UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Commission File Number 1-10272

ARCHSTONE-SMITH OPERATING TRUST

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)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing for the past 90 days.

Yes    þ     No    o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes    þ     No    o

     At May 2, 2005 there were approximately 21,257,000 of the Registrant’s Common Units outstanding held by non-affiliates.

Table of Contents

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PART I — FINANCIAL INFORMATION

Archstone-Smith Operating Trust

Condensed Consolidated Balance Sheets

(In thousands, except unit data)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Archstone-Smith Operating Trust

Condensed Consolidated Statements of Earnings

(In thousands, except per unit amounts)
(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Archstone-Smith Operating Trust

Condensed Consolidated Statement of Unitholders’ Equity,

Three Months Ended March 31, 2005

(In thousands)
(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Archstone-Smith Operating Trust

Condensed Consolidated Statements of Cash Flows

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements

March 31, 2005 and 2004

(1) Description of the Business and Summary of Significant Accounting Policies

Business

     Archstone-Smith is structured as an UPREIT under which all property ownership and business operations are conducted through the Operating Trust. Archstone-Smith is our sole trustee and owns approximately 89.2% of the Operating Trust’s outstanding Common Units; the remaining 10.8% are owned by minority interest holders. As used herein, “we”, “our” and the “company” refers to the Operating Trust and Archstone-Smith, collectively, except where the context otherwise requires. Archstone-Smith is an equity REIT organized under the laws of the State of Maryland. We focus on creating value for our shareholders by acquiring, developing and operating apartments in markets characterized by very expensive single-family home prices, limited land on which to build new housing and a strong, diversified economic base with employment growth potential.

Interim Financial Reporting

     The accompanying condensed consolidated financial statements of the Operating Trust are unaudited and certain information and footnote disclosures normally included in financial statements have been omitted. While management believes that the disclosures presented are adequate for interim reporting, these interim financial statements should be read in conjunction with the financial statements and notes included in the Operating Trust’s 2004 Form 10-K. See the glossary in our 2004 Form 10-K for all defined terms not defined herein.

     In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary for a fair presentation of the Operating Trust’s financial statements for the interim periods presented. The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for the entire year.

Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the financial statements and the related notes. Actual results could differ from management’s estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period they are determined to be necessary.

Loss Contingencies

     We accrue for loss contingencies when it is probable that a loss will be incurred and that loss can be reasonably estimated consistent with the criteria established in SFAS No. 5 “Accounting for Contingencies.” We also record insurance recoveries up to the amount of the actual loss contingency when the insurance recovery is both probable and can be reasonably estimated.

Legal Fees

     We generally recognize legal expenses as incurred; however, if such fees are related to the accrual for an estimated legal settlement, we accrue for the related incurred and anticipated legal fees at the same time we accrue the cost of settlement.

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

Marketable Securities and Other Investments

     All publicly traded equity securities are classified as “available for sale” and carried at fair value, with unrealized gains and losses reported as a separate component of shareholders’ equity. Private investments, for which we do not have the ability to exercise significant influence, are accounted for at cost. Declines in the value of public and private investments that management determines are other than temporary are recorded as a provision for loss on investments. We recognized a $23.5 million gain on the sale of marketable equity securities related to the sale of our Rent.com investment to eBay during the three months ended March 31, 2005.

Real Estate Depreciation

     We allocate the cost of newly acquired properties between net tangible and identifiable intangible assets. The primary intangible asset associated with an apartment community acquisition is the value of the existing lease agreements. When allocating cost to an acquired property, we first allocate costs to the estimated intangible value of the existing lease agreements and then to the estimated value of the land, building and fixtures assuming the property is vacant. We estimate the intangible value of the lease agreements by determining the lost revenue associated with a hypothetical lease-up. We depreciate the building and fixtures based on the expected useful life of the asset and amortize the intangible value of the lease agreements over the average remaining life of the existing leases.

Income Taxes

     Archstone-Smith made an election to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and we believe we qualify as a REIT and have made all required distributions of our taxable income. Accordingly, no provision has been made for federal income taxes at the trust level.

     We primarily incur income taxes through our consolidated taxable REIT subsidiary called Ameriton. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.

Preferred Unit Redemptions

     When redeeming Preferred Units, we recognize unit issuance costs as a charge to earnings in accordance with Financial Accounting Standards Board (“FASB”) — Emerging Issues Task Force (“EITF”) Topic D-42, “The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock.” In July 2003, the Securities and Exchange Commission (“SEC”) staff issued a clarification of the SEC’s position on the application of FASB-EITF Topic D-42. The SEC staff’s position, as clarified, is that in applying Topic D-42, the carrying value of preferred units that are redeemed should be reduced by the amount of original issuance costs, regardless of where in unitholders’ equity those costs are reflected.

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

Stock-Based Compensation

     As of March 31, 2005, the company has one stock-based employee compensation plan. Effective January 1, 2003, the company adopted the fair value recognition provision of SFAS No. 123, “Accounting for Stock-Based Compensation,” prospectively to all employee awards granted, modified or settled after January 1, 2003, which results in expensing of options. During 2005, we granted approximately 311,000 Restricted Share Units and 506,000 stock options. During 2004, we granted approximately 300,000 Restricted Share Units and 648,000 stock options. For employee awards granted prior to January 1, 2003, the company accounted for this plan under the recognition and measurement provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. With respect to options granted under the plan prior to January 1, 2003, no stock-based employee compensation expense is reflected in the accompanying condensed consolidated statements of earnings, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net earnings and earnings per unit if the fair value based method had been applied to all outstanding and unvested awards in each period (dollar amounts in thousands, except per unit amounts):

Comprehensive Income

     Comprehensive income, which is defined as net earnings and all other non-owner changes in equity, is displayed in the accompanying Condensed Consolidated Statements of Unitholders’ Equity, Other Common Unitholders’ Interest and Comprehensive Income/(Loss). Other comprehensive income/(loss) reflects unrealized holding gains and losses on the available-for-sale investments and changes in the fair value of effective cash flow hedges.

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

     Our accumulated other comprehensive income/(loss) for the three months ended March 31, 2005 was as follows (in thousands):

Per Unit Data

     Following is a reconciliation of basic net earnings attributable to Common Units to diluted net earnings per Common Unit for the periods indicated (in thousands):

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

(2) Real Estate

Investments in Real Estate

     Investments in real estate, at cost, were as follows (dollar amounts in thousands):

     The change in investments in real estate, at cost, consisted of the following (in thousands):

     At March 31, 2005 we had unfunded contractual commitments related to real estate investment activities aggregating approximately $435.8 million, of which $409.5 million related to communities under construction.

(3) Discontinued Operations

     The results of operations for properties sold during the period or designated as held-for-sale at the end of the period are required to be classified as discontinued operations. The property specific components of net earnings that are classified as discontinued operations include rental revenues, rental expenses, real estate taxes, depreciation expense, income taxes, debt extinguishment expense and interest expense (actual interest expense for encumbered properties and a pro-rata allocation of interest expense for any unencumbered property up to our weighted average leverage ratio), as well as the net gain or loss on the disposition of properties.

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

     Consistent with our capital recycling program, we have five operating apartment communities, representing 1,549 units (unaudited), classified as held for sale under the provisions of SFAS No. 144, at March 31, 2005. Accordingly, we have classified the operating earnings from these five properties within discontinued operations for the years ended March 31, 2005 and 2004. During the three months ended March 31, 2005, we sold five Archstone-Smith and Ameriton operating communities. The operating results of these five communities and the related gain/loss on sale are also included in discontinued operations for 2005 and 2004. During the twelve months ended December 31, 2004, we sold 30 Archstone-Smith and Ameriton operating communities. The operating results of these 30 communities and the related gain/loss on the sale are also included in discontinued operations for the quarter ended March 31, 2004.

The following is a summary of net earnings from discontinued operations (in thousands):

     Assets held for sale as of March 31, 2005, represented gross real estate of $188.8 million and $137.0 million with no related mortgages payable at March 31, 2005 and December 31, 2004, respectively. Additionally, of our investment in real estate at December 31, 2004, we disposed of $279.9 million of real estate and paid off related mortgages of $71.9 million during the three months ended March 31, 2005.

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

(4) Investments in and Advances to Unconsolidated Entities

Real Estate Joint Ventures

     We have investments in entities that we account for using the equity method. At March 31, 2005, the investment balance consisted of $70.5 million in our joint ventures and $28.8 million in Ameriton joint ventures. At December 31, 2004, the investment balance consisted of $74.1 million in our joint ventures and $37.4 million in Ameriton joint ventures.

     Combined summary balance sheet data for our investments in unconsolidated entities presented on a stand-alone basis follows (in thousands):

     Selected summary results of operations for our unconsolidated investees presented on a stand-alone basis follows (in thousands):

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

(5) Mezzanine Notes Receivable

     During the first quarter of 2005, we entered into four mezzanine note agreements as a lender to third parties. As of March 31, 2005 and December 31, 2004, we had a total of $49.0 million and $8.7 million in mezzanine notes receivable, respectively and a commitment to fund an additional $20.0 million on existing agreements. During the three months ended March 31, 2005, we recognized a total of $0.9 million in interest income associated with mezzanine notes receivable. There was no comparable interest income for the same period in 2004.

(6) Borrowings

Unsecured Credit Facilities

     The following table summarizes our revolving credit facility borrowings under our line of credit (in thousands, except for percentages):

     We also have a short-term unsecured borrowing agreement with JPMorgan Chase Bank, which provides for maximum borrowings of $100 million. The borrowings under the agreement bear interest at an overnight rate agreed to at the time of borrowing and ranged from 2.75% to 3.10% during 2005. There were $72.8 million borrowings outstanding under the agreement at March 31, 2005 and no borrowings outstanding under this agreement at December 31, 2004.

Long-Term Unsecured Debt

     A summary of our Long-Term Unsecured Debt outstanding at March 31, 2005 and December 31, 2004 follows (dollar amounts in thousands):

     The $2.1 billion of Long-Term Unsecured Debt generally has semi-annual interest payments and either amortizing annual principal payments or balloon payments due at maturity. The unsecured tax-exempt bonds require semi-annual payments and are due upon maturity with $22.0 million maturing in 2008 and $56.2 million maturing in 2029. The notes are redeemable at our option, in whole or in part, and the unsecured tax-exempt bonds are redeemable at our option upon sale of the related property. The redemption price is generally equal to the sum of the principal amount of the notes being redeemed plus accrued interest through the redemption date plus a standard make-whole premium, if any.

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

Mortgages payable

     Our mortgages payable generally feature either monthly interest and principal payments or monthly interest-only payments with balloon payments due at maturity. A summary of mortgages payable follows (dollar amounts in thousands):

     The change in mortgages payable during the three months ended March 31, 2005 consisted of the following (in thousands):

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

Other

     The book value of total assets pledged as collateral for mortgage loans and other obligations at March 31, 2005 and December 31, 2004 is $3.7 billion and $3.8 billion, respectively. Our debt instruments generally contain covenants common to the type of facility or borrowing, including financial covenants establishing minimum debt service coverage ratios and maximum leverage ratios. We were in compliance with all financial covenants pertaining to our debt instruments during the three months ended March 31, 2005.

     For the three months ended March 31, 2005 and 2004, the total interest paid on all outstanding debt was $84.6 and $73.8 million, respectively. We capitalize interest incurred during the construction period as part of the cost of apartment communities under development. Interest capitalized during the three months ended March 31, 2005 and 2004 was $8.2 and $5.9 million, respectively.

(7) Distributions to Unitholders

     The following table summarizes the quarterly cash distributions paid per unit on Common and Preferred Units during the three months ended March 31, 2005 and the annualized distribution we expect to pay for 2005:

(8) Segment Data

     We define our garden communities and high-rise properties each as individual operating segments. We have determined that each of our garden communities and each of our high-rise properties have similar economic characteristics and also meet the other GAAP criteria, which permit the garden communities and high-rise properties to be aggregated into two reportable segments. Additionally, we have defined the activity from Ameriton as an individual operating segment as its primary focus is the opportunistic acquisition, development and eventual disposition of real estate with a short term investment horizon. NOI is defined as 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 year-to-year property performance.

     Following are reconciliations, which exclude the amounts classified as discontinued operations, of each reportable segment’s (i) revenues to consolidated revenues; (ii) NOI to consolidated earnings from operations; and (iii) assets to consolidated assets, for the periods indicated (in thousands):

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

     Total capital expenditures for garden communities included in continuing operations were $6.7 million and $5.2 million for the three months ended March 31, 2005 and 2004, respectively. Total capital expenditures for high-rise properties included in continuing operations were $9.4 million and $4.5 million for the three months ended March 31, 2005 and 2004, respectively. Total capital expenditures for Ameriton properties included in continuing operations were $163,000 and $67,000 for the three months ended March 31, 2005 and 2004, respectively.

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

(9) Litigation and Contingencies

     During 2004, we incurred estimated losses associated with multiple hurricanes in Florida. As a result of this damage, we recorded a loss contingency net of anticipated recoveries for both wholly owned and unconsolidated apartment communities. During the three months ended March 31, 2005, we increased the reserve for our unconsolidated apartment communities resulting in an additional charge of $0.7 million. These estimates represent management’s best estimate of the probable and reasonably estimable costs and are based on the most current information available from our insurance adjustors.

     During December 2004, a lawsuit was filed against us that alleges various violations of the Fair Housing Act and the Americans with Disabilities Act at 112 properties currently or formerly owned by the company. The plaintiffs are seeking injunctive relief, in the form of retrofitting apartments and public accommodations to comply with the Fair Housing Act and the Americans with Disabilities Act, unspecified monetary damages for the diversion of the plaintiffs’ resources to address fair housing violations, punitive damages and attorneys’ fees. We are in the process of evaluating the claims asserted in this litigation. Due to the preliminary nature of the litigation, it is not possible to predict or determine the outcome of the legal proceeding, nor is it reasonably possible to estimate the amount of loss, if any, that would be associated with an adverse decision.

     We are a party to various other claims and routine litigation arising in the ordinary course of business. We do not believe that the results of any such claims or litigation, individually or in the aggregate, will have a material adverse effect on our business, financial position or results of operations.

(10) Derivatives and Hedging Activities

     We are exposed to the impact of interest rate changes and will occasionally utilize interest rate swaps and interest rate caps as hedges with the objective of lowering our overall borrowing costs. These derivatives are designated as either cash flow or fair value hedges. We do not use these derivatives for trading or other speculative purposes. Further, as a matter of policy, we only enter into contracts with major financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, we have not, nor do we expect to sustain a material loss from the use of these hedging instruments.

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Archstone-Smith Operating Trust

Notes to Condensed Consolidated Financial Statements (Continued)

     We formally assess, both at inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. We measure hedge effectiveness by comparing the changes in the fair value or cash flows of the derivative instrument with the changes in the fair value or cash flows of the hedged item. We assess effectiveness of purchased interest rate caps based on overall changes in the fair value of the caps. If a derivative ceases to be a highly effective hedge, we discontinue hedge accounting prospectively.

     To determine the fair values of derivative and other financial instruments, we use a variety of methods and assumptions that are based on market value conditions and risks existing at each balance sheet date. These methods and assumptions include standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost and termination cost. All methods of assessing fair value result in a general approximation of value, and therefore, are not necessarily indicative of the actual amounts that we could realize upon disposition.

     During the three months ended March 31, 2005 and 2004 we recorded an increase/(decrease) to interest expense of $(36,000) and $23,000, respectively, for hedge ineffectiveness caused by a difference between the interest rate index on a portion of our outstanding variable rate debt and the underlying index of the associated interest rate swap. We pursue hedging strategies that we expect will result in the lowest overall borrowing costs and least degree of earnings volatility possible under the new accounting standards.

(11) Subsequent Events

     In April 2005, the Operating Trust filed a shelf registration statement on Form S-3 to register an additional $300 million (for a total of $1 billion) in unsecured debt securities. This registration statement was declared effective in May 2005.

     In April 2005, we filed a registration statement on Form S-3 registering 1,120,806 Common Units to be issued upon redemption of certain A-1 Common Units. This registration statement was declared effective in May 2005.

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Report of Independent Registered Public Accounting Firm

The Trustee and Unitholders
Archstone-Smith Operating Trust:

     We have reviewed the accompanying condensed consolidated balance sheet of Archstone-Smith Operating Trust and subsidiaries as of March 31, 2005, and the related condensed consolidated statements of earnings for the three-month periods ended March 31, 2005 and 2004, the condensed consolidated statement of unitholders’ equity, other common unitholders’ interest and comprehensive income/(loss) for the three-month period ended March 31, 2005 and the condensed consolidated statements of cash flows for the three-month periods ended March 31, 2005 and 2004. These condensed consolidated financial statements are the responsibility of Archstone-Smith Operating Trust’s management.

     We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

     We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Archstone-Smith Operating Trust as of December 31, 2004, and the related consolidated statements of earnings, unitholders’ equity, other common unitholders’ interest and comprehensive income/(loss), and cash flows for the year then ended (not presented herein); and in our report dated February 28, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2004 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ KPMG LLP

Denver, Colorado
May 3, 2005

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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 2004 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 2004 Form 10-K “Item 1. Business” for a more complete discussion of risk factors that could impact our future financial performance.

The Company

     We are engaged primarily in the operation, development, redevelopment, acquisition, management and long-term ownership of apartment communities throughout the United States. Archstone-Smith is structured as an UPREIT, with all property ownership and business operations conducted through the Operating Trust and our subsidiaries and affiliates. Archstone-Smith is our sole trustee and owns 89.2% of our Common Units as of March 31, 2005.

     Results of Operations

Executive Summary

     We produced diluted net earnings per unit of $0.32 for the quarter ending March 31, 2005, compared with $0.49 per unit for the same period in 2004. Our earnings this quarter are lower than one year ago principally due to reduced gains from the sale of assets. Our core business continues to improve, with Same-Store revenue growth accelerating for each of the last four quarters.

     Our Same-Store revenues increased 2.7% in the first quarter of 2005, representing the third consecutive quarter we have produced positive quarterly same-store revenue growth in both the high-rise and garden divisions. The Washington, D.C. metropolitan area and Southern California, which collectively represent 59% of our portfolio, produced first quarter Same-Store revenue growth of 3.5% and 2.9%, respectively. First quarter Same-Store operating expenses increased 7.3% from last year due to the one-time impact of a ground-lease accrual true-up in the first quarter of 2004, as well as higher real estate taxes and weather-related costs resulting from the severe winter in Washington, D.C., New York and Boston. Our Same-Store net operating income (rental revenues less rental expenses and real estate taxes) is up 0.2% in the first quarter of 2005 compared to 2004.

     We repurchased 1.2 million common units at an average price of $34.23 per unit during the first quarter of 2005, representing a total investment of $41.5 million. We have approximately $147.1 million remaining on our unit repurchase authorization as of March 31, 2005 and we continue to repurchase additional units based on market conditions.

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     First quarter 2005 results include a one-time gain of $23.5 million, or $0.105 per unit, resulting from the positive impact of selling our interest in Rent.com to eBay in February 2005. This gain is partially offset by $23.0 million, or $0.10 per unit for EPS, of prepayment penalties associated with the early repayment of secured debt, $5.1 million of which related to an asset disposition. We also incurred approximately $1.5 million in legal fees associated with cost recovery litigation against insurance providers, and approximately $0.7 million of additional hurricane costs from our joint venture properties.

     In conjunction with our capital recycling strategy, rental revenues and rental expenses, including real estate taxes, will fluctuate based upon the timing and volume of dispositions, acquisitions and development lease-ups. Accordingly, our results are not only driven by the performance of our operating portfolio, but also by gains/losses from the disposition of real estate, the corresponding loss of ongoing income from assets sold, and increased income generated from acquisitions and new developments. These factors all contribute to the overall financial performance of the company.

     Basic net earnings attributable to Common Units decreased $37.4 million, or 34.1%, for the three months ended March 31, 2005 as compared to the same period in 2004. This decrease is primarily attributable to:

These decreases were partially offset by:

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Apartment Community Operations

     We utilize NOI as the primary measure to evaluate the performance of our operating communities. NOI is defined as rental revenues less rental expenses and real estate taxes for each of our operating properties. 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. The following is a reconciliation of NOI to earnings from operations (in thousands):

     At March 31, 2005, investments in operating apartment communities comprised over 99% of our total real estate portfolio, based on NOI. The following table summarizes the performance of our operating portfolio (in thousands, except for percentages):

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     The following table reflects revenue, expense and NOI growth/(decline) for Same-Store communities that were fully operating during each respective comparison period:

Quarter-to-date NOI Analysis

     NOI increased by $14.8 million, or 11.4%, during the three months ended March 31, 2005 as compared to the same period in 2004. Of this increase, $7.9 million was produced by our garden communities, $5.4 million by our high-rise portfolio and $1.5 million by Ameriton.

     The $7.9 million increase in garden NOI during the first quarter of 2005 as compared to 2004 was primarily attributable to the acquisition of seven garden communities subsequent to March 31, 2004 for a total of $508.2 million and the ongoing lease-up and stabilization of development communities since March 31, 2004, which significantly increased both rental revenues and rental expenses. Additionally, Same-Store revenue growth increased by 2.2% compared to prior year. This increase was partially offset by a 4.1% increase in Same-Store operating expenses primarily due to increases in utilities associated with a severe winter in the Northeast and site and regional personnel costs.

     The $5.4 million increase in high-rise NOI during the first quarter of 2005 compared to 2004 was primarily attributable to the acquisition of one high-rise property in the New York area and one in the Washington D.C. metropolitan market subsequent to March 31, 2004 for a total of $183.5 million since March 31, 2004, which significantly increased both rental revenues and rental expenses. Additionally, Same-Store revenues increased by 3.5% compared to prior year. This increase was partially offset by a 12.4% increase in Same-Store operating expenses primarily attributable to higher utilities associated with a severe winter in the Northeast, real estate taxes and the benefit of a ground-lease accrual true-up in the first quarter of 2004.

     The $1.5 million increase in Ameriton NOI during the first quarter of 2005 as compared to 2004 was primarily attributable to three more stabilized properties in the first quarter of 2005 compared to 2004 and the ongoing lease-up and stabilization of Ameriton developments since March 31, 2005.

     NOI for our entire portfolio, including properties classified within discontinued operations, decreased by $3.2 million, or 2.1%, for the three months ended March 31, 2005 as compared to the same period in 2004. This net decrease in NOI was primarily attributable to:

     This decrease was partially offset by increased NOI from the acquisitions, lease-ups and redevelopments described previously.

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Other Income

     Other income increased $1.4 million, or 38.7%, for the three months ended March 31, 2005 as compared to the same period in 2004. The increase is due to $1.4 million of pre-tax gains from the sale of land and $1.3 million higher interest income on notes receivable during 2005. The increases are offset by $0.7 million lower insurance recoveries in the first quarter of 2005 compared to 2004 and the benefit of $0.6 million related to the sale of CES in the first quarter of 2004.

Depreciation Expense

     Depreciation expense increased $9.4 million, or 20.1%, for the three months ended March 31, 2005 as compared to the same period in 2004. This increase is primarily due to a greater number of operating assets classified within discontinued operations during 2004, resulting in a $6.2 million higher depreciation allocation to discontinued operations for the first quarter of 2004 compared to the first quarter of 2005.

     Including depreciation expense on properties classified within discontinued operations, depreciation expense increased $3.2 million (comprised of a $9.4 million increase from continuing operations offset by a $6.2 million decrease from discontinued operations), or 6.0%, for the three months ended March 31, 2005 as compared to the same period in 2004. This increase is principally attributable to a higher average balance of short lived capital items and a higher average real estate balance being depreciated during the first quarter of 2005 compared to the same period in 2004.

Interest Expense

     Interest expense increased $9.8 million, or 25.0%, for the three months ended March 31, 2005 as compared to the same period in 2004. This increase is primarily due to a greater number of operating assets classified within discontinued operations during 2004, resulting in $8.7 million higher interest allocated to discontinued operations for the first quarter of 2004 compared to the first quarter of 2005.

     Including interest expense on properties reflected in discontinued operations, interest expense increased $1.2 million (comprised of a $9.8 million increase from continuing operations offset by a $8.7 million decrease from discontinued operations), or 2.3%, for the three months ended March 31, 2005 as compared to the same period in 2004. This increase is primarily due to increased weighted average long-term debt outstanding during the first quarter of 2005 as compared with 2004, consistent with the additional $300 million of long-term debt that was issued in August of 2004; partially offset by a lower average line of credit balance in the first quarter of 2005 as compared to 2004.

General and Administrative Expenses

     The $1.9 million, or 14.9%, increase in general and administrative expenses for the three months ended March 31, 2005 as compared to the same period in 2004 is primarily due to higher legal fees, salaries and benefits in the first quarter of 2005.

Other Expenses

     The $19.8 million increase in other expense for the three months ended March 31, 2005 as compared to the same period in 2004 is primarily due to a $17.9 million expense for early extinguishment of debt related to the payoff of $136.5 million of mortgages on currently owned properties during the first quarter of 2005. Additionally, we incurred $1.5 million in legal fees associated with cost-recovery litigation against our insurance carriers.

Income from Unconsolidated Entities

     Income from unconsolidated entities increased $5.8 million, or 110.7%, for the three months ended March 31, 2005 as compared to the same period in 2004, primarily due to increased gains from the sale of joint venture operating communities. Gains were partially offset by an additional charge of $0.7 million for hurricane damages to unconsolidated Florida communities.

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Other Non-Operating Income

     Other non-operating income increased by $13.5 million for the three months ended March 31, 2005 as compared to the same period in 2004 primarily due to the recognition of a $23.5 million gain from the sale of our Rent.com investment to eBay as compared to $10.5 million of gains from the sale of marketable equity securities in the first quarters of 2005 and 2004, respectively.

Preferred Unit Distributions

     Preferred Unit distributions decreased by $2.7 million, or 61.8%, for the three months ended March 31, 2005 as compared to the same period in 2004. This decrease was primarily due to the redemption of our Series D Preferred Units in August 2004, the conversion of Series K Preferred Units into Common Units in September 2004 and the early conversion of Series L Preferred Units into Common Units in December 2004. The decrease in Preferred Unit distributions due to conversions is offset by an increase in Common Unit distributions.

Discontinued Operations

     The results of operations for properties sold during the period or designated as held-for-sale at the end of the period are required to be classified as discontinued operations. The property specific components of net earnings that are classified as discontinued operations include rental revenues, rental expenses, real estate taxes, depreciation expense, income taxes, debt extinguishment expense and interest expense (actual interest expense for encumbered properties and a pro-rata allocation of interest expense for any unencumbered property up to our weighted average leverage ratio), as well as the net gain or loss on the disposition of properties.

     Consistent with our capital recycling program, we have five operating apartment communities, representing 1,549 units (unaudited), classified as held for sale under the provisions of SFAS No. 144, at March 31, 2005. Accordingly, we have classified the operating earnings from these five properties within discontinued operations for the three months ended March 31, 2005 and 2004. During the three months ended March 31, 2005, we sold five Operating Trust and Ameriton operating communities. The operating results of these five communities and the related gain/loss on sale are also included in discontinued operations for 2005 and 2004. During the twelve months ended December 31, 2004, we sold 30 Operating Trust and Ameriton operating communities. The operating results of these 30 communities and the related gain/loss on the sale are also included in discontinued operations for the quarter ended March 31, 2004.

The following is a summary of net earnings from discontinued operations (in thousands):

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     Gains from the disposition of REIT assets are the result of our capital recycling strategy, which redeploys capital from non-core assets to more desirable locations within our core markets. Gains or losses associated with REIT dispositions can vary significantly from quarter-to-quarter given overall real estate market conditions.

     Our gains from taxable REIT subsidiaries were from Ameriton, which is a wholly owned taxable REIT subsidiary that engages in the opportunistic acquisition, development and eventual disposition of real estate with a short-term investment horizon. While Ameriton has established a consistent track record of producing significant gains, which contribute to our overall net earnings, these gains or losses can fluctuate significantly on a quarter-to-quarter basis depending on the timing of disposition closings.

     Assets held for sale as of March 31, 2005, represented gross real estate of $188.8 million and $137.0 million with no related mortgages payable at March 31, 2005 and December 31, 2004, respectively. Additionally, of our investment in real estate at December 31, 2004, we disposed of $279.9 million of real estate and paid off related mortgages of $71.9 million during the three months ended March 31, 2005.

Liquidity and Capital Resources

     We are committed to maintaining a strong balance sheet and preserving our financial flexibility, which we believe enhances our ability to capitalize on attractive investment opportunities as they become available. As a result of the significant cash flow generated by our operations, current cash positions, the available capacity under our unsecured credit facilities, gains from the disposition of real estate and ready access to the capital markets by issuing securities under our existing shelf registrations, we believe our liquidity and financial condition are sufficient to meet all of our reasonably anticipated cash flow needs during 2005.

Operating Activities

     Net cash flow provided by operating activities decreased $37.0 million, or 67.3%, for the three months ended March 31, 2005 as compared to the same period in 2004. This decrease was primarily due to a decrease in net operating income associated with $279.9 million and $1.8 billion in dispositions in the three months ended March 31, 2005 and the twelve months ended December 31, 2004, respectively. See Results of Operations for a more complete discussion of the factors impacting our operating performance.

Investing and Financing Activities

     Net cash flows provided by investing activities increased by $19.5 million, or 169.7%, for the three months ended March 31, 2005 as compared to the same period in 2004, primarily due to $230 million more cash received from disposition activity in the first quarter of 2005 as compared to the same period in 2004, as well as a one-time gain of $23.5 million resulting from the positive impact of selling our interest in Rent.com to eBay in February 2005. The increase is partially offset by $107.8 million more invested in acquisitions and developments, as well as lower proceeds from the sale of marketable equity securities during the first quarter of 2005 as compared to 2004. Additionally, we used $63.2 million to fund mezzanine and other loans extended to third parties during the first quarter of 2005. The disposition, acquisition and development amounts above exclude transactions funded by tax-deferred exchange proceeds.

     Net cash flows used in financing activities increased by $179.2 million, or 271.6%, for the three months ended March 31, 2005 as compared to the same period in 2004, due to $222.1 million more cash used to repay mortgage debt and $29.1 million more used to repurchase common units and preferred units during the three months ended March 31, 2005 compared to the same period in 2004. This increase was partially offset by $94.5 million in higher proceeds from the line of credit during the first quarter of 2005 as compared to 2004.

     Significant non-cash investing and financing activities for the three months ended March 31, 2005 and 2004 consisted of the following:

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Scheduled Debt Maturities and Interest Payment Requirements

     We have structured the repayments of our long-term debt to create a relatively level principal maturity schedule and to avoid significant repayment obligations in any year which would impact our financial flexibility. We have $247.0 million in scheduled maturities during 2005, and we have $285.0 million and $540.0 million of long-term debt maturing during 2006 and 2007, respectively.

     At May 2, 2005, we had $505.0 million of liquidity, including cash, restricted cash in tax-deferred escrows and capacity on our unsecured credit facilities. Our unsecured credit facilities, Long-Term Unsecured Debt and mortgages payable had effective average interest rates of 3.04%, 6.24% and 5.11%, respectively, during the three months ended March 31, 2005. These rates give effect to the impact of interest rate swaps and caps, as applicable.

     We were in compliance with all financial covenants pertaining to our debt instruments during the period ended March 31, 2005.

Unitholder Distribution Requirements

     Based on anticipated distribution levels for 2005 and the number of units outstanding as of March 31, 2005, we anticipate that we will pay distributions of $390.5 million in the aggregate during 2005, which includes $0.3 million of distributions for the remaining Series E Preferred Units and remaining Series G Preferred Units that were redeemed during the first quarter of 2005. This amount represents distributions on our Common Units and all of our Preferred Units.

Planned Investments

     Following is a summary of planned investments as of March 31, 2005, including amounts for Ameriton (dollar amounts in thousands). The amounts labeled “Discretionary” represent future investments that we plan to make, although there is not a contractual commitment to do so. The amounts labeled “Committed” represent the approximate amount that we are contractually committed to fund for communities under construction in accordance with construction contracts with general contractors.

     In addition to the planned investments noted above, we expect to make additional investments relating to planned expenditures on recently acquired communities as well as recurring expenditures to improve and maintain our established operating communities.

     We are under agreement with various property-owning partnerships affiliated with Oakwood Worldwide, the largest global provider of corporate housing, to acquire 37 apartment communities for a purchase price of approximately $1.6 billion. The closing may occur in several stages, which are expected to close during 2005, subject to completion of our due diligence review and customary closing conditions.

     We anticipate completion of most of the communities that are currently under construction and the planned operating community improvements during 2005 and 2006. We expect to start construction on approximately $300-$400 million, based on Total Expected Investment, of new development communities in 2005. We expect to fund the costs of these development projects over a two-to-three year period following the date construction commences. No assurances can be given that communities we do not currently own will be acquired or that planned developments will actually occur. In addition, actual costs incurred could be greater or less than our current estimates.

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Funding Sources

     We anticipate financing our planned investment and operating needs, other than the Oakwood transaction, primarily with cash flow from operating activities, disposition proceeds from our capital redeployment program and borrowings under our unsecured credit facilities, prior to arranging long-term financing. We plan to finance the Oakwood transaction with assumed debt, cash, issuance of unsecured debt, proceeds from asset sales and issuance of units of the Operating Trust. We anticipate that net cash flow from operating activities and gains on dispositions during 2005 will be sufficient to fund anticipated distribution requirements and debt principal amortization payments. To fund planned investment activities, we had $438.0 million in available capacity on our unsecured credit facilities, no cash in tax-deferred exchange escrow and $67.0 million of cash on hand at May 2, 2005.

     In April 2005, the Operating Trust filed a shelf registration statement on Form S-3 to register an additional $300 million (for a total of $1 billion) in unsecured debt securities. This registration statement was declared effective in May 2005. Collectively, Archstone-Smith and the Operating Trust have $1.2 billion available in shelf registration securities. In April 2005, we filed a registration statement on Form S-3 registering 1,120,806 Common Units to be issued upon redemption of certain A-1 Common Units. This registration statement was declared effective in May 2005.

Other Contingencies and Hedging Activities

     During 2004, we incurred estimated losses associated with multiple hurricanes in Florida. As a result of this damage, we recorded a loss contingency net of anticipated recoveries for both wholly owned and unconsolidated apartment communities. During the three months ended March 31, 2005, we increased the reserve for our unconsolidated apartment communities resulting in an additional charge of $0.7 million. These reserves represent management’s best estimate of the probable and reasonably estimable costs and are based on the most current information available from our insurance adjustors.

     During December 2004, a lawsuit was filed against us that alleges various violations of the Fair Housing Act and the Americans with Disabilities Act at 112 properties currently or formerly owned by the company. The plaintiffs are seeking injunctive relief, in the form of retrofitting apartments and public accommodations to comply with the Fair Housing Act and the Americans with Disabilities Act; unspecified monetary damages for the diversion of the plaintiffs’ resources to address fair housing violations, punitive damages and attorneys’ fees. We are in the process of evaluating the claims asserted in this litigation. Due to the preliminary nature of the litigation, it is not possible to predict or determine the outcome of the legal proceeding, nor is it reasonably possible to estimate the amount of loss, if any, that would be associated with an adverse decision.

     We are a party to various other claims and routine litigation arising in the ordinary course of business. We do not believe that the results of any such claims or litigation, individually or in the aggregate, will have a material adverse effect on our business, financial position or results of operations.

Critical Accounting Policies

     We define critical accounting policies as those accounting policies that require our management to exercise their most difficult, subjective and complex judgments. Our management has discussed the development and selection of all of these critical accounting policies with our audit committee, and the audit committee has reviewed the disclosure relating to these policies. Our critical accounting policies relate principally to the following key areas:

Internal Cost Capitalization

     We have an investment organization that is responsible for development and redevelopment of apartment communities. Consistent with GAAP, all direct and certain indirect costs, including interest and real estate taxes, incurred during development and redevelopment activities are capitalized. Interest is capitalized on real estate assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based upon the average amount of accumulated development expenditures during the reporting period. Included in capitalized costs are management’s estimates of the direct and incremental personnel costs and indirect project costs associated with our development and redevelopment activities. Indirect project costs consist primarily of personnel costs associated with construction administration and development accounting, legal fees, and various office costs that clearly relate to projects under development. Because the estimation of capitalizable internal costs requires management’s judgment, we believe internal cost capitalization is a “critical accounting estimate.”

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Valuation of Real Estate

     Long-lived assets to be held and used are carried at cost and evaluated for impairment when events or changes in circumstances indicate such an evaluation is warranted. We also evaluate assets for potential impairment when we deem them to be held for sale. Valuation of real estate is considered a “critical accounting estimate” because the evaluation of impairment and the determination of fair values involve a number of management assumptions relating to future economic events that could materially affect the determination of the ultimate value, and therefore, the carrying amounts of our real estate.

     When determining if there is an indication of impairment, we estimate the asset’s NOI over the anticipated holding period on an undiscounted cash flow basis and compare this amount to its carrying value. Estimating the expected NOI and holding period requires significant management judgment. If it is determined that there is an indication of impairment for assets to be held and used, or if an asset is deemed to be held for sale, we then determine the asset’s fair value.

     The apartment industry uses capitalization rates as the primary measure of fair value. Specifically, annual NOI for a community is divided by an estimated capitalization rate to determine the fair value of the community. Determining the appropriate capitalization rate requires significant judgment and is typically based on many factors including the prevailing rate for the market or submarket. Further, capitalization rates can fluctuate up or down due to a variety of factors in the overall economy or within local markets. If the actual capitalization rate for a community is significantly different from our estimated rate, the impairment evaluation for an individual asset could be materially affected. Historically we have had limited and infrequent impairment charges, and the majority of our apartment community sales have produced gains. We evaluate a real estate asset for potential impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable.

Capital Expenditures and Depreciable Lives

     We incur costs relating to redevelopment initiatives, revenue enhancing and expense reducing capital expenditures, and recurring capital expenditures that are capitalized as part of our real estate. These amounts are capitalized and depreciated over estimated useful lives determined by management. We allocate the cost of newly acquired properties between net tangible and identifiable intangible assets. The primary intangible asset associated with an apartment community acquisition is the value of the existing lease agreements. When allocating cost to an acquired property, we first allocate costs to the estimated intangible value of the existing lease agreements and then to the estimated value of the land, building and fixtures assuming the property is vacant. We estimate the intangible value of the lease agreements by determining the lost revenue associated with a hypothetical lease-up. We depreciate the building and fixtures based on the expected useful life of the asset and amortize the intangible value of the lease agreements over the average remaining life of the existing leases.

     Determining whether expenditures meet the criteria for capitalization, the assignment of depreciable lives and determining the appropriate amounts to allocate between tangible and intangible assets for property acquisitions requires our management to exercise significant judgment and is therefore considered a “significant accounting estimate.”

Pursuit Costs

     We incur costs relating to the potential acquisition of real estate which we refer to as pursuit costs. To the extent that these costs are identifiable with a specific property and would be capitalized if the property were already acquired, the costs are accumulated by project and capitalized in the Other Asset section of the balance sheet. If these conditions are not met, the costs are expensed as incurred. Capitalized costs include but are not limited to earnest money, option fees, environmental reports, traffic reports, surveys, photos, blueprints, direct and incremental personnel costs and legal costs. Upon acquisition, the costs are included in the basis of the acquired property. When it becomes probable that a prospective acquisition will not be acquired, the accumulated costs for the property are charged to other expense on the statement of earnings in the period such a determination is made. Because of the inherent judgment involved in evaluating whether a prospective property will ultimately be acquired, we believe capitalizable pursuit costs are a “critical accounting estimate.”

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Off Balance Sheet Arrangements

     Investments in entities that do not qualify as a variable interest entity and are not controlled through majority economic interest are not consolidated and are reported as investments in unconsolidated entities. Our investments in unconsolidated entities at March 31, 2005, consisted of $99.3 million in real estate joint ventures, which generally consist of our percentage ownership in the equity of the joint ventures.

Contractual Commitments

     The following table summarizes information contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in our financial statements in this Form 10-Q regarding contractual commitments (amounts in millions):

     As part of the Smith Merger, we are required to indemnify the former Smith Partnership unitholders’ for any personal income tax expense resulting from the sale of properties acquired in the merger as identified in the unitholders’ agreement between Archstone-Smith, the Operating Trust, Robert H. Smith and Robert P. Kogod until October 31, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Our capital structure includes the use of both fixed and floating rate debt and we are exposed to the impact of changes in interest rates. We also use interest rate swap and interest rate cap derivative financial instruments in order to modify interest rate characteristics of our debt in an effort to minimize our overall borrowing costs. We do not utilize these derivative financial instruments for speculative purposes. To assist us in evaluating our interest rate risk and counter-party credit risk, we use the services of third party consultants.

     As a result of our balance sheet management philosophy, we have managed our debt maturities to create a relatively level principal maturity schedule, without significant repayment obligations in any year. If current market conditions do not permit us to replace maturing debt at comparable interest rates, we are not exposed to significant portfolio level interest rate volatility due to the management of our maturity schedules. There have been no material changes to our market risk profile since December 31, 2004. See Item 7a in our 2004 Form 10-K for detailed information about the qualitative and quantitative disclosures about our market risk.

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Item 4. Controls and Procedures

     An evaluation was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial reporting (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting were, to the best of their knowledge, effective as of March 31, 2005, to ensure that information required to be disclosed in reports that are filed or submitted under the Securities Exchange Act are recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to March 31, 2005, there were no significant changes in the Trust’s internal controls over financial reporting or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

     Equal Rights Center, et al. v. Archstone-Smith Trust, et al., was filed on December 20, 2004, in the federal district court in the State of Maryland by three organizations that advocate on behalf of disabled individuals. This case alleges various violations of the Fair Housing Act and the Americans with Disabilities Act at 112 properties currently or formerly owned by the company. The plaintiffs are seeking injunctive relief, in the form of retrofitting apartments and public accommodations to comply with the Fair Housing Act and the Americans with Disabilities Act, unspecified monetary damages for the diversion of the plaintiffs’ resources to address fair housing violations, punitive damages and attorneys’ fees. We are in the process of evaluating the claims asserted in this litigation. Due to the preliminary nature of the litigation, it is not possible to predict or determine the outcome of the legal proceeding, nor is it reasonably possible to estimate the amount of loss, if any, that would be associated with an adverse decision.

     We are party to various other claims and routine litigation arising in the ordinary course of business. We do not believe that the results of any such claims and litigation, individually or in the aggregate, will have a material adverse effect on our business, financial position or results of operations.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

     The following table summarizes the A-1 Common Units that were repurchased for either cash or A-2 Units: