.1Other
    
    
    0.2
    
    
    
    
    2.2
    
    
    
    4.2Total Non-Core Markets
    
    
    2.6
    %
    
    
    
    6.4
    %
    
    
    14.9
    %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
 2007 compared to 2006for a discussion on why we believe NOI is a meaningful measure and
the caption for Quantitative Summaryfor a reconciliation of NOI to Earnings from
Operations.(2)
    
    Markets that represent 1.0% or less of NOI in any year are included in Other for that year. 19




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##### Table of Contents



Real Estate Portfolio
  Number of
    
    
    Number of
    
    
    
    
    
    
    PercentageCommunities
    
    
    Units
    
    
    Investment
    
    
    Leased(1)OPERATING APARTMENT COMMUNITIES:Garden Communities:Boston, Massachusetts
    
    
    5
    
    
    
    1,164
    
    
    $
    425,883
    
    
    
    97.7
    %Inland Empire, California
    
    
    1
    
    
    
    300
    
    
    
    66,888
    
    
    
    92.7
    %Los Angeles County, California(2)
    
    
    21
    
    
    
    7,518
    
    
    
    2,548,929
    
    
    
    90.6
    %San Diego, California
    
    
    3
    
    
    
    468
    
    
    
    120,474
    
    
    
    95.9
    %San Francisco Bay Area, California
    
    
    20
    
    
    
    6,855
    
    
    
    1,920,372
    
    
    
    93.0
    %Seattle, Washington
    
    
    8
    
    
    
    2,327
    
    
    
    465,617
    
    
    
    95.2
    %Ventura County, California(2)
    
    
    7
    
    
    
    1,773
    
    
    
    537,582
    
    
    
    91.3
    %Washington, D.C. metropolitan area
    
    
    15
    
    
    
    5,867
    
    
    
    1,486,902
    
    
    
    95.4
    %Garden Community Subtotal/Average
    
    
    80
    
    
    
    26,272
    
    
    $
    7,572,647
    
    
    
    93.6
    %High-Rise Properties:Boston, Massachusetts(2)
    
    
    6
    
    
    
    1,519
    
    
    $
    677,873
    
    
    
    89.0
    %Chicago, Illinois
    
    
    2
    
    
    
    304
    
    
    
    134,277
    
    
    
    N/ALos Angeles County, California
    
    
    3
    
    
    
    1,073
    
    
    
    392,427
    
    
    
    93.9
    %New York City metropolitan area
    
    
    7
    
    
    
    1,974
    
    
    
    1,595,411
    
    
    
    95.7
    %Philadelphia, Pennsylvania
    
    
    1
    
    
    
    80
    
    
    
    15,967
    
    
    
    N/ASan Francisco Bay Area, California
    
    
    2
    
    
    
    853
    
    
    
    313,495
    
    
    
    94.4
    %Seattle, Washington
    
    
    3
    
    
    
    694
    
    
    
    180,224
    
    
    
    94.7
    %Washington, D.C. metropolitan area
    
    
    34
    
    
    
    11,239
    
    
    
    3,779,097
    
    
    
    95.8
    %High-Rise Subtotal/Average
    
    
    58
    
    
    
    17,736
    
    
    $
    7,088,771
    
    
    
    95.0
    %Operating Apartment Communities Subtotal
/Average
    
    
    138
    
    
    
    44,008
    
    
    $
    14,661,418
    
    
    
    94.2
    %APARTMENT COMMUNITIES UNDER CONSTRUCTION:High-Rise Properties:Boston, Massachusetts
    
    
    1
    
    
    
    426
    
    
    $
    206,070
    
    
    
    N/AAPARTMENT COMMUNITIES IN PLANNING:(3)Garden Communities:Los Angeles County, California
    
    
    2
    
    
    
    568
    
    
    
    37,740San Francisco Bay Area, California
    
    
    2
    
    
    
    416
    
    
    
    High-Rise Communities:Boston, Massachusetts
    
    
    1
    
    
    
    341
    
    
    $
    19,595Total Apartment Communities In
Planning(3) Subtotal/Average
    
    
    5
    
    
    
    1,325
    
    
    $
    57,335Total Communities
    
    
    144
    
    
    
    45,759
    
    
    $
    14,924,823INTERNATIONAL PORTFOLIO:German Operating Apartment Communities
    
    
    10
    
    
    
    807
    
    
    
    53,458OTHER REAL ESTATE ASSETS(4)
    
    
    
    
    
    
    
    
    
    $
    90,791Total Real Estate Owned at December 31, 2007
    
    
    154
    
    
    
    46,566
    
    
    $
    15,069,072
  
 (1)
    
    Represents the percentage leased as of December 31, 2007. 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 20




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##### Table of Contents



construction) as of December 31, 2007. The N/A for the Philadelphia and Chicago markets in
the High-Rise operating community section indicates that the market is entirely comprised of
Oakwood Master Lease communities or ground lease properties. Oakwood Master Leased communities
and ground lease properties 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 related to Boston indicates the community is under construction where
Lease-Up has not yet commenced.(2)
    
    Lower average occupancy is due to the inclusion of certain recently completed development
communities which are in Lease-Up and therefore not yet Stabilized.(3)
    
    As of December 31, 2007, we had three investments representing $0.5 million or 780 units
classified as In Planning and Under Control. Our investment in these communities is reflected
in the Other assets caption of our Balance Sheet.(4)
    
    Includes land that is not In Planning and other real estate assets. 
 Item 3. Legal Proceedings
 Shareholder Litigation
 Seymour Schiff v. James A.
Cardwell, et al Mortimer J. Cohen v. Archstone-Smith Trust, et al Howard Lasker v. R. Scot Sellers, et al. Steamship Trade Association/International Longshoremens
Association Pension Fund v. Archstone-Smith Trust, et al. Doris Staehr v. Archstone-Smith Trust, et al.
 Lasker, Steamship Trade Association/International Longshoremens Association
Pension Fund Staehr Cohen In re Archstone-Smith
Trust Shareholder Litigation
 Schiff In re Archstone-Smith Trust Shareholder Litigation.
 21




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##### Table of Contents



Clinton Green
  Clinton Green Holdings, LLC
and DPIC Clinton Green, LLC v. Archstone-Smith Operating Trust, ASN Clinton Green Member, LLC, and
Ameriton Properties Incorporated
  Tax Protection Agreements and Unitholder Claims
   22




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##### Table of Contents



FHA/ADA
   Water Intrusion-Florida
  Water Intrusion  Westbury
 Andrea Sorrentino, et al. v. ASN Roosevelt Center LLC d/b/a Archstone Westbury, et al., Richardo Francois v. ASN Roosevelt Center LLC D/B/A Archstone Westbury ,
 23




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##### Table of Contents



Pasquale Marchese, et al. v. ASN Roosevelt
Center LLC, et al John DiGiovanna and
Farideh DiGiovanna vs. ASN Roosevelt Center LLC d/b/a Archstone Westbury,
 Other
  
 Item 4. Submission of Matters to a Vote of Security Holders
  24




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##### Table of Contents



PART II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
     
 Item 6. Selected Financial Data
  25




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##### Table of Contents



CombinedSuccessor andPredecessor
    
    
    Successor
    
    
    PredecessorPeriod from
    
    
    Period fromOctober 5, 2007
    
    
    January 1, 2007Year Ended
    
    
    Through
    
    
    Through
    
    
    
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    October 4,
    
    
    
    
    
    December 31,2007
    
    
    2007
    
    
    2007
    
    2006
    
    2005
    
    2004
    
    2003Operations Summary(1):Total revenues(2)
    
    $
    945,432
    
    
    
    $
    255,271
    
    
    
    $
    690,161
    
    
    $
    759,825
    
    
    $
    513,855
    
    
    $
    405,681
    
    
    $
    333,063Property operating expenses (rental expenses and real estate taxes)
    
    
    296,063
    
    
    
    
    76,348
    
    
    
    
    219,715
    
    
    
    225,822
    
    
    
    148,640
    
    
    
    130,725
    
    
    
    100,242Net Operating Income(3)
    
    
    562,044
    
    
    
    
    137,429
    
    
    
    
    424,615
    
    
    
    456,593
    
    
    
    309,185
    
    
    
    255,748
    
    
    
    213,487Depreciation on real estate investments
    
    
    329,323
    
    
    
    
    162,427
    
    
    
    
    166,896
    
    
    
    177,264
    
    
    
    115,997
    
    
    
    97,396
    
    
    
    67,745Interest expense
    
    
    422,237
    
    
    
    
    255,709
    
    
    
    
    166,528
    
    
    
    161,231
    
    
    
    75,968
    
    
    
    56,240
    
    
    
    53,183General and administrative expense
    
    
    84,765
    
    
    
    
    24,160
    
    
    
    
    60,605
    
    
    
    68,188
    
    
    
    58,604
    
    
    
    55,479
    
    
    
    49,838Earnings (loss) from operations
    
    
    (232,413
    )
    
    
    
    (268,062
    )
    
    
    
    35,649
    
    
    
    109,615
    
    
    
    61,370
    
    
    
    47,907
    
    
    
    26,795Income from unconsolidated entities
    
    
    (12,974
    )
    
    
    
    (7,680
    )
    
    
    
    (5,294
    )
    
    
    36,316
    
    
    
    22,432
    
    
    
    17,902
    
    
    
    5,745Net earnings (loss) from discontinued operations(4)(5)
    
    
    707,015
    
    
    
    
    (7,816
    )
    
    
    
    714,831
    
    
    
    686,806
    
    
    
    588,895
    
    
    
    518,192
    
    
    
    461,651Preferred Unit distributions
    
    
    2,917
    
    
    
    
    
    
    
    
    
    2,917
    
    
    
    3,829
    
    
    
    4,572
    
    
    
    16,254
    
    
    
    26,153Net earnings (loss) attributable to Common Units(6): Basic
    
    
    354,325
    
    
    
    
    (413,475
    )
    
    
    
    767,800
    
    
    
    831,246
    
    
    
    696,932
    
    
    
    596,369
    
    
    
    468,038 Diluted
    
    
    374,541
    
    
    
    
    (413,475
    )
    
    
    
    788,016
    
    
    
    842,385
    
    
    
    696,932
    
    
    
    600,124
    
    
    
    480,910Common Unit distributions
    
    
    
    
    
    
    
    
    
    
    
    
    227,868
    
    
    
    432,592
    
    
    
    397,466
    
    
    
    603,553
    
    
    
    277,035Per Unit Data:(15)Net earnings (loss) attributable to Common Units: Basic
    
    
    
    
    
    
    
    
    
    
    
    $
    3.07
    
    
   $
    3.35
    
    
    $
    3.01
    
    
    $
    2.71
    
    
    $
    2.20 Diluted
    
    
    
    
    
    
    
    
    
    
    
    
    3.03
    
    
    
    3.33
    
    
    
    3.00
    
    
    
    2.69
    
    
    
    2.18Common Unit cash distributions paid(7)
    
    
    
    
    
    
    
    
    
    
    
    
    0.9050
    
    
    
    1.74
    
    
    
    1.73
    
    
    
    2.72
    
    
    
    1.71Cash distributions paid per unit:Series A Preferred Unit(8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.11Series D Preferred Unit(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.31
    
    
    
    2.19Series E Preferred Unit(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.09
    
    
    
    2.09
    
    
    
    2.09Series F Preferred Unit(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.50
    
    
    
    2.03Series G Preferred Unit(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.16
    
    
    
    2.16
    
    
    
    2.16Series H, J, K, and L Preferred Unit(9)(10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.38Series I Preferred Unit(11)
    
    
    
    
    
    
    
    
    
    
    
    
    5,745
    
    
    
    7,660.00
    
    
    
    7,660.00
    
    
    
    7,660.00
    
    
    
    7,660.00Series P Preferred Unit(12)
    
    
    
    
    
    
    
    
    
    
    
    
    228.81
    
    
    
    457.62
    
    
    
    364.74
    
    
    
    
    
    
    
    Series Q-1 Preferred Unit(13)
    
    
    
    
    
    
    
    
    
    
    
    
    10.08
    
    
    
    20.16
    
    
    
    3.54
    
    
    
    
    
    
    
    Series Q-2 Preferred Unit(14)
    
    
    
    
    
    
    
    
    
    
    
    
    4.32
    
    
    
    8.64
    
    
    
    1.52
    
    
    
    
    
    
    
    Weighted average Common Units outstanding: Basic
    
    
    
    
    
    
    
    
    
    
    
    
    250,223
    
    
    
    248,314
    
    
    
    231,642
    
    
    
    220,053
    
    
    
    212,288 Diluted
    
    
    
    
    
    
    
    
    
    
    
    
    260,026
    
    
    
    253,308
    
    
    
    232,608
    
    
    
    223,187
    
    
    
    220,758
 26




---



##### Table of Contents



(1)
    
    Net earnings from discontinued operations have been reclassified to reflect communities
classified as discontinued operations as of December 31, 2007 for all years presented.(2)
    
    Annual revenues and other income, inclusive of discontinued operations, for 2007 (combined
Successor and Predecessor), 2006, 2005, 2004 and 2003 were $1.2 billion, $1.3 billion, $1.1
billion, $1.0 billion and $1.0 billion, respectively.(3)
    
    Defined as rental revenues less rental expenses and real estate taxes. We believe that net
earnings (loss) 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.(4)
    
    Gains on the disposition of real estate investments classified as held for sale after January
1, 2003 are included in discontinued operations.(5)
    
    Represents property-specific components of net earnings and gains/(losses) related to real
estate sold or classified as held for sale at December 31, 2007.(6)
    
    Includes $131.0 million of unrealized derivative losses from interest rate hedges for the
period of October 5, 2007 through December 31, 2007 recorded in Other non-operating income
(loss).(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 Series A Preferred Units then outstanding, 2.8 million were converted to Common Units
and the remaining were redeemed.(9)
    
    All of the outstanding Series D, Series E, Series F, Series G and Series J Preferred Units
were redeemed at liquidation value plus accrued distributions.(10)
    
    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.(11)
    
    Series I Preferred Units have a par value of $0.01 per unit.(12)
    
    The Series P Preferred Unit replaced the Series M Preferred Unit in connection with the
Merger.(13)
    
    The Series Q-1 Preferred Unit replaced the Series N-1 Preferred Unit in connection with the
Merger.(14)
    
    The Series Q-2 Preferred Unit replaced the Series N-2 Preferred Unit in connection with the Merger.(15)
    
    Per unit data is not presented for the Successor as a result of the Merger. 27




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##### Table of Contents



Successor
    
    
    PredecessorDecember 31,
    
    
    December 31,
    
    December 31,
    
    December 31,
    
    December 31,2007
    
    
    2006
    
    2005
    
    2004
    
    2003Financial Position:Real estate owned, at cost
    
    $
    14,680,183
    
    
    
    $
    12,967,709
    
    
    $
    11,142,311
    
    
    $
    9,006,114
    
    
    $
    8,785,004Real estate held for sale(1)
    
    
    388,890
    
    
    
    
    219,931
    
    
    
    216,953
    
    
    
    215,924
    
    
    
    214,176Investments in and advances to
unconsolidated entities
    
    
    297,113
    
    
    
    
    235,323
    
    
    
    132,728
    
    
    
    111,481
    
    
    
    86,367Total assets
    
    
    17,154,659
    
    
    
    
    13,259,127
    
    
    
    11,462,095
    
    
    
    9,061,280
    
    
    
    8,916,591Revolving credit facilities
    
    
    60,000
    
    
    
    
    84,723
    
    
    
    394,578
    
    
    
    19,000
    
    
    
    103,790Long-Term Unsecured Debt
    
    
    
    
    
    
    
    3,355,699
    
    
    
    2,540,036
    
    
    
    2,094,358
    
    
    
    1,866,861Term Loans
    
    
    4,591,822
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Property Mortgages Payable
    
    
    9,212,648
    
    
    
    
    2,776,234
    
    
    
    2,393,652
    
    
    
    2,031,505
    
    
    
    1,960,827Total Liabilities
    
    
    14,635,771
    
    
    
    
    6,956,789
    
    
    
    5,693,305
    
    
    
    4,469,994
    
    
    
    4,179,488Other Common Unitholders interest (at
redemption value)
    
    
    
    
    
    
    
    1,718,017
    
    
    
    1,420,491
    
    
    
    885,400
    
    
    
    707,924Series O Preferred Units
    
    
    235,944
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Perpetual Preferred Units
    
    
    50,000
    
    
    
    
    50,000
    
    
    
    50,000
    
    
    
    69,522
    
    
    
    210,120Total unitholders equity
    
    
    2,282,944
    
    
    
    
    4,584,321
    
    
    
    4,348,299
    
    
    
    3,703,826
    
    
    
    4,017,669Number of Common Units outstanding
    
    
    39,565
    
    
    
    
    249,661
    
    
    
    246,324
    
    
    
    222,694
    
    
    
    220,063CombinedSuccessor
andPredecessor
    
    
    PredecessorDecember 31,
    
    
    December 31,
    
    December 31,
    
    December 31,
    
    December 31,2007
    
    
    2006
    
    2005
    
    2004
    
    2003Other Data:Net cash flows provided by (used in):Operating activities
    
    $
    411,355
    
    
    
    $
    537,428
    
    
    $
    414,019
    
    
    $
    399,897
    
    
    $
    343,696Investing activities
    
    
    14,657
    
    
    
    
    (506,264
    )
    
    
    (964,621
    )
    
    
    528,253
    
    
    
    428,166Financing activities
    
    
    (452,245
    )
    
    
    
    3,853
    
    
    
    360,985
    
    
    
    (730,125
    )
    
    
    (779,478
    )
 
 (1)
    
    Previous years have been restated to include assets that were classified as held for sale as
of December 31, 2007. 28




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Results of Operations
 Reconciliation of Quantitative Summary to Consolidated Statements of Earnings
  Combined Successor and Predecessor
    
    
    
    Predecessor2007
    
    
    
    2006
    
    
    2005Continuing
    
    
    Discontinued
    
    
    
    
    
    
    
    Continuing
    
    
    Discontinued
    
    
    
    
    
    
    Continuing
    
    
    DiscontinuedOperations
    
    
    Operations
    
    
    Total
    
    
    
    Operations
    
    
    Operations
    
    
    Total
    
    
    Operations
    
    
    Operations
    
    
    TotalRental revenue
    
    $
    858,107
    
    
    $
    286,768
    
    
    $
    1,144,875
    
    
    
    $
    682,415
    
    
    $
    513,218
    
    
    $
    1,195,633
    
    
    $
    457,825
    
    
    $
    559,584
    
    
    $
    1,017,409Other income
    
    
    87,325
    
    
    
    
    
    
    
    87,325
    
    
    
    
    77,410
    
    
    
    
    
    
    
    77,410
    
    
    
    56,030
    
    
    
    
    
    
    
    56,030Property operating
expenses (rental
expenses and real
estate taxes)
    
    
    (296,063
    )
    
    
    (92,165
    )
    
    
    (388,228
    )
    
    
    
    (225,822
    )
    
    
    (178,542
    )
    
    
    (404,364
    )
    
    
    (148,640
    )
    
    
    (209,329
    )
    
    
    (357,969
    )Depreciation on
real estate
investments
    
    
    (329,323
    )
    
    
    (53,033
    )
    
    
    (382,356
    )
    
    
    
    (177,264
    )
    
    
    (111,032
    )
    
    
    (288,296
    )
    
    
    (115,997
    )
    
    
    (122,791
    )
    
    
    (238,788
    )Interest expense
    
    
    (422,237
    )
    
    
    (73,067
    )
    
    
    (495,304
    )
    
    
    
    (161,231
    )
    
    
    (114,595
    )
    
    
    (275,826
    )
    
    
    (75,968
    )
    
    
    (141,600
    )
    
    
    (217,568
    )General and
administrative
expenses
    
    
    (84,765
    )
    
    
    
    
    
    
    (84,765
    )
    
    
    
    (68,188
    )
    
    
    
    
    
    
    (68,188
    )
    
    
    (58,604
    )
    
    
    
    
    
    
    (58,604
    )Other expense
    
    
    (45,457
    )
    
    
    (6,356
    )
    
    
    (51,813
    )
    
    
    
    (17,705
    )
    
    
    (19,815
    )
    
    
    (37,520
    )
    
    
    (53,276
    )
    
    
    (18,903
    )
    
    
    (72,179
    )Income from
unconsolidated
entities
    
    
    (12,974
    )
    
    
    
    
    
    
    (12,974
    )
    
    
    
    36,316
    
    
    
    
    
    
    
    36,316
    
    
    
    22,432
    
    
    
    
    
    
    
    22,432Other non-operating
income (loss)
    
    
    (98,929
    )
    
    
    
    
    
    
    (98,929
    )
    
    
    
    2,338
    
    
    
    
    
    
    
    2,338
    
    
    
    28,807
    
    
    
    
    
    
    
    28,807Gains, net of
disposition costs
    
    
    
    
    
    
    644,868
    
    
    
    644,868
    
    
    
    
    
    
    
    
    597,572
    
    
    
    597,572
    
    
    
    
    
    
    
    521,934
    
    
    
    521,934Net earnings
    
    $
    (344,316
    )
    
    $
    707,015
    
    
    $
    362,699
    
    
    
    $
    148,269
    
    
    $
    686,806
    
    
    $
    835,075
    
    
    $
    112,609
    
    
    $
    588,895
    
    
    $
    701,504
 29




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##### Table of Contents



Quantitative Summary
 including
 CombinedSuccessor and
    
    
    
    
    
    
    
    
    
    
    
    2007 vs. 2006
    
    
    2006 vs. 2005Predecessor
    
    
    
    Predecessor
    
    
    Increase /
    
    
    Increase /2007
    
    
    
    2006
    
    
    2005
    
    
    (Decrease)
    
    
    (Decrease)Rental revenues:Same-Store (1)
    
    $
    435,286
    
    
    
    $
    413,989
    
    
    $
    387,213
    
    
    $
    21,297
    
    
    $
    26,776Non Same-Store
    
    
    647,952
    
    
    
    
    714,758
    
    
    
    588,857
    
    
    
    (66,806
    )
    
    
    125,901Ameriton
    
    
    9,921
    
    
    
    
    20,869
    
    
    
    33,986
    
    
    
    (10,948
    )
    
    
    (13,117
    )International
    
    
    43,660
    
    
    
    
    34,920
    
    
    
    
    
    
    
    8,740
    
    
    
    34,920Non-multifamily
    
    
    8,056
    
    
    
    
    11,097
    
    
    
    7,353
    
    
    
    (3,041
    )
    
    
    3,744Total revenues
    
    
    1,144,875
    
    
    
    
    1,195,633
    
    
    
    1,017,409
    
    
    
    (50,758
    )
    
    
    178,224Property operating expenses (rental expenses
and real estate taxes):Same-Store (1)
    
    
    139,713
    
    
    
    
    130,545
    
    
    
    124,545
    
    
    
    9,168
    
    
    
    6,000Non Same-Store
    
    
    216,165
    
    
    
    
    243,721
    
    
    
    214,394
    
    
    
    (27,556
    )
    
    
    29,327Incremental operating expenses related to
the Merger (2)
    
    
    4,975
    
    
    
    
    
    
    
    
    
    
    
    
    4,975
    
    
    
    Ameriton
    
    
    4,963
    
    
    
    
    10,619
    
    
    
    17,038
    
    
    
    (5,656
    )
    
    
    (6,419
    )International
    
    
    21,625
    
    
    
    
    16,225
    
    
    
    
    
    
    
    5,400
    
    
    
    16,225Non-multifamily
    
    
    787
    
    
    
    
    3,254
    
    
    
    1,992
    
    
    
    (2,467
    )
    
    
    1,262Total operating expenses
    
    
    388,228
    
    
    
    
    404,364
    
    
    
    357,969
    
    
    
    (16,136
    )
    
    
    46,395Net Operating Income (rental revenues less
property operating expenses)
    
    
    756,647
    
    
    
    
    791,269
    
    
    
    659,440
    
    
    
    (34,622
    )
    
    
    131,829Margin (NOI/rental revenues):
    
    
    66.1
    %
    
    
    
    66.2
    %
    
    
    64.8
    %
    
    
    (0.1
    %)
    
    
    1.4
    %Average occupancy during period: (3)
    
    
    92.4
    %
    
    
    
    93.9
    %
    
    
    94.6
    %
    
    
    (1.5
    %)
    
    
    (0.7
    %)Other income
    
    
    87,325
    
    
    
    
    77,410
    
    
    
    56,030
    
    
    
    9,915
    
    
    
    21,380Depreciation of real estate investments
    
    
    382,356
    
    
    
    
    288,296
    
    
    
    238,788
    
    
    
    94,060
    
    
    
    49,508Interest expense
    
    
    533,679
    
    
    
    
    327,634
    
    
    
    256,679
    
    
    
    206,045
    
    
    
    70,955Capitalized interest
    
    
    38,375
    
    
    
    
    51,808
    
    
    
    39,111
    
    
    
    (13,433
    )
    
    
    12,697Net interest expense
    
    
    495,304
    
    
    
    
    275,826
    
    
    
    217,568
    
    
    
    219,478
    
    
    
    58,258General and administrative expenses
    
    
    84,765
    
    
    
    
    68,188
    
    
    
    58,604
    
    
    
    16,577
    
    
    
    9,584Other expense
    
    
    51,813
    
    
    
    
    37,520
    
    
    
    72,179
    
    
    
    14,293
    
    
    
    (34,659
    )Earnings from continuing and discontinued
operations
    
    
    (170,266
    )
    
    
    
    198,849
    
    
    
    128,331
    
    
    
    (369,115
    )
    
    
    70,518Equity in earnings from unconsolidated entities
    
    
    (12,974
    )
    
    
    
    36,316
    
    
    
    22,432
    
    
    
    (49,290
    )
    
    
    13,884Other non-operating income (loss)
    
    
    (98,929
    )
    
    
    
    2,338
    
    
    
    28,807
    
    
    
    (101,267
    )
    
    
    (26,469
    )Gains on disposition of real estate
investments, net of disposition costs:Taxable subsidiaries
    
    
    16,891
    
    
    
    
    51,245
    
    
    
    75,248
    
    
    
    (34,354
    )
    
    
    (24,003
    )Non-taxable transactions
    
    
    627,977
    
    
    
    
    546,327
    
    
    
    446,686
    
    
    
    81,650
    
    
    
    99,641Net earnings
    
    $
    362,699
    
    
    
    $
    835,075
    
    
    $
    701,504
    
    
    $
    (472,376
    )
    
    $
    133,571
 30




---



##### Table of Contents



(1)
    
    Reflects revenues and operating expenses for Same-Store communities that were owned on
December 31, 2007 and fully operating during all three years in the comparison period.(2)
    
    Reflects incremental real estate taxes triggered by revaluations stemming from the Merger
and the amortization of an intangible related to below market ground leases.(3)
    
    Does not include occupancy associated with properties owned by Ameriton, operated under the
Oakwood Master Leases or International. Property-level operating results  2007 compared to 2006
  Same-Store Analysis
  Same-Store
    
    Same-StoreRevenue
    
    Expense
    
    Same-StoreGrowth
    
    Growth
    
    NOI GrowthGarden
    
    
    5.6
    %
    
    
    6.6
    %
    
    
    5.1
    %High-Rise
    
    
    4.8
    %
    
    
    7.3
    %
    
    
    3.5
    %Total
    
    
    5.1
    %
    
    
    7.0.
    %
    
    
    4.3
    %
  Non Same-Store and Other Analysis
  Ameriton
  31




---



##### Table of Contents



International
  Property-level operating results  2006 compared to 2005
 Same-Store Analysis
  Same-Store
    
    Same-StoreRevenue
    
    Expense
    
    Same-StoreGrowth
    
    Growth
    
    NOI GrowthGarden
    
    
    7.6
    %
    
    
    6.8
    %
    
    
    8.0
    %High-Rise
    
    
    6.3
    %
    
    
    3.3
    %
    
    
    7.8
    %Total
    
    
    6.9
    %
    
    
    4.8
    %
    
    
    7.9
    %
  Non Same-Store and Other Analysis
  Ameriton
  International
  Non Multi-family
  Other Income
  32




---



##### Table of Contents



Depreciation Expense
   Interest Expense
   General and Administrative Expenses
   Other Expenses
  33




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##### Table of Contents



Equity in Income from Unconsolidated Entities
   Other Non-Operating Income (Loss)
   Gains on real estate dispositions
  Discontinued Operations Analysis
  Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005Rental revenue
    
    $
    10,795
    
    
    
    $
    275,973
    
    
    $
    513,218
    
    
    $
    559,584Rental expenses
    
    
    (1,719
    )
    
    
    
    (66,326
    )
    
    
    (129,685
    )
    
    
    (150,604
    )Real estate taxes
    
    
    (904
    )
    
    
    
    (23,216
    )
    
    
    (48,857
    )
    
    
    (58,725
    )Depreciation on real estate investments
    
    
    (3,171
    )
    
    
    
    (49,862
    )
    
    
    (111,032
    )
    
    
    (122,791
    )Interest expense(1)
    
    
    (10,118
    )
    
    
    
    (62,949
    )
    
    
    (114,595
    )
    
    
    (141,600
    )Income taxes from taxable REIT subsidiaries
    
    
    
    
    
    
    
    (1,126
    )
    
    
    (5,982
    )
    
    
    (11,556
    )Provision for possible loss on real estate investment
    
    
    
    
    
    
    
    
    
    
    
    (4,328
    )
    
    
    (1,500
    )Debt extinguishment costs related to dispositions
    
    
    (2,694
    )
    
    
    
    (2,536
    )
    
    
    (9,505
    )
    
    
    (5,847
    )Gain from the disposition of REIT real estate investments, net
    
    
    
    
    
    
    
    629,444
    
    
    
    548,187
    
    
    
    448,358Internal Disposition Costs  REIT transactions
    
    
    
    
    
    
    
    (1,462
    )
    
    
    (1,860
    )
    
    
    (1,672
    )Gain from the dispositions of taxable REIT subsidiary real
estate investments, net
    
    
    (5
    )
    
    
    
    17,769
    
    
    
    54,728
    
    
    
    76,326Internal Disposition Costs  Taxable REIT subsidiary
transactions
    
    
    
    
    
    
    
    (878
    )
    
    
    (3,483
    )
    
    
    (1,078
    )Total discontinued operations
    
    $
    (7,816
    )
    
    
    $
    714,831
    
    
    $
    686,806
    
    
    $
    588,895
 34




---



##### Table of Contents



(1)
    
    Interest expense included in discontinued operations is allocated to properties based on each
assets cost in relation to the companys leverage ratio and the average effective interest
rate for each respective period.  Preferred Unit Distribution Analysis
  Liquidity and Capital Resources
  Scheduled Debt Maturities and Interest Payment Requirements
  Master Credit Facility
  35




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##### Table of Contents



36




---



##### Table of Contents



SuccessorBalance at
    
    
    AverageNominal
    
    
    December 31,
    
    
    RemainingType of Debt
    
    Interest Rate(3)
    
    
    2007
    
    
    Life (Years)Term loans(1)(2)
    
    
    8.18
    %
    
    $
    4,591,822
    
    
    
    4.42Revolving credit facility(2)
    
    
    7.95
    %
    
    
    60,000
    
    
    
    3.76Total/average
    
    
    8.18
    %
    
    $
    4,651,822
    
    
    
    4.41
 
 (1)
    
    Includes Tranche A and Tranche B of the Master Credit Facility. The interest rates
for both instruments are described above.(2)
    
    The interest rates for these instruments are described above.(3)
    
    The effective interest rates for the term loans and revolving credit
facility are 8.42% and 28.31%, respectively, which includes the effect of loan cost amortization and other ongoing fees and expenses,
where applicable.  The effective interest rate on the
revolving credit facility is high due primarily to the fees on the unfunded commitment.
The higher the average outstanding drawn balance, the lower the effective interest. Property Mortgages
    37




---



##### Table of Contents



Covenants
  Unitholder Distribution Requirements
   Planned Investments
  Planned Investments(in thousands)Discretionary
    
    
    CommittedCommunities under redevelopment
    
    $
    103,566
    
    
    $
    Communities under construction
    
    
    
    
    
    
    24,975Communities In Planning and owned
    
    
    359,897
    
    
    
    Communities In Planning and Under Control
    
    
    117,452
    
    
    
    FHA/ADA settlement capital accrual
    
    
    
    
    
    
    10,883Total
    
    $
    580,915
    
    
    $
    35,858
   38




---



##### Table of Contents



Funding Sources
  Litigation and Contingencies
 Shareholder Litigation
 Seymour Schiff v. James A.
Cardwell, et al Mortimer J. Cohen v. Archstone-Smith Trust, et al Howard Lasker v. R. Scot Sellers, et al. Steamship Trade Association/International Longshoremens
Association Pension Fund v. Archstone-Smith Trust, et al. Doris Staehr v. Archstone-Smith Trust, et al.
 Lasker, Steamship Trade Association/International Longshoremens Association
Pension Fund Staehr Cohen In re Archstone-Smith
Trust Shareholder Litigation
 Schiff In re Archstone-Smith Trust Shareholder Litigation.
 39




---



##### Table of Contents



Clinton Green
  Clinton Green Holdings, LLC
and DPIC Clinton Green, LLC v. Archstone-Smith Operating Trust, ASN Clinton Green Member, LLC, and
Ameriton Properties Incorporated
  Tax Protection Agreements and Unitholder Claims
   40




---



##### Table of Contents



FHA/ADA
   Water Intrusion-Florida
  Water Intrusion  Westbury
 Andrea Sorrentino, et al. v. ASN Roosevelt Center LLC
d/b/a Archstone Westbury, et al., Richardo Francois v. ASN Roosevelt Center LLC
D/B/A Archstone Westbury , Pasquale Marchese, et al. v. ASN Roosevelt Center LLC, et
al John DiGiovanna and Farideh
DiGiovanna vs. ASN
 41




---



##### Table of Contents



Roosevelt Center LLC d/b/a Archstone Westbury,
 Other
  Critical Accounting Policies
  Business Combinations
  Valuation of Real Estate
    Capital Expenditures and Depreciable Lives
  42




---



##### Table of Contents



Consolidation vs. Equity Method of Accounting for Ventures
 Consolidation of Variable Interest Entities, 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
 Investments in and Advances to Unconsolidated Entities,
  Contractual Commitments
  Amount of Commitment Expiration Per Period2009
    
    
    2011
    
    
    20132008
    
    
    and 2010
    
    
    and 2012
    
    
    thru 2096
    
    
    TotalScheduled debt maturities
    
    $
    331
    
    
    $
    2,310
    
    
    $
    6,948
    
    
    $
    4,215
    
    
    $
    13,804Revolving credit facilities
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    60Interest on indebtedness
    
    
    978
    
    
    
    1,768
    
    
    
    1,521
    
    
    
    268
    
    
    
    4,535Development expenditures
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Performance bonds
    
    
    67
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    69FHA/ADA Settlement(1)
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11Lease commitments and other(2)
    
    
    227
    
    
    
    17
    
    
    
    11
    
    
    
    184
    
    
    
    439Total
    
    $
    1,639
    
    
    $
    4,096
    
    
    $
    8,540
    
    
    $
    4,668
    
    
    $
    18,943
 
 (1)
    
    Represents the estimated capital spending associated with the FHA and ADA settlement assuming
the remainder will be spent evenly over the next year. Certain communities impacted by the
settlement may be 43




---



##### Table of Contents



sold, which could impact the ultimate timing and amounts spent.(2)
    
    Includes letters of credit and lease commitments relating principally to ground lease
payments as of December 31, 2007. New Accounting Pronouncements
 Fair Value Measurements.
 The Fair Value Option for Financial Assets
and Financial Liabilities,
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB
No. 51
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Stock Investments
  44




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##### Table of Contents



Interest Rate Hedging Activities
     Carrying andNotional
    
    
    Maturity
    
    
    EstimatedAmount
    
    
    Date Range
    
    
    Fair ValueCash flow hedges:Interest rate caps
    
    $
    3,033,498
    
    
    
    2008 - 2011
    
    
    $
    3,326Interest rate swaps
    
    
    4,001,155
    
    
    
    2010 - 2017
    
    
    
    (155,262
    )Total cash flow hedges
    
    $
    7,034,653
    
    
    
    2008 - 2017
    
    
    $
    (151,936
    )Fair value hedges:Total rate of return swaps
    
    
    49,600
    
    
    
    2011
    
    
    
    166Total hedges
    
    $
    7,084,253
    
    
    
    
    
    
    $
    (151,770
    )
 Foreign Currency Hedging Activities
  Energy Contract Hedging Activities
  45




---



##### Table of Contents



Equity Securities Hedging Activities
  Interest Rate Sensitive Liabilities
   Total
    
    Estimated2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    Thereafter
    
    Balance
    
    Fair Value(1)Interest rate sensitive liabilities:Revolving credit facilities
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    60,000
    
    
    $
    
    
    
    $
    
    
    
    $
    60,000
    
    
    $
    58,292Average nominal interest rate(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.1
    %
    
    
    
    
    
    
    
    
    
    
    8.1
    %Term Loans:Fixed rate
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    230
    
    
    $
    
    
    
    $
    
    
    
    $
    230
    
    
    
    230Average nominal interest rate(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.0
    %
    
    
    
    
    
    
    
    
    
    
    4.0
    %Variable rate
    
    $
    327,592
    
    
    $
    350,000
    
    
    $
    300,000
    
    
    $
    600,000
    
    
    $
    3,014,000
    
    
    $
    
    
    
    $
    4,591,592
    
    
    $
    4,460,880Average nominal interest rate(2)
    
    
    8.3
    %
    
    
    8.3
    %
    
    
    8.3
    %
    
    
    8.3
    %
    
    
    8.5
    %
    
    
    
    
    
    
    8.4
    %Property Mortgages payable:Fixed rate debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,302,961
    
    
    $
    3,482,335
    
    
    $
    5,785,296
    
    
    $
    5,785,840Average nominal interest rate(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.2
    %
    
    
    6.1
    %
    
    
    6.2
    %Variable rate debt
    
    $
    3,608
    
    
    $
    1,520,558
    
    
    $
    139,672
    
    
    $
    4,577
    
    
    $
    1,026,118
    
    
    $
    732,819
    
    
    $
    3,427,352
    
    
    $
    3,427,352Average nominal interest rate(2)
    
    
    3.5
    %
    
    
    6.8
    %
    
    
    8.1
    %
    
    
    3.5
    %
    
    
    6.3
    %
    
    
    5.9
    %
    
    
    6.5
    %
 
 (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.(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, 2007. The weighted
average effective interest rate on the revolving credit facilities, term loans and property
mortgages payable was 28.3%, 8.4% and 6.8%, respectively, as of December 31, 2007. The
effective interest rate on the revolving credit facility is high due primarily to the fees on
the unfunded commitment. The higher the average outstanding drawn balance, the lower the
effective interest. The amount drawn as of December 31, 2007 was $60 million. 46




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##### Table of Contents



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
  Managements Report on Internal Control Over Financial Reporting
    47




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##### Table of Contents



/s/ R. Scot SellersR. Scot SellersChief Executive Officer (principal executive officer)/s/ Charles E. Mueller, Jr.Charles E. Mueller, Jr.Chief Financial Officer (principal financial officer); Chief Operating Officer effective January 1, 2008
 
 Item 9B. Other Information
  48




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##### Table of Contents



Part III
 
 Item 10. Directors, Executive Officers and Corporate Governance
   TrusteeTrustee
    
    Age
    
    Business Experience
    
    SinceDavid Augarten
    
    
    52
    
    
    Mr. Augarten has served as a
trustee of Series I Trust since October 2007 and serves as the
sole member of the Series I Trust Audit Committee. Mr. Augarten
also directs Tishman
Speyers global portfolio
management and investor
relations activities. Mr.
Augarten is a member of the
Management, Investment, and
Compensation committees of
Tishman Speyer. In 1984, Mr.
Augarten joined Tishman Speyer
as the director of taxes.
While at Tishman Speyer, he has
also worked in the acquisitions
and development areas prior to
serving as treasurer from 1993
to 1996 and chief financial
officer from 1996 to 2000.
    
    
    2007Jerry
I. Speyer
    
    
    67
    
    
    Jerry I. Speyer served as a trustee of Series I Trust from October 2007 until March of 2008. Mr.
Speyer is one of the two founding partners of Tishman Speyer and served as president and CEO since
its formation in 1978, prior to assuming the role of CEO and Chairman in September 2007. Mr.
Speyer also serves as chairman of the Board of Directors of the Federal Reserve Bank of New York;
chairman of the Museum of Modern Art; vice chairman of New York Presbyterian Hospital; chairman
emeritus of Columbia University; chairman emeritus of the Real Estate Board of New York; and chair
emeritus of the Venture for New York City. Mr. Speyer also serves on the Boards of Siemens AG,
Yankee Global Enterprises and Carnegie Hall.Robert J. Speyer
    
    
    38
    
    
    Robert J. Speyer served as a trustee of Series I Trust from October 2007 until March of 2008. Mr.
Speyer was named president of Tishman Speyer in September 2007. Since he joined Tishman Speyer in
1996, he has worked in senior positions in each of its major spheres of activity, including
acquisitions, development and leasing. He is a member of the Board of Visitors of Columbia College
(emeritus), the Board of Trustees of the New York City Police Foundation, and the Executive
Committee of the Board of Governors of the Real Estate Board of New York.
  ExecutiveOfficer
    
    Age
    
    Business ExperienceR. Scot Sellers,
Chief Executive Officer
    
    
    51
    
    
    Chairman and Chief Executive
Officer of Archstone from June
1997 to July 1998 and since
December 1998, with overall
responsibility for Archstones
strategic direction,
investments and operations;
Co-Chairman and Chief
Investment Officer of Archstone
from July 1998 to December
1998; other executive
management positions within
Archstone and its predecessors
and affiliates since 1993;
Member, Executive Committee of
the Board of Governors and,
during 2006, Chairman, National
Association of Real Estate
Investment Trusts; Member,
Executive Committee of the
Board of Directors of the
National Multi Housing Council;
Director, Christian
International Scholarship
Foundation; Director of CEO
Forum; and Director, Alliance
for Choice in Education.J. Lindsay Freeman,
Chief Operating Officer
    
    
    62
    
    
    Chief Operating Officer of
Archstone since September 2002,
with responsibility for
managing all investment and
operating activities for
Archstone; President  East
Division of Archstone, from
October 2001 to September 2002,
with responsibility for all
investments and operations of
the East Division; other
executive management positions
with Archstone and its
predecessors and affiliates
since May 1994. Mr. Freeman
retired on December 31, 2007.Charles E.Mueller, Jr.,
Chief Financial Officer
    
    
    44
    
    
    Chief Financial Officer of
Archstone since December 1998,
with responsibility for the
planning and execution of
Archstones financial strategy,
balance sheet management and
corporate operations, and
oversight of the companys
accounting/financial reporting,
corporate finance, investor
relations, corporate and
property tax, due diligence,
risk management, human
resources, national marketing
and ancillary services
functions; various other
management positions with
Archstone and its predecessors
and affiliates since April
1994; Member, Executive
Committee of the Board of
Directors of the National Multi
Housing Council Executive
Committee; Director, Colorado
UpLIFT; Director, Denver
K-Life. Mr. Mueller assumed the
position of Chief Operating
Officer of Archstone as of
January 1, 2008.Alfred G. Neely,
ChiefDevelopmentOfficer
    
    
    62
    
    
    President, Charles E. Smith
Residential Division of
Archstone, since February 2005;
Chief Development Officer of
Archstone since April 2003,
with responsibility for the
oversight and direction of all
Archstone residential
development projects; Executive
Vice President of Archstone,
and, prior to November 2001,
Charles E. Smith Residential
Realty, Inc. (a predecessor of
Archstone-Smith) from April
1989 to April 2003 with
responsibility for oversight
and direction of High-Rise and
garden residential development
projects.Caroline Brower,
General Counsel
and Secretary
    
    
    59
    
    
    General Counsel and Secretary
of Archstone since September
1999, with responsibility for
legal and corporate governance;
from September 1998 to
September 1999, President of
Ameriton; prior thereto, Ms.
Brower was a partner of Mayer,
Brown & Platt (now Mayer,
Brown, Rowe & Maw, LLP) where
she practiced transaction and
real estate law. Ms. Brower
retired on December 31, 2007.
   49




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##### Table of Contents



50




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##### Table of Contents



Item 11. Executive Compensation
 Compensation of Trustees
 Trustees Fees
   Outside Trustees Plan
     51




---



##### Table of Contents



Trustees Fees, Trustee Compensation
Summary
 Deferred Compensation Plan
  Trustee
Compensation Summary 
 Trustee Compensation Summary
  All OtherFees Earned or
    
    Stock Awards
    
    Option
    
    CompensationTrustee(1)
    
    Paid in Cash
    
    ($)(2)
    
    Awards ($)
    
    ($)(3)
    
    Total ($)Mr. Cardwell(4)
    
    $
    30,840
    
    
    $
    41,840
    
    
    $
    
    
    
    $
    
    
    
    $
    72,680Mr. Demeritt
    
    $
    71,090
    
    
    $
    32,660
    
    
    $
    
    
    
    $
    201,386
    
    
    $
    305,136Mr. Gerardi
    
    $
    63,590
    
    
    $
    56,576
    
    
    $
    
    
    
    $
    255,472
    
    
    $
    375,638Ms. Gillis
    
    $
    75,317
    
    
    $
    56,576
    
    
    $
    
    
    
    $
    685,660
    
    
    $
    817,553Mr. Holmes
    
    $
    70,067
    
    
    $
    56,576
    
    
    $
    
    
    
    $
    794,796
    
    
    $
    921,439Mr. Kogod(5)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Mr. Polk
    
    $
    79,590
    
    
    $
    56,576
    
    
    $
    
    
    
    $
    892,110
    
    
    $
    1,028,276Mr. Richman(4)
    
    $
    34,590
    
    
    $
    41,840
    
    
    $
    
    
    
    $
    1,478,482
    
    
    $
    1,554,912Mr. Schweitzer
    
    $
    89,549
    
    
    $
    56,576
    
    
    $
    
    
    
    $
    1,132,608
    
    
    $
    1,278,733Mr. Smith(6)
    
    $
    
    
    
    $
    
    
    
    $
    189,900
    
    
    $
    2,382,658
    
    
    $
    2,572,558
 
 (1)
    
    Mr. Sellers did not receive additional compensation for his service as a Trustee. For
information on Mr. Sellers compensation, see the Summary Compensation Tablebelow.(2)
    
    Each Outside Trustee was awarded 2,000 RSUs on May 16, 2007, the date of the
Archstone-Smith annual shareholder meeting. The value shown above reflects the amount
expensed during fiscal year 2007 for grants made to Outside Trustees in 2007 and prior years.
The grant date fair value of the May 16, 2007 grant of 2,000 RSUs to each Outside Trustee,
computed in accordance with FAS 123R, was $106,100 for each RSU award. All outstanding RSUs
were redeemed at $60.75 per RSU in connection with the Merger, and the value of the
redemptions is included in the column for All Other Compensation.(3)
    
    Includes a payment of $12,000 to Messrs. Schweitzer and Polk for their service on the Board
of Directors of Ameriton. Includes amounts paid in connection with the Merger upon redemption
of outstanding RSUs, DEUs, options and phantom shares as follows: Mr. Demeritt $201,386; Mr.
Gerardi $255,472; Ms. Gillis $685,660; Mr. Holmes $794,796; Mr. Polk $880,110; Mr. Richman
$1,478,482; Mr. Schweitzer $1,120,608; 52




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##### Table of Contents



and Mr. Smith $2,382,658. Such phantom shares were earned on existing phantom shares on each
dividend payable date in 2007, and originally stemmed from the deferral of trustee fees.
Because each of these phantom shares was redeemed at $60.75 per phantom share in connection
with the Merger, the amounts under this column include the actual amounts paid to the Outside
Trustees in connection with the Merger rather than the expensed amounts.(4)
    
    Retired on May 16, 2007.(5)
    
    Mr. Kogod was an employee of ours prior to October 5, 2007. Pursuant to the Shareholders
Agreement (seeCertain Relationships and Transactions  Shareholders Agreement),Mr. Kogod
received a salary of $80,769 for his services in 2007.(6)
    
    Mr. Smith was an employee of Archstone-Smith prior to October 5, 2007. Pursuant to the
Shareholders Agreement (seeCertain Relationships and Transactions  Shareholders
Agreement),Mr. Smith received a salary of $250,068 for his services in 2007. In addition,
pursuant to the terms of the Shareholders Agreement, Mr. Smith was awarded 100,000 options
on February 23, 2007. All of Mr. Smiths outstanding options vested and were redeemed in
connection with the Merger, which cash payment is included under All Other Compensation.
The value shown above under Option Awards reflects the amount expensed during fiscal year
2007 for options. The grant date fair value of each of the 2007 option awards, calculated
under the Black-Scholes-Merton model, included in the Options Awards column is set forth
below: Grant Date
    
    Options Granted
    
    Fair ValueFebruary 23, 2007
    
    
    100,000
    
    
    $
    759,600
 Compensation Discussion and Analysis
 Introduction
   Compensation Committee 
 Before May 16, 2007 Annual
Meeting
    
    After May 16, 2007 Annual
Meeting
    
    After October 5,
2007 Merger,
members of Series I
Trust Compensation
CommitteeJohn C. Schweitzer, Chairman
    
    John C. Schweitzer, Chairman
    
    David AugartenJames H. Polk, III
    
    Stephen R. DemerittJohn M. Richman
    
    Ned S. HolmesJames H. Polk, III
 53




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##### Table of Contents



Compensation Discussion and Analysis Prior to October 5, 2007 Merger
 Compensation Policy Objectives and Process
 Philosophy
   
    
    attract, reward and retain highly qualified employees.
    
    align shareholder and employee interests.
    
    reward long term career contributions to Archstone-Smith.
    
    emphasize the variable portion of total compensation (cash and equity) as an
individuals level of responsibility increases.
    
    provide fully competitive compensation opportunities consistent with performance.
    
    encourage teamwork.
  Benchmarking
  54




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##### Table of Contents



th
   Compensation Committee Discretion
   Mr. Neelys Compensation
   55




---



##### Table of Contents



Elements of Compensation
  Base Salary
  Cash Bonus
  Long Term Incentive Awards
  Historical Criteria for Awards
  56




---



##### Table of Contents



Base Salary
  Annual and Long Term Incentives
  Cash Bonus and RSU Grants for 2006
 TSR FFO
 e.g.
  
    
    Target:
    
    Performance up to the 50th percentile
    
    Target Plus:
    
    At or above the 65th percentile
    
    High:
    
    At or above the 80th percentile
 e.g.
 57




---



##### Table of Contents




    
    Threshold:
    
    Up to the 20th percentile
    
    Threshold Plus:
    
    At or above the 35th percentile
    
    Target:
    
    At or above the 50th percentile
    
    Target Plus:
    
    At or above the 65th percentile
    
    High:
    
    At or above the 80th percentile
 e.g.
   58




---



##### Table of Contents



Years in which each Achievement Level was PaidCash Bonus Metric
    
    Target
    
    
    Target Plus
    
    
    HighComparative FFO Growth
    
    
    2005, 2006
    
    
    
    
    
    
    
    2004Absolute FFO Growth
    
    
    2005
    
    
    
    2006
    
    
    
    2004
 Years in which each Achievement Level was PaidThresholdRSU Award Metric
    
    Threshold
    
    
    Plus
    
    
    Target
    
    
    Target Plus
    
    
    HighComparative FFO Growth
    
    
    2005
    
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    2004Absolute FFO Growth
    
    
    
    
    
    
    2005
    
    
    
    
    
    
    
    2006
    
    
    
    2004
    Executive
    
    Target
    
    Target Plus
    
    HighMr. Freeman
    
    $
    360,000
    
    
    $
    480,000
    
    
    $
    640,000Mr. Mueller (2006)
    
    $
    280,000
    
    
    $
    420,000
    
    
    $
    560,000Mr. Mueller (2007-2008)
    
    $
    315,000
    
    
    $
    475,000
    
    
    $
    635,000Ms. Brower
    
    $
    180,000
    
    
    $
    245,000
    
    
    $
    310,000
 59




---



##### Table of Contents



ThresholdExecutive
    
    Threshold
    
    Plus
    
    Target
    
    Target Plus
    
    HighMr. Sellers
    
    $
    1,207,500
    
    
    $
    1,811,250
    
    
    $
    2,415,000
    
    
    $
    3,018,750
    
    
    $
    3,622,500Mr. Freeman
    
    $
    525,000
    
    
    $
    682,500
    
    
    $
    840,000
    
    
    $
    997,500
    
    
    $
    1,155,000Mr. Mueller (2006)
    
    $
    315,000
    
    
    $
    472,500
    
    
    $
    630,000
    
    
    $
    787,500
    
    
    $
    945,000Mr. Mueller (2007-2008)
    
    $
    355,000
    
    
    $
    534,000
    
    
    $
    710,000
    
    
    $
    890,000
    
    
    $
    1,070,000Ms. Brower
    
    $
    157,500
    
    
    $
    210,000
    
    
    $
    262,500
    
    
    $
    315,000
    
    
    $
    367,500
   60




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##### Table of Contents



Performance Units  Special Long Term Incentive Program for 2006
  Performance UnitsAwarded forName
    
    2006-2008 (#)Mr. Sellers
    
    
    170,908Mr. Freeman
    
    
    50,633Mr. Mueller
    
    
    39,878Ms. Brower
    
    
    15,000
 Other Compensation Features
 Change in Control Arrangements
 Post-Employment Payments.
   Deferred Compensation
   61




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##### Table of Contents



Compensation Related to the October 5, 2007 Merger
  Vesting of all Outstanding Options, RSUs and DEUs
  62




---



##### Table of Contents



Grant of Cash Awards in Lieu of RSU Awards
 " Historical Criteria for Awards 
  Executive Officers
    
    Amount of Cash AwardR. Scot Sellers
    
    $
    2,454,962Charles E. Mueller, Jr.
    
    
    637,273Caroline Brower
    
    
    256,931Alfred G. Neely
    
    
    487,484
  Cash Payment to Holders of certain RSUs, Share Options and DEUs
  Executive Officers
    
    Amount of Cash PaymentR. Scot Sellers
    
    $
    85,205J. Lindsay Freeman
    
    
    139,906Charles E. Mueller, Jr.
    
    
    57,733Caroline Brower
    
    
    15,379Alfred G. Neely
    
    
    22,397
 63




---



##### Table of Contents



Performance Units
  Performance UnitsAwarded for
    
    Compensation ReceivedName
    
    2006-2008 (#)
    
    at MergerMr. Sellers
    
    
    170,908
    
    
    $
    10,382,661Mr. Freeman
    
    
    50,633
    
    
    $
    3,075,955Mr. Mueller
    
    
    39,878
    
    
    $
    2,422,589Ms. Brower
    
    
    15,000
    
    
    $
    1,730,464
 Compensation Discussion and Analysis After October 5, 2007
 Compensation Objectives, Elements Of Compensation, Criteria For Award
  Base Salary
  Cash Bonuses
  64




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##### Table of Contents



Incentive Grants
  Performance Units
  Other
Compensation Features; Employment Agreement with R. Scot Sellers   Grant of Plan Based
Awards ).
 Other Compensation Features
 Change in Control Agreements
  Employment Agreement with R. Scot Sellers
    65




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##### Table of Contents



 Change in Control and Post-Termination Arrangements with Mr. Sellers .
    66




---



##### Table of Contents



POST-EMPLOYMENT PAYMENTS
 Summary Compensation
Table Summary Compensation Table
 Event
    
    Consideration
    
    Mr. Freeman
    
    Mr. Mueller
    
    Ms. Brower
    
    Mr. NeelyTermination without
change in control,
with or without
cause, or upon
death or disability
    
    Cash severance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accrued bonus and long
term compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unvested equity awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    401(k) account balance
    
    $
    291,146
    
    
    $
    281,046
    
    
    $
    234,784
    
    
    $
    572,953Health care benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Excise tax gross-up
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outplacement services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Personal benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total:
    
    $
    291,146
    
    
    $
    281,046
    
    
    $
    234,784
    
    
    $
    572,953Change in control
and termination
without cause
within protected
period
    
    Cash severance
    
    
    
    
    
    $
    2,270,000
    
    
    $
    1,290,000
    
    
    $
    390,000Accrued bonus and long
term compensation
    
    
    
    
    
    
    606,475
    
    
    
    310,000
    
    
    
    436,000Unvested equity awards (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    401(k) account balance
    
    
    
    
    
    
    281,046
    
    
    
    234,784
    
    
    
    572,953Health care benefits (2)
    
    
    
    
    
    
    32,532
    
    
    
    8,960
    
    
    
    14,609Excise tax gross-up
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outplacement services
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    10,000Personal benefits (3)
    
    
    
    
    
    
    8,054
    
    
    
    
    
    
    
    6,471Total:
    
    
    
    
    
    $
    3,213,107
    
    
    $
    1,843,744
    
    
    $
    1,430,033
 
 (1)
    
    All unvested options, RSUs and DEUs vested and were redeemed in connection with the
Merger. As a result, none of these NEOs held unvested equity awards at December 31, 2007.(2)
    
    This amount includes medical insurance, disability income protection, life insurance
coverage and death benefits during the applicable protected period for each Named Executive
Officer, valued at the incremental cost to us of providing such benefits.(3)
    
    None of these Named Executive Officers received personal benefits in excess of $10,000
in 2007. For purposes of calculating the personal benefits, we used the approximate value
of the personal benefits received in 2007 multiplied by the Multiple. 67




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##### Table of Contents



Event
    
    Consideration
    
    Mr. SellersTermination by Company
without cause or by Mr.
Sellers for good reason,
without change in control
    
    Accrued obligations (1)
    
    $
    0Severance amount
    
    $
    5,500,000Unvested equity awards
    
    $
    11,250,000401(k) account balance
    
    $
    287,626Excise tax gross-up
    
    $
    0Total:
    
    $
    17,037,626Death or disability
    
    Accrued obligations (1)
    
    $
    0401(k) account balance
    
    $
    287,626Excise tax gross-up
    
    $
    0Total:
    
    $
    287,626Termination by Company
without cause or by Mr.
Sellers for good reason,
with a change in control
    
    Accrued obligations (1)
    
    $
    0Severance amount
    
    $
    5,500,000Unvested equity awards
    
    $
    11,250,000401(k) account balance
    
    $
    287,626Excise tax gross-up
    
    $
    0Total:
    
    $
    17,037,626Termination by Company for
cause or by Mr. Sellers
without good reason
    
    Accrued obligations,
excluding prorated annual
cash bonus (1)
    
    $
    0401(k) account balance
    
    $
    287,626Total:
    
    $
    287,626
 
 (1)
    
    Accrued obligations are defined as the sum of the following amounts: (a) annual base
salary through the date of termination, (b) any unpaid guaranteed bonus and any unpaid
incremental annual bonus earned for any fiscal year ended prior to the fiscal year in which
the date of termination occurs, (c) prorated guaranteed annual cash bonus from January 1
through the date of termination, (d) reimbursed of expenses incurred, and (e) all other
compensation and benefits under any compensation or benefit plan. The foregoing table
assumes that Mr. Sellers last paycheck in 2007 covered the period ending on December 31,
2007. 68




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##### Table of Contents



Change in Control Arrangement with Messrs. Mueller and Neely and Ms. Brower
 see " Compensation Discussion and Analysis after October 5,
2007; Other Compensation Features; Employment Agreement with R. Scot Sellers "
 see " Compensation Discussion and Analysis after October 5, 2007; Other Compensation
Features; Employment Agreement with R. Scot Sellers "
   69




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" Multiple "
 Change in Control and Post-Termination Arrangements with Mr. Sellers
       70




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##### Table of Contents



TAX IMPLICATIONS OF COMPENSATION
  2006 AND 2007 EXECUTIVE COMPENSATION
  71




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##### Table of Contents



Non-EquityStock
    
    Incentive Plan
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)(4)
    
    ($)R. Scot Sellers, Chief Executive Officer
    
    
    2007
    
    
    $
    750,000
    
    
    
    
    
    
    $
    2,358,945
    
    
    
    
    
    
    $
    35,636,045
    
    
    $
    36,386,0452006
    
    
    $
    750,000
    
    
    $
    1,750,000
    
    
    $
    2,937,500
    
    
    
    
    
    
    $
    602,034
    
    
    $
    6,039,534J. Lindsay Freeman,
Chief Operating Officer
    
    
    2007
    
    
    $
    450,000
    
    
    $
    1,554,000
    
    
    $
    772,257
    
    
    
    
    
    
    $
    16,977,924
    
    
    $
    18,981,9242006
    
    
    $
    450,000
    
    
    
    
    
    
    $
    969,572
    
    
    $
    554,000
    
    
    $
    409,738
    
    
    $
    2,383,310Charles E. Mueller, Jr.

Chief Financial Officer
    
    
    2007
    
    
    $
    446,493
    
    
    $
    606,475
    
    
    $
    614,827
    
    
    
    
    
    
    $
    11,354,320
    
    
    $
    12,407,2882006
    
    
    $
    380,000
    
    
    
    
    
    
    $
    765,536
    
    
    $
    475,300
    
    
    $
    212,690
    
    
    $
    1,833,526Caroline Brower,
General Counsel
    
    
    2007
    
    
    $
    335,000
    
    
    $
    310,000
    
    
    $
    244,967
    
    
    
    
    
    
    $
    5,885,582
    
    
    $
    6,530,5822006
    
    
    $
    335,000
    
    
    
    
    
    
    $
    304,933
    
    
    $
    276,075
    
    
    $
    90,721
    
    
    $
    1,006,729Alfred G. Neely,
President  Charles E.
Smith Residential
Division & Chief
Development Officer
    
    
    2007
    
    
    $
    390,000
    
    
    $
    436,000
    
    
    $
    475,005
    
    
    
    
    
    
    $
    3,455,939
    
    
    $
    4,281,9392006
    
    
    $
    375,000
    
    
    $
    412,500
    
    
    $
    550,012
    
    
    
    
    
    
    $
    102,185
    
    
    $
    1,439,697
 
 (1)
    
    Includes amounts earned in 2007 that were paid in 2008 and 2006 that were paid in 2007,
as applicable. Under the terms of his employment agreement, Mr. Sellers was not paid a cash
bonus for 2007. The 2006 bonus amount for Mr. Sellers was based on the Compensation
Committees determination that he had executed his managerial responsibilities as the
companys chief executive officer in an appropriate and exemplary manner. The 2007 cash
bonus for Mr. Freeman was awarded at the same level as his 2006 cash bonus. The bonus for
Mr. Mueller was awarded based on the significant role he played in negotiating the Merger
Agreement and overseeing the overall transaction, as well as his oversight of the
integration process after completion of the Merger. Ms. Brower was awarded a bonus at the
High amount under the pre-Merger compensation program in accordance with the terms of her
change in control agreement. Mr. Neely was awarded a 2007 cash bonus of $436,000, which is
$150,000 over the target amount, and he was awarded a 2006 cash bonus of $412,500, or
$137,500 over the target amount, based in each year on his excellent accomplishments with
respect to the Companys development projects.(2)
    
    Consists of the compensation expense recognized by the company in the applicable year
related to long-term equity incentive awards computed in accordance with FAS 123R. The
amounts include the expense recorded in the applicable year relating to the amortization of
awards made in earlier years as well as the expense relating to the amortization of awards
granted in such year. Pursuant to SEC rules, the amounts shown exclude the impact of
estimated forfeitures related to service-based vesting conditions. For more information on
this calculation, see note 11. The expense amounts shown for 2007 cover the expense taken
from January 1, 2007 through the Merger on October 5, 2007. The cash received by each Named
Executive Officer upon the redemption of all outstanding stock awards is included in the
All Other Compensation column and, for purposes of calculating Total Compensation, we have
not included the amounts for 2007 in the Stock Awards column to avoid double counting those
payments.(3)
    
    Includes amounts earned in 2006 that were paid in 2007. Bonus amounts for 2006 for
Messrs. Freeman and Mueller and Ms. Brower were based on our achieving TSR placing us in the
81st percentile, compared to the NAREIT Apartment Index, FFO growth relative to
the NAREIT Apartment Index that resulted in an award at the target amount, and absolute FFO
growth slightly above the target plus amount. 72




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##### Table of Contents



(4)
    
    Personal benefits paid on behalf of Mr. Sellers during 2007 in the amount of $273,903,
which included (a) $266,142 in legal fees for counsel to represent him in the negotiation of
his employment agreement, (b) $540 for parking, (c) $3,915 for supplemental disability
insurance, (d) $490 for personal use of a cellphone, and (e) $432 for personal use of a
country club membership. In accordance with Mr. Freemans severance and release agreement,
we paid him $1,071,788 in lieu of an RSU award for 2007; this amount is equal to the RSU
award made to Mr. Freeman for 2006. For Ms. Brower, this amount includes $1,290,000, which
was paid to her in 2008 as a severance amount due under her change in control agreement. In
addition, this amount also includes the following amounts: 2006 Amounts
 401(k)
    
    
    
    
    
    Quarterly CashCompany
    
    
    
    
    
    Payments on
    
    DEUs EarnedOfficer
    
    Match
    
    Life Insurance
    
    RSUs (a)
    
    (b)
    
    TOTALMr. Sellers
    
    $
    4,537
    
    
    $
    810
    
    
    $
    119,307
    
    
    $
    477,380
    
    
    $
    602,034Mr. Freeman
    
    $
    4,537
    
    
    $
    3,564
    
    
    $
    60,992
    
    
    $
    340,645
    
    
    $
    409,738Mr. Mueller
    
    $
    4,537
    
    
    $
    540
    
    
    $
    31,120
    
    
    $
    176,493
    
    
    $
    212,690Ms. Brower
    
    $
    4,537
    
    
    $
    2,322
    
    
    $
    12,380
    
    
    $
    71,482
    
    
    $
    90,721Mr. Neely
    
    $
    4,537
    
    
    $
    3,564
    
    
    $
    24,814
    
    
    $
    69,270
    
    
    $
    102,185
 
 (a)
    
    Quarterly cash payments equal in amount to the dividend paid on
Archstone-Smith Common Shares were earned on outstanding RSUs granted in 2006.(b)
    
    DEUs were earned on January 1, 2007 on outstanding RSUs granted prior to
2006, DEUs previously earned and options granted between 1997 and 1999 as follows: DEUs earned on
    
    DEUs earnedDEUs earned on Vested
    
    Unvested RSUs
    
    on Vested
    
    Total DEUsOfficer
    
    RSUs and DEUs (#)
    
    and DEUs (#)
    
    Options (#)
    
    earned (#)Mr. Sellers
    
    
    6,650
    
    
    
    1,020
    
    
    
    531
    
    
    
    8,201Mr. Freeman
    
    
    4,729
    
    
    
    333
    
    
    
    790
    
    
    
    5,852Mr. Mueller
    
    
    2,765
    
    
    
    267
    
    
    
    
    
    
    
    3,032Ms. Brower
    
    
    372
    
    
    
    105
    
    
    
    751
    
    
    
    1,228Mr. Neely
    
    
    988
    
    
    
    202
    
    
    
    
    
    
    
    1,190
 73




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##### Table of Contents



2007 Amounts
 CashQuarterly
    
    Award in401(k)
    
    
    
    
    
    Cash
    
    Lieu ofCompany
    
    Life
    
    Payments
    
    2007 RSU
    
    Merger-RelatedOfficer
    
    Match
    
    Insurance
    
    on RSUs (a)
    
    Grant (b)
    
    Compensation (c)
    
    TOTALMr. Sellers
    
    $
    6,750
    
    
    $
    1,242
    
    
    $
    112,587
    
    
    $
    818,321
    
    
    $
    34,423,242
    
    
    $
    35,362,142Mr. Freeman
    
    
    6,750
    
    
    
    3,564
    
    
    
    48,270
    
    
    
    
    
    
    
    15,847,552
    
    
    
    15,906,136Mr. Mueller
    
    
    6,750
    
    
    
    540
    
    
    
    29,304
    
    
    
    212,424
    
    
    
    11,105,302
    
    
    
    11,354,320Ms. Brower
    
    
    6,750
    
    
    
    2,322
    
    
    
    9,581
    
    
    
    85,644
    
    
    
    4,491,318
    
    
    
    4,595,615Mr. Neely
    
    
    6,750
    
    
    
    3,564
    
    
    
    18,638
    
    
    
    162,516
    
    
    
    3,264,471
    
    
    
    3,455,939
 
 (a)
    
    Two quarterly cash payments, equal in amount to the dividend paid on
Archstone-Smith Common Shares, were earned in February and May, 2007 on outstanding
RSUs granted in 2007.(b)
    
    This amount equals 25% of the 2006 RSU award made to the Named Executive
Officer.(c)
    
    Amounts include the following: Performance
    
    
    
    
    
    
    
    
    
    Share
    
    Cash in lieu
    
    Cash in lieuUnit
    
    RSU
    
    DEU
    
    Option
    
    of 2007
    
    of 2007Officer
    
    Cashout(a)
    
    Cashout(a)
    
    Cashout(a)
    
    Cashout(a)
    
    RSUs(b)
    
    DEUs(a)(c)
    
    TOTALMr. Sellers
    
    $
    10,382,661
    
    
    $
    13,137,066
    
    
    $
    140,136
    
    
    $
    8,223,212
    
    
    $
    2,454,962
    
    
    $
    85,205
    
    
    $
    34,423,242Mr. Freeman
    
    $
    3,075,955
    
    
    $
    10,910,457
    
    
    $
    1,721,234
    
    
    
    
    
    
    
    
    
    
    $
    139,906
    
    
    $
    15,847,552Mr. Mueller
    
    $
    2,422,589
    
    
    $
    5,810,981
    
    
    $
    31,537
    
    
    $
    2,145,189
    
    
    $
    637,273
    
    
    $
    57,733
    
    
    $
    11,105,302Ms. Brower
    
    $
    1,730,464
    
    
    $
    823,588
    
    
    $
    391,503
    
    
    $
    1,273,453
    
    
    $
    256,931
    
    
    $
    15,379
    
    
    $
    4,491,318Mr. Neely
    
    
    
    
    
    $
    2,447,435
    
    
    $
    307,155
    
    
    
    
    
    
    $
    487,484
    
    
    $
    22,397
    
    
    $
    3,264,471
 
 (a)
    
    Payments were calculated as follows: (i) $60.75 for each vested and unvested
RSU, DEU, and performance unit outstanding on October 4, 2007, and (ii) $60.75 less the
strike price for each share option outstanding on October 4, 2007.(b)
    
    This amount equals 75% of the 2006 RSU award made to the Named Executive
Officer.(c)
    
    This amount represents the value of DEUs that would have been earned on the
deemed 2007 RSU award.   Compensation Discussion and Analysis 
Historical Criteria for Awards  Annual and Long Term Incentives  Cash Bonus and RSU Grants for
2006 .  Compensation Discussion
and Analysis  Historical Criteria for Awards  Annual and Long Term Incentives  Performance
UnitsSpecial Long Term Incentive Program .
 74




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##### Table of Contents



All OtherEstimated Possible Payouts Under Non-
    
    Estimated Possible Payouts Under
    
    Stock Awards:Equity Incentive Plan Awards(1)
    
    Equity Incentive Plan Awards(1)
    
    Number of
    
    Grant DateThreshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Shares of Stock
    
    Fair Value ofName
    
    Grant Date
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    or Units (#)(2)
    
    Award ($)(3)Mr. Sellers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,207,500
    
    
    
    2,415,000
    
    
    
    3,622,5002/23/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,567
    
    
    
    3,125,28410/5/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,800
    
    
    
    
    (4)10/5/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    (4)10/5/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    (4)10/5/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    (4)Mr. Freeman
    
    
    
    
    
    
    360,000
    
    
    
    480,000
    
    
    
    640,000
    
    
    
    525,000
    
    
    
    840,000
    
    
    
    1,155,0002/23/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,492
    
    
    
    1,025,185Mr. Mueller
    
    
    
    
    
    
    315,000
    
    
    
    475,000
    
    
    
    635,000
    
    
    
    355,000
    
    
    
    710,000
    
    
    
    1,070,0002/23/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,885
    
    
    
    815,198Ms. Brower
    
    
    
    
    
    
    180,000
    
    
    
    245,000
    
    
    
    310,000
    
    
    
    157,500
    
    
    
    262,500
    
    
    
    367,5002/23/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,115
    
    
    
    324,302Mr. Neely
    
    
    2/23/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,261
    
    
    
    650,016
 
 (1)
    
    These columns consist of the potential annual cash bonus awards and annual stock awards
under our Long Term Incentive Plan for fiscal 2007 pursuant to the performance levels
established by the Compensation Committee in October 2005 and, for Mr. Mueller, in mid-2006.
For cash awards, the Threshold, Target, and Maximum columns represent the amounts
payable when the Target, Target Plus, and High performance, respectively, is met, as
described in Compensation Discussion & Analysis  Historical Criteria for Awards  Annual
and Long Term Incentives  Cash Bonus and RSU Grants for 2006.For stock awards, the
Threshold, Target, and Maximum columns represent the amounts payable when the
Threshold, Target, and High performance, respectively, is met, as described in
Compensation Discussion & Analysis  Historical Criteria for Awards  Annual and Long Term
Incentives  Cash Bonus and RSU Grants for 2006.Two additional performance levels,
Threshold Plus, and Target Plus, for the stock awards are not reflected in this table, but
are described in Compensation Discussion & Analysis  Historical Criteria for Awards 
Annual and Long Term Incentives  Cash Bonus and RSU Grants for 2006.Actual cash bonus
amounts received for fiscal 2007 are discussed in Compensation Discussion & Analysis After
October 5, 2007  Compensation Objectives, Elements of Compensation, Criteria for Award.
The Named Executives Officers received cash payments in lieu of 2007 RSU awards, which are
discussed in Compensation Related to the October 5, 2007 MergerandCompensation
Discussion & Analysis After October 5, 2007  Compensation Objectives, Elements of
Compensation, Criteria for Award.(2)
    
    Reflects the RSU awards made on February 3, 2007 pursuant to the Companys Long Term
Incentive Plan for performance in 2006. The Compensation Committee approved the performance
levels for these awards on October 4, 2005. These RSU awards were to vest ratably on
December 4, 2007, December 4, 2008 and December 4, 2009. All RSUs vested in connection with
the Merger and the holders received $60.75 per RSU.(3)
    
    Through 2006, the grant date fair value on grants made under the Long-Term Incentive Plan
was defined as the closing price of Archstone-Smith Common Shares on the New York Stock
Exchange on the business day immediately preceding the grant date. Beginning January 1,
2007, the grant date fair value was defined as the closing price of Archstone-Smith Common
Shares on the New York Stock Exchange on the date of grant. The relevant closing price for
grants made on February 23, 2007 was $53.05.(4)
    
    Pursuant to his employment agreement, Mr. Sellers was awarded 4,800 Class C Units in
Tishman Speyer Archstone-Smith Multifamily Participants, L.L.C, an affiliate of the Venture,
and 100 Class B Units in each of Tishman Speyer Archstone-Smith Junior Mezz Borrower, L.P.,
Tishman Speyer Archstone-Smith Parallel Guarantor, L.P., Tishman Speyer Archstone-Smith
Parallel Guarantor, I L.P., and Tishman Speyer Archstone-Smith Parallel Guarantor II, L.P.
The Class B Units and Class C Units were issued on October 5, 2007. There is no public
market for these units, which has made it difficult for the company to complete as of the
filing date the calculations required to establish a grant date fair value. Furthermore, such
units were issued by the Venture or affiliates rather than Archstone. 75




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##### Table of Contents



Option Awards
    
    
    Stock AwardsNumber
    
    
    
    
    
    
    
    
    
    
    Equity Incentiveof Shares
    
    
    
    
    
    
    Equity Incentive
    
    
    Plan Awards:Number of
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    
    
    
    
    Plan Awards:
    
    
    Market or PayoutSecurities
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    Market value
    
    
    Number of
    
    
    value ofUnderlying
    
    
    
    
    
    
    
    
    
    
    that have
    
    
    of Shares or
    
    
    Unearned Shares,
    
    
    Unearned Shares,Unexercised
    
    
    Option
    
    
    Option
    
    
    Not
    
    
    Units of Stock
    
    
    Units or Other
    
    
    Units or OtherOptions (#)
    
    
    Exercise
    
    
    Expiration
    
    
    Vested
    
    
    that have not
    
    
    Rights that have
    
    
    Rights that haveOfficer
    
    Exercisable
    
    
    Price ($)
    
    
    Date
    
    
    (#)
    
    
    Vested ($)
    
    
    not Vested (#)
    
    
    not Vested ($)Mr. Sellers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,800
    
    
    
    
    (1)Mr. Sellers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    (1)Mr. Sellers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    (1)Mr. Sellers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    (1)
 
 (1)
    
    Pursuant to his employment agreement, Mr. Sellers was awarded 4,800 Class C Units in Tishman
Speyer Archstone-Smith Multifamily Participants, L.L.C, an affiliate of the Venture, and 100
Class B Units in each of Tishman Speyer Archstone-Smith Junior Mezz Borrower, L.P., Tishman
Speyer Archstone-Smith Parallel Guarantor, L.P., Tishman Speyer Archstone-Smith Parallel
Guarantor, I L.P., and Tishman Speyer Archstone-Smith Parallel Guarantor II, L.P. The Class B
Units and Class C Units were issued on October 5, 2007. There is no public market for these
units, which has made it difficult for the company to complete as of the filing date the
calculations required to establish a grant date fair value. Furthermore, such units were
issued by the Venture or affiliates rather than Archstone. 76




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##### Table of Contents



Option Awards
    
    Stock AwardsNumber of Shares
    
    Value Realized on
    
    Number of SharesAcquired on
    
    Exercise
    
    Acquired on Vesting
    
    Value Realized onOfficer
    
    Exercise (#)(1)
    
    ($)(1)
    
    (#)(2)
    
    Vesting ($)(2)Mr. Sellers
    
    
    218,354
    
    
    $
    8,223,212
    
    
    
    302,380
    
    
    $
    18,369,585Mr. Freeman
    
    
    
    
    
    
    
    
    
    
    94,421
    
    
    $
    5,736,076Mr. Mueller
    
    
    56,962
    
    
    $
    2,145,189
    
    
    
    74,355
    
    
    $
    4,517,066Ms. Brower
    
    
    32,761
    
    
    $
    1,273,453
    
    
    
    28,762
    
    
    $
    1,747,292Mr. Neely
    
    
    
    
    
    
    
    
    
    
    40,679
    
    
    $
    2,471,256
 
 (1)
    
    The share options included in this column became fully vested in connection with the Merger;
valuation is based on the product of the number of shares subject to the option and the
excess, if any, of $60.75 per share, over the exercise price per share of the option.(2)
    
    This column includes the value of all performance units, RSUs and DEUs that were vested, or
became fully vested, in connection with the Merger. The amounts paid for performance units is
described above in Compensation Related to October 5, 2007 Merger.The valuation included
in the table below for RSUs and DEUs is based on a redemption price of $60.75 per RSU or DEU. Officer
    
    RSUs
    
    DEUs
    
    Total RSU/DEUs
    
    Value RealizedMr. Sellers
    
    
    130,377
    
    
    
    995
    
    
    
    131,372
    
    
    $
    7,980,872Mr. Freeman
    
    
    42,693
    
    
    
    1,095
    
    
    
    43,788
    
    
    $
    2,660,109Mr. Mueller
    
    
    33,958
    
    
    
    519
    
    
    
    34,477
    
    
    $
    2,094,486Ms. Brower
    
    
    13,557
    
    
    
    205
    
    
    
    13,762
    
    
    $
    836,013Mr. Neely
    
    
    40,287
    
    
    
    392
    
    
    
    40,679
    
    
    $
    2,471,256
 The foregoing table also includes the following DEUs that became vested on January 1, 2007,
with the values indicated based on the December 29, 2006 closing price of Archstone-Smith
Common Shares of $58.21: Mr. Mueller, 701 units, valued at $40,781; Ms. Brower, 10,190
units valued at $593,160; and Mr. Neely, 901 units valued at $52,437.
 77




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##### Table of Contents



NON-QUALIFIED DEFERRED COMPENSATION
  Compensation Discussion and Analysis Prior to October 5, 2007
Merger  Other Compensation Features  Deferred Compensation ,
 Executive Contributions in
    
    
    
    
    
    Aggregate Earnings in
    
    
    
    
    
    Aggregate Balance at Last FYE ($)Last FY ($)
    
    
    
    
    
    Last FY ($)
    
    Aggregate
    
    Aggregate
    
    AggregateDeferred
    
    Deferred
    
    Registrant
    
    Deferred
    
    Deferred
    
    Withdrawals/
    
    Deferred
    
    Deferred
    
    AggregateStock
    
    Cash
    
    Contributions in
    
    Stock
    
    Cash
    
    Distributions
    
    Stock
    
    Cash
    
    Balance ofName
    
    Awards(1)
    
    Amounts(2)
    
    Last FY ($)
    
    Awards(1)
    
    Amounts(3)
    
    ($)(4)
    
    Awards
    
    Amounts
    
    all DeferralsMr. Sellers
    
    
    
    
    
    $
    5,328
    
    
    $
    0
    
    
    
    
    
    
    $
    1,036,980
    
    
    $
    12,717,612
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Mr. Freeman
    
    
    
    
    
    
    
    
    
    $
    0
    
    
    
    
    
    
    $
    145,075
    
    
    
    2,632,060
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Mr. Mueller
    
    
    
    
    
    
    
    
    
    $
    0
    
    
    
    
    
    
    $
    123,629
    
    
    
    1,221,215
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Ms. Brower
    
    
    
    
    
    $
    105,017
    
    
    $
    0
    
    
    
    
    
    
    $
    115,101
    
    
    
    1,827,023
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Mr. Neely
    
    
    
    
    
    $
    38,623
    
    
    $
    0
    
    
    
    
    
    
    $
    59,353
    
    
    
    646,056
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
 
 (1)
    
    None of the Named Executive Officers deferred any RSUs or DEUs into the Deferred
Compensation Plan during 2007.(2)
    
    This column includes amounts deferred by Mr. Sellers from the refund of excess 401(k)
contributions; by Ms. Brower from her salary, cash bonus, the quarterly cash settlement of
RSUs, and the refund of excess 401(k) contributions; and Mr. Neely from his salary, quarterly
cash payments on RSUs, and the refund of excess 401(k) contributions. All of the foregoing
amounts are included in the Summary Compensation Table under All Other Compensation.(3)
    
    Includes earnings or losses on mutual fund investments.(4)
    
    Withdrawals for 2007 represent the amounts paid to each Named Executive Officer in
connection with the termination of the Deferred Compensation Plan as of the Merger on October
5, 2007. 78




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##### Table of Contents



ARCHSTONE
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  COMPENSATION COMMITTEE REPORT
   
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
   Number of Common Units
    
    Percentage of allName of Beneficial Owner
    
    Beneficially Owned
    
    Common UnitsSeries I Trust
    
    
    7,444,435
    
    
    
    18.81
    %Series II LLC
    
    
    25,202,745
    
    
    
    63.70
    %Series III LLC
    
    
    6,917,971
    
    
    
    17.49
    %TOTAL
    
    
    39,565,151
    
    
    
    100
    %
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Shareholders Agreement
  Related Party Transaction Policy
  79




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##### Table of Contents



ARCHSTONE
  Related Party Transactions
  Note 8 
Borrowings
    Pre-Merger Trustee Independence
 Certain
Relationships and Transactions
 80




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##### Table of Contents



ARCHSTONE
  Post-Merger Trustee Independence
  
 Item 14. Principal Accounting Fees and Services
   2007
    
    
    2006Audit Fees(1)
    
    $
    1,735,450
    
    
    $
    1,459,722Audit-Related Fees(2)
    
    
    185,000
    
    
    
    202,421Tax Fees(3)
    
    
    341,861
    
    
    
    93,508All Other Fees(4)
    
    
    
    
    
    
    TOTAL
    
    $
    2,262,311
    
    
    $
    1,755,651
 
 (1)
    
    Audit Fees are the aggregate fees billed by KPMG LLP for professional services rendered for
the audit of Archstone-Smiths annual financial statements for the years ended December 31,
2007 and December 31, 2006 and the reviews of the financial statements included in
Archstone-Smiths quarterly reports on Form 10-Q during 2007 and 2006. These fees include
fees billed in connection with KPMG LLPs analysis of the effectiveness of our internal
controls. Audit Fees for 2006 also includes amounts billed relating to our international
operations, which totaled $96,622. In addition, Audit Fees includes amounts billed for
registration statements filed and related comfort letters and consents amounting to $45,490
and $96,300 in 2007 and 2006, respectively.(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.(3)
    
    Tax Fees are fees billed by KPMG LLP in either 2007 or 2006 for tax services, including tax
compliance, tax advice or tax planning.(4)
    
    All Other Fees are fees billed by KPMG LLP in 2007 or 2006 that are not included in the
above classifications.  81




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##### Table of Contents



ARCHSTONE
 
 Part IV
 
 Item 15. Exhibits and Financial Statement Schedules
             82




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##### Table of Contents



ARCHSTONE
 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
 PageReport of Independent Registered Public Accounting Firm
    
    
    84Consolidated Balance Sheets as of December 31, 2007 and 2006
    
    
    85Consolidated Statements of Operations for the periods January 1, 2007 through October 4,
2007 and October 5, 2007 through December 31, 2007 and years ended December 31, 2006 and
2005
    
    
    86Consolidated
Statements of Unitholders Equity, Other Common
Unitholders Interest, Preferred Units and
Comprehensive Income (Loss) for the years ended December 31, 2007, 2006 and 2005
    
    
    87Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005
    
    
    88Notes to Consolidated Financial Statements
    
    
    89Report of Independent Registered Public Accounting Firm on Supplementary Information
    
    
    126Schedule III  Real Estate and Accumulated Depreciation as of December 31, 2007
    
    
    127Schedule IV  Mortgage Loans on Real Estate as of December 31, 2007
    
    
    129Signatures
    
    
    130Index to Exhibits
  83




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
      
 84




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##### Table of Contents



ARCHSTONE
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
 Successor
    
    
    
    PredecessorDecember 31,
    
    
    
    December 31,2007
    
    
    
    2006ASSETSReal estate
    
    $
    14,680,182
    
    
    
    $
    12,967,709Real estate  held for sale
    
    
    388,890
    
    
    
    
    219,931Less accumulated depreciation
    
    
    77,384
    
    
    
    
    957,14614,991,688
    
    
    
    
    12,230,494Investments in and advances to unconsolidated entities
    
    
    297,113
    
    
    
    
    235,323Net real estate investments
    
    
    15,288,801
    
    
    
    
    12,465,817Cash and cash equivalents
    
    
    22,422
    
    
    
    
    48,655Restricted cash
    
    
    579,097
    
    
    
    
    319,312Due from affiliated entities
    
    
    393,841
    
    
    
    
    Other assets
    
    
    870,498
    
    
    
    
    425,343Total assets
    
    $
    17,154,659
    
    
    
    $
    13,259,127LIABILITIES AND UNITHOLDERS EQUITYLiabilities:Revolving credit facilities
    
    $
    60,000
    
    
    
    $
    84,723Long-term Unsecured Debt
    
    
    
    
    
    
    
    3,339,462Long-term Unsecured Debt  held for sale
    
    
    
    
    
    
    
    16,237Term Loan  International
    
    
    
    
    
    
    
    235,771Term loan  domestic
    
    
    4,591,822
    
    
    
    
    Property mortgages payable
    
    
    9,194,835
    
    
    
    
    2,743,081Property mortgages payable  held for sale
    
    
    17,813
    
    
    
    
    33,153Due to affiliated entities
    
    
    256,666
    
    
    
    
    Accounts payable
    
    
    25,690
    
    
    
    
    71,967Accrued expenses and other liabilities
    
    
    488,945
    
    
    
    
    432,395Total liabilities
    
    
    14,635,771
    
    
    
    
    6,956,789Series O
and other Preferred Units (3,878,131 units, Liquidation value
of $61.75 per unit)
    
    
    235,944
    
    
    
    
    Other common unitholders interest, at redemption value
(A-1 Common Units: 29,514,128 in 2006)
    
    
    
    
    
    
    
    1,718,017Unitholders
equity (450,000,000 units authorized):Perpetual
Preferred Units (Liquidation value of $103,830 per unit)
    
    
    50,000
    
    
    
    
    50,000Common
unitholders equity (39,565,151 units
 in 2007 and 220,147,167 units in 2006)
    
    
    2,635,056
    
    
    
    
    4,530,801Accumulated other comprehensive income
    
    
    5,906
    
    
    
    
    3,520Retained deficit
    
    
    (408,018
    )
    
    
    
    Total unitholders equity
    
    
    2,282,944
    
    
    
    
    4,584,321Total liabilities and unitholders equity
    
    $
    17,154,659
    
    
    
    $
    13,259,127
  85




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##### Table of Contents



ARCHSTONE
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit amounts)
 Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005Revenues:Rental revenues
    
    $
    213,777
    
    
    
    $
    644,330
    
    
    $
    682,415
    
    
    $
    457,825Other income
    
    
    41,494
    
    
    
    
    45,831
    
    
    
    77,410
    
    
    
    56,030255,271
    
    
    
    
    690,161
    
    
    
    759,825
    
    
    
    513,855Expenses:Rental expenses
    
    
    49,024
    
    
    
    
    157,452
    
    
    
    163,195
    
    
    
    106,657Real estate taxes
    
    
    27,324
    
    
    
    
    62,263
    
    
    
    62,627
    
    
    
    41,983Depreciation on real estate investments
    
    
    162,427
    
    
    
    
    166,896
    
    
    
    177,264
    
    
    
    115,997Interest expense
    
    
    255,709
    
    
    
    
    166,528
    
    
    
    161,231
    
    
    
    75,968General and administrative expenses
    
    
    24,160
    
    
    
    
    60,605
    
    
    
    68,188
    
    
    
    58,604Other expenses
    
    
    4,689
    
    
    
    
    40,768
    
    
    
    17,705
    
    
    
    53,276523,333
    
    
    
    
    654,512
    
    
    
    650,210
    
    
    
    452,485Earnings (loss) from operations
    
    
    (268,062
    )
    
    
    
    35,649
    
    
    
    109,615
    
    
    
    61,370Income (loss) from unconsolidated entities
    
    
    (7,680
    )
    
    
    
    (5,294
    )
    
    
    36,316
    
    
    
    22,432Other non-operating income (loss)
    
    
    (124,460
    )
    
    
    
    25,531
    
    
    
    2,338
    
    
    
    28,807Net earnings (loss) before discontinued operations
    
    
    (400,202
    )
    
    
    
    55,886
    
    
    
    148,269
    
    
    
    112,609Net earnings (loss) from discontinued operations
    
    
    (7,816
    )
    
    
    
    714,831
    
    
    
    686,806
    
    
    
    588,895Net earnings (loss)
    
    
    (408,018
    )
    
    
    
    770,717
    
    
    
    835,075
    
    
    
    701,504Preferred Unit Distributions
    
    
    -0-
    
    
    
    
    (2,917
    )
    
    
    (3,829
    )
    
    
    (4,572
    )Undeclared
and unaccrued Preferred Unit Distributions
    
    
    (5,457
    )
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Net earnings attributable to Common Units  Basic
    
    $
    (413,475
    )
    
    
    
    767,800
    
    
    
    831,246
    
    
    
    696,932Interest on Convertible Debt
    
    
    
    
    
    
    
    20,216
    
    
    
    11,139
    
    
    
    Net earnings attributable to Common Units  Diluted
    
    
    
    
    
    
    $
    788,016
    
    
    $
    842,385
    
    
    $
    696,932Weighted average Common Units outstanding:Basic
    
    
    
    
    
    
    
    250,223
    
    
    
    248,314
    
    
    
    231,642Diluted
    
    
    
    
    
    
    
    260,026
    
    
    
    253,308
    
    
    
    232,608Net earnings per Common Units  Basic:Net earnings before discontinued operations
    
    
    
    
    
    
    $
    0.21
    
    
    $
    0.58
    
    
    $
    0.47Discontinued operations, net
    
    
    
    
    
    
    
    2.86
    
    
    
    2.77
    
    
    
    2.54Net earnings
    
    
    
    
    
    
    $
    3.07
    
    
    $
    3.35
    
    
    $
    3.01Net earnings per Common Unit  Diluted:Net earnings before discontinued operations
    
    
    
    
    
    
    $
    0.21
    
    
    $
    0.58
    
    
    $
    0.47Discontinued operations, net
    
    
    
    
    
    
    
    2.82
    
    
    
    2.75
    
    
    
    2.53Net earnings
    
    
    
    
    
    
    $
    3.03
    
    
    $
    3.33
    
    
    $
    3.00Distributions paid per Common Unit
    
    
    
    
    
    
    $
    0.9050
    
    
    $
    1.74
    
    
    $
    1.73
  86




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##### Table of Contents



ARCHSTONE
 
 CONSOLIDATED STATEMENTS OF UNITHOLDERS EQUITY, OTHER COMMON
UNITHOLDERS INTEREST, PREFERRED UNITS AND COMPREHENSIVE INCOME (LOSS)
Years Ended December 31, 2007, 2006 and 2005
(In thousands)
 PerpetualPreferredUnits at
    
    
    
    
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    OtherAggregate
    
    
    Common
    
    
    
    
    
    
    Other
    
    
    Total
    
    
    Common
    
    
    Series OLiquidation
    
    
    Unitholders
    
    
    Retained
    
    
    Comprehensive
    
    
    Unitholders
    
    
    Unitholders
    
    
    PreferredPreference
    
    
    Equity
    
    
    Deficit
    
    

Earnings (Loss)
    
    
    Equity
    
    
    Interest
    
    
    Units
    
    
    TotalBalances 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
    
    
    
    
    
    
    $
    5,768,790Comprehensive income:Net earnings
    
    
    
    
    
    
    727,434
    
    
    
    
    
    
    
    
    
    
    
    727,434
    
    
    
    107,641
    
    
    
    
    
    
    
    835,075Change in fair value of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,058
    
    
    
    1,058
    
    
    
    
    
    
    
    
    
    
    
    1,058Change in fair value of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,638
    
    
    
    1,638
    
    
    
    
    
    
    
    
    
    
    
    1,638Foreign currency exchange translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,544
    
    
    
    2,544
    
    
    
    
    
    
    
    
    
    
    
    2,544Comprehensive income attributable to Common Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    840,315Preferred Unit distribution
    
    
    
    
    
    
    (3,829
    )
    
    
    
    
    
    
    
    
    
    
    (3,829
    )
    
    
    
    
    
    
    
    
    
    
    (3,829
    )Common Unit distributions
    
    
    
    
    
    
    (377,513
    )
    
    
    
    
    
    
    
    
    
    
    (377,513
    )
    
    
    (55,079
    )
    
    
    
    
    
    
    (432,592
    )A-1 Common Units converted into A-2 Common Units
    
    
    
    
    
    
    143,404
    
    
    
    
    
    
    
    
    
    
    
    143,404
    
    
    
    (143,404
    )
    
    
    
    
    
    
    Issuance of Common Units under Dividend Reinvestment Plan
    
    
    
    
    
    
    27,100
    
    
    
    
    
    
    
    
    
    
    
    27,100
    
    
    
    
    
    
    
    
    
    
    
    27,100Exercise of Options
    
    
    
    
    
    
    27,716
    
    
    
    
    
    
    
    
    
    
    
    27,716
    
    
    
    
    
    
    
    
    
    
    
    27,716Issuance of A-1 Common Units in exchange for real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81,401
    
    
    
    
    
    
    
    81,401Accrual of equity-classified awards under Compensation Plans
    
    
    
    
    
    
    10,681
    
    
    
    
    
    
    
    
    
    
    
    10,681
    
    
    
    
    
    
    
    
    
    
    
    10,681Adjustment to redemption value
    
    
    
    
    
    
    (306,967
    )
    
    
    
    
    
    
    
    
    
    
    (306,967
    )
    
    
    306,967
    
    
    
    
    
    
    
    Other, net
    
    
    
    
    
    
    (17,244
    )
    
    
    
    
    
    
    
    
    
    
    (17,244
    )
    
    
    
    
    
    
    
    
    
    
    (17,244
    )Balances at December 31, 2006
    
    $
    50,000
    
    
    $
    4,530,801
    
    
    
    
    
    
    $
    3,520
    
    
    $
    4,584,321
    
    
    $
    1,718,017
    
    
    
    
    
    
    $
    6,302,338Comprehensive income:Net earnings
    
    
    
    
    
    
    686,371
    
    
    
    
    
    
    
    
    
    
    
    686,371
    
    
    
    84,346
    
    
    
    
    
    
    
    770,717Change in fair value of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60
    )
    
    
    (60
    )
    
    
    
    
    
    
    
    
    
    
    (60
    )Reclassification adjustment for realized net gains on
marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,794
    )
    
    
    (1,794
    )
    
    
    
    
    
    
    
    
    
    
    (1,794
    )Change in fair value of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14
    )
    
    
    (14
    )
    
    
    
    
    
    
    
    
    
    
    (14
    )Foreign currency exchange translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,263
    
    
    
    8,263
    
    
    
    
    
    
    
    
    
    
    
    8,263Comprehensive income attributable to Common Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    777,112Preferred Unit distribution
    
    
    
    
    
    
    (2,917
    )
    
    
    
    
    
    
    
    
    
    
    (2,917
    )
    
    
    
    
    
    
    
    
    
    
    (2,917
    )Common Unit distributions
    
    
    
    
    
    
    (202,471
    )
    
    
    
    
    
    
    
    
    
    
    (202,471
    )
    
    
    (25,397
    )
    
    
    
    
    
    
    (227,868
    )A-1 Common Units converted into A-2 Common Units
    
    
    
    
    
    
    55,378
    
    
    
    
    
    
    
    
    
    
    
    55,378
    
    
    
    (55,378
    )
    
    
    
    
    
    
    Issuance of Common Units under Dividend Reinvestment Plan
    
    
    
    
    
    
    20,493
    
    
    
    
    
    
    
    
    
    
    
    20,493
    
    
    
    
    
    
    
    
    
    
    
    20,493Exercise of Options
    
    
    
    
    
    
    11,489
    
    
    
    
    
    
    
    
    
    
    
    11,489
    
    
    
    
    
    
    
    
    
    
    
    11,489Issuance of A-1 Common Units in exchange for real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,067
    
    
    
    
    
    
    
    1,067Accrual of equity-classified awards under Compensation Plans
    
    
    
    
    
    
    7,882
    
    
    
    
    
    
    
    
    
    
    
    7,882
    
    
    
    
    
    
    
    
    
    
    
    7,882Adjustment to redemption value
    
    
    
    
    
    
    69,810
    
    
    
    
    
    
    
    
    
    
    
    69,810
    
    
    
    (69,810
    )
    
    
    
    
    
    
    Common Unit Redemptions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,416,901
    )
    
    
    
    
    
    
    (1,416,901
    )Other, net
    
    
    
    
    
    
    9,612
    
    
    
    
    
    
    
    
    
    
    
    9,612
    
    
    
    
    
    
    
    
    
    
    
    9,612Balances at October 4, 2007
    
    $
    50,000
    
    
    $
    5,186,448
    
    
    
    
    
    
    $
    9,915
    
    
    $
    5,246,363
    
    
    $
    235,944
    
    
    
    
    
    
    $
    5,482,307Reclassification in connection with the Merger
    
    
    
    
    
    
    (2,551,392
    )
    
    
    
    
    
    
    (9,915
    )
    
    
    (2,561,307
    )
    
    
    (235,944
    )
    
    
    235,944
    
    
    
    (2,561,307
    )Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    (408,018
    )
    
    
    
    
    
    
    (408,018
    )
    
    
    
    
    
    
    
    
    
    
    (408,018
    )Foreign currency exchange translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,906
    
    
    
    5,906
    
    
    
    
    
    
    
    
    
    
    
    5,906Comprehensive (loss) attributable to Common Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (402,112
    )Balances at December 31, 2007
    
    $
    50,000
    
    
    $
    2,635,056
    
    
    $
    (408,018
    )
    
    $
    5,906
    
    
    $
    2,282,944
    
    
    $
    
    
    
    $
    235,944
    
    
    $
    2,518,888
  87




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##### Table of Contents



ARCHSTONE
 
 CONSOLIDATED
AND COMBINED STATEMENTS OF CASH FLOWS
(In thousands)
 CombinedSuccessor andPredecessor
    
    
    
    PredecessorYear Ended
    
    
    
    Year Ended
    
    
    Year EndedDecember
    
    
    
    December
    
    
    December31, 2007
    
    
    
    31, 2006
    
    
    31, 2005Operating activities:Net earnings
    
    $
    362,699
    
    
    
    $
    835,075
    
    
    $
    701,504Adjustments to reconcile net earnings to net cash flow provided
by operating activities:Depreciation and amortization
    
    
    389,759
    
    
    
    
    302,495
    
    
    
    252,174Gains on dispositions of depreciated real estate
    
    
    (647,208
    )
    
    
    
    (602,915
    )
    
    
    (524,684
    )Gains on sale of marketable equity securities
    
    
    (1,867
    )
    
    
    
    (1,673
    )
    
    
    (27,948
    )Provisions for possible loss on investments
    
    
    7,490
    
    
    
    
    4,328
    
    
    
    9,803Gains on sale of International Fund shares
    
    
    (13,145
    )
    
    
    
    
    
    
    
    Foreign currency gains on International investments
    
    
    (15,221
    )
    
    
    
    
    
    
    
    Unrealized losses on derivatives
    
    
    130,176
    
    
    
    
    
    
    
    
    Equity in earnings from unconsolidated entities
    
    
    16,168
    
    
    
    
    (6,118
    )
    
    
    6,605Interest accrued on Mezzanine loans
    
    
    (4,587
    )
    
    
    
    (9,781
    )
    
    
    (5,224
    )Change in other assets
    
    
    (199,624
    )
    
    
    
    (14,786
    )
    
    
    7,132Change in accounts payable, accrued expenses and other liabilities
    
    
    368,652
    
    
    
    
    49,067
    
    
    
    7,663Other, net
    
    
    18,063
    
    
    
    
    (18,264
    )
    
    
    (13,006
    )Net cash flow provided by operating activities
    
    
    411,355
    
    
    
    
    537,428
    
    
    
    414,019Investing activities:Real estate investments, net
    
    
    (2,318,291
    )
    
    
    
    (2,216,598
    )
    
    
    (2,016,573
    )Purchase of DeWAG net of cash acquired of $20,364
    
    
    
    
    
    
    
    (252,428
    )
    
    
    Change in investments in unconsolidated entities, net
    
    
    (43,464
    )
    
    
    
    (76,366
    )
    
    
    (10,991
    )Proceeds from disposal of International Fund shares
    
    
    98,857
    
    
    
    
    
    
    
    
    Change in investment in International Fund
    
    
    72,124
    
    
    
    
    
    
    
    
    Proceeds from dispositions
    
    
    1,995,941
    
    
    
    
    1,888,341
    
    
    
    1,538,839Change in restricted cash
    
    
    198,236
    
    
    
    
    175,962
    
    
    
    (375,179
    )Change in notes receivable, net
    
    
    (44,051
    )
    
    
    
    (82,414
    )
    
    
    (98,909
    )Proceeds from notes receivable
    
    
    89,300
    
    
    
    
    46,081
    
    
    
    36,654Other, net
    
    
    (33,995
    )
    
    
    
    11,158
    
    
    
    (38,462
    )Net cash flow provided by (used in) investing activities
    
    
    14,657
    
    
    
    
    (506,264
    )
    
    
    (964,621
    )Financing activities:Proceeds from Long-Term Unsecured Debt
    
    
    5,204,448
    
    
    
    
    859,385
    
    
    
    695,724Payments on Long-Term Unsecured Debt
    
    
    (3,552,067
    )
    
    
    
    (51,250
    )
    
    
    (251,250
    )Principal repayment of mortgages payable, including prepayment
penalties
    
    
    (1,380,231
    )
    
    
    
    (324,700
    )
    
    
    (500,963
    )Regularly scheduled principal payments on mortgages payable
    
    
    (11,058
    )
    
    
    
    (12,949
    )
    
    
    (15,067
    )Proceeds from Unsecured Loans  International
    
    
    142,657
    
    
    
    
    272,792
    
    
    
    Principal repayments on Unsecured Loans  International
    
    
    (378,428
    )
    
    
    
    (37,021
    )
    
    
    Proceeds from mortgage notes payable
    
    
    9,832,621
    
    
    
    
    
    
    
    
    33,807Proceeds from (payments on) unsecured credit facilities, net
    
    
    80,914
    
    
    
    
    (309,855
    )
    
    
    375,578Change in amounts due from affiliated entities
    
    
    1,191,706
    
    
    
    
    
    
    
    
    Change in interest receivable from funds in escrow
    
    
    (9,467
    )
    
    
    
    
    
    
    
    Change in restricted cash
    
    
    (486,949
    )
    
    
    
    
    
    
    
    Proceeds from issuance of A-2 Common Units, net
    
    
    
    
    
    
    
    
    
    
    
    491,398Proceeds from Common Units issued under DRIP and employee stock
options
    
    
    29,933
    
    
    
    
    57,773
    
    
    
    41,566Repurchase of Common Units and Preferred Units
    
    
    (14,949,328
    )
    
    
    
    
    
    
    
    (56,495
    )Repurchase of Series E and F Perpetual Preferred Units
    
    
    
    
    
    
    
    
    
    
    
    (19,522
    )Cash distributions paid on Common Units
    
    
    (227,868
    )
    
    
    
    (432,592
    )
    
    
    (417,267
    )Cash distributions paid on Preferred Units
    
    
    (2,916
    )
    
    
    
    (3,829
    )
    
    
    (4,572
    )Equity Contribution
    
    
    4,886,552
    
    
    
    
    
    
    
    
    Transaction costs related to the Merger
    
    
    (697,040
    )
    
    
    
    
    
    
    
    Termination of the Long Term Incentive Plan in connection with
the Merger
    
    
    (134,626
    )
    
    
    
    
    
    
    
    Other, net
    
    
    8,902
    
    
    
    
    (13,901
    )
    
    
    (11,952
    )Net cash
flow provided by (used in) financing activities
    
    
    (452,245
    )
    
    
    
    3,853
    
    
    
    360,985Net change in cash and cash equivalents
    
    
    (26,233
    )
    
    
    
    35,017
    
    
    
    (189,617
    )Cash and cash equivalents at beginning of period
    
    
    48,655
    
    
    
    
    13,638
    
    
    
    203,255Cash and cash equivalents at end of period
    
    $
    22,422
    
    
    
    $
    48,655
    
    
    $
    13,638
   88




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##### Table of Contents



ARCHSTONENOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007, 2006 and 2005
(The glossary included in this Annual Report is hereby incorporated by reference)
 (1) Description of Business and Summary of Significant Accounting Policies
 Business
  Consummation of Merger
      89




---



##### Table of Contents



Fair Value Attributable toAggregate Fair Value
    
    
    Affiliates
    
    
    SuccessorReal estate
    
    $
    18,662,371
    
    
    $
    3,641,083
    
    
    $
    15,021,288Investment in
unconsolidated entities
    
    
    1,018,725
    
    
    
    550,399
    
    
    
    468,326Lease and other intangibles
    
    
    594,306
    
    
    
    91,439
    
    
    
    502,867Other assets
    
    
    1,840,255
    
    
    
    116,021
    
    
    
    1,724,234Intercompany assets
(liabilities)
    
    
    
    
    
    
    (12,873
    )
    
    
    12,873Total assets
    
    $
    22,115,657
    
    
    $
    4,386,069
    
    
    $
    17,729,588Debt
    
    $
    16,108,709
    
    
    $
    2,013,815
    
    
    $
    14,094,894Other liabilities
    
    
    834,452
    
    
    
    120,757
    
    
    
    713,695Other Preferred Units
    
    
    285,944
    
    
    
    
    
    
    
    285,944Net assets at fair value
    
    $
    4,886,552
    
    
    $
    2,251,497
    
    
    $
    2,635,055
  Principles of Consolidation
  Business Combinations
  Use of Estimates
  Discontinued Operations
 Accounting for Impairment or Disposal of
Long-Lived Assets,
 90




---



##### Table of Contents



Cash and Cash Equivalents
  Restricted Cash
   Marketable Securities and Other Investments
   Real Estate and Depreciation
    91




---



##### Table of Contents



Building and related land improvements
    
    15-40 yearsFurniture, fixtures, equipment and other
    
    3-10 yearsIntangible value of retail and commercial lease agreements
    
    1-20 yearsIntangible value of residential lease agreements
    
    6-48 months
 Interest
   Cost of Raising Capital
 Debtors Accounting for a Modification or Exchange of Debt
Instruments
 Moisture Infiltration and Mold Remediation Costs
  92




---



##### Table of Contents



Intangibles
   WeightedGross Carrying
    
    Accumulated
    
    Average Useful LifeAmount
    
    Amortization
    
    (in years)In-place leases
    
    $
    261,387
    
    
    $
    87,396
    
    
    
    0.8Above-market leases
    
    
    2,269
    
    
    
    169
    
    
    
    5.0Non-compete agreements
    
    
    15,600
    
    
    
    557
    
    
    
    7.0Ground lease intangibles
    
    
    199,971
    
    
    
    1,134
    
    
    
    46.0Total intangible assets
    
    $
    479,227
    
    
    $
    89,256Below-market leases
    
    $
    30,771
    
    
    $
    735
    
    
    
    14.0Total intangible liabilities
    
    $
    30,771
    
    
    $
    735
 Estimated
net amortization for the year ending2008
    
    $
    178,7292009
    
    $
    4,7392010
    
    $
    4,7392011
    
    $
    4,7392012
    
    $
    4,739
   Insurance Recoveries
  Derivative Financial Instruments
 Amendment of
Statement 133 on Derivative Instruments and Hedging Activities
 93




---



##### Table of Contents



Revenue and Gain Recognition
  Accounting for Leases
  Rental Expenses
  Legal Fees
  94




---



##### Table of Contents



Foreign Currency Translation
  Stock-Based Compensation
 Share-Based Payment
 Income Taxes
     95




---



##### Table of Contents



Unrecognized Tax Benefits:Balance at January 1, 2007
    
    $
    2,021Current period interest
    
    
    111Balance at October 4, 2007
    
    
    2,132October 5, 2007 Merger-related restructuring
    
    
    (2,132
    )Balance at December 31, 2007
    
    $
    0
 Comprehensive Income
 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 hedges
    
    
    
    
    
    
    4,211
    
    
    
    
    
    
    
    4,211Change in fair value of marketable securities
    
    
    865
    
    
    
    
    
    
    
    
    
    
    
    865Reclassification adjustments for realized net gains
    
    
    (2,079
    )
    
    
    
    
    
    
    
    
    
    
    (2,079
    )Foreign currency exchange translation
    
    
    
    
    
    
    
    
    
    
    (292
    )
    
    
    (292
    )Balance at December 31, 2005
    
    $
    184
    
    
    $
    (1,612
    )
    
    $
    (292
    )
    
    $
    (1,720
    )Change in fair value of hedges
    
    
    
    
    
    
    1,058
    
    
    
    
    
    
    
    1,058Change in fair value of marketable securities
    
    
    1,638
    
    
    
    
    
    
    
    
    
    
    
    1,638Foreign currency exchange translation
    
    
    
    
    
    
    
    
    
    
    2,544
    
    
    
    2,544Balance at December 31, 2006
    
    $
    1,822
    
    
    $
    (554
    )
    
    $
    2,252
    
    
    $
    3,520Change in fair value of hedges
    
    
    
    
    
    
    (60
    )
    
    
    
    
    
    
    (60
    )Change in fair value of marketable securities
    
    
    (14
    )
    
    
    
    
    
    
    
    
    
    
    (14
    )Reclassification adjustments for realized net gains
    
    
    (1,794
    )
    
    
    
    
    
    
    
    
    
    
    (1,794
    )Foreign currency exchange translation
    
    
    
    
    
    
    
    
    
    
    8,263
    
    
    
    8,263Balance at October 4, 2007
    
    
    14
    
    
    
    (614
    )
    
    
    10,515
    
    
    
    9,915Reclassification in connection with the Merger
    
    
    (14
    )
    
    
    614
    
    
    
    (10,515
    )
    
    
    (9,915
    )Foreign currency exchange translation
    
    
    
    
    
    
    
    
    
    
    5,906
    
    
    
    5,906Balance at December 31, 2007
    
    $
    
    
    
    $
    
    
    
    $
    5,906
    
    
    $
    5,906
 96




---



##### Table of Contents



Per Unit Data
  PredecessorPeriod fromJanuary 1, 2007through
    
    
    Year EndedOctober 4,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Reconciliation of numerator between basic and diluted net
earnings per Common Unit(1):Net earnings (loss) attributable to Common Units  Basic
    
    $
    767,800
    
    
    $
    831,246
    
    
    $
    696,932Interest on Convertible Debt
    
    
    20,216
    
    
    
    11,139
    
    
    
    Net earnings (loss) attributable to Common Units  Diluted
    
    $
    788,016
    
    
    $
    842,385
    
    
    $
    696,932Reconciliation of denominator between basic and diluted net
earnings per Common Unit(1):Weighted average number of Common Units outstanding  Basic
    
    
    250,223
    
    
    
    248,314
    
    
    
    231,642Assumed conversion of Convertible Debt into Common Units
    
    
    9,039
    
    
    
    4,210
    
    
    
    Incremental options
    
    
    764
    
    
    
    784
    
    
    
    966Weighted average number of Common Units outstanding  Diluted
    
    
    260,026
    
    
    
    253,308
    
    
    
    232,608
 (1)
    
    Excludes the impact of potentially dilutive equity securities during periods in which they
are anti-dilutive.
 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
 Fair Value Measurements.
 97




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The Fair Value Option for Financial Assets
and Financial Liabilities,
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB
No. 51
 98




---



##### Table of Contents



(2) Real Estate
 Investments in Real Estate
  Successor
    
    
    
    Predecessor2007
    
    
    
    2006Investment(1)
    
    
    Units(2)
    
    
    
    Investment
    
    
    Units(2)Apartment Communities:Operating communities
    
    $
    14,661,418
    
    
    
    44,008
    
    
    
    $
    11,208,052
    
    
    
    60,839Communities under construction
    
    
    206,070
    
    
    
    426
    
    
    
    
    406,881
    
    
    
    2,150Development communities In Planning(3)
    
    
    57,335
    
    
    
    1,325
    
    
    
    
    75,538
    
    
    
    1,841Total apartment communities
    
    
    14,924,823
    
    
    
    45,759
    
    
    
    
    11,690,471
    
    
    
    64,830Ameriton(3)
    
    
    
    
    
    
    
    
    
    
    
    585,524
    
    
    
    8,144International
    
    
    53,458
    
    
    
    807
    
    
    
    
    851,593
    
    
    
    8,334Other real estate assets(4)
    
    
    90,791
    
    
    
    
    
    
    
    
    60,052
    
    
    
    Total real estate
    
    $
    15,069,072
    
    
    
    46,566
    
    
    
    $
    13,187,640
    
    
    
    81,308
 
 (1)
    
    Successor real estate cost was adjusted to fair value in connection with the Merger.(2)
    
    Unit information is based on managements estimates and has not been audited by our
Independent Registered Public Accounting Firm.(3)
    
    Includes development communities In Planning  Owned and In Planning  Under Control. Our
investment as of December 31, 2007 and December 31, 2006 for development communities In
Planning  Under Control was $0.5 million and $7.6 million, respectively, and is reflected in
the Other assets caption of our Consolidated Balance Sheets. Ameriton was dissolved in
connection with the Merger.(4)
    
    Includes land that is not In Planning and other real estate assets. Capital Expenditures
     99




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##### Table of Contents



Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006Balance at beginning of period(1)
    
    $
    15,021,288
    
    
    
    $
    13,187,640
    
    
    $
    11,359,264Acquisition-related expenditures
    
    
    226,133
    
    
    
    
    1,419,633
    
    
    
    2,530,459Redevelopment expenditures
    
    
    20,494
    
    
    
    
    37,328
    
    
    
    57,414Recurring capital expenditures
    
    
    9,765
    
    
    
    
    30,340
    
    
    
    46,354Development expenditures, excluding initial
acquisition costs
    
    
    16,038
    
    
    
    
    348,844
    
    
    
    388,502Acquisition and improvement of land for development
    
    
    
    
    
    
    
    213,708
    
    
    
    209,916International Fund Formation
    
    
    
    
    
    
    
    (1,034,524
    )
    
    
    Dispositions
    
    
    (226,903
    )
    
    
    
    (1,195,068
    )
    
    
    (1,403,858
    )Provision for possible loss on investment
    
    
    
    
    
    
    
    (7,490
    )
    
    
    (4,328
    )Change in estimated hurricane retirements
    
    
    
    
    
    
    
    
    
    
    
    4,496Other
    
    
    2,257
    
    
    
    
    820
    
    
    
    7,987Net apartment community activity
    
    
    47,784
    
    
    
    
    (186,409
    )
    
    
    1,836,942Change in other real estate assets
    
    
    
    
    
    
    
    (42,733
    )
    
    
    (8,566
    )Balance at end of period
    
    $
    15,069,072
    
    
    
    $
    12,958,498
    
    
    $
    13,187,640
 
 (1)
    
    The beginning balance of the period October 5, 2007 through December 31, 2007 includes a
fair value adjustment of $5.8 billion in connection with the
Merger, net of distributions to affiliates of
$3.6 billion.  (3) DeWAG Acquisition and International Fund Formation
    100




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##### Table of Contents



Balance at December 31, 2006
    
    $
    35,450Purchase accounting and fund formation adjustments
    
    
    6,131Change in foreign currency translation
    
    
    3,661Balance at October 4, 2007
    
    
    45,242Merger adjustment
    
    
    (45,242
    )Balance at December 31, 2007
    
    $
    0
 (4) Oakwood Asset Acquisition
   (5) Discontinued Operations
   101




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##### Table of Contents



Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005Rental revenue
    
    $
    10,795
    
    
    
    $
    275,973
    
    
    $
    513,218
    
    
    $
    559,584Rental expenses
    
    
    (1,719
    )
    
    
    
    (66,326
    )
    
    
    (129,685
    )
    
    
    (150,604
    )Real estate taxes
    
    
    (904
    )
    
    
    
    (23,216
    )
    
    
    (48,857
    )
    
    
    (58,725
    )Depreciation on real estate investments
    
    
    (3,171
    )
    
    
    
    (49,862
    )
    
    
    (111,032
    )
    
    
    (122,791
    )Interest expense(1)
    
    
    (10,118
    )
    
    
    
    (62,949
    )
    
    
    (114,595
    )
    
    
    (141,600
    )Income taxes from taxable REIT subsidiaries(3)
    
    
    
    
    
    
    
    (1,126
    )
    
    
    (5,982
    )
    
    
    (11,556
    )Provision for possible loss on real estate investment
    
    
    
    
    
    
    
    
    
    
    
    (4,328
    )
    
    
    (1,500
    )Debt extinguishment costs related to dispositions
    
    
    (2,694
    )
    
    
    
    (2,536
    )
    
    
    (9,505
    )
    
    
    (5,847
    )Gain from the disposition of REIT real estate investments, net
    
    
    
    
    
    
    
    629,444
    
    
    
    548,187
    
    
    
    448,358Internal Disposition Costs  REIT transactions(2)
    
    
    
    
    
    
    
    (1,462
    )
    
    
    (1,860
    )
    
    
    (1,672
    )Gain from the dispositions of taxable REIT subsidiary real
estate investments, net
    
    
    (5
    )
    
    
    
    17,769
    
    
    
    54,728
    
    
    
    76,326Internal Disposition Costs  Taxable REIT subsidiary
transactions(2)(3)
    
    
    
    
    
    
    
    (878
    )
    
    
    (3,483
    )
    
    
    (1,078
    )Total discontinued operations
    
    $
    (7,816
    )
    
    
    $
    714,831
    
    
    $
    686,806
    
    
    $
    588,895
 
 (1)
    
    Interest expense included in discontinued operations is allocated to properties based on each
assets cost in relation to the companys leverage ratio and the average effective interest
rate for each respective period.(2)
    
    Represents the direct and incremental compensation and related costs associated with the
employees dedicated to our significant disposition activity.(3)
    
    Taxable REIT subsidiaries were liquidated in connection with the Merger.  Accounting for the Impairment or Disposal of Long-Lived Assets
  (6) Investments in and Advances to Unconsolidated Entities
 Real Estate Joint Ventures
 Accounting for Investments in Real Estate Ventures,
 102




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Summary Financial Information
  Successor
    
    
    
    Predecessor2007
    
    
    
    2006Assets:Real estate
    
    $
    1,441,721
    
    
    
    $
    1,530,659Other assets
    
    
    244,018
    
    
    
    
    213,569Total assets
    
    $
    1,685,739
    
    
    
    $
    1,744,228Liabilities and owners equity:Inter-company debt payable to Archstone
    
    $
    
    
    
    
    $
    1,519Mortgages payable(1)
    
    
    1,124,603
    
    
    
    
    1,063,451Other liabilities
    
    
    131,676
    
    
    
    
    126,048Total liabilities
    
    
    1,256,279
    
    
    
    
    1,191,018Owners equity
    
    
    429,460
    
    
    
    
    553,210Total liabilities and owners equity
    
    $
    1,685,739
    
    
    
    $
    1,744,228
 
 (1)
    
    Archstone guarantees $294.3 million of the outstanding debt balance as of December 31, 2007
and is committed to guarantee another $34.0 million upon funding of additional debt.  Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005Archstone joint venture revenues
    
    $
    4,670
    
    
    
    $
    121,580
    
    
    $
    132,671
    
    
    $
    128,844Net earnings (loss)(1)
    
    
    (4,247
    )
    
    
    
    1,951
    
    
    
    69,341
    
    
    
    57,141Ameriton joint venture revenues
    
    $
    
    
    
    
    $
    584
    
    
    $
    340
    
    
    $
    4,080Net earnings(2)
    
    
    
    
    
    
    
    3,626
    
    
    
    17,790
    
    
    
    12,507International Fund revenues
    
    
    20,462
    
    
    
    
    20,640
    
    
    
    
    
    
    
    Net loss(3)
    
    
    (12,225
    )
    
    
    
    (10,373
    )
    
    
    
    
    
    
    Total revenues
    
    $
    25,132
    
    
    
    $
    142,804
    
    
    $
    133,011
    
    
    $
    132,924Net earnings (loss)
    
    $
    (16,472
    )
    
    
    $
    (4,796
    )
    
    $
    87,131
    
    
    $
    69,648
 
 (1)
    
    Includes gains associated with dispositions aggregating $4.2 million, $4.0 million, $68.4
million and $31.6 million during the periods January 1, 2007 through October 4, 2007, October
5, 2007 through December 31, 2007, and years ended 2006 and 2005, respectively.(2)
    
    Includes pre-tax gains associated with the disposition of real estate joint venture assets.
These gains totaled $4.0 million, $0.0 million, $19.8 million and $14.2 million during the
periods January 1, 2007 through October 4, 2007, October 5, 2007 through December 31, 2007,
and years ended 2006 and 2005, respectively.(3)
    
    The International Fund was formed at the end of June 2007 and the related earnings/(loss) for
periods prior to formation are therefore incorporated into our consolidated results.  103




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(7) Mortgage and Other Notes Receivable
  Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006Balance at beginning of period
    
    $
    89,213
    
    
    
    $
    123,261
    
    
    $
    74,396Funding of additional notes
    
    
    32,862
    
    
    
    
    13,097
    
    
    
    85,165Accrued interest
    
    
    2,254
    
    
    
    
    5,153
    
    
    
    9,781Repayments and sales of notes
    
    
    (39,822
    )
    
    
    
    (52,298
    )
    
    
    (46,081
    )Balance at end of period
    
    $
    84,507
    
    
    
    $
    89,213
    
    
    $
    123,261
  (8) Borrowings
 Master Credit Facility
  104




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105




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##### Table of Contents



Successor
    
    
    AverageNominal
    
    
    Balance at
    
    
    RemainingType of Debt
    
    Interest Rate(3)
    
    
    December 31, 2007
    
    
    Life (Years)Term loans(1)(2)
    
    
    8.18
    %
    
    $
    4,591,822
    
    
    
    4.42Revolving credit facility(2)
    
    
    7.95
    %
    
    
    60,000
    
    
    
    3.76Total/average
    
    
    8.18
    %
    
    $
    4,651,822
    
    
    
    4.41
 
 (1)
    
    Includes Tranche A and Tranche B of the Master Credit Facility. The interest rates
for both instruments are described above.(2)
    
    The interest rates for these instruments are described above.(3)
    
    The effective interest rates for the term loans and revolving credit
facility are 8.42% and 28.31%, respectively, which includes the effect of loan cost amortization and other ongoing fees and expenses,
where applicable. The effective interest rate on the revolving
credit facility is high due primarily to the fees on the unfunded commitment. The higher
the average outstanding drawn balance, the lower the effective interest. Property Mortgages
   106




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Scheduled
Debt Maturities).
 Successor
    
    
    
    PredecessorOutstanding
    
    
    
    
    
    
    
    OutstandingBalance at
    
    
    Effective
    
    
    
    Balance at
    
    
    EffectiveDecember 31,
    
    
    Interest
    
    
    
    December 31,
    
    
    Interest2007
    
    
    Rate(1)
    
    
    
    2006(2)
    
    
    Rate(3)Secured floating rate debt:Tax-exempt debt
    
    $
    363,042
    
    
    
    4.8
    %
    
    
    $
    935,536
    
    
    
    4.9
    %Fannie Facility debt
    
    
    1,210,542
    
    
    
    7.8
    %
    
    
    
    
    
    
    
    N/AFannie Mae Mezzanine debt
    
    
    742,490
    
    
    
    8.5
    %
    
    
    
    
    
    
    
    N/AFreddie Facility debt
    
    
    846,908
    
    
    
    6.4
    %
    
    
    
    
    
    
    
    N/AFreddie Mac Mezzanine debt
    
    
    135,441
    
    
    
    8.6
    %
    
    
    
    
    
    
    
    N/AConventional mortgages
    
    
    52,929
    
    
    
    4.4
    %
    
    
    
    167,020
    
    
    
    4.6
    %Other secured debt
    
    
    76,000
    
    
    
    8.0
    %
    
    
    
    
    
    
    
    N/ATotal Floating
    
    
    3,427,352
    
    
    
    7.3
    %
    
    
    
    1,102,556
    
    
    
    4.9
    %Secured fixed rate debt:Tax-exempt debt
    
    
    49,600
    
    
    
    5.6
    %
    
    
    
    3,086
    
    
    
    6.4
    %Fannie Facility debt
    
    
    5,733,242
    
    
    
    6.5
    %
    
    
    
    
    
    
    
    N/AConventional mortgages
    
    
    
    
    
    
    N/A
    
    
    
    
    1,651,650
    
    
    
    5.8
    %Other secured debt
    
    
    2,454
    
    
    
    3.6
    %
    
    
    
    18,942
    
    
    
    3.2
    %Total Fixed
    
    
    5,785,296
    
    
    
    6.5
    %
    
    
    
    1,673,678
    
    
    
    5.8
    %Total debt outstanding at end of period
    
    $
    9,212,648
    
    
    
    6.8
    %
    
    
    $
    2,776,234
    
    
    
    5.4
    %
 
 (1)
    
    Includes the effect of credit enhancement fees, debt issuance costs, and other related costs,
where applicable.(2)
    
    Includes the unamortized fair market value adjustment associated with assumption of fixed
rate mortgages in connection with real estate acquisitions. The unamortized balance aggregated
$43.9 million at December 31, 2006, and was eliminated in connection with the application of purchase accounting for the Merger.(3)
    
    Includes the effect of cash flow and fair value hedges, credit enhancement fees, the
amortization of fair market value purchase adjustment, and other related costs, where
applicable.  Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    throughDecember 31,
    
    
    
    October 4,2007
    
    
    
    2007
    
    
    2006Balance at
beginning of period (1)
    
    $
    1,931,858
    
    
    
    $
    2,776,234
    
    
    $
    2,393,652Proceeds from mortgage notes payable
    
    
    8,896,534
    
    
    
    
    
    
    
    
    Mortgage assumptions related to property acquisitions
    
    
    
    
    
    
    
    15,000
    
    
    
    728,484Regularly scheduled principal amortization
    
    
    (1,069
    )
    
    
    
    (10,760
    )
    
    
    (12,949
    )Prepayments,
final maturities and other (1)
    
    
    (1,614,675
    )
    
    
    
    (224,286
    )
    
    
    (332,953
    )International Fund formation (See Note 3)
    
    
    
    
    
    
    
    (624,330
    )
    
    
    Balance at end of period
    
    $
    9,212,648
    
    
    
    $
    1,931,858
    
    
    $
    2,776,234
 
 (1)
    
    The beginning balance for Successor includes approximately
$1.0 billion that was prepaid in connection with the Merger. Pre-Merger Debt
  107




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Scheduled Debt Maturities
  Term Loans & Revolver
    
    
    Property Mortgages PayableRegularly
    
    
    
    
    
    
    RegularlyScheduled
    
    
    Final
    
    
    Scheduled
    
    
    FinalPrincipal
    
    
    Maturities
    
    
    Principal
    
    
    MaturitiesAmortization
    
    
    and Other
    
    
    Amortization
    
    
    And Other
    
    
    Total2008
    
    $
    327,592
    
    
    $
    
    
    
    $
    3,608
    
    
    $
    
    
    
    $
    331,2002009
    
    
    350,000
    
    
    
    
    
    
    
    3,911
    
    
    
    1,516,647
    
    
    
    1,870,5582010
    
    
    300,000
    
    
    
    
    
    
    
    4,231
    
    
    
    135,441
    
    
    
    439,6722011
    
    
    
    
    
    
    660,230
    
    
    
    4,577
    
    
    
    
    
    
    
    664,8072012
    
    
    
    
    
    
    3,014,000
    
    
    
    4,953
    
    
    
    3,324,126
    
    
    
    6,343,079Thereafter(1)
    
    
    
    
    
    
    
    
    
    
    182,315
    
    
    
    4,032,839
    
    
    
    4,215,154Total
    
    $
    977,592
    
    
    $
    3,674,230
    
    
    $
    203,595
    
    
    $
    9,009,053
    
    
    $
    13,864,470
 
 (1)
    
    The average annual principal payments due from 2013 to 2040 are $150.5 million per year. Covenants
  (9) Distributions to Unitholders
  108




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Successor
    
    
    PredecessorPeriod from
    
    
    Period fromOctober 5, 2007
    
    
    January 1, 2007through
    
    
    throughDecember 31,
    
    
    October 4,2007
    
    
    2007
    
    2006
    
    2005Common Units and A-1 Units
    
    $
    
    
    
    
    $
    0.9050
    
    
    $
    1.74
    
    
    $
    1.73Series I Preferred Units(1)
    
    
    
    
    
    
    
    5,745.00
    
    
    
    7,660.00
    
    
    
    7,660.00Series O Preferred Units
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ASeries P Preferred Units(2)
    
    
    
    
    
    
    
    228.81
    
    
    
    457.62
    
    
    
    364.74Series Q-1 Preferred Units(3)
    
    
    
    
    
    
    
    10.08
    
    
    
    20.16
    
    
    
    3.54Series Q-2 Preferred Units(4)
    
    
    
    
    
    
    
    4.32
    
    
    
    8.64
    
    
    
    1.52
 
 (1)
    
    The Series I Preferred Units have a par value of $0.01.(2)
    
    The Series P Preferred Units replaced the Series M Preferred Units in connection with the
Merger.(3)
    
    The Series Q-1 Preferred Units replaced the Series N-1 Preferred Units in connection with the
Merger.(4)
    
    The Series Q-2 Preferred Units replaced the Series N-2 Preferred Units in connection with the
Merger. (10) Unitholders Equity
 Common Units
 Units of Beneficial Interest
   Number of Common Units
    
    Percentage of allName of Beneficial Owner
    
    Beneficially Owned
    
    Common UnitsSeries I Trust
    
    
    7,444,435
    
    
    
    18.81
    %Series II LLC
    
    
    25,202,745
    
    
    
    63.70
    %Series III LLC
    
    
    6,917,971
    
    
    
    17.49
    %TOTAL
    
    
    39,565,151
    
    
    
    100
    %
 Common Unit Repurchase and Issuances
  109




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Preferred Units
  Successor
    
    
    PredecessorCumulativeDividends in
    
    Annual
    
    Notional at
    
    
    Notional atRedemption
    
    Liquidation
    
    Arrears but
    
    Distribution
    
    December 31,
    
    
    December 31,Description
    
    Date(1)
    
    Value(2)
    
    not declared
    
    Rate Per Unit
    
    2007
    
    
    2006Series I Preferred
Units; 500 units
issued and
outstanding at
December 31, 2007
and 2006,
respectively(1)
    
    
    02/01/28
    
    
    
    51,915
    
    
    
    1,915
    
    
    
    7,660
    
    
    $
    50,000
    
    
    
    $
    50,000Series O Preferred
Units: 3,877,130
units issued and
outstanding at
December 31, 2007
    
    
    10/05/12
    
    
    
    239,229
    
    
    
    3,535
    
    
    
    3.65
    
    
    
    235,694
    
    
    
    
    0Series P Preferred
Unit; 1 unit issued
and outstanding at
December 31, 2007
and 2006,
respectively(3)
    
    
    N/A
    
    
    
    10.20
    
    
    
    0.2
    
    
    
    960.05
    
    
    $
    10
    
    
    
    $
    10Series Q-1
Preferred Unit; 300
units issued and
outstanding at
December 31, 2007
and 2006,
respectively(4)
    
    
    N/A
    
    
    
    123.2
    
    
    
    3.2
    
    
    
    42.27
    
    
    $
    120
    
    
    
    $
    120Series Q-2
Preferred Unit; 700
units issued and
outstanding at
December 31, 2007
and 2006,
respectively(5)
    
    
    N/A
    
    
    
    123.2
    
    
    
    3.2
    
    
    
    18.11
    
    
    $
    120
    
    
    
    $
    120
 
 (1)
    
    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.(2)
    
    Liquidation value includes cumulative dividends in arrears but not declared.(3)
    
    Series P Preferred Units replaced the Series M Preferred Units in connection with the Merger.(4)
    
    Series Q-1 Preferred Units replaced the Series N-1 Preferred Units in connection with the
Merger.(5)
    
    Series Q-2 Preferred Units replaced the Series N-2 Preferred Units in connection with the
Merger.  Series I Preferred Units
  Series O Preferred Units
  110




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##### Table of Contents



Series P Preferred Unit
  Series Q-1 and Q-2 Preferred Units
  (11) Benefit Plans and Implementation of SFAS 123R
   111




---



##### Table of Contents



Option Awards
    
    
    RSU AwardsWeighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average GrantOptions
    
    
    Exercise Price
    
    
    Units
    
    
    PriceBalance, December 31, 2005
    
    
    2,702,026
    
    
    $
    24.94
    
    
    
    948,735
    
    
    $
    27.77Granted
    
    
    426,977
    
    
    
    45.61
    
    
    
    310,855
    
    
    
    45.85Exercised/Settled
    
    
    1,249,089
    
    
    
    23.96
    
    
    
    296,215
    
    
    
    33.23Forfeited
    
    
    48,559
    
    
    
    35.86
    
    
    
    16,760
    
    
    
    34.31Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2006
    
    
    1,831,355
    
    
    $
    30.14
    
    
    
    946,615
    
    
    $
    31.82Granted
    
    
    392,119
    
    
    
    58.56
    
    
    
    187,176
    
    
    
    58.26Exercised/Settled
    
    
    329,222
    
    
    
    30.04
    
    
    
    138,780
    
    
    
    28.55Forfeited
    
    
    50,811
    
    
    
    46.75
    
    
    
    23,633
    
    
    
    48.61Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, October 4, 2007
    
    
    1,843,441
    
    
    $
    34.92
    
    
    
    971,378
    
    
    $
    36.99Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised/Settled
    
    
    1,843,441
    
    
    
    34.92
    
    
    
    971,378
    
    
    
    36.99Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2007
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
 Options
   Restricted Share Units
  Special Long Term Incentive Plan
  112




---



##### Table of Contents



Summary
  Dividend Equivalent Units
    401( k ) Plan
  113




---



##### Table of Contents



(12) Financial Instruments and Hedging Activities
 Fair Value of Financial Instruments
  Successor
    
    
    PredecessorBalance at December 31, 2007
    
    
    Balance at December 31, 2006Carrying
    
    Estimated
    
    
    Carrying
    
    EstimatedAmounts
    
    Fair Value
    
    
    Amounts
    
    Fair ValueMarketable equity securities
    
    $
    
    
    
    $
    
    
    
    
    $
    6,600
    
    
    $
    6,600Borrowings:Revolving credit facilities
    
    $
    60,000
    
    
    $
    58,292
    
    
    
    $
    84,723
    
    
    $
    84,723Term Loan  International
    
    
    
    
    
    
    
    
    
    
    
    235,771
    
    
    
    235,771Term Loan  Domestic
    
    
    4,591,822
    
    
    
    4,460,880
    
    
    
    
    
    
    
    
    Long-Term Unsecured Debt
    
    
    
    
    
    
    
    
    
    
    
    3,355,699
    
    
    
    3,436,902Property mortgages payable
    
    
    9,212,648
    
    
    
    9,213,192
    
    
    
    
    2,776,234
    
    
    
    2,801,342Interest rate contracts:Interest rate swaps
    
    $
    (155,096
    )
    
    $
    (155,096
    )
    
    
    $
    6,818
    
    
    $
    6,818Interest rate caps
    
    
    3,326
    
    
    
    3,326
    
    
    
    
    809
    
    
    
    809Forward contracts:Forward sale agreement
    
    $
    
    
    
    $
    
    
    
    
    $
    (313
    )
    
    $
    (313
    )Foreign currency forward
    
    
    
    
    
    
    
    
    
    
    
    (1,172
    )
    
    
    (1,172
    )Energy contracts:Electricity contracts
    
    $
    
    
    
    $
    
    
    
    
    $
    (8
    )
    
    $
    (8
    )Natural gas contracts
    
    
    
    
    
    
    
    
    
    
    
    (1,047
    )
    
    
    (1,047
    )
  Interest Rate Hedging Activities
  114




---



##### Table of Contents



Carrying andNotional
    
    
    Maturity
    
    
    EstimatedAmount
    
    
    Date Range
    
    
    Fair ValueCash flow hedges:Interest rate caps
    
    $
    3,033,498
    
    
    
    2008-2011
    
    
    $
    3,326Interest rate swaps
    
    
    4,001,155
    
    
    
    2010-2017
    
    
    
    (155,262
    )Total cash flow hedges
    
    $
    7,034,653
    
    
    
    2008-2017
    
    
    $
    (151,936
    )Fair value hedges:Total rate of return swaps
    
    
    49,600
    
    
    
    2011
    
    
    
    166Total hedges
    
    $
    7,084,253
    
    
    
    
    
    
    $
    (151,770
    )
 115




---



##### Table of Contents



Foreign Currency Hedging Activities
  Energy Contract Hedging Activities
  Equity Securities Hedging Activities
  (13) Selected Quarterly Financial Data (Unaudited)
  3/31(1)
    
    
    6/30(1)
    
    
    9/30(1)
    
    
    10/1 - 10/4(1)
    
    
    10/5 - 12/31(1)2007:Total revenues
    
    $
    218,660
    
    
    $
    228,679
    
    
    $
    229,967
    
    
    $
    12,855
    
    
    $
    255,271Earnings
(loss) from operations
    
    
    22,597
    
    
    
    11,889
    
    
    
    19,832
    
    
    
    (18,669
    )
    
    
    (268,062
    )Income (loss) from unconsolidated entities
    
    
    695
    
    
    
    307
    
    
    
    (4,542
    )
    
    
    (1,754
    )
    
    
    (7,680
    )Other non-operating income
    
    
    2,026
    
    
    
    (84
    )
    
    
    26,488
    
    
    
    (2,899
    )
    
    
    (124,460
    )Plus net earnings (loss) from discontinued operations
    
    
    299,609
    
    
    
    56,910
    
    
    
    357,261
    
    
    
    1,051
    
    
    
    (7,816
    )Less Preferred Unit distributions
    
    
    958
    
    
    
    958
    
    
    
    958
    
    
    
    43
    
    
    
    Net earnings (loss) attributable to Common Units  Basic
    
    $
    323,969
    
    
    $
    68,064
    
    
    $
    398,081
    
    
    $
    (22,314
    )
    
    $
    (408,018
    )Net earnings per Common Unit(2): Basic
    
    $
    1.30
    
    
    $
    0.27
    
    
    $
    1.59
    
    
    $
    (0.09
    )Diluted (loss)
    
    $
    1.27
    
    
    $
    0.27
    
    
    $
    1.56
    
    
    $
    (0.09
    )
 3/31(1)
    
    
    6/30(1)
    
    
    9/30(1)
    
    
    12/31(1)2006:Total revenues
    
    $
    164,389
    
    
    $
    171,918
    
    
    $
    208,916
    
    
    $
    214,602Earnings (loss) from operations
    
    
    21,219
    
    
    
    25,253
    
    
    
    34,862
    
    
    
    28,281Income from unconsolidated entities
    
    
    18,878
    
    
    
    10,518
    
    
    
    2,088
    
    
    
    4,832Other non-operating income
    
    
    176
    
    
    
    243
    
    
    
    1,718
    
    
    
    201Plus net earnings (loss) from discontinued operations
    
    
    103,619
    
    
    
    156,740
    
    
    
    111,443
    
    
    
    315,004Less Preferred Unit distributions
    
    
    958
    
    
    
    957
    
    
    
    957
    
    
    
    957Net earnings (loss) attributable to Common Units  Basic
    
    $
    142,934
    
    
    $
    191,797
    
    
    $
    149,154
    
    
    $
    347,361Net earnings (loss) per Common Unit(2): Basic
    
    $
    0.58
    
    
    $
    0.77
    
    
    $
    0.60
    
    
    $
    1.39Diluted
    
    $
    0.58
    
    
    $
    0.77
    
    
    $
    0.60
    
    
    $
    1.36
 
 (1)
    
    Net earnings from discontinued operations have been reclassified for all periods presented.(2)
    
    Due to the independent calculations of quarterly and annual earnings per unit and rounding,
the sum of the quarterly per unit amounts may not equal the year-to-date totals. 116




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##### Table of Contents



(14) Segment Data
   Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Years EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005Reportable apartment communities segment rental revenues:Same-Store:Garden communities
    
    $
    43,928
    
    
    
    $
    135,661
    
    
    $
    169,331
    
    
    $
    157,178High-Rise properties
    
    
    55,745
    
    
    
    
    174,218
    
    
    
    219,455
    
    
    
    206,406Non Same-Store:Garden communities
    
    
    61,472
    
    
    
    
    153,439
    
    
    
    137,110
    
    
    
    43,579High-Rise properties
    
    
    48,945
    
    
    
    
    135,535
    
    
    
    117,223
    
    
    
    47,017Ameriton
    
    
    
    
    
    
    
    160
    
    
    
    
    
    
    
    13Other non-reportable operating segment revenues
    
    
    3,687
    
    
    
    
    45,317
    
    
    
    39,296
    
    
    
    3,632Total segment and consolidated rental revenues
    
    $
    213,777
    
    
    
    $
    644,330
    
    
    $
    682,415
    
    
    $
    457,825
 Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Years EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005Reportable apartment communities segment NOI:Same-Store:Garden communities
    
    $
    28,406
    
    
    
    $
    94,265
    
    
    $
    117,636
    
    
    $
    108,826High-Rise properties
    
    
    37,258
    
    
    
    
    115,726
    
    
    
    148,310
    
    
    
    137,425Non Same-Store:Garden communities
    
    
    37,443
    
    
    
    
    99,611
    
    
    
    92,739
    
    
    
    29,185High-Rise properties
    
    
    31,805
    
    
    
    
    90,540
    
    
    
    76,229
    
    
    
    30,690Ameriton
    
    
    
    
    
    
    
    57
    
    
    
    (17
    )
    
    
    (91
    )Other non-reportable operating segment NOI
    
    
    2,517
    
    
    
    
    24,416
    
    
    
    21,696
    
    
    
    3,150Total segment and consolidated NOI
    
    
    137,429
    
    
    
    
    424,615
    
    
    
    456,593
    
    
    
    309,185Reconciling items:Other income
    
    
    41,494
    
    
    
    
    45,831
    
    
    
    77,410
    
    
    
    56,030Depreciation on real estate investments
    
    
    (162,427
    )
    
    
    
    (166,896
    )
    
    
    (177,264
    )
    
    
    (115,997
    )Interest expense
    
    
    (255,709
    )
    
    
    
    (166,528
    )
    
    
    (161,231
    )
    
    
    (75,968
    )General and administrative expenses
    
    
    (24,160
    )
    
    
    
    (60,605
    )
    
    
    (68,188
    )
    
    
    (58,604
    )Other expenses
    
    
    (4,689
    )
    
    
    
    (40,768
    )
    
    
    (17,705
    )
    
    
    (53,276
    )Consolidated earnings (loss) from operations
    
    $
    (268,062
    )
    
    
    $
    35,649
    
    
    $
    109,615
    
    
    $
    61,370
 117




---



##### Table of Contents



Successor
    
    
    
    PredecessorAs of
    
    
    
    As ofDecember 31,
    
    
    
    December 31,2007
    
    
    
    2006Reportable operating communities segment assets:Same-Store:Garden communities
    
    $
    2,733,756
    
    
    
    $
    1,262,150High-Rise properties
    
    
    3,550,978
    
    
    
    
    1,848,298Non Same-Store:Garden communities
    
    
    4,466,925
    
    
    
    
    5,134,042High-Rise properties
    
    
    3,609,604
    
    
    
    
    3,028,840Ameriton
    
    
    
    
    
    
    
    477,056FHA/ADA settlement capital accrual
    
    
    
    
    
    
    
    29,185International
    
    
    53,189
    
    
    
    
    48,438Other non-reportable operating segment assets
    
    
    188,346
    
    
    
    
    217,960Total segment assets
    
    
    14,602,798
    
    
    
    
    12,045,969Real estate held for sale, net
    
    
    388,890
    
    
    
    
    184,525Total segment assets
    
    
    14,991,688
    
    
    
    
    12,230,494Reconciling items:Investment in and advances to unconsolidated entities
    
    
    297,113
    
    
    
    
    235,323Cash and cash equivalents
    
    
    22,422
    
    
    
    
    48,655Restricted cash
    
    
    579,097
    
    
    
    
    319,312Due from affiliated entities
    
    
    393,841
    
    
    
    
    Other assets
    
    
    870,498
    
    
    
    
    425,343Consolidated total assets
    
    $
    17,154,659
    
    
    
    $
    13,259,127
  118




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##### Table of Contents



(15) Income Taxes
   Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Years EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005(Estimated)
    
    
    
    (Estimated)GAAP net earnings (loss)
    
    $
    (408,018
    )
    
    
    $
    770,717
    
    
    $
    835,075
    
    
    $
    701,504Book to tax differences:Depreciation and amortization(1)
    
    
    37,122
    
    
    
    
    8,470
    
    
    
    (23,459
    )
    
    
    14,927Gain or loss from capital transactions
    
    
    293
    
    
    
    
    (383,510
    )
    
    
    (412,493
    )
    
    
    (303,550
    )Deferred compensation and other reserves
    
    
    (3,245
    )
    
    
    
    (2,251
    )
    
    
    6,440
    
    
    
    8,682Gain or loss from Foreign
Exchange/Derivatives
    
    
    127,093
    
    
    
    
    142
    
    
    
    230
    
    
    
    164Other, net
    
    
    3,681
    
    
    
    
    46,304
    
    
    
    (4,919
    )
    
    
    (33,665
    )Taxable income, including capital gains
    
    $
    (243,074
    )
    
    
    $
    439,872
    
    
    $
    400,874
    
    
    $
    388,062
 
 (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 is offset by the
Smith Merger in 2001 and the Oakwood transaction in 2005 as GAAP depreciation expense for the
related assets is based on fair value and tax depreciation is based on a lower historical tax
basis.  Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Years EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005Distributions to Partners
    
    $
    
    
    
    
    $
    228,659
    
    
    $
    433,885
    
    
    $
    398,044Total Distributions
    
    $
    
    
    
    
    $
    228,659
    
    
    $
    433,885
    
    
    $
    398,044
  PredecessorPeriod fromJanuary 1, 2007through
    
    
    Years EndedOctober 4,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Ordinary Income
    
    
    44
    %
    
    
    75
    %
    
    
    65
    %Capital gains(1)
    
    
    56
    %
    
    
    25
    %
    
    
    35
    %100
    %
    
    
    100
    %
    
    
    100
    %
 
 (1)
    
    Includes 0%, 11.4% and 34.3% of unrecaptured Section 1250 gains in 2007, 2006, and 2005,
respectively. 119




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##### Table of Contents



PredecessorPeriod fromJanuary 1, 2007through
    
    
    Years EndedOctober 4,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Per Common Unit:Ordinary Income
    
    
    0.40
    
    
    
    1.31
    
    
    
    1.12Capital gains
    
    
    0.50
    
    
    
    0.43
    
    
    
    0.61Total
    
    
    0.90
    
    
    
    1.74
    
    
    
    1.73
   PredecessorPeriod fromJanuary 1, 2007through
    
    
    Years EndedOctober 4,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Per Preferred Unit:Ordinary Income
    
    
    2,541
    
    
    
    5,778
    
    
    
    4,959Capital gains
    
    
    3,204
    
    
    
    1,882
    
    
    
    2,701Total
    
    
    5,745
    
    
    
    7,660
    
    
    
    7,660
  (16) Commitments and Contingencies
 Commitments
   2008
    
    
    8,3412009
    
    
    7,8612010
    
    
    8,9222011
    
    
    6,4222012
    
    
    4,167Thereafter (2013 - 2077)
    
    $
    184,403Total
    
    $
    220,116
 .
 120




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##### Table of Contents



Guarantees and Indemnifications
   Litigation and Contingencies
 Shareholder Litigation
 Seymour Schiff v. James A.
Cardwell, et al Mortimer J. Cohen v. Archstone-Smith Trust, et al Howard Lasker v. R. Scot Sellers, et al. Steamship Trade Association/International Longshoremens Association
Pension Fund v. Archstone-Smith Trust, et al. Doris Staehr
v. Archstone-Smith Trust, et al.
 Lasker, Steamship Trade Association/International Longshoremens Association
Pension Fund Staehr Cohen In re Archstone-Smith
Trust Shareholder Litigation
 Schiff In re Archstone-Smith Trust Shareholder Litigation.
 121




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##### Table of Contents



Clinton Green
  Clinton Green Holdings, LLC
and DPIC Clinton Green, LLC v. Archstone-Smith Operating Trust, ASN Clinton Green Member, LLC, and
Ameriton Properties Incorporated
  Tax Protection Agreements and Unitholder Claims
   122




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##### Table of Contents



FHA/ADA
   Water Intrusion-Florida
  Water Intrusion  Westbury
 Andrea Sorrentino, et al. v. ASN Roosevelt Center LLC d/b/a Archstone Westbury, et al.,
 123




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##### Table of Contents



Richardo Francois v. ASN Roosevelt Center LLC D/B/A Archstone Westbury , Pasquale
Marchese, et al. v. ASN Roosevelt Center LLC, et al John DiGiovanna and Farideh DiGiovanna vs. ASN Roosevelt Center LLC d/b/a Archstone
Westbury,
 Other
  124




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(17) Supplemental Cash Flow Information
  
    
    Recorded the following purchase accounting-related adjustments and non-cash
related party transactions in connection with the Merger (See
Note 1):
 
    
    Real estate includes an increase related to a fair value
adjustment of 5.8 billion;
    
    Net assets of $2.3 billion were distributed to Archstones affiliated
entities;
    
    Assumption of Predecessor property mortgages of
$0.9 billion and trade payables and other accrued liabilities of
$0.8 billion;
    
    Preferred Units issued in connection with the Merger of $0.3 billion;
    
    Reclassification of Unitholders equity balance of $2.6 billion
 
    
    Issued $1.1 million, $81.4 million and $408.0 million of A-1 Common Units as
partial consideration for properties acquired during 2007, 2006 and 2005, respectively;
    
    Issued $250,000 of Series N-1 and N-2 Preferred Units ($125,000 each) as partial
consideration for real estate during 2005;
    
    Converted $55.4 million, $143.4 million and $8.4 million A-1 Common Units to A-2
Common Units during 2007, 2006 and 2005, respectively;
    
    Assumed mortgage debt of $15.0 million, $728.5 million and $864.2 million during
2007, 2006 and 2005, respectively, in connection with the acquisition of apartment
communities;
    
    Recorded accruals of $3.0 million and $47.2 million for anticipated capital
spending to bring properties named in the FHA and ADA settlement into compliance in 2007
and 2005, respectively;
    
    See Notes 3 and 4 for further discussion regarding the non-cash financing
components of the International Fund Formation and the DeWAG and Oakwood acquisitions.


(18) Related Party Transactions




Note 8 
Borrowings








125



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##### Table of Contents



Report
of Independent Registered Public Accounting Firm on Supplementary Information
    
 126




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##### Table of Contents



ARCHSTONE
 SCHEDULE III
 REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2007
(Dollar amounts in thousands)
 CostInitial Cost to Archstone
    
    Capitalized
    
    Gross Amount at Which Carried at Year EndEncum-
    
    
    
    
    
    Buildings &
    
    Subsequent to
    
    
    
    
    
    Buildings &
    
    
    
    
    
    Accumulated
    
    Construction
    
    YearUnits
    
    brances
    
    Land
    
    Improvements
    
    Acquisition
    
    Land
    
    Improvements
    
    Totals(4)
    
    Depreciation
    
    Year(1)
    
    Acquired(3)Apartment Communities:Garden Communities:Boston, Massachusetts
    
    
    1,164
    
    
    
    296,771
    
    
    
    50,312
    
    
    
    375,066
    
    
    
    505
    
    
    
    50,312
    
    
    
    375,571
    
    
    
    425,883
    
    
    
    (2,763
    )
    
    
    1898-2006
    
    
    
    2007Inland Empire, California
    
    
    300
    
    
    
    46,075
    
    
    
    18,000
    
    
    
    48,640
    
    
    
    248
    
    
    
    18,000
    
    
    
    48,888
    
    
    
    66,888
    
    
    
    (352
    )
    
    
    1990
    
    
    
    2007Los Angeles, California
    
    
    7,518
    
    
    
    1,549,147
    
    
    
    882,950
    
    
    
    1,660,343
    
    
    
    5,636
    
    
    
    883,060
    
    
    
    1,665,869
    
    
    
    2,548,929
    
    
    
    (12,381
    )
    
    
    1969-2007
    
    
    
    2007San Diego, California
    
    
    468
    
    
    
    57,945
    
    
    
    38,400
    
    
    
    81,180
    
    
    
    894
    
    
    
    38,432
    
    
    
    82,042
    
    
    
    120,474
    
    
    
    (624
    )
    
    
    1987-2002
    
    
    
    2007San Francisco Bay Area, California
    
    
    6,855
    
    
    
    1,220,989
    
    
    
    611,240
    
    
    
    1,162,039
    
    
    
    147,092
    
    
    
    647,288
    
    
    
    1,273,083
    
    
    
    1,920,371
    
    
    
    (9,529
    )
    
    
    1909-2007
    
    
    
    2007Seattle, Washington
    
    
    2,327
    
    
    
    316,944
    
    
    
    101,245
    
    
    
    362,155
    
    
    
    2,218
    
    
    
    101,359
    
    
    
    364,259
    
    
    
    465,618
    
    
    
    (2,646
    )
    
    
    1976-2001
    
    
    
    2007Ventura County, California
    
    
    1,773
    
    
    
    368,828
    
    
    
    182,900
    
    
    
    352,670
    
    
    
    2,012
    
    
    
    183,042
    
    
    
    354,540
    
    
    
    537,582
    
    
    
    (2,689
    )
    
    
    1971-2007
    
    
    
    2007Washington, D.C. metropolitan area
    
    
    5,867
    
    
    
    771,593
    
    
    
    383,000
    
    
    
    1,101,464
    
    
    
    2,438
    
    
    
    383,076
    
    
    
    1,103,826
    
    
    
    1,486,902
    
    
    
    (6,691
    )
    
    
    1970-2007
    
    
    
    2007Garden Communities Total
    
    
    26,272
    
    
    
    4,628,292
    
    
    
    2,268,047
    
    
    
    5,143,557
    
    
    
    161,043
    
    
    
    2,304,569
    
    
    
    5,268,078
    
    
    
    7,572,647
    
    
    
    (37,675
    )High-Rise Properties:Boston, Massachusetts
    
    
    1,945
    
    
    
    466,782
    
    
    
    108,432
    
    
    
    760,649
    
    
    
    14,861
    
    
    
    108,451
    
    
    
    775,491
    
    
    
    883,942
    
    
    
    (5,148
    )
    
    
    1901-2006
    
    
    
    2007Chicago, Illinois
    
    
    304
    
    
    
    77,467
    
    
    
    74,000
    
    
    
    59,785
    
    
    
    492
    
    
    
    74,004
    
    
    
    60,273
    
    
    
    134,277
    
    
    
    (449
    )
    
    
    1988
    
    
    
    2007Los Angeles, California
    
    
    1,073
    
    
    
    281,214
    
    
    
    64,000
    
    
    
    328,123
    
    
    
    304
    
    
    
    64,005
    
    
    
    328,422
    
    
    
    392,427
    
    
    
    (2,472
    )
    
    
    1934-2004
    
    
    
    2007New York City metropolitan area
    
    
    1,974
    
    
    
    824,560
    
    
    
    718,100
    
    
    
    870,747
    
    
    
    6,564
    
    
    
    718,102
    
    
    
    877,309
    
    
    
    1,595,411
    
    
    
    (6,520
    )
    
    
    1974-2001
    
    
    
    2007Philadelphia, Pennsylvania
    
    
    80
    
    
    
    8,945
    
    
    
    4,000
    
    
    
    11,908
    
    
    
    59
    
    
    
    4,000
    
    
    
    11,967
    
    
    
    15,967
    
    
    
    (93
    )
    
    
    1945
    
    
    
    2007San Francisco Bay Area, California
    
    
    853
    
    
    
    218,066
    
    
    
    45,100
    
    
    
    266,466
    
    
    
    1,929
    
    
    
    45,100
    
    
    
    268,395
    
    
    
    313,495
    
    
    
    (2,000
    )
    
    
    1966-1986
    
    
    
    2007Seattle, Washington
    
    
    694
    
    
    
    114,445
    
    
    
    33,000
    
    
    
    146,644
    
    
    
    580
    
    
    
    33,015
    
    
    
    147,209
    
    
    
    180,224
    
    
    
    (1,081
    )
    
    
    1949-1998
    
    
    
    2007Washington, D.C. metropolitan area
    
    
    11,239
    
    
    
    2,552,048
    
    
    
    1,018,235
    
    
    
    2,683,095
    
    
    
    77,768
    
    
    
    960,600
    
    
    
    2,818,498
    
    
    
    3,779,098
    
    
    
    (21,423
    )
    
    
    1929-2005
    
    
    
    2007High-Rise Properties Total
    
    
    18,162
    
    
    
    4,543,527
    
    
    
    2,064,867
    
    
    
    5,127,417
    
    
    
    102,557
    
    
    
    2,007,277
    
    
    
    5,287,564
    
    
    
    7,294,841
    
    
    
    (39,186
    )Germany(2)
    
    
    807
    
    
    
    40,829
    
    
    
    7,636
    
    
    
    43,564
    
    
    
    2,258
    
    
    
    7,972
    
    
    
    45,486
    
    
    
    53,458
    
    
    
    (269
    )
    
    
    1967-1970
    
    
    
    2007FHA/ADA Settlement Capital AccrualTotal Apartment Communities 
Operating and Under Construction
    
    
    45,241
    
    
    
    9,212,648
    
    
    
    4,340,550
    
    
    
    10,314,538
    
    
    
    265,858
    
    
    
    4,319,818
    
    
    
    10,601,128
    
    
    
    14,920,946
    
    
    
    (77,130
    )Other:Development communities In Planning
and Owned
    
    
    545
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,335
    
    
    
    (10
    )Hotel, retail and other assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,791
    
    
    
    (244
    )Total real estate assets
    
    
    45,786
    
    
    
    9,212,648
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,069,072
    
    
    
    (77,384
    )
 
 (1)
    
    Represents the date that the building structure was originally completed. For phased
developments, it represents the date the earliest phase was constructed.(2)
    
    Our German portfolio is concentrated primarily in the Federal States of North-Rhine
Westphalia, Hesse, Baden-Wurttemburg and Berlin.(3)
    
    In connection with the Merger we revalued all of the properties at October 5, 2007.(4)
    
    The tax basis at December 31, 2007 of our assets for
federal income tax purposes was approximately $10.0 billion
(unaudited). 127




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##### Table of Contents



SCHEDULE III
  Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Years EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005Carrying AmountsBalance at beginning of period(1)
    
    $
    15,021,288
    
    
    
    $
    13,187,640
    
    
    $
    11,359,264
    
    
    $
    9,221,038Apartment communities:Acquisition-related expenditures
    
    
    226,133
    
    
    
    
    1,419,633
    
    
    
    2,530,459
    
    
    
    2,671,112Redevelopment expenditures
    
    
    20,494
    
    
    
    
    37,328
    
    
    
    57,414
    
    
    
    106,264Recurring capital expenditures
    
    
    9,765
    
    
    
    
    30,340
    
    
    
    46,354
    
    
    
    48,311Development expenditures, excluding land
acquisitions
    
    
    16,038
    
    
    
    
    348,844
    
    
    
    388,502
    
    
    
    324,740Acquisition and improvement of land for
development
    
    
    
    
    
    
    
    213,708
    
    
    
    209,916
    
    
    
    81,340International fund formation
    
    
    
    
    
    
    
    (1,034,524
    )
    
    
    
    
    
    
    Dispositions
    
    
    (226,903
    )
    
    
    
    (1,195,068
    )
    
    
    (1,403,858
    )
    
    
    (1,175,834
    )Provision for possible loss on investment
    
    
    
    
    
    
    
    (7,490
    )
    
    
    (4,328
    )
    
    
    (1,500
    )Change in estimated hurricane retirements
    
    
    
    
    
    
    
    
    
    
    
    4,496
    
    
    
    Other
    
    
    2,257
    
    
    
    
    820
    
    
    
    7,987
    
    
    
    (8,303
    )Net apartment community activity
    
    $
    47,784
    
    
    
    $
    (186,409
    )
    
    $
    1,836,942
    
    
    $
    2,046,130Other:Change in other real estate assets
    
    
    
    
    
    
    
    (42,733
    )
    
    
    (8,566
    )
    
    
    92,096Balance at end of period
    
    $
    15,069,072
    
    
    
    $
    12,958,498
    
    
    $
    13,187,640
    
    
    $
    11,359,264
 
 (1)
    
    The beginning balance of the period October 5, 2007 through December 31, 2007 includes a
fair value adjustment of $5.8 billion in connection with the
Merger, net of distributions to affiliates of
$3.6 billion. Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Years EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005Accumulated DepreciationBalance at beginning of period
    
    $
    
    
    
    
    $
    957,146
    
    
    $
    836,693
    
    
    $
    763,542Depreciation for the period(1)
    
    
    78,146
    
    
    
    
    203,147
    
    
    
    266,589
    
    
    
    220,770Accumulated depreciation on real estate dispositions
    
    
    (762
    )
    
    
    
    (153,243
    )
    
    
    (146,136
    )
    
    
    (147,619
    )Balance at end of period
    
    $
    77,384
    
    
    
    $
    1,007,050
    
    
    $
    957,146
    
    
    $
    836,693
 
 (1)
    
    Depreciation is net of $87.4 million and $21.7 million for intangible assets related to the
value of leases in place for real estate acquired in 2007 and 2006, respectively. 128




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##### Table of Contents



SCHEDULE IV
 ARCHSTONE
 MORTGAGE LOANS ON REAL ESTATE
 December 31, 2007
(Dollar amounts in thousands)
 FaceAmount of
    
    
    CarryingFinal
    
    
    
    
    
    Mortgages
    
    
    AmountMaturity
    
    Periodic Payment
    
    Prior
    
    (amount
    
    
    ofDescription
    
    Interest Rate
    
    Date
    
    Term
    
    Liens
    
    committed)
    
    
    MortgagesMortgage and OtherNotes Receivable:Florida
    
    LIBOR + 8.5%
    
    2/21/10
    
    (1)
    
    (3)
    
    $
    10,631
    
    
    $
    5,643Georgia
    
    LIBOR + 8%
    
    7/6/10
    
    (1)
    
    (3)
    
    
    10,767
    
    
    
    7,958Massachusetts
    
    LIBOR + 7%
    
    2/07/11
    
    (1)
    
    (3)
    
    
    34
    
    
    
    34New York
    
    LIBOR + 7%
    
    6/22/09
    
    (1)
    
    (3)
    
    
    42,070
    
    
    
    30,216New York
    
    (4)
    
    11/10/12
    
    (1)
    
    (3)
    
    
    36,459
    
    
    
    25,026Texas
    
    LIBOR + 9%
    
    8/11/10
    
    (1)
    
    (3)
    
    
    25,937
    
    
    
    1,947Washington, D.C.
    
    18%
    
    7/17/07
    
    (1)
    
    (3)
    
    
    7,332
    
    
    
    7,334Washington, D.C.
    
    14%
    
    6/03/09
    
    (1)
    
    (3)
    
    
    7,524
    
    
    
    6,349$
    140,754
    
    
    $
    84,507
 Successor
    
    
    
    PredecessorPeriod from
    
    
    
    Period fromOctober 5, 2007
    
    
    
    January 1, 2007through
    
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    
    October 4,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006Balance at Beginning of Period
    
    $
    89,213
    
    
    
    $
    123,261
    
    
    $
    74,396New Mortgage Loans
    
    
    32,862
    
    
    
    
    13,097
    
    
    
    85,165Collections of Principal
    
    
    (39,822
    )
    
    
    
    (52,298
    )
    
    
    (46,081
    )Other(2)
    
    
    2,254
    
    
    
    
    5,153
    
    
    
    9,781Balance at End of Period
    
    $
    84,507
    
    
    
    $
    89,213
    
    
    $
    123,261
 
 (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.(2)
    
    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.(4)
    
    The interest rate is divided into two tranches: Tranche A of LIBOR + 7.5% and Tranche B of
LIBOR + 10%. 129




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##### Table of Contents



ARCHSTONE
 
 SIGNATURES
  ARCHSTONEBy:
    /s/ R. Scot SellersR. Scot SellersChief Executive Officer  Signature
    
    Title
    
    Date/s/ R. Scot Sellers

R. Scot Sellers
    
    Chief Executive Officer
(principal executive officer)
    
    March 31, 2008/s/ Charles E. Mueller, Jr.

Charles E. Mueller, Jr.
    
    Chief Financial Officer (principal financial
officer); Chief Operating Officer effective
January 1, 2008
    
    March 31, 2008/s/ Ash K. Atwood

Ash K. Atwood
    
    Controller and Group Vice President
(principal accounting officer)
    
    March 31, 2008TISHMAN SPEYER
ARCHSTONE-SMITH
SERIES I TRUSTBy:  /s/ David Augarten
Trustee
    
    Trustee
    
    March 31, 2008
 130




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##### Table of Contents



INDEX TO EXHIBITS
  Number
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of May 28, 2007, by and among Archstone-Smith Trust,
Archstone-Smith Operating Trust, River Holding, LP, River Acquisition (MD), LP, and River Trust
Acquisition (MD), LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K
filed by Archstone-Smith Trust with the SEC on June 1, 2007)2.2
    
    Amendment No. 1, dated as of August 5, 2007, to Agreement and Plan of Merger dated as of May 28,
2007, by and among Archstone-Smith Trust, Archstone-Smith Operating Trust, River Holding, LP,
River Acquisition (MD), LP, and River Trust Acquisition (MD), LLC (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Archstone-Smith Trust with the SEC on
August 6, 2007)3.1
    
    Amended and Restated Declaration of Trust of Archstone (formerly known as Archstone-Smith
Operating Trust) (incorporated by reference to Exhibit 3.1 to Archstone-Smith Operating Trusts
Current Report on Form 8-K filed with the SEC on October 5, 2007)3.2
    
    Articles of Amendment of Amended and Restated Declaration of Trust of Archstone, as filed with
the Maryland Department of Assessments and Taxation on January 4, 20083.3
    
    Bylaws of Archstone (formerly known as Archstone-Smith Operating Trust) (incorporated by
reference to Exhibit 4.2 to Archstone-Smith Trusts Current Report on Form 8-K filed with the SEC
on June 2, 2006)3.4
    
    Amendment No. 1 to Bylaws of Archstone (formerly known as Archstone-Smith Operating Trust)
(incorporated by reference to Exhibit 3.1 to Archstone-Smith Trusts Current Report on Form 8-K
filed with the SEC on June 1, 2007)4.1
    
    Indenture, dated as of February 1, 1994, between Archstone (formerly known as Archstone-Smith
Operating Trust and Property Trust of America) and Morgan Guaranty Trust Company of New York, as
Trustee relating to Archstones unsecured senior debt securities (incorporated by reference to
Exhibit 4.1 of Archstone-Smith Trusts Annual Report on Form 10-K for the year ended December 31,
2006)4.2
    
    Fourth Supplemental Indenture, dated as of October 5, 2007, to the Indenture, dated as of
February 1, 1994, by and between the Archstone (formerly known as Archstone-Smith Operating
Trust) and the U.S. Bank National Association, as supplemented by the First Supplemental
Indenture, dated as of February 2, 1994, the Second Supplemental Indenture, dated as of August 2,
2004, and the Third Supplemental Indenture, dated as of July 14, 2006 (incorporated by reference
to Exhibit 4.1 to Archstones Current Report on Form 8-K, dated October 5, 2007)10.1
    
    Amended and Restated Credit Agreement, dated as of June 21, 2006, by and among Archstone-Smith
Operating Trust, as borrower, and Archstone-Smith Trust as parent, and J.P. Morgan Chase Bank, as
administrative agent,, J.P. Morgan Europe Limited, as administrative agent for foreign
currencies, Bank of America, N.A., and Wells Fargo Bank, N.A., as syndication agents, and
Suntrust Bank and Citicorp North America, Inc. as documentation agents and the various banks
signatory thereto (incorporated by reference to Exhibit 10.2 to Archstone-Smiths Current Report
on Form 8-K filed with the SEC on June 27, 2006)




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##### Table of Contents



Number
    
    Description10.2
    
    Guaranty, dated as of June 21, 2006, by Archstone-Smith Trust, as guarantor, for the benefit of
J.P. Morgan Chase Bank, as administrative agent, J.P. Morgan Europe Limited, as administrative
agent for foreign currencies, Bank of America, N.A., and Wells Fargo Bank, N.A., as syndication
agents, and Suntrust Bank and Citicorp North America, Inc. as documentation agents and the
various banks signatory thereto (incorporated by reference to Exhibit 10.1 to Archstone-Smiths
Current Report on Form 8-K filed with the SEC on June 27, 2006)10.3
    
    Amended and Restated Master Credit Facility Agreement, dated as of November 27, 2007, by and
among certain subsidiaries of Archstone-Smith Operating Trust, as borrowers, and Lehman Brothers
Holdings Inc., Bank of America, N.A., and Barclays Capital Real Estate Inc., as initial lender
(collectively, the Credit Facility Lenders), and assigned to the Federal National Mortgage
Association (incorporated by reference to Exhibit 10.1 of Archstones Current Report on Form 8-K
filed with the SEC on December 3, 2008)10.4
    
    Form of Promissory Note for loan, dated as of October 5, 2007, to certain subsidiaries of
Archstone-Smith Operating Trust from Lehman Brothers Holdings Inc., Bank of America, N.A., and
Barclays Capital Real Estate Inc., as initial lender, and assigned to the Federal Home Loan
Mortgage Corporation (incorporated by reference to Exhibit 10.4 of Archstones Quarterly Report
on Form 10-Q for the quarter ended September 30, 2007)10.5
    
    Guarantee and Collateral Agreement made by Archstone-Smith Operating Trust and certain of its
subsidiaries and parent guarantors in favor of Lehman Commercial Paper Inc. (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Archstone-Smith Operating
Trust with the SEC on December 3, 2007).10.6
    
    Form of Cross-Collateralization Agreement for loan, dated as of October 5, 2007, to certain
subsidiaries of Archstone-Smith Operating Trust from Lehman Brothers Holdings Inc., Bank of
America, N.A., and Barclays Capital Real Estate Inc., as initial lender, and assigned to the
Federal Home Loan Mortgage Corporation (incorporated by reference to Exhibit 10.5 of Archstones
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)10.7
    
    Schedule of Cross-Collateralized Agreements and Promissory Notes (pursuant to Instruction 2 to
Item 601 of Regulation S-K) (incorporated by reference to Exhibit 10.6 of Archstones Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007)10.8
    
    Mezzanine Loan A Agreement (Fannie Bucket 1), dated as of October 5, 2007, by and among certain
subsidiaries of Archstone-Smith Operating Trust, as borrowers, and Lehman Brothers Holdings Inc.,
Bank of America, N.A., and Barclays Capital Real Estate Finance Inc., as lender (incorporated by
reference to Exhibit 10.9 to Archstone-Smith Operating Trusts Quarterly Report on Form 10-Q
filed with the SEC on November 9, 2007).10.9
    
    Mezzanine Loan B Agreement (Fannie Bucket 1), dated as of October 5, 2007, by and among certain
subsidiaries of Archstone-Smith Operating Trust, as borrowers, and Lehman Brothers Holdings Inc.,
Bank of America, N.A., and Barclays Capital Real Estate Finance Inc., as lender (incorporated by
reference to Exhibit 10.10 to Archstone-Smith Operating Trusts Quarterly Report on Form 10-Q
filed with the SEC on November 9, 2007).10.10
    
    Schedule of Additional Mezzanine Loans for the Fannie Portfolio (pursuant to Instruction 2 to
Item 601 of Regulation S-K) (incorporated by reference to Exhibit 10.11 to Archstone-Smith
Operating Trusts Quarterly Report on Form 10-Q filed with the SEC on November 9, 2007).10.11
    
    Mezzanine Loan A Agreement, dated as of October 5, 2007, by and among certain subsidiaries of
Archstone-Smith Operating Trust, as borrowers, and Lehman Brothers Holdings Inc., Bank of
America, N.A., and Barclays Capital Real Estate Finance Inc., as initial lender (collectively,
the Mezz Loan A Lenders), and assigned to the Federal Home Loan Mortgage Corporation
(incorporated by reference to Exhibit 10.7 of Archstones Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007)




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##### Table of Contents



Number
    
    Description10.12
    
    Mezzanine Loan B Agreement, dated as of October 5, 2007, by and among certain subsidiaries of
Archstone-Smith Operating Trust, as borrowers, and Lehman Brothers Holdings Inc., Bank of
America, N.A., and Barclays Capital Real Estate Finance Inc., as initial lender (collectively,
the Mezz Loan B Lenders), and assigned to the Federal Home Loan Mortgage Corporation
(incorporated by reference to Exhibit 10.8 of Archstones Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007)10.13
    
    Letter agreement, dated October 5, 2007, from the Credit Facility Lenders, Mezz Loan A Lenders,
Mezz Loan B Lenders and certain lenders under other loan agreements,
to the borrowers thereunder. Portions of this exhibit (indicated by
asterisks) have been omitted pursuant to a request for confidential
treatment.10.14
    
    Letter agreement, dated November 27, 2007, amending the letter agreement dated October 5, 2007,
from the Credit Facility Lenders, Mezz Loan A Lenders, Mezz Loan B Lenders and certain lenders
under other loan agreements, to the borrowers thereunder. Portions of this exhibit (indicated by
asterisks) have been omitted pursuant to a request for confidential
treatment.10.15
    
    Credit Agreement (Affiliate Borrower I-A), dated October 5, 2007, between Tishman Speyer
Archstone-Smith Multifamily Holdings I (Borrower-A), L.P., as borrower, and Archstone-Smith
Operating Trust, as lender10.16
    
    Credit Agreement (Affiliate Borrower I-B), dated October 5, 2007, between Tishman Speyer
Archstone-Smith Multifamily Holdings I (Parent Borrower-B), L.P., as borrower, and
Archstone-Smith Operating Trust, as lender10.17
    
    Credit Agreement (Affiliate Borrower II  Revolving Credit Facility), dated October 5, 2007,
between Tishman Speyer Archstone-Smith Multifamily Holdings II (Borrower), L.P., as borrower, and
Archstone-Smith Operating Trust, as lender10.18
    
    Employment Agreement, dated October 5, 2007, between R. Scot Sellers, as Chief Executive Officer,
Archstone-Smith Communities LLC, as employer, and Archstone (formerly known as Archstone-Smith
Operating Trust), as guarantor10.19
    
    Award Agreement, dated October 5, 2007, between R. Scot Sellers and Tishman Speyer
Archstone-Smith Multifamily Participants, L.L.C.10.20
    
    Unit Award Agreement, dated October 5, 2007, between R. Scot Sellers and Tishman Speyer
Archstone-Smith Junior Mezz Borrower, L.P.10.21
    
    Unit Award Agreement, dated October 5, 2007, between R. Scot Sellers and Tishman Speyer
Archstone-Smith Parallel Guarantor I, L.L.C.10.22
    
    Unit Award Agreement, dated October 5, 2007, between R. Scot Sellers and Tishman Speyer
Archstone-Smith Parallel Guarantor II, L.L.C.10.23
    
    Separation and General Release Agreement, dated April 2, 2007, between J. Lindsay Freeman,
Archstone-Smith Operating Trust and Archstone-Smith Trust10.24
    
    Amendment to Separation and General Release Agreement, dated June 1, 2007, between J. Lindsay
Freeman, Archstone-Smith Operating Trust and Archstone-Smith Trust10.25
    
    Amended and Restated Archstone-Smith Trust Equity Plan for Outside Trustee and all amendments
thereto (incorporated by reference to Exhibits 10.5, 10.6 and 10.7 to Archstone-Smith Trusts
Current Report on Form 8-K filed with the SEC on December 12, 2006)10.26
    
    Archstone-Smith Trust 2001 Long-Term Incentive Plan and all amendments thereto (incorporated by
reference to Exhibit 10.1, 10.2, 10.3 and 10.4 to Archstone-Smith Trusts Current Report on
Form 8-K filed with the SEC on December 12, 2006)10.27
    
    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)




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##### Table of Contents



Number
    
    Description10.28
    
    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)10.29
    
    Form of Restricted Share Unit Agreement for Archstone-Smith Trust 2001 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.2 of Archstone-Smith Trusts Annual Report on Form 10-Q
for the Quarter Ended September 30, 2004)10.30
    
    Form of Restricted Share Unit Agreement for Archstone-Smith Trust Equity Plan for Outside
Trustees (incorporated by reference to Exhibit 10.3 of Archstone-Smith Trusts Annual Report on
Form 10-Q for the Quarter Ended September 30, 2004)10.31
    
    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)10.32
    
    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)10.33
    
    Form of Amendment No. 1 to Change in Control Agreement between Archstone-Smith Trust and certain
of its officers (incorporated by reference to Exhibit 10.12 to Archstone-Smith Operating Trusts
registration statement on Form S-4 (File No. 333-144717))21
    
    Subsidiaries of Archstone31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002