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10-K 1 d23153e10vk.htm FORM 10-K e10vk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended December 31, 2004

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

Commission File Number 1-13232

Apartment Investment and Management Company

(Exact name of registrant as specified in its charter)


Maryland		84-1259577
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado (Address of principal executive offices)		80237 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 757-8101

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered

Class A Common Stock		New York Stock Exchange
Class G Cumulative Preferred Stock		New York Stock Exchange
Class Q Convertible Cumulative Preferred Stock		New York Stock Exchange
Class R Cumulative Preferred Stock		New York Stock Exchange
Class T Cumulative Preferred Stock		New York Stock Exchange
Class U Cumulative Preferred Stock		New York Stock Exchange
Class V Cumulative Preferred Stock		New York Stock Exchange
Class Y Cumulative Preferred Stock		New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: none

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act 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 requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, was approximately $2.9 billion as of June 30, 2004. As of February 28, 2005, there were 94,877,048 shares of Class A Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be issued in conjunction with the registrant’s annual meeting of stockholders to be held April 29, 2005 are incorporated by reference into Part III of this Annual Report.

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended December 31, 2004


Item		Page

PART I
1.	Business		2
2.	Properties		17
3.	Legal Proceedings		18
4.	Submission of Matters to a Vote of Security Holders		18
PART II
5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		19
6.	Selected Financial Data		21
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
7A.	Quantitative and Qualitative Disclosures About Market Risk		40
8.	Financial Statements and Supplementary Data		40
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		41
9A.	Controls and Procedures		41
9B.	Other Information		43
PART III
10.	Directors and Executive Officers of the Registrant		43
11.	Executive Compensation		43
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		43
13.	Certain Relationships and Related Transactions		43
14.	Principal Accountant Fees and Services		43
PART IV
15.	Exhibits, Financial Statement Schedules		43
Charter
List of Subsidiaries
Consent of Ernst & Young LLP
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification Pursuant to 18 U.S.C. Section 1350
Certification Pursuant to 18 U.S.C. Section 1350
Agreement Re: Disclosure of Long-Term Debt Instruments

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. In addition to historical information, this Annual Report on Form 10-K (“Annual Report”) contains or may contain certain information that is forward-looking, including, without limitation, statements regarding the effect of acquisitions, our future financial performance and the effect of government regulations. When used in this Annual Report, the words “may,” “will,” “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate,” “continue” or other similar words or expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this Annual Report. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the general level of interest rates; the terms of governmental regulations that affect us and interpretations of those regulations; the competitive environment in which we operate; financing risks, including the risk that our cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; acquisition and development risks, including failure of such acquisitions to perform in accordance with projections; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us. In addition, our current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code and depends on our ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distribution levels and diversity of stock ownership. Readers should carefully review our financial statements and the notes thereto, as well as the section entitled “Risk Factors” described in Item 1 of this Annual Report and the other documents we file from time to time with the Securities and Exchange Commission.

PART I

Item 1. Business

The Company

Apartment Investment and Management Company, or Aimco, is a Maryland corporation incorporated on January 10, 1994. We are a self-administered and self-managed real estate investment trust, or REIT, engaged in the acquisition, ownership, management and redevelopment of apartment properties. As of December 31, 2004, we owned or managed a real estate portfolio of 1,499 apartment properties containing 263,734 apartment units located in 47 states, the District of Columbia and Puerto Rico. Based on apartment unit data compiled by the National Multi Housing Council, as of December 31, 2004, we were the largest REIT owner and operator of apartment properties in the United States. Our portfolio includes garden style, mid-rise and high-rise properties.

We own an equity interest in, and consolidate the majority of, the properties in our owned real estate portfolio. These properties represent the consolidated real estate holdings in our financial statements, which we refer to as consolidated properties. In addition, we have an equity interest in, but do not consolidate for financial statement purposes, certain properties that are accounted for under the equity method. These properties represent our investment in unconsolidated real estate partnerships in our financial statements, which we refer to as unconsolidated properties. Additionally, we manage (both property and asset) but do not own an equity interest in other properties, although in certain cases we may indirectly own generally less than one percent of the

operations of such properties through a partnership syndication or other fund. Our equity holdings and managed properties are as follows as of December 31, 2004:


	Total Portfolio

	Properties		Units

Consolidated properties		676		169,932
Unconsolidated properties		330		44,728
Property managed for third parties		72		7,841
Asset managed for third parties		421		41,233

Total		1,499		263,734

Since our initial public offering in July 1994, we have completed numerous transactions, expanding our portfolio of owned or managed properties from 132 properties with 29,343 apartment units to 1,499 properties with 263,734 apartment units as of December 31, 2004. These transactions have included purchases of properties and interests in entities that own or manage properties, as well as corporate mergers.

Except as the context otherwise requires, “we,” “our,” “us” and the “Company” refer to Aimco, the Aimco Operating Partnership and Aimco’s consolidated corporate subsidiaries and consolidated real estate partnerships, collectively. As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and “partner” refers to a limited partner in a limited partnership or a member in a limited liability company.

Available Information

Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to any of those reports that we file with the Securities and Exchange Commission are available free of charge as soon as reasonably practicable through our website at www.aimco.com. The information contained on our website is not incorporated into this Annual Report. Our Common Stock is listed on the New York Stock Exchange under the symbol “AIV.”

Financial Information About Industry Segments

We operate in two reportable segments: real estate (owning and operating apartments) and investment management business (providing property management and other services relating to the apartment business to third parties and affiliates). For further information on these segments, see Note 18 of the consolidated financial statements in Item 8, and Management’s Discussion and Analysis in Item 7.

Business Overview

Our principal objective is to increase long-term stockholder value, which we believe results from increasing asset values, increasing operating cash flows and long-term, predictable Funds From Operations, or FFO (as defined by the National Association of Real Estate Investment Trusts), per share of Common Stock, less capital

spending for replacements. For a description of the meaning of FFO and its use and limitations as an operating measure, see the discussion titled “Funds From Operations” in Item 7.

We strive to meet our objectives by focusing on property operations, generation of fees, portfolio management, reinvestment in properties, increasing land values through entitlements, managing our cost of capital by using leverage that is largely long-term, non-recourse and property specific, and managing our general and administrative costs through increasing productivity.


	*Property Operations*

We divide property operations into two business components: conventional and affordable. Our conventional operations, which typically are market-rate apartments with rents paid by the resident, include 591 properties with 164,807 units and also include our university communities portfolio (16 properties with 4,277 units). Aimco Capital conducts our affordable operations of 415 properties with 49,853 units, which typically are apartments with rents set by a government agency and frequently subsidized or paid by a government agency.

Our property operations are characterized by diversification of product, location and price point. We operate a broad range of property types, from suburban garden-style to urban high-rise properties in 47 states, the District of Columbia and Puerto Rico at a broad range of average monthly rental rates, with most between $500 and $1,100 per month, and reaching as much as $6,000 per month at some of our premier properties. This geographic diversification insulates us, to some degree, from inevitable downturns in any one market.


	Conventional

Our conventional operations are organized into four divisions, each of which is supervised by a Division Vice President, or DVP, and as of December 31, 2004, are further sub-divided into 17 regional operating centers, or ROCs, and a university communities group. Each ROC is supervised by a Regional Vice President, or RVP. The ROCs are generally smaller business units with specialized operational, financial and human resource leadership. We seek to improve the operating results from our property operations by, among other methods, combining centralized financial control and uniform operating procedures with localized property management decision-making and market knowledge. To manage our nationwide portfolio more efficiently and to increase the benefits from our local management expertise, we have given direct responsibility for operations to the RVP with oversight from extensive regular reviews with senior management. To enable the RVPs to focus on sales and service, as well as improve financial control and budgeting, we have dedicated a regional financial officer to support each RVP and have an expanded construction services group to handle all work on site beyond routine maintenance, thus reducing the need for RVPs to spend time on oversight of construction projects. We continue to improve our corporate-level oversight of conventional property operations by developing better systems, standardizing business goals, operational measurements and internal reporting, and enhancing financial controls over field operations. Many changes were made during 2003 and 2004 that we believe will enable our regional and community managers to benefit from more organizational clarity, more and better information, and more tools to help them make quicker, better decisions closer to the property and to the customer, including the areas discussed below:


	•	Customer Service. We are changing our operating culture to become more focused on our customers, by emphasizing customer service and evaluating our performance through a customer satisfaction tracking system. We increased training at the community level and elevated the role of the service manager in enhancing the experience of our residents. These changes included an increased emphasis on our service order intake process and implementation of standardized preventive and proactive maintenance programs.

	•	Resident Selection and Retention. In apartment properties, neighbors are a part of the product, together with the location of the property and the physical quality of the apartment units. Part of our conventional operations strategy is to focus on resident acquisition and retention — attracting and retaining credit-worthy residents who are good neighbors. In addition to the customer service initiatives discussed above, we enhanced our resident acquisition and retention processes by: implementing structured goals and coaching for all of our sales personnel; refining the content and placement of our advertising; standardizing the content and timing of our phone and email responses to customer inquiries, including

the implementation of a tracking system for inquiries; and standardizing our renewal communication programs. We standardized residential financial stability requirements and raised the standard across our portfolio to reduce turnover costs and improve retention. Additionally, we have implemented policies and monitoring practices to maintain our resident quality. We believe that the costs exceed the benefits when higher occupancy results from lowering of financial stability standards.

• Revenue Increases. We increase rents where feasible and seek to improve occupancy rates. We are also focused on the automation of on-site operations, as we believe that timely and accurate collection of property performance and resident profile data will enable us to maximize revenue through better property management and leasing decisions. We have standardized policies for new and renewal pricing with timely data and analyses by floor-plan, thereby enabling us to maximize our ability to modify pricing, even in challenging sub-markets. In addition, we intend to continue our emphasis on the quality of our on-site employees through recruiting, training and retention programs, which we believe lead to increased occupancy rates through improved customer service and enhanced performance.

• Controlling Expenses. Cost controls are accomplished by local focus at the ROC level and by taking advantage of economies of scale at the corporate level. As a result of the size of our portfolio and our creation of regional concentrations of properties, we have the ability to spread over a large property base fixed costs for general and administrative expenditures and certain operating functions, such as purchasing, insurance and information technology. We are currently implementing a local vendor consolidation program and an electronic procurement system to provide better ongoing control over purchasing decisions and to take advantage of volume discounts.

• Ancillary Services. We believe that our ownership and management of properties provide us with unique access to a customer base that allows us to provide additional services and thereby increase occupancy and rents, while also generating incremental revenue. We currently provide cable television, telephone services, appliance rental, and carport, garage and storage space rental at certain properties.


	University Communities

We established University Communities as an autonomous division in 2003 with the goal of becoming the most significant operator in the student-housing sector. In 2004, the division managed 16 properties with 4,277 apartments and maintained academic year occupancy at 93% through focused attention on student leasing. University Communities is actively acquiring multi-family and residence hall properties both on its own, through our joint venture with the California State Teachers Retirement System (CalSTRS), and in partnership with major universities. In 2004, we added two well-located properties with 504 units to this portfolio, one next to Duke University in Durham, North Carolina and one adjoining the campus of the University of Notre Dame in South Bend, Indiana.


	Aimco Capital

We are among the largest owners and operators of affordable properties in the United States. We formed Aimco Capital in 2002 to focus on our affordable housing properties, the operations of which are most often subsidized or financed by the United States Department of Housing and Urban Development, or HUD, state housing agencies or tax credit financing. Aimco Capital has organized its property operations and asset management under a management team dedicated to this sector. Aimco Capital operates its affordable properties through four ROCs. Affordable properties tend to have stable rents and occupancy due to government subsidies and thus are much less affected by market circumstances.

Aimco Capital also generates income from asset management (compliance oversight for its owned and operated affordable portfolio as well as two other large portfolios that are asset managed only) and transactional activity related to its affordable holdings. Currently, Aimco Capital generates revenue primarily from: current asset management fees; deferred asset management fees; refinancing and disposition fees; developer fees; and syndication fees. In addition, Aimco Capital is exploring other sources of revenue related to the tax credit redevelopment process. We believe that Aimco Capital is well positioned as it has the national structure, knowledge and pipeline to grow as a more autonomous operation with dedicated capital.


	*Portfolio Management*


	Conventional

We view our conventional property portfolio in terms of “core” and “non-core” properties. Core properties are those properties that are located in selected markets, many where population and employment growth are expected to exceed national trends and where we believe that we can become a regionally significant owner. We categorize core properties among: “preferred markets” — which are typically coastal, with high barriers to entry and home prices and median incomes above the national average; “growth markets” — which are typically in sunbelt regions with expectations of above average job growth; and “stable markets” — which are located in Midwest areas with limited new construction but also limited job growth. We intend to hold and improve core properties over the long-term and seek an allocation of properties among the above three categories in order to reduce volatility of our overall property operations. At December 31, 2004, we had 377 conventional core properties in 38 selected markets. Within our core portfolio, the largest single market (Washington, D.C.) contributed approximately 11%, and the five largest markets (Washington, D.C., greater Los Angeles, Philadelphia, Chicago and Miami-Fort Lauderdale) together contributed approximately 32%, to income before depreciation and interest expense, or net operating income. At December 31, 2004, we had 214 conventional non-core properties. Non-core properties are those properties located in 32 other markets or in less favored locations within the 38 selected markets, which we generally intend to hold for investment for the intermediate term. During 2005, we expect to exit an additional 10-12 markets and over the next several years we expect to exit the remaining markets in which we hold our non-core properties.

Portfolio management includes expanding our core portfolio through acquisitions of properties located in selected markets throughout the United States. We specifically seek investments in a variety of asset qualities and types in the selected markets at a purchase price below replacement cost. Currently, we acquire properties and property interests primarily in three ways:


	•	the direct acquisition of a property or portfolio of properties;

	•	acquisition of a portfolio of properties through a purchase from, or a merger or business combination with, an entity that owns or controls the property or portfolio being acquired; and

	•	the purchase from third parties, subject to our fiduciary duties, of additional interests in partnerships where we own a general partnership interest. These are typically executed for cash or OP Units. Since 1996, we have completed over 2,800 tender offers with respect to various partnerships resulting in over 171,000 transactions totaling $891 million in cash paid and OP Units issued to purchase additional interests in such partnerships.

In 2004, we completed direct acquisitions of 11 conventional core properties, containing approximately 1,880 residential units for an aggregate purchase price of approximately $361 million and acquired additional interests in 147 partnerships for approximately $50 million (including transaction costs).

Portfolio management also includes dispositions of properties located in other markets, properties located in less desirable sub-markets or properties that do not meet our long-term investment criteria. Additionally, from time to time, we may dispose of certain core properties that are consistent with our long-term investment strategy but offer attractive returns, such as in sales to buyers who intend to convert the properties to condominiums. The sales of core and non-core properties partially fund our acquisitions. In 2004, we sold 40 non-core properties generating net cash proceeds to us, after repayment of existing debt, payment of transaction costs and distributions to limited partners, of $147 million. Additionally, in 2004, we sold seven core properties and one land parcel, generating net cash proceeds to us, after repayment of existing debt, payment of transaction costs and distributions to limited partners, of $338 million.


	Aimco Capital

The portfolio management strategy for Aimco Capital is similar to that of our Conventional portfolio. Aimco Capital seeks to dispose of properties that are inconsistent with our long-term investment strategy and Aimco Capital’s operations. During 2004, we sold 60 non-core properties from within the Aimco Capital portfolio,

generating net cash proceeds to us, after repayment of existing debt, payment of transaction costs and distributions to limited partners, of $45 million. At December 31, 2004 within the Aimco Capital portfolio, we had 415 properties, of which approximately two-thirds were non-core properties, which we generally intend to hold for investment for the intermediate term. During 2005, we intend to sell approximately the same number of Aimco Capital properties as we sold in 2004.


	Rezoning and Entitlements

Rezoning and entitlements are another aspect of portfolio management. Rezoning and entitlements provide us the opportunity to enhance the value of our existing portfolio by obtaining local approvals required to add dwelling or residential units to a site, which should enable us to realize upside in land values through increasing density of use. To date, we have identified 12 properties with an aggregate value in excess of $700 million where we believe there exists this opportunity. These properties are typically well located and were built 30 or more years ago. These properties were built at lower densities than the local zoning laws currently provide.


	*Reinvestment in Properties*

We believe that the physical condition and amenities of our apartment properties are important factors in our ability to maintain and increase rental rates. In 2004, we spent $77.2 million, or $483 per owned apartment unit, for Capital Replacements, which are expenditures that represent the share of expenditures that are deemed to replace the consumed portion of acquired capital assets. Additionally, we spent $82.4 million for Capital Improvements, which are non-redevelopment capital expenditures that are made to enhance the value, profitability or useful life of an asset from its original purchase condition.

In addition to maintenance and improvements of our properties, we focus on the redevelopment of certain properties each year. We believe redevelopment of certain properties in superior locations provides advantages over ground-up development, enabling us to generate rents comparable to new properties with relatively lower financial risk, in less time and with reduced delays associated with governmental permits and authorizations. We undertake two types of redevelopment projects including: major projects, where a substantial number or all available units are vacated for significant renovations to the property; and moderate projects, where there is significant renovation, such as exteriors, common areas or unit improvements, typically done upon lease expirations without the need to vacate units on any wholesale or substantial basis. We have a specialized Redevelopment and Construction Services Group, which includes engineers, architects and construction managers, to oversee these projects. As of December 31, 2004, we had 34 projects at various stages of redevelopment, which included 10 properties for which redevelopment activities were complete but the property operations of which had not yet stabilized. Of the 24 active projects, 14 are conventional properties (one major project and 13 moderate projects) and 10 are affordable redevelopments. During 2004, redevelopment expenditures totaled $137 million, of which our share totaled $89 million. Redevelopment expenditures for our one active major project in Marietta, GA will be approximately $32.2 million (our share $18.4 million), of which approximately $11.3 million (our share $6.5 million) remains to be spent. Total redevelopment expenditures for our 13 active conventional moderate projects will be approximately $100.3 million (our share $75.2 million), of which approximately $81.5 million (our share $60.1 million) remains to be spent. Total redevelopment expenditures for our 10 affordable redevelopments will be approximately $106.0 million, of which approximately $54.3 million remains to be spent, most of which will be funded by third-party tax credit equity and tax-exempt debt. Additionally, we have four major projects, 25 moderate projects and seven affordable redevelopments under review for possible commencement in 2005.


	*Cost of Capital*

We are focused on minimizing our cost of capital. In 2004, we modified our credit facility and term debt, resulting in lower interest rate spreads, extended maturity dates, and more operating and financial covenant flexibility. We also refinanced $734 million in property debt at an average rate of 4.48% generating a savings of approximately 2.0% over prior rates. Additionally, we have reduced our cost of capital through the redemption of higher cost preferred securities with proceeds from the issuance of lower cost preferred securities.


	*Productivity*

Over the past several years, we have had growth in our general and administrative spending as a result of the building of our infrastructure in certain areas in which we had needs, including, operational systems, information technology and other automation, human resources, and expanded accounting, legal, and financial planning and analysis functions. We are focused on containing this spending going forward through enhanced productivity and process improvements.

Taxation

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, which we refer to as the Code, commencing with our taxable year ended December 31, 1994, and intend to continue to operate in such a manner. Our current and continuing qualification as a REIT depends on our ability to meet the various requirements imposed by the Code, which are related to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If we qualify for taxation as a REIT, we will generally not be subject to United States Federal corporate income tax on our taxable income that is currently distributed to stockholders. This treatment substantially eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from investment in a corporation.

Even if we qualify as a REIT, we may be subject to United States Federal income and excise taxes in various situations, such as on our undistributed income. We also will be required to pay 100% tax on non-arms length transactions between us and a TRS (described below) and on any net income from sales of property that the Internal Revenue Service, IRS, successfully asserts was property held for sale to customers in the ordinary course. We and our stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business or our stockholders reside. Any taxes imposed on us would reduce our operating cash flow and net income. The state and local tax laws may not conform to the United States Federal income tax treatment.

Certain of our operations (property management, asset management, risk, etc.) are conducted through taxable REIT subsidiaries, each of which we refer to as a TRS. A TRS is a C-corporation that has not elected REIT status and as such is subject to United States Federal corporate income tax. We use the TRS format to facilitate our ability to offer certain services and activities to our residents that are not generally considered as qualifying REIT activities.

Competition

In attracting and retaining residents to occupy our properties we compete with numerous other housing alternatives. Our properties compete directly with other rental apartments, as well as with condominiums and single-family homes that are available for rent or purchase in the markets in which our properties are located. Principal factors of competition include rent or price charged, attractiveness of the location and property and quality and breadth of services. The number of competitive properties in a particular area has a material effect on our ability to lease apartment units at our properties and on the rents we charge. Additionally, we compete with other real estate investors, including other apartment REITs, pension and investment funds, partnerships and investment companies in acquiring, redeveloping and managing apartment properties. This affects our ability to acquire properties we want to add to our portfolios and the price that we pay in such acquisitions.

Regulation


	General

Apartment properties are subject to various laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, activity centers and other common areas. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which would adversely affect our net income

and cash flows from operating activities. In addition, future enactment of rent control or rent stabilization laws or other laws regulating multifamily housing may reduce rental revenue or increase operating costs in particular markets.


	Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of properties, we could potentially be liable for environmental liabilities or costs associated with our properties or properties we acquire or manage in the future.

We are aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. We have only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. We have a national policy and procedures to prevent or eliminate mold from our properties. Our policy and procedures are based on guidelines established by various Federal, state and local bodies. We believe that our measures will eliminate, or at least minimize, the effects that mold could have on our residents. To date, we have not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change we can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on our consolidated financial condition or results of operations.

Insurance

Our primary lines of insurance coverage are property, general liability and workers’ compensation. We believe that our insurance coverages adequately insure our properties against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood and other perils and adequately insure us against other risks. Our coverage includes deductibles, retentions and limits that are customary in the industry. We have established loss prevention, loss mitigation, claim handling, litigation management and loss reserving procedures to manage our exposure.

Employees

We currently have approximately 6,800 employees, of which approximately 5,700 are at the property level, performing various on-site functions, with the balance managing corporate and regional operations, including investment and debt transactions, legal, financial reporting, accounting, information systems, human resources and other support functions. Unions represent approximately 200 of our employees. We have never experienced a work stoppage and believe we maintain satisfactory relations with our employees.

Risk Factors

The risk factors noted in this section and other factors noted throughout this Annual Report, describe certain risks and uncertainties that could cause our actual results to differ materially from those contained in any forward-looking statement.


	*Changes in the real estate market may limit our ability to generate Funds From Operations.*

Our ability to make payments to our investors depends on our ability to generate Funds From Operations in excess of required debt payments and capital expenditure requirements. Funds From Operations and the value of our properties may be adversely affected by events or conditions beyond our control, including:


	•	the general economic climate;

	•	competition from other apartment communities and other housing options;

	•	local conditions, such as an increase in unemployment or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates;

	•	changes in governmental regulations and the related cost of compliance;

	•	increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents;

	•	changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing;

	•	changes in interest rates and the availability of financing; and

	•	the relative illiquidity of real estate investments.


	*If we are not able successfully to acquire, operate, redevelop and expand properties, our growth and results of operations will be adversely affected.*

The selective acquisition, redevelopment and expansion of properties are one component of our growth strategy. However, we may not be able to complete successfully transactions in the future. Although we seek to acquire, operate, redevelop and expand properties only when such activities increase our net income on a per share basis, such transactions may fail to perform in accordance with our expectations. When we redevelop or expand properties, we are subject to the risks that:


	•	costs may exceed original estimates;

	•	occupancy and rental rates at the property may be below our projections;

	•	financing may not be available on favorable terms or at all;

	•	redevelopment and leasing of the properties may not be completed on schedule; and

	•	we may experience difficulty or delays in obtaining necessary zoning, land-use, building, occupancy and other governmental permits and authorizations.


	*We may have difficulty integrating any acquired businesses or properties.*

We have grown rapidly. Since our initial public offering in July 1994, we have completed numerous acquisition transactions, expanding our portfolio of owned or managed properties from 132 properties with 29,343 apartment units to 1,499 properties with 263,734 apartment units as of December 31, 2004. These acquisitions have included purchases of properties and interests in entities that own or manage properties, as well as corporate mergers. Our ability to successfully integrate acquired businesses and properties depends, among other things, on our ability to:


	•	attract and retain qualified personnel;

	•	integrate the personnel and operations of the acquired businesses;

	•	maintain standards, controls, procedures and policies; and

	•	maintain adequate accounting and information systems.

We can provide no assurance that we will be able to accomplish these goals and successfully integrate any acquired businesses or properties. If we fail to integrate successfully such businesses, our results of operations could be adversely affected.


	*We may be subject to litigation associated with partnership acquisitions that could increase our expenses and prevent completion of beneficial transactions.*

We have engaged in, and intend to continue to engage in, the selective acquisition of interests in partnerships that own apartment properties. In some cases, we have acquired the general partner of a partnership and then made an offer to acquire the limited partners’ interests in the partnership. In these transactions, we may be subject to litigation based on claims that we, as the general partner, have breached our fiduciary duty to our limited partners or that the transaction violates the relevant partnership agreement or state law. Although we intend to comply with our fiduciary obligations and the relevant partnership agreements, we may incur additional costs in connection with the defense or settlement of this type of litigation. In some cases, this type of litigation may adversely affect our desire to proceed with, or our ability to complete, a particular transaction. Any litigation of this type could also have a material adverse effect on our financial condition or results of operations.


	*Our existing and future debt financing could render us unable to operate, result in foreclosure on our properties or prevent us from making distributions on our equity.*

Our strategy is generally to incur debt to increase the return on our equity while maintaining acceptable interest coverage ratios. We seek to maintain a ratio of free cash flow to combined interest expense and preferred stock dividends of greater than 2:1 and to match debt maturities to the character of the assets financed. For the year ended December 31, 2004, however, we had a ratio of free cash flow to combined interest expense and preferred stock dividends of 1.5:1, and this ratio in prior periods has also deviated from our goal. In addition, our Board of Directors could change this strategy at any time and increase our leverage. Our organizational documents do not limit the amount of debt that we may incur, and we have significant amounts of debt outstanding. Payments of principal and interest may leave us with insufficient cash resources to operate our properties or pay distributions required to be paid in order to maintain our qualification as a REIT. We are also subject to the risk that our cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If we fail to make required payments of principal and interest on any debt, our lenders could foreclose on the properties securing such debt, which would result in loss of income and asset value to us. As of December 31, 2004, substantially all of the properties that we owned or controlled were encumbered by debt.


	*Increases in interest rates would increase our interest expense.*

As of December 31, 2004, we had approximately $1,533.2 million of variable-rate indebtedness outstanding. Based on this level of debt, an increase in interest rates of 1% would result in our income and cash flows being reduced by $15.3 million on an annual basis and could reduce our ability to service our indebtedness and make dividends or other distributions. Of the total debt subject to variable interest rates, floating rate tax-exempt bond financing was $741.8 million. Floating rate tax-exempt bond financing is benchmarked against the Bond Market Association Municipal Swap Index, or the BMA Index, which since 1981 has averaged 52.1% of the 10-year Treasury Yield. If this relationship continues, an increase in the 10-year Treasury Yield, of 1% (0.52% in tax-exempt interest rates) would result in our income before minority interests and cash flows being reduced by $11.8 million on an annual basis.


	*Covenant restrictions may limit our ability to make payments to our investors.*

Some of our debt and other securities contain covenants that restrict our ability to make distributions or other payments to our investors unless certain financial tests or other criteria are satisfied. Our credit facility provides that we may make distributions to our investors during any 12-month period in an aggregate amount that does not exceed the greater of 95% of our Funds From Operations for such period or such amount as may be necessary to maintain our REIT status.

Our outstanding classes of preferred stock prohibit the payment of dividends on our Common Stock if we fail to pay the dividends to which the holders of the preferred stock are entitled. If we are unable to pay dividends on our Common Stock, we may fail to qualify as a REIT. This would subject us to corporate taxation and reduce our ability to make distributions to our investors.


	*We depend on distributions and other payments from our subsidiaries that they may be prohibited from making to us.*

All of our properties are owned, and all of our operations are conducted, by the Aimco Operating Partnership and our other subsidiaries. As a result, we depend on distributions and other payments from our subsidiaries in order to satisfy our financial obligations and make payments to our investors. The ability of our subsidiaries to make such distributions and other payments depends on their earnings and may be subject to statutory or contractual limitations. As an equity investor in our subsidiaries, our right to receive assets upon their liquidation or reorganization will be effectively subordinated to the claims of their creditors. To the extent that we are recognized as a creditor of such subsidiaries, our claims may still be subordinate to any security interest in or other lien on their assets and to any of their debt or other obligations that are senior to our claims.


	*Laws benefiting disabled persons may result in our incurrence of unanticipated expenses.*

Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to our properties, or restrict renovations of the properties. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although we believe that our properties are substantially in compliance with present requirements, we may incur unanticipated expenses to comply with the ADA and the FHAA.


	Affordable housing regulations may limit rent increases at some of our properties, reducing our revenue and, in some cases, causing us to sell properties that we might otherwise continue to own.

As of December 31, 2004, we owned an equity interest in 415 affordable properties and managed for third parties and affiliates 409 properties that benefit from governmental programs intended to provide housing to people with low or moderate incomes. These programs, which are usually administered by HUD or state housing finance agencies, typically provide mortgage insurance, favorable financing terms or rental assistance payments to the property owners. As a condition of the receipt of assistance under these programs, the properties must comply with various requirements, which typically limit rents to pre-approved amounts. If permitted rents on a property are insufficient to cover costs, a sale of the property may become necessary, which could result in a loss of management fee revenue. We usually need to obtain the approval of HUD in order to manage, or acquire a significant interest in, a HUD-assisted property. We may not always receive such approval.


	*We depend on our senior management*

Our success depends upon the retention of our senior management, including Terry Considine, our chief executive officer and president. We cannot assure you that we would be able to find qualified replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations. We do not currently maintain key-man life insurance for any of our employees. The loss of any member of senior management could adversely affect our ability to pursue effectively our business strategy.


	*We may fail to qualify as a REIT.*

We believe that we operate, and have always operated, in a manner that enables us to meet the requirements for qualification as a REIT for Federal income tax purposes. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, investment, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Our ability to satisfy the asset tests depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis. Moreover, the proper classification of an instrument as debt or equity for Federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. Accordingly, there can be no assurance that the Internal Revenue Service, or the IRS, will not contend that our interests in subsidiaries or other issuers constitutes a violation of the REIT requirements. Moreover, future economic, market, legal, tax or other considerations may cause us to fail to qualify as a REIT, or our Board of Directors may determine to revoke our REIT status. If we fail to qualify as a REIT, we will not be allowed a deduction for dividends paid to our stockholders in computing our taxable income, and we will be subject to Federal income tax at regular corporate rates, including any applicable alternative minimum tax. This would substantially reduce our funds available for payment to our investors. Unless entitled to relief under certain provisions of the Code, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

In addition, our failure to qualify as a REIT would trigger the following consequences:


	•	we would be obligated to repurchase certain classes of our preferred stock, plus accrued and unpaid dividends to the date of repurchase; and

	•	we would be in default under our primary credit facilities and certain other loan agreements.


	*REIT distribution requirements limit our available cash.*

As a REIT, we are subject to annual distribution requirements, which limit the amount of cash we retain for other business purposes, including amounts to fund our growth. We generally must distribute annually at least 90% of our net REIT taxable income, excluding any net capital gain, in order for our distributed earnings not to be subject to corporate income tax. We intend to make distributions to our stockholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code.


	*Legislative or other actions affecting REITs could have a negative effect on us.*

The rules dealing with Federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the United States Treasury Department. Changes to the tax laws, which may have retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. For example, under legislation effective January 1, 2001, if any of our taxable REIT subsidiaries were deemed to operate or manage a health care or lodging facility, we would fail to qualify as a REIT. Although we believe that, since January 1, 2001, none of our taxable REIT subsidiaries have operated or managed any health care or lodging facilities, the statute provides little guidance as to the definition of a health care or lodging facility. Accordingly, we cannot assure that the IRS will not contend that any of our taxable REIT subsidiaries operate or manage a health care or lodging facility, resulting in our disqualification as a REIT.


	*A reduction, in 2003, in the maximum tax rate applicable to dividends may make REIT investments less attractive.*

Tax legislation enacted in 2003 reduced (through 2008) the maximum tax rate for dividends payable to individuals from 38.6% to 15%. Dividends payable by REITs are generally not eligible for the reduced rates.

Although this legislation does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the capital stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the capital stock of REITs, including our Common Stock. In addition, the relative attractiveness of real estate in general may be adversely affected by the newly favorable tax treatment given to corporate dividends, which could negatively affect the value of our real estate assets.


	*The FBI has issued alerts regarding potential terrorist threats involving apartment buildings — a risk for which we are only partially insured.*

From time to time, the Federal Bureau of Investigation, or FBI, and the United States Department of Homeland Security issue alerts regarding potential terrorist threats involving apartment buildings. Threats of future terrorist attacks, such as those announced by the FBI and the Department of Homeland Security, could have a negative effect on rent and occupancy levels at our properties. The effect that future terrorist activities or threats of such activities could have on our business is uncertain and unpredictable. If we incur a loss at a property as a result of an act of terrorism, we could lose all or a portion of the capital we have invested in the property, as well as the future revenue from the property. Since September 2001, our lenders have increased their scrutiny regarding terrorism exposure, and we have sometimes been required to purchase terrorism insurance. In all cases, we have purchased insurance that exceeds the minimum requirements of our lenders. Currently, these costs have not had a negative effect on our consolidated financial condition or results of operations.


	*The market place for insurance coverage is uncertain and in some cases insurance is becoming more expensive and more difficult to obtain.*

The current insurance market is characterized by volatility with respect to premiums, deductibles and coverage. For certain types of coverage, such as property coverage, we are currently experiencing stable or declining premiums. For other types of coverage, however, such as liability and executive coverage, we continue to experience rising premiums, higher deductibles, and more restrictive coverage language. Although we make use of many alternative methods of risk financing that enable us to insulate ourselves to some degree from variations in coverage language and cost, sustained deterioration in insurance marketplace conditions may have a negative effect on our operating results.


	*Limits on ownership of shares in our charter may result in the loss of economic and voting rights by purchasers that violate those limits.*

Our charter limits ownership of our Common Stock by any single stockholder to 8.7% of our outstanding shares of Common Stock, or 15% in the case of certain pension trusts, registered investment companies and Mr. Considine. Our charter also limits ownership of our Common Stock and preferred stock by any single stockholder to 8.7% of the value of the outstanding Common Stock and preferred stock, or 15% in the case of certain pension trusts, registered investment companies and Mr. Considine. The charter also prohibits anyone from buying shares of our capital stock if the purchase would result in us losing our REIT status. This could happen if a transaction results in fewer than 100 persons owning all of our shares of capital stock or results in five or fewer persons, applying certain attribution rules of the Code, owning 50% or more of the value of all of our shares of capital stock. If anyone acquires shares in excess of the ownership limit or in violation of the ownership requirements of the Code for REITs:


	•	the transfer will be considered null and void;

	•	we will not reflect the transaction on our books;

	•	we may institute legal action to enjoin the transaction;

	•	we may demand repayment of any dividends received by the affected person on those shares;

	•	we may redeem the shares;


	•	the affected person will not have any voting rights for those shares; and

	•	the shares (and all voting and dividend rights of the shares) will be held in trust for the benefit of one or more charitable organizations designated by us.

We may purchase the shares of capital stock held in trust at a price equal to the lesser of the price paid by the transferee of the shares or the then current market price. If the trust transfers any of the shares of capital stock, the affected person will receive the lesser of the price paid for the shares or the then current market price. An individual who acquires shares of capital stock that violate the above rules bears the risk that the individual:


	•	may lose control over the power to dispose of such shares;

	•	may not recognize profit from the sale of such shares if the market price of the shares increases;

	•	may be required to recognize a loss from the sale of such shares if the market price decreases; and

	•	may be required to repay to us any distributions received from us as a result of his or her ownership of the shares.


	*Our charter may limit the ability of a third party to acquire control of us.*

The 8.7% ownership limit discussed above may have the effect of precluding acquisition of control of us by a third party without the consent of our Board of Directors. Our charter authorizes our Board of Directors to issue up to 510,587,500 shares of capital stock. As of December 31, 2004, 426,157,976 shares were classified as Common Stock and 84,429,524 shares were classified as preferred stock. Under our charter, our Board of Directors has the authority to classify and reclassify any of our unissued shares of capital stock into shares of capital stock with such preferences, rights, powers and restrictions as our Board of Directors may determine. The authorization and issuance of a new class of capital stock could have the effect of delaying or preventing someone from taking control of us, even if a change in control were in our stockholders’ best interests.


	*Maryland business statutes may limit the ability of a third party to acquire control of us.*

As a Maryland corporation, we are subject to various Maryland laws that may have the effect of discouraging offers to acquire us and increasing the difficulty of consummating any such offers, even if our acquisition would be in our stockholders’ best interests. The Maryland General Corporation Law restricts mergers and other business combination transactions between us and any person who acquires beneficial ownership of shares of our stock representing 10% or more of the voting power without our Board of Directors’ prior approval. Any such business combination transaction could not be completed until five years after the person acquired such voting power, and generally only with the approval of stockholders representing 80% of all votes entitled to be cast and 66²/3% of the votes entitled to be cast, excluding the interested stockholder, or upon payment of a fair price. Maryland law also provides generally that a person who acquires shares of our capital stock that represent 10% or more of the voting power in electing directors will have no voting rights unless approved by a vote of two-thirds of the shares eligible to vote. Additionally, Maryland law provides, among other things, that the board of directors has broad discretion in adopting stockholders’ rights plans and has the sole power to fix the record date, time and place for special meetings of the stockholders. In addition, Maryland law provides that corporations that:


	•	have at least three directors who are not employees of the entity or related to an acquiring person; and

	•	are subject to the reporting requirements of the Securities Exchange Act of 1934,

may elect in their charter or bylaws or by resolution of the board of directors to be subject to all or part of a special subtitle that provides that:


	•	the corporation will have a staggered board of directors;

	•	any director may be removed only for cause and by the vote of two-thirds of the votes entitled to be cast in the election of directors generally, even if a lesser proportion is provided in the charter or bylaws;


	•	the number of directors may only be set by the board of directors, even if the procedure is contrary to the charter or bylaws;

	•	vacancies may only be filled by the remaining directors, even if the procedure is contrary to the charter or bylaws; and

	•	the secretary of the corporation may call a special meeting of stockholders at the request of stockholders only on the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting, even if the procedure is contrary to the charter or bylaws.

To date, we have not made any of the elections described above.


Item 2.	*Properties*

Our properties are located in 47 states, the District of Columbia and Puerto Rico. As of December 31, 2004, our conventional properties are operated through 17 regional operating centers and a university communities group. Affordable property operations are managed through Aimco Capital and are operated through four regional operating centers. The following table sets forth information on all of our property operations as of December 31, 2004 and 2003:


		December 31, 2004				December 31, 2003

		Number of		Number		Number of		Number
Regional Operating Center		Properties		of Units		Properties		of Units

Conventional:
Atlanta, GA			31		8,644		37		10,826
Austin, TX			24		5,388		—		—	(1)
Boston, MA			16		5,745		14		5,385
Chicago, IL			36		9,697		41		10,747
Columbia, SC			61		14,414		64		14,979
Dallas, TX			36		8,867		63		14,837
Denver, CO			34		7,572		34		7,572
Houston, TX			37		9,776		37		9,776
Indianapolis, IN			37		11,191		41		11,925
Los Angeles, CA			38		10,468		43		11,900
Michigan			26		9,507		58		16,629
Ohio			30		6,099		—		—	(1)
Philadelphia, PA			16		7,451		17		7,681
Phoenix, AZ			36		10,001		42		11,388
Rockville, MD			38		14,024		39		14,502
South Florida			15		5,862		17		6,507
Tampa/ Orlando, FL			54		14,931		59		16,102
University Communities			16		4,277		14		3,773

	Total conventional owned and managed		581		163,914		620		174,529

Affordable (Aimco Capital):
Midwest			63		8,324		102		14,067
Northeast			108		16,280		132		19,023
Southeast			109		10,025		116		11,472
West			86		8,872		100		9,647

	Total affordable owned and managed		366		43,501		450		54,209

Owned but not managed			59		7,245		50		8,257
Property managed for third parties			72		7,841		96		11,137
Asset managed for third parties			421		41,233		413		39,428

Total			1,499		263,734		1,629		287,560


(1)	As of December 31, 2003, we operated our conventional properties through 15 regional operating centers. The regional operating centers in Austin, TX and Ohio were added during 2004.

At December 31, 2004, we owned an equity interest in and consolidated 676 properties containing 169,932 apartment units, which we refer to as “consolidated.” These consolidated properties contain, on average, 251 apartment units, with the largest property containing 2,899 apartment units. These properties offer residents a

range of amenities, including swimming pools, clubhouses, spas, fitness centers, tennis courts and saunas. Many of the apartment units offer design and appliance features such as vaulted ceilings, fireplaces, washer and dryer hook-ups, cable television, balconies and patios. Additional information on our consolidated properties is contained in “Schedule III, Real Estate and Accumulated Depreciation” in this Annual Report. At December 31, 2004, we held an equity interest in and did not consolidate 330 properties containing 44,728 apartment units, which we refer to as “unconsolidated.” In addition, we provided property management services for third parties owning 72 properties containing 7,841 apartment units, and asset management services for third parties owning 421 properties containing 41,233 apartment units, although in certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or other fund.

Substantially all of our consolidated properties are encumbered by mortgage indebtedness. At December 31, 2004, our consolidated properties were encumbered by aggregate mortgage indebtedness totaling $5,604.7 million (not including $50.2 million of mortgage indebtedness included within liabilities related to assets held for sale), having an aggregate weighted average interest rate of 5.95%. Such mortgage indebtedness was secured by 648 properties with a combined net book value of $8,687.0 million. Included in the 648 properties, we had a total of 48 mortgage loans, with an aggregate principal balance outstanding of $539.2 million, that were each secured by property and cross-collateralized with certain (but not all) other mortgage loans within this group of 48 mortgage loans. See Note 6 of the consolidated financial statements in Item 8 for additional information about our indebtedness.


Item 3.	*Legal Proceedings*

See the information under the caption “Legal Matters” in Note 9 of the consolidated financial statements in Item 8 for information regarding legal proceedings, which information is incorporated by reference in this Item 3.


Item 4.	*Submission of Matters to a Vote of Security Holders*

None.

PART II


Item 5.	*Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities*

Our Common Stock has been listed and traded on the NYSE under the symbol “AIV” since July 22, 1994. The following table sets forth the quarterly high and low sales prices of our Common Stock, as reported on the NYSE, and the dividends declared for the periods indicated:


						Dividends
						Declared
Quarter Ended		High		Low		(per share)

2004
	December 31, 2004	$	39.25	$	34.60	$	0.60
	September 30, 2004		36.95		30.85		0.60
	June 30, 2004		31.50		26.45		0.60
	March 31, 2004		36.00		30.18		0.60
2003
	December 31, 2003		42.05		33.00		0.60
	September 30, 2003		39.85		34.11		0.60
	June 30, 2003		39.81		33.67		0.82
	March 31, 2003		39.19		34.64		0.82

On February 28, 2005, the closing price of our Common Stock was $38.26 per share, as reported on the NYSE and there were 94,877,048 shares of Common Stock outstanding, held by 3,868 stockholders of record. The number of holders does not include individuals or entities who beneficially own shares but whose shares are held of record by a broker or clearing agency, but does include each such broker or clearing agency as one recordholder.

As a REIT, we are required to distribute annually to holders of common stock at least 90% of our “real estate investment trust taxable income,” which, as defined by the Code and United States Department of Treasury regulations, is generally equivalent to net taxable ordinary income. We measure our economic profitability and intend to pay regular dividends to our stockholders based on Funds From Operations, less Capital Replacements during the relevant period. Future payment of dividends are at the discretion of our Board of Directors and will depend on numerous factors including our financial condition, capital requirements, the annual distribution requirements under the provisions of the Code applicable to REITs and such other factors as our Board of Directors deems relevant.

From time to time, we issue shares of Common Stock in exchange for common and preferred OP Units tendered to the Aimco Operating Partnership for redemption in accordance with the terms and provisions of the agreement of limited partnership of the Aimco Operating Partnership. Such shares are issued based on an exchange ratio of one share for each common OP Unit or applicable conversion ratio for preferred OP Units. The shares are generally issued in exchange for OP Units in private transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. During the three and twelve months ended December 31, 2004, approximately 23,000 and 735,000 shares of Common Stock were issued in exchange for common OP Units. During the three and twelve months ended December 31, 2004, approximately 365 and 8,000 shares of Common Stock were issued in exchange for preferred OP Units.

The following table summarizes repurchases of our equity securities in the year ended December 31, 2004 (1):


								Maximum Number
						Total Number of		of Shares that
						Shares Purchased		May Yet Be
	Total Number			Average		as Part of Publicly		Purchased Under
	of Shares			Price Paid		Announced Plans or		Plans or Programs
Fiscal period	Purchased			per Share		Programs		(in millions)

January 1 — January 31, 2004		—			—		—		1.9
February 1 — February 29, 2004		397,272	(2)	$	31.70		397,272		1.5
March 1 — March 31, 2004		—			—		—		1.5
April 1 — April 30, 2004		—			—		—		1.5
May 1 — May 31, 2004		—			—		—		1.5
June 1 — June 30, 2004		—			—		—		1.5
July 1 — July 31, 2004		—			—		—		1.5
August 1 — August 31, 2004		—			—		—		1.5
September 1 — September 30, 2004		—			—		—		1.5
October 1 — October 31, 2004		—			—		—		1.5
November 1 — November 30, 2004		—			—		—		1.5
December 1 — December 31, 2004		—			—		—		1.5

Total		397,272		$	31.70		397,272


(1)	Our Board of Directors has, from time to time, authorized us to repurchase shares of our outstanding capital stock. Currently, we are authorized to repurchase up to a total of approximately 1.5 million shares of either our Common Stock or preferred stock. These repurchases may be made from time to time in the open market or in privately negotiated transactions, subject to applicable law.

(2)	Of these shares of Common Stock repurchased, 110,000 were purchased in open-market transactions and 287,272 were purchased in a privately negotiated transaction.


	Item 6. Selected Financial Data

The following selected financial data is based on our audited historical financial statements. This information should be read in conjunction with such financial statements, including the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein or in previous filings with the Securities and Exchange Commission.


		For the Years Ended December 31,

		2004			2003(1)			2002(1)			2001(1)			2000(1)

		(Dollar amounts in thousands, except per share data)
OPERATING DATA:
Total revenues		$	1,468,915		$	1,394,705		$	1,266,919		$	1,168,556		$	893,172
Total expenses			(1,140,157	)		(975,686	)		(801,593	)		(787,063	)		(651,168	)
Operating income			328,758			419,019			465,326			381,493			242,004
Income from continuing operations			55,696			64,148			148,606			89,806			81,010
Income from discontinued operations, net			211,758			94,709			20,440			17,546			18,168
Cumulative effect of change in accounting principle			(3,957	)		—			—			—			—
Net income			263,497			158,857			169,046			107,352			99,178
Net income attributable to preferred stockholders			88,804			93,565			93,558			90,331			63,183
Net income attributable to common stockholders			174,693			65,292			75,488			17,021			35,995
OTHER INFORMATION:
Total consolidated properties (end of period)			676			679			728			557			566
Total consolidated apartment units (end of period)			169,932			174,172			187,506			157,256			153,872
Total unconsolidated properties (end of period)			330			441			511			569			683
Total unconsolidated apartment units (end of period)			44,728			62,823			73,924			91,512			111,748
Units managed for others (end of period)(2)			49,074			50,565			56,722			31,520			60,669
Earnings (loss) per common share —basic:
	Income (loss) from continuing operations (net of income attributable to preferred stockholders)	$	(0.36	)	$	(0.32	)	$	0.64		$	(0.01	)	$	0.26
	Net income attributable to common stockholders	$	1.88		$	0.70		$	0.88		$	0.23		$	0.53
Earnings (loss) per common share —diluted:
	Income (loss) from continuing operations (net of income attributable to preferred stockholders)	$	(0.36	)	$	(0.32	)	$	0.63		$	(0.01	)	$	0.26
	Net income attributable to common stockholders	$	1.88		$	0.70		$	0.87		$	0.23		$	0.52
Dividends declared per common share		$	2.40		$	2.84		$	3.28		$	3.16		$	2.80
BALANCE SHEET INFORMATION:
Real estate, net of accumulated depreciation		$	8,785,046		$	8,145,443		$	7,969,033		$	5,903,281		$	5,410,663
Total assets			10,072,241			10,087,394			10,309,101			8,300,672			7,699,874
Total indebtedness			5,988,372			5,731,701			5,560,096			4,101,516			3,896,506
Stockholders’ equity			3,008,160			2,860,657			3,163,387			2,710,615			2,501,657


(1)	Certain reclassifications have been made to 2003, 2002, 2001, and 2000 amounts to conform to the 2004 presentation. These reclassifications primarily represent presentation changes related to discontinued operations resulting from the 2002 adoption of Statement of Financial Accounting Standards No. 144. Also, effective January 1, 2001, as a result of the REIT Modernization Act permitting REITs to own taxable REIT subsidiaries, we began consolidating our previously unconsolidated taxable REIT subsidiaries. Prior to this date, we did not control such subsidiaries, which were accounted for under the equity method, and as a result, the periods prior to 2001 are not comparable.

(2)	In 2004, 2003 and 2002, includes approximately 41,233, 39,428 and 45,187 units, respectively, that are only asset managed by us, and not also property managed, although in certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or other fund.


	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

We are a self-administered and self-managed real estate investment trust, or REIT, engaged in the ownership, acquisition, management and redevelopment of apartment properties. Our property operations are characterized by diversification of product, location and price point. As of December 31, 2004, we owned or managed 1,499 apartment properties containing 263,734 units located in 47 states, the District of Columbia and Puerto Rico. Our primary sources of income and cash are rents associated with apartment leases.

The key financial indicators that we use in managing our business and in evaluating our financial condition and operating performance are: Funds From Operations, or FFO; FFO less spending for Capital Replacements, or AFFO; same store property operating results; net operating income; net operating income less spending for Capital Replacements; financial coverage ratios; and leverage as shown on our balance sheet. These terms are defined and described in the sections captioned “Funds From Operations” and “Capital Expenditures” below. The key macro-economic factors and non-financial indicators that affect our financial condition and operating performance are: rates of job growth; unemployment rates; single-family and multifamily housing starts; and interest rates.

Because our operating results depend primarily on income from our properties, the supply and demand for apartments substantially influences our results. Additionally, the level of expenses required to operate and maintain our properties and the pace and price at which we redevelop, acquire and dispose of our apartment properties can affect our operating results. Our cost of capital is affected by the conditions in the capital and credit markets and the terms that we negotiate for our equity and debt financings.

We have grown rapidly over the past decade, and during the past three years our growth has moderated. During 2004, the apartment industry continued to face a challenging operating environment — job growth at a pace slower than anticipated, low interest rates and an abundant supply of housing alternatives. In addition, we experienced greater difficulty as compared to our peers because our property operating systems and structure were not as effective in meeting the challenges presented by the apartment markets. The effect of these operational challenges was mitigated by a favorable investment climate in which we were able to sell properties at attractive prices, generally higher than the cost of replacement.

In response to this challenging operating environment and our specific operational issues, during late 2003 and throughout 2004 we adjusted our business strategies to compete successfully in challenging times and to be ready to maximize our opportunities as the economy improves. We focused on a number of areas related to improving operations, including those related to customer service, resident selection and retention, marketing, pricing, and operating cost management. Our resident selection initiatives designed to make our communities more desirable places to live and work, which drives better financial performance from higher and more stable occupancy levels, increased pricing power and reduced costs. In combination, our initiatives are resulting in improved customer service, better pricing decisions, increased resident quality, a focus on sales and marketing and higher employee satisfaction. Our revenue building initiatives are largely completed with processes in place for continued improvement in resident quality, pricing, sales and marketing.

Our focus in 2005 will be to continue to increase revenue and work on cost management and productivity initiatives including centralizing purchasing, restructuring business processes, using technology to increase efficiency and implementing structured monthly reporting to identify issues and improve effectiveness of spending. We believe that our improvement efforts are working and have resulted in a positive trend in certain operating results and are the foundation for long-term benefits that we began to realize in the second half of 2004 and expect to continue throughout 2005 and beyond. These initiatives and others have also resulted in improved asset quality, and we will continue to seek opportunities to reinvest in our properties through capital expenditures and to manage our portfolio through property sales and acquisitions.

The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the financial statements.

Results of Operations


	*Overview*


	2004 compared to 2003

We recognized net income of $263.5 million and net income attributable to common stockholders of $174.7 million for the year ended December 31, 2004, compared to net income of $158.9 million and net income attributable to common stockholders of $65.3 million for the year ended December 31, 2003, increases of $104.6 million and $109.4 million, respectively. These increases were principally due to the following items, all of which are discussed in further detail within this section:


	•	an increase in net gain on disposition of real estate (including the gain recognized in discontinued operations and the gain related to unconsolidated entities and other); and

	•	an increase in activity fees and asset management revenues.

These increases were partially offset by:


	•	an overall decline in net operating income, which included increases related to acquisitions and newly consolidated properties, offset by a decline in same store net operating results;

	•	an increase in general and administrative expenses;

	•	an increase in interest expense; and

	•	an increase in depreciation and amortization expense.

The following paragraphs discuss these and other items affecting our results of operations in more detail.


	2003 compared to 2002

We recognized net income of $158.9 million and net income attributable to common stockholders of $65.3 million for the year ended December 31, 2003, compared to net income of $169.0 million and net income attributable to common stockholders of $75.5 million for the year ended December 31, 2002, decreases of $10.1 million and $10.2 million, respectively. These decreases were principally due to the following items, all of which are discussed in further detail within this section:


	•	an overall decline in net operating income, which included increases related to acquisitions and newly consolidated properties, offset by a decline in same store net operating results;

	•	an increase in depreciation and amortization expenses;

	•	an increase in interest expense;

	•	a decrease in interest income; and

	•	a decrease in property management revenues.

These decreases were partially offset by:


	•	an increase in net gain on disposition of real estate (including the gain recognized in discontinued operations and the gain relating to unconsolidated entities); and

	•	lower minority interest allocations as a result of lower property operating results.


	*Rental Property Operations*

Our operating income is primarily generated from the operations of our consolidated properties. The principal components within our total consolidated property operations are: consolidated same store properties, which consist of all conventional properties that were owned, stabilized and consolidated for all comparable periods presented; and other consolidated entities, which include acquisition, newly consolidated, affordable and redevelopment properties.

The following table summarizes the overall performance of our consolidated properties for the years ended December 31, 2004, 2003 and 2002 (in thousands):


	Year Ended December 31,

	2004		2003		2002

Rental and other property revenues	$	1,401,653	$	1,336,515	$	1,188,747
Property operating expenses		668,807		585,185		465,318

Net operating income	$	732,846	$	751,330	$	723,429

For the year ended December 31, 2004, compared to the year ended December 31, 2003, net operating income for our consolidated property operations decreased by $18.5 million, or 2.5%. This decrease was principally due to a $40.3 million decrease in consolidated same store net operating income (see further discussion of same store results under the heading “Conventional Same Store Property Operating Results”). Additionally, there was a $6.6 million decrease related to net casualty losses and other costs primarily resulting from hurricanes and tropical storms in the third quarter of 2004, which damaged over 100 of our properties and $4.0 million in higher property management costs. These decreases were offset by an $18.2 million increase related to operations of newly consolidated properties, which are properties that had been previously unconsolidated and accounted for by the equity method (42 properties first consolidated in 2004, which includes 24 properties that were consolidated due to the adoption of Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, or FIN 46, and 12 properties that were first consolidated after the first quarter of 2003) and a $16.0 million increase related to operations of acquisition properties, which were principally comprised of The Palazzo at Park La Brea and 10 other properties purchased in 2004, and three properties purchased in 2003.

For the year ended December 31, 2003, compared to the year ended December 31, 2002, net operating income for our consolidated property operations increased by $27.9 million, or 3.9%. This increase was principally due to $62.2 million related to operations of newly consolidated properties (19 properties first consolidated in 2003 and 78 properties first consolidated in 2002) and $34.6 million related to operations of acquisition properties, which were principally comprised of three properties purchased in 2003, 115 properties acquired in the March 2002 acquisition of Casden Properties, Inc., 11 properties acquired in the August 2002 acquisition of New England area properties, and two properties purchased in 2002. This was partially offset by a $71.1 million decrease in consolidated same store net operating income (see further discussion of same store results under the heading “Conventional Same Store Property Operating Results”).

Conventional Same Store Property Operating Results

Same store operating results is a key indicator we use to assess the performance of our property operations and to understand the period over period operations of a consistent portfolio of properties. We define “same store” properties as conventional properties in which our ownership interest exceeds 10% and the operations of which are stabilized for all periods presented. To ensure comparability, the information for all periods shown is based on current period ownership. The following table summarizes the conventional rental property operations on a “same store” basis (which is not in accordance with generally accepted accounting principles, or GAAP)

and reconciles them to consolidated rental property operations (which is in accordance with GAAP) described in the above comparative discussions (dollars in thousands):


		Year Ended December 31,

		2004			2003			2002

Our share of same store revenues		$	890,441		$	897,271		$	931,966
Our share of same store expenses			402,152			381,052			342,792

Our share of same store net operating income			488,289			516,219			589,174
Adjustments to reconcile same store net operating income to real estate segment net operating income(1)			244,557			235,111			134,255

Real estate segment net operating income		$	732,846		$	751,330		$	723,429

Same store statistics for three year period:
	Properties		499			499			499
	Apartment units		139,102			139,102			139,102
	Average physical occupancy		90.1	%		91.7	%		92.6	%
	Average rent /unit/month	$	685		$	686		$	705

(1)

Includes: (i) minority partners’ share of consolidated, less our share of unconsolidated, property revenues and property operating expenses (at current period ownership); (ii) property revenues and property operating expenses related to consolidated properties other than same store properties (e.g., affordable, acquisition and redevelopment properties); and (iii) eliminations and other adjustments made in accordance with GAAP.

For the year ended December 31, 2004, compared to the year ended December 31, 2003, our share of same store net operating income decreased $27.9 million, or 5.4%. Revenues decreased $6.8 million, or 0.8%, primarily due to lower occupancy (down 1.6%), and slightly lower average rent (down $1 per unit), offset by higher utility reimbursements from residents and lower bad debt expense. Expenses increased by $21.1 million, or 5.5%, primarily due to: an increase of $18.9 million in compensation and benefit expense related to a new employee health plan, merit increases and increased staffing levels; an increase of $3.7 million in utilities due to the increase in the cost of natural gas; and an increase of $3.9 million in marketing and administrative expenses associated with our efforts to increase occupancy. These increases were partially offset by a decrease in property taxes related to successful appeals and changes in estimates related to assessments.

For the year ended December 31, 2003, compared to the year ended December 31, 2002, our share of same store net operating income decreased $73.0 million, or 12.4%. Revenues decreased $34.7 million, or 3.7%, primarily due to lower average rent (down $19 per unit), lower occupancy (down 0.9%), and increased bad debt. Expenses increased by $38.3 million, or 11.2%, primarily due to: an increase of $10.1 million in turnover, marketing and administrative costs in 2003 related to focused efforts to improve property appearance and the condition of units ready to be occupied; $9.6 million in contract services and repairs and maintenance primarily driven by seasonal factors such as landscaping and snow removal due to more severe winter conditions in 2003 than in 2002; $6.0 million in utilities due to the increase in the cost of natural gas, electric, water and sewer; and $4.8 million in property hazard insurance due to increased casualty losses.


	*Property Management*

We earn income from property management primarily from unconsolidated real estate partnerships for which we are the general partner. The income is primarily in the form of fees generated through property management and other associated activities. Our revenue from property management decreases as we consolidate real estate partnerships and the income generated is therefore eliminated in consolidation. We expect this trend to continue as we increase our ownership in more of these partnerships or otherwise determine that consolidation is required by GAAP. Additionally, our revenue decreases as properties within our unconsolidated real estate partnerships are sold. Offsetting the revenue earned in property management are the direct expenses associated with property management.

The following table summarizes the overall performance of our property management business for the years ended December 31, 2004, 2003 and 2002 (in thousands):


	Year Ended December 31,

	2004		2003		2002

Property management revenues, primarily from affiliates	$	32,461	$	37,992	$	56,550
Property management expenses		9,199		8,106		7,340

Net operating income from property management	$	23,262	$	29,886	$	49,210

For the year ended December 31, 2004, compared to the year ended December 31, 2003, net operating income from property management decreased by $6.6 million, or 22.2%. For the year ended December 31, 2003, compared to the year ended December 31, 2002, net operating income from property management decreased by $19.3 million, or 39.3%. In both periods the decreases were principally due to an increase in consolidated real estate partnerships, which required elimination of fee income and associated property operating expense related to such partnerships, and the sales of properties within our unconsolidated partnerships (53 properties in 2004 and 37 properties in 2003) that had previously generated property management revenues.


	*Activity Fees and Asset Management*

Activity fees are generated from transactional activity including dispositions, syndications, tax credit redevelopments and refinancings. These transactions occur on varying timetables, thus the income generated may vary from period to period. The majority of these fees are generated by transactions related to affordable properties within the Aimco Capital portfolio. Asset management revenue is from the financial management of properties, rather than management of day-to-day property operations. Asset management revenue includes deferred asset management fees that are recognized once a transaction or improvement in operations has occurred to generate available cash. Offsetting the revenue earned in activity fees and asset management are the direct expenses associated with these activities.

The following table summarizes the overall performance of our activity fees and asset management for the years ended December 31, 2004, 2003 and 2002 (in thousands):


	Year Ended December 31,

	2004		2003		2002

Activity fees and asset management revenues, primarily from affiliates	$	34,801	$	20,198	$	21,622
Activity and asset management expenses		11,802		8,367		9,747

Net operating income from activity fees and asset management	$	22,999	$	11,831	$	11,875

Included in the activity fees and asset management revenues, primarily from affiliates for the years ended December 31, 2004, 2003 and 2002, were $30.3 million, $18.9 million and $19.7 million, respectively, of fees related to affordable properties within the Aimco Capital portfolio.

For the year ended December 31, 2004, compared to the year ended December 31, 2003, net operating income from activity fees and asset management increased by $11.2 million, or 94.4%. This overall increase was principally a result of increased activity fees related to disposition, refinancing and developer activities of $7.3 million, $2.3 million and $3.0 million, respectively, due to a greater number of transactions in 2004 than in 2003. Additionally, there was an increase of $2.9 million related to the recognition of deferred asset management fees resulting from closed transactions and improved operations. These increases were offset by a $2.1 million decrease related to syndication fees and $3.4 million in higher expenses associated with these activities.

For the year ended December 31, 2003, compared to the year ended December 31, 2002, net operating income from activity fees and asset management decreased by $0.04 million. This overall decrease was principally a result of decreased activity fees related to disposition and refinancing activities of $2.6 million and $2.3 million, respectively, due to a fewer number of transactions in 2003 than in 2002. Additionally, there was a decrease of $3.5 million related to the recognition of deferred asset management fees resulting from fewer closed

transactions in 2003. These decreases were offset by a $6.6 million increase related to syndication fees and lower expenses of $1.4 million associated with these activities.


	*Depreciation and Amortization*

For the year ended December 31, 2004, compared to the year ended December 31, 2003, depreciation and amortization increased $37.2 million, or 11.2%. This increase was principally due to $11.3 million and $7.2 million of additional depreciation related to the newly consolidated and acquisition properties, respectively, as well as $10.5 million from the completion of certain redevelopment properties. Additionally, $7.1 million of the increase resulted from additional depreciation on certain assets where, based on a periodic review, the estimated useful lives were reduced.

For the year ended December 31, 2003, compared to the year ended December 31, 2002, depreciation and amortization increased $63.5 million, or 23.7%. This increase was principally due to $23.4 million and $23.5 million of additional depreciation related to the acquisition properties and the newly consolidated properties, respectively, as well as $12.3 million of additional depreciation related to new capital spending on same store properties. Additionally, amortization of intangibles increased $2.7 million as a result of additional amortization recognized due to the termination of certain management contracts acquired in the Casden Transactions.


	*General and Administrative Expenses*

For the year ended December 31, 2004, compared to the year ended December 31, 2003, general and administrative expenses increased $29.4 million, or 60.5%. This increase was principally due to: $15.5 million in higher compensation related to increased staffing levels, merit increases and variable compensation; $7.7 million related to increased health insurance costs and the effect of a favorable change in 2003 related to our accrual for insurance claims incurred but not reported (IBNR); $3.2 million in increased amortization of restricted stock and stock option compensation; and $3.1 million in legal costs and compliance costs primarily related to the internal control reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

For the year ended December 31, 2003, compared to the year ended December 31, 2002, general and administrative expenses remained relatively flat decreasing $0.4 million, or 0.8%. This decrease was principally due to: $6.0 million related to lower health insurance costs and the effect of a favorable change in our IBNR accrual in 2003; and $2.9 million in lower salaries, primarily related to lower variable compensation. These decreases were offset by an $8.7 million increase in consulting fees associated with the implementation of site level software and legal fees.


	*Other Expenses (Income), Net*

Other expenses (income), net includes tax provision/benefit, franchise taxes, risk management activities related to our unconsolidated partnerships and partnership expenses.

For the year ended December 31, 2004, compared to the year ended December 31, 2003, other expenses (income), net changed $9.7 million from income of $6.3 million in 2003 to expense of $3.4 million in 2004. This change was principally due to a $10.8 million lower tax benefit recognized in 2004 as compared to 2003, due primarily to an $8.0 million benefit related to the reversal of a deferred income tax asset valuation allowance (see further discussion in Note 10 of the consolidated financial statements in Item 8). In the year ended December 31, 2004, there was a tax benefit of $7.2 million recorded, as compared to $18.0 million in the year ended December 31, 2003.

For the year ended December 31, 2003, compared to the year ended December 31, 2002, other expenses (income), net changed $8.3 million from expense of $2.0 million in 2002 to income of $6.3 million in 2003. This change was principally due to a $15.1 million higher tax benefit recognized in 2003 as compared to 2002, partially offset by $2.4 million in higher franchise taxes and $1.3 million in decreased risk operations due to increased legal expenses. In the year ended December 31, 2003, there was a tax benefit of $18.0 million recorded, as compared to $2.9 million in the year ended December 31, 2002. See discussion above on the 2003 tax activity.


	*Interest Income*

Interest income consists primarily of interest and accretion on general partner notes receivable from our unconsolidated real estate partnerships. Transactions that result in accretion occur on varying timetables and thus the income generated may vary from period to period.

For the year ended December 31, 2004, as compared to the year ended December 31, 2003, interest income increased $7.6 million, or 30.8%. This increase was principally a result of $5.0 million in higher interest due from general partner notes receivable, and $3.0 million in higher accretion income.

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, interest income decreased $51.6 million, or 67.5%. This decrease was principally a result of: $33.5 million in reduced accretion income; $11.1 million in lower interest due from general partner notes receivable resulting from the consolidation of real estate partnerships, and therefore the elimination of interest income, as well as the collection of outstanding notes receivable; and $7.7 million related to gain recognized in second quarter 2002 on the sale of certain tax-exempt bonds.


	*Recovery of (Provision for) Losses on Notes Receivable*

For the year ended December 31, 2004, as compared to the year ended December 31, 2003, recovery of (provision for) losses on notes receivable changed $3.9 million from a provision of $2.2 million in 2003 to a recovery of $1.8 million in 2004. For the year ended December 31, 2003, as compared to the year ended December 31, 2002, provision for losses on notes receivable decreased $6.8 million.

The provision or recovery in each period was determined based on our periodic review of the collectibility of each loan made to affiliated partnerships within our loan receivable portfolio as well as actual cash collections. We continue to monitor these loans and assess the collectibility of each loan on a periodic basis and record provisions as necessary based on the projected operating cash flows of the underlying real estate assets.


	*Interest Expense*

For the year ended December 31, 2004, compared to the year ended December 31, 2003, interest expense, which includes the amortization of deferred financing costs, increased $24.8 million, or 7.3%. This increase was principally due to: $9.9 million resulting from interest on the additional debt related to the newly consolidated properties; $9.6 million resulting from interest on the additional debt related to acquisition properties; and a $4.7 million decrease in capitalized interest due to redevelopment properties being placed in service. Additionally, an $8.8 million increase related to the credit facility and term loan (of which $1.8 million was associated with the write-off of deferred loan costs related to the November 2004 modification of the credit facility and term loan and $0.8 million related to the payoff of the indebtedness incurred to complete the Casden Transactions) due to higher average principal balances along with a higher weighted average interest rate. The November 2004 modification reduced the spread over LIBOR by an average of 1.25%, which will favorably impact interest expense related to our revolving credit facility and $300 million term loan. These increases were partially offset by lower weighted average effective interest rates on mortgage debt due to refinancings that occurred in 2003 and 2004.

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, interest expense increased $47.0 million, or 16.0%. This increase was principally due to $26.6 million and $21.3 million of additional interest on the debt related to the newly consolidated properties and the acquisition properties, respectively.


	*Deficit Distributions to Minority Partners*

When real estate partnerships consolidated in our financial statements make cash distributions to partners in excess of the carrying amount of the minority interest, we record a charge equal to the amount of such distribution, even though there is no economic effect or cost.

For the year ended December 31, 2004, as compared to the year ended December 31, 2003, deficit distributions to minority partners decreased $4.6 million, or 20.4%. For the year ended December 31, 2003, as compared to the year ended December 31, 2002, deficit distributions to minority partners decreased $4.9 million, or 17.8%. Each of these decreases were due to reduced levels of distributions being made by the consolidated real estate partnerships as a result of lower refinancing activity and decreased operating results, as well as our increased ownership of such partnerships.


	*Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships*

For the year ended December 31, 2004, as compared to the year ended December 31, 2003, equity in losses of unconsolidated real estate partnerships decreased $4.7 million, or 72.5%. This decrease in loss was principally the result of increased ownership in certain unconsolidated partnerships and better property operating results at certain properties.

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, equity in earnings (losses) of unconsolidated real estate partnerships changed $7.1 million from equity in earnings of $0.7 million in 2002 to equity in losses of $6.4 million in 2003. This increase was principally the result of the purchase of equity interests in unconsolidated real estate partnerships that resulted in these properties becoming consolidated. Such real estate partnerships owned better performing properties that are now contributing to consolidated rental revenues and expenses. In addition, the remaining properties within unconsolidated real estate partnerships had decreased earnings driven by lower property operating results in 2003 than in 2002.


	*Gain (Loss) on Dispositions of Real Estate Related to Unconsolidated Entities and Other*

Gain on dispositions of real estate related to unconsolidated entities and other includes our share of gain related to dispositions of real estate within our unconsolidated real estate partnerships, gain on dispositions of non-depreciable assets and costs related to asset disposal activities. Gains (losses) on properties sold are determined on a property-by-property basis and are not comparable period to period.

For the year ended December 31, 2004, as compared to the year ended December 31, 2003, gain on dispositions of real estate related to unconsolidated entities and other increased $65.5 million. This increase was principally due to a $34.6 million gain on the sale of a parcel of land located in Florida, and $17.4 million gain from the sale of one of our unconsolidated core properties.

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, gain on dispositions of real estate related to unconsolidated entities and other increased $25.5 million. Included in 2002 was a loss of approximately $28.0 million that resulted primarily from a change in estimate due to better insight into information related to the finalization of the recording of purchase price accounting to appropriate entities acquired in past acquisitions and the related historical estimation process in determining the carrying value of assets sold. The recognition of this amount in 2002 was considered to be a change in estimate associated with the historical estimated gain or loss on the sale of these properties. The recognition of this change in estimate resulted in a decrease in basic and diluted earnings per share of $0.28 for the year ended December 31, 2002.


	*Minority Interest in Consolidated Real Estate Partnerships*

For the year ended December 31, 2004, as compared to the year ended December 31, 2003, minority interest in consolidated real estate partnerships changed $17.5 million. For the year ended December 31, 2003, as compared to the year ended December 31, 2002, minority interest in consolidated real estate partnerships changed $13.5 million. The changes in both periods were principally a result of decreased earnings caused by lower property operating results than in the prior year.


	*Income from Discontinued Operations, Net*

For properties accounted for as held for sale, 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 all property-

related revenues and operating expenses, depreciation expense recognized prior to the classification as held for sale, property-specific interest expense to the extent there is secured debt on the property and the associated minority interest. In addition, any impairment losses on assets held for sale, and the net gain on the eventual disposal of properties held for sale are reported as discontinued operations.

For the years ended December 31, 2004, 2003, and 2002, income from discontinued operations, net totaled $211.8 million, $94.7 million and $20.4 million, respectively, which includes income from operations of $6.6 million, $15.4 million and $35.6 million, respectively. In 2004, the income from operations included 68 properties that were sold or classified as held for sale during 2004. In 2003 and 2002, the income from operations included 140 properties and 182 properties, respectively, that were sold or classified as held for sale in 2002, 2003 and 2004. Due to varying number of properties and the timing of sales, the income from operations is not comparable year to year.

During 2004, we sold 54 properties, resulting in a net gain on sale of approximately $233.9 million (which is net of $16.0 million of related taxes). Additionally, we recognized $7.3 million in impairment losses on assets sold or held for sale in 2004. During 2003, we sold 72 properties, resulting in a net gain on sale of approximately $89.7 million (which is net of $12.1 million of related taxes). Additionally, we recognized $9.0 million in impairment losses on assets sold or held for sale in 2003. During 2002, we sold 42 properties, resulting in a net loss on sale of approximately $8.5 million (including $2.5 million of related taxes). Additionally, we recognized $2.9 million in impairment losses on assets sold or held for sale in 2002.

Gains (losses) on properties sold are determined on a property-by-property basis and are not comparable period to period. See Note 15 of the consolidated financial statements in Item 8 for more details on discontinued operations.


	*Cumulative Effect of Change in Accounting Principle*

On March 31, 2004, we recorded a $4.0 million cumulative effect of change in accounting principle related to the adoption of FIN 46. This charge is attributable to our recognition of cumulative losses allocable to minority interest that would otherwise have resulted in minority interest deficits. See Note 2 of the consolidated financial statements in Item 8 for further information.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe that the following critical accounting policies involve our more significant judgments and estimates used in the preparation of our consolidated financial statements.


	*Impairment of Long-Lived Assets*

Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of a property may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

Real estate investments are subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of our real estate investments. These factors include:


	•	the general economic climate;

	•	competition from other apartment communities and other housing options;

	•	local conditions, such as an increase in unemployment or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates;

	•	changes in governmental regulations and the related cost of compliance;


	•	increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents;

	•	changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing;

	•	changes in market capitalization rates; and

	•	the relative illiquidity of such investments.

Any adverse changes in these factors could cause an impairment in our long-lived assets, including real estate, goodwill and investments in unconsolidated real estate partnerships. Based on periodic tests of recoverability of long-lived assets, we have determined that the carrying amount for our properties to be held and used is recoverable and, therefore, we did not record any impairment losses related to such properties during the years ended December 31, 2004, 2003 and 2002.


	*Notes Receivable and Interest Income Recognition*

Notes receivable from unconsolidated real estate partnerships consist primarily of subordinated notes receivable from partnerships in which we are the general partner. The ultimate repayment of these notes is subject to a number of variables, including the performance and value of the underlying real estate property and the claims of unaffiliated mortgage lenders. Our notes receivable include loans extended by us that we carry at the face amount plus accrued interest, which we refer to as “par value notes,” and loans extended by predecessors whose positions we generally acquired at a discount, which we refer to as “discounted notes.”

We record interest income on par value notes as earned in accordance with the terms of the related loan agreements. We discontinue the accrual of interest on such notes when the notes are impaired, as discussed below, or when there is otherwise significant uncertainty as to the collection of interest. We record income on such nonaccrual loans using the cost recovery method, under which we apply cash receipts first to the recorded amount of the loan; thereafter, any additional receipts are recognized as income.

We recognize interest income on discounted notes receivable based upon whether the amount and timing of collections are both probable and reasonably estimable. We consider collections to be probable and reasonably estimable when the borrower has entered into certain closed or pending transactions (which include real estate sales, refinancings, foreclosures and rights offerings) that provide a reliable source of repayment. In such instances, we recognize accretion income, on a prospective basis using the effective interest method over the estimated remaining term of the loans, equal to the difference between the carrying amount of the discounted notes and the estimated collectible value. We record income on all other discounted notes using the cost recovery method. For the year ended December 31, 2004, if we had not been able to complete certain transactions, our accretion income would have decreased by $6.3 million ($0.06 per basic and diluted share). Accretion income recognized in any given period is based on our ability to complete transactions to monetize the notes receivable and the difference between the carrying value and the estimated collectible value of the notes; therefore, accretion income varies on a period by period basis and could be lower or higher than in prior periods.


	*Allowance for Losses on Notes Receivable*

We assess the collectibility of notes receivable on a periodic basis, which assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. The amount of the impairment to be recognized generally is based on the fair value of the partnership’s real estate that represents the primary source of loan repayment. In certain instances where other sources of cash flow are available to repay the loan, the impairment is measured by discounting the estimated cash flows at the loan’s original effective interest rate.

During the year ended December 31, 2004, we recorded $1.8 million in net recovery of impairment losses on notes receivable. During the years ended December 31, 2003 and 2002, we identified and recorded

$2.2 million, and $9.0 million in impairment losses on notes receivable (net of recoveries), respectively. We will continue to evaluate the collectibility of these notes, and we may adjust related allowances in the future due to changes in market conditions and other factors.


	*Capitalized Costs*

We capitalize direct and allocable indirect costs (including salaries, interest, real estate taxes and other costs) incurred in connection with redevelopment, Capital Improvement and Capital Replacement activities. We charge to expense as incurred indirect costs that do not relate to the above activities, including general and administrative expenses. The amounts capitalized depend on the volume and costs of such activities. Based on the level of capital spending during the year ended December 31, 2004, if capital activities had increased or decreased during the period by 10%, our income before minority interest would have increased or decreased, respectively, by approximately $5.1 million. See further discussion under the heading “Capital Expenditures.”

Funds From Operations

Funds From Operations, or FFO, is a non-GAAP financial measure that we believe, when considered with the financial data determined in accordance with GAAP, is helpful to investors in understanding our performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than do other depreciable assets such as machinery, computers or other personal property. The Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income, computed in accordance with GAAP, excluding gains (or losses) from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. We compute FFO for all periods presented in accordance with the guidance set forth by NAREIT’s April 1, 2002 White Paper, which we refer to as the White Paper. We calculate FFO (diluted) by subtracting redemption related preferred stock issuance costs and dividends on preferred stock, adding back dividends/ distributions on dilutive preferred securities and adding back the interest expense on dilutive mandatorily redeemable convertible preferred securities. FFO should not be considered an alternative to net income or net cash flows from operating activities, as calculated in accordance with GAAP, as an indication of our performance or as a measure of liquidity. FFO is not necessarily indicative of cash available to fund future cash needs. In addition, although FFO is a measure used for comparability in assessing the performance of real estate investment trusts, there can be no assurance that our basis for computing FFO is comparable with that of other real estate investment trusts.

For the years ended December 31, 2004, 2003 and 2002, our FFO is calculated as follows (amounts in thousands):


				2004			2003			2002

Net income attributable to common stockholders(1)				$	174,693		$	65,292		$	75,488
Adjustments:
	Depreciation and amortization(2)				368,844			331,609			268,085
	Depreciation and amortization related to non-real estate assets				(18,349	)		(20,370	)		(19,070	)
	Depreciation on rental property related to minority partners’ interest(3)				(43,387	)		(28,714	)		(22,542	)
	Depreciation on rental property related to unconsolidated entities				22,360			25,817			33,549
	(Gain) loss on disposition of real estate related to unconsolidated entities and other				(68,634	)		(3,178	)		22,362
	Gain on dispositions of non-depreciable assets				38,977			—			—
	Deficit distributions to minority partners, net(4)				18,007			22,629			27,535
	Cumulative effect of change in accounting principle				3,957			—			—
	Discontinued operations:
		Depreciation on rental property, net of minority partners’ interest(3)			12,404			37,349			48,458
		(Gain) loss on dispositions of real estate, net of minority partners’ interest(3)			(249,944	)		(101,849	)		6,021
		(Recovery of deficit distributions) deficit distributions to minority partners(4)			(3,863	)		(10,686	)		765
		Income tax arising from disposals			16,015			12,134			2,507
Minority interest in Aimco Operating Partnership’s share of above adjustments					(10,289	)		(29,910	)		(44,500	)
Preferred stock dividends					85,315			85,920			93,558
Redemption related preferred stock issuance costs					3,489			7,645			—

Funds From Operations				$	349,595		$	393,688		$	492,216
Preferred stock dividends					(85,315	)		(85,920	)		(93,558	)
Redemption related preferred stock issuance costs					(3,489	)		(7,645	)		—
Dividends/distributions on dilutive preferred securities					2,798			11,330			38,091
Interest expense on mandatorily redeemable convertible preferred securities					—			987			1,161

Funds From Operations attributable to common stockholders — diluted				$	263,589		$	312,440		$	437,910

Weighted average number of common shares, common share equivalents and dilutive preferred securities outstanding:
	Common shares and equivalents(5)				93,252			92,968			86,773
	Dilutive preferred securities				1,106			3,639			9,588

			Total		94,358			96,607			96,361

Notes:


(1)	Represents our numerator for earnings per common share calculated in accordance with GAAP.

(2)	Includes amortization of management contracts where we are the general partner. Such management contracts were established in certain instances where we acquired a general partner interest in either a consolidated or an unconsolidated partnership. Because the recoverability of these management contracts

depends primarily on the operations of the real estate owned by the limited partnerships, we believe it is consistent with the White Paper to add back such amortization, as the White Paper directs the add-back of amortization of assets uniquely significant to the real estate industry.

(3) “Minority partners’ interest,” means minority interest in our consolidated real estate partnerships.

(4) In accordance with GAAP, deficit distributions to minority partners are charges recognized in our income statement when cash is distributed to a non-controlling partner in a consolidated real estate partnership in excess of the positive balance in such partner’s capital account, which is classified as minority interest on our balance sheet. We record these charges for GAAP purposes even though there is no economic effect or cost. Deficit distributions to minority partners occur when the fair value of the underlying real estate exceeds its depreciated net book value because the underlying real estate has appreciated or maintained its value. As a result, the recognition of expense for deficit distributions to minority partners represents, in substance, either (a) our recognition of depreciation previously allocated to the non-controlling partner or (b) a cost related to the non-controlling partner’s share of real estate appreciation. Based on White Paper guidance that requires real estate depreciation and gains to be excluded from FFO, we add back deficit distributions and subtract related recoveries in our reconciliation of net income to FFO.

(5) Represents our denominator for earnings per common share — diluted calculated in accordance with GAAP plus additional common share equivalents that are dilutive for FFO.

Liquidity and Capital Resources

Liquidity is the ability to meet present and future financial obligations either through the sale or maturity of existing assets or by the acquisition of additional funds through working capital management. Both the coordination of asset and liability maturities and effective working capital management are important to the maintenance of liquidity. Our primary source of liquidity is cash flow from our operations. Additional sources are proceeds from property sales and proceeds from refinancings of existing mortgage loans and borrowings under new mortgage loans.

Our principal uses for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital expenditures, dividends paid to stockholders and distributions paid to partners, and acquisitions of, and investments in, properties. We use our cash provided by operating activities to meet short-term liquidity needs. In the event that the cash provided by operating activities is not sufficient to cover our short-term liquidity demands, we have additional means, such as short-term borrowing availability and proceeds from property sales and refinancings, to help us meet our short-term liquidity demands. We use our revolving credit facility for general corporate purposes and to fund investments on an interim basis. We expect to meet our long-term liquidity requirements, such as debt maturities and property acquisitions, through long-term borrowings, both secured and unsecured, the issuance of debt or equity securities (including OP Units), the sale of properties and cash generated from operations.

At December 31, 2004, we had $105.3 million in cash and cash equivalents, a decrease of $9.1 million from December 31, 2003, which cash is principally from sales and refinancing transactions that has yet to be distributed or applied to the outstanding balance on the revolving credit facility (see Note 8 to the consolidated financial statements in Item 8). At December 31, 2004, we had $282.0 million of restricted cash (including $12.6 million of restricted cash that is included within Assets Held for Sale), primarily consisting of reserves and escrows held by lenders for bond sinking funds, capital expenditures, property taxes and insurance. In addition, cash, cash equivalents and restricted cash are held by partnerships that are not presented on a consolidated basis. The following discussion relates to changes in cash due to operating, investing and financing activities, which are presented in our Consolidated Statements of Cash Flows in Item 8.


	*Operating Activities*

For the year ended December 31, 2004, our net cash provided by operating activities of $365.5 million was primarily from operating income from our consolidated properties, which is determined by rental rates, occupancy levels and operating expenses related to our portfolio of properties. This decreased $98.4 million compared with the year ended December 31, 2003, driven primarily by lower property operating results.


	*Investing Activities*

For the year ended December 31, 2004, our net cash provided by investing activities of $336.9 million primarily resulted from proceeds received from sales of properties, offset by the acquisition of The Palazzo at Park La Brea and several other properties (see Note 3 of the consolidated financial statements in Item 8 for further information on acquisitions), as well as investments in our existing real estate assets through capital spending (see further discussion on capital expenditures under the heading “Capital Expenditures”).

Although we hold all of our properties for investment, we sell properties when they do not meet our investment criteria or are located in areas that we believe do not justify our continued investment when compared to alternative uses for our capital. In the year ended December 31, 2004, we sold 54 consolidated properties, three consolidated land parcels, and 53 unconsolidated properties. These properties were sold for an aggregate sales price of $1.4 billion, of which $1.0 billion related to the consolidated properties and land parcels. The sale of the consolidated properties generated proceeds totaling $971.6 million, after the payment of transaction costs. Our share of the total net proceeds from the sale of the 107 properties and three land parcels, after repayment of existing debt, payment of transaction costs and distributions to limited partners, was $530.3 million, of which $60.9 million related to the unconsolidated properties. Of the $60.9 million, $39.0 million was received as of December 31, 2004, and was included in our distributions received from investments in unconsolidated real estate partnerships. These proceeds were used to repay a portion of our outstanding short-term indebtedness, redeem preferred securities, and for other corporate purposes.

We are currently marketing for sale certain properties that are inconsistent with our long-term investment strategy. Additionally, from time to time, we may market certain properties that are consistent with our long-term investment strategy but offer attractive returns, such as sales to buyers who intend to convert the properties to condominiums. Gross sales proceeds from 2005 dispositions are expected to be $500 million to $550 million, and we plan to use such proceeds to reduce debt, fund capital expenditures on existing assets, fund property and partnership acquisitions, and for other operating needs and corporate purposes.


	*Financing Activities*

For the year ended December 31, 2004, net cash used in financing activities of $711.5 million primarily related to payments on our secured notes payable, the repayment in full of the term loan we entered into in connection with the Casden Transactions, payment of our dividends, and the full or partial redemptions of mandatorily redeemable preferred securities, the Class P Convertible Cumulative Preferred Stock, the Class D Cumulative Preferred Stock and the Class N Cumulative Preferred Stock. These were offset by proceeds from the issuance of Class U Cumulative Preferred Stock, Class V Cumulative Preferred Stock, Class Y Cumulative Preferred Stock and mortgage loans (see notes to the consolidated financial statements in Item 8 for further details on these activities).


	Mortgage Debt

At December 31, 2004, we had $5.6 billion in consolidated mortgage debt outstanding as compared to $5.2 billion outstanding at December 31, 2003. During the year ended December 31, 2004, we refinanced or closed mortgage loans on 38 consolidated properties generating $444.3 million of proceeds from borrowings with a weighted average interest rate of 4.03%. Our share of the net proceeds after repayment of existing debt, payment of transaction costs and distributions to limited partners, was $120.2 million. In addition, we closed mortgage loans on 22 unconsolidated properties, with a weighted average interest rate of 4.04%. Our share of the net proceeds from these 22 mortgage loans totaled $26.2 million and are included in our distributions received from investments in unconsolidated real estate partnerships within investing activities. We used our total net proceeds from all loans closed of $146.4 million to repay existing short-term debt and for other corporate purposes. In 2005, we intend to continue to refinance mortgage debt to generate proceeds in amounts exceeding our scheduled amortizations and maturities.

During the year ended December 31, 2004, we closed five mortgage loans totaling $126.8 million, with a weighted average interest rate of 3.40%, to finance our acquisitions.


	Revolving Credit Facility and Term Loans

On November 2, 2004, we entered into an Amended and Restated Senior Secured Credit Agreement, which we refer to as the Credit Agreement, with a syndicate of financial institutions. The Credit Agreement replaced our previous two separate credit agreements. The original aggregate commitment under the Credit Agreement is $750 million, comprised of $450 million of revolving loan commitments and a $300 million term loan tranche. Proceeds from the term loan made on the closing date were used to repay the outstanding indebtedness under our previous loan facilities and for other corporate purposes. Proceeds from the revolving loans made on the closing date were used to repay outstanding indebtedness under the previous loan facilities. The term loan matures on November 2, 2009 and the revolving loans mature on November 2, 2007. See Note 8 of the consolidated financial statements in Item 8 for detailed information on the Credit Agreement.

At December 31, 2004, the outstanding principal balance of the term loan was $300.0 million at an interest rate of 4.18% (based on LIBOR plus 2.00%). The proceeds of future term loans are generally permitted to be used to fund general working capital and other corporate purposes.

At December 31, 2004, the outstanding principal balance of the revolving loans was $68.7 million at an interest rate of 4.64% (based on various weighted average LIBOR and base rate borrowings outstanding with various maturities). The amount available under the revolving credit facility at December 31, 2004 was $358.2 million (after giving effect to $23.1 million outstanding for undrawn letters of credit issued under the revolving credit facility). The proceeds of future revolving loans are generally permitted to be used to fund working capital and for other corporate purposes.

Additionally, during 2004, we repaid $104.4 million of indebtedness that was incurred in connection with the Casden Transactions.


	Equity Transactions

During the year ended December 31, 2004, we issued $522.5 million of new preferred securities with rates ranging from 7.75% to 8.5%. With proceeds from these issuances, we redeemed or exchanged $336.2 million of outstanding preferred securities with rates ranging from 8.75% to 9.00%. Additionally, we redeemed all outstanding shares of Class S Cumulative Redeemable Preferred Stock for $98.9 million (see Notes 7 and 13 to the consolidated financial statements in Item 8).

Under our shelf registration, which was declared effective in April 2004, we had approximately $877 million of debt and equity securities available and the Aimco Operating Partnership had $500 million of debt available as of December 31, 2004 (see Notes 12 and 13 to the consolidated financial statements in Item 8 for further details on the shelf registration statement and preferred securities). We intend to continue to issue preferred securities in both public offerings and private placements to generate proceeds that we will use to redeem higher cost preferred securities, to finance acquisitions of real estate interests and for other corporate purposes.

Our Board of Directors has, from time to time and most recently in 2001, authorized us to repurchase shares of our outstanding capital stock. Currently, we are authorized to repurchase up to a total of approximately 1.5 million shares of either our Common Stock or preferred stock. These repurchases may be made from time to time in the open market or in privately negotiated transactions, subject to applicable law. On February 18, 19 and 24, 2004, we purchased in the open market 30,000, 60,000 and 20,000 shares of Common Stock, respectively, at an average price per share of approximately $32.03, $32.17 and $31.26, respectively. Additionally, on February 24, 2004, we completed the purchase of 287,272 shares of Common Stock at a price of $31.60 per share in a privately negotiated transaction.

The dividend paid in February 2005 of $0.60 per share represents a distribution of 120% of diluted Adjusted Funds From Operations, which we refer to as AFFO, and 83% of diluted FFO for the quarter ended December 31, 2004.

Capital Expenditures

Effective January 1, 2004, we classify all capital spending as Capital Replacements (which we refer to as CR), Capital Improvements (which we refer to as CI) or redevelopment. We believe the new classifications are simpler to apply, allow more discrete differentiation between categories, facilitate sound economic decisions, and assist investors and analysts in better understanding our capital spending.

Non-redevelopment capitalizable expenditures are apportioned between CR and CI based on the useful life of the capital item under consideration and the period we have owned the property (i.e., the portion that was consumed during our ownership of the item represents CR; the portion of the item that was consumed prior to our ownership represents CI).

For the year ended December 31, 2004, we spent a total of $77.2 million on CR. These are expenditures that represent the share of expenditures that are deemed to replace the consumed portion of acquired capital assets. For the year ended December 31, 2004, we spent a total of $82.4 million and $88.8 million, respectively, on CI and redevelopment. CI expenditures represent all non-redevelopment capital expenditures that are made to enhance the value, profitability or useful life of an asset from its original purchase condition, and redevelopment expenditures represent expenditures that substantially upgrade the property.

The table below details our share of actual spending, on both consolidated and unconsolidated real estate partnerships, for CR, CI and redevelopment for the year ended December 31, 2004 on a per unit and total dollar basis (based on approximately 160,000 ownership equivalent units), and reconciles it to our Consolidated Statement of Cash Flows for the same period (in thousands, except per unit amounts).


			Actual Cost			Cost Per Unit

Capital Replacements Detail:
Building interiors			$	14,839		$	93
	Includes: hot water heaters, kitchen/bath
Building exteriors				12,011			75
	Includes: roofs, exterior painting, electrical, plumbing
Landscaping and grounds				7,928			50
	Includes: parking lot improvements, pool improvements
Turnover related				29,311			183
	Includes: carpet, vinyl, tile, appliance, and fixture replacements
Capitalized payroll and other indirect costs				13,152			82

Total our share of Capital Replacements			$	77,241		$	483

Capital Replacements:
Conventional			$	67,491
Affordable				9,750

Total our share of Capital Replacements				77,241

Capital Improvements:
		Conventional		62,339
		Affordable		20,030

Total our share of Capital Improvements				82,369

Redevelopment:
		Conventional		75,259
		Affordable		13,550

Total our share of redevelopment				88,809

Total our share of capital expenditures				248,419

	Plus minority partners’ share of consolidated spending			68,027
	Less our share of unconsolidated spending			(14,509	)

Total capital expenditures per Consolidated Statement of Cash Flows			$	301,937

Included in the above spending for CI and redevelopment, is approximately $26.6 million of our share of capitalized payroll and other indirect costs related to these activities for the year ended December 31, 2004.

We funded all of the above capital expenditures with cash provided by operating activities, working capital, and borrowings under the revolving credit facility.

Contractual Obligations

This table summarizes information contained elsewhere in this Annual Report regarding payments due under contractual obligations and commitments as of December 31, 2004 (amounts in thousands):


			Less than						More than
	Total		One Year		1-3 Years		3-5 Years		5 Years

Scheduled long-term debt maturities	$	5,604,653	$	254,840	$	1,006,250	$	600,811	$	3,742,752
Secured credit facility and term loans		368,700		—		68,700		300,000		—
Mandatorily redeemable preferred securities(1)		15,019		—		—		—		15,019
Redevelopment and other construction commitments		72,706		69,943		2,254		509		—
Commitments to purchase real estate(2)		485,500		485,500		—		—		—
Leases for space occupied		46,926		7,262		14,292		11,337		14,035
Development fee payments(3)		22,500		10,000		12,500		—		—

Total	$	6,616,004	$	827,545	$	1,103,996	$	912,657	$	3,771,806


(1)	Mandatorily redeemable preferred securities were fully redeemed on January 11, 2005 (see Note 22 of the consolidated financial statements in Item 8 for further information).

(2)	Of the $485.5 million total: $201 million was associated with our commitment to purchase Westwood (a commitment entered into in connection with the Casden Transactions), which commitment was extinguished on January 3, 2005; and $199 million was associated with our commitment to acquire the Palazzo East at Park La Brea (a commitment entered into in connection with the Casden Transactions), which transaction was completed on February 28, 2005. As a result, as of February 28, 2005 the total remaining commitment to purchase real estate is $85.5 million. See Notes 9 and 22 of the consolidated financial statements in Item 8.

(3)	The development fee payments above were established in connection with the Casden Transactions and our commitment as it relates to the Casden Development Company, LLC. We agreed to pay $2.5 million per quarter for five years (up to an aggregate amount of $50.0 million) to Casden Development Company, LLC as a retainer on account for redevelopment services on our assets.


	*Future Capital Needs*

In addition to the items set forth in “Contractual Obligations” above, we expect to fund any future acquisitions, additional redevelopment projects and capital improvements principally with proceeds from property sales (including tax-free exchange proceeds), short-term borrowings, debt and equity financings and operating cash flows.

Off-Balance Sheet Arrangements

We own general and limited partner interests in unconsolidated real estate partnerships, which interests were acquired through portfolio acquisitions, individual property purchases and separate offers to other limited partners. Our total ownership interests in these unconsolidated real estate partnerships ranges typically from less than 1% to 50%. However, based on the provisions of the related partnership agreements, which grant varying degrees of control, we are not deemed to have control of these partnerships sufficient to require or permit consolidation for accounting purposes. The requirement or ability to consolidate a real estate partnership is determined by FIN 46 (see Note 2 of the consolidated financial statements in Item 8). There are no lines of credit, side agreements, or any other derivative financial instruments related to or between our unconsolidated real estate partnerships and us and no material exposure to financial guarantees (see Note 9 of the consolidated financial statements in Item 8). Accordingly, our maximum risk of loss related to these unconsolidated real estate partnerships is limited to the aggregate carrying amount of our investment in the unconsolidated real estate partnerships and any outstanding notes receivable as reported in our consolidated financial statements. See Note 4

of the consolidated financial statements in Item 8 for additional information on our unconsolidated real estate partnerships.


Item 7A.	*Quantitative and Qualitative Disclosures About Market Risk*

Our primary market risk exposure relates to changes in interest rates. We are not subject to any foreign currency exchange rate risk or commodity price risk, or any other material market rate or price risks. We use predominantly long-term, fixed-rate and self-amortizing non-recourse mortgage debt in order to avoid the refunding and repricing risks of short-term borrowings. We use short-term debt financing and working capital primarily to fund short-term uses and acquisitions and generally expect to refinance such borrowings with cash from operating activities, property sales proceeds, long-term debt or equity financings.

We had $1,533.2 million of floating rate debt outstanding at December 31, 2004. Of the total floating rate debt, the major components were floating rate tax-exempt bond financing ($741.8 million), floating rate secured notes ($422.7 million), revolving loans ($68.7 million), and the term loan ($300.0 million). Based on this level of debt, an increase in interest rates of 1% would result in our income before minority interests and cash flows being reduced by $15.3 million on an annual basis. Historically, changes in tax-exempt interest rates have been at a ratio of less than 1:1 with changes in taxable interest rates. Floating rate tax-exempt bond financing is benchmarked against the BMA Index, which since 1981 has averaged 52.1% of the 10-year Treasury Yield. If this relationship continues, an increase in the 10-year Treasury Yield, of 1% (0.52% in tax-exempt interest rates) would result in our income before minority interests and cash flows being reduced by $11.8 million on an annual basis. At December 31, 2004, we had $4,455.2 million of fixed-rate debt outstanding. As of December 31, 2003, based on our level of floating rate debt of $1,599.0 million, an increase in interest rates of 1% would have resulted in our income before minority interests and cash flows being reduced by $16.0 million on an annual basis. The potential reduction of income before minority interests and cash flows due to an increase in interest rates decreased $0.7 million for 2004 compared to 2003 due to lower floating rate balances resulting from the redemption of Class S Cumulative Redeemable Preferred Stock and repayment of a portion of the term loan.

We believe that the fair value of our floating rate secured tax-exempt bond debt and floating rate secured long-term debt as of December 31, 2004 approximate their carrying values. The fair value for our fixed-rate debt agreements were estimated based on the quoted market rate for the same or similar issues. The combined carrying amount of our fixed-rate secured tax-exempt bonds and fixed rate secured notes payable at December 31, 2004 was $4.4 billion compared to the computed fair value of $4.8 billion (see Note 2 to the consolidated financial statements in Item 8).

As of December 31, 2004, the scheduled principal amortization and maturity payments for our consolidated secured notes payable and consolidated secured tax-exempt bonds were as follows (dollars in thousands):


	Amortization		Maturities		Total		Percentage

2005	$	128,720	$	126,120	$	254,840		4.5	%
2006		133,238		495,054		628,292		11.2
2007		140,490		237,468		377,958		6.7
2008		145,163		178,215		323,378		5.8
2009		152,794		124,639		277,433		5.0
Thereafter						3,742,752		66.8

					$	5,604,653		100.0	%


Item 8.	*Financial Statements and Supplementary Data*

The independent registered public accounting firm’s report, consolidated financial statements and schedule listed in the accompanying index are filed as part of this report and incorporated herein by this reference. See “Index to Financial Statements” on page F-1 of this Annual Report.


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*

None.


Item 9A.	*Controls and Procedures*


	*Disclosure Controls and Procedures*

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of such period, our disclosure controls and procedures are adequate.

Management’s Report on Internal Control Over Financial Reporting

Management of the company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


	•	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2004. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on our assessment, management concluded that, as of December 31, 2004, the company’s internal control over financial reporting is effective.

The company’s independent registered public accounting firm has issued an audit report on our assessment of the company’s internal control over financial reporting.


	*Changes in Internal Control over Financial Reporting*

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act) during fourth quarter 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors of Apartment Investment and Management Company

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Apartment Investment and Management Company (the “Company”) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Apartment Investment and Management Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Apartment Investment and Management Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Apartment Investment and Management Company as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004, and our report dated March 10, 2005 expressed an unqualified opinion thereon.


	/s/ Ernst & Young LLP

Denver, Colorado

March 10, 2005


Item 9B.	*Other Information*

None.

PART III


Item 10.	*Directors and Executive Officers of the Registrant*

The information required by this item is presented under the captions “Board of Directors and Officers,” “Corporate Governance Matters — Code of Ethics” and “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance” in the proxy statement for our 2005 annual meeting of stockholders and is incorporated herein by reference.


Item 11.	*Executive Compensation*

The information required by this item is presented under the captions “Corporate Governance Matters — Compensation of Directors,” “Corporate Governance Matters — Compensation and Human Resources Committee Interlocks and Insider Participation,” “Compensation and Human Resources Committee Report to Stockholders,” “Summary Compensation Table,” “Option/ SAR Grants in Last Fiscal Year,” “Aggregated Option/ SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/ SAR Values,” “Employment Arrangements” and “Stock Price Performance Graph” in the proxy statement for our 2005 annual meeting of stockholders and is incorporated herein by reference.


Item 12.	*Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*

The information required by this item is presented under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the proxy statement for our 2005 annual meeting of stockholders and is incorporated herein by reference.


Item 13.	*Certain Relationships and Related Transactions*

The information required by this item is presented under the caption “Certain Relationships and Related Transactions” in the proxy statement for our 2005 annual meeting of stockholders and is incorporated herein by reference.


Item 14.	*Principal Accountant Fees and Services*

The information required by this item is presented under the caption “Principal Accountant Fees and Services” in the proxy statement for our 2005 annual meeting of stockholders and is incorporated herein by reference.

PART IV


Item 15.	*Exhibits, Financial Statement Schedules*

(a)(1) The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and incorporated herein by reference.

(a)(2) The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report and incorporated herein by reference.

(a)(3) The Exhibit Index is incorporated herein by reference.

INDEX TO EXHIBITS(1)(2)


Exhibit No.			Description

	2	.1	Agreement and Plan of Merger, dated as of December 3, 2001, by and among Apartment Investment and Management Company, Casden Properties, Inc. and XYZ Holdings LLC (Exhibit 2.1 to Aimco’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)
	3	.1	Charter
	3	.2	Bylaws (Exhibit 3.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001, is incorporated herein by this reference)
	10	.1	Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 as amended and restated as of October 1, 1998 (Exhibit 10.8 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, is incorporated herein by this reference)
	10	.2	First Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 6, 1998 (Exhibit 10.9 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, is incorporated herein by this reference)
	10	.3	Second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 30, 1998 (Exhibit 10.1 to Amendment No. 1 to Aimco’s Current Report on Form 8-K/A, filed February 11, 1999, is incorporated herein by this reference)
	10	.4	Third Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 18, 1999 (Exhibit 10.12 to Aimco’s Annual Report on Form 10-K for the year ended December 31 1998, is incorporated herein by this reference)
	10	.5	Fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 1999 (Exhibit 10.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)
	10	.6	Fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.3 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)
	10	.7	Sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999, is incorporated herein by this reference)
	10	.8	Seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 27, 1999 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999, is incorporated herein by this reference)
	10	.9	Eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 14, 1999 (Exhibit 10.9 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)
	10	.10	Ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.10 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated hereby by reference)
	10	.11	Tenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.11 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)
	10	.12	Eleventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of January 13, 2000 (Exhibit 10.12 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)
	10	.13	Twelfth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 19, 2000 (Exhibit 10.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000, is incorporated herein by this reference)


Exhibit No.			Description

	10	.14	Thirteenth Amendment to the Third and Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 7, 2000 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2000, is incorporated herein by this reference)
	10	.15	Fourteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 12, 2000 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)
	10	.16	Fifteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)
	10	.17	Sixteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)
	10	.18	Seventeenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 10, 2000 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)
	10	.19	Eighteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 16, 2000 (Exhibit 10.19 to Aimco’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)
	10	.20	Nineteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 28, 2001 (Exhibit 10.20 to Aimco’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)
	10	.21	Twentieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 19, 2001 (Exhibit 10.21 to Aimco’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)
	10	.22	Twenty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 10, 2001 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.23	Twenty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of June 20, 2001 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.24	Twenty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 20, 2001 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.25	Twenty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 1, 2001 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.26	Twenty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.5 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.27	Twenty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.6 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)


Exhibit No.			Description

	10	.28	Twenty-seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.7 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.29	Twenty-eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 2002 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)
	10	.30	Twenty-ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 11, 2002 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)
	10	.31	Thirtieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 1, 2002 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)
	10	.32	Thirty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 10, 2002 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)
	10	.33	Thirty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 14, 2002 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, is incorporated herein by this reference)
	10	.34	Thirty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 27, 2002 (Exhibit 10.34 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2002, is incorporated herein by this reference)
	10	.35	Thirty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 29, 2003 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, is incorporated herein by this reference)
	10	.36	Thirty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 30, 2003 (Exhibit 10.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, is incorporated herein by this reference)
	10	.37	Thirty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 16, 2003 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, is incorporated herein by this reference)
	10	.38	Thirty-seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 24, 2003 (Exhibit 10.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, is incorporated herein by this reference)
	10	.39	Thirty-eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of January 30, 2004 (Exhibit 10.39 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2003, is incorporated herein by this reference)
	10	.40	Thirty-ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 17, 2004 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, is incorporated herein by this reference)
	10	.41	Fortieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of June 18, 2004 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, is incorporated herein by this reference)
	10	.42	Forty-First Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 24, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated September 24, 2004, is incorporated herein by this reference)


Exhibit No.			Description

	10	.43	Forty-Second Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 30, 2004 (Exhibit 4.2 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated September 24, 2004, is incorporated herein by this reference)
	10	.44	Forty-Third Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 30, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated September 29, 2004, is incorporated herein by this reference)
	10	.45	Forty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated September 29, 2004, is incorporated herein by this reference)
	10	.46	Forty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 18, 2005 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated February 18, 2005, is incorporated herein by this reference)
	10	.47	Forty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 28, 2005 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated February 28, 2005, is incorporated herein by this reference)
	10	.48	Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among Aimco, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by this reference)
	10	.49	Master Indemnification Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., XYZ Holdings LLC, and the other parties signatory thereto (Exhibit 2.3 to Aimco’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)
	10	.50	Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to Aimco’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)
	10	.51	Limited Liability Company Agreement of AIMCO JV Portfolio #1, LLC dated as of December 30, 2003 by and among AIMCO BRE I, LLC, AIMCO BRE II, LLC and SRV-AJVP#1, LLC (Exhibit 10.54 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2003, is incorporated herein by this reference)
	10	.52	Employment Contract executed on July 29, 1994 by and between AIMCO Properties, L.P. and Terry Considine (Exhibit 10.44C to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by this reference)*
	10	.53	Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (October 1999) (Exhibit 10.26 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference)*
	10	.54	Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, is incorporated herein by this reference)*
	10	.55	Form of Incentive Stock Option Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.42 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1998, is incorporated herein by this reference)*
	10	.56	Amended and Restated Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (Annex B to Aimco’s Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 1997, is incorporated herein by this reference)*
	10	.57	The 1996 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries, as amended March 20, 1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference)*
	21	.1	List of Subsidiaries


Exhibit No.			Description

	23	.1	Consent of Independent Registered Public Accounting Firm
	31	.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99	.1	Agreement re: disclosure of long-term debt instruments


(1)	Schedule and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request.

(2)	The file reference number for all exhibits is 001-13232, and all such exhibits remain available pursuant to the Records Control Schedule of the Securities and Exchange Commission.


	*	Management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 14th day of March 2005.


	Apartment Investment and
	Management Company

	/s/ Terry Considine

	Terry Considine
	Chairman of the Board,
	Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date


/s/ Terry Considine Terry Considine	Chairman of the Board, Chief Executive Officer and President (principal executive officer)	March 14, 2005

/s/ Paul J. McAuliffe Paul J. McAuliffe	Executive Vice President and Chief Financial Officer (principal financial officer)	March 14, 2005

/s/ Thomas M. Herzog Thomas M. Herzog	Senior Vice President and Chief Accounting Officer (principal accounting officer)	March 14, 2005

/s/ James N. Bailey James N. Bailey	Director	March 14, 2005

/s/ Richard S. Ellwood Richard S. Ellwood	Director	March 14, 2005

/s/ J. Landis Martin J. Landis Martin	Director	March 14, 2005

/s/ Thomas L. Rhodes Thomas L. Rhodes	Director	March 14, 2005

/s/ Michael A. Stein Michael A. Stein	Director	March 14, 2005

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

INDEX TO FINANCIAL STATEMENTS


		Page

Financial Statements:
	Report of Independent Registered Public Accounting Firm		F-2
	Consolidated Balance Sheets as of December 31, 2004 and 2003		F-3
	Consolidated Statements of Income for the Years Ended December 31, 2004, 2003 and 2002		F-4
	Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2004, 2003 and 2002		F-5
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002		F-6
	Notes to Consolidated Financial Statements		F-8

Financial Statement Schedule:
	Schedule III — Real Estate and Accumulated Depreciation		F-45
	All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors Apartment Investment and Management Company

We have audited the accompanying consolidated balance sheets of Apartment Investment and Management Company as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Apartment Investment and Management Company at December 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with United States generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, in 2004 the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Apartment Investment and Management Company’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2005 expressed an unqualified opinion thereon.


	/s/ Ernst & Young LLP

Denver, Colorado

March 10, 2005

F-2

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED BALANCE SHEETS

As of December 31, 2004 and 2003

(In thousands, except share data)


				2004			2003

ASSETS
Real estate:
	Land			$	2,211,109		$	1,959,382
	Buildings and improvements				8,588,649			7,887,573

Total real estate					10,799,758			9,846,955
	Less accumulated depreciation				(2,014,712	)		(1,701,512	)

		Net real estate			8,785,046			8,145,443
Cash and cash equivalents					105,343			114,432
Restricted cash					269,368			242,066
Accounts receivable					75,044			64,341
Accounts receivable from affiliates					39,216			55,003
Deferred financing costs					72,426			69,402
Notes receivable from unconsolidated real estate partnerships					165,289			139,930
Notes receivable from non-affiliates					31,716			68,771
Investment in unconsolidated real estate partnerships					188,137			230,054
Other assets					287,381			266,685
Assets held for sale					53,275			691,267

			Total assets	$	10,072,241		$	10,087,394


LIABILITIES AND STOCKHOLDERS’ EQUITY

Secured tax-exempt bond financing				$	1,133,794		$	1,064,250
Secured notes payable					4,470,859			4,118,445
Mandatorily redeemable preferred securities					15,019			113,619
Term loans					300,000			354,387
Credit facility					68,700			81,000

			Total indebtedness		5,988,372			5,731,701

Accounts payable					34,663			30,765
Accrued liabilities and other					400,971			366,644
Deferred income					47,203			25,573
Security deposits					38,063			38,099
Deferred income taxes payable, net					20,139			19,993
Liabilities related to assets held for sale					50,829			515,595

			Total liabilities		6,580,240			6,728,370

Minority interest in consolidated real estate partnerships					211,804			194,462
Minority interest in Aimco Operating Partnership					272,037			303,905
Stockholders’ equity:
	Preferred Stock, perpetual				891,500			555,250
	Preferred Stock, convertible				150,000			299,992
	Class A Common Stock, $.01 par value, 426,157,976 and 444,962,738 shares authorized, 94,853,696 and 93,887,040 shares issued and outstanding, at December 31, 2004 and 2003, respectively				949			939
	Additional paid-in capital				3,070,073			3,053,312
	Unvested restricted stock				(19,740	)		(10,772	)
	Notes due on common stock purchases				(36,725	)		(40,046	)
	Distributions in excess of earnings				(1,047,897	)		(998,018	)

			Total stockholders’ equity		3,008,160			2,860,657

			Total liabilities and stockholders’ equity	$	10,072,241		$	10,087,394

See notes to consolidated financial statements.

F-3

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31, 2004, 2003 and 2002

(In thousands, except per share data)


				2004			2003			2002

REVENUES:
Rental and other property revenues				$	1,401,653		$	1,336,515		$	1,188,747
Property management revenues, primarily from affiliates					32,461			37,992			56,550
Activity fees and asset management revenues, primarily from affiliates					34,801			20,198			21,622

			Total revenues		1,468,915			1,394,705			1,266,919

EXPENSES:
Property operating expenses					668,807			585,185			465,318
Property management expenses					9,199			8,106			7,340
Activity and asset management expenses					11,802			8,367			9,747
Depreciation and amortization					368,844			331,609			268,085
General and administrative expenses					78,093			48,670			49,068
Other expenses (income), net					3,412			(6,251	)		2,035

			Total expenses		1,140,157			975,686			801,593

Operating income					328,758			419,019			465,326
Interest income					32,470			24,824			76,425
Recovery of (provision for) losses on notes receivable					1,765			(2,183	)		(9,006	)
Interest expense					(366,617	)		(341,771	)		(294,741	)
Deficit distributions to minority partners, net					(18,007	)		(22,629	)		(27,535	)
Equity in (losses) earnings of unconsolidated real estate partnerships					(1,768	)		(6,428	)		694
Impairment losses related to unconsolidated real estate partnerships					(3,426	)		(4,122	)		(5,540	)
Gain (loss) on dispositions of real estate related to unconsolidated entities and other					68,634			3,178			(22,362	)

Income before minority interests, discontinued operations and cumulative effect of change in accounting principle					41,809			69,888			183,261
Minority interests:
		Minority interest in consolidated real estate partnerships			17,304			(147	)		(13,693	)
		Minority interest in Aimco Operating Partnership, preferred			(7,858	)		(9,312	)		(10,874	)
		Minority interest in Aimco Operating Partnership, common			4,441			3,719			(10,088	)

			Total minority interests		13,887			(5,740	)		(34,655	)

Income from continuing operations					55,696			64,148			148,606
Income from discontinued operations, net					211,758			94,709			20,440

Income before cumulative effect of change in accounting principle					267,454			158,857			169,046
Cumulative effect of change in accounting principle					(3,957	)		—			—

Net income					263,497			158,857			169,046
Net income attributable to preferred stockholders					88,804			93,565			93,558

Net income attributable to common stockholders				$	174,693		$	65,292		$	75,488

Earnings (loss) per common share — basic:
	Income (loss) from continuing operations (net of preferred dividends)			$	(0.36	)	$	(0.32	)	$	0.64
	Income from discontinued operations				2.28			1.02			0.24
	Cumulative effect of change in accounting principle				(0.04	)		—			—

	Net income attributable to common stockholders			$	1.88		$	0.70		$	0.88

Earnings (loss) per common share — diluted:
	Income (loss) from continuing operations (net of preferred dividends)			$	(0.36	)	$	(0.32	)	$	0.63
	Income from discontinued operations				2.28			1.02			0.24
	Cumulative effect of change in accounting principle				(0.04	)		—			—

	Net income attributable to common stockholders			$	1.88		$	0.70		$	0.87

Weighted average common shares outstanding					93,118			92,850			85,698

Weighted average common shares and equivalents outstanding					93,118			92,850			86,773

Dividends declared per common share				$	2.40		$	2.84		$	3.28

See notes to consolidated financial statements.

F-4

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2004, 2003 and 2002

(In thousands)


							Class A												Notes
	Preferred Stock						Common Stock												Due on
													Additional			Unvested			Common			Distributions
	Shares						Shares						Paid-In			Restricted			Stock			in Excess
	Issued			Amount			Issued			Amount			Capital			Stock			Purchases			of Earnings			Total

BALANCE DECEMBER 31, 2001		41,644		$	1,124,467			74,499		$	745		$	2,209,803		$	(5,775	)	$	(46,460	)	$	(572,165	)	$	2,710,615
Net proceeds from issuances of Preferred Stock		2,000			50,000			—			—			511			—			—			—			50,511
Net proceeds from issuances of Class A Common stock		—			—			8,000			80			367,673			—			—			—			367,753
Conversion of Aimco Operating Partnership units to Class A Common Stock		—			—			1,100			11			45,830			—			—			—			45,841
Conversion of Classes B, K, L, and P Preferred Stock to Class A Common Stock		(7,919	)		(229,455	)		5,699			57			229,398			—			—			—			—
Conversion of mandatorily redeemable convertible preferred securities to Class A Common Stock		—			—			107			1			5,467			—			—			—			5,468
Repayment of notes receivable from officers		—			—			—			—			—			—			5,251			—			5,251
Purchase of stock by officers and awards of restricted stock, net of forfeitures		—			—			268			3			13,373			(5,537	)		(7,755	)		—			84
Stock options and warrants exercised		—			—			567			6			12,151						—			—			12,157
Amortization of unvested restricted stock		—			—			—			—			—			4,233			—			—			4,233
Class A Common Stock issued as consideration for the Casden Transactions		—			—			3,508			35			164,847			—			—			—			164,882
Class A Common Stock issued as consideration for acquisition of interest in real estate		—			—			22			—			1,004			—			—			—			1,004
Net income		—			—			—			—			—			—			—			169,046			169,046
Dividends paid — Class A Common Stock		—			—			—			—			—			—			—			(278,867	)		(278,867	)
Dividends paid — Preferred Stock		—			—			—			—			—			—			—			(94,591	)		(94,591	)

BALANCE DECEMBER 31, 2002		35,725			945,012			93,770			938			3,050,057			(7,079	)		(48,964	)		(776,577	)		3,163,387
Net proceeds from issuances of Preferred Stock		6,000			150,000			—			—			(5,192	)		—			—			—			144,808
Conversion of Aimco Operating Partnership units to Class A Common Stock		—			—			338			3			12,032			—			—			—			12,035
Conversion of Preferred Operating Partnership units to Class A Common Stock		—			—			22			—			884			—			—			—			884
Redemption of Preferred Stock		(9,600	)		(239,770	)		—			—			—			—			—			—			(239,770	)
Class A Common Stock received under Casden indemnification agreement and other activity		—			—			(585	)		(6	)		(25,520	)		—			—			—			(25,526	)
Conversion of mandatorily redeemable convertible preferred securities to Class A Common Stock		—			—			1			—			50			—			—			—			50
Repayment of notes receivable from officers		—			—			—			—			—			—			10,518			—			10,518
Purchase of stock by officers and awards of restricted stock, net of forfeitures		—			—			265			3			9,968			(7,781	)		(1,600	)		—			590
Stock options exercised		—			—			72			1			2,343			—			—			—			2,344
Amortization of stock option fair value and unvested restricted stock		—			—			—			—			892			4,088			—			—			4,980
Class A Common Stock issued as consideration for acquisition of interest in real estate		—			—			4			—			153			—			—			—			153
Net income		—			—			—			—			—			—			—			158,857			158,857
Dividends paid — Class A Common Stock		—			—			—			—			—			—			—			(285,054	)		(285,054	)
Redemption related preferred stock issuance costs		—			—			—			—			7,645			—			—			(7,645	)		—
Dividends paid — Preferred Stock		—			—			—			—			—			—			—			(87,599	)		(87,599	)

BALANCE DECEMBER 31, 2003		32,125			855,242			93,887			939			3,053,312			(10,772	)		(40,046	)		(998,018	)		2,860,657
Net proceeds from issuances/exchanges of Preferred Stock		18,805			372,500			—			—			(12,828	)		—			—			—			359,672
Conversion of Aimco Operating Partnership units to Class A Common Stock		—			—			735			7			23,315			—			—			—			23,322
Conversion of Preferred Operating Partnership units to Class A Common Stock		—			—			8			—			259			—			—			—			259
Conversion of mandatorily redeemable convertible preferred securities to Class A Common Stock		—			—			2			—			100			—			—			—			100
Repurchase of Class A Common Stock		—			—			(397	)		(4	)		(12,594	)		—			—			—			(12,598	)
Redemption/exchange of Preferred Stock		(11,355	)		(186,242	)		—			—			149			—			—			—			(186,093	)
Repayment of notes receivable from officers		—			—			—			—			—			—			4,639			—			4,639
Casden note receivable and legal settlement fair value contingent consideration adjustment		—			—			—			—			(4,848	)		—			—			—			(4,848	)
Purchase of stock by officers and awards of restricted stock and unrestricted stock awards, net of forfeitures		—			—			550			6			16,234			(13,871	)		(1,318	)		—			1,051
Stock options exercised		—			—			69			1			1,882			—			—			—			1,883
Amortization of stock option fair value and unvested restricted stock		—			—			—			—			1,603			4,903			—			—			6,506
Net income		—			—			—			—			—			—			—			263,497			263,497
Dividends paid — Class A Common Stock		—			—			—			—			—			—			—			(225,903	)		(225,903	)
Redemption related preferred stock issuance costs		—			—			—			—			3,489			—			—			(3,489	)		—
Dividends paid — Preferred Stock		—			—			—			—			—			—			—			(83,984	)		(83,984	)

BALANCE DECEMBER 31, 2004		39,575		$	1,041,500			94,854		$	949		$	3,070,073		$	(19,740	)	$	(36,725	)	$	(1,047,897	)	$	3,008,160

See notes to consolidated financial statements.

F-5

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2004, 2003 and 2002

(In thousands)


					2004			2003			2002

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	263,497			158,857			169,046

	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				368,844			331,609			268,085
		Deficit distributions to minority partners, net				18,007			22,629			27,535
		Equity in losses (earnings) of unconsolidated real estate partnerships				1,768			6,428			(694	)
		(Gain) loss on dispositions of real estate related to unconsolidated entities and other				(68,634	)		(3,178	)		22,362
		Impairment losses related to unconsolidated real estate partnerships				3,426			4,122			5,540
		Deferred income tax provision (benefit)				706			(11,215	)		(1,815	)
		Cumulative effect of change in accounting principle				3,957			—			—
		Minority interest in Aimco Operating Partnership				3,417			5,593			20,962
		Minority interest in consolidated real estate partnerships				(17,304	)		147			13,693
		Stock-based compensation expense				6,506			4,980			4,233
		Amortization of deferred loan costs and other				5,484			(5,002	)		(12,353	)
		Discontinued operations:
			Depreciation and amortization			13,883			41,607			54,897
			(Recovery of deficit distributions) deficit distributions to minority partners, net			(3,863	)		(10,686	)		765
			(Gain) loss on dispositions of real estate, net of minority partners’ interest			(249,944	)		(101,849	)		6,021
			Impairment losses on real estate assets sold or held for sale			7,289			8,991			2,937
			Minority interest in consolidated real estate partnerships			445			2,203			2,019
			Minority interest in Aimco Operating Partnership			25,307			12,074			2,946
		Changes in operating assets and operating liabilities:
			Accounts receivable			(2,067	)		5,763			(1,904	)
			Other assets			(11,406	)		5,632			(2,510	)
			Accounts payable, accrued liabilities and other			(3,795	)		(14,826	)		(73,812	)

				Total adjustments		102,026			305,022			338,907

				Net cash provided by operating activities		365,523			463,879			507,953

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of real estate					(280,002	)		(126,046	)		(578,745	)
	Capital expenditures					(301,937	)		(245,528	)		(270,096	)
	Proceeds from dispositions of real estate					971,568			697,642			370,837
	Funds held in escrow from tax-free exchanges					5,489			(21,643	)		—
	Purchases of non-real estate related corporate assets					(28,270	)		(23,621	)		(3,164	)
	Proceeds from sale of investments and other assets					—			6,730			22,747
	Cash from newly consolidated properties					14,765			5,835			13,602
	Purchases of general and limited partnership interests and other assets					(104,441	)		(51,356	)		(75,985	)
	Originations of notes receivable from unconsolidated real estate partnerships					(76,157	)		(71,969	)		(109,475	)
	Proceeds from repayment of notes receivable					79,599			60,576			83,332
	Cash paid in connection with merger/acquisition related costs					(15,861	)		(16,383	)		(260,874	)
	Distributions received from investments in unconsolidated real estate partnerships					72,160			64,046			10,780

				Net cash provided by (used in) investing activities		336,913			278,283			(797,041	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from secured notes payable borrowings					501,611			445,793			956,565
	Principal repayments on secured notes payable					(728,084	)		(755,786	)		(642,745	)
	Proceeds from tax-exempt bond financing					69,471			14,505			297,551
	Principal repayments on tax-exempt bond financing					(188,577	)		(77,793	)		(423,613	)
	Net borrowings (paydowns) on term loans and revolving credit facility					(66,687	)		29,376			192,509
	Proceeds from other borrowings					38,871			—			—
	Payment of loan costs					(17,576	)		(19,516	)		(17,384	)
	Proceeds from issuance (redemption) of mandatorily redeemable preferred securities					(98,875	)		97,250			—
	Proceeds from issuance of Class A Common Stock, High Performance Units and exercise of options/warrants					3,164			4,552			373,504
	Proceeds from issuance of preferred stock, net					359,672			144,808			50,511
	Redemptions of preferred stock					(186,093	)		(239,770	)		—
	Principal repayments received on notes due on Class A Common Stock purchases					4,639			10,518			5,251
	Repurchase of Class A Common Stock and redemption of OP Units					(18,410	)		(1,287	)		(684	)
	Payment of Class A Common Stock dividends					(225,903	)		(285,054	)		(278,867	)
	Contributions from minority interest					44,292			100,684			—
	Payment of distributions to minority interest					(119,056	)		(107,964	)		(109,366	)
	Payment of preferred stock dividends					(83,984	)		(87,599	)		(94,591	)

Net cash (used in) provided by financing activities						(711,525	)		(727,283	)		308,641

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS						(9,089	)		14,879			19,553
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD						114,432			99,553			80,000

CASH AND CASH EQUIVALENTS AT END OF PERIOD					$	105,343		$	114,432		$	99,553

See notes to consolidated financial statements.

F-6

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2004, 2003 and 2002

(In thousands)


			2004			2003			2002

SUPPLEMENTAL CASH FLOW INFORMATION:
	Interest paid		$	383,758		$	386,812		$	347,352
	Non Cash Transactions Associated with the Acquisition of Real Estate and Interests in Unconsolidated Real Estate Partnerships:
		Secured debt assumed in connection with purchase of real estate		83,114			45,009			—
		Issuance of OP Units for interests in unconsolidated real estate partnerships and other interests		2,147			841			22,460
		OP Units issued for acquisitions of real estate		462			—			—
	Non Cash Transactions Associated with Mergers:
		Real estate		—			(63,535	)		1,076,569
		Investments in and notes receivable, primarily from unconsolidated real estate partnerships		—			(2,163	)		41,722
		Restricted cash		—			11,979			70,095
		Other assets		—			3,349			42,336
		Secured debt		—			—			684,661
		Accounts payable, accrued and other liabilities		—			49,770			129,668
		Deferred income tax payable, net		—			600			2,147
		OP Units issued		—			—			41,491
		Class A Common Stock issued		—			—			164,882
	Non Cash Transactions Associated with Consolidation of Assets:
		Real estate		231,932			152,248			743,014
		Investments in and notes receivable primarily from affiliated entities		(40,178	)		(52,478	)		(271,231	)
		Restricted cash		21,105			4,737			19,492
		Other assets		26,639			5,235			44,294
		Secured debt		204,243			101,962			488,464
		Accounts payable, accrued and other liabilities		21,394			7,030			39,960
		Minority interest in consolidated real estate partnerships		29,439			6,585			16,337
	Other:
		Conversion of Common OP Units for Class A Common Stock		23,322			12,035			45,841
		Conversion of Preferred OP Units for Class A Common Stock		259			884			—
		Origination of notes receivable from officers for Class A Common Stock purchases		1,528			1,600			7,755
		Conversion of Preferred Stock into Class A Common Stock		—			50			234,923
		Exchanges of Preferred Stock		150,000			—			—
		Tenders payable for purchase of limited partner interests		2,799			10,037			340

See notes to consolidated financial statements.

F-7

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2004


Note 1 —	Organization

As of December 31, 2004, we:


	•	owned an equity interest in and consolidated 169,932 units in 676 properties (which we refer to as “consolidated”), of which 169,276 units were also managed by us;

	•	owned an equity interest in and did not consolidate 44,728 units in 330 properties (which we refer to as “unconsolidated”), of which 38,129 units were also managed by us; and

	•	provided services or managed, for third-party owners, 49,074 units in 493 properties, primarily pursuant to long-term agreements (including 41,233 units in 421 properties that are asset managed only, and not also property managed), although in certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or other fund.

Through our wholly owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP, Inc., we own a majority of the ownership interests in AIMCO Properties, L.P., which we refer to as the Aimco Operating Partnership. As of December 31, 2004, we held approximately a 90% interest in the common partnership units and equivalents of the Aimco Operating Partnership. We conduct substantially all of our business and own substantially all of our assets through the Aimco Operating Partnership. Interests in the Aimco Operating Partnership that are held by limited partners other than Aimco are referred to as “OP Units.” OP Units include common OP Units, partnership preferred units, or preferred OP Units, and high performance partnership units, or High Performance Units. The Aimco Operating Partnership’s income is allocated to holders of common OP Units based on the weighted average number of common OP Units outstanding during the period. The Aimco Operating Partnership records the issuance of common OP Units and the assets acquired in purchase transactions based on the market price of Aimco’s Class A Common Stock at the date of execution of the purchase contract. The holders of the common OP Units receive distributions, prorated from the date of issuance, in an amount equivalent to the dividends paid to holders of Aimco Class A Common Stock. Holders of common OP Units may redeem such units for cash or, at the Aimco Operating Partnership’s option, Aimco Class A Common Stock, which we refer to as Common Stock. During 2004, 2003 and 2002, the weighted average ownership interest in the Aimco Operating Partnership held by the common OP Unit holders was 10%, 11%, and 13%, respectively. Preferred OP Units entitle the holders thereof to a preference with respect to distributions or upon liquidation. At December 31, 2004, 94,853,696 shares of our Common Stock were outstanding and the Aimco Operating Partnership had 10,840,754 common OP Units and equivalents outstanding for a combined total of 105,694,450 shares of Common Stock and OP Units outstanding (excluding preferred OP Units).

F-8


Note 2 —	Basis of Presentation and Summary of Significant Accounting Policies


	*Principles of Consolidation*

The accompanying consolidated financial statements include the accounts of Aimco, the Aimco Operating Partnership, consolidated corporate subsidiaries and consolidated real estate partnerships. As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and “partner” refers to a limited partner in a limited partnership or a member in a limited liability company. Interests held in consolidated real estate partnerships by limited partners other than us are reflected as minority interest in consolidated real estate partnerships. All significant intercompany balances and transactions have been eliminated in consolidation. The assets of consolidated real estate partnerships owned or controlled by Aimco or the Aimco Operating Partnership generally are not available to pay creditors of Aimco or the Aimco Operating Partnership.

As a result of the adoption of Financial Accounting Standards Board, or FASB, Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, or FIN 46, as of March 31, 2004, we consolidate all variable interest entities for which we are the primary beneficiary. See below for additional information about the adoption of FIN 46.


	*Adoption of New Accounting Pronouncements*


	FASB Interpretation No. 46

As of March 31, 2004, we adopted FIN 46 and applied its requirements to all entities in which we hold a variable interest. FIN 46 addresses the consolidation by business enterprises of variable interest entities. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE. The primary beneficiary generally is the entity that will receive a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both.

Upon adoption of FIN 46, we determined that we were the primary beneficiary of 27 previously unconsolidated and five previously consolidated VIEs. These VIEs consisted of partnerships that are engaged, directly or indirectly, in the ownership and management of 29 apartment properties with 3,478 units. The initial consolidation of the previously unconsolidated entities as of March 31, 2004 resulted in an increase in our consolidated total assets (primarily real estate), liabilities (primarily indebtedness) and minority interest of approximately $113.5 million, $90.6 million and $26.8 million, respectively. We recorded a charge of approximately $4.0 million for the cumulative effect on retained earnings resulting from the adoption of FIN 46. This charge is attributable to our recognition of cumulative losses allocable to minority interests that would otherwise have resulted in minority interest deficits.

As of December 31, 2004, we were the primary beneficiary of and consolidated 39 VIEs, which owned 35 apartment properties with 4,730 units. Real estate with a carrying value of $104.1 million collateralized the debt of those VIEs. The creditors of the consolidated VIEs do not have recourse to our general credit. As of December 31, 2004, we also held variable interests in 61 VIEs for which we were not the primary beneficiary. Those 61 VIEs consist primarily of partnerships, in which we acquired an interest prior to the adoption of FIN 46, that are engaged, directly or indirectly, in the ownership and management of 67 apartment properties with 7,407 units. We are involved with those VIEs as a non-controlling equity holder, lender, management agent, or through other contractual relationships. Our maximum exposure to loss as a result of our involvement with unconsolidated VIEs is limited to our recorded investments in and receivables from those VIEs totaling

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$37.5 million at December 31, 2004. We may be subject to additional losses to the extent of any financial support that we voluntarily provide in the future.


	Statement of Financial Accounting Standards No. 150

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, or SFAS 150, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The requirements of SFAS 150 apply to the classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS 150 requires that certain financial instruments, such as mandatorily redeemable securities, put options, forward purchase contracts, and obligations that can be settled with shares, be classified as liabilities, where in some cases these have previously been classified as equity or between the liabilities and equity section of the consolidated balance sheet. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. We adopted SFAS 150 as of July 1, 2003 and now present mandatorily redeemable securities within the scope of SFAS 150 as liabilities (see Note 7).

In September 2003, financial statement issuers first became aware that the FASB intended for SFAS 150 to also apply to the non-controlling interests in consolidated finite life partnerships. However, on October 29, 2003, the FASB indefinitely deferred the provisions of SFAS 150 that were intended to apply to non-controlling interests in consolidated finite life partnerships. Minority interest in consolidated real estate partnerships consists primarily of equity interests held by limited partners in consolidated real estate partnerships that have finite lives. The terms of the related partnership agreements generally require the partnership to be liquidated following the sale of the partnership’s real estate. As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other events that could lead to the liquidation, redemption or other settlement of minority interests. The aggregate carrying value of minority interests in consolidated real estate partnerships is approximately $211.8 million at December 31, 2004. The aggregate fair value of these interests varies based on the fair value of the real estate owned by the partnerships. Based on the number of classes of finite-life minority interests, the number of properties in which there is direct or indirect minority ownership, complexities in determining the allocation of liquidation proceeds among partners and other factors, management believes it is impracticable to determine the required payment to the minority interests at December 31, 2004 in an assumed liquidation. As a result of real estate depreciation that is recognized in our financial statements and appreciation in the fair value of real estate that is not recognized in our financial statements, we believe that the aggregate fair value of our minority interests exceeds their aggregate carrying value. As a result of our ability to control real estate sales and other events that require payment of minority interests and our expectation that proceeds from real estate sales will be sufficient to liquidate related minority interests, we anticipate that the eventual payment of these minority interests will not have an adverse impact on our financial condition.


	*Acquisition of Real Estate Assets and Related Depreciation and Amortization*

We capitalize the purchase price and incremental direct costs associated with the acquisition of properties as the cost of the assets acquired. In accordance with Statement of Financial Accounting Standards No. 141, Business Combinations, or SFAS 141, we allocate the cost of acquired properties to land, building, furniture, fixtures and equipment and intangibles, such as the value of above and below market leases, and origination costs associated with the in-place leases. In order to allocate purchase price on these various components we perform the following procedures for properties we acquire:


	1.	Determine the “as-if vacant” fair value of the physical property acquired (this value assumes the property goes “dark”);

	2.	Allocate the “as-if vacant” fair value among land, building, improvements (based on real estate valuation techniques), and furniture, fixtures and equipment; and

	3.	Compute the difference between the purchase price of the property and the “as-if vacant” fair value and allocate such difference to leases in-place (based on the nature of our business, customer relationship

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value is assumed to be zero), which will represent the total intangible assets. The fair value of the leases in-place are comprised of:


	a.	The value of the above and/or below market leases in-place. Above-market and below-market in-place lease values are computed based on the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over the period, including estimated lease renewals for below-market leases, that the leases are expected to remain in effect.


	b.	Avoided leasing commissions and other costs that were incurred to execute leases.


	c.	The value associated with lost rents during the absorption period (estimates of lost rental revenue during the expected lease-up periods based on current market demand).

The values of the above and below market leases are amortized over the remaining terms of the associated lease, including estimated lease renewals for below-market leases, to rental income. For the values associated with avoided leasing commissions and other costs that were incurred to execute leases and the value associated with lost rents during the absorption period, amortization expense is recorded over the expected terms of the associated leases. If a resident vacates the unit prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off.

Depreciation for all tangible real estate assets is calculated using the straight-line method over their estimated useful lives. Acquired buildings and improvements are depreciated over a composite life of 14 to 52 years, based on the age, condition and other physical characteristics of the property. Furniture, fixtures and equipment associated with acquired properties are depreciated over five years.


	*Capital Expenditures and Related Depreciation*

We capitalize direct and certain indirect costs incurred in connection with our capital expenditure activities, including redevelopment and construction projects, other tangible property improvements, and replacements of existing property components. Direct costs consist of costs that are directly identifiable with a specific project and include payroll costs associated with time spent by site employees in connection with the planning, execution and control of the project. Indirect costs consist of interest, property taxes, and certain other costs, including an allocation of costs incurred by certain departments that perform activities that clearly relate to capital projects. Costs incurred in connection with capital projects are capitalized where the direct costs of the project, excluding direct labor, exceed $250. Expenditures for ordinary repairs, maintenance and resident turnover costs are expensed as incurred. We charge to expense as incurred indirect costs that do not relate to the above activities, including general and administrative expenses.

The costs of capital projects are depreciated over the estimated useful life of the related component or improvement, which is generally five to fifteen years. Certain homogeneous items that are purchased in bulk on a recurring basis, such as carpeting and appliances, are depreciated using group methods that reflect the average estimated useful life of the items in each group. Except in the case of property casualties, where the net book value of lost property is written off in the determination of casualty gains or losses, we generally do not recognize any expense in connection with the replacement of an existing property component because normal replacements are considered in determining the estimated useful lives used in connection with our composite and group depreciation methods.

For the years ended December 31, 2004, 2003 and 2002, the amounts of capitalized interest were $9.5 million, $14.5 million and $16.8 million, respectively. Additionally, for the years ended December 31, 2004, 2003 and 2002, we capitalized payroll and indirect costs totaling $46.7 million, $45.4 million and $46.0 million, respectively.


	*Impairment of Long-Lived Assets*

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that the carrying amount of a property may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. Based on periodic tests of recoverability of long-lived assets, we have determined that the carrying amount for our properties to be held and used is recoverable and, therefore, we did not record any impairment losses related to such properties for the years ended December 31, 2004, 2003 and 2002.


	*Cash Equivalents*

We consider highly liquid investments with an original maturity of three months or less to be cash equivalents.


	*Restricted Cash*

Restricted cash includes capital replacement reserves, tax-free exchange funds, completion repair reserves, bond sinking fund amounts and tax and insurance escrow accounts held by lenders.


	*Accounts Receivable and Allowance for Doubtful Accounts*

Accounts receivable are generally comprised of amounts receivable from residents, amounts receivable from non-affiliated real estate partnerships for which we provide property management and other services and other miscellaneous receivables from non-affiliated entities. We evaluate all accounts receivable from residents and establish an allowance, after the application of security deposits and other anticipated recoveries, for accounts greater than 30 days past due for current residents and all receivables due from former residents. Accounts receivable from residents are stated net of allowances for doubtful accounts of approximately $2.4 million and $3.6 million as of December 31, 2004 and 2003, respectively.

We evaluate all accounts receivable from non-affiliated entities and establish an allowance for amounts that are considered to be uncollectible. Accounts receivable relating to non-affiliated entities are stated net of allowances for doubtful accounts of approximately $4.5 million and $4.6 million as of December 31, 2004 and 2003, respectively.


	*Accounts Receivable and Allowance for Doubtful Accounts from Affiliates*

Accounts receivable from affiliates are generally comprised of receivables related to property management and other services provided to unconsolidated real estate partnerships in which we have an ownership interest. We evaluate all accounts receivable balances from affiliates on a periodic basis, and establish an allowance for the amounts deemed to be uncollectible. Accounts receivable from affiliates are stated net of allowances for doubtful accounts of approximately $4.4 million and $3.0 million as of December 31, 2004 and 2003, respectively.


	*Deferred Costs*

We defer lender fees and other direct costs incurred in obtaining financing and amortize the cost over the terms of the related loan agreements. Amortization of these costs is included in interest expense.

We defer leasing commissions and other direct costs incurred in connection with successful leasing efforts and amortize the costs over the terms of the related leases. Amortization of these costs is included in property operating expenses.


	*Advertising Costs*

We generally expense all advertising costs as incurred to property operating expense. Total advertising expense for the years ended December 31, 2004, 2003 and 2002 was $29.0 million, $28.7 million and $19.6 million, respectively.

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	*Notes Receivable from Unconsolidated Real Estate Partnerships and Related Interest Income and Provision for Losses*


	*Investments in Unconsolidated Real Estate Partnerships*

We own general and limited partner interests in real estate partnerships that own apartment properties. We account for investments in real estate partnerships that we do not consolidate under the equity method. Under the equity method, our share of the earnings or losses of the entity for the periods being presented is included in equity in earnings (losses) from unconsolidated real estate partnerships, except for our share of impairments and property disposition gains related to such entities, which we report separately in the consolidated statements of income.


	*Intangible Assets*

At December 31, 2004 and 2003, other assets included goodwill of $88.1 million and $99.8 million, respectively, associated with the purchase of affordable properties and other businesses that we had previously amortized on a straight-line basis. We account for goodwill and other intangible assets in accordance with the requirements of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, or SFAS 142. SFAS 142 does not permit amortization of goodwill and other intangible assets with indefinite lives, but requires an annual impairment test of such assets. The first step of the impairment test compares the fair value of reporting units with their carrying amounts, including goodwill. Based on the application of the goodwill impairment test set forth in SFAS 142, we determined that our goodwill was not impaired in 2004, 2003 or 2002. The 2004 decrease in goodwill was attributable to a change in the accounting for our investment in a previously consolidated entity that we now account for under the equity method.

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Other assets also includes intangible assets for purchased management contracts with finite lives that we amortize on a straight-line basis over terms ranging from five to twenty years and intangible assets for in-place leases as discussed under Acquisition of Real Estate Assets and Related Depreciation and Amortization.


	*Capitalized Software Costs*

Purchased software and other costs related to software developed for internal use are capitalized during the application development stage and are amortized using the straight-line method over the estimated useful life of the software, generally five years. We write off the costs of software development projects when it is no longer probable that the software will be completed and placed in service. During 2004, we wrote off $1.1 million of software development costs. For the years ended December 31, 2004, 2003 and 2002, we capitalized software development costs totaling $18.1 million, $18.9 million and $8.0 million, respectively. At December 31, 2004 and 2003, other assets included $43.4 million and $36.7 million of net capitalized software, respectively.


	*Minority Interest in Consolidated Real Estate Partnerships*

We reflect unaffiliated partners’ interests in consolidated real estate partnerships as minority interest in consolidated real estate partnerships. Minority interest in consolidated real estate partnerships represents the minority partners’ share of the underlying net assets of our consolidated real estate partnerships. When these consolidated real estate partnerships make cash distributions to partners in excess of the carrying amount of the minority interest, we generally record a charge equal to the amount of such excess distribution, even though there is no economic effect or cost. We report this charge in the consolidated statements of income as deficit distributions to minority partners. We allocate partnership losses to minority partners to the extent of the carrying amount of the minority interest. We generally record a charge when partnership losses exceed the carrying amount of the minority interest, even though there is no economic effect or cost. We report this charge in the consolidated statements of income within minority interest in consolidated real estate partnerships. We do not record charges for distributions or losses in certain limited instances where the minority partner has a legal obligation and financial capacity to contribute additional capital to the partnership. For the years ended December 31, 2004, 2003, and 2002, we recorded charges for partnership losses resulting from depreciation of approximately $5.2 million, $1.5 million, and $7.0 million, respectively, that were not allocated to minority partners because the losses exceeded the carrying amount of the minority interest.


	*Revenue Recognition*

Our properties have operating leases with apartment residents with terms generally of twelve months or less. We recognize rental revenue related to these leases, net of any concessions, on a straight-line basis over the term of the lease. We recognize revenues from property management, asset management, syndication, development and other services when the related fees are earned and are realized or realizable.


	*Stock-Based Compensation*

Effective January 1, 2003, we adopted the accounting provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, or SFAS 123, as amended by Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123, or SFAS 148, and applied the prospective method set forth in SFAS 148 with respect to the transition. Under this method, we apply the fair value recognition provisions of SFAS 123 to all employee awards granted, modified, or settled on or after January 1, 2003, which has resulted in recognition of compensation expense related to stock options based on the fair value of the stock options. For stock options granted prior to January 1, 2003, we apply Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, or APB 25, and related interpretations. Under APB 25, because the exercise price of our employee stock options equaled the market price of the underlying stock on the date of grant, no compensation expense related to such options has been recognized. We recognize compensation expense for stock options accounted for under SFAS 123 and restricted stock awards ratably over the period the awards vest. Compensation expense is reversed as forfeitures occur.

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For purposes of the pro forma disclosures below, the estimated fair values for all awards made prior to January 1, 2003 are amortized over the respective vesting period for each such option and are shown as expense as if SFAS 123 had been applied to all such awards. Pro forma information regarding net income and earnings per share is required by SFAS 123, which also requires that the information be determined as if we had accounted for our employee stock options granted subsequent to December 31, 1994 under the fair value method. The fair value for our options granted over the last three years was estimated at the date of grant using a Black-Scholes valuation model with the following assumptions:


	2004		2003		2002

Risk free interest rate		3.5%		3.5%		4.2%
Expected dividend yield		7.5%		9.0%		7.5%
Volatility factor of the expected market price of our Common Stock		0.191		0.195		0.210
Weighted average expected life of options		5.0 years		5.0 years		4.5 years
Weighted average fair value of options granted during the year		$2.24		$2.26		$3.52

The Black-Scholes valuation model was developed for use in estimating the fair value of traded options and does not take into account vesting requirements or restrictions on transferability. In addition, the valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Our employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate.

The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period presented. Our pro forma information for the years ended December 31, 2004, 2003 and 2002 is as follows (in thousands, except per share data):


		2004			2003			2002

Net income attributable to common stockholders, as reported		$	174,693		$	65,292		$	75,488
Add: Stock-based employee compensation expense included in reported net income:
	Restricted stock awards		4,903			4,088			4,233
	Stock options		1,603			892			—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards:
	Restricted stock awards		(4,903	)		(4,088	)		(4,233	)
	Stock options		(4,289	)		(4,744	)		(6,921	)
Add: Additional minority interest in Aimco Operating Partnership			276			435			871

Pro forma net income attributable to common stockholders		$	172,283		$	61,875		$	69,438

Basic earnings per common share:
	Reported	$	1.88		$	0.70		$	0.88
	Pro forma	$	1.85		$	0.67		$	0.81
Diluted earnings per common share:
	Reported	$	1.88		$	0.70		$	0.87
	Pro forma	$	1.85		$	0.67		$	0.80

The effects of applying SFAS 123 in calculating pro forma income attributable to common stockholders and pro forma basic and diluted earnings per share may not necessarily be indicative of the effects of applying SFAS 123 to future years’ earnings. As discussed in Note 21, we are required to change our method of accounting for stock-based compensation in 2005.

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	*Discontinued Operations*

In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment of Long-Lived Assets to be Disposed Of, or SFAS 144, we classify certain properties as held for sale (see Note 15). The property operating income, interest expense and interest income are presented in discontinued operations in both current periods and all comparable periods presented. In addition, depreciation is not recorded on properties held for sale, however, depreciation expense recorded prior to classification as held for sale is included in discontinued operations. The net gain on sale and any impairment losses are presented in discontinued operations when recognized.


	*Derivative Financial Instruments*

We primarily use long-term, fixed-rate and self-amortizing non-recourse debt in order to avoid, among other things, risk related to fluctuating interest rates. For our variable-rate debt, we are sometimes required by our lenders to limit our exposure to interest rate fluctuations by entering into interest rate swap or cap agreements. The interest rate swap agreements moderate our exposure to interest rate risk by converting the variable-rate debt to a fixed rate. The interest rate cap agreements effectively limit our exposure to interest rate risk by providing a ceiling on the underlying variable interest rate. The fair values of these instruments are reflected as assets or liabilities in the balance sheet, and periodic changes in fair value are included in interest expense. These instruments are not material to our financial position and results of operations.


	*Insurance*

We believe that our insurance coverages insure our properties adequately against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, and other perils. In addition, we reinsure substantial portions of our property, workers’ compensation, health, and general liability insurance coverage. Losses are accrued based upon our estimates of the aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on our experience.


	*Income Taxes*

We have elected to be taxed as a REIT, as defined under the Internal Revenue Code of 1986, as amended. As a REIT, we generally will not be subject to United States Federal income taxes at the corporate level on our net income that is distributed to our stockholders if we distribute at least 90% of our REIT taxable income to our stockholders. If our taxable income exceeds our dividends in a tax year, REIT tax rules allow us to “throw back” dividends from the subsequent tax year in order to avoid current taxation on undistributed income. Throwing back of dividends can result in excise taxes. REITs are also subject to a number of other organizational and operational requirements. If we fail to qualify as a REIT in any taxable year, our taxable income will be subject to United States Federal income tax at regular corporate rates (including any applicable alternative minimum tax). Even if we qualify as a REIT, we may be subject to certain state and local income taxes and to United States Federal income tax. We also will be required to pay a 100% tax on non-arms length transactions between us and a taxable REIT subsidiary and on any net income from sales of property that the IRS successfully asserts was property held for sale to customers in the ordinary course.

Certain of our operations (property management, asset management, risk, etc.) are conducted through taxable REIT subsidiaries, which are subsidiaries of the Aimco Operating Partnership and each of which we refer to as a TRS. A TRS is a C-corporation that has not elected REIT status and as such is subject to United States Federal corporate income tax. We use the TRS format to facilitate our ability to offer certain services and activities to our residents that are not generally considered as qualifying REIT activities.

For our taxable REIT subsidiaries, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for Federal income tax purposes, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse.

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	*Earnings Per Share*


	*Fair Value of Financial Instruments*

The aggregate fair value of our cash and cash equivalents, receivables, payables and short-term secured debt as of December 31, 2004 approximates their carrying value due to their relatively short-term nature. We further believe that the fair value of our variable rate secured tax-exempt bond debt and secured long-term debt also approximate their carrying value. For notes receivable, fixed rate secured tax-exempt bond debt and secured long-term debt, fair values have been based on estimates using present value techniques. Present value calculations vary significantly depending on the assumptions used, including the discount rate and estimates of future cash flows. We estimate fair value for our fixed rate debt agreements based on the quoted market prices for the same or similar issues. In many cases, the fair value estimates may not be realized in immediate settlement of the instruments. The estimated combined fair value of our notes receivable at December 31, 2004 and December 31, 2003, was approximately $201 million and $216 million, respectively. See Note 5 for further details on notes receivable. The estimated combined fair value of our secured tax-exempt bonds and secured notes payable at December 31, 2004 and December 31, 2003, was approximately $6.0 billion and $6.0 billion, respectively. See Note 6 for further details on secured tax-exempt bonds and secured notes payable.


	*Concentration of Credit Risk*

Financial instruments that potentially could subject us to significant concentrations of credit risk consist principally of notes receivable. Concentrations of credit risk with respect to notes receivable are limited due to the large number of partnerships comprising our partnership base, the geographic diversity of the underlying properties, and the amount of partnership distributions.


	*Use of Estimates*

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts included in the financial statements and accompanying notes thereto. Actual results could differ from those estimates.


	*Reclassifications*

Certain items included in the 2003 and 2002 financial statements amounts have been reclassified to conform to the 2004 presentation.

Note 3 — Acquisitions and Joint Ventures


	*Real Estate Acquisitions*

During 2004, we completed acquisitions of 11 properties (including The Palazzo at Park La Brea), containing approximately 1,880 residential units (and some ground floor retail space) for an aggregate purchase price of approximately $361 million. Of the 11 properties acquired, six are located in the New York City area, one in Los Angeles, two in Massachusetts, one in Florida and one in the Chicago area. The purchases were funded with cash, tax-free exchange funds, new debt and the assumption of existing debt.

During 2003, we completed acquisitions of two properties (one located in the New York City area and one in Florida) containing 415 residential units and 12 commercial units for an aggregate purchase price of $96.5 million. The purchases were funded with cash, common OP units, new debt, and the assumption of existing debt.

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	*Acquisitions of Partnership Interests*

During 2004 and 2003, we acquired limited partnership interests in 147 partnerships and 166 partnerships, respectively, in which our affiliates served as general partner. In connection with such acquisitions in both consolidated and unconsolidated real estate partnerships, during 2004 we paid approximately $50 million, which included transaction costs, of which $48 million was in cash and the remainder in OP Units, and during 2003 we paid approximately $27 million, which included transaction costs, of which $26 million was in cash and the remainder in OP Units. The 2004 and 2003 amounts were approximately $89 million and $56 million, respectively, in excess of the minority interests’ book value in such limited partnerships, which we generally identified to real estate.

In July 2003, we acquired the remaining 50% interest in the partnership that owns Lincoln Place, a 795-unit apartment community in Venice, California, for a purchase price of approximately $63 million, funded through a combination of cash and assumed non-recourse mortgage debt. During 2001, we acquired an approximate 50% interest in the partnership that owns Lincoln Place, which we funded through the payment of cash and the issuance of Class Nine Partnership Preferred Units, or the Class Nine Preferred Units. In connection with the July 2003 transaction, we repurchased for approximately $33 million all outstanding Class Nine Preferred Units that were issued in connection with the 2001 purchase and approximately 147,000 common OP Units that had been issued upon conversion of Class Nine Preferred Units issued in the 2001 purchase.


	*GE Joint Venture*

On December 30, 2003 we entered into an equity financing with GE Real Estate in the form of a joint venture, which we refer to the as the GE JV. At closing, we contributed to the GE JV interests in 33 of our apartment properties with a total of 9,534 units, and GE Real Estate contributed cash, of which we received approximately $107 million before transaction costs and funding of reserves. The 33 apartment properties we contributed had an agreed-upon transaction value of approximately $346 million and mortgage debt of approximately $204 million that was assumed by the GE JV. In March 2004, we contributed to the GE JV interests in four additional apartment properties with a total of 900 units, and GE Real Estate contributed cash, of which we received approximately $11.0 million before transaction costs and funding of reserves. The four apartment properties we contributed had an agreed-upon transaction value of approximately $36.0 million and mortgage debt of approximately $21.0 million that was assumed by the GE JV. As a result of our control over day-to-day operations, we continue to consolidate the properties contributed to the GE JV in our consolidated financial statements and did not recognize any gain as a result of this transaction. GE Real Estate’s interest in these net assets is included in minority interest in consolidated real estate partnerships.


Note 4 —	Investments in Unconsolidated Real Estate Partnerships

We owned general and limited partner interests in unconsolidated real estate partnerships owning approximately 330, 441 and 511 properties at December 31, 2004, 2003 and 2002, respectively. We acquired these interests through various transactions, including large portfolio acquisitions and offers to individual limited partners. Our total ownership interests in these unconsolidated real estate partnerships ranges typically from less than 1% to 50%.

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The following table provides selected combined financial information for our unconsolidated real estate partnerships as of and for the years ended December 31, 2004, 2003 and 2002 (in thousands):


	2004			2003			2002

Real estate, net of accumulated depreciation	$	1,004,501		$	1,441,739		$	1,569,144
Total assets		1,255,434			1,809,990			1,880,982
Secured and other notes payable		1,146,141			1,704,963			1,787,756
Total liabilities		1,545,250			2,256,370			2,306,931
Partners’ deficit		(289,816	)		(446,380	)		(425,949	)
Rental and other property revenues		320,687			538,759			587,199
Property operating expenses		(201,248	)		(328,759	)		(319,685	)
Depreciation expense		(72,577	)		(110,978	)		(123,489	)
Interest expense		(99,120	)		(157,513	)		(176,087	)
Gain on sale		100,669			85,718			48,748
Net income		50,778			40,782			27,505

The decrease in the amounts in the above table from year to year was primarily due to dispositions of real estate owned by our unconsolidated real estate partnerships and our purchase of additional interests in, and resulting consolidation of, various partnerships previously accounted for under the equity method.

As a result of our acquisition of interests in unconsolidated real estate partnerships, the investment in these partnerships at December 31, 2004 and 2003 of $188.1 million and $230.1 million, respectively, is approximately $123.7 million and $322.7 million, respectively, in excess of our share of the underlying historical partners’ deficit of the partnerships. The excess of the cost of the investments acquired over the equity in the underlying historical partners’ deficit is primarily ascribed to the fair values of land and buildings owned by the unconsolidated real estate partnerships. We amortize the excess basis related to the buildings over the estimated useful lives of the buildings. Such amortization is recorded as a component of equity in earnings (losses) of unconsolidated real estate partnerships.

Note 5 — Notes Receivable

The following table summarizes our notes receivable at December 31, 2004 and 2003 (in thousands):


	2004								2003

	Unconsolidated								Unconsolidated
	Real Estate								Real Estate
	Partnerships			Non-Affiliates		Total			Partnerships			Non-Affiliates		Total

Par value notes	$	81,217		$	31,217	$	112,434		$	63,829		$	68,431	$	132,260
Discounted notes		91,221			499		91,720			86,223			340		86,563
Allowance for loan losses		(7,149	)		—		(7,149	)		(10,122	)		—		(10,122	)

Total notes receivable	$	165,289		$	31,716	$	197,005		$	139,930		$	68,771	$	208,701

Face value of discounted notes	$	132,654		$	1,249	$	133,903		$	136,979		$	1,249	$	138,228

Included in notes receivable from unconsolidated real estate partnerships at December 31, 2004 and 2003, are $31.3 million and $30.8 million, respectively, in notes that were secured by interests in real estate or interests in real estate partnerships. We earn interest on these secured notes receivable at various annual interest rates ranging between 6.0% and 12.0% and averaging 9.7%.

Included in the notes receivable from non-affiliates at December 31, 2004 and 2003, are $9.1 million and $20.9 million, respectively, in notes that were secured by interests in real estate or interests in real estate partnerships. We earn interest on these secured notes receivable at various annual interest rates ranging between 4.0% and 9.0% and averaging 7.3%.

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Additionally, included in notes receivable from non-affiliates at December 31, 2004 and 2003 are notes receivable from Alan I. Casden for an aggregate of $9.4 million and $35.0 million, respectively. Prior to the March 2002 acquisition of Casden Properties, Inc. (which we refer to as the Casden Transactions) in which we acquired NAPICO, investors holding limited partnership units in various limited partnerships of which NAPICO is the corporate general partner commenced an action (the “REAL Litigation”) against NAPICO and certain other defendants. On December 30, 2003, a settlement agreement (the “Settlement Agreement”) between NAPICO and Aimco and the prior shareholders of Casden Properties, Inc. closed in accordance with its terms. Among other things, the Settlement Agreement provided that The Casden Company deliver promissory notes (each a Note and collectively, the Notes) to NAPICO in an aggregate amount of $35 million ($7 million per year for 5 years), plus interest, on a secured, non-recourse basis. The Notes were secured by (i) approximately 804,000 shares of Common Stock and (ii) cash proceeds of recoveries or settlements that Alan I. Casden or any of his affiliates, or any of the former shareholders of Casden Properties Inc., receive in connection with or related to the REAL Litigation. On September 22, 2004, we entered into an agreement with respect to certain proceeds to be received by Alan I. Casden and Casden’s right to deliver Common Stock at an agreed-upon value of $47 per share in satisfaction of the Notes. Pursuant to this agreement, we received $20 million in cash as payment in full on the three Notes due in 2004, 2005 and 2006. Thereafter, at various intervals spanning approximately 1.5 years, we will receive cash payments of $4.0 million, $3.0 million and $2.5 million in satisfaction of the Notes due in 2007 and 2008. This transaction resolves a contingency based on the price of our Common Stock related to the Casden Transactions. In accordance with SFAS 141, we recorded a $4.8 million charge to additional paid-in capital, representing the difference between the $29.1 million fair value of the consideration to be paid pursuant to the settlement and the $33.9 million book value of the Notes.

Interest income from total non-impaired par value notes for the years ended December 31, 2004, 2003 and 2002 totaled $20.5 million, $15.5 million and $26.6 million, respectively. For the years ended December 31, 2004, 2003, and 2002, we recognized accretion income on total discounted notes of approximately $6.3 million ($0.06 per basic and diluted share), $3.3 million ($0.03 per basic and diluted share), and $36.8 million ($0.37 per basic and diluted share), respectively.

The activity in the allowance for loan losses in total for both par value notes and discounted notes for the years ended December 31, 2004 and 2003, is as follows (in thousands):


		2004			2003

Balance at beginning of year		$	(10,122	)	$	(9,979	)
	Recoveries of (provision for) losses on notes receivable		1,765			(2,183	)
	Net reductions due to newly consolidated and property sales		1,208			2,040

Balance at end of year		$	(7,149	)	$	(10,122	)

During the year ended December 31, 2004 and 2003, we determined that an allowance for loan losses of $3.7 million and $6.6 million, respectively, was required on certain of our par value notes that had carrying values of $17.1 million and $16.3 million, respectively. The average recorded investment in the impaired par value notes for the years ended December 31, 2004 and 2003 was $15.8 million and $14.6 million, respectively. The remaining $95.3 million in par value notes receivable at December 31, 2004 is collectible and, therefore, interest income on these par value notes is recognized as it is earned.

As of December 31, 2004 and 2003, we determined that an allowance for loan losses of $3.4 million and $3.5 million, respectively, was required on certain of our discounted notes that had carrying values of $6.0 million and $4.9 million, respectively. The average recorded investment in the impaired discounted notes for the years ended December 31, 2004 and 2003 was $5.8 million and $6.3 million, respectively.

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Note 6 — Secured Tax-Exempt Bond Financings and Secured Notes Payable

The following table summarizes our secured tax-exempt bond financings at December 31, 2004 and 2003, the majority of which is non-recourse to us (in thousands):


		Weighted Average
		Interest Rate			2004		2003

Fixed rate secured tax-exempt bonds payable			6.03	%	$	391,979	$	368,769
Variable rate secured tax-exempt bonds payable			2.18			741,815		695,481

	Total				$	1,133,794	$	1,064,250

Fixed rate secured tax-exempt bonds payable mature at various dates through October 2045. Variable rate secured tax-exempt bonds payable mature at various dates through June 2034. Principal and interest on these bonds are generally payable in semi-annual installments or in monthly interest-only payments with balloon payments due at maturity. Certain of our tax-exempt bonds at December 31, 2004 are remarketed periodically by a remarketing agent to maintain a variable yield. If the remarketing agent is unable to remarket the bonds, then the remarketing agent can put the bonds to us. We believe that the likelihood of this occurring is remote. At December 31, 2004, our secured tax-exempt bond financings were secured by 90 properties with a combined net book value of $1,786.5 million.

The following table summarizes our secured notes payable at December 31, 2004 and 2003, the majority of which are non-recourse to us (in thousands):


		Weighted Average
		Interest Rate			2004		2003

Conventional fixed rate secured notes payable			6.89	%	$	4,048,157	$	3,894,453
Conventional variable rate secured notes payable			3.64			348,670		39,664
Secured notes credit facility			3.21			74,032		184,328

	Total				$	4,470,859	$	4,118,445

Fixed rate secured notes payable mature at various dates through October 2045. Variable rate secured notes payable mature at various dates through November 2028. Principal and interest are generally payable monthly or in monthly interest-only payments with balloon payments due at maturity. At December 31, 2004, our secured notes payable were secured by 558 properties with a combined net book value of $6,900.5 million.

We have a secured revolving credit facility that provides for borrowings of up to $250 million primarily to be used for financing properties that we intend to sell, as well as properties that are under redevelopment. In addition to the amounts in the above table, there were approximately $10 million and $9 million of notes that were provided through this facility that are unconsolidated and not included within secured notes payable at December 31, 2004 and 2003, respectively. The interest rate on the notes provided through this facility is the Fannie Mae Discounted Mortgage-Backed Security index plus 0.85%, which interest rate resets monthly. Each such loan under this facility is treated as a separate borrowing and is collateralized by a specific property, and none of the loans is cross-collateralized or cross-defaulted. This facility matures in September 2007, but can be terminated and repaid in full without penalty after September 2005.

Our consolidated 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. At December 31, 2004, we were in material compliance with all financial covenants pertaining to our consolidated debt instruments.

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As of December 31, 2004, the scheduled principal amortization and maturity payments for our secured tax-exempt bonds and secured notes payable are as follows (in thousands):


	Amortization		Maturities		Total

2005	$	128,720	$	126,120	$	254,840
2006		133,238		495,054		628,292
2007		140,490		237,468		377,958
2008		145,163		178,215		323,378
2009		152,794		124,639		277,433
Thereafter						3,742,752

					$	5,604,653


Note 7 —	Mandatorily Redeemable Preferred Securities

In accordance with SFAS 150, we report Trust Based Convertible Preferred Securities, which we refer to as TOPRS, and the Class S Cumulative Redeemable Preferred Stock, which we refer to as the Class S Preferred Stock, within the liabilities section of the consolidated balance sheets as of December 31, 2004 and 2003 (see Note 2 for further details on SFAS 150).

In connection with the Insignia merger in 1998, we assumed the obligations under TOPRS with an aggregate liquidation amount of $149.5 million. Since 1998, approximately $134.5 million of the securities have been converted, resulting in $15.0 million remaining as of December 31, 2004, which also represents the redemption value. The securities mature on September 30, 2016 and require quarterly distributions payable in arrears at the rate of 6.5% per annum. For the years ended December 31, 2004, 2003 and 2002, $1.0 million, $1.0 million and $1.2 million, respectively, of distributions have been recorded to interest expense. The securities are convertible by the holders at any time through September 30, 2016 and may be redeemed by us on or after November 1, 1999. Each $50 of liquidation value of the securities can be converted into Common Stock at a conversion price of $49.61, which equates to 1.007 shares of Common Stock. In 2004 and 2003, the holders of the securities converted approximately $0.1 million and $0.05 million, respectively, of the securities into approximately 2,000 and 1,000 shares of Common Stock, respectively. On January 11, 2005, we redeemed for cash, all outstanding TOPRS (see Note 22 for further details on the redemption).

On April 30, 2003, we sold 4,000,000 shares ($100 million) of Class S Preferred Stock through a private placement to an institutional investor. On January 30, 2004, we redeemed 1,015,228 shares of the Class S Preferred Stock at a redemption price of $24.625 per share. On March 26, 2004, we redeemed the remaining 2,984,772 shares of the Class S Preferred Stock at a redemption price of $24.75 per share. In accordance with SFAS 150, for the year ended December 31, 2004, we recorded to interest expense approximately $0.8 million of dividends paid on the Class S Preferred Stock and $0.4 million resulting from a redemption value adjustment on February 1, 2004. For the year ended December 31, 2003, we recorded to interest expense $2.0 million of dividends paid on the Class S Preferred Stock and $0.75 million resulting from a redemption value adjustment.


Note 8 —	Term Loans and Credit Facility

On November 2, 2004, we entered into an Amended and Restated Senior Secured Credit Agreement, which we refer to as the Credit Agreement, with a syndicate of financial institutions. In addition to Aimco, the Aimco Operating Partnership and two Aimco subsidiaries, NHP Management Company and AIMCO/ Bethesda Holdings, Inc. are also borrowers under the Credit Agreement. The Credit Agreement replaced our previous two separate credit agreements.

The original aggregate commitment under the Credit Agreement is $750 million, comprised of $450 million of revolving loan commitments and a $300 million term loan tranche. The revolving loans bear interest at a rate equal to (i) the LIBOR rate plus a margin that can range from 1.50% to 2.00% (for LIBOR loans) or (ii) the base rate plus a margin that can range from 0% to 0.25% (for base rate loans), in each case, depending on our leverage ratio. The term loan bears interest at a rate equal to (i) the LIBOR rate plus 2.00% (for LIBOR loans) or (ii) the

F-22

base rate plus 0.25% (for base rate loans). The default rate of interest for the loan is equal to the applicable rate described above plus 3%. The revolving loans mature on November 2, 2007, and the term loan matures on November 2, 2009.

The Credit Agreement includes customary financial covenants, including the maintenance of specified ratios with respect to total indebtedness to gross asset value, total secured indebtedness to gross asset value, aggregate recourse indebtedness to gross asset value, variable rate debt to total indebtedness, debt service coverage and fixed charge coverage; the maintenance of a minimum adjusted tangible net worth; and limitations regarding the amount of cross-collateralized debt. The Credit Agreement includes other customary covenants, including a restriction on distributions and other restricted payments, but permits distributions during any 12-month period in an aggregate amount of up to 95% of our funds from operations for such period or such amount as may be necessary to maintain our REIT status. The Credit Agreement also permits us to repurchase our Common Stock using up to 80% of sales proceeds in any trailing four-quarter period.

The lenders under the Credit Agreement may accelerate any outstanding loans if, among other things: we fail to make payments when due (subject to applicable grace periods); material defaults occur under other debt agreements; certain bankruptcy or insolvency events occur; material judgments are entered against us; we fail to comply with certain covenants, such as the requirement to deliver financial information or the requirement to provide notices regarding material events (subject to applicable grace periods in some cases); indebtedness is incurred in violation of the covenants; or prohibited liens arise.

Upon entering into the Credit Agreement on November 2, 2004, we borrowed $300.0 million under the term loan facility, which bears interest at the LIBOR rate plus 2.0%, and $145.0 million under the revolving credit facility, which currently bears interest at the LIBOR rate plus 1.75%. Proceeds from the term loan were used to repay the outstanding loans under our previous loan facilities and for other corporate purposes. Proceeds from the revolving loans made on the closing date were used to repay outstanding loans under the previous loan facilities. The proceeds of future revolving loans are generally permitted to be used to fund working capital and other corporate purposes.

At December 31, 2004, the outstanding principal balance of the term loan was $300.0 million at an interest rate of 4.18%. At December 31, 2004, the outstanding principal balance of the revolving loans was $68.7 million at a weighted average interest rate of 4.64% (based on various weighted average LIBOR and base rate borrowings outstanding with various maturities). The amount available under the revolving facility at December 31, 2004 was $358.2 million (after giving effect to $23.1 million outstanding for undrawn letters of credit issued under the revolving facility). As of December 31, 2004, we were in compliance with all financial covenant requirements.


Note 9 —	Commitments and Contingencies


	*Commitments*

In connection with the Casden Transactions, we have commitments to:


	•	purchase, for a contractually agreed minimum consideration of approximately $199 million, Palazzo East at Park La Brea upon satisfactory completion of construction and attainment of 60% occupancy. Palazzo East at Park La Brea is comprised of a total of 610 units, construction of which was completed in December 2003. The Palazzo East at Park La Brea acquisition was completed on February 28, 2005 (see Note 22). With regard to our previously disclosed commitment to purchase Westwood, on January 3, 2005, we finalized an agreement that extinguished our purchase obligation;

	•	provide a stand-by facility of $64.5 million in debt financing associated with the development of Palazzo East at Park La Brea and Westwood (as of December 31, 2004, no funds have been drawn on this stand-by facility). In connection with the Westwood agreement described above, the maximum amount we are required to provide through this stand-by facility was reduced to $32.1 million. Additionally, with the February 28, 2005 acquisition of Palazzo East at Park La Brea, we are no longer required to provide this stand-by facility;

F-23


	•	invest up to $50 million for a 20% limited liability company interest in Casden Properties LLC. As of December 31, 2004, we had invested $39.2 million. Casden Properties LLC intends to pursue new development opportunities in Southern California and other markets. We have an option, but not an obligation, to purchase at completion all multifamily rental projects developed by Casden Properties LLC; and

	•	pay $2.5 million per quarter for five years (for an aggregate amount of $50 million) to Casden Properties LLC as a retainer on account for redevelopment services on our assets (as of December 31, 2004, $27.5 million has been paid).


	*Guarantees*

In the ordinary course of business, we provide certain guarantees that are covered by the provisions of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, or FIN 45. These guarantees include: (i) standby letters of credit, which we may provide to enhance credit or guarantee our performance under contractual obligations; (ii) limited guarantees, which we may provide to certain of our lenders and that may require us to provide funds to maintain required loan-to-value ratios; and (iii) guarantees in connection with our syndication of historical and affordable housing tax credits, which we may provide to make available additional funding to cover operating cash flow deficiencies, cover shortfalls related to the delivery of tax credits and cover financing shortfalls related to project development. These guarantees have varying expiration dates ranging from less than one year to fourteen years. The fair values of guarantees that are required to be recognized under FIN 45 are not material to our financial statements.


	*Legal Matters*

In addition to the matters described below, we are a party to various legal actions and administrative proceedings arising in the ordinary course of business, some of which are covered by liability insurance, and none of which we expect to have a material adverse effect on our consolidated financial condition or results of operations.


	Limited Partnerships

In connection with our acquisitions of interests in real estate partnerships, we are sometimes subject to legal actions, including allegations that such activities may involve breaches of fiduciary duties to the partners of such real estate partnerships or violations of the relevant partnership agreements. We may incur costs in connection with the defense or settlement of such litigation. We believe that we comply with our fiduciary obligations and relevant partnership agreements. Although the outcome of any litigation is uncertain, we do not expect any such legal actions to have a material adverse affect on our consolidated financial condition or results of operations.


	Environmental

F-24

be liable for environmental liabilities or costs associated with our properties or properties we acquire or manage in the future.


	Mold

As previously disclosed, we have been named as a defendant in lawsuits that have alleged personal injury as a result of the presence of mold. In addition, we are aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. We have only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. We have implemented a national policy and procedures to prevent or eliminate mold from our properties and believe that our measures will eliminate, or at least minimize, the effects that mold could have on our residents. To date, we have not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change we can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on our consolidated financial condition or results of operations.


	San Francisco Litigation

As previously disclosed, Aimco and four of its affiliated partnerships were parties to a lawsuit with the City and County of San Francisco and certain of its agents. A settlement agreement among the parties resolving the litigation became effective on November 4, 2004. The settlement was subject to certain previously disclosed conditions subsequent that have been satisfied. We intend to complete a renovation of the properties. The settlement and anticipated renovation of the properties have had no material adverse effect on our consolidated financial condition or results of operations.


	National Union Litigation

As previously disclosed, National Program Services, Inc. and Vito Gruppuso (collectively “NPS”) were insurance agents who sold to us property insurance issued by National Union Fire Insurance Company of Pittsburgh, Pennsylvania (“National Union”). The financial failure of NPS resulted in defaults under two agreements by which NPS indemnified us from losses relating to the matters described below. As a result of such defaults we had a $16.7 million insurance-related receivable that was subsequently reduced to $6.7 million following our settlement with Lumbermens Mutual Casualty Company (“Lumbermens”) and an insurance agency. In addition, we have pending litigation against National Union, First Capital Group, a New York based insurance wholesaler, NPS and other agents of National Union, for a refund of at least $10 million of the prepaid premium plus other damages. The contingent liabilities arising from the NPS defaults also resulted in litigation against us by Cananwill, Inc. (“Cananwill”), a premium funding company, regarding an alleged balance due of $5.7 million on a premium finance agreement that funded premium payments made to National Union. We are also plaintiffs in litigation against Cananwill and Combined Specialty Insurance Company, formerly known as Virginia Surety Company, Inc., alleging Cananwill’s conversion of $1.6 million of unearned premium belonging to us and misapplication of such funds to the alleged debt asserted in the lawsuit initiated by Cananwill. The matter in which we are plaintiffs has been stayed by the court pending resolution of the action filed by Cananwill against us. The previously disclosed litigation brought by WestRM — West Risk Markets, Ltd. (“WestRM”) against XL Reinsurance America, Inc. (“XL”), Greenwich Insurance Company (“Greenwich”) and Lumbermens in which we have been made a third party defendant continues. Summary judgment has been entered against defendants XL and Greenwich. Similarly, the previously disclosed litigation brought by Highlands Insurance Company (“Highlands”) against Cananwill, XL, Greenwich and us also continues. In those cases in which we are a defendant, we believe that we have meritorious defenses to assert, and we will vigorously defend ourselves against claims brought against us. In addition, we will vigorously prosecute our own claims. Although the outcome of any claim or matter in litigation is uncertain, we do not believe that we will incur any material loss in connection with the insurance-related receivable or that the ultimate outcome of these separate but related matters will have a material adverse effect on our consolidated financial condition or results of operations.

F-25


	FLSA Litigation

As previously disclosed, the Aimco Operating Partnership and NHP Management Company (“NHPMN”), our affiliate, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that the Aimco Operating Partnership and NHPMN failed to compensate maintenance workers for time that they were required to be “on-call.” Additionally, the complaint alleges the Aimco Operating Partnership and NHPMN failed to comply with the FLSA in compensating maintenance workers for time that they worked in responding to a call while “on-call.” We have filed an answer to the amended complaint denying the substantive allegations. Discovery relating to the certification of the collective action has concluded and briefing on the matter is underway. Although the outcome of any litigation is uncertain, we do not believe that the ultimate outcome will have a material adverse effect on our consolidated financial condition or results of operations.


	SEC Investigation

As previously disclosed, the Central Regional Office of the United States Securities and Exchange Commission (the “SEC”) is conducting a formal investigation relating to certain matters. Although the staff of the SEC is not limited in the areas that it may investigate, we believe the areas of investigation include our miscalculated monthly net rental income figures in third quarter 2003, forecasted guidance, accounts payable, rent concessions, vendor rebates, capitalization of payroll and certain other costs, and tax credit transactions. We are cooperating fully. We are not able to predict when the matter will be resolved. We do not believe that the ultimate outcome will have a material adverse effect on our consolidated financial condition or results of operations.


	*Operating Leases*

We are obligated under office space and equipment non-cancelable operating leases. In addition, we sublease certain of our office space to tenants under non-cancelable subleases. Approximate minimum annual rentals under operating leases and approximate minimum payments to be received under annual subleases are as follows (in thousands):


	Operating Lease		Sublease
	Obligations		Receivables

2005	$	7,262	$	1,536
2006		7,226		1,485
2007		7,066		1,508
2008		6,445		1,086
2009		4,892		597
Thereafter		14,035		597

Total	$	46,926	$	6,809

Substantially all of the office space and equipment subject to the operating leases described above are for the use of our corporate offices and regional operating centers. Rent expense recognized totaled $5.8 million, $6.1 million, and $5.0 million for the years ended December 31, 2004, 2003 and 2002, respectively. Sublease receipts totaled approximately $0.9 million, $1.1 million and $0.8 million for the years ended December 31, 2004, 2003 and 2002, respectively.


Note 10 —	Income Taxes

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities of the taxable REIT subsidiaries for financial reporting purposes and the amounts used for

F-26

income tax purposes. Significant components of our deferred tax liabilities and assets are as follows (in thousands):


		December 31,			December 31,
		2004			2003

Deferred tax liabilities:
	Partnership differences	$	50,109		$	54,317
	Depreciation of fixed assets		3,745			956
	Interest income		809			8,240
	Deferred gains		13,070			5,061
	Other		130			3,289

Total deferred tax liabilities		$	67,863		$	71,863

Deferred tax assets:
	Net operating and capital loss carryforward	$	10,432		$	16,401
	Receivables		7,350			7,887
	Accrued liabilities		11,184			8,854
	Accrued interest expense		5,215			3,893
	Intangibles — management contracts		10,922			12,193
	Rehabilitation & Low Income Housing credits		3,830			3,358

Total deferred tax assets			48,933			52,586
Valuation allowance for deferred tax assets			(1,209	)		(716	)

Deferred tax assets, net of valuation allowance			47,724			51,870

Net deferred tax liabilities		$	20,139		$	19,993

During the year ended December 31, 2004, we recorded a deferred tax asset related to low income housing credits of approximately $0.5 million for which a full valuation reserve was recorded. The remaining amount of our valuation reserve relates to tax credits that we do not expect to utilize to reduce future tax obligations.

Significant components of the provision (benefit) for income taxes are as follows and are classified within other expenses (income), net in continuing operations and income from discontinued operations, net in our statements of income for 2004, 2003 and 2002 (in thousands):


		Year Ended			Year Ended			Year Ended
		December 31,			December 31,			December 31,
		2004			2003			2002

Current:
	Federal	$	7,345		$	4,556		$	(302	)
	State		748			840			1,686

Total current			8,093			5,396			1,384

Deferred:
	Federal		634			(10,065	)		(175	)
	State		72			(1,150	)		(1,640	)

Total deferred			706			(11,215	)		(1,815	)

Total provision (benefit)		$	8,799		$	(5,819	)	$	(431	)

Classification:
Continuing operations		$	(7,216	)	$	(17,953	)	$	(2,938	)
Discontinued operations		$	16,015		$	12,134		$	2,507

F-27

Consolidated income (loss) subject to tax is $20,498,000 for 2004, ($3,990,000) for 2003, and $7,171,000 for 2002. The reconciliation of income tax attributable to continuing and discontinued operations computed at the U.S. statutory rate to income tax expense (benefit) is shown below (dollars in thousands):


	Year Ended					Year Ended						Year Ended
	December 31, 2004					December 31, 2003						December 31, 2002

	Amount		Percent			Amount			Percent			Amount			Percent

Tax at U.S. statutory rates on consolidated income (loss) subject to tax	$	7,174		35.0	%	$	(1,396	)		35.0	%	$	2,510			35.0	%
State income tax, net of Federal tax benefit		818		4.0	%		(306	)		7.6	%		46			0.7	%
Effect of permanent differences		314		1.5	%		2,202			(55.2	)%		4,143			62.2	%
Increase (decrease) valuation allowance		493		2.4	%		(6,319	)		158.4	%		(7,130	)		(103.9	)%

	$	8,799		42.9	%	$	(5,819	)		145.8	%	$	(431	)		(6.0	)%

During the quarter ended March 31, 2003, in an effort to streamline business processes and operational efficiencies of our property management and services businesses, we contributed all of the capital stock of NHP Management Company to AIMCO/ Bethesda Holdings, Inc. (both of which are wholly-owned taxable REIT subsidiaries). In connection with this transaction, we reversed a valuation reserve related to future deductions and tax loss carryforwards of NHP Management Company and thereby recognized approximately $8.0 million of deferred tax benefits within other expenses (income), net. This deferred tax benefit increased net income by approximately $7.1 million, net of minority interest, and resulted in an increase in basic and diluted earnings per share of $0.08 for the year ended December 31, 2003.

Income taxes paid totaled approximately $2,727,000, $3,771,000, and $1,189,000 in the years ended December 31, 2004, 2003 and 2002, respectively.

At December 31, 2004, we had net operating loss carryforwards (NOLs) of approximately $27.0 million for income tax purposes that expire in years 2017 to 2023. Subject to certain separate return limitations, we may use these NOLs to offset all or a portion of taxable income generated by our taxable REIT subsidiaries. Additionally, at December 31, 2004, we had tax credit carryforwards of approximately $3.8 million for income tax purposes that expire in years 2012 to 2023.

Earnings and profits, which determine the taxability of dividends to stockholders, differ from net income reported for financial reporting purposes principally due to differences for United States Federal tax purposes in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties. The following table reconciles our net income to REIT taxable income for the years ended December 31, 2004, 2003 and 2002 (in thousands):


	2004			2003			2002

Net income	$	263,497		$	158,857		$	169,046
Elimination of earnings from taxable REIT subsidiaries		21,291			4,897			9,725
Depreciation and amortization expense, not deductible for tax		(731	)		(888	)		(23,763	)
Gain on disposition of real estate property		171,477			136,211			62,146
Interest income, not currently taxable		(958	)		(997	)		(18,169	)
Depreciation timing differences on real estate		22,503			23,263			33,777
Dividends on officer stock, not deductible for tax		1,397			2,053			2,787
Provision for loan losses		3,493			467			6,107
Limited partner deficit allocations, not deductible for tax		14,381			10,791			24,551
Transaction and project costs, deductible for tax		9,013			4,030			10,525

REIT taxable income	$	505,363		$	338,684		$	276,732

For income tax purposes, dividends paid to holders of Common Stock primarily consist of ordinary income, return of capital, capital gains, qualified dividends and unrecaptured Sec. 1250 gains, or a combination thereof.

F-28

For the years ended December 31, 2004, 2003 and 2002, dividends paid per share were estimated to be taxable as follows:


	2004					2003					2002

	Amount		Percentage			Amount		Percentage			Amount		Percentage

Ordinary income	$	0.04		2	%	$	0.80		26	%	$	2.00		61	%
Return of capital		—		—			—		—			0.66		20	%
Capital gains		1.77		74	%		0.77		25	%		0.23		7	%
Qualified dividends		0.03		1	%		—		—			—		—
Unrecaptured Sec.1250 gain		0.56		23	%		1.49		49	%		0.39		12	%

	$	2.40		100	%	$	3.06		100	%	$	3.28		100	%


Note 11 —	Transactions Involving Minority Interest in Aimco Operating Partnership


	*Preferred OP Units*

Various classes of preferred OP Units of the Aimco Operating Partnership are outstanding. Depending on the terms of each class, these preferred OP Units are convertible into common OP Units or redeemable for Common Stock and are paid distributions varying from 8% to 9.5% per annum per unit, or equal to the dividends paid on Common Stock based on the conversion terms. As of December 31, 2004, a total of 3.3 million preferred OP Units were outstanding with a redemption value of $90.5 million, which were redeemable into approximately 2.5 million shares of Common Stock. As of December 31, 2003, a total of 3.3 million preferred OP Units were outstanding with a redemption value of $90.8 million, which were redeemable into approximately 2.5 million shares of Common Stock.

During the years ended December 31, 2004 and 2003, approximately 10,000 and 32,000 preferred OP Units were tendered for redemption in exchange for approximately 8,000 and 22,000 shares of Common Stock, respectively. During the years ended December 31, 2004 and 2003, there were none and approximately 13,000 preferred OP Units tendered for redemption in exchange for cash. Additionally, in July 2003, we repurchased all outstanding Class Nine Preferred Units for approximately $27 million (see Note 3 for further information).


	*Common OP Units*

We completed tender offers for limited partnership interests resulting in the issuance of approximately 82,000 and 23,000 common OP Units in 2004 and 2003, respectively. In addition, in December 2003, we issued 88,792 common OP Units valued at $3.5 million in connection with the acquisition of an individual property.

During the years ended December 31, 2004 and 2003, approximately 160,000 and 35,000 common OP Units, respectively, were redeemed in exchange for cash and approximately 735,000 and 338,000 common OP Units, respectively, were redeemed in exchange for shares of Common Stock.


	*High Performance Partnership Units*

As of December 31, 2004 and 2003, there were 2,379,084 Class I High Performance Partnership Units outstanding. Also outstanding were 4,398 Class V High Performance Partnership Units, or the Class V Units, for which the valuation period began on January 1, 2002 and ended on December 31, 2004, 5,000 Class VI High Performance Partnership Units, or the Class VI Units, for which the valuation period began on January 1, 2003 and will end on December 31, 2005 and 4,109 Class VII High Performance Partnership Units, or the Class VII Units, for which the valuation period began on January 1, 2004 and will end on December 31, 2006. At December 31, 2004, we did not meet the required measurement benchmarks for the Class V Units, Class VI Units or Class VII Units and therefore, we have not recorded any value to such High Performance Partnership Units in the consolidated financial statements as of December 31, 2004 and such High Performance Partnership Units have no dilutive effect.

F-29


Note 12 —	Registration Statements

On March 26, 2004, we filed a shelf registration statement with the Securities and Exchange Commission, or the SEC, with respect to an aggregate of $1.05 billion of our debt and equity securities (of which approximately $50 million was carried over from the 2001 shelf registration statement) and $500.0 million of debt securities of the Aimco Operating Partnership (all of which was carried forward from the 2001 shelf registration statement). On April 5, 2004, the SEC declared the 2004 shelf registration statement effective. Under this 2004 shelf registration statement, we have approximately $876.6 million of debt and equity securities, and the Aimco Operating Partnership has $500.0 million of debt securities, available for sale as of December 31, 2004.


Note 13 —	Stockholders’ Equity


	*Preferred Stock*

At December 31, 2004 and 2003, we had the following classes of preferred stock outstanding classified as equity:


							Balance
					Annual Dividend
	Redemption		Conversion		Rate Per Share		2004		2003
Perpetual:	Date(1)		Price		(paid quarterly)		(in thousands)		(in thousands)

Class D Cumulative Preferred Stock, $.01 par value, 4,200,000 shares authorized, 1,250,002 and 2,700,002 shares issued and outstanding(2)		02/19/2003		—		8.75%	$	31,250	$	67,500
Class G Cumulative Preferred Stock, $.01 par value, 4,050,000 shares authorized, 4,050,000 shares issued and outstanding		07/15/2008		—		9.375%		101,000		101,000
Class Q Cumulative Preferred Stock, $.01 par value, 2,530,000 shares authorized, 2,530,000 shares issued and outstanding		03/19/2006		—		10.10%		63,250		63,250
Class R Cumulative Preferred Stock, $.01 par value, 6,940,000 shares authorized, 6,940,000 shares issued and outstanding		07/20/2006		—		10.00%		173,500		173,500
Class T Cumulative Preferred Stock, $.01 par value, 6,000,000 shares authorized, 6,000,000 shares issued and outstanding		07/31/2008		—		8.00%		150,000		150,000
Class U Cumulative Preferred Stock, $.01 par value, 8,000,000 shares authorized, 8,000,000 and zero shares issued and outstanding(3)		03/24/2009		—		7.75%		200,000		—
Class V Cumulative Preferred Stock, $.01 par value, 3,450,000 shares authorized, 3,450,000 and zero shares issued and outstanding(4)		09/29/2009		—		8.00%		86,250		—
Class Y Cumulative Preferred Stock, $.01 par value, 3,450,000 shares authorized, 3,450,000 and zero shares issued and outstanding(5)		12/21/2009		—		7.875%		86,250		—

								891,500		555,250

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							Balance
					Annual Dividend
	Redemption		Conversion		Rate Per Share		2004		2003
Convertible(6):	Date(1)		Price		(paid quarterly)		(in thousands)		(in thousands)

Class N Convertible Cumulative Preferred Stock, $.01 par value, 4,000,000 shares authorized, zero and 4,000,000 shares issued and outstanding(7)		09/12/2003	$	52.50		9.00%		—		100,000
Class O Cumulative Convertible Preferred Stock, $.01 par value, 1,904,762 shares authorized, zero and 1,904,762 shares issued and outstanding(8)		09/15/2003	$	52.50		9.00%		—		100,000
Class P Convertible Cumulative Preferred Stock, $.01 par value, 4,000,000 shares authorized, zero and 3,999,662 shares issued and outstanding(9)		03/26/2004	$	56.00		9.00%		—		99,992
Class W Cumulative Convertible Preferred Stock, $.01 par value, 1,904,762 shares authorized, 1,904,762 and zero shares issued and outstanding(8)		09/30/2007	$	52.50		8.10%		100,000		—
Class X Cumulative Convertible Preferred Stock, $.01 par value, 2,000,000 shares authorized, 2,000,000 and zero shares issued and outstanding(10)		03/31/2006	$	52.50		8.50%		50,000		—

								150,000		299,992

Total							$	1,041,500	$	855,242


	(1)	All classes of preferred stock are redeemable, at our option, on and after the dates specified.

	(2)	On August 18, 2003, we redeemed 1,499,998 shares of Class D Cumulative Preferred Stock, par value $0.01 per share, or the Class D Preferred Stock, at a redemption price of $25 per share, or $37.5 million, plus an amount equal to accumulated and unpaid dividends through August 18, 2003, for a total of $25.2066 per share. On November 5, 2004, we redeemed 1,450,000 shares of the Class D Preferred Stock at a redemption price of $25 per share, or $36.25 million, plus an amount equal to accumulated and unpaid dividends through November 5, 2004, for a total of $25.1276 per share.

	(3)	On March 24, 2004, we sold 8,000,000 shares of Class U Cumulative Preferred Stock, par value $0.01 per share, or the Class U Preferred Stock, in a registered public offering. We used the net proceeds of approximately $193.2 million to redeem a portion of Class S Preferred Stock and the remainder to pay down the revolving credit facility that we later used to redeem Class P Convertible Cumulative Preferred Stock.

	(4)	On September 29, 2004, we sold 3,450,000 shares of Class V Cumulative Preferred Stock, par value $0.01 per share, or the Class V Preferred Stock, in a registered public offering. We used the net proceeds of approximately $83.2 million to redeem 2,000,000 shares of Class N Convertible Cumulative Preferred Stock, or the Class N Preferred Stock, and the remainder to pay down the revolving credit facility that we later used to redeem 1,450,000 shares of the Class D Preferred Stock (discussed above).

	(5)	On December 21, 2004, we sold 3,450,000 shares of Class Y Cumulative Preferred Stock, par value $0.01 per share, or the Class Y Preferred Stock, in a registered public offering. We used the net proceeds of approximately $83.5 million to pay down the revolving credit facility, with the intention of redeeming the remaining 1,250,000 shares of the Class D Preferred Stock and the $15 million of outstanding TOPRS (see Note 22).

F-31


	(6)	The articles supplementary set forth the relative rights and preferences of each class of securities and as shown above, the dividend rate on each class of convertible securities is the rate specified in the articles supplementary for each class. Such rate can be increased to the rate of the dividends paid on the number of shares of Common Stock into which a share of such preferred security is convertible. The initial conversion price of each class was in excess of the fair market value of a share of Common Stock on the respective dates on which the purchasers of each class agreed to purchase such securities.

	(7)	On September 30, 2004, we completed a partial redemption for cash of 2,000,000 outstanding shares of the Class N Preferred Stock for a total redemption price of $25.68125 per share, which included a redemption price of $25 per share, $0.18125 per share of accumulated and unpaid dividends through October 29, 2004, and a 2%, or $0.50 per share, redemption premium. Additionally, on September 30, 2004, we issued 2,000,000 shares of Class X Cumulative Convertible Preferred Stock, par value $0.01 per share, or the Class X Preferred Stock, in exchange for 2,000,000 shares of the Class N Preferred Stock in a private transaction. See additional discussion below on the Class X Preferred Stock. The conversion ratio for the Class N Preferred Stock is 0.4762.

	(8)	On September 30, 2004, we issued 1,904,762 shares of Class W Cumulative Convertible Preferred Stock, par value $0.01 per share, or the Class W Preferred Stock, in exchange for all 1,904,762 shares of Class O Cumulative Convertible Preferred Stock, or the Class O Preferred Stock, in a private transaction. Each share of the Class W Preferred Stock is redeemable at our option beginning September 30, 2007 for cash at a price per share equal to 102% of the liquidation preference, plus all accrued and unpaid dividends, if any, to the date fixed for redemption. The conversion ratio for the Class O Preferred Stock and the Class W Preferred Stock is 1.0. Accordingly, upon a conversion of all outstanding shares of Class W Preferred Stock, 1,904,762 shares of Common Stock would be issued.

	(9)	On April 21, 2004, we redeemed for cash all 3,999,662 outstanding shares of Class P Convertible Cumulative Preferred Stock, or the Class P Preferred Stock, for a total redemption price of $25.0375 per share, which included a redemption price of $25 per share, and $0.0375 per share of accumulated and unpaid dividends through April 20, 2004. The conversion ratio for the Class P Preferred Stock is 0.4464.

(10)

On September 30, 2004, we issued 2,000,000 shares of the Class X Preferred Stock, in exchange for 2,000,000 shares of the Class N Preferred Stock in a private transaction. Beginning on April 1, 2006, holders of the Class X Preferred Stock are entitled to receive an amount per share equal to the greater of (i) $2.25 per year (equivalent to 9.0% of the liquidation preference), or (ii) the cash dividends payable on the number of shares of Common Stock into which a share of the Class X Preferred Stock is convertible. Each share of the Class X Preferred Stock is redeemable at our option beginning March 31, 2006 for cash in the amount of $25 per share, plus all accrued and unpaid dividends, if any, to the date fixed for redemption. Under certain circumstances prior to March 31, 2006, the Class X Preferred Stock may be redeemed at 102% of the liquidation preference. The conversion ratio for the Class X Preferred Stock is 0.4762. Accordingly, upon a conversion of all outstanding shares of Class X Preferred Stock, 952,400 shares of Common Stock would be issued.

All classes of preferred stock are pari passu with each other and are senior to Common Stock. The holders of each class of preferred stock are generally not entitled to vote on matters submitted to stockholders. Dividends on all shares of preferred stock are subject to declaration by our Board of Directors. All of the above outstanding classes of preferred stock have a liquidation preference per share of $25, with the exception of the Class O Preferred Stock and the Class W Preferred Stock, which both have a liquidation preference per share of $52.50.

On July 31, 2003, the SEC clarified Emerging Issues Task Force, Topic No. D-42, The Effect on the Calculation of Earnings Per Share for the Redemption or Induced Conversion of Preferred Stock, or Topic D-42, which provides that any excess of (a) the fair value of the consideration transferred to the holders of preferred stock redeemed over (b) the carrying amount of the preferred stock should be subtracted from net earnings to determine net earnings available to common stockholders in the calculation of earnings per share. The SEC interpreted Topic D-42 to require that the issuance costs of the preferred securities reduce the carrying amount of the preferred securities, regardless of where in the stockholders’ equity section those costs were initially classified on issuance. Under the clarification, these issuance costs must be treated like a preferred dividend and deducted from net income to arrive at net income attributable to common stockholders. The July 2003 clarification of Topic

F-32

D-42 was effective for us for the quarter ended September 30, 2003. The partial redemption of the Class D Preferred Stock, the redemption of the Class P Preferred Stock, and the exchanges of the Class N Preferred Stock and the Class O Preferred Stock during the year ended December 31, 2004, resulted in $3.5 million of redemption related preferred stock issuance costs and a $1.0 million redemption premium being deducted from net income to arrive at net income attributable to common stockholders and thereby reduced by $0.05 our earnings per basic and diluted common share for the year ended December 31, 2004. During 2003, the partial redemption of the Class D Preferred Stock and the redemptions of the Class C Cumulative Preferred Stock, the Class H Cumulative Preferred Stock, the Class L Convertible Cumulative Preferred Stock and the Class M Convertible Cumulative Preferred Stock resulted in $7.7 million of redemption related preferred stock issuance costs being deducted from net income to arrive at net income attributable to common stockholders and thereby reduced by $0.08 our earnings per basic and diluted common share for the year ended December 31, 2003.

The dividends paid on each class of preferred stock classified as equity for the years ended December 31, 2004, 2003, and 2002 are as follows (in thousands, except per share data):


	2004					2003					2002

	Amount			Total		Amount			Total		Amount			Total
	Per			Amount		Per			Amount		Per			Amount
Class of Preferred Stock	Share(1)			Paid		Share(1)			Paid		Share(1)			Paid

Perpetual:
Class C	$	—		$	—	$	1.60	(6)	$	3,840	$	2.25		$	5,400
Class D		4.87	(2)		6,090		3.21	(7)		8,677		2.19			9,188
Class G		2.34			9,492		2.34			9,492		2.34			9,492
Class H		—			—		2.01	(6)		4,011		2.38			4,750
Class Q		2.53			6,388		2.53			6,389		2.53			6,388
Class R		2.50			17,350		2.50			17,350		2.32	(11)		16,101
Class S		—			—		0.23	(8)		908		—			—
Class T		2.00			12,000		0.42	(9)		2,501		—			—
Class U		1.08	(3)		8,655		—			—		—			—
Class V, Y(4)		—			—		—			—		—			—

					59,975					53,168					51,319

Convertible:
Class B		—			—		—			—		7.95	(12)		3,334
Class K		—			—		—			—		0.58	(12)		2,500
Class L		—			—		1.81	(6)		4,532		2.21	(13)		7,892
Class M		—			—		2.42	(10)		2,903		2.13			2,550
Class N		2.59	(5)		10,361		2.25			9,000		2.25			9,000
Class O		4.73	(5)		9,000		4.73			9,000		4.73			9,000
Class P		1.16	(5)		4,648		2.25			8,996		2.25			8,996
Class W, X(4)		—			—		—			—		—			—

					24,009					34,431					43,272

Total				$	83,984				$	87,599				$	94,591


	(1)	Amounts per share are calculated based on the number of preferred shares outstanding either at the end of each year or as of conversion or redemption date, as noted.

	(2)	Total amount paid includes dividends paid on 2.7 million shares of Class D Preferred Stock until November 5, 2004, when 1.5 million shares were redeemed for cash.

	(3)	For the period from the date of issuance to December 31, 2004.

F-33


	(4)	No dividends were paid during 2004 as preferred shares were issued during the third and fourth quarters of 2004.

	(5)	For the period from January 1, 2004 to the date of redemption. For Class N Preferred Stock, includes a 2%, or $0.50 redemption premium per share, on 2,000,000 shares.

	(6)	For the period from January 1, 2003 to the date of redemption.

	(7)	Total amount paid includes dividends paid on all 4.2 million shares of Class D Preferred Stock until August 18, 2003, when 1.5 million shares were redeemed for cash.

	(8)	For the period from the date of issuance to July 1, 2003 when SFAS 150 required the Class S Preferred Stock to be reclassified from equity to liabilities (see Note 7).

	(9)	For the period from the date of issuance to December 31, 2003.


(10)	For the period from January 1, 2003 to the date of redemption. Additionally, the amount per share includes a scheduled increase in the dividend from $2.13 per share to $2.31 per share starting after January 13, 2003 and a 2%, or $0.50 redemption premium per share.

(11)	For the period from the date of issuance to December 31, 2002.

(12)	For the period from January 1, 2002 to the date of conversion to Common Stock.

(13)	Total amount paid includes dividends paid on all 5.0 million shares of Class L Convertible Cumulative Preferred Stock until May 6, 2002, when 2.5 million shares were converted into Common Stock. Additionally, the amount per share includes a scheduled increase in the dividend from $2.03 per share to $2.50 per share starting after May 28, 2002.


	*Common Stock*

During 2004 and 2003, we issued approximately 45,000 shares and 50,000 shares, respectively, of Common Stock to certain officers at market prices. In exchange for the shares purchased, the officers executed notes payable totaling $1.5 million and $1.6 million, respectively. These notes, which are 25% recourse to the holder, have a 10-year maturity and bear interest either at a fixed rate of 6% annually or a floating rate based on the one-month LIBOR plus 3.85%, which is subject to an annual interest rate cap of typically 7.25%. Total payments on such notes from officers in 2004 and 2003 were $4.6 million and $10.5 million, respectively.

In addition, in 2004 and 2003, we issued approximately 532,000 and 235,000 restricted shares of Common Stock, respectively, to certain officers and employees. The restricted stock was recorded at the fair market value of the Common Stock on the date of issuance. These shares of restricted Common Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and are subject to a risk of forfeiture prior to the expiration of the applicable vesting period (typically ratably over a period of three or five years).

On February 18, 19 and 24, 2004, we purchased on the open market 30,000, 60,000 and 20,000 shares of Common Stock, respectively, at an average price per share of approximately $32.03, $32.17 and $31.26, respectively. Additionally, on February 24, 2004, we completed the purchase of 287,272 shares of Common Stock in a privately negotiated transaction at a price of $31.60 per share. There were no shares repurchased during the year ended December 31, 2003, however, we accepted approximately 532,000 shares of Common Stock as payment in full of an obligation pursuant to the terms of the settlement agreement associated with the REAL Litigation (described in Note 5).


Note 14 —	Stock Option Plans and Stock Warrants

We adopted the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan, or the 1997 Plan, and the Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan, or the Non-Qualified Plan, to attract and retain officers, key employees and independent directors. The 1997 Plan provides for the granting of a maximum of 20,000,000 options to purchase Common Stock. The Non-Qualified Plan provides for the granting of a maximum of 500,000 options to purchase Common Stock. At December 31, 2004, there were approximately 5,000,000 shares available for issuance under these plans. The 1997 Plan allows for the grant of incentive and non-qualified stock options, and together with the Non-Qualified

F-34

Plan, which provides for the grant of non-qualified options only, are administered by the Compensation and Human Resources Committee of the Board of Directors. In the case of incentive stock options, the exercise price of the options granted may not be less than the fair market value of the common stock at the date of grant. The term of the incentive and non-qualified options is ten years from the date of grant. The options typically vest over a period of one to five-years from the date of grant. Terms may be modified at the discretion of the Compensation and Human Resources Committee of the Board of Directors.

The 1997 Plan also authorizes grants of restricted stock awards as part of our equity compensation plan. For the years ended December 31, 2004, 2003 and 2002, we granted restricted stock awards of approximately 532,000, 235,000 and 80,000 shares, respectively, with weighted average fair values per share of $29.56, $38.09, and $43.65, respectively. Compensation costs related to these awards is being recognized over the applicable vesting period (typically ratably over a period of three or five years). Dividends paid on restricted stock awards (whether vested or unvested) are charged to distributions in excess of earnings. We evaluate quarterly the previously paid dividends on restricted stock awards that are forfeited to determine whether a reclassification between distributions in excess of earnings and compensation expense should be recorded. Dividends paid on restricted stock awards that were forfeited were immaterial for the years ended December 31, 2004, 2003 and 2002.

On December 2, 1997, Aimco issued warrants, which we refer to as the Oxford Warrants, exercisable to purchase up to an aggregate of 500,000 shares of Common Stock at $41 per share. The Oxford Warrants were issued to affiliates of Oxford Realty Financial Group, Inc., a Maryland corporation, or Oxford, in connection with the amendment of certain agreements pursuant to which we manage properties formerly controlled by Oxford or its affiliates. The Oxford Warrants were amended in connection with the acquisition of the Oxford entities in September 2000, are currently exercisable and expire on December 31, 2006.

The following table summarizes the option and warrant activity for the years ended December 31, 2004, 2003 and 2002 (in thousands, except price data):


	2004					2003					2002

				Weighted					Weighted					Weighted
	Options			Average		Options			Average		Options			Average
	and			Exercise		and			Exercise		and			Exercise
	Warrants			Price		Warrants			Price		Warrants			Price

Outstanding at beginning of year		10,607		$	39.59		9,269		$	40.13		8,323		$	38.71
Granted		1,219			32.19		1,757			36.37		2,070			43.79
Exercised		(69	)		29.11		(72	)		37.46		(1,054	)		36.05
Forfeited		(419	)		37.81		(347	)		37.67		(70	)		41.17

Outstanding at end of year		11,338		$	38.87		10,607		$	39.59		9,269		$	40.13
Exercisable at end of year		7,132		$	39.47		5,844		$	38.46		4,295		$	38.09
Weighted-average fair value of options granted during the year				$	2.24				$	2.26				$	3.52

F-35

As of December 31, 2004, outstanding and exercisable options and warrants have the following ranges of exercise prices and remaining weighted-average contractual lives (in thousands, except for price data):


		Range of Exercise Price

		$17.13 to $35.94		$36.35 to $39.94		$40.00 to $49.05		Total

Outstanding:
	Number of options and warrants		1,315		6,428		3,595		11,338
	Weighted average exercise price		$32.12		$37.21		$44.30		$38.87
	Weighted average remaining life		8.73 years		4.67 years		6.10 years		5.59 years
Exercisable:
	Number of options and warrants		72		4,893		2,167		7,132
	Weighted average exercise price		$30.08		$37.42		$44.40		$39.47
	Weighted average remaining life		2.05 years		3.66 years		5.51 years		4.21 years


Note 15 —	Discontinued Operations and Assets Held for Sale

In accordance with SFAS 144 we report as discontinued operations real estate assets that meet the definition of a component of an entity and have been sold or meet the criteria to be classified as held for sale under SFAS 144. We included all results of these discontinued operations, less applicable income taxes, in a separate component of income on the consolidated statements of income under the heading “discontinued operations.” This treatment resulted in certain reclassifications of 2003 and 2002 financial statement amounts.

At December 31, 2004, we had 14 properties with an aggregate of 2,270 units classified as held for sale. For the years ended December 31, 2004, 2003 and 2002, discontinued operations includes the results of operations of these properties. During the year ended December 31, 2004, we sold 54 properties with an aggregate of 12,248 units. For the years ended December 31, 2004, 2003, and 2002, discontinued operations includes the results of operations of these 54 properties for periods prior to the date of sale. During 2003, we sold 72 properties with an aggregate of 18,291 units. For the years ended December 31, 2003 and 2002, discontinued operations includes the results of operations of these 72 properties for periods prior to the date of sale. During 2002, we sold 42 properties with an aggregate of 8,547 units. For the year ended December 31, 2002, discontinued operations includes the results of operations of these 42 properties for periods prior to the date of sale.

F-36

The following is a summary of the components of income from discontinued operations for the years ended December 31, 2004, 2003, and 2002 (dollars in thousands):


	2004			2003			2002

Rental and other property revenues	$	89,080		$	196,204		$	272,811
Property operating expense		(44,305	)		(88,099	)		(112,777	)
Depreciation and amortization		(13,883	)		(41,607	)		(54,897	)
Other (expenses) income, net		(1,217	)		(497	)		(331	)

Operating income		29,675			66,001			104,806
Interest income		153			304			1,426
Interest expense		(22,821	)		(48,729	)		(68,597	)
Minority interest in consolidated real estate partnerships		(445	)		(2,203	)		(2,019	)

Income before gain (loss) on dispositions of real estate, impairment losses, deficit distributions to minority partners, income tax and minority interest in Aimco Operating Partnership		6,562			15,373			35,616
Gain (loss) on dispositions of real estate, net of minority partners’ interest		249,944			101,849			(6,021	)
Impairment losses on real estate assets sold or held for sale		(7,289	)		(8,991	)		(2,937	)
Recovery of deficit distributions (deficit distributions) to minority partners, net		3,863			10,686			(765	)
Income tax arising from disposals		(16,015	)		(12,134	)		(2,507	)
Minority interest in Aimco Operating Partnership		(25,307	)		(12,074	)		(2,946	)

Income from discontinued operations	$	211,758		$	94,709		$	20,440

We are currently marketing for sale certain real estate properties that are inconsistent with our long-term investment strategy. We expect that all properties classified as held for sale will sell within one year from the date classified as held for sale. Assets classified as held for sale of $53.3 million at December 31, 2004 include real estate net book value of $51.9 million and restricted cash and other assets of $1.4 million. Liabilities related to assets classified as held for sale of $50.8 million at December 31, 2004 include mortgage debt of $50.2 million. Assets classified as held for sale of $691.3 million at December 31, 2003 include real estate net book value of $667.7 million, represented by 68 properties with 14,518 units that were classified as assets held for sale during 2003 and 2004. Liabilities related to assets classified as held for sale of $515.6 million at December 31, 2003 include mortgage debt of $506.9 million. The estimated proceeds, less anticipated costs to sell, for certain of these assets were less than the related net book value, and therefore we recorded impairment losses of $7.3 million, $9.0 million and $2.9 million for the years ended December 31, 2004, 2003 and 2002, respectively. We are also marketing for sale certain other properties that do not meet all of the criteria under SFAS 144 to be classified as held for sale.

F-37


Note 16 —	Earnings per Share

We calculate earnings per share based on the weighted average number of shares of Common Stock, common stock equivalents and dilutive convertible securities outstanding during the period. The following table illustrates the calculation of basic and diluted earnings per share for the years ended December 31, 2004, 2003 and 2002 (in thousands, except per share data):


		2004			2003			2002

Numerator:
Income from continuing operations		$	55,696		$	64,148		$	148,606
Less net income attributable to preferred stockholders			(88,804	)		(93,565	)		(93,558	)

Numerator for basic and diluted earnings per share — Income (loss) from continuing operations		$	(33,108	)	$	(29,417	)	$	55,048

Income from discontinued operations		$	211,758		$	94,709		$	20,440

Cumulative effect of change in accounting principle		$	(3,957	)	$	—			—

Net income		$	263,497		$	158,857		$	169,046
Less net income attributable to preferred stockholders			(88,804	)		(93,565	)		(93,558	)

Numerator for basic and diluted earnings per share — Net income attributable to common stockholders		$	174,693		$	65,292		$	75,488

Denominator:
Denominator for basic earnings per share — weighted average number of shares of Common Stock outstanding			93,118			92,850			85,698
Effect of dilutive securities:
Dilutive potential common shares			—			—			1,075

Denominator for diluted earnings per share			93,118			92,850			86,773

Earnings (loss) per common share:
Basic earnings (loss) per common share:
	Income (loss) from continuing operations (net of income attributable to preferred stockholders)	$	(0.36	)	$	(0.32	)	$	0.64
	Income from discontinued operations		2.28			1.02			0.24
	Cumulative effect of change in accounting principle		(0.04	)		—			—

	Net income attributable to common stockholders	$	1.88		$	0.70		$	0.88

Diluted earnings (loss) per common share:
	Income (loss) from continuing operations (net of income attributable to preferred stockholders)	$	(0.36	)	$	(0.32	)	$	0.63
	Income from discontinued operations		2.28			1.02			0.24
	Cumulative effect of change in accounting principle		(0.04	)		—			—

	Net income attributable to common stockholders	$	1.88		$	0.70		$	0.87

The Class W Preferred Stock and the Class X Preferred Stock are convertible into Common Stock (see Note 13). The Class D Preferred Stock, the Class G Cumulative Preferred Stock, the Class Q Cumulative Preferred Stock, the Class R Cumulative Preferred Stock, the Class T Cumulative Preferred Stock, the Class U Preferred Stock, the Class V Preferred Stock and the Class Y Preferred Stock are not convertible. All of our convertible preferred stock is anti-dilutive on an “as converted” basis, therefore, we deduct all of the dividends payable on the convertible preferred stock to arrive at the numerator and no additional shares are included in the denominator when calculating basic and diluted earnings per common share. We have excluded from diluted

F-38

earnings per share the common share equivalents related to approximately 12.4 million, 11.8 million and 3.6 million of vested and unvested stock options, shares issued for non-recourse notes receivable, and restricted stock awards for the years ended December 31, 2004, 2003 and 2002, respectively, because their effect would be anti-dilutive. For purposes of calculating diluted earnings per share in accordance with Statement of Financial Accounting Standards No. 128, Earnings per Share, we treat the dilutive impact of the unvested portion of restricted shares as common stock equivalents.


Note 17 —	Unaudited Summarized Consolidated Quarterly Information and Significant Adjustments

Summarized unaudited consolidated quarterly information for 2004 and 2003 is provided below (amounts in thousands, except per share amounts).


		Quarter(1)

Year Ended December 31, 2004		First			Second			Third			Fourth

Rental and other property revenues		$	334,247		$	341,588		$	358,273		$	367,545
Property operating expenses			(155,149	)		(159,679	)		(175,511	)		(178,468	)
Operating income			87,491			87,612			84,172			69,483
Income from continuing operations			3,084			2,794			26,630			23,188
Income from discontinued operations			14,901			11,192			136,578			49,087
Income before cumulative effect of change in accounting principle			17,985			13,986			163,208			72,275
Cumulative effect of change in accounting principle			(3,957	)		—			—			—
Net income			14,028			13,986			163,208			72,275
Earnings (loss) per common share — basic:
Income (loss) from continuing operations (net of income attributable to preferred stockholders)		$	(0.18	)	$	(0.20	)	$	0.02		$	0.01
	Net income (loss) attributable to common stockholders	$	(0.06	)	$	(0.08	)	$	1.49		$	0.53
Earnings (loss) per common share — diluted:
Income (loss) from continuing operations (net of income attributable to preferred stockholders)		$	(0.18	)	$	(0.20	)	$	0.02		$	0.01
	Net income (loss) attributable to common stockholders	$	(0.06	)	$	(0.08	)	$	1.48		$	0.53
Weighted average common shares outstanding			92,811			93,065			93,247			93,347
Weighted average common shares and common share equivalents outstanding			92,811			93,065			93,394			93,678


		Quarter(1)

Year Ended December 31, 2003		First			Second			Third			Fourth

Rental and other property revenues		$	327,141		$	334,780		$	339,401		$	335,193
Property operating expenses			(142,447	)		(143,548	)		(152,931	)		(146,259	)
Operating income			109,666			112,292			105,407			91,654
Income from continuing operations			21,291			23,596			11,293			7,968
Income from discontinued operations			532			35,634			29,342			29,201
Net income			21,823			59,230			40,635			37,169
Earnings (loss) per common share — basic:
Income (loss) from continuing operations (net of income attributable to preferred stockholders)		$	(0.01	)	$	(0.01	)	$	(0.17	)	$	(0.12	)
	Net income attributable to common stockholders	$	0.00		$	0.37		$	0.15		$	0.19
Earnings (loss) per common share — diluted:
Income (loss) from continuing operations (net of income attributable to preferred stockholders)		$	(0.01	)	$	(0.01	)	$	(0.17	)	$	(0.12	)
	Net income attributable to common stockholders	$	0.00		$	0.37		$	0.15		$	0.19
Weighted average common shares outstanding			92,692			92,747			92,839			93,122
Weighted average common shares and common share equivalents outstanding			92,692			92,747			92,839			93,122

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(1)	Certain reclassifications have been made to 2004 and 2003 quarterly amounts to conform to the full year 2004 presentation, including certain intercompany eliminations, as well as the treatment of discontinued operations.

During the quarter ended March 31, 2003, we reversed a valuation reserve against certain deferred tax assets related to future deductions and tax loss carryforwards of NHP Management Company that increased our net income by approximately $7.1 million and our basic and diluted earnings per share by $0.08 for the year ended December 31, 2003. See Note 10 for further details.

Note 18 — Business Segments

We have two reportable segments: real estate (owning and operating apartments) and investment management business (providing property management and other services relating to the apartment business to third parties and affiliates). We own and operate properties throughout the United States and Puerto Rico that generate rental and other property related income through the leasing of apartment units to a diverse base of residents. We separately evaluate the performance of each of our properties. However, because each of our properties has similar economic characteristics, the properties have been aggregated into a single apartment communities, or real estate, segment. All real estate revenues are from external customers and no revenues are generated from transactions with other segments. No single resident or related group of residents contributed 10% or more of total revenues during the years ended December 31, 2004, 2003 or 2002.

Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, or SFAS 131, requires that segment disclosures present the measure(s) used by the chief operating decision maker for purposes of assessing such segments’ performance. Our chief operating decision maker is comprised of several members of our executive management team who use several generally accepted industry financial measures to assess the performance of the business including net operating income, free cash flow, funds from operations, and adjusted funds from operations. In 2004, the chief operating decision maker emphasized net operating income as a key measurement of segment profit or loss. Accordingly, below we disclose net operating income for each of our segments. Net operating income is defined as segment revenues (after the elimination of intersegment revenues) less direct segment operating expenses. In 2003, we reported free cash flow as the primary basis for measurement of segment profit or loss. Certain reclassifications have been made to 2003 and 2002 amounts to conform to the 2004 presentation. These reclassifications primarily represent presentation changes related to discontinued operations resulting from the requirements of SFAS 144 and intercompany eliminations.

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The following table presents revenues and net operating income for the years ended December 31, 2004, 2003 and 2002, from these segments, and reconciles net operating income of reportable segments to operating income as reported (in thousands):


			For the Years Ended December 31,

			2004			2003			2002

Revenues:
	Real estate segment		$	1,401,653		$	1,336,515		$	1,188,747
	Investment management segment:
		Gross revenues		144,304			141,942			119,331
		Elimination of intersegment revenues		(77,042	)		(83,752	)		(41,159	)

		Net revenues after elimination		67,262			58,190			78,172

Total revenues of reportable segments			$	1,468,915		$	1,394,705		$	1,266,919

Net operating income:
	Real estate segment		$	732,846		$	751,330		$	723,429
	Investment management segment			46,261			41,717			61,085

Total net operating income of reportable segments				779,107			793,047			784,514
Reconciliation of net operating income of reportable segments to operating income:
	Depreciation and amortization			(368,844	)		(331,609	)		(268,085	)
	General and administrative expenses			(78,093	)		(48,670	)		(49,068	)
	Other (expenses) income, net			(3,412	)		6,251			(2,035	)

Operating income			$	328,758		$	419,019		$	465,326


	December 31,		December 31,
	2004		2003

	(In thousands)
ASSETS:
Total assets for reportable segments(1)	$	9,715,629	$	9,701,095
Corporate and other assets		356,612		386,299

Total consolidated assets	$	10,072,241	$	10,087,394


(1)	Total assets for reportable segments include assets associated with both the real estate and investment management business segments.

Our capital expenditures primarily relate to the real estate segment and totaled $301.9 million, $245.5 million and $270.1 million for the years ended December 31, 2004, 2003 and 2002, respectively.

Note 19 — Transactions with Affiliates

We earn revenue from unconsolidated real estate partnerships in which we are the general partner and have a 23% average ownership interest and earn fees from consolidated real estate partnerships. These revenues and fees include property management services, partnership and asset management services, risk management services and transactional services such as syndication and acquisition, development, refinancing, construction supervisory and disposition. In addition, we are reimbursed for our costs in connection with the management of the unconsolidated real estate partnerships. Fees earned for these services and reimbursement of costs from our unconsolidated real estate partnerships for the years ended December 31, 2004, 2003 and 2002 were $89.6 million, $93.1 million and $104.6 million, respectively, and were recorded within various captions on our consolidated statements of income. The total accounts receivable due from affiliates was $39.2 million, net of

F-41

allowance for doubtful accounts of $4.4 million, at December 31, 2004, and $55.0 million, net of allowance for doubtful accounts of $3.0 million, at December 31, 2003.

Additionally, we earn interest income on notes from unconsolidated and consolidated real estate partnerships, in which we are the general partner and hold either par value or discounted notes. Interest income earned on par value notes from unconsolidated real estate partnerships totaled $16.8 million, $14.3 million, and $26.6 million for the years ended December 31, 2004, 2003 and 2002, respectively. Accretion income earned on discounted notes from unconsolidated real estate partnerships totaled $6.2 million, $2.7 million, and $36.8 million for the years ended December 31, 2004, 2003 and 2002, respectively. See Note 5 for additional information on notes receivable from unconsolidated real estate partnerships.

In the consolidated balance sheets, we eliminate the accounts receivable and notes receivable from affiliates due from consolidated real estate partnerships. We eliminate in the consolidated statements of income the income from services and interest income earned on notes from consolidated real estate partnerships. We eliminate in the consolidated statements of income to the extent of our ownership any intercompany profits on income earned from unconsolidated real estate partnerships.

Note 20 — Employee Benefit Plans

We provide a 401(k) defined-contribution employee savings plan. Effective January 1, 2004, employees who have completed 30 days of service are eligible to participate. Effective January 1, 2004, our matching contributions are made in the following manner: (1) a 100% match on the first 3% of the participant’s contribution; (2) a 50% match on the next 2% of the participant’s contribution. Previously we matched 50% to 100% of the participant’s contributions to the plan up to a maximum of 6% of the participant’s contribution and our match percentage was based on employee tenure. Our expense incurred totaled approximately $3.2 million, $2.4 million and $2.6 million in 2004, 2003 and 2002, respectively.


Note 21 —	Recent Accounting Developments


	*Statement of Financial Accounting Standards No. 123 (revised 2004)*

In December 2004, the FASB issued SFAS 123R, which supersedes the existing SFAS 123, which we adopted in 2003 using the prospective method of transition as described therein. SFAS 123R requires all share-based employee compensation, including grants of employee stock options, to be recognized in the financial statements based on fair value and requires, at a minimum, a modified prospective application method of adoption. Under this method, the provisions of SFAS 123R will be applied prospectively to new and modified awards granted on or after the required effective date. In addition, compensation expense is required to be recognized over the remaining vesting period for the unvested portion of outstanding awards granted prior to the effective date. The measurement and recognition provisions of SFAS 123R that apply to our stock option plans are similar to those currently being followed by us for awards granted on or after January 1, 2003. The primary change in expense recognition requirements, which also applies to our unvested restricted stock awards, relates to the treatment of forfeitures. Under SFAS 123R, expected forfeitures are required to be estimated in determining periodic compensation expense, whereas we currently recognize forfeitures as they occur. Upon adoption of SFAS 123R, we will estimate forfeitures of unvested awards of stock options and restricted stock and record a cumulative effect of a change in accounting principle to reflect the compensation expense that would not have been recognized in prior periods had forfeitures been estimated prior to the date of adoption. We are required to adopt SFAS 123R as of July 1, 2005, although early adoption is permitted. Upon adoption, our periodic compensation expense will increase due to the recognition of expense for stock options granted prior to January 1, 2003, for which no expense is currently being recognized. Based on preliminary estimates of such additional compensation expense, we do not anticipate that the adoption of SFAS 123R will have a material impact on our financial condition or results of operations.


	*Statement of Financial Accounting Standards No. 153*

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153, Exchanges of Nonmonetary Assets — an amendment of APB Opinion No. 29, or SFAS 153. The guidance in APB Opinion

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No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. This guidance, however, included certain exceptions to that principle. SFAS 153 amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for fiscal periods beginning after June 15, 2005. We do not anticipate that the adoption of SFAS 153 will have a material impact on our financial condition or results of operations.


	*Statement of Position 03-3*

In December 2003, the American Institute of Certified Public Accountants issued Statement of Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer, or SOP 03-3. SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. SOP 03-3 limits the yield that may be accreted to the excess of the investor’s estimate of undiscounted expected principal, interest, and other cash flows over the investor’s initial investment in the loan. This SOP requires that the excess of contractual cash flows over cash flows expected to be collected not be recognized as an adjustment of yield, loss accrual, or valuation allowance. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through adjustment of the loan’s yield over its remaining life. Decreases in cash flows expected to be collected are required to be recognized as an impairment. SOP 03-3 is effective for loans acquired in fiscal years beginning after December 15, 2004. SOP 03-3 also is required to be applied prospectively to decreases in cash flows expected to be collected that relate to loans previously acquired at a discount. We do not anticipate that the adoption of SOP 03-3 will have a material impact on our financial condition or results of operations.


	*Emerging Issues Task Force No. 03-16*

In March 2004, the Financial Accounting Standards Board ratified the consensus reached by the Emerging Issues Task Force on Issue No. 03-16, EITF 03-16, regarding accounting for investments in limited liability companies. The Task Force reached a consensus that an investment in an LLC that maintains a “specific ownership account” for each investor — similar to a partnership capital account structure — should be viewed as similar to an investment in a limited partnership for purposes of determining whether a noncontrolling investment in an LLC should be accounted for using the cost method or the equity method. EITF 03-16 is effective for reporting periods beginning after June 15, 2004. We do not anticipate that the adoption of EITF No. 03-16 will have a material impact on our financial condition or results of operations.

Note 22 — Subsequent Events


	*Dividend Declared*

On January 28, 2005, our Board of Directors declared a quarterly cash dividend of $0.60 per common share for the quarter ended December 31, 2004, that was paid on February 28, 2005, to stockholders of record on February 18, 2005.


	*Redemption of TOPRS*

On January 11, 2005, we redeemed for cash all outstanding TOPRS (see Note 7) for a total redemption price of $50 per security, or $15.0 million, plus any accrued and unpaid distributions through the redemption date.


	*Redemption of Class D Preferred Stock*

On January 21, 2005, we redeemed for cash the remaining 1.25 million shares outstanding of the Class D Preferred Stock for a total redemption price of $25.0425 per share, which included a redemption price of $25 per share, and $0.0425 per share of accumulated and unpaid dividends through January 21, 2005.

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	*Acquisition of Palazzo East at Park La Brea*

On February 28, 2005, we completed the acquisition of Palazzo East at Park La Brea, a mid-rise apartment community with 610 units, for approximately $199.3 million. Palazzo East at Park La Brea is the third of three phases to be completed as part of the Park La Brea development. In connection with the Casden Transactions, we agreed to purchase all three phases of the Park La Brea development upon completion and attainment of 60% occupancy (see Note 9). For Palazzo East at Park La Brea, we paid approximately $86.8 million in cash and were required to repay existing mortgage indebtedness of approximately $113.0 million. The repayment of existing mortgage indebtedness was funded through a variable rate property note of $112.5 million.

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2004

(In Thousands Except Unit Data)


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

100 Forest Place		High Rise	Dec-97		Oak Park, IL		1987		234	$	2,664	$	18,815	$	1,808	$	2,664	$	20,624	$	23,287	$	(5,148	)	$	18,139	$	13,854
173 E. 90th		High Rise	May-04		New York, NY		1910		72		12,046		4,535		2		12,046		4,537		16,583		(101	)		16,482		10,039
236 — 238 East 88th Street		High Rise	Jan-04		New York, NY		1900		47		8,738		2,914		174		8,738		3,087		11,825		(81	)		11,744		7,497
306 East 89th Street		High Rise	Jul-04		New York, NY		1930		20		2,564		940		26		2,564		966		3,531		(15	)		3,516		—
311 & 313 East 73rd Street		Mid-Rise	Mar-03		New York, NY		1904		34		5,322		1,459		276		5,322		1,735		7,056		(134	)		6,922		3,009
452 East 78th Street		High Rise	Jan-04		New York, NY		1900		13		1,957		608		7		1,957		615		2,572		(17	)		2,555		1,744
510 East 88th Street		High Rise	Jan-04		New York, NY		1900		20		3,137		1,002		72		3,137		1,074		4,211		(32	)		4,180		2,870
6111 At Ridgeway Crossing		Garden	Dec-97		Memphis, TN		1984		584		1,750		10,479		5,819		1,750		16,298		18,048		(5,993	)		12,055		8,176
Abington I		Garden	Jul-02		Indianapolis, IN		1979		108		726		3,037		617		726		3,655		4,381		(625	)		3,756		2,132
Abington II		Garden	Oct-02		Indianapolis, IN		1980		220		1,357		6,274		512		1,357		6,786		8,143		(1,297	)		6,846		4,606
Alliance Towers		High Rise	Mar-02		Lombard, IL		1971		101		530		1,934		437		530		2,371		2,901		(254	)		2,647		2,296
Anchorage Apartments		Garden	Nov-96		League City, TX		1985		264		1,155		7,172		2,046		1,155		9,218		10,373		(2,256	)		8,117		3,941
Anthracite		High Rise	Mar-02		Pittston, PA		1981		121		670		2,524		141		670		2,666		3,336		(337	)		2,999		3,032
Apartment, The		Garden	Jul-00		Omaha, NE		1973		204		934		8,778		492		934		9,270		10,203		(3,909	)		6,295		4,235
Apple Creek (TX)		Garden	Jan-00		Temple, TX		1984		176		479		3,752		477		479		4,229		4,708		(1,224	)		3,484		1,403
Arbors		Garden	May-98		Deland, FL		1987		224		1,507		9,075		948		1,507		10,023		11,530		(3,006	)		8,524		7,605
Arbors (Grovetree), The		Garden	Oct-97		Tempe, AZ		1967		200		1,092		6,208		1,086		1,092		7,295		8,387		(2,195	)		6,192		3,094
Arbours of Hermitage, The		Garden	Jul-00		Hermitage, TN		1972		350		1,727		14,758		2,175		1,727		16,933		18,659		(6,800	)		11,859		5,650
Armitage Commons		Mid Rise	Mar-02		Chicago, IL		1983		104		1,070		4,292		624		1,070		4,916		5,986		(443	)		5,542		5,082
Arrowsmith		Garden	Mar-02		Corpus Christi, TX		1980		70		240		968		294		240		1,262		1,502		(170	)		1,332		1,413
Arvada House		High Rise	Nov-04		Arvada, CO		1977		88		965		3,314		—		965		3,314		4,279		(14	)		4,266		4,298
Ashford, The		Garden	Dec-95		Atlanta, GA		1968		221		2,771		8,366		23,034		2,771		31,399		34,170		(4,910	)		29,260		5,910
Ashland Manor		High Rise	Mar-02		East Moline, IL		1977		189		205		1,162		374		205		1,536		1,741		(186	)		1,556		1,416
Aspen Point		Garden	Dec-97		Arvada, CO		1972		120		353		3,807		3,472		353		7,280		7,633		(2,452	)		5,181		—
Aspen Station		Garden	Oct-01		Richmond, VA		1979		232		2,466		7,874		484		2,466		8,358		10,825		(2,478	)		8,347		6,917
Aspen Stratford B		High Rise	Oct-02		Newark, NJ		1920		60		358		2,887		384		358		3,271		3,629		(1,602	)		2,027		1,799
Aspen Stratford C		High Rise	Oct-02		Newark, NJ		1920		56		363		2,818		327		363		3,145		3,508		(1,533	)		1,975		1,588
Atriums of Plantation		Mid Rise	Aug-98		Plantation, FL		1980		210		1,806		10,385		1,041		1,806		11,426		13,233		(2,944	)		10,288		7,137
Autumn Run (IL)		Garden	Oct-02		Naperville, IL		1984		320		1,888		17,335		901		1,888		18,236		20,124		(6,832	)		13,291		12,038
Autumn Woods		Garden	Sep-00		Jackson, MI		1973		112		1,059		3,705		1,004		1,059		4,709		5,768		(1,146	)		4,622		2,858
Baisley Park Gardens		Mid Rise	Apr-02		Jamaica, NY		1982		212		1,765		12,309		1,374		1,765		13,683		15,448		(2,245	)		13,203		11,823
Baldwin Oaks		Mid Rise	Oct-99		Parsippany ,NJ		1980		251		746		8,516		795		746		9,311		10,057		(4,329	)		5,728		6,937
Bangor House		High Rise	Mar-02		Bangor, ME		1979		121		1,140		4,595		369		1,140		4,964		6,104		(311	)		5,793		3,188
Bank Lofts		High Rise	Apr-01		Denver, CO		1920		117		3,525		9,125		497		3,525		9,622		13,147		(1,531	)		11,615		7,671
Bannock Arms		Garden	Mar-02		Boise, ID		1978		66		275		1,102		134		275		1,236		1,511		(175	)		1,336		1,504
Barcelona		Garden	Oct-99		Houston ,TX		1963		127		772		4,264		1,047		772		5,310		6,082		(1,190	)		4,892		7,261
Bay Parc Plaza		High Rise	Sep-04		Miami, FL		2000		471		22,640		41,853		76		22,640		41,929		64,569		(381	)		64,188		48,181
Bay Ridge at Nashua		Garden	Jan-03		Nashua, NH		1984		412		3,187		39,809		398		3,187		40,206		43,393		(7,117	)		36,276		23,773
Bayberry Hill Estates		Garden	Aug-02		Framingham, MA		1971		424		18,915		35,945		2,256		18,915		38,201		57,116		(3,492	)		53,623		30,843
Bayhead Village		Garden	Oct-00		Indianapolis, IN		1978		202		1,434		5,139		1,041		1,434		6,179		7,613		(1,297	)		6,316		3,477
Baymeadows		Garden	Oct-99		Jacksonville, FL		1972		904		4,534		35,294		8,125		4,534		43,419		47,953		(14,040	)		33,913		24,510
Beacon Hill		High Rise	Mar-02		Hillsdale, MI		1980		198		1,380		5,524		975		1,380		6,498		7,878		(839	)		7,040		5,719
Beau Jardin		Garden	Apr-01		West Lafayette, IN		1968		252		5,460		5,291		1,520		5,460		6,811		12,271		(1,717	)		10,555		4,608
Bedford House		Mid Rise	Mar-02		Falmouth, KY		1979		48		230		919		104		230		1,023		1,253		(132	)		1,121		1,102

F-45


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Beech Lake		Garden	May-99		Durham, NC		1986		345		2,222		12,641		1,596		2,222		14,237		16,459		(3,824	)		12,634		10,559
Beech’s Farm		Garden	Oct-00		Columbia, MD		1983		135		3,873		3,447		956		3,873		4,403		8,277		(847	)		7,430		3,795
Belmont Place		Garden	Jul-00		Marietta, GA		1972		326		11,312		2,345		17,850		11,312		20,195		31,507		(225	)		31,282		—
Bent Oaks		Garden	May-98		Austin, TX		1978		146		1,096		6,423		694		1,096		7,116		8,212		(2,156	)		6,057		3,690
Bent Tree (NC)		Garden	Sep-00		Greensboro, NC		1986		244		2,637		9,790		1,203		2,637		10,993		13,630		(1,623	)		12,006		7,334
Bent Tree I		Garden	Oct-02		Indianapolis, IN		1983		240		1,879		6,430		414		1,879		6,844		8,723		(974	)		7,749		4,000
Bent Tree III — Verandas		Garden	Sep-00		Indianapolis, IN		1985		96		1,774		3,379		456		1,774		3,835		5,609		(563	)		5,046		2,950
Berger Apartments		Mid Rise	Mar-02		New Haven, CT		1981		145		1,152		4,657		609		1,152		5,265		6,417		(676	)		5,741		2,895
Berkeley Gardens		High Rise	Mar-02		Martinsburg, WV		1981		132		264		825		873		264		1,698		1,962		(301	)		1,660		1,024
Big Walnut		Garden	Apr-02		Columbus, OH		1968		251		583		9,721		890		583		10,611		11,194		(4,352	)		6,843		5,451
Biltmore Towers		High Rise	Mar-02		Dayton, OH		1980		230		1,630		6,411		7,390		1,630		13,801		15,431		(867	)		14,564		10,908
Bluffs (IN), The		Garden	Dec-98		Laffayette, IN		1982		181		979		5,556		1,261		979		6,817		7,796		(2,236	)		5,560		3,259
Boston Lofts		High Rise	Apr-01		Denver, CO		1890		158		3,446		20,884		698		3,446		21,581		25,028		(3,259	)		21,768		15,383
Boulder Creek		Garden	Jul-94		Boulder, CO		1972		221		755		7,730		15,807		755		23,537		24,292		(7,962	)		16,329		14,926
Boulevard Tower		High Rise	Mar-02		Bronx, NY		1967		332		1,992		7,960		2,988		1,992		10,948		12,940		(1,373	)		11,566		4,565
Braesview		Garden	May-98		San Antonio, TX		1982		396		3,135		17,813		2,041		3,135		19,855		22,990		(6,004	)		16,986		11,765
Brandywine		Garden	Jul-94		St. Petersburg, FL		1971		477		1,437		12,725		3,012		1,437		15,737		17,174		(9,298	)		7,876		8,927
Brant Rock Condominiums		Garden	Oct-97		Houston, TX		1984		84		337		1,976		773		337		2,748		3,085		(873	)		2,213		981
Breakers, The		Garden	Oct-98		Daytona Beach, FL		1985		208		1,008		5,507		1,660		1,008		7,167		8,175		(2,040	)		6,135		3,578
Brentwood Apartments		Garden	Nov-96		Lake Jackson, TX		1980		104		592		2,741		791		592		3,531		4,123		(1,138	)		2,986		1,384
Briarcliffe		Garden	Oct-00		Lansing, MI		1974		308		3,195		9,586		1,564		3,195		11,150		14,346		(2,278	)		12,067		6,314
Briarwest		Garden	Oct-99		Houston, TX		1970		380		2,467		13,868		1,626		2,467		15,494		17,961		(3,511	)		14,450		7,261
Briarwood		Garden	Oct-99		Houston, TX		1970		351		2,040		11,890		1,906		2,040		13,796		15,836		(3,015	)		12,821		7,261
Bridgewater Apartments, The		Garden	Nov-96		Tomball, TX		1978		206		969		5,976		2,152		969		8,128		9,097		(1,500	)		7,597		3,420
Brighton Crest		Garden	Jan-00		Marietta, GA		1987		320		2,090		13,241		1,594		2,090		14,835		16,925		(6,031	)		10,894		9,887
Brinton Manor		Garden	Sep-03		Pittsburgh, PA		1971		219		367		5,251		1,390		367		6,641		7,008		(2,086	)		4,922		1,594
Brinton Towers		High Rise	Sep-03		Pittsburgh, PA		1973		190		280		4,210		851		280		5,061		5,341		(2,770	)		2,571		2,582
Broadcast Center		Garden	Mar-02		Los Angeles, CA		1990		279		27,248		41,244		1,762		27,248		43,007		70,255		(3,513	)		66,742		34,000
Broadmoor Ridge		Garden	Dec-97		Colorado Springs, CO		1974		200		460		2,917		10,167		460		13,085		13,545		(1,902	)		11,643		8,040
Broadmoor, The		Garden	May-98		Austin, TX		1984		200		1,370		8,361		816		1,370		9,177		10,547		(2,475	)		8,072		6,000
Brook Run		Garden	May-98		Arlington Heights, IL		1985		182		2,245		12,936		1,236		2,245		14,172		16,417		(4,361	)		12,056		11,800
Brookdale Lakes		Garden	May-98		Naperville, IL		1990		200		2,709		15,346		1,127		2,709		16,473		19,182		(4,890	)		14,292		11,405
Brookview		Garden	Dec-97		Montgomery, AL		1975		64		86		1,545		424		86		1,969		2,054		(400	)		1,654		420
Brookwood Apartments (IN)		Garden	Apr-01		Indianapolis, IN		1967		476		4,631		11,022		2,681		4,631		13,704		18,335		(2,735	)		15,600		9,377
Burgundy Court		Garden	Apr-00		Cincinnati, OH		1969		234		1,848		9,619		913		1,848		10,532		12,380		(2,436	)		9,944		5,913
Burke Shire Commons		Garden	Mar-01		Burke, VA		1986		360		4,689		22,607		1,418		4,689		24,025		28,714		(5,079	)		23,635		18,530
Cache Creek Apartment Homes		Mid-Rise	Jun-04		Clearlake, CA		2002		80		1,545		9,405		430		1,545		9,835		11,380		(566	)		10,814		2,386
Calhoun Beach Club		High Rise	Dec-98		Minneapolis, MN		1928/1998		332		11,708		73,334		39,826		11,708		113,160		124,868		(17,695	)		107,173		45,032
Campbell Heights		High Rise	Oct-02		Washington, D.C.		1978		170		750		6,719		265		750		6,984		7,733		(1,413	)		6,320		8,438
Canoga Park		Garden	Mar-02		North Hollywood, CA		1983		14		161		639		18		161		657		818		(73	)		745		679
Canterbury Green Apartments		Garden	Dec-99		Fort Wayne, IN		1979		1,988		13,659		73,160		12,706		13,659		85,866		99,525		(17,459	)		82,066		46,258
Canyon Crest		Garden	Jan-03		Littleton, CO		1966		90		1,335		6,071		292		1,335		6,363		7,698		(1,417	)		6,281		3,298
Canyon Terrace		Garden	Mar-02		Saugus, CA		1984		130		7,300		6,602		829		7,300		7,431		14,731		(880	)		13,851		5,839
Cape Cod		Garden	May-98		San Antonio, TX		1985		212		1,307		7,012		639		1,307		7,652		8,959		(2,095	)		6,864		4,275
Captiva Club		Garden	Dec-96		Tampa, FL		1973		357		1,600		6,870		10,359		1,600		17,230		18,830		(4,848	)		13,982		7,798
Carriage Hill		Garden	Jul-00		East Lansing, MI		1972		143		836		8,888		1,020		836		9,908		10,744		(3,238	)		7,507		4,875
Carriage House		Garden	Oct-99		Gastonia, NC		1971		102		426		3,426		723		426		4,148		4,574		(1,665	)		2,909		1,810
Casa de Las Hermanitas		Garden	Mar-02		Los Angeles, CA		1982		88		1,815		4,143		63		1,815		4,207		6,022		(513	)		5,509		2,187
Castle Court		High Rise	May-04		Bristol, MA		1974		240		14,226		8,756		457		14,226		9,212		23,438		(191	)		23,246		11,435
Castle Park		Mid Rise	Mar-02		St. Louis, MO		1983		209		1,710		6,896		898		1,710		7,794		9,504		(968	)		8,536		9,056

F-46


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Castlewood		Garden	Mar-02		Davenport, IA		1980		96		585		2,351		672		585		3,023		3,608		(306	)		3,302		3,574
Cedar Brooke Apartments		Garden	Apr-00		Independence, MO		1971		158		1,012		4,810		615		1,012		5,426		6,438		(3,178	)		3,260		5,410
Cedar Rim		Garden	Apr-00		New Castle, WA		1980		104		790		5,592		717		790		6,310		7,100		(2,495	)		4,606		4,591
Centennial		Garden	Mar-02		Fort Wayne, IN		1983		88		550		2,207		319		550		2,526		3,076		(316	)		2,760		2,989
Center City		Mid Rise	Mar-02		Hazelton, PA		1981		176		925		3,724		478		925		4,202		5,127		(933	)		4,194		3,972
Center Square		High Rise	Oct-99		Doylestown, PA		1975		350		582		4,190		1,954		582		6,144		6,726		(1,463	)		5,263		9,376
Charleston Landing		Garden	Sep-00		Brandon, FL		1985		300		7,606		8,656		1,237		7,606		9,894		17,499		(938	)		16,562		10,750
Chatham Harbor		Garden	Oct-99		Altamonte Springs, FL		1985		324		2,288		13,068		1,160		2,288		14,228		16,516		(2,668	)		13,849		8,663
Chelsea Ridge Apartments		Garden	Apr-01		Wappingers Falls, NY		1966		835		10,403		33,000		4,203		10,403		37,203		47,606		(10,198	)		37,408		34,851
Cherry Ridge Terrace		Garden	Mar-02		Northern Cambria, PA		1983		62		372		1,490		150		372		1,640		2,012		(257	)		1,755		1,436
Chesapeake (Lost Mill)		Garden	Sep-04		Austin, TX		1984		124		438		3,512		63		438		3,575		4,013		(748	)		3,265		1,135
Chesapeake Apartments		Garden	Jan-96		Houston, TX		1983		320		775		7,317		1,943		775		9,260		10,035		(2,727	)		7,308		6,093
Chesapeake Landing I		Garden	Sep-00		Aurora, IL		1986		416		16,065		16,860		1,553		16,065		18,413		34,478		(3,538	)		30,939		24,949
Chesapeake Landing II		Garden	Mar-01		Aurora, IL		1987		184		2,001		7,980		731		2,001		8,711		10,712		(1,637	)		9,075		6,642
Chestnut Hill (CT)		Garden	Oct-99		Middletown, CT		1986		314		3,001		20,143		1,052		3,001		21,195		24,196		(4,948	)		19,247		16,070
Chestnut Hill (PA)		Garden	Apr-00		Philadelphia, PA		1963		821		6,481		49,463		6,728		6,481		56,192		62,674		(15,159	)		47,515		24,291
Cheswick		Garden	Jun-04		Indianapolis, IN		1976		187		886		5,854		97		886		5,951		6,837		(2,094	)		4,743		2,915
Chidester Place		High Rise	Mar-02		Ypsilanti, MI		1979		151		960		3,814		331		960		4,145		5,105		(435	)		4,670		2,010
Chimney Top		Garden	Oct-02		Antioch, TN		1985		362		2,502		10,930		436		2,502		11,366		13,869		(1,524	)		12,345		8,320
Chimneys of Cradle Rock		Garden	Jun-04		Columbia, MD		1979		198		1,838		7,516		185		1,838		7,701		9,539		(2,359	)		7,180		5,151
Chimneys of Oak Creek I		Garden	Oct-02		Kettering, OH		1981		200		1,496		6,088		377		1,496		6,466		7,962		(753	)		7,210		5,300
Chimneys of Oak Creek II		Garden	Jun-04		Kettering, OH		1984		188		908		7,106		466		908		7,571		8,480		(2,172	)		6,307		6,000
Citadel		Garden	Jul-00		El Paso, TX		1973		261		1,011		8,488		362		1,011		8,850		9,861		(3,828	)		6,033		5,527
Citadel Village		Garden	Jul-00		Colorado Springs, CO		1974		122		897		6,789		623		897		7,412		8,309		(2,475	)		5,833		2,450
Citrus Grove		Garden	Jun-98		Redlands, CA		1985		198		1,117		6,642		1,340		1,117		7,982		9,100		(2,101	)		6,998		4,325
Citrus Sunset		Garden	Jul-98		Vista, CA		1985		97		663		3,992		769		663		4,762		5,425		(1,225	)		4,200		5,900
City Heights		High Rise	Mar-02		Wilkes-Barre, PA		1978		151		755		3,044		178		755		3,223		3,978		(388	)		3,590		3,209
City Line		Garden	Mar-02		Hampton, VA		1976		200		500		2,014		234		500		2,248		2,748		(199	)		2,550		2,389
Coatesville Towers		High Rise	Mar-02		Coatesville, PA		1979		90		500		2,011		257		500		2,268		2,768		(292	)		2,475		2,261
Cold Harbor		Garden	Dec-04		Mechanicsville, VA		1977		156		339		5,695		300		339		5,995		6,334		(2,522	)		3,812		3,141
Colonial Crest		Garden	Dec-99		Bloomington, IN		1965		208		903		4,593		2,263		903		6,856		7,759		(1,736	)		6,023		1,479
Colonnade Gardens (Ferntree)		Garden	Oct-97		Phoenix, AZ		1973		196		766		4,346		1,417		766		5,763		6,529		(1,622	)		4,907		2,292
Colony at El Conquistador, The		Garden	Jun-98		Bradenton, FL		1986		166		1,121		6,360		864		1,121		7,223		8,344		(1,829	)		6,516		2,920
Colony at Kenilworth		Garden	Oct-99		Towson, MD		1966		383		2,336		19,722		3,783		2,336		23,504		25,840		(10,546	)		15,294		13,199
Colony of Springdale		Garden	Dec-03		Springdale, OH		1969		261		1,894		9,908		1,927		1,894		11,835		13,729		(4,757	)		8,973		4,873
Columbus Avenue		Mid-Rise	Sep-03		New York, NY		1880		70		34,148		10,825		835		34,148		11,660		45,808		(877	)		44,931		19,666
Cooper’s Point		Garden	Oct-02		North Charleston, SC		1986		192		764		7,615		169		764		7,783		8,547		(3,193	)		5,355		3,799
Cooper’s Pond		Garden	Jan-00		Tampa, FL		1978		463		1,529		14,199		1,748		1,529		15,947		17,475		(6,321	)		11,154		9,998
Copper Chase Apartments		Garden	Dec-96		Katy, TX		1982		316		1,742		7,010		2,698		1,742		9,707		11,449		(3,500	)		7,949		6,175
Copper Mill Apartments		Garden	Oct-02		Richmond, VA		1987		192		1,077		9,064		168		1,077		9,232		10,309		(3,507	)		6,802		5,452
Copperfield Apartments I & II		Garden	Nov-96		Houston, TX		1983		196		940		7,900		1,267		940		9,167		10,106		(1,979	)		8,128		4,163
Coral Garden Apartments		Garden	Jul-94		Las Vegas, NV		1983		670		3,190		12,589		5,607		3,190		18,197		21,387		(8,794	)		12,593		10,361
Country Club Heights		Garden	Mar-04		Quincy, IL		1976		200		676		5,715		4,257		676		9,972		10,647		(434	)		10,213		8,577
Country Club Villas		Garden	Jul-94		Amarillo, TX		1984		282		1,049		5,691		2,475		1,049		8,165		9,214		(3,136	)		6,078		4,590
Country Club West		Garden	May-98		Greeley, CO		1986		288		2,848		16,160		1,206		2,848		17,366		20,214		(5,197	)		15,016		10,572
Country Lakes I		Garden	Apr-01		Naperville, IL		1982		240		8,512		10,832		1,420		8,512		12,252		20,764		(2,283	)		18,482		10,934
Country Lakes II		Garden	May-97		Naperville, IL		1986		400		5,166		29,430		2,495		5,166		31,925		37,091		(8,154	)		28,937		13,168
Courtney Park		Garden	May-98		Fort Collins, CO		1986		248		2,727		15,459		880		2,727		16,339		19,066		(4,749	)		14,318		9,375
Coventry Square Apartments		Garden	Nov-96		Houston, TX		1983		270		700		5,072		2,761		700		7,833		8,533		(2,096	)		6,437		4,342
Creekside		Garden	Jan-00		Denver, CO		1974		328		1,754		13,865		749		1,754		14,615		16,368		(5,261	)		11,107		5,952

F-47


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Creekside (CA)		Garden	Mar-02		Simi Valley, CA		1985		397		24,595		18,818		2,254		24,595		21,072		45,667		(2,826	)		42,841		19,070
Creekside Gardens		Garden	Mar-02		Loveland, CO		1983		50		350		1,401		80		350		1,481		1,831		(195	)		1,636		1,840
Creekview		Garden	Mar-02		Stroudsburg, PA		1982		80		400		1,610		187		400		1,797		2,197		(204	)		1,993		1,766
Crescent Gardens		Mid Rise	Mar-02		West Hollywood, CA		1982		130		15,382		10,215		799		15,382		11,014		26,396		(1,362	)		25,034		10,700
Crockett Manor		Garden	Mar-04		Trenton, TN		1982		38		42		1,394		4		42		1,398		1,440		(46	)		1,393		980
Crossings Of Bellevue		Garden	May-98		Nashville, TN		1985		300		2,588		14,954		2,007		2,588		16,961		19,549		(5,443	)		14,106		7,235
Crossroads		Garden	May-98		Phoenix, AZ		1982		316		2,180		12,661		1,440		2,180		14,101		16,281		(4,137	)		12,144		5,895
Crows Nest Condominiums		Garden	Nov-96		League City, TX		1984		176		939		5,831		1,209		939		7,041		7,980		(1,639	)		6,340		2,329
Cypress Landing		Garden	Dec-96		Savannah, GA		1984		200		1,083		5,696		1,731		1,083		7,427		8,510		(2,286	)		6,224		4,793
Daugette Tower		High Rise	Mar-02		Gadsden, AL		1979		101		540		2,178		897		540		3,075		3,615		(311	)		3,304		1,101
Deer Creek		Garden	Apr-00		Plainsboro, NJ		1975		288		2,091		16,981		1,832		2,091		18,813		20,904		(6,139	)		14,764		12,585
Deercross		Garden	Oct-02		Blue Ash, OH		1985		336		4,634		13,916		291		4,634		14,207		18,842		(4,591	)		14,251		11,444
Deercross (IN)		Garden	Oct-00		Indianapolis, IN		1979		372		3,225		10,400		1,416		3,225		11,816		15,041		(2,491	)		12,550		8,491
Deerfield Apartments		Garden	Apr-01		Jacksonville, FL		1989		256		3,476		6,690		1,183		3,476		7,873		11,349		(1,315	)		10,033		7,509
Delhaven Manor		Mid Rise	Mar-02		Jackson, MS		1983		104		575		2,304		447		575		2,752		3,327		(292	)		3,034		3,810
Denny Place		Garden	Mar-02		North Hollywood, CA		1984		17		394		1,579		27		394		1,606		2,000		(159	)		1,840		1,162
Doral Oaks		Garden	Dec-97		Temple Terrace, FL		1967		252		2,095		3,943		10,632		2,095		14,575		16,670		(3,444	)		13,226		5,306
Douglaston Villas and Townhomes		Garden	Aug-99		Altamonte Springs, FL		1979		234		1,666		9,353		1,835		1,666		11,188		12,854		(3,017	)		9,837		6,466
Dunes Apartment Homes, The		Garden	Oct-99		Indian Harbor, FL		1963		200		1,099		6,120		989		1,099		7,108		8,207		(3,243	)		4,964		3,743
Dunwoody Park		Garden	Jul-94		Dunwoody, GA		1980		318		1,838		10,513		3,370		1,838		13,883		15,721		(5,200	)		10,522		9,719
Eagle’s Nest		Garden	May-98		San Antonio, TX		1973		226		1,053		5,981		812		1,053		6,793		7,846		(2,407	)		5,440		4,010
East Central Towers		Mid Rise	Mar-02		Fort Wayne, IN		1980		167		800		3,203		112		800		3,315		4,115		(395	)		3,720		3,383
East Farm Village		High Rise	Mar-02		East Haven, CT		1981		240		2,800		11,188		601		2,800		11,789		14,589		(1,250	)		13,338		8,879
Easton Village Condominiums I & II		Garden	Nov-96		Houston, TX		1983		146		1,071		9,790		989		1,071		10,779		11,850		(3,091	)		8,759		3,477
Echo Valley		Mid Rise	Mar-02		West Warwick, RI		1978		100		550		2,294		657		550		2,950		3,500		(352	)		3,148		—
Edgewater		High Rise	Mar-02		Springfield, MA		1974		366		1,500		6,241		1,313		1,500		7,554		9,054		(931	)		8,123		6,083
Elm Creek		Mid Rise	Dec-97		Elmhurst, IL		1986		372		5,533		30,830		3,046		5,533		33,876		39,409		(7,323	)		32,086		19,895
Essex Park		Garden	Oct-99		Columbia, SC		1971		323		1,126		9,686		1,369		1,126		11,055		12,181		(4,488	)		7,693		6,314
Evanston Place		High Rise	Dec-97		Evanston, IL		1988		189		3,232		25,546		1,258		3,232		26,804		30,036		(5,691	)		24,345		15,996
Fairlane East		Garden	Jan-01		Dearborn, MI		1973		244		6,642		13,807		1,616		6,642		15,423		22,064		(3,078	)		18,987		10,913
Fairway		Garden	Jan-00		Plano, TX		1978		256		3,087		5,214		679		3,087		5,893		8,980		(2,908	)		6,073		5,913
Fairway View I		Garden	Oct-99		Baton Rouge, LA		1972		242		1,187		9,684		774		1,187		10,458		11,645		(4,409	)		7,236		4,802
Fairway View II		Garden	Oct-99		Baton Rouge, LA		1981		204		1,287		9,052		699		1,287		9,751		11,038		(3,878	)		7,160		5,015
Fairways		Garden	Jul-94		Chandler, AZ		1986		352		1,830		15,738		4,218		1,830		19,957		21,787		(7,243	)		14,544		8,622
Falls of Bells Ferry, The		Garden	May-98		Marietta, GA		1987		720		6,568		37,283		3,638		6,568		40,921		47,489		(12,437	)		35,052		22,450
Falls on Bull Creek, The		Garden	May-98		Austin, TX		1986		344		2,645		15,011		9,037		2,645		24,048		26,693		(6,241	)		20,452		8,220
Farmingdale		Mid Rise	Oct-00		Darien, IL		1975		240		11,948		15,174		740		11,948		15,914		27,862		(2,488	)		25,374		13,748
Ferntree		Garden	Mar-01		Phoenix, AZ		1970		219		2,078		13,752		669		2,078		14,421		16,499		(1,987	)		14,512		4,515
Fieldcrest (FL)		Garden	Oct-98		Jacksonville, FL		1982		240		1,332		7,617		1,342		1,332		8,959		10,291		(2,458	)		7,833		5,446
Fisherman’s Landing		Garden	Sep-98		Temple Terrace, FL		1986		256		1,643		9,446		2,327		1,643		11,773		13,416		(2,929	)		10,487		4,713
Fisherman’s Landing		Garden	Dec-97		Bradenton, FL		1984		200		1,276		7,170		1,324		1,276		8,495		9,771		(2,461	)		7,310		5,306
Fisherman’s Wharf Apartments		Garden	Nov-96		Clute, TX		1981		360		1,257		7,584		2,824		1,257		10,408		11,665		(2,941	)		8,724		2,837
Flamingo South Beach		High Rise	Sep-97		Miami Beach, FL		1960		1,688		16,682		90,432		248,099		16,682		338,530		355,212		(22,967	)		332,245		80,586
Foothill Place		Garden	Jul-00		Salt Lake City, UT		1973		450		3,881		21,694		2,308		3,881		24,002		27,883		(8,198	)		19,685		10,100
Four Winds		Garden	Oct-02		Overland Park, KS		1986		350		1,797		16,653		1,012		1,797		17,665		19,462		(6,829	)		12,633		8,669
Fox Crest		Garden	Jan-03		Waukegan, IL		1974		245		2,136		12,319		144		2,136		12,463		14,599		(794	)		13,805		7,113
Fox Run		Garden	Jan-00		Plainsboro, NJ		1973		776		6,799		48,766		7,438		6,799		56,204		63,003		(16,527	)		46,476		32,248
Foxchase		Garden	Dec-97		Alexandria, VA		1947		2,113		15,420		96,062		13,770		15,420		109,832		125,252		(32,019	)		93,232		141,949
Foxfire		Garden	Oct-99		Doraville, GA		1971		266		1,397		10,287		1,544		1,397		11,831		13,228		(4,134	)		9,095		6,265
Foxtree		Garden	Oct-97		Tempe, AZ		1976		487		2,458		13,927		4,229		2,458		18,156		20,614		(5,504	)		15,110		7,172

F-48


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Frankford Place		Garden	Jul-94		Carrollton, TX		1982		274		1,125		6,083		2,465		1,125		8,547		9,672		(3,252	)		6,420		5,033
Franklin Oaks		Garden	May-98		Franklin, TN		1987		468		3,936		22,832		7,210		3,936		30,042		33,978		(8,008	)		25,971		15,005
Freedom Place Club		Garden	Oct-97		Jacksonville, FL		1988		352		2,289		12,982		1,883		2,289		14,866		17,155		(4,284	)		12,870		5,622
Friendship Arms		Mid Rise	Mar-02		Hyattsville, MD		1979		151		970		3,887		550		970		4,438		5,408		(695	)		4,713		5,678
Gary Manor		High Rise	Mar-02		Gary, IN		1980		198		1,090		4,370		260		1,090		4,630		5,720		(504	)		5,216		5,336
Gates Manor		Garden	Mar-04		Clinton, TN		1981		80		266		2,225		19		266		2,244		2,510		(585	)		1,926		1,855
Gateway Village		Garden	Mar-04		Hillsborough, NC		1980		64		436		1,666		76		436		1,742		2,178		(328	)		1,850		1,590
Georgetown (MA)		Garden	Aug-02		Framingham, MA		1964		207		12,352		13,168		735		12,352		13,904		26,256		(1,423	)		24,833		15,755
Gholson Hotel		Mid Rise	Mar-02		Ranger, TX		1984		50		325		1,334		46		325		1,380		1,705		(169	)		1,537		1,500
Gladys Hampton Houses		High Rise	Oct-02		New York, NY		1980		205		1,009		7,662		1,116		1,009		8,778		9,787		(1,773	)		8,013		7,598
Glen Hollow		Garden	Dec-99		Charlotte, NC		1972		336		2,157		10,062		2,335		2,157		12,398		14,555		(2,456	)		12,099		6,661
Glenbridge Manors		Garden	Sep-03		Cincinnati, OH		1978		290		1,059		17,925		11,479		1,059		29,404		30,463		(1,647	)		28,816		21,000
Governor’s Park (AR)		Garden	Apr-00		Little Rock, AR		1985		154		755		5,950		336		755		6,286		7,041		(2,354	)		4,687		3,407
Governor’s Park (CO)		Garden	Jan-00		Ft. Collins, CO		1982		188		1,119		9,110		645		1,119		9,754		10,873		(3,222	)		7,651		6,510
Granada		Mid Rise	Aug-02		Framingham, MA		1958		72		4,577		4,058		168		4,577		4,226		8,802		(607	)		8,195		5,268
Grand Pointe		Garden	Dec-99		Columbia, MD		1974		325		2,715		16,771		2,037		2,715		18,808		21,523		(3,615	)		17,908		10,272
Greens (AZ)		Garden	Jul-94		Chandler, AZ		2000		324		2,303		713		22,542		2,303		23,254		25,557		(3,091	)		22,466		15,939
Greenspoint Apartments		Garden	Jan-00		Phoenix, AZ		1985		336		2,184		13,895		977		2,184		14,872		17,056		(5,735	)		11,321		8,039
Greentree		Garden	Dec-96		Carrollton, TX		1983		365		1,873		9,848		3,459		1,873		13,307		15,180		(3,671	)		11,510		8,959
Hamlin Estates		Garden	Mar-02		North Hollywood, CA		1983		30		1,010		1,691		37		1,010		1,728		2,738		(205	)		2,533		1,618
Hampton Greens		Garden	Oct-02		Dallas, TX		1986		309		1,781		10,170		502		1,781		10,673		12,454		(4,252	)		8,202		5,184
Hampton Hill Apartments		Garden	Nov-96		Houston, TX		1984		332		1,311		7,122		2,826		1,311		9,948		11,259		(2,794	)		8,466		5,529
Harbor Ridge II		Garden	Mar-04		Maineville, OH		1985		24		263		1,279		70		263		1,349		1,612		(198	)		1,414		823
Harbor Ridge III		Garden	Mar-04		Maineville, OH		1985		48		457		2,119		19		457		2,138		2,596		(33	)		2,563		1,598
Harbor Town at Jacaranda		Garden	Sep-00		Plantation, FL		1988		280		9,930		10,643		2,145		9,930		12,788		22,717		(2,401	)		20,316		11,800
Harbour, The		Garden	Mar-01		Melbourne, FL		1987		162		4,652		3,083		1,188		4,652		4,271		8,924		(1,296	)		7,628		—
Harris Park Apartments		Garden	Dec-97		Rochester, NY		1968		114		475		2,786		850		475		3,635		4,110		(1,073	)		3,037		818
Hastings Place Apartments		Garden	Nov-96		Houston, TX		1984		176		934		5,021		1,993		934		7,014		7,948		(1,402	)		6,546		3,892
Heather Ridge (AZ)		Garden	May-98		Phoenix, AZ		1983		252		1,610		9,141		1,069		1,610		10,210		11,820		(3,086	)		8,734		4,995
Heather Ridge (TX)		Garden	Dec-00		Arlington, TX		1982		180		784		4,900		455		784		5,355		6,139		(1,774	)		4,365		3,359
Hemet Estates		Garden	Mar-02		Hemet, CA		1983		80		700		2,802		272		700		3,074		3,774		(369	)		3,405		1,955
Heritage Park at Alta Loma		Garden	Jan-01		Alta Loma, CA		1986		232		1,203		6,430		1,552		1,203		7,982		9,185		(1,295	)		7,890		7,264
Heritage Park Escondido		Garden	Oct-00		Escondido, CA		1986		196		1,012		7,330		296		1,012		7,626		8,638		(2,519	)		6,118		7,299
Heritage Park Livermore		Garden	Oct-00		Livermore, CA		1988		167		832		9,001		421		832		9,421		10,254		(1,955	)		8,299		7,432
Heritage Park Montclair		Garden	Mar-01		Montclair, CA		1985		144		692		4,149		309		692		4,458		5,150		(766	)		4,384		4,620
Heritage Square		Garden	Mar-02		Texas City, TX		1983		50		668		859		98		668		957		1,625		(137	)		1,488		1,578
Heritage Village Anaheim		Garden	Oct-00		Anaheim, CA		1986		196		1,784		8,251		505		1,784		8,756		10,540		(2,794	)		7,747		8,858
Hibben Ferry I		Garden	Apr-00		Mt. Pleasant, SC		1983		240		1,465		8,889		944		1,465		9,833		11,298		(1,794	)		9,504		5,985
Hickory Hill		Garden	Oct-02		Frederick, MD		1981		162		756		5,724		270		756		5,994		6,750		(1,171	)		5,578		5,058
Hidden Cove (CA)		Garden	Jul-98		Escondido, CA		1985		334		3,043		17,615		3,633		3,043		21,249		24,292		(5,397	)		18,894		17,797
Hidden Cove (MI)		Garden	Apr-00		Belleville, MI		1976		120		463		5,334		522		463		5,857		6,320		(2,895	)		3,425		2,622
Hidden Harbour		Garden	Oct-02		Melbourne, FL		1985		216		2,587		8,050		260		2,587		8,310		10,897		(1,168	)		9,729		7,142
Hidden Lake		Garden	May-98		Tampa, FL		1983		267		1,361		7,765		1,229		1,361		8,994		10,355		(2,621	)		7,734		4,573
Hiddentree		Garden	Oct-97		East Lansing, MI		1966		261		1,470		8,340		2,057		1,470		10,396		11,866		(3,180	)		8,687		3,559
Highcrest Townhomes		Town Home	Jan-03		Woodridge, IL		1968		176		3,308		13,056		325		3,308		13,381		16,689		(3,154	)		13,535		6,213
Highland Park		Garden	Dec-96		Fort Worth, TX		1985		500		6,247		9,246		4,048		6,247		13,295		19,542		(4,446	)		15,095		10,601
Highland Ridge		Garden	Sep-04		Atlanta, GA		1984		219		1,361		6,806		963		1,361		7,769		9,130		(1,806	)		7,325		—
Highlawn Place		High Rise	Mar-02		Huntington, WV		1977		133		550		2,204		232		550		2,437		2,987		(253	)		2,734		2,267
Hillcreste (CA)		Garden	Mar-02		Los Angeles, CA		1989		315		33,322		47,216		2,063		33,322		49,279		82,602		(4,199	)		78,403		47,827

F-49


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Hillmeade		Garden	Nov-94		Nashville, TN		1985		288		2,872		16,069		9,262		2,872		25,331		28,203		(10,678	)		17,525		8,948
Hills at the Arboretum, The		Garden	Oct-97		Austin, TX		1983		327		1,367		7,764		11,614		1,367		19,378		20,745		(3,761	)		16,984		14,566
Hollymead Square		Garden	Mar-00		Charlottesville, VA		1978		100		404		3,063		436		404		3,499		3,903		(1,902	)		2,001		3,197
Hopkins Village		Mid-Rise	Sep-03		Baltimore, MD		1979		165		870		4,207		536		870		4,743		5,613		(2,241	)		3,372		3,228
Hudson Gardens		Garden	Mar-02		Pasadena, CA		1983		41		940		1,548		95		940		1,644		2,584		(206	)		2,377		1,048
Hunt Club (IN)		Garden	Oct-99		Indianapolis, IN		1972		200		825		5,629		950		825		6,579		7,404		(3,476	)		3,928		3,501
Hunt Club (MD)		Garden	Sep-00		Gaithersburg, MD		1986		336		18,141		13,149		1,595		18,141		14,744		32,885		(3,165	)		29,720		19,031
Hunt Club (NC)		Garden	Apr-02		Winston-Salem, NC		1983		128		971		4,101		656		971		4,757		5,728		(480	)		5,247		3,546
Hunt Club (PA)		Garden	Sep-00		North Wales, PA		1986		320		17,392		13,653		2,374		17,392		16,027		33,419		(4,134	)		29,285		21,500
Hunt Club (SC)		Garden	Sep-03		Spartanburg, SC		1987		204		4,172		7,435		529		4,172		7,964		12,136		(850	)		11,286		5,385
Hunt Club (TX)		Garden	Mar-01		Austin, TX		1987		384		10,505		11,920		1,002		10,505		12,922		23,428		(2,767	)		20,661		19,936
Hunt Club I		Garden	Oct-00		Ypsilanti, MI		1988		296		2,537		8,872		1,277		2,537		10,149		12,686		(1,969	)		10,716		9,953
Hunt Club II		Garden	Mar-01		Ypsilanti, MI		1988		144		1,653		6,049		445		1,653		6,495		8,148		(1,215	)		6,932		5,313
Hunter’s Chase		Garden	Jan-01		Midlothian, VA		1985		320		7,827		8,668		867		7,827		9,535		17,362		(1,496	)		15,865		10,376
Hunter’s Chase I (OH)		Garden	Jun-04		Montgomery, OH		1985		292		1,606		10,816		601		1,606		11,418		13,024		(3,836	)		9,188		8,374
Hunter’s Creek		Garden	May-99		Cincinnati, OH		1981		146		661		3,818		914		661		4,733		5,394		(1,446	)		3,948		2,812
Hunter’s Crossing (VA)		Garden	Apr-01		Leesburg, VA		1967		164		2,244		7,763		922		2,244		8,685		10,929		(2,135	)		8,794		4,150
Hunters Glen		Garden	Apr-98		Austell, GA		1983		72		300		1,731		411		300		2,142		2,443		(595	)		1,847		745
Hunters Glen IV		Garden	Oct-99		Plainsboro, NJ		1976		264		2,175		14,947		2,141		2,175		17,088		19,263		(6,359	)		12,904		11,626
Hunters Glen V		Garden	Oct-99		Plainsboro, NJ		1977		304		2,617		17,915		2,588		2,617		20,504		23,121		(7,550	)		15,571		13,284
Hunters Glen VI		Garden	Oct-99		Plainsboro, NJ		1977		328		2,409		16,305		2,810		2,409		19,116		21,525		(7,781	)		13,744		13,826
Huntington Athletic Club		Garden	Oct-99		Morrisville, NC		1986		212		1,655		11,293		1,478		1,655		12,771		14,426		(4,605	)		9,821		6,574
Hyde Park Tower		High Rise	Oct-04		Chicago, IL		1990		155		3,047		16,499		11		3,047		16,510		19,557		(114	)		19,442		15,554
Indian Creek Village		Garden	Oct-99		Overland Park, KS		1972		273		2,358		11,454		2,609		2,358		14,062		16,420		(5,892	)		10,528		8,001
Indian Oaks		Garden	Mar-02		Simi Valley, CA		1986		254		23,927		15,801		1,053		23,927		16,854		40,781		(2,065	)		38,716		15,500
Island Club		Garden	Oct-02		Columbus, OH		1984		308		2,073		10,780		412		2,073		11,192		13,265		(2,637	)		10,628		9,371
Island Club (Beville)		Garden	Oct-00		Daytona Beach, FL		1986		204		6,801		9,465		1,092		6,801		10,557		17,359		(3,297	)		14,062		8,440
Island Club (CA)		Garden	Oct-00		Oceanside, CA		1986		592		18,185		28,428		4,337		18,185		32,765		50,950		(4,763	)		46,187		37,664
Island Club (MD)		Garden	Mar-01		Columbia, MD		1986		176		2,379		14,600		693		2,379		15,293		17,672		(2,405	)		15,266		11,081
Island Club (Palm Aire)		Garden	Oct-00		Pomano Beach, FL		1988		260		7,692		7,652		2,719		7,692		10,371		18,063		(2,123	)		15,940		10,967
Islandtree		Garden	Oct-97		Savannah, GA		1985		216		1,267		7,191		1,353		1,267		8,544		9,811		(2,600	)		7,211		3,398
Jefferson Place		Garden	Nov-94		Baton Rouge, LA		1985		234		2,697		16,332		1,465		2,697		17,797		20,494		(6,221	)		14,273		7,636
Jenny Lind Hall		High Rise	Mar-04		Springfield, MO		1977		78		142		3,696		26		142		3,722		3,864		(71	)		3,793		1,214
Jersey Park		Garden	Dec-03		Smithfield, VA		1980		80		185		2,055		218		185		2,272		2,458		(900	)		1,557		1,592
Key Towers		High Rise	Apr-01		Alexandria, VA		1964		140		1,526		7,050		965		1,526		8,015		9,541		(1,784	)		7,758		5,145
King’s Crossing		Garden	Jul-02		Columbia, MD		1983		168		4,429		7,531		186		4,429		7,717		12,146		(2,747	)		9,399		5,752
Kirkwood House		High Rise	Sep-04		Baltimore, MD		1979		261		1,774		6,663		92		1,774		6,756		8,530		(2,667	)		5,862		4,798
Knolls, The		Garden	Jul-02		Colorado Springs, CO		1972		262		3,214		15,312		2,380		3,214		17,692		20,906		(6,101	)		14,804		9,045
Knollwood		Garden	Jul-00		Nashville, TN		1972		326		1,824		14,272		2,225		1,824		16,497		18,321		(6,417	)		11,904		6,780
La Colina		Garden	Oct-99		Denton, TX		1984		264		1,378		9,169		367		1,378		9,536		10,914		(1,231	)		9,684		6,145
La Jolla		Garden	May-98		San Antonio, TX		1975		300		2,074		11,809		1,066		2,074		12,875		14,949		(3,863	)		11,086		7,425
La Jolla de Tucson		Garden	May-98		Tucson, AZ		1978		223		1,342		7,816		1,017		1,342		8,833		10,175		(2,999	)		7,175		4,927
Lake Castleton		Garden	May-99		Indianapolis, IN		1997		1,261		5,183		29,611		7,768		5,183		37,380		42,563		(8,539	)		34,024		26,731
Lake Forest Apartments		Garden	Jul-00		Omaha, NE		1971		312		1,839		12,891		689		1,839		13,581		15,420		(5,162	)		10,257		8,534
Lake Johnson Mews		Garden	Oct-99		Raleigh, NC		1972		201		1,271		9,442		2,988		1,271		12,429		13,700		(3,653	)		10,047		6,514
Lakehaven I		Garden	Dec-97		Carol Stream, IL		1984		144		1,652		3,849		582		1,652		4,431		6,083		(2,637	)		3,446		5,955
Lakehaven II		Garden	Dec-97		Carol Stream, IL		1985		348		2,822		16,128		1,391		2,822		17,519		20,341		(6,103	)		14,238		14,983
Lakes at South Coast, The		Mid Rise	Mar-02		Costa Mesa, CA		1987		770		55,223		65,506		4,284		55,223		69,791		125,014		(7,716	)		117,297		75,600
Lakes, The		Garden	Jan-00		Raleigh, NC		1972		600		2,826		18,492		2,977		2,826		21,468		24,294		(8,945	)		15,349		12,240
Lakeside		Garden	Oct-99		Lisle, IL		1972		568		4,155		30,279		2,017		4,155		32,296		36,451		(10,685	)		25,766		22,697

F-50


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Lakeside North at Carrollwood		Garden	Sep-00		Tampa, FL		1984		168		3,168		5,358		696		3,168		6,055		9,223		(1,283	)		7,939		6,130
Lakeside Place		Garden	Oct-99		Houston, TX		1976		734		4,831		36,651		3,376		4,831		40,027		44,859		(15,320	)		29,539		21,014
Lakewood		Garden	Jul-02		Tomball, TX		1979		256		803		8,349		273		803		8,622		9,425		(2,732	)		6,693		4,927
Lamplighter Park		Garden	Apr-00		Bellevue, WA		1967		174		1,994		8,583		2,034		1,994		10,617		12,611		(3,249	)		9,362		7,326
Landings		Garden	Jan-01		Indianapolis, IN		1973		150		616		3,303		1,159		616		4,461		5,077		(2,021	)		3,056		3,204
Landmark		Garden	Apr-00		Raleigh, NC		1970		292		1,668		14,204		1,198		1,668		15,402		17,069		(6,664	)		10,405		7,000
Las Americas Housing		Garden	Apr-02		Ponce, Puerto Rico		1981		250		1,271		10,032		286		1,271		10,318		11,588		(3,913	)		7,676		7,306
Las Brisas (TX)		Garden	Dec-95		San Antonio, TX		1983		176		1,082		5,214		1,335		1,082		6,549		7,631		(2,089	)		5,543		3,779
Lasalle		Garden	Oct-00		San Francisco, CA		1976		145		1,162		10,453		7,282		1,162		17,735		18,897		(3,364	)		15,533		3,444
Latrobe		High Rise	Jan-03		Washington, DC		1980		176		1,199		11,350		2,977		1,199		14,327		15,526		(5,014	)		10,513		11,193
Lebanon Station		Garden	Oct-99		Columbus, OH		1974		387		1,699		9,594		1,415		1,699		11,008		12,708		(3,215	)		9,493		6,551
Legend Oaks		Garden	May-98		Tampa, FL		1983		416		2,304		13,288		2,042		2,304		15,331		17,635		(4,462	)		13,172		6,657
Leona		Garden	Dec-97		Uvalde, TX		1973		40		100		524		371		100		895		995		(312	)		683		376
Lexington		Garden	Jul-94		San Antonio, TX		1981		72		312		1,688		624		312		2,312		2,624		(852	)		1,772		808
Lexington Green		Garden	Oct-99		Sarasota, FL		1974		267		1,466		9,956		2,048		1,466		12,004		13,470		(3,990	)		9,480		6,310
Lighthouse at Twin Lakes I		Garden	Apr-00		Beltsville, MD		1969		479		2,525		17,450		2,025		2,525		19,475		22,000		(3,020	)		18,981		11,705
Lighthouse at Twin Lakes II		Garden	Apr-00		Beltsville, MD		1971		113		697		4,855		408		697		5,263		5,960		(911	)		5,049		2,714
Lighthouse at Twin Lakes III		Garden	Apr-00		Beltsville, MD		1978		107		483		3,308		158		483		3,466		3,949		(469	)		3,480		2,544
Lincoln Place Garden		Garden	Aug-03		Venice, CA		1951		755		43,060		94,589		7,346		43,060		101,936		144,996		(5,713	)		139,282		72,500
Locust House		High Rise	Mar-02		Westminster, MD		1979		99		650		2,604		238		650		2,842		3,492		(409	)		3,083		3,008
Lodge, The		Garden	Jan-00		Denver, CO		1973		376		1,944		14,262		1,740		1,944		16,002		17,945		(5,682	)		12,264		6,593
Loft, The		Garden	Oct-99		Raleigh, NC		1974		184		2,012		11,902		869		2,012		12,771		14,784		(3,541	)		11,242		3,983
Loring Towers (MN)		High Rise	Oct-02		Minneapolis, MN		1970		230		1,399		7,445		6,132		1,399		13,577		14,977		(999	)		13,978		8,623
Loring Towers Apartments		High Rise	Sep-03		Salem, MA		1973		250		693		8,309		2,054		693		10,363		11,056		(4,526	)		6,530		5,401
Los Arboles		Garden	Sep-97		Chandler, AZ		1985		232		1,662		9,504		1,884		1,662		11,388		13,050		(3,312	)		9,737		6,050
Lynnhaven		Garden	Mar-04		Durham, NC		1980		75		537		2,165		76		537		2,241		2,778		(229	)		2,549		2,055
Madera Point		Garden	May-98		Phoenix, AZ		1986		256		2,103		12,582		1,276		2,103		13,858		15,961		(4,231	)		11,730		8,067
Malibu Canyon		Garden	Mar-02		Calabasas, CA		1986		698		65,407		53,438		8,208		65,407		61,646		127,053		(7,644	)		119,409		46,900
Maple Bay		Garden	Dec-99		Virginia Beach, VA		1971		414		2,598		16,141		3,061		2,598		19,202		21,800		(3,883	)		17,917		8,971
Mariners Cove		Garden	Mar-02		San Diego, CA		1984		500		—		66,861		2,879		—		69,740		69,740		(5,554	)		64,187		9,622
Mariner’s Cove		Garden	Mar-00		Virginia Beach, VA		1974		458		1,517		10,034		15,503		1,517		25,537		27,054		(5,370	)		21,684		12,382
Mayfair Village		Garden	Nov-00		West Lafayette, IN		1964		72		977		1,283		342		977		1,624		2,601		(382	)		2,219		1,169
Meadow Creek		Garden	Jul-94		Boulder, CO		1972		332		1,435		24,532		3,359		1,435		27,891		29,326		(7,205	)		22,121		6,007
Meadows		Garden	Dec-00		Austin, TX		1983		100		580		3,667		315		580		3,982		4,562		(1,422	)		3,140		2,502
Merrill House		High Rise	Jan-00		Fairfax, VA		1962		159		1,836		10,831		1,479		1,836		12,310		14,146		(1,999	)		12,147		6,630
Mesa Ridge		Garden	May-98		San Antonio, TX		1986		200		1,210		6,863		614		1,210		7,477		8,687		(2,357	)		6,330		4,275
Michigan Apartments		Garden	Dec-99		Indianapolis, IN		1965		253		516		3,694		754		516		4,449		4,965		(924	)		4,040		1,218
Michigan Plaza		Garden	Dec-99		Indianapolis, IN		1965		6		24		219		—		24		219		243		(125	)		118		—
Millhopper Village		Garden	Oct-99		Gainesville, FL		1969		136		759		5,906		455		759		6,361		7,120		(2,317	)		4,803		3,867
Montblanc Gardens		Town Home	Dec-03		Yauco, PR		1982		128		391		3,859		567		391		4,426		4,816		(1,598	)		3,218		3,380
Montecito		Garden	Jul-94		Austin, TX		1985		268		1,268		6,896		3,262		1,268		10,158		11,426		(4,147	)		7,279		5,051
Mountain Run		Garden	Dec-97		Arvada, CO		1974		96		685		2,614		2,449		685		5,063		5,748		(1,203	)		4,544		3,051
Mountain View		Garden	May-98		Colorado Springs, CO		1985		252		2,546		14,841		1,109		2,546		15,950		18,496		(4,656	)		13,840		7,750
Mulberry		High Rise	Mar-02		Scranton, PA		1981		206		1,120		4,487		771		1,120		5,258		6,378		(627	)		5,751		2,662
New Baltimore		Mid Rise	Mar-02		New Baltimore, MI		1980		101		570		2,282		185		570		2,467		3,037		(226	)		2,811		1,208
New West 111th St Apartments		High Rise	Oct-02		New York, NY		1929		74		530		3,297		295		530		3,592		4,122		(376	)		3,746		3,538
Newberry Park		Garden	Dec-97		Chicago, IL		1985		84		1,150		7,862		222		1,150		8,084		9,234		(1,573	)		7,661		7,843
Newport		Garden	Jul-94		Avondale, AZ		1986		204		800		4,354		1,728		800		6,082		6,883		(2,365	)		4,518		4,092
North River Club		Garden	Mar-02		Oceanside, CA		1983		56		510		2,046		112		510		2,158		2,668		(290	)		2,378		2,235

F-51


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

North River Place		Garden	Jul-02		Chillicothe, OH		1980		120		858		3,351		154		858		3,506		4,364		(940	)		3,424		2,668
North Slope		Garden	Oct-02		Greenville, SC		1984		156		1,696		5,791		346		1,696		6,137		7,833		(902	)		6,930		3,745
Northlake Village		Garden	Oct-00		Lima, OH		1971		150		494		1,317		707		494		2,024		2,518		(612	)		1,907		1,238
Northpoint		Garden	Jan-00		Chicago, IL		1921		304		2,333		14,334		5,929		2,333		20,263		22,596		(3,240	)		19,356		21,425
Northwinds, The		Garden	Mar-02		Wytheville, VA		1978		144		500		2,012		736		500		2,748		3,248		(481	)		2,767		2,136
Northwoods		Garden	Oct-02		Worthington, OH		1983		280		2,817		7,004		3,054		2,817		10,058		12,875		(1,376	)		11,499		6,840
Northwoods (CT)		Garden	Mar-01		Middletown, CT		1987		336		16,382		14,388		1,323		16,382		15,711		32,094		(3,062	)		29,032		21,275
Oak Falls Condominiums		Garden	Nov-96		Spring, TX		1983		144		1,017		5,420		1,602		1,017		7,022		8,039		(1,306	)		6,733		4,249
Oak Forest		Garden	Oct-02		Arlington, TX		1983		204		1,024		5,902		608		1,024		6,510		7,533		(2,235	)		5,298		2,550
Oak Park Village I		Garden	Oct-00		Lansing, MI		1973		618		10,207		16,771		4,511		10,207		21,282		31,488		(5,868	)		25,620		23,487
Oak Run Apartments		Garden	Oct-02		Dallas, TX		1979		420		5,176		13,864		938		5,176		14,802		19,978		(5,901	)		14,077		8,500
Oakbrook (MI)		Garden	Dec-99		Battle Creek, MI		1981		586		3,158		16,325		4,270		3,158		20,596		23,754		(3,497	)		20,257		7,481
Oaks at Woodridge I		Garden	Oct-02		Fairfield, OH		1985		332		3,375		11,043		327		3,375		11,371		14,746		(862	)		13,883		10,276
Oakwood Apartments		Town Home	Mar-04		Cuthbert, GA		1985		50		188		1,058		28		188		1,085		1,273		(331	)		942		1,119
Oakwood Manor		Garden	Mar-04		Milan, TN		1984		34		95		498		9		95		508		603		(51	)		551		503
Oakwood Miami		High Rise	Dec-03		Miami, FL		1998		357		31,355		32,214		495		31,355		32,709		64,064		(745	)		63,319		48,714
Oakwood Village On Lake Nancy		Garden	Oct-99		Winter Park, FL		1973		278		1,207		11,029		1,138		1,207		12,167		13,374		(5,321	)		8,054		6,323
Ocean Oaks		Garden	May-98		Port Orange, FL		1988		296		2,132		12,855		2,323		2,132		15,179		17,311		(4,243	)		13,068		10,295
O’Fallon		Garden	Mar-02		O’Fallon, IL		1982		132		870		3,466		294		870		3,761		4,631		(519	)		4,111		4,133
Okemos Station		Garden	Oct-02		Okemos, MI		1981		112		558		3,644		228		558		3,872		4,430		(689	)		3,741		2,728
Old Salem		Garden	Oct-99		Charlottesville, VA		1967		364		2,106		16,621		2,215		2,106		18,836		20,942		(6,785	)		14,157		8,892
Olde Towne West II		Garden	Oct-02		Alexandria, VA		1977		72		151		3,016		255		151		3,270		3,421		(1,278	)		2,143		2,924
Olde Towne West III		Garden	Apr-00		Alexandria, VA		1978		75		581		3,463		1,093		581		4,556		5,137		(770	)		4,367		3,721
One Lytle Place		High Rise	Jan-00		Cincinnati ,OH		1980		231		2,662		21,800		1,287		2,662		23,087		25,749		(3,691	)		22,058		12,079
Orchidtree		Garden	Oct-97		Scottsdale, AZ		1971		278		2,314		13,140		2,622		2,314		15,762		18,076		(4,662	)		13,413		5,859
Oxford House		Mid Rise	Mar-02		Deactur, IL		1979		156		1,040		4,164		167		1,040		4,331		5,371		(659	)		4,712		3,962
Palazzo at Park La Brea		Mid-Rise	Feb-04		Los Angeles, CA		2002		521		24,429		138,521		394		24,429		138,915		163,344		(4,059	)		159,285		88,072
Palencia		Garden	May-98		Tampa, FL		1985		420		2,804		16,262		7,753		2,804		24,015		26,819		(7,009	)		19,810		12,441
Palm Lake		Garden	Oct-99		Tampa ,FL		1972		150		711		5,038		1,287		711		6,324		7,035		(3,309	)		3,726		2,727
Palm Springs Senior		Garden	Mar-02		Palm Springs, CA		1981		116		—		7,015		114		—		7,129		7,129		(708	)		6,421		3,943
Panorama Park		Garden	Mar-02		Bakersfield, CA		1982		66		570		2,288		215		570		2,502		3,072		(325	)		2,747		2,462
Paradise Palms		Garden	Jul-94		Phoenix, AZ		1970		130		647		3,515		1,918		647		5,433		6,080		(2,098	)		3,982		3,623
Park at Cedar Lawn, The		Garden	Nov-96		Galveston, TX		1985		192		1,025		6,162		1,649		1,025		7,812		8,837		(1,799	)		7,038		4,494
Park at Deerbrook		Garden	Oct-99		Humble, TX		1984		100		176		521		239		176		760		936		(835	)		101		2,417
Park Avenue Towers (PA)		Garden	Oct-00		Wilkes-Barre, PA		1978		130		292		2,546		447		292		2,993		3,285		(1,131	)		2,154		2,226
Park Capitol		Garden	Apr-00		Salt Lake City, UT		1972		135		718		5,316		681		718		5,997		6,715		(2,255	)		4,460		2,725
Park Colony		Garden	May-98		Norcross, GA		1984		352		3,257		18,481		1,975		3,257		20,456		23,713		(6,111	)		17,602		9,436
Park Place Texas		Garden	Mar-02		Cleveland, TX		1983		60		390		1,587		128		390		1,715		2,105		(204	)		1,901		1,919
Park Towne		High Rise	Apr-00		Philadelphia, PA		1959		979		7,711		49,104		22,601		7,711		71,705		79,416		(14,067	)		65,349		35,576
Parker House		Garden	Apr-01		Hyattsville, MD		1965		296		10,676		8,682		949		10,676		9,631		20,307		(1,281	)		19,026		7,134
Parktown Townhouses		Garden	Oct-99		Deer Park, TX		1968		309		1,731		12,635		5,429		1,731		18,064		19,795		(3,705	)		16,090		7,010
Parkview		Garden	Mar-02		Sacramento, CA		1980		97		1,060		4,240		393		1,060		4,633		5,693		(460	)		5,233		2,851
Parkview NY		Mid-Rise	Jun-04		Bronx, NY		1920		72		247		3,007		141		247		3,148		3,395		(1,164	)		2,232		1,712
Parkway (VA)		Garden	Mar-00		Willamsburg, VA		1971		148		386		2,834		915		386		3,749		4,135		(1,940	)		2,196		2,015
Pavilion		High Rise	Mar-04		Philadelphia, PA		1976		296		—		15,416		33		—		15,449		15,449		(817	)		14,632		10,845
Peachtree Park		Garden	Jan-96		Atlanta, GA		1962/1995		295		4,683		11,713		4,277		4,683		15,990		20,673		(5,453	)		15,219		11,815
Peakview Place		Garden	Jan-00		Englewood, CO		1975		296		1,968		20,775		2,579		1,968		23,354		25,322		(7,425	)		17,897		10,896
Pebble Point		Garden	Oct-02		Indianapolis, IN		1980		220		1,819		6,883		237		1,819		7,121		8,940		(1,576	)		7,363		5,655
Peppermill Place Apartments		Garden	Nov-96		Houston, TX		1983		224		844		5,169		1,545		844		6,714		7,558		(1,521	)		6,036		4,195

F-52


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Peppermill Village		Garden	Oct-02		West Lafayette, IN		1981		192		1,095		5,875		717		1,095		6,591		7,686		(664	)		7,023		4,605
Peppertree		Garden	Mar-02		Cypress, CA		1971		136		7,835		5,224		1,123		7,835		6,347		14,182		(887	)		13,295		6,242
Pickwick Place		Garden	Oct-99		Indianapolis, IN		1973		336		967		8,941		2,383		967		11,324		12,290		(4,831	)		7,460		5,817
Pine Lake Terrace		Garden	Mar-02		Garden Grove, CA		1971		111		3,975		6,035		772		3,975		6,807		10,782		(693	)		10,089		4,414
Pine Shadows		Garden	May-98		Phoenix, AZ		1983		272		2,095		11,899		1,113		2,095		13,013		15,108		(3,917	)		11,191		7,500
Pinebrook Manor		Garden	Mar-02		Lansing, MI		1971		136		620		2,488		703		620		3,191		3,811		(599	)		3,212		967
Pines, The		Garden	Oct-98		Palm Bay, FL		1984		216		602		3,318		1,018		602		4,335		4,938		(1,199	)		3,739		2,100
Pinewood Place		Garden	Mar-02		Toledo, OH		1979		100		420		1,698		573		420		2,271		2,691		(278	)		2,413		2,080
Place Du Plantier		Garden	Oct-99		Baton Rouge, LA		1972		268		1,362		10,735		736		1,362		11,471		12,833		(5,104	)		7,729		5,934
Place One		Garden	Jul-01		Richmond, VA		1976		114		405		2,806		609		405		3,414		3,820		(1,642	)		2,178		1,940
Plantation Creek		Garden	Oct-02		Atlanta, GA		1976		484		3,118		25,992		1,617		3,118		27,609		30,727		(10,663	)		20,065		14,246
Plantation Crossing		Garden	Jan-00		Marietta, GA		1979		180		1,107		9,210		848		1,107		10,059		11,166		(3,871	)		7,295		4,276
Plantation Gardens		Garden	Oct-99		Plantation, FL		1971		372		3,928		19,418		2,055		3,928		21,474		25,402		(8,334	)		17,068		8,839
Plaza on the Park		Garden	Mar-04		Chicago, IL		1928		151		492		7,568		338		492		7,906		8,398		(1,394	)		7,004		7,157
Pleasant Ridge		Garden	Nov-94		Little Rock, AR		1982		200		1,661		9,111		2,898		1,661		12,008		13,669		(4,379	)		9,290		5,670
Pleasant Valley Pointe		Garden	Nov-94		Little Rock, AR		1985		112		907		5,085		1,532		907		6,617		7,524		(2,444	)		5,080		3,093
Plum Creek		Garden	Oct-02		Charlotte, NC		1984		276		3,125		9,144		367		3,125		9,511		12,635		(1,090	)		11,546		7,807
Plummer Village		Mid Rise	Mar-02		North Hills, CA		1983		75		650		2,647		194		650		2,841		3,491		(322	)		3,169		2,968
Point West Apartments		Garden	Dec-97		Lenexa, KS		1985		172		912		5,580		1,030		912		6,610		7,522		(2,070	)		5,453		5,070
Pointe James		Garden	Oct-99		Charleston, SC		1977		128		466		2,158		2,211		466		4,370		4,836		(1,475	)		3,361		3,678
Post Ridge		Garden	Jul-00		Nashville, TN		1972		150		991		7,931		766		991		8,697		9,688		(3,058	)		6,630		4,521
Prairie Hills		Garden	Jul-94		Albuquerque, NM		1985		260		2,017		9,220		2,184		2,017		11,404		13,421		(4,322	)		9,099		5,542
Preston Creek		Garden	Oct-99		Dallas, TX		1979		228		1,706		9,315		1,309		1,706		10,624		12,330		(4,171	)		8,159		5,099
Pride Gardens		Garden	Dec-97		Flora, MS		1975		76		102		1,071		1,194		102		2,265		2,367		(702	)		1,665		1,157
Privado Park		Garden	May-98		Phoenix, AZ		1984		352		2,563		15,026		1,545		2,563		16,572		19,135		(5,202	)		13,933		7,710
Promontory Point Apartments		Garden	Oct-02		Austin, TX		1984		252		1,520		11,101		472		1,520		11,573		13,093		(4,211	)		8,882		3,709
Prospect Towers		High Rise	Mar-02		Brooklyn, NY		1967		154		4,521		7,034		2,124		4,521		9,158		13,679		(964	)		12,715		2,368
Pynchon I		Garden	Mar-02		Springfield, MA		1973		250		1,820		7,266		2,020		1,820		9,287		11,107		(1,172	)		9,935		4,802
Quail Hollow		Garden	Oct-99		West Columbia, SC		1973		215		1,095		7,893		1,131		1,095		9,024		10,118		(2,629	)		7,489		4,785
Quail Ridge		Garden	May-98		Tucson, AZ		1974		253		1,559		9,173		1,446		1,559		10,619		12,178		(3,220	)		8,957		5,365
Quail Run		Garden	Oct-99		Columbia, SC		1970		332		1,752		12,967		1,370		1,752		14,336		16,089		(4,987	)		11,102		7,936
Quail Run		Garden	Oct-99		Zionsville, IN		1972		166		1,226		6,820		794		1,226		7,614		8,840		(2,272	)		6,569		5,282
Quail Woods		Garden	Oct-99		Gastonia, NC		1974		188		491		4,650		692		491		5,342		5,833		(1,014	)		4,818		3,342
Ramblewood Apartments (MI)		Garden	Dec-99		Grand Rapids, MI		1973		1,698		9,500		61,770		8,909		9,500		70,679		80,179		(13,750	)		66,430		33,136
Randol Crossing		Garden	Dec-00		Fort Worth, TX		1984		160		698		4,691		273		698		4,964		5,662		(2,067	)		3,595		2,979
Raven Hill		Garden	Jan-01		Burnsville, MN		1971		304		4,468		9,557		1,171		4,468		10,728		15,197		(4,751	)		10,446		11,607
Ravensworth Towers		High Rise	Jun-04		Annandale, VA		1974		219		1,830		18,794		187		1,830		18,981		20,811		(6,884	)		13,927		15,227
Reflections		Garden	Apr-02		Indianapolis, IN		1970		582		1,243		18,504		10,202		1,243		28,706		29,949		(7,141	)		22,808		13,215
Reflections (Casselberry)		Garden	Oct-02		Casselberry, FL		1984		336		3,235		11,977		795		3,235		12,772		16,006		(2,565	)		13,441		10,700
Reflections (Tampa)		Garden	Sep-00		Tampa, FL		1988		348		8,102		13,499		1,680		8,102		15,179		23,281		(2,170	)		21,112		13,500
Reflections (Virginia Beach)		Garden	Sep-00		Virginia Beach, VA		1987		480		16,178		13,746		2,322		16,178		16,068		32,246		(3,366	)		28,879		25,109
Reflections (West Palm Beach)		Garden	Oct-00		West Palm Beach, FL		1986		300		5,649		9,972		1,561		5,649		11,533		17,183		(2,098	)		15,085		10,020
Regency Oaks		Garden	Oct-99		Fern Park, FL		1965		343		1,164		10,844		3,577		1,164		14,420		15,585		(6,272	)		9,313		6,946
Ridgecrest		Garden	Dec-96		Denton, TX		1983		152		296		1,359		1,566		296		2,925		3,221		(159	)		3,062		3,869
Ridgewood (La Loma)		Garden	Mar-02		Sacramento, CA		1980		75		700		2,804		160		700		2,965		3,665		(252	)		3,413		2,059
Ridgewood Towers		High Rise	Mar-02		East Moline, IL		1977		140		700		2,803		314		700		3,117		3,817		(422	)		3,395		2,091
River Bend		Garden	Jul-01		Arlington, TX		1983		201		895		4,139		1,015		895		5,154		6,049		(1,803	)		4,246		3,965
River Reach		Garden	Sep-00		Naples, FL		1986		556		18,008		18,337		2,746		18,008		21,083		39,091		(4,702	)		34,389		24,000
Rivercreek		Garden	Apr-00		Augusta, GA		1980		224		667		6,944		1,215		667		8,159		8,826		(1,918	)		6,909		3,482
Rivercrest		Garden	Oct-99		Atlanta, GA		1970		312		2,327		16,415		2,519		2,327		18,934		21,261		(4,963	)		16,298		11,002

F-53


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Riverloft Apartments		High Rise	Oct-99		Philadelphia, PA		1910		184		2,120		11,287		29,579		2,120		40,866		42,986		(6,598	)		36,388		24,534
Rivers Edge		Garden	Jul-00		Auburn, WA		1976		120		721		4,991		341		721		5,332		6,053		(1,981	)		4,072		3,581
Riverside		Mid Rise	Jul-94		Littleton, CO		1987		248		1,956		8,427		2,540		1,956		10,966		12,922		(4,208	)		8,714		8,703
Riverside Park		High Rise	Apr-00		Alexandria ,VA		1973		1,222		8,402		70,251		9,740		8,402		79,991		88,393		(28,723	)		59,670		54,135
Riverwalk		Garden	Dec-95		Little Rock, AR		1988		262		1,075		8,863		2,279		1,075		11,142		12,217		(3,658	)		8,559		5,287
Riverwind at St. Andrews		Garden	Apr-02		Columbia, SC		1984		160		1,265		4,370		104		1,265		4,474		5,739		(656	)		5,083		4,691
Riverwood (IN)		Garden	Oct-00		Indianapolis, IN		1978		120		1,048		3,424		824		1,048		4,248		5,296		(903	)		4,393		3,719
Rocky Creek		Garden	Oct-99		Augusta, GA		1979		120		450		3,702		401		450		4,104		4,554		(1,623	)		2,931		2,231
Rosecroft Mews		Garden	Apr-01		Ft. Washington, MD		1966		304		3,134		10,239		1,851		3,134		12,089		15,223		(3,326	)		11,898		8,653
Rosedale Court Apartments		Garden	Mar-04		Dawson Springs, KY		1981		40		196		1,178		14		196		1,192		1,388		(283	)		1,104		939
Rosewood		Garden	Mar-02		Camarillo, CA		1976		150		12,128		8,060		1,005		12,128		9,065		21,193		(1,117	)		20,076		7,867
Round Barn		Garden	Mar-02		Champaign, IL		1979		156		1,120		4,387		309		1,120		4,696		5,816		(618	)		5,198		4,163
Royal Crest Estates (Fall River)		Garden	Aug-02		Fall River, MA		1974		216		5,832		12,044		740		5,832		12,783		18,616		(1,843	)		16,773		10,671
Royal Crest Estates (Marlborough)		Garden	Aug-02		Marlborough, MA		1970		473		21,358		32,605		918		21,358		33,523		54,881		(4,517	)		50,365		32,575
Royal Crest Estates (Nashua)		Garden	Aug-02		Nashua, MA		1970		902		68,231		45,562		2,052		68,231		47,613		115,844		(6,606	)		109,238		57,246
Royal Crest Estates (North Andover)		Garden	Aug-02		North Andover, MA		1970		588		51,292		36,808		3,583		51,292		40,391		91,682		(6,432	)		85,251		50,525
Royal Crest Estates (Warwick)		Garden	Aug-02		Warwick, RI		1972		492		22,433		24,095		1,327		22,433		25,422		47,855		(3,394	)		44,461		26,789
Royal Palms		Garden	Jul-94		Mesa, AZ		1985		152		832		4,569		1,018		832		5,587		6,419		(2,014	)		4,405		2,691
Runaway Bay		Garden	Jul-02		Pinellas Park, FL		1986		192		2,013		7,386		225		2,013		7,611		9,624		(1,041	)		8,583		4,575
Runaway Bay (CA)		Garden	Oct-00		Antioch, CA		1986		280		12,700		10,499		1,154		12,700		11,653		24,353		(2,465	)		21,888		12,100
Runaway Bay (FL)		Garden	Oct-00		Lantana, FL		1987		404		6,089		16,052		1,856		6,089		17,908		23,997		(3,218	)		20,779		12,458
Runaway Bay (MI)		Garden	Oct-00		Lansing, MI		1987		288		2,139		6,559		1,459		2,139		8,018		10,157		(2,064	)		8,093		8,725
Runaway Bay (NC)		Garden	Oct-00		Charlotte, NC		1985		280		2,270		9,858		1,626		2,270		11,485		13,754		(2,112	)		11,642		8,197
Runaway Bay (Virginia Beach)		Garden	Nov-04		Virginia Beach, VA		1985		440		4,692		20,645		63		4,692		20,708		25,400		(1,927	)		23,473		18,061
Runawaybay I		Garden	Sep-03		Columbus, OH		1982		304		2,309		11,980		739		2,309		12,720		15,029		(3,947	)		11,082		10,699
Saddlebrook		Garden	Oct-02		Norcross, GA		1985		305		4,049		11,370		692		4,049		12,062		16,112		(1,529	)		14,582		9,685
Salem Park		Garden	Apr-00		Ft. Worth, TX		1984		168		661		4,122		810		661		4,932		5,593		(1,562	)		4,032		2,938
Sand Castles Apartments		Garden	Oct-97		League City, TX		1987		138		977		5,542		1,024		977		6,566		7,543		(1,917	)		5,626		2,498
Sandpiper		Garden	Apr-00		St. Petersburg, FL		1984		276		1,578		9,379		1,281		1,578		10,660		12,238		(3,460	)		8,777		3,950
Sandpiper Cove		Garden	Dec-97		Boynton Beach, FL		1987		416		3,511		21,396		3,246		3,511		24,642		28,153		(6,163	)		21,990		11,634
Sands Point Apartments		Garden	Jan-00		Phoenix, AZ		1985		432		2,247		15,496		1,523		2,247		17,019		19,266		(6,387	)		12,879		8,929
Sandwich Manor		Mid Rise	Mar-02		Sandwich, IL		1980		90		450		1,799		207		450		2,006		2,456		(188	)		2,268		1,280
Sandy Hill Terrace		High Rise	Mar-02		Norristown, PA		1980		175		1,650		6,599		1,172		1,650		7,771		9,421		(853	)		8,567		4,605
Savannah Trace		Garden	Mar-01		Shaumburg, IL		1986		368		14,185		20,726		1,071		14,185		21,797		35,982		(4,142	)		31,840		22,971
Sawgrass		Garden	Jul-97		Orlando, FL		1986		208		1,442		8,137		1,747		1,442		9,883		11,325		(2,876	)		8,449		3,246
Scandia		Garden	Oct-00		Indianapolis, IN		1977		444		10,707		9,852		2,267		10,707		12,119		22,826		(3,031	)		19,796		13,212
Scotch Pines East		Garden	Jul-00		Ft. Collins, CO		1977		102		462		4,890		180		462		5,070		5,531		(2,038	)		3,493		2,800
Seaside Point Condominiums		Garden	Nov-96		Galveston, TX		1985		102		513		3,045		4,144		513		7,188		7,701		(1,264	)		6,437		1,708
Shadetree		Garden	Oct-97		Tempe, AZ		1965		123		591		3,359		1,412		591		4,772		5,363		(1,579	)		3,784		1,660
Shadow Creek (AZ)		Garden	May-98		Phoenix, AZ		1984		266		2,016		11,886		1,209		2,016		13,095		15,111		(3,956	)		11,154		5,834
Shadow Lake		Garden	Oct-97		Greensboro, NC		1988		136		1,054		5,978		1,138		1,054		7,116		8,170		(2,016	)		6,154		2,607
Sharp-Leadenhall I		Town Home	Mar-04		Baltimore, MD		1981		155		1,428		5,427		113		1,428		5,540		6,968		(839	)		6,129		5,838
Sharp-Leadenhall II		Town Home	Sep-03		Baltimore, MD		1981		37		173		1,636		230		173		1,866		2,039		(685	)		1,355		1,195
Shenandoah Crossing		Garden	Sep-00		Fairfax, VA		1984		640		18,784		57,197		2,689		18,784		59,886		78,671		(13,131	)		65,539		31,615
Sheraton Towers		High Rise	Mar-02		High Point, NC		1981		97		525		2,159		205		525		2,365		2,890		(244	)		2,645		3,347
Shoreview		Garden	Oct-99		San Francisco, CA		1976		156		510		8,732		8,970		510		17,703		18,213		(4,194	)		14,019		3,622
Signal Pointe		Garden	Oct-99		Winter Park, FL		1971		368		1,489		12,685		2,123		1,489		14,808		16,297		(5,161	)		11,137		7,977
Signature Point Apartments		Garden	Nov-96		League City, TX		1994		304		2,810		17,579		1,504		2,810		19,083		21,893		(3,612	)		18,281		8,596

F-54


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Silver Ridge		Garden	Oct-98		Maplewood, MN		1986		186		777		3,776		1,271		777		5,047		5,824		(1,613	)		4,211		4,525
Snowden Village I		Garden	Oct-99		Fredericksburg, VA		1970		132		668		4,242		546		668		4,788		5,456		(1,535	)		3,921		4,177
Snowden Village II		Garden	Oct-99		Fredericksburg, VA		1980		122		608		4,019		389		608		4,408		5,016		(1,357	)		3,660		2,301
Snug Harbor		Garden	Dec-95		Las Vegas, NV		1990		64		751		2,859		988		751		3,847		4,598		(1,379	)		3,219		2,075
Somerset at The Crossing		Garden	Sep-00		Tucker, GA		1989		264		6,512		11,894		1,381		6,512		13,276		19,788		(2,847	)		16,940		10,000
Somerset Lakes		Garden	May-99		Indianapolis, IN		1974		360		3,436		19,668		1,508		3,436		21,176		24,612		(5,740	)		18,872		12,580
Somerset Village		Garden	May-96		West Valley City, UT		1985		486		4,315		16,727		3,890		4,315		20,617		24,932		(6,821	)		18,110		10,477
South Bay Villa		Garden	Mar-02		Los Angeles, CA		1981		80		690		2,770		315		690		3,085		3,775		(485	)		3,290		3,027
South Park		Garden	Mar-02		Elyria, OH		1970		138		200		931		403		200		1,334		1,534		(244	)		1,290		612
South Willow		Garden	Jul-94		West Jordan, UT		1987		440		2,224		12,075		3,289		2,224		15,364		17,588		(5,853	)		11,736		8,398
Southridge		Garden	Dec-00		Greenville, TX		1984		160		694		4,416		1,010		694		5,426		6,120		(1,928	)		4,192		3,466
Spectrum Pointe		Garden	Jul-94		Marietta, GA		1984		196		1,029		5,651		2,190		1,029		7,842		8,871		(3,044	)		5,827		4,243
Springhill Lake		Garden	Apr-00		Greenbelt, MD		1969		2,899		14,190		99,383		20,889		14,190		120,272		134,463		(34,023	)		100,440		113,500
Springhouse (GA)		Garden	Oct-02		Augusta, GA		1985		244		2,030		7,397		239		2,030		7,636		9,666		(889	)		8,777		7,230
Springhouse (KY)		Garden	Mar-04		Lexington, KY		1986		224		2,083		7,181		93		2,083		7,275		9,358		(980	)		8,378		6,797
Springhouse (SC)		Garden	Oct-02		North Charleston, SC		1986		248		3,543		10,331		166		3,543		10,498		14,041		(1,652	)		12,388		8,600
Springhouse (TX)		Garden	Oct-02		Dallas, TX		1983		372		3,532		10,150		1,074		3,532		11,224		14,756		(1,750	)		13,006		10,300
Springhouse at Newport		Garden	Jul-02		Newport News, VA		1986		432		5,507		14,499		743		5,507		15,242		20,749		(4,362	)		16,388		16,600
Springhouse I		Garden	Mar-04		Winston-Salem, NC		1984		249		1,742		6,278		125		1,742		6,403		8,145		(982	)		7,163		6,473
Springhouse II		Garden	Oct-02		Winston-Salem, NC		1984		184		1,154		5,912		457		1,154		6,369		7,522		(742	)		6,780		4,902
Springwoods at Lake Ridge		Garden	Jul-02		Lake Ridge, VA		1984		180		2,797		9,360		138		2,797		9,497		12,294		(2,013	)		10,281		7,266
Spyglass		Garden	Oct-02		Indianapolis, IN		1979		120		986		3,985		411		986		4,396		5,383		(928	)		4,455		2,892
Spyglass at Cedar Cove		Garden	Sep-00		Lexington Park, MD		1985		152		3,289		5,097		663		3,289		5,760		9,049		(1,165	)		7,884		4,381
Stafford		High Rise	Oct-02		Baltimore, MD		1889		96		706		4,032		510		706		4,543		5,249		(1,296	)		3,953		—
Steeplechase		Garden	Oct-00		Williamsburg, VA		1986		220		7,695		8,055		943		7,695		8,997		16,693		(1,834	)		14,858		12,425
Steeplechase (MD)		Garden	Sep-00		Largo, MD		1986		240		3,733		16,111		857		3,733		16,968		20,701		(3,008	)		17,693		11,947
Steeplechase (OH)		Garden	May-99		Loveland, OH		1988		272		1,975		9,264		1,187		1,975		10,451		12,426		(2,927	)		9,499		7,507
Steeplechase (TX)		Garden	Jul-02		Plano, TX		1985		368		6,539		9,596		579		6,539		10,175		16,714		(1,054	)		15,660		14,200
Steeplechase (VA)		Garden	Oct-02		Fredricksburg, VA		1985		156		4,358		4,746		210		4,358		4,956		9,314		(549	)		8,765		5,035
Sterling Apartment Homes, The		Garden	Oct-99		Philadelphia, PA		1962		536		9,034		53,042		4,413		9,034		57,455		66,489		(17,496	)		48,993		21,365
Sterling Village		Garden	Mar-02		San Bernadino, CA		1983		80		1,177		2,925		88		1,177		3,013		4,190		(350	)		3,840		1,973
Stirling Court Apartments		Garden	Nov-96		Houston, TX		1984		228		913		4,953		1,536		913		6,489		7,402		(1,499	)		5,903		4,038
Stone Creek Club		Garden	Sep-00		Germantown, MD		1984		240		13,808		9,347		1,695		13,808		11,042		24,850		(3,479	)		21,371		12,091
Stone Point Village		Garden	Dec-99		Fort Wayne, IN		1980		296		1,805		8,636		1,805		1,805		10,442		12,247		(2,136	)		10,110		5,432
Stonebrook		Garden	Jun-97		Sanford, FL		1991		244		1,582		8,587		2,373		1,582		10,959		12,541		(3,311	)		9,230		6,493
Stonebrook II		Garden	Mar-99		Sanford, FL		1998		112		488		8,736		187		488		8,922		9,410		(988	)		8,423		3,419
Stonegate Village		Garden	Oct-00		New Castle, IN		1970		122		152		2,286		377		152		2,664		2,815		(276	)		2,539		726
Stoney Brook Apartments		Garden	Nov-96		Houston, TX		1972		113		275		1,865		1,172		275		3,037		3,312		(449	)		2,863		2,328
Stonybrook		Garden	May-98		Tucson, AZ		1983		411		2,167		12,670		1,392		2,167		14,062		16,229		(4,356	)		11,873		5,598
Stratford, The (TX)		Garden	May-98		San Antonio, TX		1979		269		1,825		10,748		1,267		1,825		12,015		13,840		(3,792	)		10,048		4,990
Strawbridge Square		Garden	Oct-99		Alexandria, VA		1979		128		662		3,508		2,177		662		5,685		6,347		(737	)		5,610		7,709
Sugar Bush		Garden	Oct-02		Muncie, IN		1981		240		1,423		7,078		415		1,423		7,493		8,916		(1,589	)		7,327		5,561
Summit Creek		Garden	May-98		Austin, TX		1985		164		1,212		6,037		671		1,212		6,708		7,920		(1,503	)		6,418		3,336
Sun Lake		Garden	May-98		Lake Mary, FL		1986		600		4,551		25,543		3,425		4,551		28,967		33,518		(8,670	)		24,849		13,536
Sun River Village		Garden	Oct-99		Tempe, AZ		1981		334		1,864		13,867		1,409		1,864		15,276		17,140		(5,727	)		11,413		9,128
Sunbury Downs Apartments		Garden	Nov-96		Houston, TX		1982		240		937		6,059		1,625		937		7,684		8,621		(1,802	)		6,819		4,572
Sunlake		Garden	Sep-98		Brandon, FL		1986		88		610		4,062		706		610		4,768		5,378		(1,601	)		3,777		2,365
Sunland Terrace		Garden	Mar-02		Phoenix, AZ		1984		80		490		1,963		204		490		2,167		2,657		(318	)		2,338		2,169
Sunrunner		Garden	Jan-00		St. Petersburg, FL		1980		200		693		6,854		581		693		7,435		8,128		(3,053	)		5,075		4,263
Sunset Village		Garden	Jul-98		Oceanside, CA		1987		114		1,127		6,395		856		1,127		7,252		8,379		(1,888	)		6,491		7,802

F-55


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Sunstone		Garden	Jul-01		Chapel Hill, NC		1985		260		5,976		9,058		744		5,976		9,802		15,778		(1,950	)		13,828		10,905
Swiss Village Apartments		Garden	Nov-96		Houston, TX		1972		360		1,760		9,325		7,358		1,760		16,682		18,442		(3,024	)		15,419		6,500
Sycamore Creek		Garden	Apr-00		Cincinnati ,OH		1978		295		1,990		9,643		2,558		1,990		12,201		14,190		(2,964	)		11,226		7,543
Talbot Woods		Garden	Sep-04		Middleboro, MA		1969		121		5,612		4,719		28		5,612		4,747		10,359		(71	)		10,288		—
Tamarac Pines I		Garden	Nov-04		Woodlands, TX		1979		144		227		2,294		24		227		2,317		2,545		(517	)		2,028		2,118
Tamarac Pines II		Garden	Nov-04		Woodlands, TX		1980		156		291		2,714		35		291		2,749		3,041		(626	)		2,415		2,469
Tamarac Village		Garden	Apr-00		Denver, CO		1979		564		3,460		21,675		2,844		3,460		24,519		27,979		(8,236	)		19,743		19,225
Tar River Estates		Garden	Oct-99		Greenville, NC		1969		220		1,292		14,039		2,703		1,292		16,742		18,034		(3,660	)		14,374		4,823
Tatum Gardens		Garden	May-98		Phoenix, AZ		1985		128		1,323		7,155		683		1,323		7,838		9,161		(2,739	)		6,423		3,451
The Parkways		Garden	Jun-04		Chicago, IL		1925		446		3,769		23,257		1,744		3,769		25,001		28,770		(1,909	)		26,861		24,815
The Tempo		High Rise	Sep-04		New York, NY		1928		202		68,320		12,140		13		68,320		12,153		80,473		(87	)		80,386		32,969
Tide Mill		Garden	Oct-02		Salisbury, MD		1987		104		1,012		4,427		190		1,012		4,617		5,628		(683	)		4,946		2,591
Timber Ridge		Garden	Oct-99		Sharonville, OH		1972		248		1,184		8,077		960		1,184		9,036		10,220		(2,604	)		7,616		5,200
Timbermill		Garden	Oct-95		San Antonio, TX		1982		296		778		4,457		2,056		778		6,512		7,290		(2,325	)		4,966		2,958
Timbertree		Garden	Oct-97		Phoenix, AZ		1980		387		2,292		13,000		2,583		2,292		15,583		17,875		(4,680	)		13,195		6,359
Tompkins Terrace		Garden	Oct-02		Beacon, NY		1974		193		872		4,943		899		872		5,843		6,715		(607	)		6,107		3,025
Township At Highlands		Garden	Nov-96		Littleton, CO		1986		161		1,825		9,773		3,531		1,825		13,305		15,130		(3,464	)		11,666		—
Trails		Garden	Apr-02		Nashville, TN		1985		248		687		10,261		275		687		10,536		11,223		(4,507	)		6,716		4,063
Trails of Ashford		Garden	May-98		Houston, TX		1979		514		2,650		14,985		2,605		2,650		17,590		20,240		(5,380	)		14,860		7,595
Treehouse II Apartments		Garden	Jan-00		College Station, TX		1982		156		510		3,915		273		510		4,187		4,697		(1,110	)		3,587		1,587
Treetops		Garden	Mar-01		San Bruno, CA		1987		308		3,762		62,460		1,954		3,762		64,413		68,176		(10,227	)		57,949		34,692
Trestletree Village		Garden	Mar-02		Atlanta, GA		1981		188		1,150		4,655		464		1,150		5,119		6,269		(675	)		5,594		4,039
Trinity Apartments		Garden	Dec-97		Irving, TX		1985		496		2,052		12,387		2,493		2,052		14,880		16,932		(3,966	)		12,966		6,270
Trinity Place		Garden	Oct-02		Middletown, OH		1982		200		1,459		7,700		153		1,459		7,853		9,312		(845	)		8,467		6,071
Twentynine Palms		Garden	Mar-02		Twenty-Nine Palms, CA		1983		48		310		1,247		120		310		1,367		1,677		(193	)		1,484		1,479
Twin Lake Towers		High Rise	Oct-99		Westmont, IL		1969		399		2,511		19,878		4,861		2,511		24,739		27,250		(10,605	)		16,644		11,461
Twin Lakes Apartments		Garden	Apr-00		Palm Harbor, FL		1986		262		2,024		12,785		1,401		2,024		14,186		16,210		(4,505	)		11,706		6,531
University Woods II		Garden	Oct-02		Fairborn, OH		1983		42		340		2,054		38		340		2,091		2,432		(688	)		1,744		1,226
Van Nuys Apartments		High Rise	Mar-02		Los Angeles, CA		1981		299		4,337		16,377		688		4,337		17,065		21,402		(1,809	)		19,593		17,302
Vantage Pointe		Mid Rise	Aug-02		Swampscott, MA		1987		96		4,749		10,089		529		4,749		10,618		15,367		(1,333	)		14,034		9,106
Ventura Landing		Garden	Oct-02		Orlando, FL		1973		184		830		8,279		480		830		8,759		9,589		(3,683	)		5,906		3,871
Verandahs at Hunt Club		Garden	Jul-02		Apopka, FL		1985		210		1,877		8,400		307		1,877		8,708		10,585		(382	)		10,203		7,315
Versailles		Garden	Apr-02		Fort Wayne, IN		1969		156		370		6,117		366		370		6,483		6,854		(2,158	)		4,696		2,308
Victory Square		Garden	Mar-02		Canton, OH		1975		81		215		889		162		215		1,052		1,267		(175	)		1,091		920
Villa Del Sol		Garden	Mar-02		Norwalk, CA		1972		120		7,294		4,861		804		7,294		5,665		12,959		(709	)		12,249		4,796
Villa Hermosa Apartments		Mid Rise	Oct-02		New York, NY		1920		272		1,821		10,307		1,498		1,821		11,805		13,626		(3,175	)		10,451		7,791
Villa La Paz		Garden	Jun-98		Sun City, CA		1990		96		573		3,370		487		573		3,857		4,430		(976	)		3,454		2,895
Villa Nova Apartments		Garden	Apr-00		Indianapolis, IN		1972		126		628		3,732		865		628		4,597		5,225		(792	)		4,433		—
Village Creek at Brookhill		Garden	Jul-94		Westminster, CO		1987		324		2,446		13,261		2,873		2,446		16,134		18,580		(5,986	)		12,594		13,649
Village Crossing		Garden	May-98		W. Palm Beach, FL		1986		189		1,618		9,757		1,439		1,618		11,196		12,814		(3,306	)		9,508		7,000
Village East		Garden	Jul-00		Colorado Springs, CO		1972		137		873		5,819		769		873		6,588		7,461		(2,415	)		5,047		2,150
Village Gardens		Garden	Oct-99		Fort Collins, CO		1973		141		883		5,996		563		883		6,559		7,442		(2,217	)		5,225		4,061
Village Green Altamonte Springs		Garden	Oct-02		Altamonte Springs, FL		1970		164		571		6,577		253		571		6,830		7,402		(2,407	)		4,995		3,284
Village Grove		Garden	Mar-02		Corona, CA		1974		104		2,722		5,985		668		2,722		6,652		9,374		(797	)		8,578		3,552
Village in the Woods		Garden	Jan-00		Cypress, TX		1983		530		2,172		17,600		2,227		2,172		19,828		22,000		(6,934	)		15,065		12,858
Village of Pennbrook		Garden	Oct-98		Levitown, PA		1970		722		5,651		42,902		1,994		5,651		44,897		50,548		(11,598	)		38,951		27,855
Village, The		Garden	Jan-00		Barndon, FL		1986		112		572		5,714		630		572		6,344		6,916		(2,107	)		4,809		3,377
Villas (VA)		Garden	Mar-00		Portsmouth, VA		1977		196		689		4,519		496		689		5,015		5,704		(1,852	)		3,853		2,522
Villas at Little Turtle		Garden	Sep-00		Westerville, OH		1985		160		1,330		5,513		705		1,330		6,218		7,548		(1,100	)		6,448		5,701

F-56


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Villas at Park La Brea, The		Garden	Mar-02		Los Angeles, CA		2002		250		8,621		48,871		175		8,621		49,045		57,666		(3,359	)		54,307		37,431
Vinings Peak		Garden	Jan-00		Atlanta, GA		1980		280		1,823		15,110		1,048		1,823		16,158		17,980		(6,210	)		11,771		8,084
Vista Del Lagos		Garden	Dec-97		Chandler, AZ		1986		200		916		4,840		1,423		916		6,263		7,179		(1,880	)		5,299		3,670
Vista Park Chino		Garden	Mar-02		Chino, CA		1983		40		380		1,521		160		380		1,681		2,061		(238	)		1,823		1,700
Vista Ventana		Garden	May-98		Phoenix, AZ		1982		275		1,850		10,869		1,230		1,850		12,099		13,949		(3,651	)		10,299		5,365
Walden Village		Garden	May-99		Clarkston, GA		1972		372		2,045		11,498		3,454		2,045		14,952		16,997		(3,980	)		13,017		10,141
Walnut Springs		Garden	Dec-96		San Antonio, TX		1983		224		969		5,119		1,633		969		6,752		7,721		(2,769	)		4,952		3,527
Wasco Arms		Garden	Mar-02		Wasco, CA		1982		78		625		2,519		359		625		2,879		3,504		(434	)		3,069		3,136
Washington Square West		Mid-Rise	Sep-04		Philadelphia, PA		1982		132		607		10,847		232		607		11,079		11,686		(3,240	)		8,446		5,412
Waterford Apartments, The		Garden	Nov-96		Houston, TX		1984		312		983		6,801		2,330		983		9,131		10,114		(2,108	)		8,006		4,710
Waterford Village		Garden	Aug-02		Bridgewater, MA		1971		588		28,585		28,102		1,185		28,585		29,286		57,871		(4,712	)		53,159		35,321
Waterways Village		Garden	Jun-97		Aventura, FL		1991		180		4,504		11,064		1,933		4,504		12,996		17,500		(3,931	)		13,569		9,957
Weatherly		Garden	Oct-98		Stone Mountain, GA		1984		224		1,275		7,296		1,252		1,275		8,548		9,823		(2,346	)		7,476		4,378
Webb Bridge Crossing		Garden	Sep-04		Alpharetta, GA		1985		164		962		6,278		49		962		6,326		7,288		(1,609	)		5,679		5,594
West 135th Street		Mid Rise	Dec-97		New York, NY		1979		198		1,212		8,031		3,047		1,212		11,077		12,290		(3,457	)		8,833		7,925
West Lafayette		Garden	Mar-04		West Lafayette, OH		1979		49		187		1,115		29		187		1,144		1,331		(131	)		1,201		896
West Lake Arms Apartments		Garden	Oct-99		Indianapolis, IN		1977		1,381		3,684		27,139		5,850		3,684		32,989		36,672		(8,377	)		28,295		11,749
West Winds		Garden	Oct-02		Orlando, FL		1985		272		1,923		12,003		520		1,923		12,523		14,445		(1,472	)		12,973		7,230
West Winds		Garden	Mar-04		Columbia, SC		1981		100		467		4,002		320		467		4,323		4,789		(1,136	)		3,653		2,251
West Woods		Garden	Oct-00		Annapolis, MD		1981		57		1,581		1,891		529		1,581		2,419		4,000		(448	)		3,552		1,760
Westgate		Garden	Oct-99		Houston, TX		1971		313		1,926		11,255		1,747		1,926		13,002		14,927		(2,924	)		12,003		7,261
Westway Village Apartments		Garden	May-98		Houston, TX		1979		326		2,921		11,384		933		2,921		12,318		15,239		(3,999	)		11,240		8,319
Westwood Terrace		Mid Rise	Mar-02		Moline, IL		1976		97		840		3,242		212		840		3,454		4,294		(372	)		3,922		2,323
Wexford Village		Garden	Aug-02		Worcester, MA		1974		264		6,339		17,939		559		6,339		18,497		24,836		(2,333	)		22,503		14,690
Whispering Pines		Garden	Oct-98		Madison, WI		1986		136		934		3,587		1,031		934		4,618		5,552		(1,426	)		4,125		3,652
White Cliff		Garden	Mar-02		Lincoln Heights, OH		1977		72		240		938		183		240		1,121		1,361		(184	)		1,177		1,028
Wickertree		Garden	Oct-97		Phoenix, AZ		1983		226		1,225		6,923		1,148		1,225		8,071		9,296		(2,328	)		6,968		3,343
Wickford		Garden	Mar-04		Henderson, NC		1983		44		251		946		7		251		952		1,204		(147	)		1,056		786
Wilderness Trail		High Rise	Mar-02		Pineville, KY		1983		124		1,010		4,048		192		1,010		4,240		5,250		(407	)		4,843		4,904
Wilkes Towers		High Rise	Mar-02		North Wilkesboro, NC		1981		72		410		1,680		204		410		1,884		2,294		(215	)		2,079		1,819
Williams Cove		Garden	Jul-94		Irving, TX		1984		260		1,227		6,659		1,835		1,227		8,494		9,721		(3,288	)		6,433		4,708
Williamsburg		Garden	May-98		Rolling Meadows, IL		1985		329		2,717		15,437		2,862		2,717		18,299		21,016		(5,376	)		15,640		10,510
Williamsburg Apartments		Garden	Oct-99		Indianapolis, IN		1974		460		1,680		16,237		1,978		1,680		18,215		19,894		(9,260	)		10,635		8,304
Williamsburg Manor		Garden	Apr-00		Cary, NC		1972		183		1,449		8,265		873		1,449		9,138		10,586		(2,955	)		7,632		4,150
Williamsburg on the Wabash		Garden	Dec-99		West Lafayette, IN		1967		473		2,835		17,185		1,805		2,835		18,991		21,826		(3,631	)		18,195		10,928
Willow Park on Lake Adelaide		Garden	Oct-99		Altamonte Springs, FL		1972		185		902		7,813		1,045		902		8,857		9,759		(3,917	)		5,842		3,512
Willowick		Garden	Oct-99		Greenville, SC		1974		180		539		4,785		524		539		5,309		5,848		(2,283	)		3,565		2,795
Willowwood		Garden	Mar-02		North Hollywood, CA		1984		19		1,051		840		42		1,051		882		1,933		(95	)		1,838		1,115
Winchester Village Apartments		Garden	Nov-00		Indianapolis, IN		1966		96		104		2,234		434		104		2,669		2,773		(420	)		2,352		—
Winddrift (IN)		Garden	Oct-00		Indianapolis, IN		1980		166		1,281		3,916		1,152		1,281		5,067		6,348		(1,041	)		5,307		4,854
Windmere		Garden	Jan-03		Houston, TX		1982		257		2,194		10,806		262		2,194		11,068		13,262		(2,547	)		10,716		5,612
Windridge		Garden	May-98		San Antonio, TX		1983		276		1,406		8,272		978		1,406		9,250		10,656		(2,942	)		7,714		5,240
Windrift (CA)		Garden	Mar-01		Oceanside, CA		1987		404		25,397		17,547		1,571		25,397		19,119		44,515		(5,239	)		39,276		28,999
Windrift (FL)		Garden	Oct-00		Orlando, FL		1987		288		3,737		10,046		1,152		3,737		11,197		14,934		(2,193	)		12,741		7,911
Windsor at South Square		Garden	Oct-99		Durham, NC		1972		230		1,331		8,352		1,019		1,331		9,371		10,701		(2,597	)		8,104		4,656
Windsor Crossing		Garden	Mar-00		Newport News, VA		1978		156		306		2,110		463		306		2,573		2,879		(1,189	)		1,690		3,216
Windsor Hills		Garden	Oct-99		Blacksburg, VA		1970		300		1,608		10,526		1,308		1,608		11,835		13,443		(3,641	)		9,802		6,148
Windsor Landing		Garden	Oct-97		Morrow, GA		1991		200		1,641		9,303		1,063		1,641		10,366		12,007		(2,970	)		9,038		4,395
Windsor Park		Garden	Mar-01		Woodbridge, VA		1987		220		4,289		16,028		718		4,289		16,746		21,035		(2,907	)		18,127		13,758
Windward at the Villages		Garden	Oct-97		W. Palm Beach, FL		1988		196		1,595		9,079		2,116		1,595		11,196		12,791		(3,161	)		9,629		3,135

F-57


																December 31, 2004
										(2)
										Initial Cost				(3)											Total Cost
			(1)											Cost Capitalized											Net of
	Property		Date			Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Accumulated
Property Name	Type		Consolidated	Location		Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation			Depreciation		Encumbrances

Winter Gardens		High Rise	Mar-04		St Louis, MO		1920		112		300		2,862		2,832		300		5,694		5,994		(65	)		5,929		4,050
Wood Lake		Garden	Jan-00		Atlanta, GA		1983		220		1,394		13,096		927		1,394		14,024		15,418		(5,448	)		9,970		7,158
Woodcreek		Garden	Oct-02		Mesa, AZ		1985		432		2,262		16,384		891		2,262		17,275		19,536		(6,846	)		12,690		11,558
Woodcrest		Garden	Dec-97		Odessa, TX		1972		80		41		229		83		41		312		353		(303	)		50		520
Woodhaven		Garden	Apr-00		Chesapeake, VA		1968		208		886		6,193		742		886		6,934		7,821		(1,335	)		6,485		5,164
Woodhill		Garden	Dec-00		Denton, TX		1984		352		1,530		10,477		1,245		1,530		11,722		13,252		(3,981	)		9,271		8,473
Woodhollow		Garden	Oct-97		Austin, TX		1974		108		658		3,728		842		658		4,571		5,229		(1,395	)		3,833		1,688
Woodland Ridge		Garden	Dec-00		Irving, TX		1984		130		600		3,763		293		600		4,056		4,656		(1,509	)		3,147		2,817
Woodland Village I		Garden	Oct-99		Columbia, SC		1970		308		1,479		11,805		1,609		1,479		13,414		14,893		(4,926	)		9,967		7,383
Woodlands (MI)		Garden	Dec-99		Battle Creek, MI		1987		76		496		3,555		291		496		3,846		4,342		(682	)		3,660		1,799
Woodlands of Tyler		Garden	Jul-94		Tyler, TX		1984		256		1,029		5,567		1,762		1,029		7,329		8,358		(2,867	)		5,491		4,233
Woodmere		Garden	Apr-00		Cincinnati, OH		1971		150		583		5,803		1,090		583		6,893		7,476		(2,318	)		5,159		—
Woodridge		Garden	Mar-04		Galloway, OH		1986		70		960		1,202		81		960		1,284		2,243		(96	)		2,147		1,305
Woods Edge		Garden	Nov-04		Indianapolis, IN		1981		190		503		6,238		42		503		6,280		6,783		(423	)		6,360		4,897
Woods of Burnsville		Garden	Nov-04		Burnsville, MN		1984		400		1,378		19,917		181		1,378		20,098		21,476		(5,604	)		15,872		16,580
Woods of Inverness		Garden	Oct-99		Houston, TX		1983		272		2,024		11,669		1,222		2,024		12,891		14,915		(4,916	)		9,999		4,692
Woodshire		Garden	Mar-00		Virginia Beach, VA		1972		288		961		5,549		1,285		961		6,834		7,795		(1,510	)		6,285		7,335
Woodside Villas		Garden	Mar-04		Arcadia, FL		1983		34		52		919		34		52		953		1,006		(128	)		877		609
Wyckford Commons		Garden	Apr-00		Indianapolis, IN		1973		248		1,799		7,775		1,496		1,799		9,271		11,070		(4,774	)		6,295		4,852
Wyntre Brook Apartments		Garden	Oct-99		West Chester, PA		1976		212		972		9,070		10,103		972		19,173		20,146		(2,778	)		17,368		10,210
Yadkin		Mid-Rise	Mar-04		Salisbury, NC		1912		67		242		1,982		75		242		2,057		2,299		(610	)		1,689		1,861
Yorktown II Apartments		High Rise	Dec-99		Lombard, IL		1973		368		2,980		18,218		1,679		2,980		19,897		22,877		(2,369	)		20,508		16,438
Yorktree		Garden	Oct-97		Carolstream, IL		1972		293		1,968		11,457		2,825		1,968		14,282		16,250		(4,177	)		12,073		5,350
Other(4)											1,125		2,044		7		1,133		2,043		3,176		(291	)		2,886		—

									167,988		2,211,101		7,157,674		1,430,983		2,211,109		8,588,649		10,799,758		(2,014,712	)		8,785,046		5,604,653


(1)	Date we acquired the property or first consolidated the partnership which owns the property.

(2)	Initial cost includes the tendering costs to acquire the minority interest share of our consolidated real estate partnerships.

(3)	Costs capitalized subsequent to acquisition includes costs capitalized since acquisition or first consolidation of the partnership/property.

(4)	Other includes land parcels and commercial properties.

F-58

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

REAL ESTATE AND ACCUMULATED DEPRECIATION

For the Years Ended December 31, 2004, 2003 and 2002


			2004			2003			2002

			(In thousands)
Real Estate
	Balance at beginning of year		$	9,846,955		$	9,458,246		$	7,293,939
	Additions during the year:
		Newly consolidated assets(1)		277,580			262,054			1,053,860
		Acquisitions		393,088			192,365			1,728,558
		Foreclosures		2,022			—			32,371
		Capital expenditures		301,937			245,528			270,096
	Deductions during the year:
		Casualty write-offs		(13,869	)		(15,404	)		(5,144	)
		Assets held for sale reclassification(2)		(7,955	)		6,275			(366,235	)
		Sales(3)		—			(302,109	)		(549,199	)

	Balance at end of year		$	10,799,758		$	9,846,955		$	9,458,246

Accumulated Depreciation
	Balance at beginning of year		$	1,701,512		$	1,489,213		$	1,390,658
	Additions during the year:
		Depreciation		346,156			304,537			244,989
		Newly consolidated assets(1)		(31,209	)		(20,960	)		122,936
	Deductions during the year:
		Casualty write-offs		(4,038	)		(7,372	)		(1,473	)
		Assets held for sale reclassification(2)		2,291			(368	)		(51,407	)
		Sales(3)		—			(63,538	)		(216,490	)

	Balance at end of year		$	2,014,712		$	1,701,512		$	1,489,213


(1)	Includes acquisition of limited partnership interests and related activity.

(2)	Represents activity on properties that have been sold or classified as held for sale that is included in the line items above.

(3)	Effective in fourth quarter 2003 and on a prospective basis, all properties sold were classified as held for sale and, therefore, reclassified in the prior period balances.

F-59

INDEX TO EXHIBITS


Exhibit No.			Description

	2	.1	Agreement and Plan of Merger, dated as of December 3, 2001, by and among Apartment Investment and Management Company, Casden Properties, Inc. and XYZ Holdings LLC (Exhibit 2.1 to Aimco’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)
	3	.1	Charter
	3	.2	Bylaws (Exhibit 3.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001, is incorporated herein by this reference)
	10	.1	Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 as amended and restated as of October 1, 1998 (Exhibit 10.8 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, is incorporated herein by this reference)
	10	.2	First Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 6, 1998 (Exhibit 10.9 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, is incorporated herein by this reference)
	10	.3	Second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 30, 1998 (Exhibit 10.1 to Amendment No. 1 to Aimco’s Current Report on Form 8-K/A, filed February 11, 1999, is incorporated herein by this reference)
	10	.4	Third Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 18, 1999 (Exhibit 10.12 to Aimco’s Annual Report on Form 10-K for the year ended December 31 1998, is incorporated herein by this reference)
	10	.5	Fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 1999 (Exhibit 10.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)
	10	.6	Fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.3 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)
	10	.7	Sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999, is incorporated herein by this reference)
	10	.8	Seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 27, 1999 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999, is incorporated herein by this reference)
	10	.9	Eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 14, 1999 (Exhibit 10.9 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)
	10	.10	Ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.10 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated hereby by reference)
	10	.11	Tenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.11 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)
	10	.12	Eleventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of January 13, 2000 (Exhibit 10.12 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)
	10	.13	Twelfth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 19, 2000 (Exhibit 10.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000, is incorporated herein by this reference)


Exhibit No.			Description

	10	.14	Thirteenth Amendment to the Third and Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 7, 2000 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2000, is incorporated herein by this reference)
	10	.15	Fourteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 12, 2000 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)
	10	.16	Fifteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)
	10	.17	Sixteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)
	10	.18	Seventeenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 10, 2000 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended September 30, 2000, is incorporated herein by this reference)
	10	.19	Eighteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 16, 2000 (Exhibit 10.19 to Aimco’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)
	10	.20	Nineteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 28, 2001 (Exhibit 10.20 to Aimco’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)
	10	.21	Twentieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 19, 2001 (Exhibit 10.21 to Aimco’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)
	10	.22	Twenty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 10, 2001 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.23	Twenty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of June 20, 2001 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.24	Twenty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 20, 2001 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.25	Twenty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 1, 2001 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.26	Twenty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.5 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.27	Twenty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.6 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)


Exhibit No.			Description

	10	.28	Twenty-seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.7 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
	10	.29	Twenty-eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 2002 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)
	10	.30	Twenty-ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 11, 2002 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)
	10	.31	Thirtieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 1, 2002 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)
	10	.32	Thirty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 10, 2002 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended March 31, 2002, is incorporated herein by this reference)
	10	.33	Thirty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 14, 2002 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, is incorporated herein by this reference)
	10	.34	Thirty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 27, 2002 (Exhibit 10.34 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2002, is incorporated herein by this reference)
	10	.35	Thirty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 29, 2003 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, is incorporated herein by this reference)
	10	.36	Thirty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 30, 2003 (Exhibit 10.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, is incorporated herein by this reference)
	10	.37	Thirty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 16, 2003 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, is incorporated herein by this reference)
	10	.38	Thirty-seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 24, 2003 (Exhibit 10.2 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, is incorporated herein by this reference)
	10	.39	Thirty-eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of January 30, 2004 (Exhibit 10.39 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2003, is incorporated herein by this reference)
	10	.40	Thirty-ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 17, 2004 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, is incorporated herein by this reference)
	10	.41	Fortieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of June 18, 2004 (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, is incorporated herein by this reference)
	10	.42	Forty-First Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 24, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated September 24, 2004, is incorporated herein by this reference)


Exhibit No.			Description

	10	.43	Forty-Second Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 30, 2004 (Exhibit 4.2 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated September 24, 2004, is incorporated herein by this reference)
	10	.44	Forty-Third Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 30, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated September 29, 2004, is incorporated herein by this reference)
	10	.45	Forty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated September 29, 2004, is incorporated herein by this reference)
	10	.46	Forty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 18, 2005 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated February 18, 2005, is incorporated herein by this reference)
	10	.47	Forty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 28, 2005 (Exhibit 4.1 to AIMCO Properties, L.P.’s Current Report on Form 8-K dated February 28, 2005, is incorporated herein by this reference)
	10	.48	Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among Aimco, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by this reference)
	10	.49	Master Indemnification Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., XYZ Holdings LLC, and the other parties signatory thereto (Exhibit 2.3 to Aimco’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)
	10	.50	Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to Aimco’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)
	10	.51	Limited Liability Company Agreement of AIMCO JV Portfolio #1, LLC dated as of December 30, 2003 by and among AIMCO BRE I, LLC, AIMCO BRE II, LLC and SRV-AJVP#1, LLC (Exhibit 10.54 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2003, is incorporated herein by this reference)
	10	.52	Employment Contract executed on July 29, 1994 by and between AIMCO Properties, L.P. and Terry Considine (Exhibit 10.44C to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by this reference)*
	10	.53	Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (October 1999) (Exhibit 10.26 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference)*
	10	.54	Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, is incorporated herein by this reference)*
	10	.55	Form of Incentive Stock Option Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.42 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 1998, is incorporated herein by this reference)*
	10	.56	Amended and Restated Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (Annex B to Aimco’s Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 1997, is incorporated herein by this reference)*
	10	.57	The 1996 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries, as amended March 20, 1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference)*
	21	.1	List of Subsidiaries


Exhibit No.			Description

	23	.1	Consent of Independent Registered Public Accounting Firm
	31	.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99	.1	Agreement re: disclosure of long-term debt instruments


(1)	Schedule and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request.

(2)	The file reference number for all exhibits is 001-13232, and all such exhibits remain available pursuant to the Records Control Schedule of the Securities and Exchange Commission.


	*	Management contract or compensatory plan or arrangement


		the implementation of a tracking system for inquiries; and standardizing our renewal communication programs. We standardized residential financial stability requirements and raised the standard across our portfolio to reduce turnover costs and improve retention. Additionally, we have implemented policies and monitoring practices to maintain our resident quality. We believe that the costs exceed the benefits when higher occupancy results from lowering of financial stability standards.

	•	Revenue Increases. We increase rents where feasible and seek to improve occupancy rates. We are also focused on the automation of on-site operations, as we believe that timely and accurate collection of property performance and resident profile data will enable us to maximize revenue through better property management and leasing decisions. We have standardized policies for new and renewal pricing with timely data and analyses by floor-plan, thereby enabling us to maximize our ability to modify pricing, even in challenging sub-markets. In addition, we intend to continue our emphasis on the quality of our on-site employees through recruiting, training and retention programs, which we believe lead to increased occupancy rates through improved customer service and enhanced performance.

	•	Controlling Expenses. Cost controls are accomplished by local focus at the ROC level and by taking advantage of economies of scale at the corporate level. As a result of the size of our portfolio and our creation of regional concentrations of properties, we have the ability to spread over a large property base fixed costs for general and administrative expenditures and certain operating functions, such as purchasing, insurance and information technology. We are currently implementing a local vendor consolidation program and an electronic procurement system to provide better ongoing control over purchasing decisions and to take advantage of volume discounts.

	•	Ancillary Services. We believe that our ownership and management of properties provide us with unique access to a customer base that allows us to provide additional services and thereby increase occupancy and rents, while also generating incremental revenue. We currently provide cable television, telephone services, appliance rental, and carport, garage and storage space rental at certain properties.


	depends primarily on the operations of the real estate owned by the limited partnerships, we believe it is consistent with the White Paper to add back such amortization, as the White Paper directs the add-back of amortization of assets uniquely significant to the real estate industry.

(3)	“Minority partners’ interest,” means minority interest in our consolidated real estate partnerships.

(4)	In accordance with GAAP, deficit distributions to minority partners are charges recognized in our income statement when cash is distributed to a non-controlling partner in a consolidated real estate partnership in excess of the positive balance in such partner’s capital account, which is classified as minority interest on our balance sheet. We record these charges for GAAP purposes even though there is no economic effect or cost. Deficit distributions to minority partners occur when the fair value of the underlying real estate exceeds its depreciated net book value because the underlying real estate has appreciated or maintained its value. As a result, the recognition of expense for deficit distributions to minority partners represents, in substance, either (a) our recognition of depreciation previously allocated to the non-controlling partner or (b) a cost related to the non-controlling partner’s share of real estate appreciation. Based on White Paper guidance that requires real estate depreciation and gains to be excluded from FFO, we add back deficit distributions and subtract related recoveries in our reconciliation of net income to FFO.

(5)	Represents our denominator for earnings per common share — diluted calculated in accordance with GAAP plus additional common share equivalents that are dilutive for FFO.