##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 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-Smith Operating Trust
 (Exact name of registrant as specified in its charter)
 Maryland
(State or other jurisdiction of 
incorporation or organization)
    
    90-0042860
(I.R.S. employer
identification no.)
 9200 E. Panorama Circle, Suite 400
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
 (303) 708-5959
(Registrants telephone number, including area code)
 (Former name, former address and former fiscal year,
if changed since last report)
  þ o
  þ o o
  o þ




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##### 



Table of Contents
 PageItem
    
    Description
    
    NumberPART I  Financial Information1.
    
    
    Financial StatementsCondensed Consolidated Balance Sheets  March 31, 2007 (Unaudited) and December 31, 2006
    
    
    3Condensed Consolidated Statements of Earnings  Three Months Ended March 31, 2007 and
2006 (Unaudited)
    
    
    4Condensed Consolidated Statement of Unitholders Equity, Other Common Unitholders
Interest and Comprehensive Income  Three Months Ended March 31, 2007 (Unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows  Three Months Ended March 31, 2007 and
2006 (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Independent Registered Public Accounting Firm Review Report
    
    
    222.
    
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    233.
    
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    324.
    
    
    Controls and Procedures
    
    
    32PART II  Other Information1.
    
    
    Legal Proceedings
    
    
    331A.
    
    
    Risk Factors
    
    
    332.
    
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    333.
    
    
    Defaults Upon Senior Securities
    
    
    334.
    
    
    Submission of Matters to a Vote of Security Holders
    
    
    335.
    
    
    Other Information
    
    
    336.
    
    
    Exhibits
    
    
    33Computation of Ratio of Earnings to Fixed ChargesComputation of Ratio of Earnings to Combined Fixed ChargesIndependent Registered Public Accounting Firm Awareness LetterCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Archstone-Smith Operating Trust
 
 Condensed Consolidated Balance Sheets
 (In thousands, except unit data)
 March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSReal estate
    
    $
    12,101,054
    
    
    $
    12,214,034Real estate  held-for-sale
    
    
    975,821
    
    
    
    973,606Accumulated depreciation
    
    
    (975,517
    )
    
    
    (957,146
    )12,101,358
    
    
    
    12,230,494Investments in and advances to unconsolidated entities
    
    
    252,014
    
    
    
    235,323Net investments
    
    
    12,353,372
    
    
    
    12,465,817Cash and cash equivalents
    
    
    49,270
    
    
    
    48,655Restricted cash in tax-deferred exchange and bond escrow
    
    
    669,395
    
    
    
    319,312Other assets
    
    
    389,464
    
    
    
    425,343Total assets
    
    $
    13,461,501
    
    
    $
    13,259,127LIABILITIES AND UNITHOLDERS EQUITYLiabilities:Unsecured credit facilities
    
    $
    275,900
    
    
    $
    84,723Unsecured loans  International
    
    
    171,730
    
    
    
    235,771Long-Term Unsecured Debt
    
    
    3,321,702
    
    
    
    3,355,699Mortgages payable
    
    
    2,557,553
    
    
    
    2,639,280Mortgages payable  held-for-sale
    
    
    136,738
    
    
    
    136,954Accounts payable
    
    
    77,603
    
    
    
    71,967Accrued interest
    
    
    47,446
    
    
    
    67,135Accrued expenses and other liabilities
    
    
    342,403
    
    
    
    365,260Total liabilities
    
    
    6,931,075
    
    
    
    6,956,789Other common unitholders interest, at redemption value
(A-1 Common Units: 27,471,404 in 2007 and 29,514,128 in
2006)
    
    
    1,491,148
    
    
    
    1,718,017Unitholders equity:Perpetual Preferred Units
    
    
    50,000
    
    
    
    50,000Common unitholders equity (222,754,422 units in 2007
and 220,147,167 units in 2006)
    
    
    4,984,986
    
    
    
    4,530,801Accumulated other comprehensive income
    
    
    4,292
    
    
    
    3,520Total unitholders equity
    
    
    5,039,278
    
    
    
    4,584,321Total liabilities and unitholders equity
    
    $
    13,461,501
    
    
    $
    13,259,127
  3




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##### Table of Contents



Archstone-Smith Operating Trust
 
 Condensed Consolidated Statements of Earnings
 (In thousands, except per unit amounts)
(Unaudited
 Three Months EndedMarch 31,2007
    
    
    2006Revenues:Rental revenues
    
    $
    268,132
    
    
    $
    207,734Other income
    
    
    15,754
    
    
    
    16,216283,886
    
    
    
    223,950Expenses:Rental expenses
    
    
    63,430
    
    
    
    45,330Real estate taxes
    
    
    26,240
    
    
    
    18,897Depreciation on real estate investments
    
    
    67,492
    
    
    
    53,359Interest expense
    
    
    67,293
    
    
    
    45,527General and administrative expenses
    
    
    18,998
    
    
    
    15,385Other expenses
    
    
    955
    
    
    
    10,354244,408
    
    
    
    188,852Earnings from operations
    
    
    39,478
    
    
    
    35,098Income from unconsolidated entities
    
    
    695
    
    
    
    18,878Other non-operating income
    
    
    2,026
    
    
    
    176Earnings before discontinued operations
    
    
    42,199
    
    
    
    54,152Earnings from discontinued operations
    
    
    282,728
    
    
    
    89,740Net earnings
    
    
    324,927
    
    
    
    143,892Preferred Unit distributions
    
    
    (958
    )
    
    
    (958
    )Net earnings attributable to Common Units  Basic
    
    
    323,969
    
    
    
    142,934Interest on Convertible Debt
    
    
    7,295
    
    
    
    Net earnings attributable to Common Units  Diluted
    
    $
    331,264
    
    
    $
    142,934Weighted average Common Units outstanding:Basic
    
    
    249,982
    
    
    
    246,961Diluted
    
    
    259,875
    
    
    
    247,835Earnings per Common Unit  Basic:Earnings before discontinued operations
    
    $
    0.16
    
    
    $
    0.22Discontinued operations, net
    
    
    1.14
    
    
    
    0.36Net earnings $
    
    $
    1.30
    
    
    $
    0.58Earnings per Common Unit  Diluted:Earnings before discontinued operations
    
    $
    0.15
    
    
    $
    0.22Discontinued operations, net
    
    
    1.12
    
    
    
    0.36Net earnings
    
    $
    1.27
    
    
    $
    0.58Distributions paid per Common Unit
    
    $
    0.4525
    
    
    $
    0.4350
  4




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Archstone-Smith Operating Trust
 
 Condensed Consolidated Statement of Unitholders
Equity, Other Common Unitholders Interest and Comprehensive Income
 Three Months Ended March 31, 2007
 In thousands)
(Unaudited
 PerpetualPreferredUnitsat
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    OtherAggregate
    
    
    Common
    
    
    Other
    
    
    Total
    
    
    CommonLiquidation
    
    
    Unitholders
    
    
    Comprehensive
    
    
    Unitholders
    
    
    UnitholdersPreference
    
    
    Equity
    
    
    Income
    
    
    Equity
    
    
    Interest
    
    
    TotalBalances at December 31, 2006
    
    $
    50,000
    
    
    $
    4,530,801
    
    
    $
    3,520
    
    
    $
    4,584,321
    
    
    $
    1,718,017
    
    
    $
    6,302,338Comprehensive income:Net earnings
    
    
    
    
    
    
    287,699
    
    
    
    
    
    
    
    287,699
    
    
    
    37,228
    
    
    
    324,927Change in fair value of hedges
    
    
    
    
    
    
    
    
    
    
    845
    
    
    
    845
    
    
    
    
    
    
    
    845Reclassification
adjustment for realized net gains
on marketable securities
    
    
    
    
    
    
    
    
    
    
    (1,794
    )
    
    
    (1,794
    )
    
    
    
    
    
    
    (1,794
    )Foreign currency exchange
translation
    
    
    
    
    
    
    
    
    
    
    1,721
    
    
    
    1,721
    
    
    
    
    
    
    
    1,721Comprehensive income
attributable to Common Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,699Preferred Unit distributions
    
    
    
    
    
    
    (958
    )
    
    
    
    
    
    
    (958
    )
    
    
    
    
    
    
    (958
    )Common Unit distributions
    
    
    
    
    
    
    (100,455
    )
    
    
    
    
    
    
    (100,455
    )
    
    
    (13,087
    )
    
    
    (113,542
    )A-1 Common Units converted into
A-2 Common Units
    
    
    
    
    
    
    49,351
    
    
    
    
    
    
    
    49,351
    
    
    
    (49,351
    )
    
    
    Issuance of Common Units under
Dividend Reinvestment Plan
    
    
    
    
    
    
    10,168
    
    
    
    
    
    
    
    10,168
    
    
    
    
    
    
    
    10,168Exercise of options
    
    
    
    
    
    
    5,891
    
    
    
    
    
    
    
    5,891
    
    
    
    
    
    
    
    5,891Issuance of A-1 Common Units in
exchange for real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,024
    
    
    
    1,024Equity-classified awards under
Compensation Plans
    
    
    
    
    
    
    (1,382
    )
    
    
    
    
    
    
    (1,382
    )
    
    
    
    
    
    
    (1,382
    )Adjustment to redemption value
    
    
    
    
    
    
    202,227
    
    
    
    
    
    
    
    202,227
    
    
    
    (202,227
    )
    
    
    Other, net
    
    
    
    
    
    
    1,644
    
    
    
    
    
    
    
    1,644
    
    
    
    (456
    )
    
    
    1,188Balances at March 31, 2007
    
    $
    50,000
    
    
    $
    4,984,986
    
    
    $
    4,292
    
    
    $
    5,039,278
    
    
    $
    1,491,148
    
    
    $
    6,530,426
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Archstone-Smith Operating Trust
 
 Condensed Consolidated Statements of Cash Flows
 (In thousands)
(Unaudited
 Three Months EndedMarch 31,2007
    
    
    2006Operating activities:Net earnings
    
    $
    324,927
    
    
    $
    143,892Adjustments to reconcile net earnings to net cash flow provided by operating activities:Depreciation and amortization
    
    
    78,871
    
    
    
    72,762Gains on dispositions of depreciated real estate
    
    
    (278,722
    )
    
    
    (82,191
    )Gains on sale of marketable equity securities
    
    
    (1,867
    )
    
    
    Change in swap value  DeWAG derivatives
    
    
    (258
    )
    
    
    Provision for possible loss on investments
    
    
    
    
    
    
    2,200Equity in earnings from unconsolidated entities
    
    
    2,050
    
    
    
    917Interest accrued on Mezzanine loans
    
    
    (1,336
    )
    
    
    (2,086
    )Change in other assets
    
    
    (18,630
    )
    
    
    1,092Change in accounts payable, accrued expenses and other liabilities
    
    
    (32,755
    )
    
    
    (16,966
    )Other, net
    
    
    4,741
    
    
    
    6,556Net cash flow provided by operating activities
    
    
    77,021
    
    
    
    126,176Investing activities:Real estate investments
    
    
    (365,264
    )
    
    
    (435,550
    )Change in investments in unconsolidated entities, net
    
    
    (18,736
    )
    
    
    (15,491
    )Proceeds from dispositions
    
    
    689,405
    
    
    
    280,133Change in restricted cash
    
    
    (350,083
    )
    
    
    315,532Change in notes receivable, net
    
    
    44,102
    
    
    
    (54,105
    )Other, net
    
    
    6,710
    
    
    
    (34,933
    )Net cash flow provided by investing activities
    
    
    6,134
    
    
    
    55,586Financing activities:Proceeds from Long-Term Unsecured Debt, net
    
    
    
    
    
    
    296,946Payments on Long-Term Unsecured Debt
    
    
    (34,750
    )
    
    
    (18,750
    )Proceeds from (payments on) unsecured credit facilities, net
    
    
    191,177
    
    
    
    (309,869
    )Principal repayment of mortgages payable, including prepayment penalties
    
    
    (71,373
    )
    
    
    (49,923
    )Regularly scheduled principal payments on mortgages payable
    
    
    (2,047
    )
    
    
    (4,406
    )Proceeds from Unsecured loans  International
    
    
    88,627
    
    
    
    Principal repayments on Unsecured loans  International
    
    
    (152,668
    )
    
    
    Proceeds from Common Units issued under DRIP and employee stock options
    
    
    16,059
    
    
    
    22,630Cash distributions paid on Common Units
    
    
    (113,542
    )
    
    
    (107,952
    )Cash distributions paid on Preferred Units
    
    
    (958
    )
    
    
    (958
    )Other, net
    
    
    (3,065
    )
    
    
    629Net cash flow used by financing activities
    
    
    (82,540
    )
    
    
    (171,653
    )Net change in cash and cash equivalents
    
    
    615
    
    
    
    10,109Cash and cash equivalents at beginning of period
    
    
    48,655
    
    
    
    13,638Cash and cash equivalents at end of period
    
    $
    49,270
    
    
    $
    23,747Significant non-cash investing and financing activities:A-1 Common Units issued in exchange for real estate
    
    $
    1,024
    
    
    $
    25,191A-1 Common Units converted to A-2 Common Units
    
    
    49,351
    
    
    
    23,552Assumption of mortgages payable upon purchase of apartment communities
    
    
    
    
    
    
    197,449
 
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Archstone-Smith Operating Trust
 
 Notes to Condensed Consolidated Financial Statements
 March 31, 2007 and 2006
(Unaudited)
 (1) Description of the Business and Summary of Significant Accounting Policies
 Business
  Interim Financial Reporting
   Use of Estimates
  Real Estate and Depreciation
  7




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Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
 Intangibles
   Revenue and Gain Recognition
 Accounting for Leases
 Rental Expenses
  Insurance Recoveries
  Legal Fees
  8




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Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
 Foreign Currency Translation
  Derivative Financial Instruments
  Income Taxes
   Comprehensive Income
   Net Unrealized
    
    
    
    
    
    
    
    
    
    
    AccumulatedGains on
    
    
    
    
    
    
    Foreign
    
    
    OtherMarketable
    
    
    Cash Flow
    
    
    Currency
    
    
    ComprehensiveSecurities
    
    
    Hedges
    
    
    Translation
    
    
    IncomeBalance at December 31, 2006
    
    $
    1,822
    
    
    $
    (554
    )
    
    $
    2,252
    
    
    $
    3,520Change in fair value of hedges
    
    
    
    
    
    
    789
    
    
    
    
    
    
    
    789Change in fair value of long-term debt hedges
    
    
    
    
    
    
    56
    
    
    
    
    
    
    
    56Reclassification adjustment for realized net
gains
    
    
    (1,794
    )
    
    
    
    
    
    
    
    
    
    
    (1,794
    )Foreign currency exchange translation
    
    
    
    
    
    
    
    
    
    
    1,721
    
    
    
    1,721Balance at March 31, 2007
    
    $
    28
    
    
    $
    291
    
    
    $
    3,973
    
    
    $
    4,292
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Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
 Per Unit Data
  Three Months EndedMarch 31,2007
    
    
    2006Reconciliation of numerator between basic and diluted
net earnings per Common Unit(1):Net earnings attributable to Common Units  Basic
    
    $
    323,969
    
    
    $
    142,934Interest on Convertible Debt
    
    
    7,295
    
    
    
    Net earnings attributable to Common Units  Diluted
    
    $
    331,264
    
    
    $
    142,934Reconciliation of denominator between basic and diluted
net earnings per Common Unit(1):Weighted average number of Common Units
outstanding  Basic
    
    
    249,982
    
    
    
    246,961Assumed conversion of Convertible Debt into Common Units
    
    
    9,039
    
    
    
    Incremental options
    
    
    854
    
    
    
    874Weighted average number of Common Units
outstanding  Diluted
    
    
    259,875
    
    
    
    247,835
 
 (1)
    
    Excludes the impact of potentially dilutive equity securities during periods in which
they are anti-dilutive.  Reclassifications
  New Accounting Pronouncements
 Accounting for Uncertainty in
Income Taxes  An Interpretation of FASB Statement No. 109.
   10




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Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
  Unrecognized Tax Benefits:Balance at January 1, 2007
    
    $
    2,021Current Period Interest
    
    
    69Balance at March 31, 2007.
    
    $
    2,090
  (2) Real Estate
 Investments in Real Estate
  March 31,
    
    
    December 31,2007
    
    
    2006Investment
    
    
    InvestmentOperating Trust Apartment Communities:Operating communities
    
    $
    10,899,899
    
    
    $
    11,208,052Communities under construction
    
    
    466,532
    
    
    
    406,881Development communities In Planning(1).
    
    
    94,970
    
    
    
    75,538Total Operating Trust apartment communities
    
    
    11,461,401
    
    
    
    11,690,471Ameriton(1)
    
    
    626,191
    
    
    
    585,524International
    
    
    929,037
    
    
    
    851,593Other real estate assets(2)
    
    
    60,246
    
    
    
    60,052Total real estate
    
    $
    13,076,875
    
    
    $
    13,187,640
 
 (1)
    
    Includes development communities In Planning  Owned but excludes In Planning  Under
Control. Our investment as of March 31, 2007 and December 31, 2006 for development
communities In Planning  Under Control was $10.9 million and $7.6 million, respectively,
and is reflected in the Other assets caption of our Condensed Consolidated Balance
Sheets.(2)
    
    Includes land that is not In Planning and other non-multifamily real estate assets.  Balance at December 31, 2006
    
    $
    13,187,640Acquisition-related expenditures
    
    
    165,125Redevelopment expenditures
    
    
    8,873Recurring capital expenditures
    
    
    7,731Development expenditures, including initial acquisition costs
    
    
    130,665Acquisition of land for development
    
    
    41,283Dispositions
    
    
    (466,379
    )Other
    
    
    500Net apartment community activity
    
    
    (112,202
    )Change in other real estate assets
    
    
    1,437Balance at March 31, 2007
    
    $
    13,076,875
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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
  (3) DeWAG Acquisition
   Real estate
    
    $
    646,285Other assets
    
    
    67,722Intangible assets
    
    
    30,958Goodwill
    
    
    34,490Total assets
    
    $
    779,455Mortgages payable
    
    $
    407,933Other liabilities
    
    
    10,759Deferred tax liability
    
    
    69,327Intangible liabilities
    
    
    20,514Total liabilities
    
    
    508,533Net assets acquired
    
    $
    270,922
  WeightedAverageGross
    
    
    
    
    
    UsefulCarrying
    
    Accumulated
    
    Life (inAmount
    
    Amortization
    
    years)Non-compete agreements.
    
    $
    19,869
    
    
    $
    (3,725
    )
    
    
    4In-place leases
    
    
    12,893
    
    
    
    (2,417
    )
    
    
    4Total intangible assets
    
    $
    32,762
    
    
    $
    (6,142
    )Below-market leases
    
    $
    21,711
    
    
    $
    (4,071
    )
    
    
    4Total intangible liabilities
    
    $
    21,711
    
    
    $
    (4,071
    )
 12




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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
 Estimated net amortization for the year ended2007
    
    $
    2,7632008
    
    $
    2,7632009
    
    $
    2,7632010
    
    $
    1,382
  Balance December 31, 2006
    
    $
    35,450Purchase accounting adjustment
    
    
    (481
    )Change in foreign currency translation
    
    
    355Balance March 31, 2007
    
    $
    35,324
 (4) Discontinued Operations
    Three Months EndedMarch 31,2007
    
    
    2006Rental revenues
    
    $
    31,254
    
    
    $
    77,504Rental expenses
    
    
    (7,997
    )
    
    
    (22,014
    )Real estate taxes
    
    
    (3,616
    )
    
    
    (10,260
    )Depreciation on real estate investments
    
    
    (6,654
    )
    
    
    (16,215
    )Interest expense(1)
    
    
    (7,027
    )
    
    
    (16,224
    )Income taxes from taxable REIT subsidiaries
    
    
    (358
    )
    
    
    (422
    )Provision for possible loss on real estate investment
    
    
    
    
    
    
    (2,200
    )Debt extinguishment costs related to dispositions
    
    
    (746
    )
    
    
    (863
    )Gains from the disposition of REIT real estate investments, net
    
    
    275,197
    
    
    
    67,467Internal disposition costs  REIT transactions(2)
    
    
    (709
    )
    
    
    (649
    )Gains from the disposition of taxable subsidiary real estate investments, net
    
    
    3,525
    
    
    
    14,724Internal disposition costs  taxable subsidiary transactions(2)
    
    
    (141
    )
    
    
    (1,108
    )Earnings from discontinued apartment communities
    
    $
    282,728
    
    
    $
    89,740
 
 (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. 13




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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
 
 (2)
    
    Represents the direct and incremental compensation and related costs associated with
the employees dedicated to our significant disposition activity.  Accounting for the Impairment or Disposal of Long-Lived Assets,
 (5) Investments in and Advances to Unconsolidated Entities
 Real Estate Joint Ventures
   March 31,
    
    
    December 31,2007
    
    
    2006Assets:Real estate
    
    $
    1,589,914
    
    
    $
    1,530,659Other assets
    
    
    165,946
    
    
    
    213,569Total assets
    
    $
    1,755,860
    
    
    $
    1,744,228Liabilities and owners equity:Inter-company debt payable to Operating Trust
    
    $
    512
    
    
    $
    1,519Mortgages payable(1)
    
    
    1,080,560
    
    
    
    1,063,451Other liabilities
    
    
    65,932
    
    
    
    126,048Total liabilities
    
    
    1,147,004
    
    
    
    1,191,018Owners equity
    
    
    608,856
    
    
    
    553,210Total liabilities and owners equity
    
    $
    1,755,860
    
    
    $
    1,744,228
 
 (1)
    
    The Operating Trust guarantees $288.8 million of the outstanding debt balance as of
March 31, 2007 and is committed to guarantee another $43.1 million upon funding of
additional debt.  Three Months EndedMarch 31,2007
    
    
    2006Operating Trust Joint VenturesRevenues
    
    $
    37,483
    
    
    $
    31,008Net Earnings(1)
    
    
    (2,589
    )
    
    
    2,179Ameriton Joint VenturesRevenues
    
    $
    128
    
    
    $
    141Net Earnings(2)
    
    
    3,850
    
    
    
    18,362TotalRevenues
    
    $
    37,611
    
    
    $
    31,149Net Earnings
    
    $
    1,261
    
    
    $
    20,541
 14




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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
 
 (1)
    
    There were no gains associated with the disposition of Operating Trust Joint Venture
assets for the three months ended March 31, 2007 and 2006.(2)
    
    Includes Ameritons share of pre-tax gains associated with the disposition of real
estate joint venture assets. The gains for the three months ended March 31, 2007 and 2006
were $3.9 million and $19.6 million, respectively. (6) Mortgage and Other Notes Receivable
  Balance at December 31, 2006
    
    $
    123,261Funding of additional notes
    
    
    464Accrued interest
    
    
    1,336Prepayments
    
    
    (44,560
    )Balance at March 31, 2007
    
    $
    80,501
  (7) Borrowings
 Unsecured Credit Facilities
   March 31, 2007
    
    December 31, 2006Total unsecured revolving credit facility
    
    $
    600,000
    
    
    $
    600,000Borrowings outstanding at end of period
    
    
    228,552
    
    
    
    80,000Outstanding letters of credit under this facility
    
    
    9,211
    
    
    
    14,880Weighted average daily borrowings
    
    
    160,160
    
    
    
    100,474Maximum borrowings outstanding during the period
    
    
    242,417
    
    
    
    360,000Weighted average daily nominal interest rate
    
    
    5.4
    %
    
    
    5.0
    %Weighted average daily effective interest rate
    
    
    5.6
    %
    
    
    6.3
    %
 15




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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
  Unsecured Loans  International
  Long-Term Unsecured Debt
  Effective
    
    
    
    
    
    
    
    
    
    
    AverageCoupon
    
    
    Interest
    
    
    Balance at
    
    
    Balance at
    
    
    RemainingType of Debt
    
    Rate(1)
    
    
    Rate(1) (2)
    
    
    March 31, 2007
    
    
    December 31, 2006
    
    
    Life (Years)Long-term unsecured senior notes
    
    
    5.4
    %
    
    
    5.6
    %
    
    $
    3,261,759
    
    
    $
    3,279,404
    
    
    
    5.3Unsecured tax-exempt bonds
    
    
    4.0
    %
    
    
    4.3
    %
    
    
    59,943
    
    
    
    76,295
    
    
    
    14.8Total/Weighted average
    
    
    5.4
    %
    
    
    5.5
    %
    
    $
    3,321,702
    
    
    $
    3,355,699
    
    
    
    5.3
 
 (1)
    
    Represents a fixed rate for the long-term unsecured notes and a variable rate for the
unsecured tax-exempt bonds.(2)
    
    Includes the effect of fair value hedges, loan cost amortization and other ongoing
fees and expenses, where applicable. Mortgages Payable
   Outstanding Balance at(1)Effective InterestMarch 31, 2007
    
    
    December 31, 2006
    
    
    Rate(2)Secured floating rate debt:Tax-exempt debt
    
    $
    866,720
    
    
    $
    935,536
    
    
    
    5.1
    %Conventional mortgages
    
    
    157,377
    
    
    
    167,020
    
    
    
    4.7
    %Total Floating
    
    
    1,024,097
    
    
    
    1,102,556
    
    
    
    5.0
    %Secured fixed rate debt:Tax-exempt debt
    
    
    3,085
    
    
    
    3,086
    
    
    
    6.4
    %Conventional mortgages
    
    
    1,648,448
    
    
    
    1,651,650
    
    
    
    5.8
    %Other secured debt
    
    
    18,661
    
    
    
    18,942
    
    
    
    4.6
    %Total Fixed
    
    
    1,670,194
    
    
    
    1,673,678
    
    
    
    5.8
    %Total mortgages payable
    
    $
    2,694,291
    
    
    $
    2,776,234
    
    
    
    5.5
    %
 16




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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
 
 (1)
    
    Includes the unamortized fair market value adjustment associated with assumption of
fixed rate mortgages in connection with real estate acquisitions. The unamortized balance
aggregated $40.8 million and $43.9 million at March 31, 2007 and December 31, 2006
respectively, and is being amortized as a credit to interest expense over the life of the
underlying debt.(2)
    
    Includes the effect of fair value hedges, credit enhancement fees, the amortization
of fair market value purchase adjustment, and other related costs, where applicable.  Balance at December 31, 2006
    
    $
    2,776,234Regularly scheduled principal amortization
    
    
    (2,047
    )Prepayments, final maturities and other
    
    
    (79,896
    )Balance at March 31, 2007
    
    $
    2,694,291
 Other
   (8) Distributions to Unitholders
  Quarterly
    
    AnnualizedCash
    
    CashDistribution
    
    DistributionPer Unit
    
    Per UnitCommon Units
    
    $
    0.4525
    
    
    $
    1.81Series I Perpetual Preferred Units(1)
    
    
    1,915
    
    
    
    7,660
 
 (1)
    
    Series I Preferred Units have a par value of $100,000 per unit. (9) Benefit Plans and Implementation of SFAS 123R
   17




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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
   Option Awards
    
    RSU AwardsWeighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    AverageOptions
    
    Exercise Price
    
    Units
    
    Grant PriceBalance, December 31, 2006
    
    
    1,831,355
    
    
    $
    30.14
    
    
    
    946,615
    
    
    $
    31.82Granted
    
    
    388,017
    
    
    $
    58.62
    
    
    
    175,176
    
    
    $
    58.62Exercised/Settled
    
    
    (165,369
    )
    
    $
    33.70
    
    
    
    (99,532
    )
    
    $
    28.86Forfeited
    
    
    (22,306
    )
    
    $
    42.63
    
    
    
    0
    
    
    $
    0Expired
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    $
    0Balance, March 31, 2007
    
    
    2,031,697
    
    
    $
    35.16
    
    
    
    1,022,259
    
    
    $
    36.72
  Options
   Restricted Share Units
  18




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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
  Special Long-Term Incentive Program
  Summary
  (10) Segment Data
   Three Months EndedMarch 31,2007
    
    
    2006Reportable apartment communities segment revenues:Same-Store:Garden communities
    
    $
    116,538
    
    
    $
    108,760High-Rise properties
    
    
    84,436
    
    
    
    79,598Non Same-Store and other:Garden communities
    
    
    15,110
    
    
    
    2,812High-Rise communities
    
    
    29,257
    
    
    
    11,368Ameriton communities(1)
    
    
    2,193
    
    
    
    430International and other non-reportable operating
segment revenues
    
    
    20,598
    
    
    
    4,766Total segment and consolidated rental revenues
    
    $
    268,132
    
    
    $
    207,734
 19




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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
 Three Months EndedMarch 312007
    
    
    2006Reportable apartment communities segment NOI:Same-Store:Garden communities
    
    $
    82,350
    
    
    $
    76,656High-Rise communities
    
    
    58,155
    
    
    
    55,089Non Same-Store and other:Garden communities
    
    
    7,672
    
    
    
    1,399High-Rise communities
    
    
    17,929
    
    
    
    6,931Ameriton communities(1)
    
    
    1,114
    
    
    
    (2
    )International and other non-reportable operating
segment
    
    
    11,242
    
    
    
    3,434Total segment NOI
    
    $
    178,462
    
    
    $
    143,507Reconciling items:Other income
    
    
    15,754
    
    
    
    16,216Depreciation on real estate investments
    
    
    (67,492
    )
    
    
    (53,359
    )Interest expense
    
    
    (67,293
    )
    
    
    (45,527
    )General and administrative expenses
    
    
    (18,998
    )
    
    
    (15,385
    )Other expenses
    
    
    (955
    )
    
    
    (10,354
    )Consolidated earnings from operations
    
    $
    39,478
    
    
    $
    35,098
 
 (1)
    
    While rental revenue and NOI are the primary measures we use to evaluate the
performance of our assets, management also utilizes gains from the disposition of real
estate when evaluating the performance of Ameriton as its primary focus is the
opportunistic acquisition, development and eventual disposition of real estate with a short
term investment horizon. Pre-tax net gains from the disposition of Ameriton operating
communities were $3.4 million and $13.6 million for the three months ended March 31, 2007
and 2006, respectively. These gains are classified within discontinued operations.
Additionally, Ameriton had gains from the sale of unconsolidated joint venture assets that
are classified within income from unconsolidated entities and gains from land sales that
are classified within other income. Ameriton assets are excluded from our Same-Store
population as they are acquired or developed to achieve short-term opportunistic gains, and
therefore, the average holding period is typically much shorter than the holding period of
assets operated by the Operating Trust. March 31,
    
    
    December 31,2007
    
    
    2006Reportable operating communities segment assets, net:Same-Store:Garden communities
    
    $
    3,598,470
    
    
    $
    3,610,111High-Rise properties
    
    
    3,055,678
    
    
    
    3,070,712Non Same-Store:Garden communities
    
    
    1,330,053
    
    
    
    1,527,922High-Rise properties
    
    
    1,692,038
    
    
    
    1,699,610Ameriton
    
    
    446,426
    
    
    
    412,030FHA/ADA settlement accrual
    
    
    22,701
    
    
    
    29,185International
    
    
    915,661
    
    
    
    843,003Other non-reportable operating segment assets
    
    
    154,709
    
    
    
    153,567Total segment assets
    
    
    11,215,736
    
    
    
    11,346,140Real estate held-for-sale, net
    
    
    885,622
    
    
    
    884,354Total segment assets
    
    
    12,101,358
    
    
    
    12,230,494Reconciling items:Investment in and advances to unconsolidated entities
    
    
    252,014
    
    
    
    235,323Cash and cash equivalents
    
    
    49,270
    
    
    
    48,655Restricted cash in tax-deferred exchange escrow
    
    
    669,395
    
    
    
    319,312Other assets
    
    
    389,464
    
    
    
    425,343Consolidated total assets
    
    $
    13,461,501
    
    
    $
    13,259,127
 20




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##### Table of Contents



Archstone-Smith Operating Trust
 Notes to Condensed Consolidated Financial Statements (Continued)
  (11) Litigation and Contingencies
     21




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        
 22




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following information should be read in conjunction with Archstone-Smith Operating Trusts
2006 Form 10-K as well as the financial statements and notes included in Item 1 of this report.
 Forward-Looking Statements
 Certain statements in this Form 10-Q 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 can develop, acquire or dispose of
apartment communities. Capital and credit market conditions, which affect our cost of capital,
also influence operating results. See Archstone-Smith Operating Trusts 2006 Form 10-K , Item 1.
Business, for a more complete discussion of risk factors that could impact our future financial
performance.
 The Company
  Results of Operations
 Executive Summary
  
    
    NOI increased due primarily to an increase of 6.8% in NOI for our Same-Store
communities as well as the DeWAG transaction.
    
    Other income was lower due primarily to lower insurance recoveries offset by an
increase in interest income resulting from higher restricted cash balances attributable
to our 1031 exchange disposition transactions.
    
    Higher depreciation and interest expense was due to the increase in the size of the
real estate portfolio and the related financing activities, respectively. Rising
interest rates also influenced the increase in interest expense.
    
    General and administrative expenses increased principally as a result of our
international expansion.
    
    Other expenses were lower in 2007 due principally to $8.4 million of Ameriton income
tax expense recorded in 2006 related primarily to disposition gains.
    
    Earnings from unconsolidated entities was higher in 2006 primarily due to higher
gains on the sale of Ameriton joint venture assets.
    
    The increase in gains on disposition of real estate was driven principally by
significantly higher volume of REIT dispositions in 2007.
 23




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##### Table of Contents



Reconciliation of Quantitative Summary to Condensed Consolidated Statements of Earnings
  Three Months Ended March 31, 2007
    
    
    Three Months Ended March 31, 2006Continuing
    
    
    Discontinued
    
    
    
    
    
    
    Continuing
    
    
    DiscontinuedOperations
    
    
    Operations
    
    
    Total
    
    
    Operations
    
    
    Operations
    
    
    TotalRental revenue
    
    $
    268,132
    
    
    $
    31,254
    
    
    $
    299,386
    
    
    $
    207,734
    
    
    $
    77,504
    
    
    $
    285,238Other income
    
    
    15,754
    
    
    
    
    
    
    
    15,754
    
    
    
    16,216
    
    
    
    
    
    
    
    16,216Property operating
expenses (rental
expenses and real
estate taxes)
    
    
    89,670
    
    
    
    11,613
    
    
    
    101,283
    
    
    
    64,227
    
    
    
    32,274
    
    
    
    96,501Depreciation on
real estate
investments
    
    
    67,492
    
    
    
    6,654
    
    
    
    74,146
    
    
    
    53,359
    
    
    
    16,215
    
    
    
    69,574Interest expense
    
    
    67,293
    
    
    
    7,027
    
    
    
    74,320
    
    
    
    45,527
    
    
    
    16,224
    
    
    
    61,751General and
administrative
expenses
    
    
    18,998
    
    
    
    
    
    
    
    18,998
    
    
    
    15,385
    
    
    
    
    
    
    
    15,385Other expense
    
    
    955
    
    
    
    1,104
    
    
    
    2,059
    
    
    
    10,354
    
    
    
    3,485
    
    
    
    13,839Income from
unconsolidated
entities
    
    
    695
    
    
    
    
    
    
    
    695
    
    
    
    18,878
    
    
    
    
    
    
    
    18,878Other non-operating
income
    
    
    2,026
    
    
    
    
    
    
    
    2,026
    
    
    
    176
    
    
    
    
    
    
    
    176Gains, net of
disposition costs
    
    
    
    
    
    
    277,872
    
    
    
    277,872
    
    
    
    
    
    
    
    80,434
    
    
    
    80,434Net earnings
    
    $
    42,199
    
    
    $
    282,728
    
    
    $
    324,927
    
    
    $
    54,152
    
    
    $
    89,740
    
    
    $
    143,892
 Quantitative Summary
 including
 24




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##### Table of Contents



Three Months Ended March 31,Increase/2007
    
    
    2006
    
    
    (Decrease)Rental revenues:Same-Store(1)
    
    $
    226,827
    
    
    $
    213,201
    
    
    $
    13,626Non Same-Store and other
    
    
    48,581
    
    
    
    59,559
    
    
    
    (10,978
    )Ameriton
    
    
    3,380
    
    
    
    7,712
    
    
    
    (4,332
    )Non-multifamily
    
    
    1,608
    
    
    
    3,002
    
    
    
    (1,394
    )International
    
    
    18,990
    
    
    
    1,764
    
    
    
    17,226Total rental revenues
    
    
    299,386
    
    
    
    285,238
    
    
    
    14,148Property operating expenses
(rental expenses and real
estate taxes):Same-Store(1)
    
    
    68,922
    
    
    
    65,392
    
    
    
    3,530Non Same-Store and other
    
    
    21,378
    
    
    
    25,851
    
    
    
    (4,473
    )Ameriton
    
    
    1,628
    
    
    
    3,927
    
    
    
    (2,299
    )Non-multifamily
    
    
    216
    
    
    
    541
    
    
    
    (325
    )International
    
    
    9,139
    
    
    
    790
    
    
    
    8,349Total property operating
expenses
    
    
    101,283
    
    
    
    96,501
    
    
    
    4,782Net operating income
(rental revenues less
property operating expenses).
    
    
    198,103
    
    
    
    188,737
    
    
    
    9,366Margin (NOI/rental revenues):
    
    
    66.2
    %
    
    
    66.2
    %
    
    
    0.0
    %Average occupancy during
period:(2)
    
    
    93.2
    %
    
    
    95.2
    %
    
    
    (2.0
    %)Other income
    
    
    15,754
    
    
    
    16,216
    
    
    
    (462
    )Depreciation of real estate
investments
    
    
    74,146
    
    
    
    69,574
    
    
    
    4,572Interest expense
    
    
    87,207
    
    
    
    74,522
    
    
    
    12,685Capitalized interest
    
    
    12,887
    
    
    
    12,771
    
    
    
    116Net interest expense
    
    
    74,320
    
    
    
    61,751
    
    
    
    12,569General and administrative
expenses
    
    
    18,998
    
    
    
    15,385
    
    
    
    3,613Other expense
    
    
    2,059
    
    
    
    13,839
    
    
    
    (11,780
    )Earnings from continuing and
discontinued operations.......
    
    
    44,334
    
    
    
    44,404
    
    
    
    (70
    )Equity in earnings from
unconsolidated entities
    
    
    695
    
    
    
    18,878
    
    
    
    (18,183
    )Other non-operating income
    
    
    2,026
    
    
    
    176
    
    
    
    1,850Gains on disposition of real
estate investments, net of
disposition costsTaxable subsidiaries
    
    
    3,384
    
    
    
    13,616
    
    
    
    (10,232
    )REIT
    
    
    274,488
    
    
    
    66,818
    
    
    
    207,670Net earnings
    
    
    324,927
    
    
    
    143,892
    
    
    
    181,035
 
 (1)
    
    Reflects revenues and operating expenses for Same-Store communities that were owned on
March 31, 2007 and fully operating during both of the comparison periods.(2)
    
    Does not include occupancy associated with properties owned by Ameriton, located in
Germany or operated under the Oakwood Master Leases. 25




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##### Table of Contents



Property-level operating results
  Same-Store Analysis
  Same-Store
    
    Same-StoreRevenue
    
    Expense
    
    Same-StoreGrowth
    
    Growth
    
    NOI GrowthQ1 2007 vs.
    
    Q1 2007 vs.
    
    Q1 2007 vs.Q1 2006
    
    Q1 2006
    
    Q1 2006Garden
    
    
    6.6
    %
    
    
    4.7
    %
    
    
    7.4
    %High-Rise
    
    
    6.1
    %
    
    
    6.5
    %
    
    
    5.9
    %Average
    
    
    6.4
    %
    
    
    5.4
    %
    
    
    6.8
    %
  Non Same-Store and Other Analysis
  Ameriton
  International
  Other Income
  Depreciation Expense
  26




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##### Table of Contents



Interest Expense
  General and Administrative Expenses
  Other Expense
  Equity in Earnings from Unconsolidated Entities
  Other Non-Operating Income
  Gains on Real Estate Dispositions
  Discontinued Operations Analysis
  Three Months EndedMarch 31,2007
    
    
    2006Rental revenues
    
    $
    31,254
    
    
    $
    77,504Rental expenses
    
    
    (7,997
    )
    
    
    (22,014
    )Real estate taxes
    
    
    (3,616
    )
    
    
    (10,260
    )Depreciation on real estate investments
    
    
    (6,654
    )
    
    
    (16,215
    )Interest expense(1)
    
    
    (7,027
    )
    
    
    (16,224
    )Income taxes from taxable REIT subsidiaries
    
    
    (358
    )
    
    
    (422
    )Provision for possible loss on real estate investment
    
    
    
    
    
    
    (2,200
    )Debt extinguishment costs related to dispositions
    
    
    (746
    )
    
    
    (863
    )Gains on disposition of real estate investments, net
of disposition costs:Taxable subsidiaries
    
    
    3,384
    
    
    
    13,616REIT
    
    
    274,488
    
    
    
    66,818Total discontinued operations
    
    $
    282,728
    
    
    $
    89,740Number of communities sold during the period
    
    
    12
    
    
    
    7Number of sold communities included in discontinued
operations NOI
    
    
    12
    
    
    
    56Number of communities classified as held-for-sale
and included in discontinued operations NOI
as of March 31, 2007
    
    
    16
    
    
    
    15
 
 (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. 27




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##### Table of Contents



Liquidity and Capital Resources
  Scheduled Debt Maturities and Interest Payment Requirements
     Unitholder Distribution Requirements
  28




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##### Table of Contents



Planned Investments
  Planned Investments(in thousands)Discretionary
    
    
    CommittedCommunities under redevelopment
    
    $
    603
    
    
    $
    3,597Communities under construction
    
    
    
    
    
    
    503,969Communities In Planning and owned
    
    
    1,376,067
    
    
    
    Communities In Planning and Under Control
    
    
    660,418
    
    
    
    Community acquisitions under contract
    
    
    309,000
    
    
    
    FHA/ADA settlement capital accrual
    
    
    
    
    
    
    22,701Total
    
    $
    2,346,088
    
    
    $
    530,267
   Funding Sources
  Litigation and Contingencies
    29




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##### Table of Contents



Critical Accounting Policies
  Internal Cost Capitalization
   Valuation of Real Estate
 Accounting for Impairment or Disposal of
Long-Lived Assets,
   30




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##### Table of Contents



Capital Expenditures and Depreciable Lives
   Pursuit Costs
   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
  31




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  Changes in Internal Controls over Financial Reporting
  32




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  33




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##### Table of Contents



SIGNATURES
  ARCHSTONE-SMITH OPERATING TRUSTBY:
    
    /s/ R. SCOT SELLERS

R. Scot SellersChairman andChief Executive OfficerBY:
    
    /s/ CHARLES E. MUELLER, JR.

Charles E. Mueller, Jr.Chief Financial Officer(Principal Financial Officer)BY:
    
    /s/ MARK A. SCHUMACHER

Mark A. SchumacherSenior Vice President and Chief Accounting Officer(Principal Accounting Officer)
  34




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##### Table of Contents



Item 6. Exhibits
 3.1
    
    Amended and Restated Declaration of Trust of Archstone-Smith Trust (incorporated by reference to
Exhibit 3.1 to Archstone-Smith Trusts Current Report of Form 8-K filed with the SEC on June 2,
2006)3.3
    
    Restated Bylaws of Archstone-Smith Trust (incorporated by reference to Exhibit 3.2 to the
Archstone-Smith Trusts Current Report on Form 8-K filed with the SEC on June 2, 2006)10.1
    
    Amended and Restated Declaration of Trust of Archstone-Smith Operating Trust (incorporated by
reference to Exhibit 4.1 to the Archstone-Smith Trusts Current Report on Form 8-K filed with the
SEC on June 2, 2006)10.2
    
    Bylaws of Archstone-Smith Operating Trust (incorporated by reference to Exhibit 4.2 to the
Archstone-Smith Trusts Current Report on Form 8-K filed with the SEC on June 2, 2006)12.1
    
    Computation of Ratio of Earnings to Fixed Charges12.2
    
    Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Unit Distributions15.1
    
    Independent Registered Public Accounting Firm Awareness Letter31.1
    
    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
 35