10-K405

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

OR

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

For the transition period from           to

Commission File Number 0-24497
AIMCO Properties, L.P.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

2000 South Colorado Boulevard,
Tower Two, Suite 2-1000,
Denver, CO
(Address of principal executive offices) 84-1275621
(I.R.S. Employer
Identification No.)



80222-7900
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 757-8101
Securities Registered Pursuant to Section 12(b) of the Act:

Not Applicable	Not Applicable
(Title of each class to be so registered)	(Name of each exchange on which each class to be registered)

Securities registered pursuant to Section 12(g) of the Act:

Partnership Common Units

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

      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. [X]

      As of March 8, 2001, there were 79,860,514 Partnership Common Units outstanding.

Documents Incorporated by Reference

None

TABLE OF CONTENTS

PART I
ITEM 1. Business
	2000 Developments
	Financial Information About Industry Segments
	Operating and Financial Strategies
	Growth Strategies
	Property Management Strategies
	Taxation of the Partnership
	Taxation of AIMCO
	Competition
	Regulation
	Insurance
	Employees
	ITEM 2. Properties
	ITEM 3. Legal Proceedings
	ITEM 4. Submission of Matters to a Vote of Unitholders
PART II
	ITEM 5. Market Price of and Distributions on the Registrant’s Common Units and Related Unitholder Matters.
	ITEM 6. Selected Financial Data
	ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
	ITEM 8. Financial Statements and Supplementary Data
	ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	ITEM 10. Directors and Executive Officers of the Registrant
	ITEM 11. Executive Compensation
	ITEM 12. Unit Ownership of Certain Beneficial Owners and Management
	ITEM 13. Certain Relationships and Related Transactions
PART IV
	ITEM 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
EX-23.1 Consent of Ernst & Young LLP
EX-99.1 Agreement-Disclosure of Long-Term Debt

AIMCO PROPERTIES, L.P.

TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2000

Item	Page
PART I
1.  Business		2
2000 Developments		2
Financial Information About Industry Segments		6
Operating and Financial Strategies		6
Growth Strategies		7
Property Management Strategies		8
Taxation of the Partnership		8
Taxation of AIMCO		8
Competition		9
Regulation		9
Insurance		10
Employees		10
2.  Properties		11
3.  Legal Proceedings		12
4.  Submission of Matters to a Vote of Unitholders		12
PART II
5.  Market Price of and Distributions on the Registrant’s Common Units and Related Unitholder Matters		13
6.  Selected Financial Data		14
7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
7a.  Quantitative and Qualitative Disclosures About Market Risk		26
8.  Financial Statements and Supplementary Data		26
9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		26
PART III
10.  Directors and Executive Officers of the Registrant		27
11.  Executive Compensation		28
12.  Unit Ownership of Certain Beneficial Owners and Management		30
13.  Certain Relationships and Related Transactions		31
PART IV
14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K		33

PART I

ITEM 1. Business

      AIMCO Properties, L.P. (together with its subsidiaries and other controlled entities, the “Partnership” (and together with entities in which the Partnership has a controlling financial interest, the “Company”)), is a Delaware limited partnership organized pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (as amended from time to time, or any successor to such statute, the “Act”), and is engaged in the ownership, acquisition, redevelopment, expansion, and management of multi-family apartment properties. The term of the Partnership commenced on May 16, 1994, and will continue until December 31, 2093, unless the Partnership is dissolved sooner pursuant to the provisions of the Third Amended and Restated Agreement of Limited Partnership, dated as of July 29, 1994 (the “Partnership Agreement”), or as otherwise provided by the Act. The Partnership is the operating partnership of Apartment Investment and Management Company, a Maryland corporation (“AIMCO”). AIMCO-GP, Inc., a Delaware corporation and a wholly owned subsidiary of AIMCO (the “General Partner”), is the sole general partner of the Partnership, and another wholly owned subsidiary of AIMCO, AIMCO-LP, Inc., a Delaware corporation (the “Special Limited Partner”), is a limited partner in the Partnership. As of December 31, 2000, AIMCO held an approximate 91% interest in the Partnership. AIMCO, which was formed on January 10, 1994, is a self-administered and self-managed real estate investment trust (“REIT”) that does not have any material assets or operations other than its interest in the Partnership.

      Based on apartment unit data compiled by the National Multi Housing Council, the Partnership believes that, as of December 31, 2000, it was the largest owner and manager of multi-family apartment properties in the United States. As of December 31, 2000, the Company owned or managed 326,289 apartment units in 1,720 properties located in 47 states, the District of Columbia and Puerto Rico, as follows:

• owned or controlled (consolidated) 153,872 units in 566 apartment properties;

• held an equity interest in (unconsolidated) 111,748 units in 683 apartment properties; and

• managed 60,669 units in 471 apartment properties for third party owners and affiliates.

By virtue of its aggregate 91% interest in the Partnership and its control of the General Partner, AIMCO has the ability to control all of the day-to-day operations of the Partnership. Moreover, by virtue of its ownership interest in the Partnership and the General Partner, AIMCO is able to approve amendments to the Partnership Agreement without the approval of any other limited partners of the Partnership, except for certain amendments that require the approval of all of the limited partners. AIMCO conducts substantially all of its operations through the Partnership. From time to time, the Company has formed corporations (the “Management Companies”) in which the Partnership holds non-voting preferred stock and 100% of the voting stock is owned by certain of the Company’s executive officers (or entities controlled by them), including Messrs. Considine and Kompaniez. The Management Companies were formed to engage in businesses generally not permitted to be engaged in by AIMCO under the REIT provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

      The Company’s principal executive offices are located at 2000 South Colorado Blvd., Tower Two, Suite 2-1000, Denver, Colorado 80222-7900 and its telephone number is (303) 757-8101.

2000 Developments

   Individual Property Acquisitions

      The Company directly acquired 12 apartment properties in separate transactions during 2000. The aggregate consideration paid by the Company of $136.5 million consisted of $42.7 million in cash, $26.4 million in Partnership Preferred Units (“Preferred Units”), $6.8 million in Partnership Common Units (“OP Units”) and the assumption of $60.6 million of secured long-term indebtedness. As part of these acquisitions, the Company has also determined to undertake $4.8 million of initial capital enhancements related to these properties.

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   Acquisition of Oxford Properties

      On September 20, 2000, the Company completed the purchase of all the stock and other interests (not already owned by AIMCO) held by the principals, officers and directors of Oxford Realty Financial Group, Inc. (“ORFG”) in Oxford entities, including ORFG, which own interests in and control the Oxford properties for $266 million in cash and $62 million in OP Units valued at $45 per unit. In addition to the cash and securities, the Company assumed liabilities and incurred transaction costs of $861 million, resulting in a total purchase price of $1,189 million. The Oxford properties are 167 apartment communities including 36,949 units, located in 18 states. The Company, through an affiliate, previously managed 165 of the 167 Oxford properties pursuant to long-term contracts and was previously a stockholder in certain of the entities. In addition to the Oxford properties, the Company acquired the entity that owns the managing general partner of Oxford Tax Exempt Fund II Limited Partnership (“OTEF”) and acquired approximately a 40% interest in the non-managing general partner of OTEF. The Partnership, together with NHP Management Company and AIMCO/Bethesda Holdings, Inc., borrowed $279 million to pay the cash portion of the purchase price for the Oxford acquisition from Bank of America, N.A., Lehman Commercial Paper Inc., and several other lenders, pursuant to a term loan with a total availability of $302 million.

   Tender Offers

      During 2000, the Company acquired limited partnership interests in various partnerships in which affiliates of the Company served as general partner. The Company paid approximately $195 million in cash, OP Units and Preferred Units to acquire these limited partnership interests.

   Property Dispositions

      In 2000, the Company sold 64 apartment properties, 11 commercial properties and 4 land parcels for an aggregate sales price of approximately $573.5 million. Net cash proceeds to the Company from the sales of $154.5 million were used to repay a portion of the Company’s outstanding short-term indebtedness and for other corporate purposes. The results of operations of 47 of these properties were accounted for by the Company under the equity method.

   Debt Assumptions and Financings

      In August 1999, AIMCO and the Partnership closed a $300 million revolving credit facility arranged by Bank of America, N.A., Fleet National Bank (successor to BankBoston, N.A.) and First Union National Bank with a syndicate comprised of a total of nine lender participants. Effective March 15, 2000 the credit facility was expanded by $45 million with the potential to expand it by another $55 million to a total of $400 million. Of the $55 million potential expansion, $5 million was expanded on April 14, 2000 bringing the total availability to $350 million. In September 2000, the credit facility was amended and restated. The obligations under the credit facility are secured by a first priority pledge of certain non-real estate assets of the Company and a second priority pledge of the ownership interests of the Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc., and AIMCO Holdings, L.P., in certain subsidiaries of AIMCO and certain options to purchase Beneficial Assignee Interests (“BACs”) in OTEF. Borrowings under the credit facility, including the $50 million expansion, are available for general corporate purposes. The credit facility matures in July 2002 and can be extended twice at the option of any of the Partnership, NHP Management Company or AIMCO/Bethesda Holdings, Inc. for a term of one year. The annual interest rate under the new credit facility is based on either LIBOR or a base rate, which is the higher of Bank of America’s reference rate or 0.50% over the federal funds rate, plus, in either case, an applicable margin. The margin ranges between 2.05% and 2.55%, in the case of LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans, based upon a fixed charge coverage ratio. The weighted average interest rate at December 31, 2000 was 9.16%. The amount available under the credit facility at December 31, 2000 was $95.3 million, less $1.2 million for outstanding letters of credit.

      The Partnership borrowed $279 million to pay the cash portion of the purchase price for AIMCO’s acquisition of all the stock and other interests (not already owned by AIMCO) held by the principals, officers and directors of ORFG from Bank of America, N.A., Lehman Commercial Paper Inc. and several other lenders pursuant to a term loan with a total availability of $302 million. Transaction costs (including advisory fees) incurred on the term loan were $9.4 million. The borrowers under the term loan are the Partnership, NHP Management Company and AIMCO/Bethesda Holdings, Inc., and all obligations thereunder are guaranteed by AIMCO and certain of its subsidiaries. The obligations under the term loan are secured by a first priority pledge of the ownership interests of the Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc., and AIMCO Holdings, L.P. in certain subsidiaries of AIMCO and certain options to purchase Beneficial

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Assignee Interests (“BACs”) in OTEF and a second priority pledge of certain non-real estate assets of the Company. The annual interest rate under the term loan is based either on LIBOR or a base rate which is the higher of Bank of America, N.A.’s reference rate or 0.5% over the federal funds rate, plus, in either case, an applicable margin. The margin ranges between 4.0% and 5.0% in the case of LIBOR-based loans, and between 1.0% and 2.0% in the case of base rate loans, based upon the number of months the loan is outstanding. The term loan expires in July 2002. The financial covenants contained in the term loan require the Partnership to maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, and an interest coverage ratio of 2.25 to 1.0, and a fixed charge coverage ratio of at least 1.50 to 1.0. In addition, the term loan limits AIMCO from distributing more than 80% of its Funds From Operations (as defined) (or such amounts as may be necessary for AIMCO to maintain its status as a REIT). The term loan imposes minimum net worth requirements and provides other financial covenants related to certain of AIMCO’s assets and obligations. The total amount outstanding under the term loan at December 31, 2000 was $137 million, of which $74 million is classified as secured short-term financing of the Company, and the remainder is a liability of unconsolidated subsidiaries and, therefore, is included in investment in unconsolidated subsidiaries. Effective January 1, 2001, in connection with the REIT Modernization Act, the remaining liability of $63 million will be consolidated.

      During the year ended December 31, 2000, the Company issued $636.0 million of long-term, fixed-rate, fully amortizing non-recourse mortgage notes payable with a weighted average interest rate of 7.5%. Each of the notes is individually secured by one of 107 properties with no cross-collateralization. The net proceeds after transaction costs of $625.5 million were used to repay existing debt. During the year ended December 31, 2000, the Company also assumed $60.6 million of long-term, fixed-rate, fully amortizing notes payables with a weighted average interest rate of 7.5% in connection with the acquisition of properties. Each of the notes is individually secured by one of 12 properties with no cross-collateralization.

   Equity Offerings

      The Partnership Agreement requires that, whenever AIMCO issues shares of its Class A Common Stock or its preferred stock, the proceeds from such issuances are contributed to the Partnership in exchange for an equal number of OP Units or Preferred Units, respectively. In 2000, AIMCO issued $230.0 million of preferred stock in three direct placements yielding $227 million of net proceeds. The total proceeds were contributed by AIMCO to the Partnership in exchange for similar classes of preferred units that have the same respective terms as the preferred stock detailed below. These transactions are summarized below:

					Number		Total Proceeds		Dividend or
					of		in		Distribution
Transaction	Type		Date		Shares		Millions		Rate
Class M Convertible Cumulative Preferred Stock of AIMCO		Direct		Jan. 2000		1,200,000	$	30.0		(1	)
Class N Convertible Cumulative Preferred Stock of AIMCO		Direct		Sept. 2000		4,000,000		100.0		(2	)
Class O Cumulative Convertible Preferred Stock of AIMCO		Direct		Sept. 2000		1,904,762		100.0		(3	)
GROSS PROCEEDS IN 2000							$	230.0

(1) For the period beginning January 13, 2000 through and including January 13, 2003, the holder of the Class M Preferred Stock is entitled to receive, when and as declared by the Board of Directors, annual cash dividends in an amount per share equal to the greater of (i) $2.125 per year (equivalent to 8.5% of the $25.00 liquidation preference), or (ii) the cash dividends payable on the number of shares of AIMCO Class A Common Stock (or a portion thereof) into which a share of Class M Preferred Stock is convertible. Beginning with the third anniversary of the date of original issuance, the holder of Class M Preferred Stock is entitled to receive an amount per share equal to the greater of (i) $2.3125 per year (equivalent to 9.25% of the $25.00 liquidation preference), or (ii) the cash dividends payable on the number of shares of AIMCO Class A Common Stock into which a share of Class M Preferred Stock is convertible. The 1.2 million shares of Class M Convertible Cumulative Preferred Stock outstanding are convertible into approximately 0.7 million shares of AIMCO Class A Common Stock. The Class M Preferred Units held by AIMCO have substantially similar terms as AIMCO Class M Preferred Stock. Distributions are made on the Class M Preferred Units at the same time and in the same amount as dividends paid on AIMCO Class M Preferred Stock. The Class M Preferred Units are senior to the Common OP Units as to distributions and liquidations.

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(2)

Dividends on the Class N Preferred Stock are paid in an amount per share equal to the greater of (i) $2.25 per year (equivalent to 9% per annum of the $25.00 liquidation preference), subject to increase in the event of a change in control of AIMCO or (ii) the cash dividends payable on the number of shares of AIMCO Class A Common Stock (or a portion thereof) into which a share of Class N Preferred Stock is convertible. Dividends are paid on the Class N Preferred Stock quarterly, beginning on October 1, 2000 (the initial dividend paid on the Class N Preferred Stock was $0.10 per share). The 4.0 million shares of Class N Convertible Cumulative Preferred Stock outstanding are convertible into approximately 1.9 million shares of AIMCO Class A Common Stock. The Class N Preferred Units held by AIMCO have substantially similar terms as AIMCO Class N Preferred Stock. Distributions are made on the Class N Preferred Units at the same time and in the same amount as dividends paid on AIMCO Class N Preferred Stock. The Class N Preferred Units are senior to the Common OP Units as to distributions and liquidations.

(3)

Dividends on the Class O Preferred Stock are paid in an amount per share equal to the greater of (i) $4.725 per year (equivalent to 9% per annum of the $52.50 liquidation preference), subject to increase in the event of a change in control of AIMCO or (ii) the cash dividends payable on the number of shares of AIMCO Class A Common Stock (or a portion thereof) into which a share of Class O Preferred Stock is convertible. Dividends are paid on the Class O Preferred Stock quarterly, beginning on October 1, 2000 (the initial dividend paid on the Class O Preferred Stock was $0.21 per share). The 1.9 million shares of Class O Cumulative Convertible Preferred Stock outstanding are convertible into approximately 1.9 million shares of AIMCO Class A Common Stock. The Class O Preferred Units held by AIMCO have substantially similar terms as AIMCO Class O Preferred Stock. Distributions are made on the Class O Preferred Units at the same time and in the same amount as dividends paid on AIMCO Class O Preferred Stock. The Class O Preferred Units are senior to the Common OP Units as to distributions and liquidations.

   Pending Acquisitions and Dispositions

      In the ordinary course of business, the Company engages in discussions and negotiations regarding the acquisition of apartment properties (including interests in entities that own apartment properties). The Company frequently enters into contracts and non-binding letters of intent with respect to the purchase of properties. These contracts are typically subject to certain conditions and permit the Company to terminate the contract in its sole and absolute discretion if it is not satisfied with the results of its due diligence investigation of the properties. The Company believes that such contracts essentially result in the creation of an option on the subject properties and give the Company greater flexibility in seeking to acquire properties.

      The Company is currently marketing for sale certain real estate properties in order to sell properties in the portfolio that are inconsistent with the Company’s long-term investment strategies (as determined by management from time to time). The Company does not expect to incur any material losses with respect to the sales of the properties.

   OTEF Merger

      On November 29, 2000, AIMCO and OTEF entered into a merger agreement pursuant to which OTEF would merge with a subsidiary of the Partnership. The merger closed on March 26, 2001. The Partnership owns all of the outstanding BACs in OTEF. In connection with the Oxford acquisition, AIMCO acquired interests in OTEF’s managing general partner and OTEF’s associate general partner. After the merger, the Company’s partnership interests in OTEF reflects a 1% general partner interest held by OTEF’s managing general partner and a 99% limited partner interest held by the Partnership. OTEF was a publicly traded master limited partnership that invested primarily in tax-exempt bonds issued to finance high quality apartment and senior living/health care communities, the majority of which are owned by affiliates of OTEF, including Oxford entities.

In the merger, each BAC was converted into the right to receive 0.299 shares of AIMCO’s Class A Common Stock and 0.547 shares of AIMCO’s Class P Convertible Cumulative Preferred Stock (the “Class P Preferred Stock”). In addition, the BAC holders received a special distribution of $50 million or $6.21 per BAC. The holders of the Class P Preferred Stock are entitled to receive, when and as declared by the Board of Directors, cash dividends in an amount per share equal to the greater of (i) a quarterly dividend payment of $0.5625 or (ii) the cash dividends declared on the number of shares of AIMCO Class A Common Stock into which a share of Class P Preferred Stock is convertible. Each share of Class P Preferred Stock is convertible at the option of the holder into 0.4464 shares of AIMCO Class A Common Stock. The initial conversion ratio was in excess of the fair market value of the common stock on the commitment date. The Class P Preferred Stock is senior to the AIMCO Class A Common Stock as to dividends and liquidation. Upon liquidation, dissolution, or winding up of AIMCO, before payment or distribution by AIMCO to any holders of the AIMCO Class A Common Stock, the holders of the Class P Preferred Stock are entitled to receive a liquidation preference of $25 per share, plus accumulated, accrued and unpaid dividends. The Class P

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Preferred Units issued to AIMCO have substantially similar terms as the Class P Preferred Stock.

Contribution and Management Agreement

      In order to maintain AIMCO’s qualification as a REIT under the Internal Revenue Code, AIMCO has acquired, and may in the future acquire, an interest in entities in which the Partnership does not own any interest (the “QRSs”). AIMCO and the Partnership have entered into a Contribution and Management Agreement (the “Management Agreement”), pursuant to which the Partnership has acquired from AIMCO, in exchange for interests in the Partnership, the economic benefits of the assets owned by the QRSs, and AIMCO has granted the Partnership certain rights with respect to the assets owned by the QRSs. Under the Management Agreement, the Partnership has a right of first refusal to acquire the assets owned by the QRSs for no additional consideration. Under the Management Agreement, AIMCO is obligated to contribute to the Partnership all dividends, distributions, and other proceeds received from the QRSs (excluding distributions received in respect of any interest in the Partnership). Properties owned by the QRSs and properties in which the QRSs have ownership interests are included in the consolidated financial statements of the Partnership pursuant to the Management Agreement.

Financial Information About Industry Segments

      The Company operates in one industry segment, the ownership, operation and management of a diversified portfolio of apartment properties. See the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K for financial information relating to the Company. See Footnote 21 for discussion of sources of revenues from the various components of the Company’s operations.

Operating and Financial Strategies

      The Company strives to meet its objective of providing long-term, predictable Funds From Operations (“FFO”) per OP Unit, less an allowance for capital replacements of $300 per apartment unit, by implementing its operating and financing strategies which include the following:

• Acquisition of Properties at Less Than Replacement Cost. The Company attempts to acquire properties at a significant discount to their replacement cost.

• Geographic Diversification. The Company operates in 47 states, the District of Columbia and Puerto Rico. This geographic diversification insulates the Company, to some degree, from inevitable downturns in any one market. The Company’s net income before depreciation and interest expense is earned in more than 164 local markets. In 2000, the largest single market (Washington D.C. Metro area) contributed 8.3% to net income before depreciation and interest expense, and the five largest markets contributed 30.9%.

• Market Growth. The Company seeks to operate in markets where population and employment growth are expected to exceed the national average and where it believes it can become a regionally significant owner or manager of properties.

• Product Diversification. The Company’s portfolio of apartment properties spans a wide range of apartment community types, both within and among markets, including garden and high-rise apartments, as well as corporate and student housing.

• Capital Replacement. The Company believes that the physical condition and amenities of its apartment communities are important factors in its ability to maintain and increase rental rates. The Company allocates approximately $300 annually per owned apartment unit for capital replacements, and reserves unexpended amounts for future capital replacements.

• Debt Financing. The Company’s strategy is generally to incur debt to increase its return on equity while maintaining acceptable interest coverage ratios. The Company seeks to maintain a ratio of free cash flow to combined interest expense and Preferred Unit distributions of between 2:1 and 3:1 and to match debt maturities to the character of the assets financed. For the year ended December 31, 2000, the Company was within these targets. The Company uses predominantly long-term, fixed-rate and self-amortizing non-recourse debt in order to avoid the refunding or repricing risks of short-term

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	borrowings. The Company uses short-term debt financing to fund acquisitions and generally expects to refinance such borrowings with proceeds from equity offerings or long-term debt financings. As of December 31, 2000, approximately 8% of the Company’s outstanding debt was short-term debt and 92% was long-term debt.
•	Dispositions. While the Company holds all its properties for investment, the Company sells properties when they do not meet its return on investment criteria or are located in areas where the Company does not believe that the long-term values justify the continued investment in the properties.
•	Distribution Policy. The Partnership pays distributions on its OP Units to distribute a significant portion of its profitability to its OP Unitholders. The Partnership distributed 59.9%, 61.3% and 65.7% of FFO to holders of OP Units for the years ended December 31, 2000, 1999 and 1998, respectively. It is the present policy of the Board of Directors of AIMCO, as General Partner, to increase the distribution annually in an amount equal to one-half of the projected increase in FFO, adjusted for capital replacements, subject to minimum distribution requirements applicable to REITs.

Growth Strategies

      The Company seeks growth through two primary sources — internal expansion and acquisitions.

   Internal Growth Strategies

      The Company pursues internal growth primarily through the following strategies:

• Revenue Increases. The Company increases rents where feasible and seeks to improve occupancy rates.

• Controlling Expenses. Cost reductions are accomplished by local focus on the regional operating center level and by exploiting economies of scale. As a result of the size of its portfolio and its creation of regional concentrations of properties, the Company has the ability to leverage fixed costs for general and administrative expenditures and certain operating functions, such as insurance, information technology and training, over a large property base.

• Redevelopment of Properties. The Company believes redevelopment of selected properties in superior locations provides advantages over development of new properties. The Company believes that redevelopment generally allows the Company to maintain rents comparable to new properties and, compared to development of new properties, can be accomplished with relatively lower financial risk, in less time and with reduced delays due to governmental regulation.

• Expansion of Properties. The Company believes that expansion within or adjacent to properties already owned or managed by the Company also provides growth opportunities at lower risk than new development. Such expansion can offer cost advantages to the extent common area amenities and on-site management personnel can service the property expansions. The Company’s current policy is to limit redevelopments and expansions to approximately 10% of total equity market capitalization.

• Ancillary Services. The Company believes that its ownership and management of properties provides it with unique access to a customer base that allows it to provide additional services and thereby increase occupancy, increase rents and generate incremental revenue. The Company currently provides cable television, telephone services, appliance rental, and carport, garage and storage space rental at certain properties.

   Acquisition Strategies

      The Company believes its acquisition strategies will increase profitability and predictability of earnings by increasing its geographic diversification, economies of scale and opportunities to provide ancillary services to tenants at its properties. Since AIMCO’s initial public offering in July 1994, the Company has completed numerous acquisitions, expanding its portfolio of owned or managed properties from 132 apartment properties with 29,343 units to 1,720 apartment properties with 326,289 units as of December 31, 2000. The Company acquires additional properties primarily in three ways:

• Direct Acquisitions. The Company may directly, including through mergers and other business combinations, acquire individual properties or portfolios of properties and controlling interests in

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	entities that own or control such properties or portfolios. To date, a significant portion of the Company’s growth has resulted from the acquisition of other companies that owned or controlled properties.
•	Acquisition of Managed Properties. The Company believes that its property management operations have contributed to its acquisition activities. Since AIMCO’s initial public offering, the Company has acquired from its managed portfolio 16 properties comprising 5,697 units for total consideration of $189.9 million. In addition, the Company acquired interests in 167 Oxford properties comprising 36,949 units for a total purchase price of $1,189 million.
•	Increasing its Interest in Partnerships. For properties where the Company owns a general partnership interest in the property-owning partnership, the Company may seek to acquire, subject to its fiduciary duties, the interests in the partnership held by third parties for cash or, in some cases, in exchange for OP Units. The Company has completed approximately 1,800 tender offers with respect to various partnerships and has purchased additional interests in such partnerships for cash and for OP Units.

Property Management Strategies

      The Company seeks to improve the operating results from its property management business by, among other methods, combining centralized financial control and uniform operating procedures with localized property management decision-making and market knowledge. Currently, the Company’s management operations are organized into 25 regional operating centers. Each of the regional operating centers is supervised by a Regional Vice-President.

Taxation of the Partnership

      The Partnership is treated as a “pass-through” entity for Federal income tax purposes and is not itself subject to Federal income taxation. Each partner of the partnership, however, is subject to tax on his allocable share of partnership tax items, including partnership income, gains, losses, deductions and credits (“Partnership Tax Items”) for each taxable year during which he is a partner, regardless of whether he receives any actual distributions of cash or other property from the Partnership during the taxable year. Generally, the characterization of any particular Partnership Tax Item is determined by the Partnership, rather than at the partner level, and the amount of a partner’s allocable share of such item is governed by the terms of the partnership agreement. AIMCO, the General Partner, is the “tax matters partner” of the Partnership for Federal income tax purposes. The tax matters partner is authorized, but not required, to take certain actions on behalf of the Partnership with respect to tax matters.

Taxation of AIMCO

      AIMCO has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 1994, and the Company intends to continue to operate in such a manner. AIMCO’s current and continuing qualification as a REIT depends on its ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distribution levels and diversity of stock ownership.

      If AIMCO qualifies for taxation as a REIT, it will generally not be subject to U.S. federal corporate income tax on its net 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. If AIMCO fails to qualify as a REIT in any taxable year, its taxable income will be subject to U.S. federal income tax at regular corporate rates (including any applicable alternative minimum tax). Even if AIMCO qualifies as a REIT, it may be subject to certain state and local income taxes and to U.S. federal income and excise taxes on its undistributed income.

      If in any taxable year AIMCO fails to qualify as a REIT and incurs additional tax liability, AIMCO may need to borrow funds or liquidate certain investments in order to pay the applicable tax and the Company would not be compelled to make distributions under the Internal Revenue Code. Unless entitled to relief under certain statutory provisions, AIMCO would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost. Although AIMCO currently intends to operate in a manner designed to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause AIMCO to fail to qualify as a REIT or may cause the Board of Directors to revoke AIMCO’s REIT election.

8

      AIMCO and its stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which it or they transact business or reside. The state and local tax treatment of AIMCO and its stockholders may not conform to the U.S. federal income tax treatment.

Competition

      There are numerous housing alternatives that compete with the Company’s properties in attracting residents. The Company’s properties compete directly with other multi-family rental apartments and single family homes that are available for rent or purchase in the markets in which the Company’s properties are located. The Company’s properties also compete for residents with new and existing condominiums. The number of competitive properties in a particular area could have a material effect on the Company’s ability to lease apartment units at its properties and on the rents charged. The Company competes with numerous real estate companies in acquiring, developing and managing multi-family apartment properties and seeking tenants to occupy its properties. In addition, the Company competes with numerous property management companies in the markets where the properties managed by the Company are located.

Regulation

   General

      Multi-family 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 the Company’s cash flows from operating activities. In addition, future enactment of rent control or rent stabilization laws or other laws regulating multi-family housing may reduce rental revenue or increase operating costs in particular markets.

   Laws Benefiting Disabled Persons

      Under the Americans with Disabilities Act of 1990, all places of public accommodation are required to meet certain Federal requirements related to access and use by disabled persons. These requirements became effective in 1992. A number of additional Federal, state and local laws may also require modifications to the Company’s properties, or restrict certain further renovations of the properties, with respect to access thereto by disabled persons. For example, the Fair Housing Amendments Act of 1988 requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped. 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 the Company believes that its properties are substantially in compliance with present requirements, it may incur unanticipated expenses to comply with these laws.

   Regulation of Affordable Housing

      As of December 31, 2000, the Company owned or controlled 59 properties that benefit from governmental programs intended to provide housing to people with low or moderate incomes. The Company also held an equity interest in 428 properties with a combined average ownership percentage of 28% and managed for third parties and affiliates 298 properties that benefit similarly. These programs, which are usually administered by the United States Department of Housing and Urban Development (“HUD”) or state housing finance agencies, typically provide mortgage insurance, favorable financing terms or rental assistance payments to the property owners. As a condition to 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. The Company must obtain the approval of HUD in order to manage, or acquire a significant interest in, a HUD-assisted or HUD-insured property. This approval process is commonly referred to as “2530 Clearance.”

9

   Environmental

      Various Federal, state and local laws subject property owners or operators to liability for 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 of the hazardous substances. The presence of, or the failure to properly remediate hazardous substances may adversely affect occupancy at contaminated apartment communities and the ability to sell or borrow against contaminated properties. In addition to the costs associated with investigation and remediation actions brought by governmental agencies, the presence of hazardous wastes on a property could result in personal injury or similar claims by private plaintiffs. Various laws also impose liability for the cost of removal or remediation of hazardous substances at a disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous or toxic 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 our properties, the Company could potentially be liable for environmental liabilities or costs associated with its properties or properties it may acquire or manage in the future.

Insurance

      Management believes that the Company’s properties are covered by adequate fire, earthquake, hurricane, flood and property insurance provided by reputable companies and with commercially reasonable deductibles and limits.

Employees

      The Company has a staff of employees performing various acquisition, redevelopment and management functions. The Company, through the Partnership and the Management Companies, has approximately 9,500 employees, most of whom are employed at the property level. Certain of its employees are represented by unions. The Company has never experienced a work stoppage. The Company believes it maintains satisfactory relations with its employees.

10

ITEM 2. Properties

      The Company’s properties are located in 47 states, Puerto Rico and the District of Columbia. The properties are managed by four Division Vice-Presidents controlling 25 regional operating centers. The following table sets forth information for the regional operating centers as of December 31, 2000:

			Number of		Number of
Regional Operating Center	Division		Properties		Units
Chicago, IL		Far West		62		12,414
Denver, CO		Far West		78		12,528
Kansas City, MO		Far West		76		11,255
Los Angeles, CA		Far West		98		15,623
Lansing, MI		Far West		41		8,851
Phoenix, AZ		Far West		58		13,942
				413		74,613
Allentown, PA		East		92		12,283
Columbia, SC		East		76		14,590
Greenville, SC		East		95		13,319
Philadelphia, PA		East		40		12,734
Rockville I, MD		East		39		12,761
Rockville II, MD		East		53		8,838
Tarrytown, NY		East		58		9,178
				453		83,703
Atlanta, GA		Southeast		58		11,020
Boca Raton, FL		Southeast		56		13,019
Mobile, AL		Southeast		67		11,554
Nashville, TN		Southeast		68		13,409
Orlando, FL		Southeast		62		11,793
Tampa, FL		Southeast		57		13,070
				368		73,865
Austin, TX		West		58		10,543
Columbus, OH		West		59		10,504
Dallas I, TX		West		42		8,821
Dallas II, TX		West		63		12,730
Houston, TX		West		61		14,562
Indianapolis, IN		West		61		16,247
				344		73,407
Properties not currently managed by the Company				142		20,701
				1,720		326,289

      At December 31, 2000, the Company owned or controlled 566 properties containing 153,872 units. These owned or controlled properties contain, on average, 272 apartment units, with the largest property containing 2,907 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. In addition, at December 31, 2000, the Company held an equity interest in 683 properties containing 111,748 units, and managed 471 other properties containing 60,669 units. The Company’s total portfolio of 1,720 properties contain, on average, 190 apartment units, with the largest property containing 2,907 apartment units.

      Substantially all of the properties owned or controlled by the Company are encumbered by mortgage indebtedness or serve as collateral for the Company’s indebtedness. At December 31, 2000, the Company had aggregate mortgage indebtedness totaling $4,031.4 million, which was secured by 537 properties with a combined net book value of $6,054.6 million, having an aggregate weighted average interest rate of 7.89%. As of December 31, 2000, approximately 8% of the Company’s outstanding debt was short-term debt and 92% was long-term debt. See the financial statements included elsewhere in this Annual Report on Form 10-K for additional information about the Company’s indebtedness.

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ITEM 3. Legal Proceedings

   General

      The Company is a party to various legal actions resulting from its operating activities. These actions are routine litigation and administrative proceedings arising in the ordinary course of business, some of which are covered by liability insurance, and none of which are expected to have a material adverse effect on the consolidated financial condition or results of operations of the Company and its subsidiaries taken as a whole.

   Limited Partnerships

      In connection with the Company’s acquisitions of interests in limited partnerships that own properties, the Company and its affiliates are sometimes subject to legal actions, including allegations that such activities may involve breaches of fiduciary duties to the limited partners of such partnerships or violations of the relevant partnership agreements. The Company believes it complies with its fiduciary obligations and relevant partnership agreements, and does not expect such legal actions to have a material adverse effect on the consolidated financial condition or results of operations of the Company and its subsidiaries taken as a whole. The Company may incur costs in connection with the defense or settlement of such litigation, which could adversely affect the Company’s desire or ability to complete certain transactions or otherwise have a material adverse effect on the Company and its subsidiaries.

   Pending Investigations of HUD Management Arrangements

      In July 1999, The National Housing Partnership (“NHP”) received a grand jury subpoena requesting documents relating to NHP’s management of HUD-assisted or HUD-insured multi-family projects and NHP’s operation of a group purchasing program created by NHP, known as Buyers Access. The subpoena relates to the same subject matter as subpoenas NHP received in October and December of 1997 from the HUD Inspector General. To date, neither the HUD Inspector General nor the grand jury has initiated any action against NHP or the Company or, to NHP’s or the Company’s knowledge, any owner of a HUD property managed by NHP. The Company believes that NHP’s operations and programs are in compliance, in all material respects, with all laws, rules and regulations relating to HUD-assisted or HUD-insured properties. The Company is cooperating with the investigation and does not believe that the investigation will result in a material adverse effect on the financial condition of the Company. However, as with any similar investigation, there can be no assurance that these will not result in material fines, penalties or other costs that may impact the Company’s future results of operations or cash flow.

ITEM 4. Submission of Matters to a Vote of Unitholders

      None.

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PART II

ITEM 5. Market Price of and Distributions on the Registrant’s Common Units and Related Unitholder Matters

      There is no public market for the OP Units, and the Partnership does not intend to list the OP Units on any securities exchange. In addition, the Partnership Agreement restricts the transferability of OP Units. The following table sets forth the cash distributions per OP Unit during the years ended December 31, 2000 and 1999.

	Year Ended
	December 31,
	2000		1999
1st Quarter	$	0.700	$	0.625
2nd Quarter		0.700		0.625
3rd Quarter		0.700		0.625
4th Quarter		0.700		0.625

      On March 8, 2001, there were 79,860,514 OP Units outstanding, held by 1,663 Unitholders of record.

      During the year ended December 31, 2000, the Partnership issued 2.2 million OP Units and 1.2 million Preferred Units in transactions to acquire real estate property or interests in real estate property. Each of these transactions was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof or Regulation D thereunder.

      During the year ended December 31, 2000, the Partnership issued to AIMCO, in exchange for cash, 1,200,000 Class M Preferred Units, 4,000,000 Class N Preferred Units and 1,904,762 Class O Preferred Units. All the proceeds were used to repay indebtedness or for general corporate purposes. Each of these transactions was also exempt from registration under the Securities Act, pursuant to Section 4(2) thereof or Regulation D thereunder.

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ITEM 6. Selected Financial Data

      The following selected financial data for the Company is based on 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.

		For the Year Ended December 31,
		2000			1999 (1)			1998 (1)			1997 (1)			1996 (1)
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other property revenues		$	1,051,000		$	531,883		$	373,963		$	193,006		$	100,516
Property operating expenses			(426,177	)		(213,064	)		(145,966	)		(76,168	)		(38,400	)
Owned property management expenses			(13,663	)		(1,543	)		(1,878	)		(1,353	)		(324	)
Depreciation			(323,321	)		(131,257	)		(83,908	)		(37,741	)		(19,556	)
Income from rental property operations			287,839			186,019			142,211			77,744			42,236
SERVICE COMPANY BUSINESS:
Management fees and other income from affiliates			49,692			37,799			19,396			10,033			5,945
Management and other expenses			(37,509	)		(17,033	)		(16,960	)		(10,961	)		(6,150	)
Amortization of intangibles			(6,698	)		(14,297	)		(8,735	)		(948	)		(500	)
Income (loss) from service company business			5,485			6,469			(6,299	)		(1,876	)		(705	)
General and administrative expenses			(7,813	)		(12,016	)		(10,336	)		(5,396	)		(1,512	)
Interest expense			(269,826	)		(139,124	)		(88,208	)		(51,385	)		(24,802	)
Interest income			66,241			54,782			28,170			8,676			523
Equity in earnings (losses) of unconsolidated real estate partnerships			7,618			(2,588	)		(2,665	)		(1,798	)		—
Equity in earnings (losses) of unconsolidated subsidiaries			(2,290	)		(4,595	)		6,284			3,273			—
Loss from IPLP exchange and assumption			—			(684	)		(2,648	)		—			—
Minority interest in other entities			(3,872	)		(5,788	)		(1,868	)		1,008			(111	)
Income from operations			83,382			82,475			64,641			30,246			15,629
Gain (loss) on disposition of properties			26,335			(1,785	)		4,287			2,720			44
Income before extraordinary item			109,717			80,690			68,928			32,966			15,673
Extraordinary item — early extinguishment of debt			—			—			—			(269	)		—
Net income		$	109,717		$	80,690		$	68,928		$	32,697		$	15,673
OTHER INFORMATION:
Total owned or controlled properties (end of period)			566			373			234			147			94
Total owned or controlled apartment units (end of period)			153,872			106,148			61,672			40,039			23,764
Total equity properties (end of period)			683			751			902			515			18
Total equity apartment units (end of period)			111,748			133,113			171,657			83,431			3,611
Units under management (end of period)			60,669			124,201			146,034			69,587			15,439
Basic earnings per OP Unit		$	0.53		$	0.39		$	0.80		$	1.09		$	1.05
Diluted earnings per OP Unit		$	0.52		$	0.38		$	0.78		$	1.08		$	1.04
Distributions paid per OP Unit		$	2.80		$	2.50		$	2.25		$	1.85		$	1.70
BALANCE SHEET INFORMATION:
Real estate, before accumulated depreciation		$	7,012,452		$	4,512,697		$	2,771,169		$	1,657,207		$	865,222
Real estate, net of accumulated depreciation			6,099,694			4,096,705			2,543,014			1,503,922			745,145
	Total assets		7,699,174			5,684,251			4,186,764			2,100,510			827,673
	Total indebtedness		4,360,115			2,584,289			1,601,730			808,530			522,146
Redeemable partnership units			—			—			—			197,086			96,064
Mandatorily redeemable convertible preferred securities			32,330			149,500			149,500			—			—
Partners’ Capital			2,831,964			2,486,889			2,153,335			960,176			178,462

(1) Certain reclassifications have been made to 1999, 1998, 1997 and 1996 amounts to conform with the 2000 presentation. These reclassifications represent certain eliminations of self-charged management fee income and expenses in accordance with consolidation accounting principles.

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

Overview

      The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this report and other filings under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (as well as information communicated orally or in writing between the dates of such filings) contains or may contain information that is forward looking, including, without limitation, statements regarding the effect of acquisitions, the Company’s future financial performance and the effect of government regulations. 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, terms of governmental regulations that affect the Company and interpretations of those regulations, the competitive environment in which the Company operates, financing risks, including the risk that the Company’s 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, and possible environmental liabilities, including costs which may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Company. In addition, AIMCO’s continued qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code. Readers should carefully review the Company’s financial statements and the notes thereto, as well as the risk factors described in the documents the Company files from time to time with the Securities and Exchange Commission.

      The following discussion and analysis of the results of operations and financial condition of the Company should be read in conjunction with the financial statements incorporated by reference in Item 8 of this Annual Report on Form 10-K. The following discussion of results of operations is based on net income calculated under accounting principles generally accepted in the United States. The Company, however, considers Funds From Operations, less a reserve for capital replacements, to be a more meaningful measure of economic performance.

Results of Operations

      Comparison of the Year Ended December 31, 2000 to the Year Ended December 31, 1999

Net Income

      The Company recognized net income of $109.7 million, and net income attributable to holders of OP Units of $39.5 million, for the year ended December 31, 2000, compared to net income and net income attributable to holders of OP Units of $80.7 million and $26.5 million, respectively, for the year ended December 31, 1999. Net income attributable to holders of OP Units represents net income less distributions on Preferred Units.

      The following paragraphs discuss the results of operations in detail.

   Consolidated Rental Property Operations

      The increases in consolidated rental property operations resulted from improved same store sales results, acquisitions of properties in 2000 and 1999, and the purchase of limited partnership interests from unaffiliated third parties, which gave the Company a controlling interest in partnerships owning 201 properties in 2000.

      Consolidated rental and other property revenues from the Company’s owned and controlled properties totaled $1,051.0 million for the year ended December 31, 2000, compared to $531.9 million for the year ended December 31, 1999, an increase of $519.1 million, or 97.6%. Of the $519.1 million increase, 92.4% was related to the purchase of controlling interests in limited partnerships owning 201 properties, which resulted in these properties being consolidated during 2000, 4.9% was due to improved same store sales and the remaining 2.7% was due to acquisitions of properties in 2000 and 1999.

      Consolidated property operating expenses totaled $426.2 million for the year ended December 31, 2000, compared to $213.1 million for the year ended December 31, 1999, an increase of $213.1 million, or 100.0%.

15

The purchase of controlling interests in limited partnerships owning 201 properties, which resulted in these properties being consolidated during 2000, contributed 89.0% of the increase; 3.6% was due to same store sales increases and the remaining 7.4% was due to acquisitions of properties in 2000 and 1999. Property operating expenses consist of on-site payroll costs, utilities (net of reimbursements received from tenants), contract services, turnover costs, repairs and maintenance, advertising and marketing, property taxes and insurance. The Company believes that energy costs will not have a material adverse effect on its results of operations.

      Consolidated owned property management expenses, representing the costs of managing the Company’s owned or controlled properties, totaled $13.7 million for the year ended December 31, 2000, compared to $1.5 million for the year ended December 31, 1999, an increase of $12.2 million. The increase was due to the purchase of controlling interests in limited partnerships owning 201 properties, which resulted in these properties being consolidated in 2000.

   Consolidated Service Company Business

      Income from the consolidated service company business was $5.5 million for the year ended December 31, 2000, compared to $6.5 million for the year ended December 31, 1999, a decrease of $1.0 million or 15.4%. Before consideration of the intercompany allocation of general and administrative expenses and the non-cash charge for the amortization of intangibles, the income from the consolidated service company was comparable to the prior year. The decrease in the amortization of intangibles of $7.6 million was due to property management and asset management contract intangibles that were fully amortized in 1999. The increase in the allocation of general and administrative expenses to the consolidated service company is attributable to the increase in the consolidated properties, whereby the management fee revenue is included in the consolidated service company. Accordingly, the overhead costs associated with managing these properties were reallocated from general and administrative expenses to the consolidated service company to more closely align the expenses with the revenue from the operating activity.

   Consolidated General and Administrative Expenses

      Consolidated general and administrative expenses before allocation (see allocation description above in consolidated service company business) totaled $18.1 million for the year ended December 31, 2000, compared to $14.2 million for the year ended December 31, 1999, an increase of $3.9 million, or 27.5%. The increase is due to additional professional fees incurred to support information technology enhancements and operational initiatives.

   Consolidated Interest Expense

      Consolidated interest expense, which includes the amortization of deferred finance costs, totaled $269.8 million for the year ended December 31, 2000, compared to $139.1 million for the year ended December 31, 1999, an increase of $130.7 million or 94.0%. Of the $130.7 million increase, 46.3% was due to the Company acquiring controlling interests in partnerships owning 201 properties and the subsequent consolidation of these properties. Interest expense incurred in connection with the 2000 and 1999 acquisitions (including the Oxford acquisition) contributed 47.6% of the increase. The remaining 6.1% was due to increased usage of the Company’s credit facility.

   Consolidated Interest Income

      Consolidated interest income totaled $66.2 million for the year ended December 31, 2000, compared to $54.8 million for the year ended December 31, 1999, an increase of $11.4 million or 20.8%. The $66.2 million of interest income in 2000 consisted of recurring interest income of $39.8 million and accretion of loan discounts of $26.4 million. In 1999, the $54.8 million of interest income consisted of recurring interest income of $22.4 million and accretion of loan discounts of $32.4 million. Recurring interest income increased $17.4 million as a result of the following: during 2000, (i) the Company increased notes receivable from general partner loans by approximately $81.7 million, (ii) as a result of improved property operations certain of the outstanding notes receivable in the form of general partner loans remitted cash payments on a recurring basis. The combination of these factors resulted in $11.2 million of the increase in recurring interest income. The remaining recurring interest income increase of $6.2 million resulted from higher average cash balances maintained in money market and interest bearing accounts during 2000. The Company holds investments in notes receivable which were either extended by the Company and are carried at the face amount plus accrued interest (“par value notes”) or were made by predecessors whose positions have been acquired by the Company

16

at a discount and are carried at the acquisition amount using the cost recovery method (“discounted notes”). The decrease in accretion of $6.0 million is due to fewer loans and fewer events allowing the Company to recognize accretion on certain discounted notes.

Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships

      Equity in earnings of unconsolidated real estate partnerships totaled $7.6 million for the year ended December 31, 2000, compared to a loss of $2.6 million for the year ended December 31, 1999, an increase of $10.2 million. Of the $10.2 million increase, $2.1 million is due to acquisition of interests in Oxford properties and the remaining was due to the acquisition of equity interests in better performing multi-family apartment properties where the Company owns a general partnership interest.

   Equity in Earnings (Losses) of Unconsolidated Subsidiaries

      Equity losses from unconsolidated subsidiaries totaled $2.3 million for the year ended December 31, 2000, compared to $4.6 million for the year ended December 31, 1999, a decrease of $2.3 million or 50.0%. The decrease in the equity loss from unconsolidated subsidiaries is due to interest income earned on general partner notes acquired in 2000 through the acquisition of interests in the Oxford properties.

   Minority Interest in Other Entities

      Minority interest in other entities totaled $3.9 million for the year ended December 31, 2000, compared to $5.8 million for the year ended December 31, 1999, a decrease of $1.9 million. The decrease is due to the acquisition of additional interest in various partnerships owning properties that were consolidated in 2000, thereby reducing minority interest ownership.

   Gain (Loss) on Disposition of Properties

      Gain (loss) on disposition of properties totaled $26.3 million for the year ended December 31, 2000, compared to a gain (loss) of ($1.8) million for the year ended December 31, 1999, an increase of $28.1 million. The sales in both periods are of properties that are considered by management to be inconsistent with the Company’s long-term investment strategy.

   Comparison of the Year Ended December 31, 1999 to the Year Ended December 31, 1998

Net Income

      The Company recognized net income of $80.7 million, and net income attributable to holders of OP Units of $26.5 million, for the year ended December 31, 1999, compared to net income and net income attributable to holders of OP Units of $68.9 million and $42.4 million, respectively, for the year ended December 31, 1998. Net income attributable to holders of OP Units represents net income less distributions on Preferred Units.

      The following paragraphs discuss the results of operations in detail.

   Consolidated Rental Property Operations

      The increases in consolidated rental property operations resulted from improved same store sales results, acquisitions of properties in 1999 and 1998, and through the purchase of limited partnership interests from unaffiliated third parties that gave the Company a controlling interest in partnerships owning 125 properties in 1999.

      Consolidated rental and other property revenues from the Company’s owned and controlled properties totaled $531.9 million for the year ended December 31, 1999, compared to $374.0 million for the year ended December 31, 1998, an increase of $157.9 million, or 42.2%. Of the $157.9 million increase, 49.4% was related to the purchase of controlling interests in limited partnerships owning 125 properties, which resulted in these properties being consolidated in 1999, 4.3% was due to improved same store sales and the remaining 46.3% was due to acquisitions of properties in 1999 and 1998.

      Consolidated property operating expenses totaled $213.1 million for the year ended December 31, 1999, compared to $146.0 million for the year ended December 31, 1998, an increase of $67.1 million, or 46.0%. The purchase of controlling interests in limited partnerships owning 125 properties, which resulted in these

17

properties being consolidated during 1999, contributed 47.0% of the increase; 11.4% was due to same store sales increases and the remaining 42.6% was due to acquisitions of properties in 1999 and 1998. Property operating expenses consist of on-site payroll costs, utilities (net of reimbursements received from tenants), contract services, turnover costs, repairs and maintenance, advertising and marketing, property taxes and insurance.

      Consolidated owned property management expenses, representing the costs of managing the Company’s owned or controlled properties, remained consistent with $1.5 million for the year ended December 31, 1999, compared to $1.9 million for the year ended December 31, 1998, a decrease of $0.4 million, or 21.1%.

   Consolidated Service Company Business

      Income from the consolidated service company business was $6.5 million for the year ended December 31, 1999, compared to a loss of $6.3 million for the year ended December 31, 1998, an increase of $12.8 million. Management contracts acquired in the Company’s merger with Insignia Financial Group, Inc and Insignia Properties Trust that are held by the Company contributed 22.9% of the increase. The transfer of majority-owned management contracts from the unconsolidated management companies to the Company contributed another 49.1% of the change. When the Company owns at least a 40% interest in a real estate partnership, the management contract with that real estate partnership is assigned to the Partnership, increasing the amount of revenues recognized by the consolidated service company operations.

   Consolidated General and Administrative Expenses

      Consolidated general and administrative expenses before allocation totaled $14.2 million for the year ended December 31, 1999, compared to $10.5 million for the year ended December 31, 1998, an increase of $3.7 million, or 35.2%. The increase in general and administrative expenses is primarily due to efforts to align expenses with the revenues they help generate. The results of these efforts increased the amount of expenses allocated to both consolidated and unconsolidated service company management expenses.

   Consolidated Interest Expense

      Consolidated interest expense, which includes the amortization of deferred finance costs, totaled $139.1 million for the year ended December 31, 1999, compared to $88.2 million for the year ended December 31, 1998, an increase of $50.9 million or 57.7%. Interest expense incurred in connection with the 1999 and 1998 acquisitions contributed 52.5% of the increase. Another contributing factor was the consolidation of an additional 125 properties when control was obtained resulting in 22.5% of the increase from 1998.

   Consolidated Interest Income

      Consolidated interest income totaled $54.8 million for the year ended December 31, 1999, compared to $28.2 million for the year ended December 31, 1998, an increase of $26.6 million or 94.3%. The Company holds investments in notes receivable which were either extended by the Company and are carried at the face amount plus accrued interest (“par value notes”) or were made by predecessors whose positions have been acquired by the Company at a discount and are carried at the acquisition amount using the cost recovery method (“discounted notes”). The increase in interest income was due to the recognition of interest income that had previously been deferred and portions of the related discounts for certain discounted notes. As required by generally accepted accounting principles, based upon closed or pending transactions, market conditions, and improved operations of the obligor, the collectibility of such notes is now believed by management to be probable and the amounts and timing of collections are estimable.

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Same Store Property Operating Results

      The Company defines “same store” properties as conventional apartment communities in which the Company owned greater than ten percent in the comparable periods of 2000 and 1999. Total portfolio includes same store properties plus acquisition properties and redevelopment properties. The following table summarizes the unaudited conventional rental property operations in 2000 and 1999, on a “same store” and a total portfolio basis (dollars in thousands):

	Same Store						Total Portfolio
	2000			1999			2000			1999
Properties		540			540			585			561
Apartment Units		148,069			148,069			162,329			155,287
Average Physical Occupancy		94.9	%		95.0	%		92.8	%		92.0	%
Average Rent Collected / Occupied Unit / Month	$	646		$	621		$	651		$	620
Revenues	$	825,412		$	786,795		$	912,849		$	812,773
Expenses		313,172			302,260			357,232			311,920
Net Operating Income	$	512,240		$	484,535		$	555,617		$	500,853

Funds From Operations

      The Company measures its economic profitability based on Funds From Operations (“FFO”), less a reserve for capital replacements of $300 per apartment unit. The Company’s management believes that FFO, less such a reserve, provides investors with an understanding of the Company’s ability to incur and service debt and make capital expenditures. The Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss), computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains and losses from debt restructuring and sales of property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. The Company calculates FFO based on the NAREIT definition, as further adjusted for amortization of intangibles, the non-cash deferred portion of the income tax provision for unconsolidated subsidiaries and less the payment of distributions on Preferred Units. 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 the Company’s performance or as a measure of liquidity. FFO is not necessarily indicative of cash available to fund future cash needs. In addition, there can be no assurance that the Company’s basis for computing FFO is comparable with that of other real estate investment trusts.

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      For the years ended December 31, 2000, 1999 and 1998, the Company’s FFO is calculated as follows (amounts in thousands):

		2000			1999			1998
Net Income		$	109,717		$	80,690		$	68,928
	Real estate depreciation, net of minority interests		302,109			121,084			79,869
	Real estate depreciation related to unconsolidated entities		59,360			104,754			34,765
	Amortization of intangibles		12,068			36,731			26,177
	Deferred tax provision		154			1,763			9,215
	Interest expenses on mandatorily redeemable convertible preferred securities		8,869			6,892			—
	Preferred Unit distributions		(26,112	)		(33,265	)		(20,837	)
Diluted Funds From Operations before (gain) loss  on disposition of properties			466,165			318,649			198,117
	(Gain) loss on disposition of properties		(26,335	)		1,785			(4,287	)
Diluted Funds From Operations available to OP Units,
	OP Unit equivalents	$	439,830		$	320,434		$	193,830
Weighted average number of OP Units,
	OP Unit equivalents outstanding:
	OP Units		77,073			68,828			52,798
	OP Unit equivalents		1,379			1,101			1,306
	Preferred Units convertible into OP Units		13,054			8,602			2,463
			91,506			78,531			56,567

	2000			1999			1998
Cash flow provided by operating activities	$	400,364		$	254,380		$	144,152
Cash flow used in investing activities		(546,481	)		(243,078	)		(342,541	)
Cash flow provided by financing activities		201,628			37,470			214,133

Contribution to Free Cash Flow

      The Company seeks to improve funds from operations, less a reserve for capital replacements, on a per OP Unit basis. In this regard, in addition to the year-to-year comparative discussion, the Company has provided disclosure (see Footnote 21 in the accompanying Notes to Consolidated Financial Statements) on the contribution (separated between consolidated and unconsolidated activity) to the Company’s Free Cash Flow from several components of the Company’s business, and a reconciliation of Free Cash Flow to FFO, less a reserve for capital replacements, and to net income for the year ended December 31, 2000 and 1999. The Company defines Free Cash Flow as FFO, less a reserve for capital replacements, plus interest expense and Preferred Unit distributions.

      The following table summarizes the contributors to the Company’s Free Cash Flow (in thousands)

	2000						1999
	Amount			Contr.%			Amount			Contr.%
Real estate	$	598,826			86	%	$	433,740			84	%
Service business		30,641			4	%		36,013			7	%
Interest income: recurring		42,274			6	%		23,890			5	%
Interest income: accretion of loan discount		26,409			4	%		32,460			6	%
Fee income		7,438			1	%		4,903			1	%
General and administrative expenses		(7,813	)		(1	)%		(12,016	)		(3	)%
Total Free Cash Flow	$	697,775			100	%	$	518,990			100	%

      Total Free Cash Flow contributed was $697.8 million and $519.0 million in 2000 and 1999, respectively, an increase of $178.8 million or 34.4%.

The real estate Free Cash Flow contribution was $598.8 million and $433.7 million in 2000 and 1999, respectively, an increase of $165.1 million or 38.1%. Real estate contribution to total Free Cash Flow increased to 86% in 2000 from 84% in 1999. The increase was due to improvements in property operations, acquisitions and tenders.

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      The service business contributed $30.6 million (4%) and $36.0 million (7%) to Free Cash Flow in 2000 and 1999, respectively. The decreased contribution of $5.4 million, after consideration of the increase in the intercompany allocation of general administrative expenses of $8.2 million, was due to the establishment of the new Corporate Housing program and other product enhancements.

      Consolidated recurring interest income increased $17.4 million as a result of the following: during 2000, (i) the Company increased notes receivable from general partner loans by approximately $81.7 million, (ii) as a result of improved property operations certain of the outstanding notes receivable in the form of general partner loans remitted cash payments on a recurring basis. The combination of these factors resulted in $11.2 million of the increase in recurring interest income. The remaining consolidated recurring interest income increase of $6.2 million resulted from higher average cash balances maintained in money market and interest bearing accounts during 2000. The decrease in accretion of $6.0 million is due to fewer loans and fewer events allowing the Company to recognize accretion on certain discounted notes.

      Fees contributed $7.4 million (1%) and $4.9 million (1%) to Free Cash Flow in 2000 and 1999, respectively. Fees are earned on partnership sales, refinancings and other transactions. The increase in fee income is due to increased disposition fees received from the sale of 79 properties in 2000, compared to the fees received from the sale of 63 properties in 1999. The income received from refinancing fees also increased to $4.0 million in 2000, compared to $0.6 million in 1999. The Company considers fees and interest income from notes purchased at a discount as transactional. Together, the transactional contribution was $33.8 million (5%) and $37.4 million (7%) of Free Cash Flow contribution in 2000 and 1999.

      Contributions to conventional real estate Free Cash Flow for 2000 and 1999 before adjustment for minority interest were as follows (in thousands):

	2000					1999
	Amount		Contr.%			Amount		Contr.%
Average monthly rent greater than $900 per unit	$	83,651		14	%	$	42,205		10	%
Average monthly rent $800 to $900 per unit		62,613		10	%		39,472		10	%
Average monthly rent $700 to $800 per unit		72,533		12	%		58,899		15	%
Average monthly rent $600 to $700 per unit		165,512		27	%		89,560		22	%
Average monthly rent $500 to $600 per unit		163,196		27	%		115,141		28	%
Average monthly rent below $500 per unit		61,629		10	%		58,516		15	%
Total conventional real estate contribution to Free Cash Flow       before adjustment for minority interest	$	609,134		100	%	$	403,793		100	%

      The conventional real estate contribution to Free Cash Flow was $609.1 million and $403.8 million in 2000 and 1999, respectively, an increase of $205.3 million or 50.8%. The increase was due to improvements in property operations, acquisitions and tenders.

      The changes in the composition of conventional real estate contribution resulted in an increase in contribution from properties with an average monthly rent greater than $800 per unit to 24% from 20% in 1999, and a decrease in contribution from properties with an average monthly rent below $500 per unit to 10% from 15% in 1999. The changes were due to improvements in property operations, acquisitions, tenders and dispositions.

      Footnote 21 in the accompanying Notes to Consolidated Financial Statements provides additional detail on each component of Free Cash Flow. The Company believes this disclosure is complementary to the results of operations discussed above.

Liquidity and Capital Resources

	2000			1999			1998
Cash flow provided by operating activities	$	400,364		$	254,380		$	144,152
Cash flow used in investing activities		(546,481	)		(243,078	)		(342,541	)
Cash flow provided by financing activities		201,628			37,470			214,133

      At December 31, 2000, the Company had $157.1 million in cash and cash equivalents and $126.9 million of restricted cash, primarily consisting of reserves and impounds held by lenders for capital expenditures,

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property taxes and insurance. In addition, cash, cash equivalents and restricted cash are held by partnerships and subsidiaries that are not presented on a consolidated basis. The Company’s principal demands for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital improvements, acquisitions of and investments in properties, distributions paid to its unitholders and distributions paid to limited partners. The Company considers its cash provided by operating activities to be adequate to meet short-term liquidity demands.

      In August 1999, AIMCO and the Partnership closed a $300 million revolving credit facility arranged by Bank of America, N.A., Fleet National Bank (successor to BankBoston, N.A.) and First Union National Bank with a syndicate comprised of a total of nine lender participants. Effective March 15, 2000 the credit facility was expanded by $45 million with the potential to expand it by another $55 million to a total of $400 million. Of the $55 million potential expansion, $5 million was expanded on April 14, 2000 bringing the total availability to $350 million. In September 2000, the credit facility was amended and restated. The obligations under the credit facility are secured by a first priority pledge of certain non-real estate assets of the Company and a second priority pledge of ownership interests of the Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc., and AIMCO Holdings, L.P., in certain subsidiaries of AIMCO and certain options to purchase BACs in OTEF. Borrowings under the credit facility, including the $50 million expansion, are available for general corporate purposes. The credit facility matures in July 2002 and can be extended twice at the option of any of the Partnership, NHP Management Company or AIMCO/Bethesda Holdings, Inc. for a term of one year. The annual interest rate under the new credit facility is based on either LIBOR or a base rate, which is the higher of Bank of America’s reference rate or 0.50% over the federal funds rate, plus, in either case, an applicable margin. The margin ranges between 2.05% and 2.55%, in the case of LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans, based upon a fixed charge coverage ratio. The weighted average interest rate at December 31, 2000 was 9.16%. The amount available under the credit facility at December 31, 2000 was $95.3 million, less $1.2 million for outstanding letters of credit.

      On September 20, 2000, the Company completed the purchase of all the stock and other interests (not already owned by AIMCO) held by the principals, officers and directors of ORFG in the Oxford entities, including ORFG, which own interests in and control the Oxford properties. The purchase price of $1,189 million was comprised of $266 million in cash, $861 million of assumed liabilities and incurred transaction costs and $62 million in OP units valued at $45 per unit. The Oxford properties are 167 apartment communities with a total of 36,949 units located in 18 states. The Company borrowed $279 million to pay the cash portion of the purchase price and transaction costs for the Oxford acquisition from Bank of America, N.A., Lehman Commercial Paper Inc. and several other lenders, pursuant to a term loan with a total availability of $302 million. Transaction costs (including advisory fees) incurred on the term loan were $9.4 million. The borrowers under the term loan are the Partnership, NHP Management Company and AIMCO/Bethesda Holdings, Inc., and all obligations thereunder are guaranteed by AIMCO and certain of its subsidiaries. The obligations under the term loan are secured by a first priority pledge of ownership interests of the Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc., and AIMCO Holdings, L.P., in certain subsidiaries of AIMCO and certain options to purchase BACs in OTEF and a second priority pledge of certain non-real estate assets of the Company. The annual interest rate under the term loan is based either on LIBOR or a base rate which is the higher of Bank of America, N.A.’s reference rate or 0.5% over the federal funds rate, plus, in either case, an applicable margin. The margin ranges between 4.0% and 5.0% in the case of LIBOR-based loans, and between 1.0% and 2.0% in the case of base rate loans, based upon the number of months the loan is outstanding. The term loan expires in July 2002. The financial covenants contained in the term loan require the Partnership to maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, an interest coverage ratio of 2.25 to 1.0, and a fixed charge coverage ratio of at least 1.50 to 1.0. In addition, the term loan limits AIMCO from distributing more than 80% of its Funds From Operations (as defined) (or such amounts as may be necessary for AIMCO to maintain its status as a REIT). The term loan imposes minimum net worth requirements and provides other financial covenants related to certain of AIMCO’s assets and obligations. The total outstanding under the term loan at December 31, 2000 was $137 million of which $74 million is classified as secured short-term financing of the Company and the remainder is a liability at the unconsolidated subsidiaries and, therefore, is included in investments in unconsolidated subsidiaries. Effective January 1, 2001, in connection with the REIT Modernization Act, the remaining liability of $63 million will be consolidated.

      As of December 31, 2000, substantially all of the Company’s owned or controlled properties and 78.6% of its total assets were encumbered by or served as collateral for debt. As of December 31, 2000, the Company had total secured outstanding indebtedness of $4,360.1 million, comprised of $3,258.3 million of secured long-term financing, $773.0 million of secured tax-exempt long-term bond financing and $328.7 million in secured short-term financing. As of December 31, 2000, approximately 8% of the Company’s indebtedness bears

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interest at variable rates. As of December 31, 2000, the Company had 31 loans, each of which is secured by the property owned by such partnership and also cross-collateralized with certain other loans. The aggregate principal balances outstanding on 31 loans that are cross-collateralized are $154.1 million as of December 31, 2000. Other than these loans, none of the Company’s debt is subject to cross-collateralization provisions. The weighted average interest rate on the Company’s secured, long-term notes payable was 7.89%, with a weighted average maturity of 11 years as of December 31, 2000. At December 31, 2000, the weighted average interest rate on the Company’s secured short-term financing was 9.16%.

      During the year ended December 31, 2000, the Company issued $636.0 million of long-term, fixed-rate, fully amortizing non-recourse mortgage notes payable with a weighted average interest rate of 7.5%. Each of the notes is individually secured by one of 107 properties with no cross-collateralization. The Company used the net proceeds after transaction costs of $625.5 million to repay existing debt. During the year ended December 31, 2000, the Company has also assumed $60.6 million of long-term, fixed-rate, fully amortizing notes payable with a weighted average interest rate of 7.5% in connection with the acquisition of properties. Each of the notes is individually secured by one of 12 properties with no cross-collateralization.

      During the year ended December 31, 2000, AIMCO issued $230.0 million of preferred stock in three direct placements yielding $227 million of net proceeds. The net proceeds were contributed by AIMCO to the Partnership in exchange for similar classes of Preferred Units. See Footnote 14 to the consolidated financial statements for further discussion on these Preferred Units.

      The Company expects to meet its long-term liquidity requirements, such as refinancing debt and property acquisitions, through long-term borrowings, both secured and unsecured, the issuance of debt or equity securities (including OP Units) and cash generated from operations. In August 1998, AIMCO and the Partnership filed a shelf registration statement with the Securities and Exchange Commission (“SEC”) with respect to an aggregate of $1,268 million of debt and equity securities of AIMCO (of which $268 million was carried forward from AIMCO’s 1997 shelf registration statement) and $500 million of debt securities of the Partnership. The registration statement was declared effective by the SEC on December 10, 1998. As of March 29, 2001, the Company had approximately $925 million available and the Partnership had $500 million available from this registration statement. The Company expects to finance acquisitions of real estate interests with cash from operations or the issuance of equity securities and debt.

Capital Expenditures

      For the year ended December 31, 2000, the Company spent a total of $261.9 million for capital expenditures on its portfolio of assets. Capital expenditures include capital replacements (expenditures for routine maintenance of a property), initial capital expenditures (“ICE”, expenditures at a property that have been identified, at the time the property is acquired, as expenditures to be incurred within one year of the acquisition) and redevelopment and enhancements (amenities that add a material new feature or revenue source at a property). The Company’s share of those expenditures are as follows (in millions):

	Conventional Assets		Affordable Assets		Total
Capital Replacements	$	36.7	$	3.7	$	40.4
ICE		55.4		1.3		56.7
Redevelopment and Enhancements		156.7		8.1		164.8
Total	$	248.8	$	13.1	$	261.9

      These expenditures were funded by net cash provided by operating activities, working capital reserves, and borrowings under the Company’s credit facility. ICE and capital enhancements will primarily be funded by cash from operating activities and borrowings under the Company’s revolving credit facility.

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The Company’s accounting treatment of various capital and maintenance costs is detailed in the following table:

		Depreciable life
Expenditure	Accounting treatment	in years
Initial capital expenditures	capitalize	5 to 15
Capital enhancements	capitalize	5 to 30
Capital replacements:
Carpet/vinyl replacement	capitalize	5
Carpet cleaning	expense	N/A
Major appliance replacement (refrigerators, stoves, dishwashers, washers/dryers)	capitalize	5
Cabinet replacement	capitalize	5
Major new landscaping	capitalize	5
Seasonal plantings and landscape replacements	expense	N/A
Roof replacements	capitalize	15
Roof repairs	expense	N/A
Model furniture	capitalize	5
Office equipment	capitalize	5
Exterior painting, significant	capitalize	5
Interior painting	expense	N/A
Parking lot repairs	expense	N/A
Parking lot repaving	capitalize	15
Equipment repairs	expense	N/A
General policy for capitalization	capitalize amounts in excess of $250	Various

Return on Assets and Return on Partners’ Capital

The Company’s Return On Assets and Return On Partners' Capital for the years ended December 31, 2000 and 1999 are as follows:

		Based on AFFO						Based on FFO
		Year Ended						Year Ended
		December 31,						December 31,
		2000			1999			2000			1999
Return on Assets (a)			10.0	%		9.2	%		10.4	%		9.7	%
Return on Partners’ Capital
	Basic (b)		14.6	%		13.8	%		15.7	%		14.9	%
	Diluted (c)		13.7	%		12.9	%		14.6	%		13.8	%

(a)	The Company defines Return on Assets (AFFO) as (i) annualized Free Cash Flow, divided by (ii) Average Assets. Average Assets are computed by averaging the sum of Assets, as defined below, at the beginning and the end of the period. Assets are total assets, plus accumulated depreciation, less accumulated capital replacements of $103.6 million and $63.3 million, for the years ended December 31, 2000 and 1999 respectively, and less all non-indebtedness liabilities. The Company defines Return on Assets (FFO) as (i) annualized Free Cash Flow plus capital replacements, divided by (ii) Average Assets plus accumulated capital replacements.
(b)	The Company defines Return on Partners’ Capital-Basic (AFFO) as (i) annualized AFFO-Basic, divided by (ii) Average Partners’ Capital. Average Partners’ Capital is computed by averaging the sum of Partners’ Capital, as defined below, at the beginning and the end of the period. Partners’ Capital is total partners capital, plus accumulated depreciation, less accumulated capital replacements of $103.6 million and $63.3 million, for the years ended December 31, 2000 and 1999, respectively, less Preferred Units. The Company defines Return on Partners’ Capital-Basic (FFO) as (i) annualized AFFO-Basic plus capital replacements; divided by (ii) Average Partners’ Capital plus accumulated capital replacements.
(c)	The Company defines Return on Partners’ Capital-Diluted (AFFO) and Return on Partners’ Capital-Diluted (FFO) assuming conversion of debt and preferred securities whose conversion is dilutive.

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Contingencies

   Environmental

      Various Federal, state and local laws subject property owners or operators to liability for 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 of the hazardous substances. The presence of, or the failure to properly remediate hazardous substances may adversely affect occupancy at contaminated apartment communities and the ability to sell or borrow against contaminated properties. In addition to the costs associated with investigation and remediation actions brought by governmental agencies, the presence of hazardous wastes on a property could result in personal injury or similar claims by private plaintiffs. Various laws also impose liability for the cost of removal or remediation of hazardous substances at the disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous or toxic 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 our properties, the Company could potentially be liable for environmental liabilities or costs associated with properties or properties it acquires or manages in the future.

Inflation

      Substantially all of the leases at the Company’s apartment properties are for a period of twelve months or less, allowing, at the time of renewal, for adjustments in the rental rate and the opportunity to re-lease the apartment unit at the prevailing market rate. The short-term nature of these leases generally serves to minimize the risk to the Company of the adverse effect of inflation and the Company does not believe that inflation has had a material adverse impact on its operations.

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ITEM 7a. Quantitative and Qualitative Disclosures About Market Risk

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

      The Company had $359.5 million of variable rate debt outstanding at December 31, 2000, which represents 8% of the Company’s total outstanding debt. Based on this level of debt, an increase in interest rates of 1% would result in the Company’s income and cash flows being reduced by $3.6 million on an annual basis. At December 31, 2000, the Company had $4,000.6 million of fixed-rate debt outstanding.

      As of December 31, 2000, the scheduled principal amortization and maturity payments for the Company’s consolidated secured notes payable and consolidated secured tax-exempt bonds are as follows (in thousands):

	Amortization		Maturities		Total
2001	$	79,491	$	96,343	$	175,834
2002		83,260		102,484		185,744
2003		92,744		150,237		242,981
2004		96,970		262,968		359,938
2005		104,445		142,302		246,747
Thereafter						2,820,131
					$	4,031,375

      The estimated aggregate fair value of the Company’s cash and cash equivalents, receivables, payables and short-term secured debt as of December 31, 2000 is assumed to approximate their carrying value due to their relatively short terms. Management further believes that the fair market value of the Company’s secured tax-exempt bond debt and secured long-term debt approximates their carrying value, based on market comparisons to similar types of debt instruments having similar maturities.

ITEM 8. Financial Statements and Supplementary Data

      The independent auditor’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.

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

      None.

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PART III

ITEM 10. Directors and Executive Officers of the Registrant

      All of the executive officers of the General Partner of the Partnership also serve as executive officers of AIMCO. Accordingly, the information below reflects the directors of the General Partner and the executive officers of both the General Partner of the Partnership and AIMCO. The officers of AIMCO and the General Partner of the Partnership are elected annually by their respective Boards of Directors.

Name	Age		First Elected	Position
Terry Considine		53	July 1994	Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez		56	July 1994	Vice Chairman of the Board of Directors and President
Harry G. Alcock		38	October 1999	Executive Vice President and Chief Investment Officer
Joel F. Bonder		52	December 1997	Executive Vice President, General Counsel and Secretary
Joseph DeTuno		55	February 2001	Executive Vice President — Redevelopment
Patrick J. Foye		44	May 1998	Executive Vice President
Lance J. Graber		39	October 1999	Executive Vice President — Acquisitions
Steven D. Ira		50	July 1994	Co-Founder and Executive Vice President — Property Operations
Paul J. McAuliffe		44	February 1999	Executive Vice President and Chief Financial Officer
Ronald D. Monson		44	February 2001	Executive Vice President and Head of Property Operations

      The following is a biographical summary of the experience of the current directors of the General Partner and executive officers of the General Partner and AIMCO as of February 28, 2001.

      Terry Considine. Mr. Considine has been Chairman of the Board of Directors and Chief Executive Officer of the General Partner and AIMCO since July 1994. Mr. Considine serves as Chairman and Chief Executive Officer of American Land Lease, Inc., another public real estate investment trust and successor to Asset Investors Corporation and Commercial Assets, Inc.. Mr. Considine has been and remains involved as a principal in a variety of other business activities.

      Peter K. Kompaniez. Mr. Kompaniez has been Vice Chairman of the Board of Directors of the General Partner and AIMCO since July 1994 and was appointed President of AIMCO in July 1997. Mr. Kompaniez has also served as Chief Operating Officer of NHP Incorporated (“NHP”), after it was acquired by the Company in December 1997. Mr. Kompaniez also currently sits on the Board of American Health Properties, Inc.

      Harry G. Alcock. Mr. Alcock served as a Vice President of the General Partner and AIMCO from July 1996 to October 1997, when he was promoted to Senior Vice President-Acquisitions. Mr. Alcock served as Senior Vice President-Acquisitions until October 1999, when he was promoted to Executive Vice President and Chief Investment Officer. Mr. Alcock has had responsibility for acquisition and financing activities of the Company since July 1994.

      Joel F. Bonder. Mr. Bonder was appointed Executive Vice President, General Counsel and Secretary of the General Partner and AIMCO in December 1997. Prior to joining the Company, Mr. Bonder served as Senior Vice President and General Counsel of NHP from April 1994 until December 1997.

      Joseph DeTuno. Mr. DeTuno was appointed Executive Vice President-Redevelopment of the General Partner and AIMCO in February 2001. Mr. DeTuno has been Senior Vice President-Property Redevelopment of the General Partner and AIMCO since August 1997. Mr. DeTuno was previously President and founder of JD Associates, his own full service real estate consulting, advisory and project management company which he founded in 1990.

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      Patrick J. Foye. Mr. Foye was appointed Executive Vice President of the General Partner and AIMCO in May 1998. He is responsible for acquisitions of partnership securities, consolidation of minority interests, and corporate and other acquisitions. Prior to joining the Company, Mr. Foye was a Merger and Acquisitions Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was Managing Partner of the firm’s Brussels, Budapest and Moscow offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long Island Power Authority and serves as a member of the New York State Privatization Council.

      Lance J. Graber. Mr. Graber was appointed Executive Vice President-Acquisitions of the General Partner and AIMCO in October 1999. His principal business function is acquisitions. Prior to joining the Company, Mr. Graber was a Director at Credit Suisse First Boston from 1994 to May 1999, during which time he supervised a staff of seven in the making of principal investments in hotel, multi-family and assisted living properties.

      Steven D. Ira. Mr. Ira is a Co-Founder of the AIMCO and has served as Executive Vice President —Property Operations of the General Partner and AIMCO since July 1994. From 1987 until July 1994, he served as President of Property Asset Management.

      Paul J. McAuliffe. Mr. McAuliffe has been Executive Vice President of the General Partner and AIMCO since February 1999 and was appointed Chief Financial Officer in October 1999. Prior to joining the Company, Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

      Ronald D. Monson. Mr. Monson was promoted to Executive Vice President and Head of Property Operations in February 2001. He served as Regional Vice President of the General Partner and AIMCO from March 1997 to May 1998, when he was promoted to Senior Vice President of the Midwest Division. Mr. Monson served as Senior Vice President of the Midwest Division until January 1999, when he was appointed Senior Vice President of the Far West Division. From April 1994 to February 1997, Mr. Monson was a Regional Vice President for Great Atlantic Property Management.

ITEM 11. Executive Compensation

SUMMARY COMPENSATION TABLE

      The following table sets forth the compensation paid for each of the three fiscal years ended December 31, 2000, 1999 and 1998 to the directors of the General Partner and the Chief Executive Officer and each of the four other most highly compensated executive officers of the General Partner and AIMCO (the “Named Executive Officers”). Information regarding stock options and other stock based compensation payable by AIMCO has been included for informational purposes since the Partnership will issue to AIMCO additional OP Units upon the exercise of such stock options and the contribution to the Partnership of the net proceeds therefrom.

												Long Term
												Compensation(1)(2)
												Securities
										Restricted		Underlying Stock
				Annual Compensation				Other Annual		Stock		Options/SARs		All Other
Name and Principal Position		Year		Salary($)		Bonus($)(3)		Compensation($)		Awards ($)(4)		Awards (#)		Compensation($)
Terry Considine			2000	$	275,000		None		None		None		200,000		None
	Chairman of the Board of		1999		275,000	$	1,275,000		None		None		385,294		None
	Directors and Chief Executive Officer		1998		275,000		1,025,000		None		None		150,000		None
Peter K. Kompaniez			2000	$	235,000		None		None		None		200,000		None
	President and Vice Chairman		1999		235,000	$	985,000		None		None		75,000		None
			1998		235,000		735,000		None		None		75,000		None
Harry Alcock			2000	$	200,000		None		None	$	400,000		20,000		None
	Executive Vice-President and		1999		180,000	$	280,000		None		None		35,529		None
	Chief Investment Officer		1998		150,000		200,000		None		None		11,644		None
Patrick J. Foye(5)			2000	$	225,000		None		None	$	2,000,000		None
	Executive Vice President		1999		225,000	$	400,000		None		1,000,000		29,412
			1998		135,600		400,000		None		None		375,000		None
Paul McAuliffe(6)			2000	$	200,000		None		None	$	1,200,000		20,000		None
	Executive Vice President and		1999		166,667		300,000		None		1,000,000		223,529		None
	Chief Financial Officer

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(1)	Excludes 1,227,078 shares, 376,526 shares, 78,948 shares and 64,865 shares of AIMCO Class A Common Stock underlying options granted to Messrs. Considine, Kompaniez, Foye and McAuliffe, respectively, from 1996 to 1999, which were immediately exercised to purchase shares pursuant to the Company’s leveraged stock purchase program. See “Certain Relationships and Transactions —Stock Purchase Loans.”
(2)	Options earned in respect of 1998, 1999 and 2000 fiscal years were awarded in January 1999, 2000 and 2001, respectively. Options earned in respect of 1998, 1999 and 2000 fiscal years were awarded in January 1999, 2000 and 2001, respectively.
(3)	Includes all Discretionary and Incentive cash compensation earned by the Named Executive Officers.
(4)	The value of the restricted stock awards at the end of the last fiscal year is $1,248,438, and $1,248,438 for Messrs. Foye and McAuliffe, respectively. Such value is determined by the market price, $49.9375, for the stock at the last day of the fiscal year. The number of restricted stock awards held by Messrs. Foye and McAuliffe at the end of the last fiscal year is 25,000 shares, and 25,000 shares, respectively. Restrictions lapse on the second (40%), third (20%), fourth (20%) and fifth (20%) anniversaries of the 1999 restricted stock awards of Messrs. Foye and McAuliffe and ratably over three years for the 2000 restricted stock awards of Messrs. Alcock, Foye and McAuliffe. The restricted stock awards in consideration of 2000 to Messrs. Alcock, Foye and McAuliffe, 8,398 shares, 41,990 shares and 25,194 shares, respectively, will be issued on May 1, 2001. Holders of Restricted Stock Awards are entitled to receive the dividends thereto commencing on the date of grant.
(5)	Mr. Foye was not an employee of the Company prior to May 1998.
(6)	Mr. McAuliffe was not an employee of the Company prior to February 1999.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

      Information on options granted in 2001 for the 2000 fiscal year to the Named Executive Officers is set forth in the following table.

	Individual Grants(1)
			% of
			Total
			Options/
			SARs							Potential Realizable Value at
	Number of		Granted							Assumed Annual Rates of Stock
	Securities		To							Price Appreciation for Option
	Underlying		Employees			Exercise or				Term(2)
	Options/SARs		in Fiscal			Base		Expiration
Name	Granted(#)		Year			Price($/Sh)		Date		5%($)		10%($)
Terry Considine		200,000		27.4	%	$	47.63		1/24/2011	$	3,016,489	$	10,445,817
Peter K. Kompaniez		200,000		27.4	%		47.63		1/24/2011		3,016,489		10,445,817
Harry Alcock		20,000		2.7	%		47.63		1/24/2011		301,649		1,044,582
Patrick J. Foye		None		None			None				None		None
Paul J. McAuliffe		20,000		2.7	%		47.63		1/24/2011		301,649		1,044,582

(1)

Unless otherwise specified, options vest over three years. Under the terms of the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (the “1997 Stock Plan”), the plan administrator retains discretion, subject to certain restrictions, to modify the terms of outstanding options. The exercise price of incentive and non-qualified options granted under the 1997 Stock Plan will generally equal the fair market value of a share of AIMCO Class A Common Stock on the date of grant.

(2)

Assumed annual rates of stock price appreciation are set forth for illustrative purposes only. The amounts shown are for the assumed rates of appreciation only, do not constitute projections of future stock price performance, and may not be realized.

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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES

      Information on option exercises during 2000 by the Named Executive Officers, and the value of unexercised options held by Named Executive Officers at December 31, 2000 is set forth in the following table.

					Number of Securities
					Underlying Unexercised				Value of Unexercised
					Options/SARs at				In-the-Money Options/SARs
					FY-End(#)				at FY-End($)(2)
	Shares Acquired		Value
Name	on Exercise(#)		Realized($)		Exercisable		Unexercisable(1)		Exercisable		Unexercisable
Terry Considine		89,600	$	1,286,400		1,016,000		2,381,694	$	12,763,500	$	27,145,525
Peter K. Kompaniez		2,400		70,350		326,800		839,800		4,118,825		8,032,138
Harry Alcock		6,069		158,688		42,000		130,473		527,625		1,354,267
Patrick J. Foye		None		None		None		404,412		None		4,962,962
Paul J. McAuliffe		None		None		None		243,529		None		2,856,613

(1)	Includes: 200,000 shares, 200,000 shares, 20,000 shares and 20,000 shares of AIMCO Class A Common Stock subject to options granted to Messrs. Considine, Kompaniez, Alcock and McAuliffe, respectively, in January 2001.
(2)	Market value of underlying securities at fiscal year-end, less the exercise price. Market value is determined based on the closing price of the AIMCO Class A Common Stock on the New York Stock Exchange on December 31, 2000 of $49.9375 per share.

ITEM 12. Unit Ownership of Certain Beneficial Owners and Management

      The following table sets forth certain information available to the Company, as of March 8, 2001, with respect to OP Units and Class I High Performance Partnership Units (“Class I HPUs”) of the Company held by (i) each director of the General Partner and the five most highly compensated executive officers of the General Partner who were serving as of December 31, 2000; (ii) all directors and executive officers of the General Partner and AIMCO as a group; and (iii) those persons known to the Company to be the beneficial owners (as determined under the rules of the Securities Exchange Commission) of more than 5% of such Units. This table does not reflect options that are not exercisable within 60 days. The business address of each of the following directors and executive officers of the General Partner is 2000 South Colorado Boulevard, Tower 2, Suite 2-1000, Denver, Colorado 80222-7900, unless otherwise specified.

					Percentage
		Number of			Ownership of the
Name and Address of Beneficial Owner		OP Units			Partnership
Directors & Executive Officers:
	Terry Considine		2,406,033	(1)		3.0	%
	Peter K. Kompaniez		348,375	(2)		*
	Harry Alcock		47,682	(3)		*
	Patrick J. Foye		17,484	(4)		*
	Paul McAuliffe		6,358	(5)		*
	All directors and executive officers as a group (10 persons)		3,322,885	(6)		4.2	%
5% or Greater Holders:
AIMCO-LP, Inc.			71,521,685			89.6	%

*	Less than 1.0%
	(1)	Includes 816,661 OP Units and 1,589,372 Class I HPUs which represent 9.8% of OP Units outstanding and 66.8% of Class I HPUs outstanding, respectively. The 816,661 OP Units include 192,374 OP Units held by entities in which Mr. Considine has sole voting and investment power, 2,300 OP Units help by the Considine Partnership, and 157,698 OP Units held by Mr. Considine’s spouse, Elizabeth Considine, for which Mr. Considine disclaims beneficial ownership. All Class I HPUs are held by Titahotwo.

30

(2)	Includes 30,500 OP Units and 317,875 Class I HPUs which represent 0.4% of OP Units outstanding and 13.4% of Class I HPUs outstanding respectively. The Class I HPUs include 158,938 units held by two trusts established by Mr. Kompaniez for his children for which he serves as trustee and disclaims beneficial ownership.
(3)	Class I HPUs, which represent 2% of all Class I HPUs outstanding.
(4)	Class I HPUs, which represent less than 1% of all Class I HPUs outstanding.
(5)	Class I HPUs, which represent less than 1% of all Class I HPUs outstanding.
(6)	Includes 943,801 OP Units and 2,379,084 Class I HPUs, which represent 11.3% of OP Units outstanding and 100% of Class I HPUs outstanding, respectively.

ITEM 13. Certain Relationships and Related Transactions

CERTAIN RELATIONSHIPS AND TRANSACTIONS

      From time to time, the Company has entered into various transactions with certain of its executive officers and directors. The Company attempts to price such transactions based on fair market value, and believes that the transactions are on terms that are as favorable to the Company as could be achieved with unrelated third parties.

      High Performance Units. Effective January 1, 1998, the Partnership sold to a limited liability company then owned by fourteen members of AIMCO’s senior management (70% by a Considine family partnership, 14% owned by Mr. Kompaniez and 16% owned by twelve members of AIMCO’s senior management) and then directors J. Landis Martin, Thomas Rhodes and John Smith, the Class I High Performance Partnership Units. The sale of Class I HPUs was ratified by AIMCO stockholders at AIMCO’s 1998 Annual Stockholders Meeting.

      Based upon AIMCO’s actual 1998-2000 performance versus the Morgan Stanley Dean Witter REIT Index, and a 30% minimum return the High Performance Units were valued at $115 million as of January 1, 2001 and thereafter entitled the holders thereof to receive distributions equal to those paid on approximately 2.4 million OP Units.

      Transactions with Management Companies. From time to time the Company has formed corporations (the “Management Companies”) in which the Partnership holds non-voting preferred stock and 100% of the voting stock is owned by certain of the Company’s executive officers of the General Partner and AIMCO (or entities controlled by them), including Messrs. Considine and Kompaniez. The Management Companies were formed to engage in businesses generally not permitted under the REIT provisions of the Internal Revenue Code. Although transactions between the Company and the Management Companies are not at arm’s length, the Company believes that such transactions are at fair market value.

      Messrs. Considine and Kompaniez, collectively, owned 1% of the outstanding stock (100% of the voting stock) of the following Management Companies: AIMCO/NHP Holdings, Inc. (“ANHI”), NHP Management Company (“NHPMC”), AIMCO/NHP Properties, Inc. (“ANPI”) and NHP A&R Services, Inc. (“NHPAR”). All of Mr. Considine’s ownership interests in these Management Companies are held through Tebet, L.L.C., a Colorado limited liability company of which he is the managing member (“Tebet”) and Considine Investment Company (“CIC”) which is wholly owned by Mr. Considine.

      In 2001, the Company expects to reorganize the Management Companies as taxable REIT subsidiaries that are wholly owned by the Partnership.

      For the year ended December 31, 2000, Tebet and CIC, and Mr. Kompaniez have received dividends of approximately $23,800 and $6,000, respectively, on their shares of common stock of the Management Companies, and the Company has received dividends of $2,947,300 on it shares of preferred stock of the Management Companies.

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Stock Purchase Loans

      From time to time, the Company makes loans to its executive officers to finance their purchase of shares of AIMCO Class A Common Stock from AIMCO. During 2000, AIMCO sold 12,000 shares and 13,148 shares, respectively, of AIMCO Class A Common Stock to Messrs. Alcock and Monson for a purchase price of $462,000 and $506,198, respectively. In each case, the purchase price was equal to the closing price of the AIMCO Class A Common Stock on the New York Stock Exchange on the date of sale. In payment for such shares, Messrs. Alcock, and Monson executed notes payable to AIMCO bearing interest at 7.25% per annum, payable quarterly, and due in 2010. The following table sets forth certain information with respect to these loans to executive officers.

				Highest Amount		Amount Repaid
				Owed During		Since Inception
Name	Interest Rate			2000		(thru 1/31/01)		1/31/01 Balance
Terry Considine		7.25	%	$	16,215,777	$	20,039,112	$	15,797,879
Peter K. Kompaniez		7.25	%		3,761,392		4,055,059		1,944,941
Steven D. Ira		7.25	%		2,886,620		3,093,710		None
Harry G. Alcock		7.25	%		883,034		257,602		777,609
Joel F. Bonder		7.00	%		1,329,731		38,184		1,321,832
Joseph DeTuno		7.00	%		469,863		35,268		460,725
Patrick J. Foye		6.25	%		2,859,682		386,323		2,613,701
Paul J. McAuliffe		7.00	%		2,163,917		363,475		2,036,531
Ron D. Monson		7.00	%		776,783		111,737		694,461
Lance Graber		6.25	%		1,925,000		None		1,925,000
				$	33,271,799	$	28,380,470	$	27,572,679

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PART IV

ITEM 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K

      (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 included on page 33 of this report and incorporated herein by reference.

      (b) Reports on Form 8-K for the quarter ended December 31, 2000:

      Current Report on Form 8-K, dated September 20, 2000 (and Amendment No. 1 thereto, filed on December 4, 2000), relating to the acquisition of all of the stock and other interests held by officers and directors in the entities that control properties owned by affiliates of Oxford Realty Financial Group, Inc., and the acquisition of the entity which owns the managing general partner of Oxford Tax Exempt Fund II Limited Partnership, including Combined Financial Statements of Oxford Holding Corporation and Subsidiaries, Oxford Realty Financial Group, Inc. and Subsidiaries, ZIMCO Entities and Oxford Equities Corporation III for the year ended December 31, 1999 and the eight months ended August 31, 2000 and 1999 (unaudited), together with the Independent Auditors’ Report; Combined Financial Statements of ORFG Operations, L.L.C. and Subsidiary for the year ended December 31, 1999 and the eight months ended August 31, 2000 and 1999 (unaudited), together with the Independent Auditors’ Report; Combined Financial Statements of OXPARC L.L.C.s for the year ended December 31, 1999 and the eight months ended August 31, 2000 and 1999 (unaudited), together with the Independent Auditors’ Report; Combined Financial Statements of Oxford Realty Financial Group Properties for the year ended December 31, 1999 and the eight months ended August 31, 2000 and 1999 (unaudited), together with the Independent Auditors’ Report; Financial Statements of Oxford Tax Exempt Fund II Limited Partnership for the year ended December 31, 1999, together with the Independent Auditors’ Report; Financial Statements of Oxford Tax Exempt Fund II Limited Partnership for the nine months ended September 30, 2000 (unaudited); and certain pro forma financial information.

INDEX TO EXHIBITS(1)

EXHIBIT NO.	DESCRIPTION
2.1	Second Amended and Restated Agreement and Plan of Merger, dated as of January 22, 1999, by and between Apartment Investment and Management Company and Insignia Properties Trust (Exhibit 2.2 to the Current Report on Form 8-K of Insignia Properties Trust, dated February 11, 1999, is incorporated herein by this reference)
2.2	Amended and Restated Agreement and Plan of Merger, dated as of May 26, 1998, by and among Apartment Investment Management Company, AIMCO Properties, L.P., Insignia Financial Group, Inc., and Insignia/ESG Holdings, Inc. (Appendix I to AIMCO’s Registration Statement on Form S-4, filed August 5, 1998, is incorporated herein by this reference)
2.3	Acquisition Agreement, dated as of June 28, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers (Exhibit 2.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, is incorporated herein by this reference)
2.4	Agreement and Plan of Merger, dated as of November 29, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/OTEF, LLC and Oxford Tax Exempt Fund II Limited Partnership (Annex A to AIMCO’s Registration Statement on Form S-4 filed on December 1, 2000, is incorporated herein by this reference)

33

EXHIBIT NO.	DESCRIPTION
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 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 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 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 ended year 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 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 1999, is incorporated herein by reference)

34

EXHIBIT NO.	DESCRIPTION
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)
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 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 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 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 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 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 and 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 for the year ended 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 for the year ended 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 for the year ended 2000, is incorporated herein by this reference)
10.22	Amended and Restated Indemnification Agreement, dated as of May 26, 1998, by and between Apartment Investment and Management Company and Insignia/ESG Holdings, Inc. (Appendix II to AIMCO’s Registration Statement on Form S-4, filed August 5, 1998, is incorporated herein by this reference)
10.23	Interim Credit Agreement, dated as of September 20, 2000, among AIMCO Properties, L.P., NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A., Lehman Commercial Paper Inc. and several other lenders (Exhibit (D) to AIMCO’s Schedule 13D related to Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated herein by this reference)

35

EXHIBIT NO.	DESCRIPTION
10.24	Second Amended and Restated Credit Agreement, dated as of September 20, 2000, among AIMCO Properties, L.P., NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A. and several other lenders (Exhibit (E) to AIMCO’s Schedule 13D related to Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated herein by this reference)
10.25	Intercreditor and Subordination Agreement, dated as of September 20, 2000, among AIMCO Properties, L.P., NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A. and several other lenders. (Exhibit (F) to AIMCO’s Schedule 13D related to Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated hereby by this reference)
10.26	ILPI and BAC Agreement, dated as of September 20, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P. and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers (Exhibit (B) of Schedule 13D of Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated herein by this reference)
10.27	Option Sale Agreement, dated as of September 20, 2000 by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers (Exhibit (C) of Schedule 13D of Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated herein by this reference)
10.28	Employment Contract, executed on July 29, 1994, by and between AIMCO Properties, L.P., and Peter Kompaniez (Exhibit 10.44A to AIMCO’s Annual Report on Form 10-K for the year ended 1994, is incorporated herein by this reference)*
10.29	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 1994, is incorporated herein by this reference)
10.30	Employment Contract executed on July 29, 1994 by and between AIMCO Properties, L.P. and Steven D. Ira (Exhibit 10.44D to AIMCO’s Annual Report on Form 10-K for the year ended 1994, is incorporated herein by this reference)*
10.31	The 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries (Exhibit 10.40 to Annual Report on Form 10-K of Ambassador Apartments, Inc. for the year ended 1997, is incorporated herein by this reference)*
10.32	Amendment to the 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.41 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the year ended 1997, is incorporated herein by this reference)*
10.33	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 1997, is incorporated herein by this reference)*

36

EXHIBIT NO.	DESCRIPTION
21.1	List of Subsidiaries (Exhibit 21.1 to AIMCO’s Annual Report on Form 10-K for the year ended 2000, is incorporated herein by this reference)
23.1	Consent of Ernst & Young LLP
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.
	* Management contract.

37

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 30th day of March, 2001.

AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., its General Partner

/s/ TERRY CONSIDINE

Terry Considine
Chairman of the Board
And Chief Executive Officer

      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 date indicated.

Signature	Title	Date
/s/ TERRY CONSIDINE Terry Considine	Chairman of the Board and Chief Executive Officer	March 30, 2001
/s/ PETER K. KOMPANIEZ Peter K. Kompaniez	Vice Chairman, President and Director	March 30, 2001
/s/ PAUL MCAULIFFE Paul McAuliffe	Executive Vice President and Chief Financial Officer	March 30, 2001
/s/ THOMAS C. NOVOSEL Thomas C. Novosel	Senior Vice President, Chief Accounting Officer	March 30, 2001

38

AIMCO PROPERTIES, L.P.

INDEX TO FINANCIAL STATEMENTS

		Page
Financial Statements:
	Report of Independent Auditors		F-2
	Consolidated Balance Sheets as of December 31, 2000 and 1999		F-3
	Consolidated Statements of Income for the Years Ended December 31, 2000, 1999 and 1998		F-4
	Consolidated Statements of Partners’ Capital for the Years Ended December 31, 2000, 1999 and 1998		F-5
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998		F-6
	Notes to Consolidated Financial Statements		F-8
Financial Statement Schedule:
	Schedule III — Real Estate and Accumulated Depreciation		F-33
	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 AUDITORS

The Partners
AIMCO Properties, L.P.

We have audited the accompanying consolidated balance sheets of AIMCO Properties, L.P. as of December 31, 2000 and 1999, and the related consolidated statements of income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2000. Our audits also included the financial statement schedule listed in the Index at Item 14(a)(2). These financial statements and schedule are the responsibility of the Partnership’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 auditing standards generally accepted in the 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 AIMCO Properties, L.P. at December 31, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States. 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.

/s/ ERNST & YOUNG LLP

Denver, Colorado
January 24, 2001,
   except for Note 23, as to which the date is March 29, 2001

F-2

AIMCO PROPERTIES, L.P.

CONSOLIDATED BALANCE SHEETS
As of December 31, 2000 and 1999
(In Thousands, Except Per Unit Data)

				2000		1999
ASSETS
Real estate, net of accumulated depreciation of $912,758 and $415,992				$	6,099,694	$	4,096,705
Investments in unconsolidated real estate partnerships					676,532		890,318
Investments in unconsolidated subsidiaries					107,781		44,921
Notes receivable from unconsolidated real estate partnerships					140,860		159,935
Notes receivable from unconsolidated subsidiaries, net					190,453		88,754
Cash and cash equivalents					157,115		101,604
Restricted cash					126,914		84,595
Other assets					199,825		217,419
				$	7,699,174	$	5,684,251
LIABILITIES AND PARTNERS’ CAPITAL
Secured notes payable				$	3,258,342	$	1,954,259
Secured tax-exempt bond financing					773,033		420,830
Secured short-term financing					328,740		209,200
			Total indebtedness		4,360,115		2,584,289
Accounts payable, accrued and other liabilities					300,142		271,298
Resident security deposits and deferred rental income					33,943		22,793
			Total liabilities		4,694,200		2,878,380
Mandatorily redeemable convertible preferred securities					32,330		149,500
Minority interest					140,680		169,482
Partners’ capital:
	Preferred Units				943,305		707,745
	General Partner and Special Limited Partner				1,493,090		1,545,715
	Limited Partners				416,558		256,429
					2,852,953		2,509,889
Less: Investment in AIMCO Preferred Stock					—		23,000
		Investment in AIMCO Common Stock			20,989		—
			Total partners’ capital		2,831,964		2,486,889
				$	7,699,174	$	5,684,251

See notes to consolidated financial statements.

F-3

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2000, 1999 and 1998
(In Thousands, Except Per Unit Data)

		2000			1999			1998
RENTAL PROPERTY OPERATIONS:
Rental and other property revenues		$	1,051,000		$	531,883		$	373,963
Property operating expenses			(426,177	)		(213,064	)		(145,966	)
Owned property management expense			(13,663	)		(1,543	)		(1,878	)
Depreciation			(323,321	)		(131,257	)		(83,908	)
Income from rental property operations			287,839			186,019			142,211
SERVICE COMPANY BUSINESS:
Management fees and other income from affiliates			49,692			37,799			19,396
Management and other expenses			(27,199	)		(14,897	)		(16,764	)
General and administrative expenses allocation			(10,310	)		(2,136	)		(196	)
Amortization of intangibles			(6,698	)		(14,297	)		(8,735	)
Income (loss) from service company business			5,485			6,469			(6,299	)
General and administrative expenses:
	Before allocation		(18,123	)		(14,152	)		(10,532	)
	Allocation to consolidated service company business		10,310			2,136			196
General and administrative expenses, net			(7,813	)		(12,016	)		(10,336	)
Interest expense			(269,826	)		(139,124	)		(88,208	)
Interest income			66,241			54,782			28,170
Equity in earnings (losses) of unconsolidated real estate partnerships			7,618			(2,588	)		(2,665	)
Equity in earnings (losses) of unconsolidated subsidiaries			(2,290	)		(4,595	)		6,284
Loss from IPLP exchange and assumption			—			(684	)		(2,648	)
Minority interest in other entities			(3,872	)		(5,788	)		(1,868	)
Income from operations			83,382			82,475			64,641
Gain (loss) on disposition of properties			26,335			(1,785	)		4,287
Net income			109,717			80,690			68,928
Net income attributable to preferred unitholders			70,217			54,173			26,533
Net income attributable to common unitholders		$	39,500		$	26,517		$	42,395
Basic earnings per common unit		$	0.53		$	0.39		$	0.80
Diluted earnings per common unit		$	0.52		$	0.38		$	0.78
Weighted average common units outstanding			74,427			68,541			52,798
Weighted average common units and common unit equivalents outstanding			75,917			69,511			54,104
Distributions paid per common unit		$	2.80		$	2.50		$	2.25

See notes to consolidated financial statements.

F-4

AIMCO PROPERTIES, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Years Ended December 31, 2000, 1999 and 1998
(In Thousands)

										Investment
	General Partner									in AIMCO
	and Special			Preferred			Limited			Preferred
	Limited Partner			Units			Partners			Stock			Total
Partners’ Capital at December 31, 1997	$	825,597		$	134,579		$	—		$	—		$	960,176
Reclassification of Limited Partners’ redeemable units as     of October 1, 1998.		—			—			232,405			—			232,405
Contributions from AIMCO related to preferred offerings		—			340,897			—			—			340,897
Exchange of Class J Preferred Units for Class J Preferred     Stock of AIMCO		—			25,000			—			(25,000	)		—
Contribution from AIMCO related to warrant to purchase     AIMCO Class A Common Stock		4,150			—			—			—			4,150
Contribution from AIMCO related to stock purchased by     officers, net of notes receivable of $23,471		155			—			—			—			155
Contributions from AIMCO related to options and     warrants exercised		11,015			—			—			—			11,015
Repurchase of common units		(11,067	)		—			—			—			(11,067	)
Issuance of common units in connection with the    Ambassador merger		251,275			—			—			—			251,275
Issuance of common units for IPLP exchange and     assumption		—			—			271,638			—			271,638
Issuance of Class E Preferred Units in connection with     Insignia merger		—			132,515			—			—			132,515
Common units redeemed by Limited Partners to Special     Limited Partner		5,795			—			(281	)		—			5,514
Repayment of notes receivable from officers of AIMCO		8,908			—			—			—			8,908
Acquisition of real estate or interests in real estate     partnerships through issuance of common units		—			9,000			5,417			—			14,417
Net Income		37,213			26,533			757			—			64,503
Distributions paid to common unitholders		(100,045	)		—			(3,949	)		—			(103,994	)
Distributions paid to preferred unitholders		—			(21,194	)		—			—			(21,194	)
Change in unrealized loss on investments		1,683			—			—			—			1,683
Adjustment to reflect Limited Partners’ capital at     redemption value		(3,887	)		—			(5,774	)		—			(9,661	)
Partners’ Capital at December 31, 1998		1,030,792			647,330			500,213			(25,000	)		2,153,335
Contributions from AIMCO related to preferred offerings		—			233,101			—			—			233,101
Contribution from AIMCO related to stock purchased by    officers, net of notes receivable of $8,202		624			—			—			—			624
Contribution from AIMCO related to options and    warrants exercised		5,227			—			—			—			5,227
Termination of IPLP exchange and assumption through     cancellation of common units		—			—			(267,146	)		—			(267,146	)
Issuance of common units in connection with IPT merger		327,499			—			—			—			327,499
Common units redeemed by Limited Partners to Special    Limited Partner		13,766			—			(13,766	)		—			—
Contributions from AIMCO related to First Union    acquisition		21,140			—			—			—			21,140
Contributions from AIMCO related to issuance of    common stock		54,612			—			—			—			54,612
Repurchase of common units		(8,038	)		—			—			—			(8,038	)
Acquisitions of real estate or interests in real estate    through issuance of common units		—			—			44,951			—			44,951
Acquisitions of real estate or interests in real estate    through issuance of preferred units		—			59,883			—			—			59,883
Conversion of preferred units to common units		232,515			(232,515	)		—			—			—
Repayment of notes receivable from officers of AIMCO		6,241			—			—			—			6,241
Net Income		24,292			54,173			2,225			—			80,690
Distributions paid to common unitholders		(154,654	)		—			(18,349	)		—			(173,003	)
Distributions paid to preferred unitholders		—			(54,227	)		—			2,000			(52,227	)
Adjustment to reflect Limited Partners’ capital at     redemption value		(8,301	)		—			8,301			—			—
Partners’ Capital at December 31, 1999		1,545,715			707,745			256,429			(23,000	)		2,486,889
Contributions from AIMCO related to preferred offerings		—			226,894			—			—			226,894
Contribution from AIMCO related to stock purchased by    officers, net of notes receivable of $7,733		4,254			—			—			—			4,254
Contribution from AIMCO related to options and    warrants exercised		18,906			(480	)		—			—			18,426
Common units redeemed by Limited Partners to Special    Limited Partner		9,825			—			(11,336	)		1,511			—
Conversion of mandatorily redeemable convertible    preferred securities		117,170			—			—			—			117,170
Repurchase of common units		(2,580	)		—			—			—			(2,580	)
Acquisitions of real estate or interests in real estate    through issuance of common units		—			—			97,175			—			97,175
Acquisitions of real estate or interests in real estate    through issuance of preferred units		—			28,178			—			—			28,178
Acquisitions of additional interest in unconsolidated    subsidiaries through issuance of common units		—			—			102			—			102
Conversion of preferred units to common units		25,000			(25,000	)		—			—			—
Repayment of notes receivable from officers of AIMCO		15,050			—			—			—			15,050
Net Income		28,961			70,217			10,539			—			109,717
Distributions paid to common unitholders		(188,600	)		—			(16,962	)		—			(205,562	)
Distributions paid to preferred unitholders		—			(64,249	)		—			500			(63,749	)
Adjustment to reflect Limited Partners’ capital at     redemption value		(80,611	)		—			80,611			—			—
Partners’ Capital at December 31, 2000	$	1,493,090		$	943,305		$	416,558		$	(20,989	)	$	2,831,964

See notes to consolidated financial statements.

F-5

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2000, 1999 and 1998
(In Thousands)

				2000			1999			1998
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	109,717		$	80,690		$	68,928
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			330,019			150,670			100,884
		Loss (gain) on disposition of properties			(26,335	)		1,785			(4,287	)
		Minority interest			3,872			5,788			1,868
		Equity in (earnings) losses of unconsolidated real estate partnerships			(7,618	)		2,588			2,665
		Equity in (earnings) losses of unconsolidated subsidiaries			2,290			4,595			(12,009	)
		Loss from IPLP exchange and assumption			—			684			2,648
		Changes in operating assets and operating liabilities			(11,581	)		7,580			(16,545	)
			Total adjustments		290,647			173,690			75,224
			Net cash provided by operating activities		400,364			254,380			144,152
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of and additions to real estate				(334,264	)		(217,283	)		(216,636	)
	Proceeds from sales of property				159,340			46,143			36,468
	Purchase of common stock, general and limited partnership interests and other assets				(453,263	)		(220,160	)		(32,576	)
	Purchase of/additions to notes receivable				(81,657	)		(97,593	)		(81,587	)
	Proceeds from sale of notes receivable				—			—			11,000
	Proceeds from repayment of notes receivable				64,559			61,407			29,290
	Cash from newly consolidated properties				54,875			68,127			—
	Cash received in connection with acquisitions				—			22,677			4,693
	Cash paid for merger / acquisition related costs				(31,889	)		(19,347	)		(76,286	)
	Distributions received from investments in unconsolidated real estate partnerships				75,818			87,284			1,576
	Distributions received from (contributions to) unconsolidated subsidiaries				—			25,667			(13,032	)
	Purchase of investments held for sale				—			—			(4,935	)
	Redemption of OP Units				—			—			(516	)
			Net cash used in investing activities		(546,481	)		(243,078	)		(342,541	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from secured notes payable borrowings				502,085			297,536			102,115
	Principal repayments on secured notes payable				(265,269	)		(53,572	)		(93,469	)
	Proceeds from secured tax-exempt bond financing				—			20,731			210,720
	Principal repayments on secured tax-exempt bond financing				(26,677	)		(41,894	)		(224,395	)
	Net borrowings (pay downs) on the secured short-term financing				119,540			(170,622	)		(23,455	)
	Payment of loan costs				(21,920	)		(16,070	)		(7,398	)
	Proceeds from issuance of common and preferred units, exercise of options/warrants				251,348			293,225			351,770
	Proceeds from partnership preferred units in a subsidiary and warrants to purchase AIMCO Class A Common Stock				—			—			35,000
	Principal repayments received on notes due from officers on common unit purchases				15,050			6,241			8,951
	Repurchase of common units				(2,580	)		(8,038	)		(11,066	)
	Payment of distribution to General Partner and Special Limited Partner				(188,600	)		(154,654	)		(100,045	)
	Payment of distributions to Limited Partners				(16,962	)		(18,349	)		(3,949	)
	Payment of preferred unit distributions				(64,249	)		(54,227	)		(21,194	)
	Payment of special dividend on Class E Preferred Units				—			(45,330	)		—
	Payment of distributions to minority interest				(100,138	)		(17,507	)		(11,582	)
	Proceeds from issuance of High Performance Units				—			—			2,130
			Net cash provided by financing activities		201,628			37,470			214,133
NET INCREASE IN CASH AND CASH EQUIVALENTS					55,511			48,772			15,744
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR					101,604			52,832			37,088
CASH AND CASH EQUIVALENTS AT END OF YEAR				$	157,115		$	101,604		$	52,832

See notes to consolidated financial statements.

F-6

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2000, 1999 and 1998
(In Thousands)

			2000			1999			1998
SUPPLEMENTAL CASH INFORMATION:
	Interest paid		$	254,802		$	140,410		$	90,580
	Non Cash Transactions Associated with the Acquisition of Properties:
		Secured debt assumed in connection with purchase of real estate		60,605			110,101			115,151
		Real estate, assets acquired		93,975			230,194			43,756
		Assumption of operating liabilities		148			15,233			857
		Accrual of contingent consideration		—			(4,500	)		4,500
		OP Units issued		33,222			104,950			—
	Non Cash Transactions Associated with Acquisition of Limited Partnership Interests and Interests in the Unconsolidated Subsidiaries:
		Issuance of OP Units for interests in unconsolidated real estate partnerships		29,885			15,085			4,045
		Issuance of OP Units and assumption of liabilities for interests in unconsolidated subsidiaries		—			4,762			—
	Non Cash Transactions Associated with Mergers:
		Real estate		324,602			65,605			713,596
		Investments in and notes receivable from unconsolidated real estate partnerships		121,671			447,128			488,537
		Investments in and notes receivable from unconsolidated subsidiaries		157,785			(13,137	)		68,168
		IPLP Exchange and Assumption		—			(386,161	)		386,161
		Restricted cash		7,212			1,339			36,871
		Other assets		6,163			33,493			77,116
		Secured debt		248,524			59,002			705,541
		Unsecured debt		—			—			2,513
		Accounts payable, accrued and other liabilities		74,310			38,941			172,400
		Mandatorily redeemable convertible preferred securities of a subsidiary trust		—			—			149,500
		Minority interest in other entities		23,816			13,817			5,752
		OP Units issued		62,177			56,101			655,574
	Non Cash Transactions Associated with Consolidation of Assets:
		Real estate		1,754,492			1,016,343			22,089
		Investments in and notes receivable from unconsolidated real estate partnerships		(685,173	)		(380,359	)		(16,683	)
		Investments in and notes receivable from unconsolidated subsidiaries		(3,271	)		—			—
		Restricted cash		46,284			43,605			—
		Other Assets		55,128			—			—
		Secured debt		1,133,197			561,129			4,679
		Accounts payable, accrued and other liabilities		63,011			44,361			727
		Minority interest in other entities		1,573			77,774			—
	Non Cash Transfer of Assets to an Unconsolidated Subsidiary:
		Real estate		(9,429	)		(32,091	)		—
		Notes receivable		—			6,245			—
		Secured debt		—			(25,620	)		—
	Other:
		Receipt of notes payable from officers		7,733			8,202			23,471
		Conversion of Preferred Units into OP Units		150,199			401,218			—
		Tenders payable for purchase of limited partner interest		—			77,380			—

See notes to consolidated financial statements.

F-7

AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

NOTE 1 — Organization

      AIMCO Properties, L.P. (together with its subsidiaries and other controlled entities, the “Partnership” (and together with entities in which the Partnership has a controlling financial interest, the “Company”)), a Delaware limited partnership, was formed on May 16, 1994 to engage in the ownership, acquisition, redevelopment, expansion and management of multi-family apartment properties. The Partnership’s securities include Partnership Common Units (“OP Units”), Partnership Preferred Units (“Preferred Units”), and High Performance Partnership Units (see Note 18). Apartment and Investment Management Company (“AIMCO”) is the owner of the General Partner and Special Limited Partner, as defined in the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (the “Partnership Agreement”), of the Partnership. The General Partner and Special Limited Partner hold OP Units of the Partnership. In addition, AIMCO is the primary holder of all Preferred Units outstanding in the Partnership. The Limited Partners of the Partnership are individuals or entities that own OP Units other than AIMCO. After holding the OP Units for one year, the Limited Partners have the right to redeem their OP Units for cash, subject to the prior right of the Partnership to elect to acquire some or all of the OP Units tendered for redemption for cash or in exchange for shares of AIMCO Class A Common Stock, on a one-for-one ratio.

      The Partnership, through its operating divisions and subsidiaries, was formed to hold and conduct substantially all of AIMCO’s operations and manages the daily operations of AIMCO’s business and assets. All employees of the Company are employees of the Partnership; AIMCO has no employees.

      According to the terms of the Partnership Agreement, the capital structure of the Partnership, in terms of the OP Units owned by the General Partner, the Special Limited Partner and the Preferred Units outstanding, is required to mirror the capital structure of AIMCO, with the only difference being that the Partnership has additional OP Units and Preferred Units outstanding which are owned by the Limited Partners. Therefore, AIMCO is required to contribute to the Partnership all proceeds from offerings of the AIMCO Class A Common Stock, preferred stock, or any other equity offerings. In addition, substantially all of AIMCO’s assets must be owned through the Partnership; therefore, AIMCO is generally required to contribute to the Partnership all assets acquired. In exchange for the contribution of offering proceeds or assets, AIMCO receives additional interests in the Partnership with similar terms (i.e., if AIMCO contributes proceeds of a preferred stock offering, AIMCO receives Preferred Units).

      AIMCO frequently consummates transactions for the benefit of the Partnership. For legal, tax or other business reasons, AIMCO may hold title or ownership of certain assets until they can be transferred to the Partnership. However, the Partnership has a controlling financial interest in all of AIMCO’s assets in the process of transfer to the Partnership.

      As of December 31, 2000, the Company owned or managed 326,289 apartment units in 1,720 properties located in 47 states, the District of Columbia and Puerto Rico, as follows:

• owned or controlled (consolidated) 153,872 units in 566 apartment properties;

• held an equity interest in (unconsolidated) 111,748 units in 683 apartment properties; and

• managed 60,669 units in 471 apartment properties for third party owners and affiliates.

      The Company manages apartment properties for third parties and affiliates through unconsolidated subsidiaries referred to as the “management companies.”

      At December 31, 2000 and 1999, the Partnership had 79,678,378 and 73,243,819 OP Units outstanding, respectively, and 33,748,962 and 26,013,450 Preferred Units outstanding, respectively.

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 the Partnership, its majority owned subsidiaries and controlled real estate partnerships. Pursuant to a Management and Contribution Agreement between the Partnership and AIMCO, the Partnership has acquired, in exchange for interests in the Partnership, the economic benefits of subsidiaries of AIMCO in which the Partnership does not have an interest, and AIMCO has granted the Partnership a right of first refusal to acquire such subsidiaries’ assets for no additional consideration. Pursuant to the agreement, AIMCO has also granted the Partnership certain rights with respect to assets of such subsidiaries. Interests held by limited partners in real estate partnerships controlled by the Company are reflected as Minority Interest.

      Significant intercompany balances and transactions have been eliminated in consolidation. The assets of property-owning limited partnerships and limited liability companies owned or controlled by the Company are generally not available to pay creditors or secure the obligations of the Company.

   Real Estate and Depreciation

      Real estate is recorded at cost, less accumulated depreciation, unless considered impaired. If events or circumstances indicate that the carrying amount of a property may be impaired, the Company will make an assessment of its recoverability by estimating the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate future cash flows, the Company would recognize an impairment loss to the extent the carrying amount exceeds the fair value of the property. As of December 31, 2000, management believes that no impairments exist based on periodic reviews. No impairment losses were recognized for the years ended December 31, 2000, 1999 and 1998.

      Direct costs associated with the acquisition of ownership or control of properties are capitalized as a cost of the assets acquired, and are depreciated over the estimated useful lives of the related assets. Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.

      Initial Capital Expenditures (“ICE”) are those costs considered necessary by the Company in its investment decision to correct deferred maintenance or improve a property. Capital enhancements are costs incurred that add a material new feature or increase the revenue potential of a property. ICE and capital enhancement costs are capitalized and depreciated over the estimated useful lives of the related assets.

      Expenditures in excess of $250 that maintain an existing asset which has a useful life of more than one year are capitalized as capital replacement expenditures and depreciated over the estimated useful life of the asset.

      Depreciation is calculated on the straight-line method based on a fifteen to thirty year life for buildings and improvements and five years for furniture, fixtures and equipment.

   Redevelopment

      The Company capitalizes direct and indirect costs (including interest, taxes and other costs) in connection with the redevelopment of its owned or controlled properties and land under development. Interest of $9.3 million, $6.6 million and $2.8 million was capitalized for the years ended December 31, 2000, 1999 and 1998, respectively.

   Investments in Unconsolidated Real Estate Partnerships

      The Company owns general and limited partnership interests in numerous partnerships that own multi-family apartment properties. Investments in real estate partnerships in which the Company has significant influence but does not have control are accounted for under the equity method. Under the equity method, the Company’s pro-rata 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 (see Note 5).

   Investments in Unconsolidated Subsidiaries

      The Company has investments in numerous subsidiaries. Investments in entities in which the Company has significant influence but does not have control are accounted for under the equity method. Under the equity

F-9

method, the Company’s pro-rata share of the earnings or losses of the entity for the periods being presented is included in equity in earnings (losses) from unconsolidated subsidiaries (see Note 6).

   Notes Receivable from Unconsolidated Real Estate Partnerships and Subsidiaries

      The Company has investments in numerous notes receivable, which were either extended by the Company or were made by predecessors whose positions have been acquired by the Company. Interest income is recognized on these investments based upon whether the collectibility of such amounts is both probable and estimable. Notes receivable from unconsolidated real estate partnerships and subsidiaries consist substantially of second mortgage note receivable, whose ultimate repayment is subject to a number of variables, including the performance and value of the underlying real property and the ultimate timing of repayments of receivables. The carrying amounts of notes receivable approximates their fair value in consideration of interest rates, market conditions and other qualitative factors (see Note 7).

   Cash Equivalents

      The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

   Restricted Cash

      Restricted cash includes capital replacement reserves, completion repair reserves, bond sinking fund amounts and tax and insurance impound accounts held by lenders.

   Other Assets

      Fees and costs incurred in obtaining financing are capitalized and are included in other assets. Such costs are amortized over the terms of the related loan agreements and are charged to interest expense.

      Certain intangible assets are included in other assets and consist of costs associated with the purchase of property management businesses, including property management contracts, legal and other acquisition costs. These costs are amortized on a straight-line basis over terms ranging from five to twenty years.

   Revenue Recognition

      The Company’s properties have operating leases with apartment residents with terms generally of twelve months or less. Rental revenues and property management and asset management fees are recognized when earned.

   Income on Loans

      Income on loans is recorded as earned in accordance with the terms of the related loan agreements. The accrual of interest is discontinued when a loan becomes ninety days contractually delinquent or sooner when, in the opinion of the Company, impairment has occurred in the value of the collateral property securing the loan. Income on nonaccrual loans or loans that are otherwise not performing in accordance with their terms is recorded on a cash basis.

   Allowance for Loan Losses

      Loan losses on notes receivable are charged to income and an allowance account is established when the Company believes the principal balance will not be recovered. The Company assesses the collectibility of each note on a periodic basis through a review of the collateral, property operations, the property value and the borrower’s ability to repay the loan.

   Income Taxes

      Income or losses of the Partnership are allocated to the partners of the Partnership for inclusion in their respective income tax returns. Accordingly, no provision or benefit for income taxes has been made in the accompanying financial statements. AIMCO has elected to be taxed as a real estate investment trust (“REIT”), as defined under the Internal Revenue Code of 1986, as amended. In order for AIMCO to qualify as a REIT, at least 90% (95% in 2000) of AIMCO’s gross income in any year must be derived from qualifying sources. The

F-10

activities of unconsolidated subsidiaries engaged in the service company business are not qualifying sources.

      As a REIT, AIMCO generally will not be subject to U.S. Federal income taxes at the corporate level on its net income that is distributed to its stockholders if it distributes at least 90% of its REIT taxable income to its stockholders. REITs are also subject to a number of other organizational and operational requirements. If AIMCO fails to qualify as a REIT in any taxable year, its taxable income will be subject to U.S. Federal income tax at regular corporate rates (including any applicable alternative minimum tax). Even if AIMCO qualifies as a REIT, it may be subject to certain state and local income taxes and to U.S. Federal income and excise taxes on its undistributed income.

   Earnings Per OP Unit

      Earnings per OP Unit is calculated based on the weighted average number of OP Units, OP Unit equivalents and dilutive convertible securities outstanding during the period. Diluted earnings per OP Unit also includes the effect of potential issuances of additional OP Units if stock options and warrants were exercised or converted into AIMCO Class A Common Stock (see Note 16).

   Fair Value of Financial Instruments

      The estimated aggregate fair value of the Company’s cash and cash equivalents, receivables, payables and short-term secured debt as of December 31, 2000 is assumed to approximate their carrying value due to their relatively short terms. Management further believes that the fair market value of the Company’s secured tax-exempt bond debt and secured long-term debt approximate their carrying value, based on market comparisons to similar types of debt instruments having similar maturities.

   Concentration of Credit Risk

      Financial instruments that potentially could subject the Company to significant concentrations of credit risk consist principally of notes receivable from unconsolidated real estate partnerships. Concentrations of credit risk with respect to notes receivable from unconsolidated real estate partnerships are limited due to the large number of partnerships comprising the Company’s partnership base and the geographic diversity of the underlying properties.

   Industry Segment

      The Company owns and operates multi-family apartment communities throughout the United States and Puerto Rico which generate rental and other property related income through the leasing of apartment units to a diverse base of tenants. The Company separately evaluates the performance of each of its apartment communities. However, because each of the apartment communities has similar economic characteristics, facilities, services and tenants, the apartment communities have been aggregated into a single apartment communities segment. All segment disclosures are included in or can be derived from the Company’s consolidated financial statements.

      All revenues are from external customers and no revenues are generated from transactions with other segments. There were no tenants that contributed 10% or more of the Company’s total revenues during 2000, 1999 or 1998.

   Use of Estimates

      The preparation of the Company’s 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 1999 and 1998 consolidated financial statements have been reclassified to conform with the 2000 presentation.

F-11

NOTE 3 — Real Estate

      Real estate at December 31, 2000 and 1999, is as follows (in thousands):

	2000			1999
Land	$	976,421		$	661,502
Buildings and improvements		6,036,031			3,851,195
		7,012,452			4,512,697
Accumulated depreciation		(912,758	)		(415,992	)
	$	6,099,694		$	4,096,705

      The Company directly acquired 12 apartment communities containing 2,830 units in separate transactions during 2000 (not including those acquired in connection with the acquisition of the Oxford properties (see Note 4)). The aggregate consideration paid by the Company of $136.5 million consisted of $42.7 million in cash, $26.4 million in Preferred Units, $6.8 million in OP Units and the assumption of $60.6 million of secured long-term indebtedness. As part of these acquisitions, the Company has also determined to undertake $4.8 million of initial capital enhancements to these properties.

      The Company directly acquired 28 apartment communities containing 12,721 units in unrelated transactions during 1999 (not including those acquired in connection with the merger with Insignia Properties Trust (see Note 4)). The aggregate consideration paid by the Company of $495.0 million consisted of $91.5 million in cash, 2.4 million Preferred Units, 1.4 million OP Units with a total recorded value of $116.8 million, the assumption of $110.1 million of secured long-term indebtedness, the assumption of $15.2 million of other liabilities, and new financing of $161.4 million of secured long-term indebtedness. Four of these assets were then contributed to an unconsolidated subsidiary.

      In addition to the acquisitions described above, in 2000 and 1999, the Company acquired controlling interests in partnerships owning 201 properties (52,217 units) and 125 properties (34,228 units), respectively, and began consolidating these entities. Control was obtained through the purchase of limited partnership interests from unaffiliated third parties or other increases in the Company’s equity investment in the real estate partnerships.

      During 2000, the Company sold 32 properties containing 7,660 units to unaffiliated third parties. Cash proceeds from the sales of approximately $159.3 million were used to repay a portion of the Company’s outstanding indebtedness. The Company recognized a net GAAP gain of approximately $26.3 million on the disposition of these properties, of which 35% of the gain related to one property.

      During 1999, the Company sold 8 properties containing 2,309 units to unaffiliated third parties. Cash proceeds from the sales of approximately $49.0 million were used to repay a portion of the Company’s outstanding indebtedness. The Company recognized a loss of approximately $1.8 million on disposition of these properties, of which 96% of the loss related to one property.

NOTE 4 — Mergers

   Ambassador Merger

      On May 8, 1998, Ambassador Apartments, Inc. (“Ambassador”), was merged with and into AIMCO, with AIMCO being the surviving corporation. The merger was accounted for as a purchase and as a result, the results of operations were included in the consolidated statement of income from the date of acquisition. The purchase price of $713.6 million was comprised of $90.3 million in cash, $372.0 million of assumed debt and approximately 6.6 million shares of AIMCO Class A Common Stock valued at $251.3 million. Pursuant to the Ambassador merger agreement, each outstanding share of Ambassador common stock not owned by AIMCO was converted into the right to receive 0.553 shares of AIMCO Class A Common Stock. Concurrently, all outstanding options to purchase Ambassador common stock were converted into cash or options to purchase AIMCO Class A Common Stock, at the same conversion ratio. Contemporaneously with the consummation of the Ambassador merger, a subsidiary of the Partnership merged with Ambassador’s operating partnership and each outstanding unit of limited partnership interest in the Ambassador operating partnership was converted into the right to receive 0.553 OP Units. Prior to its acquisition by AIMCO, Ambassador was a self-administered and self-managed real estate investment trust engaged in the ownership and management of garden-style apartment properties leased primarily to middle income tenants. Ambassador owned 52 apartment communities with a total of 15,728 units located in Arizona, Colorado, Florida, Georgia, Illinois, Tennessee and Texas, and managed one property containing 252 units for an unrelated third party.

F-12

   Insignia Merger

      On October 1, 1998, Insignia Financial Group, Inc., a Delaware corporation, (“Insignia”) was merged with and into AIMCO with AIMCO being the surviving corporation. The merger was accounted for as a purchase and as a result, the results of operations were included in the consolidated statement of income from the date of acquisition. The purchase price of $1,125.7 million was comprised of the issuance of up to approximately 8.9 million shares of AIMCO Class E Cumulative Convertible Preferred Stock (the “Class E Preferred Stock”) valued at $301.2 million, $670.1 million in assumed debt and liabilities (including a $50 million special dividend, assumed liabilities of Insignia Properties Trust and transaction costs), $149.5 million in assumed mandatory redeemable convertible preferred securities, and $4.9 million in cash. The AIMCO Class E Preferred Stock entitled the holders thereof to receive the same cash dividends per share as holders of AIMCO Class A Common Stock. On January 15, 1999, holders of AIMCO Class E Preferred Stock received a special dividend in an aggregate amount of approximately $50 million, and all outstanding shares of AIMCO Class E Preferred Stock automatically converted into an equal number of shares of AIMCO Class A Common Stock.

      As a result of the Insignia merger, AIMCO acquired: (i) Insignia’s interests in Insignia Properties Trust, (“IPT”), a Maryland REIT, which was a majority owned subsidiary of Insignia; (ii) Insignia’s interest in Insignia Properties, L.P., (“IPLP”) IPT’s operating partnership; (iii) 100% of the ownership of the Insignia entities that provide multifamily property management and partnership administrative services; (iv) Insignia’s interest in multi-family co-investments; (v) Insignia’s ownership of subsidiaries that control multi-family properties not included in IPT; (vi) Insignia’s limited partner interests in public and private syndicated real estate limited partnerships; and (vii) assets incidental to the foregoing businesses. Insignia owned or managed in excess of 170,000 apartment units.

      Concurrently with the Insignia merger, AIMCO contributed to the Partnership all the assets and liabilities acquired, except Insignia’s interests in IPT, in exchange for approximately 3.8 million OP Units valued at approximately $132.5 million and $4.9 million in cash. The assets and liabilities contributed to the Partnership consisted of assets valued at $775.7 million, assumed debt and liabilities of $488.8 million (including the $50 million special dividend and transaction costs) and $149.5 million in assumed mandatory redeemable convertible preferred securities.

      Also on October 1, 1998, in connection with and following the Insignia merger, the Partnership purchased from IPLP the economic interests underlying substantially all the assets of IPLP, excluding certain enumerated assets such as cash (the “IPLP Exchange and Assumption”). In exchange for the economic interests underlying the assets, the Partnership agreed to assume all the obligations of IPLP with respect to such assets and issued to IPLP approximately 10.2 million OP Units (which were assigned a value of approximately $386.2 million). The Company records income or loss from the assets and liabilities subject to the IPLP Exchange and Assumption. Effective February 26, 1999, upon completion of the merger with IPT (described below), IPLP and the Partnership unwound the IPLP Exchange and Assumption.

   Insignia Properties Trust Merger

      As a result of the Insignia merger, AIMCO acquired approximately 51% of the outstanding shares of beneficial interest of IPT. On February 26, 1999, IPT was merged into AIMCO. Pursuant to the merger, each of the outstanding shares of IPT that were not held by AIMCO were converted into the right to receive 0.3601 shares of AIMCO Class A Common Stock, resulting in the issuance of approximately 4.3 million shares of AIMCO Class A Common Stock (with a recorded value of approximately $158.8 million). Concurrently with the IPT merger, all the assets and liabilities of IPT were contributed by AIMCO to the Partnership in exchange for approximately 8.9 million OP Units (valued at approximately $318.2 million). Also in connection with the IPT Merger, the IPLP Exchange and Assumption was unwound and the approximately 10.2 million OP Units issued in connection with the IPLP Exchange and Assumption were canceled.

F-13

   Oxford Acquisition

      On September 20, 2000, the Company acquired all of the stock and other interests of the Oxford entities that were held by six executive officers and directors of the Oxford entities. The Oxford properties are 167 apartment communities including 36,949 units, located in 18 states. This transaction was accounted for as a purchase, and as a result, the results of operations were included in the consolidated statement of income from the date of acquisition. The purchase price of $1,189 million was comprised of $266 million in cash, $861 million of assumed liabilities and incurred transaction costs and $62 million in OP Units valued at $45 per unit.

   Unaudited Pro forma Statements

      The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2000 and 1999 have been prepared as if each of the following transactions had occurred on January 1, 1999: (i) the Oxford acquisition; (ii) the acquisition of the Regency Windsor Apartment Communities, which include fourteen separate residential apartment communities located in Indiana, Michigan and North Carolina; (iii) the acquisition of the Dreyfuss Apartment Communities located in Virginia and Maryland; and (v) the Oxford tender offers of approximately $58 million ($37 million paid in cash, $21 million paid in OP units) that occurred in 2000 subsequent to the Oxford acquisition.

      The pro forma information is not necessarily indicative of what the Company’s results of operations would have been assuming the completion of the described transactions at the beginning of the periods indicated, nor does it purport to project the Company’s results of operations for any future period.

Pro Forma Condensed Consolidated Statements of Operations
(In Thousands, Except Per Unit Data)
(unaudited)

	2000		1999
Rental and other property revenues	$	1,139,564	$	685,956
Net income	$	92,398	$	36,620
Net income (loss) allocable to Common Unitholders	$	21,403	$	(26,814	)
Basic earnings (loss) per Common OP Unit	$	0.29	$	(0.38	)
Diluted earnings (loss) per Common OP Unit	$	0.28	$	(0.38	)

NOTE 5 — Investments in Unconsolidated Real Estate Partnerships

      The Company owns general and limited partner interests in approximately 625 partnerships which it acquired through acquisitions, direct purchases and separate offers to other limited partners. The Company’s total ownership interests in these unconsolidated real estate partnerships range from 1% to 99%. However, based on the provisions of the related partnership agreements, which grant varying degrees of control, the Company is not deemed to have control of these partnerships sufficient to require or permit consolidation for accounting purposes.

      During 2000 and 1999, the Company acquired limited partnership interests in various partnerships in which affiliates of the Company served as a general partner. The Company paid approximately $195 million in cash and OP Units and $258 million in cash and OP Units, during 2000 and 1999, respectively, in connection with such tender offers. In 2000, the Company also acquired general and limited partnership interests in various partnerships as part of the Oxford acquisition, which closed on September 20, 2000, increasing the resulting partnership debt.

F-14

      The Oxford acquisition and consolidation of an additional 201 and 125 properties in 2000 and 1999 respectively, resulted in the following net change to the selected combined historical gross financial information for the Company’s unconsolidated real estate partnerships as of and for the years ended December 31, 2000, and 1999 (in thousands):

	2000			1999
Real estate, net of accumulated depreciation	$	2,597,025		$	2,930,748
Total assets		3,136,264			3,501,195
Secured notes payable		4,246,457			2,940,819
Total liabilities		4,484,159			3,536,646
Partners’ (deficit)		(1,347,895	)		(35,451	)
Rental and other property revenues		777,621			1,120,888
Property operating expenses		(408,198	)		(582,523	)
Depreciation expense		(140,730	)		(237,066	)
Interest expense		(232,995	)		(269,163	)
Net income		135,927			42,106

NOTE 6 — Investments in Unconsolidated Subsidiaries

      In order to satisfy certain requirements of the Internal Revenue Code applicable to AIMCO’s status as a REIT, certain assets of the Company are held through corporations in which the Company holds non-voting preferred stock and certain officers and/or directors of AIMCO hold, directly or indirectly, all of the voting common stock. Effective December 29, 1999, a portion of the voting common stock was purchased by the Company and was exchanged for non-voting preferred stock, bringing the total voting common stock interests to represent a 1% economic interest and the non-voting preferred stock to represent a 99% economic interest.

      In 2000, in connection with the Oxford acquisition, the Company sold or contributed certain real estate assets and liabilities to the unconsolidated subsidiaries in exchange for notes receivable and preferred stock interest.

      As a result of the controlling ownership interest in the unconsolidated subsidiaries being held by others, the Company accounts for its interest in the unconsolidated subsidiaries using the equity method. As of December 31, 2000, the unconsolidated subsidiaries included AIMCO/NHP Holdings, Inc., AIMCO/NHP Properties, Inc., NHP Management Company, NHP A&R Services, Inc., and AIMCO/Bethesda Holdings, Inc.

      The following table provides selected combined historical financial information for the Company’s unconsolidated subsidiaries as of and for the years ended December 31, 2000 and 1999 (in thousands):

	2000			1999
Total assets	$	649,813		$	166,019
Total liabilities		654,076			128,423
Stockholders’ equity		(4,263	)		37,596
Total revenues		158,609			139,667
Total expenses		(154,487	)		(142,515	)
Net income (loss)		4,122			(2,848	)

NOTE 7 — Notes Receivable

      The following table summarizes the Company’s notes receivable from unconsolidated real estate partnerships and subsidiaries at December 31, 2000 and 1999 (in thousands):

	Notes Receivable from				Notes Receivable from
	Unconsolidated Real				Unconsolidated
	Estate Partnerships				Subsidiaries
	2000		1999		2000			1999
Par value notes	$	60,355	$	67,414	$	218,873		$	88,754
Discounted notes		80,505		92,521		—			—
Less: General partner notes payable		—		—		(28,420	)		—
Total	$	140,860	$	159,935	$	190,453		$	88,754

F-15

      The Company recognizes interest income earned from its investments in notes receivable based upon whether the collectibility of such amounts is both probable and estimable. The notes receivable were either extended by the Company and are carried at the face amount plus accrued interest (“par value notes”) or were made by predecessors whose positions have been acquired by the Company at a discount and are carried at the acquisition amount using the cost recovery method (“discounted notes”).

      As of December 31, 2000 and 1999, the Company held $60.4 million and $67.4 million, respectively, of par value notes receivable from unconsolidated real estate partnerships, including accrued interest, for which management believes the collectibility of such amounts is both probable and estimable. As such, interest income from the par value notes is generally recognized as it is earned. Interest income from such notes for the years ended December 31, 2000, 1999 and 1998, totaled $23.2 million, $12.8 million, and $15.3 million, respectively.

      As of December 31, 2000 and 1999, the Company held discounted notes, including accrued interest, with a carrying value of $80.5 million and $92.5 million, respectively. The total face value plus accrued interest of these notes were $151.0 million and $173.1 million in 2000 and 1999, respectively. In general, interest income from the discounted notes is not recognized as it is earned until such time as the timing and amounts of cash flows are probable and estimable.

      Under the cost recovery method, the discounted notes are carried at the acquisition amount, less subsequent cash collections, until such time as collectibility is probable and the timing and amounts are estimable. Based upon closed or pending transactions (including sales activity), market conditions, and improved operations of the obligor, among other things, certain notes and the related discounts have been determined to be collectible. Accordingly, interest income that had previously been deferred and portions of the related discounts were recognized as interest income during the period. For the years ended December 31, 2000, 1999 and 1998, the Company recognized deferred interest income and discounts of approximately $26.4 million ($0.35 per basic and diluted OP Unit), $32.5 million ($0.47 per basic and diluted OP Unit), and $1.4 million ($0.03 per basic and diluted OP Unit). Approximately 90% of the recognized interest income is collected in cash or through foreclosure of the property securing the note within 12 months from the date that such amounts were determined to be collectible, and the remainder is collected in the following six months.

      As of December 31, 2000 and 1999, The Company held $218.9 million and $88.8 million, respectively of par value notes receivable from unconsolidated subsidiaries. In 2000, in connection with the Oxford acquisition, the Company sold certain assets and liabilities to the unconsolidated subsidiaries in exchange for notes receivable. The Company also acquired, in the Oxford acquisition, notes receivable that were payable from Oxford entities that are now owned by the unconsolidated subsidiaries. Certain general partner notes are held at the unconsolidated subsidiaries and, therefore, the general partner payables ($28.4 million) related to these notes are offset against the Company’s notes receivable from unconsolidated subsidiaries.

NOTE 8 — Secured Notes Payable

      During 2000, the Company issued or assumed $669.0 million of long-term, fixed-rate, fully amortizing non-recourse notes payable with a weighted average interest rate of 7.5%. Each of the notes is individually secured by 107 properties with no cross-collateralization. In addition, the Company also assumed $895.9 million of long-term, fixed-rate notes payable, as a part of purchasing controlling interests in limited partnerships owning 201 properties, which resulted in these properties being consolidated in 2000.

      The following table summarizes the Company’s secured notes payable at December 31, 2000 and 1999, all of which are non-recourse to the Company (in thousands):

		2000		1999
Fixed rate, ranging from 5.00% to 12.00%, fully-amortizing notes maturing at various dates through 2034.		$	2,428,155	$	1,597,772
Fixed rate, ranging from 5.00% to 10.04%, non-amortizing notes maturing at various dates through 2029.			830,187		356,487
	Total	$	3,258,342	$	1,954,259

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      As of December 31, 2000, the scheduled principal amortization and maturity payments for the Company’s secured notes payable are as follows (in thousands):

	Amortization		Maturities		Total
2001	$	51,266	$	96,343	$	147,609
2002		70,542		102,484		173,026
2003		79,344		150,237		229,581
2004		82,831		141,173		224,004
2005		89,253		142,302		231,555
Thereafter						2,252,567
					$	3,258,342

NOTE 9 — Secured Tax-Exempt Bond Financing

      During 2000, the Company assumed $394.0 million of long-term, fixed-rate, fully amortizing non-recourse tax-exempt bonds with a weighted average interest rate of 5.9%. Each of the bonds is individually secured by one of 22 properties with no cross-collateralization.

      In 1999, the Company issued $17.8 million of long-term, fixed-rate, fully amortizing non-recourse tax-exempt bonds with a weighted average interest rate of 7.1%. Each of the bonds is individually secured by one of two properties with no cross-collateralization. The Company used the net proceeds after transaction costs of $17.3 million to repay existing debt.

      The following table summarizes the Company’s secured tax-exempt bond financing at December 31, 2000 and 1999, all of which is non-recourse to the Company (in thousands):

		2000		1999
7.0% fully-amortizing bonds, due July 2016		$	42,435	$	43,889
6.9% fully-amortizing bonds, due July 2016			8,686		8,987
Fixed rate fully-amortizing bonds, ranging from 5.1% to 5.8%, due 2021			117,025		157,578
Fixed rate fully-amortizing bonds, ranging from 6.5% to 7.3%, due at various dates through 2036			286,604		79,866
Fixed rate non-amortizing bonds, ranging from 5.0% to 8.19%, due at various dates through 2017			32,993		50,158
Interest-only bonds, ranging from 3.7% to 7.7%, due at various dates through 2029			195,331		4,453
Floating rate non-amortizing bonds, due 2001 and 2008			30,799		31,689
Variable rate bonds, ranging from 4.9% to 5.3%, due 2021			59,160		44,210
	Total	$	773,033	$	420,830

      As of December 31, 2000, the scheduled principal amortization and maturity payments for the Company’s secured tax-exempt bonds are as follows (in thousands):

	Amortization		Maturities		Total
2001	$	28,225	$	—	$	28,225
2002		12,718		—		12,718
2003		13,400		—		13,400
2004		14,139		121,795		135,934
2005		15,192		—		15,192
Thereafter						567,564
					$	773,033

NOTE 10 — Secured Short-Term Financing

      In August 1999, AIMCO and the Partnership closed a $300 million revolving credit facility arranged by Bank of America, N.A., Fleet National Bank (successor in Bank Boston, N.A.) and First Union National Bank with a syndicate comprised of a total of nine lender participants. Effective March 15, 2000 the credit facility was expanded by $45 million with the potential to expand it by another $55 million to a total of $400 million. Of the $55 million potential expansion, $5 million was expanded on April 14, 2000 bringing the total availability to $350 million. In September 2000, the credit facility was amended and restated. The obligations under the credit facility are secured by a first priority pledge of certain non-real estate assets of the Partnership and a second priority pledge of the ownership interests of the Partnership, NHP Management Company,

F-17

AIMCO/Bethesda Holdings, Inc., and AIMCO Holdings, L.P., in certain subsidiaries of AIMCO and certain options to purchase Beneficial Assignee Interests (“BACs”) in Oxford Tax Exempt Fund II Limited Partnership (“OTEF”). Borrowings under the credit facility, including the $50 million expansion, are available for general corporate purposes. The credit facility matures in July 2002 and can be extended twice at the option of any of the Partnership, NHP Management Company or AIMCO/Bethesda Holdings Inc. for a term of one year. The annual interest rate under the new credit facility is based on either LIBOR or a base rate which is the higher of Bank of America’s reference rate or 0.5% over the federal funds rate, plus, in either case, an applicable margin. The margin ranges between 2.05% and 2.55%, in the case of LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans, based upon a fixed charge coverage ratio. The weighted average interest rate at December 31, 2000 was 9.16%, and the balance outstanding was $254.7 million. The amount available under the credit facility at December 31, 2000 and 1999 was $95.3 million (less $1.2 million for outstanding letters for credit) and $90.8 million, respectively. Of the total availability of $94.1million, $28.8 million pertains to unused letters of credit.

      In September 2000, the Company closed a term loan from Bank of America, N.A., Lehman Commercial Paper Inc. and several other lenders, pursuant to a term loan with a total availability of $302 million to finance part of the Oxford acquisition. Transaction costs (including advisory fees) incurred on the term loan were $9.4 million. The borrowers under the term loan are the Partnership, NHP Management Company and AIMCO/Bethesda Holdings, Inc., and all obligations thereunder are guaranteed by AIMCO and certain of its subsidiaries. The obligations under the term loan are secured by a first priority pledge of the ownership interests of the Partnership, NHP Management Company, AIMCO/Bethesda Holdings, Inc., and AIMCO Holdings, L.P., in certain subsidiaries of AIMCO and certain options to purchase BACs in OTEF and a second priority pledge of certain non-real estate assets of the Company. The annual interest rate under the term loan is based either on LIBOR or a base rate which is the higher of Bank of America’s reference rate or 0.5% over the federal funds rate, plus, in either case, an applicable margin. The margin ranges between 4.0% and 5.0% in the case of LIBOR-based loans, and between 1.0% and 2.0% in the case of base rate loans, based upon the number of months the loan is outstanding. The term loan expires in July 2002. The weighted average interest rate at December 31, 2000 was 10.5%. The total amount outstanding under the term loan at December 31, 2000 was $137 million, of which $74 million is classified as secured short-term financing of the Company and the remainder is a liability at the unconsolidated subsidiaries and, therefore, is included in investment in unconsolidated subsidiaries.

NOTE 11 — Commitments and Contingencies

   Legal

      The Company is a party to various legal actions resulting from its operating activities. These actions are routine litigation and administrative proceedings arising in the ordinary course of business, some of which are covered by liability insurance, and none of which are expected to have a material adverse effect on the consolidated financial condition or results of operations of the Company and its subsidiaries taken as a whole.

   Limited Partnerships

      In connection with the Company’s acquisitions of interests in limited partnerships that own properties, the Company and its affiliates are sometimes subject to legal actions, including allegations that such activities may involve breaches of fiduciary duties to the limited partners of such partnerships or violations of the relevant partnership agreements. The Company believes it complies with its fiduciary obligations and relevant partnership agreements, and does not expect such legal actions to have a material adverse effect on the consolidated financial condition or results of operations of the Company and its subsidiaries taken as a whole. The Company may incur costs in connection with the defense or settlement of such litigation, which could adversely affect the Company’s desire or ability to complete certain transactions or otherwise have a material adverse effect on the Company and its subsidiaries.

   Pending Investigations of HUD Management Arrangements

      In July 1999, The National Housing Partnership (“NHP”) received a grand jury subpoena requesting documents relating to NHP’s management of HUD-assisted or HUD-insured multi-family projects and NHP’s operation of a group purchasing program created by NHP, known as Buyers Access. The subpoena relates to the same subject matter as subpoenas NHP received in October and December of 1997 from the HUD Inspector General. To date, neither the HUD Inspector General nor the grand jury has initiated any action against NHP or the Company or, to NHP’s or the Company’s knowledge, any owner of a HUD property managed by NHP. The Company believes that NHP’s operations and programs are in compliance, in all

F-18

material respects, with all laws, rules and regulations relating to HUD-assisted or HUD-insured properties. The Company is cooperating with the investigation and does not believe that the investigation will result in a material adverse effect on the financial condition of the Company. However, as with any similar investigation, there can be no assurance that these will not result in material fines, penalties or other costs that may impact the Company’s future results of operations or cash flow.

   Environmental

      Various Federal, state and local laws subject property owners or operators to liability for 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 of the hazardous substances. The presence of, or the failure to properly remediate hazardous substances may adversely affect occupancy at contaminated apartment communities and the ability to sell or borrow against contaminated properties. In addition to the costs associated with investigation and remediation actions brought by governmental agencies, the presence of hazardous wastes on a property could result in personal injury or similar claims by private plaintiffs. Various laws also impose liability for the cost of removal or remediation of hazardous substances at the disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous or toxic 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 our properties, the Company could potentially be liable for environmental liabilities or costs associated with properties or properties it acquires or manages in the future.

   Operating Leases

      The Company is obligated under office space and equipment non-cancelable operating leases. In addition, the Company subleases certain of its 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 for the five years ending after December 31, 2000 are as follows (in thousands):

		Operating Lease		Sublease
		Payments		Payments
2001	$	11,059	$		2,350
2002		5,796			84
2003		4,116			—
2004		3,525			—
2005		1,534			—
Total	$	26,030	$		2,434

      Under the Company’s current operating structure, substantially all of the office space and equipment subject to the operating leases described above are for the use of its regional operating centers, which are operated by certain of the Company’s unconsolidated subsidiaries (see Note 6). Rent expense recognized by the unconsolidated subsidiaries totaled $5.6, $5.8 and $6.2 million in 2000, 1999 and 1998, respectively. Sublease payments for 2000, 1999 and 1998 were not material.

NOTE 12 — Mandatorily Redeemable Convertible Preferred Securities

      In connection with the Insignia merger, the Company assumed the obligations under the Trust Based Convertible Preferred Securities with an aggregate liquidation amount of $149.5 million. The securities will mature on September 30, 2016 and require distributions at the rate of 6.5% per annum, with quarterly distributions payable in arrears. The securities are convertible by the holders at any time through September 30, 2016 and may be redeemed by the Company on or after November 1, 1999. Each $50 of liquidation value of the securities can be converted into AIMCO Class A Common Stock at a conversion price of $49.61, which equates to 1.007 shares of AIMCO Class A Common Stock. Upon conversion of the securities into AIMCO Class A Common Stock, the Partnership will issue OP Units to AIMCO on a one-for-one ratio. In 2000, the holders of the securities converted a total of $117.2 million of the $149.5 million of the securities into approximately 2,363,000 shares of AIMCO Class A Common Stock.

F-19

NOTE 13 — Registration Statements

      In August 1998, AIMCO and the Partnership filed a shelf registration statement with the Securities and Exchange Commission with respect to an aggregate of $1,268 million of debt and equity securities of AIMCO (of which $268 million was carried forward from a 1997 shelf registration statement) and $500 million of debt securities of the Partnership. The registration statement was declared effective by the SEC on December 10, 1998. As of December 31, 2000, AIMCO had $988 million available and the Partnership had $500 million available from this registration statement. The Company expects to finance pending acquisitions of real estate interests with the issuance of equity and debt securities under the shelf registration statement.

F-20

NOTE 14 — Partners’ Capital

   Preferred Units

      All classes of Preferred Units are on equal parity and are senior to the OP Units. None of the classes of Preferred Units have any voting rights, except the right to approve certain changes to the Partnership Agreement that would adversely affect holders of such class of units. Distributions on all Preferred Units are subject to being declared by the General Partner.

      Holders of the Class B Partnership Preferred Units (the “Class B Preferred Units) are entitled to receive, cash distributions in an amount per unit equal to the greater of (i) $7.125 per year (equivalent to 7.125% of the liquidation preference) or (ii) the cash distributions declared on the number of OP Units into which one Class B Preferred Unit is convertible. Class B Preferred Units are convertible, upon conversion of the Class B Cumulative Preferred Stock, beginning August 1998, into 3.28407 OP Units, subject to certain anti-dilution adjustments. In 2000, 330,529 units of Class B Preferred Units were converted into 1,085,480 OP Units.

      Holders of the Class C, D, G and H Partnership Preferred Units are entitled to receive, distributions at the following rates per annum:

Class C Partnership Preferred Units	9.000	%
Class D Partnership Preferred Units	8.750	%
Class G Partnership Preferred Units	9.375	%
Class H Partnership Preferred Units	9.500	%

      Holders of Class K Partnership Preferred Units (the “Class K Preferred Units”), which were issued on February 18, 1999, are entitled to receive, cash distributions in an amount per unit equal to the greater of (i) $2.00 per year (equivalent to 8% of the liquidation preference) or (ii) the cash distributions payable on the number of shares of Class A Common Stock into which a share of Class K Convertible Cumulative Preferred Stock (“Class K Preferred Stock”) is convertible. Beginning with the third anniversary of the date of original issuance, holders of Class K Preferred Units will be entitled to receive an amount per unit equal to the greater of (i) $2.50 per year (equivalent to 10% of the liquidation preference), or (ii) the cash distributions payable on the number of AIMCO Class A Common Stock into which a share of Class K Preferred Stock is convertible. Partnership Class K Preferred Units are convertible, upon conversion of the Class K Preferred Stock, into 0.59524 OP Units, subject to certain anti-dilution adjustments.

      Holders of Class L Partnership Preferred Units (the “Class L Preferred Units”), which were issued on May 28, 1999, are entitled to receive, cash distributions in an amount per unit equal to the greater of (i) $2.025 per year (equivalent to 8.1% of the liquidation preference) or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class L Convertible Cumulative Preferred Stock (“Class L Preferred Stock”) is convertible. Beginning with the third anniversary of the date of original issuance, the holders of Class L Preferred Units will be entitled to receive an amount per unit equal to the greater of (i) $2.50 per year (equivalent to 10% of the liquidation preference) or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class L Preferred Stock is convertible. Class L Preferred Units are convertible, upon conversion of the Class L Preferred Stock, into 0.5379 OP Units, subject to certain anti-dilution adjustments.

      Holders of Class M Partnership Preferred Units (the “Class M Preferred Units”), which were issued on January 13, 2000, are entitled to receive, for the period beginning January 13, 2000 through and including January 13, 2003, cash distributions in an amount per unit equal to the greater of (i) $2.125 per year (equivalent to 8.5% of the liquidation preference) or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class M Convertible Cumulative Preferred Stock (“Class M Preferred Stock”) is convertible. Beginning with the third anniversary of the date of original issuance, the holders of Class M Preferred Units will be entitled to receive an amount per unit equal to the greater of (i) $2.3125 per year (equivalent to 9.25% of the liquidation preference), or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class M Preferred Stock is convertible. Class M Preferred Units are convertible, upon conversion of the Class M Preferred Stock, into 0.5681818 OP Units, subject to certain anti-dilution adjustments.

F-21

      Holders of Class N Partnership Preferred Units (the “Class N Preferred Units”), which were issued on September 12, 2000 are entitled to receive cash distributions in an amount per unit equal to the greater of (i) $2.25 per year (equivalent to 9% per annum of the liquidation preference), subject to increase in the event of a change in control of AIMCO or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class N Convertible Cumulative Preferred Stock (“Class N Preferred Stock”) is convertible. Distributions will be paid on the Class N Preferred Units quarterly, beginning on October 1, 2000. Class N Preferred Units are convertible, upon conversion of the Class N Preferred Stock, into 0.4762 OP Units, subject to certain anti-dilution adjustments.

      Holders of Class O Partnership Preferred Units (the “Class O Preferred Units”), which were issued on September 15, 2000 are entitled to receive, cash distributions in an amount per unit equal to the greater of (i) $4.725 per year (equivalent to 9% per annum of the liquidation preference), subject to increase in the event of a change in control of AIMCO or (ii) the cash distributions payable on the number of shares of AIMCO Class A Common Stock into which a share of Class O Cumulative Convertible Preferred Stock (“Class O Preferred Stock”) is convertible. Distributions will be paid on the Class O Preferred Units quarterly, beginning on October 1, 2000. Class O Preferred Units are convertible, upon conversion of the Class O Preferred Stock, into one OP Unit, subject to certain anti-dilution adjustments.

      In addition to the Preferred Units described above, the Partnership has also issued Preferred Units to third parties, to acquire individual properties and limited partnership interests.

      As of December 31, 2000 and 1999, the following amounts of Preferred Units owned by third parties are outstanding (in thousands):

	2000		1999
Class One Partnership Preferred Units, redeemable to Class A Common Stock in one year,     holder to receive distributions at 8% ($8.00 per annum per unit)		90		90
Class Two Partnership Preferred Units, redeemable to Class A Common Stock in one year,     holders to receive distributions at 8% ($2.00 per annum per unit)		80		11
Class Three Partnership Preferred Units, redeemable to Class A Common Stock in one year,     holders to receive distributions at 9.5% ($2.375 per annum per unit)		1,682		1,682
Class Four Partnership Preferred Units, redeemable to Class A Common Stock in one year,     holders to receive distributions at 8% ($2.00 per annum per unit)		759		580
Class Five Partnership Preferred Units, redeemable to Class A Common Stock at any time     at the option of the Partnership, holder to receive distributions equal to the per unit    distribution on the Common OP Units ($2.80 per unit for 2000)		69		—
Class Six Partnership Preferred Units, redeemable to Class A Common Stock in one year,     holder to receive distributions at 8.5% ($2.125 per annum per unit)		859		—
Class Seven Partnership Preferred Units, redeemable to Class A Common Stock in one year,     holder to receive distributions at 9.5% ($2.375 per annum per unit)		30		—
Class Eight Partnership Preferred Units, redeemable to Class A Common Stock at any time     at the option of the Partnership, holder to receive distributions equal to the per unit    distribution on the Common OP Units ($2.80 per unit for 2000)		6		—
		3,575		2,363

F-22

The distributions paid on each class of Preferred Units for the years ended December 31, 2000, 1999, and 1998 are as follows (in thousands, except per Unit data):

	2000					1999					1998
	Amount			Total		Amount			Total		Amount			Total
Class of	Per			Amount		Per			Amount		Per			Amount
Preferred Units	Unit(1)			Paid		Unit(1)			Paid		Unit(1)			Paid
Class B	$	9.20		$	7,137	$	8.21		$	6,158	$	7.39	(2)	$	5,542
Class C		2.25			5,400		2.25			5,400		1.89	(2)		4,538
Class D		2.19			9,188		2.19			9,188		1.40	(2)		5,869
Class E		—			—		—			—		0.22	(3)		1,892
Class G		2.34			9,492		2.34			9,492		0.59	(2)		2,373
Class H		2.38			4,750		2.38			4,750		0.40	(2)		805
Class J		—			—		3.16	(4)		5,956		0.14	(2)		175
Class K		2.00			10,000		1.50	(5)		7,500		—			—
Class L		2.03			10,125		1.01	(5)		5,063		—			—
Class M		1.59	(6)		1,913		—			—		—			—
Class N		0.12	(6)		475		—			—		—			—
Class O		0.24	(6)		450		—			—		—			—
Class One		8.00			720		8.00	(5)		720		—			—
Class Two		1.42	(6)		114		—	(7)		—		—			—
Class Three		1.85	(6)		3,116		—	(7)		—		—			—
Class Four		1.58	(6)		1,197		—	(7)		—		—			—
Class Five		2.10	(6)		144		—			—		—			—
Class Six		0.03	(6)		28		—			—		—			—
Class Seven		—	(8)		—		—			—		—			—
Class Eight		—	(8)		—		—			—		—			—
Total				$	64,249				$	54,227				$	21,194

(1)	Amounts per unit are calculated based on the number of Preferred Units outstanding at the end of each year.
(2)	For the period from the date of issuance to December 31, 1998.
(3)	For the period from the date of issuance to December 31, 1998. The Class E Preferred Units were converted to OP Units on January 15, 1999.
(4)	For the period from January 1, 1999 to the date of conversion to OP Units.
(5)	For the period from the date of issuance to December 31, 1999.
(6)	For the period from the date of issuance to December 31, 2000.
(7)	No distributions for these Preferred Units were required during 1999 based on the date of issuance.
(8)	No distributions for these Preferred Units were required during 2000 based on the date of issuance.

OP Units

      OP Units are redeemable by OP Unitholders (other than the General Partner and Special Limited Partner) at their option, subject to certain restrictions, on the basis of one OP Unit for either one share of AIMCO Class A Common Stock or cash equal to the fair value of a share of AIMCO Class A Common Stock at the time of redemption. The Company has the option to deliver shares of AIMCO Class A Common Stock in exchange for all or any portion of the cash requested. When a Limited Partner redeems an OP Unit for AIMCO Class A Common Stock, Limited Partners' Capital is reduced and Special Limited Partners' Capital is increased. OP Units held by AIMCO are not redeemable.

      In 2000, the Company completed tender offers for limited partnership interests resulting in the issuance of approximately 2,189,000 OP Units. Of the 2,189,000 OP Units issued approximately 1,382,000 were issued in connection with the acquisition of interests in Oxford properties.

      During 2000 and 1999, the Company issued approximately 258,000 and 215,000 shares, respectively, of AIMCO Class A Common Stock to certain of AIMCO’s executive officers (or entities controlled by them) at market prices. In exchange for the shares purchased, the executive officers (or entities controlled by them) executed notes payable to AIMCO totaling $7.7 million and $8.2 million, respectively. The notes were contributed by AIMCO to the Partnership in exchange for approximately 258,000 and 215,000 OP Units, respectively. Total payments on such notes from officers in 2000 and 1999 were $15.1 million and $6.2 million, respectively. In addition, in 2000 and 1999, the Partnership issued approximately 42,000 and 37,000 OP Units to AIMCO and AIMCO issued approximately 42,000 and 37,000 shares of AIMCO Class A Common Stock, respectively, to certain of AIMCO’s executive officers.

F-23

      During 2000, the Company repurchased and retired approximately 69,000 shares of AIMCO Class A Common Stock at an average price of $37.39 per share.

Investment in AIMCO

      In 1998, AIMCO issued 1.0 million shares of Class J Preferred Stock for proceeds of $100.0 million. The proceeds were contributed by AIMCO to the Partnership in exchange for 1.0 million Class J Preferred Units. Concurrently, the Partnership issued 250,000 Class J Preferred Units valued at $25 million to AIMCO, in exchange for 250,000 shares of Class J Preferred Stock. In June 2000, the Partnership converted 250,000 shares of AIMCO Class J Cumulative Convertible Preferred Stock, with a liquidation value of $25 million, into 625,000 shares of AIMCO Class A Common Stock. In connection with this conversion, 41,991 shares of AIMCO Class A Common Stock, valued at $1.5 million, were exchanged by the Partnership for Common OP Units held by a limited partner. The investment in AIMCO's Class A Common Stock is presented in the accompanying financial statements as a reduction to partners' capital.

NOTE 15 — Stock Option Plans and Stock Warrants

      AIMCO, from time to time, will issue stock options and stock warrants. Upon exercise of the stock options or stock warrants, AIMCO must contribute the proceeds received to the Partnership in exchange for OP Units in the same number as shares of AIMCO Class A Common Stock issued in connection with the exercised stock options or stock warrants. Therefore, the following disclosures are made pertaining to AIMCO’s stock options and stock warrants

      AIMCO Board of Directors has adopted the 1994 Stock Option Plan of Apartment Investment and Management Company (the “1994 Plan”), the Apartment Investment and Management Company 1996 Stock Award and Incentive Plan (the “1996 Plan”), the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (the “1997 Plan”) and the Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (the “Non-Qualified Plan”) to attract and retain officers, key employees and independent directors. The 1994 Plan provides for the granting of a maximum of 150,000 options to purchase common shares. The 1996 Plan provides for the granting of a maximum of 500,000 options to purchase common shares. The 1997 Plan provides for the granting of a maximum of 20,000,000 options to purchase common shares. The Non-Qualified Plan provides for the granting of a maximum of 500,000 options to purchase common shares and allows for the granting of non-qualified stock options. The 1994 Plan, the 1996 Plan and the 1997 Plan allow for the grant of incentive and non-qualified stock options, and together with the Non-Qualified Plan, are administered by the Compensation Committee of the Board of Directors of AIMCO. The 1994 Plan also provides for a formula grant of the non-qualified stock options to the independent directors to be administered by the Board of Directors of AIMCO to the extent necessary. 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 vest over a one to five-year period from the date of grant. Terms may be modified at the discretion of the Compensation Committee of the Board of Directors of AIMCO.

      AIMCO has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”) and related interpretations in accounting for its employee stock options because, as discussed below, the alternative fair value accounting provided for under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”), requires the use of option valuation models that were not developed for use in valuing employee stock options and warrants. Under APB 25, because the exercise price of AIMCO’s employee stock options and warrants equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

      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 AIMCO had accounted for its employee stock options and warrants granted subsequent to December 31, 1994 under the fair value method. The fair value for these options and warrants were estimated at the date of grant using a Black-Scholes valuation model with the following assumptions:

	2000			1999			1998
Risk free interest rates		6.1	%		5.0	%		5.0	%
Expected dividend yield		6.8	%		6.6	%		6.0	%
Volatility factor of the expected market price of the Company’s common stock		0.192			0.183			0.183
Weighted average expected life of options		4.5 years			4.5 years			4.5 years

      The Black-Scholes valuation model was developed for use in estimating the fair value of traded options and for warrants which have no vesting restrictions and are fully transferable. In addition, the valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Because AIMCO’s stock options and warrants have characteristics significantly different from those of traded options and warrants, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing model does not necessarily provide a reliable single measure of the fair value of its employee stock options and warrants.

F-24

      For purposes of pro forma disclosures, the estimated fair values of the options are amortized over the options’ vesting period. AIMCO’s pro forma information for the years ended December 31, 2000, 1999 and 1998 is as follows (in thousands, except per share data):

	2000		1999		1998
Pro forma net income attributable to common stockholders	$	31,396	$	17,606	$	34,396
Pro forma basic earnings per common share	$	0.46	$	0.28	$	0.76
Pro forma diluted earnings per common share	$	0.45	$	0.28	$	0.75

      The effects of applying SFAS 123 in calculating pro forma income attributable to common stockholders and pro forma basic earnings per share may not necessarily be indicative of the effects of applying SFAS 123 to future years’ earnings.

      The following table summarizes the option and warrants activity for the years ended December 31, 2000, 1999 and 1998:

	2000					1999					1998
				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		8,660,000		$	37.78		8,325,000		$	36.38		1,684,000		$	30.53
Granted		219,000			39.89		1,000,000			37.14		6,686,000			37.78
Assumed in connection with acquisition		—			—		—			—		671,000			25.99
Exercised		(594,000	)		17.31		(490,000	)		13.78		(661,000	)		25.19
Forfeited		(50,000	)		37.02		(175,000	)		34.68		(55,000	)		35.71
Outstanding at end of year		8,235,000		$	37.80		8,660,000		$	37.78		8,325,000		$	36.38
Exercisable at end of year		3,942,000		$	37.54		1,643,000		$	37.55		1,793,000		$	31.69
Weighted-average fair value of options     And warrants granted during the year				$	4.65				$	3.41				$	3.70

      At December 31, 2000, exercise prices for outstanding and exercisable options range from $15.21 to $44.22 and warrants range from $36.00 to $41.00, and the remaining weighted-average contractual life of the options is 8 years.

      On December 14, 1998, AIMCO sold, in a private placement, 1.4 million Class B partnership preferred units of a subsidiary of the Partnership for $30.85 million. The partnership units may be redeemed at the option of the holders at any time, and at the option of the Company under certain circumstances. Any redemption of the units may be satisfied by delivery of cash, AIMCO Class A Common Stock or OP Units. As a part of the transaction, AIMCO also sold a warrant to purchase 875,000 shares of AIMCO Class A Common Stock for $4.15 million. The warrant has an exercise price of $40 per share. The warrant may be exercised at any time, and expires upon redemption of the Class B partnership preferred units issued by a subsidiary of the Partnership.

      On December 2, 1997, AIMCO issued warrants (the “Oxford Warrants”) exercisable to purchase up to an aggregate of 500,000 shares of AIMCO Class A Common Stock at $41 per share. The Oxford Warrants were issued to affiliates of Oxford Realty Financial Group, Inc., a Maryland corporation (“Oxford”), in connection with the amendment of certain agreements pursuant to which the Company manages 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 terminate on December 31, 2006.

F-25

NOTE 16 — Earnings per OP Unit

      The following table illustrates the calculation of basic and diluted earnings per OP Unit for the years ended December 31, 2000, 1999 and 1998 (in thousands, except per common unit data):

			2000			1999			1998
Numerator:
Net income			$	109,717		$	80,690		$	68,928
Less: Net income attributable to Preferred Unitholders				(70,217	)		(54,173	)		(26,533	)
Numerator for basic and diluted earnings per OP Unit     — income attributable to OP Unitholders			$	39,500		$	26,517		$	42,395
Denominator:
Denominator for basic earnings per OP Unit — weighted     average number of OP Units outstanding				74,427			68,541			52,798
Effect of dilutive securities:
Dilutive potential OP Units				1,490			970			1,306
Denominator for diluted earnings per OP Unit				75,917			69,511			54,104
Basic earnings per OP Unit:
	Operations		$	0.18		$	0.42		$	0.72
	Gain (loss) on disposition of properties			0.35			(0.03	)		0.08
		Total	$	0.53		$	0.39		$	0.80
Diluted earnings per OP Unit:
	Operations		$	0.17		$	0.41		$	0.70
	Gain (loss) on disposition of properties			0.35			(0.03	)		0.08
		Total	$	0.52		$	0.38		$	0.78

      The Class B Preferred Units, the Class J Preferred Units (1999 and 1998), the Class K Preferred Units, the Class L Preferred Units, the Class M Preferred Units, the Class N Preferred Units and the Class O Preferred Units are convertible (see Note 14). The Class C Preferred Units, the Class D Preferred Units, the Class G Preferred Units, and the Class H Preferred Units are not convertible. All of the convertible Preferred Units are anti-dilutive on an “as converted” basis, therefore, all of the distributions are deducted to arrive at the numerator and no additional OP Units are included in the denominator.

NOTE 17 — Recent Accounting Developments

      In June 1998, Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“Statement 133”) was issued. In June 2000, Statement of Financial Accounting Standards No. 138, “Accounting for Certain Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133"(“SFAS 138)” was issued. SFAS 133 and SFAS 138 address the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. The Company is required to adopt SFAS 133 and SFAS 138 in the first quarter of 2001. The Company anticipates that the adoption of SFAS 133 and SFAS 138 as of January 1, 2001 will not have a material effect on its financial position or results of operations.

      In September 2000, Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”) was issued. SFAS 140 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. SFAS 140 is effective for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 15, 2000 and is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. The Company anticipates that the adoption of SFAS 140 will not have a material effect on its financial position or results of operations.

      In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”). SAB 101 summarizes certain of the SEC’s views in applying generally accepted accounting principles to revenue recognition in financial statements. SAB 101 is effective for the fourth quarter of fiscal years beginning after December 1999. The Company believes that it is in compliance with the guidelines set forth in SAB 101.

F-26

NOTE 18 — High Performance Units

      In January 1998, the Partnership sold an aggregate of 15,000 of its Class I High Performance Partnership Units (the “High Performance Units”) to a joint venture comprised of fourteen members of AIMCO’s senior management and to three of AIMCO’s independent directors for $2.1 million in cash. The value of the High Performance Units was determined on December 31, 2000 based on AIMCO’s total return, defined as dividend income plus share price appreciation of AIMCO Class A Common Stock, over the three year period ended December 31, 2000 (the “Total Return”). As a result, the 15,000 High Performance Units converted to approximately 2,379,000 High Performance Units in January 2001, and the holders of the High Performance Units will receive distributions and allocations of income and loss from the Partnership in the same amounts and at the same times as would holders of the same number of OP Units. The table below illustrates the calculation of the value of High Performance Units (in thousands):

Morgan

Excess

Value of

AIMCO

Stanley

Average

Shareholder

High

Total

Dean Witter

Minimum

Excess

Market

Value

Performance

OP Unit

OP Unit

Return

REIT Index

Return

Return

Capitalization

Added(1)

Units (2)

Dilution

Dilution %

59.24%

0.58

%

30.00

%

29.24

%

$

2,623,000

$

767,000

$

115,000

2,379

(3)

2.43

%

(1)	Excess Return multiplied by average market capitalization
(2)	Excess Shareholder Value Added multiplied by 15%
(3)	OP Unit calculation based on trailing 20-day average stock price of $48.36

NOTE 19 — Employee Benefit Plans

      The Company offers medical, dental, life and short-term and long-term disability benefits to employees of the Company through insurance coverage of Company-sponsored plans. The medical and dental plans are self-funded and are administered by independent third parties. In addition, the Company also participates in a 401(k) defined-contribution employee savings plan. Employees who have completed six months of service are eligible to participate. The Company matches 50%-100% of the participant’s contributions to the plan up to a maximum of 6% of the participant’s prior year compensation. The Company match percentage is based on employee tenure. The expense incurred by the Company totaled approximately $3.7 million, $2.6 million and $1.6 million in 2000, 1999 and 1998, respectively.

F-27

NOTE 20 — Unaudited Summarized Consolidated Quarterly Information

      Summarized unaudited consolidated quarterly information for 2000 and 1999 is provided below (amounts in thousands, except per unit amounts).

	Quarter (1)
Year Ended December 31, 2000	First		Second			Third		Fourth
Rental and other property revenues	$	224,320	$	258,064		$	271,079	$	297,537
Income from property operations		70,173		63,986			84,027		69,653
Revenue from service company business		10,025		12,410			14,430		12,827
Company’s share of income from service company business		3,493		2,968			1,835		(2,811	)
Net income		28,454		13,160			33,457		34,646
Basic earnings per common unit	$	0.17	$	(0.04	)	$	0.22	$	0.18
Diluted earnings per common unit	$	0.17	$	(0.04	)	$	0.21	$	0.18
Weighted average common units outstanding		72,306		72,580			74,022		78,799
Weighted average common units and common unit equivalents outstanding		72,674		72,580			78,040		80,375

	Quarter (1)
Year Ended December 31, 1999	First			Second		Third			Fourth
Rental and other property revenues	$	110,552		$	116,237	$	120,398		$	184,696
Income from property operations		41,540			43,190		43,928			57,361
Revenue from service company business		7,321			6,936		9,310			14,232
Company’s share of income from service company business		(3,523	)		2,608		(7,227	)		14,611
Net income		14,864			23,993		19,889			21,944
Basic earnings per common unit	$	0.03		$	0.15	$	0.08		$	0.13
Diluted earnings per common unit	$	0.03		$	0.14	$	0.07		$	0.13
Weighted average common units outstanding		64,923			67,943		69,925			71,372
Weighted average common units and common unit equivalents outstanding		66,149			69,172		71,006			71,715

(1) Certain reclassifications have been made to 2000 and 1999 quarterly amounts to conform with the 2000 presentation.

NOTE 21 — Free Cash Flow from Business Components

      Although the Company operates in only one segment, there are different components of the multi-family business for which management considers disclosure to be useful. The following tables present the contribution (separated between consolidated and unconsolidated activity) to the Company’s Free Cash Flow for the years ended December 31, 2000 and 1999, from these components, and a reconciliation of Free Cash Flow to funds from operations, less a reserve for capital replacements, and net income (in thousands, except equivalent units (ownership effected and period weighted) and monthly rents):

F-28

FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2000 and 1999
(in thousands)

				2000
				Consolidated			Unconsolidated		Total			%
Real Estate
	Conventional
			Average monthly rent greater than $900 per unit (equivalent units of 9,667 and 4,585 for 2000 and 1999)	$	69,784		$	13,867	$	83,651			12.0	%
			Average monthly rent greater than $800 to $900 per unit (equivalent units of 6,851 and 4,423 for 2000 and 1999)		59,578			3,035		62,613			9.0	%
			Average monthly rent $700 to $800 per unit (equivalent units of 10,608 and 9,310 for 2000 and 1999)		61,873			10,660		72,533			10.4	%
			Average monthly rent $600 to $700 per unit (equivalent units of 30,422 and 16,494 for 2000 and 1999)		144,818			20,694		165,512			23.7	%
			Average monthly rent $500 to $600 per unit (equivalent units of 40,529 and 29,492 for 2000 and 1999)		144,102			19,094		163,196			23.4	%
			Average monthly rent less than $500 per unit (equivalent units of 21,455 and 29,387 for 2000 and 1999)		56,016			5,613		61,629			8.8	%
			Subtotal conventional real estate contribution to           Free Cash Flow		536,171			72,963		609,134			87.3	%
Affordable (equivalent units of 14,179 and 9,809 for 2000 and 1999)					25,116			30,133		55,249			7.9	%
College housing (average rent of $662 and $663 per month for 2000  and 1999) (equivalent units of 2,860 and 2,214 for 2000 and 1999)					12,777			997		13,774			2.0	%
Other Properties					1,788			6,047		7,835			1.1	%
Resident services					3,040			431		3,471			0.5	%
Minority interest					(90,637	)		—		(90,637	)		(13.0	)%
			Total real estate contribution to Free Cash Flow		488,255			110,571		598,826			85.8	%
Service Businesses
Management contracts (property and asset management)
			Controlled properties		2,275			9,608		11,883			1.7	%
			Third party with terms in excess of one year		—			7,839		7,839			1.1	%
			Third party cancelable in 30 days		—			2,700		2,700			0.4	%
			Subtotal management contracts contribution to             Free Cash Flow		2,275			20,147		22,422			3.2	%
Buyers Access					—			500		500			0.1	%
Other service businesses					3,594			4,125		7,719			1.1	%
			Total service businesses contribution to Free Cash Flow		5,869			24,772		30,641			4.4	%
Interest Income
		General partner loan interest			23,205			2,442		25,647			3.7	%
		Notes receivable from officers			964			—		964			0.1	%
		Other notes receivable			1,151			—		1,151			0.2	%
		Money market and interest bearing accounts			14,512			—		14,512			2.1	%
			Subtotal interest income		39,832			2,442		42,274			6.1	%
		Accretion of loan discount			26,409			—		26,409			3.8	%
			Total interest income contribution to Free Cash Flow		66,241			2,442		68,683			9.8	%
Fee Income
		Disposition Fees			2,630			808		3,438			0.5	%
		Refinancing Fees			3,681			319		4,000			0.6	%
			Total fee income contribution to Free Cash Flow		6,311			1,127		7,438			1.1	%
General and Administrative Expense					(7,813	)		—		(7,813	)		(1.1	)%
Free Cash Flow(1)					558,863			138,912		697,775			100.0	%

[Additional columns below]

[Continued from above table, first column(s) repeated]

				1999
				Consolidated			Unconsolidated			Total			%
Real Estate
	Conventional
			Average monthly rent greater than $900 per unit (equivalent units of 9,667 and 4,585 for 2000 and 1999)	$	33,692		$	8,513		$	42,205			8.1	%
			Average monthly rent greater than $800 to $900 per unit (equivalent units of 6,851 and 4,423 for 2000 and 1999)		32,108			7,364			39,472			7.6	%
			Average monthly rent $700 to $800 per unit (equivalent units of 10,608 and 9,310 for 2000 and 1999)		37,288			21,611			58,899			11.3	%
			Average monthly rent $600 to $700 per unit (equivalent units of 30,422 and 16,494 for 2000 and 1999)		61,585			27,975			89,560			17.3	%
			Average monthly rent $500 to $600 per unit (equivalent units of 40,529 and 29,492 for 2000 and 1999)		82,383			32,758			115,141			22.2	%
			Average monthly rent less than $500 per unit (equivalent units of 21,455 and 29,387 for 2000 and 1999)		38,217			20,299			58,516			11.3	%
			Subtotal conventional real estate contribution to             Free Cash Flow		285,273			118,520			403,793			77.8	%
Affordable (equivalent units of 14,179 and 9,809 for 2000 and 1999)					5,131			32,382			37,513			7.2	%
College housing (average rent of $662 and $663 per month for 2000  and 1999) (equivalent units of 2,860 and 2,214 for 2000 and 1999)					3,633			4,612			8,245			1.6	%
Other Properties					1,892			5,021			6,913			1.3	%
Resident services					1,914			442			2,356			0.5	%
Minority interest					(25,080	)		—			(25,080	)		(4.8	)%
			Total real estate contribution to Free Cash Flow		272,763			160,977			433,740			83.6	%
Service Businesses
Management contracts (property and asset management)           Controlled properties					13,923			6,800			20,723			4.0	%
			Third party with terms in excess of one year		—			10,281			10,281			2.0	%
			Third party cancelable in 30 days		—			908			908			0.2	%
			Subtotal management contracts contribution to             Free Cash Flow		13,923			17,989			31,912			6.1	%
Buyers Access					—			3,314			3,314			0.6	%
Other service businesses					3,490			(2,703	)		787			0.2	%
			Total service businesses contribution to Free Cash Flow		17,413			18,600			36,013			6.9	%
Interest Income
		General partner loan interest			11,774			—			11,774			2.3	%
		Notes receivable from officers			869			—			869			0.2	%
		Other notes receivable			1,462			—			1,462			0.3	%
		Money market and interest bearing accounts			8,217			1,568			9,785			1.9	%
			Subtotal interest income		22,322			1,568			23,890			4.6	%
		Accretion of loan discount			32,460			—			32,460			6.3	%
			Total interest income contribution to Free Cash Flow		54,782			1,568			56,350			10.9	%
Fee Income
		Disposition Fees			3,070			1,219			4,289			0.8	%
		Refinancing Fees			283			331			614			0.1	%
			Total fee income contribution to Free Cash Flow		3,353			1,550			4,903			0.9	%
General and Administrative Expense					(12,016	)		—			(12,016	)		(2.3	)%
Free Cash Flow(1)					336,295			182,695			518,990			100	%

F-29

FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2000 and 1999
(in thousands)

				2000									1999
				Consolidated			Unconsolidated			Total			Consolidated			Unconsolidated			Total
Free Cash Flow (1)					558,863			138,912			697,775			336,295			182,695			518,990
Interest expense:
		Secured debt
			Long-term, fixed rate		(227,103	)		(49,357	)		(276,460	)		(107,100	)		(65,683	)		(172,783	)
			Long-term, variable rate		(952	)		(13,381	)		(14,333	)		(1,314	)		(2,034	)		(3,348	)
			Short-term		(10,384	)		(1,697	)		(12,081	)		(14,828	)		(2,883	)		(17,711	)
		Lines of credit and other unsecured debt			(31,796	)		(2,698	)		(34,494	)		(12,754	)		(384	)		(13,138	)
		Interest expense on convertible debt			(8,869	)		—			(8,869	)		(9,716	)		—			(9,716	)
		Interest capitalized			9,278			1,165			10,443			6,588			93			6,681
			Total interest expense before minority interest		(269,826	)		(65,968	)		(335,794	)		(139,124	)		(70,891	)		(210,015	)
		Minority interest share of interest expense			57,445			—			57,445			11,154			—			11,154
			Total interest expense after minority interest		(212,381	)		(65,968	)		(278,349	)		(127,970	)		(70,891	)		(198,861	)
Dividends on preferred securities					(72,924	)		—			(72,924	)		(56,210	)		—			(56,210	)
	Contribution before non-cash charges and ownership adjustments				273,558			72,944			346,502			152,115			111,804			263,919
Non-structural depreciation, net of capital replacements					(11,794	)		(1,885	)		(13,679	)		(36	)		(7,481	)		(7,517	)
Amortization of intangible assets					(6,698	)		(5,370	)		(12,068	)		(14,297	)		(22,434	)		(36,731	)
Gain (loss) on sales of real estate, net of minority interest					17,282			—			17,282			(1,785	)		—			(1,785	)
Deferred tax provision					—			(154	)		(154	)		—			(1,763	)		(1,763	)
		Earnings Before Structural Depreciation (EBSD)(1)			272,348			65,535			337,883			135,997			80,126			216,123
Structural depreciation, net of minority interest in other entities					(238,176	)		(60,207	)		(298,383	)		(102,297	)		(87,309	)		(189,606	)
		Net income (loss)			34,172			5,328			39,500			33,700			(7,183	)		26,517
Gain (loss) on sales of real estate, net of minority interest					(17,282	)		—			(17,282	)		1,785			—			1,785
Structural depreciation, net of minority interest in other entities					238,176			60,207			298,383			102,297			87,309			189,606
Non-structural depreciation, net of minority interest in other entities					44,060			9,981			54,041			19,470			16,762			36,232
Amortization of intangible assets					6,698			5,370			12,068			14,297			22,434			36,731
Deferred tax provision					—			154			154			—			1,763			1,763
		Funds from Operations (FFO)(1)			305,824			81,040			386,864			171,549			121,085			292,634
Capital replacement reserve					(32,268	)		(8,099	)		(40,367	)		(19,434	)		(9,281	)		(28,715	)
		Adjusted Funds From Operations (AFFO)(1)		$	273,556		$	72,941		$	346,497		$	152,115		$	111,804		$	263,919

		Earnings		Common Units		Earnings Per Common Unit		Earnings		Common Units		Earnings Per Common Unit
EBSD
	Basic	$	337,883		75,183			$	216,123		69,118
	Diluted	$	390,848		91,506			$	244,848		78,673
Net Income (Loss)
	Basic	$	39,500		75,183	$	0.53	$	26,517		69,118	$	0.39
	Diluted	$	39,500		76,198	$	0.52	$	26,517		69,704	$	0.38
FFO
	Basic	$	386,864		75,183			$	292,634		69,118
	Diluted	$	439,830		91,506			$	320,434		78,673
AFFO
	Basic	$	346,497		75,183			$	263,919		69,118
	Diluted	$	399,463		91,506			$	291,719		78,673

F-30

(1)	Free Cash Flow, Earnings Before Structural Depreciation, Funds From Operations, and Adjusted Funds From Operations are measurement standards used by the Company’s management. These should not be considered alternatives to net income or net cash flow from operating activities, as determined in accordance with GAAP, as an indication of the Company’s performance or as a measure of liquidity.
	•	“Free Cash Flow” is defined by the Company as net operating income minus the capital spending required to maintain the related assets. It measures profitability prior to the cost of capital.
	•	“Earnings Before Structural Depreciation” (“EBSD”) is defined by the Company as Net Income, determined in accordance with GAAP, plus “structural depreciation”, i.e. depreciation of buildings and land improvements whose useful lives exceed 20 years.
	•	“Funds From Operations” (“FFO”) is defined by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) as net income (loss), computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains and losses from debt restructuring and sales of property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. The Company calculates FFO (diluted) based on the NAREIT definition, as adjusted for amortization of intangibles, the non-cash deferred portion of the income tax provision for unconsolidated subsidiaries and less the payment of distributions on Preferred Units. There can be no assurance that the Company’s basis for computing FFO is comparable with that of other real estate investment trusts.
	•	“Adjusted Funds From Operations” (“AFFO”) is defined by the Company as FFO less a charge for capital replacements equal to at least $300 per apartment unit.

NOTE 22 — Portfolios Held for Sale

      The Company is currently marketing for sale certain real estate properties in order to sell properties in the portfolio that are inconsistent with the Company’s long-term investment strategies (as determined by management from time to time). Approximately 10,349 units with an approximate carrying value of $325.3 million are included with real estate in the consolidated financial statements and approximately 17,755 units with an approximate carrying value of $80.1 million are included with investments in unconsolidated real estate partnerships in the consolidated financial statements. The Company does not expect to incur any material losses with respect to the sales of the properties.

NOTE 23 — Subsequent Events

   Distribution Declared

      On January 24, 2001, the General Partner declared a quarterly cash distribution of $0.78 per OP Unit for the quarter ended December 31, 2000, paid on February 9, 2001, to OP Unitholders of record on February 2, 2001. The increased distribution is equivalent to an annualized distribution rate of $3.12 per OP Unit, an 11% increase from the previous annual distribution rate of $2.80.

   OTEF Merger

      On November 29, 2000, AIMCO and Oxford Tax Exempt Fund II Limited Partnership (“OTEF”) entered into a merger agreement pursuant to which OTEF would merge with a subsidiary of the Partnership. The merger closed on March 26, 2001. The Partnership owns all of the outstanding OTEF beneficial assignments of limited partnership interests (“BACs”) in OTEF. In connection with the Oxford acquisition, AIMCO acquired interests in OTEF’s managing general partner and OTEF’s associate general partner. After the merger, the Company’s partnership interests in OTEF reflects a 1% general partner interest held by OTEF’s managing general partner and a 99% limited partner interest held by the Partnership. OTEF was a publicly traded master limited partnership that invested primarily in tax-exempt bonds issued to finance high quality apartment and senior living/health care communities, the majority of which were owned by affiliates of OTEF, including Oxford entities.

In the merger, each BAC was converted into the right to receive 0.299 shares of AIMCO’s Class A Common Stock and 0.547 shares of AIMCO’s Class P Convertible Cumulative Preferred Stock (the “Class P Preferred Stock”). In addition, the BAC holders received a special distribution of $50 million, or $6.21 per

F-31

BAC. The holders of the Class P Preferred Stock are entitled to receive, when and as declared by the Board of Directors, cash dividends in an amount per share equal to the greater of (i) a quarterly dividend payment of $0.5625 or (ii) the cash dividends declared on the number of shares of AIMCO Class A Common Stock into which a share of AIMCO Class P Preferred Stock is convertible. Each share of AIMCO Class P Preferred Stock is convertible at the option of the holder into 0.4464 shares of AIMCO Class A Common Stock. The initial conversion ratio was in excess of the fair market value of the common stock on the commitment date. The AIMCO Class P Preferred Stock is senior to AIMCO Class A Common Stock as to dividends and liquidation. Upon liquidation, dissolution, or winding up of AIMCO, before payment or distribution by AIMCO to any holders of AIMCO Class A Common Stock, the holders of AIMCO to Class P Preferred Stock are entitled to receive a liquidation preference of $25 per share, plus accumulated, accrued and unpaid dividends. The Class P Preferred Units issued to AIMCO have substantially similar terms as AIMCO Class P Preferred Stock.

   Class Q Preferred Stock

On March 19, 2001, AIMCO issued 2,200,000 shares of newly created AIMCO Class Q Cumulative Preferred Stock, par value $0.01 per share (the “AIMCO Class Q Preferred Stock”) in a public offering. On March 29, 2001, the underwriters’ exercised their option to purchase an additional 330,000 shares. The net proceeds of approximately $61 million were used to repay short term indebtedness. Dividends are cumulative from the date of original issue and are payable quarterly each year, when and as declared, beginning in June 2001. Cumulative dividends on the AIMCO Class Q Preferred Stock will be in an amount per share equal to $2.525 per year, equivalent to 10.1% of the $25 liquidation preference. The AIMCO Class Q Preferred Stock is senior to AIMCO Class A Common Stock as to dividends and liquidation. Upon any liquidation, dissolution or winding up of AIMCO, before payment or distributions by AIMCO shall be made to any holders of AIMCO Class A Common Stock, the holders of the AIMCO Class Q Preferred Stock shall be entitled to receive a liquidation preference of $25 per share, plus accumulated, accrued and unpaid dividends. Each share of AIMCO Class Q Preferred Stock is redeemable beginning March 19, 2006, at the option of AIMCO, at a price equal to a liquidation preference of $25 per share, plus all accumulated accrued and unpaid dividends, if any to the date fixed for redemption. The net proceeds were contributed by AIMCO to the Partnership in exchange for similar shares of Class Q Preferred Units. The Class Q Preferred Units have substantially similar terms as AIMCO Class Q Preferred Stock.

F-32

SCHEDULE III

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
(In Thousands Except Unit Data)

									Initial Cost				Cost
													Capitalized
	Date				Year		Number				Buildings and		Subsequent to
Property Name	Acquired		Location		Built		of Units		Land		Improvements		Acquisition
100 Forest Place		Oct-97		OakPark, IL		1986		234		2,498		14,154		5,157
Alpine Village		Oct-98		Birmingham, AL		1972		160		826		3,182		281
Anchorage		Nov-96		League City, TX		1985		264		523		9,097		2,449
Apple Creek		Dec-97		Temple, TX		1984		176		623		4,177		180
Arbor Station		Apr-98		Montgomery, AL		1987		264		1,627		9,218		873
Arbor Station II		Apr-99		Montgomery, AL		1988		24		198		1,133		9
Arbors, The		Oct-97		Tempe, AZ		1971		200		1,092		6,189		645
Ashford Plantation		Dec-95		Atlanta, GA		1975		211		2,770		9,956		2,012
Aspen Hills		May-98		Austin, TX		1986		344		2,645		14,989		1,189
Aspen Point		Jul-99		Lakewood, CO		1970		120		240		7,391		516
Atriums Of Plantation		Aug-98		Plantation, FL		1980		210		1,807		9,756		894
Baldwin Oaks		May-97		Parsippany, NJ		1980		251		1,909		5,975		1,380
Barcelona		Oct-98		Houston, TX		1963		126		911		4,819		742
Bay Club		Apr-97		Aventura, FL		1990		702		10,672		60,830		4,721
Bayhead Village		Dec-00		Indianapolis, IN		1978		202		544		4,896		—
Baymeadows		Oct-98		Jacksonville, FL		1972		904		5,690		20,822		4,005
Baywood		Jan-93		Gretna, LA		1974		226		1,464		3,887		(195	)
Beacon Hill		Oct-97		Chamblee, GA		1978		120		928		5,261		529
Beau Jardin		Sep-99		West Lafayette, IN		1968		252		831		14,368		2,915
Beech Lake		May-99		Durham, NC		1986		345		2,284		13,011		432
Beech’s Farm		Dec-00		Columbia, MD		1983		135		607		5,465		—
Bent Oaks		May-98		Austin, TX		1979		146		1,117		6,328		273
Bercado Shores		Aug-00		Mishawaka, IN		1974		234		329		1,417		3,066
Blossomtree		Oct-97		Scottsdale, AZ		1970		125		535		3,029		502
Boardwalk		Dec-95		Tamarac, FL		1986		291		3,350		8,196		1,568
Boulder Creek (The Bluffs)		Sep-83		Boulder, CO		1971		232		696		7,779		13,561
Bradford Place		Dec-99		Suitland, MD		1968		214		1,176		6,666		1,017
Braesview		May-98		San Antonio, TX		1982		396		3,135		17,764		1,050
Brandywine		Apr-83		St. Petersburg, FL		1971		477		1,423		11,336		2,528
Brant Rock		Oct-97		Houston, TX		1984		84		337		1,908		374
Breckenridge Square		Dec-94		Louisville, KY		1971		294		2,058		8,450		403
Brentwood		Nov-96		Lake Jackson, TX		1980		104		200		3,092		567
Briar Bay Racquet Club		Dec-94		Miami, FL		1974		194		1,478		6,526		3,649
Briarcliffe		Dec-00		Lansing, MI		1974		308		900		8,104		—
Briarwest		Oct-98		Houston, TX		1970		380		2,600		14,448		3,016
Briarwood		Oct-98		Cedar Rapids, IA		1975		73		524		2,579		63
Briarwood		Oct-98		Houston, TX		1970		351		2,323		10,826		2,631
Bridgewater		Nov-96		Tomball, TX		1978		206		333		4,033		3,067
Brighton Crest		Dec-91		Marietta, GA		1987		320		2,686		7,998		447
Brittany Point		Oct-98		Hunstville, AL		1978		431		1,627		9,220		1,043
Broadmoor Apartments		May-98		Austin, TX		1985		200		1,370		7,765		1,063
Broadmoor Ridge		Dec-97		Colorado Springs, CO		1974		200		831		13,286		2,653
Brook Run		May-98		Arlington Heights, IL		1985		182		1,109		10,370		2,125
Brookdale Lakes		May-98		Naperville, IL		1990		200		2,709		15,350		529
Brookhollow		Dec-97		Kerrville, TX		1973		48		116		1,272		226
Brookside Village		Apr-96		Tustin, CA		1970		628		2,498		14,180		22,245
Brookview		Dec-97		Montgomery, AL		1975		64		95		1,474		(226	)
Brookwood Apts		Sep-99		Indianapolis, IN		1967		404		2,433		9,712		2,296

[Additional columns below]

[Continued from above table, first column(s) repeated]

	December 31, 2000
										Total Cost Net of
			Building and				Accumulated			Accumulated
Property Name	Land		Improvements		Total		Depreciation			Depreciation		Encumbrances
100 Forest Place		1,512		20,297		21,809		7,715			14,094		14,866
Alpine Village		661		3,628		4,290		327			3,962		2,100
Anchorage		371		11,698		12,069		3,660			8,409		4,584
Apple Creek		648		4,332		4,980		342			4,638		1,866
Arbor Station		1,627		10,091		11,718		968			10,750		7,200
Arbor Station II		198		1,142		1,339		131			1,209		772
Arbors, The		1,092		6,834		7,926		982			6,945		3,608
Ashford Plantation		2,770		11,968		14,738		2,521			12,216		6,894
Aspen Hills		2,645		16,177		18,823		2,491			16,331		9,325
Aspen Point		240		7,907		8,147		2,682			5,465		—
Atriums Of Plantation		1,807		10,650		12,457		1,100			11,357		7,477
Baldwin Oaks		639		8,625		9,264		1,008			8,256		7,700
Barcelona		1,323		5,150		6,473		1,157			5,316		2,346
Bay Club		10,685		65,538		76,223		8,935			67,288		49,000
Bayhead Village		816		4,624		5,440		—			5,440		3,911
Baymeadows		3,673		26,844		30,517		1,759			28,759		13,150
Baywood		866		4,290		5,156		1,893			3,263		4,329
Beacon Hill		929		5,789		6,718		808			5,910		3,374
Beau Jardin		1,256		16,858		18,114		5,623			12,491		9,843
Beech Lake		2,284		13,442		15,726		1,445			14,281		11,671
Beech’s Farm		911		5,161		6,072		—			6,072		4,011
Bent Oaks		1,117		6,601		7,718		1,037			6,681		4,190
Bercado Shores		—		4,812		4,812		(0	)		4,812		3,822
Blossomtree		535		3,532		4,066		500			3,566		1,978
Boardwalk		3,350		9,764		13,114		2,235			10,879		8,686
Boulder Creek (The Bluffs)		755		21,282		22,036		5,327			16,710		16,500
Bradford Place		1,143		7,716		8,859		248			8,611		5,159
Braesview		3,135		18,814		21,949		2,934			19,015		13,345
Brandywine		1,437		13,850		15,287		6,844			8,443		10,382
Brant Rock		337		2,283		2,619		339			2,281		1,144
Breckenridge Square		2,409		8,502		10,912		718			10,193		6,000
Brentwood		—		3,859		3,859		567			3,293		1,667
Briar Bay Racquet Club		2,324		9,329		11,653		3,752			7,902		3,500
Briarcliffe		1,351		7,654		9,005		—			9,005		6,701
Briarwest		4,098		15,966		20,064		3,210			16,854		6,758
Briarwood		505		2,661		3,166		188			2,978		1,536
Briarwood		3,333		12,446		15,779		2,980			12,799		4,854
Bridgewater		206		7,227		7,433		1,583			5,850		3,944
Brighton Crest		2,499		8,632		11,131		737			10,394		6,052
Brittany Point		—		11,890		11,890		(87	)		11,977		8,896
Broadmoor Apartments		1,370		8,828		10,198		1,313			8,885		6,000
Broadmoor Ridge		831		15,939		16,769		2,481			14,288		8,900
Brook Run		1,683		11,922		13,605		3,594			10,011		11,800
Brookdale Lakes		2,709		15,878		18,587		2,413			16,174		12,945
Brookhollow		116		1,498		1,614		587			1,027		384
Brookside Village		7,263		31,661		38,923		5,870			33,053		25,804
Brookview		95		1,248		1,343		661			682		535
Brookwood Apts		2,739		11,702		14,441		—			14,441		10,016

F-33

									Initial Cost				Cost
													Capitalized
	Date				Year		Number				Buildings and		Subsequent to
Property Name	Acquired		Location		Built		of Units		Land		Improvements		Acquisition
Buena Vista		Dec-97		Alva, OK		1974		51		49		1,196		270
Burgundy Court		Dec-91		Cincinnati, OH		1969		234		1,538		5,194		1,509
Burgundy Park		Oct-99		Forestville, MD		1967		108		589		3,339		399
Burkshire Commons		May-97		Burke, VA		1986		360		3,503		22,218		1,537
Calhoun Beach		Dec-98		Minneapolis, MN		1928/1998		351		11,567		65,546		4,520
Cambridge Heights		May-97		Natchez, MS		1979		94		249		1,413		1,018
Cambridge Manor		Dec-97		Fairfield, CT		1989		160		1,459		8,270		—
Cameron Hill I		Dec-00		Chattanooga, TN		1976		256		467		4,199		—
Cameron Hill II		Dec-00		Chattanooga, TN		1978		108		239		2,154		—
Canterbury Green		Dec-99		Fort Wayne, IN		1979		2,007		13,929		73,975		6,008
Cape Cod		May-98		San Antonio, TX		1985		244		1,582		8,946		334
Captiva Club (Bay West)		Dec-96		Tampa, FL		1975		357		1,500		7,085		9,205
Carriage Hill		Jan-93		East Lansing, MI		1972		143		1,213		4,883		2,167
Carriage House		Oct-98		Gastonia, NC		1970		102		544		2,266		73
Casa Anita		Mar-98		Phoenix, AZ		1986		224		1,125		6,404		468
Cedar Brooke Apts		Feb-95		Independence, MO		1981		158		1,030		2,151		1,616
Cedar Rim		Dec-94		New Castle, WA		1980		104		992		3,635		1,256
Cedarwood		Jan-93		Gretna, LA		1978		226		1,307		2,378		116
Center Square		May-97		Doylestown, PA		1975		352		670		4,749		772
Chambers Ridge		Oct-98		Harrisburg, PA		1973		324		1,596		7,801		963
Chambrel At Club Hill		Dec-00		Garland, TX		1987		260		2,328		13,191		—
Chambrel At Island Lake		Dec-00		Longwood, FL		1986		269		3,456		19,584		—
Chambrel At Montrose		Dec-00		Akron, OH		1987		168		1,773		10,046		—
Chambrel At Pinecastle		Dec-00		Ocala, FL		1986		161		1,484		8,411		—
Chambrel At Roswell		Dec-00		Roswell, GA		1986		280		5,022		28,456		—
Chambrel At Williamsburg		Dec-00		Williamsburg, VA		1986		256		3,741		21,200		—
Chapel Hill		Dec-91		Indianapolis, IN		1965		148		1,075		4,281		1,752
Chapel NDP		May-97		Baltimore, MD		1974		175		318		3,237		518
Chapelwood		Dec-91		Indianapolis, IN		1969		140		959		3,312		1,875
Chatham Harbor		Oct-99		Altamonte Springs, FL		1985		324		2,288		12,999		547
Chelsea Place		Dec-91		Murfreesboro, TN		1966		594		3,102		11,343		—
Chelsea Ridge		Dec-00		Wappingers Falls, NY		1966		835		6,159		34,911		815
Cherry Creek Garden		Jan-96		Englewood, CO		1975		296		3,291		14,784		709
Chesapeake		Dec-96		Houston, TX		1983		320		775		7,317		868
Chesapeake Landing (OH)		Dec-97		Dayton, OH		1986		256		2,890		26,011		52
Chestnut Hill		May-97		Middletown, CT		1985		314		2,936		17,452		787
Chestnut Hill Village		Oct-97		Philadelphia, PA		1963		834		10,511		31,284		9,291
Chimney Hill		Dec-94		Marietta, GA		1972		326		2,195		9,311		5,468
Churchill Park Apartments		May-98		San Antonio, TX		1979		392		1,788		10,131		2,223
Churchill Park		Dec-94		Louisville, KY		1970		384		2,674		9,705		422
Citadel		Dec-94		El Paso, TX		1973		261		1,234		5,308		3,578
Citadel Village		Dec-94		Colorado Springs, CO		1974		122		1,131		3,962		2,038
Citrus Grove		Jun-98		Redlands, CA		1985		198		1,118		6,333		389
Citrus Sunset		Mar-98		Vista, CA		1985		97		663		3,758		301
Civic Towers Apts		Apr-97		Miami, FL		1982		196		807		10,204		—
College Park (PA)		Jan-87		Carlisle, PA		1972		209		523		5,819		(661	)
Colonade Gardens/Ferntree		Oct-97		Phoenix, AZ		1973		196		765		4,337		499
Colonial Crest		Dec-99		Bloomington, IN		1965		208		938		4,488		1,348
Colony		Sep-98		Bradenton, FL		1986		166		1,121		6,350		469
Colony		Dec-97		Montgomery, AL		1974		176		—		—		3,812
Colony At Kenilworth		Oct-98		Towson, MD		1966		383		2,812		11,065		1,323
Colony House Apts		Oct-98		Murfreesboro, TN		1973		194		984		3,657		354
Cooper’s Pond		Jan-96		Tampa, FL		1978		463		2,054		8,402		532
Copper Chase		Dec-96		Katy, TX		1982		316		1,354		7,672		1,549
Copperfield I & II		Nov-96		Houston, TX		1983		196		702		7,003		1,155
Coral Cove		May-98		Tampa, FL		1985		200		727		4,119		3,620
Coral Gardens		Apr-93		Las Vegas, NV		1983		670		3,190		12,745		3,037
Country Club Villas		Jul-94		Amarillo, TX		1984		282		1,049		5,951		1,152
Country Club West		May-98		Greeley, CO		1986		288		2,848		16,138		788
Courtney Park		May-98		Fort Collins, CO		1986		248		2,726		15,450		524
Coventry Square		Nov-96		Houston, TX		1983		270		975		6,355		1,969
Creekside		Jan-96		Denver, CO		1974		328		2,607		8,319		453
Crossings At Bell		Jan-98		Amarillo, TX		1976		160		483		2,737		1,322

[Additional columns below]

[Continued from above table, first column(s) repeated]

	December 31, 2000
							Total Cost Net of
			Building and				Accumulated		Accumulated
Property Name	Land		Improvements		Total		Depreciation		Depreciation		Encumbrances
Buena Vista		49		1,466		1,515		557		957		317
Burgundy Court		1,247		6,995		8,241		1,712		6,529		6,578
Burgundy Park		630		3,696		4,326		34		4,293		3,382
Burkshire Commons		2,954		24,304		27,258		1,479		25,779		21,945
Calhoun Beach		11,263		70,370		81,633		4,709		76,924		51,419
Cambridge Heights		103		2,577		2,680		1,250		1,429		1,480
Cambridge Manor		1,459		8,270		9,729		—		9,729		9,867
Cameron Hill I		700		3,966		4,666		—		4,666		3,142
Cameron Hill II		359		2,035		2,394		—		2,394		2,144
Canterbury Green		14,785		79,127		93,912		2,787		91,124		51,682
Cape Cod		1,582		9,280		10,862		1,388		9,474		6,470
Captiva Club (Bay West)		1,600		16,190		17,790		2,117		15,673		8,753
Carriage Hill		753		7,511		8,263		1,942		6,321		5,235
Carriage House		332		2,551		2,884		205		2,679		1,819
Casa Anita		1,125		6,873		7,997		800		7,198		3,995
Cedar Brooke Apts		1,097		3,700		4,797		1,758		3,039		2,325
Cedar Rim		889		4,994		5,883		1,388		4,495		2,000
Cedarwood		903		2,898		3,801		345		3,456		1,930
Center Square		693		5,498		6,192		732		5,460		5,432
Chambers Ridge		1,291		9,068		10,360		801		9,559		5,307
Chambrel At Club Hill		2,328		13,191		15,519		149		15,370		14,625
Chambrel At Island Lake		3,456		19,584		23,040		317		22,723		19,647
Chambrel At Montrose		1,773		10,046		11,819		112		11,707		11,660
Chambrel At Pinecastle		1,484		8,411		9,896		96		9,799		8,654
Chambrel At Roswell		5,022		28,456		33,478		539		32,939		29,780
Chambrel At Williamsburg		3,741		21,200		24,941		240		24,701		22,782
Chapel Hill		977		6,131		7,109		1,962		5,147		3,320
Chapel NDP		347		3,725		4,072		340		3,733		3,174
Chapelwood		744		5,401		6,146		1,881		4,264		3,441
Chatham Harbor		2,288		13,546		15,834		539		15,295		9,629
Chelsea Place		2,167		12,278		14,445		145		14,301		12,079
Chelsea Ridge		733		41,151		41,884		—		41,884		36,250
Cherry Creek Garden		2,959		15,825		18,784		1,078		17,707		12,175
Chesapeake		775		8,185		8,960		1,391		7,568		7,006
Chesapeake Landing (OH)		3,666		25,287		28,953		308		28,645		23,201
Chestnut Hill		5,825		15,350		21,175		1,951		19,224		16,070
Chestnut Hill Village		7,879		43,207		51,086		9,304		41,782		25,588
Chimney Hill		2,698		14,275		16,974		5,518		11,456		5,400
Churchill Park Apartments		1,788		12,354		14,141		1,883		12,258		4,495
Churchill Park		2,298		10,503		12,801		893		11,908		6,450
Citadel		1,589		8,531		10,120		3,690		6,429		4,638
Citadel Village		1,185		5,945		7,130		2,116		5,014		2,450
Citrus Grove		1,118		6,722		7,840		735		7,105		4,930
Citrus Sunset		663		4,059		4,722		441		4,281		3,525
Civic Towers Apts		807		10,204		11,010		5,134		5,876		7,585
College Park (PA)		523		5,158		5,681		2,576		3,104		2,038
Colonade Gardens/Ferntree		766		4,836		5,601		671		4,930		2,672
Colonial Crest		959		5,815		6,774		648		6,126		1,653
Colony		1,121		6,820		7,940		693		7,248		3,219
Colony		218		3,594		3,812		1,832		1,980		1,465
Colony At Kenilworth		2,303		12,897		15,200		1,240		13,960		7,985
Colony House Apts		488		4,507		4,995		334		4,660		3,540
Cooper’s Pond		1,825		9,162		10,988		749		10,239		8,177
Copper Chase		1,757		8,818		10,575		1,473		9,102		5,016
Copperfield I & II		508		8,352		8,860		1,819		7,041		4,774
Coral Cove		1,381		7,085		8,466		1,583		6,882		3,888
Coral Gardens		3,190		15,782		18,972		5,471		13,502		12,308
Country Club Villas		1,049		7,103		8,152		1,982		6,169		5,387
Country Club West		2,848		16,926		19,774		2,738		17,036		11,050
Courtney Park		2,726		15,974		18,701		2,444		16,257		9,799
Coventry Square		681		8,618		9,299		3,263		6,036		4,962
Creekside		2,108		9,272		11,380		892		10,488		6,327
Crossings At Bell		483		4,059		4,542		623		3,919		2,328

F-34

									Initial Cost				Cost
													Capitalized
	Date				Year		Number				Buildings and		Subsequent to
Property Name	Acquired		Location		Built		of Units		Land		Improvements		Acquisition
Crossings Of Bellevue		May-98		Nashville, TN		1985		300		2,588		14,667		1,271
Crossroads		May-98		Phoenix, AZ		1982		316		2,180		12,353		648
Crows Nest		Nov-96		League City, TX		1984		176		795		5,400		1,257
Cypress Landing		Dec-96		Savannah, GA		1984		200		915		5,188		722
Cypress Ridge		May-98		Houston, TX		1979		268		870		4,931		1,301
Debaliviere I		May-97		St. Louis, MO		1979		146		605		2,392		436
Deer Creek		Jan-93		Plainsboro, NJ		1975		288		2,948		8,480		4,373
Deercross (IN)		Dec-00		Indianapolis, IN		1979		372		1,166		10,494		—
Doral Springs		Dec-94		Miami, FL		1972		368		2,525		9,284		623
Douglaston Villas and Townhomes (Formerly Cameron Villas)		Aug-99		Altamonte Springs, FL		1979		234		1,721		9,835		902
Dunes		Dec-97		San Antonio, TX		1964		120		278		707		86
Dunwoody Park		Jul-94		Dunwoody, GA		1980		318		1,838		10,538		1,688
Eagle Rock Village		Dec-97		Wichita, KS		1985		352		2,467		12,394		2,702
Eagle’s Nest		May-98		San Antonio, TX		1973		226		1,053		5,966		392
Eaglewood/Woods		Jun-98		Memphis, TN		1983		584		750		16,544		4,901
Easton Village		Nov-96		Houston, TX		1983		146		440		6,584		3,750
Eden Crossing		Nov-94		Pensacola, FL		1985		200		1,111		6,332		1,089
Elm Creek		May-97		Elmhurst, IL		1986		372		5,339		30,253		13,610
Emerald Ridge		Feb-98		Tyler, TX		1984		484		1,469		8,324		1,160
Enfield		Oct-97		Dallas, TX		1986		286		1,400		2,970		2,725
Essex Park		Oct-98		Columbia, SC		1971		323		1,670		5,588		213
Evanston Place		May-97		Evanston, IL		1988		190		1,503		19,960		6,974
Evergreen Club		Oct-97		Jacksonville, FL		1987		240		1,395		4,749		1,130
Fairway		Dec-92		Plano, TX		1978		256		1,714		5,662		163
Fairway View I		Oct-98		Baton Rouge, LA		1972		242		1,562		6,168		274
Fairway View II		Oct-98		Baton Rouge, LA		1981		204		1,515		5,808		236
Fairways		Jul-94		Chandler, AZ		1986		352		1,830		10,403		7,782
Farmingdale		Dec-00		Darien, IL		1975		240		1,502		13,520		—
Ferntree		Oct-98		Phoenix, AZ		1970		219		1,243		12,818		526
Festival Field		Dec-97		Newport, RI		1973		204		430		6,999		(172	)
Fieldcrest		Oct-98		Jacksonville, FL		1982		240		1,331		7,544		711
Fisherman’s Landing		Sep-98		Temple Terrace, FL		1986		256		1,643		9,311		862
Fisherman’s Landing		Dec-97		Bradenton, FL		1984		200		1,275		7,225		860
Fisherman’s Wharf		Nov-96		Clute, TX		1981		360		830		9,969		2,014
Foothill Place		Dec-94		Salt Lake City, UT		1973		450		3,693		14,291		5,786
Foothills		Oct-97		Tucson, AZ		1982		270		1,203		6,817		473
Forest		Dec-97		Houston, TX		1978		192		384		2,347		202
Forest River		Oct-98		Gadsden, AL		1979		248		862		3,755		341
Forrester Gardens		Dec-97		Tuscaloosa, AL		1972		152		200		4,041		545
Fox Run		Oct-96		Plainsboro, NJ		1973		776		8,442		33,326		2,224
Foxchase		May-97		Alexandria, VA		1947		2,028		39,390		93,181		17,374
Foxfire		Oct-98		Doraville, GA		1971		266		1,663		8,063		412
Foxtree		Oct-97		Tempe, AZ		1976		487		2,505		14,194		1,928
Frankford Place		Jul-94		Carrollton, TX		1982		274		1,125		6,382		990
Franklin Oaks		May-98		Franklin, TN		1987		468		4,031		22,842		1,542
Freedom Place Club		Oct-97		Jacksonville, FL		1988		352		2,289		12,970		1,218
Gateway Gardens		Oct-98		Cedar Rapids, IA		1969		328		1,994		7,795		165
Georgetown		Oct-93		South Bend, IN		1973		200		1,480		6,502		3,310
Georgetown		Oct-98		Columbus, OH		1962		150		1,087		4,289		261
Glen Hollow		Dec-99		Charlotte, NC		1972		336		2,133		10,174		802
Glenbrook		Oct-97		St. Petersburg, FL		1985		196		1,290		4,674		1,043
Governor’s Park		Aug-86		Little Rock, AR		1985		154		1,075		2,869		1,196
Governor’s Park		Oct-93		Ft. Collins, CO		1982		188		1,752		6,336		254
Grand Flamingo		Sep-97		Miami Beach, FL		1960		1,277		8,736		49,774		110,303
Grande Pointe		Dec-99		Columbia, MD		1974		324		2,715		15,382		2,140
Greens Of Naperville		May-97		Naperville, IL		1986		400		3,756		21,284		11,839
Greenspoint		Jan-96		Phoenix, AZ		1985		336		2,851		10,130		352
Greentree		Oct-93		Mobile, AL		1973		178		846		2,514		1,991
Greentree		Dec-96		Carrollton, TX		1983		365		1,955		11,098		1,082
Hampton Hill		Nov-96		Houston, TX		1984		332		1,574		8,408		5,076
Harbor Cove		May-98		San Antonio, TX		1980		256		1,446		8,193		551
Harbor Town @ Jacaranda		Apr-99		Plantation, FL		1988		280		1,920		17,277		52
Hastings Place		Nov-96		Houston, TX		1984		176		734		3,382		1,986

[Additional columns below]

[Continued from above table, first column(s) repeated]

	December 31, 2000
									Total Cost Net of
			Building and				Accumulated		Accumulated
Property Name	Land		Improvements		Total		Depreciation		Depreciation		Encumbrances
Crossings Of Bellevue		2,588		15,938		18,527		2,577		15,950		8,100
Crossroads		2,180		13,001		15,181		2,060		13,121		6,683
Crows Nest		762		6,689		7,452		2,132		5,320		2,706
Cypress Landing		915		5,910		6,826		1,358		5,468		5,519
Cypress Ridge		870		6,232		7,102		978		6,124		4,250
Debaliviere I		286		3,146		3,433		215		3,218		2,465
Deer Creek		1,999		13,802		15,801		4,616		11,185		6,025
Deercross (IN)		1,749		9,911		11,660		—		11,660		8,866
Doral Springs		3,905		8,526		12,431		1,002		11,429		6,000
Douglaston Villas and Townhomes (Formerly Cameron Villas)		1,721		10,737		12,458		1,018		11,440		7,188
Dunes		128		943		1,071		142		929		733
Dunwoody Park		1,838		12,226		14,064		3,168		10,896		11,319
Eagle Rock Village		1,829		15,733		17,563		2,693		14,870		9,602
Eagle’s Nest		1,053		6,358		7,410		1,090		6,320		4,565
Eaglewood/Woods		830		21,365		22,195		8,227		13,967		9,856
Easton Village		448		10,326		10,774		2,337		8,437		3,995
Eden Crossing		1,111		7,421		8,532		1,859		6,673		5,406
Elm Creek		7,128		42,075		49,202		12,851		36,351		22,876
Emerald Ridge		1,469		9,484		10,953		1,236		9,718		5,994
Enfield		919		6,176		7,095		1,329		5,765		4,593
Essex Park		942		6,530		7,471		509		6,962		7,025
Evanston Place		1,507		26,930		28,438		6,374		22,063		18,008
Evergreen Club		1,434		5,841		7,275		1,206		6,069		5,285
Fairway		2,671		4,869		7,540		477		7,063		6,575
Fairway View I		1,394		6,610		8,004		530		7,474		4,000
Fairway View II		1,462		6,097		7,558		501		7,057		4,200
Fairways		1,830		18,185		20,015		3,965		16,050		10,023
Farmingdale		2,253		12,769		15,022		—		15,022		8,837
Ferntree		1,242		13,345		14,587		956		13,631		5,075
Festival Field		430		6,828		7,257		3,241		4,017		3,307
Fieldcrest		1,331		8,255		9,586		801		8,786		5,661
Fisherman’s Landing		1,643		10,173		11,816		1,041		10,775		5,409
Fisherman’s Landing		1,276		8,084		9,360		1,083		8,278		4,569
Fisherman’s Wharf		744		12,069		12,813		5,052		7,761		3,309
Foothill Place		5,779		17,991		23,770		6,041		17,730		10,100
Foothills		1,203		7,290		8,493		1,004		7,489		3,626
Forest		417		2,516		2,933		227		2,706		1,190
Forest River		638		4,320		4,958		281		4,677		3,212
Forrester Gardens		200		4,586		4,786		2,031		2,754		1,549
Fox Run		9,068		34,924		43,992		2,596		41,396		29,575
Foxchase		20,216		129,730		149,945		16,365		133,581		84,068
Foxfire		1,682		8,456		10,138		618		9,520		7,030
Foxtree		2,505		16,122		18,627		2,175		16,452		8,364
Frankford Place		1,125		7,372		8,497		2,092		6,405		5,874
Franklin Oaks		4,031		24,384		28,415		3,883		24,532		16,790
Freedom Place Club		2,289		14,188		16,477		1,920		14,557		6,557
Gateway Gardens		1,387		8,566		9,953		686		9,267		6,191
Georgetown		1,296		9,995		11,291		3,308		7,984		5,260
Georgetown		882		4,754		5,637		357		5,280		3,505
Glen Hollow		2,204		10,905		13,109		612		12,496		7,442
Glenbrook		1,383		5,625		7,007		1,151		5,857		4,983
Governor’s Park		486		4,654		5,140		1,386		3,754		3,780
Governor’s Park		1,307		7,035		8,342		527		7,815		4,468
Grand Flamingo		13,182		155,631		168,813		6,121		162,692		51,572
Grande Pointe		2,715		17,522		20,237		640		19,597		11,386
Greens Of Naperville		3,163		33,715		36,879		9,200		27,678		11,601
Greenspoint		2,896		10,438		13,334		877		12,456		8,541
Greentree		587		4,763		5,351		2,022		3,329		3,431
Greentree		1,955		12,180		14,135		2,348		11,787		6,963
Hampton Hill		2,195		12,863		15,058		4,968		10,090		6,314
Harbor Cove		1,446		8,743		10,190		1,370		8,820		5,605
Harbor Town @ Jacaranda		2,982		16,267		19,249		206		19,043		19,304
Hastings Place		709		5,393		6,102		1,480		4,622		4,444

F-35

									Initial Cost				Cost
													Capitalized
	Date				Year		Number				Buildings and		Subsequent to
Property Name	Acquired		Location		Built		of Units		Land		Improvements		Acquisition
Haverhill Commons		May-98		W. Palm Beach, FL		1986		222		1,656		9,386		1,478
Heather Ridge		May-98		Phoenix, AZ		1983		252		1,609		9,119		356
Heather Ridge		Dec-96		Arlington, TX		1983		180		614		3,478		438
Heritage Park Escondido		Dec-91		Escondido, CA		1986		196		1,118		5,779		(126	)
Heritage Park Livermore		Dec-91		Livermore, CA		1988		167		1,324		5,682		(126	)
Heritage Village		Dec-97		Temple Terrace, FL		1967		252		713		10,678		9,773
Heritage Village Anaheim		Dec-91		Anaheim, CA		1986		196		1,488		6,180		(126	)
Hibben Ferry I		Jul-84		Mt. Pleasant, SC		1983		240		2,022		6,236		2,373
Hickory Ridge		Jan-85		Memphis, TN		1970		378		2,677		8,861		707
Hidden Cove (Formerly Lake Villa)		Dec-94		Belleville, MI		1976		120		810		3,503		1,480
Hidden Lake Apts		May-98		Tampa, FL		1983		267		1,361		7,715		484
Hiddentree		Oct-97		East Lansing, MI		1966		261		1,470		8,330		1,393
Highland Park		Dec-96		Fort Worth, TX		1985		500		1,823		10,330		5,664
Hillmeade		Nov-94		Nashville, TN		1985		288		2,872		16,066		3,549
Hollymead Square		Dec-97		Charlottesville, VA		1978		100		497		2,880		479
Hunt Club		Dec-00		Indianapolis, IN		1972		200		686		3,531		422
Hunt Club (MD)		Dec-97		Gaithersburg, MD		1986		336		2,913		26,218		284
Hunt Club (PA)		Dec-97		North Wales, PA		1986		320		3,728		33,555		157
Hunt Club I		Dec-00		Ypsilanti, MI		1988		296		1,014		9,128		99
Hunt Gardens		Dec-97		Baytown, TX		1984		100		422		2,378		81
Hunters Creek		May-99		Cincinnati, OH		1981		146		661		3,832		523
Hunters Crossing		Oct-99		Leesburg, VA		1967		164		1,425		8,076		384
Hunters Glen		Apr-98		Austell, GA		1983		72		301		1,704		186
Hunters Glen IV		Oct-98		Plainsboro, NJ		1976		264		2,617		9,217		775
Hunters Glen V		Oct-98		Plainsboro, NJ		1977		304		3,160		10,695		929
Hunters Glen VI		Oct-98		Plainsboro, NJ		1977		328		3,285		11,088		993
Huntington Athletic Club		Oct-98		Morrisville, NC		1986		212		1,916		8,302		665
Huntington Park (Formerly Marbella Club)		Jul-99		Miami, FL		1988		504		2,815		16,193		1,023
HuntingtonPointe (Formerly Bella Vista)		Jul-99		Miami, FL		1986		352		2,560		14,660		683
Indian Creek Village		Oct-98		Overland Park, KS		1972		273		2,121		7,976		1,292
Island Club (Beville)		Dec-00		Daytona Beach, FL		1986		206		1,220		10,980		—
Island Club (CA)		Dec-00		Oceanside, CA		1986		603		4,920		44,281		—
Island Club (MD)		Dec-00		Columbia, MD		1986		176		6		50		—
Island Club (Palm Aire)		Dec-00		Pomano Beach, FL		1988		262		1,800		16,204		—
Islandtree		Oct-97		Savannah, GA		1985		216		1,267		7,181		858
Jefferson Place		Nov-94		Baton Rouge, LA		1985		234		2,696		15,115		1,707
Key Towers		Oct-99		Alexandria, VA		1964		142		1,218		6,902		408
Kingstown Gardens		Dec-97		Norfolk, VA		1968		64		57		506		94
Knollwood		Dec-94		Nashville, TN		1972		326		2,367		3,715		5,451
La Colina Ranch		Oct-98		Denton, TX		1984		264		1,613		5,123		206
La Jolla De Tucson Apts		May-98		Tucson, AZ		1978		223		1,342		7,603		710
La Jolla San Antonio		May-98		San Antonio, TX		1975		300		2,071		11,733		489
Lake Castleton Arms		Oct-98		Indianapolis, IN		1997		1,265		5,188		33,504		3,889
Lake Forest		Dec-97		Erie, PA		1973		204		278		5,135		(405	)
Lake Forest Apts		Feb-95		Omaha, NE		1971		312		2,229		6,664		3,827
Lake Johnson Mews		Oct-98		Raleigh, NC		1972		201		1,761		5,597		252
Lakehaven I		May-97		Carol Stream, IL		1984		144		701		3,974		69
Lakehaven II		May-97		Carol Stream, IL		1985		348		1,673		9,482		1,022
Lakeland East		May-97		Jackson, MS		1984		144		464		3,199		258
Lakeside		Oct-98		Lisle, IL		1972		568		5,126		20,922		2,217
Lakeside North @ Carrollwood		Apr-99		Tampa, FL		1984		168		760		6,839		41
Lakeside Place		Oct-98		Houston, TX		1976		734		6,663		22,988		951
Lamplighter Park		Dec-94		Bellevue, WA		1967		174		1,781		6,525		1,620
Landings, The		Oct-98		Tampa, FL		1978		200		818		3,190		399
Landmark		May-98		Albuquerque, NM		1965		101		780		4,455		1,122
Landmark		Jan-93		Raleigh, NC		1970		292		2,505		8,233		5,108
Las Brisas (AZ)		Jul-94		Casa Grande, AZ		1985		132		573		3,260		393
Las Brisas (TX)		Dec-95		San Antonio, TX		1983		176		1,100		5,454		643
Lasalle		Dec-97		San Francisco, CA		1976		145		1,098		2,880		(16	)
Lebanon Station		Oct-98		Columbus, OH		1974		387		1,918		9,089		204
LegendOaks/The Woodlands		May-98		Tampa, FL		1983		416		2,304		13,058		788

[Additional columns below]

[Continued from above table, first column(s) repeated]

	December 31, 2000
									Total Cost Net of
			Building and				Accumulated		Accumulated
Property Name	Land		Improvements		Total		Depreciation		Depreciation		Encumbrances
Haverhill Commons		1,656		10,864		12,520		1,670		10,850		9,100
Heather Ridge		1,609		9,474		11,084		1,474		9,609		5,695
Heather Ridge		614		3,916		4,530		772		3,758		3,775
Heritage Park Escondido		1,016		5,756		6,772		49		6,722		6,116
Heritage Park Livermore		1,032		5,849		6,881		58		6,823		6,170
Heritage Village		713		20,452		21,165		5,082		16,083		4,966
Heritage Village Anaheim		1,131		6,410		7,542		66		7,476		6,792
Hibben Ferry I		1,225		9,406		10,631		2,690		7,941		6,033
Hickory Ridge		1,807		10,438		12,245		825		11,420		6,083
Hidden Cove (Formerly Lake Villa)		380		5,413		5,792		1,599		4,194		2,200
Hidden Lake Apts		1,361		8,198		9,560		1,303		8,257		5,212
Hiddentree		1,470		9,723		11,193		1,416		9,778		4,103
Highland Park		6,296		11,522		17,817		2,493		15,325		8,770
Hillmeade		2,872		19,615		22,487		4,758		17,729		10,729
Hollymead Square		484		3,373		3,856		599		3,258		3,323
Hunt Club		859		3,780		4,639		349		4,290		3,880
Hunt Club (MD)		5,928		23,487		29,415		312		29,103		18,771
Hunt Club (PA)		6,367		31,073		37,440		286		37,154		21,500
Hunt Club I		1,536		8,705		10,241		—		10,241		8,602
Hunt Gardens		457		2,424		2,881		197		2,684		1,362
Hunters Creek		661		4,354		5,016		463		4,552		2,656
Hunters Crossing		1,464		8,422		9,886		80		9,806		4,640
Hunters Glen		301		1,890		2,191		213		1,978		1,010
Hunters Glen IV		2,735		9,874		12,609		851		11,758		7,983
Hunters Glen V		3,200		11,584		14,784		951		13,833		8,668
Hunters Glen VI		3,381		11,986		15,367		1,056		14,310		9,021
Huntington Athletic Club		1,867		9,015		10,883		583		10,300		7,297
Huntington Park (Formerly Marbella Club)		2,815		17,216		20,031		1,546		18,485		13,567
HuntingtonPointe (Formerly Bella Vista)		2,560		15,343		17,903		1,384		16,519		12,765
Indian Creek Village		3,262		8,128		11,390		696		10,694		8,735
Island Club (Beville)		1,830		10,370		12,200		—		12,200		11,270
Island Club (CA)		7,380		41,821		49,201		—		49,201		43,240
Island Club (MD)		8		48		56		—		56		—
Island Club (Palm Aire)		2,701		15,303		18,004		—		18,004		17,270
Islandtree		1,267		8,039		9,306		1,117		8,189		3,961
Jefferson Place		2,697		16,821		19,518		4,163		15,354		9,162
Key Towers		1,257		7,271		8,528		69		8,459		5,654
Kingstown Gardens		135		523		657		80		577		65
Knollwood		1,504		10,028		11,533		5,535		5,998		6,780
La Colina Ranch		1,373		5,568		6,942		3,900		3,042		4,981
La Jolla De Tucson Apts		1,342		8,313		9,655		1,317		8,339		5,711
La Jolla San Antonio		2,071		12,222		14,293		1,910		12,383		8,425
Lake Castleton Arms		5,128		37,452		42,580		1,738		40,842		28,405
Lake Forest		278		4,730		5,008		2,363		2,645		2,093
Lake Forest Apts		2,191		10,528		12,719		4,087		8,632		4,700
Lake Johnson Mews		944		6,666		7,610		529		7,081		4,350
Lakehaven I		683		4,061		4,744		1,106		3,638		5,242
Lakehaven II		1,643		10,533		12,177		2,786		9,391		13,346
Lakeland East		494		3,428		3,921		570		3,351		3,373
Lakeside		5,283		22,983		28,266		1,648		26,618		17,200
Lakeside North @ Carrollwood		1,073		6,567		7,640		82		7,558		7,670
Lakeside Place		5,920		24,683		30,602		1,966		28,636		23,343
Lamplighter Park		2,781		7,145		9,926		1,872		8,054		3,500
Landings, The		656		3,751		4,407		319		4,088		2,186
Landmark		780		5,577		6,357		586		5,771		2,339
Landmark		2,008		13,838		15,846		5,487		10,359		6,312
Las Brisas (AZ)		573		3,653		4,226		942		3,283		—
Las Brisas (TX)		1,100		6,097		7,197		1,368		5,829		4,430
Lasalle		594		3,367		3,961		—		3,961		3,970
Lebanon Station		1,807		9,403		11,211		680		10,531		6,658
LegendOaks/The Woodlands		2,304		13,846		16,150		2,216		13,934		7,583

F-36

									Initial Cost				Cost
													Capitalized
	Date				Year		Number				Buildings and		Subsequent to
Property Name	Acquired		Location		Built		of Units		Land		Improvements		Acquisition
Leona		Dec-97		Uvalde, TX		1973		40		86		986		531
Lexington		Jul-94		San Antonio, TX		1981		72		311		1,764		332
Lighthouse At Twin Lakes I		Oct-97		Beltsville, MD		1969		480		3,627		13,240		5,855
Lighthouse At Twin Lakes II		Oct-97		Beltsville, MD		1971		113		1,039		2,292		1,376
Lighthouse At Twin Lakes III		Oct-97		Beltsville, MD		1978		107		760		3,231		1,163
Lodge, The		Jan-96		Denver, CO		1973		376		2,848		9,105		439
Los Arboles		Sep-97		Chandler, AZ		1985		232		1,662		9,418		966
Madera Point		May-98		Phoenix, AZ		1986		256		2,103		11,916		1,178
Magnolia Square (Trace)		Oct-98		Baton Rouge, LA		1973		246		1,191		4,249		1,230
Maple Bay		Dec-99		Virginia Beach, VA		1971		414		2,598		14,719		2,075
Merrill House		Jan-00		Fairfax, VA		1962		159		1,836		10,405		596
Mayfair Village		Sep-99		West Lafayette, IN		1964		72		250		3,317		386
McMillian Place		Jan-96		Dallas, TX		1986		402		2,507		12,409		446
Meadow Creek		Apr-85		Boulder, CO		1972		332		1,387		10,027		9,321
Meadows		Dec-96		Austin, TX		1983		100		579		3,283		381
Mesa Ridge		May-98		San Antonio, TX		1986		200		1,209		6,852		322
Michigan Meadows		Dec-99		Indianapolis, IN		1965		253		582		3,539		(51	)
Michigan Plaza — Commercial		Dec-99		Indianapolis, IN		1965		—		27		346		—
Millhopper Village		Oct-98		Gainesville, FL		1969		136		1,061		3,176		197
Misty Woods		Jan-96		Charlotte, NC		1986		228		1,448		5,921		289
Montecito		Jul-94		Austin, TX		1985		268		1,268		7,194		2,244
Mountain Run		Jul-99		Arvada, CO		1974		96		288		5,935		276
Mountainview		May-98		Colorado Springs, CO		1985		252		2,536		14,371		558
Newberry Park		May-97		Chicago, IL		1985		84		181		1,027		1,910
Newport		Jul-94		Avondale, AZ		1986		204		800		4,554		835
Nob Hill Villa		Dec-94		Nashville, TN		1971		472		2,417		10,087		6,371
North River Village		Oct-98		Atlanta, GA		1970		133		1,027		3,660		295
Northlake Village (Lima)		Dec-00		Lima, OH		1971		150		186		1,673		—
Northpoint		Dec-97		Chicago, IL		1921		304		2,139		12,370		457
Northview Harbor		Dec-99		Grand Rapids, MI		1982		360		2,016		10,696		751
Northwoods Apartments		Oct-98		Pensacola, FL		1979		320		1,869		6,544		539
Nottingham Square		Oct-98		Urbandale, IA		1974		442		1,890		7,820		138
Oak Falls		Nov-96		Spring, TX		1983		144		514		3,585		2,081
Oak Park Village I		Dec-00		Lansing, MI		1973		410		1,137		10,237		—
Oak Park Village II		Dec-00		Lansing, MI		1973		208		695		6,251		—
Oakbrook (MI)		Dec-99		Battle Creek, MI		1981		586		3,512		16,501		1,175
Oakwood Village On Lake Nan		Oct-98		Winter Park, FL		1973		278		1,581		5,673		355
Ocean Oaks Apartments		May-98		Port Orange, FL		1988		296		2,132		12,083		1,460
Old Farm		Dec-98		Lexington, KY		1985		330		1,893		10,725		724
Old Orchard		Dec-99		Grand Rapids, MI		1974		664		3,217		14,077		893
Old Salem		Oct-98		Charlottesville, VA		1967		364		2,820		12,940		608
Olde Towne West III		Dec-97		Alexandria, VA		1978		75		645		4,958		881
Olmos Club		Oct-97		San Antonio, TX		1983		134		322		1,825		233
Olympiad		Nov-94		Montgomery, AL		1986		176		1,046		5,958		871
One Lytle Place		Dec-97		Cincinnati, OH		1980		231		3,246		17,485		1,047
Orchidtree		Oct-97		Scottsdale, AZ		1971		278		2,314		13,112		1,022
Palencia		May-98		Tampa, FL		1985		420		2,804		15,887		5,576
Palm Lake (Village Square)		Oct-98		Tampa, FL		1972		150		954		6,266		1,407
Panorama Terrace		Oct-98		Birmingham, AL		1975		227		1,500		4,662		703
Paradise Palms		Jul-94		Phoenix, AZ		1970		130		647		3,684		716
Park @ Cedar Lawn		Nov-96		Galveston, TX		1985		192		769		5,073		2,919
Park Avenue Towers (PA)		Dec-97		Wilkes-Barre, PA		1978		130		613		1,735		(12	)
Park Capitol		Dec-94		Salt Lake City, UT		1972		135		1,219		3,455		1,025
Park Colony		May-98		Norcross, GA		1984		352		3,257		18,454		1,281
Park Towne		Oct-97		Philadelphia, PA		1959		980		11,592		27,573		19,763
Park Village		Dec-97		Hialeah, FL		1972		396		607		10,322		603
Parker House		Sep-00		Hyattsville, MD		1965		296		2,659		15,073		220
Parktown Townhouses		Oct-98		Deer Park, TX		1968		309		2,239		7,172		248
Parkway		Dec-97		Williamsburg, VA		1971		148		1,641		2,084		336

[Additional columns below]

[Continued from above table, first column(s) repeated]

	December 31, 2000
									Total Cost Net of
			Building and				Accumulated		Accumulated
Property Name	Land		Improvements		Total		Depreciation		Depreciation		Encumbrances
Leona		86		1,517		1,603		451		1,152		349
Lexington		312		2,095		2,407		511		1,896		973
Lighthouse At Twin Lakes I		2,994		19,728		22,722		6,264		16,457		12,313
Lighthouse At Twin Lakes II		625		4,081		4,706		1,478		3,228		2,855
Lighthouse At Twin Lakes III		735		4,419		5,154		1,282		3,872		3,481
Lodge, The		2,380		10,013		12,393		935		11,458		7,009
Los Arboles		1,662		10,384		12,046		1,421		10,625		6,957
Madera Point		2,103		13,094		15,197		2,026		13,171		8,067
Magnolia Square (Trace)		2,038		4,633		6,670		462		6,209		—
Maple Bay		2,598		16,794		19,392		588		18,803		9,972
Merrill House		1,836		11,001		12,837		346		12,491		6,893
Mayfair Village		276		3,676		3,952		1,549		2,403		2,497
McMillian Place		3,444		11,918		15,363		772		14,591		12,590
Meadow Creek		1,435		19,300		20,735		5,114		15,621		7,235
Meadows		579		3,664		4,243		656		3,587		2,875
Mesa Ridge		1,209		7,174		8,383		1,123		7,261		4,855
Michigan Meadows		807		3,262		4,070		313		3,757		1,557
Michigan Plaza — Commercial		27		346		373		198		175		—
Millhopper Village		543		3,891		4,434		337		4,097		2,700
Misty Woods		910		6,747		7,657		484		7,173		5,181
Montecito		1,268		9,438		10,706		2,533		8,173		5,967
Mountain Run		288		6,211		6,499		2,104		4,394		3,388
Mountainview		2,544		14,921		17,465		2,278		15,186		8,860
Newberry Park		156		2,962		3,118		930		2,188		8,377
Newport		800		5,389		6,189		1,505		4,684		4,730
Nob Hill Villa		2,863		16,011		18,874		6,356		12,518		6,925
North River Village		697		4,284		4,982		345		4,637		1,630
Northlake Village (Lima)		279		1,580		1,859		—		1,859		2,255
Northpoint		2,405		12,560		14,965		859		14,106		14,168
Northview Harbor		2,024		11,439		13,463		878		12,585		7,766
Northwoods Apartments		1,123		7,830		8,953		599		8,354		5,000
Nottingham Square		1,562		8,286		9,847		801		9,047		7,122
Oak Falls		508		5,672		6,180		1,519		4,661		4,844
Oak Park Village I		1,706		9,669		11,375		—		11,375		4,869
Oak Park Village II		1,042		5,904		6,946		—		6,946		3,281
Oakbrook (MI)		3,347		17,842		21,188		672		20,516		8,432
Oakwood Village On Lake Nan		1,303		6,306		7,610		574		7,035		3,834
Ocean Oaks Apartments		2,132		13,544		15,676		2,091		13,585		10,295
Old Farm		1,893		11,449		13,342		1,105		12,237		9,726
Old Orchard		3,232		14,954		18,186		662		17,524		10,418
Old Salem		1,952		14,416		16,369		978		15,391		9,943
Olde Towne West III		595		5,889		6,484		913		5,570		4,096
Olmos Club		322		2,058		2,380		294		2,086		1,174
Olympiad		1,046		6,830		7,875		1,725		6,150		4,817
One Lytle Place		2,033		19,745		21,778		1,312		20,466		12,530
Orchidtree		2,314		14,134		16,448		1,929		14,519		6,833
Palencia		2,804		21,462		24,266		3,206		21,060		13,047
Palm Lake (Village Square)		1,651		6,975		8,626		350		8,276		2,990
Panorama Terrace		1,109		5,756		6,865		539		6,326		3,681
Paradise Palms		647		4,401		5,047		1,152		3,896		4,190
Park @ Cedar Lawn		695		8,067		8,761		1,878		6,883		5,038
Park Avenue Towers (PA)		350		1,986		2,336		—		2,336		2,291
Park Capitol		735		4,963		5,698		1,135		4,563		2,725
Park Colony		3,257		19,735		22,992		3,074		19,918		10,788
Park Towne		3,817		55,110		58,927		18,488		40,439		37,289
Park Village		1,670		9,861		11,532		1,203		10,328		10,710
Parker House		2,665		15,287		17,952		146		17,805		7,815
Parktown Townhouses		2,156		7,503		9,659		651		9,008		7,800
Parkway		635		3,426		4,061		434		3,627		3,041

F-37

									Initial Cost				Cost
													Capitalized
	Date				Year		Number				Buildings and		Subsequent to
Property Name	Acquired		Location		Built		of Units		Land		Improvements		Acquisition
Parliament Bend		Jul-94		San Antonio, TX		1980		232		765		4,342		1,206
Patchen Place		Oct-98		Lexington, KY		1974		202		966		3,766		340
Peachtree Park		Jan-96		Atlanta, GA		1962/1995		295		4,681		12,957		2,412
Pembroke Court		Dec-97		Virginia Beach, VA		1974		458		1,897		12,199		4,871
Pendleton Riverside Apts		Apr-99		Pendleton, OR		1977		40		72		992		(437	)
Penn Square		Dec-94		Albuquerque, NM		1982		210		1,128		6,478		880
Peppermill Place		Nov-96		Houston, TX		1983		224		406		3,957		2,489
Pickwick Place		Oct-98		Indianapolis, IN		1973		336		1,082		7,418		1,293
Pine Creek (MI)		Oct-97		Clio, MI		1978		233		852		4,830		616
Pine Creek (TX)		Dec-97		Houston, TX		1979		300		668		3,892		227
Pine Shadows		May-98		Phoenix, AZ		1983		272		2,093		11,858		573
Pinebrook		Oct-98		Jacksonville, FL		1974		208		856		4,854		478
Pinebrook		Jan-93		Ridgeland, MS		1979		160		743		2,073		770
Pines Of Roanoke		Oct-98		Roanoke, VA		1978		216		1,218		4,998		260
Pinetree		Oct-98		Charlotte, NC		1972		220		1,427		6,843		372
Place Du Plantier		Oct-98		Baton Rouge, LA		1972		268		1,783		5,974		253
Plantation Crossing		Jan-96		Marietta, GA		1979		180		1,537		6,118		276
Plantation Gardens		Oct-98		Plantation, FL		1971		372		2,347		9,661		1,666
Pleasant Ridge		Nov-94		Little Rock, AR		1982		200		1,660		9,464		1,171
Pleasant Valley Point		Nov-94		Little Rock, AR		1985		112		907		5,069		1,003
Point West		Dec-94		Charleston, SC		1973		120		629		4,487		1,298
Point West		May-97		Lenexa, KS		1985		172		979		5,548		1,802
Pointe James		Oct-98		Charleston, SC		1977		128		956		1,181		76
Polo Park		Oct-97		Midland, TX		1983		184		800		4,532		853
Post Ridge		Feb-95		Nashville, TN		1972		150		1,249		5,782		2,302
Prairie Hills		Jul-94		Albuquerque, NM		1985		260		1,680		9,633		1,384
Preston Creek		Oct-98		Dallas, TX		1979		228		1,919		8,259		341
Pride Gardens		May-97		Flora, MS		1975		76		265		1,502		2,337
Privado Park		May-98		Phoenix, AZ		1984		352		2,636		14,937		553
Quail Hollow		Oct-98		West Columbia, SC		1973		215		1,350		4,505		573
Quail Ridge		May-98		Tucson, AZ		1974		253		1,613		9,143		623
Quail Run		Oct-98		Columbia, SC		1970		332		2,040		8,412		277
Quail Run		Oct-98		Zionsville, IN		1972		166		1,398		4,815		147
Quail Woods		Oct-98		Gastonia, NC		1974		188		1,112		1,892		87
Raintree		Oct-98		Pensacola, FL		1971		168		192		1,091		1,720
Raintree		Oct-98		Anderson, SC		1972		176		796		2,752		177
Ramblewood		Dec-97		Norfolk, VA		1978		300		969		5,646		1,258
Ramblewood (MI)		Dec-99		Grand Rapids, MI		1973		1,630		9,742		59,378		4,061
Rancho Arms		Jun-97		Rancho Cordova, CA		1973		95		386		2,322		18
Rancho Sunset		Mar-98		Escondido, CA		1985		334		3,103		16,755		1,755
Randol Crossing		Dec-96		Fort Worth, TX		1984		160		728		4,125		711
Reflections (Tampa)		Dec-00		Tampa, FL		1988		350		1,997		17,975		(65	)
Reflections (Virginia Beach)		Dec-00		Virginia Beach, VA		1987		480		2,827		25,445		135
Reflections (West Palm Beach)		Dec-00		West Palm Beach, FL		1986		303		1,342		12,081		—
Regency Oaks		Oct-98		Fern Park, FL		1965		343		1,630		3,348		2,376
Ridgecrest		Dec-96		Denton, TX		1983		152		393		2,228		507
Rio Cancion		Oct-98		Tucson, AZ		1983		379		2,832		16,090		821
River Loft Apartments		May-97		Philadelphia, PA		1910		197		1,687		10,911		3,738
River Reach		Jun-99		Naples, FL		1986		556		3,541		31,867		25
River Reach		Oct-98		Jacksonville, FL		1972		298		2,432		8,537		504
Rivercrest		Oct-98		Atlanta, GA		1970		312		3,077		11,101		480
Rivers Edge		Dec-94		Auburn, WA		1976		120		825		5,118		1,569
Riverside		Jul-94		Littleton, CO		1987		248		1,553		8,828		1,463
Riverside		Dec-80		Augusta, GA		1980		224		1,485		4,639		1,951
Riverside Park		Oct-97		Alexandria, VA		1973		1,222		11,845		50,174		18,030
Riverwalk		Dec-95		Little Rock, AR		1988		262		1,075		9,295		946
Riverwood (IN)		Dec-00		Indianapolis, IN		1978		120		395		3,552		—
Rocky Creek		Oct-98		Augusta, GA		1979		120		686		2,692		73
Rocky Ridge		Oct-98		Birmingham, AL		1973		116		617		2,290		315
Rolling Meadows		Dec-97		Ada, OK		1970		60		60		1,432		(327	)
Rosecroft Mews		Oct-99		Ft. Washington, MD		1966		303		2,043		11,597		129
Rosemont Crossing (The Greens)		Oct-98		San Antonio, TX		1974		217		743		3,802		192

[Additional columns below]

[Continued from above table, first column(s) repeated]

	December 31, 2000
										Total Cost Net of
			Building and				Accumulated			Accumulated
Property Name	Land		Improvements		Total		Depreciation			Depreciation		Encumbrances
Parliament Bend		765		5,548		6,313		1,431			4,882		—
Patchen Place		977		4,095		5,072		427			4,646		3,000
Peachtree Park		4,683		15,366		20,050		3,214			16,836		13,798
Pembroke Court		3,584		15,383		18,967		1,540			17,427		10,695
Pendleton Riverside Apts		72		555		627		435			193		317
Penn Square		1,128		7,358		8,486		1,796			6,690		4,109
Peppermill Place		344		6,508		6,852		1,528			5,324		4,698
Pickwick Place		1,286		8,507		9,793		537			9,256		6,227
Pine Creek (MI)		852		5,445		6,298		642			5,656		2,225
Pine Creek (TX)		672		4,115		4,788		375			4,412		2,411
Pine Shadows		2,093		12,430		14,523		1,948			12,575		7,500
Pinebrook		857		5,331		6,188		508			5,679		3,559
Pinebrook		516		3,070		3,586		775			2,811		2,444
Pines Of Roanoke		1,053		5,422		6,475		439			6,037		4,143
Pinetree		1,480		7,162		8,642		472			8,170		4,880
Place Du Plantier		1,461		6,549		8,010		662			7,348		3,800
Plantation Crossing		1,467		6,464		7,931		502			7,429		4,825
Plantation Gardens		4,412		9,262		13,674		882			12,792		9,683
Pleasant Ridge		1,661		10,635		12,295		2,714			9,581		6,700
Pleasant Valley Point		907		6,073		6,979		1,578			5,402		3,682
Point West		1,010		5,404		6,414		1,377			5,038		2,407
Point West		1,175		7,153		8,329		2,711			5,617		5,425
Pointe James		283		1,930		2,213		305			1,909		1,199
Polo Park		800		5,386		6,185		771			5,415		2,145
Post Ridge		1,359		7,973		9,332		2,397			6,935		4,050
Prairie Hills		2,011		10,685		12,697		2,747			9,950		6,680
Preston Creek		2,902		7,617		10,519		556			9,963		4,500
Pride Gardens		178		3,926		4,104		1,581			2,523		840
Privado Park		2,636		15,491		18,127		2,397			15,730		8,750
Quail Hollow		1,099		5,329		6,428		405			6,024		2,850
Quail Ridge		1,613		9,766		11,380		1,562			9,817		6,085
Quail Run		1,475		9,255		10,729		639			10,091		5,295
Quail Run		1,024		5,336		6,360		613			5,747		4,272
Quail Woods		283		2,808		3,091		358			2,733		2,407
Raintree		—		3,003		3,003		(19	)		3,022		2,585
Raintree		518		3,207		3,725		267			3,458		3,055
Ramblewood		581		7,293		7,873		1,107			6,766		4,787
Ramblewood (MI)		9,707		63,475		73,182		2,675			70,506		38,306
Rancho Arms		386		2,340		2,726		1,096			1,631		836
Rancho Sunset		3,103		18,510		21,613		1,955			19,658		13,522
Randol Crossing		728		4,836		5,564		901			4,663		3,421
Reflections (Tampa)		3,625		16,282		19,907		0			19,907		20,235
Reflections (Virginia Beach)		5,234		23,173		28,407		282			28,125		23,369
Reflections (West Palm Beach)		2,013		11,410		13,423		—			13,423		9,035
Regency Oaks		1,100		6,254		7,354		778			6,576		7,623
Ridgecrest		393		2,735		3,128		666			2,462		4,398
Rio Cancion		2,832		16,911		19,743		2,053			17,689		12,706
River Loft Apartments		1,132		15,204		16,336		1,835			14,501		6,391
River Reach		6,064		29,369		35,433		486			34,946		36,043
River Reach		2,450		9,023		11,473		710			10,763		6,693
Rivercrest		2,227		12,431		14,658		1,131			13,527		12,240
Rivers Edge		1,345		6,167		7,512		1,623			5,889		3,979
Riverside		1,554		10,290		11,844		2,696			9,149		10,098
Riverside		1,286		6,789		8,075		1,613			6,462		3,685
Riverside Park		9,869		70,181		80,050		19,580			60,470		50,542
Riverwalk		1,075		10,241		11,316		2,155			9,160		6,128
Riverwood (IN)		592		3,355		3,947		—			3,947		1,931
Rocky Creek		330		3,122		3,451		214			3,238		1,974
Rocky Ridge		542		2,680		3,222		261			2,961		1,450
Rolling Meadows		60		1,106		1,166		728			438		441
Rosecroft Mews		2,043		11,727		13,770		112			13,658		9,580
Rosemont Crossing (The Greens)		728		4,009		4,737		367			4,370		2,793

F-38

									Initial Cost				Cost
													Capitalized
	Date				Year		Number				Buildings and		Subsequent to
Property Name	Acquired		Location		Built		of Units		Land		Improvements		Acquisition
Royal Gardens		Oct-98		Hemet, CA		1987		137		521		2,817		543
Royal Palms		Jul-94		Mesa, AZ		1985		152		832		4,730		422
Runaway Bay (CA)		Dec-00		Antioch, CA		1986		283		1,740		15,659		—
Runaway Bay (FL)		Dec-00		Lantana, FL		1987		407		1,678		15,102		—
Runaway Bay (MI)		Dec-00		Lansing, MI		1987		288		981		8,829		—
Runaway Bay (NC)		Dec-00		Charlotte, NC		1985		280		1,208		10,868		—
Ryan’s Pointe		Oct-98		Houston, TX		1983		280		1,265		3,080		3,928
Salem Park		Oct-97		Ft. Worth, TX		1984		168		840		4,315		(286	)
San Juan		Jun-97		Fair Oaks, CA		1973		70		381		1,592		88
San Marina		Mar-98		Phoenix, AZ		1986		399		1,926		10,954		1,062
Sand Castles		Oct-97		League City, TX		1987		138		978		5,541		517
Sand Pebble		Oct-97		El Paso, TX		1983		208		861		4,879		508
Sandalwood		May-98		Houston, TX		1979		352		1,462		8,287		610
Sandpiper		Jan-95		St. Petersburg, FL		1984		276		1,766		8,199		1,277
Sandpiper Cove		May-97		Boynton Beach, FL		1987		416		11,447		29,088		2,630
Sands Point		Jan-96		Phoenix, AZ		1985		432		3,043		10,960		402
Savannah Trace		Dec-00		Shaumburg, IL		1986		368		18		163		—
Sawgrass		Jul-97		Orlando, FL		1986		208		1,443		8,157		835
Scandia		Dec-00		Indianapolis, IN		1977		444		1,789		16,099		—
Scotch Pines East		Dec-91		Ft. Collins, CO		1977		102		688		2,912		1,471
Seaside Point		Nov-96		Galveston, TX		1985		102		295		2,994		3,019
Seasons (TX)		Oct-95		San Antonio, TX		1976		280		974		5,749		2,696
Shadetree		Oct-97		Tempe, AZ		1965		123		591		3,349		772
Shadow Brook		Dec-00		West Valley City, UT		1984		300		2,216		6,861		308
Shadow Creek Apartments		May-98		Phoenix, AZ		1984		266		2,087		11,824		607
Shadow Lake		Oct-97		Greensboro, NC		1988		136		1,054		5,972		646
Shadowood		May-97		Chapel Hill, NC		1987		336		2,377		11,898		196
Shaker Square		Oct-98		Whitehall, OH		1968		194		1,177		5,357		94
Shallow Creek		May-98		San Antonio, TX		1982		208		1,234		6,995		351
Shenandoah Crossing		Dec-97		Fairfax, VA		1984		640		6,445		58,009		(89	)
Shoreview		May-97		San Francisco, CA		1976		156		1,290		2,920		3,128
Signal Pointe (Squire One)		Oct-98		Winter Park, FL		1971		368		2,108		6,805		453
Signature Point		Nov-96		League City, TX		1994		304		2,160		13,627		3,602
Silktree		Oct-97		Phoenix, AZ		1979		86		421		2,383		280
Silver Ridge		Oct-98		Maplewood, MN		1986		186		650		3,677		1,011
Silverado		Oct-98		El Paso, TX		1973		248		821		4,469		1,567
Ski Lodge		Oct-98		Montgomery, AL		1978		522		2,538		8,781		544
Snowden Village I		Oct-98		Fredericksburg, VA		1970		132		978		3,004		81
Snowden Village II		Oct-98		Fredericksburg, VA		1980		122		864		3,008		40
Snug Harbor		Dec-95		Las Vegas, NV		1990		64		750		2,966		456
Society Park		Oct-98		Tampa, FL		1968		324		1,135		4,266		1,428
Society Park East		Oct-98		Indian Harbor, FL		1963		200		1,013		6,278		1,430
Somerset Lakes		May-99		Indianapolis, IN		1974		360		3,533		20,285		566
Somerset Village		May-96		West Valley City, UT		1985		486		4,375		17,600		1,963
South Point		Oct-98		Durham, NC		1980		180		1,429		5,377		171
South Willow		Jul-94		West Jordan, UT		1987		440		2,218		12,612		1,653
Southport		Mar-97		Tulsa, OK		1984		240		1,394		5,255		3,787
Southridge Assoc		Dec-96		Greenville, TX		1984		160		643		3,645		537
Spectrum Pointe		Jul-94		Marietta, GA		1984		196		1,029		5,903		895
Springhill Lake		Oct-97		Greenbelt, MD		1969		2,907		20,793		70,845		26,443
St. Charleston Village		Oct-98		Las Vegas, NV		1980		312		2,035		7,778		432
Standart Woods Apts		Dec-97		Auburn, NY		1969		330		891		5,274		316
Steeplechase		Dec-00		Williamsburg, VA		1986		220		1,321		11,886		—
Steeplechase (MD)		Dec-97		Largo, MD		1986		240		1,888		16,995		20
Steeplechase (OH)		May-99		Loveland, OH		1988		272		1,669		9,539		471
Stirling Court		Nov-96		Houston, TX		1984		228		946		5,958		1,838
Stone Creek Club		Dec-97		Germantown, MD		1984		240		1,909		17,181		400
Stone Mountain West		Oct-98		Stone Mountain, GA		1971		142		1,236		4,200		214
Stone Pointe Village		Dec-99		Fort Wayne, IN		1980		296		1,809		8,591		1,037
Stonebrook		Jun-97		Sanford, FL		1991		244		2,071		9,353		786
Stonegate Village		Dec-00		New Castle, IN		1970		122		191		1,719		—
Stoney Brook		Nov-96		Houston, TX		1972		113		579		3,871		790
Stonybrook Apts		May-98		Tucson, AZ		1983		411		2,187		12,278		1,180
Strawbridge Square		May-97		Alexandria, VA		1979		128		917		3,932		947

[Additional columns below]

[Continued from above table, first column(s) repeated]

	December 31, 2000
										Total Cost Net of
			Building and				Accumulated			Accumulated
Property Name	Land		Improvements		Total		Depreciation			Depreciation		Encumbrances
Royal Gardens		521		3,360		3,881		260			3,621		2,378
Royal Palms		832		5,152		5,984		1,331			4,653		3,245
Runaway Bay (CA)		2,610		14,789		17,399		—			17,399		12,100
Runaway Bay (FL)		2,517		14,263		16,780		—			16,780		14,186
Runaway Bay (MI)		1,472		8,339		9,810		—			9,810		9,040
Runaway Bay (NC)		1,811		10,265		12,076		—			12,076		9,020
Ryan’s Pointe		885		7,388		8,273		169			8,104		4,229
Salem Park		555		4,314		4,869		1,423			3,446		2,975
San Juan		381		1,680		2,060		810			1,250		564
San Marina		1,926		12,016		13,942		1,548			12,394		7,738
Sand Castles		978		6,058		7,036		844			6,192		2,913
Sand Pebble		861		5,387		6,248		775			5,473		2,544
Sandalwood		1,462		8,897		10,360		1,454			8,906		4,525
Sandpiper		2,013		9,229		11,242		1,425			9,817		3,950
Sandpiper Cove		8,382		34,783		43,165		9,440			33,725		12,210
Sands Point		2,890		11,516		14,406		951			13,454		9,487
Savannah Trace		27		154		181		—			181		—
Sawgrass		1,443		8,992		10,435		1,320			9,115		4,332
Scandia		2,683		15,204		17,887		—			17,887		12,958
Scotch Pines East		689		4,381		5,070		1,544			3,526		2,714
Seaside Point		215		6,093		6,308		1,223			5,085		1,970
Seasons (TX)		982		8,437		9,419		1,582			7,838		4,334
Shadetree		591		4,121		4,712		604			4,107		1,936
Shadow Brook		2,055		7,330		9,385		700			8,685		6,000
Shadow Creek Apartments		2,087		12,430		14,517		1,933			12,584		6,642
Shadow Lake		1,054		6,619		7,672		900			6,772		3,041
Shadowood		2,125		12,345		14,470		1,029			13,441		10,397
Shaker Square		1,037		5,592		6,629		446			6,183		3,192
Shallow Creek		1,234		7,345		8,580		1,151			7,429		4,390
Shenandoah Crossing		11,768		52,598		64,365		506			63,859		36,842
Shoreview		218		7,120		7,337		661			6,676		4,170
Signal Pointe (Squire One)		1,269		8,096		9,365		665			8,701		8,875
Signature Point		2,134		17,255		19,389		3,223			16,167		6,923
Silktree		421		2,663		3,084		374			2,710		1,463
Silver Ridge		—		5,338		5,338		(38	)		5,376		4,525
Silverado		3,251		3,606		6,857		293			6,564		3,519
Ski Lodge		1,751		10,112		11,864		897			10,966		6,800
Snowden Village I		581		3,482		4,062		319			3,743		2,377
Snowden Village II		549		3,364		3,913		293			3,620		2,562
Snug Harbor		751		3,421		4,172		775			3,397		2,398
Society Park		2,255		4,574		6,830		523			6,306		5,311
Society Park East		1,898		6,823		8,721		420			8,301		4,106
Somerset Lakes		3,533		20,852		24,385		2,232			22,153		13,909
Somerset Village		4,375		19,563		23,938		3,760			20,179		12,242
South Point		1,259		5,718		6,977		485			6,491		4,600
South Willow		2,218		14,266		16,483		3,756			12,727		9,976
Southport		2,884		7,552		10,436		3,661			6,775		4,358
Southridge Assoc		643		4,182		4,826		872			3,954		3,946
Spectrum Pointe		1,029		6,798		7,827		1,784			6,043		5,020
Springhill Lake		11,438		106,642		118,080		26,691			91,389		53,837
St. Charleston Village		1,595		8,651		10,246		632			9,614		7,215
Standart Woods Apts		741		5,741		6,482		253			6,229		5,340
Steeplechase		1,981		11,226		13,207		—			13,207		9,425
Steeplechase (MD)		3,120		15,784		18,903		202			18,701		11,914
Steeplechase (OH)		2,009		9,670		11,679		1,055			10,624		8,324
Stirling Court		977		7,765		8,742		3,519			5,223		4,517
Stone Creek Club		3,190		16,301		19,491		204			19,286		12,058
Stone Mountain West		817		4,833		5,650		341			5,309		3,000
Stone Pointe Village		1,810		9,627		11,437		614			10,823		6,163
Stonebrook		2,071		10,140		12,210		1,560			10,650		5,915
Stonegate Village		287		1,624		1,910		—			1,910		1,617
Stoney Brook		704		4,536		5,240		1,028			4,212		2,624
Stonybrook Apts		2,167		13,478		15,645		2,248			13,397		5,598
Strawbridge Square		505		5,290		5,795		289			5,506		3,190

F-39

									Initial Cost				Cost
													Capitalized
	Date				Year		Number				Buildings and		Subsequent to
Property Name	Acquired		Location		Built		of Units		Land		Improvements		Acquisition
Summerchase		May-97		Van Buren, AR		1974		72		170		962		1,489
Summerwalk		Oct-98		Winter Park, FL		1974		306		1,991		6,650		816
Summerwalk At The Crossing		Nov-00		Tucker, GA		1989		264		1,663		14,971		742
Summit Creek		May-98		Austin, TX		1985		164		611		3,464		3,206
Sun Grove		Jul-94		Peoria, AZ		1986		86		659		3,749		270
Sun Katcher (Teal Pt)		Dec-95		Jacksonville, FL		1972		360		785		3,442		6,162
Sun Lake		May-98		Lake Mary, FL		1986		600		4,556		25,819		1,683
Sun River Village		Oct-98		Tempe, AZ		1981		334		2,651		9,119		403
Sunbury Downs		Nov-96		Houston, TX		1982		240		565		4,380		2,715
Sunchase Clearwater		Nov-94		Clearwater, FL		1985		461		2,177		19,641		2,592
Sunchase East		Nov-94		Orlando, FL		1985		296		927		8,361		1,107
Sunchase North		Nov-94		Orlando, FL		1985		324		1,013		9,142		1,357
Sunchase Tampa		Nov-94		Tampa, FL		1985		216		757		6,831		1,227
Sundown Village		Mar-98		Tucson, AZ		1984/1994		330		2,214		12,582		661
Sunlake		Sep-98		Brandon, FL		1986		88		189		1,086		3,907
Sunrise V		Dec-91		Richmond, VA		1976		229		1,587		4,630		2,442
Sunrunner		Jan-96		St. Petersburg, FL		1980		200		1,203		4,410		197
Sunset Village		Mar-98		Oceanside, CA		1987		114		1,128		6,392		417
Surrey Oaks		Oct-97		Bedford, TX		1983		152		628		3,560		518
Swiss Village		Nov-96		Houston, TX		1972		360		1,011		11,310		698
Sycamore Creek		Dec-91		Cincinnati, OH		1978		295		1,830		7,105		3,994
Taj Mahal		Dec-97		Fort Worth, TX		1958		131		155		841		91
Tall Timbers		Oct-97		Houston, TX		1982		256		1,238		7,016		554
Tamarac Village		Dec-94		Denver, CO		1979		564		4,499		14,318		3,709
Tar River Estates		Oct-98		Greenville, NC		1969		402		2,411		6,546		1,405
Tates Creek Village		Oct-98		Lexington, KY		1970		204		1,282		6,643		1,294
Tatum Gardens Apartments		May-98		Phoenix, AZ		1985		128		653		3,699		3,086
The Apartment		Dec-94		Omaha, NE		1973		204		1,186		5,175		3,570
The Arbors Apartments		May-98		Deland, FL		1983		224		1,507		8,537		1,149
The Arbours Of Hermitage		Dec-94		Hermitage, TN		1972		350		2,143		7,367		6,476
The Bluffs		Dec-98		Laffayette, IN		1982		181		979		5,549		855
The Bradford		Oct-97		Midland, TX		1982		218		705		3,996		(424	)
The Breakers		Oct-98		Daytona Beach, FL		1985		208		1,008		5,710		695
The Falls Of Bells Ferry		May-98		Marietta, GA		1987		720		6,568		37,218		1,468
The Gates Of West Bay		Dec-97		Norfolk, VA		1963		202		483		3,424		255
The Greens		Dec-97		Chandler, AZ		2000		324		2,303		6,744		14,098
The Hills At The Arboretum		Oct-97		Austin, TX		1983		329		1,367		7,747		8,010
The Knolls		Oct-98		Colorado Springs, CO		1972		262		2,559		8,058		1,833
The Lakes		Dec-94		Raleigh, NC		1972		600		3,822		15,265		971
The Lexington		Oct-98		Sarasota, FL		1974		267		1,863		6,516		206
The Loft		Oct-98		Raleigh, NC		1974		184		1,667		6,316		195
The Park		Oct-98		Melbourne, FL		1983		120		719		4,072		250
The Park At Deerbrook		Oct-98		Humble, TX		1984		100		470		1,017		188
The Pines		Oct-98		Palm Bay, FL		1984		216		601		3,406		502
The Sterling		Oct-98		Philadelphia, PA		1962		536		7,610		35,768		1,932
The Stratford		May-98		San Antonio, TX		1979		269		1,920		10,879		541
Thicket		Dec-97		Houston, TX		1982		279		392		2,700		172
Thurber Manor		Oct-98		Columbus, OH		1965		115		873		2,713		325
Timber Ridge		Oct-98		Sharonville, OH		1972		248		1,537		5,706		412
Timberlake		May-97		Arlington, TX		1971		224		258		6,820		270
Timbermill		Oct-95		San Antonio, TX		1982		296		778		4,674		1,046
Timbertree		Oct-97		Phoenix, AZ		1980		387		2,334		13,229		1,062
Torrey Pines Village		Oct-98		Las Vegas, NV		1980		204		1,332		5,031		229
Township I & Ii		Nov-96		Littleton, CO		1986		161		1,058		11,166		11,005
Trails Of Ashford		May-98		Houston, TX		1979		514		2,650		15,018		950
Treehouse		Dec-97		College Station, TX		1982		156		701		3,828		139
Treetops		Dec-00		San Bruno, CA		1987		310		13		120		—
Trinity Apartments		Mar-00		Irving, TX		1985		596		3,669		15,344		3,322
Tropical Gardens		Dec-97		Lauderdale Lake, FL		1983		245		1,335		7,166		940
Twin Lake Towers		Oct-98		Westmont, IL		1969		399		3,461		13,538		1,281
Twin Lakes		Apr-93		Palm Harbor, FL		1986		262		2,180		4,393		2,020
Victoria Station		Jun-98		Victoria, TX		1997		224		425		3,946		2,710

[Additional columns below]

[Continued from above table, first column(s) repeated]

	December 31, 2000
									Total Cost Net of
			Building and				Accumulated		Accumulated
Property Name	Land		Improvements		Total		Depreciation		Depreciation		Encumbrances
Summerchase		81		2,540		2,621		1,851		769		617
Summerwalk		1,374		8,084		9,458		499		8,959		4,845
Summerwalk At The Crossing		2,124		15,252		17,376		850		16,526		17,360
Summit Creek		1,153		6,128		7,281		1,424		5,857		3,456
Sun Grove		659		4,019		4,678		1,069		3,609		—
Sun Katcher (Teal Pt)		785		9,605		10,389		1,398		8,991		8,458
Sun Lake		4,556		27,503		32,059		4,415		27,644		14,655
Sun River Village		2,081		10,091		12,173		791		11,382		6,065
Sunbury Downs		517		7,143		7,660		1,526		6,134		5,190
Sunchase Clearwater		2,177		22,232		24,410		5,487		18,923		16,015
Sunchase East		927		9,468		10,395		2,364		8,031		8,406
Sunchase North		1,013		10,499		11,512		2,616		8,897		11,275
Sunchase Tampa		757		8,057		8,815		2,075		6,739		6,739
Sundown Village		2,214		13,243		15,457		1,567		13,890		8,276
Sunlake		632		4,550		5,182		1,107		4,075		2,696
Sunrise V		1,157		7,502		8,659		2,548		6,111		6,390
Sunrunner		892		4,918		5,810		400		5,409		3,250
Sunset Village		1,128		6,810		7,937		713		7,225		5,442
Surrey Oaks		628		4,077		4,706		470		4,235		2,165
Swiss Village		868		12,151		13,019		5,038		7,981		7,426
Sycamore Creek		1,897		11,033		12,930		4,025		8,905		8,336
Taj Mahal		152		936		1,087		88		999		305
Tall Timbers		1,238		7,570		8,808		1,075		7,733		3,858
Tamarac Village		3,797		18,730		22,526		3,878		18,649		9,400
Tar River Estates		1,327		9,035		10,362		1,097		9,265		4,506
Tates Creek Village		2,004		7,215		9,219		470		8,749		4,210
Tatum Gardens Apartments		1,117		6,321		7,437		1,411		6,027		3,360
The Apartment		1,291		8,640		9,931		3,744		6,188		4,703
The Arbors Apartments		1,507		9,686		11,193		1,518		9,675		7,605
The Arbours Of Hermitage		2,064		13,922		15,986		6,072		9,914		5,650
The Bluffs		979		6,404		7,383		606		6,777		3,746
The Bradford		519		3,758		4,277		543		3,734		1,542
The Breakers		1,008		6,406		7,413		629		6,785		3,719
The Falls Of Bells Ferry		6,568		38,685		45,253		5,913		39,340		26,215
The Gates Of West Bay		601		3,561		4,162		334		3,829		2,466
The Greens		2,303		20,841		23,145		2		23,143		17,500
The Hills At The Arboretum		1,367		15,757		17,124		1,179		15,946		7,903
The Knolls		3,151		9,300		12,451		751		11,699		9,883
The Lakes		3,966		16,093		20,059		1,301		18,758		12,240
The Lexington		1,603		6,983		8,585		601		7,985		7,020
The Loft		1,623		6,555		8,177		1,264		6,913		4,276
The Park		720		4,321		5,041		418		4,623		2,496
The Park At Deerbrook		354		1,321		1,675		443		1,232		1,509
The Pines		603		3,906		4,509		338		4,171		2,190
The Sterling		5,068		40,241		45,309		5,083		40,226		22,504
The Stratford		1,920		11,420		13,340		1,860		11,480		5,660
Thicket		507		2,757		3,264		203		3,061		1,170
Thurber Manor		513		3,398		3,911		261		3,650		2,214
Timber Ridge		1,106		6,549		7,654		507		7,148		5,121
Timberlake		1,247		6,101		7,348		473		6,875		1,940
Timbermill		778		5,720		6,498		1,310		5,189		3,370
Timbertree		2,334		14,290		16,625		1,962		14,663		7,415
Torrey Pines Village		989		5,603		6,592		375		6,217		4,752
Township I & Ii		836		22,393		23,229		3,611		19,618		9,027
Trails Of Ashford		2,650		15,968		18,618		2,452		16,166		8,615
Treehouse		684		3,984		4,668		304		4,364		2,110
Treetops		20		113		133		—		133		—
Trinity Apartments		3,669		18,666		22,335		5,955		16,380		8,369
Tropical Gardens		1,300		8,141		9,441		1,188		8,253		7,793
Twin Lake Towers		2,647		15,633		18,280		1,450		16,830		10,706
Twin Lakes		1,595		6,998		8,593		2,131		6,462		7,243
Victoria Station		648		6,433		7,081		1,968		5,112		3,048

F-40

									Initial Cost				Cost
													Capitalized
	Date				Year		Number				Buildings and		Subsequent to
Property Name	Acquired		Location		Built		of Units		Land		Improvements		Acquisition
Villa La Paz		Jun-98		Sun City, CA		1990		96		573		3,096		302
Villa Ladera		Jan-96		Albuquerque, NM		1985		280		1,765		10,013		1,797
Villa Nova		Dec-91		Indianapolis, IN		1972		126		693		2,777		357
Villa Serena		Dec-91		Chino, CA		1987		186		949		5,033		(126	)
Village		Dec-91		Barndon, FL		1986		112		960		4,093		129
Village Creek At Brookhill		Jul-94		Westminster, CO		1987		324		2,446		13,901		1,391
Village Crossing		May-98		W. Palm Beach, FL		1986		189		1,618		9,167		1,309
Village East		Dec-94		Colorado Springs, CO		1972		137		1,059		3,627		1,812
Village Gardens		Oct-98		Fort Collins, CO		1973		141		1,136		3,502		186
Village Green		Oct-98		Montgomery, AL		1972		337		1,767		5,452		221
Village Green (AL)		Dec-97		Mobile, AL		1973		208		310		201		4,633
Village In The Woods		Jan-96		Cypress, TX		1983		530		3,631		15,292		644
Village Of Pennbrook		Oct-98		Levitown, PA		1970		722		5,533		31,345		26,352
Villas (VA)		Dec-97		Portsmouth, VA		1977		196		669		3,937		359
Vinings Peak		Jan-96		Atlanta, GA		1980		280		2,838		10,146		402
Vista Del Lagos		Nov-97		Chandler, AZ		1986		200		1,415		7,494		80
Vista Ventana Apartments		May-98		Phoenix, AZ		1982		275		1,908		10,810		583
Walker Springs Apts		Dec-91		Knoxville, TN		1974		168		528		2,696		1,987
Walnut Springs		Dec-96		San Antonio, TX		1983		224		998		5,657		454
Warwick		Dec-97		Abilene, TX		1984		152		779		4,433		169
Waterford		Nov-96		Houston, TX		1984		312		533		5,692		1,020
Waterways Village		Jun-97		Aventura, FL		1991		180		4,504		11,702		616
Weatherly		Oct-98		Stone Mountain, GA		1984		224		1,275		6,887		1,026
Wellspring		Dec-97		Columbia, SC		1985		232		564		9,114		—
West 135th Street		Aug-98		New York, NY		1979		198		1,195		14,969		1,232
West Lake Arms Apts		May-97		Indianapolis, IN		1977		1,381		3,989		22,697		1,785
West Way Village		May-98		Houston, TX		1979		326		980		5,554		4,846
West Woods		Dec-00		Annapolis, MD		1981		57		233		2,097		—
Westgate		Oct-98		Houston, TX		1971		313		1,998		8,933		2,517
Whispering Pines		Oct-98		Madison, WI		1986		136		719		4,046		175
Wickertree		Oct-97		Phoenix, AZ		1983		226		1,225		6,944		441
Wildflower		Oct-97		Midland, TX		1982		264		705		3,996		1,222
Williams Cove		Jul-94		Irving, TX		1984		260		1,227		6,972		810
Williamsburg		May-98		Rolling Meadows, IL		1985		329		2,717		15,398		1,288
Williamsburg Apts		Oct-98		Indianapolis, IN		1974		460		2,396		8,923		863
Williamsburg Manor		Jan-95		Cary, NC		1972		183		1,789		7,451		1,027
Williamsburg On The Wabash (IN)		Dec-99		West Lafayette, IN		1967		473		3,225		17,569		802
Willow Park On Lake Adelaide		Oct-98		Altamonte Springs, FL		1972		185		1,135		5,501		295
Willow Tree		Dec-97		Baytown, TX		1983		100		309		1,810		94
Willowick		Oct-98		Greenville, SC		1974		180		792		2,698		309
Winchester Village Apts		Sep-99		Indianapolis, IN		1966		96		14		1,467		785
Winddrift (IN)		Dec-00		Indianapolis, IN		1980		166		608		5,471		—
Windridge		May-98		San Antonio, TX		1983		276		1,480		8,386		449
Windrift (FL)		Dec-00		Orlando, FL		1987		290		1,324		11,915		—
Windrift Oceanside, CA		Dec-00		Oceanside, CA		1987		409		14		123		—
Windsong At Chambrel		Dec-97		Akron, OH		1987		83		522		2,957		—
Windsor At South Square		Oct-98		Durham, NC		1972		230		1,632		5,122		213
Windsor Crossing		Dec-97		Newport News, VA		1978		156		654		2,831		552
Windsor Hills		Oct-98		Blacksburg, VA		1970		300		1,952		6,946		207
Windsor Landing		Oct-97		Morrow, GA		1991		200		1,641		9,298		527
Windsor Park		Dec-00		Woodbridge, VA		1987		220		7		60		—
Windward At The Villages		Oct-97		W. Palm Beach, FL		1988		196		1,595		9,037		974
Wood Lake		Jan-96		Atlanta, GA		1983		220		2,362		8,659		326
Woodcrest		Dec-97		Odessa, TX		1972		80		41		2,069		1,855
Woodhaven		Mar-94		Chesapeake, VA		1968		208		1,196		4,987		862
Woodhill Associates		Dec-96		Denton, TX		1985		352		1,554		8,805		1,275
Woodhollow		Oct-97		Austin, TX		1974		108		658		3,728		473
Woodland Ridge		Dec-96		Irving, TX		1984		130		595		3,373		354
Woodland Village I		Oct-98		Columbia, SC		1970		308		2,078		6,861		766
Woodlands (MI)		Dec-99		Battle Creek, MI		1987		76		496		3,513		173
Woodlands/Odessa		Jul-94		Odessa, TX		1982		232		676		3,835		997
Woodlands/Tyler		Jul-94		Tyler, TX		1984		256		1,029		5,845		948
Woodmere		Jan-92		Cincinnati, OH		1971		150		995		2,995		509
Woods Of Inverness		Oct-98		Houston, TX		1983		272		1,897		6,906		483
Woodshire		Dec-97		Virginia Beach, VA		1972		288		1,306		7,833		594
Wyckford Commons		Dec-91		Indianapolis, IN		1973		248		1,167		5,475		984
Wyntre Brook Apts		May-97		West Chester, PA		1976		212		1,257		7,106		548
Yorktown Apartments		Oct-98		Lombard, IL		1973		368		4,029		12,002		1,334
Yorktree		Oct-97		Carolstream, IL		1972		293		1,968		11,151		1,678
								153,872		1,004,395		5,072,011		936,046

[Additional columns below]

[Continued from above table, first column(s) repeated]

	December 31, 2000
										Total Cost Net of
			Building and				Accumulated			Accumulated
Property Name	Land		Improvements		Total		Depreciation			Depreciation		Encumbrances
Villa La Paz		573		3,398		3,971		376			3,596		2,301
Villa Ladera		2,235		11,339		13,575		2,438			11,137		5,177
Villa Nova		693		3,134		3,827		—			3,827		2,231
Villa Serena		879		4,978		5,857		42			5,815		5,038
Village		894		4,288		5,181		292			4,889		1,861
Village Creek At Brookhill		2,446		15,292		17,738		3,930			13,808		—
Village Crossing		1,618		10,476		12,093		1,634			10,459		7,000
Village East		1,120		5,377		6,497		1,911			4,586		2,150
Village Gardens		808		4,016		4,824		412			4,412		4,518
Village Green		1,228		6,212		7,440		568			6,871		4,686
Village Green (AL)		310		4,834		5,144		2,139			3,005		2,323
Village In The Woods		3,148		16,420		19,567		1,171			18,397		14,262
Village Of Pennbrook		—		63,230		63,230		26,740			37,490		19,300
Villas (VA)		685		4,281		4,966		501			4,466		2,782
Vinings Peak		2,416		10,970		13,386		874			12,512		8,271
Vista Del Lagos		1,415		7,574		8,989		2,969			6,020		4,810
Vista Ventana Apartments		1,908		11,393		13,301		1,720			11,581		6,085
Walker Springs Apts		501		4,710		5,211		2,079			3,132		2,402
Walnut Springs		998		6,110		7,109		1,787			5,322		4,058
Warwick		753		4,628		5,381		351			5,030		2,312
Waterford		270		6,975		7,245		2,305			4,940		5,413
Waterways Village		4,504		12,318		16,822		1,954			14,868		7,360
Weatherly		1,275		7,913		9,188		746			8,443		4,568
Wellspring		564		9,114		9,678		3,936			5,742		5,399
West 135th Street		1,131		16,264		17,395		5,336			12,059		3,500
West Lake Arms Apts		2,966		25,505		28,471		2,247			26,224		15,630
West Way Village		2,457		8,923		11,380		2,042			9,338		4,753
West Woods		349		1,980		2,330		—			2,330		1,934
Westgate		2,876		10,573		13,449		2,681			10,768		5,920
Whispering Pines		—		4,940		4,940		(28	)		4,967		4,148
Wickertree		1,225		7,385		8,610		1,033			7,577		3,898
Wildflower		705		5,218		5,923		750			5,172		1,953
Williams Cove		1,227		7,782		9,009		2,082			6,927		5,507
Williamsburg		2,717		16,686		19,403		2,579			16,824		11,930
Williamsburg Apts		1,338		10,844		12,182		974			11,208		7,400
Williamsburg Manor		1,831		8,436		10,267		1,288			8,978		4,150
Williamsburg On The Wabash (IN)		2,968		18,628		21,596		612			20,983		12,215
Willow Park On Lake Adelaide		1,275		5,655		6,930		413			6,518		3,923
Willow Tree		355		1,858		2,213		148			2,065		1,125
Willowick		505		3,294		3,799		300			3,499		3,110
Winchester Village Apts		101		2,164		2,265		1			2,264		—
Winddrift (IN)		912		5,167		6,079		—			6,079		4,917
Windridge		1,480		8,835		10,315		1,391			8,924		5,955
Windrift (FL)		1,986		11,253		13,239		—			13,239		8,212
Windrift Oceanside, CA		20		116		137		—			137		—
Windsong At Chambrel		522		2,957		3,479		57			3,422		3,158
Windsor At South Square		988		5,979		6,967		512			6,455		2,058
Windsor Crossing		453		3,585		4,038		699			3,339		3,814
Windsor Hills		1,601		7,505		9,106		561			8,544		6,840
Windsor Landing		1,642		9,824		11,466		1,348			10,117		5,124
Windsor Park		10		56		66		—			66		—
Windward At The Villages		1,595		10,012		11,606		1,357			10,249		4,185
Wood Lake		1,881		9,466		11,347		744			10,603		7,122
Woodcrest		41		3,925		3,966		981			2,985		537
Woodhaven		842		6,203		7,045		1,006			6,039		3,692
Woodhill Associates		1,554		10,081		11,634		1,720			9,915		9,655
Woodhollow		658		4,201		4,859		581			4,278		1,969
Woodland Ridge		595		3,727		4,322		729			3,593		3,224
Woodland Village I		1,224		8,481		9,705		475			9,230		4,950
Woodlands (MI)		740		3,442		4,183		428			3,755		2,011
Woodlands/Odessa		676		4,832		5,508		1,397			4,111		—
Woodlands/Tyler		1,029		6,793		7,822		1,808			6,014		3,933
Woodmere		661		3,839		4,499		100			4,399		2,746
Woods Of Inverness		1,523		7,762		9,285		591			8,695		4,991
Woodshire		1,951		7,781		9,732		810			8,922		7,533
Wyckford Commons		881		6,744		7,625		1,139			6,487		4,500
Wyntre Brook Apts		808		8,104		8,912		779			8,133		6,575
Yorktown Apartments		2,519		14,847		17,366		1,188			16,178		12,064
Yorktree		1,968		12,829		14,797		1,699			13,098		6,244
		976,421		6,036,031		7,012,452		912,758			6,099,694		4,031,375

F-41

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2000, 1999 and 1998
(In Thousands)

			2000			1999			1998
Real Estate
	Balance at beginning of year		$	4,512,697		$	2,771,169		$	1,657,207
	Additions during the year:
		Newly consolidated assets		1,653,886			1,101,134			—
		Acquisitions		739,005			521,624			1,058,428
		Additions		270,779			177,245			78,270
		Sales/transfers		(163,915	)		(58,475	)		(22,736	)
	Balance at end of year		$	7,012,452		$	4,512,697		$	2,771,169
Accumulated Depreciation
	Balance at beginning of year		$	415,992		$	228,155		$	153,285
	Additions during the year:
		Depreciation		323,321			131,257			83,908
		Newly consolidated assets		193,246			60,345			—
		Sales/transfers		(19,801	)		(3,765	)		(9,038	)
	Balance at end of year		$	912,758		$	415,992		$	228,155

F-42

INDEX TO EXHIBITS

EXHIBIT NO.	DESCRIPTION
2.1	Second Amended and Restated Agreement and Plan of Merger, dated as of January 22, 1999, by and between Apartment Investment and Management Company and Insignia Properties Trust (Exhibit 2.2 to the Current Report on Form 8-K of Insignia Properties Trust, dated February 11, 1999, is incorporated herein by this reference)
2.2	Amended and Restated Agreement and Plan of Merger, dated as of May 26, 1998, by and among Apartment Investment Management Company, AIMCO Properties, L.P., Insignia Financial Group, Inc., and Insignia/ESG Holdings, Inc. (Appendix I to AIMCO’s Registration Statement on Form S-4, filed August 5, 1998, is incorporated herein by this reference)
2.3	Acquisition Agreement, dated as of June 28, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers (Exhibit 2.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, is incorporated herein by this reference)
2.4	Agreement and Plan of Merger, dated as of November 29, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/OTEF, LLC and Oxford Tax Exempt Fund II Limited Partnership (Annex A to AIMCO’s Registration Statement on Form S-4 filed on December 1, 2000, 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 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)

EXHIBIT NO.	DESCRIPTION
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 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 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 ended year 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 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 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)
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 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 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 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)

EXHIBIT NO.	DESCRIPTION
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 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 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 and 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 for the year ended 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 for the year ended 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 for the year ended 2000, is incorporated herein by this reference)
10.22	Amended and Restated Indemnification Agreement, dated as of May 26, 1998, by and between Apartment Investment and Management Company and Insignia/ESG Holdings, Inc. (Appendix II to AIMCO’s Registration Statement on Form S-4, filed August 5, 1998, is incorporated herein by this reference)
10.23	Interim Credit Agreement, dated as of September 20, 2000, among AIMCO Properties, L.P., NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A., Lehman Commercial Paper Inc. and several other lenders (Exhibit (D) to AIMCO’s Schedule 13D related to Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated herein by this reference)
10.24	Second Amended and Restated Credit Agreement, dated as of September 20, 2000, among AIMCO Properties, L.P., NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A. and several other lenders (Exhibit (E) to AIMCO’s Schedule 13D related to Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated herein by this reference)
10.25	Intercreditor and Subordination Agreement, dated as of September 20, 2000, among AIMCO Properties, L.P., NHP Management Company, AIMCO/Bethesda Holdings, Inc., Bank of America N.A. and several other lenders. (Exhibit (F) to AIMCO’s Schedule 13D related to Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated hereby by this reference)
10.26	ILPI and BAC Agreement, dated as of September 20, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P. and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers (Exhibit (B) of Schedule 13D of Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated herein by this reference)

EXHIBIT NO.	DESCRIPTION
10.27	Option Sale Agreement, dated as of September 20, 2000 by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers (Exhibit (C) of Schedule 13D of Oxford Tax Exempt Fund II Limited Partnership, dated September 20, 2000, is incorporated herein by this reference)
10.28	Employment Contract, executed on July 29, 1994, by and between AIMCO Properties, L.P., and Peter Kompaniez (Exhibit 10.44A to AIMCO’s Annual Report on Form 10-K for the year ended 1994, is incorporated herein by this reference)*
10.29	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 1994, is incorporated herein by this reference)
10.30	Employment Contract executed on July 29, 1994 by and between AIMCO Properties, L.P. and Steven D. Ira (Exhibit 10.44D to AIMCO’s Annual Report on Form 10-K for the year ended 1994, is incorporated herein by this reference)*
10.31	The 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries (Exhibit 10.40 to Annual Report on Form 10-K of Ambassador Apartments, Inc. for the year ended 1997, is incorporated herein by this reference)*
10.32	Amendment to the 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.41 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the year ended 1997, is incorporated herein by this reference)*
10.33	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 1997, is incorporated herein by this reference)*
21.1	List of Subsidiaries (Exhibit 21.1 to AIMCO’s Annual Report on Form 10-K for the year ended 2000, is incorporated herein by this reference)
23.1	Consent of Ernst & Young LLP
99.1	Agreement re: disclosure of long-term debt instruments

EX-23.1 2 d85643ex23-1.txt EX-23.1 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-61409) and Registration Statement (Form S-4 No. 333-60355) of AIMCO Properties, L.P. and in the related Prospectuses of our report dated January 24, 2001, except for Note 23, as to which the date is March 29, 2001, with respect to the consolidated financial statements and schedule of AIMCO Properties, L.P. included in this Annual Report (Form 10-K) for the year ended December 31, 2000. /s/ ERNST & YOUNG LLP Denver, Colorado March 29, 2001 EX-99.1 3 d85643ex99-1.txt EX-99.1 AGREEMENT-DISCLOSURE OF LONG-TERM DEBT 1 EXHIBIT 99.1 Agreement Regarding Disclosure of Long-Term Debt Instruments In reliance upon Item 601(b)(4)(iii)(A), of Regulation S-K, AIMCO Properties, L.P. a Delaware limited partnership (the "Partnership") has not filed as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2000, any instrument with respect to long-term debt not being registered where the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the Partnership and its subsidiaries on a consolidated basis. Pursuant to Item 601(b)(4)(iii)(A), of Regulation S-K, the Company hereby agrees to furnish a copy of any such agreement to the Securities Exchange Commission upon request. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PETER KOMPANIEZ --------------------------------- Peter Kompaniez President -----END PRIVACY-ENHANCED MESSAGE-----

* Management contract.

EX-23.1

   1
                                                                  EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 333-61409) and Registration Statement (Form S-4 No. 333-60355) of AIMCO
Properties, L.P. and in the related Prospectuses of our report dated January 24,
2001, except for Note 23, as to which the date is March 29, 2001, with respect
to the consolidated financial statements and schedule of AIMCO Properties, L.P.
included in this Annual Report (Form 10-K) for the year ended December 31, 2000.



                              /s/ ERNST & YOUNG LLP



Denver, Colorado
March 29, 2001

EX-99.1

   1
                                                                    EXHIBIT 99.1

          Agreement Regarding Disclosure of Long-Term Debt Instruments

         In reliance upon Item 601(b)(4)(iii)(A), of Regulation S-K, AIMCO
Properties, L.P. a Delaware limited partnership (the "Partnership") has not
filed as an exhibit to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, any instrument with respect to long-term debt not being
registered where the total amount of securities authorized thereunder does not
exceed 10 percent of the total assets of the Partnership and its subsidiaries on
a consolidated basis. Pursuant to Item 601(b)(4)(iii)(A), of Regulation S-K, the
Company hereby agrees to furnish a copy of any such agreement to the Securities
Exchange Commission upon request.



                                            APARTMENT INVESTMENT AND
                                            MANAGEMENT COMPANY



                                            By: /s/ PETER KOMPANIEZ
                                               ---------------------------------
                                               Peter Kompaniez
                                               President