Aimco Properties LP Amendment No. 1 to Form 10-K

10-K405/A 1 d85643a1e10-k405a.htm AMENDMENT NO. 1 TO FORM 10-K - FISCAL END 12/31/00 Aimco Properties LP Amendment No. 1 to Form 10-K

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

Form 10-K/A

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

For the fiscal year ended December 31, 2000

[ ] 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/A or any amendment to this Form 10-K/A. [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 Re: Disclosure of Long Term Debt

AIMCO PROPERTIES, L.P.

TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K/A
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.

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

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.

(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.

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

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 two industry segments, which include the ownership, operation and management of a diversified portfolio of apartment properties, and the management of apartment properties for third parties and affiliates. See the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K/A 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

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

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.

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.”

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.

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/A for additional information about the Company’s indebtedness.

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.

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.

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.

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/A. 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%.

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

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

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.

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, interest expense on mandatorily redeemable convertible preferred securities, 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.

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 % $ 433,739 84 %

Service business: recurring 30,644 4 % 36,013 7 %

Service business: fee income 7,438 1 % 4,903 1 %

Interest income: recurring 42,274 6 % 23,890 5 %

Interest income: accretion of loan discount 26,409 4 % 32,460 6 %

General and administrative expenses (7,813 ) (1 )% (12,016 ) (3 )%

Total Free Cash Flow $ 697,778 100 % $ 518,989 100 %

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.

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. Disposition and refinancing 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.

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. The Company considers disposition and refinancing 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,

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

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.

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.

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.

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.

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.

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.

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		None
	Executive Vice President		1999		225,000	$	400,000		None		1,000,000		29,412		None
			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

(1)		Excludes 78,948 shares and 64,865 shares of AIMCO Class A Common Stock underlying options granted to Messrs. Foye and McAuliffe, respectively, from 1998 to 1999, which were immediately exercised to purchase shares pursuant to the Company’s leveraged stock purchase program. See “Certain Relationships and Related Transactions —Stock Purchase Loans.”




(2)		Options were awarded in January 1999, 2000 and 2001, respectively, in respect of 1998, 1999 and 2000 fiscal years.




(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

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

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.

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 equity securities of the Company beneficially owned 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; and (ii) all directors and executive officers of the General Partner and AIMCO as a group. This table also sets forth certain information available to the Company, as of March 8, 2001, with respect to OP Units held by each person known to the Company to be the beneficial owner (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 Partnership Units Partnership⁽¹⁾

Directors & Executive Officers:

Terry Considine 2,406,033 (2) 3.0 %

Peter K. Kompaniez 348,375 (3) *

Harry Alcock 47,682 (4) *

Patrick J. Foye 17,484 (5) *

Paul McAuliffe 6,358 (6) *

All directors and executive officers as a group (10 persons) 3,322,885 (7) 4.2 %

5% or Greater Holders:

AIMCO-LP, Inc. 71,521,685 (8) 89.6 %

*	Less than 1.0%

	(1)	Represents the number of OP Units and Class I High Performance Partnership Units (“Class I HPUs”) beneficially owned, divided by the total number of OP Units and Class I HPUs outstanding.

	(2)	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 held by Titahotwo, RLLP ("Titahotwo"), a Registered Limited Liability Partnership in which Mr. Considine serves as General Partner and owns 1%, 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.

(3) 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.

(4) Class I HPUs, which represent 2% of all Class I HPUs outstanding.

(5) Represents Class I HPUs.

(6) Represents Class I HPUs.

(7) 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.

(8) Represents OP Units.

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.

After January 1, 2000, 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 interest 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.

Effective January 1, 2000, the AIMCO Operating Partnership offset debt owed to NHPMC and ANHI, against amounts receivables from NHPMC and ANHI in the aggregate amounts of $255,510 and $619,336, respectively. In addition, the AIMCO Operating Partnership repaid all of its debt owed NHPAR and ANPI in the amounts of $1,894,326 and $538,621, respectively.

Effective January 1, 2000, the AIMCO Operating Partnership also contributed its 99% preferred stock holding in each of ANPI and NHPAR to NHPMC, and Messrs. Considine and Kompaniez contributed their collective 1% common stock holding in each of ANPI and NHPAR to NHPMC. As a result, NHPMC became the sole stockholder of both ANPI and NHPAR.

Effective January 1, 2000, after NHPMC became the sole stockholder of ANPI, NHPMC paid the AIMCO Operating Partnership a dividend of all of the stock of TAHF Funding Corp., a wholly owned subsidiary of ANPI, and all the stock of NHP-HDV Eleven, Inc., NHP-HDV Eighteen, Inc., and NHP-HDV Nineteen, Inc., three general partners of general partners of property owning partnerships.

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.

As of January 1, 2001, Tebet and Mr. Kompaniez each transferred to the AIMCO Operating Partnership the remainder of their common stock holdings in ANHI; and CIC and Mr. Kompaniez each transferred to the AIMCO Operating Partnership the remainder of their common stock holdings in NHPMC. As a result, the AIMCO Operating Partnership increased it ownership interest in each of ANHI and NHPMC from 99% to 100%, and Tebet, CIC and Mr. Kompaniez eliminated their ownership interests in each of ANHI and NHPMC. The purchase price paid by the AIMCO Operating Partnership for the interests in these companies acquired from Tebet and CIC was $1,303,800 and for the interests in NHPMC acquired from Mr. Kompaniez was $325,950. These purchase prices were determined by AIMCO's independent directors, based on a valuation done by an independent appraiser. In consideration for the transfers, the AIMCO Operating Partnership assumed $98,305 of promissory notes that Tebet and CIC had issued to purchase their interests in NHPMC, and $24,575 of promissory notes that Mr. Kompaniez had issued to purchase his interests in NHPMC. In considerations for the transfers, the AIMCO Operating Partnership also issued to Tebet and CIC 24,140 OP Units, and to Mr. Kompaniez 6,035 OP Units.

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

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)

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)

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/A 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/A 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/A 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)

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)*

EXHIBIT NO. DESCRIPTION

21.1 List of Subsidiaries (Exhibit 21.1 to AIMCO’s Annual Report on Form 10-K/A 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.

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 April, 2001.

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

/s/ THOMAS C. NOVOSEL

Thomas C. Novosel
Senior Vice President
and Chief Accounting Officer

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-35
	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:

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

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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

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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.

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.

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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

F-16

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

Limited Partnerships

Pending Investigations of HUD Management Arrangements

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

Return

REIT Index

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 — Industry Segments

AIMCO has two reportable segments: real estate and service business. 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, or real estate segment. There are different components of the multi-family business for which management considers disclosure to be useful. All real estate 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. The Company also manages apartment properties for third parties and affiliates through its service company business segment. As disclosed, a significant portion of the revenues of the service business are from affiliates of the Company.

The performance measure used by management of the Company for each segment is its contribution to free cash flow (“Free Cash Flow” (“FCF”)). Free Cash Flow is defined by the Company as net operating income minus the capital spending required to maintain the related assets. Free Cash Flow measures profitability prior to the cost of capital. Other performance measures also used by management of the Company include funds from operations, adjusted funds from operations and earnings before structural depreciation. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

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 (information for the year ended December 31, 1998 is not included as it would be impracticable for the Company to obtain the necessary information, and the cost to develop it would be excessive), from these segments, and a reconciliation of Free Cash Flow to funds from operations, 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											1999

				Consolidated			Unconsolidated		Total			%			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	%	$	33,692		$	8,513		$	42,205			8.1	%




		Average monthly rent $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	%		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)			61,873			10,660		72,533			10.4	%		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)			144,818			20,694		165,512			23.7	%		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)			144,102			19,094		163,196			23.4	%		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)			56,016			5,613		61,629			8.8	%		38,217			20,299			58,516			11.3	%

			Subtotal conventional real estate contribution to Free Cash Flow		536,171			72,963		609,134			87.3	%		285,273			118,520			403,793			77.8	%




	Affordable (equivalent units of 14,179 and 9,809 for 2000 and 1999)				25,116			30,133		55,249			7.9	%		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)				12,777			997		13,774			2.0	%		3,633			4,612			8,245			1.6	%




	Other Properties				1,788			6,047		7,835			1.1	%		1,891			5,021			6,912			1.3	%




	Resident services				3,040			431		3,471			0.5	%		1,914			442			2,356			0.5	%




	Minority interest				(90,637	)		—		(90,637	)		-13.0	%		(25,080	)		—			(25,080	)		-4.8	%

		Total real estate contribution to Free Cash Flow			488,255	(1)		110,571		598,826			85.8	%		272,762	(1)		160,977			433,739			83.6	%




Service Businesses




	Management contracts (property and asset management)




		Controlled properties			2,275			9,608		11,883			1.7	%		13,923			6,800			20,723			4.0	%




		Third party with terms in excess of one year			—			7,839		7,839			1.1	%		—			10,281			10,281			2.0	%




		Third party cancelable in 30 days			—			2,700		2,700			0.4	%		—			908			908			0.2	%

			Subtotal management contracts contribution to Free Cash Flow		2,275			20,147		22,422			3.2	%		13,923			17,989			31,912			6.1	%




	Buyers Access				—			500		500			0.1	%		—			3,314			3,314			0.6	%




	Other service businesses				3,597			4,125		7,722			1.1	%		3,490			(2,703	)		787			0.2	%

			Service business contribution to Free Cash Flow before fees		5,872			24,772		30,644			4.4	%		17,413			18,600			36,013			6.9	%




	Disposition Fees				2,630			808		3,438			0.5	%		3,070			1,219			4,289			0.8	%




	Refinancing Fees				3,681			319		4,000			0.6	%		283			331			614			0.1	%

		Total service businesses contribution to Free Cash Flow			12,183	(2)		25,899		38,082			5.5	%		20,766	(2)		20,150			40,916			7.9	%




Interest income




	General partner loan interest				23,205			2,442		25,647			3.7	%		11,774			—			11,774			2.3	%




	Notes receivable from officers				964			—		964			0.1	%		869			—			869			0.2	%




	Other notes receivable				1,151			—		1,151			0.2	%		1,462			—			1,462			0.3	%




	Money market and interest bearing accounts				14,512			—		14,512			2.1	%		8,217			1,568			9,785			1.9	%

			Subtotal interest income		39,832			2,442		42,274			6.1	%		22,322			1,568			23,890			4.6	%




	Accretion of loan discount				26,409			—		26,409			3.8	%		32,460			—			32,460			6.3	%

		Total interest income contribution to Free Cash Flow			66,241			2,442		68,683			9.8	%		54,782			1,568			56,350			10.9	%




General and Administrative Expense					(7,813	)		—		(7,813	)		-1.1	%		(12,016	)		—			(12,016	)		-2.3	%

Free Cash Flow (4)					558,866			138,912		697,778			100.0	%		336,294			182,695			518,989			74.4	%

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 (4)					558,866			138,912			697,778				336,294			182,695			518,989




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	)




Distributions on preferred securities owned by minority interest					(2,718	)		—			(2,718	)			(2,036	)		—			(2,036	)




Distributions on preferred OP Units					(70,203	)		—			(70,203	)			(54,173	)		—			(54,173	)

		Total distributions on preferred OP Units and securities			(72,921	)		—			(72,921	)			(56,209	)		—			(56,209	)




Non-structural depreciation, net of capital replacements					(20,839	)		(1,885	)		(22,724	)			(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					26,335			—			26,335				(1,785	)		—			(1,785	)




Deferred tax provision					—			(154	)		(154	)			—			(1,763	)		(1,763	)

	Earnings Before Structural Depreciation (EBSD) (4)				272,362			65,535			337,897				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)				34,186			5,328	(3)		39,514				33,700			(7,183	)(3)		26,517




(Gain) loss on sales of real estate					(26,335	)		—			(26,335	)			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					53,113			9,981			63,094				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) (4)				305,838			81,040			386,878				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) (4)			$	273,570		$	72,941		$	346,511			$	152,115		$	111,804		$	263,919


						Earnings						Earnings
						Per Common						Per Common
		Earnings		Common Units		Unit		Earnings		Common Units		Unit

EBSD




	Basic	$	337,897		75,183			$	216,123		69,118




	Diluted	$	390,848		91,506			$	244,848		78,673




Net Income (Loss)




	Basic	$	39,514		75,183	$	0.53	$	26,517		69,118	$	0.39




	Diluted	$	39,514		76,198	$	0.52	$	26,517		69,704	$	0.38




FFO




	Basic	$	386,878		75,183			$	292,634		69,118




	Diluted	$	439,830		91,506			$	320,434		78,673




AFFO




	Basic	$	346,511		75,183			$	263,919		69,118




	Diluted	$	399,463		91,506			$	291,719		78,673

F-30

(1) Reconciliation of total consolidated real estate contribution to Free Cash Flow to consolidated rental and other property revenues:


		2000		1999

Consolidated real estate contribution to Free Cash Flow		$	488,255	$	272,762




Plus: Minority interest			90,637		25,080




Plus: Capital replacement reserves			32,268		19,434




Plus: Property operating expenses			426,177		213,064




Plus: Owned property management expenses			13,663		1,543

	Rental and other property revenues	$	1,051,000	$	531,883

(2) Reconciliation of total service business contribution to Free Cash Flow to consolidated management fees and other income from affiliates:


		2000		1999

Consolidated service business contribution to Free Cash Flow		$	12,183	$	20,766




Plus: Management and other expenses			27,199		14,897




Plus: General and administrative expenses allocation			10,310		2,136

	Management fees and other income from affiliates	$	49,692	$	37,799

(3) Reconciliation of unconsolidated net income attributable to common OP Units and stockholders to equity in earnings (losses) of unconsolidated real estate partnerships and equity in earnings (losses) of unconsolidated subsidiaries:


				2000			1999

Equity in earnings (losses) of unconsolidated subsidiaries				$	(2,290	)	$	(4,595	)




Equity in earnings (losses) of unconsolidated real estate




	partnerships				7,618			(2,588	)

		Unconsolidated net income attributable to common OP




			Units and stockholders	$	5,328		$	(7,183	)

(4) 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 further adjusted for minority interest in the AIMCO Operating Partnership, amortization of intangibles, interest expense on mandatorily redeemable convertible preferred securities, the non-cash deferred portion of the income tax provision for unconsolidated subsidiaries and less the payment of dividends on perpetual and non-dilutive convertible preferred stock. There can be no assurance that the Company’s basis for computing FFO is comparable with

F-31

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.

Reconciliation of FCF, EBSD, FFO and AFFO to net income:


	For the Year Ended December 31, 2000												For the Year Ended December 31, 1999

	FCF			EBSD			FFO			AFFO			FCF			EBSD			FFO			AFFO

Amounts per Free Cash Flow schedule above	$	697,778		$	337,897		$	386,878		$	346,511		$	518,989		$	216,123		$	292,634		$	263,919




Total interest expense after minority interest		(278,349	)											(198,861	)




Dividends on preferred securities owned by minority interest		(2,715	)											(2,036	)




Dividends on preferred OP Units					70,203			70,203			70,203						54,173			54,173			54,173




Structural depreciation, net of minority interest		(298,383	)		(298,383	)		(298,383	)		(298,383	)		(189,606	)		(189,606	)		(189,606	)		(189,606	)




Non-structural depreciation, net of minority interest		(63,094	)					(63,094	)		(63,094	)		(36,232	)					(36,232	)		(36,232	)




Capital replacements reserve		40,367									40,367			28,715									28,715




Amortization of intangible assets		(12,068	)					(12,068	)		(12,068	)		(36,731	)					(36,731	)		(36,731	)




Gain on sale		26,335						26,335			26,335			(1,785	)					(1,785	)		(1,785	)




Deferred tax provision		(154	)					(154	)		(154	)		(1,763	)					(1,763	)		(1,763	)

Net Income	$	109,717		$	109,717		$	109,717		$	109,717		$	80,690		$	80,690		$	80,690		$	80,690

ASSETS:


		December 31, 2000		December 31, 1999

Total assets for reportable segments(1)			6,522,114		4,464,305




Corporate and other assets			1,177,060		1,219,946

	Total consolidated assets		7,699,174		5,684,251

(1)

Assets associated with the service business are immaterial, and therefore included in total assets for reportable segments, and not disclosed separately.

F-32

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.

F-33

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-34

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-35

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-36

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-37

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-38

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-39

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-40

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-41

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-42

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-43

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-44

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/A 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/A 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/A 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/A 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

* Management contract.


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)

Not Applicable		Not Applicable

(Title of each class to be so registered)		(Name of each exchange on which each class to be registered)


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

	•		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.

(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.

	•		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

			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.

	•		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.

			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.


	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


		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


		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	%


					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


					Percentage
		Number of			Ownership of the
Name and Address of Beneficial Owner		Partnership Units			Partnership⁽¹⁾

Directors & Executive Officers:




	Terry Considine		2,406,033	(2)		3.0	%




	Peter K. Kompaniez		348,375	(3)		*




	Harry Alcock		47,682	(4)		*




	Patrick J. Foye		17,484	(5)		*




	Paul McAuliffe		6,358	(6)		*




	All directors and executive officers as a group (10 persons)		3,322,885	(7)		4.2	%
5% or Greater Holders:
AIMCO-LP, Inc.			71,521,685	(8)		89.6	%

		(3)		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.

		(4)		Class I HPUs, which represent 2% of all Class I HPUs outstanding.

		(5)		Represents Class I HPUs.

		(6)		Represents Class I HPUs.

		(7)		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.

		(8)		Represents OP Units.


				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


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)


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)


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/A 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/A 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/A 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)


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)*


EXHIBIT NO.		DESCRIPTION


21.1		List of Subsidiaries (Exhibit 21.1 to AIMCO’s Annual Report on Form 10-K/A 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

	/s/ THOMAS C. NOVOSEL

	Thomas C. Novosel Senior Vice President and Chief Accounting Officer

	•		“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 further adjusted for minority interest in the AIMCO Operating Partnership, amortization of intangibles, interest expense on mandatorily redeemable convertible preferred securities, the non-cash deferred portion of the income tax provision for unconsolidated subsidiaries and less the payment of dividends on perpetual and non-dilutive convertible preferred stock. 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.


									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


	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