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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2004 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                    to Commission File Number 0-24497 AIMCO Properties,
L.P.
  Delaware
    
    84-1275621(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)4582 South Ulster Street Parkway, Suite 1100Denver, Colorado
    
    80237(Address of principal executive offices)
    
    (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 Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes þ No o As of February 28, 2005, there were 103,328,596 Partnership Common Units outstanding.   Documents Incorporated by Reference
None




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AIMCO PROPERTIES, L.P TABLE OF CONTENTS ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2004 Item
    
    PagePART I1. Business
    
    
    22. Properties
    
    
    153. Legal Proceedings
    
    
    164. Submission of Matters to a Vote of Security Holders
    
    
    16PART II5. Market for the Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    176. Selected Financial Data
    
    
    187. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    197A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    368. Financial Statements and Supplementary Data
    
    
    369. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
    
    
    369A. Controls and Procedures
    
    
    379B. Other Information
    
    
    38PART III10. Directors and Executive Officers of the Registrant
    
    
    3911. Executive Compensation
    
    
    4112. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    4713. Certain Relationships and Related Transactions
    
    
    4814. Principal Accountant Fees and Services
    
    
    50PART IV15. Exhibits, Financial Statement Schedules
    
    
    52List of SubsidiariesConsent of Independent Registered Public Accounting FirmCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906Agreement Re: Disclosure of Long-Term Debt Instruments
 1




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FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements in certain circumstances. In addition to historical information, this Annual Report on
Form 10-K (Annual Report) contains or may contain certain information that is forward-looking,
including, without limitation, statements regarding the effect of acquisitions, our future
financial performance and the effect of government regulations. When used in this Annual Report,
the words may, will, expect, intend, plan, believe, anticipate, estimate,
continue or other similar words or expressions are generally intended to identify forward-looking
statements. You should not place undue reliance on these forward-looking statements, which reflect
our opinions only as of the date of this Annual Report. Actual results may differ materially from
those described in the forward-looking statements and will be affected by a variety of risks and
factors including, without limitation: national and local economic conditions; the general level of
interest rates; the terms of governmental regulations that affect us and interpretations of those
regulations; the competitive environment in which we operate; financing risks, including the risk
that our cash flows from operations may be insufficient to meet required payments of principal and
interest; real estate risks, including variations of real estate values and the general economic
climate in local markets and competition for tenants in such markets; acquisition and development
risks, including failure of such acquisitions to perform in accordance with projections;
litigation, including costs associated with prosecuting or defending claims and any adverse
outcomes; and possible environmental liabilities, including costs that may be incurred due to
necessary remediation of contamination of properties presently owned or previously owned by us. In
addition, Aimcos current and continuing qualification as a real estate investment trust involves
the application of highly technical and complex provisions of the Internal Revenue Code and depends
on its ability to meet the various requirements imposed by the Internal Revenue Code, through
actual operating results, distribution levels and diversity of stock ownership. Readers should
carefully review our financial statements and the notes thereto, as well as the section entitled
Risk Factors described in Item 1 of this Annual Report and the other documents we file from time
to time with the Securities and Exchange Commission. 
 PART I 
 ITEM 1.Business The Company AIMCO Properties, L.P., a Delaware limited partnership, or the Partnership, and together with
its consolidated subsidiaries and other controlled entities, the Company, was formed on May 16,
1994 to engage in the acquisition, ownership, management and redevelopment of apartment properties.
Our securities include Partnership Common Units, or common OP Units, Partnership Preferred Units,
or preferred OP Units, and High Performance Partnership Units, or High Performance Units, which are
collectively referred to as OP Units. Apartment Investment and Management Company, or Aimco, is
the owner of our general partner, AIMCO-GP, Inc., or the General Partner, and special limited
partner, AIMCO-LP, Inc., or the Special Limited Partner. The General Partner and Special Limited
Partner hold common OP Units and are the primary holders of outstanding preferred OP Units.
Limited Partners refers to individuals or entities that are our limited partners, other than
Aimco, the General Partner or the Special Limited Partner, and own common OP Units or preferred OP
Units. Generally, after holding the common OP Units for one year, the Limited Partners have the
right to redeem their common OP Units for cash, subject to our prior right to acquire some or all
of the common OP Units tendered for redemption in exchange for shares of Aimco Class A Common
Stock. Common OP Units redeemed for Aimco Class A Common Stock are generally on a one-for-one
basis (subject to antidilution adjustments). Preferred OP Units and High Performance Units may or
may not be redeemable based on their respective terms, as provided for in the Third Amended and
Restated Agreement of Limited Partnership of AIMCO Properties, L.P. as amended, or the Partnership
Agreement. We, through our operating divisions and subsidiaries, hold substantially all of Aimcos assets
and manage the daily operations of Aimcos business and assets. Aimco is required to contribute
all proceeds from offerings of its securities to us. In addition, substantially all of Aimcos
assets must be owned through the Partnership; therefore, Aimco is generally required to contribute
all assets acquired to us. In exchange for the contribution of offering proceeds or assets, Aimco
receives additional interests in us with similar terms (e.g., if Aimco contributes proceeds of a
preferred stock offering, Aimco (through the General Partner and Special Limited Partner) receives
preferred OP Units with terms substantially similar to the preferred securities issued by Aimco). 2




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Aimco frequently consummates transactions for our benefit. For legal, tax or other business
reasons, Aimco may hold title or ownership of certain assets until they can be transferred to us.
However, we have a controlling financial interest in substantially all of Aimcos assets in the
process of transfer to us. As of December 31, 2004, we owned or managed a real estate portfolio of 1,499 apartment
properties containing 263,734 apartment units located in 47 states, the District of Columbia and
Puerto Rico. Our portfolio includes garden style, mid-rise and high-rise properties. We own an equity interest in, and consolidate the majority of, the properties in our owned
real estate portfolio. These properties represent the consolidated real estate holdings in our
financial statements, which we refer to as consolidated properties. In addition, we have an equity
interest in, but do not consolidate for financial statement purposes, certain properties that are
accounted for under the equity method. These properties represent our investment in unconsolidated
real estate partnerships in our financial statements, which we refer to as unconsolidated
properties. Additionally, we manage (both property and asset) but do not own an equity interest in
other properties, although in certain cases we may indirectly own generally less than one percent
of the operations of such properties through a partnership syndication or other fund. Our equity
holdings and managed properties are as follows as of December 31, 2004: Total PortfolioProperties
    
    
    UnitsConsolidated properties
    
    
    676
    
    
    
    169,932Unconsolidated properties
    
    
    330
    
    
    
    44,728Property managed for third parties
    
    
    72
    
    
    
    7,841Asset managed for third parties
    
    
    421
    
    
    
    41,233Total
    
    
    1,499
    
    
    
    263,734
 At December 31, 2004, 103,315,366 common OP Units, 42,885,060 preferred OP Units and 2,379,084
High Performance Units (includes only those units that have met the required measurement benchmarks
and are dilutive  see Note 13 to the consolidated financial statements in Item 8) were
outstanding. Since Aimcos initial public offering in July 1994, we have completed numerous transactions,
expanding our portfolio of owned or managed properties from 132 properties with 29,343 apartment
units to 1,499 properties with 263,734 apartment units as of December 31, 2004. These transactions
have included purchases of properties and interests in entities that own or manage properties, as
well as corporate mergers. Except as the context otherwise requires, we, our, us and the Company refer to the
Partnership, and the Partnerships consolidated corporate subsidiaries and consolidated real estate
partnerships, collectively. Except as the context otherwise requires, Aimco refers to Aimco and
Aimcos consolidated corporate subsidiaries and consolidated real estate partnerships,
collectively. As used herein, and except where the context otherwise requires, partnership
refers to a limited partnership or a limited liability company and partner refers to a limited
partner in a limited partnership or a member in a limited liability company. Available Information We do not maintain a website. However, Aimco does, and it makes all of its filings with the
Securities and Exchange Commission available free of charge as soon as reasonably practicable
through its website at www.aimco.com. The information contained on Aimcos website is not
incorporated into this Annual Report. We will furnish copies of the Partnerships filings free of
charge upon written request to Aimcos corporate secretary. Financial Information About Industry Segments We operate in two reportable segments: real estate (owning and operating apartments) and
investment management business (providing property management and other services relating to the
apartment business to third parties and affiliates). For further information on these segments,
see Note 18 of the consolidated financial statements in Item 8, and Managements Discussion and
Analysis in Item 7. 3




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Business Overview Our principal objective is to increase long-term OP unitholder value, which we believe results
from increasing asset values, increasing operating cash flows and long-term, predictable Funds From
Operations, or FFO (as defined by the National Association of Real Estate Investment Trusts), per
common OP Unit, less capital spending for replacements. For a description of the meaning of FFO
and its use and limitations as an operating measure, see the discussion titled Funds From
Operations in Item 7. We strive to meet our objectives by focusing on property operations, generation of fees,
portfolio management, reinvestment in properties, increasing land values through entitlements,
managing our cost of capital by using leverage that is largely long-term, non-recourse and property
specific, and managing our general and administrative costs through increasing productivity. Property Operations We divide property operations into two business components: conventional and affordable. Our
conventional operations, which typically are market-rate apartments with rents paid by the
resident, include 591 properties with 164,807 units and also include our university communities
portfolio (16 properties with 4,277 units). Aimco Capital conducts our affordable operations of
415 properties with 49,853 units, which typically are apartments with rents set by a government
agency and frequently subsidized or paid by a government agency. Our property operations are characterized by diversification of product, location and price
point. We operate a broad range of property types, from suburban garden-style to urban high-rise
properties in 47 states, the District of Columbia and Puerto Rico at a broad range of average
monthly rental rates, with most between $500 and $1,100 per month, and reaching as much as $6,000
per month at some of our premier properties. This geographic diversification insulates us, to some
degree, from inevitable downturns in any one market. Conventional Our conventional operations are organized into four divisions, each of which is supervised by
a Division Vice President, or DVP, and as of December 31, 2004, are further sub-divided into 17
regional operating centers, or ROCs, and a university communities group. Each ROC is supervised by a Regional Vice President, or RVP. The ROCs are generally
smaller business units with specialized operational, financial and human resource leadership. We
seek to improve the operating results from our property operations by, among other methods,
combining centralized financial control and uniform operating procedures with localized property
management decision-making and market knowledge. To manage our nationwide portfolio more
efficiently and to increase the benefits from our local management expertise, we have given direct
responsibility for operations to the RVP with oversight from extensive regular reviews with senior
management. To enable the RVPs to focus on sales and service, as well as improve financial control
and budgeting, we have dedicated a regional financial officer to support each RVP and have an
expanded construction services group to handle all work on site beyond routine maintenance, thus
reducing the need for RVPs to spend time on oversight of construction projects. We continue to
improve our corporate-level oversight of conventional property operations by developing better
systems, standardizing business goals, operational measurements and internal reporting, and
enhancing financial controls over field operations. Many changes were made during 2003 and 2004
that we believe will enable our regional and community managers to benefit from more organizational
clarity, more and better information, and more tools to help them make quicker, better decisions
closer to the property and to the customer, including the areas discussed below:  
    Customer Service.We are changing our operating culture to become more focused on our
customers, by emphasizing customer service and evaluating our performance through a customer
satisfaction tracking system. We increased training at the community level and elevated the
role of the service manager in enhancing the experience of our residents. These changes
included an increased emphasis on our service order intake process and implementation of
standardized preventive and proactive maintenance programs.  
    Resident Selection and Retention.In apartment properties, neighbors are a part of the
product, together with the location of the property and the physical quality of the
apartment units. Part of our conventional operations strategy is to focus on resident
acquisition and retention  attracting and retaining credit-worthy residents who are good
neighbors. In addition to the customer service initiatives discussed above, we enhanced our
resident acquisition and retention processes by: implementing structured goals and coaching 4




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for all of our sales personnel; refining the content and placement of our advertising;
standardizing the content and timing of our phone and email responses to customer inquiries,
including the implementation of a tracking system for inquiries; and standardizing our
renewal communication programs. We standardized residential financial stability requirements
and raised the standard across our portfolio to reduce turnover costs and improve retention.
Additionally, we have implemented policies and monitoring practices to maintain our resident
quality. We believe that the costs exceed the benefits when higher occupancy results from
lowering of financial stability standards.  
    Revenue Increases.We increase rents where feasible and seek to improve occupancy
rates. We are also focused on the automation of on-site operations, as we believe that
timely and accurate collection of property performance and resident profile data will
enable us to maximize revenue through better property management and leasing decisions. We
have standardized policies for new and renewal pricing with timely data and analyses by
floor-plan, thereby enabling us to maximize our ability to modify pricing, even in
challenging sub-markets. In addition, we intend to continue our emphasis on the quality of
our on-site employees through recruiting, training and retention programs, which we believe
lead to increased occupancy rates through improved customer service and enhanced
performance.  
    Controlling Expenses.Cost controls are accomplished by local focus at the ROC level
and by taking advantage of economies of scale at the corporate level. As a result of the
size of our portfolio and our creation of regional concentrations of properties, we have
the ability to spread over a large property base fixed costs for general and administrative
expenditures and certain operating functions, such as purchasing, insurance and information
technology. We are currently implementing a local vendor consolidation program and an
electronic procurement system to provide better ongoing control over purchasing decisions
and to take advantage of volume discounts.  
    Ancillary Services.We believe that our ownership and management of properties provide
us with unique access to a customer base that allows us to provide additional services and
thereby increase occupancy and rents, while also generating incremental revenue. We
currently provide cable television, telephone services, appliance rental, and carport,
garage and storage space rental at certain properties. University Communities We established University Communities as an autonomous division in 2003 with the goal of
becoming the most significant operator in the student-housing sector. In 2004, the division managed
16 properties with 4,277 apartments and maintained academic year occupancy at 93% through focused
attention on student leasing. University Communities is actively acquiring multi-family and
residence hall properties both on its own, through our joint venture with the California State
Teachers Retirement System (CalSTRS), and in partnership with major universities. In 2004, we added
two well-located properties with 504 units to this portfolio, one next to Duke University in
Durham, North Carolina and one adjoining the campus of the University of Notre Dame in South Bend,
Indiana. Aimco Capital We are among the largest owners and operators of affordable properties in the United States.
We formed Aimco Capital in 2002 to focus on our affordable housing properties, the operations of
which are most often subsidized or financed by the United States Department of Housing and Urban
Development, or HUD, state housing agencies or tax credit financing. Aimco Capital has organized
its property operations and asset management under a management team dedicated to this sector.
Aimco Capital operates its affordable properties through four ROCs. Affordable properties tend to
have stable rents and occupancy due to government subsidies and thus are much less affected by
market circumstances. Aimco Capital also generates income from asset management (compliance oversight for its owned
and operated affordable portfolio as well as two other large portfolios that are asset managed
only) and transactional activity related to its affordable holdings. Currently, Aimco Capital
generates revenue primarily from: current asset management fees; deferred asset management fees;
refinancing and disposition fees; developer fees; and syndication fees. In addition, Aimco Capital
is exploring other sources of revenue related to the tax credit redevelopment process. We believe
that Aimco Capital is well positioned as it has the national structure, knowledge and pipeline to
grow as a more autonomous operation with dedicated capital. 5




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Portfolio Management Conventional We view our conventional property portfolio in terms of core and non-core properties.
Core properties are those properties that are located in selected markets, many where population
and employment growth are expected to exceed national trends and where we believe that we can
become a regionally significant owner. We categorize core properties among: preferred markets 
which are typically coastal, with high barriers to entry and home prices and median incomes above
the national average; growth markets  which are typically in sunbelt regions with expectations
of above average job growth; and stable markets  which are located in Midwest areas with limited
new construction but also limited job growth. We intend to hold and improve core properties over
the long-term and seek an allocation of properties among the above three categories in order to
reduce volatility of our overall property operations. At December 31, 2004, we had 377
conventional core properties in 38 selected markets. Within our core portfolio, the largest single
market (Washington, D.C.) contributed approximately 11%, and the five largest markets (Washington,
D.C., greater Los Angeles, Philadelphia, Chicago and Miami-Fort Lauderdale) together contributed
approximately 32%, to income before depreciation and interest expense, or net operating income. At
December 31, 2004, we had 214 conventional non-core properties. Non-core properties are those
properties located in 32 other markets or in less favored locations within the 38 selected markets,
which we generally intend to hold for investment for the intermediate term. During 2005, we expect
to exit an additional 10-12 markets and over the next several years we expect to exit the remaining
markets in which we hold our non-core properties. Portfolio management includes expanding our core portfolio through acquisitions of properties
located in selected markets throughout the United States. We specifically seek investments in a
variety of asset qualities and types in the selected markets at a purchase price below replacement
cost. Currently, we acquire properties and property interests primarily in three ways:  
    the direct acquisition of a property or portfolio of properties;  
    acquisition of a portfolio of properties through a purchase from, or a merger or
business combination with, an entity that owns or controls the property or portfolio being
acquired; and  
    the purchase from third parties, subject to our fiduciary
duties, of additional interests in partnerships where we own a
general partnership interest. These are typically executed for cash or OP Units. Since
1996, we have completed over 2,800 tender offers with respect to various partnerships
resulting in over 171,000 transactions totaling $891 million in cash paid and OP Units
issued to purchase additional interests in such partnerships. In 2004, we completed direct acquisitions of 11 conventional core properties, containing
approximately 1,880 residential units for an aggregate purchase price of approximately $361 million
and acquired additional interests in 147 partnerships for approximately $50 million (including
transaction costs). Portfolio management also includes dispositions of properties located in other markets,
properties located in less desirable sub-markets or properties that do not meet our long-term
investment criteria. Additionally, from time to time, we may dispose of certain core properties
that are consistent with our long-term investment strategy but offer attractive returns, such as in
sales to buyers who intend to convert the properties to condominiums. The sales of core and
non-core properties partially fund our acquisitions. In 2004, we sold 40 non-core properties,
generating net cash proceeds to us, after repayment of existing debt, payment of transaction costs
and distributions to limited partners, of $147 million. Additionally, in 2004, we sold seven core
properties and one land parcel, generating net cash proceeds to us, after repayment of existing
debt, payment of transaction costs and distributions to limited partners, of $338 million. Aimco Capital The portfolio management strategy for Aimco Capital is similar to that of our Conventional
portfolio. Aimco Capital seeks to dispose of properties that are inconsistent with our long-term
investment strategy and Aimco Capitals operations. During 2004, we sold 60 non-core properties
from within the Aimco Capital portfolio, generating net cash proceeds to us, after repayment of
existing debt, payment of transaction costs and distributions to limited partners, of $45 million.
At December 31, 2004 within the Aimco Capital portfolio, we had 415 properties, of which
approximately two-thirds are non-core properties, which we generally intend to hold for 6




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investment for the intermediate term. During 2005, we intend to sell approximately the same
number of Aimco Capital properties as we sold in 2004. Rezoning and Entitlements Rezoning and entitlements are another aspect of portfolio management. Rezoning and
entitlements provide us the opportunity to enhance the value of our existing portfolio by obtaining
local approvals required to add dwelling or residential units to a site, which should enable us to
realize upside in land values through increasing density of use. To date, we have identified 12
properties with an aggregate value in excess of $700 million where we believe there exists this
opportunity. These properties are typically well located and were built 30 or more years ago.
These properties were built at lower densities than the local zoning laws currently provide. Reinvestment in Properties We believe that the physical condition and amenities of our apartment properties are important
factors in our ability to maintain and increase rental rates. In 2004, we spent $77.2 million, or
$483 per owned apartment unit, for Capital Replacements, which are expenditures that represent the
share of expenditures that are deemed to replace the consumed portion of acquired capital assets.
Additionally, we spent $82.4 million for Capital Improvements, which are non-redevelopment capital
expenditures that are made to enhance the value, profitability or useful life of an asset from its
original purchase condition. In addition to maintenance and improvements of our properties, we focus on the redevelopment
of certain properties each year. We believe redevelopment of certain properties in superior
locations provides advantages over ground-up development, enabling us to generate rents comparable
to new properties with relatively lower financial risk, in less time and with reduced delays
associated with governmental permits and authorizations. We undertake two types of redevelopment
projects including: major projects, where a substantial number or all available units are vacated
for significant renovations to the property; and moderate projects, where there is significant
renovation, such as exteriors, common areas or unit improvements, typically done upon lease
expirations without the need to vacate units on any wholesale or substantial basis. We have a
specialized Redevelopment and Construction Services Group, which includes engineers, architects and
construction managers, to oversee these projects. As of December 31, 2004, we had 34 projects at
various stages of redevelopment, which included 10 properties for which redevelopment activities
were complete but the property operations of which had not yet stabilized. Of the 24 active
projects, 14 are conventional properties (one major project and 13 moderate projects) and 10 are
affordable redevelopments. During 2004, redevelopment expenditures totaled $137 million, of which
our share totaled $89 million. Redevelopment expenditures for our one active major project in
Marietta, GA will be approximately $32.2 million (our share $18.4 million), of which approximately
$11.3 million (our share $6.5 million) remains to be spent. Total redevelopment expenditures for
our 13 active conventional moderate projects will be approximately $100.3 million (our share $75.2
million), of which approximately $81.5 million (our share $60.1 million) remains to be spent.
Total redevelopment expenditures for our 10 affordable redevelopments will be approximately $106.0
million, of which approximately $54.3 million remains to be spent, most of which will be funded by
third-party tax credit equity and tax-exempt debt. Additionally, we have four major projects, 25
moderate projects and seven affordable redevelopments under review for possible commencement in
2005. Cost of Capital We are focused on minimizing our cost of capital. In 2004, we modified our credit facility
and term debt, resulting in lower interest rate spreads, extended maturity dates, and more
operating and financial covenant flexibility. We also refinanced $734 million in property debt at
an average rate of 4.48% generating a savings of approximately 2.0% over prior rates.
Additionally, we have reduced our cost of capital through the redemption of higher cost preferred
securities with proceeds from the issuance of lower cost preferred securities. Productivity Over the past several years, we have had growth in our general and administrative spending as
a result of the building of our infrastructure in certain areas in which we had needs, including,
operational systems, information technology and other automation, human resources, and expanded
accounting, legal, and financial planning and analysis functions. We are focused on containing
this spending going forward through enhanced productivity and process improvements. 7




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Taxation We are treated as a pass-through entity for Federal income tax purposes and are not subject
to Federal income taxation. Each of our partners, however, is subject to tax on his allocable share
of partnership tax items, including partnership income, gains, losses, deductions and credits, or
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 us during the taxable year.
Generally, the characterization of any particular Partnership Tax Item is determined by us, 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. The General Partner is our tax matters partner for
Federal income tax purposes. The tax matters partner is authorized, but not required, to take
certain actions on behalf of us 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,
which we refer to as the Code, commencing with its taxable year ended December 31, 1994, and
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 Code, which are related
to organizational structure, distribution levels, diversity of stock ownership and certain
restrictions with regard to owned assets and categories of income. If Aimco qualifies for taxation
as a REIT, it will generally not be subject to United States 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. Even if Aimco qualifies as a REIT, it may be subject to United States Federal income and
excise taxes in various situations, such as on its undistributed income. Aimco also will be
required to pay 100% tax on non-arms length transactions between it and a TRS (described below) and
on any net income from sales of property that the Internal Revenue Service, or IRS, successfully
asserts was property held for sale to customers in the ordinary course. 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. Any taxes imposed on Aimco would reduce our
operating cash flow. The state and local tax treatment that Aimco and its stockholders receive may
not conform to the United States Federal income tax treatment. Certain of Aimcos operations (property management, asset management, risk, etc.) are
conducted through taxable REIT subsidiaries, each of which we refer to as a TRS. A TRS is a
C-corporation that has not elected REIT status and as such is subject to United States Federal
corporate income tax. Aimco uses the TRS format to facilitate its ability to offer certain
services and activities to its residents that are not generally considered as qualifying REIT
activities. Competition In attracting and retaining residents to occupy our properties we compete with numerous other
housing alternatives. Our properties compete directly with other rental apartments, as well as with
condominiums and single-family homes that are available for rent or purchase in the markets in
which our properties are located. Principal factors of competition include rent or price charged,
attractiveness of the location and property and quality and breadth of services. The number of
competitive properties in a particular area has a material effect on our ability to lease apartment
units at our properties and on the rents we charge. Additionally, we compete with other real estate
investors, including other apartment REITs, pension and investment funds, partnerships and
investment companies in acquiring, redeveloping and managing apartment properties. This affects
our ability to acquire properties we want to add to our portfolios and the price that we pay in
such acquisitions. Regulation General Apartment properties are subject to various laws, ordinances and regulations, including
regulations relating to recreational facilities such as swimming pools, activity centers and other
common areas. Changes in laws increasing the potential liability for environmental conditions
existing on properties or increasing the restrictions on discharges or other conditions, as well as
changes in laws affecting development, construction and safety requirements, may result in
significant unanticipated expenditures, which would adversely affect our net income and cash flows
from 8




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operating activities. In addition, future enactment of rent control or rent stabilization laws
or other laws regulating multifamily housing may reduce rental revenue or increase operating costs
in particular markets. Environmental Various Federal, state and local laws subject property owners or operators to liability for
management, and the costs of removal or remediation, of certain hazardous substances present on a
property. Such laws often impose liability without regard to whether the owner or operator knew of,
or was responsible for, the release or presence of the hazardous substances. The presence of, or
the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at
affected apartment communities and the ability to sell or finance affected properties. In addition
to the costs associated with investigation and remediation actions brought by government agencies,
the presence of hazardous substances on a property could result in claims by private plaintiffs for
personal injury, disease, disability or other infirmities. Various laws also impose liability for
the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or
treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is
potentially liable under such laws. These laws often impose liability whether or not the person
arranging for the disposal ever owned or operated the disposal facility. In connection with the
ownership, operation and management of properties, we could potentially be liable for environmental
liabilities or costs associated with our properties or properties we acquire or manage in the
future. We are aware of lawsuits against owners and managers of multifamily properties asserting
claims of personal injury and property damage caused by the presence of mold, some of which have
resulted in substantial monetary judgments or settlements. We have only limited insurance coverage
for property damage loss claims arising from the presence of mold and for personal injury claims
related to mold exposure. We have a national policy and procedures to prevent or eliminate mold from our properties.
Our policy and procedures are based on guidelines established by various Federal, state and local
bodies. We believe that our measures will eliminate, or at least minimize, the effects that mold
could have on our residents. To date, we have not incurred any material costs or liabilities
relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is
unsettled and subject to change we can make no assurance that liabilities resulting from the
presence of or exposure to mold will not have a material adverse effect on our consolidated
financial condition or results of operations. Insurance Our
primary lines of insurance coverage are property, general liability and
workers' compensation. We believe that our insurance coverages adequately insure our properties against the risk of
loss attributable to fire, earthquake, hurricane, tornado, flood and
other perils and adequately insure us against other risks. Our
coverage includes deductibles, retentions and limits that are
customary in the industry. We have established loss prevention, loss mitigation, claim handling,
litigation management and loss reserving procedures to manage our exposure. Employees We currently have approximately 6,800 employees, of which approximately 5,700 are at the
property level, performing various on-site functions, with the balance managing corporate and
regional operations, including investment and debt transactions, legal, financial reporting,
accounting, information systems, human resources and other support functions. Unions represent
approximately 200 of our employees. We have never experienced a work stoppage and believe we
maintain satisfactory relations with our employees. 9




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##### Table of Contents



Risk Factors The risk factors noted in this section and other factors noted throughout this Annual Report,
describe certain risks and uncertainties that could cause our actual results to differ materially
from those contained in any forward-looking statement. Changes in the real estate market may limit our ability to generate Funds From Operations. Our ability to make payments to our investors depends on our ability to generate Funds From
Operations in excess of required debt payments and capital expenditure requirements. Funds From
Operations and the value of our properties may be adversely affected by events or conditions beyond
our control, including:  
    the general economic climate;
    competition from other apartment communities and other housing options;
    local conditions, such as an increase in unemployment or an increase in the supply of
apartments, that might adversely affect apartment occupancy or rental rates;
    changes in governmental regulations and the related cost of compliance;
    increases in operating costs (including real estate taxes) due to inflation and other
factors, which may not be offset by increased rents;
    changes in tax laws and housing laws, including the enactment of rent control laws or
other laws regulating multifamily housing;
    changes in interest rates and the availability of financing; and
    the relative illiquidity of real estate investments. If we are not able successfully to acquire, operate, redevelop and expand properties, our growth
and results of operations will be adversely affected. The selective acquisition, redevelopment and expansion of properties are one component of our
growth strategy. However, we may not be able to complete successfully transactions in the future.
Although we seek to acquire, operate, redevelop and expand properties only when such activities
increase our net income on a per unit basis, such transactions may fail to perform in accordance
with our expectations. When we redevelop or expand properties, we are subject to the risks that:  
    costs may exceed original estimates;
    occupancy and rental rates at the property may be below our projections;
    financing may not be available on favorable terms or at all;
    redevelopment and leasing of the properties may not be completed on schedule; and
    we may experience difficulty or delays in obtaining necessary zoning, land-use,
building, occupancy and other governmental permits and authorizations. We may have difficulty integrating any acquired businesses or properties. We have grown rapidly. Since Aimcos initial public offering in July 1994, we have completed
numerous acquisition transactions, expanding our portfolio of owned or managed properties from 132
properties with 29,343 apartment units to 1,499 properties with 263,734 apartment units as of
December 31, 2004. These acquisitions have included purchases of properties and interests in
entities that own or manage properties, as well as corporate mergers. Our ability to successfully
integrate acquired businesses and properties depends, among other things, on our ability to:  
    attract and retain qualified personnel;
    integrate the personnel and operations of the acquired businesses;
    maintain standards, controls, procedures and policies; and
    maintain adequate accounting and information systems. We can provide no assurance that we will be able to accomplish these goals and successfully
integrate any acquired businesses or properties. If we fail to integrate successfully such
businesses, our results of operations could be adversely affected. 10




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We may be subject to litigation associated with partnership acquisitions that could increase our
expenses and prevent completion of beneficial transactions. We have engaged in, and intend to continue to engage in, the selective acquisition of
interests in partnerships that own apartment properties. In some cases, we have acquired the
general partner of a partnership and then made an offer to acquire the limited partners interests
in the partnership. In these transactions, we may be subject to litigation based on claims that we,
as the general partner, have breached our fiduciary duty to our limited partners or that the
transaction violates the relevant partnership agreement or state law. Although we intend to comply
with our fiduciary obligations and the relevant partnership agreements, we may incur additional
costs in connection with the defense or settlement of this type of litigation. In some cases, this
type of litigation may adversely affect our desire to proceed with, or our ability to complete, a
particular transaction. Any litigation of this type could also have a material adverse effect on
our financial condition or results of operations. Our existing and future debt financing could render us unable to operate, result in foreclosure on
our properties or prevent us from making distributions on our equity. Our strategy is generally to incur debt to increase the return on our equity while maintaining
acceptable interest coverage ratios. We seek to maintain a ratio of free cash flow to combined
interest expense and preferred OP Unit distributions of greater than 2:1 and to match debt
maturities to the character of the assets financed. For the year ended December 31, 2004, however,
we had a ratio of free cash flow to combined interest expense and preferred OP Unit distributions
of 1.5:1, and this ratio in prior periods has also deviated from our goal. In addition, the
General Partner could change this strategy at any time and increase our leverage. Our
organizational documents do not limit the amount of debt that we may incur, and we have significant
amounts of debt outstanding. Payments of principal and interest may leave us with insufficient cash
resources to operate our properties or pay distributions required to be paid in order to maintain
Aimcos qualification as a REIT. We are also subject to the risk that our cash flow from operations
will be insufficient to make required payments of principal and interest, and the risk that
existing indebtedness may not be refinanced or that the terms of any refinancing will not be as
favorable as the terms of existing indebtedness. If we fail to make required payments of principal
and interest on any debt, our lenders could foreclose on the properties securing such debt, which
would result in loss of income and asset value to us. As of December 31, 2004, substantially all of
the properties that we owned or controlled were encumbered by debt. Increases in interest rates would increase our interest expense. As of December 31, 2004, we had approximately $1,533.2 million of variable-rate indebtedness
outstanding. Based on this level of debt, an increase in interest rates of 1% would result in our
income and cash flows being reduced by $15.3 million on an annual basis and could reduce our
ability to service our indebtedness and make distributions. Of the total debt subject to variable
interest rates, floating rate tax-exempt bond financing was $741.8 million. Floating rate
tax-exempt bond financing is benchmarked against the Bond Market Association Municipal Swap Index,
or the BMA Index, which since 1981 has averaged 52.1% of the 10-year Treasury Yield. If this
relationship continues, an increase in the 10-year Treasury Yield, of 1%
(0.52% in tax-exempt interest rates) would result in our income before minority interests and cash
flows being reduced by $11.8 million on an annual basis. Covenant restrictions may limit our ability to make payments to our investors. Some of our debt and other securities contain covenants that restrict our ability to make
distributions or other payments to our investors unless certain financial tests or other criteria
are satisfied. Our credit facility provides that we may make distributions to our investors during
any 12-month period in an aggregate amount that does not exceed the greater of 95% of our Funds
From Operations for such period or such amount as may be necessary for Aimco to maintain its REIT
status. Our outstanding classes of preferred OP Units prohibit the payment of distributions on our
common OP Units if we fail to pay the distributions to which the holders of the preferred OP Units
are entitled. If we are unable to pay distributions on our common OP Units, Aimco may fail to
qualify as a REIT. This would subject Aimco to corporate taxation and reduce our ability to make
distributions to our investors. 11




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We depend on distributions and other payments from our subsidiaries that they may be prohibited
from making to us. We depend on distributions and other payments from our subsidiaries in order to satisfy our
financial obligations and make payments to our investors. The ability of our subsidiaries to make
such distributions and other payments depends on their earnings and may be subject to statutory or
contractual limitations. As an equity investor in our subsidiaries, our right to receive assets
upon their liquidation or reorganization will be effectively subordinated to the claims of their
creditors. To the extent that we are recognized as a creditor of such subsidiaries, our claims may
still be subordinate to any security interest in or other lien on their assets and to any of their
debt or other obligations that are senior to our claims. Laws benefiting disabled persons may result in our incurrence of unanticipated expenses. Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by
the public are required to meet certain Federal requirements related to access and use by disabled
persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties
first occupied after March 13, 1990 to be accessible to the handicapped. These and other Federal,
state and local laws may require modifications to our properties, or restrict renovations of the
properties. Noncompliance with these laws could result in the imposition of fines or an award of
damages to private litigants and also could result in an order to correct any non-complying
feature, which could result in substantial capital expenditures. Although we believe that our
properties are substantially in compliance with present requirements, we may incur unanticipated
expenses to comply with the ADA and the FHAA. Affordable housing regulations may limit rent increases at some of our properties, reducing our
revenue and, in some cases, causing us to sell properties that we might otherwise continue to own. As of December 31, 2004, we owned an equity interest in 415 affordable properties and managed
for third parties and affiliates 409 properties that benefit from governmental programs intended to
provide housing to people with low or moderate incomes. These programs, which are usually
administered by HUD or state housing finance agencies, typically provide mortgage insurance,
favorable financing terms or rental assistance payments to the property owners. As a condition of
the receipt of assistance under these programs, the properties must comply with various
requirements, which typically limit rents to pre-approved amounts. If permitted rents on a property
are insufficient to cover costs, a sale of the property may become necessary, which could result in
a loss of management fee revenue. We usually need to obtain the approval of HUD in order to manage,
or acquire a significant interest in, a HUD-assisted property. We may not always receive such
approval. We depend on our senior management Our success depends upon the retention of our senior management, including Terry Considine,
Aimcos chief executive officer and president. We cannot assure you that we would be able to find
qualified replacements for the individuals who make up our senior management if their services were
no longer available. The loss of services of one or more members of our senior management team
could have a material adverse effect on our business, financial condition and results of
operations. We do not currently maintain key-man life insurance for any of our employees. The loss
of any member of senior management could adversely affect our ability to pursue effectively our
business strategy. As a REIT, Aimco is subject to substantial risks related to its compliance with the tax laws. Aimco May Fail to Qualify as a REIT. Aimco believes that it operates in a manner that enables
it to meet the requirements for qualification as a REIT for Federal income tax purposes; however,
future economic, market, legal, tax or other considerations may cause it to fail to qualify as a
REIT, or its board of directors may determine to revoke its REIT status. If Aimco fails to qualify,
or revokes its status, as a REIT, Aimco will not be allowed a deduction for dividends paid to its
stockholders in computing its taxable income, and Aimco will be subject to Federal income tax at
regular corporate rates. This would substantially reduce the funds available for payment to
Aimcos investors. In addition, Aimcos failure to qualify as a REIT would trigger the following consequences:  
    Aimco would be obligated to repurchase certain classes of its preferred stock, plus
accrued and unpaid dividends to the date of repurchase; and  
    We would be in default under our primary credit facilities and certain other loan
agreements. 12




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REIT Distribution Requirements Limit Aimcos Available Cash. As a REIT, Aimco is subject to
annual distribution requirements. As Aimco's operating partnership,
we pay distributions intended to enable Aimco to satisfy these
distribution requirements. This limits the amount of cash we have available for other
business purposes, including amounts to fund growth. Legislative or Other Actions Affecting REITs Could Have a Negative Impact on Aimco. The rules
dealing with Federal income taxation are constantly under review by persons involved in the
legislative process and by the IRS and the United States Treasury Department. Changes to the tax
laws, which may have retroactive application, could adversely affect Aimcos investors. Aimco
cannot predict how changes in the tax law might affect it or its investors. For example, under
legislation effective January 1, 2001, if any of Aimcos taxable REIT subsidiaries were deemed to
operate or manage a health care or lodging facility, Aimco would fail to qualify as a REIT. While
Aimco believes that, since January 1, 2001, none of its taxable REIT subsidiaries have operated or
managed any health care or lodging facilities, the statute provides little guidance as to the
definition of a health care or lodging facility. Accordingly, Aimco cannot assure that the IRS will
not contend that any of its taxable REIT subsidiaries operate or manage a health care or lodging
facility, resulting in its disqualification as a REIT. The FBI has issued alerts regarding potential terrorist threats involving apartment buildings  a
risk for which we are only partially insured. From time to time, the Federal Bureau of Investigation, or FBI, and the United States
Department of Homeland Security issue alerts regarding potential terrorist threats involving
apartment buildings. Threats of future terrorist attacks, such as those announced by the FBI and
the Department of Homeland Security, could have a negative effect on rent and occupancy levels at
our properties. The effect that future terrorist activities or threats of such activities could
have on our business is uncertain and unpredictable. If we incur a loss at a property as a result
of an act of terrorism, we could lose all or a portion of the capital we have invested in the
property, as well as the future revenue from the property. Since September 2001, our lenders have
increased their scrutiny regarding terrorism exposure, and we have sometimes been required to
purchase terrorism insurance. In all cases, we have purchased insurance that exceeds the minimum
requirements of our lenders. Currently, these costs have not had a negative effect on our
consolidated financial condition or results of operations. The market place for insurance coverage is uncertain and in some cases insurance is becoming more
expensive and more difficult to obtain. The current insurance market is characterized by volatility with respect to premiums,
deductibles and coverage. For certain types of coverage, such as property coverage, we are
currently experiencing stable or declining premiums. For other types of coverage, however, such as
liability and executive coverage, we continue to experience rising premiums, higher deductibles,
and more restrictive coverage language. Although we make use of many alternative methods of risk
financing that enable us to insulate ourselves to some degree from variations in coverage language
and cost, sustained deterioration in insurance marketplace conditions may have a negative effect on
our operating results. Limits on ownership of Aimcos shares in Aimcos charter may result in the loss of economic and
voting rights by purchasers that violate those limits. Aimcos
charter limits ownership of its common stock by any single
stockholder to 8.7% of the
outstanding shares, or 15% in the case of certain pension trusts, registered
investment companies and Mr. Considine. The charter also limits ownership of Aimcos common stock
and preferred stock by any single stockholder to 8.7% of the value of the outstanding common stock
and preferred stock, or 15% in the case of certain pension trusts, registered investment companies
and Mr. Considine. The charter also prohibits anyone from buying shares if the purchase would
result in Aimco losing its REIT status. This could happen if a transaction results in fewer than
100 persons owning all of Aimcos shares. If anyone acquires shares in excess of the ownership
limit or in violation of the ownership requirements of the Code for REITs:  
    the transfer will be considered null and void;
    Aimco will not reflect the transaction on its books;
    Aimco may institute legal action to enjoin the transaction;
    Aimco may demand repayment of any dividends received by the affected person on those shares;
    Aimco may redeem the shares;
    the affected person will not have any voting rights for those shares; and 13




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
    the shares (and all voting and dividend rights of the shares) will be held in trust for
the benefit of one or more charitable organizations designated by us. Aimco may purchase the shares held in trust at a price equal to the lesser of the price paid
by the transferee of the shares or the then current market price. If the trust transfers any of the
shares, the affected person will receive the lesser of the price paid for the shares or the then
current market price. An individual who acquires shares that violate the above rules bears the risk
that the individual:  
    may lose control over the power to dispose of such shares;
    may not recognize profit from the sale of such shares if the market price of the shares increases;
    may be required to recognize a loss from the sale of such shares if the market price decreases; and
    may be required to repay to Aimco any dividends received from Aimco as a result of his
or her ownership of the shares. Aimcos charter and Maryland law may limit the ability of a third party to acquire control of
Aimco. Ownership Limit. The 8.7% ownership limit discussed above may have the effect of precluding
acquisition of control of Aimco by a third party without the consent of Aimcos board of directors. Preferred Stock. Aimcos charter authorizes its board of directors to issue up to 510,587,500
shares of capital stock. As of December 31, 2004, 426,157,976 shares were classified as Aimco
Class A Common Stock and 84,429,524 shares were classified as preferred stock. Under Aimcos
charter, its board of directors has the authority to classify and reclassify any of Aimcos
unissued shares of capital stock into shares of preferred stock with such preferences, rights,
powers and restrictions as Aimcos board of directors may determine. The authorization and issuance
of preferred stock could have the effect of delaying or preventing someone from taking control of
Aimco, even if a change in control were in stockholders best interests. Maryland Business Statutes. As a Maryland corporation, Aimco is subject to various Maryland
laws that may have the effect of discouraging offers to acquire Aimco and of increasing the
difficulty of consummating any such offers, even if Aimcos acquisition would be in the best
interests of Aimco stockholders or the Limited Partners. The Maryland General Corporation Law restricts mergers and other
business combination transactions between Aimco and any person who acquires beneficial ownership of
shares of Aimcos stock representing 10% or more of the voting power without Aimcos board of
directors prior approval. Any such business combination transaction could not be completed until
five years after the person acquired such voting power, and generally only with the approval of
stockholders representing 80% of all votes entitled to be cast and 66-2/3% of the votes entitled to
be cast, excluding the interested stockholder, or upon payment of a fair price. Maryland law also
provides generally that a person who acquires shares of Aimco stock that represent 10% or more of
the voting power in electing directors will have no voting rights unless approved by a vote of
two-thirds of the shares eligible to vote, excluding the control shares. Maryland law provides,
among other things, that the board of directors has broad discretion in adopting stockholders
rights plans and has the sole power to fix the record date, time and place for special meetings of
the stockholders. In addition, Maryland law provides that corporations that:  
    have at least three directors who are not employees of the entity or related to an acquiring person; and
    are subject to the reporting requirements of the Securities Exchange Act of 1934, may elect in their charter or bylaws or by resolution of the board of directors to be subject to
all or part of a special subtitle that provides that:  
    the corporation will have a staggered board of directors;
    any director may be removed only for cause and by the vote of two-thirds of the votes
entitled to be cast in the election of directors generally, even if a lesser proportion is
provided in the charter or bylaws;
    the number of directors may only be set by the board of directors, even if the procedure
is contrary to the charter or bylaws;
    vacancies may only be filled by the remaining directors, even if the procedure is
contrary to the charter or bylaws; and
    the secretary of the corporation may call a special meeting of stockholders at the
request of stockholders only on the written request of the stockholders entitled to cast at
least a majority of all the votes entitled to be cast at the meeting, even if the procedure
is contrary to the charter or bylaws. To date, Aimco has not made any of the elections described above. 14




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ITEM 2.Properties Our properties are located in 47 states, the District of Columbia and Puerto Rico. As of December
31, 2004, our conventional properties are operated through 17 regional operating centers and a
university communities group. Affordable property operations are managed through Aimco Capital and
are operated through four regional operating centers. The following table sets forth information
on all of our property operations as of December 31, 2004 and 2003 . December 31, 2004
    
    
    December 31, 2003Number of
    
    
    Number
    
    
    Number of
    
    
    NumberRegional Operating Center
    
    Properties
    
    
    of Units
    
    
    Properties
    
    
    of UnitsConventional:Atlanta, GA
    
    
    31
    
    
    
    8,644
    
    
    
    37
    
    
    
    10,826Austin, TX Austin, TX
    
    
    24
    
    
    
    5,388
    
    
    
    
    
    
    
    
    (1)Boston, MA
    
    
    16
    
    
    
    5,745
    
    
    
    14
    
    
    
    5,385Chicago, IL
    
    
    36
    
    
    
    9,697
    
    
    
    41
    
    
    
    10,747Columbia, SC
    
    
    61
    
    
    
    14,414
    
    
    
    64
    
    
    
    14,979Dallas, TX
    
    
    36
    
    
    
    8,867
    
    
    
    63
    
    
    
    14,837Denver, CO
    
    
    34
    
    
    
    7,572
    
    
    
    34
    
    
    
    7,572Houston, TX
    
    
    37
    
    
    
    9,776
    
    
    
    37
    
    
    
    9,776Indianapolis, IN
    
    
    37
    
    
    
    11,191
    
    
    
    41
    
    
    
    11,925Los Angeles, CA
    
    
    38
    
    
    
    10,468
    
    
    
    43
    
    
    
    11,900Michigan
    
    
    26
    
    
    
    9,507
    
    
    
    58
    
    
    
    16,629Ohio
    
    
    30
    
    
    
    6,099
    
    
    
    
    
    
    
    
    (1)Philadelphia, PA
    
    
    16
    
    
    
    7,451
    
    
    
    17
    
    
    
    7,681Phoenix, AZ
    
    
    36
    
    
    
    10,001
    
    
    
    42
    
    
    
    11,388Rockville, MD
    
    
    38
    
    
    
    14,024
    
    
    
    39
    
    
    
    14,502South Florida
    
    
    15
    
    
    
    5,862
    
    
    
    17
    
    
    
    6,507Tampa/Orlando, FL
    
    
    54
    
    
    
    14,931
    
    
    
    59
    
    
    
    16,102University Communities
    
    
    16
    
    
    
    4,277
    
    
    
    14
    
    
    
    3,773Total conventional owned and
managed
    
    
    581
    
    
    
    163,914
    
    
    
    620
    
    
    
    174,529Affordable (Aimco Capital):Midwest
    
    
    63
    
    
    
    8,324
    
    
    
    102
    
    
    
    14,067Northeast
    
    
    108
    
    
    
    16,280
    
    
    
    132
    
    
    
    19,023Southeast
    
    
    109
    
    
    
    10,025
    
    
    
    116
    
    
    
    11,472West
    
    
    86
    
    
    
    8,872
    
    
    
    100
    
    
    
    9,647Total affordable owned and managed
    
    
    366
    
    
    
    43,501
    
    
    
    450
    
    
    
    54,209Owned but not managed
    
    
    59
    
    
    
    7,245
    
    
    
    50
    
    
    
    8,257Property managed for third parties
    
    
    72
    
    
    
    7,841
    
    
    
    96
    
    
    
    11,137Asset managed for third parties
    
    
    421
    
    
    
    41,233
    
    
    
    413
    
    
    
    39,428Total
    
    
    1,499
    
    
    
    263,734
    
    
    
    1,629
    
    
    
    287,560
   (1)
    As of December 31, 2003, we operated our conventional properties through 15 regional
operating centers. The regional operating centers in Austin, TX and Ohio were added during
2004. At December 31, 2004, we owned an equity interest in and consolidated 676 properties
containing 169,932 apartment units, which we refer to as consolidated. These consolidated
properties contain, on average, 251 apartment units, with the largest property containing 2,899
apartment units. These properties offer residents a range of amenities, including swimming pools,
clubhouses, spas, fitness centers, tennis courts and saunas. Many of the apartment units offer
design and appliance features such as vaulted ceilings, fireplaces, washer and dryer hook-ups,
cable television, balconies and patios. Additional information on our consolidated properties is
contained in Schedule III, Real Estate and Accumulated Depreciation in this Annual Report. At
December 31, 2004, we held an equity interest in and did not consolidate 330 properties containing
44,728 apartment units, which we refer to as unconsolidated. In addition, we provided property
management services for third parties owning 72 properties containing 7,841 apartment units, and
asset management services for third parties owning 421 properties containing 41,233 apartment
units, although in certain cases we may indirectly own generally less than one percent of the
operations of such properties through a partnership syndication or other fund. 15




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Substantially all of our consolidated properties are encumbered by mortgage indebtedness. At
December 31, 2004, our consolidated properties were encumbered by aggregate mortgage indebtedness
totaling $5,604.7 million (not including $50.2 million of mortgage indebtedness included within
liabilities related to assets held for sale), having an aggregate weighted average interest rate of
5.95%. Such mortgage indebtedness was secured by 648 properties with a combined net book value of
$8,687.0 million. Included in the 648 properties, we had a total of 48 mortgage loans, with an
aggregate principal balance outstanding of $539.2 million, that were each secured by property and
cross-collateralized with certain (but not all) other mortgage loans
within this group of 48 mortgage loans. See Note 6 of the
consolidated financial statements in Item 8 for additional information about our indebtedness. 
 ITEM 3.Legal Proceedings See the information under the caption Legal Matters in Note 9 of the consolidated financial
statements in Item 8 for information regarding legal proceedings, which information is incorporated
by reference in this Item 3. 
 ITEM 4.Submission of Matters to a Vote of Security Holders None. 16




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PART II 
 ITEM 5.Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities There is no public market for the OP Units, and we do 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 declared per common OP Unit in each
quarterly period during the two years ended December 31, 2004 and 2003: Quarter Ended
    
    2004
    
    
    2003March 31
    
    $
    0.60
    
    
    $
    0.82June 30
    
    
    0.60
    
    
    
    0.82September 30
    
    
    0.60
    
    
    
    0.60December 31
    
    
    0.60
    
    
    
    0.60
 On February 28, 2005, there were 103,328,596 common OP Units outstanding, held by
approximately 2,902 unitholders of record. During 2004, we completed tender offers for limited partnership interests resulting in the
issuance of approximately 82,000 common OP Units. Each of these transactions was exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. During the year ended December 31, 2004, we issued to Aimco, in exchange for cash and the
conversion of Class Twelve Partnership Preferred Units, 8,000,000 Class U Partnership Preferred
Units. We also issued to Aimco, in exchange for cash, 3,450,000 Class V Partnership Preferred Units
and 3,450,000 Class Y Partnership 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. Our Partnership Agreement generally provides that after holding the common OP Units for one
year, our Limited Partners have the right to redeem their common OP Units for cash, subject to our
prior right to cause Aimco to acquire some or all of the common OP Units tendered for redemption in
exchange for shares of Aimco Class A Common Stock. Common OP Units redeemed for Aimco Class A
Common Stock are generally on a one-for-one basis (subject to antidilution adjustments). The
following table summarizes repurchases of our equity securities for cash for the year ended
December 31, 2004. In addition, during the year ended December 31, 2004, Aimco purchased
approximately 735,000 common OP Units in exchange for approximately 735,000 shares of Aimco Class A
Common Stock. Maximum NumberTotal Number of
    
    of Units thatUnits Purchased as
    
    May Yet BeAverage
    
    
    Part of Publicly
    
    Purchased UnderTotal Number
    
    
    Price Paid
    
    
    Announced Plans or
    
    Plans or ProgramsFiscal period
    
    of Units Purchased
    
    
    per Unit
    
    
    Programs (1)
    
    (1)January 1  January 31, 2004
    
    
    1,331
    
    
    $
    34.53
    
    
    n/a
    
    n/aFebruary 1  February 29, 2004
    
    
    397,278
    (2)
    
    
    31.70
    
    
    n/a
    
    n/aMarch 1  March 31, 2004
    
    
    1,249
    
    
    
    32.28
    
    
    n/a
    
    n/aApril 1  April 30, 2004
    
    
    1,829
    
    
    
    30.40
    
    
    n/a
    
    n/aMay 1  May 31, 2004
    
    
    1,282
    
    
    
    28.58
    
    
    n/a
    
    n/aJune 1  June 30, 2004
    
    
    253
    
    
    
    28.55
    
    
    n/a
    
    n/aJuly 1  July 31, 2004
    
    
    1,404
    
    
    
    32.45
    
    
    n/a
    
    n/aAugust 1  August 31, 2004
    
    
    1,860
    
    
    
    32.44
    
    
    n/a
    
    n/aSeptember 1  September 30,
2004
    
    
    139,197
    
    
    
    33.94
    
    
    n/a
    
    n/aOctober 1  October 31, 2004
    
    
    1,338
    
    
    
    35.07
    
    
    n/a
    
    n/aNovember 1  November 30, 2004
    
    
    524
    
    
    
    36.08
    
    
    n/a
    
    n/aDecember 1  December 31, 2004
    
    
    10,085
    
    
    
    36.41
    
    
    n/a
    
    n/aTotal
    
    
    557,630
    
    
    $
    32.36
 17




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##### Table of Contents



(1)
    The terms of our Partnership Agreement do not provide for a maximum number of units
that may be repurchased, and other than the express terms of our Partnership Agreement, we
have no publicly announced plans or programs of repurchase.  (2)
    Of these common OP Units repurchased, 287,272 units were
purchased from Aimco, and the proceeds used by Aimco to purchase
shares of its common stock in a
privately negotiated transaction. 
 ITEM 6.Selected Financial Data The following selected financial data is based on our audited historical financial statements.
This information should be read in conjunction with such financial statements, including the notes
thereto, and Managements Discussion and Analysis of Financial Condition and Results of
Operations included herein or in previous filings with the Securities and Exchange Commission. For the Years Ended December 31,2004
    
    
    2003 (1)
    
    
    2002 (1)
    
    
    2001 (1)
    
    
    2000 (1)(dollar amounts in thousands, except per unit data)OPERATING DATA:Total revenues
    
    $
    1,468,915
    
    
    $
    1,394,705
    
    
    $
    1,266,919
    
    
    $
    1,168,556
    
    
    $
    893,172Total expenses
    
    
    (1,140,157
    )
    
    
    (975,686
    )
    
    
    (801,593
    )
    
    
    (787,063
    )
    
    
    (651,168
    )Operating income
    
    
    328,758
    
    
    
    419,019
    
    
    
    465,326
    
    
    
    381,493
    
    
    
    242,004Income from continuing operations
    
    
    60,013
    
    
    
    71,085
    
    
    
    173,944
    
    
    
    101,808
    
    
    
    90,077Income from discontinued operations, net
    
    
    237,065
    
    
    
    106,783
    
    
    
    32,258
    
    
    
    19,256
    
    
    
    19,640Cumulative effect of change in accounting principle
    
    
    (3,957
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    293,121
    
    
    
    177,868
    
    
    
    206,202
    
    
    
    121,064
    
    
    
    109,717Net income attributable to preferred unitholders
    
    
    96,922
    
    
    
    103,626
    
    
    
    107,646
    
    
    
    100,134
    
    
    
    70,217Net income attributable to common unitholders
    
    
    196,199
    
    
    
    74,242
    
    
    
    98,556
    
    
    
    20,930
    
    
    
    39,500OTHER INFORMATION:Total consolidated properties (end of period)
    
    
    676
    
    
    
    679
    
    
    
    728
    
    
    
    552
    
    
    
    566Total consolidated apartment units (end of period)
    
    
    169,932
    
    
    
    174,172
    
    
    
    187,506
    
    
    
    156,142
    
    
    
    153,872Total unconsolidated properties (end of period)
    
    
    330
    
    
    
    441
    
    
    
    511
    
    
    
    574
    
    
    
    683Total unconsolidated apartment units (end of period)
    
    
    44,728
    
    
    
    62,823
    
    
    
    73,924
    
    
    
    92,626
    
    
    
    111,748Units managed for others (end of period) (2)
    
    
    49,074
    
    
    
    50,565
    
    
    
    56,722
    
    
    
    31,520
    
    
    
    60,669Earnings (loss) per common unit  basic:Income (loss) from continuing operations
(net of income attributable to preferred
unitholders)
    
    $
    (0.35
    )
    
    $
    (0.31
    )
    
    $
    0.67
    
    
    $
    0.02
    
    
    $
    0.27Net income attributable to common unitholders
    
    $
    1.88
    
    
    $
    0.71
    
    
    $
    1.00
    
    
    $
    0.25
    
    
    $
    0.53Earnings (loss) per common unit  diluted:Income (loss) from continuing operations
(net of income attributable to preferred
unitholders)
    
    $
    (0.35
    )
    
    $
    (0.31
    )
    
    $
    0.67
    
    
    $
    0.02
    
    
    $
    0.26Net income attributable to common unitholders
    
    $
    1.88
    
    
    $
    0.71
    
    
    $
    0.99
    
    
    $
    0.25
    
    
    $
    0.52Distributions declared per common unit
    
    $
    2.40
    
    
    $
    2.84
    
    
    $
    3.28
    
    
    $
    3.16
    
    
    $
    2.80BALANCE SHEET INFORMATION:Real estate, net of accumulated depreciation
    
    $
    8,785,551
    
    
    $
    8,145,948
    
    
    $
    7,969,538
    
    
    $
    5,903,786
    
    
    $
    5,411,168Total assets
    
    
    10,084,154
    
    
    
    10,098,649
    
    
    
    10,347,829
    
    
    
    8,200,526
    
    
    
    7,699,174Total indebtedness
    
    
    5,988,372
    
    
    
    5,731,701
    
    
    
    5,560,096
    
    
    
    4,101,516
    
    
    
    3,896,506Partners capital
    
    
    3,291,087
    
    
    
    3,174,815
    
    
    
    3,576,083
    
    
    
    3,080,071
    
    
    
    2,830,389
   (1)
    Certain reclassifications have been made to 2003, 2002, 2001, and 2000 amounts to
conform to the 2004 presentation. These reclassifications primarily represent presentation
changes related to discontinued operations resulting from the 2002 adoption of Statement of
Financial Accounting Standards No. 144. Also, effective January 1, 2001, as a result of
the REIT Modernization Act permitting REITs to own taxable REIT subsidiaries, we began
consolidating our previously unconsolidated taxable REIT subsidiaries. Prior to this date,
we did not control such subsidiaries, which were accounted for under the equity method, and
as a result, the periods prior to 2001 are not comparable. 18




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##### Table of Contents



(2)
    In 2004, 2003 and 2002, includes approximately 41,233, 39,428 and 45,187 units,
respectively, that are only asset managed by us, and not also property managed,
although in certain cases we may indirectly own generally less than one percent of the
operations of such properties through a partnership syndication or other fund. 
 ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations Executive Overview We are engaged in the ownership, acquisition, management and redevelopment of apartment
properties. Our property operations are characterized by diversification of product, location and
price point. As of December 31, 2004, we owned or managed 1,499 apartment properties containing
263,734 units located in 47 states, the District of Columbia and Puerto Rico. Our primary sources
of income and cash are rents associated with apartment leases. The key financial indicators that we use in managing our business and in evaluating our
financial condition and operating performance are: Funds From Operations, or FFO; FFO less spending
for Capital Replacements, or AFFO; same store property operating results; net operating income; net
operating income less spending for Capital Replacements; financial coverage ratios; and leverage as
shown on our balance sheet. These terms are defined and described in the sections captioned Funds
From Operations and Capital Expenditures below. The key macro-economic factors and
non-financial indicators that affect our financial condition and operating performance are: rates
of job growth; unemployment rates; single-family and multifamily housing starts; and interest
rates. Because our operating results depend primarily on income from our properties, the supply and
demand for apartments substantially influences our results. Additionally, the level of expenses
required to operate and maintain our properties and the pace and price at which we redevelop,
acquire and dispose of our apartment properties can affect our operating results. Our cost of
capital is affected by the conditions in the capital and credit markets and the terms that we
negotiate for our equity and debt financings. We have grown rapidly over the past decade, and during the past three years our growth has
moderated. During 2004, the apartment industry continued to face a challenging operating
environment  job growth at a pace slower than anticipated, low interest rates and an abundant
supply of housing alternatives. In addition, we experienced greater difficulty as compared to our
peers because our property operating systems and structure were not as effective in meeting the
challenges presented by the apartment markets. The effect of these operational challenges was
mitigated by a favorable investment climate in which we were able to sell properties at attractive
prices, generally higher than the cost of replacement. In response to this challenging operating environment and our specific operational issues,
during late 2003 and throughout 2004 we adjusted our business strategies to compete successfully in
challenging times and to be ready to maximize our opportunities as the economy improves. We
focused on a number of areas related to improving operations, including those related to customer
service, resident selection and retention, marketing, pricing, and operating cost management. Our
resident selection initiatives designed to make our communities more desirable places to live and
work, which drives better financial performance from higher and more stable occupancy levels,
increased pricing power and reduced costs. In combination, our initiatives are resulting in
improved customer service, better pricing decisions, increased resident quality, a focus on sales
and marketing and higher employee satisfaction. Our revenue building initiatives are largely
completed with processes in place for continued improvement in resident quality, pricing, sales and
marketing. Our focus in 2005 will be to continue to increase revenue and work on cost management and
productivity initiatives including centralizing purchasing, restructuring business processes, using
technology to increase efficiency and implementing structured monthly reporting to identify issues
and improve effectiveness of spending. We believe that our improvement efforts are working and
have resulted in a positive trend in certain operating results and are the foundation for long-term
benefits that we began to realize in the second half of 2004 and expect to continue throughout 2005
and beyond. These initiatives and others have also resulted in improved asset quality, and we will
continue to seek opportunities to reinvest in our properties through capital expenditures and to
manage our portfolio through property sales and acquisitions. The following discussion and analysis of the results of our operations and financial condition
should be read in conjunction with the financial statements. 19




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##### Table of Contents



Results of Operations Overview 2004 compared to 2003 We recognized net income of $293.1 million and net income attributable to common unitholders
of $196.2 million for the year ended December 31, 2004, compared to net income of $177.9 million
and net income attributable to common unitholders of $74.2 million for the year ended December 31,
2003, increases of $115.2 million and $122.0 million, respectively. These increases were
principally due to the following items, all of which are discussed in further detail within this
section:  
    an increase in net gain on disposition of real estate (including the gain recognized
in discontinued operations and the gain related to unconsolidated entities and other);
and
    an increase in activity fees and asset management revenues. These increases were partially offset by:  
    an overall decline in net operating income, which included increases related to
acquisitions and newly consolidated properties, offset by a decline in same store net
operating results;
    an increase in general and administrative expenses;
    an increase in interest expense; and
    an increase in depreciation and amortization expense. The following paragraphs discuss these and other items affecting our results of operations in
more detail. 2003 compared to 2002 We recognized net income of $177.9 million and net income attributable to common unitholders
of $74.2 million for the year ended December 31, 2003, compared to net income of $206.2 million and
net income attributable to common unitholders of $98.6 million for the year ended December 31,
2002, decreases of $28.3 million and $24.4 million, respectively. These decreases were principally
due to the following items, all of which are discussed in further detail within this section:  
    an overall decline in net operating income, which included increases related to
acquisitions and newly consolidated properties, offset by a decline in same store net
operating results;
    an increase in depreciation and amortization expenses;
    an increase in interest expense;
    a decrease in interest income; and
    a decrease in property management revenues. These decreases were partially offset by:  
    an increase in net gain on disposition of real estate (including the gain recognized
in discontinued operations and the gain relating to unconsolidated entities); and
    lower minority interest allocations as a result of lower property operating results. 20




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##### Table of Contents



Rental Property Operations Our operating income is primarily generated from the operations of our consolidated
properties. The principal components within our total consolidated property operations are:
consolidated same store properties, which consist of all conventional properties that were owned,
stabilized and consolidated for all comparable periods presented; and other consolidated entities,
which include acquisition, newly consolidated, affordable and redevelopment properties. The following table summarizes the overall performance of our consolidated properties for the
years ended December 31, 2004, 2003 and 2002 (in thousands): Year Ended December 31,2004
    
    
    2003
    
    
    2002Rental and other property revenues
    
    $
    1,401,653
    
    
    $
    1,336,515
    
    
    $
    1,188,747Property operating expenses
    
    
    668,807
    
    
    
    585,185
    
    
    
    465,318Net operating income
    
    $
    732,846
    
    
    $
    751,330
    
    
    $
    723,429
 For the year ended December 31, 2004, compared to the year ended December 31, 2003, net
operating income for our consolidated property operations decreased by $18.5 million, or 2.5%.
This decrease was principally due to a $40.3 million decrease in consolidated same store net
operating income (see further discussion of same store results under the heading Conventional Same
Store Property Operating Results). Additionally, there was a $6.6 million decrease related to net
casualty losses and other costs primarily resulting from hurricanes and tropical storms in the
third quarter of 2004, which damaged over 100 of our properties and $4.0 million in higher property
management costs. These decreases were offset by an $18.2 million increase related to operations
of newly consolidated properties, which are properties that had been previously unconsolidated and
accounted for by the equity method (42 properties first consolidated in 2004, which includes 24
properties that were consolidated due to the adoption of Financial Accounting Standards Board
Interpretation No. 46, Consolidation of Variable Interest Entities,or FIN 46, and 12 properties
that were first consolidated after the first quarter of 2003) and a $16.0 million increase related
to operations of acquisition properties, which were principally comprised of The Palazzo at Park La
Brea and 10 other properties purchased in 2004, and three properties purchased in 2003. For the year ended December 31, 2003, compared to the year ended December 31, 2002, net
operating income for our consolidated property operations increased by $27.9 million, or 3.9%.
This increase was principally due to $62.2 million related to operations of newly consolidated
properties (19 properties first consolidated in 2003 and 78 properties first consolidated in 2002)
and $34.6 million related to operations of acquisition properties, which were principally comprised
of three properties purchased in 2003, 115 properties acquired in the March 2002 acquisition of
Casden Properties, Inc., 11 properties acquired in the August 2002 acquisition of New England area
properties, and two properties purchased in 2002. This was partially offset by a $71.1 million
decrease in consolidated same store net operating income (see further discussion of same store
results under the heading Conventional Same Store Property Operating Results). 21




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##### Table of Contents



Conventional Same Store Property Operating Results Same store operating results is a key indicator we use to assess the performance of our
property operations and to understand the period over period operations of a consistent portfolio
of properties. We define same store properties as conventional properties in which our ownership
interest exceeds 10% and the operations of which are stabilized for all periods presented. To
ensure comparability, the information for all periods shown is based on current period ownership.
The following table summarizes the conventional rental property operations on a same store basis
(which is not in accordance with generally accepted accounting principles, or GAAP) and reconciles
them to consolidated rental property operations (which is in accordance with GAAP) described in the
above comparative discussions (dollars in thousands): Year Ended December 31,2004
    
    
    2003
    
    
    2002Our share of same store revenues
    
    $
    890,441
    
    
    $
    897,271
    
    
    $
    931,966Our share of same store expenses
    
    
    402,152
    
    
    
    381,052
    
    
    
    342,792Our share of same store net operating income
    
    
    488,289
    
    
    
    516,219
    
    
    
    589,174Adjustments to reconcile same store net
operating
income to real estate segment net operating
income (1)
    
    
    244,557
    
    
    
    235,111
    
    
    
    134,255Real estate segment net operating income
    
    $
    732,846
    
    
    $
    751,330
    
    
    $
    723,429Same store statistics for three year period:Properties
    
    
    499
    
    
    
    499
    
    
    
    499Apartment units
    
    
    139,102
    
    
    
    139,102
    
    
    
    139,102Average physical occupancy
    
    
    90.1
    %
    
    
    91.7
    %
    
    
    92.6
    %Average rent/unit/month
    
    $
    685
    
    
    $
    686
    
    
    $
    705
   (1)
    Includes: (i) minority partners share of consolidated, less our share of
unconsolidated, property revenues and property operating expenses (at current period
ownership); (ii) property revenues and property operating expenses related to consolidated
properties other than same store properties (e.g., affordable, acquisition and
redevelopment properties); and (iii) eliminations and other adjustments made in accordance
with GAAP. For the year ended December 31, 2004, compared to the year ended December 31, 2003, our share
of same store net operating income decreased $27.9 million, or 5.4%. Revenues decreased $6.8
million, or 0.8%, primarily due to lower occupancy (down 1.6%), and slightly lower average rent
(down $1 per unit), offset by higher utility reimbursements from residents and lower bad debt
expense. Expenses increased by $21.1 million, or 5.5%, primarily due to: an increase of $18.9
million in compensation and benefit expense related to a new employee health plan, merit increases
and increased staffing levels; an increase of $3.7 million in utilities due to the increase in the
cost of natural gas; and an increase of $3.9 million in marketing and administrative expenses
associated with our efforts to increase occupancy. These increases were partially offset by a
decrease in property taxes related to successful appeals and changes in estimates related to
assessments. For the year ended December 31, 2003, compared to the year ended December 31, 2002, our share
of same store net operating income decreased $73.0 million, or 12.4%. Revenues decreased $34.7
million, or 3.7%, primarily due to lower average rent (down $19 per unit), lower occupancy (down
0.9%), and increased bad debt. Expenses increased by $38.3 million, or 11.2%, primarily due to: an
increase of $10.1 million in turnover, marketing and administrative costs in 2003 related to
focused efforts to improve property appearance and the condition of units ready to be occupied;
$9.6 million in contract services and repairs and maintenance primarily driven by seasonal factors
such as landscaping and snow removal due to more severe winter conditions in 2003 than in 2002;
$6.0 million in utilities due to the increase in the cost of natural gas, electric, water and
sewer; and $4.8 million in property hazard insurance due to increased casualty losses. 22




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##### Table of Contents



Property Management We earn income from property management primarily from unconsolidated real estate partnerships
for which we are the general partner. The income is primarily in the form of fees generated
through property management and other associated activities. Our revenue from property management
decreases as we consolidate real estate partnerships and the income generated is therefore
eliminated in consolidation. We expect this trend to continue as we increase our ownership in more
of these partnerships or otherwise determine that consolidation is required by GAAP. Additionally,
our revenue decreases as properties within our unconsolidated real estate partnerships are sold.
Offsetting the revenue earned in property management are the direct expenses associated with
property management. The following table summarizes the overall performance of our property management business for
the years ended December 31, 2004, 2003 and 2002 (in thousands): Year Ended December 31,2004
    
    
    2003
    
    
    2002Property management revenues, primarily from affiliates
    
    $
    32,461
    
    
    $
    37,992
    
    
    $
    56,550Property management expenses
    
    
    9,199
    
    
    
    8,106
    
    
    
    7,340Net operating income from property management
    
    $
    23,262
    
    
    $
    29,886
    
    
    $
    49,210
 For the year ended December 31, 2004, compared to the year ended December 31, 2003, net
operating income from property management decreased by $6.6 million, or 22.2%. For the year ended
December 31, 2003, compared to the year ended December 31, 2002, net operating income from property
management decreased by $19.3 million, or 39.3%. In both periods the decreases were principally
due to an increase in consolidated real estate partnerships, which required elimination of fee
income and associated property operating expense related to such partnerships, and the sales of
properties within our unconsolidated partnerships (53 properties in 2004 and 37 properties in 2003)
that had previously generated property management revenues. Activity Fees and Asset Management Activity fees are generated from transactional activity including dispositions, syndications,
tax credit redevelopments and refinancings. These transactions occur on varying timetables, thus
the income generated may vary from period to period. The majority of these fees are generated by
transactions related to affordable properties within the Aimco Capital portfolio. Asset management
revenue is from the financial management of properties, rather than management of day-to-day
property operations. Asset management revenue includes deferred asset management fees that are
recognized once a transaction or improvement in operations has occurred to generate available cash.
Offsetting the revenue earned in activity fees and asset management are the direct expenses
associated with these activities. The following table summarizes the overall performance of our activity fees and asset
management for the years ended December 31, 2004, 2003 and 2002 (in thousands): Year Ended December 31,2004
    
    
    2003
    
    
    2002Activity fees and asset management
revenues, primarily from affiliates
    
    $
    34,801
    
    
    $
    20,198
    
    
    $
    21,622Activity and asset management expenses
    
    
    11,802
    
    
    
    8,367
    
    
    
    9,747Net operating income from activity fees and
asset management
    
    $
    22,999
    
    
    $
    11,831
    
    
    $
    11,875
 23




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##### Table of Contents



Included in the activity fees and asset management revenues, primarily from affiliates for the
years ended December 31, 2004, 2003 and 2002, were $30.3 million, $18.9 million and $19.7 million,
respectively, of fees related to affordable properties within the Aimco Capital portfolio. For the year ended December 31, 2004, compared to the year ended December 31, 2003, net
operating income from activity fees and asset management increased by $11.2 million, or 94.4%.
This overall increase was principally a result of increased activity fees related to disposition,
refinancing and developer activities of $7.3 million, $2.3 million and $3.0 million, respectively,
due to a greater number of transactions in 2004 than in 2003. Additionally, there was an increase
of $2.9 million related to the recognition of deferred asset management fees resulting from closed transactions and improved operations. These increases were offset by a $2.1
million decrease related to syndication fees and $3.4 million in higher expenses associated with
these activities. For the year ended December 31, 2003, compared to the year ended December 31, 2002, net
operating income from activity fees and asset management decreased by $0.04 million. This overall
decrease was principally a result of decreased activity fees related to disposition and refinancing
activities of $2.6 million and $2.3 million, respectively, due to a fewer number of transactions in
2003 than in 2002. Additionally, there was a decrease of $3.5 million related to the recognition
of deferred asset management fees resulting from fewer closed transactions in 2003. These
decreases were offset by a $6.6 million increase related to syndication fees and lower expenses of
$1.4 million associated with these activities. Depreciation and Amortization For the year ended December 31, 2004, compared to the year ended December 31, 2003,
depreciation and amortization increased $37.2 million, or 11.2%. This increase was principally due
to $11.3 million and $7.2 million of additional depreciation related to the newly consolidated and
acquisition properties, respectively, as well as $10.5 million from the completion of certain
redevelopment properties. Additionally, $7.1 million of the increase resulted from additional
depreciation on certain assets where, based on a periodic review, the estimated useful lives were
reduced. For the year ended December 31, 2003, compared to the year ended December 31, 2002,
depreciation and amortization increased $63.5 million, or 23.7%. This increase was principally due
to $23.4 million and $23.5 million of additional depreciation related to the acquisition properties
and the newly consolidated properties, respectively, as well as $12.3 million of additional
depreciation related to new capital spending on same store properties. Additionally, amortization
of intangibles increased $2.7 million as a result of additional amortization recognized due to the
termination of certain management contracts acquired in the Casden Transactions. General and Administrative Expenses For the year ended December 31, 2004, compared to the year ended December 31, 2003, general
and administrative expenses increased $29.4 million, or 60.5%. This increase was principally due
to: $15.5 million in higher compensation related to increased staffing levels, merit increases and
variable compensation; $7.7 million related to increased health insurance costs and the effect of a
favorable change in 2003 related to our accrual for insurance claims incurred but not reported
(IBNR); $3.2 million in increased amortization of restricted stock and stock option compensation;
and $3.1 million in legal costs and compliance costs primarily related to the internal control
reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002. For the year ended December 31, 2003, compared to the year ended December 31, 2002, general
and administrative expenses remained relatively flat decreasing $0.4 million, or 0.8%. This
decrease was principally due to: $6.0 million related to lower health insurance costs and the
effect of a favorable change in our IBNR accrual in 2003; and $2.9 million in lower salaries,
primarily related to lower variable compensation. These decreases were offset by an $8.7 million
increase in consulting fees associated with the implementation of site level software and legal
fees. Other Expenses (Income), Net Other expenses (income), net includes tax provision/benefit, franchise taxes, risk management
activities related to our unconsolidated partnerships and partnership expenses. For the year ended December 31, 2004, compared to the year ended December 31, 2003, other
expenses (income), net changed $9.7 million from income of $6.3 million in 2003 to expense of $3.4
million in 2004. This 24




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change was principally due to a $10.8 million lower tax benefit recognized in 2004 as compared
to 2003, due primarily to an $8.0 million benefit related to the reversal of a deferred income tax
asset valuation allowance (see further discussion in Note 10 of the consolidated financial
statements in Item 8). In the year ended December 31, 2004, there was a tax benefit of $7.2
million recorded, as compared to $18.0 million in the year ended December 31, 2003. For the year ended December 31, 2003, compared to the year ended December 31, 2002, other
expenses (income), net changed $8.3 million from expense of $2.0 million in 2002 to income of $6.3
million in 2003. This change was principally due to a $15.5 million higher tax benefit recognized
in 2003 as compared to 2002, partially offset by $2.4 million in higher franchise taxes and $1.3
million in decreased risk operations due to increased legal expenses. In the year ended December
31, 2003, there was a tax benefit of $18.0 million recorded, as compared to $2.5 million in the
year ended December 31, 2002. See discussion above on the 2003 tax activity. Interest Income Interest income consists primarily of interest and accretion on general partner notes
receivable from our unconsolidated real estate partnerships. Transactions that result in accretion
occur on varying timetables and thus the income generated may vary from period to period. For the year ended December 31, 2004, as compared to the year ended December 31, 2003,
interest income increased $7.2 million, or 27.4%. This increase was principally a result of $5.0
million in higher interest due from general partner notes receivable, and $3.0 million in higher
accretion income. For the year ended December 31, 2003, as compared to the year ended December 31, 2002,
interest income decreased $54.6 million, or 67.6%. This decrease was principally a result of:
$33.5 million in reduced accretion income; $11.1 million in lower interest due from general partner
notes receivable resulting from the consolidation of real estate partnerships, and therefore the
elimination of interest income, as well as the collection of outstanding notes receivable; and $7.7
million related to gain recognized in second quarter 2002 on the sale of certain tax-exempt bonds. Recovery of (Provision for) Losses on Notes Receivable For the year ended December 31, 2004, as compared to the year ended December 31, 2003,
recovery of (provision for) losses on notes receivable changed $3.9 million from a provision of
$2.2 million in 2003 to a recovery of $1.8 million in 2004. For the year ended December 31, 2003,
as compared to the year ended December 31, 2002, provision for losses on notes receivable decreased
$6.8 million. The provision or recovery in each period was determined based on our periodic review of the
collectibility of each loan made to affiliated partnerships within our loan receivable portfolio as
well as actual cash collections. We continue to monitor these loans and assess the collectibility
of each loan on a periodic basis and record provisions as necessary based on the projected
operating cash flows of the underlying real estate assets. Interest Expense For the year ended December 31, 2004, compared to the year ended December 31, 2003, interest
expense, which includes the amortization of deferred financing costs, increased $24.8 million, or
7.3%. This increase was principally due to: $9.9 million resulting from interest on the additional
debt related to the newly consolidated properties; $9.6 million resulting from interest on the
additional debt related to acquisition properties; and a $4.7 million decrease in capitalized
interest due to redevelopment properties being placed in service. Additionally, an $8.8 million
increase related to the credit facility and term loan (of which $1.8 million was associated with
the write-off of deferred loan costs related to the November 2004 modification of the credit
facility and term loan and $0.8 million related to the payoff of the indebtedness incurred to
complete the Casden Transactions) due to higher average principal balances along with a higher
weighted average interest rate. The November 2004 modification reduced the spread over LIBOR by an
average of 1.25%, which will favorably impact interest expense related to our revolving credit
facility and $300 million term loan. These increases were partially offset by lower weighted
average effective interest rates on mortgage debt due to refinancings that occurred in 2003 and
2004. For the year ended December 31, 2003, as compared to the year ended December 31, 2002,
interest expense increased $47.0 million, or 16.0%. This increase was principally due to $26.6
million and $21.3 million of 25




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additional interest on the debt related to the newly consolidated properties and the
acquisition properties, respectively. Deficit Distributions to Minority Partners When real estate partnerships consolidated in our financial statements make cash distributions
to partners in excess of the carrying amount of the minority interest, we record a charge equal to
the amount of such distribution, even though there is no economic effect or cost. For the year ended December 31, 2004, as compared to the year ended December 31, 2003, deficit
distributions to minority partners decreased $4.6 million, or 20.4%. For the year ended December
31, 2003, as compared to the year ended December 31, 2002, deficit distributions to minority
partners decreased $4.9 million, or 17.8%. Each of these decreases were due to reduced levels of
distributions being made by the consolidated real estate partnerships as a result of lower
refinancing activity and decreased operating results, as well as our increased ownership of such
partnerships. Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships For the year ended December 31, 2004, as compared to the year ended December 31, 2003, equity
in losses of unconsolidated real estate partnerships decreased $4.7 million, or 72.5%. This
decrease in loss was principally the result of increased ownership in certain unconsolidated
partnerships and better property operating results at certain properties. For the year ended December 31, 2003, as compared to the year ended December 31, 2002, equity
in earnings (losses) of unconsolidated real estate partnerships changed $7.1 million from equity in
earnings of $0.7 million in 2002 to equity in losses of $6.4 million in 2003. This increase was
principally the result of the purchase of equity interests in unconsolidated real estate
partnerships that resulted in these properties becoming consolidated. Such real estate
partnerships owned better performing properties that are now contributing to consolidated rental
revenues and expenses. In addition, the remaining properties within unconsolidated real estate
partnerships had decreased earnings driven by lower property operating results in 2003 than in
2002. Gain (Loss) on Dispositions of Real Estate Related to Unconsolidated Entities and Other Gain on dispositions of real estate related to unconsolidated entities and other includes our
share of gain related to dispositions of real estate within our unconsolidated real estate
partnerships, gain on dispositions of non-depreciable assets and costs related to asset disposal
activities. Gains (losses) on properties sold are determined on a property-by-property basis and
are not comparable period to period. For the year ended December 31, 2004, as compared to the year ended December 31, 2003, gain on
dispositions of real estate related to unconsolidated entities and other increased $65.5 million.
This increase was principally due to a $34.6 million gain on the sale of a parcel of land located
in Florida, and $17.4 million gain from the sale of one of our unconsolidated core properties. For the year ended December 31, 2003, as compared to the year ended December 31, 2002, gain on
dispositions of real estate related to unconsolidated entities and other increased $25.5 million.
Included in 2002 was a loss of approximately $28.0 million that resulted primarily from a change in
estimate due to better insight into information related to the finalization of the recording of
purchase price accounting to appropriate entities acquired in past acquisitions and the related
historical estimation process in determining the carrying value of assets sold. The recognition of
this amount in 2002 was considered to be a change in estimate associated with the historical
estimated gain or loss on the sale of these properties. The recognition of this change in estimate
resulted in a decrease in basic and diluted earnings per unit of $0.28 for the year ended December
31, 2002. Minority Interest in Consolidated Real Estate Partnerships For the year ended December 31, 2004, as compared to the year ended December 31, 2003,
minority interest in consolidated real estate partnerships changed $17.5 million. For the year
ended December 31, 2003, as compared to the year ended December 31, 2002, minority interest in
consolidated real estate partnerships changed $13.5 million. The changes in both periods were
principally a result of decreased earnings caused by lower property operating results than in the
prior year. 26




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Income from Discontinued Operations, Net For properties accounted for as held for sale, the results of operations for properties sold
during the period or designated as held for sale at the end of the period are required to be
classified as discontinued operations. The property-specific components of net earnings that are
classified as discontinued operations include all property-related revenues and operating expenses,
depreciation expense recognized prior to the classification as held for sale, property-specific
interest expense to the extent there is secured debt on the property and the associated minority
interest. In addition, any impairment losses on assets held for sale, and the net gain on the
eventual disposal of properties held for sale are reported as discontinued operations. For the years ended December 31, 2004, 2003, and 2002, income from discontinued operations,
net totaled $237.1 million, $106.8 million and $32.2 million, respectively, which includes income
from operations of $6.6 million, $15.4 million and $34.2 million, respectively. In 2004, the
income from operations included 68 properties that were sold or classified as held for sale during
2004. In 2003 and 2002, the income from operations included 140 properties and 177 properties,
respectively, that were sold or classified as held for sale in 2002, 2003 and 2004. Due to varying
number of properties and the timing of sales, the income from operations is not comparable year to
year. During 2004, we sold 54 properties, resulting in a net gain on sale of approximately $233.9
million (which is net of $16.0 million of related taxes). Additionally, we recognized $7.3 million
in impairment losses on assets sold or held for sale in 2004. During 2003, we sold 72 properties,
resulting in a net gain on sale of approximately $89.7 million (which is net of $12.1 million of
related taxes). Additionally, we recognized $9.0 million in impairment losses on assets sold or
held for sale in 2003. During 2002, we sold 37 properties, resulting in a net gain on sale of
approximately $1.9 million (which is net of $2.5 million of related taxes). Additionally, we
recognized $2.9 million in impairment losses on assets sold or held for sale in 2002. Gains (losses) on properties sold are determined on a property-by-property basis and are not
comparable period to period. See Note 15 of the consolidated financial statements in Item 8 for
more details on discontinued operations. Cumulative Effect of Change in Accounting Principle On March 31, 2004, we recorded a $4.0 million cumulative effect of change in accounting
principle related to the adoption of FIN 46. This charge is attributable to our recognition of
cumulative losses allocable to minority interest that would otherwise have resulted in minority
interest deficits. See Note 2 of the consolidated financial statements in Item 8 for further
information. 27




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Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with GAAP, which requires us to
make estimates and assumptions. We believe that the following critical accounting policies involve
our more significant judgments and estimates used in the preparation of our consolidated financial
statements. Impairment of Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less
accumulated depreciation and amortization, unless the carrying amount of the asset is not
recoverable. If events or circumstances indicate that the carrying amount of a property may not be
recoverable, we make an assessment of its recoverability by comparing the carrying amount to our
estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the
carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment
loss to the extent the carrying amount exceeds the estimated fair value of the property. Real estate investments are subject to varying degrees of risk. Several factors may adversely
affect the economic performance and value of our real estate investments. These factors include:  
    the general economic climate;
    competition from other apartment communities and other housing options;
    local conditions, such as an increase in unemployment or an increase in the supply of
apartments, that might adversely affect apartment occupancy or rental rates;
    changes in governmental regulations and the related cost of compliance;
    increases in operating costs (including real estate taxes) due to inflation and other
factors, which may not be offset by increased rents;
    changes in tax laws and housing laws, including the enactment of rent control laws or
other laws regulating multifamily housing;
    changes in market capitalization rates; and
    the relative illiquidity of such investments. Any adverse changes in these factors could cause an impairment in our long-lived assets,
including real estate, goodwill and investments in unconsolidated real estate partnerships. Based
on periodic tests of recoverability of long-lived assets, we have
determined that the carrying amount for our properties to
be held and used is recoverable and, therefore, we did not record any impairment losses related to such
properties during the years ended December 31, 2004, 2003 and 2002. Notes Receivable and Interest Income Recognition Notes receivable from unconsolidated real estate partnerships consist primarily of
subordinated notes receivable from partnerships in which we are the general partner. The ultimate
repayment of these notes is subject to a number of variables, including the performance and value
of the underlying real estate property and the claims of unaffiliated mortgage lenders. Our notes
receivable include loans extended by us that we carry at the face amount plus accrued interest,
which we refer to as par value notes, and loans extended by predecessors whose positions we
generally acquired at a discount, which we refer to as discounted notes. We record interest income on par value notes as earned in accordance with the terms of the
related loan agreements. We discontinue the accrual of interest on such notes when the notes are
impaired, as discussed below, or when there is otherwise significant uncertainty as to the
collection of interest. We record income on such nonaccrual loans using the cost recovery method,
under which we apply cash receipts first to the recorded amount of the loan; thereafter, any
additional receipts are recognized as income. We recognize interest income on discounted notes receivable based upon whether the amount and
timing of collections are both probable and reasonably estimable. We consider collections to be
probable and reasonably estimable when the borrower has entered into certain closed or pending
transactions (which include real estate sales, refinancings, foreclosures and rights offerings)
that provide a reliable source of repayment. In such instances, we recognize accretion income, on
a prospective basis using the effective interest method over the estimated remaining term of the
loans, equal to the difference between the carrying amount of the discounted notes and the
estimated collectible value. We record income on all other discounted notes using the cost
recovery method. For the year ended December 31, 2004, if we had not been able to complete certain
transactions, our accretion income would have decreased by $6.3 million ($0.06 per basic and
diluted unit). Accretion income recognized in any given period 28




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is based on our ability to complete transactions to monetize the notes receivable and the
difference between the carrying value and the estimated collectible value of the notes; therefore,
accretion income varies on a period by period basis and could be lower or higher than in prior
periods. Allowance for Losses on Notes Receivable We assess the collectibility of notes receivable on a periodic basis, which assessment
consists primarily of an evaluation of cash flow projections of the borrower to determine whether
estimated cash flows are sufficient to repay principal and interest in accordance with the
contractual terms of the note. We recognize impairments on notes receivable when it is probable
that principal and interest will not be received in accordance with the contractual terms of the
loan. The amount of the impairment to be recognized generally is based on the fair value of the
partnerships real estate that represents the primary source of loan repayment. In certain
instances where other sources of cash flow are available to repay the loan, the impairment is
measured by discounting the estimated cash flows at the loans original effective interest rate. During the year ended December 31, 2004, we recorded $1.8 million in net recovery of
impairment losses on notes receivable. During the years ended December 31, 2003 and 2002, we
identified and recorded $2.2 million, and $9.0 million in impairment losses on notes receivable
(net of recoveries), respectively. We will continue to evaluate the collectibility of these notes,
and we may adjust related allowances in the future due to changes in market conditions and other
factors. Capitalized Costs We capitalize direct and allocable indirect costs (including salaries, interest, real estate
taxes and other costs) incurred in connection with redevelopment, Capital Improvement and Capital
Replacement activities. We charge to expense as incurred indirect costs that do not relate to the
above activities, including general and administrative expenses. The amounts capitalized depend on
the volume and costs of such activities. Based on the level of capital spending during the year
ended December 31, 2004, if capital activities had increased or decreased during the period by 10%,
our income before minority interest would have increased or decreased, respectively, by
approximately $5.1 million. See further discussion under the heading Capital Expenditures. 29




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Funds From Operations Funds From Operations, or FFO, is a non-GAAP financial measure that we believe, when
considered with the financial data determined in accordance with GAAP, is helpful to investors in
understanding our performance because it captures features particular to real estate performance by
recognizing that real estate generally appreciates over time or maintains residual value to a much
greater extent than do other depreciable assets such as machinery, computers or other personal
property. The Board of Governors of the National Association of Real Estate Investment Trusts, or
NAREIT, defines FFO as net income, computed in accordance with GAAP, excluding gains (or losses)
from sales of depreciable property, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and
joint ventures are calculated to reflect FFO on the same basis. We compute FFO for all periods
presented in accordance with the guidance set forth by NAREITs April 1, 2002 White Paper, which we
refer to as the White Paper. We calculate FFO (diluted) by subtracting redemption related
preferred OP Unit issuance costs and distributions on preferred OP Units, adding back distributions
on dilutive preferred securities and adding back the interest expense on dilutive mandatorily
redeemable convertible preferred securities. FFO should not be considered an alternative to net
income or net cash flows from operating activities, as calculated in accordance with GAAP, as an
indication of our performance or as a measure of liquidity. FFO is not necessarily indicative of
cash available to fund future cash needs. In addition, although FFO is a measure used for
comparability in assessing the performance of real estate investment trusts, there can be no
assurance that our basis for computing FFO is comparable with that of other real estate investment
trusts. For the years ended December 31, 2004, 2003 and 2002, our FFO is calculated as follows (amounts in
thousands): 2004
    
    
    2003
    
    
    2002Net income attributable to common unitholders (1)
    
    $
    196,199
    
    
    $
    74,242
    
    
    $
    98,556Adjustments:Depreciation and amortization (2)
    
    
    368,844
    
    
    
    331,609
    
    
    
    268,085Depreciation and amortization related to non-real estate assets
    
    
    (18,349
    )
    
    
    (20,370
    )
    
    
    (19,070
    )Depreciation on rental property related to minority partners interest (3)
    
    
    (43,387
    )
    
    
    (28,714
    )
    
    
    (22,542
    )Depreciation on rental property related to unconsolidated entities
    
    
    22,360
    
    
    
    25,817
    
    
    
    33,549(Gain) loss on disposition of real estate related to unconsolidated entities and
other
    
    
    (68,634
    )
    
    
    (3,178
    )
    
    
    22,362Gain on dispositions of non-depreciable assets
    
    
    38,977
    
    
    
    
    
    
    
    Deficit distributions to minority partners, net (4)
    
    
    18,007
    
    
    
    22,629
    
    
    
    27,535Cumulative effect of change in accounting principle
    
    
    3,957
    
    
    
    
    
    
    
    Discontinued operations:Depreciation on rental property, net of minority partners interest (3)
    
    
    12,404
    
    
    
    37,349
    
    
    
    48,070(Gain) loss on dispositions of real estate, net of minority partners
interest (3)
    
    
    (249,944
    )
    
    
    (101,849
    )
    
    
    (4,374
    )(Recovery of deficit distributions) deficit distributions to minority partners (4)
    
    
    (3,863
    )
    
    
    (10,686
    )
    
    
    845Income tax arising from disposals
    
    
    16,015
    
    
    
    12,134
    
    
    
    2,507Preferred OP Unit distributions
    
    
    93,433
    
    
    
    95,981
    
    
    
    107,646Redemption related preferred OP Unit issuance costs
    
    
    3,489
    
    
    
    7,645
    
    
    
    Funds From Operations
    
    $
    389,508
    
    
    $
    442,609
    
    
    $
    563,169Preferred OP Unit distributions
    
    
    (93,433
    )
    
    
    (95,981
    )
    
    
    (107,646
    )Redemption related preferred OP Unit issuance costs
    
    
    (3,489
    )
    
    
    (7,645
    )
    
    
    Distributions on dilutive preferred securities
    
    
    3,059
    
    
    
    9,138
    
    
    
    41,905Interest expense on mandatorily redeemable convertible preferred securities
    
    
    
    
    
    
    987
    
    
    
    1,161Funds From Operations attributable to common unitholders  diluted
    
    $
    295,645
    
    
    $
    349,108
    
    
    $
    498,589Weighted average number of common units, common unit equivalents
and dilutive preferred securities outstanding:Common units and equivalents (5)
    
    
    104,386
    
    
    
    104,861
    
    
    
    99,168Dilutive preferred securities
    
    
    1,308
    
    
    
    3,290
    
    
    
    10,370Total
    
    
    105,694
    
    
    
    108,151
    
    
    
    109,538
 Notes:   (1)
    Represents our numerator for earnings per common unit calculated in accordance with
GAAP.(2)
    Includes amortization of management contracts where we are the general partner. Such
management contracts were established in certain instances where we acquired a general
partner interest in either a consolidated or an unconsolidated partnership. Because the
recoverability of these management contracts depends primarily on the operations of the
real estate owned by the limited partnerships, we believe it is consistent with the White
Paper to add 30




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back such amortization, as the White Paper directs the add-back of amortization of assets
uniquely significant to the real estate industry.(3)
    Minority partners interest, means minority interest in our consolidated real estate
partnerships.(4)
    In accordance with GAAP, deficit distributions to minority partners are charges
recognized in our income statement when cash is distributed to a non-controlling partner in
a consolidated real estate partnership in excess of the positive balance in such partners
capital account, which is classified as minority interest on our balance sheet. We record
these charges for GAAP purposes even though there is no economic effect or cost. Deficit
distributions to minority partners occur when the fair value of the underlying real estate
exceeds its depreciated net book value because the underlying real estate has appreciated
or maintained its value. As a result, the recognition of expense for deficit distributions
to minority partners represents, in substance, either (a) our recognition of depreciation
previously allocated to the non-controlling partner or (b) a cost related to the
non-controlling partners share of real estate appreciation. Based on White Paper guidance
that requires real estate depreciation and gains to be excluded from FFO, we add back
deficit distributions and subtract related recoveries in our reconciliation of net income
to FFO.(5)
    Represents our denominator for earnings per common unit  diluted calculated in
accordance with GAAP plus additional common unit equivalents that are dilutive for FFO. Liquidity and Capital Resources Liquidity is the ability to meet present and future financial obligations either through
the sale or maturity of existing assets or by the acquisition of additional funds through working
capital management. Both the coordination of asset and liability maturities and effective working
capital management are important to the maintenance of liquidity. Our primary source of liquidity
is cash flow from our operations. Additional sources are proceeds from property sales and proceeds
from refinancings of existing mortgage loans and borrowings under new mortgage loans. Our principal uses for liquidity include normal operating activities, payments of principal
and interest on outstanding debt, capital expenditures, distributions paid to unitholders and
distributions paid to partners, and acquisitions of, and investments in, properties. We use our
cash provided by operating activities to meet short-term liquidity needs. In the event that the
cash provided by operating activities is not sufficient to cover our short-term liquidity demands,
we have additional means, such as short-term borrowing availability and proceeds from property
sales and refinancings, to help us meet our short-term liquidity demands. We use our revolving
credit facility for general corporate purposes and to fund investments on an interim basis. We
expect to meet our long-term liquidity requirements, such as debt maturities and property
acquisitions, through long-term borrowings, both secured and unsecured, the issuance of debt or
equity securities (including OP Units), the sale of properties and cash generated from operations. At December 31, 2004, we had $105.3 million in cash and cash equivalents, a decrease of $9.1
million from December 31, 2003, which cash is principally from sales and refinancing transactions
that has yet to be distributed or applied to the outstanding balance on the revolving credit
facility (see Note 8 to the consolidated financial statements in Item 8). At December 31, 2004, we
had $282.0 million of restricted cash (including $12.6 million of restricted cash that is included
within Assets Held for Sale), primarily consisting of reserves and escrows held by lenders for bond
sinking funds, capital expenditures, property taxes and insurance. In addition, cash, cash
equivalents and restricted cash are held by partnerships that are not presented on a consolidated
basis. The following discussion relates to changes in cash due to operating, investing and
financing activities, which are presented in our Consolidated Statements of Cash Flows in Item 8. Operating Activities For the year ended December 31, 2004, our net cash provided by operating activities of $365.5
million was primarily from operating income from our consolidated properties, which is determined
by rental rates, occupancy levels and operating expenses related to our portfolio of properties.
This decreased $98.4 million compared with the year ended December 31, 2003, driven primarily by
lower property operating results. Investing Activities For the year ended December 31, 2004, our net cash provided by investing activities of $407.7
million primarily resulted from proceeds received from sales of properties, offset by the
acquisition of The Palazzo at Park La Brea and several other properties (see Note 3 of the
consolidated financial statements in Item 8 for further information on acquisitions), as well as
investments in our existing real estate assets through capital spending (see further discussion on
capital expenditures under the heading Capital Expenditures). 31




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Although we hold all of our properties for investment, we sell properties when they do not
meet our investment criteria or are located in areas that we believe do not justify our continued
investment when compared to alternative uses for our capital. In the year ended December 31, 2004,
we sold 54 consolidated properties, three consolidated land parcels, and 53 unconsolidated
properties. These properties were sold for an aggregate sales price of $1.4 billion, of which $1.0
billion related to the consolidated properties and land parcels. The sale of the consolidated
properties generated proceeds totaling $971.6 million, after  the payment of transaction costs. Our share of the total net
proceeds from the sale of the 107 properties and three land parcels, after repayment of existing
debt, payment of transaction costs and distributions to limited partners, was $530.3 million, of
which $60.9 million related to the unconsolidated properties. Of the $60.9 million, $39.0 million
was received as of December 31, 2004 and was included in our distributions received from
investments in unconsolidated real estate partnerships. These proceeds were used to repay a
portion of our outstanding short-term indebtedness, redeem preferred securities, and for other
corporate purposes. We are currently marketing for sale certain properties that are inconsistent with our
long-term investment strategy. Additionally, from time to time, we may market certain properties
that are consistent with our long-term investment strategy but offer attractive returns, such as
sales to buyers who intend to convert the properties to condominiums. Gross sales proceeds from
2005 dispositions are expected to be $500 million to $550 million, and we plan to use such proceeds
to reduce debt, fund capital expenditures on existing assets, fund property and partnership
acquisitions, and for other operating needs and corporate purposes. Financing Activities For the year ended December 31, 2004, net cash used in financing activities of $782.3 million
primarily related to payments on our secured notes payable, the repayment in full of the term loan
we entered into in connection with the Casden Transactions, payment of our distributions, and the
full or partial redemptions of mandatorily redeemable preferred securities, the Class P Partnership
Preferred Units, the Class D Partnership Preferred Units and the Class N Partnership Preferred
Units. These were offset by proceeds from the issuance of Class U Partnership Preferred Units,
Class V Partnership Preferred Units, Class Y Partnership Preferred Units and mortgage loans (see
notes to the consolidated financial statements in Item 8 for further details on these activities). Mortgage Debt At December 31, 2004, we had $5.6 billion in consolidated mortgage debt outstanding as
compared to $5.2 billion outstanding at December 31, 2003. During the year ended December 31,
2004, we refinanced or closed mortgage loans on 38 consolidated properties generating $444.3
million of proceeds from borrowings with a weighted average interest rate of 4.03%. Our share of
the net proceeds after repayment of existing debt, payment of transaction costs and distributions
to limited partners, was $120.2 million. In addition, we closed mortgage loans on 22
unconsolidated properties, with a weighted average interest rate of 4.04%. Our share of the net
proceeds from these 22 mortgage loans totaled $26.2 million and are included in our distributions
received from investments in unconsolidated real estate partnerships within investing activities.
We used our total net proceeds from all loans closed of $146.4 million to repay existing short-term
debt and for other corporate purposes. In 2005, we
intend to continue to refinance mortgage debt to generate proceeds in amounts exceeding our
scheduled amortizations and maturities. During the year ended December 31, 2004, we closed five mortgage loans totaling $126.8
million, with a weighted average interest rate of 3.40%, to finance our acquisitions. Revolving Credit Facility and Term Loans On November 2, 2004, we entered into an Amended and Restated Senior Secured Credit Agreement,
which we refer to as the Credit Agreement, with a syndicate of financial institutions. The Credit
Agreement replaced our previous two separate credit agreements. The original aggregate commitment
under the Credit Agreement is $750 million, comprised of $450 million of revolving loan commitments
and a $300 million term loan tranche. Proceeds from the term loan made on the closing date were
used to repay the outstanding indebtedness under our previous loan facilities and for other
corporate purposes. Proceeds from the revolving loans made on the closing date were used to repay
outstanding indebtedness under the previous loan facilities. The term loan matures on November 2,
2009 and the revolving loans mature on November 2, 2007. See Note 8 of the consolidated financial
statements in Item 8 for detailed information on the Credit Agreement. 32




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At December 31, 2004, the outstanding principal balance of the term loan was $300.0 million at
an interest rate of 4.18% (based on LIBOR plus 2.00%). The proceeds of future term loans are
generally permitted to be used to fund general working capital and other corporate purposes. At December 31, 2004, the outstanding principal balance of the revolving loans was $68.7
million at an interest rate of 4.64% (based on various weighted average LIBOR and base rate
borrowings outstanding with various maturities). The amount available under the revolving credit
facility at December 31, 2004 was $358.2 million (after giving effect to $23.1 million outstanding
for undrawn letters of credit issued under the revolving credit facility). The proceeds of future
revolving loans are generally permitted to be used to fund working capital and for other corporate
purposes. Additionally,
during 2004, we repaid $104.4 million of indebtedness that was
incurred in connection with the Casden Transactions. Partners Capital Transactions During the year ended December 31, 2004, Aimco issued $522.5 million of new preferred
securities with rates ranging from 7.75% to 8.5%. Aimco contributed the proceeds from these
offerings to us in exchange for preferred OP Units. We used the proceeds from these issuances to
redeem or exchange $336.2 million of outstanding preferred OP Units with rates ranging from 8.75%
to 9.00%. Additionally, Aimco redeemed all outstanding shares of Class S Cumulative Redeemable
Preferred Stock for $98.9 million. Concurrently, we redeemed for cash all outstanding Class S
Partnership Preferred Units (see Notes 7 and 13 to the consolidated financial statements in Item
8). Under the shelf registration, which was declared effective in April 2004, we had approximately
$500 million of debt securities available and Aimco had $877 million of debt and equity securities
available as of December 31, 2004 (see Notes 12 and 13 to the consolidated financial statements in
Item 8 for further details on the shelf registration statement and preferred OP Units). Aimco
intends to continue to issue preferred securities in both public offerings and private placements
to generate proceeds that it will use to redeem higher cost preferred securities, to finance
acquisitions of real estate interests and for other corporate purposes. Aimcos board of directors has, from time to time and most recently in 2001, authorized Aimco
to repurchase shares of Aimco Class A Common Stock and preferred stock. Currently, Aimco is
authorized to repurchase up to a total of approximately 1.5 million shares of either Aimco Class A
Common Stock or preferred stock. These repurchases may be made from time to time in the open
market or in privately negotiated transactions, subject to applicable law. On February 18, 19 and
24, 2004, Aimco purchased in the open market 30,000, 60,000 and 20,000 shares of Aimco Class A
Common Stock, respectively, at an average price per share of approximately $32.03, $32.17 and
$31.26, respectively. Concurrently, we purchased 30,000, 60,000 and 20,000 common OP Units from
Aimco. Additionally, on February 24, 2004, Aimco completed the purchase of 287,272 shares of Aimco
Class A Common Stock  at a price of $31.60 per share in a privately negotiated transaction.
Concurrently, we purchased 287,272 common OP Units from Aimco. The distribution paid in February 2005 of $0.60 per unit represents a distribution of 120% of
diluted Adjusted Funds From Operations, which we refer to as AFFO, and 83% of diluted FFO for the
quarter ended December 31, 2004. Capital Expenditures Effective January 1, 2004, we classify all capital spending as Capital Replacements (which we
refer to as CR), Capital Improvements (which we refer to as CI) or redevelopment. We believe the
new classifications are simpler to apply, allow more discrete differentiation between categories,
facilitate sound economic decisions, and assist investors and analysts in better understanding our
capital spending. Non-redevelopment capitalizable expenditures are apportioned between CR and CI based on the
useful life of the capital item under consideration and the period we have owned the property
(i.e., the portion that was consumed during our ownership of the item represents CR; the portion of
the item that was consumed prior to our ownership represents CI). 33




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##### Table of Contents



For the year ended December 31, 2004, we spent a total of $77.2 million on CR. These are
expenditures that represent the share of expenditures that are deemed to replace the consumed
portion of acquired capital assets. For the year ended December 31, 2004, we spent a total of
$82.4 million and $88.8 million, respectively, on CI and redevelopment. CI expenditures represent
all non-redevelopment capital expenditures that are made to enhance the value, profitability or
useful life of an asset from its original purchase condition, and redevelopment expenditures
represent expenditures that substantially upgrade the property. The table below details our share of actual spending, on both consolidated and unconsolidated
real estate partnerships, for CR, CI and redevelopment for the year ended December 31, 2004 on a
per unit and total dollar basis (based on approximately 160,000 ownership equivalent units), and
reconciles it to our Consolidated Statement of Cash Flows for the same period (in thousands, except
per unit amounts). Actual Cost
    
    
    Cost Per UnitCapital Replacements Detail:Building interiors
    
    $
    14,839
    
    
    $
    93Includes: hot water heaters, kitchen/bathBuilding exteriors
    
    
    12,011
    
    
    
    75Includes: roofs, exterior painting, electrical, plumbingLandscaping and grounds
    
    
    7,928
    
    
    
    50Includes: parking lot improvements, pool improvementsTurnover related
    
    
    29,311
    
    
    
    183Includes: carpet, vinyl, tile, appliance, and fixture replacementsCapitalized payroll and other indirect costs
    
    
    13,152
    
    
    
    82Total our share of Capital Replacements
    
    $
    77,241
    
    
    $
    483Capital Replacements:Conventional
    
    $
    67,491Affordable
    
    
    9,750Total our share of Capital Replacements
    
    
    77,241Capital Improvements:Conventional
    
    
    62,339Affordable
    
    
    20,030Total our share of Capital Improvements
    
    
    82,369Redevelopment:Conventional
    
    
    75,259Affordable
    
    
    13,550Total our share of redevelopment
    
    
    88,809Total our share of capital expenditures
    
    
    248,419Plus minority partners share of consolidated spending
    
    
    68,027Less our share of unconsolidated spending
    
    
    (14,509
    )Total capital expenditures per Consolidated Statement of Cash Flows
    
    $
    301,937
 Included in the above spending for CI and redevelopment, is approximately $26.6 million of our
share of capitalized payroll and other indirect costs related to these activities for the year
ended December 31, 2004. We funded all of the above capital expenditures with cash provided by operating activities,
working capital, and borrowings under the revolving credit facility. 34




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##### Table of Contents



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

Less
than One Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    More than 5 YearsScheduled long-term debt maturities
    
    $
    5,604,653
    
    
    $
    254,840
    
    
    $
    1,006,250
    
    
    $
    600,811
    
    
    $
    3,742,752Secured credit facility and term loans
    
    
    368,700
    
    
    
    
    
    
    
    68,700
    
    
    
    300,000
    
    
    
    Mandatorily redeemable preferred securities
(1)
    
    
    15,019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,019Redevelopment and other construction
commitments
    
    
    72,706
    
    
    
    69,943
    
    
    
    2,254
    
    
    
    509
    
    
    
    Commitments to purchase real estate (2)
    
    
    485,500
    
    
    
    485,500
    
    
    
    
    
    
    
    
    
    
    
    Leases for space occupied
    
    
    46,926
    
    
    
    7,262
    
    
    
    14,292
    
    
    
    11,337
    
    
    
    14,035Development fee payments (3)
    
    
    22,500
    
    
    
    10,000
    
    
    
    12,500
    
    
    
    
    
    
    
    Total
    
    $
    6,616,004
    
    
    $
    827,545
    
    
    $
    1,103,996
    
    
    $
    912,657
    
    
    $
    3,771,806
  (1)
    Mandatorily redeemable preferred securities were fully redeemed on January 11, 2005
(see Note 22 of the consolidated financial statements in Item 8 for further information).(2)
    Of the $485.5 million total: $201 million was associated with the commitment to
purchase Westwood (a commitment entered into in connection with the Casden Transactions),
which commitment was extinguished on January 3, 2005; and $199 million was associated with
the commitment to acquire the Palazzo East at Park La Brea (a commitment entered into in
connection with the Casden Transactions), which transaction was completed on February 28,
2005. As a result, as of February 28, 2005 the total remaining commitment to purchase
real estate is $85.5 million. See Notes 9 and 22 of the consolidated financial statements
in Item 8.(3)
    The development fee payments above were established in connection with the Casden
Transactions and our commitment as it relates to the Casden Development Company, LLC. We
agreed to pay $2.5 million per quarter for five years (up to an aggregate amount of $50.0
million) to Casden Development Company, LLC as a retainer on account for redevelopment
services on our assets. Future Capital Needs In addition to the items set forth in Contractual Obligations above, we expect to fund any
future acquisitions, additional redevelopment projects and capital improvements principally with
proceeds from property sales (including tax-free exchange proceeds), short-term borrowings, debt
and equity financings and operating cash flows. Off-Balance Sheet Arrangements We own general and limited partner interests in unconsolidated real estate
partnerships, which interests were acquired through portfolio acquisitions, individual property
purchases and separate offers to other limited partners. Our total ownership interests in these
unconsolidated real estate partnerships ranges typically from less than 1% to 50%. However, based
on the provisions of the related partnership agreements, which grant varying degrees of control, we
are not deemed to have control of these partnerships sufficient to require or permit consolidation
for accounting purposes. The requirement or ability to consolidate a real estate partnership is
determined by FIN 46 (see Note 2 of the consolidated financial statements in Item 8). There are no
lines of credit, side agreements, or any other derivative financial instruments related to or
between our unconsolidated real estate partnerships and us and no material exposure to financial
guarantees (see Note 9 of the consolidated financial statements in Item 8). Accordingly, our
maximum risk of loss related to these unconsolidated real estate partnerships is limited to the
aggregate carrying amount of our investment in the unconsolidated real estate partnerships and any
outstanding notes receivable as reported in our consolidated financial statements. See Note 4 of
the consolidated financial statements in Item 8 for additional information on our unconsolidated
real estate partnerships. 35




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##### Table of Contents



ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk Our primary market risk exposure relates to changes in interest rates. We are not subject to
any foreign currency exchange rate risk or commodity price risk, or any other material market rate
or price risks. We use predominantly long-term, fixed-rate and self-amortizing non-recourse
mortgage debt in order to avoid the refunding and repricing risks of short-term borrowings. We use
short-term debt financing and working capital primarily to fund short-term uses and acquisitions
and generally expect to refinance such borrowings with cash from operating activities, property
sales proceeds, long-term debt or equity financings. We had $1,533.2 million of floating rate debt outstanding at December 31, 2004. Of the total
floating rate debt, the major components were floating rate tax-exempt bond financing ($741.8
million), floating rate secured notes ($422.7 million), revolving loans ($68.7 million), and the
term loan ($300.0 million). Based on this level of debt, an increase in interest rates of 1% would
result in our income before minority interests and cash flows being reduced by $15.3 million on an
annual basis. Historically, changes in tax-exempt interest rates have been at a ratio of less than
1:1 with changes in taxable interest rates. Floating rate tax-exempt bond financing is benchmarked
against the BMA Index, which since 1981 has averaged 52.1% of the 10-year Treasury Yield. If this
relationship continues, an increase in the 10-year Treasury Yield, of 1%
(0.52% in tax-exempt interest rates) would result in our income before minority interests and cash
flows being reduced by $11.8 million on an annual basis. At December 31, 2004, we had $4,455.2
million of fixed-rate debt outstanding. As of December 31, 2003, based on our level of floating
rate debt of $1,599.0 million, an increase in interest rates of 1% would have resulted in our
income before minority interests and cash flows being reduced by $16.0 million on an annual basis.
The potential reduction of income before minority interests and cash flows due to an increase in
interest rates decreased $0.7 million for 2004 compared to 2003 due to lower floating rate balances
resulting from the redemption of Class S Partnership Preferred
Units and repayment of a
portion of the term loan. We believe that the fair value of our floating rate secured tax-exempt bond debt and floating
rate secured long-term debt as of December 31, 2004 approximate their carrying values. The fair
value for our fixed-rate debt agreements were estimated based on the quoted market rate for the
same or similar issues. The combined carrying amount of our fixed-rate secured tax-exempt bonds
and fixed rate secured notes payable at December 31, 2004 was $4.4 billion compared to the computed
fair value of $4.8 billion (see Note 2 to the consolidated financial statements in Item 8). As of December 31, 2004, the scheduled principal amortization and maturity payments for our
consolidated secured notes payable and consolidated secured tax-exempt bonds were as follows
(dollars in thousands): Amortization
    
    
    Maturities
    
    
    Total
    
    
    Percentage2005
    
    $
    128,720
    
    
    $
    126,120
    
    
    $
    254,840
    
    
    
    4.5
    %2006
    
    
    133,238
    
    
    
    495,054
    
    
    
    628,292
    
    
    
    11.22007
    
    
    140,490
    
    
    
    237,468
    
    
    
    377,958
    
    
    
    6.72008
    
    
    145,163
    
    
    
    178,215
    
    
    
    323,378
    
    
    
    5.82009
    
    
    152,794
    
    
    
    124,639
    
    
    
    277,433
    
    
    
    5.0Thereafter
    
    
    
    
    
    
    
    
    
    
    3,742,752
    
    
    
    66.8$
    5,604,653
    
    
    
    100.0
    %
 
 ITEM 8.Financial Statements and Supplementary Data The independent registered public accounting firms report, consolidated financial statements
and schedule listed in the accompanying index are filed as part of this report and incorporated
herein by this reference. See Index to Financial Statements on page F-1 of this Annual Report. 
 ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 36




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ITEM 9A.Controls and Procedures Disclosure Controls and Procedures The
Partnerships management, with the participation of the chief executive officer and chief
financial officer of the General Partner, who are the equivalent of the Partnerships chief
executive officer and chief financial officer, respectively, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period
covered by this report. Based on such evaluation, the chief executive officer and chief financial
officer of the General Partner, who are the equivalent of the Partnerships chief executive officer
and chief financial officer, respectively, have concluded that, as of the end of such period, our
disclosure controls and procedures are adequate. Managements Report on Internal Control Over Financial Reporting Management
of the Partnership is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is defined in Rule
13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision
of, the General Partners principal executive and principal
financial officers, or persons performing similar functions, and effected by the
General Partners board of directors, management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles and includes those
policies and procedures that:  
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the company;
    provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect
on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Projections of any evaluation of effectiveness to future periods are
subject to the risks that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. Management
assessed the effectiveness of the Partnerships internal control over financial
reporting as of December 31, 2004. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based
on our assessment, management concluded that, as of December 31,
2004, the Partnerships
internal control over financial reporting is effective. The
Partnerships independent registered public accounting firm has issued an audit report on our
assessment of the Partnerships internal control over financial reporting. Changes in Internal Control over Financial Reporting There have been no significant changes in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act) during fourth quarter 2004 that
have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting. 37




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##### Table of Contents



Report of Independent Registered Public Accounting Firm The Partners of AIMCO Properties, L.P. We have audited managements assessment, included in the accompanying Managements Report on
Internal Control Over Financial Reporting, that AIMCO Properties,
L.P. (the Partnership) maintained
effective internal control over financial reporting as of December 31, 2004, based on criteria
established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). The
Partnerships management is
responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility is
to express an opinion on managements assessment and an opinion on the effectiveness of the
Partnerships internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. In our opinion, managements assessment that AIMCO Properties, L.P. maintained effective internal
control over financial reporting as of December 31, 2004, is fairly stated, in all material
respects, based on the COSO criteria. Also, in our opinion, AIMCO Properties, L.P. maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2004,
based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of AIMCO Properties, L.P. as of December 31,
2004 and 2003, and the related consolidated statements of income, partners capital, and cash flows
for each of the three years in the period ended December 31, 2004, and our report dated March 10,
2005 expressed an unqualified opinion thereon. /s/Ernst & Young LLP Denver, Colorado
March 10, 2005 
 ITEM 9B.Other Information None. 38




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##### Table of Contents



PART III 
 ITEM 10.Directors and Executive Officers of the Registrant All of the executive officers of our General Partner also serve as executive officers of
Aimco. Accordingly, the information below reflects the directors of our General Partner and the
executive officers of both our General Partner and Aimco. The officers of Aimco and the General
Partner are elected annually by their respective Board of Directors. Name
    
    Age
    
    First Elected
    
    PositionTerry Considine
    
    
    57
    
    
    July 1994
    
    Chairman of the Board, Chief Executive Officer and PresidentJeffrey W. Adler
    
    
    43
    
    
    February 2004
    
    Executive Vice PresidentConventional Property OperationsHarry G. Alcock
    
    
    42
    
    
    October 1999
    
    Executive Vice President and Chief Investment OfficerMiles Cortez
    
    
    61
    
    
    August 2001
    
    Executive Vice President, General Counsel and SecretaryRandall J. Fein
    
    
    49
    
    
    October 2003
    
    Executive Vice PresidentUniversity CommunitiesPatti K. Fielding
    
    
    41
    
    
    February 2003
    
    Executive Vice PresidentSecurities and Debt; TreasurerLance J. Graber
    
    
    43
    
    
    October 1999
    
    Executive Vice PresidentAimco Capital Transactions, EastThomas M. Herzog
    
    
    42
    
    
    January 2004
    
    Senior Vice President and Chief Accounting OfficerPaul J. McAuliffe
    
    
    48
    
    
    February 1999
    
    Director, Executive Vice President and Chief Financial OfficerJames G. Purvis
    
    
    52
    
    
    February 2003
    
    Executive Vice PresidentHuman ResourcesDavid Robertson
    
    
    39
    
    
    February 2002
    
    Executive Vice President; President and Chief Executive
OfficerAimco Capital
 The following is a biographical summary for the past five years or more of the current
directors and executive officers of the Company. Terry Considine. Mr. Considine has been Chairman of the Board and Chief Executive Officer
since July 1994. Mr. Considine also serves as Chairman and Chief Executive Officer of American Land
Lease, Inc., another publicly held real estate investment trust. Mr. Considine devotes
substantially all of his time to his responsibilities at Aimco. Jeffrey W. Adler. Mr. Adler was appointed Executive Vice President, Conventional Property
Operations in February 2004. Previously he served as Senior Vice President of Risk Management of
Aimco from January 2002 until November 2002, when he added the responsibility of Senior Vice
President, Marketing. Prior to joining Aimco from 2000 to 2002, Mr. Adler was Vice President,
Property/Casualty for Channelpoint, a software company. Harry G. Alcock. Mr. Alcock was appointed Executive Vice President and Chief Investment
Officer in October 1999. Mr. Alcock has had responsibility for acquisition and financing
activities of the Company since July 1994, serving as a Vice President from July 1996 to October
1997 and as a Senior Vice President from October 1997 to October 1999. Miles Cortez. Mr. Cortez was appointed Executive Vice President, General Counsel and
Secretary in August 2001. Prior to joining the Company, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through September 2001. He
served as president of the Colorado Bar Association from 1996 to 1997 and the Denver Bar
Association from 1982 to 1983. Randall J. Fein. Mr. Fein was appointed Executive Vice PresidentUniversity Communities in
October 2003 and is responsible for the operation of Aimcos student housing related portfolio,
including its joint venture activities. From 1989 through 2003, Mr. Fein served as general partner
of Income Apartment Investors L.P., and Texas First Properties L.P., which operated student and
non-student housing. Patti K. Fielding. Ms. Fielding was appointed Executive Vice PresidentSecurities and Debt in
February 2003 and Treasurer in January 2005. She is responsible for debt financing and the treasury
department. From January 2000 to February 2003, Ms. Fielding served as Senior Vice
PresidentSecurities and Debt. Ms. Fielding joined the Company as a Vice President in February
1997. Lance J. Graber. Mr. Graber has been Executive Vice President since October 1999 and focuses
on transactions related to Aimco Capitals portfolio of
affordable properties in the eastern portion of the country. Prior to joining the
Company, Mr. Graber was a Director at Credit Suisse First Boston from 1994 to May 1999. 39




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##### Table of Contents



Thomas M. Herzog. Mr. Herzog was appointed Senior Vice President and Chief Accounting Officer
in January 2004. Prior to joining Aimco, Mr. Herzog was at GE Real Estate, serving as Chief
Accounting Officer & Global Controller from April 2002 to January 2004 and as Chief Technical
Advisor from March 2000 to April 2002. Prior to joining GE Real Estate, Mr. Herzog was at Deloitte
& Touche LLP from 1990 until 2000. Paul
J. McAuliffe. Mr. McAuliffe became a director of our General
Partner in October 2004. Mr. McAuliffe has been Executive Vice President since February 1999 and
was appointed Chief Financial Officer in October 1999. From May 1996 until he joined Aimco, Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp. James G. Purvis. Mr. Purvis was appointed Executive Vice PresidentHuman Resources in
February 2003. Prior to joining Aimco, from October 2000 to February 2003, Mr. Purvis served as the
Vice President of Human Resources at SomaLogic, Inc. a privately held biotechnology company in
Boulder, Colorado. From July 1997 to October 2000, Mr. Purvis was the principal consultant for
O3C Global Organization Solutions, a global human resources strategy and technology
consulting company based in Colorado and London. David Robertson. Mr. Robertson has been Executive Vice President since February 2002 and
President and Chief Executive Officer of Aimco Capital since October 2002. Prior to joining the
Company, from 1991 to 1996, Mr. Robertson was a member of the investment-banking group at Smith
Barney. Since February 1996, Mr. Robertson has been Chairman of Robeks
Corporation, a privately held chain of specialty food stores. Section16(a)Compliance.Section 16(a) of the Securities Exchange Act of
1934, as amended, requires the General Partners
executive officers and directors, and persons who own more than ten
percent of OP Units, to file reports (Forms 3, 4 and 5) of unit ownership and changes in
ownership with the Securities and Exchange Commission (SEC).
Officers, directors and beneficial owners of more than ten percent of
the OP Units are required by SEC regulations to furnish us with copies of all such
forms that they file. Based solely on our review of the copies of Forms 3, 4 and 5 and the amendments thereto
received by it for the year ended December 31, 2004, or written representations from certain
reporting persons that no Forms 5 were required to be filed by those persons, we believe that
during the period ended December 31, 2004, all filing requirements were complied with by our
executive officers and directors and we are not aware of any beneficial owner of more than ten
percent of the OP Units. Audit Committee. The board of directors of the General Partner does not have a separate audit
committee because the audit committee of Aimcos board of directors makes recommendations
concerning the engagement of independent auditors for Aimco and its subsidiaries, including the
Partnership. In addition, the Aimco audit committee reviews with the independent auditors the
plans and results of the audit engagement, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees and reviews the adequacy of internal
accounting controls. Beginning in 2003, the Aimco audit committee assumed sole responsibility for
the engagement of the Partnerships independent auditors. The Aimco audit committee currently
consists of James N. Bailey, Richard S. Ellwood, J. Landis Martin, Thomas L. Rhodes and Michael A.
Stein. Aimcos board of directors has determined that Michael A. Stein is an audit committee
financial expert. Aimcos board of directors has also affirmatively determined that Messrs. Bailey, Ellwood,
Martin, Rhodes and Stein are independent directors. Aimcos board has determined that to be
considered independent, an outside director may not have a direct or indirect material relationship
with Aimco or its subsidiaries (either directly or as a partner, shareholder or officer of an
organization that has a relationship with Aimco). A material relationship is one that impairs or
inhibits, or has the potential to impair or inhibit, a directors exercise of critical and
disinterested judgment on behalf of Aimco and its stockholders. In determining whether a material
relationship exists, Aimcos board of directors considers, for example, whether the director or a
family member is a current or former employee of Aimco, family member relationships, compensation,
business relationships and payments, and charitable contributions between Aimco and an entity with
which a director is affiliated (as an executive officer, partner or substantial stockholder) and
whether a director is a former employee of Aimco. Aimcos board consults with Aimcos counsel to
ensure that such determinations are consistent with all relevant securities and other laws and
regulations regarding the definition of independent director, including but not limited to those
set forth in pertinent listing standards of the New York Stock Exchange as in effect from time to
time. 40




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##### Table of Contents



Code of Ethics Effective November 6, 2003, Aimcos board of directors adopted a code of ethics entitled
Code of Business Conduct and Ethics that applies to the Partnership, the General Partner, the
members of the General Partners board, all of Aimcos executive officers and all of Aimcos (or
its subsidiaries) employees, including the equivalent of our principal executive officer, principal
financial officer and principal accounting officer. The Code of Business Conduct and Ethics is
posted on Aimcos website (www.aimco.com). If, in the future, we or Aimco amends, modifies or
waives a provision in the Code of Business Conduct and Ethics, rather than filing a Current Report
on Form 8-K, we intend to satisfy any applicable disclosure requirement under Item 5.05 of Form
8-K by posting such information on Aimcos website (www.aimco.com), as necessary. 
 ITEM 11.Executive Compensation SUMMARY COMPENSATION TABLE The following table sets forth the compensation earned with respect to each of the last three
fiscal years, ending on December 31, 2004, 2003 and 2002, respectively, by the directors of the
General Partner and the Chief Executive Officer and each of the four most highly compensated
executive officers, or the Named Executive Officers, of the General Partner and Aimco. All
references to stock and stock-based compensation are to shares of stock of Aimco. Information
regarding stock options and other stock based compensation payable by Aimco has been included for
informational purposes since we will issue to Aimco additional OP Units upon exercise of such stock
options and the contribution to us of the net proceeds therefrom. LongTermCompensation(1)Annual Compensation
    
    
    
    
    
    
    SecuritiesUnderlyingOther
    
    
    Restricted
    
    
    StockAnnual
    
    
    Stock
    
    
    Options/
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Compensa-
    
    
    Awards
    
    
    SARs
    
    
    Compensation ($)Name
and Principal Position
    

Year
    
    

($)
    
    

($)(2)
    
    

tion
($)
    
    

($)(3)
    
    

Awards
(#)
    
    

(4)Terry Considine
    
    
    2004
    
    
    
    300,000
    
    
    
    1,000,000
    
    
    None
    
    
    1,679,652
    (5)
    
    
    300,000
    (6)
    
    
    8,200Chairman of the Board
    
    
    2003
    
    
    
    29,171
    
    
    None
    
    None
    
    None
    
    
    768,227
    (6)
    
    
    5,833of Directors, Chief
Executive Officer and
President
    
    
    2002
    
    
    
    200,000
    
    
    
    510,000
    
    
    None
    
    None
    
    
    615,044
    (6)
    
    
    8,500David Robertson
    
    
    2004
    
    
    
    275,000
    
    
    
    120,000
    (7)
    
    
    307,262
    (8)
    
    
    4,789,711
    (9)
    
    None
    
    NoneExecutive Vice President
    
    
    2003
    
    
    
    200,000
    
    
    
    100,000
    
    
    None
    
    
    746,125
    (9)
    
    
    64,453
    (10)
    
    NonePresident and Chief
Executive Officer
    
    
    2002
    
    
    
    200,000
    
    
    
    360,000
    
    
    None
    
    
    946,784
    (9)
    
    
    161,505
    (10)
    
    NoneAimco CapitalPaul J. McAuliffe
    
    
    2004
    
    
    
    275,000
    
    
    
    447,830
    
    
    None
    
    
    2,097,317
    (11)
    
    None
    
    
    8,200Executive Vice President
    
    
    2003
    
    
    
    200,000
    
    
    
    100,000
    
    
    None
    
    
    716,767
    (11)
    
    
    147,321
    (12)
    
    
    5,000and Chief Financial
Officer
    
    
    2002
    
    
    
    200,000
    
    
    
    360,000
    
    
    None
    
    
    841,586
    (11)
    
    
    150,443
    (12)
    
    
    5,000Miles Cortez
    
    
    2004
    
    
    
    275,000
    
    
    
    303,560
    
    
    None
    
    
    1,511,497
    (13)
    
    None
    
    
    8,200Executive Vice President,
    
    
    2003
    
    
    
    200,000
    
    
    
    175,000
    
    
    None
    
    
    292,378
    (13)
    
    
    31,306
    (14)
    
    
    4,250General Counsel and
    
    
    2002
    
    
    
    200,000
    
    
    
    264,000
    
    
    None
    
    
    479,300
    (13)
    
    
    35,577
    (14)
    
    
    4,250SecretaryLance J. Graber
    
    
    2004
    
    
    
    250,000
    
    
    
    400,000
    (7)
    
    None
    
    
    763,018
    (15)
    
    None
    
    NoneExecutive Vice
    
    
    2003
    
    
    
    200,000
    
    
    
    100,000
    
    
    None
    
    
    576,726
    (15)
    
    None
    
    NonePresident
    
    
    2002
    
    
    
    200,000
    
    
    
    360,000
    
    
    None
    
    
    494,443
    (15)
    
    
    207,965
    (16)
    
    NoneAimco
Capital Transactions East
   (1)
    
    Except as indicated below, with respect to fiscal year 2004, stock options and restricted
stock were granted on February 16, 2005. Stock options and restricted stock granted on
February 16, 2005 vest 20% on each anniversary of the grant date, beginning with the first,
subject to accelerated vesting if Aimco meets a specified calendar year Funds From Operations
target. For the February 16, 2005 restricted stock awards, for the purpose of calculating
the number of shares of restricted stock to be granted, the dollars allocated to restricted
stock were divided by $36.65 per share, which was the average of the high and low trading
prices of Aimcos Class A Common Stock on the ten trading days preceding the grant date. With respect
to fiscal year 2003, stock options were granted on February 19, 2004 at an exercise price of
$32.05 per share and restricted stock was granted on May 15, 2004. With respect to fiscal year
2002, stock options were granted on February 3, 2003 at an exercise price of $36.35 per share
and restricted stock was granted on May 1, 2003. 41




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##### Table of Contents



(2)
    
    Includes all incentive cash compensation earned by the Chief Executive Officer and each of
the Named Executive Officers.(3)
    
    Holders of restricted stock are entitled to receive any dividends declared and paid on such
shares commencing on the date of grant. As required by applicable disclosure rules, the
dollar value of each grant as shown is calculated based on the closing price of Aimcos Common
Stock on the date of grant. The applicable closing prices and trading dates are as follows:
$38.24 on May 1, 2003; $27.88 on May 15, 2004 (May 14, 2004 price used, as May 15, 2004 was
not a trading day); $38.54 on December 31, 2004; and $37.79 on February 16, 2005. Also as
required by applicable disclosure rules, the December 31, 2004 aggregate restricted stock
values reflected in notes (5), (9), (11), (13) and (15) below are based on the closing price
on that date.(4)
    
    Represents non-discretionary matching contributions under Aimcos 401(k) plan.(5)
    
    The dollar value of the 2004 awards shown above is comprised of one grant of 44,447 shares of
restricted stock. On December 31, 2004, the value of these shares was $1,712,987.(6)
    
    The 2004 number reflects one option grant, which was made February 16, 2005 at an exercise
price per share of $38.05. The 2003 number reflects two option grants as follows: options
for 384,113 shares vest 34% on the first anniversary of the grant date and vest 33% on each of
the second and third anniversaries of the grant date, and options for 384,114 shares vest 20%
on each anniversary of the grant date beginning with the first. The 2002 number reflects two
option grants as follows: Options for 150,442 shares vest 34% on the first anniversary of the
grant date and vest 33% on each of the second and third anniversaries of the grant date, and
options for 464,602 shares vest 40% on the second anniversary of the grant date and 20% on
each of the third, fourth and fifth anniversaries of the grant date.(7)
    
    Mr. Robertson is eligible for an additional cash payment of up to $705,000 and Mr. Graber is
eligible for an additional cash payment of up to $600,000, in each case subject to the closure
of certain specified transactions during the first half of 2005.(8)
    
    As previously disclosed, in connection with the relocation arrangement between Mr. Robertson
and Aimco, Aimco reimbursed Mr. Robertson for certain capital gains taxes incurred as a result
of the sale of Mr. Robertsons California residence. In addition, in 2005, an additional
estimated $102,000 will be reimbursed to Mr. Robertson for additional capital gains taxes
incurred in connection with the residence sale.(9)
    
    The dollar value of the 2004 awards shown above is comprised of three grants. First, as part
of 2004 compensation, on February 16, 2005, Mr. Robertson was granted 46,903 shares of
restricted stock. Second, on December 31, 2004, Mr. Robertson was granted 52,563 shares of
restricted stock that vest 25% on each anniversary of the grant date, beginning with the
first. Third, on May 15, 2004, Mr. Robertson was granted 35,562 shares of restricted stock
that vest 20% on each anniversary of the grant date, beginning with the first. The dollar
value of the 2003 awards shown above is comprised of two grants as follows: 13,963 shares of
restricted stock that vest 34% on the first anniversary of the grant date and 33% on each of
the second and third anniversaries of the grant date and 12,799 shares of restricted stock
that vest 20% on each anniversary of the grant date beginning with the first. The dollar
value of the 2002 awards shown above is comprised of one grant as follows: 24,759 shares of
restricted stock that vest 40% on the second anniversary of the grant date and 20% on each of
the third, fourth and fifth anniversaries of the grant date. On December 31, 2004, the value
of these 186,549 shares was $7,189,598.(10)
    
    The 2003 number reflects an option grant that vests 20% on each anniversary of the grant date
beginning with the first. The 2002 number reflects two option grants as follows: options for
84,071 shares vest 34% on the first anniversary of the grant date and vest 33% on each of the
second and third anniversaries of the grant date, and options for 77,434 shares vest 40% on
the second anniversary of the grant date and vest 20% on each of the third, fourth and fifth
anniversaries of the grant date.(11)
    
    The dollar value of the 2004 awards shown above is comprised of two grants. First, as part
of 2004 compensation, on February 16, 2005, Mr. McAuliffe was granted 29,263 shares of
restricted stock. Second, on May 15, 2004, Mr. McAuliffe was granted 35,562 shares of
restricted stock that vest 20% on each anniversary of the grant date, beginning with the
first. The dollar value of the 2003 awards shown above is comprised of two grants as follows:
15,957 shares of restricted stock that vest 34% on the first anniversary of the grant date
and 33% on each of the second and third anniversaries of the grant date and 9,752 shares of
restricted stock that vest 20% on each anniversary of the grant date beginning with the first.
The dollar value of the 2002 awards shown above is comprised of one grant as follows: 22,008
shares of restricted stock that vest 40% on the second anniversary of the grant date and 20%
on each of the third, fourth and fifth anniversaries of the grant date. On December 31, 2004,
the value of theses 112,542 shares was $4,337,369.(12)
    
    The 2003 number reflects an option grant that vests 20% on each anniversary of the grant date
beginning with the first. The 2002 number reflects two option grants as follows: options for
84,071 shares vest 34% on the first anniversary of the grant date and vest 33% on each of the
second and third anniversaries of the grant date, and options for 66,372 shares vest 40% on
the second anniversary of the grant date and 20% on each of the third, fourth and fifth
anniversaries of the grant date. 42




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##### Table of Contents



(13)
    
    The dollar value of the 2004 awards shown above is comprised of two grants. First, as part
of 2004 compensation, on February 16, 2005, Mr. Cortez was granted 13,761 shares of restricted
stock. Second, on May 15, 2004, Mr. Cortez was granted 35,562 shares of restricted stock that
vest 20% on each anniversary of the grant date, beginning with the first. The dollar value of
the 2003 awards shown above is comprised of two grants as follows: 5,652 shares of restricted
stock that vest 34% on the first anniversary of the grant date and 33% on each of the second
and third anniversaries of the grant date and 4,835 shares of restricted stock that vest 20%
on each anniversary of the grant date beginning with the first. The dollar value of the 2002
awards shown above is comprised of two grants as follows: 567 shares that vest 34% on the
first anniversary of the grant date and 33% on each of the second and third anniversaries of
the grant date and 11,967 shares that vest 40% on the second anniversary of the grant date and
20% on each of the third, fourth and fifth anniversaries of the grant date. On December 31,
2004, the value of these 72,344 shares was $2,788,138.(14)
    
    The 2003 number reflects an option grant that vests 20% on each anniversary of the grant date
beginning with the first. The 2002 number reflects an option grant that vests 34% on the
first anniversary of the grant date and 33% vests on each of the second and third
anniversaries of the grant date.(15)
    
    The dollar value of the 2004 awards shown above is comprised of one grant of 20,191 shares of
restricted stock. The dollar value of the 2003 awards shown above is comprised of two grants
as follows: 9,309 shares of restricted stock that vest 34% on the first anniversary of the
grant date and 33% on each of the second and third anniversaries of the grant date and 11,377
shares of restricted stock that vest 20% on each anniversary of the grant date beginning with
the first. The dollar value of the 2002 awards shown above is comprised of one grant as
follows: 12,930 shares of restricted stock that vest 40% on the second anniversary of the
grant date and 20% on each of the third, fourth and fifth anniversaries of the grant date.
On December 31, 2004, the value of these 53,807 shares was $2,073,722.(16)
    
    Reflects two option grants, each of which was made on February 3, 2003 at an exercise price
of $36.35 per share. Of the total, options for 84,071 shares vest 34% on the first anniversary of the grant date
and 33% vest on each of the second and third anniversaries of the grant date, and options for 123,894
shares vest 40% on the second anniversary of the grant date and 20% on each of the third, fourth and
fifth anniversaries of the grant date. 43




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##### Table of Contents



OPTION/SAR GRANTS IN LAST FISCAL YEAR Information on options to purchase shares of Aimco stock granted in fiscal year 2004 to the
Named Executive Officers is set forth in the following table. Individual
Grants(1)Number of
    
    
    % of TotalSecurities
    
    
    Options/SARsUnderlying
    
    
    Granted To
    
    
    Exercise orOptions/SARs
    
    
    Employees in
    
    
    Base Price
    
    
    Expiration
    
    
    Grant DateName
    
    Granted (#)(2)
    
    
    Fiscal Year
    
    
    ($/Sh)
    
    
    Date
    
    
    Present Value ($)(3)Terry Considine (4)
    
    
    768,227
    
    
    
    62.6
    %
    
    $
    32.05
    
    
    
    2/19/2014
    
    
    $
    1,720,829David Robertson
    
    
    64,453
    
    
    
    5.3
    
    
    
    32.05
    
    
    
    2/19/2014
    
    
    
    144,375Paul J. McAuliffe
    
    
    147,321
    
    
    
    12.0
    
    
    
    32.05
    
    
    
    2/19/2014
    
    
    
    329,999Miles Cortez
    
    
    31,306
    
    
    
    2.6
    
    
    
    32.05
    
    
    
    2/19/2014
    
    
    
    70,125Lance J. Graber
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   (1)
    
    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 options granted under the 1997 Stock Plan equal the fair market value of a share of
Common Stock on the date of grant. The exercise price of non-qualified options issued under
the 1997 Stock Plan generally equals the fair market value of a share of Aimco Class A Common
Stock on the date of grant.(2)
    
    For 384,113 options granted to Mr. Considine, the vesting schedule is on the first (34%),
second (33%) and third (33%) anniversaries of the grant date of February 19, 2004. For 384,114
options, 64,453 options, 147,321 options and 31,306 options for Messrs. Considine, Robertson,
McAuliffe and Cortez, respectively, vesting is 20% on each anniversary of the grant date of
February 19, 2004, beginning with the first.(3)
    
    The estimated present value at grant date of option grants in fiscal year 2004 has been
calculated using a value of $2.24 per option, which value was derived using the Black-Scholes
option pricing model based on the following assumptions: exercise price per share of $32.05;
an expected life of the option of five years; a fixed dividend yield
of 7.49% over the life of the
option; a risk free rate of 3.47%; and historical volatility of
19.14% for Aimcos Class A Common
Stock over five years. For accounting purposes, the compensation cost related to these options
is based on the number of options multiplied by the $2.24 per option Black-Scholes valuation, and
such compensation cost generally will be recognized over the vesting period.
The ultimate value of these options depends on the actual performance
of 44




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##### Table of Contents



Aimcos Common Stock during the applicable period and upon when options are exercised. No gain
to the optionee is possible without an increase in the share price, which would benefit all
stockholders as well.(4)
    
    Does not reflect options granted on February 16, 2005, at an exercise price of $38.05 per
share, as part of 2004 compensation to Mr. Considine. Mr. Considine received one option grant
for 300,000 shares. The grant vests 20% on each anniversary of the grant date, beginning with
first. As of the grant date, the estimated present value of this award was $1,071,000 based
on a value of $3.57 per option, which value was derived using the Black-Scholes option pricing
model based on the following assumptions: exercise price per share of $38.05; an expected
life of the option of five years; a fixed dividend yield of 6.31% over the life of the option;
a risk free rate of 4.10%; and historical volatility of 19.0% for Aimco Class A Common Stock
over five years. For accounting purposes, the compensation cost
related to these options is based on the number of options multiplied by the
$3.57 per option Black-Scholes valuation, and such compensation cost
generally will be recognized over the vesting period.
The ultimate value of these options depends on the actual performance of
Aimco Class A Common Stock during the applicable period and upon when options are exercised.
No gain to the optionee is possible without an increase in the share price, which would
benefit all stockholders as well. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR ANDFISCAL YEAR-END OPTION/SAR VALUES Information on Aimcos option exercises during 2004 by the Named Executive Officers, and the
value of unexercised Aimco options held by Named Executive Officers at December 31, 2004 is set
forth in the following table. Number of Securities
    
    
    Value of UnexercisedUnderlying Unexercised
    
    
    In-the-Money Options/SARs atShares
    
    
    
    
    
    
    Options/SARs at FY-End (#)
    
    
    FY-End ($)(1)Acquired
    
    
    ValueName
    
    on Exercise (#)
    
    
    Realized ($)
    
    
    Exercisable
    
    
    Unexercisable(2)
    
    
    Exercisable
    
    
    UnexercisableTerry Considine (2)
    
    None
    
    None
    
    
    3,782,558
    
    
    
    1,917,977
    
    
    $
    3,529,248
    
    
    $
    6,223,803David Robertson
    
    None
    
    None
    
    
    61,918
    
    
    
    364,040
    
    
    
    62,599
    
    
    
    709,397Paul J. McAuliffe
    
    None
    
    None
    
    
    342,763
    
    
    
    402,318
    
    
    
    371,352
    
    
    
    1,223,173Miles Cortez
    
    None
    
    None
    
    
    144,217
    
    
    
    152,969
    
    
    
    26,490
    
    
    
    254,599Lance J. Graber
    
    None
    
    None
    
    
    218,584
    
    
    
    179,381
    
    
    
    70,199
    
    
    
    392,844
   (1)
    
    Market value of underlying securities at fiscal year-end, less the exercise price. Market
value is determined based on the closing price of Aimco Class A Common Stock on the New York
Stock Exchange on December 31, 2004 of $38.54 per share.(2)
    
    Does not include options for 300,000 shares granted to Mr. Considine on February 16,
2005. EMPLOYMENT ARRANGEMENTS Mr. Considine receives annual cash compensation pursuant to an employment contract with the
Company. The initial two-year term of this contract expired in July 1996 but the contract is
automatically renewed for successive one-year terms unless Mr. Considine is terminated by the
Company. The base salary payable under the employment contract is subject to annual review and
adjustment by the Compensation and Human Resources Committee of the Board of Directors of Aimco.
For 2004, Mr. Considine received $300,000 base salary. Mr. Considine is also eligible
for a bonus set by the Compensation and Human Resources Committee of the Board of Directors of
Aimco. See Compensation and Human Resources Committee Report to Stockholders. This employment contract provides that upon a change in control of the Aimco or a termination
of employment under certain circumstances, Mr. Considine will be entitled to a payment equal to
three times the average annual salary for the previous three years. The contract provides that
during the term of the contract and for one year thereafter in no event will Mr. Considine engage
in the acquisition, development, operation or management of other multifamily rental apartment
properties outside of Aimco. In addition, the contract provides that the Mr. Considine will not
engage in any active or passive investment in property relating to multifamily rental apartment
properties, with the exception of the ownership of up to 1% of the securities of any
publicly-traded company involved in those activities. 45




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The December 31, 2004, grant to Mr. Robertson of 52,563 shares of restricted stock vests 25%
on each anniversary of the grant date, beginning with the first and is subject to acceleration upon
termination of employment under certain circumstances and upon a change in control. In addition,
the form of restricted stock agreement used for restricted stock
awards, including grants those to
Messers. Considine, Robertson, McAuliffe, Cortez and Graber, includes a provision for accelerated
vesting upon a change in control. Effective in January 2002, Aimco entered into certain non-competition and non-solicitation
agreements with a number of employees, including Messrs. Considine, Robertson, McAuliffe, Cortez
and Graber. Pursuant to the agreements, in consideration for payment of certain bonus and
restricted stock, each of these executives agreed that during the term of his employment with Aimco
and for a period of two (2) years following the termination of his employment, except in
circumstances where there was a change in control of Aimco, he could not (i) be employed by a
competitor of Aimco named on a schedule to the agreement, (ii) solicit other employees to leave
Aimcos employ or (iii) solicit customers of Aimco to terminate their relationship with Aimco. The
agreements further required that the executives protect Aimcos trade secrets and confidential
information. The agreements provide that in order to enforce the above-noted non-competition condition
following the executives termination of employment by the Company without cause, each of Messrs.
Considine, Robertson, McAuliffe, Cortez and Graber will receive, for a period not to exceed the
earlier of twenty-four (24) months following such termination or the date of acceptance of
employment with a non-competitor, (i) severance pay in an amount, if any, to be determined by Aimco
in its sole discretion and (ii) a monthly payment equal to two-thirds (2/3) of such executives
monthly base salary at the time of termination. For purposes of these agreements, cause is defined to mean, among other things, the
executives (i) breach of the agreement, (ii) failure to perform required employment services,
(iii) misappropriation of funds or property, (iv) indictment, conviction, plea of guilty or
plea of no contest to a crime involving fraud or moral turpitude, or (v) negligence, fraud, breach
of fiduciary duty, misconduct or violation of law. 46




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##### Table of Contents



ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters The following table sets forth certain information available to the Company, as of March 4,
2005, with respect to OP Units of the Company beneficially owned by (i) each director and nominee,
the chief executive officer of the General Partner and the Named Executive Officers of the General
Partner who were serving as of March 1, 2005, and (ii) all directors and executive officers as a
group. The table also sets forth certain information available to the Company, as of March 4, 2005,
with respect to OP Units held by each person known to the Company to be the beneficial owner of
more than 5% of such OP Units. This table does not reflect options that are not exercisable within
60 days. Unless otherwise indicated, each person has sole voting and investment power with respect
to the securities beneficially owned by that person. The business address of each of the following
directors and executive officers is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado
80237, unless otherwise specified. PercentageNumber of
    
    
    Ownership of theName and Address of Beneficial Owner
    
    OP Units
    
    
    Partnership (1)Directors & Executive Officers of the General Partner:Terry Considine
    
    
    2,439,557
    (2)
    
    
    2.3
    %David Robertson
    
    
    
    
    
    
    *Paul J. McAuliffe
    
    
    6,358
    (3)
    
    
    *Miles Cortez
    
    
    
    
    
    
    *Lance J. Graber
    
    
    
    
    
    
    *All
directors and executive officers as a group (11 persons)
    
    
    2,498,366
    (4)
    
    
    2.3
    %5% or Greater Holders:AIMCO-LP, Inc.
    
    
    95,651,884
    (5)
    
    
    89.8
    %
   *
    
    Less than 1.0%  (1)
    Represents the number of OP Units and Class I High Performance Partnership Units or the Class
I Units, beneficially owned, divided by the total number of OP Units and Class I Units
outstanding.(2)
    Includes 850,185 common OP Units and 1,589,372 Class I Units that represent 10.1% of OP Units
outstanding and 66.8% of Class I Units outstanding, respectively. The 850,185 common OP Units
include 510,452 common OP Units held directly, 179,735 common OP Units held by an entity in
which Mr. Considine has sole voting and investment power, 2,300 common OP Units held by
Titahotwo, and 157,698 common OP Units held by Mr. Considines spouse, for which Mr. Considine
disclaims beneficial ownership. All Class I Units are held by Titahotwo.(3)
    Represents Class I Units, which constitute less 1% of the class outstanding.(4)
    Includes 850,466 common OP Units and 1,716,911 Class I Units, which represent 10.1% of OP
Units outstanding and 72.2% of Class I Units outstanding, respectively.(5)
    Represents OP Units. 47




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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS There
are no compensation plans under which equity securities of the Partnership
are authorized for issuance. Information on equity compensation plans as of the
end of the 2004 fiscal year under which
equity securities of Aimco are authorized for issuance is set forth in the following table. Number of securitiesremaining availableforfuture issuance underequity compensationNumber of securities to be
    
    
    
    
    
    
    plans (excludingissued upon exercise of
    
    
    Weighted average
    
    
    securities subject tooutstanding options
    
    
    exercise price of
    
    
    outstandingwarrants
    
    
    outstanding options,
    
    
    unexercisedPlan Category
    
    and rights
    
    
    warrants and rights
    
    
    grants)Equity compensation
plans
approved by security
holders
    
    
    10,762,312
    
    
    $
    38.80
    
    
    
    4,889,611Equity compensation
plans
not approved by
security holders
    
    
    49,772
    (1)
    
    
    39.78
    
    
    
    -0-
   (1)
    
    Includes outstanding options that were assumed by Aimco in a 1998 merger. 
 ITEM 13.Certain Relationships and Related Transactions From time to time,
the Partnership has entered into various transactions with certain of its executive
officers and directors. The Partnership attempts to price such transactions based on fair market value, and
believes that the transactions are on terms that are as favorable to the Partnership as could be
achieved with unrelated third parties. High Performance Units In
2004, we sold to a limited liability company owned by members of
senior management and other employees of the Companys subsidiaries (approximately 73% by a
Considine family partnership and approximately 18% by other employees, including Messrs. Robertson,
McAuliffe and Cortez) an aggregate of 4,109 Class VII Units for approximately $752,000. The sale
was approved by Aimcos stockholders at the 2004 Annual Stockholders Meeting. Based on the total
return of Aimcos Common Stock during 2004, compared to the Morgan Stanley REIT Index, and a
minimum 11% return, the Class VII Units were valued at $0 for the period of January 1, 2004 through
December 31, 2004, however, the full measurement period ends on December 31, 2006. Based on the total return of Aimco Class A Common Stock during 2002, 2003 and 2004, compared
to the Morgan Stanley REIT Index, and a 36.8% minimum return, the Class V Units were valued at $0
as of January 1, 2005 and the allocable investment made by the
investors of $937,601 was lost. Based on the total return of Aimco Class A Common Stock during 2003 and 2004, compared to the
Morgan Stanley REIT Index, and a minimum 23.2% return, the Class VI Units were valued at $0 for the
period of January 1, 2003 through December 31, 2004, however, the full measurement period ends on
December 31, 2005. We are currently proposing, if approved by Aimcos stockholders at its 2005 Annual
Stockholders Meeting, to issue up to 5,000 Class VIII Units to a limited liability company that
we expect will be owned by members of senior management (including up to 90% by a
Considine family partnership) and other employees of the Companys subsidiaries. The aggregate purchase
price for the Class VIII Units is $780,000. See Proposal 3: Approval of the Sale of High
Performance Units. Stock Purchase Loans From time to time, prior to the effectiveness of the Sarbanes-Oxley Act of 2002 in July 2002,
Aimco made loans to its executive officers to finance their purchase of shares of Aimco Class A
Common Stock from Aimco. In order to 48




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##### Table of Contents



comply with the Sarbanes-Oxley Act of 2002, Aimco no longer provides loans to executive officers
and will not make any material modification to any existing loans to executive officers. The
following table sets forth certain information with respect to stock purchase loans to executive
officers. For those officers who have no such loans, no information is shown. Highest Amount
    
    
    Amount RepaidInterest
    
    
    Owed During
    
    
    Since Inception
    
    
    March 15, 2005Name
    
    Rate
    
    
    2004
    
    
    (through 3/15/05)(1)
    
    
    Balance (1)Terry Considine
    
    
    7.25
    %
    
    $
    10,698,175
    
    
    $
    28,296,808
    
    
    $
    7,539,182Jeffrey W. Adler
    
    
    6.00
    %
    
    
    545,375
    
    
    
    169,943
    
    
    
    430,072Harry G. Alcock
    
    
    7.18
    %
    
    
    622,473
    (2)
    
    
    821,734
    
    
    
    472,272Miles Cortez
    
    
    7.25
    %
    
    
    2,929,550
    
    
    
    138,543
    
    
    
    2,861,502Patti K. Fielding
    
    
    7.25
    %
    
    
    532,317
    
    
    
    351,277
    
    
    
    268,723Lance J. Graber
    
    
    7.00
    %
    
    
    1,779,360
    
    
    
    208,026
    
    
    
    1,716,974Paul J. McAuliffe
    
    
    7.00
    %
    
    
    1,757,420
    
    
    
    875,747
    
    
    
    1,524,258David Robertson
    
    
    6.75
    %
    
    
    2,894,171
    
    
    
    182,065
    
    
    
    2,817,944$
    21,758,841
    
    
    $
    31,044,143
    
    
    $
    17,630,927
   (1)
    These loans are secured by shares of Aimco Class A Common
Stock as follows: Mr. Considine: 660,000 shares purchased at $30.00 per share;
Mr. Adler: 13,260 shares purchased at $45.25 per share; Mr. Alcock: 11,644 shares purchased
at $36.50 per share and 12,000 shares purchased at $38.50 per share;
Mr. Cortez: 62,731 shares purchased at $48.10 per share;
Ms. Fielding: 10,000 shares purchased at $43.00 per share;
Mr. Graber: 50,000 shares purchased at $38.50 per share;
Mr. McAuliffe: 64,865 shares purchased at $37.00 per share;
Mr. Robertson: 68,603 shares purchased at $43.73 per share.
Balances reflect anticipated payments based on payroll deductions
scheduled for March 15, 2005.(2)
    Reflects a weighted average interest rate based on
March 15, 2005 loan balances for two outstanding loans. Loans Related To High Performance Units From time to time,
prior to the effectiveness of the Sarbanes-Oxley Act of 2002 in July 2002,
Aimco made loans to certain of our executive officers and employees to finance their investment in
High Performance Units through a limited liability company owned by a limited number of Aimco
employees. Each loan is a full recourse loan repayable pursuant to an installment payment or a
payroll deduction plan. No such loan has ever been made to Mr. Considine. The following table sets
forth certain information with respect to these loans. The employees named below are the Named
Executive Officers; however, no information is shown for the Named Executive Officers who had no
such loans outstanding in 2004. Other executive officers and non-executive officers who received
loans are grouped in the other employees category. In order to comply with the Sarbanes-Oxley Act
of 2002, the Company no longer provides loans to executive officers and will not make any material
modification to any existing loans to executive officers. Highest Amount
    
    
    Amount RepaidInterest
    
    
    Owed During
    
    
    Since Inception
    
    
    March 15, 2005Name
    
    Rate
    
    
    2004
    
    
    (through 3/15/05)(1)
    
    
    Balance (1)Paul J. McAuliffe
    
    
    7.00
    %
    
    $
    206,224
    
    
    $
    484,252
    
    
    $
    0David Robertson
    
    
    7.00
    %
    
    
    10,020
    
    
    
    21,320
    
    
    
    0Lance J. Graber
    
    
    7.00
    %
    
    
    35,855
    
    
    
    71,711
    
    
    
    0Other employees as
a group (51
persons)
    
    
    7.00
    %
    
    
    518,101
    
    
    
    1,483,497
    
    
    
    0$
    770,200
    
    
    $
    2,060,780
    
    
    $
    0
   (1)
    Balances reflect anticipated payment based on payroll deductions scheduled for March 15,
2005. Relocation Arrangements On March 4, 2004 and as disclosed previously, the Company entered into several agreements with
Mr. Robertson and his wife in connection with their relocation from California to Denver, Colorado,
the location of the Companys headquarters. The terms of the agreements included: (i) the purchase
by the Company of the Robertsons residence in California for approximately $4,550,000, which price
represented the average of two certified independent appraisals of the residence; (ii) the payment
by the Company of all closing and related costs in connection with such purchase from the
Robertsons (approximately $15,000); (iii) the reimbursement to the Company by the Robertsons of
$3,800 in property taxes not yet due and payable for the period from January 1, 2004 through March
4, 2004; (iv) the reimbursement to the Robertsons by the Company of approximately $400,000 for
capital gain taxes incurred by the Robertsons as a result of the sale of this residence; (v) the
right of the Robertsons to rent the residence on a month-to-month basis at a rate of $5,000 per
month (until the sale of the residence by the Company and subject to certain conditions); (vi) the
reimbursement to the Robertsons by the Company of any improvement costs expended by the Robertsons
to improve the residence during the term of their lease in an amount not to exceed $25,000; and (vii) the
reimbursement to the Robertsons by the Company of all relocation expenses of the Robertsons and
their dependents as well as certain costs related to the purchase of a new residence in Colorado. 49




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During
2004, the Company assisted Jeff Adler, Aimcos Executive Vice
President Property Operations, with certain arrangements related to the sale of
his home, including the purchase by the Company of his home at his
original purchase price of approximately $600,000, which
was approximately $175,000 in excess of the then current fair market value, and
reimbursement by the Company of approximately $120,000 for taxes
incurred by Mr. Adler on the sale of his home. Property and Investment Analysis Arrangement In connection with the analysis and review of certain potential property investments, Aimco
entered into a contract with ACP Advisors LLC. During 2004, Aimco paid ACP Advisors LLC fees in an
aggregate amount of $155,600 plus reimbursement of direct expenses. Aimcos current arrangement
with ACP Advisors LLC is due to expire April 30, 2005. Roger Cortez and Miles Cortez III are the
sole members of ACP Advisors. Roger Cortez is the brother and Miles Cortez III is the son of Mr.
Cortez, Aimcos Executive Vice President, General Counsel and Secretary. Mr. Cortez does not have
an interest in ACP Advisors LLC. 
 ITEM 14.Principal Accountant Fees and Services Principal Accountant Fees The aggregate fees billed for services rendered by Ernst & Young LLP during the years ended
December 31, 2004 and 2003 were approximately $10.5 million and $14.5 million, respectively and are
described below. Audit Fees Fees for audit services totaled approximately $7.4 million in 2004 and approximately $6.2
million in 2003. These amounts include fees associated with the annual audit of the financial
statements of Aimco, its internal control over financial reporting (which includes procedures
related to the implementation of the internal control provisions set forth in Section 404 of
Sarbanes-Oxley Act of 2002), and the financial statements of certain of its consolidated
subsidiaries and unconsolidated investees. Fees for audit services also include fees for the
reviews of Aimcos Quarterly Reports on Form 10-Q, registration statements filed with the SEC,
other SEC filings, equity or debt offerings, comfort letters and consents. Audit-Related Fees Fees for audit-related services totaled approximately $1.3 million in 2004 and approximately
$3.0 million in 2003. Audit-related services principally include various audit and attest work not
required by statute or regulation, benefit plan audits, due diligence in connection with
acquisitions, and accounting consultations. Tax Fees Fees billed for tax services, including tax compliance services for approximately 530
subsidiaries or affiliates of the Company, tax advice and tax planning totaled approximately $1.7
million in 2004 and $5.0 million in 2003. The difference between the two amounts is substantially
due to the timing of services rendered and related billing All Other Fees Fees for all other services not included above totaled approximately $0.02 million in 2004 and
$0.3 million in 2003, principally consisting of real estate advisory services and risk management
advisory services. There were no fees billed or incurred in 2004 or 2003 related to financial
information systems design and implementation. Included in the fees
above are audit and tax compliance fees of $5.7 million and $8.3 million
for 2004 and 2003, respectively, for services provided to approximately 530 consolidated and
unconsolidated partnerships for which an Aimco subsidiary is the general partner. Audit Committee of Aimcos Board of Directors Pre-Approval Policies In 2003, the Audit Committee of Aimcos Board of Directors adopted the Audit and Non-Audit
Services Pre-Approval Policy (the Pre-approval Policy), which the Audit Committee of Aimcos
Board of Directors reviewed and 50




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##### Table of Contents



again approved, with minor modifications, in October 2004. The Pre-approval Policy describes the
Audit, Audit-related, Tax and Other Permitted services that have the general pre-approval of the
Audit Committee of Aimcos Board of Directors, typically subject to a dollar limit of $25,000. The
term of any general pre-approval is generally twelve (12) months from the date of pre-approval,
unless the Audit Committee of Aimcos Board of Directors considers a different period and states
otherwise. At least annually, the Audit Committee of Aimcos Board of Directors will review and
pre-approve the services that may be provided by the independent auditor without obtaining specific
pre-approval from the Audit Committee of Aimcos Board of Directors. In accordance with this
review, the Audit Committee may add to or subtract from the list of general pre-approved services
or modify the permissible dollar limit associated with pre-approvals. As set forth in the
Pre-approval Policy, unless a type of service has received general pre-approval and is anticipated
to be within the dollar limit associated with the general pre-approval, it will require specific
pre-approval by the Audit Committee of Aimcos Board of Directors if it is to be provided by the
independent auditor. For both types of pre-approval, the Audit Committee of Aimcos Board of
Directors will consider whether such services are consistent with the rules on auditor
independence. The Audit Committee of Aimcos Board of Directors will also consider whether the
independent auditor is best positioned to provide the most effective and efficient service, for
reasons such as its familiarity with Aimcos business, people, culture, accounting systems, risk
profile and other factors, and whether the service might enhance Aimcos ability to manage or
control risk or improve audit quality. All such factors will be considered as a whole, and no one
factor will necessarily be determinative. 51




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##### Table of Contents



PART IV 
 ITEM 15.Exhibits, Financial Statement Schedules (a)(1)
    
    The financial statements listed in the Index to Financial Statements on Page F-1
of this report are filed as part of this report and incorporated herein by reference.(a)(2)
    
    The financial statement schedule listed in the Index to Financial Statements on
Page F-1 of this report is filed as part of this report and incorporated herein by reference.(a)(3)
    
    The Exhibit Index is incorporated herein
by reference.
 INDEX TO EXHIBITS (1)(2) EXHIBIT NO.
    
    DESCRIPTION2.1
    
    Agreement and Plan of Merger, dated as of December 3, 2001, by
and among Apartment Investment and Management Company, Casden
Properties, Inc. and XYZ Holdings LLC (Exhibit 2.1 to Aimcos
Current Report on Form 8-K, filed December 6, 2001, is
incorporated herein by this reference)10.1
    
    Third Amended and Restated Agreement of Limited Partnership of
AIMCO Properties, L.P., dated as of July 29, 1994 as amended
and restated as of October 1, 1998 (Exhibit 10.8 to Aimcos
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998, is incorporated herein by this reference)10.2
    
    First Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
November 6, 1998 (Exhibit 10.9 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998,
is incorporated herein by this reference)10.3
    
    Second Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
December 30, 1998 (Exhibit 10.1 to Amendment No. 1 to Aimcos
Current Report on Form 8-K/A, filed February 11, 1999, is
incorporated herein by this reference)10.4
    
    Third Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
February 18, 1999 (Exhibit 10.12 to Aimcos Annual Report on
Form 10-K for the year ended December 31 1998, is incorporated
herein by this reference)10.5
    
    Fourth Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
March 25, 1999 (Exhibit 10.2 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1999, is
incorporated herein by this reference)10.6
    
    Fifth Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
March 26, 1999 (Exhibit 10.3 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1999, is
incorporated herein by this reference)10.7
    
    Sixth Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
March 26, 1999 (Exhibit 10.1 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1999, is
incorporated herein by this reference)10.8
    
    Seventh Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
September 27, 1999 (Exhibit 10.1 to Aimcos Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
1999, is incorporated herein by this reference)10.9
    
    Eighth Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
December 14, 1999 (Exhibit 10.9 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1999, is
incorporated herein by reference)
 52




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.10
    
    Ninth Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
December 21, 1999 (Exhibit 10.10 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1999, is
incorporated hereby by reference)10.11
    
    Tenth Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
December 21, 1999 (Exhibit 10.11 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1999, is
incorporated herein by reference)10.12
    
    Eleventh Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
January 13, 2000 (Exhibit 10.12 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1999, is
incorporated herein by reference)10.13
    
    Twelfth Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
April 19, 2000 (Exhibit 10.2 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000, is
incorporated herein by this reference)10.14
    
    Thirteenth Amendment to the Third and Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of August 7, 2000 (Exhibit 10.1 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended June 30, 2000, is incorporated herein
by this reference)10.15
    
    Fourteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of September 12, 2000 (Exhibit 10.1 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended September 30, 2000, is incorporated
herein by this reference)10.16
    
    Fifteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of September 15, 2000 (Exhibit 10.2 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended September 30, 2000, is incorporated
herein by this reference)10.17
    
    Sixteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of September 15, 2000 (Exhibit 10.3 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended September 30, 2000, is incorporated
herein by this reference)10.18
    
    Seventeenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of November 10, 2000 (Exhibit 10.4 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended September 30, 2000, is incorporated
herein by this reference)10.19
    
    Eighteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of November 16, 2000 (Exhibit 10.19 to Aimcos Annual
Report on Form 10-K/A for the fiscal year 2000, is
incorporated herein by this reference)10.20
    
    Nineteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of February 28, 2001 (Exhibit 10.20 to Aimcos Annual
Report on Form 10-K/A for the fiscal year 2000, is
incorporated herein by this reference)10.21
    
    Twentieth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of March 19, 2001 (Exhibit 10.21 to Aimcos Annual
Report on Form 10-K/A for the fiscal year 2000, is
incorporated herein by this reference)10.22
    
    Twenty-first Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of May 10, 2001 (Exhibit 10.1 to the Quarterly Report
on Form 10-Q of AIMCO Properties, L.P. for the quarterly
period ended June 30, 2001, is incorporated herein by this
reference)10.23
    
    Twenty-second Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of June 20, 2001 (Exhibit 10.2 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended June 30, 2001, is incorporated herein
by this reference)
 53




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.24
    
    Twenty-third Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 20, 2001 (Exhibit 10.3 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended June 30, 2001, is incorporated herein
by this reference)10.25
    
    Twenty-fourth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of August 1, 2001 (Exhibit 10.4 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended June 30, 2001, is incorporated herein
by this reference)10.26
    
    Twenty-fifth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 2, 2001 (Exhibit 10.5 to the Quarterly Report
on Form 10-Q of AIMCO Properties, L.P. for the quarterly
period ended June 30, 2001, is incorporated herein by this
reference)10.27
    
    Twenty-sixth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 2, 2001 (Exhibit 10.6 to the Quarterly Report
on Form 10-Q of AIMCO Properties, L.P. for the quarterly
period ended June 30, 2001, is incorporated herein by this
reference)10.28
    
    Twenty-seventh Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 2, 2001 (Exhibit 10.7 to the Quarterly Report
on Form 10-Q of AIMCO Properties, L.P. for the quarterly
period ended June 30, 2001, is incorporated herein by this
reference)10.29
    
    Twenty-eighth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of March 25, 2002 (Exhibit 10.1 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended March 31, 2002, is incorporated herein
by this reference)10.30
    
    Twenty-ninth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of March 11, 2002 (Exhibit 10.2 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended March 31, 2002, is incorporated herein
by this reference)10.31
    
    Thirtieth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of April 1, 2002 (Exhibit 10.3 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended March 31, 2002, is incorporated herein
by this reference)10.32
    
    Thirty-first Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of April 10, 2002 (Exhibit 10.4 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended March 31, 2002, is incorporated herein
by this reference)10.33
    
    Thirty-second Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of May 14, 2002 (Exhibit 10.1 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2002, is incorporated herein by this reference)10.34
    
    Thirty-third Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of November 27, 2002 (Exhibit 10.34 to Aimcos Annual
Report on Form 10-K for the year ended December 31, 2002, is
incorporated herein by this reference)10.35
    
    Thirty-fourth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of April 29, 2003 (Exhibit 10.1 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
2003, is incorporated herein by this reference)10.36
    
    Thirty-fifth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of April 30, 2003 (Exhibit 10.2 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
2003, is incorporated herein by this reference)
 54




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.37
    
    Thirty-sixth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 16, 2003 (Exhibit 10.1 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2003, is incorporated herein by this reference)10.38
    
    Thirty-seventh Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 24, 2003 (Exhibit 10.2 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2003, is incorporated herein by this reference)10.39
    
    Thirty-eighth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of January 30, 2004 (Exhibit 10.39 to Aimcos Annual
Report on Form 10-K for the year ended December 31, 2003, is
incorporated herein by this reference)10.40
    
    Thirty-ninth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of March 17, 2004 (Exhibit 10.1 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
2004, is incorporated herein by this reference)10.41
    
    Fortieth Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
June 18, 2004 (Exhibit 10.1 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2004, is
incorporated herein by this reference)10.42
    
    Forty-First Amendment to Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
September 24, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.s
Current Report on Form 8-K dated September 24, 2004, is
incorporated herein by this reference)10.43
    
    Forty-Second Amendment to Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
September 30, 2004 (Exhibit 4.2 to AIMCO Properties, L.P.s
Current Report on Form 8-K dated September 24, 2004, is
incorporated herein by this reference)10.44
    
    Forty-Third Amendment to Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
September 30, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.s
Current Report on Form 8-K dated September 29, 2004, is
incorporated herein by this reference)10.45
    
    Forty-fourth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of December 21, 2004 (Exhibit 4.1 to AIMCO
Properties, L.P.s Current Report on Form 8-K dated September
29,2004, is incorporated herein by this reference)10.46
    
    Forty-fifth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of February 18, 2005 (Exhibit 4.1 to AIMCO
Properties, L.P.s Current Report on Form 8-K dated February
18, 2005, is incorporated herein by this reference)10.47
    
    Forty-sixth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of February 28, 2005 (Exhibit 4.1 to AIMCO
Properties, L.P.s Current Report on Form 8-K dated February
28, 2005, is incorporated herein by this reference)10.48
    
    Amended and Restated Secured Credit Agreement, dated as of
November 2, 2004, by and among Aimco, AIMCO Properties, L.P.,
AIMCO/Bethesda Holdings, Inc., and NHP Management Company as
the borrowers and Bank of America, N.A., Keybank National
Association, and the Lenders listed therein (Exhibit 4.1 to
Aimcos Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2004, is incorporated herein by this
reference)10.49
    
    Master Indemnification Agreement, dated December 3, 2001, by
and among Apartment Investment and Management Company, AIMCO
Properties, L.P., XYZ Holdings LLC, and the other parties
signatory thereto (Exhibit 2.3 to Aimcos Current Report on
Form 8-K, filed December 6, 2001, is incorporated herein by
this reference)10.50
    
    Tax Indemnification and Contest Agreement, dated December 3,
2001, by and among Apartment Investment and Management
Company, National Partnership Investments, Corp., and XYZ
Holdings LLC and the other parties signatory thereto (Exhibit
2.4 to Aimcos Current Report on Form 8-K, filed December 6,
2001, is incorporated herein by this reference)
 55




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EXHIBIT NO.
    
    DESCRIPTION10.51
    
    Limited Liability Company Agreement of AIMCO JV Portfolio #1,
LLC dated as of December 30, 2003 by and among AIMCO BRE I,
LLC, AIMCO BRE II, LLC and SRV-AJVP#1, LLC (Exhibit 10.54 to
Aimcos Annual Report on Form 10-K for the year ended December
31, 2003, is incorporated herein by this reference)10.52
    
    Employment Contract executed on July 29, 1994 by and between
AIMCO Properties, L.P. and Terry Considine (Exhibit 10.44C to
Aimcos Annual Report on Form 10-K for the year ended December
31, 1994, is incorporated herein by this reference)*10.53
    
    Apartment Investment and Management Company 1997 Stock Award
and Incentive Plan (October 1999) (Exhibit 10.26 to Aimcos
Annual Report on Form 10-K for the year ended December 31,
1999, is incorporated herein by this reference)*10.54
    
    Form of Restricted Stock Agreement (1997 Stock Award and
Incentive Plan) (Exhibit 10.11 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1997,
is incorporated herein by this reference)*10.55
    
    Form of Incentive Stock Option Agreement (1997 Stock Award and
Incentive Plan) (Exhibit 10.42 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1998, is
incorporated herein by this reference)*10.56
    
    Amended and Restated Apartment Investment and Management
Company Non-Qualified Employee Stock Option Plan (Annex B to
Aimcos Proxy Statement for the Annual Meeting of Stockholders
to be held on April 24, 1997, is incorporated herein by this
reference)*10.57
    
    The 1996 Stock Incentive Plan for Officers, Directors and Key
Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P., and Subsidiaries, as amended March 20, 1997
(Exhibit 10.42 to Ambassador Apartments, Inc. Annual Report on
Form 10-K for the year ended December 31, 1997, is
incorporated herein by this reference)*21.1
    
    List of Subsidiaries23.1
    
    Consent of Independent Registered Public Accounting Firm31.1
    
    Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    Agreement re: disclosure of long-term debt instruments
   (1)
    Schedule and supplemental materials to the exhibits have been omitted but will be provided to
the Securities and Exchange Commission upon request.  (2)
    The file reference number for all exhibits is 000-24497, and all such exhibits remain
available pursuant to the Records Control Schedule of the Securities and Exchange Commission.  *
    Management contract or compensatory plan or arrangement 56




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 14th day of March 2005. AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., its General Partner
 /s/ TERRY CONSIDINE      
Terry ConsidineChairman of the Board,
Chief Executive Officer
and President
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated. Signature
    
    Title
    
    Date/s/ TERRY CONSIDINE
    
    Chairman of the Board,
    
    March 14, 2005Chief Executive OfficerTerry Considine
    
    and President of theregistrants general partner/s/ PAUL J. MCAULIFFE
    
    Director, Executive Vice President and
    
    March 14, 2005Chief Financial Officer of thePaul J. McAuliffe
    
    registrants general partner/s/ THOMAS M. HERZOG
    
    Senior Vice President and
    
    March 14, 2005Chief Accounting Officer of theThomas M. Herzog
    
    registrants general partner
 57




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##### Table of Contents



AIMCO PROPERTIES, L.P. INDEX TO FINANCIAL STATEMENTS PageFinancial Statements:Report of Independent Registered Public Accounting Firm.
    
    F-2Consolidated Balance Sheets as of December 31, 2004 and 2003.
    
    F-3Consolidated Statements of Income for the Years Ended December 31, 2004, 2003 and 2002.
    
    F-4Consolidated Statements of Partners Capital for the Years Ended December 31, 2004,
2003 and 2002.
    
    F-5Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002.
    
    F-6Notes to Consolidated Financial Statements.
    
    F-8Financial Statement Schedule:Schedule III
 Real Estate and Accumulated Depreciation.
    
    F-43All other schedules are omitted because they are not applicable or the required informationis shown in the financial statements or notes thereto
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Partners
AIMCO Properties, L.P. We have audited the accompanying consolidated balance sheets of AIMCO Properties, L.P. as of
December 31, 2004 and 2003, and the related consolidated statements of income, partners capital
and cash flows for each of the three years in the period ended December 31, 2004. Our audits also
included the financial statement schedule listed in the Index at Item 15(a)(2). These financial
statements and schedule are the responsibility of the 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 the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of AIMCO Properties, L.P. at December 31,
2004 and 2003, and the consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 2004, in conformity
with United States generally accepted
accounting principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole, presents fairly, in all
material respects the information set forth therein. As discussed in Note 2 to the consolidated financial statements, in 2004 the Partnership adopted
the provisions of Financial Accounting Standards Board Interpretation No. 46 (revised December
2003), Consolidation of Variable Interest Entities. We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of AIMCO Properties, L.P.s internal control over
financial reporting as of December 31, 2004, based on criteria established in Internal Control -
Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated March 10, 2005 expressed an unqualified opinion thereon. /s/ ERNST & YOUNG LLP Denver, Colorado
March 10, 2005 F-2




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##### Table of Contents



AIMCO PROPERTIES,
L.P. 
 CONSOLIDATED BALANCE SHEETS
As of December 31, 2004 and 2003
(In Thousands)
 2004
    
    
    
    
    
    
    2003ASSETSReal estate:Land
    
    $
    2,211,109
    
    
    
    
    
    
    $
    1,959,382Buildings and improvements
    
    
    8,588,649
    
    
    
    
    
    
    
    7,887,573Total real estate
    
    
    10,799,758
    
    
    
    
    
    
    
    9,846,955Less accumulated depreciation
    
    
    (2,014,207
    )
    
    
    
    
    
    
    (1,701,007
    )Net real estate
    
    
    8,785,551
    
    
    
    
    
    
    
    8,145,948Cash and cash equivalents
    
    
    105,343
    
    
    
    
    
    
    
    114,432Restricted cash
    
    
    269,368
    
    
    
    
    
    
    
    242,066Accounts receivable
    
    
    75,044
    
    
    
    
    
    
    
    64,341Accounts receivable from affiliates
    
    
    39,216
    
    
    
    
    
    
    
    55,003Deferred financing costs
    
    
    72,426
    
    
    
    
    
    
    
    69,402Notes receivable from unconsolidated real estate partnerships
    
    
    165,289
    
    
    
    
    
    
    
    139,930Notes receivable from non-affiliates
    
    
    31,716
    
    
    
    
    
    
    
    68,771Notes receivable from Aimco
    
    
    12,613
    
    
    
    
    
    
    
    11,955Investment in unconsolidated real estate partnerships
    
    
    187,006
    
    
    
    
    
    
    
    228,923Other assets
    
    
    287,307
    
    
    
    
    
    
    
    266,611Assets held for sale
    
    
    53,275
    
    
    
    
    
    
    
    691,267Total assets
    
    $
    10,084,154
    
    
    
    
    
    
    $
    10,098,649LIABILITIES AND PARTNERS CAPITALSecured tax-exempt bond financing
    
    $
    1,133,794
    
    
    
    
    
    
    $
    1,064,250Secured notes payable
    
    
    4,470,859
    
    
    
    
    
    
    
    4,118,445Mandatorily redeemable preferred securities
    
    
    15,019
    
    
    
    
    
    
    
    113,619Term loans
    
    
    300,000
    
    
    
    
    
    
    
    354,387Credit facility
    
    
    68,700
    
    
    
    
    
    
    
    81,000Total indebtedness
    
    
    5,988,372
    
    
    
    
    
    
    
    5,731,701Accounts payable
    
    
    34,663
    
    
    
    
    
    
    
    30,765Accrued liabilities and other
    
    
    400,971
    
    
    
    
    
    
    
    366,644Deferred income
    
    
    47,203
    
    
    
    
    
    
    
    25,573Security deposits
    
    
    38,063
    
    
    
    
    
    
    
    38,099Deferred income taxes payable, net
    
    
    20,139
    
    
    
    
    
    
    
    19,993Liabilities related to assets held for sale
    
    
    50,829
    
    
    
    
    
    
    
    515,595Total liabilities
    
    
    6,580,240
    
    
    
    
    
    
    
    6,728,370Minority interest in consolidated real estate partnerships
    
    
    212,827
    
    
    
    
    
    
    
    195,464Partners capital:Preferred units
    
    
    1,131,041
    
    
    
    
    
    
    
    952,952General Partner and Special Limited Partner
    
    
    1,851,733
    
    
    
    
    
    
    
    1,919,947Limited Partners
    
    
    326,113
    
    
    
    
    
    
    
    319,992High performance units
    
    
    (8,880
    )
    
    
    
    
    
    
    (8,064
    )Less: Investment in Aimco Class A Common Stock
    
    
    (8,920
    )
    
    
    
    
    
    
    (10,012
    )Total partners capital
    
    
    3,291,087
    
    
    
    
    
    
    
    3,174,815Total liabilities and partners capital
    
    $
    10,084,154
    
    
    
    
    
    
    $
    10,098,649
 See notes to consolidated financial statements. F-3




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AIMCO PROPERTIES, L.P. 
 CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2004, 2003 and 2002
(In Thousands, Except Per Unit Data) 2004
    
    
    2003
    
    
    2002REVENUES:Rental and other property revenues
    
    $
    1,401,653
    
    
    $
    1,336,515
    
    
    $
    1,188,747Property management revenues, primarily from affiliates
    
    
    32,461
    
    
    
    37,992
    
    
    
    56,550Activity fees and asset management revenues, primarily from affiliates
    
    
    34,801
    
    
    
    20,198
    
    
    
    21,622Total revenues
    
    
    1,468,915
    
    
    
    1,394,705
    
    
    
    1,266,919EXPENSES:Property operating expenses
    
    
    668,807
    
    
    
    585,185
    
    
    
    465,318Property management expenses
    
    
    9,199
    
    
    
    8,106
    
    
    
    7,340Activity and asset management expenses
    
    
    11,802
    
    
    
    8,367
    
    
    
    9,747Depreciation and amortization
    
    
    368,844
    
    
    
    331,609
    
    
    
    268,085General and administrative expenses
    
    
    78,093
    
    
    
    48,670
    
    
    
    49,068Other expenses (income), net
    
    
    3,412
    
    
    
    (6,251
    )
    
    
    2,035Total expenses
    
    
    1,140,157
    
    
    
    975,686
    
    
    
    801,593Operating income
    
    
    328,758
    
    
    
    419,019
    
    
    
    465,326Interest income
    
    
    33,389
    
    
    
    26,201
    
    
    
    80,821Recovery of (provision for) losses on notes receivable
    
    
    1,765
    
    
    
    (2,183
    )
    
    
    (9,006
    )Interest expense
    
    
    (366,617
    )
    
    
    (341,771
    )
    
    
    (294,741
    )Deficit distributions to minority partners, net
    
    
    (18,007
    )
    
    
    (22,629
    )
    
    
    (27,535
    )Equity in (losses) earnings of unconsolidated real estate partnerships
    
    
    (1,768
    )
    
    
    (6,428
    )
    
    
    694Impairment losses related to unconsolidated real estate partnerships
    
    
    (3,426
    )
    
    
    (4,122
    )
    
    
    (5,540
    )Gain (loss) on dispositions of real estate related to unconsolidated entities and
other
    
    
    68,634
    
    
    
    3,178
    
    
    
    (22,362
    )Income before minority interest, discontinued operations and
cumulative effect of change in accounting principle
    
    
    42,728
    
    
    
    71,265
    
    
    
    187,657Minority interest in consolidated real estate partnerships
    
    
    17,285
    
    
    
    (180
    )
    
    
    (13,713
    )Income from continuing operations
    
    
    60,013
    
    
    
    71,085
    
    
    
    173,944Income from discontinued operations, net
    
    
    237,065
    
    
    
    106,783
    
    
    
    32,258Income before cumulative effect of change in accounting principle
    
    
    297,078
    
    
    
    177,868
    
    
    
    206,202Cumulative effect of change in accounting principle
    
    
    (3,957
    )
    
    
    
    
    
    
    Net income
    
    
    293,121
    
    
    
    177,868
    
    
    
    206,202Net income attributable to preferred unitholders
    
    
    96,922
    
    
    
    103,626
    
    
    
    107,646Net income attributable to common unitholders
    
    $
    196,199
    
    
    $
    74,242
    
    
    $
    98,556Earnings (loss) per common unit  basic:Income (loss) from continuing operations (net of preferred distributions)
    
    $
    (0.35
    )
    
    $
    (0.31
    )
    
    $
    0.68Income from discontinued operations
    
    
    2.27
    
    
    
    1.02
    
    
    
    0.32Cumulative effect of change in accounting principle
    
    
    (0.04
    )
    
    
    
    
    
    
    Net income attributable to common unitholders
    
    $
    1.88
    
    
    $
    0.71
    
    
    $
    1.00Earnings (loss) per common unit  diluted:Income (loss) from continuing operations (net of preferred distributions)
    
    $
    (0.35
    )
    
    $
    (0.31
    )
    
    $
    0.67Income from discontinued operations
    
    
    2.27
    
    
    
    1.02
    
    
    
    0.32Cumulative effect of change in accounting principle
    
    
    (0.04
    )
    
    
    
    
    
    
    Net income attributable to common unitholders
    
    $
    1.88
    
    
    $
    0.71
    
    
    $
    0.99Weighted average common units outstanding
    
    
    104,251
    
    
    
    104,743
    
    
    
    98,093Weighted average common units and equivalents outstanding
    
    
    104,251
    
    
    
    104,743
    
    
    
    99,168Distributions declared per common unit
    
    $
    2.40
    
    
    $
    2.84
    
    
    $
    3.28
 See notes to consolidated financial statements. F-4




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##### Table of Contents



AIMCO PROPERTIES, L.P. 
 CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
For the Years Ended December 31, 2004, 2003 and 2002
(In Thousands) InvestmentGeneral Partner
    
    
    
    
    
    
    High
    
    
    in AimcoPreferred
    
    
    and Special
    
    
    Limited
    
    
    Performance
    
    
    CommonUnits
    
    
    Limited Partner
    
    
    Partners
    
    
    Units
    
    
    Stock
    
    
    TotalPartners Capital at December 31, 2001
    
    $
    1,251,311
    
    
    $
    1,428,411
    
    
    $
    411,721
    
    
    $
    1,162
    
    
    $
    (12,534
    )
    
    $
    3,080,071Contributions from Aimco related to preferred offerings
    
    
    50,000
    
    
    
    511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,511Contributions from Aimco related to issuance of AIMCO Class A Common Stock
    
    
    
    
    
    
    367,753
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    367,753Contribution from Aimco related to stock purchased by officers,
net of notes receivable of $7,755
    
    
    
    
    
    
    84
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    84Contribution from Aimco related to options and warrants exercised
    
    
    
    
    
    
    12,157
    
    
    
    18,706
    
    
    
    
    
    
    
    
    
    
    
    30,863Amortization of unvested restricted stock of Aimco
    
    
    
    
    
    
    4,233
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,233Conversion of preferred units to common units
    
    
    (229,455
    )
    
    
    229,455
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common and preferred units redeemed by Limited Partners to Special Limited
Partner
    
    
    (5,831
    )
    
    
    45,841
    
    
    
    (40,010
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of Class V Units, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    900
    
    
    
    
    
    
    
    900Conversion of mandatorily redeemable convertible preferred securities
    
    
    
    
    
    
    5,468
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,468Redemption of common units
    
    
    
    
    
    
    
    
    
    
    (684
    )
    
    
    
    
    
    
    
    
    
    
    (684
    )Acquisitions of real estate or interests in real estate through issuance of
common units
    
    
    
    
    
    
    1,004
    
    
    
    16,245
    
    
    
    
    
    
    
    
    
    
    
    17,249Acquisitions of real estate or interests in real estate through issuance of
preferred units
    
    
    33,690
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,690Contributions from Aimco and issuance of common units related to Casden merger
    
    
    
    
    
    
    164,882
    
    
    
    41,491
    
    
    
    
    
    
    
    
    
    
    
    206,373Repayment of notes receivable from officers of Aimco
    
    
    
    
    
    
    5,251
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,251Net income
    
    
    107,646
    
    
    
    85,476
    
    
    
    10,569
    
    
    
    2,511
    
    
    
    
    
    
    
    206,202Distributions paid to common and high performance unitholders
    
    
    
    
    
    
    (280,129
    )
    
    
    (36,533
    )
    
    
    (7,803
    )
    
    
    1,262
    
    
    
    (323,203
    )Distributions paid to preferred unitholders
    
    
    (108,678
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (108,678
    )Adjustment to reflect Limited Partners capital at redemption value
    
    
    
    
    
    
    58,617
    
    
    
    (58,617
    )
    
    
    
    
    
    
    
    
    
    
    Partners Capital at December 31, 2002
    
    
    1,098,683
    
    
    
    2,129,014
    
    
    
    362,888
    
    
    
    (3,230
    )
    
    
    (11,272
    )
    
    
    3,576,083Contributions from Aimco related to preferred offerings
    
    
    144,808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,808Redemption of preferred units by Aimco
    
    
    (239,770
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (239,770
    )Contribution from Aimco related to stock purchased by officers,
net of notes receivable of $1,600
    
    
    
    
    
    
    590
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    590Contribution from Aimco related to options and warrants exercised
    
    
    
    
    
    
    2,344
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,344Amortization of unvested restricted stock of Aimco
    
    
    
    
    
    
    4,980
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,980Common and preferred units redeemed by Limited Partners to Special Limited
Partner
    
    
    (884
    )
    
    
    12,919
    
    
    
    (12,035
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of Class VI Units, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    761
    
    
    
    
    
    
    
    761Conversion of mandatorily redeemable convertible preferred securities
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50Redemption of preferred units and common units
    
    
    (27,237
    )
    
    
    
    
    
    
    (6,864
    )
    
    
    
    
    
    
    
    
    
    
    (34,101
    )Acquisitions of real estate or interests in real estate through issuance of
common units
    
    
    
    
    
    
    153
    
    
    
    3,955
    
    
    
    
    
    
    
    
    
    
    
    4,108Conversion of Class Eleven Partnership Preferred Units to Class S Preferred Units
    
    
    (28,101
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,101
    )Common units received from Aimco related to Casden indemnification agreement
and other activity
    
    
    
    
    
    
    (25,526
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,526
    )Repayment of notes receivable from officers of Aimco
    
    
    
    
    
    
    10,518
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,518Net income
    
    
    103,626
    
    
    
    65,817
    
    
    
    6,739
    
    
    
    1,686
    
    
    
    
    
    
    
    177,868Distributions paid to common and high performance unitholders
    
    
    
    
    
    
    (286,314
    )
    
    
    (29,289
    )
    
    
    (7,281
    )
    
    
    1,260
    
    
    
    (321,624
    )Distributions paid to preferred unitholders
    
    
    (98,173
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98,173
    )Adjustment to reflect Limited Partners capital at redemption value
    
    
    
    
    
    
    5,402
    
    
    
    (5,402
    )
    
    
    
    
    
    
    
    
    
    
    Partners Capital at December 31, 2003
    
    
    952,952
    
    
    
    1,919,947
    
    
    
    319,992
    
    
    
    (8,064
    )
    
    
    (10,012
    )
    
    
    3,174,815Contributions from Aimco related to preferred offerings
    
    
    359,672
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    359,672Redemption of preferred units by Aimco
    
    
    (186,093
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (186,093
    )Contribution from Aimco related to stock purchased by officers,
net of notes receivable of $1,318
    
    
    
    
    
    
    1,051
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,051Contribution from Aimco related to options and warrants exercised
    
    
    
    
    
    
    1,883
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,883Amortization of unvested restricted stock of Aimco
    
    
    
    
    
    
    6,506
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,506Common and preferred units redeemed by Limited Partners to Special Limited
Partner
    
    
    (259
    )
    
    
    23,581
    
    
    
    (23,322
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of Class VII units, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    506
    
    
    
    
    
    
    
    506Repurchase of common units
    
    
    
    
    
    
    (12,598
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,598
    )Conversion of mandatorily redeemable convertible preferred securities
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100Redemption of preferred units and common units
    
    
    (38
    )
    
    
    
    
    
    
    (5,773
    )
    
    
    
    
    
    
    
    
    
    
    (5,811
    )Acquisitions of real estate or interests in real estate through issuance of
common units
    
    
    
    
    
    
    
    
    
    
    2,609
    
    
    
    
    
    
    
    
    
    
    
    2,609Casden note receivable and legal settlement fair value contingent
consideration adjustment
    
    
    
    
    
    
    (4,848
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,848
    )Repayment of notes receivable from officers of Aimco
    
    
    
    
    
    
    4,639
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,639Net income
    
    
    96,922
    
    
    
    175,542
    
    
    
    16,179
    
    
    
    4,478
    
    
    
    
    
    
    
    293,121Distributions paid to common and high performance unitholders
    
    
    
    
    
    
    (226,995
    )
    
    
    (20,647
    )
    
    
    (5,800
    )
    
    
    1,092
    
    
    
    (252,350
    )Distributions paid to preferred unitholders
    
    
    (92,115
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92,115
    )Adjustment to reflect Limited Partners capital at redemption value
    
    
    
    
    
    
    (37,075
    )
    
    
    37,075
    
    
    
    
    
    
    
    
    
    
    
    Partners Capital at December 31, 2004
    
    $
    1,131,041
    
    
    $
    1,851,733
    
    
    $
    326,113
    
    
    $
    (8,880
    )
    
    $
    (8,920
    )
    
    $
    3,291,087
 See notes to consolidated financial statements. F-5




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##### Table of Contents



AIMCO PROPERTIES, L.P. 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2003 and 2002
(In Thousands) 2004
    
    
    2003
    
    
    2002CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    293,121
    
    
    $
    177,868
    
    
    $
    206,202Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    368,844
    
    
    
    331,609
    
    
    
    268,085Deficit distributions to minority partners, net
    
    
    18,007
    
    
    
    22,629
    
    
    
    27,535Equity in losses (earnings) of unconsolidated real estate partnerships
    
    
    1,768
    
    
    
    6,428
    
    
    
    (694
    )(Gain) loss on dispositions of real estate related to unconsolidated entities and other
    
    
    (68,634
    )
    
    
    (3,178
    )
    
    
    22,362Impairment losses related to unconsolidated real estate partnerships
    
    
    3,426
    
    
    
    4,122
    
    
    
    5,540Deferred income tax provision (benefit)
    
    
    706
    
    
    
    (11,215
    )
    
    
    (1,815
    )Cumulative effect of change in accounting principle
    
    
    3,957
    
    
    
    
    
    
    
    Minority interest in consolidated real estate partnerships
    
    
    (17,285
    )
    
    
    180
    
    
    
    13,713Stock-based compensation expense
    
    
    6,506
    
    
    
    4,980
    
    
    
    4,233Amortization of deferred loan costs and other
    
    
    5,484
    
    
    
    (5,002
    )
    
    
    (12,353
    )Discontinued operations:Depreciation and amortization
    
    
    13,883
    
    
    
    41,607
    
    
    
    54,582(Recovery of deficit distributions) deficit distributions to minority partners, net.
    
    
    (3,863
    )
    
    
    (10,686
    )
    
    
    845(Gain) loss on dispositions of real estate, net of minority partners interest
    
    
    (249,944
    )
    
    
    (101,849
    )
    
    
    (4,374
    )Impairment losses on real estate assets sold or held for sale
    
    
    7,289
    
    
    
    8,991
    
    
    
    2,937Minority interest in consolidated real estate partnerships
    
    
    445
    
    
    
    2,203
    
    
    
    2,266Changes in operating assets and operating liabilities:Accounts receivable
    
    
    (2,067
    )
    
    
    5,763
    
    
    
    (1,904
    )Other assets
    
    
    (11,406
    )
    
    
    5,632
    
    
    
    (2,510
    )Accounts payable, accrued liabilities and other
    
    
    (4,714
    )
    
    
    (16,203
    )
    
    
    (79,238
    )Total adjustments
    
    
    72,402
    
    
    
    286,011
    
    
    
    299,210Net cash provided by operating activities
    
    
    365,523
    
    
    
    463,879
    
    
    
    505,412CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of real estate
    
    
    (210,324
    )
    
    
    (126,046
    )
    
    
    (578,745
    )Capital expenditures
    
    
    (301,937
    )
    
    
    (245,528
    )
    
    
    (269,763
    )Proceeds from dispositions of real estate
    
    
    971,568
    
    
    
    697,642
    
    
    
    281,787Funds held
in escrow from tax-free exchanges
    
    
    5,489
    
    
    
    (21,643
    )
    
    
    Purchases of non-real estate related corporate assets
    
    
    (28,270
    )
    
    
    (23,621
    )
    
    
    (3,164
    )Proceeds from sale of investments and other assets
    
    
    
    
    
    
    6,730
    
    
    
    22,747Cash from newly consolidated properties
    
    
    14,765
    
    
    
    5,835
    
    
    
    13,602Purchases of general and limited partnership interests and other assets
    
    
    (104,441
    )
    
    
    (51,356
    )
    
    
    (75,985
    )Originations of notes receivable from unconsolidated real estate partnerships
    
    
    (145,835
    )
    
    
    (71,969
    )
    
    
    (109,475
    )Proceeds from repayment of notes receivable
    
    
    149,277
    
    
    
    60,576
    
    
    
    83,332Cash paid in connection with merger/acquisition related costs
    
    
    (15,861
    )
    
    
    (16,383
    )
    
    
    (260,874
    )Distributions received from Aimco
    
    
    1,092
    
    
    
    1,260
    
    
    
    1,262Distributions received from investments in unconsolidated real estate partnerships
    
    
    72,160
    
    
    
    64,046
    
    
    
    10,780Net cash provided by (used in) investing activities
    
    
    407,683
    
    
    
    279,543
    
    
    
    (884,496
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from secured notes payable borrowings
    
    
    501,611
    
    
    
    445,793
    
    
    
    956,565Principal repayments on secured notes payable
    
    
    (728,084
    )
    
    
    (755,786
    )
    
    
    (623,026
    )Proceeds from tax-exempt bond financing
    
    
    69,471
    
    
    
    14,505
    
    
    
    297,551Principal repayments on tax-exempt bond financing
    
    
    (188,577
    )
    
    
    (77,793
    )
    
    
    (352,074
    )Net borrowings (paydowns) on term loans and revolving credit facility
    
    
    (66,687
    )
    
    
    29,376
    
    
    
    192,509Proceeds from other borrowings
    
    
    38,871
    
    
    
    
    
    
    
    Payment of loan costs
    
    
    (17,576
    )
    
    
    (19,516
    )
    
    
    (17,384
    )Proceeds from issuance (redemption) of mandatorily redeemable preferred securities
    
    
    (98,875
    )
    
    
    97,250
    
    
    
    Proceeds from issuance of common units, High Performance Units and exercise of
options/warrants
    
    
    3,164
    
    
    
    4,552
    
    
    
    373,504Proceeds from issuance of preferred units, net
    
    
    289,994
    
    
    
    144,808
    
    
    
    50,511Redemptions of preferred units
    
    
    (186,093
    )
    
    
    (239,770
    )
    
    
    Principal repayments received on notes due on common unit purchases
    
    
    4,639
    
    
    
    10,518
    
    
    
    5,251Repurchase and redemption of common units
    
    
    (18,410
    )
    
    
    (1,287
    )
    
    
    (684
    )Contributions from minority interest
    
    
    44,292
    
    
    
    100,684
    
    
    
    Payment of distributions to minority interest
    
    
    (84,478
    )
    
    
    (60,820
    )
    
    
    (50,943
    )Payment of distributions to General Partner and Special Limited Partner
    
    
    (226,995
    )
    
    
    (286,314
    )
    
    
    (280,129
    )Payment of distributions to Limited Partners
    
    
    (20,647
    )
    
    
    (29,289
    )
    
    
    (36,533
    )Payment of distributions to High Performance Units
    
    
    (5,800
    )
    
    
    (7,281
    )
    
    
    (7,803
    )Payment of distributions to preferred units
    
    
    (92,115
    )
    
    
    (98,173
    )
    
    
    (108,678
    )Net cash (used in) provided by financing activities
    
    
    (782,295
    )
    
    
    (728,543
    )
    
    
    398,637NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (9,089
    )
    
    
    14,879
    
    
    
    19,553CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    114,432
    
    
    
    99,553
    
    
    
    80,000CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    105,343
    
    
    $
    114,432
    
    
    $
    99,553
 See notes to consolidated financial statements. F-6




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##### Table of Contents



AIMCO PROPERTIES, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2003 and 2002
(In Thousands) SUPPLEMENTAL CASH FLOW INFORMATION:
    
    2004
    
    
    2003
    
    
    2002Interest paid
    
    $
    383,758
    
    
    $
    386,812
    
    
    $
    347,352Non Cash Transactions Associated with the Acquisition of Real Estate and
Interests in Unconsolidated Real Estate Partnerships:Secured debt assumed in connection with purchase of real estate
    
    
    83,114
    
    
    
    45,009
    
    
    
    Issuance of OP Units for interests in unconsolidated real estate partnerships
and other interests
    
    
    2,147
    
    
    
    841
    
    
    
    23,464OP Units issued for acquisitions of real estate
    
    
    462
    
    
    
    
    
    
    
    Non Cash Transactions Associated with Mergers:Real estate
    
    
    
    
    
    
    (63,535
    )
    
    
    1,076,569Investments in and notes receivable, primarily from unconsolidated real estate
partnerships
    
    
    
    
    
    
    (2,163
    )
    
    
    41,722Restricted cash
    
    
    
    
    
    
    11,979
    
    
    
    70,095Other assets
    
    
    
    
    
    
    3,349
    
    
    
    42,336Secured debt
    
    
    
    
    
    
    
    
    
    
    684,661Accounts payable, accrued and other liabilities
    
    
    
    
    
    
    49,770
    
    
    
    129,668Deferred income tax payable, net
    
    
    
    
    
    
    600
    
    
    
    2,147Common units issued
    
    
    
    
    
    
    
    
    
    
    206,373Non Cash Transactions Associated with Consolidation of Assets:Real estate
    
    
    231,932
    
    
    
    152,248
    
    
    
    743,014Investments in and notes receivable primarily from affiliated entities
    
    
    (40,178
    )
    
    
    (52,478
    )
    
    
    (271,231
    )Restricted cash
    
    
    21,105
    
    
    
    4,737
    
    
    
    19,492Other assets
    
    
    26,639
    
    
    
    5,235
    
    
    
    44,294Secured debt
    
    
    204,243
    
    
    
    101,962
    
    
    
    488,464Accounts payable, accrued and other liabilities
    
    
    21,394
    
    
    
    7,030
    
    
    
    39,960Minority interest in consolidated real estate partnerships
    
    
    29,439
    
    
    
    6,585
    
    
    
    16,337Other:Conversion of preferred units and securities into common units
    
    
    259
    
    
    
    934
    
    
    
    234,923Origination of notes receivable from officers of Aimco
    
    
    1,528
    
    
    
    1,600
    
    
    
    7,755Exchanges of Preferred OP Units
    
    
    150,000
    
    
    
    
    
    
    
    Tenders payable for purchase of limited partner interests
    
    
    2,799
    
    
    
    10,037
    
    
    
    340
 See notes to consolidated financial statements. F-7




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##### Table of Contents



AIMCO PROPERTIES, L.P. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004 NOTE 1  Organization AIMCO Properties, L.P., a Delaware limited partnership, or the Partnership, and together with
its consolidated subsidiaries and other controlled entities, the Company, was formed on May 16,
1994 to conduct the business of acquiring, redeveloping, leasing, and managing multifamily
apartment properties. Our securities include Partnership Common Units, or common OP Units,
Partnership Preferred Units, or preferred OP Units, and High Performance Partnership Units, or High
Performance Units, which are collectively referred to as OP Units. Apartment Investment and
Management Company, or Aimco, is the owner of our general partner, AIMCO-GP, Inc., or the General
Partner, and special limited partner, AIMCO-LP, Inc., or the Special Limited Partner. The General
Partner and Special Limited Partner hold common OP Units and are the primary holders of outstanding
preferred OP Units. Limited Partners refers to individuals or entities that are our limited
partners, other than Aimco, the General Partner or the Special Limited Partner, and own common OP
Units or preferred OP Units. Generally, after holding the common OP Units for one year, the
Limited Partners have the right to redeem their common OP Units for cash, subject to our prior
right to acquire some or all of the common OP Units tendered for redemption in exchange for shares
of Aimco Class A Common Stock. Common OP Units redeemed for Aimco Class A Common Stock are
generally on a one-for-one basis (subject to antidilution adjustments). Preferred OP Units and
High Performance Units may or may not be redeemable based on their respective terms, as provided
for in the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. as
amended, or the Partnership Agreement. We, through our operating divisions and subsidiaries, hold substantially all of Aimcos assets
and manage the daily operations of Aimcos business and assets. Aimco is required to contribute
all proceeds from offerings of its securities to us. In addition, substantially all of Aimcos
assets must be owned through the Partnership; therefore, Aimco is generally required to contribute
all assets acquired to us. In exchange for the contribution of offering proceeds or assets, Aimco
receives additional interests in us with similar terms (e.g., if Aimco contributes proceeds of a
preferred stock offering, Aimco (through the General Partner and Special Limited Partner) receives
preferred OP Units with terms substantially similar to the preferred securities issued by Aimco). Aimco frequently consummates transactions for our benefit. For legal, tax or other business
reasons, Aimco may hold title or ownership of certain assets until they can be transferred to us.
However, we have a controlling financial interest in substantially all of Aimcos assets in the
process of transfer to us. Except as the context otherwise requires, we, our, us and the
Company refer to the Partnership, and the Partnerships consolidated corporate subsidiaries and
consolidated real estate partnerships, collectively. Except as the context otherwise requires,
Aimco refers to Aimco and Aimcos consolidated corporate subsidiaries and consolidated real
estate partnerships, collectively. As of December 31, 2004, we owned or managed a real estate portfolio of 1,499 apartment
properties containing 263,734 apartment units located in 47 states, the District of Columbia and
Puerto Rico. As of December 31, 2004, we:  
    owned an equity interest in and consolidated 169,932 units in 676 properties (which we
refer to as consolidated), of which 169,276 units were also managed by us;
    owned an equity interest in and did not consolidate 44,728 units in 330 properties
(which we refer to as unconsolidated), of which 38,129 units were also managed by us; and
    provided services or managed, for third-party owners, 49,074 units in 493 properties,
primarily pursuant to long-term agreements (including 41,233 units in 421 properties that
are asset managed only, and not also property managed), although in certain cases we may
indirectly own generally less than one percent of the operations of such properties through
a partnership syndication or other fund. At December 31, 2004, we had outstanding 103,315,366 common OP Units, 42,885,060 preferred OP
Units and 2,379,084 High Performance Units (includes only those units that have met the required
measurement benchmarks and are dilutive  see Note 13). F-8




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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 consolidated real estate partnerships. Pursuant to a
Management and Contribution Agreement between the Partnership and Aimco, we have acquired, in
exchange for interests in the Partnership, the economic benefits of subsidiaries of Aimco in which
we do not have an interest, and Aimco has granted us a right of first refusal to acquire such
subsidiaries assets for no additional consideration. Pursuant to the agreement, Aimco has also
granted us certain rights with respect to assets of such subsidiaries. As used herein, and except
where the context otherwise requires, partnership refers to a limited partnership or a limited
liability company and partner refers to a limited partner in a limited partnership or a member in
a limited liability company. Interests held in consolidated real estate partnerships by limited
partners other than us are reflected as minority interest in consolidated real estate partnerships.
All significant intercompany balances and transactions have been eliminated in consolidation. The
assets of consolidated real estate partnerships owned or controlled by Aimco or us generally are
not available to pay creditors of Aimco or the Partnership. As a result of the adoption of Financial Accounting Standards Board, or FASB, Interpretation
No. 46 (revised December 2003), Consolidation of Variable Interest Entities, or FIN 46, as of March
31, 2004, we consolidate all variable interest entities for which we are the primary beneficiary.
See below for additional information about the adoption of FIN 46. Adoption of New Accounting Pronouncements FASB Interpretation No. 46 As of March 31, 2004, we adopted FIN 46 and applied its requirements to all entities in which
we hold a variable interest. FIN 46 addresses the consolidation by business enterprises of
variable interest entities. Generally, a variable interest entity, or VIE, is an entity with one
or more of the following characteristics: (a) the total equity investment at risk is not
sufficient to permit the entity to finance its activities without additional subordinated financial
support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make
decisions about an entitys activities through voting or similar rights, (ii) the obligation to
absorb the expected losses of the entity, or (iii) the right to receive the expected residual
returns of the entity; or (c) the equity investors have voting rights that are not proportional to
their economic interests and substantially all of the entitys activities either involve, or are
conducted on behalf of, an investor that has disproportionately few voting rights. FIN 46 requires
a VIE to be consolidated in the financial statements of the entity that is determined to be the
primary beneficiary of the VIE. The primary beneficiary generally is the entity that will receive
a majority of the VIEs expected losses, receive a majority of the VIEs expected residual returns,
or both. Upon adoption of FIN 46, we determined that we were the primary beneficiary of 27 previously
unconsolidated and five previously consolidated VIEs. These VIEs consisted of partnerships that
are engaged, directly or indirectly, in the ownership and management of 29 apartment properties
with 3,478 units. The initial consolidation of the previously unconsolidated entities as of March
31, 2004 resulted in an increase in our consolidated total assets (primarily real estate),
liabilities (primarily indebtedness) and minority interest of approximately $113.5 million, $90.6
million and $26.8 million, respectively. We recorded a charge of approximately $4.0 million for
the cumulative effect on retained earnings resulting from the adoption of FIN 46. This charge is
attributable to our recognition of cumulative losses allocable to minority interests that would
otherwise have resulted in minority interest deficits. As of December 31, 2004, we were the primary beneficiary of and consolidated 39 VIEs, which
owned 35 apartment properties with 4,730 units. Real estate with a carrying value of $104.1
million collateralized the debt of those VIEs. The creditors of the consolidated VIEs do not have
recourse to our general credit. As of December 31, 2004, we also held variable interests in 61
VIEs for which we were not the primary beneficiary. Those 61 VIEs consist primarily of
partnerships, in which we acquired an interest prior to the adoption of FIN 46, that are engaged,
directly or indirectly, in the ownership and management of 67 apartment properties with 7,407
units. We are involved with those VIEs as a non-controlling equity holder, lender, management
agent, or through other contractual relationships. Our maximum exposure to loss as a result of our
involvement with unconsolidated VIEs is limited to our recorded investments in and receivables from
those VIEs totaling $37.5 million at December 31, 2004. We may be subject to additional losses to
the extent of any financial support that we voluntarily provide in the future. F-9




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Statement of Financial Accounting Standards No. 150 In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and Equity,or SFAS 150,
which establishes standards for how an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. The requirements of SFAS 150 apply to the
classification and measurement of freestanding financial instruments, including those that comprise
more than one option or forward contract. SFAS 150 requires that certain financial instruments,
such as mandatorily redeemable securities, put options, forward purchase contracts, and obligations
that can be settled with units, be classified as liabilities, where in some cases these have
previously been classified as partners capital or between the liabilities and partners capital
section of the consolidated balance sheet. SFAS 150 is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. We adopted SFAS 150 as of July 1, 2003 and now
present mandatorily redeemable securities within the scope of SFAS 150 as liabilities (see Note 7). In September 2003, financial statement issuers first became aware that the FASB intended for
SFAS 150 to also apply to the non-controlling interests in consolidated finite life partnerships.
However, on October 29, 2003, the FASB indefinitely deferred the provisions of SFAS 150 that were
intended to apply to non-controlling interests in consolidated finite life partnerships. Minority
interest in consolidated real estate partnerships consists primarily of equity interests held by
limited partners in consolidated real estate partnerships that have finite lives. The terms of the
related partnership agreements generally require the partnership to be liquidated following the
sale of the partnerships real estate. As the general partner in these partnerships, we
ordinarily control the execution of real estate sales and other events that could lead to the
liquidation, redemption or other settlement of minority interests. The aggregate carrying value of
minority interests in consolidated real estate partnerships is approximately $211.8 million at
December 31, 2004. The aggregate fair value of these interests varies based on the fair value of
the real estate owned by the partnerships. Based on the number of classes of finite-life minority
interests, the number of properties in which there is direct or indirect minority ownership,
complexities in determining the allocation of liquidation proceeds among partners and other
factors, management believes it is impracticable to determine the required payment to the minority
interests at December 31, 2004 in an assumed liquidation. As a result of real estate depreciation
that is recognized in our financial statements and appreciation in the fair value of real estate
that is not recognized in our financial statements, we believe that the aggregate fair value of our
minority interests exceeds their aggregate carrying value. As a result of our ability to control
real estate sales and other events that require payment of minority interests and our expectation
that proceeds from real estate sales will be sufficient to liquidate related minority interests, we
anticipate that the eventual payment of these minority interests will not have an adverse impact on
our financial condition. Acquisition of Real Estate Assets and Related Depreciation and Amortization We capitalize the purchase price and incremental direct costs associated with the acquisition
of properties as the cost of the assets acquired. In accordance with Statement of Financial
Accounting Standards No. 141, Business Combinations, or SFAS 141, we allocate the cost of acquired
properties to land, building, furniture, fixtures and equipment and intangibles, such as the value
of above and below market leases, and origination costs associated with the in-place leases. In
order to allocate purchase price on these various components we perform the following procedures
for properties we acquire:  1.
    Determine the as-if vacant fair value of the physical property acquired (this value
assumes the property goes dark);2.
    Allocate the as-if vacant fair value among land, building, improvements (based on
real estate valuation techniques), and furniture, fixtures and equipment; and3.
    Compute the difference between the purchase price of the property and the as-if
vacant fair value and allocate such difference to leases in-place (based on the nature of
our business, customer relationship value is assumed to be zero), which will represent the
total intangible assets. The fair value of the leases in-place are comprised of:  a.
    The value of the above and/or below market leases in-place. Above-market and
below-market in-place lease values are computed based on the difference between (i) the
contractual amounts to be paid pursuant to the in-place leases and (ii) managements
estimate of fair market lease rates for the corresponding in-place leases, measured over
the period, including estimated lease renewals for below-market leases, that the leases
are expected to remain in effect.b.
    Avoided leasing commissions and other costs that were incurred to execute leases. F-10




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c.
    The value associated with lost rents during the absorption period (estimates of
lost rental revenue during the expected lease-up periods based on current market
demand). The values of the above and below market leases are amortized over the remaining terms of the
associated lease, including estimated lease renewals for below-market leases, to rental income.
For the values associated with avoided leasing commissions and other costs that were incurred to
execute leases and the value associated with lost rents during the absorption period, amortization
expense is recorded over the expected terms of the associated leases. If a resident vacates the
unit prior to the contractual termination of the lease and no rental payments are being made on the
lease, any unamortized balance of the related intangible will be written off. Depreciation for all tangible real estate assets is calculated using the straight-line method
over their estimated useful lives. Acquired buildings and improvements are depreciated over a
composite life of 14 to 52 years, based on the age, condition and other physical characteristics of
the property. Furniture, fixtures and equipment associated with acquired properties are
depreciated over five years. Capital Expenditures and Related Depreciation We capitalize direct and certain indirect costs incurred in connection with our capital
expenditure activities, including redevelopment and construction projects, other tangible property
improvements, and replacements of existing property components. Direct costs consist of costs that
are directly identifiable with a specific project and include payroll costs associated with time
spent by site employees in connection with the planning, execution and control of the project.
Indirect costs consist of interest, property taxes, and certain other costs, including an
allocation of costs incurred by certain departments that perform activities that clearly relate to
capital projects. Costs incurred in connection with capital projects are capitalized where the
direct costs of the project, excluding direct labor, exceed $250. Expenditures for ordinary
repairs, maintenance and resident turnover costs are expensed as incurred. We charge to expense as
incurred indirect costs that do not relate to the above activities, including general and
administrative expenses. The costs of capital projects are depreciated over the estimated useful life of the related
component or improvement, which is generally five to fifteen years. Certain homogeneous items that
are purchased in bulk on a recurring basis, such as carpeting and appliances, are depreciated using
group methods that reflect the average estimated useful life of the items in each group. Except in
the case of property casualties, where the net book value of lost property is written off in the
determination of casualty gains or losses, we generally do not recognize any expense in connection
with the replacement of an existing property component because normal replacements are considered
in determining the estimated useful lives used in connection with our composite and group
depreciation methods. For the years ended December 31, 2004, 2003 and 2002, the amounts of capitalized interest were
$9.5 million, $14.5 million and $16.8 million, respectively. Additionally, for the years ended
December 31, 2004, 2003 and 2002, we capitalized payroll and indirect costs totaling $46.7 million,
$45.4 million and $46.0 million, respectively. Impairment of Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less
accumulated depreciation and amortization, unless the carrying amount of the asset is not
recoverable. If events or circumstances indicate that the carrying amount of a property may not be
recoverable, we make an assessment of its recoverability by comparing the carrying amount to our
estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the
carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment
loss to the extent the carrying amount exceeds the estimated fair value of the property. Based on
periodic tests of recoverability of long-lived assets, we have determined that the carrying amount for our properties to be
held and used is recoverable and, therefore, we did not record any impairment losses related to such properties
for the years ended December 31, 2004, 2003 and 2002. Cash Equivalents We consider highly liquid investments with an original maturity of three months or less
to be cash equivalents . F-11




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Restricted Cash Restricted cash includes capital replacement reserves, tax-free exchange funds, completion
repair reserves, bond sinking fund amounts and tax and insurance escrow accounts held by lenders. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are generally comprised of amounts receivable from residents, amounts
receivable from non-affiliated real estate partnerships for which we provide property management
and other services and other miscellaneous receivables from non-affiliated entities. We evaluate
all accounts receivable from residents and establish an allowance, after the application of
security deposits and other anticipated recoveries, for accounts greater than 30 days past due for
current residents and all receivables due from former residents. Accounts receivable from
residents are stated net of allowances for doubtful accounts of approximately $2.4 million and $3.6
million as of December 31, 2004 and 2003, respectively. We evaluate all accounts receivable from non-affiliated entities and establish an allowance
for amounts that are considered to be uncollectible. Accounts receivable relating to
non-affiliated entities are stated net of allowances for doubtful
accounts of approximately $4.5
million and $4.6 million as of December 31, 2004 and 2003, respectively. Accounts Receivable and Allowance for Doubtful Accounts from Affiliates Accounts receivable from affiliates are generally comprised of receivables related to property
management and other services provided to unconsolidated real estate partnerships in which we have
an ownership interest. We evaluate all accounts receivable balances from affiliates on a periodic
basis, and establish an allowance for the amounts deemed to be uncollectible. Accounts receivable
from affiliates are stated net of allowances for doubtful accounts of approximately $4.4 million
and $3.0 million as of December 31, 2004 and 2003, respectively. Deferred Costs We defer lender fees and other direct costs incurred in obtaining financing and amortize the
cost over the terms of the related loan agreements. Amortization of these costs is included in
interest expense. We defer leasing commissions and other direct costs incurred in connection with successful
leasing efforts and amortize the costs over the terms of the related leases. Amortization of these
costs is included in property operating expenses. Advertising Costs We generally expense all advertising costs as incurred to property operating
expense. Total advertising expense for the years ended December 31, 2004, 2003 and 2002 was $29.0
million, $28.7 million and $19.6 million, respectively. Notes Receivable from Unconsolidated Real Estate Partnerships and Related Interest Income and
Provision for Losses Notes receivable from unconsolidated real estate partnerships consist primarily of
subordinated notes receivable from partnerships in which we are the general partner. The ultimate
repayment of these notes is subject to a number of variables, including the performance and value
of the underlying real estate property and the claims of unaffiliated mortgage lenders. Our notes
receivable include loans extended by us that we carry at the face amount plus accrued interest,
which we refer to as par value notes, and loans extended by predecessors whose positions we
generally acquired at a discount, which we refer to as discounted notes. We record interest income on par value notes as earned in accordance with the terms of the
related loan agreements. We discontinue the accrual of interest on such notes when the notes are
impaired, as discussed below, or when there is otherwise significant uncertainty as to the
collection of interest. We record income on such nonaccrual loans using the cost recovery method,
under which we apply cash receipts first to the recorded amount of the loan; thereafter, any
additional receipts are recognized as income. We recognize interest income on discounted notes receivable based upon whether the amount and
timing of collections are both probable and reasonably estimable. We consider collections to be
probable and reasonably estimable when the borrower has entered into certain closed or pending
transactions (which include real estate sales, refinancings, foreclosures and rights F-12




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offerings) that provide a reliable source of repayment. In such instances, we recognize
accretion income, on a prospective basis using the effective interest method over the estimated
remaining term of the loans, equal to the difference between the carrying amount of the discounted
notes and the estimated collectible value. We record income on all other discounted notes using
the cost recovery method. We assess the collectibility of notes receivable on a periodic basis, which assessment
consists primarily of an evaluation of cash flow projections of the borrower to determine whether
estimated cash flows are sufficient to repay principal and interest in accordance with the
contractual terms of the note. We recognize impairments on notes receivable when it is probable
that principal and interest will not be received in accordance with the contractual terms of the
loan. The amount of the impairment to be recognized generally is based on the fair value of the
partnerships real estate that represents the primary source of loan repayment. In certain
instances where other sources of cash flow are available to repay the loan, the impairment is
measured by discounting the estimated cash flows at the loans original effective interest rate. Investments in Unconsolidated Real Estate Partnerships We own general and limited partner interests in real estate partnerships that own apartment
properties. We account for investments in real estate partnerships that we do not consolidate
under the equity method. Under the equity method, our share of the earnings or losses of the
entity for the periods being presented is included in equity in earnings (losses) from
unconsolidated real estate partnerships, except for our share of impairments and property
disposition gains related to such entities, which we report separately in the consolidated
statements of income. Intangible Assets At December 31, 2004 and 2003, other assets included goodwill of $88.1 million and
$99.8 million, respectively, associated with the purchase of affordable properties and other
businesses that we had previously amortized on a straight-line basis. We account for goodwill and
other intangible assets in accordance with the requirements of Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets, or SFAS 142. SFAS 142 does not permit
amortization of goodwill and other intangible assets with indefinite lives, but requires an annual
impairment test of such assets. The first step of the impairment test compares the fair value of
reporting units with their carrying amounts, including goodwill. Based on the application of the
goodwill impairment test set forth in SFAS 142, we determined that our goodwill was not impaired in
2004, 2003 or 2002. The 2004 decrease in goodwill was attributable to a change in the
accounting for our investment in a previously consolidated entity
that we now account for under the equity method. Other assets also includes intangible assets for purchased management contracts with
finite lives that we amortize on a straight-line basis over terms ranging from five to twenty years
and intangible assets for in-place leases as discussed under Acquisition of Real Estate Assets and
Related Depreciation and Amortization. Capitalized Software Costs Purchased software and other costs related to software developed for internal use are
capitalized during the application development stage and are amortized using the straight-line
method over the estimated useful life of the software, generally five years. We write off the
costs of software development projects when it is no longer probable that the software will be
completed and placed in service. During 2004, we wrote off $1.1 million of software development
costs. For the years ended December 31, 2004, 2003 and 2002, we capitalized software development
costs totaling $18.1 million, $18.9 million and $8.0 million, respectively. At December 31, 2004
and 2003, other assets included $43.4 million and $36.7 million of net capitalized software,
respectively. Minority Interest in Consolidated Real Estate Partnerships We reflect unaffiliated partners interests in consolidated real estate partnerships as
minority interest in consolidated real estate partnerships. Minority interest in consolidated real
estate partnerships represents the minority partners share of the underlying net assets of our
consolidated real estate partnerships. When these consolidated real estate partnerships make cash
distributions to partners in excess of the carrying amount of the minority interest, we generally
record a charge equal to the amount of such excess distribution, even though there is no economic
effect or cost. We report this charge in the consolidated statements of income as deficit
distributions to minority partners. We allocate partnership losses to minority partners to the
extent of the carrying amount of the minority interest. We generally record a charge when
partnership losses exceed the carrying amount of the minority interest, even though there is no
economic effect or cost. We report this charge in the consolidated F-13




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statements of income within minority interest in consolidated real estate partnerships. We do
not record charges for distributions or losses in certain limited instances where the minority
partner has a legal obligation and financial capacity to contribute additional capital to the
partnership. For the years ended December 31, 2004, 2003, and 2002, we recorded charges for
partnership losses resulting from depreciation of approximately $5.2 million, $1.5 million, and
$7.0 million, respectively, that were not allocated to minority partners because the losses
exceeded the carrying amount of the minority interest. Revenue Recognition Our properties have operating leases with apartment residents with terms generally of twelve
months or less. We recognize rental revenue related to these leases, net of any concessions, on a
straight-line basis over the term of the lease. We recognize revenues from property management,
asset management, syndication, development and other services when the related fees are earned and
are realized or realizable. Stock-Based Compensation Effective January 1, 2003, Aimco adopted the accounting provisions of Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation,or SFAS 123, as amended by
Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123,or SFAS 148, and
applied the prospective method set forth in SFAS 148 with respect to the transition. Under this
method, Aimco applies the fair value recognition provisions of SFAS 123 to all employee awards
granted, modified, or settled on or after January 1, 2003, which has resulted in recognition of
compensation expense related to stock options based on the fair value of the stock options. For
stock options granted prior to January 1, 2003, Aimco applies Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees, or APB 25, and related interpretations. Under
APB 25, because the exercise price of Aimcos employee stock options equaled the market price of
the underlying stock on the date of grant, no compensation expense related to such options has been
recognized. Aimco recognizes compensation expense for stock options accounted for under SFAS 123
and restricted stock awards ratably over the period the awards vest. Compensation expense is
reversed as forfeitures occur. For purposes of the pro forma disclosures below, the estimated fair values for all awards made
prior to January 1, 2003 are amortized over the respective vesting period for each such option and
are shown as expense as if SFAS 123 had been applied to all such awards. Pro forma information
regarding net income and earnings per unit is required by SFAS 123, which also requires that the
information be determined as if Aimco had accounted for its employee stock options granted
subsequent to December 31, 1994 under the fair value method. The fair value for these options
granted over the last three years was estimated at the date of grant using a Black-Scholes
valuation model with the following assumptions: 2004
    
    
    2003
    
    
    2002Risk free interest rate
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    4.2
    %Expected dividend yield
    
    
    7.5
    %
    
    
    9.0
    %
    
    
    7.5
    %Volatility factor of the expected market
price of Aimco Class A Common Stock
    
    
    0.191
    
    
    
    0.195
    
    
    
    0.210Weighted average expected life of options
    
    5.0 years
    
    5.0 years
    
    4.5 yearsWeighted
average fair value of options granted during the year
    
    $
    2.24
    
    
    $
    2.26
    
    
    $
    3.52
 The Black-Scholes valuation model was developed for use in estimating the fair value of traded
options and does not take into account vesting requirements or restrictions on transferability. In
addition, the valuation model requires the input of highly subjective assumptions including the
expected stock price volatility. Aimcos employee stock options have characteristics significantly
different from those of traded options, and changes in the subjective input assumptions can
materially affect the fair value estimate. F-14




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The following table illustrates the effect on net income and earnings per unit if the fair
value based method had been applied to all outstanding and unvested awards in each period
presented. Our pro forma information for the years ended December 31, 2004, 2003 and 2002 is as
follows (in thousands, except per unit data): 2004
    
    
    2003
    
    
    2002Net income attributable to common unitholders, as reported
    
    $
    196,199
    
    
    $
    74,242
    
    
    $
    98,556Add: Stock-based employee compensation expense included
in reported net income:Restricted stock awards
    
    
    4,903
    
    
    
    4,088
    
    
    
    4,233Stock options
    
    
    1,603
    
    
    
    892
    
    
    
    Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards:Restricted stock awards
    
    
    (4,903
    )
    
    
    (4,088
    )
    
    
    (4,233
    )Stock options
    
    
    (4,289
    )
    
    
    (4,744
    )
    
    
    (6,921
    )Pro forma net income attributable to common unitholders
    
    $
    193,513
    
    
    $
    70,390
    
    
    $
    91,635Basic earnings per common unit:Reported
    
    $
    1.88
    
    
    $
    0.71
    
    
    $
    1.00Pro forma
    
    $
    1.86
    
    
    $
    0.67
    
    
    $
    0.93Diluted earnings per common unit:Reported
    
    $
    1.88
    
    
    $
    0.71
    
    
    $
    0.99Pro forma
    
    $
    1.86
    
    
    $
    0.67
    
    
    $
    0.92
 The effects of applying SFAS 123 in calculating pro forma income attributable to common
unitholders and pro forma basic and diluted earnings per unit may not necessarily be indicative of
the effects of applying SFAS 123 to future years earnings. As discussed in Note 21, Aimco is
required to change its method of accounting for stock-based compensation in 2005. Discontinued Operations In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment of Long-Lived Assets to be Disposed Of, or SFAS 144, we classify certain properties as
held for sale (see Note 15). The property operating income, interest expense and interest income
are presented in discontinued operations in both current periods and all comparable periods
presented. In addition, depreciation is not recorded on properties held for sale, however,
depreciation expense recorded prior to classification as held for sale is included in discontinued
operations. The net gain on sale and any impairment losses are presented in discontinued
operations when recognized. Derivative Financial Instruments We primarily use long-term, fixed-rate and self-amortizing non-recourse debt in order to
avoid, among other things, risk related to fluctuating interest rates. For our variable-rate debt,
we are sometimes required by our lenders to limit our exposure to interest rate fluctuations by
entering into interest rate swap or cap agreements. The interest rate swap agreements moderate our
exposure to interest rate risk by converting the variable-rate debt to a fixed rate. The interest
rate cap agreements effectively limit our exposure to interest rate risk by providing a ceiling on
the underlying variable interest rate. The fair values of these instruments are reflected as
assets or liabilities in the balance sheet, and periodic changes in fair value are included in
interest expense. These instruments are not material to our financial position and results of
operations. Insurance We believe that our insurance coverages insure our properties adequately against the risk of
loss attributable to fire, earthquake, hurricane, tornado, flood, and other perils. In addition, we
reinsure substantial portions of our property, workers compensation, health, and general liability
insurance coverage. Losses are accrued based upon our estimates of the aggregate liability for
claims incurred using certain actuarial assumptions followed in the insurance industry and based on
our experience. Income Taxes F-15




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Aimco has elected to be taxed as a REIT, as defined under the Internal Revenue Code of 1986,
as amended. As a REIT, Aimco generally will not be subject to United States Federal income taxes
at the corporate level on its net income that is distributed to its stockholders if Aimco
distributes at least 90% of its REIT taxable income to its stockholders. If Aimcos taxable income
exceeds its dividends in a tax year, REIT tax rules allow Aimco to throw back dividends from the
subsequent tax year in order to avoid current taxation on undistributed income. Throwing back of
dividends can result in excise taxes. REITs are also subject to a number of other organizational
and operational requirements. If Aimco fails to qualify as a REIT in any taxable year, its taxable
income will be subject to United States 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 United States Federal income tax. Aimco also will be
required to pay a 100% tax on non-arms length transactions between it and a taxable REIT subsidiary
and on any net income from sales of property that the IRS successfully asserts was property held
for sale to customers in the ordinary course. Certain of Aimcos operations (property management, asset management, risk, etc.) are
conducted through taxable REIT subsidiaries, which are subsidiaries of the Partnership and each of
which we refer to as a TRS. A TRS is a C-corporation that has not elected REIT status and as such
is subject to United States Federal corporate income tax. Aimco uses the TRS format to facilitate
its ability to offer certain services and activities to our residents that are not generally
considered as qualifying REIT activities. For our taxable REIT subsidiaries, deferred income taxes result from temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for Federal income tax purposes, and are measured using the enacted tax rates and laws
that are expected to be in effect when the differences reverse. Earnings Per Unit We calculate earnings per unit based on the weighted average number of common OP Units, common
unit equivalents and dilutive convertible securities outstanding during the period. Diluted
earnings per unit also includes the effect of potential issuances of additional common 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 aggregate fair value of our cash and cash equivalents, receivables, payables and
short-term secured debt as of December 31, 2004 approximates their carrying value due to their
relatively short-term nature. We further believe that the fair value of our variable rate secured
tax-exempt bond debt and secured long-term debt also approximate their carrying value. For notes
receivable, fixed rate secured tax-exempt bond debt and secured long-term debt, fair values have
been based on estimates using present value techniques. Present value calculations vary
significantly depending on the assumptions used, including the discount rate and estimates of
future cash flows. We estimate fair value for our fixed rate debt agreements based on the quoted
market prices for the same or similar issues. In many cases, the fair value estimates may not be
realized in immediate settlement of the instruments. The estimated combined fair value of our
notes receivable at December 31, 2004 and December 31, 2003, was approximately $201 million and
$216 million, respectively. See Note 5 for further details on notes receivable. The estimated
combined fair value of our secured tax-exempt bonds and secured notes payable at December 31, 2004
and December 31, 2003, was approximately $6.0 billion and $6.0 billion, respectively. See Note 6
for further details on secured tax-exempt bonds and secured notes payable. Concentration of Credit Risk Financial instruments that potentially could subject us to significant concentrations of
credit risk consist principally of notes receivable. Concentrations of credit risk with respect to
notes receivable are limited due to the large number of partnerships comprising our partnership
base, the geographic diversity of the underlying properties, and the amount of partnership
distributions. F-16




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Use of Estimates The preparation of our consolidated financial statements in conformity with accounting
principles generally accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts included in the financial statements and accompanying
notes thereto. Actual results could differ from those estimates. Reclassifications Certain items included in the 2003 and 2002 financial statements amounts have been
reclassified to conform to the 2004 presentation. NOTE 3  Acquisitions and Joint Ventures Real Estate Acquisitions During 2004 we completed the acquisitions of 10 properties containing approximately 1,359
residential units and some ground floor retail space for an aggregate purchase price of
approximately $197.8 million. Of the 10 properties acquired, six are located in the New York City
area, two in Massachusetts, one in Florida and one in the Chicago area. The purchases were funded
with cash, tax-free exchange funds, new debt and the assumption of existing debt. On January 30, 2004, Aimco completed the acquisition of The Palazzo at Park La Brea located in
Los Angeles, California, a mid-rise apartment community with 521 units, for $162.9 million, which
included $0.5 million in transaction costs. The Palazzo at Park La Brea is the second of three
phases completed as part of the Park La Brea development. Aimco paid approximately $69.7
million in cash and was required to repay existing construction loan financing of approximately
$92.7 million. The repayment of existing mortgage indebtedness was funded primarily through a
non-recourse, long-term, variable rate, partially amortizing property note of $88.1 million, with
an interest rate of 1.50% over 30-day LIBOR. In order to fund the acquisition of The Palazzo at Park La Brea, we loaned $69.7 million to
Aimco in exchange for a note receivable, which we refer to as The Palazzo at Park La Brea Note.
The note bears interest at the rate of 5.25% per annum, with interest payments due on December 31
of each year, with all unpaid principal and interest due on December 31, 2014. Upon completion of
the purchase, Aimco contributed the assets and liabilities of The Palazzo at Park La Brea to us in
exchange for 2,787,111 Class Twelve Partnership Preferred Units, or the Class Twelve Preferred
Units. The Class Twelve Preferred Units paid distributions of $1.3125 per unit on December 31 of
each year,with the first distribution being prorated from the date of issuance. Aimco
repaid The Palazzo at Park La Brea Note with the proceeds from the issuance of Class U Cumulative
Preferred Stock (see Note 13). During 2003, we completed acquisitions of two properties (one located in the New York City
area and one in Florida) containing 415 residential units and 12 commercial units for an aggregate
purchase price of $96.5 million. The purchases were funded with cash, common OP Units, new debt,
and the assumption of existing debt. Acquisitions of Partnership Interests During 2004 and 2003, we acquired limited partnership interests in 147 partnerships and 166
partnerships, respectively, in which our affiliates served as general partner. In connection with
such acquisitions in both consolidated and unconsolidated real estate partnerships, during 2004 we
paid approximately $50 million, which included transaction costs, of which $48 million was in cash
and the remainder in OP Units, and during 2003 we paid approximately $27 million, which included
transaction costs, of which $26 million was in cash and the remainder in OP Units. The 2004 and
2003 amounts were approximately $89 million and $56 million, respectively, in excess of the
minority interests book value in such limited partnerships, which we generally identified to real
estate. In July 2003, we acquired the remaining 50% interest in the partnership that owns Lincoln
Place, a 795-unit apartment community in Venice, California, for a purchase price of approximately
$63 million, funded through a combination of cash and assumed non-recourse mortgage debt. During
2001, we acquired an approximate 50% interest in the partnership that owns Lincoln Place, which we
funded through the payment of cash and the issuance of Class Nine Partnership Preferred Units, or
the Class Nine Preferred Units. In connection with the July 2003 transaction, we repurchased for
approximately $33 million all outstanding Class Nine Preferred Units that were issued in connection
with the 2001 purchase and approximately 147,000 common OP Units that had been issued upon
conversion of Class Nine Preferred Units issued in the 2001 purchase. F-17




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GE Joint Venture On December 30, 2003 we entered into an equity financing with GE Real Estate in the form of a
joint venture, which we refer to the as the GE JV. At closing, we contributed to the GE JV
interests in 33 of our apartment properties with a total of 9,534 units, and GE Real Estate
contributed cash, of which we received approximately $107 million before transaction costs and
funding of reserves. The 33 apartment properties we contributed had an agreed-upon transaction
value of approximately $346 million and mortgage debt of approximately $204 million that was
assumed by the GE JV. In March 2004, we contributed to the GE JV interests in four additional
apartment properties with a total of 900 units, and GE Real Estate contributed cash, of which we
received approximately $11.0 million before transaction costs and funding of reserves. The four
apartment properties we contributed had an agreed-upon transaction value of approximately $36.0
million and mortgage debt of approximately $21.0 million that was assumed by the GE JV. As a
result of our control over day-to-day operations, we continue to consolidate the properties
contributed to the GE JV in our consolidated financial statements and did not recognize any gain as
a result of this transaction. GE Real Estates interest in these net assets is included in
minority interest in consolidated real estate partnerships. NOTE 4  Investments in Unconsolidated Real Estate Partnerships We owned general and limited partner interests in unconsolidated real estate partnerships
owning approximately 330, 441 and 511 properties at December 31, 2004, 2003 and 2002, respectively.
We acquired these interests through various transactions, including large portfolio acquisitions
and offers to individual limited partners. Our total ownership interests in these unconsolidated
real estate partnerships ranges typically from less than 1% to 50%. The following table provides selected combined financial information for our unconsolidated
real estate partnerships as of and for the years ended December 31, 2004, 2003 and 2002 (in
thousands): 2004
    
    
    2003
    
    
    2002Real estate, net of accumulated depreciation
    
    $
    1,004,501
    
    
    $
    1,441,739
    
    
    $
    1,569,144Total assets
    
    
    1,255,434
    
    
    
    1,809,990
    
    
    
    1,880,982Secured and other notes payable
    
    
    1,146,141
    
    
    
    1,704,963
    
    
    
    1,787,756Total liabilities
    
    
    1,545,250
    
    
    
    2,256,370
    
    
    
    2,306,931Partners deficit
    
    
    (289,816
    )
    
    
    (446,380
    )
    
    
    (425,949
    )Rental and other property revenues
    
    
    320,687
    
    
    
    538,759
    
    
    
    587,199Property operating expenses
    
    
    (201,248
    )
    
    
    (328,759
    )
    
    
    (319,685
    )Depreciation expense
    
    
    (72,577
    )
    
    
    (110,978
    )
    
    
    (123,489
    )Interest expense
    
    
    (99,120
    )
    
    
    (157,513
    )
    
    
    (176,087
    )Gain on sale
    
    
    100,669
    
    
    
    85,718
    
    
    
    48,748Net income
    
    
    50,778
    
    
    
    40,782
    
    
    
    27,505
 The decrease in the amounts in the above table from year to year was primarily due to
dispositions of real estate owned by our unconsolidated real estate partnerships and our purchase
of additional interests in, and resulting consolidation of, various partnerships previously
accounted for under the equity method. As a result of our acquisition of interests in unconsolidated real estate partnerships, the
investment in these partnerships at December 31, 2004 and 2003 of $187.0 million and $228.9
million, respectively, is approximately $122.5 million and $321.5 million, respectively, in excess
of our share of the underlying historical partners deficit of the partnerships. The excess of the
cost of the investments acquired over the equity in the underlying historical partners deficit is
primarily ascribed to the fair values of land and buildings owned by the unconsolidated real estate
partnerships. We amortize the excess basis related to the buildings over the estimated useful
lives of the buildings. Such amortization is recorded as a component of equity in earnings
(losses) of unconsolidated real estate partnerships. F-18




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##### Table of Contents



NOTE 5  Notes Receivable The following table summarizes our notes receivable at December 31, 2004 and 2003 (in
thousands): 2004
    
    
    2003Unconsolidated
    
    
    
    
    
    
    
    
    
    
    UnconsolidatedReal Estate
    
    
    Non-
    
    
    
    
    
    
    Real Estate
    
    
    Non-Partnerships
    
    
    Affiliates
    
    
    Total
    
    
    Partnerships
    
    
    Affiliates
    
    
    TotalPar value notes
    
    $
    81,217
    
    
    $
    31,217
    
    
    $
    112,434
    
    
    $
    63,829
    
    
    $
    68,431
    
    
    $
    132,260Discounted notes
    
    
    91,221
    
    
    
    499
    
    
    
    91,720
    
    
    
    86,223
    
    
    
    340
    
    
    
    86,563Allowance for loan
losses
    
    
    (7,149
    )
    
    
    
    
    
    
    (7,149
    )
    
    
    (10,122
    )
    
    
    
    
    
    
    (10,122
    )Total notes receivable
    
    $
    165,289
    
    
    $
    31,716
    
    
    $
    197,005
    
    
    $
    139,930
    
    
    $
    68,771
    
    
    $
    208,701Face value of
discounted
notes
    
    $
    132,654
    
    
    $
    1,249
    
    
    $
    133,903
    
    
    $
    136,979
    
    
    $
    1,249
    
    
    $
    138,228
 Included in notes receivable from unconsolidated real estate partnerships at December 31, 2004
and 2003, are $31.3 million and $30.8 million, respectively, in notes that were secured by
interests in real estate or interests in real estate partnerships. We earn interest on these
secured notes receivable at various annual interest rates ranging between 6.0% and 12.0% and
averaging 9.7%. Included in the notes receivable from non-affiliates at December 31, 2004 and 2003, are $9.1
million and $20.9 million, respectively, in notes that were secured by interests in real estate or
interests in real estate partnerships. We earn interest on these secured notes receivable at
various annual interest rates ranging between 4.0% and 9.0% and averaging 7.3%. Additionally, included in notes receivable from non-affiliates at December 31, 2004 and 2003
are notes receivable from Alan I. Casden for an aggregate of $9.4 million and $35.0 million,
respectively. Prior to the March 2002 acquisition of Casden Properties, Inc. by Aimco (which we
refer to as the Casden Transactions) in which Aimco acquired NAPICO, investors holding limited
partnership units in various limited partnerships of which NAPICO is the corporate general partner
commenced an action (the REAL Litigation) against NAPICO and certain other defendants. On
December 30, 2003, a settlement agreement (the Settlement Agreement) between NAPICO and Aimco and
the prior shareholders of Casden Properties, Inc. closed in accordance with its terms. Among other
things, the Settlement Agreement provided that The Casden Company deliver promissory notes (each a
Note and collectively, the Notes) to NAPICO in an aggregate amount of $35 million ($7 million
per year for 5 years), plus interest, on a secured, non-recourse basis. The Notes were secured by
(i) approximately 804,000 shares of Aimco Class A Common Stock and (ii) cash proceeds of recoveries
or settlements that Alan I. Casden or any of his affiliates, or any of the former shareholders of
Casden Properties Inc., receive in connection with or related to the REAL Litigation. On September
22, 2004, Aimco entered into an agreement with respect to certain proceeds to be received by Alan
I. Casden and Casdens right to deliver Aimco Class A Common Stock at an agreed-upon value of $47
per share in satisfaction of the Notes. Pursuant to this agreement, Aimco received $20 million in
cash as payment in full on the three Notes due in 2004, 2005 and 2006. Thereafter, at various
intervals spanning approximately 1.5 years, Aimco will receive cash payments of $4.0 million, $3.0
million and $2.5 million in satisfaction of the Notes due in 2007 and 2008. This transaction
resolves a contingency based on the price of Aimco Class A Common Stock related to the Casden
Transactions. In accordance with SFAS 141, Aimco recorded a $4.8 million charge to additional
paid-in capital, representing the difference between the $29.1 million fair value of the
consideration to be paid pursuant to the settlement and the $33.9 million book value of the Notes. Interest income from total non-impaired par value notes for the years ended December 31, 2004,
2003 and 2002 totaled $20.5 million, $15.5 million and $26.6 million, respectively. For the years
ended December 31, 2004, 2003, and 2002, we recognized accretion income on total discounted notes
of approximately $6.3 million ($0.06 per basic and diluted unit), $3.3 million ($0.03 per basic and
diluted unit), and $36.8 million ($0.38 per basic unit and $0.37 per diluted unit), respectively. F-19




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The activity in the allowance for loan losses in total for both par value notes and discounted
notes for the years ended December 31, 2004 and 2003, is as follows (in thousands): 2004
    
    
    2003Balance at beginning of year
    
    $
    (10,122
    )
    
    $
    (9,979
    )Recoveries of (provision for) losses on notes receivable
    
    
    1,765
    
    
    
    (2,183
    )Net reductions due to newly consolidated and property sales
    
    
    1,208
    
    
    
    2,040Balance at end of year
    
    $
    (7,149
    )
    
    $
    (10,122
    )
 During the year ended December 31, 2004 and 2003, we determined that an allowance for loan
losses of $3.7 million and $6.6 million, respectively, was required on certain of our par value
notes that had carrying values of $17.1 million and $16.3 million, respectively. The average
recorded investment in the impaired par value notes for the years ended December 31, 2004 and 2003
was $15.8 million and $14.6 million, respectively. The remaining $95.3 million in par value notes
receivable at December 31, 2004 is collectible and, therefore, interest income on these par value
notes is recognized as it is earned. As of December 31, 2004 and 2003, we determined that an allowance for loan losses of $3.4
million and $3.5 million, respectively, was required on certain of our discounted notes that had
carrying values of $6.0 million and $4.9 million, respectively. The average recorded investment in
the impaired discounted notes for the years ended December 31, 2004 and 2003 was $5.8 million and
$6.3 million, respectively. NOTE 6  Secured Tax-Exempt Bond Financings and Secured Notes Payable The following table summarizes our secured tax-exempt bond financings at December 31, 2004 and
2003, the majority of which is non-recourse to us (in thousands): Weighted AverageInterest Rate
    
    
    2004
    
    
    2003Fixed rate secured tax-exempt bonds payable
    
    
    6.03
    %
    
    $
    391,979
    
    
    $
    368,769Variable rate secured tax-exempt bonds payable
    
    
    2.18
    
    
    
    741,815
    
    
    
    695,481Total
    
    
    
    
    
    $
    1,133,794
    
    
    $
    1,064,250
 Fixed rate secured tax-exempt bonds payable mature at various dates through October 2045.
Variable rate secured tax-exempt bonds payable mature at various dates through June 2034.
Principal and interest on these bonds are generally payable in semi-annual installments or in
monthly interest-only payments with balloon payments due at maturity. Certain of our tax-exempt
bonds at December 31, 2004 are remarketed periodically by a remarketing agent to maintain a
variable yield. If the remarketing agent is unable to remarket the bonds, then the remarketing
agent can put the bonds to us. We believe that the likelihood of this occurring is remote. At
December 31, 2004, our secured tax-exempt bond financings were secured by 90 properties with a
combined net book value of $1,786.5 million. The following table summarizes our secured notes payable at December 31, 2004 and 2003, the majority of
which are non-recourse to us (in thousands): Weighted AverageInterest Rate
    
    
    2004
    
    
    2003Conventional fixed rate secured notes payable
    
    
    6.89
    %
    
    $
    4,048,157
    
    
    $
    3,894,453Conventional variable rate secured notes payable
    
    
    3.64
    
    
    
    348,670
    
    
    
    39,664Secured notes credit facility
    
    
    3.21
    
    
    
    74,032
    
    
    
    184,328Total
    
    
    
    
    
    $
    4,470,859
    
    
    $
    4,118,445
 Fixed rate secured notes payable mature at various dates through October 2045. Variable rate
secured notes payable mature at various dates through November 2028. Principal and interest are
generally payable monthly or in monthly interest-only payments with balloon payments due at
maturity. At December 31, 2004, our secured notes payable were secured by 558 properties with a
combined net book value of $6,900.5 million. We have a secured revolving credit facility that provides for borrowings of up to $250 million
primarily to be used for financing properties that we intend to sell, as well as properties that
are under redevelopment. In addition to the amounts in the above table, there were approximately
$10 million and $9 million of notes that were provided through this facility that are
unconsolidated and not included within secured notes payable at December 31, 2004 and 2003,
respectively. The interest rate on the notes provided through this facility is the Fannie Mae
Discounted Mortgage-Backed Security index plus 0.85%, which interest rate resets monthly. Each
such loan under this facility is treated as a separate borrowing and is collateralized by a F-20




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specific property, and none of the loans is cross-collateralized or cross-defaulted. This
facility matures in September 2007, but can be terminated and repaid in full without penalty after
September 2005. Our consolidated debt instruments generally contain covenants common to the type of facility
or borrowing, including financial covenants establishing minimum debt service coverage ratios and
maximum leverage ratios. At December 31, 2004, we were in material compliance with all financial
covenants pertaining to our consolidated debt instruments. As of December 31, 2004, the scheduled principal amortization and maturity payments for our
secured tax-exempt bonds and secured notes payable are as follows (in thousands): Amortization
    
    
    Maturities
    
    
    Total2005
    
    $
    128,720
    
    
    $
    126,120
    
    
    $
    254,8402006
    
    
    133,238
    
    
    
    495,054
    
    
    
    628,2922007
    
    
    140,490
    
    
    
    237,468
    
    
    
    377,9582008
    
    
    145,163
    
    
    
    178,215
    
    
    
    323,3782009
    
    
    152,794
    
    
    
    124,639
    
    
    
    277,433Thereafter
    
    
    
    
    
    
    
    
    
    
    3,742,752$
    5,604,653
 NOTE 7  Mandatorily Redeemable Preferred Securities In accordance with SFAS 150, we report Trust Based Convertible Preferred Securities, which we
refer to as TOPRS, and the Class S Partnership Preferred Units, which we refer to as the Class S
Preferred Units, within the liabilities section of the consolidated balance sheets as of December
31, 2004 and 2003 (see Note 2 for further details on SFAS 150). In connection with the Insignia merger in 1998, we assumed the obligations under TOPRS with an
aggregate liquidation amount of $149.5 million. Since 1998, approximately $134.5 million of the
securities have been converted into Aimco Class A Common Stock, resulting in $15.0 million
remaining as of December 31, 2004, which also represents the redemption value. The securities
mature on September 30, 2016 and require quarterly distributions payable in arrears at the rate of
6.5% per annum. For the years ended December 31, 2004, 2003 and 2002, $1.0 million, $1.0 million
and $1.2 million, respectively, of distributions have been recorded to interest expense. The securities
are convertible by the holders at any time through September 30, 2016 and may be redeemed by us on
or after November 1, 1999. Each $50 of liquidation value of the securities can be converted into
Aimco Class A Common Stock at a conversion price of $49.61, which equates to 1.007 shares of Aimco
Class A Common Stock. In 2004 and 2003, the holders of the securities converted approximately $0.1
million and $0.05 million, respectively, of the securities into approximately 2,000 and 1,000
shares of Aimco Class A Common Stock, respectively. Concurrently, we issued 2,000 and 1,000 common
OP Units, respectively, to Aimco. On January 11, 2005, we redeemed for cash all outstanding TOPRS
(see Note 22 for further details on the redemption). On April 30, 2003, Aimco sold 4,000,000 shares ($100 million) of Class S Cumulative Redeemable
Preferred Stock, or the Class S Preferred Stock, through a private placement to an institutional
investor. Proceeds of $28.1 million were paid by Aimco to us to repay the note receivable
established in the acquisition of the Villas at Park La Brea and concurrently all
1,124,041 Class Eleven Partnership Preferred Units, which we refer to as the Class Eleven Preferred
Units, were converted into 1,124,041 Class S Preferred Units. The remaining net proceeds were
contributed by Aimco to us in exchange for 2,875,959 Class S Preferred Units. On January 30, 2004,
Aimco redeemed 1,015,228 shares of the Class S Preferred Stock at a redemption price of $24.625 per
share. On March 26, 2004, Aimco redeemed the remaining 2,984,772 shares of the Class S Preferred
Stock at a redemption price of $24.75 per share. Concurrently with these redemptions, we redeemed
for cash 1,105,228 and 2,984,772 Class S Preferred Units. In accordance with SFAS 150, for the
year ended December 31, 2004, we recorded to interest expense approximately $0.8 million of
distributions paid on the Class S Preferred Units and $0.4 million resulting from a redemption
value adjustment on February 1, 2004. For the year ended December 31, 2003, we recorded to
interest expense $2.0 million of distributions paid on the Class S Preferred Units and $0.75
million resulting from a redemption value adjustment. F-21




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##### Table of Contents



NOTE 8  Term Loans and Credit Facility On November 2, 2004, we entered into an Amended and Restated Senior Secured Credit Agreement,
which we refer to as the Credit Agreement, with a syndicate of financial institutions. In addition
to Aimco, the Partnership and two Aimco subsidiaries, NHP Management Company and AIMCO/Bethesda
Holdings, Inc. are also borrowers under the Credit Agreement. The Credit Agreement replaced our
previous two separate credit agreements. The original aggregate commitment under the Credit Agreement is $750 million, comprised of
$450 million of revolving loan commitments and a $300 million term loan tranche. The revolving
loans bear interest at a rate equal to (i) the LIBOR rate plus a margin that can range from 1.50%
to 2.00% (for LIBOR loans) or (ii) the base rate plus a margin that can range from 0% to 0.25% (for
base rate loans), in each case, depending on our leverage ratio. The term loan bears interest at a
rate equal to (i) the LIBOR rate plus 2.00% (for LIBOR loans) or (ii) the base rate plus 0.25% (for
base rate loans). The default rate of interest for the loan is equal to the applicable rate
described above plus 3%. The revolving loans mature on November 2, 2007, and the term loan matures
on November 2, 2009. The Credit Agreement includes customary financial covenants, including the maintenance of
specified ratios with respect to total indebtedness to gross asset value, total secured
indebtedness to gross asset value, aggregate recourse indebtedness to gross asset value, variable
rate debt to total indebtedness, debt service coverage and fixed charge coverage; the maintenance
of a minimum adjusted tangible net worth; and limitations regarding the amount of
cross-collateralized debt. The Credit Agreement includes other customary covenants, including a
restriction on distributions and other restricted payments, but permits distributions during any
12-month period in an aggregate amount of up to 95% of our funds from operations for such period or
such amount as may be necessary to maintain Aimcos REIT status. The Credit Agreement also permits
Aimco to repurchase Aimco Class A Common Stock using up to 80% of sales proceeds in any trailing
four-quarter period. The lenders under the Credit Agreement may accelerate any outstanding loans if, among other
things: we fail to make payments when due (subject to applicable grace periods); material defaults
occur under other debt agreements; certain bankruptcy or insolvency events occur; material
judgments are entered against us; we fail to comply with certain covenants, such as the requirement
to deliver financial information or the requirement to provide notices regarding material events
(subject to applicable grace periods in some cases); indebtedness is incurred in violation of the
covenants; or prohibited liens arise. Upon entering into the Credit Agreement on November 2, 2004, we borrowed $300.0 million under
the term loan facility, which bears interest at the LIBOR rate plus 2.0%, and $145.0 million under
the revolving credit facility, which currently bears interest at the LIBOR rate plus 1.75%.
Proceeds from the term loan were used to repay the outstanding loans under our previous loan
facilities and for other corporate purposes. Proceeds from the revolving loans made on the closing
date were used to repay outstanding loans under the previous loan facilities. The proceeds of
future revolving loans are generally permitted to be used to fund working capital and other
corporate purposes. At December 31, 2004, the outstanding principal balance of the term loan was $300.0 million at
an interest rate of 4.18%. At December 31, 2004, the outstanding principal balance of the
revolving loans was $68.7 million at a weighted average interest rate of 4.64% (based on various
weighted average LIBOR and base rate borrowings outstanding with various maturities). The amount
available under the revolving facility at December 31, 2004 was $358.2 million (after giving effect
to $23.1 million outstanding for undrawn letters of credit issued under the revolving facility).
As of December 31, 2004, we were in compliance with all financial covenant requirements. NOTE 9  Commitments and Contingencies Commitments In connection with the Casden Transactions, we and Aimco have commitments to:  
    purchase, for a contractually agreed minimum consideration of approximately $199
million, Palazzo East at Park La Brea upon satisfactory completion of construction and
attainment of 60% occupancy. Palazzo East at Park La Brea is comprised of a total of 610
units, construction of which was completed in December 2003. The Palazzo East at Park La
Brea acquisition was completed on February 28, 2005 (see Note 22). With regard to our
previously disclosed commitment to purchase Westwood, on January 3, 2005, we finalized an
agreement that extinguished our purchase obligation; F-22




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##### Table of Contents




    provide a stand-by facility of $64.5 million in debt financing associated with the
development of Palazzo East at Park La Brea and Westwood (as of December 31, 2004, no funds
have been drawn on this stand-by facility). In connection with the Westwood agreement
described above, the maximum amount we are required to provide through this stand-by
facility was reduced to $32.1 million. Additionally, with the February 28, 2005
acquisition of Palazzo East at Park La Brea, we are no longer required to provide this
stand-by facility;
    invest up to $50 million for a 20% limited liability company interest in Casden
Properties LLC. As of December 31, 2004, we had invested $39.2 million. Casden Properties
LLC intends to pursue new development opportunities in
Southern California and other markets. We have an option, but not an obligation, to
purchase at completion all multifamily rental projects developed by Casden Properties LLC;
and
    pay $2.5 million per quarter for five years (for an aggregate amount of $50 million) to
Casden Properties LLC as a retainer on account for redevelopment services on our assets (as
of December 31, 2004, $27.5 million has been paid). Guarantees In the ordinary course of business, we provide certain guarantees that are covered by the
provisions of FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others,or FIN 45. These guarantees
include: (i) standby letters of credit, which we may provide to enhance credit or guarantee our
performance under contractual obligations; (ii) limited guarantees, which we may provide to certain
of our lenders and that may require us to provide funds to maintain required loan-to-value ratios;
and (iii) guarantees in connection with our syndication of historical and affordable housing tax
credits, which we may provide to make available additional funding to cover operating cash flow
deficiencies, cover shortfalls related to the delivery of tax credits and cover financing
shortfalls related to project development. These guarantees have varying expiration dates ranging
from less than one year to fourteen years. The fair values of guarantees that are required to be
recognized under FIN 45 are not material to our financial statements. Legal Matters In addition to the matters described below, we are a party to various legal actions and
administrative proceedings arising in the ordinary course of business, some of which are covered by
liability insurance, and none of which we expect to have a material adverse effect on our
consolidated financial condition or results of operations. Limited Partnerships In connection with our acquisitions of interests in real estate partnerships, we are sometimes
subject to legal actions, including allegations that such activities may involve breaches of
fiduciary duties to the partners of such real estate partnerships or violations of the relevant
partnership agreements. We may incur costs in connection with the defense or settlement of such
litigation. We believe that we comply with our fiduciary obligations and relevant partnership
agreements. Although the outcome of any litigation is uncertain, we do not expect any such legal
actions to have a material adverse affect on our consolidated financial condition or results of
operations. Environmental Various Federal, state and local laws subject property owners or operators to liability for
management, and the costs of removal or remediation, of certain hazardous substances present on a
property. Such laws often impose liability without regard to whether the owner or operator knew of,
or was responsible for, the release or presence of the hazardous substances. The presence of, or
the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at
affected apartment communities and the ability to sell or finance affected properties. In addition
to the costs associated with investigation and remediation actions brought by government agencies,
the presence of hazardous substances on a property could result in claims by private plaintiffs for
personal injury, disease, disability or other infirmities. Various laws also impose liability for
the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or
treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is
potentially liable under such laws. These laws often impose liability whether or not the person
arranging for the disposal ever owned or operated the disposal facility. In connection with the
ownership, operation and management of properties, we could potentially be liable for environmental
liabilities or costs associated with our properties or properties we acquire or manage in the
future. F-23




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##### Table of Contents



Mold As previously disclosed, Aimco has been named as a defendant in lawsuits that have alleged
personal injury as a result of the presence of mold. In addition, we are aware of lawsuits against
owners and managers of multifamily properties asserting claims of personal injury and property
damage caused by the presence of mold, some of which have resulted in substantial monetary
judgments or settlements. We have only limited insurance coverage for property damage loss claims
arising from the presence of mold and for personal injury claims related to mold exposure. We have
implemented a national policy and procedures to prevent or eliminate mold from our properties and
believe that our measures will eliminate, or at least minimize, the effects that mold could have on
our residents. To date, we have not incurred any material costs or liabilities relating to claims
of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and
subject to change we can make no assurance that liabilities resulting from the presence of or
exposure to mold will not have a material adverse effect on our consolidated financial condition or
results of operations. San Francisco Litigation As previously disclosed, Aimco and four of its affiliated partnerships were parties to a
lawsuit with the City and County of San Francisco and certain of its agents. A settlement
agreement among the parties resolving the litigation became effective on November 4, 2004. The
settlement was subject to certain previously disclosed conditions subsequent that have been
satisfied. We intend to complete a renovation of the properties. The settlement and anticipated
renovation of the properties have had no material adverse effect on our consolidated financial
condition or results of operations. National Union Litigation As previously disclosed, National Program Services, Inc. and Vito Gruppuso (collectively
NPS) were insurance agents who sold to Aimco property insurance issued by National Union Fire
Insurance Company of Pittsburgh, Pennsylvania (National Union). The financial failure of NPS
resulted in defaults under two agreements by which NPS indemnified Aimco from losses relating to
the matters described below. As a result of such defaults, Aimco had a $16.7 million
insurance-related receivable that was subsequently reduced to $6.7 million following Aimcos
settlement with Lumbermens Mutual Casualty Company (Lumbermens) and an insurance agency. In
addition, Aimco has pending litigation against National Union, First Capital Group, a New York
based insurance wholesaler, NPS and other agents of National Union, for a refund of at least $10
million of the prepaid premium plus other damages. The contingent liabilities arising from the NPS
defaults also resulted in litigation against Aimco by Cananwill, Inc. (Cananwill), a premium
funding company, regarding an alleged balance due of $5.7 million on a premium finance agreement
that funded premium payments made to National Union. Aimco is also a plaintiff in litigation
against Cananwill and Combined Specialty Insurance Company, formerly known as Virginia Surety
Company, Inc., alleging Cananwills conversion of $1.6 million of unearned premium belonging to
Aimco and misapplication of such funds to the alleged debt asserted in the lawsuit initiated by
Cananwill. The matter in which Aimco is a plaintiff has been stayed by the court pending
resolution of the action filed by Cananwill against us. The previously disclosed litigation
brought by WestRM  West Risk Markets, Ltd. (WestRM) against XL Reinsurance America, Inc. (XL),
Greenwich Insurance Company (Greenwich) and Lumbermens in which Aimco had been made a third party
defendant continues. Summary judgment has been entered against defendants XL and Greenwich.
Similarly, the previously disclosed litigation brought by Highlands Insurance Company (Highlands)
against Cananwill, XL, Greenwich and Aimco also continues. In those cases in which Aimco is a
defendant, Aimco believes that it has meritorious defenses to assert, and will vigorously defend
itself against claims brought against it. In addition, Aimco will vigorously prosecute its own
claims. Although the outcome of any claim or matter in litigation is uncertain, we do not believe
that we will incur any material loss in connection with the insurance-related receivable or that
the ultimate outcome of these separate but related matters will have a material adverse effect on
our consolidated financial condition or results of operations. FLSA Litigation As previously disclosed, we and NHP Management Company (NHPMN), an affiliate of ours, are
defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA)
by failing to pay maintenance workers overtime for all hours worked in excess of forty per week.
The complaint attempts to bring a collective action under the FLSA and seeks to certify state
subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that we and NHPMN failed to compensate maintenance workers for time that they were required
to be on-call. Additionally, the complaint alleges we and NHPMN failed to comply with the FLSA in
compensating maintenance workers for time that they worked in responding to a call while on-call.
We have filed an answer to the amended complaint denying the substantive allegations. Discovery
relating to the certification of the collective action has concluded and briefing on the matter is
underway. Although F-24




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##### Table of Contents



the outcome of any litigation is uncertain, we do not believe that the ultimate outcome will
have a material adverse effect on our consolidated financial condition or results of operations. SEC Investigation As previously disclosed, the Central Regional Office of the United States Securities and
Exchange Commission (the SEC) is conducting a formal investigation relating to certain matters.
Although the staff of the SEC is not limited in the areas that it may investigate, we believe the
areas of investigation include Aimcos miscalculated monthly net rental income figures in third
quarter 2003, forecasted guidance, accounts payable, rent concessions, vendor rebates,
capitalization of payroll and certain other costs, and tax credit transactions. Aimco is
cooperating fully. We are not able to predict when the matter will be resolved. We do not believe
that the ultimate outcome will have a material adverse effect on our consolidated financial
condition or results of operations. Operating Leases We are obligated under office space and equipment non-cancelable operating leases. In
addition, we sublease certain of our office space to tenants under non-cancelable subleases.
Approximate minimum annual rentals under operating leases and approximate minimum payments to be
received under annual subleases are as follows (in thousands): Operating Lease
    
    
    SubleaseObligations
    
    

Receivables2005
    
    $
    7,262
    
    
    $
    1,5362006
    
    
    7,226
    
    
    
    1,4852007
    
    
    7,066
    
    
    
    1,5082008
    
    
    6,445
    
    
    
    1,0862009
    
    
    4,892
    
    
    
    597Thereafter
    
    
    14,035
    
    
    
    597Total
    
    $
    46,926
    
    
    $
    6,809
 Substantially all of the office space and equipment subject to the operating leases described
above are for the use of our corporate offices and regional operating centers. Rent expense
recognized totaled $5.8 million, $6.1 million, and $5.0 million for the years ended December 31,
2004, 2003 and 2002, respectively. Sublease receipts totaled approximately $0.9 million, $1.1
million and $0.8 million for the years ended December 31, 2004, 2003 and 2002, respectively. F-25




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##### Table of Contents



NOTE 10  Income Taxes Deferred income taxes reflect the net effects of temporary differences between the carrying
amounts of assets and liabilities of the taxable REIT subsidiaries for financial reporting purposes
and the amounts used for income tax purposes. Significant components of our deferred tax
liabilities and assets are as follows (in thousands): December 31, 2004
    
    
    December 31, 2003Deferred tax liabilities:Partnership differences
    
    $
    50,109
    
    
    $
    54,317Depreciation of fixed assets
    
    
    3,745
    
    
    
    956Interest income
    
    
    809
    
    
    
    8,240Deferred gains
    
    
    13,070
    
    
    
    5,061Other
    
    
    130
    
    
    
    3,289Total deferred tax liabilities
    
    $
    67,863
    
    
    $
    71,863Deferred tax assets:Net operating and capital loss carryforward
    
    $
    10,432
    
    
    $
    16,401Receivables
    
    
    7,350
    
    
    
    7,887Accrued liabilities
    
    
    11,184
    
    
    
    8,854Accrued interest expense
    
    
    5,215
    
    
    
    3,893Intangibles  management contracts
    
    
    10,922
    
    
    
    12,193Rehabilitation & Low Income Housing credits
    
    
    3,830
    
    
    
    3,358Total deferred tax assets
    
    
    48,933
    
    
    
    52,586Valuation allowance for deferred tax assets
    
    
    (1,209
    )
    
    
    (716
    )Deferred tax assets, net of valuation allowance
    
    
    47,724
    
    
    
    51,870Net deferred tax liabilities
    
    $
    20,139
    
    
    $
    19,993
 During the year ended December 31, 2004, we recorded a deferred tax asset related to low
income housing credits of approximately $0.5 million for which a full valuation reserve was
recorded. The remaining amount of our valuation reserve relates to tax credits that we do not
expect to utilize to reduce future tax obligations. Significant components of the provision (benefit) for income taxes are as follows and are
classified within other expenses (income), net in continuing operations and income from
discontinued operations, net in our statements of income for 2004, 2003 and 2002 (in thousands): Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2004
    
    
    2003
    
    
    2002Current:Federal
    
    $
    7,345
    
    
    $
    4,556
    
    
    $
    175State
    
    
    748
    
    
    
    840
    
    
    
    1,640Total current
    
    
    8,093
    
    
    
    5,396
    
    
    
    1,815Deferred:Federal
    
    
    634
    
    
    
    (10,065
    )
    
    
    (175
    )State
    
    
    72
    
    
    
    (1,150
    )
    
    
    (1,640
    )Total deferred
    
    
    706
    
    
    
    (11,215
    )
    
    
    (1,815
    )Total provision (benefit)
    
    $
    8,799
    
    
    $
    (5,819
    )
    
    $
    Classification:Continuing operations
    
    $
    (7,216
    )
    
    $
    (17,953
    )
    
    $
    (2,507
    )Discontinued operations
    
    $
    16,015
    
    
    $
    12,134
    
    
    $
    2,507
 F-26




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##### Table of Contents



Consolidated income (loss) subject to tax is $20,498,000 for 2004, ($3,990,000) for 2003, and
$5,093,000 for 2002. The reconciliation of income tax attributable to continuing and discontinued
operations computed at the U.S. statutory rate to income tax expense (benefit) is shown below
(dollars in thousands): Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31, 2004
    
    
    December 31, 2003
    
    
    December 31, 2002Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentTax at U.S. statutory rates on
consolidated income (loss) subject to tax
    
    $
    7,174
    
    
    
    35.0
    %
    
    $
    (1,396
    )
    
    
    35.0
    %
    
    $
    1,783
    
    
    
    35.0
    %State income tax, net of Federal tax benefit
    
    
    818
    
    
    
    4.0
    %
    
    
    (306
    )
    
    
    7.6
    %
    
    
    
    
    
    
    0.0
    %Effect of permanent differences
    
    
    314
    
    
    
    1.5
    %
    
    
    2,202
    
    
    
    (55.2
    %)
    
    
    5,347
    
    
    
    105.0
    %Increase (decrease) valuation allowance
    
    
    493
    
    
    
    2.4
    %
    
    
    (6,319
    )
    
    
    158.4
    %
    
    
    (7,130
    )
    
    
    (140.0
    %)$
    8,799
    
    
    
    42.9
    %
    
    $
    (5,819
    )
    
    
    145.8
    %
    
    $
    
    
    
    
    (0.0
    %)
 During the quarter ended March 31, 2003, in an effort to streamline business processes and
operational efficiencies of our property management and services businesses, we contributed all of
the capital stock of NHP Management Company to AIMCO/Bethesda Holdings, Inc. (both of which are
wholly-owned taxable REIT subsidiaries). In connection with this transaction, we reversed a
valuation reserve related to future deductions and tax loss carryforwards of NHP Management Company
and thereby recognized approximately $8.0 million of deferred tax benefits within other expenses
(income), net. This deferred tax benefit increased net income by approximately $7.1 million, net
of minority interest, and resulted in an increase in basic and diluted earnings per unit of $0.08
for the year ended December 31, 2003. Income taxes paid totaled approximately $2,727,000, $3,771,000, and $1,620,000 in the years
ended December 31, 2004, 2003 and 2002, respectively. At December 31, 2004, we had net operating loss carryforwards (NOLs) of approximately $27.0
million for income tax purposes that expire in years 2017 to 2023. Subject to certain separate
return limitations, we may use these NOLs to offset all or a portion of taxable income generated by
our taxable REIT subsidiaries. Additionally, at December 31, 2004, we had tax credit carryforwards
of approximately $3.8 million for income tax purposes that expire in years 2012 to 2023. NOTE 11  Related Party Notes Receivable In exchange for the sale of certain real estate assets to Aimco in December 2000, we received
notes receivable, which we refer to as the Notes, totaling $10.1 million. The Notes bear interest
at the rate of 5.7% per annum. Of the $10.1 million total, $7.6 million is due upon demand, and
the remainder is due in scheduled semi-annual payments with all unpaid principal and interest due
on December 31, 2010. At December 31, 2004 and 2003, the balance of the Notes totaled $12.6
million and $12.0, respectively, which includes accrued and unpaid interest. In order to fund the acquisition of The Palazzo at Park La Brea in January 2004, we loaned
$69.7 million to Aimco in exchange for a note receivable, which we refer to as The Palazzo at Park
La Brea Note. The note bears interest at the rate of 5.25% per annum, with interest payments due
on December 31 of each year, with all unpaid principal and interest due on December 31, 2014. Aimco repaid The Palazzo at Park La Brea Note with the proceeds from the issuance of
Class U Cumulative Preferred Stock (see Note 13). NOTE 12  Registration Statements On March 26, 2004, Aimco and the Partnership filed a shelf registration statement with the
Securities and Exchange Commission, or the SEC, with respect to an aggregate of $1.05 billion of
our debt and equity securities (of which approximately $50 million was carried over from the 2001
shelf registration statement) and $500.0 million of debt securities of the Partnership (all of
which was carried forward from the 2001 shelf registration statement). On April 5, 2004, the
SEC declared the 2004 shelf registration statement effective. Under this 2004 shelf registration
statement, Aimco had approximately $876.6 million of debt and equity securities, and the
Partnership had $500.0 million of debt securities, available for sale as of December 31, 2004. F-27




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##### Table of Contents



NOTE 13  Partners capital Preferred OP Units All classes of preferred OP Units are pari passu with each other and are senior to the common
OP Units. None of the classes of preferred OP 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 OP Units are subject to being declared by the
General Partner. At December 31, 2004 and 2003, the following classes of preferred OP Units outstanding (stated
at their redemption values) owned by Aimco: AnnualDistribution
    
    
    BalanceRedemption
    
    
    Conversion
    
    
    Rate Per Unit
    
    
    2004
    
    
    2003Date (1)
    
    

Price
    
    
    (paid quarterly)
    
    
    (in thousands)
    
    
    (in thousands)Perpetual:Class D Partnership Preferred Units, 1,250,002
and 2,700,002 units issued and outstanding (2)
    
    
    02/19/2003
    
    
    
    
    
    
    
    8.75
    %
    
    $
    31,250
    
    
    $
    67,500Class G Partnership Preferred Units, 4,050,000
units issued and outstanding
    
    
    07/15/2008
    
    
    
    
    
    
    
    9.375
    %
    
    
    101,250
    
    
    
    101,250Class Q Partnership Preferred Units, 2,530,000
units issued and outstanding
    
    
    03/19/2006
    
    
    
    
    
    
    
    10.10
    %
    
    
    63,250
    
    
    
    63,250Class R Partnership Preferred Units, 6,940,000
units issued and outstanding
    
    
    07/20/2006
    
    
    
    
    
    
    
    10.00
    %
    
    
    173,500
    
    
    
    173,500Class T Partnership Preferred Units, 6,000,000
units issued and outstanding
    
    
    07/31/2008
    
    
    
    
    
    
    
    8.00
    %
    
    
    150,000
    
    
    
    150,000Class U Partnership Preferred Units, 8,000,000
and zero units issued and outstanding (3)
    
    
    03/24/2009
    
    
    

    
    
    
    
    7.75
    %
    
    
    200,000
    
    
    
    Class V Partnership Preferred Units, 3,450,000
and zero units issued and outstanding (4)
    
    
    09/29/2009
    
    
    
    
    
    
    
    8.00
    %
    
    
    86,250
    
    
    
    Class Y Partnership Preferred Units, 3,450,000
and zero units issued and outstanding (5)
    
    
    12/21/2009
    
    
    
    
    
    
    
    7.875
    %
    
    
    86,250
    
    
    
    891,750
    
    
    
    555,500Convertible (6):Class N Partnership Preferred Units, zero and
4,000,000 units issued and outstanding (7)
    
    
    09/12/2003
    
    
    $
    52.50
    
    
    
    9.00
    %
    
    
    
    
    
    
    100,000Class O Partnership Preferred Units, zero and
1,904,762 units issued and outstanding (8)
    
    
    09/15/2003
    
    
    $
    52.50
    
    
    
    9.00
    %
    
    
    
    
    
    
    100,000Class P Partnership Preferred Units, zero and
3,999,662 units issued and outstanding (9)
    
    
    03/26/2004
    
    
    $
    56.00
    
    
    
    9.00
    %
    
    
    
    
    
    
    99,992Class W Partnership Preferred Units, 1,904,762
and zero units issued and outstanding (8)
    
    
    09/30/2007
    
    
    $
    52.50
    
    
    
    8.10
    %
    
    
    100,000
    
    
    
    Class X Partnership Preferred Units, 2,000,000
and zero units issued and outstanding (10)
    
    
    03/31/2006
    
    
    $
    52.50
    
    
    
    8.50
    %
    
    
    50,000
    
    
    
    150,000
    
    
    
    299,992Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,041,750
    
    
    $
    855,492
 All of the above have a liquidation preference per unit of $25, with the exception of the
Class W Partnership Preferred Units, which have a liquidation preference per unit of $52.50.  (1)
    All classes of preferred units are redeemable, at Aimcos option, on and after the dates
specified.(2)
    On August 18, 2003, Aimco redeemed 1,499,998 shares of Class D Cumulative Preferred Stock,
par value $0.01 per share, or the Class D Preferred Stock, at a redemption price of $25 per
share, or $37.5 million, plus an amount equal to accumulated and unpaid dividends through
August 18, 2003, for a total of $25.2066 per share. On November 5, 2004, Aimco redeemed
1,450,000 shares of Class D Preferred Stock at a redemption price of $25 per share, or $36.25
million, plus an amount equal to accumulated and unpaid dividends through November 5, 2004,
for a total of $25.1276 per share. Concurrently with these redemptions, we redeemed for cash
each of our Class D Partnership Preferred Units, which we refer to as the Class D Preferred
Units. F-28




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##### Table of Contents



(3)
    On March 24, 2004, Aimco sold 8,000,000 shares of Class U Cumulative Preferred Stock, par
value $0.01 per share, or the Class U Preferred Stock, in a registered public offering.
Proceeds of $69.8 million were paid by Aimco to us to repay The Palazzo at Park La Brea Note
(see Note 3) and concurrently 2,787,111 Class Twelve Preferred Units were converted into
2,787,111 Class U Partnership Preferred Units, or the Class U Preferred Units. The remaining
net proceeds were contributed by Aimco to us in exchange for 5,212,889 Class U Preferred
Units. We used these proceeds to redeem a portion of Class S Preferred Units and the
remainder to pay down our revolving credit facility that was later used to redeem Class P
Partnership Preferred Units. The Class U Preferred Units have substantially the same terms as
the Class U Preferred Stock.(4)
    On September 29, 2004, Aimco sold 3,450,000 shares of Class V Cumulative Preferred Stock, par
value $0.01 per share, or the Class V Preferred Stock, in a registered public offering.
Proceeds of approximately $83.2 million were contributed by Aimco to us in exchange for Class
V Partnership Preferred Units, or the Class V Preferred Units. We used these proceeds to
redeem 2,000,000 Class N Partnership Preferred Units, or the Class N Preferred Units, and the
remainder to pay down our revolving credit facility that was later used to redeem 1,450,000
Class D Preferred Units (discussed above). The Class V Preferred Units have substantially the
same terms as the Class V Preferred Stock.(5)
    On December 21, 2004, Aimco sold 3,450,000 shares of Class Y Cumulative Preferred Stock, par
value $0.01 per share, or the Class Y Preferred Stock, in a registered public offering.
Proceeds of approximately $83.5 million were contributed by Aimco to us in exchange for Class
Y Partnership Preferred Units, or the Class Y Preferred Units. We used these proceeds to pay
down our revolving credit facility, with the intention of redeeming the remaining 1,250,000
Class D Preferred Units and the $15 million of outstanding TOPRS (see Note 22). The Class Y
Preferred Units have substantially the same terms as the Class Y Preferred Stock.(6)
    Aimcos articles supplementary set forth the relative rights and preferences of each
class of securities and as shown above, the distribution rate on each class of convertible securities
is the rate specified in the articles supplementary for each class.
Such rate can be increased to the rate of the dividends paid on the
number of shares of Aimco Class A Common Stock into which a share of such preferred security
is convertible. The initial conversion price of each class was in excess
of the fair market value of a share of Aimco Class A Common Stock on the respective dates
on which the purchasers of each class agreed to purchase such securities. For all preferred
OP Units that are convertible to Aimco Class A Common Stock,
we, upon conversion, will issue a common OP Unit to Aimco for each share of Aimco Class A
Common Stock issued.(7)
    On September 30, 2004, Aimco completed a partial redemption for cash of 2,000,000
outstanding shares of the Class N Preferred Stock for a total redemption price of $25.68125 per share,
which included a redemption price of $25 per share, $0.18125 per share of accumulated and
unpaid dividends through October 29, 2004, and a 2%, or $0.50 per share, redemption premium.
Additionally, on September 30, 2004, Aimco issued 2,000,000 shares of Class X Cumulative
Convertible Preferred Stock, par value $0.01 per share, or the Class X Preferred Stock, in
exchange for 2,000,000 shares of the Class N Preferred Stock in a private transaction. See
additional discussion below on the Class X Preferred Stock. Concurrently, we redeemed for
cash 2,000,000 Class N Preferred Units and issued 2,000,000 Class X Partnership Preferred
Units, or the Class X Preferred Units, in exchange for 2,000,000 Class N Preferred Units. The Class X Preferred Units have
substantially the same terms as the Class X Preferred Stock. The
conversion ratio for the Class N Preferred Units is 0.4762(8)
    On September 30, 2004, Aimco issued 1,904,762 shares of Class W Cumulative Convertible
Preferred Stock, par value $0.01 per share, or the Class W Preferred Stock, in exchange for
all 1,904,762 shares of Class O Cumulative Convertible Preferred Stock, or the
Class O Preferred Stock, in a private
transaction. Each share of the Class W Preferred Stock is redeemable at Aimcos option
beginning September 30, 2007 for cash at a price per share equal to 102% of the liquidation
preference, plus all accrued and unpaid dividends, if any, to the date fixed for redemption.
Concurrently, we issued 1,904,762 Class W Partnership Preferred Units, or the Class W Preferred Units, in exchange for
1,904,762 Class O Partnership Preferred Units. The Class W Preferred Units have substantially
the same terms as the Class W Preferred Stock. The conversion
ratio for the Class O Partnership Preferred Units and the Class W
Preferred Units is 1.0. Accordingly, upon a conversion of all
outstanding Class W Preferred Units, 1,904,762 common
OP Units would be issued to Aimco.(9)
    On April 21, 2004, Aimco redeemed for cash all 3,999,662 outstanding shares of Class P
Convertible Cumulative Preferred Stock, or the Class P Preferred Stock, for a total redemption
price of $25.0375 per share, which included a redemption price of $25 per share, and $0.0375
per share of accumulated and unpaid dividends through April 20, 2004. Concurrently with F-29




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##### Table of Contents



this redemption, we redeemed for cash all 3,999,662 Class P Partnership Preferred Units, which
we refer to as the Class P Preferred Units. The conversion
ratio for the Class P Preferred Units was 0.4464.(10)
    On September 30, 2004, Aimco issued 2,000,000 shares of the Class X Preferred Stock, in
exchange for 2,000,000 shares of the Class N Preferred Stock in a private transaction.
Beginning on April 1, 2006, holders of the Class X Preferred Stock are entitled to receive an
amount per share equal to the greater of (i) $2.25 per year (equivalent to 9.0% of the
liquidation preference), or (ii) the cash dividends payable on the number of shares of Aimco
Class A Common Stock into which a share of the Class X Preferred Stock is convertible. Each
share of the Class X Preferred Stock is redeemable at Aimcos option beginning March 31, 2006
for cash in the amount of $25 per share, plus all accrued and unpaid dividends, if any, to the
date fixed for redemption. Under certain circumstances prior to March 31, 2006, the Class X
Preferred Stock may be redeemed at 102% of the liquidation preference. Concurrently, we
issued 2,000,000 Class X Preferred Units in exchange for 2,000,000 Class N
Preferred Units. The Class X Preferred Units have substantially the same terms as the Class X
Preferred Stock. The conversion
ratio for the Class X Preferred Units is 0.4762. Accordingly,
upon conversion of all outstanding Class X Preferred
Units, 952,400 common OP Units would be issued to Aimco. On July 31, 2003, the SEC clarified Emerging Issues Task Force, Topic No. D-42, The Effect on
the Calculation of Earnings Per Share for the Redemption or Induced Conversion of PreferredStock,
or Topic D-42, which provides that any excess of (a) the fair value of the consideration
transferred to the holders of preferred securities redeemed over (b) the carrying amount of the
preferred securities should be subtracted from net earnings to determine net earnings available to
common unitholders in the calculation of earnings per unit. The SEC interpreted Topic D-42 to
require that the issuance costs of the preferred securities reduce the carrying amount of the
preferred securities, regardless of where in the partners capital section those costs were
initially classified on issuance. Under the clarification, these issuance costs must be treated
like a preferred distribution and deducted from net income to arrive at net income attributable to
common unitholders. The July 2003 clarification of Topic D-42 was effective for us for the quarter
ended September 30, 2003. The partial redemption of the Class D Preferred Units, the redemption of
the Class P Preferred Units, and the exchanges of the Class N Preferred Units and the
Class O Partnership Preferred Units during the year ended December 31, 2004, resulted in $3.5
million of redemption related preferred OP Unit issuance costs and a $1.0 million redemption
premium being deducted from net income to arrive at net income attributable to common unitholders
and thereby reduced by $0.05 our earnings per basic and diluted common unit for the year ended
December 31, 2004. During 2003, the partial redemption of the Class D Preferred Units and the
redemptions of the Class C Partnership Preferred Units, the Class H Partnership Preferred Units,
the Class L Partnership Preferred Units and the Class M Partnership Preferred Units resulted in
$7.7 million of redemption related preferred OP Unit issuance costs being deducted from net income
to arrive at net income attributable to common unitholders and thereby reduced by $0.08 our
earnings per basic and diluted common unit for the year ended December 31, 2003. F-30




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##### Table of Contents



As of December 31, 2004 and 2003, the following classes of preferred OP Units (stated at
their redemption values) owned by third parties were outstanding (in thousands, except unit data): 2004
    
    
    2003Class One Partnership Preferred Units, 90,000 units issued and outstanding, redeemable
for Aimco Class A Common Stock in one year from issuance, holder to receive distributions at
8% ($8.00 per annum per unit)
    
    $
    9,000
    
    
    $
    9,000Class Two Partnership Preferred Units, 59,056
and 59,106 units issued and outstanding, redeemable
for Aimco Class A Common Stock in one year from issuance, holders to receive distributions at
8% ($2.00 per annum per unit)
    
    
    1,476
    
    
    
    1,477Class Three Partnership Preferred Units, 1,496,965 and 1,503,048 units issued and outstanding,
redeemable for Aimco Class A Common Stock in one year from issuance, holders to receive
distributions at 9.5% ($2.375 per annum per unit)
    
    
    37,424
    
    
    
    37,576Class Four Partnership Preferred Units, 757,149 units issued and outstanding,
redeemable for Aimco Class A Common Stock in one year from issuance, holders to receive
distributions at 8% ($2.00 per annum per unit)
    
    
    18,929
    
    
    
    18,929Class Five Partnership Preferred Units, 68,671 units issued and outstanding, redeemable
for cash at any time at our option, holder to receive distributions equal to the per
unit distribution on the common OP Units ($2.40 per unit for 2004 and $3.06 per unit for 2003)
    
    
    2,747
    
    
    
    2,747Class Six Partnership Preferred Units, 802,453 and 808,238 units issued and outstanding,
redeemable for Aimco Class A Common Stock in one year from issuance, holder to receive
distributions at 8.5% ($2.125 per annum per unit)
    
    
    20,061
    
    
    
    20,206Class Seven Partnership Preferred Units, 29,752 units issued and outstanding,
redeemable for Aimco Class A Common Stock in one year from issuance, holder to receive
distributions at 9.5% ($2.375 per annum per unit)
    
    
    744
    
    
    
    744Class Eight Partnership Preferred Units, 6,250 units issued and outstanding, redeemable
for cash at any time at our option, holder to receive distributions equal to the per
unit distribution on the common OP Units ($2.40 per unit for 2004 and $3.06 per unit for 2003)
    
    
    156
    
    
    
    156$
    90,537
    
    
    $
    90,835
 For all preferred OP Units that are redeemable for Aimco Class A Common Stock, we, upon
redemption, will issue a common OP Unit to Aimco for each share of Aimco Class A Common Stock
issued. In addition, subject to certain conditions, the Class Four, Class Five, Class Six and Class
Eight Partnership Preferred Units are convertible into common OP Units, two years from issuance,
after December 21, 2000, three years from issuance, and after November 16, 2001, respectively. In July 2003, we repurchased all outstanding Class Nine Preferred Units for approximately $27
million (see Note 3 for further information). Additionally, during the years ended December 31,
2004 and 2003 approximately 10,000 and 32,000 preferred OP Units were tendered for redemption in
exchange for approximately 8,000 and 22,000 shares of Aimco Class A Common Stock, respectively.
Additionally, during the years ended December 31, 2004 and 2003, approximately 2,000 and 13,000
preferred OP Units were tendered for redemption in exchange for cash. F-31




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##### Table of Contents



The distributions paid on each class of preferred OP Units classified as partners capital for
the years ended December 31, 2004, 2003, and 2002 are as follows (in thousands, except per unit
data): 2004
    
    
    2003
    
    
    2002Amount
    
    
    Total
    
    
    Amount
    
    
    Total
    
    
    Amount
    
    
    TotalPer
    
    
    Amount
    
    
    Per
    
    
    Amount
    
    
    Per
    
    
    AmountClass of Preferred Units
    
    Unit (1)
    
    
    Paid
    
    
    Unit (1)
    
    
    Paid
    
    
    Unit (1)
    
    
    PaidClass B
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    7.95
    (14)
    
    $
    3,334Class C
    
    
    
    
    
    
    
    
    
    
    1.60
    (7)
    
    
    3,840
    
    
    
    2.25
    
    
    
    5,400Class D
    
    
    4.87
    (2)
    
    
    6,090
    
    
    
    3.21
    (8)
    
    
    8,677
    
    
    
    2.19
    
    
    
    9,188Class G
    
    
    2.34
    
    
    
    9,492
    
    
    
    2.34
    
    
    
    9,492
    
    
    
    2.34
    
    
    
    9,492Class H
    
    
    
    
    
    
    
    
    
    
    2.01
    (7)
    
    
    4,011
    
    
    
    2.38
    
    
    
    4,750Class K
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.58
    (14)
    
    
    2,500Class L
    
    
    
    
    
    
    
    
    
    
    1.81
    (7)
    
    
    4,532
    
    
    
    2.21
    (15)
    
    
    7,892Class M
    
    
    
    
    
    
    
    
    
    
    2.42
    (11)
    
    
    2,903
    
    
    
    2.13
    
    
    
    2,550Class N
    
    
    2.59
    (3)
    
    
    10,361
    
    
    
    2.25
    
    
    
    9,000
    
    
    
    2.25
    
    
    
    9,000Class O
    
    
    4.72
    (3)
    
    
    9,000
    
    
    
    4.73
    
    
    
    9,000
    
    
    
    4.73
    
    
    
    9,000Class P
    
    
    1.16
    (3)
    
    
    4,648
    
    
    
    2.25
    
    
    
    8,996
    
    
    
    2.25
    
    
    
    8,996Class Q
    
    
    2.53
    
    
    
    6,388
    
    
    
    2.53
    
    
    
    6,389
    
    
    
    2.53
    
    
    
    6,388Class R
    
    
    2.50
    
    
    
    17,350
    
    
    
    2.50
    
    
    
    17,350
    
    
    
    2.32
    (16)
    
    
    16,101Class S
    
    
    
    
    
    
    
    
    
    
    0.23
    (9)
    
    
    908
    
    
    
    
    
    
    
    Class T
    
    
    2.00
    
    
    
    12,000
    
    
    
    0.42
    (10)
    
    
    2,501
    
    
    
    
    
    
    
    Class U
    
    
    1.08
    (4)
    
    
    8,655
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Class V, W, X, and Y (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Class One
    
    
    8.00
    
    
    
    720
    
    
    
    8.00

    
    
    
    720
    
    
    
    8.00
    
    
    
    720Class Two
    
    
    2.00
    
    
    
    118
    
    
    
    1.94
    
    
    
    115
    
    
    
    2.25
    
    
    
    161Class Three
    
    
    2.38
    
    
    
    3,555
    
    
    
    2.41
    
    
    
    3,626
    
    
    
    2.38
    
    
    
    3,646Class Four
    
    
    2.00
    
    
    
    1,514
    
    
    
    2.00
    
    
    
    1,514
    
    
    
    2.00
    
    
    
    1,514Class Five
    
    
    2.40
    
    
    
    165
    
    
    
    3.06
    
    
    
    207
    
    
    
    3.28
    
    
    
    225Class Six
    
    
    2.13
    
    
    
    1,714
    
    
    
    2.13
    
    
    
    1,718
    
    
    
    2.13
    
    
    
    1,718Class Seven
    
    
    2.38
    
    
    
    70
    
    
    
    2.38
    
    
    
    71
    
    
    
    2.38
    
    
    
    71Class Eight
    
    
    2.40
    
    
    
    15
    
    
    
    3.06
    
    
    
    19
    
    
    
    3.28
    
    
    
    15Class Nine
    
    
    
    
    
    
    
    
    
    
    1.70
    (12)
    
    
    1,835
    
    
    
    2.60
    
    
    
    2,803Class Ten
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.38
    (17)
    
    
    2,995Class Eleven
    
    
    
    
    
    
    
    
    
    
    0.67
    (13)
    
    
    749
    
    
    
    0.19
    (14)
    
    
    219Class Twelve
    
    
    0.09
    (6)
    
    
    260
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    $
    92,115
    
    
    
    
    
    
    $
    98,173
    
    
    
    
    
    
    $
    108,678
   (1)
    Amounts per unit are calculated based on the stated distribution rate and number of preferred
units outstanding either at the end of each year or as of conversion or redemption date, as
noted.(2)
    Total amount paid includes distributions paid on 2.7 million Class D Preferred Units until
November 5, 2004, when 1.5 million Class D Preferred Units were redeemed for cash.(3)
    For the period from January 1, 2004 to the date of redemption. For Class N Preferred Units,
includes a 2%, or $0.50 redemption premium per unit, on 2,000,000 units(4)
    For the period from the date of issuance to December 31, 2004.(5)
    No distributions were paid during 2004 as preferred units were issued during the third and
fourth quarters of 2004.(6)
    Total amount paid includes distributions paid on all 2.8 million Class Twelve Partnership
Preferred Units from January 30, 2004 to the date of conversion to Class U Preferred Units.(7)
    For the period from January 1, 2003 to the date of redemption.(8)
    Total amount paid includes distributions paid on all 4.2 million of Class D Preferred Units
until August 18, 2003, when 1.5 million Class D Preferred Units were redeemed for cash.(9)
    For the period from the date of issuance to July 1, 2003 when SFAS 150 required the Class S
Preferred Units to be reclassified from partners capital to liabilities (see Note 7).(10)
    For the period from the date of issuance to December 31, 2003. F-32




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##### Table of Contents



(11)
    For the period from January 1, 2003 to the date of redemption. Additionally, the amount per
unit includes a scheduled increase in the distributions from $2.13 per unit to $2.31 per unit
starting after January 13, 2003 and a 2%, or $0.50 redemption premium per unit.(12)
    Total amount paid includes distributions paid on all 1.1 million Class Nine Partnership
Preferred Units from January 1, 2003 to the date of conversion to the date of repurchase.(13)
    Total amount paid includes distributions paid on all 1.1 million Class Eleven Partnership
Preferred Units from January 1, 2003 to the date of conversion to Class S Preferred Units.(14)
    For the period from January 1, 2002 to the date of
conversion to common OP Units.(15)
    Total amount paid includes distributions paid on all 5.0 million Class L Partnership
Preferred Units until May 6, 2002, when 2.5 million Class L Partnership Preferred Units were
converted into common OP Units. Additionally, the amount per unit includes a scheduled
increase in the distributions from $2.03 per unit to $2.50 per unit starting after May 28,
2002.(16)
    For the period from the date of issuance to December 31, 2002.(17)
    Total amount paid includes distributions paid on all 7.9 million Class Ten Partnership
Preferred Units from date of issuance until June 5, 2002 when all Class Ten Partnership
Preferred Units were converted into common OP Units. Common OP Units Common OP Units are redeemable by common OP Unitholders (other than the General Partner and
Special Limited Partner) at their option, subject to certain restrictions, on the basis of one
common 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. We have 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 a common OP Unit for Aimco Class A Common Stock, Limited Partners
Capital is reduced and Special Limited Partners capital is increased. Common OP Units held by
Aimco are not redeemable. We completed tender offers for limited partnership interests and acquisitions of individual
properties resulting in the issuance of approximately 82,000 and 23,000 common OP Units in 2004 and
2003, respectively. In addition, on December 24, 2003, we issued 88,792 common OP Units, valued at
$3.5 million, in connection with the Miami Property Acquisition. During the years ended December 31, 2004 and 2003, approximately 160,000 and 35,000 common OP
Units, respectively, were redeemed in exchange for cash and approximately 735,000 and 338,000
common OP Units, respectively, were redeemed in exchange for shares of Aimco Class A Common Stock. During 2004 and 2003, Aimco issued approximately 45,000 shares and 50,000 shares,
respectively, of Aimco Class A Common Stock to certain of its officers at market prices. In
exchange for the shares purchased, the officers executed notes
payable totaling $1.5 million and $1.6 million, respectively. These notes, which are 25% recourse
to the holder, have a 10-year maturity and bear interest either at a fixed rate of 6% annually or a
floating rate based on the one-month LIBOR plus 3.85%, which is subject to an annual interest rate
cap of typically 7.25%. The notes were contributed by Aimco to us in exchange for approximately
45,000 and 50,000 common OP Units, respectively. Total payments on such notes from officers in
2004 and 2003 were $4.6 million and $10.5 million, respectively. In addition, in 2004 and 2003, we issued approximately 532,000 and 235,000 common OP Units to
Aimco and Aimco issued approximately 532,000 and 235,000 restricted shares of Aimco Class A Common
Stock, respectively, to certain officers and employees. The restricted stock was recorded at the
fair market value of Aimco Class A Common Stock on the date of issuance. These shares of restricted
Class A Common Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of and are subject to a risk of forfeiture prior to the expiration of the applicable
vesting period (typically ratably over a period of three or five years). On February 18, 19 and 24, 2004, Aimco purchased on the open market 30,000, 60,000 and 20,000
shares of Aimco Class A Common Stock, respectively, at an average price per share of approximately
$32.03, $32.17 and $31.26, respectively. Concurrently, we purchased 30,000, 60,000 and 20,000
common OP Units from Aimco. Additionally, on February 24, 2004, Aimco completed the purchase of
287,272 shares of Aimco Class A Common Stock in a privately negotiated transaction at a price of $31.60 per share.
Concurrently, we purchased 287,272 common OP Units from Aimco. There
were no shares repurchased during the year ended December 31, 2003, however, Aimco accepted
approximately 532,000 F-33




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##### Table of Contents



shares of Aimco Class A Common Stock (and we accepted approximately 532,000 common OP Units from
Aimco) as payment in full of an obligation pursuant to the terms of the settlement agreement
associated with the REAL Litigation (described in Note 5). High Performance Partnership Units In January 1998, Aimco shareholders approved the sale by the Partnership of an aggregate of
15,000 Class I High Performance Partnership 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 these units was determined on December 31, 2000 and the 15,000 units were
adjusted to 2,379,084 units in January 2001. The holders of these units receive distributions and
allocations of income and loss from us in the same amounts and at the same times as would holders
of the same number of common OP Units. On April 26, 2002, Aimco stockholders approved the sale by the Partnership of up to 5,000 of
its Class V High Performance Partnership Units, which we refer to as the Class V Units, to a
limited liability company owned by a limited number of Aimco employees for an aggregate offering
price of up to $1.1 million. An aggregate of 4,398 Class V Units were sold, for an aggregate
offering price of $938,000 before issuance costs. The Class V Units have identical characteristics
to the Class IV High Performance Partnership Units sold in 2001, except for the dilutive impact
limit, which was reduced from 1.5% to 1.0%, and a different three-year measurement period. The
valuation period of the Class V Units began on January 1, 2002 and ended on December 31, 2004. On April 25, 2003, Aimco shareholders approved the sale by the Partnership of up to 5,000 of
its Class VI High Performance Partnership Units, which we refer to as the Class VI Units, to a
limited liability company owned by a limited number of employees for an aggregate offering price of
up to $985,000. The sale of all 5,000 Class VI Units for the aggregate offering price of $985,000,
before issuance costs, took place on May 9, 2003. The Class VI Units have identical
characteristics to the Class V Units, except for a different three-year measurement period. The
valuation period of the Class VI Units began on January 1, 2003 and will end on December 31, 2005. On April 30, 2004, Aimco stockholders approved the sale of up to 5,000 Class VII High
Performance Partnership Units, or the Class VII Units, for which the valuation period began on
January 1, 2004 and will end on December 31, 2006. On June 18, 2004 we issued 2,892 Class VII
Units to a limited liability company owned by a limited number of employees for an aggregate
offering price of approximately $530,000. On August 25, 2004, we issued an additional 1,217 Class
VII Units to a limited liability company owned by a limited number of employees for an aggregate
offering price of approximately $222,000. These two issuances resulted in a total of 4,109 Class
VII Units outstanding for a total aggregate offering price of approximately $752,000. At December 31, 2004, we did not meet the required measurement benchmarks for the Class V
Units, Class VI Units, or Class VII Units and therefore, we have not recorded any value to such
High Performance Units in the consolidated financial statements as of December 31, 2004 and such
High Performance Units have no dilutive effect. Investment in Aimco In 1998, Aimco issued 1.0 million shares of Class J Cumulative Convertible Preferred Stock,
which we refer to as Class J Preferred Stock, for proceeds of $100.0 million. The proceeds were
contributed by Aimco to us in exchange for 1.0 million Class J Partnership Preferred Units, which
we refer to as Class J Preferred Units. Concurrently, we issued 250,000 Class J Preferred Units
valued at $25.0 million to Aimco, in exchange for 250,000 shares of Class J Preferred Stock. In
June 2000, we converted 250,000 shares of Aimco Class J 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
us for common OP Units held by a limited partner. In 2001, 198,269 shares of Aimco Class A Common
Stock, valued at $7.1 million, were exchanged by us 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. F-34




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##### Table of Contents



NOTE 14  Stock Option Plans and Stock Warrants Aimco, from time to time, issues stock options. Upon exercise of the stock options, Aimco
must contribute to us the proceeds received in exchange for the same number of common OP Units as
shares of Aimco Class A Common Stock issued in connection with the exercised stock options.
Therefore, the following disclosures are made pertaining to Aimcos stock options. Aimcos board of directors adopted the Apartment Investment and Management Company 1997 Stock
Award and Incentive Plan, or the 1997 Plan, and the Apartment Investment and Management Company
Non-Qualified Employee Stock Option Plan, or the Non-Qualified Plan, to attract and retain
officers, key employees and independent directors. The 1997 Plan provides for the granting of a
maximum of 20,000,000 options to purchase Aimco Class A Common Stock. The Non-Qualified Plan
provides for the granting of a maximum of 500,000 options to purchase Aimco Class A Common Stock.
At December 31, 2004, there were approximately 5,000,000 shares available for issuance under these
plans. The 1997 Plan allows for the grant of incentive and non-qualified stock options, and
together with the Non-Qualified Plan, which provides for the grant of non-qualified options only,
are administered by the Compensation and Human Resources Committee of Aimcos board of directors.
In the case of incentive stock options, the exercise price of the options granted may not be less
than the fair market value of the common stock at the date of grant. The term of the incentive and
non-qualified options is ten years from the date of grant. The options typically vest over a
period of one to five-years from the date of grant. Terms may be modified at the discretion of the
Compensation and Human Resources Committee of Aimcos board of directors. The 1997 Plan also authorizes grants of restricted stock awards as part of Aimcos equity
compensation plan. For the years ended December 31, 2004, 2003 and 2002, Aimco granted restricted
stock awards of approximately 532,000, 235,000 and 80,000 shares, respectively, with weighted
average fair values per share of $29.56, $38.09, and $43.65, respectively. Compensation costs
related to these awards is being recognized over the applicable vesting period (typically ratably
over a period of three or five years). Dividends paid on restricted stock awards (whether vested
or unvested) are charged to partners capital. We evaluate quarterly the previously paid dividends
on restricted stock awards that are forfeited to determine whether a reclassification between
partners capital and compensation expense should be recorded. Dividends paid on restricted stock
awards that were forfeited were immaterial for the years ended December 31, 2004, 2003 and 2002. On December 2, 1997, Aimco issued warrants, which are referred to as 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, or Oxford, in connection with the amendment of certain agreements pursuant to
which we manage properties formerly controlled by Oxford or its affiliates. The Oxford Warrants
were amended in connection with the acquisition of the Oxford entities in September 2000, are
currently exercisable and expire on December 31, 2006. The following table summarizes the option and warrant activity for the years ended December
31, 2004, 2003 and 2002 (in thousands, except price data): 2004
    
    
    2003
    
    
    2002Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedOptions
    
    
    Average
    
    
    Options
    
    
    Average
    
    
    Options
    
    
    Averageand
    
    
    Exercise
    
    
    and
    
    
    Exercise
    
    
    and
    
    
    ExerciseWarrants
    
    
    Price
    
    
    Warrants
    
    
    Price
    
    
    Warrants
    
    
    PriceOutstanding at
beginning of year
    
    
    10,607
    
    
    $
    39.59
    
    
    
    9,269
    
    
    $
    40.13
    
    
    
    8,323
    
    
    $
    38.71Granted
    
    
    1,219
    
    
    
    32.19
    
    
    
    1,757
    
    
    
    36.37
    
    
    
    2,070
    
    
    
    43.79Exercised
    
    
    (69
    )
    
    
    29.11
    
    
    
    (72
    )
    
    
    37.46
    
    
    
    (1,054
    )
    
    
    36.05Forfeited
    
    
    (419
    )
    
    
    37.81
    
    
    
    (347
    )
    
    
    37.67
    
    
    
    (70
    )
    
    
    41.17Outstanding at end of year
    
    
    11,338
    
    
    $
    38.87
    
    
    
    10,607
    
    
    $
    39.59
    
    
    
    9,269
    
    
    $
    40.13Exercisable at end of year
    
    
    7,132
    
    
    $
    39.47
    
    
    
    5,844
    
    
    $
    38.46
    
    
    
    4,295
    
    
    $
    38.09Weighted-average fair value
of options granted during
the year
    
    
    
    
    
    $
    2.24
    
    
    
    
    
    
    $
    2.26
    
    
    
    
    
    
    $
    3.52
 F-35




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##### Table of Contents



As of December 31, 2004, outstanding and exercisable options and warrants have the following
ranges of exercise prices and remaining weighted-average contractual lives (in thousands, except
for price data): Range of Exercise Price$17.13 to $35.94
    
    
    $36.35 to $39.94
    
    
    $40.00 to $49.05
    
    
    TotalOutstanding:Number of options and warrants
    
    
    1,315
    
    
    
    6,428
    
    
    
    3,595
    
    
    
    11,338Weighted average exercise price
    
    $
    32.12
    
    
    $
    37.21
    
    
    $
    44.30
    
    
    $
    38.87Weighted average remaining life
    
    8.73 years
    
    4.67 years
    
    6.10 years
    
    5.59 yearsExercisable:Number of options and warrants
    
    
    72
    
    
    
    4,893
    
    
    
    2,167
    
    
    
    7,132Weighted average exercise price
    
    $
    30.08
    
    
    $
    37.42
    
    
    $
    44.40
    
    
    $
    39.47Weighted average remaining life
    
    2.05 years
    
    3.66 years
    
    5.51 years
    
    4.21 years
 NOTE 15  Discontinued Operations and Assets Held for Sale In accordance with SFAS 144 we report as discontinued operations real estate assets that meet
the definition of a component of an entity and have been sold or meet the criteria to be classified
as held for sale under SFAS 144. We included all results of these discontinued operations, less
applicable income taxes, in a separate component of income on the consolidated statements of income
under the heading discontinued operations. This treatment resulted in certain reclassifications
of 2003 and 2002 financial statement amounts. At December 31, 2004, we had 14 properties with an aggregate of 2,270 units classified as held
for sale. For the years ended December 31, 2004, 2003 and 2002, discontinued operations includes
the results of operations of these properties. During the year ended December 31, 2004, we sold 54
properties with an aggregate of 12,248 units. For the years ended December 31, 2004, 2003, and
2002, discontinued operations includes the results of operations of these 54 properties for periods
prior to the date of sale. During 2003, we sold 72 properties with an aggregate of 18,291 units.
For the years ended December 31, 2003 and 2002, discontinued operations includes the results of
operations of these 72 properties for periods prior to the date of sale. During 2002, we sold 37
properties with an aggregate of 7,432 units. For the year ended December 31, 2002, discontinued
operations includes the results of operations of these 37 properties for periods prior to the date
of sale. The following is a summary of the components of income from discontinued operations for the
years ended December 31, 2004, 2003, and 2002 (dollars in thousands): 2004
    
    
    2003
    
    
    2002Rental and other property revenues
    
    $
    89,080
    
    
    $
    196,204
    
    
    $
    269,124Property operating expense
    
    
    (44,305
    )
    
    
    (88,099
    )
    
    
    (112,088
    )Depreciation and amortization
    
    
    (13,883
    )
    
    
    (41,607
    )
    
    
    (54,582
    )Other (expenses) income, net
    
    
    (1,217
    )
    
    
    (497
    )
    
    
    (331
    )Operating income
    
    
    29,675
    
    
    
    66,001
    
    
    
    102,123Interest income
    
    
    153
    
    
    
    304
    
    
    
    1,426Interest expense
    
    
    (22,821
    )
    
    
    (48,729
    )
    
    
    (67,604
    )Minority interest in consolidated real estate partnerships
    
    
    (445
    )
    
    
    (2,203
    )
    
    
    (1,772
    )Income before gain on dispositions of real estate,
impairment losses, deficit distributions to minority
partners and income tax
    
    
    6,562
    
    
    
    15,373
    
    
    
    34,173Gain on dispositions of real estate, net of minority
partners interest
    
    
    249,944
    
    

    
    101,849
    
    
    
    4,374Impairment losses on real estate assets sold or
held for sale
    
    
    (7,289
    )
    
    
    (8,991
    )
    
    
    (2,937
    )Recovery of deficit distributions (deficit distributions) to
minority partners, net
    
    
    3,863
    
    
    
    10,686
    
    
    
    (845
    )Income tax arising from disposals
    
    
    (16,015
    )
    
    
    (12,134
    )
    
    
    (2,507
    )Income from discontinued operations
    
    $
    237,065
    
    
    $
    106,783
    
    
    $
    32,258
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We are currently marketing for sale certain real estate properties that are inconsistent with
our long-term investment strategy. We expect that all properties classified as held for sale will
sell within one year from the date classified as held for sale. Assets
classified as held for sale of $53.3 million at December 31, 2004 include real estate net book
value of $51.9 million and restricted cash and other assets of $1.4 million. Liabilities related
to assets classified as held for sale of $50.8 million at December 31, 2004 include mortgage debt
of $50.2 million. Assets classified as held for sale of $691.3 million at December 31, 2003
include real estate net book value of $667.7 million, represented by 68 properties with 14,518
units that were classified as assets held for sale during 2003 and 2004. Liabilities related to
assets classified as held for sale of $515.6 million at December 31, 2003 include mortgage debt of
$506.9 million. The estimated proceeds, less anticipated costs to sell, for certain of these assets
were less than the related net book value, and therefore we recorded impairment losses of $7.3
million, $9.0 million and $2.9 million for the years ended December 31, 2004, 2003 and 2002,
respectively. We are also marketing for sale certain other properties that do not meet all of the
criteria under SFAS 144 to be classified as held for sale. NOTE 16  Earnings per Unit We calculate earnings per unit based on the weighted average number of common OP Units, common
OP Unit equivalents and dilutive convertible securities outstanding during the period. The
following table illustrates the calculation of basic and diluted earnings per unit for the years
ended December 31, 2004, 2003 and 2002 (in thousands, except per unit data): 2004
    
    
    2003
    
    
    2002Numerator:Income from continuing operations
    
    $
    60,013
    
    
    $
    71,085
    
    
    $
    173,944Less net income attributable to preferred unitholders
    
    
    (96,922
    )
    
    
    (103,626
    )
    
    
    (107,646
    )Numerator for basic and diluted earnings per unit
  Income (loss) from continuing operations
    
    $
    (36,909
    )
    
    $
    (32,541
    )
    
    $
    66,298Income from discontinued operations
    
    $
    237,065
    
    
    $
    106,783
    
    
    $
    32,258Cumulative effect of change in accounting principle
    
    $
    (3,957
    )
    
    $
    
    
    
    
    Net income
    
    $
    293,121
    
    
    $
    177,868
    
    
    $
    206,202Less net income attributable to preferred unitholders
    
    
    (96,922
    )
    
    
    (103,626
    )
    
    
    (107,646
    )Numerator for basic and diluted earnings per unit
 Net income attributable to common unitholders
    
    $
    196,199
    
    
    $
    74,242
    
    
    $
    98,556Denominator:Denominator for basic earnings per unit  weighted
average number of common units outstanding
    
    
    104,251
    
    
    
    104,743
    
    
    
    98,093Effect of dilutive securities:Dilutive potential common units
    
    
    
    
    
    
    
    
    
    
    1,075Denominator for diluted earnings per unit
    
    
    104,251
    
    
    
    104,743
    
    
    
    99,168Earnings (loss) per common unit:Basic earnings (loss) per common unit:Income (loss) from continuing operations (net of
income attributable to preferred unitholders)
    
    $
    (0.35
    )
    
    $
    (0.31
    )
    
    $
    0.68Income from discontinued operations
    
    
    2.27
    
    
    
    1.02
    
    
    
    0.32Cumulative effect of change in accounting principle
    
    
    (0.04
    )
    
    
    
    
    
    
    Net income attributable to common unitholders
    
    $
    1.88
    
    
    $
    0.71
    
    
    $
    1.00Diluted earnings (loss) per common unit:Income (loss) from continuing operations (net of
income attributable to preferred unitholders)
    
    $
    (0.35
    )
    
    $
    (0.31
    )
    
    $
    0.67Income from discontinued operations
    
    
    2.27
    
    
    
    1.02
    
    
    
    0.32Cumulative effect of change in accounting principle
    
    
    (0.04
    )
    
    
    
    
    
    
    Net income attributable to common unitholders
    
    $
    1.88
    
    
    $
    0.71
    
    
    $
    0.99
 The Class W Partnership Preferred Units and the Class X Partnership Preferred Units are
convertible into common OP Units (see Note 13). The Class D Partnership Preferred Units, the Class
G Partnership Preferred Units, the Class Q Partnership Preferred Units, the Class R Partnership
Preferred Units, the Class T Partnership Preferred Units, the Class U Partnership
Preferred Units, the Class V Partnership Preferred Units and the Class Y Partnership Preferred
Units are not convertible. All of our convertible preferred OP Units are anti-dilutive on an as
converted basis, therefore, we deduct all of F-37




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the distributions payable on the convertible
preferred OP Units to arrive at the numerator and no additional units are included in the
denominator when calculating basic and diluted earnings per common unit. We have excluded from
diluted earnings per unit the common OP Unit equivalents related to approximately 12.4 million,
11.8 million and 3.6 million of vested and unvested stock
options, units issued for non-recourse notes receivable, and restricted stock awards for the years
ended December 31, 2004, 2003 and 2002, respectively, because their effect would be anti-dilutive.
For purposes of calculating diluted earnings per unit in accordance with Statement of Financial
Accounting Standards No. 128, Earnings per Share,we treat the dilutive impact of the unvested
portion of restricted shares as common OP Unit equivalents. NOTE 17  Unaudited Summarized Consolidated Quarterly Information and Significant Adjustments Summarized unaudited consolidated quarterly information for 2004 and 2003 is provided below
(amounts in thousands, except per unit amounts). Quarter (1)Year Ended December 31, 2004
    
    First
    
    
    Second
    
    
    Third
    
    
    FourthRental and other property revenues
    
    $
    334,247
    
    
    $
    341,588
    
    
    $
    358,273
    
    
    $
    367,545Property operating expenses
    
    
    (155,149
    )
    
    
    (159,679
    )
    
    
    (175,511
    )
    
    
    (178,468
    )Operating income
    
    
    87,491
    
    
    
    87,612
    
    
    
    84,172
    
    
    
    69,483Income from continuing operations
    
    
    2,926
    
    
    
    2,686
    
    
    
    29,399
    
    
    
    25,002Income from discontinued operations
    
    
    16,684
    
    
    
    12,530
    
    
    
    152,899
    
    
    
    54,952Income before cumulative effect of change in accounting
principle
    
    
    19,610
    
    
    
    15,216
    
    
    
    182,298
    
    
    
    79,954Cumulative effect of change in accounting principle
    
    
    (3,957
    )
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    15,653
    
    
    
    15,216
    
    
    
    182,298
    
    
    
    79,954Earnings (loss) per common unit  basic:Income (loss) from continuing operations  (net of
income attributable to preferred unitholders)
    
    $
    (0.18
    )
    
    $
    (0.20
    )
    
    $
    0.03
    
    
    $
    0.01Net income (loss) attributable to common unitholders
    
    $
    (0.06
    )
    
    $
    (0.08
    )
    
    $
    1.49
    
    
    $
    0.53Earnings (loss) per common unit  diluted:Income (loss) from continuing operations  (net of
income attributable to preferred unitholders)
    
    $
    (0.18
    )
    
    $
    (0.20
    )
    
    $
    0.03
    
    
    $
    0.01Net income (loss) attributable to common unitholders
    
    $
    (0.06
    )
    
    $
    (0.08
    )
    
    $
    1.49
    
    
    $
    0.53Weighted average common units outstanding
    
    
    104,347
    
    
    
    104,156
    
    
    
    104,296
    
    
    
    104,206Weighted average common units and common unit
equivalents outstanding
    
    
    104,347
    
    
    
    104,156
    
    
    
    104,443
    
    
    
    104,537
 Quarter (1)Year Ended December 31, 2003
    
    First
    
    
    Second
    
    
    Third
    
    
    FourthRental and other property revenues
    
    $
    327,141
    
    
    $
    334,780
    
    
    $
    339,401
    
    
    $
    335,193Property operating expenses
    
    
    (142,447
    )
    
    
    (143,548
    )
    
    
    (152,931
    )
    
    
    (146,259
    )Operating income
    
    
    109,666
    
    
    
    112,292
    
    
    
    105,407
    
    
    
    91,654Income from continuing operations
    
    
    24,531
    
    
    
    26,501
    
    
    
    11,450
    
    
    
    8,603Income from discontinued operations
    
    
    600
    
    
    
    40,234
    
    
    
    33,011
    
    
    
    32,938Net income
    
    
    25,131
    
    
    
    66,735
    
    
    
    44,461
    
    
    
    41,541Earnings (loss) per common unit  basic:Income (loss) from continuing operations
(net of income attributable to preferred unitholders)
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.17
    )
    
    $
    (0.12
    )Net income attributable to common unitholders
    
    $
    0.00
    
    
    $
    0.37
    
    
    $
    0.15
    
    
    $
    0.19Earnings (loss) per common unit  diluted:Income (loss) from continuing operations
(net of income attributable to preferred unitholders)
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.17
    )
    
    $
    (0.12
    )Net income attributable to common unitholders
    
    $
    0.00
    
    
    $
    0.37
    
    
    $
    0.15
    
    
    $
    0.19Weighted average common units outstanding
    
    
    104,715
    
    
    
    104,744
    
    
    
    104,684
    
    
    
    104,830Weighted average common units and common unit
equivalents outstanding
    
    
    104,715
    
    
    
    104,744
    
    
    
    104,684
    
    
    
    104,830
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(1)
    Certain reclassifications have been made to 2004 and 2003 quarterly amounts to conform to the
full year 2004 presentation, including certain intercompany eliminations, as well as the
treatment of discontinued operations. During the quarter ended March 31, 2003, we reversed a valuation reserve against certain deferred
tax assets related to future deductions and tax loss carryforwards of NHP Management Company that
increased our net income by approximately $8.0 million and our basic and diluted earnings per unit
by $0.08 for the year ended December 31, 2003. See Note 10 for further details. NOTE 18  Business Segments We have two reportable segments: real estate (owning and operating apartments) and investment
management business (providing property management and other services relating to the apartment
business to third parties and affiliates). We own and operate properties throughout the United
States and Puerto Rico that generate rental and other property related income through the leasing
of apartment units to a diverse base of residents. We separately evaluate the performance of each
of our properties. However, because each of our properties has similar economic characteristics,
the properties have been aggregated into a single apartment communities, or real estate, segment.
All real estate revenues are from external customers and no revenues are generated from
transactions with other segments. No single resident or related group of residents contributed 10%
or more of total revenues during the years ended December 31, 2004, 2003 or 2002. Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information, or SFAS 131, requires that segment disclosures present the
measure(s) used by the chief operating decision maker for purposes of assessing such segments
performance. Our chief operating decision maker is comprised of several members of our executive
management team who use several generally accepted industry financial measures to assess the
performance of the business including net operating income, free cash flow, funds from operations,
and adjusted funds from operations. In 2004, the chief operating decision maker emphasized net
operating income as a key measurement of segment profit or loss. Accordingly, below we disclose
net operating income for each of our segments. Net operating income is defined as segment revenues
(after the elimination of intersegment revenues) less direct segment operating expenses. In 2003,
we reported free cash flow as the primary basis for measurement of segment profit or loss. Certain
reclassifications have been made to 2003 and 2002 amounts to conform to the 2004 presentation.
These reclassifications primarily represent presentation changes related to discontinued operations
resulting from the requirements of SFAS 144 and intercompany eliminations. The following table presents revenues and net operating income for the years ended December
31, 2004, 2003 and 2002, from these segments, and reconciles net operating income of reportable
segments to operating income as reported (in thousands): For the Years Ended December 31,2004
    
    
    2003
    
    
    2002Revenues:Real estate segment
    
    $
    1,401,653
    
    
    $
    1,336,515
    
    
    $
    1,188,747Investment management segment:Gross revenues
    
    
    144,304
    
    
    
    141,942
    
    
    
    119,331Elimination of intersegment revenues
    
    
    (77,042
    )
    
    
    (83,752
    )
    
    
    (41,159
    )Net revenues after elimination
    
    
    67,262
    
    
    
    58,190
    
    
    
    78,172Total revenues of reportable segments
    
    $
    1,468,915
    
    
    $
    1,394,705
    
    
    $
    1,266,919Net operating income:Real estate segment
    
    $
    732,846
    
    
    $
    751,330
    
    
    $
    723,429Investment management segment
    
    
    46,261
    
    
    
    41,717
    
    
    
    61,085Total net operating income of reportable segments
    
    
    779,107
    

    
    
    793,047
    
    
    
    784,514Reconciliation of net operating income of
reportable
segments to operating income:Depreciation and amortization
    
    
    (368,844
    )
    
    
    (331,609
    )
    
    
    (268,085
    )General and administrative expenses
    
    
    (78,093
    )
    
    
    (48,670
    )
    
    
    (49,068
    )Other (expenses) income, net
    
    
    (3,412
    )
    
    
    6,251
    
    
    
    (2,035
    )Operating income
    
    $
    328,758
    
    
    $
    419,019
    
    
    $
    465,326
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ASSETS (in thousands): December 31, 2004
    
    
    December 31, 2003Total assets for reportable segments (1)
    
    $
    9,714,929
    
    
    $
    9,700,395Corporate and other assets
    
    
    369,225
    
    
    
    398,254Total consolidated assets
    
    $
    10,084,154
    
    
    $
    10,098,649
 (1) Total assets for reportable segments include assets associated with both the real estate and
investment management business segments. Our capital expenditures primarily relate to the real estate segment and totaled $301.9
million, $245.5 million and $269.8 million for the years ended December 31, 2004, 2003 and 2002,
respectively. NOTE 19  Transactions with Affiliates We earn revenue from unconsolidated real estate partnerships in which we are the general
partner and have a 23% average ownership interest and earn fees from consolidated real estate
partnerships. These revenues and fees include property management services, partnership and asset
management services, risk management services and transactional services such as syndication and acquisition, development,
refinancing, construction supervisory and disposition. In addition, we are reimbursed for our costs in
connection with the management of the unconsolidated real estate
partnerships. Fees earned for these services and reimbursement of
costs from our unconsolidated real estate partnerships for the years ended December 31, 2004,
2003 and 2002 were $89.6 million, $93.1 million and $104.6 million, respectively,
and were recorded
within various captions on our consolidated statements of income. The total accounts receivable
due from affiliates was $39.2 million, net of allowance for
doubtful accounts of $4.4 million, at
December 31, 2004, and $55.0 million, net of allowance for
doubtful accounts of $3.0 million, at
December 31, 2003. Additionally, we earn interest income on notes from unconsolidated and consolidated real
estate partnerships, in which we are the general partner and hold either par value or discounted
notes. Interest income earned on par value notes from unconsolidated real estate partnerships
totaled $16.8 million, $14.3 million, and $26.6 million for the years ended December 31, 2004, 2003
and 2002, respectively. Accretion income earned on discounted notes from unconsolidated real
estate partnerships totaled $6.2 million, $2.7 million, and $36.8 million for the years ended
December 31, 2004, 2003 and 2002, respectively. See Note 5 for additional information on notes
receivable from unconsolidated real estate partnerships. In the consolidated balance sheets, we eliminate the accounts receivable and notes receivable
from affiliates due from consolidated real estate partnerships. We eliminate in the consolidated
statements of income the income from services and interest income earned on notes from consolidated
real estate partnerships. We eliminate in the consolidated statements of income to the extent of
our ownership any intercompany profits on income earned from unconsolidated real estate
partnerships. NOTE 20  Employee Benefit Plans We provide a 401(k) defined-contribution employee savings plan. Effective January 1, 2004,
employees who have completed 30 days of service are eligible to participate. Effective January 1,
2004, our matching contributions are made in the following manner: (1) a 100% match on the first
3% of the participants contribution; (2) a 50% match on the next 2% of the participants
contribution. Previously we matched 50% to 100% of the participants contributions to the plan up
to a maximum of 6% of the participants contribution and our match percentage was based on
employee tenure. Our expense incurred totaled approximately $3.2 million, $2.4 million and $2.6
million in 2004, 2003 and 2002, respectively. F-40




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NOTE 21  Recent Accounting Developments Statement of Financial Accounting Standards No. 123 (revised 2004) In December 2004, the FASB issued SFAS 123R, which supersedes the existing SFAS 123, which we
adopted in 2003 using the prospective method of transition as described therein. SFAS 123R requires
all share-based employee compensation, including grants of employee stock options, to be recognized
in the financial statements based on fair value and requires, at a minimum, a modified prospective
application method of adoption. Under this method, the provisions of SFAS 123R will be applied
prospectively to new and modified awards granted on or after the required effective date. In
addition, compensation expense is required to be recognized over the remaining vesting period for
the unvested portion of outstanding awards granted prior to the effective date. The measurement
and recognition provisions of SFAS 123R that apply to our stock option plans are similar to those
currently being followed by us for awards granted on or after January 1, 2003. The primary change
in expense recognition requirements, which also applies to our unvested restricted stock awards,
relates to the treatment of forfeitures. Under SFAS 123R, expected forfeitures are required to be
estimated in determining periodic compensation expense, whereas we currently recognize forfeitures
as they occur. Upon adoption of SFAS 123R, we will estimate forfeitures of unvested awards of
stock options and restricted stock and record a cumulative effect of a change in accounting
principle to reflect the compensation expense that would not have been recognized in prior periods
had forfeitures been estimated prior to the date of adoption. Aimco is required to adopt SFAS 123R
as of July 1, 2005, although early adoption is permitted. Upon adoption, our periodic compensation
expense will increase due to the recognition of expense for stock options granted prior to January
1, 2003, for which no expense is currently being recognized. Based on preliminary estimates of
such additional compensation expense, we do not anticipate that the adoption of SFAS 123R will have
a material impact on our financial condition or results of operations. Statement of Financial Accounting Standards No. 153 In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153,
Exchanges of Nonmonetary Assets  an amendment of APB Opinion No. 29,or SFAS 153. The guidance in
APB Opinion No. 29, Accounting for Nonmonetary Transactions,is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.
This guidance, however, included certain exceptions to that principle. SFAS 153 amends APB
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of
the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective
for fiscal periods beginning after June 15, 2005. We do not anticipate that the adoption of SFAS
153 will have a material impact on our financial condition or results of operations. Statement of Position 03-3 In December 2003, the American Institute of Certified Public Accountants issued Statement of
Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer, or SOP 03-3.
SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows
expected to be collected from an investors initial investment in loans or debt securities (loans)
acquired in a transfer if those differences are attributable, at least in part, to credit quality.
SOP 03-3 limits the yield that may be accreted to the excess of the investors estimate of
undiscounted expected principal, interest, and other cash flows over the investors initial
investment in the loan. This SOP requires that the excess of contractual cash flows over cash flows
expected to be collected not be recognized as an adjustment of yield, loss accrual, or valuation
allowance. Subsequent increases in cash flows expected to be collected generally should be
recognized prospectively through adjustment of the loans yield over its remaining life. Decreases
in cash flows expected to be collected are required to be recognized as an impairment. SOP 03-3 is
effective for loans acquired in fiscal years beginning after December 15, 2004. SOP 03-3 also is
required to be applied prospectively to decreases in cash flows expected to be collected that
relate to loans previously acquired at a discount. We do not anticipate that the adoption of SOP
03-3 will have a material impact on our financial condition or results of operations. Emerging Issues Task Force No. 03-16 In March 2004, the Financial Accounting Standards Board ratified the consensus reached by the
Emerging Issues Task Force on Issue No. 03-16, EITF 03-16, regarding accounting for investments in
limited liability companies. The Task Force reached a consensus that an investment in an LLC that
maintains a specific ownership account for each investor  similar to a partnership capital
account structure  should be viewed as similar to an investment in a limited partnership for
purposes of determining whether a noncontrolling investment in an LLC should be accounted for using
the cost method or the equity F-41




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##### Table of Contents



method. EITF 03-16 is effective for reporting periods beginning after June 15, 2004. We do
not anticipate that the adoption of EITF No. 03-16 will have a material impact on our financial
condition or results of operations. NOTE 22  Subsequent Events Distributions Declared On January 28, 2005, the General Partner declared a quarterly cash distribution of $0.60 per
common unit for the quarter ended December 31, 2004, that was paid on February 28, 2005, to common
unitholders of record on February 18, 2005. Redemption of TOPRS On January 11, 2005, we redeemed for cash all outstanding TOPRS (see Note 7) for a total
redemption price of $50 per security, or $15.0 million, plus any accrued and unpaid distributions
through the redemption date. Redemption of Class D Preferred Units On January 21, 2005, Aimco redeemed for cash the remaining 1.25 million shares outstanding of
its Class D Preferred Stock for a total redemption price of $25.0425 per share, which included a
redemption price of $25 per share, and $0.0425 per share of accumulated and unpaid dividends
through January 21, 2005. Concurrently with this redemption, we redeemed for cash all remaining Class D
Preferred Units. Acquisition of Palazzo East at Park La Brea On February 28, 2005, Aimco completed the acquisition of the Palazzo East at Park La Brea in
Los Angeles, California, a mid-rise apartment community with 610 units, for $199.3 million.
Palazzo East at Park La Brea is the third of three phases completed as part of the Park La Brea
development. In connection with the Casden Transactions, Aimco agreed to purchase all three phases
of the Park La Brea development upon completion and attainment of 60% occupancy (see Note 9). For
Palazzo East at Park La Brea, Aimco paid approximately $86.8 million in cash and was required to
repay existing mortgage indebtedness of approximately $113.0 million. Aimco funded the repayment
of existing mortgage indebtedness through a variable rate property note of $112.5 million. In order to fund the acquisition of the Palazzo East at Park La Brea, we loaned $85.4 million
to Aimco in exchange for a note receivable. The note bears interest at the rate of 5.25% per
annum, with interest payments due on December 31 of each year. Upon completion of the purchase, Aimco contributed the assets
and liabilities of the Palazzo East at Park La Brea to us in exchange for 3,416,478 Class Thirteen
Partnership Preferred Units, or the Class Thirteen Preferred Units. The Class Thirteen Preferred
Units pay distributions of $1.3125 per unit on December 31 of each year,with the first
distribution being prorated from the date of issuance. F-42




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##### Table of Contents



AIMCO PROPERTIES, L.P.


REAL ESTATE AND ACCUMULATED DEPRECIATION


December 31, 2004


(In Thousands Except Unit Data)


|                           |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |   |               |  |  |              |        |             |       |   |             |              |  |   |              |  |  |              |        |  |  |   |         |   |  |   |        |  |  |   |        | 
|-------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | ------------------ | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  | - | ------------- |  |  | ------------ | ------ | ----------- | ----- | - | ----------- | ------------ |  | - | ------------ |  |  | ------------ | ------ |  |  | - | ------- | - |  | - | ------ |  |  | - | ------ | 
|                           |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                           |  |          |           |     |              |        |          |  |                    |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                           |  |          |           |     |              |        |          |  |                    |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                           |  |          |           | (1) |              |        |          |  |                    |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                           |  | Property |           |     | Date         |        |          |  | Year               |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |   | Buildings and |  |  |              |        | Accumulated |       |   | Accumulated |              |  |  
|Property Name              |  | Type     |           |     | Consolidated |        | Location |  |                    | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |   | Land          |  |  | Improvements |        |             | Total |   |             | Depreciation |  |   | Depreciation |  |  | Encumbrances |       
|                           |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |   |               |  |  |              |        |             |       |   |             |              |  |   |              |  |  |              |       
|100 Forest Place           |  |          | High Rise |     |              | Dec-97 |          |  | Oak Park, IL       |       |  |              | 1987     |  |                  |                   | 234           |  |              | $             | 2,664  |             |  | $ | 18,815        |  |  | $            | 1,808  |             |       | $ | 2,664       |              |  | $ | 20,624       |  |  | $            | 23,287 |  |  | $ | (5,148  | ) |  | $ | 18,139 |  |  | $ | 13,854 | 
|173 E. 90th                |  |          | High Rise |     |              | May-04 |          |  | New York, NY       |       |  |              | 1910     |  |                  |                   | 72            |  |              |               | 12,046 |             |  |   | 4,535         |  |  |              | 2      |             |       |   | 12,046      |              |  |   | 4,537        |  |  |              | 16,583 |  |  |   | (101    | ) |  |   | 16,482 |  |  |   | 10,039 | 
|236  238 East 88th Street |  |          | High Rise |     |              | Jan-04 |          |  | New York, NY       |       |  |              | 1900     |  |                  |                   | 47            |  |              |               | 8,738  |             |  |   | 2,914         |  |  |              | 174    |             |       |   | 8,738       |              |  |   | 3,087        |  |  |              | 11,825 |  |  |   | (81     | ) |  |   | 11,744 |  |  |   | 7,497  | 
|306 East 89th Street       |  |          | High Rise |     |              | Jul-04 |          |  | New York, NY       |       |  |              | 1930     |  |                  |                   | 20            |  |              |               | 2,564  |             |  |   | 940           |  |  |              | 26     |             |       |   | 2,564       |              |  |   | 966          |  |  |              | 3,531  |  |  |   | (15     | ) |  |   | 3,516  |  |  |   |       | 
|311 & 313 East 73rd Street |  |          | Mid-Rise  |     |              | Mar-03 |          |  | New York, NY       |       |  |              | 1904     |  |                  |                   | 34            |  |              |               | 5,322  |             |  |   | 1,459         |  |  |              | 276    |             |       |   | 5,322       |              |  |   | 1,735        |  |  |              | 7,056  |  |  |   | (134    | ) |  |   | 6,922  |  |  |   | 3,009  | 
|452 East 78th Street       |  |          | High Rise |     |              | Jan-04 |          |  | New York, NY       |       |  |              | 1900     |  |                  |                   | 13            |  |              |               | 1,957  |             |  |   | 608           |  |  |              | 7      |             |       |   | 1,957       |              |  |   | 615          |  |  |              | 2,572  |  |  |   | (17     | ) |  |   | 2,555  |  |  |   | 1,744  | 
|510 East 88th Street       |  |          | High Rise |     |              | Jan-04 |          |  | New York, NY       |       |  |              | 1900     |  |                  |                   | 20            |  |              |               | 3,137  |             |  |   | 1,002         |  |  |              | 72     |             |       |   | 3,137       |              |  |   | 1,074        |  |  |              | 4,211  |  |  |   | (32     | ) |  |   | 4,180  |  |  |   | 2,870  | 
|6111 At Ridgeway Crossing  |  |          | Garden    |     |              | Dec-97 |          |  | Memphis, TN        |       |  |              | 1984     |  |                  |                   | 584           |  |              |               | 1,750  |             |  |   | 10,479        |  |  |              | 5,819  |             |       |   | 1,750       |              |  |   | 16,298       |  |  |              | 18,048 |  |  |   | (5,993  | ) |  |   | 12,055 |  |  |   | 8,176  | 
|Abington I                 |  |          | Garden    |     |              | Jul-02 |          |  | Indianapolis, IN   |       |  |              | 1979     |  |                  |                   | 108           |  |              |               | 726    |             |  |   | 3,037         |  |  |              | 617    |             |       |   | 726         |              |  |   | 3,655        |  |  |              | 4,381  |  |  |   | (625    | ) |  |   | 3,756  |  |  |   | 2,132  | 
|Abington II                |  |          | Garden    |     |              | Oct-02 |          |  | Indianapolis, IN   |       |  |              | 1980     |  |                  |                   | 220           |  |              |               | 1,357  |             |  |   | 6,274         |  |  |              | 512    |             |       |   | 1,357       |              |  |   | 6,786        |  |  |              | 8,143  |  |  |   | (1,297  | ) |  |   | 6,846  |  |  |   | 4,606  | 
|Alliance Towers            |  |          | High Rise |     |              | Mar-02 |          |  | Lombard, IL        |       |  |              | 1971     |  |                  |                   | 101           |  |              |               | 530    |             |  |   | 1,934         |  |  |              | 437    |             |       |   | 530         |              |  |   | 2,371        |  |  |              | 2,901  |  |  |   | (254    | ) |  |   | 2,647  |  |  |   | 2,296  | 
|Anchorage Apartments       |  |          | Garden    |     |              | Nov-96 |          |  | League City, TX    |       |  |              | 1985     |  |                  |                   | 264           |  |              |               | 1,155  |             |  |   | 7,172         |  |  |              | 2,046  |             |       |   | 1,155       |              |  |   | 9,218        |  |  |              | 10,373 |  |  |   | (2,256  | ) |  |   | 8,117  |  |  |   | 3,941  | 
|Anthracite                 |  |          | High Rise |     |              | Mar-02 |          |  | Pittston, PA       |       |  |              | 1981     |  |                  |                   | 121           |  |              |               | 670    |             |  |   | 2,524         |  |  |              | 141    |             |       |   | 670         |              |  |   | 2,666        |  |  |              | 3,336  |  |  |   | (337    | ) |  |   | 2,999  |  |  |   | 3,032  | 
|Apartment, The             |  |          | Garden    |     |              | Jul-00 |          |  | Omaha, NE          |       |  |              | 1973     |  |                  |                   | 204           |  |              |               | 934    |             |  |   | 8,778         |  |  |              | 492    |             |       |   | 934         |              |  |   | 9,270        |  |  |              | 10,203 |  |  |   | (3,909  | ) |  |   | 6,295  |  |  |   | 4,235  | 
|Apple Creek (TX)           |  |          | Garden    |     |              | Jan-00 |          |  | Temple, TX         |       |  |              | 1984     |  |                  |                   | 176           |  |              |               | 479    |             |  |   | 3,752         |  |  |              | 477    |             |       |   | 479         |              |  |   | 4,229        |  |  |              | 4,708  |  |  |   | (1,224  | ) |  |   | 3,484  |  |  |   | 1,403  | 
|Arbors                     |  |          | Garden    |     |              | May-98 |          |  | Deland, FL         |       |  |              | 1987     |  |                  |                   | 224           |  |              |               | 1,507  |             |  |   | 9,075         |  |  |              | 948    |             |       |   | 1,507       |              |  |   | 10,023       |  |  |              | 11,530 |  |  |   | (3,006  | ) |  |   | 8,524  |  |  |   | 7,605  | 
|Arbors (Grovetree), The    |  |          | Garden    |     |              | Oct-97 |          |  | Tempe, AZ          |       |  |              | 1967     |  |                  |                   | 200           |  |              |               | 1,092  |             |  |   | 6,208         |  |  |              | 1,086  |             |       |   | 1,092       |              |  |   | 7,295        |  |  |              | 8,387  |  |  |   | (2,195  | ) |  |   | 6,192  |  |  |   | 3,094  | 
|Arbours of Hermitage, The  |  |          | Garden    |     |              | Jul-00 |          |  | Hermitage, TN      |       |  |              | 1972     |  |                  |                   | 350           |  |              |               | 1,727  |             |  |   | 14,758        |  |  |              | 2,175  |             |       |   | 1,727       |              |  |   | 16,933       |  |  |              | 18,659 |  |  |   | (6,800  | ) |  |   | 11,859 |  |  |   | 5,650  | 
|Armitage Commons           |  |          | Mid Rise  |     |              | Mar-02 |          |  | Chicago, IL        |       |  |              | 1983     |  |                  |                   | 104           |  |              |               | 1,070  |             |  |   | 4,292         |  |  |              | 624    |             |       |   | 1,070       |              |  |   | 4,916        |  |  |              | 5,986  |  |  |   | (443    | ) |  |   | 5,542  |  |  |   | 5,082  | 
|Arrowsmith                 |  |          | Garden    |     |              | Mar-02 |          |  | Corpus Christi, TX |       |  |              | 1980     |  |                  |                   | 70            |  |              |               | 240    |             |  |   | 968           |  |  |              | 294    |             |       |   | 240         |              |  |   | 1,262        |  |  |              | 1,502  |  |  |   | (170    | ) |  |   | 1,332  |  |  |   | 1,413  | 
|Arvada House               |  |          | High Rise |     |              | Nov-04 |          |  | Arvada, CO         |       |  |              | 1977     |  |                  |                   | 88            |  |              |               | 965    |             |  |   | 3,314         |  |  |              |       |             |       |   | 965         |              |  |   | 3,314        |  |  |              | 4,279  |  |  |   | (14     | ) |  |   | 4,266  |  |  |   | 4,298  | 
|Ashford, The               |  |          | Garden    |     |              | Dec-95 |          |  | Atlanta, GA        |       |  |              | 1968     |  |                  |                   | 221           |  |              |               | 2,771  |             |  |   | 8,366         |  |  |              | 23,034 |             |       |   | 2,771       |              |  |   | 31,399       |  |  |              | 34,170 |  |  |   | (4,910  | ) |  |   | 29,260 |  |  |   | 5,910  | 
|Ashland Manor              |  |          | High Rise |     |              | Mar-02 |          |  | East Moline, IL    |       |  |              | 1977     |  |                  |                   | 189           |  |              |               | 205    |             |  |   | 1,162         |  |  |              | 374    |             |       |   | 205         |              |  |   | 1,536        |  |  |              | 1,741  |  |  |   | (186    | ) |  |   | 1,556  |  |  |   | 1,416  | 
|Aspen Point                |  |          | Garden    |     |              | Dec-97 |          |  | Arvada, CO         |       |  |              | 1972     |  |                  |                   | 120           |  |              |               | 353    |             |  |   | 3,807         |  |  |              | 3,472  |             |       |   | 353         |              |  |   | 7,280        |  |  |              | 7,633  |  |  |   | (2,452  | ) |  |   | 5,181  |  |  |   |       | 
|Aspen Station              |  |          | Garden    |     |              | Oct-01 |          |  | Richmond, VA       |       |  |              | 1979     |  |                  |                   | 232           |  |              |               | 2,466  |             |  |   | 7,874         |  |  |              | 484    |             |       |   | 2,466       |              |  |   | 8,358        |  |  |              | 10,825 |  |  |   | (2,478  | ) |  |   | 8,347  |  |  |   | 6,917  | 
|Aspen Stratford B          |  |          | High Rise |     |              | Oct-02 |          |  | Newark, NJ         |       |  |              | 1920     |  |                  |                   | 60            |  |              |               | 358    |             |  |   | 2,887         |  |  |              | 384    |             |       |   | 358         |              |  |   | 3,271        |  |  |              | 3,629  |  |  |   | (1,602  | ) |  |   | 2,027  |  |  |   | 1,799  | 
|Aspen Stratford C          |  |          | High Rise |     |              | Oct-02 |          |  | Newark, NJ         |       |  |              | 1920     |  |                  |                   | 56            |  |              |               | 363    |             |  |   | 2,818         |  |  |              | 327    |             |       |   | 363         |              |  |   | 3,145        |  |  |              | 3,508  |  |  |   | (1,533  | ) |  |   | 1,975  |  |  |   | 1,588  | 
|Atriums of Plantation      |  |          | Mid Rise  |     |              | Aug-98 |          |  | Plantation, FL     |       |  |              | 1980     |  |                  |                   | 210           |  |              |               | 1,806  |             |  |   | 10,385        |  |  |              | 1,041  |             |       |   | 1,806       |              |  |   | 11,426       |  |  |              | 13,233 |  |  |   | (2,944  | ) |  |   | 10,288 |  |  |   | 7,137  | 
|Autumn Run (IL)            |  |          | Garden    |     |              | Oct-02 |          |  | Naperville, IL     |       |  |              | 1984     |  |                  |                   | 320           |  |              |               | 1,888  |             |  |   | 17,335        |  |  |              | 901    |             |       |   | 1,888       |              |  |   | 18,236       |  |  |              | 20,124 |  |  |   | (6,832  | ) |  |   | 13,291 |  |  |   | 12,038 | 
|Autumn Woods               |  |          | Garden    |     |              | Sep-00 |          |  | Jackson, MI        |       |  |              | 1973     |  |                  |                   | 112           |  |              |               | 1,059  |             |  |   | 3,705         |  |  |              | 1,004  |             |       |   | 1,059       |              |  |   | 4,709        |  |  |              | 5,768  |  |  |   | (1,146  | ) |  |   | 4,622  |  |  |   | 2,858  | 
|Baisley Park Gardens       |  |          | Mid Rise  |     |              | Apr-02 |          |  | Jamaica, NY        |       |  |              | 1982     |  |                  |                   | 212           |  |              |               | 1,765  |             |  |   | 12,309        |  |  |              | 1,374  |             |       |   | 1,765       |              |  |   | 13,683       |  |  |              | 15,448 |  |  |   | (2,245  | ) |  |   | 13,203 |  |  |   | 11,823 | 
|Baldwin Oaks               |  |          | Mid Rise  |     |              | Oct-99 |          |  | Parsippany ,NJ     |       |  |              | 1980     |  |                  |                   | 251           |  |              |               | 746    |             |  |   | 8,516         |  |  |              | 795    |             |       |   | 746         |              |  |   | 9,311        |  |  |              | 10,057 |  |  |   | (4,329  | ) |  |   | 5,728  |  |  |   | 6,937  | 
|Bangor House               |  |          | High Rise |     |              | Mar-02 |          |  | Bangor, ME         |       |  |              | 1979     |  |                  |                   | 121           |  |              |               | 1,140  |             |  |   | 4,595         |  |  |              | 369    |             |       |   | 1,140       |              |  |   | 4,964        |  |  |              | 6,104  |  |  |   | (311    | ) |  |   | 5,793  |  |  |   | 3,188  | 
|Bank Lofts                 |  |          | High Rise |     |              | Apr-01 |          |  | Denver, CO         |       |  |              | 1920     |  |                  |                   | 117           |  |              |               | 3,525  |             |  |   | 9,125         |  |  |              | 497    |             |       |   | 3,525       |              |  |   | 9,622        |  |  |              | 13,147 |  |  |   | (1,531  | ) |  |   | 11,615 |  |  |   | 7,671  | 
|Bannock Arms               |  |          | Garden    |     |              | Mar-02 |          |  | Boise, ID          |       |  |              | 1978     |  |                  |                   | 66            |  |              |               | 275    |             |  |   | 1,102         |  |  |              | 134    |             |       |   | 275         |              |  |   | 1,236        |  |  |              | 1,511  |  |  |   | (175    | ) |  |   | 1,336  |  |  |   | 1,504  | 
|Barcelona                  |  |          | Garden    |     |              | Oct-99 |          |  | Houston ,TX        |       |  |              | 1963     |  |                  |                   | 127           |  |              |               | 772    |             |  |   | 4,264         |  |  |              | 1,047  |             |       |   | 772         |              |  |   | 5,310        |  |  |              | 6,082  |  |  |   | (1,190  | ) |  |   | 4,892  |  |  |   | 7,261  | 
|Bay Parc Plaza             |  |          | High Rise |     |              | Sep-04 |          |  | Miami, FL          |       |  |              | 2000     |  |                  |                   | 471           |  |              |               | 22,640 |             |  |   | 41,853        |  |  |              | 76     |             |       |   | 22,640      |              |  |   | 41,929       |  |  |              | 64,569 |  |  |   | (381    | ) |  |   | 64,188 |  |  |   | 48,181 | 
|Bay Ridge at Nashua        |  |          | Garden    |     |              | Jan-03 |          |  | Nashua, NH         |       |  |              | 1984     |  |                  |                   | 412           |  |              |               | 3,187  |             |  |   | 39,809        |  |  |              | 398    |             |       |   | 3,187       |              |  |   | 40,206       |  |  |              | 43,393 |  |  |   | (7,117  | ) |  |   | 36,276 |  |  |   | 23,773 | 
|Bayberry Hill Estates      |  |          | Garden    |     |              | Aug-02 |          |  | Framingham, MA     |       |  |              | 1971     |  |                  |                   | 424           |  |              |               | 18,915 |             |  |   | 35,945        |  |  |              | 2,256  |             |       |   | 18,915      |              |  |   | 38,201       |  |  |              | 57,116 |  |  |   | (3,492  | ) |  |   | 53,623 |  |  |   | 30,843 | 
|Bayhead Village            |  |          | Garden    |     |              | Oct-00 |          |  | Indianapolis, IN   |       |  |              | 1978     |  |                  |                   | 202           |  |              |               | 1,434  |             |  |   | 5,139         |  |  |              | 1,041  |             |       |   | 1,434       |              |  |   | 6,179        |  |  |              | 7,613  |  |  |   | (1,297  | ) |  |   | 6,316  |  |  |   | 3,477  | 
|Baymeadows                 |  |          | Garden    |     |              | Oct-99 |          |  | Jacksonville, FL   |       |  |              | 1972     |  |                  |                   | 904           |  |              |               | 4,534  |             |  |   | 35,294        |  |  |              | 8,125  |             |       |   | 4,534       |              |  |   | 43,419       |  |  |              | 47,953 |  |  |   | (14,040 | ) |  |   | 33,913 |  |  |   | 24,510 | 
|Beacon Hill                |  |          | High Rise |     |              | Mar-02 |          |  | Hillsdale, MI      |       |  |              | 1980     |  |                  |                   | 198           |  |              |               | 1,380  |             |  |   | 5,524         |  |  |              | 975    |             |       |   | 1,380       |              |  |   | 6,498        |  |  |              | 7,878  |  |  |   | (839    | ) |  |   | 7,040  |  |  |   | 5,719  | 
|Beau Jardin                |  |          | Garden    |     |              | Apr-01 |          |  | West Lafayette, IN |       |  |              | 1968     |  |                  |                   | 252           |  |              |               | 5,460  |             |  |   | 5,291         |  |  |              | 1,520  |             |       |   | 5,460       |              |  |   | 6,811        |  |  |              | 12,271 |  |  |   | (1,717  | ) |  |   | 10,555 |  |  |   | 4,608  | 
|Bedford House              |  |          | Mid Rise  |     |              | Mar-02 |          |  | Falmouth, KY       |       |  |              | 1979     |  |                  |                   | 48            |  |              |               | 230    |             |  |   | 919           |  |  |              | 104    |             |       |   | 230         |              |  |   | 1,023        |  |  |              | 1,253  |  |  |   | (132    | ) |  |   | 1,121  |  |  |   | 1,102  | 

F-43



---



##### Table of Contents



|                            |  |          |           |     |              |        |          |  |                       |       |  |              |           |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |         |  |  |  |         |   |  |  |         |  |  |  |        | 
|--------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | --------------------- | ----- |  | ------------ | --------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ------ | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------- |  |  |  | ------- | - |  |  | ------- |  |  |  | ------ | 
|                            |  |          |           |     |              |        |          |  |                       |       |  |              |           |  |                  | December 31, 2004 |               |  |             
|                            |  |          |           |     |              |        |          |  |                       |       |  | (2)          |           |  |                  |                   |               |  |              |              
|                            |  |          |           |     |              |        |          |  |                       |       |  | Initial Cost |           |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                            |  |          |           | (1) |              |        |          |  |                       |       |  |              |           |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                            |  | Property |           |     | Date         |        |          |  | Year                  |       |  | Number       |           |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |        | Accumulated |       |  | Accumulated |              |  | 
|Property Name               |  | Type     |           |     | Consolidated |        | Location |  |                       | Built |  |              | of Units  |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |        |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |        
|                            |  |          |           |     |              |        |          |  |                       |       |  |              |           |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |        
|Beech Lake                  |  |          | Garden    |     |              | May-99 |          |  | Durham, NC            |       |  |              | 1986      |  |                  |                   | 345           |  |              |               | 2,222  |             |  |  | 12,641        |  |  |              | 1,596  |             |       |  | 2,222       |              |  |  | 14,237       |  |  |              | 16,459  |  |  |  | (3,824  | ) |  |  | 12,634  |  |  |  | 10,559 | 
|Beechs Farm                |  |          | Garden    |     |              | Oct-00 |          |  | Columbia, MD          |       |  |              | 1983      |  |                  |                   | 135           |  |              |               | 3,873  |             |  |  | 3,447         |  |  |              | 956    |             |       |  | 3,873       |              |  |  | 4,403        |  |  |              | 8,277   |  |  |  | (847    | ) |  |  | 7,430   |  |  |  | 3,795  | 
|Belmont Place               |  |          | Garden    |     |              | Jul-00 |          |  | Marietta, GA          |       |  |              | 1972      |  |                  |                   | 326           |  |              |               | 11,312 |             |  |  | 2,345         |  |  |              | 17,850 |             |       |  | 11,312      |              |  |  | 20,195       |  |  |              | 31,507  |  |  |  | (225    | ) |  |  | 31,282  |  |  |  |       | 
|Bent Oaks                   |  |          | Garden    |     |              | May-98 |          |  | Austin, TX            |       |  |              | 1978      |  |                  |                   | 146           |  |              |               | 1,096  |             |  |  | 6,423         |  |  |              | 694    |             |       |  | 1,096       |              |  |  | 7,116        |  |  |              | 8,212   |  |  |  | (2,156  | ) |  |  | 6,057   |  |  |  | 3,690  | 
|Bent Tree (NC)              |  |          | Garden    |     |              | Sep-00 |          |  | Greensboro, NC        |       |  |              | 1986      |  |                  |                   | 244           |  |              |               | 2,637  |             |  |  | 9,790         |  |  |              | 1,203  |             |       |  | 2,637       |              |  |  | 10,993       |  |  |              | 13,630  |  |  |  | (1,623  | ) |  |  | 12,006  |  |  |  | 7,334  | 
|Bent Tree I                 |  |          | Garden    |     |              | Oct-02 |          |  | Indianapolis, IN      |       |  |              | 1983      |  |                  |                   | 240           |  |              |               | 1,879  |             |  |  | 6,430         |  |  |              | 414    |             |       |  | 1,879       |              |  |  | 6,844        |  |  |              | 8,723   |  |  |  | (974    | ) |  |  | 7,749   |  |  |  | 4,000  | 
|Bent Tree III  Verandas    |  |          | Garden    |     |              | Sep-00 |          |  | Indianapolis, IN      |       |  |              | 1985      |  |                  |                   | 96            |  |              |               | 1,774  |             |  |  | 3,379         |  |  |              | 456    |             |       |  | 1,774       |              |  |  | 3,835        |  |  |              | 5,609   |  |  |  | (563    | ) |  |  | 5,046   |  |  |  | 2,950  | 
|Berger Apartments           |  |          | Mid Rise  |     |              | Mar-02 |          |  | New Haven, CT         |       |  |              | 1981      |  |                  |                   | 145           |  |              |               | 1,152  |             |  |  | 4,657         |  |  |              | 609    |             |       |  | 1,152       |              |  |  | 5,265        |  |  |              | 6,417   |  |  |  | (676    | ) |  |  | 5,741   |  |  |  | 2,895  | 
|Berkeley Gardens            |  |          | High Rise |     |              | Mar-02 |          |  | Martinsburg, WV       |       |  |              | 1981      |  |                  |                   | 132           |  |              |               | 264    |             |  |  | 825           |  |  |              | 873    |             |       |  | 264         |              |  |  | 1,698        |  |  |              | 1,962   |  |  |  | (301    | ) |  |  | 1,660   |  |  |  | 1,024  | 
|Big Walnut                  |  |          | Garden    |     |              | Apr-02 |          |  | Columbus, OH          |       |  |              | 1968      |  |                  |                   | 251           |  |              |               | 583    |             |  |  | 9,721         |  |  |              | 890    |             |       |  | 583         |              |  |  | 10,611       |  |  |              | 11,194  |  |  |  | (4,352  | ) |  |  | 6,843   |  |  |  | 5,451  | 
|Biltmore Towers             |  |          | High Rise |     |              | Mar-02 |          |  | Dayton, OH            |       |  |              | 1980      |  |                  |                   | 230           |  |              |               | 1,630  |             |  |  | 6,411         |  |  |              | 7,390  |             |       |  | 1,630       |              |  |  | 13,801       |  |  |              | 15,431  |  |  |  | (867    | ) |  |  | 14,564  |  |  |  | 10,908 | 
|Bluffs (IN), The            |  |          | Garden    |     |              | Dec-98 |          |  | Laffayette, IN        |       |  |              | 1982      |  |                  |                   | 181           |  |              |               | 979    |             |  |  | 5,556         |  |  |              | 1,261  |             |       |  | 979         |              |  |  | 6,817        |  |  |              | 7,796   |  |  |  | (2,236  | ) |  |  | 5,560   |  |  |  | 3,259  | 
|Boston Lofts                |  |          | High Rise |     |              | Apr-01 |          |  | Denver, CO            |       |  |              | 1890      |  |                  |                   | 158           |  |              |               | 3,446  |             |  |  | 20,884        |  |  |              | 698    |             |       |  | 3,446       |              |  |  | 21,581       |  |  |              | 25,028  |  |  |  | (3,259  | ) |  |  | 21,768  |  |  |  | 15,383 | 
|Boulder Creek               |  |          | Garden    |     |              | Jul-94 |          |  | Boulder, CO           |       |  |              | 1972      |  |                  |                   | 221           |  |              |               | 755    |             |  |  | 7,730         |  |  |              | 15,807 |             |       |  | 755         |              |  |  | 23,537       |  |  |              | 24,292  |  |  |  | (7,962  | ) |  |  | 16,329  |  |  |  | 14,926 | 
|Boulevard Tower             |  |          | High Rise |     |              | Mar-02 |          |  | Bronx, NY             |       |  |              | 1967      |  |                  |                   | 332           |  |              |               | 1,992  |             |  |  | 7,960         |  |  |              | 2,988  |             |       |  | 1,992       |              |  |  | 10,948       |  |  |              | 12,940  |  |  |  | (1,373  | ) |  |  | 11,566  |  |  |  | 4,565  | 
|Braesview                   |  |          | Garden    |     |              | May-98 |          |  | San Antonio, TX       |       |  |              | 1982      |  |                  |                   | 396           |  |              |               | 3,135  |             |  |  | 17,813        |  |  |              | 2,041  |             |       |  | 3,135       |              |  |  | 19,855       |  |  |              | 22,990  |  |  |  | (6,004  | ) |  |  | 16,986  |  |  |  | 11,765 | 
|Brandywine                  |  |          | Garden    |     |              | Jul-94 |          |  | St. Petersburg, FL    |       |  |              | 1971      |  |                  |                   | 477           |  |              |               | 1,437  |             |  |  | 12,725        |  |  |              | 3,012  |             |       |  | 1,437       |              |  |  | 15,737       |  |  |              | 17,174  |  |  |  | (9,298  | ) |  |  | 7,876   |  |  |  | 8,927  | 
|Brant Rock Condominiums     |  |          | Garden    |     |              | Oct-97 |          |  | Houston, TX           |       |  |              | 1984      |  |                  |                   | 84            |  |              |               | 337    |             |  |  | 1,976         |  |  |              | 773    |             |       |  | 337         |              |  |  | 2,748        |  |  |              | 3,085   |  |  |  | (873    | ) |  |  | 2,213   |  |  |  | 981    | 
|Breakers, The               |  |          | Garden    |     |              | Oct-98 |          |  | Daytona Beach, FL     |       |  |              | 1985      |  |                  |                   | 208           |  |              |               | 1,008  |             |  |  | 5,507         |  |  |              | 1,660  |             |       |  | 1,008       |              |  |  | 7,167        |  |  |              | 8,175   |  |  |  | (2,040  | ) |  |  | 6,135   |  |  |  | 3,578  | 
|Brentwood Apartments        |  |          | Garden    |     |              | Nov-96 |          |  | Lake Jackson, TX      |       |  |              | 1980      |  |                  |                   | 104           |  |              |               | 592    |             |  |  | 2,741         |  |  |              | 791    |             |       |  | 592         |              |  |  | 3,531        |  |  |              | 4,123   |  |  |  | (1,138  | ) |  |  | 2,986   |  |  |  | 1,384  | 
|Briarcliffe                 |  |          | Garden    |     |              | Oct-00 |          |  | Lansing, MI           |       |  |              | 1974      |  |                  |                   | 308           |  |              |               | 3,195  |             |  |  | 9,586         |  |  |              | 1,564  |             |       |  | 3,195       |              |  |  | 11,150       |  |  |              | 14,346  |  |  |  | (2,278  | ) |  |  | 12,067  |  |  |  | 6,314  | 
|Briarwest                   |  |          | Garden    |     |              | Oct-99 |          |  | Houston, TX           |       |  |              | 1970      |  |                  |                   | 380           |  |              |               | 2,467  |             |  |  | 13,868        |  |  |              | 1,626  |             |       |  | 2,467       |              |  |  | 15,494       |  |  |              | 17,961  |  |  |  | (3,511  | ) |  |  | 14,450  |  |  |  | 7,261  | 
|Briarwood                   |  |          | Garden    |     |              | Oct-99 |          |  | Houston, TX           |       |  |              | 1970      |  |                  |                   | 351           |  |              |               | 2,040  |             |  |  | 11,890        |  |  |              | 1,906  |             |       |  | 2,040       |              |  |  | 13,796       |  |  |              | 15,836  |  |  |  | (3,015  | ) |  |  | 12,821  |  |  |  | 7,261  | 
|Bridgewater Apartments, The |  |          | Garden    |     |              | Nov-96 |          |  | Tomball, TX           |       |  |              | 1978      |  |                  |                   | 206           |  |              |               | 969    |             |  |  | 5,976         |  |  |              | 2,152  |             |       |  | 969         |              |  |  | 8,128        |  |  |              | 9,097   |  |  |  | (1,500  | ) |  |  | 7,597   |  |  |  | 3,420  | 
|Brighton Crest              |  |          | Garden    |     |              | Jan-00 |          |  | Marietta, GA          |       |  |              | 1987      |  |                  |                   | 320           |  |              |               | 2,090  |             |  |  | 13,241        |  |  |              | 1,594  |             |       |  | 2,090       |              |  |  | 14,835       |  |  |              | 16,925  |  |  |  | (6,031  | ) |  |  | 10,894  |  |  |  | 9,887  | 
|Brinton Manor               |  |          | Garden    |     |              | Sep-03 |          |  | Pittsburgh, PA        |       |  |              | 1971      |  |                  |                   | 219           |  |              |               | 367    |             |  |  | 5,251         |  |  |              | 1,390  |             |       |  | 367         |              |  |  | 6,641        |  |  |              | 7,008   |  |  |  | (2,086  | ) |  |  | 4,922   |  |  |  | 1,594  | 
|Brinton Towers              |  |          | High Rise |     |              | Sep-03 |          |  | Pittsburgh, PA        |       |  |              | 1973      |  |                  |                   | 190           |  |              |               | 280    |             |  |  | 4,210         |  |  |              | 851    |             |       |  | 280         |              |  |  | 5,061        |  |  |              | 5,341   |  |  |  | (2,770  | ) |  |  | 2,571   |  |  |  | 2,582  | 
|Broadcast Center            |  |          | Garden    |     |              | Mar-02 |          |  | Los Angeles, CA       |       |  |              | 1990      |  |                  |                   | 279           |  |              |               | 27,248 |             |  |  | 41,244        |  |  |              | 1,762  |             |       |  | 27,248      |              |  |  | 43,007       |  |  |              | 70,255  |  |  |  | (3,513  | ) |  |  | 66,742  |  |  |  | 34,000 | 
|Broadmoor Ridge             |  |          | Garden    |     |              | Dec-97 |          |  | Colorado Springs, CO  |       |  |              | 1974      |  |                  |                   | 200           |  |              |               | 460    |             |  |  | 2,917         |  |  |              | 10,167 |             |       |  | 460         |              |  |  | 13,085       |  |  |              | 13,545  |  |  |  | (1,902  | ) |  |  | 11,643  |  |  |  | 8,040  | 
|Broadmoor, The              |  |          | Garden    |     |              | May-98 |          |  | Austin, TX            |       |  |              | 1984      |  |                  |                   | 200           |  |              |               | 1,370  |             |  |  | 8,361         |  |  |              | 816    |             |       |  | 1,370       |              |  |  | 9,177        |  |  |              | 10,547  |  |  |  | (2,475  | ) |  |  | 8,072   |  |  |  | 6,000  | 
|Brook Run                   |  |          | Garden    |     |              | May-98 |          |  | Arlington Heights, IL |       |  |              | 1985      |  |                  |                   | 182           |  |              |               | 2,245  |             |  |  | 12,936        |  |  |              | 1,236  |             |       |  | 2,245       |              |  |  | 14,172       |  |  |              | 16,417  |  |  |  | (4,361  | ) |  |  | 12,056  |  |  |  | 11,800 | 
|Brookdale Lakes             |  |          | Garden    |     |              | May-98 |          |  | Naperville, IL        |       |  |              | 1990      |  |                  |                   | 200           |  |              |               | 2,709  |             |  |  | 15,346        |  |  |              | 1,127  |             |       |  | 2,709       |              |  |  | 16,473       |  |  |              | 19,182  |  |  |  | (4,890  | ) |  |  | 14,292  |  |  |  | 11,405 | 
|Brookview                   |  |          | Garden    |     |              | Dec-97 |          |  | Montgomery, AL        |       |  |              | 1975      |  |                  |                   | 64            |  |              |               | 86     |             |  |  | 1,545         |  |  |              | 424    |             |       |  | 86          |              |  |  | 1,969        |  |  |              | 2,054   |  |  |  | (400    | ) |  |  | 1,654   |  |  |  | 420    | 
|Brookwood Apartments (IN)   |  |          | Garden    |     |              | Apr-01 |          |  | Indianapolis, IN      |       |  |              | 1967      |  |                  |                   | 476           |  |              |               | 4,631  |             |  |  | 11,022        |  |  |              | 2,681  |             |       |  | 4,631       |              |  |  | 13,704       |  |  |              | 18,335  |  |  |  | (2,735  | ) |  |  | 15,600  |  |  |  | 9,377  | 
|Burgundy Court              |  |          | Garden    |     |              | Apr-00 |          |  | Cincinnati, OH        |       |  |              | 1969      |  |                  |                   | 234           |  |              |               | 1,848  |             |  |  | 9,619         |  |  |              | 913    |             |       |  | 1,848       |              |  |  | 10,532       |  |  |              | 12,380  |  |  |  | (2,436  | ) |  |  | 9,944   |  |  |  | 5,913  | 
|Burke Shire Commons         |  |          | Garden    |     |              | Mar-01 |          |  | Burke, VA             |       |  |              | 1986      |  |                  |                   | 360           |  |              |               | 4,689  |             |  |  | 22,607        |  |  |              | 1,418  |             |       |  | 4,689       |              |  |  | 24,025       |  |  |              | 28,714  |  |  |  | (5,079  | ) |  |  | 23,635  |  |  |  | 18,530 | 
|Cache Creek Apartment Homes |  |          | Mid-Rise  |     |              | Jun-04 |          |  | Clearlake, CA         |       |  |              | 2002      |  |                  |                   | 80            |  |              |               | 1,545  |             |  |  | 9,405         |  |  |              | 430    |             |       |  | 1,545       |              |  |  | 9,835        |  |  |              | 11,380  |  |  |  | (566    | ) |  |  | 10,814  |  |  |  | 2,386  | 
|Calhoun Beach Club          |  |          | High Rise |     |              | Dec-98 |          |  | Minneapolis, MN       |       |  |              | 1928/1998 |  |                  |                   | 332           |  |              |               | 11,708 |             |  |  | 73,334        |  |  |              | 39,826 |             |       |  | 11,708      |              |  |  | 113,160      |  |  |              | 124,868 |  |  |  | (17,695 | ) |  |  | 107,173 |  |  |  | 45,032 | 
|Campbell Heights            |  |          | High Rise |     |              | Oct-02 |          |  | Washington, D.C.      |       |  |              | 1978      |  |                  |                   | 170           |  |              |               | 750    |             |  |  | 6,719         |  |  |              | 265    |             |       |  | 750         |              |  |  | 6,984        |  |  |              | 7,733   |  |  |  | (1,413  | ) |  |  | 6,320   |  |  |  | 8,438  | 
|Canoga Park                 |  |          | Garden    |     |              | Mar-02 |          |  | North Hollywood, CA   |       |  |              | 1983      |  |                  |                   | 14            |  |              |               | 161    |             |  |  | 639           |  |  |              | 18     |             |       |  | 161         |              |  |  | 657          |  |  |              | 818     |  |  |  | (73     | ) |  |  | 745     |  |  |  | 679    | 
|Canterbury Green Apartments |  |          | Garden    |     |              | Dec-99 |          |  | Fort Wayne, IN        |       |  |              | 1979      |  |                  |                   | 1,988         |  |              |               | 13,659 |             |  |  | 73,160        |  |  |              | 12,706 |             |       |  | 13,659      |              |  |  | 85,866       |  |  |              | 99,525  |  |  |  | (17,459 | ) |  |  | 82,066  |  |  |  | 46,258 | 
|Canyon Crest                |  |          | Garden    |     |              | Jan-03 |          |  | Littleton, CO         |       |  |              | 1966      |  |                  |                   | 90            |  |              |               | 1,335  |             |  |  | 6,071         |  |  |              | 292    |             |       |  | 1,335       |              |  |  | 6,363        |  |  |              | 7,698   |  |  |  | (1,417  | ) |  |  | 6,281   |  |  |  | 3,298  | 
|Canyon Terrace              |  |          | Garden    |     |              | Mar-02 |          |  | Saugus, CA            |       |  |              | 1984      |  |                  |                   | 130           |  |              |               | 7,300  |             |  |  | 6,602         |  |  |              | 829    |             |       |  | 7,300       |              |  |  | 7,431        |  |  |              | 14,731  |  |  |  | (880    | ) |  |  | 13,851  |  |  |  | 5,839  | 
|Cape Cod                    |  |          | Garden    |     |              | May-98 |          |  | San Antonio, TX       |       |  |              | 1985      |  |                  |                   | 212           |  |              |               | 1,307  |             |  |  | 7,012         |  |  |              | 639    |             |       |  | 1,307       |              |  |  | 7,652        |  |  |              | 8,959   |  |  |  | (2,095  | ) |  |  | 6,864   |  |  |  | 4,275  | 
|Captiva Club                |  |          | Garden    |     |              | Dec-96 |          |  | Tampa, FL             |       |  |              | 1973      |  |                  |                   | 357           |  |              |               | 1,600  |             |  |  | 6,870         |  |  |              | 10,359 |             |       |  | 1,600       |              |  |  | 17,230       |  |  |              | 18,830  |  |  |  | (4,848  | ) |  |  | 13,982  |  |  |  | 7,798  | 
|Carriage Hill               |  |          | Garden    |     |              | Jul-00 |          |  | East Lansing, MI      |       |  |              | 1972      |  |                  |                   | 143           |  |              |               | 836    |             |  |  | 8,888         |  |  |              | 1,020  |             |       |  | 836         |              |  |  | 9,908        |  |  |              | 10,744  |  |  |  | (3,238  | ) |  |  | 7,507   |  |  |  | 4,875  | 
|Carriage House              |  |          | Garden    |     |              | Oct-99 |          |  | Gastonia, NC          |       |  |              | 1971      |  |                  |                   | 102           |  |              |               | 426    |             |  |  | 3,426         |  |  |              | 723    |             |       |  | 426         |              |  |  | 4,148        |  |  |              | 4,574   |  |  |  | (1,665  | ) |  |  | 2,909   |  |  |  | 1,810  | 
|Casa de Las Hermanitas      |  |          | Garden    |     |              | Mar-02 |          |  | Los Angeles, CA       |       |  |              | 1982      |  |                  |                   | 88            |  |              |               | 1,815  |             |  |  | 4,143         |  |  |              | 63     |             |       |  | 1,815       |              |  |  | 4,207        |  |  |              | 6,022   |  |  |  | (513    | ) |  |  | 5,509   |  |  |  | 2,187  | 
|Castle Court                |  |          | High Rise |     |              | May-04 |          |  | Bristol, MA           |       |  |              | 1974      |  |                  |                   | 240           |  |              |               | 14,226 |             |  |  | 8,756         |  |  |              | 457    |             |       |  | 14,226      |              |  |  | 9,212        |  |  |              | 23,438  |  |  |  | (191    | ) |  |  | 23,246  |  |  |  | 11,435 | 
|Castle Park                 |  |          | Mid Rise  |     |              | Mar-02 |          |  | St. Louis, MO         |       |  |              | 1983      |  |                  |                   | 209           |  |              |               | 1,710  |             |  |  | 6,896         |  |  |              | 898    |             |       |  | 1,710       |              |  |  | 7,794        |  |  |              | 9,504   |  |  |  | (968    | ) |  |  | 8,536   |  |  |  | 9,056  | 

F-44



---



##### Table of Contents



|                               |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |       |             |       |  |             |              |  |  |              |  |  |              |        |  |  |  |         |   |  |  |        |  |  |  |        | 
|------------------------------ |  | -------- | --------- | --- | ------------ | ------ | -------- |  | --------------------- | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ----- | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------ |  |  |  | ------- | - |  |  | ------ |  |  |  | ------ | 
|                               |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                               |  |          |           |     |              |        |          |  |                       |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                               |  |          |           |     |              |        |          |  |                       |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                               |  |          |           | (1) |              |        |          |  |                       |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                               |  | Property |           |     | Date         |        |          |  | Year                  |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |       | Accumulated |       |  | Accumulated |              |  | 
|Property Name                  |  | Type     |           |     | Consolidated |        | Location |  |                       | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |       |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |       
|                               |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |       |             |       |  |             |              |  |  |              |  |  |              |       
|Castlewood                     |  |          | Garden    |     |              | Mar-02 |          |  | Davenport, IA         |       |  |              | 1980     |  |                  |                   | 96            |  |              |               | 585    |             |  |  | 2,351         |  |  |              | 672   |             |       |  | 585         |              |  |  | 3,023        |  |  |              | 3,608  |  |  |  | (306    | ) |  |  | 3,302  |  |  |  | 3,574  | 
|Cedar Brooke Apartments        |  |          | Garden    |     |              | Apr-00 |          |  | Independence, MO      |       |  |              | 1971     |  |                  |                   | 158           |  |              |               | 1,012  |             |  |  | 4,810         |  |  |              | 615   |             |       |  | 1,012       |              |  |  | 5,426        |  |  |              | 6,438  |  |  |  | (3,178  | ) |  |  | 3,260  |  |  |  | 5,410  | 
|Cedar Rim                      |  |          | Garden    |     |              | Apr-00 |          |  | New Castle, WA        |       |  |              | 1980     |  |                  |                   | 104           |  |              |               | 790    |             |  |  | 5,592         |  |  |              | 717   |             |       |  | 790         |              |  |  | 6,310        |  |  |              | 7,100  |  |  |  | (2,495  | ) |  |  | 4,606  |  |  |  | 4,591  | 
|Centennial                     |  |          | Garden    |     |              | Mar-02 |          |  | Fort Wayne, IN        |       |  |              | 1983     |  |                  |                   | 88            |  |              |               | 550    |             |  |  | 2,207         |  |  |              | 319   |             |       |  | 550         |              |  |  | 2,526        |  |  |              | 3,076  |  |  |  | (316    | ) |  |  | 2,760  |  |  |  | 2,989  | 
|Center City                    |  |          | Mid Rise  |     |              | Mar-02 |          |  | Hazelton, PA          |       |  |              | 1981     |  |                  |                   | 176           |  |              |               | 925    |             |  |  | 3,724         |  |  |              | 478   |             |       |  | 925         |              |  |  | 4,202        |  |  |              | 5,127  |  |  |  | (933    | ) |  |  | 4,194  |  |  |  | 3,972  | 
|Center Square                  |  |          | High Rise |     |              | Oct-99 |          |  | Doylestown, PA        |       |  |              | 1975     |  |                  |                   | 350           |  |              |               | 582    |             |  |  | 4,190         |  |  |              | 1,954 |             |       |  | 582         |              |  |  | 6,144        |  |  |              | 6,726  |  |  |  | (1,463  | ) |  |  | 5,263  |  |  |  | 9,376  | 
|Charleston Landing             |  |          | Garden    |     |              | Sep-00 |          |  | Brandon, FL           |       |  |              | 1985     |  |                  |                   | 300           |  |              |               | 7,606  |             |  |  | 8,656         |  |  |              | 1,237 |             |       |  | 7,606       |              |  |  | 9,894        |  |  |              | 17,499 |  |  |  | (938    | ) |  |  | 16,562 |  |  |  | 10,750 | 
|Chatham Harbor                 |  |          | Garden    |     |              | Oct-99 |          |  | Altamonte Springs, FL |       |  |              | 1985     |  |                  |                   | 324           |  |              |               | 2,288  |             |  |  | 13,068        |  |  |              | 1,160 |             |       |  | 2,288       |              |  |  | 14,228       |  |  |              | 16,516 |  |  |  | (2,668  | ) |  |  | 13,849 |  |  |  | 8,663  | 
|Chelsea Ridge Apartments       |  |          | Garden    |     |              | Apr-01 |          |  | Wappingers Falls, NY  |       |  |              | 1966     |  |                  |                   | 835           |  |              |               | 10,403 |             |  |  | 33,000        |  |  |              | 4,203 |             |       |  | 10,403      |              |  |  | 37,203       |  |  |              | 47,606 |  |  |  | (10,198 | ) |  |  | 37,408 |  |  |  | 34,851 | 
|Cherry Ridge Terrace           |  |          | Garden    |     |              | Mar-02 |          |  | Northern Cambria, PA  |       |  |              | 1983     |  |                  |                   | 62            |  |              |               | 372    |             |  |  | 1,490         |  |  |              | 150   |             |       |  | 372         |              |  |  | 1,640        |  |  |              | 2,012  |  |  |  | (257    | ) |  |  | 1,755  |  |  |  | 1,436  | 
|Chesapeake (Lost Mill)         |  |          | Garden    |     |              | Sep-04 |          |  | Austin, TX            |       |  |              | 1984     |  |                  |                   | 124           |  |              |               | 438    |             |  |  | 3,512         |  |  |              | 63    |             |       |  | 438         |              |  |  | 3,575        |  |  |              | 4,013  |  |  |  | (748    | ) |  |  | 3,265  |  |  |  | 1,135  | 
|Chesapeake Apartments          |  |          | Garden    |     |              | Jan-96 |          |  | Houston, TX           |       |  |              | 1983     |  |                  |                   | 320           |  |              |               | 775    |             |  |  | 7,317         |  |  |              | 1,943 |             |       |  | 775         |              |  |  | 9,260        |  |  |              | 10,035 |  |  |  | (2,727  | ) |  |  | 7,308  |  |  |  | 6,093  | 
|Chesapeake Landing I           |  |          | Garden    |     |              | Sep-00 |          |  | Aurora, IL            |       |  |              | 1986     |  |                  |                   | 416           |  |              |               | 16,065 |             |  |  | 16,860        |  |  |              | 1,553 |             |       |  | 16,065      |              |  |  | 18,413       |  |  |              | 34,478 |  |  |  | (3,538  | ) |  |  | 30,939 |  |  |  | 24,949 | 
|Chesapeake Landing II          |  |          | Garden    |     |              | Mar-01 |          |  | Aurora, IL            |       |  |              | 1987     |  |                  |                   | 184           |  |              |               | 2,001  |             |  |  | 7,980         |  |  |              | 731   |             |       |  | 2,001       |              |  |  | 8,711        |  |  |              | 10,712 |  |  |  | (1,637  | ) |  |  | 9,075  |  |  |  | 6,642  | 
|Chestnut Hill (CT)             |  |          | Garden    |     |              | Oct-99 |          |  | Middletown, CT        |       |  |              | 1986     |  |                  |                   | 314           |  |              |               | 3,001  |             |  |  | 20,143        |  |  |              | 1,052 |             |       |  | 3,001       |              |  |  | 21,195       |  |  |              | 24,196 |  |  |  | (4,948  | ) |  |  | 19,247 |  |  |  | 16,070 | 
|Chestnut Hill (PA)             |  |          | Garden    |     |              | Apr-00 |          |  | Philadelphia, PA      |       |  |              | 1963     |  |                  |                   | 821           |  |              |               | 6,481  |             |  |  | 49,463        |  |  |              | 6,728 |             |       |  | 6,481       |              |  |  | 56,192       |  |  |              | 62,674 |  |  |  | (15,159 | ) |  |  | 47,515 |  |  |  | 24,291 | 
|Cheswick                       |  |          | Garden    |     |              | Jun-04 |          |  | Indianapolis, IN      |       |  |              | 1976     |  |                  |                   | 187           |  |              |               | 886    |             |  |  | 5,854         |  |  |              | 97    |             |       |  | 886         |              |  |  | 5,951        |  |  |              | 6,837  |  |  |  | (2,094  | ) |  |  | 4,743  |  |  |  | 2,915  | 
|Chidester Place                |  |          | High Rise |     |              | Mar-02 |          |  | Ypsilanti, MI         |       |  |              | 1979     |  |                  |                   | 151           |  |              |               | 960    |             |  |  | 3,814         |  |  |              | 331   |             |       |  | 960         |              |  |  | 4,145        |  |  |              | 5,105  |  |  |  | (435    | ) |  |  | 4,670  |  |  |  | 2,010  | 
|Chimney Top                    |  |          | Garden    |     |              | Oct-02 |          |  | Antioch, TN           |       |  |              | 1985     |  |                  |                   | 362           |  |              |               | 2,502  |             |  |  | 10,930        |  |  |              | 436   |             |       |  | 2,502       |              |  |  | 11,366       |  |  |              | 13,869 |  |  |  | (1,524  | ) |  |  | 12,345 |  |  |  | 8,320  | 
|Chimneys of Cradle Rock        |  |          | Garden    |     |              | Jun-04 |          |  | Columbia, MD          |       |  |              | 1979     |  |                  |                   | 198           |  |              |               | 1,838  |             |  |  | 7,516         |  |  |              | 185   |             |       |  | 1,838       |              |  |  | 7,701        |  |  |              | 9,539  |  |  |  | (2,359  | ) |  |  | 7,180  |  |  |  | 5,151  | 
|Chimneys of Oak Creek I        |  |          | Garden    |     |              | Oct-02 |          |  | Kettering, OH         |       |  |              | 1981     |  |                  |                   | 200           |  |              |               | 1,496  |             |  |  | 6,088         |  |  |              | 377   |             |       |  | 1,496       |              |  |  | 6,466        |  |  |              | 7,962  |  |  |  | (753    | ) |  |  | 7,210  |  |  |  | 5,300  | 
|Chimneys of Oak Creek II       |  |          | Garden    |     |              | Jun-04 |          |  | Kettering, OH         |       |  |              | 1984     |  |                  |                   | 188           |  |              |               | 908    |             |  |  | 7,106         |  |  |              | 466   |             |       |  | 908         |              |  |  | 7,571        |  |  |              | 8,480  |  |  |  | (2,172  | ) |  |  | 6,307  |  |  |  | 6,000  | 
|Citadel                        |  |          | Garden    |     |              | Jul-00 |          |  | El Paso, TX           |       |  |              | 1973     |  |                  |                   | 261           |  |              |               | 1,011  |             |  |  | 8,488         |  |  |              | 362   |             |       |  | 1,011       |              |  |  | 8,850        |  |  |              | 9,861  |  |  |  | (3,828  | ) |  |  | 6,033  |  |  |  | 5,527  | 
|Citadel Village                |  |          | Garden    |     |              | Jul-00 |          |  | Colorado Springs, CO  |       |  |              | 1974     |  |                  |                   | 122           |  |              |               | 897    |             |  |  | 6,789         |  |  |              | 623   |             |       |  | 897         |              |  |  | 7,412        |  |  |              | 8,309  |  |  |  | (2,475  | ) |  |  | 5,833  |  |  |  | 2,450  | 
|Citrus Grove                   |  |          | Garden    |     |              | Jun-98 |          |  | Redlands, CA          |       |  |              | 1985     |  |                  |                   | 198           |  |              |               | 1,117  |             |  |  | 6,642         |  |  |              | 1,340 |             |       |  | 1,117       |              |  |  | 7,982        |  |  |              | 9,100  |  |  |  | (2,101  | ) |  |  | 6,998  |  |  |  | 4,325  | 
|Citrus Sunset                  |  |          | Garden    |     |              | Jul-98 |          |  | Vista, CA             |       |  |              | 1985     |  |                  |                   | 97            |  |              |               | 663    |             |  |  | 3,992         |  |  |              | 769   |             |       |  | 663         |              |  |  | 4,762        |  |  |              | 5,425  |  |  |  | (1,225  | ) |  |  | 4,200  |  |  |  | 5,900  | 
|City Heights                   |  |          | High Rise |     |              | Mar-02 |          |  | Wilkes-Barre, PA      |       |  |              | 1978     |  |                  |                   | 151           |  |              |               | 755    |             |  |  | 3,044         |  |  |              | 178   |             |       |  | 755         |              |  |  | 3,223        |  |  |              | 3,978  |  |  |  | (388    | ) |  |  | 3,590  |  |  |  | 3,209  | 
|City Line                      |  |          | Garden    |     |              | Mar-02 |          |  | Hampton, VA           |       |  |              | 1976     |  |                  |                   | 200           |  |              |               | 500    |             |  |  | 2,014         |  |  |              | 234   |             |       |  | 500         |              |  |  | 2,248        |  |  |              | 2,748  |  |  |  | (199    | ) |  |  | 2,550  |  |  |  | 2,389  | 
|Coatesville Towers             |  |          | High Rise |     |              | Mar-02 |          |  | Coatesville, PA       |       |  |              | 1979     |  |                  |                   | 90            |  |              |               | 500    |             |  |  | 2,011         |  |  |              | 257   |             |       |  | 500         |              |  |  | 2,268        |  |  |              | 2,768  |  |  |  | (292    | ) |  |  | 2,475  |  |  |  | 2,261  | 
|Cold Harbor                    |  |          | Garden    |     |              | Dec-04 |          |  | Mechanicsville, VA    |       |  |              | 1977     |  |                  |                   | 156           |  |              |               | 339    |             |  |  | 5,695         |  |  |              | 300   |             |       |  | 339         |              |  |  | 5,995        |  |  |              | 6,334  |  |  |  | (2,522  | ) |  |  | 3,812  |  |  |  | 3,141  | 
|Colonial Crest                 |  |          | Garden    |     |              | Dec-99 |          |  | Bloomington, IN       |       |  |              | 1965     |  |                  |                   | 208           |  |              |               | 903    |             |  |  | 4,593         |  |  |              | 2,263 |             |       |  | 903         |              |  |  | 6,856        |  |  |              | 7,759  |  |  |  | (1,736  | ) |  |  | 6,023  |  |  |  | 1,479  | 
|Colonnade Gardens (Ferntree)   |  |          | Garden    |     |              | Oct-97 |          |  | Phoenix, AZ           |       |  |              | 1973     |  |                  |                   | 196           |  |              |               | 766    |             |  |  | 4,346         |  |  |              | 1,417 |             |       |  | 766         |              |  |  | 5,763        |  |  |              | 6,529  |  |  |  | (1,622  | ) |  |  | 4,907  |  |  |  | 2,292  | 
|Colony at El Conquistador, The |  |          | Garden    |     |              | Jun-98 |          |  | Bradenton, FL         |       |  |              | 1986     |  |                  |                   | 166           |  |              |               | 1,121  |             |  |  | 6,360         |  |  |              | 864   |             |       |  | 1,121       |              |  |  | 7,223        |  |  |              | 8,344  |  |  |  | (1,829  | ) |  |  | 6,516  |  |  |  | 2,920  | 
|Colony at Kenilworth           |  |          | Garden    |     |              | Oct-99 |          |  | Towson, MD            |       |  |              | 1966     |  |                  |                   | 383           |  |              |               | 2,336  |             |  |  | 19,722        |  |  |              | 3,783 |             |       |  | 2,336       |              |  |  | 23,504       |  |  |              | 25,840 |  |  |  | (10,546 | ) |  |  | 15,294 |  |  |  | 13,199 | 
|Colony of Springdale           |  |          | Garden    |     |              | Dec-03 |          |  | Springdale, OH        |       |  |              | 1969     |  |                  |                   | 261           |  |              |               | 1,894  |             |  |  | 9,908         |  |  |              | 1,927 |             |       |  | 1,894       |              |  |  | 11,835       |  |  |              | 13,729 |  |  |  | (4,757  | ) |  |  | 8,973  |  |  |  | 4,873  | 
|Columbus Avenue                |  |          | Mid-Rise  |     |              | Sep-03 |          |  | New York, NY          |       |  |              | 1880     |  |                  |                   | 70            |  |              |               | 34,148 |             |  |  | 10,825        |  |  |              | 835   |             |       |  | 34,148      |              |  |  | 11,660       |  |  |              | 45,808 |  |  |  | (877    | ) |  |  | 44,931 |  |  |  | 19,666 | 
|Coopers Point                 |  |          | Garden    |     |              | Oct-02 |          |  | North Charleston, SC  |       |  |              | 1986     |  |                  |                   | 192           |  |              |               | 764    |             |  |  | 7,615         |  |  |              | 169   |             |       |  | 764         |              |  |  | 7,783        |  |  |              | 8,547  |  |  |  | (3,193  | ) |  |  | 5,355  |  |  |  | 3,799  | 
|Coopers Pond                  |  |          | Garden    |     |              | Jan-00 |          |  | Tampa, FL             |       |  |              | 1978     |  |                  |                   | 463           |  |              |               | 1,529  |             |  |  | 14,199        |  |  |              | 1,748 |             |       |  | 1,529       |              |  |  | 15,947       |  |  |              | 17,475 |  |  |  | (6,321  | ) |  |  | 11,154 |  |  |  | 9,998  | 
|Copper Chase Apartments        |  |          | Garden    |     |              | Dec-96 |          |  | Katy, TX              |       |  |              | 1982     |  |                  |                   | 316           |  |              |               | 1,742  |             |  |  | 7,010         |  |  |              | 2,698 |             |       |  | 1,742       |              |  |  | 9,707        |  |  |              | 11,449 |  |  |  | (3,500  | ) |  |  | 7,949  |  |  |  | 6,175  | 
|Copper Mill Apartments         |  |          | Garden    |     |              | Oct-02 |          |  | Richmond, VA          |       |  |              | 1987     |  |                  |                   | 192           |  |              |               | 1,077  |             |  |  | 9,064         |  |  |              | 168   |             |       |  | 1,077       |              |  |  | 9,232        |  |  |              | 10,309 |  |  |  | (3,507  | ) |  |  | 6,802  |  |  |  | 5,452  | 
|Copperfield Apartments I & II  |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX           |       |  |              | 1983     |  |                  |                   | 196           |  |              |               | 940    |             |  |  | 7,900         |  |  |              | 1,267 |             |       |  | 940         |              |  |  | 9,167        |  |  |              | 10,106 |  |  |  | (1,979  | ) |  |  | 8,128  |  |  |  | 4,163  | 
|Coral Garden Apartments        |  |          | Garden    |     |              | Jul-94 |          |  | Las Vegas, NV         |       |  |              | 1983     |  |                  |                   | 670           |  |              |               | 3,190  |             |  |  | 12,589        |  |  |              | 5,607 |             |       |  | 3,190       |              |  |  | 18,197       |  |  |              | 21,387 |  |  |  | (8,794  | ) |  |  | 12,593 |  |  |  | 10,361 | 
|Country Club Heights           |  |          | Garden    |     |              | Mar-04 |          |  | Quincy, IL            |       |  |              | 1976     |  |                  |                   | 200           |  |              |               | 676    |             |  |  | 5,715         |  |  |              | 4,257 |             |       |  | 676         |              |  |  | 9,972        |  |  |              | 10,647 |  |  |  | (434    | ) |  |  | 10,213 |  |  |  | 8,577  | 
|Country Club Villas            |  |          | Garden    |     |              | Jul-94 |          |  | Amarillo, TX          |       |  |              | 1984     |  |                  |                   | 282           |  |              |               | 1,049  |             |  |  | 5,691         |  |  |              | 2,475 |             |       |  | 1,049       |              |  |  | 8,165        |  |  |              | 9,214  |  |  |  | (3,136  | ) |  |  | 6,078  |  |  |  | 4,590  | 
|Country Club West              |  |          | Garden    |     |              | May-98 |          |  | Greeley, CO           |       |  |              | 1986     |  |                  |                   | 288           |  |              |               | 2,848  |             |  |  | 16,160        |  |  |              | 1,206 |             |       |  | 2,848       |              |  |  | 17,366       |  |  |              | 20,214 |  |  |  | (5,197  | ) |  |  | 15,016 |  |  |  | 10,572 | 
|Country Lakes I                |  |          | Garden    |     |              | Apr-01 |          |  | Naperville, IL        |       |  |              | 1982     |  |                  |                   | 240           |  |              |               | 8,512  |             |  |  | 10,832        |  |  |              | 1,420 |             |       |  | 8,512       |              |  |  | 12,252       |  |  |              | 20,764 |  |  |  | (2,283  | ) |  |  | 18,482 |  |  |  | 10,934 | 
|Country Lakes II               |  |          | Garden    |     |              | May-97 |          |  | Naperville, IL        |       |  |              | 1986     |  |                  |                   | 400           |  |              |               | 5,166  |             |  |  | 29,430        |  |  |              | 2,495 |             |       |  | 5,166       |              |  |  | 31,925       |  |  |              | 37,091 |  |  |  | (8,154  | ) |  |  | 28,937 |  |  |  | 13,168 | 
|Courtney Park                  |  |          | Garden    |     |              | May-98 |          |  | Fort Collins, CO      |       |  |              | 1986     |  |                  |                   | 248           |  |              |               | 2,727  |             |  |  | 15,459        |  |  |              | 880   |             |       |  | 2,727       |              |  |  | 16,339       |  |  |              | 19,066 |  |  |  | (4,749  | ) |  |  | 14,318 |  |  |  | 9,375  | 
|Coventry Square Apartments     |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX           |       |  |              | 1983     |  |                  |                   | 270           |  |              |               | 700    |             |  |  | 5,072         |  |  |              | 2,761 |             |       |  | 700         |              |  |  | 7,833        |  |  |              | 8,533  |  |  |  | (2,096  | ) |  |  | 6,437  |  |  |  | 4,342  | 

F-45



---



##### Table of Contents



|                                   |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |         |             |       |  |             |              |  |  |              |  |  |              |         |  |  |  |         |   |  |  |         |  |  |  |         | 
|---------------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | --------------------- | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ------- | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------- |  |  |  | ------- | - |  |  | ------- |  |  |  | ------- | 
|                                   |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                                   |  |          |           |     |              |        |          |  |                       |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                                   |  |          |           |     |              |        |          |  |                       |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                                   |  |          |           | (1) |              |        |          |  |                       |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                                   |  | Property |           |     | Date         |        |          |  | Year                  |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |         | Accumulated |       |  | Accumulated |              |  | 
|Property Name                      |  | Type     |           |     | Consolidated |        | Location |  |                       | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |         |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |        
|                                   |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |         |             |       |  |             |              |  |  |              |  |  |              |        
|Creekside                          |  |          | Garden    |     |              | Jan-00 |          |  | Denver, CO            |       |  |              | 1974     |  |                  |                   | 328           |  |              |               | 1,754  |             |  |  | 13,865        |  |  |              | 749     |             |       |  | 1,754       |              |  |  | 14,615       |  |  |              | 16,368  |  |  |  | (5,261  | ) |  |  | 11,107  |  |  |  | 5,952   | 
|Creekside (CA)                     |  |          | Garden    |     |              | Mar-02 |          |  | Simi Valley, CA       |       |  |              | 1985     |  |                  |                   | 397           |  |              |               | 24,595 |             |  |  | 18,818        |  |  |              | 2,254   |             |       |  | 24,595      |              |  |  | 21,072       |  |  |              | 45,667  |  |  |  | (2,826  | ) |  |  | 42,841  |  |  |  | 19,070  | 
|Creekside Gardens                  |  |          | Garden    |     |              | Mar-02 |          |  | Loveland, CO          |       |  |              | 1983     |  |                  |                   | 50            |  |              |               | 350    |             |  |  | 1,401         |  |  |              | 80      |             |       |  | 350         |              |  |  | 1,481        |  |  |              | 1,831   |  |  |  | (195    | ) |  |  | 1,636   |  |  |  | 1,840   | 
|Creekview                          |  |          | Garden    |     |              | Mar-02 |          |  | Stroudsburg, PA       |       |  |              | 1982     |  |                  |                   | 80            |  |              |               | 400    |             |  |  | 1,610         |  |  |              | 187     |             |       |  | 400         |              |  |  | 1,797        |  |  |              | 2,197   |  |  |  | (204    | ) |  |  | 1,993   |  |  |  | 1,766   | 
|Crescent Gardens                   |  |          | Mid Rise  |     |              | Mar-02 |          |  | West Hollywood, CA    |       |  |              | 1982     |  |                  |                   | 130           |  |              |               | 15,382 |             |  |  | 10,215        |  |  |              | 799     |             |       |  | 15,382      |              |  |  | 11,014       |  |  |              | 26,396  |  |  |  | (1,362  | ) |  |  | 25,034  |  |  |  | 10,700  | 
|Crockett Manor                     |  |          | Garden    |     |              | Mar-04 |          |  | Trenton, TN           |       |  |              | 1982     |  |                  |                   | 38            |  |              |               | 42     |             |  |  | 1,394         |  |  |              | 4       |             |       |  | 42          |              |  |  | 1,398        |  |  |              | 1,440   |  |  |  | (46     | ) |  |  | 1,393   |  |  |  | 980     | 
|Crossings Of Bellevue              |  |          | Garden    |     |              | May-98 |          |  | Nashville, TN         |       |  |              | 1985     |  |                  |                   | 300           |  |              |               | 2,588  |             |  |  | 14,954        |  |  |              | 2,007   |             |       |  | 2,588       |              |  |  | 16,961       |  |  |              | 19,549  |  |  |  | (5,443  | ) |  |  | 14,106  |  |  |  | 7,235   | 
|Crossroads                         |  |          | Garden    |     |              | May-98 |          |  | Phoenix, AZ           |       |  |              | 1982     |  |                  |                   | 316           |  |              |               | 2,180  |             |  |  | 12,661        |  |  |              | 1,440   |             |       |  | 2,180       |              |  |  | 14,101       |  |  |              | 16,281  |  |  |  | (4,137  | ) |  |  | 12,144  |  |  |  | 5,895   | 
|Crows Nest Condominiums            |  |          | Garden    |     |              | Nov-96 |          |  | League City, TX       |       |  |              | 1984     |  |                  |                   | 176           |  |              |               | 939    |             |  |  | 5,831         |  |  |              | 1,209   |             |       |  | 939         |              |  |  | 7,041        |  |  |              | 7,980   |  |  |  | (1,639  | ) |  |  | 6,340   |  |  |  | 2,329   | 
|Cypress Landing                    |  |          | Garden    |     |              | Dec-96 |          |  | Savannah, GA          |       |  |              | 1984     |  |                  |                   | 200           |  |              |               | 1,083  |             |  |  | 5,696         |  |  |              | 1,731   |             |       |  | 1,083       |              |  |  | 7,427        |  |  |              | 8,510   |  |  |  | (2,286  | ) |  |  | 6,224   |  |  |  | 4,793   | 
|Daugette Tower                     |  |          | High Rise |     |              | Mar-02 |          |  | Gadsden, AL           |       |  |              | 1979     |  |                  |                   | 101           |  |              |               | 540    |             |  |  | 2,178         |  |  |              | 897     |             |       |  | 540         |              |  |  | 3,075        |  |  |              | 3,615   |  |  |  | (311    | ) |  |  | 3,304   |  |  |  | 1,101   | 
|Deer Creek                         |  |          | Garden    |     |              | Apr-00 |          |  | Plainsboro, NJ        |       |  |              | 1975     |  |                  |                   | 288           |  |              |               | 2,091  |             |  |  | 16,981        |  |  |              | 1,832   |             |       |  | 2,091       |              |  |  | 18,813       |  |  |              | 20,904  |  |  |  | (6,139  | ) |  |  | 14,764  |  |  |  | 12,585  | 
|Deercross                          |  |          | Garden    |     |              | Oct-02 |          |  | Blue Ash, OH          |       |  |              | 1985     |  |                  |                   | 336           |  |              |               | 4,634  |             |  |  | 13,916        |  |  |              | 291     |             |       |  | 4,634       |              |  |  | 14,207       |  |  |              | 18,842  |  |  |  | (4,591  | ) |  |  | 14,251  |  |  |  | 11,444  | 
|Deercross (IN)                     |  |          | Garden    |     |              | Oct-00 |          |  | Indianapolis, IN      |       |  |              | 1979     |  |                  |                   | 372           |  |              |               | 3,225  |             |  |  | 10,400        |  |  |              | 1,416   |             |       |  | 3,225       |              |  |  | 11,816       |  |  |              | 15,041  |  |  |  | (2,491  | ) |  |  | 12,550  |  |  |  | 8,491   | 
|Deerfield Apartments               |  |          | Garden    |     |              | Apr-01 |          |  | Jacksonville, FL      |       |  |              | 1989     |  |                  |                   | 256           |  |              |               | 3,476  |             |  |  | 6,690         |  |  |              | 1,183   |             |       |  | 3,476       |              |  |  | 7,873        |  |  |              | 11,349  |  |  |  | (1,315  | ) |  |  | 10,033  |  |  |  | 7,509   | 
|Delhaven Manor                     |  |          | Mid Rise  |     |              | Mar-02 |          |  | Jackson, MS           |       |  |              | 1983     |  |                  |                   | 104           |  |              |               | 575    |             |  |  | 2,304         |  |  |              | 447     |             |       |  | 575         |              |  |  | 2,752        |  |  |              | 3,327   |  |  |  | (292    | ) |  |  | 3,034   |  |  |  | 3,810   | 
|Denny Place                        |  |          | Garden    |     |              | Mar-02 |          |  | North Hollywood, CA   |       |  |              | 1984     |  |                  |                   | 17            |  |              |               | 394    |             |  |  | 1,579         |  |  |              | 27      |             |       |  | 394         |              |  |  | 1,606        |  |  |              | 2,000   |  |  |  | (159    | ) |  |  | 1,840   |  |  |  | 1,162   | 
|Doral Oaks                         |  |          | Garden    |     |              | Dec-97 |          |  | Temple Terrace, FL    |       |  |              | 1967     |  |                  |                   | 252           |  |              |               | 2,095  |             |  |  | 3,943         |  |  |              | 10,632  |             |       |  | 2,095       |              |  |  | 14,575       |  |  |              | 16,670  |  |  |  | (3,444  | ) |  |  | 13,226  |  |  |  | 5,306   | 
|Douglaston Villas and Townhomes    |  |          | Garden    |     |              | Aug-99 |          |  | Altamonte Springs, FL |       |  |              | 1979     |  |                  |                   | 234           |  |              |               | 1,666  |             |  |  | 9,353         |  |  |              | 1,835   |             |       |  | 1,666       |              |  |  | 11,188       |  |  |              | 12,854  |  |  |  | (3,017  | ) |  |  | 9,837   |  |  |  | 6,466   | 
|Dunes Apartment Homes, The         |  |          | Garden    |     |              | Oct-99 |          |  | Indian Harbor, FL     |       |  |              | 1963     |  |                  |                   | 200           |  |              |               | 1,099  |             |  |  | 6,120         |  |  |              | 989     |             |       |  | 1,099       |              |  |  | 7,108        |  |  |              | 8,207   |  |  |  | (3,243  | ) |  |  | 4,964   |  |  |  | 3,743   | 
|Dunwoody Park                      |  |          | Garden    |     |              | Jul-94 |          |  | Dunwoody, GA          |       |  |              | 1980     |  |                  |                   | 318           |  |              |               | 1,838  |             |  |  | 10,513        |  |  |              | 3,370   |             |       |  | 1,838       |              |  |  | 13,883       |  |  |              | 15,721  |  |  |  | (5,200  | ) |  |  | 10,522  |  |  |  | 9,719   | 
|Eagles Nest                       |  |          | Garden    |     |              | May-98 |          |  | San Antonio, TX       |       |  |              | 1973     |  |                  |                   | 226           |  |              |               | 1,053  |             |  |  | 5,981         |  |  |              | 812     |             |       |  | 1,053       |              |  |  | 6,793        |  |  |              | 7,846   |  |  |  | (2,407  | ) |  |  | 5,440   |  |  |  | 4,010   | 
|East Central Towers                |  |          | Mid Rise  |     |              | Mar-02 |          |  | Fort Wayne, IN        |       |  |              | 1980     |  |                  |                   | 167           |  |              |               | 800    |             |  |  | 3,203         |  |  |              | 112     |             |       |  | 800         |              |  |  | 3,315        |  |  |              | 4,115   |  |  |  | (395    | ) |  |  | 3,720   |  |  |  | 3,383   | 
|East Farm Village                  |  |          | High Rise |     |              | Mar-02 |          |  | East Haven, CT        |       |  |              | 1981     |  |                  |                   | 240           |  |              |               | 2,800  |             |  |  | 11,188        |  |  |              | 601     |             |       |  | 2,800       |              |  |  | 11,789       |  |  |              | 14,589  |  |  |  | (1,250  | ) |  |  | 13,338  |  |  |  | 8,879   | 
|Easton Village Condominiums I & II |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX           |       |  |              | 1983     |  |                  |                   | 146           |  |              |               | 1,071  |             |  |  | 9,790         |  |  |              | 989     |             |       |  | 1,071       |              |  |  | 10,779       |  |  |              | 11,850  |  |  |  | (3,091  | ) |  |  | 8,759   |  |  |  | 3,477   | 
|Echo Valley                        |  |          | Mid Rise  |     |              | Mar-02 |          |  | West Warwick, RI      |       |  |              | 1978     |  |                  |                   | 100           |  |              |               | 550    |             |  |  | 2,294         |  |  |              | 657     |             |       |  | 550         |              |  |  | 2,950        |  |  |              | 3,500   |  |  |  | (352    | ) |  |  | 3,148   |  |  |  |        | 
|Edgewater                          |  |          | High Rise |     |              | Mar-02 |          |  | Springfield, MA       |       |  |              | 1974     |  |                  |                   | 366           |  |              |               | 1,500  |             |  |  | 6,241         |  |  |              | 1,313   |             |       |  | 1,500       |              |  |  | 7,554        |  |  |              | 9,054   |  |  |  | (931    | ) |  |  | 8,123   |  |  |  | 6,083   | 
|Elm Creek                          |  |          | Mid Rise  |     |              | Dec-97 |          |  | Elmhurst, IL          |       |  |              | 1986     |  |                  |                   | 372           |  |              |               | 5,533  |             |  |  | 30,830        |  |  |              | 3,046   |             |       |  | 5,533       |              |  |  | 33,876       |  |  |              | 39,409  |  |  |  | (7,323  | ) |  |  | 32,086  |  |  |  | 19,895  | 
|Essex Park                         |  |          | Garden    |     |              | Oct-99 |          |  | Columbia, SC          |       |  |              | 1971     |  |                  |                   | 323           |  |              |               | 1,126  |             |  |  | 9,686         |  |  |              | 1,369   |             |       |  | 1,126       |              |  |  | 11,055       |  |  |              | 12,181  |  |  |  | (4,488  | ) |  |  | 7,693   |  |  |  | 6,314   | 
|Evanston Place                     |  |          | High Rise |     |              | Dec-97 |          |  | Evanston, IL          |       |  |              | 1988     |  |                  |                   | 189           |  |              |               | 3,232  |             |  |  | 25,546        |  |  |              | 1,258   |             |       |  | 3,232       |              |  |  | 26,804       |  |  |              | 30,036  |  |  |  | (5,691  | ) |  |  | 24,345  |  |  |  | 15,996  | 
|Fairlane East                      |  |          | Garden    |     |              | Jan-01 |          |  | Dearborn, MI          |       |  |              | 1973     |  |                  |                   | 244           |  |              |               | 6,642  |             |  |  | 13,807        |  |  |              | 1,616   |             |       |  | 6,642       |              |  |  | 15,423       |  |  |              | 22,064  |  |  |  | (3,078  | ) |  |  | 18,987  |  |  |  | 10,913  | 
|Fairway                            |  |          | Garden    |     |              | Jan-00 |          |  | Plano, TX             |       |  |              | 1978     |  |                  |                   | 256           |  |              |               | 3,087  |             |  |  | 5,214         |  |  |              | 679     |             |       |  | 3,087       |              |  |  | 5,893        |  |  |              | 8,980   |  |  |  | (2,908  | ) |  |  | 6,073   |  |  |  | 5,913   | 
|Fairway View I                     |  |          | Garden    |     |              | Oct-99 |          |  | Baton Rouge, LA       |       |  |              | 1972     |  |                  |                   | 242           |  |              |               | 1,187  |             |  |  | 9,684         |  |  |              | 774     |             |       |  | 1,187       |              |  |  | 10,458       |  |  |              | 11,645  |  |  |  | (4,409  | ) |  |  | 7,236   |  |  |  | 4,802   | 
|Fairway View II                    |  |          | Garden    |     |              | Oct-99 |          |  | Baton Rouge, LA       |       |  |              | 1981     |  |                  |                   | 204           |  |              |               | 1,287  |             |  |  | 9,052         |  |  |              | 699     |             |       |  | 1,287       |              |  |  | 9,751        |  |  |              | 11,038  |  |  |  | (3,878  | ) |  |  | 7,160   |  |  |  | 5,015   | 
|Fairways                           |  |          | Garden    |     |              | Jul-94 |          |  | Chandler, AZ          |       |  |              | 1986     |  |                  |                   | 352           |  |              |               | 1,830  |             |  |  | 15,738        |  |  |              | 4,218   |             |       |  | 1,830       |              |  |  | 19,957       |  |  |              | 21,787  |  |  |  | (7,243  | ) |  |  | 14,544  |  |  |  | 8,622   | 
|Falls of Bells Ferry, The          |  |          | Garden    |     |              | May-98 |          |  | Marietta, GA          |       |  |              | 1987     |  |                  |                   | 720           |  |              |               | 6,568  |             |  |  | 37,283        |  |  |              | 3,638   |             |       |  | 6,568       |              |  |  | 40,921       |  |  |              | 47,489  |  |  |  | (12,437 | ) |  |  | 35,052  |  |  |  | 22,450  | 
|Falls on Bull Creek, The           |  |          | Garden    |     |              | May-98 |          |  | Austin, TX            |       |  |              | 1986     |  |                  |                   | 344           |  |              |               | 2,645  |             |  |  | 15,011        |  |  |              | 9,037   |             |       |  | 2,645       |              |  |  | 24,048       |  |  |              | 26,693  |  |  |  | (6,241  | ) |  |  | 20,452  |  |  |  | 8,220   | 
|Farmingdale                        |  |          | Mid Rise  |     |              | Oct-00 |          |  | Darien, IL            |       |  |              | 1975     |  |                  |                   | 240           |  |              |               | 11,948 |             |  |  | 15,174        |  |  |              | 740     |             |       |  | 11,948      |              |  |  | 15,914       |  |  |              | 27,862  |  |  |  | (2,488  | ) |  |  | 25,374  |  |  |  | 13,748  | 
|Ferntree                           |  |          | Garden    |     |              | Mar-01 |          |  | Phoenix, AZ           |       |  |              | 1970     |  |                  |                   | 219           |  |              |               | 2,078  |             |  |  | 13,752        |  |  |              | 669     |             |       |  | 2,078       |              |  |  | 14,421       |  |  |              | 16,499  |  |  |  | (1,987  | ) |  |  | 14,512  |  |  |  | 4,515   | 
|Fieldcrest (FL)                    |  |          | Garden    |     |              | Oct-98 |          |  | Jacksonville, FL      |       |  |              | 1982     |  |                  |                   | 240           |  |              |               | 1,332  |             |  |  | 7,617         |  |  |              | 1,342   |             |       |  | 1,332       |              |  |  | 8,959        |  |  |              | 10,291  |  |  |  | (2,458  | ) |  |  | 7,833   |  |  |  | 5,446   | 
|Fishermans Landing                |  |          | Garden    |     |              | Sep-98 |          |  | Temple Terrace, FL    |       |  |              | 1986     |  |                  |                   | 256           |  |              |               | 1,643  |             |  |  | 9,446         |  |  |              | 2,327   |             |       |  | 1,643       |              |  |  | 11,773       |  |  |              | 13,416  |  |  |  | (2,929  | ) |  |  | 10,487  |  |  |  | 4,713   | 
|Fishermans Landing                |  |          | Garden    |     |              | Dec-97 |          |  | Bradenton, FL         |       |  |              | 1984     |  |                  |                   | 200           |  |              |               | 1,276  |             |  |  | 7,170         |  |  |              | 1,324   |             |       |  | 1,276       |              |  |  | 8,495        |  |  |              | 9,771   |  |  |  | (2,461  | ) |  |  | 7,310   |  |  |  | 5,306   | 
|Fishermans Wharf Apartments       |  |          | Garden    |     |              | Nov-96 |          |  | Clute, TX             |       |  |              | 1981     |  |                  |                   | 360           |  |              |               | 1,257  |             |  |  | 7,584         |  |  |              | 2,824   |             |       |  | 1,257       |              |  |  | 10,408       |  |  |              | 11,665  |  |  |  | (2,941  | ) |  |  | 8,724   |  |  |  | 2,837   | 
|Flamingo South Beach               |  |          | High Rise |     |              | Sep-97 |          |  | Miami Beach, FL       |       |  |              | 1960     |  |                  |                   | 1,688         |  |              |               | 16,682 |             |  |  | 90,432        |  |  |              | 248,099 |             |       |  | 16,682      |              |  |  | 338,530      |  |  |              | 355,212 |  |  |  | (22,967 | ) |  |  | 332,245 |  |  |  | 80,586  | 
|Foothill Place                     |  |          | Garden    |     |              | Jul-00 |          |  | Salt Lake City, UT    |       |  |              | 1973     |  |                  |                   | 450           |  |              |               | 3,881  |             |  |  | 21,694        |  |  |              | 2,308   |             |       |  | 3,881       |              |  |  | 24,002       |  |  |              | 27,883  |  |  |  | (8,198  | ) |  |  | 19,685  |  |  |  | 10,100  | 
|Four Winds                         |  |          | Garden    |     |              | Oct-02 |          |  | Overland Park, KS     |       |  |              | 1986     |  |                  |                   | 350           |  |              |               | 1,797  |             |  |  | 16,653        |  |  |              | 1,012   |             |       |  | 1,797       |              |  |  | 17,665       |  |  |              | 19,462  |  |  |  | (6,829  | ) |  |  | 12,633  |  |  |  | 8,669   | 
|Fox Crest                          |  |          | Garden    |     |              | Jan-03 |          |  | Waukegan, IL          |       |  |              | 1974     |  |                  |                   | 245           |  |              |               | 2,136  |             |  |  | 12,319        |  |  |              | 144     |             |       |  | 2,136       |              |  |  | 12,463       |  |  |              | 14,599  |  |  |  | (794    | ) |  |  | 13,805  |  |  |  | 7,113   | 
|Fox Run                            |  |          | Garden    |     |              | Jan-00 |          |  | Plainsboro, NJ        |       |  |              | 1973     |  |                  |                   | 776           |  |              |               | 6,799  |             |  |  | 48,766        |  |  |              | 7,438   |             |       |  | 6,799       |              |  |  | 56,204       |  |  |              | 63,003  |  |  |  | (16,527 | ) |  |  | 46,476  |  |  |  | 32,248  | 
|Foxchase                           |  |          | Garden    |     |              | Dec-97 |          |  | Alexandria, VA        |       |  |              | 1947     |  |                  |                   | 2,113         |  |              |               | 15,420 |             |  |  | 96,062        |  |  |              | 13,770  |             |       |  | 15,420      |              |  |  | 109,832      |  |  |              | 125,252 |  |  |  | (32,019 | ) |  |  | 93,232  |  |  |  | 141,949 | 
|Foxfire                            |  |          | Garden    |     |              | Oct-99 |          |  | Doraville, GA         |       |  |              | 1971     |  |                  |                   | 266           |  |              |               | 1,397  |             |  |  | 10,287        |  |  |              | 1,544   |             |       |  | 1,397       |              |  |  | 11,831       |  |  |              | 13,228  |  |  |  | (4,134  | ) |  |  | 9,095   |  |  |  | 6,265   | 

F-46



---



##### Table of Contents



|                           |  |          |           |     |              |        |          |  |                     |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |        |  |  |  |        |   |  |  |        |  |  |  |        | 
|-------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | ------------------- | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ------ | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------ |  |  |  | ------ | - |  |  | ------ |  |  |  | ------ | 
|                           |  |          |           |     |              |        |          |  |                     |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                           |  |          |           |     |              |        |          |  |                     |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                           |  |          |           |     |              |        |          |  |                     |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                           |  |          |           | (1) |              |        |          |  |                     |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                           |  | Property |           |     | Date         |        |          |  | Year                |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |        | Accumulated |       |  | Accumulated |              |  | 
|Property Name              |  | Type     |           |     | Consolidated |        | Location |  |                     | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |        |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |       
|                           |  |          |           |     |              |        |          |  |                     |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |       
|Foxtree                    |  |          | Garden    |     |              | Oct-97 |          |  | Tempe, AZ           |       |  |              | 1976     |  |                  |                   | 487           |  |              |               | 2,458  |             |  |  | 13,927        |  |  |              | 4,229  |             |       |  | 2,458       |              |  |  | 18,156       |  |  |              | 20,614 |  |  |  | (5,504 | ) |  |  | 15,110 |  |  |  | 7,172  | 
|Frankford Place            |  |          | Garden    |     |              | Jul-94 |          |  | Carrollton, TX      |       |  |              | 1982     |  |                  |                   | 274           |  |              |               | 1,125  |             |  |  | 6,083         |  |  |              | 2,465  |             |       |  | 1,125       |              |  |  | 8,547        |  |  |              | 9,672  |  |  |  | (3,252 | ) |  |  | 6,420  |  |  |  | 5,033  | 
|Franklin Oaks              |  |          | Garden    |     |              | May-98 |          |  | Franklin, TN        |       |  |              | 1987     |  |                  |                   | 468           |  |              |               | 3,936  |             |  |  | 22,832        |  |  |              | 7,210  |             |       |  | 3,936       |              |  |  | 30,042       |  |  |              | 33,978 |  |  |  | (8,008 | ) |  |  | 25,971 |  |  |  | 15,005 | 
|Freedom Place Club         |  |          | Garden    |     |              | Oct-97 |          |  | Jacksonville, FL    |       |  |              | 1988     |  |                  |                   | 352           |  |              |               | 2,289  |             |  |  | 12,982        |  |  |              | 1,883  |             |       |  | 2,289       |              |  |  | 14,866       |  |  |              | 17,155 |  |  |  | (4,284 | ) |  |  | 12,870 |  |  |  | 5,622  | 
|Friendship Arms            |  |          | Mid Rise  |     |              | Mar-02 |          |  | Hyattsville, MD     |       |  |              | 1979     |  |                  |                   | 151           |  |              |               | 970    |             |  |  | 3,887         |  |  |              | 550    |             |       |  | 970         |              |  |  | 4,438        |  |  |              | 5,408  |  |  |  | (695   | ) |  |  | 4,713  |  |  |  | 5,678  | 
|Gary Manor                 |  |          | High Rise |     |              | Mar-02 |          |  | Gary, IN            |       |  |              | 1980     |  |                  |                   | 198           |  |              |               | 1,090  |             |  |  | 4,370         |  |  |              | 260    |             |       |  | 1,090       |              |  |  | 4,630        |  |  |              | 5,720  |  |  |  | (504   | ) |  |  | 5,216  |  |  |  | 5,336  | 
|Gates Manor                |  |          | Garden    |     |              | Mar-04 |          |  | Clinton, TN         |       |  |              | 1981     |  |                  |                   | 80            |  |              |               | 266    |             |  |  | 2,225         |  |  |              | 19     |             |       |  | 266         |              |  |  | 2,244        |  |  |              | 2,510  |  |  |  | (585   | ) |  |  | 1,926  |  |  |  | 1,855  | 
|Gateway Village            |  |          | Garden    |     |              | Mar-04 |          |  | Hillsborough, NC    |       |  |              | 1980     |  |                  |                   | 64            |  |              |               | 436    |             |  |  | 1,666         |  |  |              | 76     |             |       |  | 436         |              |  |  | 1,742        |  |  |              | 2,178  |  |  |  | (328   | ) |  |  | 1,850  |  |  |  | 1,590  | 
|Georgetown (MA)            |  |          | Garden    |     |              | Aug-02 |          |  | Framingham, MA      |       |  |              | 1964     |  |                  |                   | 207           |  |              |               | 12,352 |             |  |  | 13,168        |  |  |              | 735    |             |       |  | 12,352      |              |  |  | 13,904       |  |  |              | 26,256 |  |  |  | (1,423 | ) |  |  | 24,833 |  |  |  | 15,755 | 
|Gholson Hotel              |  |          | Mid Rise  |     |              | Mar-02 |          |  | Ranger, TX          |       |  |              | 1984     |  |                  |                   | 50            |  |              |               | 325    |             |  |  | 1,334         |  |  |              | 46     |             |       |  | 325         |              |  |  | 1,380        |  |  |              | 1,705  |  |  |  | (169   | ) |  |  | 1,537  |  |  |  | 1,500  | 
|Gladys Hampton Houses      |  |          | High Rise |     |              | Oct-02 |          |  | New York, NY        |       |  |              | 1980     |  |                  |                   | 205           |  |              |               | 1,009  |             |  |  | 7,662         |  |  |              | 1,116  |             |       |  | 1,009       |              |  |  | 8,778        |  |  |              | 9,787  |  |  |  | (1,773 | ) |  |  | 8,013  |  |  |  | 7,598  | 
|Glen Hollow                |  |          | Garden    |     |              | Dec-99 |          |  | Charlotte, NC       |       |  |              | 1972     |  |                  |                   | 336           |  |              |               | 2,157  |             |  |  | 10,062        |  |  |              | 2,335  |             |       |  | 2,157       |              |  |  | 12,398       |  |  |              | 14,555 |  |  |  | (2,456 | ) |  |  | 12,099 |  |  |  | 6,661  | 
|Glenbridge Manors          |  |          | Garden    |     |              | Sep-03 |          |  | Cincinnati, OH      |       |  |              | 1978     |  |                  |                   | 290           |  |              |               | 1,059  |             |  |  | 17,925        |  |  |              | 11,479 |             |       |  | 1,059       |              |  |  | 29,404       |  |  |              | 30,463 |  |  |  | (1,647 | ) |  |  | 28,816 |  |  |  | 21,000 | 
|Governors Park (AR)       |  |          | Garden    |     |              | Apr-00 |          |  | Little Rock, AR     |       |  |              | 1985     |  |                  |                   | 154           |  |              |               | 755    |             |  |  | 5,950         |  |  |              | 336    |             |       |  | 755         |              |  |  | 6,286        |  |  |              | 7,041  |  |  |  | (2,354 | ) |  |  | 4,687  |  |  |  | 3,407  | 
|Governors Park (CO)       |  |          | Garden    |     |              | Jan-00 |          |  | Ft. Collins, CO     |       |  |              | 1982     |  |                  |                   | 188           |  |              |               | 1,119  |             |  |  | 9,110         |  |  |              | 645    |             |       |  | 1,119       |              |  |  | 9,754        |  |  |              | 10,873 |  |  |  | (3,222 | ) |  |  | 7,651  |  |  |  | 6,510  | 
|Granada                    |  |          | Mid Rise  |     |              | Aug-02 |          |  | Framingham, MA      |       |  |              | 1958     |  |                  |                   | 72            |  |              |               | 4,577  |             |  |  | 4,058         |  |  |              | 168    |             |       |  | 4,577       |              |  |  | 4,226        |  |  |              | 8,802  |  |  |  | (607   | ) |  |  | 8,195  |  |  |  | 5,268  | 
|Grand Pointe               |  |          | Garden    |     |              | Dec-99 |          |  | Columbia, MD        |       |  |              | 1974     |  |                  |                   | 325           |  |              |               | 2,715  |             |  |  | 16,771        |  |  |              | 2,037  |             |       |  | 2,715       |              |  |  | 18,808       |  |  |              | 21,523 |  |  |  | (3,615 | ) |  |  | 17,908 |  |  |  | 10,272 | 
|Greens (AZ)                |  |          | Garden    |     |              | Jul-94 |          |  | Chandler, AZ        |       |  |              | 2000     |  |                  |                   | 324           |  |              |               | 2,303  |             |  |  | 713           |  |  |              | 22,542 |             |       |  | 2,303       |              |  |  | 23,254       |  |  |              | 25,557 |  |  |  | (3,091 | ) |  |  | 22,466 |  |  |  | 15,939 | 
|Greenspoint Apartments     |  |          | Garden    |     |              | Jan-00 |          |  | Phoenix, AZ         |       |  |              | 1985     |  |                  |                   | 336           |  |              |               | 2,184  |             |  |  | 13,895        |  |  |              | 977    |             |       |  | 2,184       |              |  |  | 14,872       |  |  |              | 17,056 |  |  |  | (5,735 | ) |  |  | 11,321 |  |  |  | 8,039  | 
|Greentree                  |  |          | Garden    |     |              | Dec-96 |          |  | Carrollton, TX      |       |  |              | 1983     |  |                  |                   | 365           |  |              |               | 1,873  |             |  |  | 9,848         |  |  |              | 3,459  |             |       |  | 1,873       |              |  |  | 13,307       |  |  |              | 15,180 |  |  |  | (3,671 | ) |  |  | 11,510 |  |  |  | 8,959  | 
|Hamlin Estates             |  |          | Garden    |     |              | Mar-02 |          |  | North Hollywood, CA |       |  |              | 1983     |  |                  |                   | 30            |  |              |               | 1,010  |             |  |  | 1,691         |  |  |              | 37     |             |       |  | 1,010       |              |  |  | 1,728        |  |  |              | 2,738  |  |  |  | (205   | ) |  |  | 2,533  |  |  |  | 1,618  | 
|Hampton Greens             |  |          | Garden    |     |              | Oct-02 |          |  | Dallas, TX          |       |  |              | 1986     |  |                  |                   | 309           |  |              |               | 1,781  |             |  |  | 10,170        |  |  |              | 502    |             |       |  | 1,781       |              |  |  | 10,673       |  |  |              | 12,454 |  |  |  | (4,252 | ) |  |  | 8,202  |  |  |  | 5,184  | 
|Hampton Hill Apartments    |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX         |       |  |              | 1984     |  |                  |                   | 332           |  |              |               | 1,311  |             |  |  | 7,122         |  |  |              | 2,826  |             |       |  | 1,311       |              |  |  | 9,948        |  |  |              | 11,259 |  |  |  | (2,794 | ) |  |  | 8,466  |  |  |  | 5,529  | 
|Harbor Ridge II            |  |          | Garden    |     |              | Mar-04 |          |  | Maineville, OH      |       |  |              | 1985     |  |                  |                   | 24            |  |              |               | 263    |             |  |  | 1,279         |  |  |              | 70     |             |       |  | 263         |              |  |  | 1,349        |  |  |              | 1,612  |  |  |  | (198   | ) |  |  | 1,414  |  |  |  | 823    | 
|Harbor Ridge III           |  |          | Garden    |     |              | Mar-04 |          |  | Maineville, OH      |       |  |              | 1985     |  |                  |                   | 48            |  |              |               | 457    |             |  |  | 2,119         |  |  |              | 19     |             |       |  | 457         |              |  |  | 2,138        |  |  |              | 2,596  |  |  |  | (33    | ) |  |  | 2,563  |  |  |  | 1,598  | 
|Harbor Town at Jacaranda   |  |          | Garden    |     |              | Sep-00 |          |  | Plantation, FL      |       |  |              | 1988     |  |                  |                   | 280           |  |              |               | 9,930  |             |  |  | 10,643        |  |  |              | 2,145  |             |       |  | 9,930       |              |  |  | 12,788       |  |  |              | 22,717 |  |  |  | (2,401 | ) |  |  | 20,316 |  |  |  | 11,800 | 
|Harbour, The               |  |          | Garden    |     |              | Mar-01 |          |  | Melbourne, FL       |       |  |              | 1987     |  |                  |                   | 162           |  |              |               | 4,652  |             |  |  | 3,083         |  |  |              | 1,188  |             |       |  | 4,652       |              |  |  | 4,271        |  |  |              | 8,924  |  |  |  | (1,296 | ) |  |  | 7,628  |  |  |  |       | 
|Harris Park Apartments     |  |          | Garden    |     |              | Dec-97 |          |  | Rochester, NY       |       |  |              | 1968     |  |                  |                   | 114           |  |              |               | 475    |             |  |  | 2,786         |  |  |              | 850    |             |       |  | 475         |              |  |  | 3,635        |  |  |              | 4,110  |  |  |  | (1,073 | ) |  |  | 3,037  |  |  |  | 818    | 
|Hastings Place Apartments  |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX         |       |  |              | 1984     |  |                  |                   | 176           |  |              |               | 934    |             |  |  | 5,021         |  |  |              | 1,993  |             |       |  | 934         |              |  |  | 7,014        |  |  |              | 7,948  |  |  |  | (1,402 | ) |  |  | 6,546  |  |  |  | 3,892  | 
|Heather Ridge (AZ)         |  |          | Garden    |     |              | May-98 |          |  | Phoenix, AZ         |       |  |              | 1983     |  |                  |                   | 252           |  |              |               | 1,610  |             |  |  | 9,141         |  |  |              | 1,069  |             |       |  | 1,610       |              |  |  | 10,210       |  |  |              | 11,820 |  |  |  | (3,086 | ) |  |  | 8,734  |  |  |  | 4,995  | 
|Heather Ridge (TX)         |  |          | Garden    |     |              | Dec-00 |          |  | Arlington, TX       |       |  |              | 1982     |  |                  |                   | 180           |  |              |               | 784    |             |  |  | 4,900         |  |  |              | 455    |             |       |  | 784         |              |  |  | 5,355        |  |  |              | 6,139  |  |  |  | (1,774 | ) |  |  | 4,365  |  |  |  | 3,359  | 
|Hemet Estates              |  |          | Garden    |     |              | Mar-02 |          |  | Hemet, CA           |       |  |              | 1983     |  |                  |                   | 80            |  |              |               | 700    |             |  |  | 2,802         |  |  |              | 272    |             |       |  | 700         |              |  |  | 3,074        |  |  |              | 3,774  |  |  |  | (369   | ) |  |  | 3,405  |  |  |  | 1,955  | 
|Heritage Park at Alta Loma |  |          | Garden    |     |              | Jan-01 |          |  | Alta Loma, CA       |       |  |              | 1986     |  |                  |                   | 232           |  |              |               | 1,203  |             |  |  | 6,430         |  |  |              | 1,552  |             |       |  | 1,203       |              |  |  | 7,982        |  |  |              | 9,185  |  |  |  | (1,295 | ) |  |  | 7,890  |  |  |  | 7,264  | 
|Heritage Park Escondido    |  |          | Garden    |     |              | Oct-00 |          |  | Escondido, CA       |       |  |              | 1986     |  |                  |                   | 196           |  |              |               | 1,012  |             |  |  | 7,330         |  |  |              | 296    |             |       |  | 1,012       |              |  |  | 7,626        |  |  |              | 8,638  |  |  |  | (2,519 | ) |  |  | 6,118  |  |  |  | 7,299  | 
|Heritage Park Livermore    |  |          | Garden    |     |              | Oct-00 |          |  | Livermore, CA       |       |  |              | 1988     |  |                  |                   | 167           |  |              |               | 832    |             |  |  | 9,001         |  |  |              | 421    |             |       |  | 832         |              |  |  | 9,421        |  |  |              | 10,254 |  |  |  | (1,955 | ) |  |  | 8,299  |  |  |  | 7,432  | 
|Heritage Park Montclair    |  |          | Garden    |     |              | Mar-01 |          |  | Montclair, CA       |       |  |              | 1985     |  |                  |                   | 144           |  |              |               | 692    |             |  |  | 4,149         |  |  |              | 309    |             |       |  | 692         |              |  |  | 4,458        |  |  |              | 5,150  |  |  |  | (766   | ) |  |  | 4,384  |  |  |  | 4,620  | 
|Heritage Square            |  |          | Garden    |     |              | Mar-02 |          |  | Texas City, TX      |       |  |              | 1983     |  |                  |                   | 50            |  |              |               | 668    |             |  |  | 859           |  |  |              | 98     |             |       |  | 668         |              |  |  | 957          |  |  |              | 1,625  |  |  |  | (137   | ) |  |  | 1,488  |  |  |  | 1,578  | 
|Heritage Village Anaheim   |  |          | Garden    |     |              | Oct-00 |          |  | Anaheim, CA         |       |  |              | 1986     |  |                  |                   | 196           |  |              |               | 1,784  |             |  |  | 8,251         |  |  |              | 505    |             |       |  | 1,784       |              |  |  | 8,756        |  |  |              | 10,540 |  |  |  | (2,794 | ) |  |  | 7,747  |  |  |  | 8,858  | 
|Hibben Ferry I             |  |          | Garden    |     |              | Apr-00 |          |  | Mt. Pleasant, SC    |       |  |              | 1983     |  |                  |                   | 240           |  |              |               | 1,465  |             |  |  | 8,889         |  |  |              | 944    |             |       |  | 1,465       |              |  |  | 9,833        |  |  |              | 11,298 |  |  |  | (1,794 | ) |  |  | 9,504  |  |  |  | 5,985  | 
|Hickory Hill               |  |          | Garden    |     |              | Oct-02 |          |  | Frederick, MD       |       |  |              | 1981     |  |                  |                   | 162           |  |              |               | 756    |             |  |  | 5,724         |  |  |              | 270    |             |       |  | 756         |              |  |  | 5,994        |  |  |              | 6,750  |  |  |  | (1,171 | ) |  |  | 5,578  |  |  |  | 5,058  | 
|Hidden Cove (CA)           |  |          | Garden    |     |              | Jul-98 |          |  | Escondido, CA       |       |  |              | 1985     |  |                  |                   | 334           |  |              |               | 3,043  |             |  |  | 17,615        |  |  |              | 3,633  |             |       |  | 3,043       |              |  |  | 21,249       |  |  |              | 24,292 |  |  |  | (5,397 | ) |  |  | 18,894 |  |  |  | 17,797 | 
|Hidden Cove (MI)           |  |          | Garden    |     |              | Apr-00 |          |  | Belleville, MI      |       |  |              | 1976     |  |                  |                   | 120           |  |              |               | 463    |             |  |  | 5,334         |  |  |              | 522    |             |       |  | 463         |              |  |  | 5,857        |  |  |              | 6,320  |  |  |  | (2,895 | ) |  |  | 3,425  |  |  |  | 2,622  | 
|Hidden Harbour             |  |          | Garden    |     |              | Oct-02 |          |  | Melbourne, FL       |       |  |              | 1985     |  |                  |                   | 216           |  |              |               | 2,587  |             |  |  | 8,050         |  |  |              | 260    |             |       |  | 2,587       |              |  |  | 8,310        |  |  |              | 10,897 |  |  |  | (1,168 | ) |  |  | 9,729  |  |  |  | 7,142  | 
|Hidden Lake                |  |          | Garden    |     |              | May-98 |          |  | Tampa, FL           |       |  |              | 1983     |  |                  |                   | 267           |  |              |               | 1,361  |             |  |  | 7,765         |  |  |              | 1,229  |             |       |  | 1,361       |              |  |  | 8,994        |  |  |              | 10,355 |  |  |  | (2,621 | ) |  |  | 7,734  |  |  |  | 4,573  | 
|Hiddentree                 |  |          | Garden    |     |              | Oct-97 |          |  | East Lansing, MI    |       |  |              | 1966     |  |                  |                   | 261           |  |              |               | 1,470  |             |  |  | 8,340         |  |  |              | 2,057  |             |       |  | 1,470       |              |  |  | 10,396       |  |  |              | 11,866 |  |  |  | (3,180 | ) |  |  | 8,687  |  |  |  | 3,559  | 
|Highcrest Townhomes        |  |          | Town Home |     |              | Jan-03 |          |  | Woodridge, IL       |       |  |              | 1968     |  |                  |                   | 176           |  |              |               | 3,308  |             |  |  | 13,056        |  |  |              | 325    |             |       |  | 3,308       |              |  |  | 13,381       |  |  |              | 16,689 |  |  |  | (3,154 | ) |  |  | 13,535 |  |  |  | 6,213  | 
|Highland Park              |  |          | Garden    |     |              | Dec-96 |          |  | Fort Worth, TX      |       |  |              | 1985     |  |                  |                   | 500           |  |              |               | 6,247  |             |  |  | 9,246         |  |  |              | 4,048  |             |       |  | 6,247       |              |  |  | 13,295       |  |  |              | 19,542 |  |  |  | (4,446 | ) |  |  | 15,095 |  |  |  | 10,601 | 
|Highland Ridge             |  |          | Garden    |     |              | Sep-04 |          |  | Atlanta, GA         |       |  |              | 1984     |  |                  |                   | 219           |  |              |               | 1,361  |             |  |  | 6,806         |  |  |              | 963    |             |       |  | 1,361       |              |  |  | 7,769        |  |  |              | 9,130  |  |  |  | (1,806 | ) |  |  | 7,325  |  |  |  |       | 
|Highlawn Place             |  |          | High Rise |     |              | Mar-02 |          |  | Huntington, WV      |       |  |              | 1977     |  |                  |                   | 133           |  |              |               | 550    |             |  |  | 2,204         |  |  |              | 232    |             |       |  | 550         |              |  |  | 2,437        |  |  |              | 2,987  |  |  |  | (253   | ) |  |  | 2,734  |  |  |  | 2,267  | 

F-47



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##### Table of Contents



|                            |  |          |           |     |              |        |          |  |                      |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |         |  |  |  |         |   |  |  |         |  |  |  |        | 
|--------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | -------------------- | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ------ | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------- |  |  |  | ------- | - |  |  | ------- |  |  |  | ------ | 
|                            |  |          |           |     |              |        |          |  |                      |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                            |  |          |           |     |              |        |          |  |                      |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                            |  |          |           |     |              |        |          |  |                      |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                            |  |          |           | (1) |              |        |          |  |                      |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                            |  | Property |           |     | Date         |        |          |  | Year                 |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |        | Accumulated |       |  | Accumulated |              |  | 
|Property Name               |  | Type     |           |     | Consolidated |        | Location |  |                      | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |        |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |        
|                            |  |          |           |     |              |        |          |  |                      |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |        
|Hillcreste (CA)             |  |          | Garden    |     |              | Mar-02 |          |  | Los Angeles, CA      |       |  |              | 1989     |  |                  |                   | 315           |  |              |               | 33,322 |             |  |  | 47,216        |  |  |              | 2,063  |             |       |  | 33,322      |              |  |  | 49,279       |  |  |              | 82,602  |  |  |  | (4,199  | ) |  |  | 78,403  |  |  |  | 47,827 | 
|Hillmeade                   |  |          | Garden    |     |              | Nov-94 |          |  | Nashville, TN        |       |  |              | 1985     |  |                  |                   | 288           |  |              |               | 2,872  |             |  |  | 16,069        |  |  |              | 9,262  |             |       |  | 2,872       |              |  |  | 25,331       |  |  |              | 28,203  |  |  |  | (10,678 | ) |  |  | 17,525  |  |  |  | 8,948  | 
|Hills at the Arboretum, The |  |          | Garden    |     |              | Oct-97 |          |  | Austin, TX           |       |  |              | 1983     |  |                  |                   | 327           |  |              |               | 1,367  |             |  |  | 7,764         |  |  |              | 11,614 |             |       |  | 1,367       |              |  |  | 19,378       |  |  |              | 20,745  |  |  |  | (3,761  | ) |  |  | 16,984  |  |  |  | 14,566 | 
|Hollymead Square            |  |          | Garden    |     |              | Mar-00 |          |  | Charlottesville, VA  |       |  |              | 1978     |  |                  |                   | 100           |  |              |               | 404    |             |  |  | 3,063         |  |  |              | 436    |             |       |  | 404         |              |  |  | 3,499        |  |  |              | 3,903   |  |  |  | (1,902  | ) |  |  | 2,001   |  |  |  | 3,197  | 
|Hopkins Village             |  |          | Mid-Rise  |     |              | Sep-03 |          |  | Baltimore, MD        |       |  |              | 1979     |  |                  |                   | 165           |  |              |               | 870    |             |  |  | 4,207         |  |  |              | 536    |             |       |  | 870         |              |  |  | 4,743        |  |  |              | 5,613   |  |  |  | (2,241  | ) |  |  | 3,372   |  |  |  | 3,228  | 
|Hudson Gardens              |  |          | Garden    |     |              | Mar-02 |          |  | Pasadena, CA         |       |  |              | 1983     |  |                  |                   | 41            |  |              |               | 940    |             |  |  | 1,548         |  |  |              | 95     |             |       |  | 940         |              |  |  | 1,644        |  |  |              | 2,584   |  |  |  | (206    | ) |  |  | 2,377   |  |  |  | 1,048  | 
|Hunt Club (IN)              |  |          | Garden    |     |              | Oct-99 |          |  | Indianapolis, IN     |       |  |              | 1972     |  |                  |                   | 200           |  |              |               | 825    |             |  |  | 5,629         |  |  |              | 950    |             |       |  | 825         |              |  |  | 6,579        |  |  |              | 7,404   |  |  |  | (3,476  | ) |  |  | 3,928   |  |  |  | 3,501  | 
|Hunt Club (MD)              |  |          | Garden    |     |              | Sep-00 |          |  | Gaithersburg, MD     |       |  |              | 1986     |  |                  |                   | 336           |  |              |               | 18,141 |             |  |  | 13,149        |  |  |              | 1,595  |             |       |  | 18,141      |              |  |  | 14,744       |  |  |              | 32,885  |  |  |  | (3,165  | ) |  |  | 29,720  |  |  |  | 19,031 | 
|Hunt Club (NC)              |  |          | Garden    |     |              | Apr-02 |          |  | Winston-Salem, NC    |       |  |              | 1983     |  |                  |                   | 128           |  |              |               | 971    |             |  |  | 4,101         |  |  |              | 656    |             |       |  | 971         |              |  |  | 4,757        |  |  |              | 5,728   |  |  |  | (480    | ) |  |  | 5,247   |  |  |  | 3,546  | 
|Hunt Club (PA)              |  |          | Garden    |     |              | Sep-00 |          |  | North Wales, PA      |       |  |              | 1986     |  |                  |                   | 320           |  |              |               | 17,392 |             |  |  | 13,653        |  |  |              | 2,374  |             |       |  | 17,392      |              |  |  | 16,027       |  |  |              | 33,419  |  |  |  | (4,134  | ) |  |  | 29,285  |  |  |  | 21,500 | 
|Hunt Club (SC)              |  |          | Garden    |     |              | Sep-03 |          |  | Spartanburg, SC      |       |  |              | 1987     |  |                  |                   | 204           |  |              |               | 4,172  |             |  |  | 7,435         |  |  |              | 529    |             |       |  | 4,172       |              |  |  | 7,964        |  |  |              | 12,136  |  |  |  | (850    | ) |  |  | 11,286  |  |  |  | 5,385  | 
|Hunt Club (TX)              |  |          | Garden    |     |              | Mar-01 |          |  | Austin, TX           |       |  |              | 1987     |  |                  |                   | 384           |  |              |               | 10,505 |             |  |  | 11,920        |  |  |              | 1,002  |             |       |  | 10,505      |              |  |  | 12,922       |  |  |              | 23,428  |  |  |  | (2,767  | ) |  |  | 20,661  |  |  |  | 19,936 | 
|Hunt Club I                 |  |          | Garden    |     |              | Oct-00 |          |  | Ypsilanti, MI        |       |  |              | 1988     |  |                  |                   | 296           |  |              |               | 2,537  |             |  |  | 8,872         |  |  |              | 1,277  |             |       |  | 2,537       |              |  |  | 10,149       |  |  |              | 12,686  |  |  |  | (1,969  | ) |  |  | 10,716  |  |  |  | 9,953  | 
|Hunt Club II                |  |          | Garden    |     |              | Mar-01 |          |  | Ypsilanti, MI        |       |  |              | 1988     |  |                  |                   | 144           |  |              |               | 1,653  |             |  |  | 6,049         |  |  |              | 445    |             |       |  | 1,653       |              |  |  | 6,495        |  |  |              | 8,148   |  |  |  | (1,215  | ) |  |  | 6,932   |  |  |  | 5,313  | 
|Hunters Chase              |  |          | Garden    |     |              | Jan-01 |          |  | Midlothian, VA       |       |  |              | 1985     |  |                  |                   | 320           |  |              |               | 7,827  |             |  |  | 8,668         |  |  |              | 867    |             |       |  | 7,827       |              |  |  | 9,535        |  |  |              | 17,362  |  |  |  | (1,496  | ) |  |  | 15,865  |  |  |  | 10,376 | 
|Hunters Chase I (OH)       |  |          | Garden    |     |              | Jun-04 |          |  | Montgomery, OH       |       |  |              | 1985     |  |                  |                   | 292           |  |              |               | 1,606  |             |  |  | 10,816        |  |  |              | 601    |             |       |  | 1,606       |              |  |  | 11,418       |  |  |              | 13,024  |  |  |  | (3,836  | ) |  |  | 9,188   |  |  |  | 8,374  | 
|Hunters Creek              |  |          | Garden    |     |              | May-99 |          |  | Cincinnati, OH       |       |  |              | 1981     |  |                  |                   | 146           |  |              |               | 661    |             |  |  | 3,818         |  |  |              | 914    |             |       |  | 661         |              |  |  | 4,733        |  |  |              | 5,394   |  |  |  | (1,446  | ) |  |  | 3,948   |  |  |  | 2,812  | 
|Hunters Crossing (VA)      |  |          | Garden    |     |              | Apr-01 |          |  | Leesburg, VA         |       |  |              | 1967     |  |                  |                   | 164           |  |              |               | 2,244  |             |  |  | 7,763         |  |  |              | 922    |             |       |  | 2,244       |              |  |  | 8,685        |  |  |              | 10,929  |  |  |  | (2,135  | ) |  |  | 8,794   |  |  |  | 4,150  | 
|Hunters Glen                |  |          | Garden    |     |              | Apr-98 |          |  | Austell, GA          |       |  |              | 1983     |  |                  |                   | 72            |  |              |               | 300    |             |  |  | 1,731         |  |  |              | 411    |             |       |  | 300         |              |  |  | 2,142        |  |  |              | 2,443   |  |  |  | (595    | ) |  |  | 1,847   |  |  |  | 745    | 
|Hunters Glen IV             |  |          | Garden    |     |              | Oct-99 |          |  | Plainsboro, NJ       |       |  |              | 1976     |  |                  |                   | 264           |  |              |               | 2,175  |             |  |  | 14,947        |  |  |              | 2,141  |             |       |  | 2,175       |              |  |  | 17,088       |  |  |              | 19,263  |  |  |  | (6,359  | ) |  |  | 12,904  |  |  |  | 11,626 | 
|Hunters Glen V              |  |          | Garden    |     |              | Oct-99 |          |  | Plainsboro, NJ       |       |  |              | 1977     |  |                  |                   | 304           |  |              |               | 2,617  |             |  |  | 17,915        |  |  |              | 2,588  |             |       |  | 2,617       |              |  |  | 20,504       |  |  |              | 23,121  |  |  |  | (7,550  | ) |  |  | 15,571  |  |  |  | 13,284 | 
|Hunters Glen VI             |  |          | Garden    |     |              | Oct-99 |          |  | Plainsboro, NJ       |       |  |              | 1977     |  |                  |                   | 328           |  |              |               | 2,409  |             |  |  | 16,305        |  |  |              | 2,810  |             |       |  | 2,409       |              |  |  | 19,116       |  |  |              | 21,525  |  |  |  | (7,781  | ) |  |  | 13,744  |  |  |  | 13,826 | 
|Huntington Athletic Club    |  |          | Garden    |     |              | Oct-99 |          |  | Morrisville, NC      |       |  |              | 1986     |  |                  |                   | 212           |  |              |               | 1,655  |             |  |  | 11,293        |  |  |              | 1,478  |             |       |  | 1,655       |              |  |  | 12,771       |  |  |              | 14,426  |  |  |  | (4,605  | ) |  |  | 9,821   |  |  |  | 6,574  | 
|Hyde Park Tower             |  |          | High Rise |     |              | Oct-04 |          |  | Chicago, IL          |       |  |              | 1990     |  |                  |                   | 155           |  |              |               | 3,047  |             |  |  | 16,499        |  |  |              | 11     |             |       |  | 3,047       |              |  |  | 16,510       |  |  |              | 19,557  |  |  |  | (114    | ) |  |  | 19,442  |  |  |  | 15,554 | 
|Indian Creek Village        |  |          | Garden    |     |              | Oct-99 |          |  | Overland Park, KS    |       |  |              | 1972     |  |                  |                   | 273           |  |              |               | 2,358  |             |  |  | 11,454        |  |  |              | 2,609  |             |       |  | 2,358       |              |  |  | 14,062       |  |  |              | 16,420  |  |  |  | (5,892  | ) |  |  | 10,528  |  |  |  | 8,001  | 
|Indian Oaks                 |  |          | Garden    |     |              | Mar-02 |          |  | Simi Valley, CA      |       |  |              | 1986     |  |                  |                   | 254           |  |              |               | 23,927 |             |  |  | 15,801        |  |  |              | 1,053  |             |       |  | 23,927      |              |  |  | 16,854       |  |  |              | 40,781  |  |  |  | (2,065  | ) |  |  | 38,716  |  |  |  | 15,500 | 
|Island Club                 |  |          | Garden    |     |              | Oct-02 |          |  | Columbus, OH         |       |  |              | 1984     |  |                  |                   | 308           |  |              |               | 2,073  |             |  |  | 10,780        |  |  |              | 412    |             |       |  | 2,073       |              |  |  | 11,192       |  |  |              | 13,265  |  |  |  | (2,637  | ) |  |  | 10,628  |  |  |  | 9,371  | 
|Island Club (Beville)       |  |          | Garden    |     |              | Oct-00 |          |  | Daytona Beach, FL    |       |  |              | 1986     |  |                  |                   | 204           |  |              |               | 6,801  |             |  |  | 9,465         |  |  |              | 1,092  |             |       |  | 6,801       |              |  |  | 10,557       |  |  |              | 17,359  |  |  |  | (3,297  | ) |  |  | 14,062  |  |  |  | 8,440  | 
|Island Club (CA)            |  |          | Garden    |     |              | Oct-00 |          |  | Oceanside, CA        |       |  |              | 1986     |  |                  |                   | 592           |  |              |               | 18,185 |             |  |  | 28,428        |  |  |              | 4,337  |             |       |  | 18,185      |              |  |  | 32,765       |  |  |              | 50,950  |  |  |  | (4,763  | ) |  |  | 46,187  |  |  |  | 37,664 | 
|Island Club (MD)            |  |          | Garden    |     |              | Mar-01 |          |  | Columbia, MD         |       |  |              | 1986     |  |                  |                   | 176           |  |              |               | 2,379  |             |  |  | 14,600        |  |  |              | 693    |             |       |  | 2,379       |              |  |  | 15,293       |  |  |              | 17,672  |  |  |  | (2,405  | ) |  |  | 15,266  |  |  |  | 11,081 | 
|Island Club (Palm Aire)     |  |          | Garden    |     |              | Oct-00 |          |  | Pomano Beach, FL     |       |  |              | 1988     |  |                  |                   | 260           |  |              |               | 7,692  |             |  |  | 7,652         |  |  |              | 2,719  |             |       |  | 7,692       |              |  |  | 10,371       |  |  |              | 18,063  |  |  |  | (2,123  | ) |  |  | 15,940  |  |  |  | 10,967 | 
|Islandtree                  |  |          | Garden    |     |              | Oct-97 |          |  | Savannah, GA         |       |  |              | 1985     |  |                  |                   | 216           |  |              |               | 1,267  |             |  |  | 7,191         |  |  |              | 1,353  |             |       |  | 1,267       |              |  |  | 8,544        |  |  |              | 9,811   |  |  |  | (2,600  | ) |  |  | 7,211   |  |  |  | 3,398  | 
|Jefferson Place             |  |          | Garden    |     |              | Nov-94 |          |  | Baton Rouge, LA      |       |  |              | 1985     |  |                  |                   | 234           |  |              |               | 2,697  |             |  |  | 16,332        |  |  |              | 1,465  |             |       |  | 2,697       |              |  |  | 17,797       |  |  |              | 20,494  |  |  |  | (6,221  | ) |  |  | 14,273  |  |  |  | 7,636  | 
|Jenny Lind Hall             |  |          | High Rise |     |              | Mar-04 |          |  | Springfield, MO      |       |  |              | 1977     |  |                  |                   | 78            |  |              |               | 142    |             |  |  | 3,696         |  |  |              | 26     |             |       |  | 142         |              |  |  | 3,722        |  |  |              | 3,864   |  |  |  | (71     | ) |  |  | 3,793   |  |  |  | 1,214  | 
|Jersey Park                 |  |          | Garden    |     |              | Dec-03 |          |  | Smithfield, VA       |       |  |              | 1980     |  |                  |                   | 80            |  |              |               | 185    |             |  |  | 2,055         |  |  |              | 218    |             |       |  | 185         |              |  |  | 2,272        |  |  |              | 2,458   |  |  |  | (900    | ) |  |  | 1,557   |  |  |  | 1,592  | 
|Key Towers                  |  |          | High Rise |     |              | Apr-01 |          |  | Alexandria, VA       |       |  |              | 1964     |  |                  |                   | 140           |  |              |               | 1,526  |             |  |  | 7,050         |  |  |              | 965    |             |       |  | 1,526       |              |  |  | 8,015        |  |  |              | 9,541   |  |  |  | (1,784  | ) |  |  | 7,758   |  |  |  | 5,145  | 
|Kings Crossing             |  |          | Garden    |     |              | Jul-02 |          |  | Columbia, MD         |       |  |              | 1983     |  |                  |                   | 168           |  |              |               | 4,429  |             |  |  | 7,531         |  |  |              | 186    |             |       |  | 4,429       |              |  |  | 7,717        |  |  |              | 12,146  |  |  |  | (2,747  | ) |  |  | 9,399   |  |  |  | 5,752  | 
|Kirkwood House              |  |          | High Rise |     |              | Sep-04 |          |  | Baltimore, MD        |       |  |              | 1979     |  |                  |                   | 261           |  |              |               | 1,774  |             |  |  | 6,663         |  |  |              | 92     |             |       |  | 1,774       |              |  |  | 6,756        |  |  |              | 8,530   |  |  |  | (2,667  | ) |  |  | 5,862   |  |  |  | 4,798  | 
|Knolls, The                 |  |          | Garden    |     |              | Jul-02 |          |  | Colorado Springs, CO |       |  |              | 1972     |  |                  |                   | 262           |  |              |               | 3,214  |             |  |  | 15,312        |  |  |              | 2,380  |             |       |  | 3,214       |              |  |  | 17,692       |  |  |              | 20,906  |  |  |  | (6,101  | ) |  |  | 14,804  |  |  |  | 9,045  | 
|Knollwood                   |  |          | Garden    |     |              | Jul-00 |          |  | Nashville, TN        |       |  |              | 1972     |  |                  |                   | 326           |  |              |               | 1,824  |             |  |  | 14,272        |  |  |              | 2,225  |             |       |  | 1,824       |              |  |  | 16,497       |  |  |              | 18,321  |  |  |  | (6,417  | ) |  |  | 11,904  |  |  |  | 6,780  | 
|La Colina                   |  |          | Garden    |     |              | Oct-99 |          |  | Denton, TX           |       |  |              | 1984     |  |                  |                   | 264           |  |              |               | 1,378  |             |  |  | 9,169         |  |  |              | 367    |             |       |  | 1,378       |              |  |  | 9,536        |  |  |              | 10,914  |  |  |  | (1,231  | ) |  |  | 9,684   |  |  |  | 6,145  | 
|La Jolla                    |  |          | Garden    |     |              | May-98 |          |  | San Antonio, TX      |       |  |              | 1975     |  |                  |                   | 300           |  |              |               | 2,074  |             |  |  | 11,809        |  |  |              | 1,066  |             |       |  | 2,074       |              |  |  | 12,875       |  |  |              | 14,949  |  |  |  | (3,863  | ) |  |  | 11,086  |  |  |  | 7,425  | 
|La Jolla de Tucson          |  |          | Garden    |     |              | May-98 |          |  | Tucson, AZ           |       |  |              | 1978     |  |                  |                   | 223           |  |              |               | 1,342  |             |  |  | 7,816         |  |  |              | 1,017  |             |       |  | 1,342       |              |  |  | 8,833        |  |  |              | 10,175  |  |  |  | (2,999  | ) |  |  | 7,175   |  |  |  | 4,927  | 
|Lake Castleton              |  |          | Garden    |     |              | May-99 |          |  | Indianapolis, IN     |       |  |              | 1997     |  |                  |                   | 1,261         |  |              |               | 5,183  |             |  |  | 29,611        |  |  |              | 7,768  |             |       |  | 5,183       |              |  |  | 37,380       |  |  |              | 42,563  |  |  |  | (8,539  | ) |  |  | 34,024  |  |  |  | 26,731 | 
|Lake Forest Apartments      |  |          | Garden    |     |              | Jul-00 |          |  | Omaha, NE            |       |  |              | 1971     |  |                  |                   | 312           |  |              |               | 1,839  |             |  |  | 12,891        |  |  |              | 689    |             |       |  | 1,839       |              |  |  | 13,581       |  |  |              | 15,420  |  |  |  | (5,162  | ) |  |  | 10,257  |  |  |  | 8,534  | 
|Lake Johnson Mews           |  |          | Garden    |     |              | Oct-99 |          |  | Raleigh, NC          |       |  |              | 1972     |  |                  |                   | 201           |  |              |               | 1,271  |             |  |  | 9,442         |  |  |              | 2,988  |             |       |  | 1,271       |              |  |  | 12,429       |  |  |              | 13,700  |  |  |  | (3,653  | ) |  |  | 10,047  |  |  |  | 6,514  | 
|Lakehaven I                 |  |          | Garden    |     |              | Dec-97 |          |  | Carol Stream, IL     |       |  |              | 1984     |  |                  |                   | 144           |  |              |               | 1,652  |             |  |  | 3,849         |  |  |              | 582    |             |       |  | 1,652       |              |  |  | 4,431        |  |  |              | 6,083   |  |  |  | (2,637  | ) |  |  | 3,446   |  |  |  | 5,955  | 
|Lakehaven II                |  |          | Garden    |     |              | Dec-97 |          |  | Carol Stream, IL     |       |  |              | 1985     |  |                  |                   | 348           |  |              |               | 2,822  |             |  |  | 16,128        |  |  |              | 1,391  |             |       |  | 2,822       |              |  |  | 17,519       |  |  |              | 20,341  |  |  |  | (6,103  | ) |  |  | 14,238  |  |  |  | 14,983 | 
|Lakes at South Coast, The   |  |          | Mid Rise  |     |              | Mar-02 |          |  | Costa Mesa, CA       |       |  |              | 1987     |  |                  |                   | 770           |  |              |               | 55,223 |             |  |  | 65,506        |  |  |              | 4,284  |             |       |  | 55,223      |              |  |  | 69,791       |  |  |              | 125,014 |  |  |  | (7,716  | ) |  |  | 117,297 |  |  |  | 75,600 | 
|Lakes, The                  |  |          | Garden    |     |              | Jan-00 |          |  | Raleigh, NC          |       |  |              | 1972     |  |                  |                   | 600           |  |              |               | 2,826  |             |  |  | 18,492        |  |  |              | 2,977  |             |       |  | 2,826       |              |  |  | 21,468       |  |  |              | 24,294  |  |  |  | (8,945  | ) |  |  | 15,349  |  |  |  | 12,240 | 

F-48



---



##### Table of Contents



|                              |  |          |           |     |              |        |          |  |                      |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |         |  |  |  |         |   |  |  |         |  |  |  |        | 
|----------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | -------------------- | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ------ | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------- |  |  |  | ------- | - |  |  | ------- |  |  |  | ------ | 
|                              |  |          |           |     |              |        |          |  |                      |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                              |  |          |           |     |              |        |          |  |                      |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                              |  |          |           |     |              |        |          |  |                      |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                              |  |          |           | (1) |              |        |          |  |                      |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                              |  | Property |           |     | Date         |        |          |  | Year                 |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |        | Accumulated |       |  | Accumulated |              |  | 
|Property Name                 |  | Type     |           |     | Consolidated |        | Location |  |                      | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |        |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |        
|                              |  |          |           |     |              |        |          |  |                      |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |        
|Lakeside                      |  |          | Garden    |     |              | Oct-99 |          |  | Lisle, IL            |       |  |              | 1972     |  |                  |                   | 568           |  |              |               | 4,155  |             |  |  | 30,279        |  |  |              | 2,017  |             |       |  | 4,155       |              |  |  | 32,296       |  |  |              | 36,451  |  |  |  | (10,685 | ) |  |  | 25,766  |  |  |  | 22,697 | 
|Lakeside North at Carrollwood |  |          | Garden    |     |              | Sep-00 |          |  | Tampa, FL            |       |  |              | 1984     |  |                  |                   | 168           |  |              |               | 3,168  |             |  |  | 5,358         |  |  |              | 696    |             |       |  | 3,168       |              |  |  | 6,055        |  |  |              | 9,223   |  |  |  | (1,283  | ) |  |  | 7,939   |  |  |  | 6,130  | 
|Lakeside Place                |  |          | Garden    |     |              | Oct-99 |          |  | Houston, TX          |       |  |              | 1976     |  |                  |                   | 734           |  |              |               | 4,831  |             |  |  | 36,651        |  |  |              | 3,376  |             |       |  | 4,831       |              |  |  | 40,027       |  |  |              | 44,859  |  |  |  | (15,320 | ) |  |  | 29,539  |  |  |  | 21,014 | 
|Lakewood                      |  |          | Garden    |     |              | Jul-02 |          |  | Tomball, TX          |       |  |              | 1979     |  |                  |                   | 256           |  |              |               | 803    |             |  |  | 8,349         |  |  |              | 273    |             |       |  | 803         |              |  |  | 8,622        |  |  |              | 9,425   |  |  |  | (2,732  | ) |  |  | 6,693   |  |  |  | 4,927  | 
|Lamplighter Park              |  |          | Garden    |     |              | Apr-00 |          |  | Bellevue, WA         |       |  |              | 1967     |  |                  |                   | 174           |  |              |               | 1,994  |             |  |  | 8,583         |  |  |              | 2,034  |             |       |  | 1,994       |              |  |  | 10,617       |  |  |              | 12,611  |  |  |  | (3,249  | ) |  |  | 9,362   |  |  |  | 7,326  | 
|Landings                      |  |          | Garden    |     |              | Jan-01 |          |  | Indianapolis, IN     |       |  |              | 1973     |  |                  |                   | 150           |  |              |               | 616    |             |  |  | 3,303         |  |  |              | 1,159  |             |       |  | 616         |              |  |  | 4,461        |  |  |              | 5,077   |  |  |  | (2,021  | ) |  |  | 3,056   |  |  |  | 3,204  | 
|Landmark                      |  |          | Garden    |     |              | Apr-00 |          |  | Raleigh, NC          |       |  |              | 1970     |  |                  |                   | 292           |  |              |               | 1,668  |             |  |  | 14,204        |  |  |              | 1,198  |             |       |  | 1,668       |              |  |  | 15,402       |  |  |              | 17,069  |  |  |  | (6,664  | ) |  |  | 10,405  |  |  |  | 7,000  | 
|Las Americas Housing          |  |          | Garden    |     |              | Apr-02 |          |  | Ponce, Puerto Rico   |       |  |              | 1981     |  |                  |                   | 250           |  |              |               | 1,271  |             |  |  | 10,032        |  |  |              | 286    |             |       |  | 1,271       |              |  |  | 10,318       |  |  |              | 11,588  |  |  |  | (3,913  | ) |  |  | 7,676   |  |  |  | 7,306  | 
|Las Brisas (TX)               |  |          | Garden    |     |              | Dec-95 |          |  | San Antonio, TX      |       |  |              | 1983     |  |                  |                   | 176           |  |              |               | 1,082  |             |  |  | 5,214         |  |  |              | 1,335  |             |       |  | 1,082       |              |  |  | 6,549        |  |  |              | 7,631   |  |  |  | (2,089  | ) |  |  | 5,543   |  |  |  | 3,779  | 
|Lasalle                       |  |          | Garden    |     |              | Oct-00 |          |  | San Francisco, CA    |       |  |              | 1976     |  |                  |                   | 145           |  |              |               | 1,162  |             |  |  | 10,453        |  |  |              | 7,282  |             |       |  | 1,162       |              |  |  | 17,735       |  |  |              | 18,897  |  |  |  | (3,364  | ) |  |  | 15,533  |  |  |  | 3,444  | 
|Latrobe                       |  |          | High Rise |     |              | Jan-03 |          |  | Washington, DC       |       |  |              | 1980     |  |                  |                   | 176           |  |              |               | 1,199  |             |  |  | 11,350        |  |  |              | 2,977  |             |       |  | 1,199       |              |  |  | 14,327       |  |  |              | 15,526  |  |  |  | (5,014  | ) |  |  | 10,513  |  |  |  | 11,193 | 
|Lebanon Station               |  |          | Garden    |     |              | Oct-99 |          |  | Columbus, OH         |       |  |              | 1974     |  |                  |                   | 387           |  |              |               | 1,699  |             |  |  | 9,594         |  |  |              | 1,415  |             |       |  | 1,699       |              |  |  | 11,008       |  |  |              | 12,708  |  |  |  | (3,215  | ) |  |  | 9,493   |  |  |  | 6,551  | 
|Legend Oaks                   |  |          | Garden    |     |              | May-98 |          |  | Tampa, FL            |       |  |              | 1983     |  |                  |                   | 416           |  |              |               | 2,304  |             |  |  | 13,288        |  |  |              | 2,042  |             |       |  | 2,304       |              |  |  | 15,331       |  |  |              | 17,635  |  |  |  | (4,462  | ) |  |  | 13,172  |  |  |  | 6,657  | 
|Leona                         |  |          | Garden    |     |              | Dec-97 |          |  | Uvalde, TX           |       |  |              | 1973     |  |                  |                   | 40            |  |              |               | 100    |             |  |  | 524           |  |  |              | 371    |             |       |  | 100         |              |  |  | 895          |  |  |              | 995     |  |  |  | (312    | ) |  |  | 683     |  |  |  | 376    | 
|Lexington                     |  |          | Garden    |     |              | Jul-94 |          |  | San Antonio, TX      |       |  |              | 1981     |  |                  |                   | 72            |  |              |               | 312    |             |  |  | 1,688         |  |  |              | 624    |             |       |  | 312         |              |  |  | 2,312        |  |  |              | 2,624   |  |  |  | (852    | ) |  |  | 1,772   |  |  |  | 808    | 
|Lexington Green               |  |          | Garden    |     |              | Oct-99 |          |  | Sarasota, FL         |       |  |              | 1974     |  |                  |                   | 267           |  |              |               | 1,466  |             |  |  | 9,956         |  |  |              | 2,048  |             |       |  | 1,466       |              |  |  | 12,004       |  |  |              | 13,470  |  |  |  | (3,990  | ) |  |  | 9,480   |  |  |  | 6,310  | 
|Lighthouse at Twin Lakes I    |  |          | Garden    |     |              | Apr-00 |          |  | Beltsville, MD       |       |  |              | 1969     |  |                  |                   | 479           |  |              |               | 2,525  |             |  |  | 17,450        |  |  |              | 2,025  |             |       |  | 2,525       |              |  |  | 19,475       |  |  |              | 22,000  |  |  |  | (3,020  | ) |  |  | 18,981  |  |  |  | 11,705 | 
|Lighthouse at Twin Lakes II   |  |          | Garden    |     |              | Apr-00 |          |  | Beltsville, MD       |       |  |              | 1971     |  |                  |                   | 113           |  |              |               | 697    |             |  |  | 4,855         |  |  |              | 408    |             |       |  | 697         |              |  |  | 5,263        |  |  |              | 5,960   |  |  |  | (911    | ) |  |  | 5,049   |  |  |  | 2,714  | 
|Lighthouse at Twin Lakes III  |  |          | Garden    |     |              | Apr-00 |          |  | Beltsville, MD       |       |  |              | 1978     |  |                  |                   | 107           |  |              |               | 483    |             |  |  | 3,308         |  |  |              | 158    |             |       |  | 483         |              |  |  | 3,466        |  |  |              | 3,949   |  |  |  | (469    | ) |  |  | 3,480   |  |  |  | 2,544  | 
|Lincoln Place Garden          |  |          | Garden    |     |              | Aug-03 |          |  | Venice, CA           |       |  |              | 1951     |  |                  |                   | 755           |  |              |               | 43,060 |             |  |  | 94,589        |  |  |              | 7,346  |             |       |  | 43,060      |              |  |  | 101,936      |  |  |              | 144,996 |  |  |  | (5,713  | ) |  |  | 139,282 |  |  |  | 72,500 | 
|Locust House                  |  |          | High Rise |     |              | Mar-02 |          |  | Westminster, MD      |       |  |              | 1979     |  |                  |                   | 99            |  |              |               | 650    |             |  |  | 2,604         |  |  |              | 238    |             |       |  | 650         |              |  |  | 2,842        |  |  |              | 3,492   |  |  |  | (409    | ) |  |  | 3,083   |  |  |  | 3,008  | 
|Lodge, The                    |  |          | Garden    |     |              | Jan-00 |          |  | Denver, CO           |       |  |              | 1973     |  |                  |                   | 376           |  |              |               | 1,944  |             |  |  | 14,262        |  |  |              | 1,740  |             |       |  | 1,944       |              |  |  | 16,002       |  |  |              | 17,945  |  |  |  | (5,682  | ) |  |  | 12,264  |  |  |  | 6,593  | 
|Loft, The                     |  |          | Garden    |     |              | Oct-99 |          |  | Raleigh, NC          |       |  |              | 1974     |  |                  |                   | 184           |  |              |               | 2,012  |             |  |  | 11,902        |  |  |              | 869    |             |       |  | 2,012       |              |  |  | 12,771       |  |  |              | 14,784  |  |  |  | (3,541  | ) |  |  | 11,242  |  |  |  | 3,983  | 
|Loring Towers (MN)            |  |          | High Rise |     |              | Oct-02 |          |  | Minneapolis, MN      |       |  |              | 1970     |  |                  |                   | 230           |  |              |               | 1,399  |             |  |  | 7,445         |  |  |              | 6,132  |             |       |  | 1,399       |              |  |  | 13,577       |  |  |              | 14,977  |  |  |  | (999    | ) |  |  | 13,978  |  |  |  | 8,623  | 
|Loring Towers Apartments      |  |          | High Rise |     |              | Sep-03 |          |  | Salem, MA            |       |  |              | 1973     |  |                  |                   | 250           |  |              |               | 693    |             |  |  | 8,309         |  |  |              | 2,054  |             |       |  | 693         |              |  |  | 10,363       |  |  |              | 11,056  |  |  |  | (4,526  | ) |  |  | 6,530   |  |  |  | 5,401  | 
|Los Arboles                   |  |          | Garden    |     |              | Sep-97 |          |  | Chandler, AZ         |       |  |              | 1985     |  |                  |                   | 232           |  |              |               | 1,662  |             |  |  | 9,504         |  |  |              | 1,884  |             |       |  | 1,662       |              |  |  | 11,388       |  |  |              | 13,050  |  |  |  | (3,312  | ) |  |  | 9,737   |  |  |  | 6,050  | 
|Lynnhaven                     |  |          | Garden    |     |              | Mar-04 |          |  | Durham, NC           |       |  |              | 1980     |  |                  |                   | 75            |  |              |               | 537    |             |  |  | 2,165         |  |  |              | 76     |             |       |  | 537         |              |  |  | 2,241        |  |  |              | 2,778   |  |  |  | (229    | ) |  |  | 2,549   |  |  |  | 2,055  | 
|Madera Point                  |  |          | Garden    |     |              | May-98 |          |  | Phoenix, AZ          |       |  |              | 1986     |  |                  |                   | 256           |  |              |               | 2,103  |             |  |  | 12,582        |  |  |              | 1,276  |             |       |  | 2,103       |              |  |  | 13,858       |  |  |              | 15,961  |  |  |  | (4,231  | ) |  |  | 11,730  |  |  |  | 8,067  | 
|Malibu Canyon                 |  |          | Garden    |     |              | Mar-02 |          |  | Calabasas, CA        |       |  |              | 1986     |  |                  |                   | 698           |  |              |               | 65,407 |             |  |  | 53,438        |  |  |              | 8,208  |             |       |  | 65,407      |              |  |  | 61,646       |  |  |              | 127,053 |  |  |  | (7,644  | ) |  |  | 119,409 |  |  |  | 46,900 | 
|Maple Bay                     |  |          | Garden    |     |              | Dec-99 |          |  | Virginia Beach, VA   |       |  |              | 1971     |  |                  |                   | 414           |  |              |               | 2,598  |             |  |  | 16,141        |  |  |              | 3,061  |             |       |  | 2,598       |              |  |  | 19,202       |  |  |              | 21,800  |  |  |  | (3,883  | ) |  |  | 17,917  |  |  |  | 8,971  | 
|Mariners Cove                 |  |          | Garden    |     |              | Mar-02 |          |  | San Diego, CA        |       |  |              | 1984     |  |                  |                   | 500           |  |              |               |       |             |  |  | 66,861        |  |  |              | 2,879  |             |       |  |            |              |  |  | 69,740       |  |  |              | 69,740  |  |  |  | (5,554  | ) |  |  | 64,187  |  |  |  | 9,622  | 
|Mariners Cove                |  |          | Garden    |     |              | Mar-00 |          |  | Virginia Beach, VA   |       |  |              | 1974     |  |                  |                   | 458           |  |              |               | 1,517  |             |  |  | 10,034        |  |  |              | 15,503 |             |       |  | 1,517       |              |  |  | 25,537       |  |  |              | 27,054  |  |  |  | (5,370  | ) |  |  | 21,684  |  |  |  | 12,382 | 
|Mayfair Village               |  |          | Garden    |     |              | Nov-00 |          |  | West Lafayette, IN   |       |  |              | 1964     |  |                  |                   | 72            |  |              |               | 977    |             |  |  | 1,283         |  |  |              | 342    |             |       |  | 977         |              |  |  | 1,624        |  |  |              | 2,601   |  |  |  | (382    | ) |  |  | 2,219   |  |  |  | 1,169  | 
|Meadow Creek                  |  |          | Garden    |     |              | Jul-94 |          |  | Boulder, CO          |       |  |              | 1972     |  |                  |                   | 332           |  |              |               | 1,435  |             |  |  | 24,532        |  |  |              | 3,359  |             |       |  | 1,435       |              |  |  | 27,891       |  |  |              | 29,326  |  |  |  | (7,205  | ) |  |  | 22,121  |  |  |  | 6,007  | 
|Meadows                       |  |          | Garden    |     |              | Dec-00 |          |  | Austin, TX           |       |  |              | 1983     |  |                  |                   | 100           |  |              |               | 580    |             |  |  | 3,667         |  |  |              | 315    |             |       |  | 580         |              |  |  | 3,982        |  |  |              | 4,562   |  |  |  | (1,422  | ) |  |  | 3,140   |  |  |  | 2,502  | 
|Merrill House                 |  |          | High Rise |     |              | Jan-00 |          |  | Fairfax, VA          |       |  |              | 1962     |  |                  |                   | 159           |  |              |               | 1,836  |             |  |  | 10,831        |  |  |              | 1,479  |             |       |  | 1,836       |              |  |  | 12,310       |  |  |              | 14,146  |  |  |  | (1,999  | ) |  |  | 12,147  |  |  |  | 6,630  | 
|Mesa Ridge                    |  |          | Garden    |     |              | May-98 |          |  | San Antonio, TX      |       |  |              | 1986     |  |                  |                   | 200           |  |              |               | 1,210  |             |  |  | 6,863         |  |  |              | 614    |             |       |  | 1,210       |              |  |  | 7,477        |  |  |              | 8,687   |  |  |  | (2,357  | ) |  |  | 6,330   |  |  |  | 4,275  | 
|Michigan Apartments           |  |          | Garden    |     |              | Dec-99 |          |  | Indianapolis, IN     |       |  |              | 1965     |  |                  |                   | 253           |  |              |               | 516    |             |  |  | 3,694         |  |  |              | 754    |             |       |  | 516         |              |  |  | 4,449        |  |  |              | 4,965   |  |  |  | (924    | ) |  |  | 4,040   |  |  |  | 1,218  | 
|Michigan Plaza                |  |          | Garden    |     |              | Dec-99 |          |  | Indianapolis, IN     |       |  |              | 1965     |  |                  |                   | 6             |  |              |               | 24     |             |  |  | 219           |  |  |              |       |             |       |  | 24          |              |  |  | 219          |  |  |              | 243     |  |  |  | (125    | ) |  |  | 118     |  |  |  |       | 
|Millhopper Village            |  |          | Garden    |     |              | Oct-99 |          |  | Gainesville, FL      |       |  |              | 1969     |  |                  |                   | 136           |  |              |               | 759    |             |  |  | 5,906         |  |  |              | 455    |             |       |  | 759         |              |  |  | 6,361        |  |  |              | 7,120   |  |  |  | (2,317  | ) |  |  | 4,803   |  |  |  | 3,867  | 
|Montblanc Gardens             |  |          | Town Home |     |              | Dec-03 |          |  | Yauco, PR            |       |  |              | 1982     |  |                  |                   | 128           |  |              |               | 391    |             |  |  | 3,859         |  |  |              | 567    |             |       |  | 391         |              |  |  | 4,426        |  |  |              | 4,816   |  |  |  | (1,598  | ) |  |  | 3,218   |  |  |  | 3,380  | 
|Montecito                     |  |          | Garden    |     |              | Jul-94 |          |  | Austin, TX           |       |  |              | 1985     |  |                  |                   | 268           |  |              |               | 1,268  |             |  |  | 6,896         |  |  |              | 3,262  |             |       |  | 1,268       |              |  |  | 10,158       |  |  |              | 11,426  |  |  |  | (4,147  | ) |  |  | 7,279   |  |  |  | 5,051  | 
|Mountain Run                  |  |          | Garden    |     |              | Dec-97 |          |  | Arvada, CO           |       |  |              | 1974     |  |                  |                   | 96            |  |              |               | 685    |             |  |  | 2,614         |  |  |              | 2,449  |             |       |  | 685         |              |  |  | 5,063        |  |  |              | 5,748   |  |  |  | (1,203  | ) |  |  | 4,544   |  |  |  | 3,051  | 
|Mountain View                 |  |          | Garden    |     |              | May-98 |          |  | Colorado Springs, CO |       |  |              | 1985     |  |                  |                   | 252           |  |              |               | 2,546  |             |  |  | 14,841        |  |  |              | 1,109  |             |       |  | 2,546       |              |  |  | 15,950       |  |  |              | 18,496  |  |  |  | (4,656  | ) |  |  | 13,840  |  |  |  | 7,750  | 
|Mulberry                      |  |          | High Rise |     |              | Mar-02 |          |  | Scranton, PA         |       |  |              | 1981     |  |                  |                   | 206           |  |              |               | 1,120  |             |  |  | 4,487         |  |  |              | 771    |             |       |  | 1,120       |              |  |  | 5,258        |  |  |              | 6,378   |  |  |  | (627    | ) |  |  | 5,751   |  |  |  | 2,662  | 
|New Baltimore                 |  |          | Mid Rise  |     |              | Mar-02 |          |  | New Baltimore, MI    |       |  |              | 1980     |  |                  |                   | 101           |  |              |               | 570    |             |  |  | 2,282         |  |  |              | 185    |             |       |  | 570         |              |  |  | 2,467        |  |  |              | 3,037   |  |  |  | (226    | ) |  |  | 2,811   |  |  |  | 1,208  | 
|New West 111th St Apartments  |  |          | High Rise |     |              | Oct-02 |          |  | New York, NY         |       |  |              | 1929     |  |                  |                   | 74            |  |              |               | 530    |             |  |  | 3,297         |  |  |              | 295    |             |       |  | 530         |              |  |  | 3,592        |  |  |              | 4,122   |  |  |  | (376    | ) |  |  | 3,746   |  |  |  | 3,538  | 
|Newberry Park                 |  |          | Garden    |     |              | Dec-97 |          |  | Chicago, IL          |       |  |              | 1985     |  |                  |                   | 84            |  |              |               | 1,150  |             |  |  | 7,862         |  |  |              | 222    |             |       |  | 1,150       |              |  |  | 8,084        |  |  |              | 9,234   |  |  |  | (1,573  | ) |  |  | 7,661   |  |  |  | 7,843  | 
|Newport                       |  |          | Garden    |     |              | Jul-94 |          |  | Avondale, AZ         |       |  |              | 1986     |  |                  |                   | 204           |  |              |               | 800    |             |  |  | 4,354         |  |  |              | 1,728  |             |       |  | 800         |              |  |  | 6,082        |  |  |              | 6,883   |  |  |  | (2,365  | ) |  |  | 4,518   |  |  |  | 4,092  | 

F-49



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##### Table of Contents



|                              |  |          |           |     |              |        |          |  |                     |       |  |              |           |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |         |  |  |  |         |   |  |  |         |  |  |  |        | 
|----------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | ------------------- | ----- |  | ------------ | --------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ------ | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------- |  |  |  | ------- | - |  |  | ------- |  |  |  | ------ | 
|                              |  |          |           |     |              |        |          |  |                     |       |  |              |           |  |                  | December 31, 2004 |               |  |             
|                              |  |          |           |     |              |        |          |  |                     |       |  | (2)          |           |  |                  |                   |               |  |              |              
|                              |  |          |           |     |              |        |          |  |                     |       |  | Initial Cost |           |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                              |  |          |           | (1) |              |        |          |  |                     |       |  |              |           |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                              |  | Property |           |     | Date         |        |          |  | Year                |       |  | Number       |           |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |        | Accumulated |       |  | Accumulated |              |  | 
|Property Name                 |  | Type     |           |     | Consolidated |        | Location |  |                     | Built |  |              | of Units  |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |        |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |        
|                              |  |          |           |     |              |        |          |  |                     |       |  |              |           |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |        
|North River Club              |  |          | Garden    |     |              | Mar-02 |          |  | Oceanside, CA       |       |  |              | 1983      |  |                  |                   | 56            |  |              |               | 510    |             |  |  | 2,046         |  |  |              | 112    |             |       |  | 510         |              |  |  | 2,158        |  |  |              | 2,668   |  |  |  | (290    | ) |  |  | 2,378   |  |  |  | 2,235  | 
|North River Place             |  |          | Garden    |     |              | Jul-02 |          |  | Chillicothe, OH     |       |  |              | 1980      |  |                  |                   | 120           |  |              |               | 858    |             |  |  | 3,351         |  |  |              | 154    |             |       |  | 858         |              |  |  | 3,506        |  |  |              | 4,364   |  |  |  | (940    | ) |  |  | 3,424   |  |  |  | 2,668  | 
|North Slope                   |  |          | Garden    |     |              | Oct-02 |          |  | Greenville, SC      |       |  |              | 1984      |  |                  |                   | 156           |  |              |               | 1,696  |             |  |  | 5,791         |  |  |              | 346    |             |       |  | 1,696       |              |  |  | 6,137        |  |  |              | 7,833   |  |  |  | (902    | ) |  |  | 6,930   |  |  |  | 3,745  | 
|Northlake Village             |  |          | Garden    |     |              | Oct-00 |          |  | Lima, OH            |       |  |              | 1971      |  |                  |                   | 150           |  |              |               | 494    |             |  |  | 1,317         |  |  |              | 707    |             |       |  | 494         |              |  |  | 2,024        |  |  |              | 2,518   |  |  |  | (612    | ) |  |  | 1,907   |  |  |  | 1,238  | 
|Northpoint                    |  |          | Garden    |     |              | Jan-00 |          |  | Chicago, IL         |       |  |              | 1921      |  |                  |                   | 304           |  |              |               | 2,333  |             |  |  | 14,334        |  |  |              | 5,929  |             |       |  | 2,333       |              |  |  | 20,263       |  |  |              | 22,596  |  |  |  | (3,240  | ) |  |  | 19,356  |  |  |  | 21,425 | 
|Northwinds, The               |  |          | Garden    |     |              | Mar-02 |          |  | Wytheville, VA      |       |  |              | 1978      |  |                  |                   | 144           |  |              |               | 500    |             |  |  | 2,012         |  |  |              | 736    |             |       |  | 500         |              |  |  | 2,748        |  |  |              | 3,248   |  |  |  | (481    | ) |  |  | 2,767   |  |  |  | 2,136  | 
|Northwoods                    |  |          | Garden    |     |              | Oct-02 |          |  | Worthington, OH     |       |  |              | 1983      |  |                  |                   | 280           |  |              |               | 2,817  |             |  |  | 7,004         |  |  |              | 3,054  |             |       |  | 2,817       |              |  |  | 10,058       |  |  |              | 12,875  |  |  |  | (1,376  | ) |  |  | 11,499  |  |  |  | 6,840  | 
|Northwoods (CT)               |  |          | Garden    |     |              | Mar-01 |          |  | Middletown, CT      |       |  |              | 1987      |  |                  |                   | 336           |  |              |               | 16,382 |             |  |  | 14,388        |  |  |              | 1,323  |             |       |  | 16,382      |              |  |  | 15,711       |  |  |              | 32,094  |  |  |  | (3,062  | ) |  |  | 29,032  |  |  |  | 21,275 | 
|Oak Falls Condominiums        |  |          | Garden    |     |              | Nov-96 |          |  | Spring, TX          |       |  |              | 1983      |  |                  |                   | 144           |  |              |               | 1,017  |             |  |  | 5,420         |  |  |              | 1,602  |             |       |  | 1,017       |              |  |  | 7,022        |  |  |              | 8,039   |  |  |  | (1,306  | ) |  |  | 6,733   |  |  |  | 4,249  | 
|Oak Forest                    |  |          | Garden    |     |              | Oct-02 |          |  | Arlington, TX       |       |  |              | 1983      |  |                  |                   | 204           |  |              |               | 1,024  |             |  |  | 5,902         |  |  |              | 608    |             |       |  | 1,024       |              |  |  | 6,510        |  |  |              | 7,533   |  |  |  | (2,235  | ) |  |  | 5,298   |  |  |  | 2,550  | 
|Oak Park Village I            |  |          | Garden    |     |              | Oct-00 |          |  | Lansing, MI         |       |  |              | 1973      |  |                  |                   | 618           |  |              |               | 10,207 |             |  |  | 16,771        |  |  |              | 4,511  |             |       |  | 10,207      |              |  |  | 21,282       |  |  |              | 31,488  |  |  |  | (5,868  | ) |  |  | 25,620  |  |  |  | 23,487 | 
|Oak Run Apartments            |  |          | Garden    |     |              | Oct-02 |          |  | Dallas, TX          |       |  |              | 1979      |  |                  |                   | 420           |  |              |               | 5,176  |             |  |  | 13,864        |  |  |              | 938    |             |       |  | 5,176       |              |  |  | 14,802       |  |  |              | 19,978  |  |  |  | (5,901  | ) |  |  | 14,077  |  |  |  | 8,500  | 
|Oakbrook (MI)                 |  |          | Garden    |     |              | Dec-99 |          |  | Battle Creek, MI    |       |  |              | 1981      |  |                  |                   | 586           |  |              |               | 3,158  |             |  |  | 16,325        |  |  |              | 4,270  |             |       |  | 3,158       |              |  |  | 20,596       |  |  |              | 23,754  |  |  |  | (3,497  | ) |  |  | 20,257  |  |  |  | 7,481  | 
|Oaks at Woodridge I           |  |          | Garden    |     |              | Oct-02 |          |  | Fairfield, OH       |       |  |              | 1985      |  |                  |                   | 332           |  |              |               | 3,375  |             |  |  | 11,043        |  |  |              | 327    |             |       |  | 3,375       |              |  |  | 11,371       |  |  |              | 14,746  |  |  |  | (862    | ) |  |  | 13,883  |  |  |  | 10,276 | 
|Oakwood Apartments            |  |          | Town Home |     |              | Mar-04 |          |  | Cuthbert, GA        |       |  |              | 1985      |  |                  |                   | 50            |  |              |               | 188    |             |  |  | 1,058         |  |  |              | 28     |             |       |  | 188         |              |  |  | 1,085        |  |  |              | 1,273   |  |  |  | (331    | ) |  |  | 942     |  |  |  | 1,119  | 
|Oakwood Manor                 |  |          | Garden    |     |              | Mar-04 |          |  | Milan, TN           |       |  |              | 1984      |  |                  |                   | 34            |  |              |               | 95     |             |  |  | 498           |  |  |              | 9      |             |       |  | 95          |              |  |  | 508          |  |  |              | 603     |  |  |  | (51     | ) |  |  | 551     |  |  |  | 503    | 
|Oakwood Miami                 |  |          | High Rise |     |              | Dec-03 |          |  | Miami, FL           |       |  |              | 1998      |  |                  |                   | 357           |  |              |               | 31,355 |             |  |  | 32,214        |  |  |              | 495    |             |       |  | 31,355      |              |  |  | 32,709       |  |  |              | 64,064  |  |  |  | (745    | ) |  |  | 63,319  |  |  |  | 48,714 | 
|Oakwood Village On Lake Nancy |  |          | Garden    |     |              | Oct-99 |          |  | Winter Park, FL     |       |  |              | 1973      |  |                  |                   | 278           |  |              |               | 1,207  |             |  |  | 11,029        |  |  |              | 1,138  |             |       |  | 1,207       |              |  |  | 12,167       |  |  |              | 13,374  |  |  |  | (5,321  | ) |  |  | 8,054   |  |  |  | 6,323  | 
|Ocean Oaks                    |  |          | Garden    |     |              | May-98 |          |  | Port Orange, FL     |       |  |              | 1988      |  |                  |                   | 296           |  |              |               | 2,132  |             |  |  | 12,855        |  |  |              | 2,323  |             |       |  | 2,132       |              |  |  | 15,179       |  |  |              | 17,311  |  |  |  | (4,243  | ) |  |  | 13,068  |  |  |  | 10,295 | 
|OFallon                      |  |          | Garden    |     |              | Mar-02 |          |  | OFallon, IL        |       |  |              | 1982      |  |                  |                   | 132           |  |              |               | 870    |             |  |  | 3,466         |  |  |              | 294    |             |       |  | 870         |              |  |  | 3,761        |  |  |              | 4,631   |  |  |  | (519    | ) |  |  | 4,111   |  |  |  | 4,133  | 
|Okemos Station                |  |          | Garden    |     |              | Oct-02 |          |  | Okemos, MI          |       |  |              | 1981      |  |                  |                   | 112           |  |              |               | 558    |             |  |  | 3,644         |  |  |              | 228    |             |       |  | 558         |              |  |  | 3,872        |  |  |              | 4,430   |  |  |  | (689    | ) |  |  | 3,741   |  |  |  | 2,728  | 
|Old Salem                     |  |          | Garden    |     |              | Oct-99 |          |  | Charlottesville, VA |       |  |              | 1967      |  |                  |                   | 364           |  |              |               | 2,106  |             |  |  | 16,621        |  |  |              | 2,215  |             |       |  | 2,106       |              |  |  | 18,836       |  |  |              | 20,942  |  |  |  | (6,785  | ) |  |  | 14,157  |  |  |  | 8,892  | 
|Olde Towne West II            |  |          | Garden    |     |              | Oct-02 |          |  | Alexandria, VA      |       |  |              | 1977      |  |                  |                   | 72            |  |              |               | 151    |             |  |  | 3,016         |  |  |              | 255    |             |       |  | 151         |              |  |  | 3,270        |  |  |              | 3,421   |  |  |  | (1,278  | ) |  |  | 2,143   |  |  |  | 2,924  | 
|Olde Towne West III           |  |          | Garden    |     |              | Apr-00 |          |  | Alexandria, VA      |       |  |              | 1978      |  |                  |                   | 75            |  |              |               | 581    |             |  |  | 3,463         |  |  |              | 1,093  |             |       |  | 581         |              |  |  | 4,556        |  |  |              | 5,137   |  |  |  | (770    | ) |  |  | 4,367   |  |  |  | 3,721  | 
|One Lytle Place               |  |          | High Rise |     |              | Jan-00 |          |  | Cincinnati ,OH      |       |  |              | 1980      |  |                  |                   | 231           |  |              |               | 2,662  |             |  |  | 21,800        |  |  |              | 1,287  |             |       |  | 2,662       |              |  |  | 23,087       |  |  |              | 25,749  |  |  |  | (3,691  | ) |  |  | 22,058  |  |  |  | 12,079 | 
|Orchidtree                    |  |          | Garden    |     |              | Oct-97 |          |  | Scottsdale, AZ      |       |  |              | 1971      |  |                  |                   | 278           |  |              |               | 2,314  |             |  |  | 13,140        |  |  |              | 2,622  |             |       |  | 2,314       |              |  |  | 15,762       |  |  |              | 18,076  |  |  |  | (4,662  | ) |  |  | 13,413  |  |  |  | 5,859  | 
|Oxford House                  |  |          | Mid Rise  |     |              | Mar-02 |          |  | Deactur, IL         |       |  |              | 1979      |  |                  |                   | 156           |  |              |               | 1,040  |             |  |  | 4,164         |  |  |              | 167    |             |       |  | 1,040       |              |  |  | 4,331        |  |  |              | 5,371   |  |  |  | (659    | ) |  |  | 4,712   |  |  |  | 3,962  | 
|Palazzo at Park La Brea       |  |          | Mid-Rise  |     |              | Feb-04 |          |  | Los Angeles, CA     |       |  |              | 2002      |  |                  |                   | 521           |  |              |               | 24,429 |             |  |  | 138,521       |  |  |              | 394    |             |       |  | 24,429      |              |  |  | 138,915      |  |  |              | 163,344 |  |  |  | (4,059  | ) |  |  | 159,285 |  |  |  | 88,072 | 
|Palencia                      |  |          | Garden    |     |              | May-98 |          |  | Tampa, FL           |       |  |              | 1985      |  |                  |                   | 420           |  |              |               | 2,804  |             |  |  | 16,262        |  |  |              | 7,753  |             |       |  | 2,804       |              |  |  | 24,015       |  |  |              | 26,819  |  |  |  | (7,009  | ) |  |  | 19,810  |  |  |  | 12,441 | 
|Palm Lake                     |  |          | Garden    |     |              | Oct-99 |          |  | Tampa ,FL           |       |  |              | 1972      |  |                  |                   | 150           |  |              |               | 711    |             |  |  | 5,038         |  |  |              | 1,287  |             |       |  | 711         |              |  |  | 6,324        |  |  |              | 7,035   |  |  |  | (3,309  | ) |  |  | 3,726   |  |  |  | 2,727  | 
|Palm Springs Senior           |  |          | Garden    |     |              | Mar-02 |          |  | Palm Springs, CA    |       |  |              | 1981      |  |                  |                   | 116           |  |              |               |       |             |  |  | 7,015         |  |  |              | 114    |             |       |  |            |              |  |  | 7,129        |  |  |              | 7,129   |  |  |  | (708    | ) |  |  | 6,421   |  |  |  | 3,943  | 
|Panorama Park                 |  |          | Garden    |     |              | Mar-02 |          |  | Bakersfield, CA     |       |  |              | 1982      |  |                  |                   | 66            |  |              |               | 570    |             |  |  | 2,288         |  |  |              | 215    |             |       |  | 570         |              |  |  | 2,502        |  |  |              | 3,072   |  |  |  | (325    | ) |  |  | 2,747   |  |  |  | 2,462  | 
|Paradise Palms                |  |          | Garden    |     |              | Jul-94 |          |  | Phoenix, AZ         |       |  |              | 1970      |  |                  |                   | 130           |  |              |               | 647    |             |  |  | 3,515         |  |  |              | 1,918  |             |       |  | 647         |              |  |  | 5,433        |  |  |              | 6,080   |  |  |  | (2,098  | ) |  |  | 3,982   |  |  |  | 3,623  | 
|Park at Cedar Lawn, The       |  |          | Garden    |     |              | Nov-96 |          |  | Galveston, TX       |       |  |              | 1985      |  |                  |                   | 192           |  |              |               | 1,025  |             |  |  | 6,162         |  |  |              | 1,649  |             |       |  | 1,025       |              |  |  | 7,812        |  |  |              | 8,837   |  |  |  | (1,799  | ) |  |  | 7,038   |  |  |  | 4,494  | 
|Park at Deerbrook             |  |          | Garden    |     |              | Oct-99 |          |  | Humble, TX          |       |  |              | 1984      |  |                  |                   | 100           |  |              |               | 176    |             |  |  | 521           |  |  |              | 239    |             |       |  | 176         |              |  |  | 760          |  |  |              | 936     |  |  |  | (835    | ) |  |  | 101     |  |  |  | 2,417  | 
|Park Avenue Towers (PA)       |  |          | Garden    |     |              | Oct-00 |          |  | Wilkes-Barre, PA    |       |  |              | 1978      |  |                  |                   | 130           |  |              |               | 292    |             |  |  | 2,546         |  |  |              | 447    |             |       |  | 292         |              |  |  | 2,993        |  |  |              | 3,285   |  |  |  | (1,131  | ) |  |  | 2,154   |  |  |  | 2,226  | 
|Park Capitol                  |  |          | Garden    |     |              | Apr-00 |          |  | Salt Lake City, UT  |       |  |              | 1972      |  |                  |                   | 135           |  |              |               | 718    |             |  |  | 5,316         |  |  |              | 681    |             |       |  | 718         |              |  |  | 5,997        |  |  |              | 6,715   |  |  |  | (2,255  | ) |  |  | 4,460   |  |  |  | 2,725  | 
|Park Colony                   |  |          | Garden    |     |              | May-98 |          |  | Norcross, GA        |       |  |              | 1984      |  |                  |                   | 352           |  |              |               | 3,257  |             |  |  | 18,481        |  |  |              | 1,975  |             |       |  | 3,257       |              |  |  | 20,456       |  |  |              | 23,713  |  |  |  | (6,111  | ) |  |  | 17,602  |  |  |  | 9,436  | 
|Park Place Texas              |  |          | Garden    |     |              | Mar-02 |          |  | Cleveland, TX       |       |  |              | 1983      |  |                  |                   | 60            |  |              |               | 390    |             |  |  | 1,587         |  |  |              | 128    |             |       |  | 390         |              |  |  | 1,715        |  |  |              | 2,105   |  |  |  | (204    | ) |  |  | 1,901   |  |  |  | 1,919  | 
|Park Towne                    |  |          | High Rise |     |              | Apr-00 |          |  | Philadelphia, PA    |       |  |              | 1959      |  |                  |                   | 979           |  |              |               | 7,711  |             |  |  | 49,104        |  |  |              | 22,601 |             |       |  | 7,711       |              |  |  | 71,705       |  |  |              | 79,416  |  |  |  | (14,067 | ) |  |  | 65,349  |  |  |  | 35,576 | 
|Parker House                  |  |          | Garden    |     |              | Apr-01 |          |  | Hyattsville, MD     |       |  |              | 1965      |  |                  |                   | 296           |  |              |               | 10,676 |             |  |  | 8,682         |  |  |              | 949    |             |       |  | 10,676      |              |  |  | 9,631        |  |  |              | 20,307  |  |  |  | (1,281  | ) |  |  | 19,026  |  |  |  | 7,134  | 
|Parktown Townhouses           |  |          | Garden    |     |              | Oct-99 |          |  | Deer Park, TX       |       |  |              | 1968      |  |                  |                   | 309           |  |              |               | 1,731  |             |  |  | 12,635        |  |  |              | 5,429  |             |       |  | 1,731       |              |  |  | 18,064       |  |  |              | 19,795  |  |  |  | (3,705  | ) |  |  | 16,090  |  |  |  | 7,010  | 
|Parkview                      |  |          | Garden    |     |              | Mar-02 |          |  | Sacramento, CA      |       |  |              | 1980      |  |                  |                   | 97            |  |              |               | 1,060  |             |  |  | 4,240         |  |  |              | 393    |             |       |  | 1,060       |              |  |  | 4,633        |  |  |              | 5,693   |  |  |  | (460    | ) |  |  | 5,233   |  |  |  | 2,851  | 
|Parkview NY                   |  |          | Mid-Rise  |     |              | Jun-04 |          |  | Bronx, NY           |       |  |              | 1920      |  |                  |                   | 72            |  |              |               | 247    |             |  |  | 3,007         |  |  |              | 141    |             |       |  | 247         |              |  |  | 3,148        |  |  |              | 3,395   |  |  |  | (1,164  | ) |  |  | 2,232   |  |  |  | 1,712  | 
|Parkway (VA)                  |  |          | Garden    |     |              | Mar-00 |          |  | Willamsburg, VA     |       |  |              | 1971      |  |                  |                   | 148           |  |              |               | 386    |             |  |  | 2,834         |  |  |              | 915    |             |       |  | 386         |              |  |  | 3,749        |  |  |              | 4,135   |  |  |  | (1,940  | ) |  |  | 2,196   |  |  |  | 2,015  | 
|Pavilion                      |  |          | High Rise |     |              | Mar-04 |          |  | Philadelphia, PA    |       |  |              | 1976      |  |                  |                   | 296           |  |              |               |       |             |  |  | 15,416        |  |  |              | 33     |             |       |  |            |              |  |  | 15,449       |  |  |              | 15,449  |  |  |  | (817    | ) |  |  | 14,632  |  |  |  | 10,845 | 
|Peachtree Park                |  |          | Garden    |     |              | Jan-96 |          |  | Atlanta, GA         |       |  |              | 1962/1995 |  |                  |                   | 295           |  |              |               | 4,683  |             |  |  | 11,713        |  |  |              | 4,277  |             |       |  | 4,683       |              |  |  | 15,990       |  |  |              | 20,673  |  |  |  | (5,453  | ) |  |  | 15,219  |  |  |  | 11,815 | 
|Peakview Place                |  |          | Garden    |     |              | Jan-00 |          |  | Englewood, CO       |       |  |              | 1975      |  |                  |                   | 296           |  |              |               | 1,968  |             |  |  | 20,775        |  |  |              | 2,579  |             |       |  | 1,968       |              |  |  | 23,354       |  |  |              | 25,322  |  |  |  | (7,425  | ) |  |  | 17,897  |  |  |  | 10,896 | 
|Pebble Point                  |  |          | Garden    |     |              | Oct-02 |          |  | Indianapolis, IN    |       |  |              | 1980      |  |                  |                   | 220           |  |              |               | 1,819  |             |  |  | 6,883         |  |  |              | 237    |             |       |  | 1,819       |              |  |  | 7,121        |  |  |              | 8,940   |  |  |  | (1,576  | ) |  |  | 7,363   |  |  |  | 5,655  | 

F-50



---



##### Table of Contents



|                              |  |          |           |     |              |        |          |  |                     |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |        |  |  |  |         |   |  |  |        |  |  |  |        | 
|----------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | ------------------- | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ------ | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------ |  |  |  | ------- | - |  |  | ------ |  |  |  | ------ | 
|                              |  |          |           |     |              |        |          |  |                     |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                              |  |          |           |     |              |        |          |  |                     |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                              |  |          |           |     |              |        |          |  |                     |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                              |  |          |           | (1) |              |        |          |  |                     |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                              |  | Property |           |     | Date         |        |          |  | Year                |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |        | Accumulated |       |  | Accumulated |              |  | 
|Property Name                 |  | Type     |           |     | Consolidated |        | Location |  |                     | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |        |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |       
|                              |  |          |           |     |              |        |          |  |                     |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |       
|Peppermill Place Apartments   |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX         |       |  |              | 1983     |  |                  |                   | 224           |  |              |               | 844    |             |  |  | 5,169         |  |  |              | 1,545  |             |       |  | 844         |              |  |  | 6,714        |  |  |              | 7,558  |  |  |  | (1,521  | ) |  |  | 6,036  |  |  |  | 4,195  | 
|Peppermill Village            |  |          | Garden    |     |              | Oct-02 |          |  | West Lafayette, IN  |       |  |              | 1981     |  |                  |                   | 192           |  |              |               | 1,095  |             |  |  | 5,875         |  |  |              | 717    |             |       |  | 1,095       |              |  |  | 6,591        |  |  |              | 7,686  |  |  |  | (664    | ) |  |  | 7,023  |  |  |  | 4,605  | 
|Peppertree                    |  |          | Garden    |     |              | Mar-02 |          |  | Cypress, CA         |       |  |              | 1971     |  |                  |                   | 136           |  |              |               | 7,835  |             |  |  | 5,224         |  |  |              | 1,123  |             |       |  | 7,835       |              |  |  | 6,347        |  |  |              | 14,182 |  |  |  | (887    | ) |  |  | 13,295 |  |  |  | 6,242  | 
|Pickwick Place                |  |          | Garden    |     |              | Oct-99 |          |  | Indianapolis, IN    |       |  |              | 1973     |  |                  |                   | 336           |  |              |               | 967    |             |  |  | 8,941         |  |  |              | 2,383  |             |       |  | 967         |              |  |  | 11,324       |  |  |              | 12,290 |  |  |  | (4,831  | ) |  |  | 7,460  |  |  |  | 5,817  | 
|Pine Lake Terrace             |  |          | Garden    |     |              | Mar-02 |          |  | Garden Grove, CA    |       |  |              | 1971     |  |                  |                   | 111           |  |              |               | 3,975  |             |  |  | 6,035         |  |  |              | 772    |             |       |  | 3,975       |              |  |  | 6,807        |  |  |              | 10,782 |  |  |  | (693    | ) |  |  | 10,089 |  |  |  | 4,414  | 
|Pine Shadows                  |  |          | Garden    |     |              | May-98 |          |  | Phoenix, AZ         |       |  |              | 1983     |  |                  |                   | 272           |  |              |               | 2,095  |             |  |  | 11,899        |  |  |              | 1,113  |             |       |  | 2,095       |              |  |  | 13,013       |  |  |              | 15,108 |  |  |  | (3,917  | ) |  |  | 11,191 |  |  |  | 7,500  | 
|Pinebrook Manor               |  |          | Garden    |     |              | Mar-02 |          |  | Lansing, MI         |       |  |              | 1971     |  |                  |                   | 136           |  |              |               | 620    |             |  |  | 2,488         |  |  |              | 703    |             |       |  | 620         |              |  |  | 3,191        |  |  |              | 3,811  |  |  |  | (599    | ) |  |  | 3,212  |  |  |  | 967    | 
|Pines, The                    |  |          | Garden    |     |              | Oct-98 |          |  | Palm Bay, FL        |       |  |              | 1984     |  |                  |                   | 216           |  |              |               | 602    |             |  |  | 3,318         |  |  |              | 1,018  |             |       |  | 602         |              |  |  | 4,335        |  |  |              | 4,938  |  |  |  | (1,199  | ) |  |  | 3,739  |  |  |  | 2,100  | 
|Pinewood Place                |  |          | Garden    |     |              | Mar-02 |          |  | Toledo, OH          |       |  |              | 1979     |  |                  |                   | 100           |  |              |               | 420    |             |  |  | 1,698         |  |  |              | 573    |             |       |  | 420         |              |  |  | 2,271        |  |  |              | 2,691  |  |  |  | (278    | ) |  |  | 2,413  |  |  |  | 2,080  | 
|Place Du Plantier             |  |          | Garden    |     |              | Oct-99 |          |  | Baton Rouge, LA     |       |  |              | 1972     |  |                  |                   | 268           |  |              |               | 1,362  |             |  |  | 10,735        |  |  |              | 736    |             |       |  | 1,362       |              |  |  | 11,471       |  |  |              | 12,833 |  |  |  | (5,104  | ) |  |  | 7,729  |  |  |  | 5,934  | 
|Place One                     |  |          | Garden    |     |              | Jul-01 |          |  | Richmond, VA        |       |  |              | 1976     |  |                  |                   | 114           |  |              |               | 405    |             |  |  | 2,806         |  |  |              | 609    |             |       |  | 405         |              |  |  | 3,414        |  |  |              | 3,820  |  |  |  | (1,642  | ) |  |  | 2,178  |  |  |  | 1,940  | 
|Plantation Creek              |  |          | Garden    |     |              | Oct-02 |          |  | Atlanta, GA         |       |  |              | 1976     |  |                  |                   | 484           |  |              |               | 3,118  |             |  |  | 25,992        |  |  |              | 1,617  |             |       |  | 3,118       |              |  |  | 27,609       |  |  |              | 30,727 |  |  |  | (10,663 | ) |  |  | 20,065 |  |  |  | 14,246 | 
|Plantation Crossing           |  |          | Garden    |     |              | Jan-00 |          |  | Marietta, GA        |       |  |              | 1979     |  |                  |                   | 180           |  |              |               | 1,107  |             |  |  | 9,210         |  |  |              | 848    |             |       |  | 1,107       |              |  |  | 10,059       |  |  |              | 11,166 |  |  |  | (3,871  | ) |  |  | 7,295  |  |  |  | 4,276  | 
|Plantation Gardens            |  |          | Garden    |     |              | Oct-99 |          |  | Plantation, FL      |       |  |              | 1971     |  |                  |                   | 372           |  |              |               | 3,928  |             |  |  | 19,418        |  |  |              | 2,055  |             |       |  | 3,928       |              |  |  | 21,474       |  |  |              | 25,402 |  |  |  | (8,334  | ) |  |  | 17,068 |  |  |  | 8,839  | 
|Plaza on the Park             |  |          | Garden    |     |              | Mar-04 |          |  | Chicago, IL         |       |  |              | 1928     |  |                  |                   | 151           |  |              |               | 492    |             |  |  | 7,568         |  |  |              | 338    |             |       |  | 492         |              |  |  | 7,906        |  |  |              | 8,398  |  |  |  | (1,394  | ) |  |  | 7,004  |  |  |  | 7,157  | 
|Pleasant Ridge                |  |          | Garden    |     |              | Nov-94 |          |  | Little Rock, AR     |       |  |              | 1982     |  |                  |                   | 200           |  |              |               | 1,661  |             |  |  | 9,111         |  |  |              | 2,898  |             |       |  | 1,661       |              |  |  | 12,008       |  |  |              | 13,669 |  |  |  | (4,379  | ) |  |  | 9,290  |  |  |  | 5,670  | 
|Pleasant Valley Pointe        |  |          | Garden    |     |              | Nov-94 |          |  | Little Rock, AR     |       |  |              | 1985     |  |                  |                   | 112           |  |              |               | 907    |             |  |  | 5,085         |  |  |              | 1,532  |             |       |  | 907         |              |  |  | 6,617        |  |  |              | 7,524  |  |  |  | (2,444  | ) |  |  | 5,080  |  |  |  | 3,093  | 
|Plum Creek                    |  |          | Garden    |     |              | Oct-02 |          |  | Charlotte, NC       |       |  |              | 1984     |  |                  |                   | 276           |  |              |               | 3,125  |             |  |  | 9,144         |  |  |              | 367    |             |       |  | 3,125       |              |  |  | 9,511        |  |  |              | 12,635 |  |  |  | (1,090  | ) |  |  | 11,546 |  |  |  | 7,807  | 
|Plummer Village               |  |          | Mid Rise  |     |              | Mar-02 |          |  | North Hills, CA     |       |  |              | 1983     |  |                  |                   | 75            |  |              |               | 650    |             |  |  | 2,647         |  |  |              | 194    |             |       |  | 650         |              |  |  | 2,841        |  |  |              | 3,491  |  |  |  | (322    | ) |  |  | 3,169  |  |  |  | 2,968  | 
|Point West Apartments         |  |          | Garden    |     |              | Dec-97 |          |  | Lenexa, KS          |       |  |              | 1985     |  |                  |                   | 172           |  |              |               | 912    |             |  |  | 5,580         |  |  |              | 1,030  |             |       |  | 912         |              |  |  | 6,610        |  |  |              | 7,522  |  |  |  | (2,070  | ) |  |  | 5,453  |  |  |  | 5,070  | 
|Pointe James                  |  |          | Garden    |     |              | Oct-99 |          |  | Charleston, SC      |       |  |              | 1977     |  |                  |                   | 128           |  |              |               | 466    |             |  |  | 2,158         |  |  |              | 2,211  |             |       |  | 466         |              |  |  | 4,370        |  |  |              | 4,836  |  |  |  | (1,475  | ) |  |  | 3,361  |  |  |  | 3,678  | 
|Post Ridge                    |  |          | Garden    |     |              | Jul-00 |          |  | Nashville, TN       |       |  |              | 1972     |  |                  |                   | 150           |  |              |               | 991    |             |  |  | 7,931         |  |  |              | 766    |             |       |  | 991         |              |  |  | 8,697        |  |  |              | 9,688  |  |  |  | (3,058  | ) |  |  | 6,630  |  |  |  | 4,521  | 
|Prairie Hills                 |  |          | Garden    |     |              | Jul-94 |          |  | Albuquerque, NM     |       |  |              | 1985     |  |                  |                   | 260           |  |              |               | 2,017  |             |  |  | 9,220         |  |  |              | 2,184  |             |       |  | 2,017       |              |  |  | 11,404       |  |  |              | 13,421 |  |  |  | (4,322  | ) |  |  | 9,099  |  |  |  | 5,542  | 
|Preston Creek                 |  |          | Garden    |     |              | Oct-99 |          |  | Dallas, TX          |       |  |              | 1979     |  |                  |                   | 228           |  |              |               | 1,706  |             |  |  | 9,315         |  |  |              | 1,309  |             |       |  | 1,706       |              |  |  | 10,624       |  |  |              | 12,330 |  |  |  | (4,171  | ) |  |  | 8,159  |  |  |  | 5,099  | 
|Pride Gardens                 |  |          | Garden    |     |              | Dec-97 |          |  | Flora, MS           |       |  |              | 1975     |  |                  |                   | 76            |  |              |               | 102    |             |  |  | 1,071         |  |  |              | 1,194  |             |       |  | 102         |              |  |  | 2,265        |  |  |              | 2,367  |  |  |  | (702    | ) |  |  | 1,665  |  |  |  | 1,157  | 
|Privado Park                  |  |          | Garden    |     |              | May-98 |          |  | Phoenix, AZ         |       |  |              | 1984     |  |                  |                   | 352           |  |              |               | 2,563  |             |  |  | 15,026        |  |  |              | 1,545  |             |       |  | 2,563       |              |  |  | 16,572       |  |  |              | 19,135 |  |  |  | (5,202  | ) |  |  | 13,933 |  |  |  | 7,710  | 
|Promontory Point Apartments   |  |          | Garden    |     |              | Oct-02 |          |  | Austin, TX          |       |  |              | 1984     |  |                  |                   | 252           |  |              |               | 1,520  |             |  |  | 11,101        |  |  |              | 472    |             |       |  | 1,520       |              |  |  | 11,573       |  |  |              | 13,093 |  |  |  | (4,211  | ) |  |  | 8,882  |  |  |  | 3,709  | 
|Prospect Towers               |  |          | High Rise |     |              | Mar-02 |          |  | Brooklyn, NY        |       |  |              | 1967     |  |                  |                   | 154           |  |              |               | 4,521  |             |  |  | 7,034         |  |  |              | 2,124  |             |       |  | 4,521       |              |  |  | 9,158        |  |  |              | 13,679 |  |  |  | (964    | ) |  |  | 12,715 |  |  |  | 2,368  | 
|Pynchon I                     |  |          | Garden    |     |              | Mar-02 |          |  | Springfield, MA     |       |  |              | 1973     |  |                  |                   | 250           |  |              |               | 1,820  |             |  |  | 7,266         |  |  |              | 2,020  |             |       |  | 1,820       |              |  |  | 9,287        |  |  |              | 11,107 |  |  |  | (1,172  | ) |  |  | 9,935  |  |  |  | 4,802  | 
|Quail Hollow                  |  |          | Garden    |     |              | Oct-99 |          |  | West Columbia, SC   |       |  |              | 1973     |  |                  |                   | 215           |  |              |               | 1,095  |             |  |  | 7,893         |  |  |              | 1,131  |             |       |  | 1,095       |              |  |  | 9,024        |  |  |              | 10,118 |  |  |  | (2,629  | ) |  |  | 7,489  |  |  |  | 4,785  | 
|Quail Ridge                   |  |          | Garden    |     |              | May-98 |          |  | Tucson, AZ          |       |  |              | 1974     |  |                  |                   | 253           |  |              |               | 1,559  |             |  |  | 9,173         |  |  |              | 1,446  |             |       |  | 1,559       |              |  |  | 10,619       |  |  |              | 12,178 |  |  |  | (3,220  | ) |  |  | 8,957  |  |  |  | 5,365  | 
|Quail Run                     |  |          | Garden    |     |              | Oct-99 |          |  | Columbia, SC        |       |  |              | 1970     |  |                  |                   | 332           |  |              |               | 1,752  |             |  |  | 12,967        |  |  |              | 1,370  |             |       |  | 1,752       |              |  |  | 14,336       |  |  |              | 16,089 |  |  |  | (4,987  | ) |  |  | 11,102 |  |  |  | 7,936  | 
|Quail Run                     |  |          | Garden    |     |              | Oct-99 |          |  | Zionsville, IN      |       |  |              | 1972     |  |                  |                   | 166           |  |              |               | 1,226  |             |  |  | 6,820         |  |  |              | 794    |             |       |  | 1,226       |              |  |  | 7,614        |  |  |              | 8,840  |  |  |  | (2,272  | ) |  |  | 6,569  |  |  |  | 5,282  | 
|Quail Woods                   |  |          | Garden    |     |              | Oct-99 |          |  | Gastonia, NC        |       |  |              | 1974     |  |                  |                   | 188           |  |              |               | 491    |             |  |  | 4,650         |  |  |              | 692    |             |       |  | 491         |              |  |  | 5,342        |  |  |              | 5,833  |  |  |  | (1,014  | ) |  |  | 4,818  |  |  |  | 3,342  | 
|Ramblewood Apartments (MI)    |  |          | Garden    |     |              | Dec-99 |          |  | Grand Rapids, MI    |       |  |              | 1973     |  |                  |                   | 1,698         |  |              |               | 9,500  |             |  |  | 61,770        |  |  |              | 8,909  |             |       |  | 9,500       |              |  |  | 70,679       |  |  |              | 80,179 |  |  |  | (13,750 | ) |  |  | 66,430 |  |  |  | 33,136 | 
|Randol Crossing               |  |          | Garden    |     |              | Dec-00 |          |  | Fort Worth, TX      |       |  |              | 1984     |  |                  |                   | 160           |  |              |               | 698    |             |  |  | 4,691         |  |  |              | 273    |             |       |  | 698         |              |  |  | 4,964        |  |  |              | 5,662  |  |  |  | (2,067  | ) |  |  | 3,595  |  |  |  | 2,979  | 
|Raven Hill                    |  |          | Garden    |     |              | Jan-01 |          |  | Burnsville, MN      |       |  |              | 1971     |  |                  |                   | 304           |  |              |               | 4,468  |             |  |  | 9,557         |  |  |              | 1,171  |             |       |  | 4,468       |              |  |  | 10,728       |  |  |              | 15,197 |  |  |  | (4,751  | ) |  |  | 10,446 |  |  |  | 11,607 | 
|Ravensworth Towers            |  |          | High Rise |     |              | Jun-04 |          |  | Annandale, VA       |       |  |              | 1974     |  |                  |                   | 219           |  |              |               | 1,830  |             |  |  | 18,794        |  |  |              | 187    |             |       |  | 1,830       |              |  |  | 18,981       |  |  |              | 20,811 |  |  |  | (6,884  | ) |  |  | 13,927 |  |  |  | 15,227 | 
|Reflections                   |  |          | Garden    |     |              | Apr-02 |          |  | Indianapolis, IN    |       |  |              | 1970     |  |                  |                   | 582           |  |              |               | 1,243  |             |  |  | 18,504        |  |  |              | 10,202 |             |       |  | 1,243       |              |  |  | 28,706       |  |  |              | 29,949 |  |  |  | (7,141  | ) |  |  | 22,808 |  |  |  | 13,215 | 
|Reflections (Casselberry)     |  |          | Garden    |     |              | Oct-02 |          |  | Casselberry, FL     |       |  |              | 1984     |  |                  |                   | 336           |  |              |               | 3,235  |             |  |  | 11,977        |  |  |              | 795    |             |       |  | 3,235       |              |  |  | 12,772       |  |  |              | 16,006 |  |  |  | (2,565  | ) |  |  | 13,441 |  |  |  | 10,700 | 
|Reflections (Tampa)           |  |          | Garden    |     |              | Sep-00 |          |  | Tampa, FL           |       |  |              | 1988     |  |                  |                   | 348           |  |              |               | 8,102  |             |  |  | 13,499        |  |  |              | 1,680  |             |       |  | 8,102       |              |  |  | 15,179       |  |  |              | 23,281 |  |  |  | (2,170  | ) |  |  | 21,112 |  |  |  | 13,500 | 
|Reflections (Virginia Beach)  |  |          | Garden    |     |              | Sep-00 |          |  | Virginia Beach, VA  |       |  |              | 1987     |  |                  |                   | 480           |  |              |               | 16,178 |             |  |  | 13,746        |  |  |              | 2,322  |             |       |  | 16,178      |              |  |  | 16,068       |  |  |              | 32,246 |  |  |  | (3,366  | ) |  |  | 28,879 |  |  |  | 25,109 | 
|Reflections (West Palm Beach) |  |          | Garden    |     |              | Oct-00 |          |  | West Palm Beach, FL |       |  |              | 1986     |  |                  |                   | 300           |  |              |               | 5,649  |             |  |  | 9,972         |  |  |              | 1,561  |             |       |  | 5,649       |              |  |  | 11,533       |  |  |              | 17,183 |  |  |  | (2,098  | ) |  |  | 15,085 |  |  |  | 10,020 | 
|Regency Oaks                  |  |          | Garden    |     |              | Oct-99 |          |  | Fern Park, FL       |       |  |              | 1965     |  |                  |                   | 343           |  |              |               | 1,164  |             |  |  | 10,844        |  |  |              | 3,577  |             |       |  | 1,164       |              |  |  | 14,420       |  |  |              | 15,585 |  |  |  | (6,272  | ) |  |  | 9,313  |  |  |  | 6,946  | 
|Ridgecrest                    |  |          | Garden    |     |              | Dec-96 |          |  | Denton, TX          |       |  |              | 1983     |  |                  |                   | 152           |  |              |               | 296    |             |  |  | 1,359         |  |  |              | 1,566  |             |       |  | 296         |              |  |  | 2,925        |  |  |              | 3,221  |  |  |  | (159    | ) |  |  | 3,062  |  |  |  | 3,869  | 
|Ridgewood (La Loma)           |  |          | Garden    |     |              | Mar-02 |          |  | Sacramento, CA      |       |  |              | 1980     |  |                  |                   | 75            |  |              |               | 700    |             |  |  | 2,804         |  |  |              | 160    |             |       |  | 700         |              |  |  | 2,965        |  |  |              | 3,665  |  |  |  | (252    | ) |  |  | 3,413  |  |  |  | 2,059  | 
|Ridgewood Towers              |  |          | High Rise |     |              | Mar-02 |          |  | East Moline, IL     |       |  |              | 1977     |  |                  |                   | 140           |  |              |               | 700    |             |  |  | 2,803         |  |  |              | 314    |             |       |  | 700         |              |  |  | 3,117        |  |  |              | 3,817  |  |  |  | (422    | ) |  |  | 3,395  |  |  |  | 2,091  | 
|River Bend                    |  |          | Garden    |     |              | Jul-01 |          |  | Arlington, TX       |       |  |              | 1983     |  |                  |                   | 201           |  |              |               | 895    |             |  |  | 4,139         |  |  |              | 1,015  |             |       |  | 895         |              |  |  | 5,154        |  |  |              | 6,049  |  |  |  | (1,803  | ) |  |  | 4,246  |  |  |  | 3,965  | 
|River Reach                   |  |          | Garden    |     |              | Sep-00 |          |  | Naples, FL          |       |  |              | 1986     |  |                  |                   | 556           |  |              |               | 18,008 |             |  |  | 18,337        |  |  |              | 2,746  |             |       |  | 18,008      |              |  |  | 21,083       |  |  |              | 39,091 |  |  |  | (4,702  | ) |  |  | 34,389 |  |  |  | 24,000 | 
|Rivercreek                    |  |          | Garden    |     |              | Apr-00 |          |  | Augusta, GA         |       |  |              | 1980     |  |                  |                   | 224           |  |              |               | 667    |             |  |  | 6,944         |  |  |              | 1,215  |             |       |  | 667         |              |  |  | 8,159        |  |  |              | 8,826  |  |  |  | (1,918  | ) |  |  | 6,909  |  |  |  | 3,482  | 

F-51



---



##### Table of Contents



|                                    |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |         |  |  |  |         |   |  |  |         |  |  |  |        | 
|----------------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | ------------------ | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ------ | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------- |  |  |  | ------- | - |  |  | ------- |  |  |  | ------ | 
|                                    |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                                    |  |          |           |     |              |        |          |  |                    |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                                    |  |          |           |     |              |        |          |  |                    |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                                    |  |          |           | (1) |              |        |          |  |                    |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                                    |  | Property |           |     | Date         |        |          |  | Year               |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |        | Accumulated |       |  | Accumulated |              |  | 
|Property Name                       |  | Type     |           |     | Consolidated |        | Location |  |                    | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |        |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |        
|                                    |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |        
|Rivercrest                          |  |          | Garden    |     |              | Oct-99 |          |  | Atlanta, GA        |       |  |              | 1970     |  |                  |                   | 312           |  |              |               | 2,327  |             |  |  | 16,415        |  |  |              | 2,519  |             |       |  | 2,327       |              |  |  | 18,934       |  |  |              | 21,261  |  |  |  | (4,963  | ) |  |  | 16,298  |  |  |  | 11,002 | 
|Riverloft Apartments                |  |          | High Rise |     |              | Oct-99 |          |  | Philadelphia, PA   |       |  |              | 1910     |  |                  |                   | 184           |  |              |               | 2,120  |             |  |  | 11,287        |  |  |              | 29,579 |             |       |  | 2,120       |              |  |  | 40,866       |  |  |              | 42,986  |  |  |  | (6,598  | ) |  |  | 36,388  |  |  |  | 24,534 | 
|Rivers Edge                         |  |          | Garden    |     |              | Jul-00 |          |  | Auburn, WA         |       |  |              | 1976     |  |                  |                   | 120           |  |              |               | 721    |             |  |  | 4,991         |  |  |              | 341    |             |       |  | 721         |              |  |  | 5,332        |  |  |              | 6,053   |  |  |  | (1,981  | ) |  |  | 4,072   |  |  |  | 3,581  | 
|Riverside                           |  |          | Mid Rise  |     |              | Jul-94 |          |  | Littleton, CO      |       |  |              | 1987     |  |                  |                   | 248           |  |              |               | 1,956  |             |  |  | 8,427         |  |  |              | 2,540  |             |       |  | 1,956       |              |  |  | 10,966       |  |  |              | 12,922  |  |  |  | (4,208  | ) |  |  | 8,714   |  |  |  | 8,703  | 
|Riverside Park                      |  |          | High Rise |     |              | Apr-00 |          |  | Alexandria ,VA     |       |  |              | 1973     |  |                  |                   | 1,222         |  |              |               | 8,402  |             |  |  | 70,251        |  |  |              | 9,740  |             |       |  | 8,402       |              |  |  | 79,991       |  |  |              | 88,393  |  |  |  | (28,723 | ) |  |  | 59,670  |  |  |  | 54,135 | 
|Riverwalk                           |  |          | Garden    |     |              | Dec-95 |          |  | Little Rock, AR    |       |  |              | 1988     |  |                  |                   | 262           |  |              |               | 1,075  |             |  |  | 8,863         |  |  |              | 2,279  |             |       |  | 1,075       |              |  |  | 11,142       |  |  |              | 12,217  |  |  |  | (3,658  | ) |  |  | 8,559   |  |  |  | 5,287  | 
|Riverwind at St. Andrews            |  |          | Garden    |     |              | Apr-02 |          |  | Columbia, SC       |       |  |              | 1984     |  |                  |                   | 160           |  |              |               | 1,265  |             |  |  | 4,370         |  |  |              | 104    |             |       |  | 1,265       |              |  |  | 4,474        |  |  |              | 5,739   |  |  |  | (656    | ) |  |  | 5,083   |  |  |  | 4,691  | 
|Riverwood (IN)                      |  |          | Garden    |     |              | Oct-00 |          |  | Indianapolis, IN   |       |  |              | 1978     |  |                  |                   | 120           |  |              |               | 1,048  |             |  |  | 3,424         |  |  |              | 824    |             |       |  | 1,048       |              |  |  | 4,248        |  |  |              | 5,296   |  |  |  | (903    | ) |  |  | 4,393   |  |  |  | 3,719  | 
|Rocky Creek                         |  |          | Garden    |     |              | Oct-99 |          |  | Augusta, GA        |       |  |              | 1979     |  |                  |                   | 120           |  |              |               | 450    |             |  |  | 3,702         |  |  |              | 401    |             |       |  | 450         |              |  |  | 4,104        |  |  |              | 4,554   |  |  |  | (1,623  | ) |  |  | 2,931   |  |  |  | 2,231  | 
|Rosecroft Mews                      |  |          | Garden    |     |              | Apr-01 |          |  | Ft. Washington, MD |       |  |              | 1966     |  |                  |                   | 304           |  |              |               | 3,134  |             |  |  | 10,239        |  |  |              | 1,851  |             |       |  | 3,134       |              |  |  | 12,089       |  |  |              | 15,223  |  |  |  | (3,326  | ) |  |  | 11,898  |  |  |  | 8,653  | 
|Rosedale Court Apartments           |  |          | Garden    |     |              | Mar-04 |          |  | Dawson Springs, KY |       |  |              | 1981     |  |                  |                   | 40            |  |              |               | 196    |             |  |  | 1,178         |  |  |              | 14     |             |       |  | 196         |              |  |  | 1,192        |  |  |              | 1,388   |  |  |  | (283    | ) |  |  | 1,104   |  |  |  | 939    | 
|Rosewood                            |  |          | Garden    |     |              | Mar-02 |          |  | Camarillo, CA      |       |  |              | 1976     |  |                  |                   | 150           |  |              |               | 12,128 |             |  |  | 8,060         |  |  |              | 1,005  |             |       |  | 12,128      |              |  |  | 9,065        |  |  |              | 21,193  |  |  |  | (1,117  | ) |  |  | 20,076  |  |  |  | 7,867  | 
|Round Barn                          |  |          | Garden    |     |              | Mar-02 |          |  | Champaign, IL      |       |  |              | 1979     |  |                  |                   | 156           |  |              |               | 1,120  |             |  |  | 4,387         |  |  |              | 309    |             |       |  | 1,120       |              |  |  | 4,696        |  |  |              | 5,816   |  |  |  | (618    | ) |  |  | 5,198   |  |  |  | 4,163  | 
|Royal Crest Estates (Fall River)    |  |          | Garden    |     |              | Aug-02 |          |  | Fall River, MA     |       |  |              | 1974     |  |                  |                   | 216           |  |              |               | 5,832  |             |  |  | 12,044        |  |  |              | 740    |             |       |  | 5,832       |              |  |  | 12,783       |  |  |              | 18,616  |  |  |  | (1,843  | ) |  |  | 16,773  |  |  |  | 10,671 | 
|Royal Crest Estates (Marlborough)   |  |          | Garden    |     |              | Aug-02 |          |  | Marlborough, MA    |       |  |              | 1970     |  |                  |                   | 473           |  |              |               | 21,358 |             |  |  | 32,605        |  |  |              | 918    |             |       |  | 21,358      |              |  |  | 33,523       |  |  |              | 54,881  |  |  |  | (4,517  | ) |  |  | 50,365  |  |  |  | 32,575 | 
|Royal Crest Estates (Nashua)        |  |          | Garden    |     |              | Aug-02 |          |  | Nashua, MA         |       |  |              | 1970     |  |                  |                   | 902           |  |              |               | 68,231 |             |  |  | 45,562        |  |  |              | 2,052  |             |       |  | 68,231      |              |  |  | 47,613       |  |  |              | 115,844 |  |  |  | (6,606  | ) |  |  | 109,238 |  |  |  | 57,246 | 
|Royal Crest Estates (North Andover) |  |          | Garden    |     |              | Aug-02 |          |  | North Andover, MA  |       |  |              | 1970     |  |                  |                   | 588           |  |              |               | 51,292 |             |  |  | 36,808        |  |  |              | 3,583  |             |       |  | 51,292      |              |  |  | 40,391       |  |  |              | 91,682  |  |  |  | (6,432  | ) |  |  | 85,251  |  |  |  | 50,525 | 
|Royal Crest Estates (Warwick)       |  |          | Garden    |     |              | Aug-02 |          |  | Warwick, RI        |       |  |              | 1972     |  |                  |                   | 492           |  |              |               | 22,433 |             |  |  | 24,095        |  |  |              | 1,327  |             |       |  | 22,433      |              |  |  | 25,422       |  |  |              | 47,855  |  |  |  | (3,394  | ) |  |  | 44,461  |  |  |  | 26,789 | 
|Royal Palms                         |  |          | Garden    |     |              | Jul-94 |          |  | Mesa, AZ           |       |  |              | 1985     |  |                  |                   | 152           |  |              |               | 832    |             |  |  | 4,569         |  |  |              | 1,018  |             |       |  | 832         |              |  |  | 5,587        |  |  |              | 6,419   |  |  |  | (2,014  | ) |  |  | 4,405   |  |  |  | 2,691  | 
|Runaway Bay                         |  |          | Garden    |     |              | Jul-02 |          |  | Pinellas Park, FL  |       |  |              | 1986     |  |                  |                   | 192           |  |              |               | 2,013  |             |  |  | 7,386         |  |  |              | 225    |             |       |  | 2,013       |              |  |  | 7,611        |  |  |              | 9,624   |  |  |  | (1,041  | ) |  |  | 8,583   |  |  |  | 4,575  | 
|Runaway Bay (CA)                    |  |          | Garden    |     |              | Oct-00 |          |  | Antioch, CA        |       |  |              | 1986     |  |                  |                   | 280           |  |              |               | 12,700 |             |  |  | 10,499        |  |  |              | 1,154  |             |       |  | 12,700      |              |  |  | 11,653       |  |  |              | 24,353  |  |  |  | (2,465  | ) |  |  | 21,888  |  |  |  | 12,100 | 
|Runaway Bay (FL)                    |  |          | Garden    |     |              | Oct-00 |          |  | Lantana, FL        |       |  |              | 1987     |  |                  |                   | 404           |  |              |               | 6,089  |             |  |  | 16,052        |  |  |              | 1,856  |             |       |  | 6,089       |              |  |  | 17,908       |  |  |              | 23,997  |  |  |  | (3,218  | ) |  |  | 20,779  |  |  |  | 12,458 | 
|Runaway Bay (MI)                    |  |          | Garden    |     |              | Oct-00 |          |  | Lansing, MI        |       |  |              | 1987     |  |                  |                   | 288           |  |              |               | 2,139  |             |  |  | 6,559         |  |  |              | 1,459  |             |       |  | 2,139       |              |  |  | 8,018        |  |  |              | 10,157  |  |  |  | (2,064  | ) |  |  | 8,093   |  |  |  | 8,725  | 
|Runaway Bay (NC)                    |  |          | Garden    |     |              | Oct-00 |          |  | Charlotte, NC      |       |  |              | 1985     |  |                  |                   | 280           |  |              |               | 2,270  |             |  |  | 9,858         |  |  |              | 1,626  |             |       |  | 2,270       |              |  |  | 11,485       |  |  |              | 13,754  |  |  |  | (2,112  | ) |  |  | 11,642  |  |  |  | 8,197  | 
|Runaway Bay (Virginia Beach)        |  |          | Garden    |     |              | Nov-04 |          |  | Virginia Beach, VA |       |  |              | 1985     |  |                  |                   | 440           |  |              |               | 4,692  |             |  |  | 20,645        |  |  |              | 63     |             |       |  | 4,692       |              |  |  | 20,708       |  |  |              | 25,400  |  |  |  | (1,927  | ) |  |  | 23,473  |  |  |  | 18,061 | 
|Runawaybay I                        |  |          | Garden    |     |              | Sep-03 |          |  | Columbus, OH       |       |  |              | 1982     |  |                  |                   | 304           |  |              |               | 2,309  |             |  |  | 11,980        |  |  |              | 739    |             |       |  | 2,309       |              |  |  | 12,720       |  |  |              | 15,029  |  |  |  | (3,947  | ) |  |  | 11,082  |  |  |  | 10,699 | 
|Saddlebrook                         |  |          | Garden    |     |              | Oct-02 |          |  | Norcross, GA       |       |  |              | 1985     |  |                  |                   | 305           |  |              |               | 4,049  |             |  |  | 11,370        |  |  |              | 692    |             |       |  | 4,049       |              |  |  | 12,062       |  |  |              | 16,112  |  |  |  | (1,529  | ) |  |  | 14,582  |  |  |  | 9,685  | 
|Salem Park                          |  |          | Garden    |     |              | Apr-00 |          |  | Ft. Worth, TX      |       |  |              | 1984     |  |                  |                   | 168           |  |              |               | 661    |             |  |  | 4,122         |  |  |              | 810    |             |       |  | 661         |              |  |  | 4,932        |  |  |              | 5,593   |  |  |  | (1,562  | ) |  |  | 4,032   |  |  |  | 2,938  | 
|Sand Castles Apartments             |  |          | Garden    |     |              | Oct-97 |          |  | League City, TX    |       |  |              | 1987     |  |                  |                   | 138           |  |              |               | 977    |             |  |  | 5,542         |  |  |              | 1,024  |             |       |  | 977         |              |  |  | 6,566        |  |  |              | 7,543   |  |  |  | (1,917  | ) |  |  | 5,626   |  |  |  | 2,498  | 
|Sandpiper                           |  |          | Garden    |     |              | Apr-00 |          |  | St. Petersburg, FL |       |  |              | 1984     |  |                  |                   | 276           |  |              |               | 1,578  |             |  |  | 9,379         |  |  |              | 1,281  |             |       |  | 1,578       |              |  |  | 10,660       |  |  |              | 12,238  |  |  |  | (3,460  | ) |  |  | 8,777   |  |  |  | 3,950  | 
|Sandpiper Cove                      |  |          | Garden    |     |              | Dec-97 |          |  | Boynton Beach, FL  |       |  |              | 1987     |  |                  |                   | 416           |  |              |               | 3,511  |             |  |  | 21,396        |  |  |              | 3,246  |             |       |  | 3,511       |              |  |  | 24,642       |  |  |              | 28,153  |  |  |  | (6,163  | ) |  |  | 21,990  |  |  |  | 11,634 | 
|Sands Point Apartments              |  |          | Garden    |     |              | Jan-00 |          |  | Phoenix, AZ        |       |  |              | 1985     |  |                  |                   | 432           |  |              |               | 2,247  |             |  |  | 15,496        |  |  |              | 1,523  |             |       |  | 2,247       |              |  |  | 17,019       |  |  |              | 19,266  |  |  |  | (6,387  | ) |  |  | 12,879  |  |  |  | 8,929  | 
|Sandwich Manor                      |  |          | Mid Rise  |     |              | Mar-02 |          |  | Sandwich, IL       |       |  |              | 1980     |  |                  |                   | 90            |  |              |               | 450    |             |  |  | 1,799         |  |  |              | 207    |             |       |  | 450         |              |  |  | 2,006        |  |  |              | 2,456   |  |  |  | (188    | ) |  |  | 2,268   |  |  |  | 1,280  | 
|Sandy Hill Terrace                  |  |          | High Rise |     |              | Mar-02 |          |  | Norristown, PA     |       |  |              | 1980     |  |                  |                   | 175           |  |              |               | 1,650  |             |  |  | 6,599         |  |  |              | 1,172  |             |       |  | 1,650       |              |  |  | 7,771        |  |  |              | 9,421   |  |  |  | (853    | ) |  |  | 8,567   |  |  |  | 4,605  | 
|Savannah Trace                      |  |          | Garden    |     |              | Mar-01 |          |  | Shaumburg, IL      |       |  |              | 1986     |  |                  |                   | 368           |  |              |               | 14,185 |             |  |  | 20,726        |  |  |              | 1,071  |             |       |  | 14,185      |              |  |  | 21,797       |  |  |              | 35,982  |  |  |  | (4,142  | ) |  |  | 31,840  |  |  |  | 22,971 | 
|Sawgrass                            |  |          | Garden    |     |              | Jul-97 |          |  | Orlando, FL        |       |  |              | 1986     |  |                  |                   | 208           |  |              |               | 1,442  |             |  |  | 8,137         |  |  |              | 1,747  |             |       |  | 1,442       |              |  |  | 9,883        |  |  |              | 11,325  |  |  |  | (2,876  | ) |  |  | 8,449   |  |  |  | 3,246  | 
|Scandia                             |  |          | Garden    |     |              | Oct-00 |          |  | Indianapolis, IN   |       |  |              | 1977     |  |                  |                   | 444           |  |              |               | 10,707 |             |  |  | 9,852         |  |  |              | 2,267  |             |       |  | 10,707      |              |  |  | 12,119       |  |  |              | 22,826  |  |  |  | (3,031  | ) |  |  | 19,796  |  |  |  | 13,212 | 
|Scotch Pines East                   |  |          | Garden    |     |              | Jul-00 |          |  | Ft. Collins, CO    |       |  |              | 1977     |  |                  |                   | 102           |  |              |               | 462    |             |  |  | 4,890         |  |  |              | 180    |             |       |  | 462         |              |  |  | 5,070        |  |  |              | 5,531   |  |  |  | (2,038  | ) |  |  | 3,493   |  |  |  | 2,800  | 
|Seaside Point Condominiums          |  |          | Garden    |     |              | Nov-96 |          |  | Galveston, TX      |       |  |              | 1985     |  |                  |                   | 102           |  |              |               | 513    |             |  |  | 3,045         |  |  |              | 4,144  |             |       |  | 513         |              |  |  | 7,188        |  |  |              | 7,701   |  |  |  | (1,264  | ) |  |  | 6,437   |  |  |  | 1,708  | 
|Shadetree                           |  |          | Garden    |     |              | Oct-97 |          |  | Tempe, AZ          |       |  |              | 1965     |  |                  |                   | 123           |  |              |               | 591    |             |  |  | 3,359         |  |  |              | 1,412  |             |       |  | 591         |              |  |  | 4,772        |  |  |              | 5,363   |  |  |  | (1,579  | ) |  |  | 3,784   |  |  |  | 1,660  | 
|Shadow Creek (AZ)                   |  |          | Garden    |     |              | May-98 |          |  | Phoenix, AZ        |       |  |              | 1984     |  |                  |                   | 266           |  |              |               | 2,016  |             |  |  | 11,886        |  |  |              | 1,209  |             |       |  | 2,016       |              |  |  | 13,095       |  |  |              | 15,111  |  |  |  | (3,956  | ) |  |  | 11,154  |  |  |  | 5,834  | 
|Shadow Lake                         |  |          | Garden    |     |              | Oct-97 |          |  | Greensboro, NC     |       |  |              | 1988     |  |                  |                   | 136           |  |              |               | 1,054  |             |  |  | 5,978         |  |  |              | 1,138  |             |       |  | 1,054       |              |  |  | 7,116        |  |  |              | 8,170   |  |  |  | (2,016  | ) |  |  | 6,154   |  |  |  | 2,607  | 
|Sharp-Leadenhall I                  |  |          | Town Home |     |              | Mar-04 |          |  | Baltimore, MD      |       |  |              | 1981     |  |                  |                   | 155           |  |              |               | 1,428  |             |  |  | 5,427         |  |  |              | 113    |             |       |  | 1,428       |              |  |  | 5,540        |  |  |              | 6,968   |  |  |  | (839    | ) |  |  | 6,129   |  |  |  | 5,838  | 
|Sharp-Leadenhall II                 |  |          | Town Home |     |              | Sep-03 |          |  | Baltimore, MD      |       |  |              | 1981     |  |                  |                   | 37            |  |              |               | 173    |             |  |  | 1,636         |  |  |              | 230    |             |       |  | 173         |              |  |  | 1,866        |  |  |              | 2,039   |  |  |  | (685    | ) |  |  | 1,355   |  |  |  | 1,195  | 
|Shenandoah Crossing                 |  |          | Garden    |     |              | Sep-00 |          |  | Fairfax, VA        |       |  |              | 1984     |  |                  |                   | 640           |  |              |               | 18,784 |             |  |  | 57,197        |  |  |              | 2,689  |             |       |  | 18,784      |              |  |  | 59,886       |  |  |              | 78,671  |  |  |  | (13,131 | ) |  |  | 65,539  |  |  |  | 31,615 | 
|Sheraton Towers                     |  |          | High Rise |     |              | Mar-02 |          |  | High Point, NC     |       |  |              | 1981     |  |                  |                   | 97            |  |              |               | 525    |             |  |  | 2,159         |  |  |              | 205    |             |       |  | 525         |              |  |  | 2,365        |  |  |              | 2,890   |  |  |  | (244    | ) |  |  | 2,645   |  |  |  | 3,347  | 
|Shoreview                           |  |          | Garden    |     |              | Oct-99 |          |  | San Francisco, CA  |       |  |              | 1976     |  |                  |                   | 156           |  |              |               | 510    |             |  |  | 8,732         |  |  |              | 8,970  |             |       |  | 510         |              |  |  | 17,703       |  |  |              | 18,213  |  |  |  | (4,194  | ) |  |  | 14,019  |  |  |  | 3,622  | 
|Signal Pointe                       |  |          | Garden    |     |              | Oct-99 |          |  | Winter Park, FL    |       |  |              | 1971     |  |                  |                   | 368           |  |              |               | 1,489  |             |  |  | 12,685        |  |  |              | 2,123  |             |       |  | 1,489       |              |  |  | 14,808       |  |  |              | 16,297  |  |  |  | (5,161  | ) |  |  | 11,137  |  |  |  | 7,977  | 

F-52



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##### Table of Contents



|                              |  |          |           |     |              |        |          |  |                      |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |         |  |  |  |         |   |  |  |         |  |  |  |         | 
|----------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | -------------------- | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ------ | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------- |  |  |  | ------- | - |  |  | ------- |  |  |  | ------- | 
|                              |  |          |           |     |              |        |          |  |                      |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                              |  |          |           |     |              |        |          |  |                      |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                              |  |          |           |     |              |        |          |  |                      |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                              |  |          |           | (1) |              |        |          |  |                      |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                              |  | Property |           |     | Date         |        |          |  | Year                 |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |        | Accumulated |       |  | Accumulated |              |  | 
|Property Name                 |  | Type     |           |     | Consolidated |        | Location |  |                      | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |        |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |        
|                              |  |          |           |     |              |        |          |  |                      |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |        |             |       |  |             |              |  |  |              |  |  |              |        
|Signature Point Apartments    |  |          | Garden    |     |              | Nov-96 |          |  | League City, TX      |       |  |              | 1994     |  |                  |                   | 304           |  |              |               | 2,810  |             |  |  | 17,579        |  |  |              | 1,504  |             |       |  | 2,810       |              |  |  | 19,083       |  |  |              | 21,893  |  |  |  | (3,612  | ) |  |  | 18,281  |  |  |  | 8,596   | 
|Silver Ridge                  |  |          | Garden    |     |              | Oct-98 |          |  | Maplewood, MN        |       |  |              | 1986     |  |                  |                   | 186           |  |              |               | 777    |             |  |  | 3,776         |  |  |              | 1,271  |             |       |  | 777         |              |  |  | 5,047        |  |  |              | 5,824   |  |  |  | (1,569  | ) |  |  | 4,255   |  |  |  | 4,525   | 
|Snowden Village I             |  |          | Garden    |     |              | Oct-99 |          |  | Fredericksburg, VA   |       |  |              | 1970     |  |                  |                   | 132           |  |              |               | 668    |             |  |  | 4,242         |  |  |              | 546    |             |       |  | 668         |              |  |  | 4,788        |  |  |              | 5,456   |  |  |  | (1,535  | ) |  |  | 3,921   |  |  |  | 4,177   | 
|Snowden Village II            |  |          | Garden    |     |              | Oct-99 |          |  | Fredericksburg, VA   |       |  |              | 1980     |  |                  |                   | 122           |  |              |               | 608    |             |  |  | 4,019         |  |  |              | 389    |             |       |  | 608         |              |  |  | 4,408        |  |  |              | 5,016   |  |  |  | (1,357  | ) |  |  | 3,660   |  |  |  | 2,301   | 
|Snug Harbor                   |  |          | Garden    |     |              | Dec-95 |          |  | Las Vegas, NV        |       |  |              | 1990     |  |                  |                   | 64            |  |              |               | 751    |             |  |  | 2,859         |  |  |              | 988    |             |       |  | 751         |              |  |  | 3,847        |  |  |              | 4,598   |  |  |  | (1,379  | ) |  |  | 3,219   |  |  |  | 2,075   | 
|Somerset at The Crossing      |  |          | Garden    |     |              | Sep-00 |          |  | Tucker, GA           |       |  |              | 1989     |  |                  |                   | 264           |  |              |               | 6,512  |             |  |  | 11,894        |  |  |              | 1,381  |             |       |  | 6,512       |              |  |  | 13,276       |  |  |              | 19,788  |  |  |  | (2,847  | ) |  |  | 16,940  |  |  |  | 10,000  | 
|Somerset Lakes                |  |          | Garden    |     |              | May-99 |          |  | Indianapolis, IN     |       |  |              | 1974     |  |                  |                   | 360           |  |              |               | 3,436  |             |  |  | 19,668        |  |  |              | 1,508  |             |       |  | 3,436       |              |  |  | 21,176       |  |  |              | 24,612  |  |  |  | (5,740  | ) |  |  | 18,872  |  |  |  | 12,580  | 
|Somerset Village              |  |          | Garden    |     |              | May-96 |          |  | West Valley City, UT |       |  |              | 1985     |  |                  |                   | 486           |  |              |               | 4,315  |             |  |  | 16,727        |  |  |              | 3,890  |             |       |  | 4,315       |              |  |  | 20,617       |  |  |              | 24,932  |  |  |  | (6,821  | ) |  |  | 18,110  |  |  |  | 10,477  | 
|South Bay Villa               |  |          | Garden    |     |              | Mar-02 |          |  | Los Angeles, CA      |       |  |              | 1981     |  |                  |                   | 80            |  |              |               | 690    |             |  |  | 2,770         |  |  |              | 315    |             |       |  | 690         |              |  |  | 3,085        |  |  |              | 3,775   |  |  |  | (485    | ) |  |  | 3,290   |  |  |  | 3,027   | 
|South Park                    |  |          | Garden    |     |              | Mar-02 |          |  | Elyria, OH           |       |  |              | 1970     |  |                  |                   | 138           |  |              |               | 200    |             |  |  | 931           |  |  |              | 403    |             |       |  | 200         |              |  |  | 1,334        |  |  |              | 1,534   |  |  |  | (244    | ) |  |  | 1,290   |  |  |  | 612     | 
|South Willow                  |  |          | Garden    |     |              | Jul-94 |          |  | West Jordan, UT      |       |  |              | 1987     |  |                  |                   | 440           |  |              |               | 2,224  |             |  |  | 12,075        |  |  |              | 3,289  |             |       |  | 2,224       |              |  |  | 15,364       |  |  |              | 17,588  |  |  |  | (5,853  | ) |  |  | 11,736  |  |  |  | 8,398   | 
|Southridge                    |  |          | Garden    |     |              | Dec-00 |          |  | Greenville, TX       |       |  |              | 1984     |  |                  |                   | 160           |  |              |               | 694    |             |  |  | 4,416         |  |  |              | 1,010  |             |       |  | 694         |              |  |  | 5,426        |  |  |              | 6,120   |  |  |  | (1,928  | ) |  |  | 4,192   |  |  |  | 3,466   | 
|Spectrum Pointe               |  |          | Garden    |     |              | Jul-94 |          |  | Marietta, GA         |       |  |              | 1984     |  |                  |                   | 196           |  |              |               | 1,029  |             |  |  | 5,651         |  |  |              | 2,190  |             |       |  | 1,029       |              |  |  | 7,842        |  |  |              | 8,871   |  |  |  | (3,044  | ) |  |  | 5,827   |  |  |  | 4,243   | 
|Springhill Lake               |  |          | Garden    |     |              | Apr-00 |          |  | Greenbelt, MD        |       |  |              | 1969     |  |                  |                   | 2,899         |  |              |               | 14,190 |             |  |  | 99,383        |  |  |              | 20,889 |             |       |  | 14,190      |              |  |  | 120,272      |  |  |              | 134,463 |  |  |  | (34,023 | ) |  |  | 100,440 |  |  |  | 113,500 | 
|Springhouse (GA)              |  |          | Garden    |     |              | Oct-02 |          |  | Augusta, GA          |       |  |              | 1985     |  |                  |                   | 244           |  |              |               | 2,030  |             |  |  | 7,397         |  |  |              | 239    |             |       |  | 2,030       |              |  |  | 7,636        |  |  |              | 9,666   |  |  |  | (889    | ) |  |  | 8,777   |  |  |  | 7,230   | 
|Springhouse (KY)              |  |          | Garden    |     |              | Mar-04 |          |  | Lexington, KY        |       |  |              | 1986     |  |                  |                   | 224           |  |              |               | 2,083  |             |  |  | 7,181         |  |  |              | 93     |             |       |  | 2,083       |              |  |  | 7,275        |  |  |              | 9,358   |  |  |  | (980    | ) |  |  | 8,378   |  |  |  | 6,797   | 
|Springhouse (SC)              |  |          | Garden    |     |              | Oct-02 |          |  | North Charleston, SC |       |  |              | 1986     |  |                  |                   | 248           |  |              |               | 3,543  |             |  |  | 10,331        |  |  |              | 166    |             |       |  | 3,543       |              |  |  | 10,498       |  |  |              | 14,041  |  |  |  | (1,652  | ) |  |  | 12,388  |  |  |  | 8,600   | 
|Springhouse (TX)              |  |          | Garden    |     |              | Oct-02 |          |  | Dallas, TX           |       |  |              | 1983     |  |                  |                   | 372           |  |              |               | 3,532  |             |  |  | 10,150        |  |  |              | 1,074  |             |       |  | 3,532       |              |  |  | 11,224       |  |  |              | 14,756  |  |  |  | (1,750  | ) |  |  | 13,006  |  |  |  | 10,300  | 
|Springhouse at Newport        |  |          | Garden    |     |              | Jul-02 |          |  | Newport News, VA     |       |  |              | 1986     |  |                  |                   | 432           |  |              |               | 5,507  |             |  |  | 14,499        |  |  |              | 743    |             |       |  | 5,507       |              |  |  | 15,242       |  |  |              | 20,749  |  |  |  | (4,362  | ) |  |  | 16,388  |  |  |  | 16,600  | 
|Springhouse I                 |  |          | Garden    |     |              | Mar-04 |          |  | Winston-Salem, NC    |       |  |              | 1984     |  |                  |                   | 249           |  |              |               | 1,742  |             |  |  | 6,278         |  |  |              | 125    |             |       |  | 1,742       |              |  |  | 6,403        |  |  |              | 8,145   |  |  |  | (982    | ) |  |  | 7,163   |  |  |  | 6,473   | 
|Springhouse II                |  |          | Garden    |     |              | Oct-02 |          |  | Winston-Salem, NC    |       |  |              | 1984     |  |                  |                   | 184           |  |              |               | 1,154  |             |  |  | 5,912         |  |  |              | 457    |             |       |  | 1,154       |              |  |  | 6,369        |  |  |              | 7,522   |  |  |  | (742    | ) |  |  | 6,780   |  |  |  | 4,902   | 
|Springwoods at Lake Ridge     |  |          | Garden    |     |              | Jul-02 |          |  | Lake Ridge, VA       |       |  |              | 1984     |  |                  |                   | 180           |  |              |               | 2,797  |             |  |  | 9,360         |  |  |              | 138    |             |       |  | 2,797       |              |  |  | 9,497        |  |  |              | 12,294  |  |  |  | (2,013  | ) |  |  | 10,281  |  |  |  | 7,266   | 
|Spyglass                      |  |          | Garden    |     |              | Oct-02 |          |  | Indianapolis, IN     |       |  |              | 1979     |  |                  |                   | 120           |  |              |               | 986    |             |  |  | 3,985         |  |  |              | 411    |             |       |  | 986         |              |  |  | 4,396        |  |  |              | 5,383   |  |  |  | (928    | ) |  |  | 4,455   |  |  |  | 2,892   | 
|Spyglass at Cedar Cove        |  |          | Garden    |     |              | Sep-00 |          |  | Lexington Park, MD   |       |  |              | 1985     |  |                  |                   | 152           |  |              |               | 3,289  |             |  |  | 5,097         |  |  |              | 663    |             |       |  | 3,289       |              |  |  | 5,760        |  |  |              | 9,049   |  |  |  | (1,165  | ) |  |  | 7,884   |  |  |  | 4,381   | 
|Stafford                      |  |          | High Rise |     |              | Oct-02 |          |  | Baltimore, MD        |       |  |              | 1889     |  |                  |                   | 96            |  |              |               | 706    |             |  |  | 4,032         |  |  |              | 510    |             |       |  | 706         |              |  |  | 4,543        |  |  |              | 5,249   |  |  |  | (1,296  | ) |  |  | 3,953   |  |  |  |        | 
|Steeplechase                  |  |          | Garden    |     |              | Oct-00 |          |  | Williamsburg, VA     |       |  |              | 1986     |  |                  |                   | 220           |  |              |               | 7,695  |             |  |  | 8,055         |  |  |              | 943    |             |       |  | 7,695       |              |  |  | 8,997        |  |  |              | 16,693  |  |  |  | (1,834  | ) |  |  | 14,858  |  |  |  | 12,425  | 
|Steeplechase (MD)             |  |          | Garden    |     |              | Sep-00 |          |  | Largo, MD            |       |  |              | 1986     |  |                  |                   | 240           |  |              |               | 3,733  |             |  |  | 16,111        |  |  |              | 857    |             |       |  | 3,733       |              |  |  | 16,968       |  |  |              | 20,701  |  |  |  | (3,008  | ) |  |  | 17,693  |  |  |  | 11,947  | 
|Steeplechase (OH)             |  |          | Garden    |     |              | May-99 |          |  | Loveland, OH         |       |  |              | 1988     |  |                  |                   | 272           |  |              |               | 1,975  |             |  |  | 9,264         |  |  |              | 1,187  |             |       |  | 1,975       |              |  |  | 10,451       |  |  |              | 12,426  |  |  |  | (2,927  | ) |  |  | 9,499   |  |  |  | 7,507   | 
|Steeplechase (TX)             |  |          | Garden    |     |              | Jul-02 |          |  | Plano, TX            |       |  |              | 1985     |  |                  |                   | 368           |  |              |               | 6,539  |             |  |  | 9,596         |  |  |              | 579    |             |       |  | 6,539       |              |  |  | 10,175       |  |  |              | 16,714  |  |  |  | (1,054  | ) |  |  | 15,660  |  |  |  | 14,200  | 
|Steeplechase (VA)             |  |          | Garden    |     |              | Oct-02 |          |  | Fredricksburg, VA    |       |  |              | 1985     |  |                  |                   | 156           |  |              |               | 4,358  |             |  |  | 4,746         |  |  |              | 210    |             |       |  | 4,358       |              |  |  | 4,956        |  |  |              | 9,314   |  |  |  | (549    | ) |  |  | 8,765   |  |  |  | 5,035   | 
|Sterling Apartment Homes, The |  |          | Garden    |     |              | Oct-99 |          |  | Philadelphia, PA     |       |  |              | 1962     |  |                  |                   | 536           |  |              |               | 9,034  |             |  |  | 53,042        |  |  |              | 4,413  |             |       |  | 9,034       |              |  |  | 57,455       |  |  |              | 66,489  |  |  |  | (17,496 | ) |  |  | 48,993  |  |  |  | 21,365  | 
|Sterling Village              |  |          | Garden    |     |              | Mar-02 |          |  | San Bernadino, CA    |       |  |              | 1983     |  |                  |                   | 80            |  |              |               | 1,177  |             |  |  | 2,925         |  |  |              | 88     |             |       |  | 1,177       |              |  |  | 3,013        |  |  |              | 4,190   |  |  |  | (350    | ) |  |  | 3,840   |  |  |  | 1,973   | 
|Stirling Court Apartments     |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX          |       |  |              | 1984     |  |                  |                   | 228           |  |              |               | 913    |             |  |  | 4,953         |  |  |              | 1,536  |             |       |  | 913         |              |  |  | 6,489        |  |  |              | 7,402   |  |  |  | (1,499  | ) |  |  | 5,903   |  |  |  | 4,038   | 
|Stone Creek Club              |  |          | Garden    |     |              | Sep-00 |          |  | Germantown, MD       |       |  |              | 1984     |  |                  |                   | 240           |  |              |               | 13,808 |             |  |  | 9,347         |  |  |              | 1,695  |             |       |  | 13,808      |              |  |  | 11,042       |  |  |              | 24,850  |  |  |  | (3,479  | ) |  |  | 21,371  |  |  |  | 12,091  | 
|Stone Point Village           |  |          | Garden    |     |              | Dec-99 |          |  | Fort Wayne, IN       |       |  |              | 1980     |  |                  |                   | 296           |  |              |               | 1,805  |             |  |  | 8,636         |  |  |              | 1,805  |             |       |  | 1,805       |              |  |  | 10,442       |  |  |              | 12,247  |  |  |  | (2,136  | ) |  |  | 10,110  |  |  |  | 5,432   | 
|Stonebrook                    |  |          | Garden    |     |              | Jun-97 |          |  | Sanford, FL          |       |  |              | 1991     |  |                  |                   | 244           |  |              |               | 1,582  |             |  |  | 8,587         |  |  |              | 2,373  |             |       |  | 1,582       |              |  |  | 10,959       |  |  |              | 12,541  |  |  |  | (3,311  | ) |  |  | 9,230   |  |  |  | 6,493   | 
|Stonebrook II                 |  |          | Garden    |     |              | Mar-99 |          |  | Sanford, FL          |       |  |              | 1998     |  |                  |                   | 112           |  |              |               | 488    |             |  |  | 8,736         |  |  |              | 187    |             |       |  | 488         |              |  |  | 8,922        |  |  |              | 9,410   |  |  |  | (988    | ) |  |  | 8,423   |  |  |  | 3,419   | 
|Stonegate Village             |  |          | Garden    |     |              | Oct-00 |          |  | New Castle, IN       |       |  |              | 1970     |  |                  |                   | 122           |  |              |               | 152    |             |  |  | 2,286         |  |  |              | 377    |             |       |  | 152         |              |  |  | 2,664        |  |  |              | 2,815   |  |  |  | (276    | ) |  |  | 2,539   |  |  |  | 726     | 
|Stoney Brook Apartments       |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX          |       |  |              | 1972     |  |                  |                   | 113           |  |              |               | 275    |             |  |  | 1,865         |  |  |              | 1,172  |             |       |  | 275         |              |  |  | 3,037        |  |  |              | 3,312   |  |  |  | (449    | ) |  |  | 2,863   |  |  |  | 2,328   | 
|Stonybrook                    |  |          | Garden    |     |              | May-98 |          |  | Tucson, AZ           |       |  |              | 1983     |  |                  |                   | 411           |  |              |               | 2,167  |             |  |  | 12,670        |  |  |              | 1,392  |             |       |  | 2,167       |              |  |  | 14,062       |  |  |              | 16,229  |  |  |  | (4,356  | ) |  |  | 11,873  |  |  |  | 5,598   | 
|Stratford, The (TX)           |  |          | Garden    |     |              | May-98 |          |  | San Antonio, TX      |       |  |              | 1979     |  |                  |                   | 269           |  |              |               | 1,825  |             |  |  | 10,748        |  |  |              | 1,267  |             |       |  | 1,825       |              |  |  | 12,015       |  |  |              | 13,840  |  |  |  | (3,792  | ) |  |  | 10,048  |  |  |  | 4,990   | 
|Strawbridge Square            |  |          | Garden    |     |              | Oct-99 |          |  | Alexandria, VA       |       |  |              | 1979     |  |                  |                   | 128           |  |              |               | 662    |             |  |  | 3,508         |  |  |              | 2,177  |             |       |  | 662         |              |  |  | 5,685        |  |  |              | 6,347   |  |  |  | (737    | ) |  |  | 5,610   |  |  |  | 7,709   | 
|Sugar Bush                    |  |          | Garden    |     |              | Oct-02 |          |  | Muncie, IN           |       |  |              | 1981     |  |                  |                   | 240           |  |              |               | 1,423  |             |  |  | 7,078         |  |  |              | 415    |             |       |  | 1,423       |              |  |  | 7,493        |  |  |              | 8,916   |  |  |  | (1,589  | ) |  |  | 7,327   |  |  |  | 5,561   | 
|Summit Creek                  |  |          | Garden    |     |              | May-98 |          |  | Austin, TX           |       |  |              | 1985     |  |                  |                   | 164           |  |              |               | 1,212  |             |  |  | 6,037         |  |  |              | 671    |             |       |  | 1,212       |              |  |  | 6,708        |  |  |              | 7,920   |  |  |  | (1,503  | ) |  |  | 6,418   |  |  |  | 3,336   | 
|Sun Lake                      |  |          | Garden    |     |              | May-98 |          |  | Lake Mary, FL        |       |  |              | 1986     |  |                  |                   | 600           |  |              |               | 4,551  |             |  |  | 25,543        |  |  |              | 3,425  |             |       |  | 4,551       |              |  |  | 28,967       |  |  |              | 33,518  |  |  |  | (8,670  | ) |  |  | 24,849  |  |  |  | 13,536  | 
|Sun River Village             |  |          | Garden    |     |              | Oct-99 |          |  | Tempe, AZ            |       |  |              | 1981     |  |                  |                   | 334           |  |              |               | 1,864  |             |  |  | 13,867        |  |  |              | 1,409  |             |       |  | 1,864       |              |  |  | 15,276       |  |  |              | 17,140  |  |  |  | (5,727  | ) |  |  | 11,413  |  |  |  | 9,128   | 
|Sunbury Downs Apartments      |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX          |       |  |              | 1982     |  |                  |                   | 240           |  |              |               | 937    |             |  |  | 6,059         |  |  |              | 1,625  |             |       |  | 937         |              |  |  | 7,684        |  |  |              | 8,621   |  |  |  | (1,802  | ) |  |  | 6,819   |  |  |  | 4,572   | 
|Sunlake                       |  |          | Garden    |     |              | Sep-98 |          |  | Brandon, FL          |       |  |              | 1986     |  |                  |                   | 88            |  |              |               | 610    |             |  |  | 4,062         |  |  |              | 706    |             |       |  | 610         |              |  |  | 4,768        |  |  |              | 5,378   |  |  |  | (1,601  | ) |  |  | 3,777   |  |  |  | 2,365   | 
|Sunland Terrace               |  |          | Garden    |     |              | Mar-02 |          |  | Phoenix, AZ          |       |  |              | 1984     |  |                  |                   | 80            |  |              |               | 490    |             |  |  | 1,963         |  |  |              | 204    |             |       |  | 490         |              |  |  | 2,167        |  |  |              | 2,657   |  |  |  | (318    | ) |  |  | 2,338   |  |  |  | 2,169   | 
|Sunrunner                     |  |          | Garden    |     |              | Jan-00 |          |  | St. Petersburg, FL   |       |  |              | 1980     |  |                  |                   | 200           |  |              |               | 693    |             |  |  | 6,854         |  |  |              | 581    |             |       |  | 693         |              |  |  | 7,435        |  |  |              | 8,128   |  |  |  | (3,053  | ) |  |  | 5,075   |  |  |  | 4,263   | 

F-53



---



##### Table of Contents



|                                |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |       |             |       |  |             |              |  |  |              |  |  |              |        |  |  |  |         |   |  |  |        |  |  |  |        | 
|------------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | --------------------- | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ----- | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------ |  |  |  | ------- | - |  |  | ------ |  |  |  | ------ | 
|                                |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                                |  |          |           |     |              |        |          |  |                       |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                                |  |          |           |     |              |        |          |  |                       |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                                |  |          |           | (1) |              |        |          |  |                       |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                                |  | Property |           |     | Date         |        |          |  | Year                  |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |       | Accumulated |       |  | Accumulated |              |  | 
|Property Name                   |  | Type     |           |     | Consolidated |        | Location |  |                       | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |       |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |       
|                                |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |       |             |       |  |             |              |  |  |              |  |  |              |       
|Sunset Village                  |  |          | Garden    |     |              | Jul-98 |          |  | Oceanside, CA         |       |  |              | 1987     |  |                  |                   | 114           |  |              |               | 1,127  |             |  |  | 6,395         |  |  |              | 856   |             |       |  | 1,127       |              |  |  | 7,252        |  |  |              | 8,379  |  |  |  | (1,888  | ) |  |  | 6,491  |  |  |  | 7,802  | 
|Sunstone                        |  |          | Garden    |     |              | Jul-01 |          |  | Chapel Hill, NC       |       |  |              | 1985     |  |                  |                   | 260           |  |              |               | 5,976  |             |  |  | 9,058         |  |  |              | 744   |             |       |  | 5,976       |              |  |  | 9,802        |  |  |              | 15,778 |  |  |  | (1,950  | ) |  |  | 13,828 |  |  |  | 10,905 | 
|Swiss Village Apartments        |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX           |       |  |              | 1972     |  |                  |                   | 360           |  |              |               | 1,760  |             |  |  | 9,325         |  |  |              | 7,358 |             |       |  | 1,760       |              |  |  | 16,682       |  |  |              | 18,442 |  |  |  | (3,024  | ) |  |  | 15,419 |  |  |  | 6,500  | 
|Sycamore Creek                  |  |          | Garden    |     |              | Apr-00 |          |  | Cincinnati ,OH        |       |  |              | 1978     |  |                  |                   | 295           |  |              |               | 1,990  |             |  |  | 9,643         |  |  |              | 2,558 |             |       |  | 1,990       |              |  |  | 12,201       |  |  |              | 14,190 |  |  |  | (2,964  | ) |  |  | 11,226 |  |  |  | 7,543  | 
|Talbot Woods                    |  |          | Garden    |     |              | Sep-04 |          |  | Middleboro, MA        |       |  |              | 1969     |  |                  |                   | 121           |  |              |               | 5,612  |             |  |  | 4,719         |  |  |              | 28    |             |       |  | 5,612       |              |  |  | 4,747        |  |  |              | 10,359 |  |  |  | (71     | ) |  |  | 10,288 |  |  |  |       | 
|Tamarac Pines I                 |  |          | Garden    |     |              | Nov-04 |          |  | Woodlands, TX         |       |  |              | 1979     |  |                  |                   | 144           |  |              |               | 227    |             |  |  | 2,294         |  |  |              | 24    |             |       |  | 227         |              |  |  | 2,317        |  |  |              | 2,545  |  |  |  | (517    | ) |  |  | 2,028  |  |  |  | 2,118  | 
|Tamarac Pines II                |  |          | Garden    |     |              | Nov-04 |          |  | Woodlands, TX         |       |  |              | 1980     |  |                  |                   | 156           |  |              |               | 291    |             |  |  | 2,714         |  |  |              | 35    |             |       |  | 291         |              |  |  | 2,749        |  |  |              | 3,041  |  |  |  | (626    | ) |  |  | 2,415  |  |  |  | 2,469  | 
|Tamarac Village                 |  |          | Garden    |     |              | Apr-00 |          |  | Denver, CO            |       |  |              | 1979     |  |                  |                   | 564           |  |              |               | 3,460  |             |  |  | 21,675        |  |  |              | 2,844 |             |       |  | 3,460       |              |  |  | 24,519       |  |  |              | 27,979 |  |  |  | (8,236  | ) |  |  | 19,743 |  |  |  | 19,225 | 
|Tar River Estates               |  |          | Garden    |     |              | Oct-99 |          |  | Greenville, NC        |       |  |              | 1969     |  |                  |                   | 220           |  |              |               | 1,292  |             |  |  | 14,039        |  |  |              | 2,703 |             |       |  | 1,292       |              |  |  | 16,742       |  |  |              | 18,034 |  |  |  | (3,660  | ) |  |  | 14,374 |  |  |  | 4,823  | 
|Tatum Gardens                   |  |          | Garden    |     |              | May-98 |          |  | Phoenix, AZ           |       |  |              | 1985     |  |                  |                   | 128           |  |              |               | 1,323  |             |  |  | 7,155         |  |  |              | 683   |             |       |  | 1,323       |              |  |  | 7,838        |  |  |              | 9,161  |  |  |  | (2,739  | ) |  |  | 6,423  |  |  |  | 3,451  | 
|The Parkways                    |  |          | Garden    |     |              | Jun-04 |          |  | Chicago, IL           |       |  |              | 1925     |  |                  |                   | 446           |  |              |               | 3,769  |             |  |  | 23,257        |  |  |              | 1,744 |             |       |  | 3,769       |              |  |  | 25,001       |  |  |              | 28,770 |  |  |  | (1,909  | ) |  |  | 26,861 |  |  |  | 24,815 | 
|The Tempo                       |  |          | High Rise |     |              | Sep-04 |          |  | New York, NY          |       |  |              | 1928     |  |                  |                   | 202           |  |              |               | 68,320 |             |  |  | 12,140        |  |  |              | 13    |             |       |  | 68,320      |              |  |  | 12,153       |  |  |              | 80,473 |  |  |  | (87     | ) |  |  | 80,386 |  |  |  | 32,969 | 
|Tide Mill                       |  |          | Garden    |     |              | Oct-02 |          |  | Salisbury, MD         |       |  |              | 1987     |  |                  |                   | 104           |  |              |               | 1,012  |             |  |  | 4,427         |  |  |              | 190   |             |       |  | 1,012       |              |  |  | 4,617        |  |  |              | 5,628  |  |  |  | (683    | ) |  |  | 4,946  |  |  |  | 2,591  | 
|Timber Ridge                    |  |          | Garden    |     |              | Oct-99 |          |  | Sharonville, OH       |       |  |              | 1972     |  |                  |                   | 248           |  |              |               | 1,184  |             |  |  | 8,077         |  |  |              | 960   |             |       |  | 1,184       |              |  |  | 9,036        |  |  |              | 10,220 |  |  |  | (2,604  | ) |  |  | 7,616  |  |  |  | 5,200  | 
|Timbermill                      |  |          | Garden    |     |              | Oct-95 |          |  | San Antonio, TX       |       |  |              | 1982     |  |                  |                   | 296           |  |              |               | 778    |             |  |  | 4,457         |  |  |              | 2,056 |             |       |  | 778         |              |  |  | 6,512        |  |  |              | 7,290  |  |  |  | (2,325  | ) |  |  | 4,966  |  |  |  | 2,958  | 
|Timbertree                      |  |          | Garden    |     |              | Oct-97 |          |  | Phoenix, AZ           |       |  |              | 1980     |  |                  |                   | 387           |  |              |               | 2,292  |             |  |  | 13,000        |  |  |              | 2,583 |             |       |  | 2,292       |              |  |  | 15,583       |  |  |              | 17,875 |  |  |  | (4,680  | ) |  |  | 13,195 |  |  |  | 6,359  | 
|Tompkins Terrace                |  |          | Garden    |     |              | Oct-02 |          |  | Beacon, NY            |       |  |              | 1974     |  |                  |                   | 193           |  |              |               | 872    |             |  |  | 4,943         |  |  |              | 899   |             |       |  | 872         |              |  |  | 5,843        |  |  |              | 6,715  |  |  |  | (607    | ) |  |  | 6,107  |  |  |  | 3,025  | 
|Township At Highlands           |  |          | Garden    |     |              | Nov-96 |          |  | Littleton, CO         |       |  |              | 1986     |  |                  |                   | 161           |  |              |               | 1,825  |             |  |  | 9,773         |  |  |              | 3,531 |             |       |  | 1,825       |              |  |  | 13,305       |  |  |              | 15,130 |  |  |  | (3,464  | ) |  |  | 11,666 |  |  |  |       | 
|Trails                          |  |          | Garden    |     |              | Apr-02 |          |  | Nashville, TN         |       |  |              | 1985     |  |                  |                   | 248           |  |              |               | 687    |             |  |  | 10,261        |  |  |              | 275   |             |       |  | 687         |              |  |  | 10,536       |  |  |              | 11,223 |  |  |  | (4,507  | ) |  |  | 6,716  |  |  |  | 4,063  | 
|Trails of Ashford               |  |          | Garden    |     |              | May-98 |          |  | Houston, TX           |       |  |              | 1979     |  |                  |                   | 514           |  |              |               | 2,650  |             |  |  | 14,985        |  |  |              | 2,605 |             |       |  | 2,650       |              |  |  | 17,590       |  |  |              | 20,240 |  |  |  | (5,380  | ) |  |  | 14,860 |  |  |  | 7,595  | 
|Treehouse II Apartments         |  |          | Garden    |     |              | Jan-00 |          |  | College Station, TX   |       |  |              | 1982     |  |                  |                   | 156           |  |              |               | 510    |             |  |  | 3,915         |  |  |              | 273   |             |       |  | 510         |              |  |  | 4,187        |  |  |              | 4,697  |  |  |  | (1,110  | ) |  |  | 3,587  |  |  |  | 1,587  | 
|Treetops                        |  |          | Garden    |     |              | Mar-01 |          |  | San Bruno, CA         |       |  |              | 1987     |  |                  |                   | 308           |  |              |               | 3,762  |             |  |  | 62,460        |  |  |              | 1,954 |             |       |  | 3,762       |              |  |  | 64,413       |  |  |              | 68,176 |  |  |  | (10,227 | ) |  |  | 57,949 |  |  |  | 34,692 | 
|Trestletree Village             |  |          | Garden    |     |              | Mar-02 |          |  | Atlanta, GA           |       |  |              | 1981     |  |                  |                   | 188           |  |              |               | 1,150  |             |  |  | 4,655         |  |  |              | 464   |             |       |  | 1,150       |              |  |  | 5,119        |  |  |              | 6,269  |  |  |  | (675    | ) |  |  | 5,594  |  |  |  | 4,039  | 
|Trinity Apartments              |  |          | Garden    |     |              | Dec-97 |          |  | Irving, TX            |       |  |              | 1985     |  |                  |                   | 496           |  |              |               | 2,052  |             |  |  | 12,387        |  |  |              | 2,493 |             |       |  | 2,052       |              |  |  | 14,880       |  |  |              | 16,932 |  |  |  | (3,966  | ) |  |  | 12,966 |  |  |  | 6,270  | 
|Trinity Place                   |  |          | Garden    |     |              | Oct-02 |          |  | Middletown, OH        |       |  |              | 1982     |  |                  |                   | 200           |  |              |               | 1,459  |             |  |  | 7,700         |  |  |              | 153   |             |       |  | 1,459       |              |  |  | 7,853        |  |  |              | 9,312  |  |  |  | (845    | ) |  |  | 8,467  |  |  |  | 6,071  | 
|Twentynine Palms                |  |          | Garden    |     |              | Mar-02 |          |  | Twenty-Nine Palms, CA |       |  |              | 1983     |  |                  |                   | 48            |  |              |               | 310    |             |  |  | 1,247         |  |  |              | 120   |             |       |  | 310         |              |  |  | 1,367        |  |  |              | 1,677  |  |  |  | (193    | ) |  |  | 1,484  |  |  |  | 1,479  | 
|Twin Lake Towers                |  |          | High Rise |     |              | Oct-99 |          |  | Westmont, IL          |       |  |              | 1969     |  |                  |                   | 399           |  |              |               | 2,511  |             |  |  | 19,878        |  |  |              | 4,861 |             |       |  | 2,511       |              |  |  | 24,739       |  |  |              | 27,250 |  |  |  | (10,605 | ) |  |  | 16,644 |  |  |  | 11,461 | 
|Twin Lakes Apartments           |  |          | Garden    |     |              | Apr-00 |          |  | Palm Harbor, FL       |       |  |              | 1986     |  |                  |                   | 262           |  |              |               | 2,024  |             |  |  | 12,785        |  |  |              | 1,401 |             |       |  | 2,024       |              |  |  | 14,186       |  |  |              | 16,210 |  |  |  | (4,505  | ) |  |  | 11,706 |  |  |  | 6,531  | 
|University Woods II             |  |          | Garden    |     |              | Oct-02 |          |  | Fairborn, OH          |       |  |              | 1983     |  |                  |                   | 42            |  |              |               | 340    |             |  |  | 2,054         |  |  |              | 38    |             |       |  | 340         |              |  |  | 2,091        |  |  |              | 2,432  |  |  |  | (688    | ) |  |  | 1,744  |  |  |  | 1,226  | 
|Van Nuys Apartments             |  |          | High Rise |     |              | Mar-02 |          |  | Los Angeles, CA       |       |  |              | 1981     |  |                  |                   | 299           |  |              |               | 4,337  |             |  |  | 16,377        |  |  |              | 688   |             |       |  | 4,337       |              |  |  | 17,065       |  |  |              | 21,402 |  |  |  | (1,809  | ) |  |  | 19,593 |  |  |  | 17,302 | 
|Vantage Pointe                  |  |          | Mid Rise  |     |              | Aug-02 |          |  | Swampscott, MA        |       |  |              | 1987     |  |                  |                   | 96            |  |              |               | 4,749  |             |  |  | 10,089        |  |  |              | 529   |             |       |  | 4,749       |              |  |  | 10,618       |  |  |              | 15,367 |  |  |  | (1,333  | ) |  |  | 14,034 |  |  |  | 9,106  | 
|Ventura Landing                 |  |          | Garden    |     |              | Oct-02 |          |  | Orlando, FL           |       |  |              | 1973     |  |                  |                   | 184           |  |              |               | 830    |             |  |  | 8,279         |  |  |              | 480   |             |       |  | 830         |              |  |  | 8,759        |  |  |              | 9,589  |  |  |  | (3,683  | ) |  |  | 5,906  |  |  |  | 3,871  | 
|Verandahs at Hunt Club          |  |          | Garden    |     |              | Jul-02 |          |  | Apopka, FL            |       |  |              | 1985     |  |                  |                   | 210           |  |              |               | 1,877  |             |  |  | 8,400         |  |  |              | 307   |             |       |  | 1,877       |              |  |  | 8,708        |  |  |              | 10,585 |  |  |  | (382    | ) |  |  | 10,203 |  |  |  | 7,315  | 
|Versailles                      |  |          | Garden    |     |              | Apr-02 |          |  | Fort Wayne, IN        |       |  |              | 1969     |  |                  |                   | 156           |  |              |               | 370    |             |  |  | 6,117         |  |  |              | 366   |             |       |  | 370         |              |  |  | 6,483        |  |  |              | 6,854  |  |  |  | (2,158  | ) |  |  | 4,696  |  |  |  | 2,308  | 
|Victory Square                  |  |          | Garden    |     |              | Mar-02 |          |  | Canton, OH            |       |  |              | 1975     |  |                  |                   | 81            |  |              |               | 215    |             |  |  | 889           |  |  |              | 162   |             |       |  | 215         |              |  |  | 1,052        |  |  |              | 1,267  |  |  |  | (175    | ) |  |  | 1,091  |  |  |  | 920    | 
|Villa Del Sol                   |  |          | Garden    |     |              | Mar-02 |          |  | Norwalk, CA           |       |  |              | 1972     |  |                  |                   | 120           |  |              |               | 7,294  |             |  |  | 4,861         |  |  |              | 804   |             |       |  | 7,294       |              |  |  | 5,665        |  |  |              | 12,959 |  |  |  | (709    | ) |  |  | 12,249 |  |  |  | 4,796  | 
|Villa Hermosa Apartments        |  |          | Mid Rise  |     |              | Oct-02 |          |  | New York, NY          |       |  |              | 1920     |  |                  |                   | 272           |  |              |               | 1,821  |             |  |  | 10,307        |  |  |              | 1,498 |             |       |  | 1,821       |              |  |  | 11,805       |  |  |              | 13,626 |  |  |  | (3,175  | ) |  |  | 10,451 |  |  |  | 7,791  | 
|Villa La Paz                    |  |          | Garden    |     |              | Jun-98 |          |  | Sun City, CA          |       |  |              | 1990     |  |                  |                   | 96            |  |              |               | 573    |             |  |  | 3,370         |  |  |              | 487   |             |       |  | 573         |              |  |  | 3,857        |  |  |              | 4,430  |  |  |  | (976    | ) |  |  | 3,454  |  |  |  | 2,895  | 
|Villa Nova Apartments           |  |          | Garden    |     |              | Apr-00 |          |  | Indianapolis, IN      |       |  |              | 1972     |  |                  |                   | 126           |  |              |               | 628    |             |  |  | 3,732         |  |  |              | 865   |             |       |  | 628         |              |  |  | 4,597        |  |  |              | 5,225  |  |  |  | (792    | ) |  |  | 4,433  |  |  |  |       | 
|Village Creek at Brookhill      |  |          | Garden    |     |              | Jul-94 |          |  | Westminster, CO       |       |  |              | 1987     |  |                  |                   | 324           |  |              |               | 2,446  |             |  |  | 13,261        |  |  |              | 2,873 |             |       |  | 2,446       |              |  |  | 16,134       |  |  |              | 18,580 |  |  |  | (5,986  | ) |  |  | 12,594 |  |  |  | 13,649 | 
|Village Crossing                |  |          | Garden    |     |              | May-98 |          |  | W. Palm Beach, FL     |       |  |              | 1986     |  |                  |                   | 189           |  |              |               | 1,618  |             |  |  | 9,757         |  |  |              | 1,439 |             |       |  | 1,618       |              |  |  | 11,196       |  |  |              | 12,814 |  |  |  | (3,306  | ) |  |  | 9,508  |  |  |  | 7,000  | 
|Village East                    |  |          | Garden    |     |              | Jul-00 |          |  | Colorado Springs, CO  |       |  |              | 1972     |  |                  |                   | 137           |  |              |               | 873    |             |  |  | 5,819         |  |  |              | 769   |             |       |  | 873         |              |  |  | 6,588        |  |  |              | 7,461  |  |  |  | (2,415  | ) |  |  | 5,047  |  |  |  | 2,150  | 
|Village Gardens                 |  |          | Garden    |     |              | Oct-99 |          |  | Fort Collins, CO      |       |  |              | 1973     |  |                  |                   | 141           |  |              |               | 883    |             |  |  | 5,996         |  |  |              | 563   |             |       |  | 883         |              |  |  | 6,559        |  |  |              | 7,442  |  |  |  | (2,217  | ) |  |  | 5,225  |  |  |  | 4,061  | 
|Village Green Altamonte Springs |  |          | Garden    |     |              | Oct-02 |          |  | Altamonte Springs, FL |       |  |              | 1970     |  |                  |                   | 164           |  |              |               | 571    |             |  |  | 6,577         |  |  |              | 253   |             |       |  | 571         |              |  |  | 6,830        |  |  |              | 7,402  |  |  |  | (2,407  | ) |  |  | 4,995  |  |  |  | 3,284  | 
|Village Grove                   |  |          | Garden    |     |              | Mar-02 |          |  | Corona, CA            |       |  |              | 1974     |  |                  |                   | 104           |  |              |               | 2,722  |             |  |  | 5,985         |  |  |              | 668   |             |       |  | 2,722       |              |  |  | 6,652        |  |  |              | 9,374  |  |  |  | (797    | ) |  |  | 8,578  |  |  |  | 3,552  | 
|Village in the Woods            |  |          | Garden    |     |              | Jan-00 |          |  | Cypress, TX           |       |  |              | 1983     |  |                  |                   | 530           |  |              |               | 2,172  |             |  |  | 17,600        |  |  |              | 2,227 |             |       |  | 2,172       |              |  |  | 19,828       |  |  |              | 22,000 |  |  |  | (6,934  | ) |  |  | 15,065 |  |  |  | 12,858 | 
|Village of Pennbrook            |  |          | Garden    |     |              | Oct-98 |          |  | Levitown, PA          |       |  |              | 1970     |  |                  |                   | 722           |  |              |               | 5,651  |             |  |  | 42,902        |  |  |              | 1,994 |             |       |  | 5,651       |              |  |  | 44,897       |  |  |              | 50,548 |  |  |  | (11,094 | ) |  |  | 39,454 |  |  |  | 27,855 | 
|Village, The                    |  |          | Garden    |     |              | Jan-00 |          |  | Barndon, FL           |       |  |              | 1986     |  |                  |                   | 112           |  |              |               | 572    |             |  |  | 5,714         |  |  |              | 630   |             |       |  | 572         |              |  |  | 6,344        |  |  |              | 6,916  |  |  |  | (2,107  | ) |  |  | 4,809  |  |  |  | 3,377  | 
|Villas (VA)                     |  |          | Garden    |     |              | Mar-00 |          |  | Portsmouth, VA        |       |  |              | 1977     |  |                  |                   | 196           |  |              |               | 689    |             |  |  | 4,519         |  |  |              | 496   |             |       |  | 689         |              |  |  | 5,015        |  |  |              | 5,704  |  |  |  | (1,852  | ) |  |  | 3,853  |  |  |  | 2,522  | 

F-54



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##### Table of Contents



|                              |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |       |             |       |  |             |              |  |  |              |  |  |              |        |  |  |  |        |   |  |  |        |  |  |  |        | 
|----------------------------- |  | -------- | --------- | --- | ------------ | ------ | -------- |  | --------------------- | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | ------ | ----------- |  |  | ------------- |  |  | ------------ | ----- | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ------ |  |  |  | ------ | - |  |  | ------ |  |  |  | ------ | 
|                              |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                              |  |          |           |     |              |        |          |  |                       |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                              |  |          |           |     |              |        |          |  |                       |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |        |             | 
|                              |  |          |           | (1) |              |        |          |  |                       |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |        |             | 
|                              |  | Property |           |     | Date         |        |          |  | Year                  |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |        |             |  |  | Buildings and |  |  |              |       | Accumulated |       |  | Accumulated |              |  | 
|Property Name                 |  | Type     |           |     | Consolidated |        | Location |  |                       | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |        | Acquisition |  |  | Land          |  |  | Improvements |       |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |       
|                              |  |          |           |     |              |        |          |  |                       |       |  |              |          |  |                  |                   |               |  |              |               |        |             |  |  |               |  |  |              |       |             |       |  |             |              |  |  |              |  |  |              |       
|Villas at Little Turtle       |  |          | Garden    |     |              | Sep-00 |          |  | Westerville, OH       |       |  |              | 1985     |  |                  |                   | 160           |  |              |               | 1,330  |             |  |  | 5,513         |  |  |              | 705   |             |       |  | 1,330       |              |  |  | 6,218        |  |  |              | 7,548  |  |  |  | (1,100 | ) |  |  | 6,448  |  |  |  | 5,701  | 
|Villas at Park La Brea, The   |  |          | Garden    |     |              | Mar-02 |          |  | Los Angeles, CA       |       |  |              | 2002     |  |                  |                   | 250           |  |              |               | 8,621  |             |  |  | 48,871        |  |  |              | 175   |             |       |  | 8,621       |              |  |  | 49,045       |  |  |              | 57,666 |  |  |  | (3,359 | ) |  |  | 54,307 |  |  |  | 37,431 | 
|Vinings Peak                  |  |          | Garden    |     |              | Jan-00 |          |  | Atlanta, GA           |       |  |              | 1980     |  |                  |                   | 280           |  |              |               | 1,823  |             |  |  | 15,110        |  |  |              | 1,048 |             |       |  | 1,823       |              |  |  | 16,158       |  |  |              | 17,980 |  |  |  | (6,210 | ) |  |  | 11,771 |  |  |  | 8,084  | 
|Vista Del Lagos               |  |          | Garden    |     |              | Dec-97 |          |  | Chandler, AZ          |       |  |              | 1986     |  |                  |                   | 200           |  |              |               | 916    |             |  |  | 4,840         |  |  |              | 1,423 |             |       |  | 916         |              |  |  | 6,263        |  |  |              | 7,179  |  |  |  | (1,880 | ) |  |  | 5,299  |  |  |  | 3,670  | 
|Vista Park Chino              |  |          | Garden    |     |              | Mar-02 |          |  | Chino, CA             |       |  |              | 1983     |  |                  |                   | 40            |  |              |               | 380    |             |  |  | 1,521         |  |  |              | 160   |             |       |  | 380         |              |  |  | 1,681        |  |  |              | 2,061  |  |  |  | (238   | ) |  |  | 1,823  |  |  |  | 1,700  | 
|Vista Ventana                 |  |          | Garden    |     |              | May-98 |          |  | Phoenix, AZ           |       |  |              | 1982     |  |                  |                   | 275           |  |              |               | 1,850  |             |  |  | 10,869        |  |  |              | 1,230 |             |       |  | 1,850       |              |  |  | 12,099       |  |  |              | 13,949 |  |  |  | (3,651 | ) |  |  | 10,299 |  |  |  | 5,365  | 
|Walden Village                |  |          | Garden    |     |              | May-99 |          |  | Clarkston, GA         |       |  |              | 1972     |  |                  |                   | 372           |  |              |               | 2,045  |             |  |  | 11,498        |  |  |              | 3,454 |             |       |  | 2,045       |              |  |  | 14,952       |  |  |              | 16,997 |  |  |  | (3,980 | ) |  |  | 13,017 |  |  |  | 10,141 | 
|Walnut Springs                |  |          | Garden    |     |              | Dec-96 |          |  | San Antonio, TX       |       |  |              | 1983     |  |                  |                   | 224           |  |              |               | 969    |             |  |  | 5,119         |  |  |              | 1,633 |             |       |  | 969         |              |  |  | 6,752        |  |  |              | 7,721  |  |  |  | (2,769 | ) |  |  | 4,952  |  |  |  | 3,527  | 
|Wasco Arms                    |  |          | Garden    |     |              | Mar-02 |          |  | Wasco, CA             |       |  |              | 1982     |  |                  |                   | 78            |  |              |               | 625    |             |  |  | 2,519         |  |  |              | 359   |             |       |  | 625         |              |  |  | 2,879        |  |  |              | 3,504  |  |  |  | (434   | ) |  |  | 3,069  |  |  |  | 3,136  | 
|Washington Square West        |  |          | Mid-Rise  |     |              | Sep-04 |          |  | Philadelphia, PA      |       |  |              | 1982     |  |                  |                   | 132           |  |              |               | 607    |             |  |  | 10,847        |  |  |              | 232   |             |       |  | 607         |              |  |  | 11,079       |  |  |              | 11,686 |  |  |  | (3,240 | ) |  |  | 8,446  |  |  |  | 5,412  | 
|Waterford Apartments, The     |  |          | Garden    |     |              | Nov-96 |          |  | Houston, TX           |       |  |              | 1984     |  |                  |                   | 312           |  |              |               | 983    |             |  |  | 6,801         |  |  |              | 2,330 |             |       |  | 983         |              |  |  | 9,131        |  |  |              | 10,114 |  |  |  | (2,108 | ) |  |  | 8,006  |  |  |  | 4,710  | 
|Waterford Village             |  |          | Garden    |     |              | Aug-02 |          |  | Bridgewater, MA       |       |  |              | 1971     |  |                  |                   | 588           |  |              |               | 28,585 |             |  |  | 28,102        |  |  |              | 1,185 |             |       |  | 28,585      |              |  |  | 29,286       |  |  |              | 57,871 |  |  |  | (4,712 | ) |  |  | 53,159 |  |  |  | 35,321 | 
|Waterways Village             |  |          | Garden    |     |              | Jun-97 |          |  | Aventura, FL          |       |  |              | 1991     |  |                  |                   | 180           |  |              |               | 4,504  |             |  |  | 11,064        |  |  |              | 1,933 |             |       |  | 4,504       |              |  |  | 12,996       |  |  |              | 17,500 |  |  |  | (3,931 | ) |  |  | 13,569 |  |  |  | 9,957  | 
|Weatherly                     |  |          | Garden    |     |              | Oct-98 |          |  | Stone Mountain, GA    |       |  |              | 1984     |  |                  |                   | 224           |  |              |               | 1,275  |             |  |  | 7,296         |  |  |              | 1,252 |             |       |  | 1,275       |              |  |  | 8,548        |  |  |              | 9,823  |  |  |  | (2,346 | ) |  |  | 7,476  |  |  |  | 4,378  | 
|Webb Bridge Crossing          |  |          | Garden    |     |              | Sep-04 |          |  | Alpharetta, GA        |       |  |              | 1985     |  |                  |                   | 164           |  |              |               | 962    |             |  |  | 6,278         |  |  |              | 49    |             |       |  | 962         |              |  |  | 6,326        |  |  |              | 7,288  |  |  |  | (1,609 | ) |  |  | 5,679  |  |  |  | 5,594  | 
|West 135th Street             |  |          | Mid Rise  |     |              | Dec-97 |          |  | New York, NY          |       |  |              | 1979     |  |                  |                   | 198           |  |              |               | 1,212  |             |  |  | 8,031         |  |  |              | 3,047 |             |       |  | 1,212       |              |  |  | 11,077       |  |  |              | 12,290 |  |  |  | (3,457 | ) |  |  | 8,833  |  |  |  | 7,925  | 
|West Lafayette                |  |          | Garden    |     |              | Mar-04 |          |  | West Lafayette, OH    |       |  |              | 1979     |  |                  |                   | 49            |  |              |               | 187    |             |  |  | 1,115         |  |  |              | 29    |             |       |  | 187         |              |  |  | 1,144        |  |  |              | 1,331  |  |  |  | (131   | ) |  |  | 1,201  |  |  |  | 896    | 
|West Lake Arms Apartments     |  |          | Garden    |     |              | Oct-99 |          |  | Indianapolis, IN      |       |  |              | 1977     |  |                  |                   | 1,381         |  |              |               | 3,684  |             |  |  | 27,139        |  |  |              | 5,850 |             |       |  | 3,684       |              |  |  | 32,989       |  |  |              | 36,672 |  |  |  | (8,377 | ) |  |  | 28,295 |  |  |  | 11,749 | 
|West Winds                    |  |          | Garden    |     |              | Oct-02 |          |  | Orlando, FL           |       |  |              | 1985     |  |                  |                   | 272           |  |              |               | 1,923  |             |  |  | 12,003        |  |  |              | 520   |             |       |  | 1,923       |              |  |  | 12,523       |  |  |              | 14,445 |  |  |  | (1,472 | ) |  |  | 12,973 |  |  |  | 7,230  | 
|West Winds                    |  |          | Garden    |     |              | Mar-04 |          |  | Columbia, SC          |       |  |              | 1981     |  |                  |                   | 100           |  |              |               | 467    |             |  |  | 4,002         |  |  |              | 320   |             |       |  | 467         |              |  |  | 4,323        |  |  |              | 4,789  |  |  |  | (1,136 | ) |  |  | 3,653  |  |  |  | 2,251  | 
|West Woods                    |  |          | Garden    |     |              | Oct-00 |          |  | Annapolis, MD         |       |  |              | 1981     |  |                  |                   | 57            |  |              |               | 1,581  |             |  |  | 1,891         |  |  |              | 529   |             |       |  | 1,581       |              |  |  | 2,419        |  |  |              | 4,000  |  |  |  | (448   | ) |  |  | 3,552  |  |  |  | 1,760  | 
|Westgate                      |  |          | Garden    |     |              | Oct-99 |          |  | Houston, TX           |       |  |              | 1971     |  |                  |                   | 313           |  |              |               | 1,926  |             |  |  | 11,255        |  |  |              | 1,747 |             |       |  | 1,926       |              |  |  | 13,002       |  |  |              | 14,927 |  |  |  | (2,924 | ) |  |  | 12,003 |  |  |  | 7,261  | 
|Westway Village Apartments    |  |          | Garden    |     |              | May-98 |          |  | Houston, TX           |       |  |              | 1979     |  |                  |                   | 326           |  |              |               | 2,921  |             |  |  | 11,384        |  |  |              | 933   |             |       |  | 2,921       |              |  |  | 12,318       |  |  |              | 15,239 |  |  |  | (3,999 | ) |  |  | 11,240 |  |  |  | 8,319  | 
|Westwood Terrace              |  |          | Mid Rise  |     |              | Mar-02 |          |  | Moline, IL            |       |  |              | 1976     |  |                  |                   | 97            |  |              |               | 840    |             |  |  | 3,242         |  |  |              | 212   |             |       |  | 840         |              |  |  | 3,454        |  |  |              | 4,294  |  |  |  | (372   | ) |  |  | 3,922  |  |  |  | 2,323  | 
|Wexford Village               |  |          | Garden    |     |              | Aug-02 |          |  | Worcester, MA         |       |  |              | 1974     |  |                  |                   | 264           |  |              |               | 6,339  |             |  |  | 17,939        |  |  |              | 559   |             |       |  | 6,339       |              |  |  | 18,497       |  |  |              | 24,836 |  |  |  | (2,333 | ) |  |  | 22,503 |  |  |  | 14,690 | 
|Whispering Pines              |  |          | Garden    |     |              | Oct-98 |          |  | Madison, WI           |       |  |              | 1986     |  |                  |                   | 136           |  |              |               | 934    |             |  |  | 3,587         |  |  |              | 1,031 |             |       |  | 934         |              |  |  | 4,618        |  |  |              | 5,552  |  |  |  | (1,469 | ) |  |  | 4,083  |  |  |  | 3,652  | 
|White Cliff                   |  |          | Garden    |     |              | Mar-02 |          |  | Lincoln Heights, OH   |       |  |              | 1977     |  |                  |                   | 72            |  |              |               | 240    |             |  |  | 938           |  |  |              | 183   |             |       |  | 240         |              |  |  | 1,121        |  |  |              | 1,361  |  |  |  | (184   | ) |  |  | 1,177  |  |  |  | 1,028  | 
|Wickertree                    |  |          | Garden    |     |              | Oct-97 |          |  | Phoenix, AZ           |       |  |              | 1983     |  |                  |                   | 226           |  |              |               | 1,225  |             |  |  | 6,923         |  |  |              | 1,148 |             |       |  | 1,225       |              |  |  | 8,071        |  |  |              | 9,296  |  |  |  | (2,328 | ) |  |  | 6,968  |  |  |  | 3,343  | 
|Wickford                      |  |          | Garden    |     |              | Mar-04 |          |  | Henderson, NC         |       |  |              | 1983     |  |                  |                   | 44            |  |              |               | 251    |             |  |  | 946           |  |  |              | 7     |             |       |  | 251         |              |  |  | 952          |  |  |              | 1,204  |  |  |  | (147   | ) |  |  | 1,056  |  |  |  | 786    | 
|Wilderness Trail              |  |          | High Rise |     |              | Mar-02 |          |  | Pineville, KY         |       |  |              | 1983     |  |                  |                   | 124           |  |              |               | 1,010  |             |  |  | 4,048         |  |  |              | 192   |             |       |  | 1,010       |              |  |  | 4,240        |  |  |              | 5,250  |  |  |  | (407   | ) |  |  | 4,843  |  |  |  | 4,904  | 
|Wilkes Towers                 |  |          | High Rise |     |              | Mar-02 |          |  | North Wilkesboro, NC  |       |  |              | 1981     |  |                  |                   | 72            |  |              |               | 410    |             |  |  | 1,680         |  |  |              | 204   |             |       |  | 410         |              |  |  | 1,884        |  |  |              | 2,294  |  |  |  | (215   | ) |  |  | 2,079  |  |  |  | 1,819  | 
|Williams Cove                 |  |          | Garden    |     |              | Jul-94 |          |  | Irving, TX            |       |  |              | 1984     |  |                  |                   | 260           |  |              |               | 1,227  |             |  |  | 6,659         |  |  |              | 1,835 |             |       |  | 1,227       |              |  |  | 8,494        |  |  |              | 9,721  |  |  |  | (3,288 | ) |  |  | 6,433  |  |  |  | 4,708  | 
|Williamsburg                  |  |          | Garden    |     |              | May-98 |          |  | Rolling Meadows, IL   |       |  |              | 1985     |  |                  |                   | 329           |  |              |               | 2,717  |             |  |  | 15,437        |  |  |              | 2,862 |             |       |  | 2,717       |              |  |  | 18,299       |  |  |              | 21,016 |  |  |  | (5,376 | ) |  |  | 15,640 |  |  |  | 10,510 | 
|Williamsburg Apartments       |  |          | Garden    |     |              | Oct-99 |          |  | Indianapolis, IN      |       |  |              | 1974     |  |                  |                   | 460           |  |              |               | 1,680  |             |  |  | 16,237        |  |  |              | 1,978 |             |       |  | 1,680       |              |  |  | 18,215       |  |  |              | 19,894 |  |  |  | (9,260 | ) |  |  | 10,635 |  |  |  | 8,304  | 
|Williamsburg Manor            |  |          | Garden    |     |              | Apr-00 |          |  | Cary, NC              |       |  |              | 1972     |  |                  |                   | 183           |  |              |               | 1,449  |             |  |  | 8,265         |  |  |              | 873   |             |       |  | 1,449       |              |  |  | 9,138        |  |  |              | 10,586 |  |  |  | (2,955 | ) |  |  | 7,632  |  |  |  | 4,150  | 
|Williamsburg on the Wabash    |  |          | Garden    |     |              | Dec-99 |          |  | West Lafayette, IN    |       |  |              | 1967     |  |                  |                   | 473           |  |              |               | 2,835  |             |  |  | 17,185        |  |  |              | 1,805 |             |       |  | 2,835       |              |  |  | 18,991       |  |  |              | 21,826 |  |  |  | (3,631 | ) |  |  | 18,195 |  |  |  | 10,928 | 
|Willow Park on Lake Adelaide  |  |          | Garden    |     |              | Oct-99 |          |  | Altamonte Springs, FL |       |  |              | 1972     |  |                  |                   | 185           |  |              |               | 902    |             |  |  | 7,813         |  |  |              | 1,045 |             |       |  | 902         |              |  |  | 8,857        |  |  |              | 9,759  |  |  |  | (3,917 | ) |  |  | 5,842  |  |  |  | 3,512  | 
|Willowick                     |  |          | Garden    |     |              | Oct-99 |          |  | Greenville, SC        |       |  |              | 1974     |  |                  |                   | 180           |  |              |               | 539    |             |  |  | 4,785         |  |  |              | 524   |             |       |  | 539         |              |  |  | 5,309        |  |  |              | 5,848  |  |  |  | (2,283 | ) |  |  | 3,565  |  |  |  | 2,795  | 
|Willowwood                    |  |          | Garden    |     |              | Mar-02 |          |  | North Hollywood, CA   |       |  |              | 1984     |  |                  |                   | 19            |  |              |               | 1,051  |             |  |  | 840           |  |  |              | 42    |             |       |  | 1,051       |              |  |  | 882          |  |  |              | 1,933  |  |  |  | (95    | ) |  |  | 1,838  |  |  |  | 1,115  | 
|Winchester Village Apartments |  |          | Garden    |     |              | Nov-00 |          |  | Indianapolis, IN      |       |  |              | 1966     |  |                  |                   | 96            |  |              |               | 104    |             |  |  | 2,234         |  |  |              | 434   |             |       |  | 104         |              |  |  | 2,669        |  |  |              | 2,773  |  |  |  | (420   | ) |  |  | 2,352  |  |  |  |       | 
|Winddrift (IN)                |  |          | Garden    |     |              | Oct-00 |          |  | Indianapolis, IN      |       |  |              | 1980     |  |                  |                   | 166           |  |              |               | 1,281  |             |  |  | 3,916         |  |  |              | 1,152 |             |       |  | 1,281       |              |  |  | 5,067        |  |  |              | 6,348  |  |  |  | (1,041 | ) |  |  | 5,307  |  |  |  | 4,854  | 
|Windmere                      |  |          | Garden    |     |              | Jan-03 |          |  | Houston, TX           |       |  |              | 1982     |  |                  |                   | 257           |  |              |               | 2,194  |             |  |  | 10,806        |  |  |              | 262   |             |       |  | 2,194       |              |  |  | 11,068       |  |  |              | 13,262 |  |  |  | (2,547 | ) |  |  | 10,716 |  |  |  | 5,612  | 
|Windridge                     |  |          | Garden    |     |              | May-98 |          |  | San Antonio, TX       |       |  |              | 1983     |  |                  |                   | 276           |  |              |               | 1,406  |             |  |  | 8,272         |  |  |              | 978   |             |       |  | 1,406       |              |  |  | 9,250        |  |  |              | 10,656 |  |  |  | (2,942 | ) |  |  | 7,714  |  |  |  | 5,240  | 
|Windrift (CA)                 |  |          | Garden    |     |              | Mar-01 |          |  | Oceanside, CA         |       |  |              | 1987     |  |                  |                   | 404           |  |              |               | 25,397 |             |  |  | 17,547        |  |  |              | 1,571 |             |       |  | 25,397      |              |  |  | 19,119       |  |  |              | 44,515 |  |  |  | (5,239 | ) |  |  | 39,276 |  |  |  | 28,999 | 
|Windrift (FL)                 |  |          | Garden    |     |              | Oct-00 |          |  | Orlando, FL           |       |  |              | 1987     |  |                  |                   | 288           |  |              |               | 3,737  |             |  |  | 10,046        |  |  |              | 1,152 |             |       |  | 3,737       |              |  |  | 11,197       |  |  |              | 14,934 |  |  |  | (2,193 | ) |  |  | 12,741 |  |  |  | 7,911  | 
|Windsor at South Square       |  |          | Garden    |     |              | Oct-99 |          |  | Durham, NC            |       |  |              | 1972     |  |                  |                   | 230           |  |              |               | 1,331  |             |  |  | 8,352         |  |  |              | 1,019 |             |       |  | 1,331       |              |  |  | 9,371        |  |  |              | 10,701 |  |  |  | (2,597 | ) |  |  | 8,104  |  |  |  | 4,656  | 
|Windsor Crossing              |  |          | Garden    |     |              | Mar-00 |          |  | Newport News, VA      |       |  |              | 1978     |  |                  |                   | 156           |  |              |               | 306    |             |  |  | 2,110         |  |  |              | 463   |             |       |  | 306         |              |  |  | 2,573        |  |  |              | 2,879  |  |  |  | (1,189 | ) |  |  | 1,690  |  |  |  | 3,216  | 
|Windsor Hills                 |  |          | Garden    |     |              | Oct-99 |          |  | Blacksburg, VA        |       |  |              | 1970     |  |                  |                   | 300           |  |              |               | 1,608  |             |  |  | 10,526        |  |  |              | 1,308 |             |       |  | 1,608       |              |  |  | 11,835       |  |  |              | 13,443 |  |  |  | (3,641 | ) |  |  | 9,802  |  |  |  | 6,148  | 
|Windsor Landing               |  |          | Garden    |     |              | Oct-97 |          |  | Morrow, GA            |       |  |              | 1991     |  |                  |                   | 200           |  |              |               | 1,641  |             |  |  | 9,303         |  |  |              | 1,063 |             |       |  | 1,641       |              |  |  | 10,366       |  |  |              | 12,007 |  |  |  | (2,970 | ) |  |  | 9,038  |  |  |  | 4,395  | 
|Windsor Park                  |  |          | Garden    |     |              | Mar-01 |          |  | Woodbridge, VA        |       |  |              | 1987     |  |                  |                   | 220           |  |              |               | 4,289  |             |  |  | 16,028        |  |  |              | 718   |             |       |  | 4,289       |              |  |  | 16,746       |  |  |              | 21,035 |  |  |  | (2,907 | ) |  |  | 18,127 |  |  |  | 13,758 | 

F-55



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##### Table of Contents



|                         |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  |                   |               |  |              |               |           |             |  |  |               |  |  |              |           |             |       |  |             |              |  |  |              |  |  |              |            |  |  |  |           |   |  |  |           |  |  |  |           | 
|------------------------ |  | -------- | --------- | --- | ------------ | ------ | -------- |  | ------------------ | ----- |  | ------------ | -------- |  | ---------------- | ----------------- | ------------- |  | ------------ | ------------- | --------- | ----------- |  |  | ------------- |  |  | ------------ | --------- | ----------- | ----- |  | ----------- | ------------ |  |  | ------------ |  |  | ------------ | ---------- |  |  |  | --------- | - |  |  | --------- |  |  |  | --------- | 
|                         |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  | December 31, 2004 |               |  |             
|                         |  |          |           |     |              |        |          |  |                    |       |  | (2)          |          |  |                  |                   |               |  |              |              
|                         |  |          |           |     |              |        |          |  |                    |       |  | Initial Cost |          |  | (3)              |                   |               |  |              | Total Cost    |           |             | 
|                         |  |          |           | (1) |              |        |          |  |                    |       |  |              |          |  | Cost Capitalized |                   |               |  |              | Net of        |           |             | 
|                         |  | Property |           |     | Date         |        |          |  | Year               |       |  | Number       |          |  |                  |                   | Buildings and |  |              | Subsequent to |           |             |  |  | Buildings and |  |  |              |           | Accumulated |       |  | Accumulated |              |  | 
|Property Name            |  | Type     |           |     | Consolidated |        | Location |  |                    | Built |  |              | of Units |  |                  | Land              |               |  | Improvements |               |           | Acquisition |  |  | Land          |  |  | Improvements |           |             | Total |  |             | Depreciation |  |  | Depreciation |  |  | Encumbrances |           
|                         |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  |                   |               |  |              |               |           |             |  |  |               |  |  |              |           |             |       |  |             |              |  |  |              |  |  |              |           
|Windward at the Villages |  |          | Garden    |     |              | Oct-97 |          |  | W. Palm Beach, FL  |       |  |              | 1988     |  |                  |                   | 196           |  |              |               | 1,595     |             |  |  | 9,079         |  |  |              | 2,116     |             |       |  | 1,595       |              |  |  | 11,196       |  |  |              | 12,791     |  |  |  | (3,161    | ) |  |  | 9,629     |  |  |  | 3,135     | 
|Winter Gardens           |  |          | High Rise |     |              | Mar-04 |          |  | St Louis, MO       |       |  |              | 1920     |  |                  |                   | 112           |  |              |               | 300       |             |  |  | 2,862         |  |  |              | 2,832     |             |       |  | 300         |              |  |  | 5,694        |  |  |              | 5,994      |  |  |  | (65       | ) |  |  | 5,929     |  |  |  | 4,050     | 
|Wood Lake                |  |          | Garden    |     |              | Jan-00 |          |  | Atlanta, GA        |       |  |              | 1983     |  |                  |                   | 220           |  |              |               | 1,394     |             |  |  | 13,096        |  |  |              | 927       |             |       |  | 1,394       |              |  |  | 14,024       |  |  |              | 15,418     |  |  |  | (5,448    | ) |  |  | 9,970     |  |  |  | 7,158     | 
|Woodcreek                |  |          | Garden    |     |              | Oct-02 |          |  | Mesa, AZ           |       |  |              | 1985     |  |                  |                   | 432           |  |              |               | 2,262     |             |  |  | 16,384        |  |  |              | 891       |             |       |  | 2,262       |              |  |  | 17,275       |  |  |              | 19,536     |  |  |  | (6,846    | ) |  |  | 12,690    |  |  |  | 11,558    | 
|Woodcrest                |  |          | Garden    |     |              | Dec-97 |          |  | Odessa, TX         |       |  |              | 1972     |  |                  |                   | 80            |  |              |               | 41        |             |  |  | 229           |  |  |              | 83        |             |       |  | 41          |              |  |  | 312          |  |  |              | 353        |  |  |  | (303      | ) |  |  | 50        |  |  |  | 520       | 
|Woodhaven                |  |          | Garden    |     |              | Apr-00 |          |  | Chesapeake, VA     |       |  |              | 1968     |  |                  |                   | 208           |  |              |               | 886       |             |  |  | 6,193         |  |  |              | 742       |             |       |  | 886         |              |  |  | 6,934        |  |  |              | 7,821      |  |  |  | (1,335    | ) |  |  | 6,485     |  |  |  | 5,164     | 
|Woodhill                 |  |          | Garden    |     |              | Dec-00 |          |  | Denton, TX         |       |  |              | 1984     |  |                  |                   | 352           |  |              |               | 1,530     |             |  |  | 10,477        |  |  |              | 1,245     |             |       |  | 1,530       |              |  |  | 11,722       |  |  |              | 13,252     |  |  |  | (3,981    | ) |  |  | 9,271     |  |  |  | 8,473     | 
|Woodhollow               |  |          | Garden    |     |              | Oct-97 |          |  | Austin, TX         |       |  |              | 1974     |  |                  |                   | 108           |  |              |               | 658       |             |  |  | 3,728         |  |  |              | 842       |             |       |  | 658         |              |  |  | 4,571        |  |  |              | 5,229      |  |  |  | (1,395    | ) |  |  | 3,833     |  |  |  | 1,688     | 
|Woodland Ridge           |  |          | Garden    |     |              | Dec-00 |          |  | Irving, TX         |       |  |              | 1984     |  |                  |                   | 130           |  |              |               | 600       |             |  |  | 3,763         |  |  |              | 293       |             |       |  | 600         |              |  |  | 4,056        |  |  |              | 4,656      |  |  |  | (1,509    | ) |  |  | 3,147     |  |  |  | 2,817     | 
|Woodland Village I       |  |          | Garden    |     |              | Oct-99 |          |  | Columbia, SC       |       |  |              | 1970     |  |                  |                   | 308           |  |              |               | 1,479     |             |  |  | 11,805        |  |  |              | 1,609     |             |       |  | 1,479       |              |  |  | 13,414       |  |  |              | 14,893     |  |  |  | (4,926    | ) |  |  | 9,967     |  |  |  | 7,383     | 
|Woodlands (MI)           |  |          | Garden    |     |              | Dec-99 |          |  | Battle Creek, MI   |       |  |              | 1987     |  |                  |                   | 76            |  |              |               | 496       |             |  |  | 3,555         |  |  |              | 291       |             |       |  | 496         |              |  |  | 3,846        |  |  |              | 4,342      |  |  |  | (682      | ) |  |  | 3,660     |  |  |  | 1,799     | 
|Woodlands of Tyler       |  |          | Garden    |     |              | Jul-94 |          |  | Tyler, TX          |       |  |              | 1984     |  |                  |                   | 256           |  |              |               | 1,029     |             |  |  | 5,567         |  |  |              | 1,762     |             |       |  | 1,029       |              |  |  | 7,329        |  |  |              | 8,358      |  |  |  | (2,867    | ) |  |  | 5,491     |  |  |  | 4,233     | 
|Woodmere                 |  |          | Garden    |     |              | Apr-00 |          |  | Cincinnati, OH     |       |  |              | 1971     |  |                  |                   | 150           |  |              |               | 583       |             |  |  | 5,803         |  |  |              | 1,090     |             |       |  | 583         |              |  |  | 6,893        |  |  |              | 7,476      |  |  |  | (2,318    | ) |  |  | 5,159     |  |  |  |          | 
|Woodridge                |  |          | Garden    |     |              | Mar-04 |          |  | Galloway, OH       |       |  |              | 1986     |  |                  |                   | 70            |  |              |               | 960       |             |  |  | 1,202         |  |  |              | 81        |             |       |  | 960         |              |  |  | 1,284        |  |  |              | 2,243      |  |  |  | (96       | ) |  |  | 2,147     |  |  |  | 1,305     | 
|Woods Edge               |  |          | Garden    |     |              | Nov-04 |          |  | Indianapolis, IN   |       |  |              | 1981     |  |                  |                   | 190           |  |              |               | 503       |             |  |  | 6,238         |  |  |              | 42        |             |       |  | 503         |              |  |  | 6,280        |  |  |              | 6,783      |  |  |  | (423      | ) |  |  | 6,360     |  |  |  | 4,897     | 
|Woods of Burnsville      |  |          | Garden    |     |              | Nov-04 |          |  | Burnsville, MN     |       |  |              | 1984     |  |                  |                   | 400           |  |              |               | 1,378     |             |  |  | 19,917        |  |  |              | 181       |             |       |  | 1,378       |              |  |  | 20,098       |  |  |              | 21,476     |  |  |  | (5,604    | ) |  |  | 15,872    |  |  |  | 16,580    | 
|Woods of Inverness       |  |          | Garden    |     |              | Oct-99 |          |  | Houston, TX        |       |  |              | 1983     |  |                  |                   | 272           |  |              |               | 2,024     |             |  |  | 11,669        |  |  |              | 1,222     |             |       |  | 2,024       |              |  |  | 12,891       |  |  |              | 14,915     |  |  |  | (4,916    | ) |  |  | 9,999     |  |  |  | 4,692     | 
|Woodshire                |  |          | Garden    |     |              | Mar-00 |          |  | Virginia Beach, VA |       |  |              | 1972     |  |                  |                   | 288           |  |              |               | 961       |             |  |  | 5,549         |  |  |              | 1,285     |             |       |  | 961         |              |  |  | 6,834        |  |  |              | 7,795      |  |  |  | (1,510    | ) |  |  | 6,285     |  |  |  | 7,335     | 
|Woodside Villas          |  |          | Garden    |     |              | Mar-04 |          |  | Arcadia, FL        |       |  |              | 1983     |  |                  |                   | 34            |  |              |               | 52        |             |  |  | 919           |  |  |              | 34        |             |       |  | 52          |              |  |  | 953          |  |  |              | 1,006      |  |  |  | (128      | ) |  |  | 877       |  |  |  | 609       | 
|Wyckford Commons         |  |          | Garden    |     |              | Apr-00 |          |  | Indianapolis, IN   |       |  |              | 1973     |  |                  |                   | 248           |  |              |               | 1,799     |             |  |  | 7,775         |  |  |              | 1,496     |             |       |  | 1,799       |              |  |  | 9,271        |  |  |              | 11,070     |  |  |  | (4,774    | ) |  |  | 6,295     |  |  |  | 4,852     | 
|Wyntre Brook Apartments  |  |          | Garden    |     |              | Oct-99 |          |  | West Chester, PA   |       |  |              | 1976     |  |                  |                   | 212           |  |              |               | 972       |             |  |  | 9,070         |  |  |              | 10,103    |             |       |  | 972         |              |  |  | 19,173       |  |  |              | 20,146     |  |  |  | (2,778    | ) |  |  | 17,368    |  |  |  | 10,210    | 
|Yadkin                   |  |          | Mid-Rise  |     |              | Mar-04 |          |  | Salisbury, NC      |       |  |              | 1912     |  |                  |                   | 67            |  |              |               | 242       |             |  |  | 1,982         |  |  |              | 75        |             |       |  | 242         |              |  |  | 2,057        |  |  |              | 2,299      |  |  |  | (610      | ) |  |  | 1,689     |  |  |  | 1,861     | 
|Yorktown II Apartments   |  |          | High Rise |     |              | Dec-99 |          |  | Lombard, IL        |       |  |              | 1973     |  |                  |                   | 368           |  |              |               | 2,980     |             |  |  | 18,218        |  |  |              | 1,679     |             |       |  | 2,980       |              |  |  | 19,897       |  |  |              | 22,877     |  |  |  | (2,369    | ) |  |  | 20,508    |  |  |  | 16,438    | 
|Yorktree                 |  |          | Garden    |     |              | Oct-97 |          |  | Carolstream, IL    |       |  |              | 1972     |  |                  |                   | 293           |  |              |               | 1,968     |             |  |  | 11,457        |  |  |              | 2,825     |             |       |  | 1,968       |              |  |  | 14,282       |  |  |              | 16,250     |  |  |  | (4,177    | ) |  |  | 12,073    |  |  |  | 5,350     | 
|Other(4)                 |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  |                   |               |  |              |               | 1,125     |             |  |  | 2,044         |  |  |              | 7         |             |       |  | 1,133       |              |  |  | 2,043        |  |  |              | 3,176      |  |  |  | (291      | ) |  |  | 2,886     |  |  |  |          | 
|                         |  |          |           |     |              |        |          |  |                    |       |  |              |         
|                         |  |          |           |     |              |        |          |  |                    |       |  |              |          |  |                  |                   | 167,988       |  |              |               | 2,211,101 |             |  |  | 7,157,674     |  |  |              | 1,430,983 |             |       |  | 2,211,109   |              |  |  | 8,588,649    |  |  |              | 10,799,758 |  |  |  | 2,014,207 |   |  |  | 8,785,551 |  |  |  | 5,604,653 | 
|                         |  |          |           |     |              |        |          |  |                    |       |  |              |         






|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Date we acquired the property or first consolidated the
    partnership which owns the property.                                                    
|   
|(2) | Initial cost includes the tendering costs to acquire the
    minority interest share of our consolidated real estate
    partnerships.              
|   
|(3) | Costs capitalized subsequent to acquisition includes costs
    capitalized since acquisition or first consolidation of the
    partnership/property.
|   
|(4) | Other includes land parcels and commercial properties.                                                                                              

F-56



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##### Table of Contents



AIMCO PROPERTIES, L.P. 
 REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2004, 2003 and 2002
(In Thousands) 2004
    
    
    2003
    
    
    2002Real EstateBalance at beginning of year
    
    $
    9,846,955
    
    
    $
    9,458,246
    
    
    $
    7,293,939Additions during the year:Newly consolidated assets (1)
    
    
    277,580
    
    
    
    262,054
    
    
    
    1,053,860Acquisitions
    
    
    393,088
    
    
    
    192,365
    
    
    
    1,728,558Foreclosures
    
    
    2,022
    
    
    
    
    
    
    
    32,371Capital expenditures
    
    
    301,937
    
    
    
    245,528
    
    
    
    269,763Deductions during the year:Casualty write-offs
    
    
    (13,869
    )
    
    
    (15,404
    )
    
    
    (5,144
    )Assets held
for sale reclassification (2)
    
    
    (7,955
    )
    
    
    6,275
    
    
    
    (365,902
    )Sales (3)
    
    
    
    
    
    
    (302,109
    )
    
    
    (549,199
    )Balance at end of year
    
    $
    10,799,758
    
    
    $
    9,846,955
    
    
    $
    9,458,246Accumulated DepreciationBalance at beginning of year
    
    $
    1,701,007
    
    
    $
    1,488,708
    
    
    $
    1,390,153Additions during the year:Depreciation
    
    
    346,156
    
    
    
    304,537
    
    
    
    244,989Newly consolidated assets (1)
    
    
    (31,209
    )
    
    
    (20,960
    )
    
    
    122,936Deductions during the year:Casualty write-offs
    
    
    (4,038
    )
    
    
    (7,372
    )
    
    
    (1,473
    )Assets held
for sale reclassification (2)
    
    
    2,291
    
    
    
    (368
    )
    
    
    (51,407
    )Sales (3)
    
    
    
    
    
    
    (63,538
    )
    
    
    (216,490
    )Balance at end of year
    
    $
    2,014,207
    
    
    $
    1,701,007
    
    
    $
    1,488,708
   (1)
    Includes acquisition of limited partnership interests and
related activity.(2)
    Represents activity on properties that have been sold or
classified as held for sale that is included in the line items above.(3)
    Effective in fourth quarter of 2003 and on a prospective
basis, all properties sold were classified as held for sale and,
therefore, reclassified in the prior period balances. F-57




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##### Table of Contents



INDEX TO EXHIBITS (1)(2) EXHIBIT NO.
    
    DESCRIPTION2.1
    
    Agreement and Plan of Merger, dated as of December 3, 2001, by
and among Apartment Investment and Management Company, Casden
Properties, Inc. and XYZ Holdings LLC (Exhibit 2.1 to Aimcos
Current Report on Form 8-K, filed December 6, 2001, is
incorporated herein by this reference)10.1
    
    Third Amended and Restated Agreement of Limited Partnership of
AIMCO Properties, L.P., dated as of July 29, 1994 as amended
and restated as of October 1, 1998 (Exhibit 10.8 to Aimcos
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998, is incorporated herein by this reference)10.2
    
    First Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
November 6, 1998 (Exhibit 10.9 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998,
is incorporated herein by this reference)10.3
    
    Second Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
December 30, 1998 (Exhibit 10.1 to Amendment No. 1 to Aimcos
Current Report on Form 8-K/A, filed February 11, 1999, is
incorporated herein by this reference)10.4
    
    Third Amendment to Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
February 18, 1999 (Exhibit 10.12 to Aimcos Annual Report on
Form 10-K for the year ended December 31 1998, is incorporated
herein by this reference)10.5
    
    Fourth Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
March 25, 1999 (Exhibit 10.2 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1999, is
incorporated herein by this reference)10.6
    
    Fifth Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
March 26, 1999 (Exhibit 10.3 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1999, is
incorporated herein by this reference)10.7
    
    Sixth Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
March 26, 1999 (Exhibit 10.1 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1999, is
incorporated herein by this reference)10.8
    
    Seventh Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
September 27, 1999 (Exhibit 10.1 to Aimcos Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
1999, is incorporated herein by this reference)10.9
    
    Eighth Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
December 14, 1999 (Exhibit 10.9 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1999, is
incorporated herein by reference)




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.10
    
    Ninth Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
December 21, 1999 (Exhibit 10.10 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1999, is
incorporated hereby by reference)10.11
    
    Tenth Amendment to the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of
December 21, 1999 (Exhibit 10.11 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1999, is
incorporated herein by reference)10.12
    
    Eleventh Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
January 13, 2000 (Exhibit 10.12 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1999, is
incorporated herein by reference)10.13
    
    Twelfth Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
April 19, 2000 (Exhibit 10.2 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000, is
incorporated herein by this reference)10.14
    
    Thirteenth Amendment to the Third and Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of August 7, 2000 (Exhibit 10.1 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended June 30, 2000, is incorporated herein
by this reference)10.15
    
    Fourteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of September 12, 2000 (Exhibit 10.1 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended September 30, 2000, is incorporated
herein by this reference)10.16
    
    Fifteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of September 15, 2000 (Exhibit 10.2 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended September 30, 2000, is incorporated
herein by this reference)10.17
    
    Sixteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of September 15, 2000 (Exhibit 10.3 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended September 30, 2000, is incorporated
herein by this reference)10.18
    
    Seventeenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of November 10, 2000 (Exhibit 10.4 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended September 30, 2000, is incorporated
herein by this reference)10.19
    
    Eighteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of November 16, 2000 (Exhibit 10.19 to Aimcos Annual
Report on Form 10-K/A for the fiscal year 2000, is
incorporated herein by this reference)10.20
    
    Nineteenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of February 28, 2001 (Exhibit 10.20 to Aimcos Annual
Report on Form 10-K/A for the fiscal year 2000, is
incorporated herein by this reference)10.21
    
    Twentieth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of March 19, 2001 (Exhibit 10.21 to Aimcos Annual
Report on Form 10-K/A for the fiscal year 2000, is
incorporated herein by this reference)10.22
    
    Twenty-first Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of May 10, 2001 (Exhibit 10.1 to the Quarterly Report
on Form 10-Q of AIMCO Properties, L.P. for the quarterly
period ended June 30, 2001, is incorporated herein by this
reference)10.23
    
    Twenty-second Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of June 20, 2001 (Exhibit 10.2 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended June 30, 2001, is incorporated herein
by this reference)




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.24
    
    Twenty-third Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 20, 2001 (Exhibit 10.3 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended June 30, 2001, is incorporated herein
by this reference)10.25
    
    Twenty-fourth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of August 1, 2001 (Exhibit 10.4 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended June 30, 2001, is incorporated herein
by this reference)10.26
    
    Twenty-fifth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 2, 2001 (Exhibit 10.5 to the Quarterly Report
on Form 10-Q of AIMCO Properties, L.P. for the quarterly
period ended June 30, 2001, is incorporated herein by this
reference)10.27
    
    Twenty-sixth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 2, 2001 (Exhibit 10.6 to the Quarterly Report
on Form 10-Q of AIMCO Properties, L.P. for the quarterly
period ended June 30, 2001, is incorporated herein by this
reference)10.28
    
    Twenty-seventh Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 2, 2001 (Exhibit 10.7 to the Quarterly Report
on Form 10-Q of AIMCO Properties, L.P. for the quarterly
period ended June 30, 2001, is incorporated herein by this
reference)10.29
    
    Twenty-eighth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of March 25, 2002 (Exhibit 10.1 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended March 31, 2002, is incorporated herein
by this reference)10.30
    
    Twenty-ninth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of March 11, 2002 (Exhibit 10.2 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended March 31, 2002, is incorporated herein
by this reference)10.31
    
    Thirtieth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of April 1, 2002 (Exhibit 10.3 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended March 31, 2002, is incorporated herein
by this reference)10.32
    
    Thirty-first Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of April 10, 2002 (Exhibit 10.4 to the Quarterly
Report on Form 10-Q of AIMCO Properties, L.P. for the
quarterly period ended March 31, 2002, is incorporated herein
by this reference)10.33
    
    Thirty-second Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of May 14, 2002 (Exhibit 10.1 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2002, is incorporated herein by this reference)10.34
    
    Thirty-third Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of November 27, 2002 (Exhibit 10.34 to Aimcos Annual
Report on Form 10-K for the year ended December 31, 2002, is
incorporated herein by this reference)10.35
    
    Thirty-fourth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of April 29, 2003 (Exhibit 10.1 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
2003, is incorporated herein by this reference)10.36
    
    Thirty-fifth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of April 30, 2003 (Exhibit 10.2 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
2003, is incorporated herein by this reference)




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.37
    
    Thirty-sixth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 16, 2003 (Exhibit 10.1 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2003, is incorporated herein by this reference)10.38
    
    Thirty-seventh Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of July 24, 2003 (Exhibit 10.2 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2003, is incorporated herein by this reference)10.39
    
    Thirty-eighth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of January 30, 2004 (Exhibit 10.39 to Aimcos Annual
Report on Form 10-K for the year ended December 31, 2003, is
incorporated herein by this reference)10.40
    
    Thirty-ninth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of March 17, 2004 (Exhibit 10.1 to Aimcos Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
2004, is incorporated herein by this reference)10.41
    
    Fortieth Amendment to the Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
June 18, 2004 (Exhibit 10.1 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2004, is
incorporated herein by this reference)10.42
    
    Forty-First Amendment to Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
September 24, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.s
Current Report on Form 8-K dated September 24, 2004, is
incorporated herein by this reference)10.43
    
    Forty-Second Amendment to Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
September 30, 2004 (Exhibit 4.2 to AIMCO Properties, L.P.s
Current Report on Form 8-K dated September 24, 2004, is
incorporated herein by this reference)10.44
    
    Forty-Third Amendment to Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated as of
September 30, 2004 (Exhibit 4.1 to AIMCO Properties, L.P.s
Current Report on Form 8-K dated September 29, 2004, is
incorporated herein by this reference)10.45
    
    Forty-fourth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of December 21, 2004 (Exhibit 4.1 to AIMCO
Properties, L.P.s Current Report on Form 8-K dated September
29,2004, is incorporated herein by this reference)10.46
    
    Forty-fifth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of February 18, 2005 (Exhibit 4.1 to AIMCO
Properties, L.P.s Current Report on Form 8-K dated February
18, 2005, is incorporated herein by this reference)10.47
    
    Forty-sixth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties, L.P.,
dated as of February 28, 2005 (Exhibit 4.1 to AIMCO
Properties, L.P.s Current Report on Form 8-K dated February
28, 2005, is incorporated herein by this reference)10.48
    
    Amended and Restated Secured Credit Agreement, dated as of
November 2, 2004, by and among Aimco, AIMCO Properties, L.P.,
AIMCO/Bethesda Holdings, Inc., and NHP Management Company as
the borrowers and Bank of America, N.A., Keybank National
Association, and the Lenders listed therein (Exhibit 4.1 to
Aimcos Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2004, is incorporated herein by this
reference)10.49
    
    Master Indemnification Agreement, dated December 3, 2001, by
and among Apartment Investment and Management Company, AIMCO
Properties, L.P., XYZ Holdings LLC, and the other parties
signatory thereto (Exhibit 2.3 to Aimcos Current Report on
Form 8-K, filed December 6, 2001, is incorporated herein by
this reference)10.50
    
    Tax Indemnification and Contest Agreement, dated December 3,
2001, by and among Apartment Investment and Management
Company, National Partnership Investments, Corp., and XYZ
Holdings LLC and the other parties signatory thereto (Exhibit
2.4 to Aimcos Current Report on Form 8-K, filed December 6,
2001, is incorporated herein by this reference)




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION10.51
    
    Limited Liability Company Agreement of AIMCO JV Portfolio #1,
LLC dated as of December 30, 2003 by and among AIMCO BRE I,
LLC, AIMCO BRE II, LLC and SRV-AJVP#1, LLC (Exhibit 10.54 to
Aimcos Annual Report on Form 10-K for the year ended December
31, 2003, is incorporated herein by this reference)10.52
    
    Employment Contract executed on July 29, 1994 by and between
AIMCO Properties, L.P. and Terry Considine (Exhibit 10.44C to
Aimcos Annual Report on Form 10-K for the year ended December
31, 1994, is incorporated herein by this reference)*10.53
    
    Apartment Investment and Management Company 1997 Stock Award
and Incentive Plan (October 1999) (Exhibit 10.26 to Aimcos
Annual Report on Form 10-K for the year ended December 31,
1999, is incorporated herein by this reference)*10.54
    
    Form of Restricted Stock Agreement (1997 Stock Award and
Incentive Plan) (Exhibit 10.11 to Aimcos Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1997,
is incorporated herein by this reference)*10.55
    
    Form of Incentive Stock Option Agreement (1997 Stock Award and
Incentive Plan) (Exhibit 10.42 to Aimcos Annual Report on
Form 10-K for the year ended December 31, 1998, is
incorporated herein by this reference)*10.56
    
    Amended and Restated Apartment Investment and Management
Company Non-Qualified Employee Stock Option Plan (Annex B to
Aimcos Proxy Statement for the Annual Meeting of Stockholders
to be held on April 24, 1997, is incorporated herein by this
reference)*10.57
    
    The 1996 Stock Incentive Plan for Officers, Directors and Key
Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P., and Subsidiaries, as amended March 20, 1997
(Exhibit 10.42 to Ambassador Apartments, Inc. Annual Report on
Form 10-K for the year ended December 31, 1997, is
incorporated herein by this reference)*21.1
    
    List of Subsidiaries23.1
    
    Consent of Independent Registered Public Accounting Firm31.1
    
    Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    Agreement re: disclosure of long-term debt instruments
   (1)
    Schedule and supplemental materials to the exhibits have been omitted but will be provided to
the Securities and Exchange Commission upon request.  (2)
    The file reference number for all exhibits is 000-24497, and all such exhibits remain
available pursuant to the Records Control Schedule of the Securities and Exchange Commission.  *
    Management contract or compensatory plan or arrangement