Edgar Filing: APARTMENT INVESTMENT & MANAGEMENT CO

Apartment Investment and Management Co Form 10-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2001

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

For the transition period from to

Commission File Number 1-13232
Apartment Investment and Management Company
(Exact name of registrant as specified in its charter)


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












2000 South Colorado Boulevard, Tower Two, Suite 2-1000 Denver, CO (Address of principal executive offices)		80222-7900 (Zip Code)

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

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


		Name of Each Exchange
Title of Each Class		on Which Registered

Class A Common Stock		New York Stock Exchange
Class C Cumulative Preferred Stock		New York Stock Exchange
Class D Cumulative Preferred Stock		New York Stock Exchange
Class G Cumulative Preferred Stock		New York Stock Exchange
Class H Cumulative Preferred Stock		New York Stock Exchange
Class K Convertible Cumulative Preferred Stock		New York Stock Exchange
Class Q Cumulative Preferred Stock		New York Stock Exchange
Class R Cumulative Preferred Stock		New York Stock Exchange

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

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

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

As of March 1, 2002, there were 75,415,081 shares of Class A Common Stock outstanding. The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, was approximately $3,432.9 million as of March 1, 2002.

Documents Incorporated by Reference

Portions of the proxy statement for the registrant’s 2002 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report.

TABLE OF CONTENTS


PART I
	ITEM 1. Business
	Recent Developments
	Financial Information About Industry Segments
	Operating and Financial Strategies
	Growth Strategies
	Property Management Strategies
	Taxation of the Company
	Competition
	Regulation
	Insurance
	Employees
	ITEM 2. Properties
	ITEM 3. Legal Proceedings
	ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
	ITEM 5. Market for the Registrant’s Common Equity and Related Stockholder Matters
	ITEM 6. Selected Financial Data
	ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 7a. Quantitative and Qualitative Disclosures About Market Risk
	ITEM 8. Financial Statements and Supplementary Data
	ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	ITEM 10. Directors and Executive Officers of the Registrant
	ITEM 11. Executive Compensation
	ITEM 12. Security Ownership of Certain Beneficial Owners and Management
	ITEM 13. Certain Relationships and Related Transactions
PART IV
	ITEM 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
EX-3.1 Charter
EX-10.29 4th Amended/Restated Credit Agreement
EX-10.30 Payment Guaranty (Revolver Guarantors)
EX-10.31 Payment Guaranty (Casden Guarantors)
EX-10.32 Interim Credit Agreement (Lehman)
EX-10.33 Payment Guaranty (Casden Guarantors)
EX-10.34 Payment Guaranty (NonCasden Guarantors)
EX-21.1 List of Subsidiaries
EX-23.1 Consent of Ernst & Young LLP
EX-99.1 Agreement Re: Disclosure of Long-Term Debt

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2001


Item		Page

	PART I












1.	Business		2
	Recent Developments		2
	Financial Information About Industry Segments		5
	Operating and Financial Strategies		6
	Growth Strategies		6
	Property Management Strategies		7
	Taxation of the Company		8
	Competition		8
	Regulation		8
	Insurance		9
	Employees		9
2.	Properties		10
3.	Legal Proceedings		11
4.	Submission of Matters to a Vote of Security Holders		11












	PART II












5.	Market for the Registrant’s Common Equity and Related Stockholder Matters		12
6.	Selected Financial Data		13
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
7a	Quantitative and Qualitative Disclosures About Market Risk		32
8.	Financial Statements and Supplementary Data		32
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		32












	PART III












10.	Directors and Executive Officers of the Registrant		33
11.	Executive Compensation		33
12.	Security Ownership of Certain Beneficial Owners and Management		33
13.	Certain Relationships and Related Transactions		33












	PART IV












14.	Exhibits, Financial Statement Schedule and Reports on Form 8-K		34

PART I

ITEM 1. Business

Apartment Investment and Management Company, a Maryland corporation, incorporated on January 10, 1994 (“AIMCO” and, together with its consolidated subsidiaries and other controlled entities, the “Company”), is a self-administered and self-managed real estate investment trust (“REIT”) engaged in the ownership, acquisition, redevelopment, expansion and management of multi-family apartment properties. As of December 31, 2001, AIMCO owned, held an equity interest in or managed 280,288 apartment units in 1,371 properties located in 45 states, the District of Columbia and Puerto Rico. Based on apartment unit data compiled by the National Multi Housing Council, the Company believes that, as of December 31, 2001, it was the largest owner and operator of multi-family apartment properties in the United States.

As of December 31, 2001, AIMCO:

	•		owned or controlled (consolidated) and managed 157,256 units in 557 apartment properties;

	•		held an equity interest in (unconsolidated) and managed 91,512 units in 569 apartment properties; and

	•		managed for third party owners 31,520 units in 245 apartment properties, primarily pursuant to long term, non-cancelable agreements.

AIMCO conducts substantially all of its operations through its operating partnership, AIMCO Properties, L.P., (the “AIMCO Operating Partnership”). Through a wholly-owned subsidiary, AIMCO acts as the sole general partner of the AIMCO Operating Partnership, and as of December 31, 2001, owned an approximate 87% interest in the AIMCO Operating Partnership. AIMCO manages apartment properties for affiliates and third parties through consolidated subsidiaries that are referred to as the “management companies.” Interests in the AIMCO Operating Partnership that are held by limited partners other than the Company, are referred to as “OP Units.”

The Company’s principal executive offices are located at 2000 South Colorado Blvd., Tower Two, Suite 2-1000, Denver, Colorado 80222-7900 and its telephone number is (303) 757-8101. The Company’s Class A Common Stock is listed on the New York Stock Exchange under the symbol AIV.

Recent Developments

Casden Merger

On March 11, 2002, AIMCO completed the acquisition of Casden Properties Inc. (“Casden”) pursuant to an Agreement and Plan of Merger dated as of December 3, 2001, by and among AIMCO, Casden and XYZ Holding LLC. The acquisition of Casden included the merger (the “Casden Merger”) of Casden into AIMCO, and the merger of a subsidiary of AIMCO into another REIT affiliated with Casden. AIMCO paid $1.1 billion, which includes an earnout of $15 million as a result of property performance for the period ended December 31, 2001, for 16,002 stabilized conventional and affordable units and National Partnership Investments Corporation (“Napico”), a subsidiary of Casden, which as general partner controls more than 400 properties with more than 41,000 units. The Company issued 3.508 million shares of Class A Common Stock ($164.9 million), and 882,784 common OP Units ($41.5 million), based on $47 per share/unit, paid approximately $198 million in cash and assumed responsibility for existing mortgage indebtedness of approximately $673 million. In addition, the Company expects to incur transaction costs and initial capital expenditures aggregating approximately $24 million.

In addition, as part of the Casden Merger, AIMCO has committed to the following:

	•		Purchase two properties currently under development that will have a total of 1,731 units, for minimum deferred consideration of $619 million, which is payable upon satisfactory completion and 60% occupancy. Contingent consideration of up to an additional $24 million may be paid, depending upon future property performance.

	•		Provide a stand-by facility of $70 million in debt financing associated with these properties under development.

	•		Invest up to $50 million for a 20% interest in Casden Properties, LLC, which will develop the two properties AIMCO has committed to purchase, as well as pursue new development opportunities in

Southern California and other markets. AIMCO will have an option, but not an obligation, to purchase, at completion, all multi-family rental projects of Casden Properties, LLC.

In connection with the Casden Merger, the Company borrowed $287 million from Lehman Commercial Paper Inc. and several other lenders, pursuant to a term loan (the “Casden Loan”), to pay the cash portion of the Casden Merger consideration price and transaction costs. The primary borrowers under the Casden Loan are the Company and the AIMCO Operating Partnership, and all obligations thereunder are guaranteed by certain of AIMCO’s subsidiaries and a second priority pledge of certain non-real estate assets of the Company. The annual interest rate under the Casden Loan is based either on LIBOR or a base rate which is the higher of Lehman Commercial Paper Inc.’s reference rate or 0.5% over the federal funds rate, plus, in either case, an applicable margin. The margin is 3.0% in the case of LIBOR-based loans and 2.0% in the case of base rate loans, but the margin may increase to 3.25% in the case of LIBOR-based loans and 2.25% in the case of base rate loans if the rating of the Company’s or the AIMCO Operating Partnership’s senior unsecured debt is downgraded, the Company’s or the AIMCO Operating Partnership’s corporate credit rating is downgraded or the rating, if any, of the Casden Loan is downgraded. The Casden Loan matures in March 2004 and can be extended once at AIMCO’s option, for a term of one year. The financial covenants contained in the Casden Loan require the Company to maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, and an interest coverage ratio of 2.25 to 1.0, and a fixed charge coverage ratio of at least 1.70 to 1.0. In addition, the Casden Loan limits AIMCO from distributing more than 80% of its Funds From Operations (as defined in the Casden Loan documentation) (or such amounts as may be necessary for AIMCO to maintain its status as a REIT). The Casden Loan imposes minimum net worth requirements and provides other financial covenants related to certain of AIMCO’s assets and obligations. These borrowings are expected to be repaid with internal operating cash flow and the proceeds from property sales.

Oxford Tax Exempt Fund Merger

On March 26, 2001, the Company completed a merger pursuant to an agreement entered into on November 29, 2000 between AIMCO and Oxford Tax Exempt Fund II Limited Partnership (“OTEF”), for a total purchase price of $270 million, comprised of $100 million in Class P Convertible Cumulative Preferred Stock (the “Class P Preferred Stock”), $106 million in Class A Common Stock issued at $48.46 per share (2.185 million shares of Class A Common Stock), $17 million in cash, and $47 million in assumed liabilities. OTEF merged with a subsidiary of the AIMCO Operating Partnership. In connection with the Company’s acquisition of interests in properties (the “Oxford properties”) from affiliates of Oxford Realty Financial Group, Inc., on September 20, 2000, the Company had acquired interests in OTEF’s managing general partner and OTEF’s associate general partner. OTEF was a publicly traded master limited partnership that invested primarily in tax-exempt bonds issued to finance properties owned by affiliates of OTEF, including the Oxford properties. Subsequent to the merger, the Company sold certain of the tax-exempt bond receivables, with a carrying value of $246.8 million, to an unrelated third party at a discount to their face amount and retained a residual interest in those bonds. The fair value of the Company’s retained residual interests is based on the future cash flows from the bonds. The Company received net proceeds of approximately $253.3 million and recognized gains of $26.1 million on the sale of these tax-exempt bonds, which included $19.6 million of retained residual interests (see Note 26 in the accompanying consolidated financial statements). Approximately $23 million of tax-exempt bonds were not sold by the Company, of such amount; (i) $14 million were eliminated in consolidation and (ii) $9.0 million remain held by the Company and are classified with other assets.

Individual Property Acquisitions

The Company directly acquired interests in 5 apartment properties in separate transactions during 2001. The aggregate consideration paid by the Company of $120.1 million consisted of $21.7 million in cash, $31.5 million in preferred OP Units, $5.2 million in common OP Units and the assumption of $61.7 million of secured long-term indebtedness. As part of these acquisitions, the Company has also determined to undertake $3.6 million of initial capital expenditures related to these properties.

Tender Offers

During 2001, the Company acquired limited partnership interests in various partnerships in which affiliates of the Company served as general partner. The Company paid approximately $178 million in cash and OP Units to acquire these limited partnership interests.

Property Dispositions

In 2001, the Company sold 73 apartment properties, three commercial properties and one land parcel for an aggregate sales price of approximately $420 million. The Company’s share of the sales price was $160 million, of which approximately $78 million was used to pay existing mortgage debt and closing costs, and the net proceeds of $82 million were used to repay a portion of the Company’s outstanding short-term indebtedness and for other corporate purposes. The Company recognized a net gain under generally accepted accounting principles of approximately $17.4 million. The results of operations of 48 apartment properties and three commercial properties had been accounted for by the Company under the equity method.

Debt Assumptions and Financings

On March 11, 2002, the Company amended and restated its revolving credit facility. The commitment remains $400 million, and the number of lender participants in the facility’s syndicate is ten. The obligations under the amended and restated credit facility are secured by a first priority pledge of certain non-real estate assets of the Company and a second priority pledge of the equity ownership of the Company and certain subsidiaries of AIMCO. Borrowings under the amended and restated credit facility are available for general corporate purposes. The amended and restated credit facility matures in July 2004 and can be extended once at AIMCO’s option, for a term of one year. The annual interest rate under the credit facility is based either on LIBOR or a base rate which is the higher of Bank of America, N.A.’s reference rate of 0.5% over the federal funds rate, plus, in either case, an applicable margin. From March 11, 2002 through the later of July 31, 2002 or the date on which the Casden Loan is paid in full, the margin ranges between 2.05% and 2.55%, in the case of LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans, based upon a fixed charge coverage ratio. Commencing on the later of August 1, 2002 or the day after the date on which the Casden Loan is paid in full through maturity, the margin will range between 1.60% and 2.35%, in the case of LIBOR-based loans, and between 0.20% and 0.95%, in the case of base rate loans, based upon a fixed charge coverage ratio. The weighted average interest rate at March 15, 2002 was 4.42%, and the balance outstanding was $244 million. The amount available under the amended and restated credit facility at March 15, 2002 was $156 million.

During the year ended December 31, 2001, the Company issued $906 million of primarily long-term, fixed rate, fully amortizing non-recourse mortgage notes payable with a weighted average interest rate of 6.1%. Each of the notes is individually secured by one of 91 properties with no cross-collateralization. The Company’s share of proceeds was $620 million, which was used to pay existing mortgage debt and transaction costs of $454 million, with the net proceeds of $166 million used to repay a portion of the Company’s outstanding short-term indebtedness and for other corporate purposes. In 2001, the Company incurred $6.6 million in prepayment costs associated with debt refinancing, which was charged to expense. During the year ended December 31, 2001, the Company also assumed $61.7 million of primarily long-term, fixed-rate, fully amortizing notes payable with a weighted average interest rate of 7.2% in connection with the acquisition of properties. Each of the notes is individually secured by one of five properties with no cross-collateralization.

Equity Transactions

Preferred Stock

In 2001, the Company issued $186.8 million of preferred stock in two underwritten public offerings yielding $179.7 million of net proceeds. In addition, the Company issued $100 million of preferred stock in connection with the OTEF merger. These transactions are summarized below:


			Number		Total Proceeds		Dividend or
			of		in		Distribution
Transaction	Type	Date	Shares		Millions		Rate

Class P Convertible Cumulative Preferred Stock of AIMCO	Merger	March 2001		4,000,000	$	100.0		(1	)
Class Q Cumulative Preferred Stock of AIMCO	Public	March 2001		2,530,000		63.3		(2	)
Class R Cumulative Preferred Stock of AIMCO	Public	July/August 2001		4,940,000		123.5		(3	)

GROSS PROCEEDS					$	286.8

(1)		Dividends on the Class P Convertible Cumulative Preferred Stock (the “Class P Preferred Stock”) are paid in an amount per share equal to the greater of (i) $2.25 per year (equivalent to 9% of the $25.00 liquidation preference), or (ii) the cash dividends payable on the number of shares of Class A Common Stock (or a portion thereof) into which a share of Class P Preferred Stock is convertible. Dividends are paid on the Class P Preferred Stock quarterly, beginning on April 15, 2001 (the initial dividend paid on the Class P Preferred Stock was $0.125 per share). The 4.0 million shares of Class P Preferred Stock outstanding are convertible into approximately 1.8 million shares of Class A Common Stock.

(2)		Dividends on the Class Q Cumulative Preferred Stock (the “Class Q Preferred Stock”) are paid in an amount per share equal to $2.525 per year (equivalent to 10.10% per annum of the $25.00 liquidation preference). Dividends are paid on the Class Q Preferred Stock quarterly, beginning on June 15, 2001 (the initial dividend paid on the Class Q Preferred Stock was $0.603194 per share for those shares issued on March 19, 2001 and $0.533056 per share for those shares issued on March 29, 2001).

(3)		Dividends on the Class R Cumulative Preferred Stock (the “Class R Preferred Stock”) are paid in an amount per share equal to $2.50 per year (equivalent to 10% per annum of the $25.00 liquidation preference). Dividends are paid on the Class R Preferred Stock quarterly, beginning on September 15, 2001 (the initial dividend paid on the Class R Preferred Stock was $0.382 per share).

Common Stock

The following table summarizes the Company’s significant recent issues of Class A Common Stock:


		Number		Total Value		Net Issue
		of		in		Price per
Transaction	Date	Shares		Millions		Share

OTEF Merger	March 2001		2,185,000	$	106	$	48.46
Casden Merger	March 2002		3,508,000		164		47.00

GROSS VALUE				$	271	$	47.60

In addition, the Company issued approximately 882,000 common OP Units ($41.5 million) in connection with the Casden Merger, and 2.3 million of OP units ($79.9 million) in connection with limited partnership and other acquisitions.

Pending Acquisitions and Dispositions

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

Financial Information About Industry Segments

The Company operates in two industry segments, which include the ownership, operation and management of a diversified portfolio of apartment properties, and the management of apartment properties for third parties and affiliates. See the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K for financial information relating to the Company. See Note 24 to the consolidated financial statements and Management’s Discussion and Analysis for discussion of sources of revenues from the various components of the Company’s operations.

Operating and Financial Strategies

The Company strives to meet its objective of providing long-term, predictable Funds From Operations (“FFO”) per share of Class A Common Stock, less an allowance for capital replacement spending, by implementing its operating and financing strategies which include the following:

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

	•		Geographic Diversification. AIMCO operates in 45 states, the District of Columbia and Puerto Rico. This geographic diversification insulates the Company, to some degree, from inevitable downturns in any one market. AIMCO’s net income before depreciation and interest expense is earned in more than 161 local markets. In 2001, the largest single market (Washington D.C. Metro area) contributed 9.7% to net income before depreciation and interest expense, and the five largest markets contributed 27.6%.

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

	•		Price Point Diversification. The Company’s portfolio of apartment properties covers a broadly diverse range of average monthly rents, primarily from $500 to greater than $1,000.

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

	•		Capital Replacement. AIMCO believes that the physical condition and amenities of its apartment communities are important factors in its ability to maintain and increase rental rates. The Company spent approximately $367 per owned apartment unit for capital replacements in 2001.

	•		Debt Financing. AIMCO’s strategy is generally to incur debt to increase its return on equity while maintaining acceptable interest coverage ratios. AIMCO seeks to maintain a ratio of free cash flow to combined interest expense and preferred stock dividends of between 2:1 and 3:1 and to match debt maturities to the character of the assets financed. For the year ended December 31, 2001, the Company had a ratio of free cash flow to combined interest expense and preferred stock dividends of 1.97:1. The Company intends to increase the coverage ratio to 2.2:1 through debt amortization, debt repayment, conversions of convertible preferred equity and improved operating performance. The Company uses predominantly long-term, fixed-rate and self-amortizing non-recourse debt in order to avoid the refunding or repricing risks of short-term borrowings. The Company uses short-term debt financing to fund acquisitions and generally expects to refinance such borrowings with retained earnings, property sales proceeds or long-term debt financings. As of December 31, 2001, approximately 4% of AIMCO’s outstanding debt was short-term debt and 96% was long-term debt.

	•		Dispositions. While the Company holds all its properties for investment, the Company sells properties when they do not meet its return on investment criteria or are located in areas where AIMCO does not believe that the long-term values justify the continued investment in the properties.

	•		Dividend Policy. AIMCO pays dividends to its stockholders. The Company distributed 60.7%, 59.9% and 61.3% of FFO to holders of Class A Common Stock for the years ended December 31, 2001, 2000 and 1999, respectively. It is the present policy of the Board of Directors to increase the dividend annually in an amount equal to one-half of the projected increase in FFO, adjusted for capital replacements, subject to minimum distribution requirements to maintain its REIT status.

Growth Strategies

The Company seeks growth through three primary sources — property operations, redevelopment of properties and acquisitions.

Property Operations

The Company pursues operational growth primarily through the following strategies:

	•		Revenue Increases. The Company increases rents where feasible and seeks to improve occupancy rates. In addition, the Company continues to expand its utility reimbursement programs. These programs promote conservation through individual utility metering, while offsetting utility expense through resident reimbursements for usage. Water sub-metering has been the primary focus of the programs, with electricity, gas, and trash also contributing on a regional basis.

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

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

Redevelopment of Properties

The Company believes redevelopment of selected properties in superior locations provides advantages over development of new properties. AIMCO believes that redevelopment can allow the Company to achieve rents comparable to new properties and, compared to development of new properties, can be accomplished with relatively lower financial risk, in less time and with reduced delays due to governmental regulation. AIMCO’s current policy is to limit redevelopments to approximately 10% of total common and preferred equity market capitalization.

Acquisitions

The Company believes its acquisition strategies may increase profitability and predictability of earnings by increasing its geographic diversification, economies of scale and opportunities to provide ancillary services to tenants at its properties. Since AIMCO’s initial public offering in July 1994, the Company has completed numerous acquisition transactions, expanding its portfolio of owned or managed properties from 132 apartment properties with 29,343 units to 1,371 apartment properties with 280,288 units as of December 31, 2001. The Company acquires additional properties primarily in three ways:

	•		Direct Acquisitions. AIMCO may directly, including through mergers and other business combinations, acquire individual properties or portfolios of properties and controlling interests in entities that own or control such properties or portfolios. To date, a significant portion of AIMCO’s growth has resulted from the acquisition of other companies that owned or controlled properties.

	•		Increasing its Interest in Partnerships. For properties where AIMCO owns a general partnership interest in the property-owning partnership, the Company may seek to acquire, subject to its fiduciary duties, the interests in the partnership held by third parties for cash or, in some cases, in exchange for OP Units. Since 1996, the Company has completed over 2,200 tender offers with respect to various partnerships resulting in over 150,000 transactions totaling $795 million in cash and OP Units spent to purchase these additional interests in such partnerships.

	•		Acquisition of Managed Properties. AIMCO’s property management operations have contributed to its acquisition activities. Since AIMCO’s initial public offering, the Company has acquired from its managed portfolio 16 properties comprising 5,697 units for total consideration of $189.9 million. In addition, the Company acquired interests in 167 Oxford properties comprising 36,949 units for a total purchase price of $1,189 million.

Property Management Strategies

AIMCO seeks to improve the operating results from its property management operations by, among other methods, combining centralized financial control and uniform operating procedures with localized property management decision-making and market knowledge. Currently, AIMCO’s management operations are organized

into 18 regional operating centers. Each of the regional operating centers is supervised by a Regional Vice-President.

Taxation of the Company

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

If the Company qualifies for taxation as a REIT, it will generally not be subject to U.S. federal corporate income tax on its net income that is currently distributed to stockholders. This treatment substantially eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from investment in a corporation. If the Company fails to qualify as a REIT in any taxable year, its taxable income will be subject to U.S. federal income tax at regular corporate rates (including any applicable alternative minimum tax). Even if the Company qualifies as a REIT, it may be subject to certain state and local income taxes and to U.S. federal income and excise taxes on its undistributed income.

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

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

Competition

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

Regulation

General

Multi-family apartment properties are subject to various laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, activity centers and other common areas. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which would adversely affect the Company’s cash flows from operating activities. In addition, future enactment of rent control or rent stabilization laws or other laws regulating multi-family housing may reduce rental revenue or increase operating costs in particular markets.

Laws Benefiting Disabled Persons

Under the Americans with Disabilities Act of 1990, all places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. These requirements became effective in 1992. A number of additional federal, state and local laws may also require modifications to the Company’s

properties, or restrict certain further renovations of the properties, with respect to access thereto by disabled persons. For example, the Fair Housing Amendments Act of 1988 requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although the Company believes that its properties are substantially in compliance with present requirements, it may incur unanticipated expenses to comply with these laws.

Regulation of Affordable Housing

As of December 31, 2001, the Company owned or controlled (consolidated) 28 properties that benefit from governmental programs intended to provide housing to people with low or moderate incomes. AIMCO also held an equity interest in (unconsolidated) 353 properties with an average ownership percentage of 25% and managed for third parties 112 properties that benefit similar persons. These programs, which are usually administered by the United States Department of Housing and Urban Development (“HUD”) or state housing finance agencies, typically provide mortgage insurance and favorable financing terms to the property owners and/or rental assistance payments to the residents. As a condition to the receipt of assistance under these programs, the properties must comply with various requirements, which typically limit rents to pre-approved amounts. The Company must obtain the approval of HUD in order to manage, or acquire a significant interest in, a HUD-assisted or HUD-insured property. As of December 31, 2001 the Company’s affordable properties contributed 5% of the Company’s Free Cash Flow.

Environmental

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

Insurance

Management believes that the Company's insurance coverages insure its properties adequately against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood and other perils. AIMCO Assurance Ltd., a Bermuda domiciled insurer wholly-owned by the Company, reinsures 100% of the risk of the first $1 million loss from any casualty. For the policy year ending February 28, 2002, the Company was insured for any casualty loss in excess of $1 million, up to $200 million, by a combination of several insurance carriers, all of which were at least A-rated. Commencing March 1, 2002, the Company maintained the insurance coverage with AIMCO Assurance Ltd. for the first $1 million of coverage per loss, and retained the risk of aggregated property losses in excess of $1 million up to $5 million. The Company has fully funded its $4 million aggregate retained exposure. The additional excess coverage, up to $200 million in the aggregate, has been placed with a combination of several insurance carriers, all of which are at least A-rated. Because the Company has a highly diversified and geographically dispersed portfolio of residential properties, and because of the Company's inability to obtain such specialized coverage at rates that correspond to the perceived level of risk, the Company elected not to purchase insurance for losses caused by acts of terrorism at the current time. The Company continues to evaluate the availability and cost of terrorism coverage from the insurance market.

There have been recent reports of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold in residential units. Some of these lawsuits have resulted in substantial monetary judgments or settlements. Although the Company has been named as a defendant in suits that have alleged the presence of mold, the Company believes that no such lawsuit creates the risk of an outcome that will have a material impact upon the Company's financial condition taken as a whole. The Company has heretofore been insured against claims arising from the presence of mold due to water intrusion, but expects that in the future insurance carriers may exclude claims arising from the presence of mold in future policies. The Company has implemented protocols and procedures to prevent and/or eliminate mold from its properties and believes that its measures will eliminate, or at least minimize, the effects that mold could have on its residents. As a result, the Company does not believe that claims asserting the presence of mold will have a material impact upon the Company's financial condition taken as a whole.

Employees

The Company has a staff of employees performing various acquisition, redevelopment and management functions. The Company, through the AIMCO Operating Partnership and the management companies, has approximately 7,800 employees, most of whom are employed at the property level. Certain of its employees are represented by unions. The Company has never experienced a work stoppage. The Company believes it maintains satisfactory relations with its employees.

ITEM 2. Properties

The Company’s properties are located in 45 states, Puerto Rico and the District of Columbia. The properties are managed by seven Division Vice-Presidents overseeing 18 regional operating centers. The following table sets forth information for the regional operating centers as of December 31, 2001:


	Conventional		Number of		Number of
Regional Operating Center	Division		Properties		Units

Conventional:
Chicago, IL	Midwest			48		12,643
Indianapolis, IN	Midwest			53		15,416

				101		28,059

Philadelphia, PA	Northeast			23		10,900
Rockville, MD	Northeast			44		15,374

				67		26,274

Los Angeles, CA	Pacific			53		10,407

Atlanta, GA	Southeast			83		20,716
Boca Raton, FL	Southeast			66		17,966
Columbia, SC	Southeast			88		20,806
Lansing, MI	Southeast			59		17,889
Tampa, FL	Southeast			45		12,711

				341		90,088

Dallas, TX	Texas			49		11,647
Houston, TX	Texas			85		19,908

				134		31,555

Denver, CO	West			32		7,750
Phoenix, AZ	West			57		14,759

				89		22,509

		Affordable
Affordable:		Division
Greenville, SC	East			93		10,966
Yardley, PA	Northeast			126		17,701
Orlando, FL	Southeast			90		8,911
Kansas City, MO	West			182		21,358

				491		58,936

Properties not currently managed by AIMCO				95		12,460

Total				1,371		280,288

At December 31, 2001, the Company owned or controlled (consolidated) 557 properties containing 157,256 units. These consolidated properties contain, on average, 282 apartment units, with the largest property containing 2,907 apartment units. These properties offer residents a range of amenities, including swimming pools, clubhouses, spas, fitness centers, tennis courts and saunas. Many of the apartment units offer design and appliance features such as vaulted ceilings, fireplaces, washer and dryer hook-ups, cable television, balconies and patios. In addition, at December 31, 2001, the Company held an equity interest in (unconsolidated) 569 properties containing 91,512 units, and managed 245 other properties containing 31,520 units. The Company’s total portfolio of 1,371 properties contain, on average, 204 apartment units, with the largest property containing 2,907 apartment units, and includes 95 properties with 12,460 units that are not currently managed by the Company.

Substantially all of the properties owned or controlled by the Company are encumbered by mortgage indebtedness. At December 31, 2001, the Company had aggregate mortgage indebtedness totaling $4,547.3 million, which was secured by 548 properties with a combined net book value of $6,800 million, having an aggregate weighted average interest rate of 6.96%. As of December 31, 2001, approximately 4% of AIMCO’s outstanding debt was short-term debt and 96% was long-term debt. See the financial statements included elsewhere in this Annual Report on Form 10-K for additional information about the Company’s indebtedness.

ITEM 3. Legal Proceedings

General

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

Limited Partnerships

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

Other Legal Matters

In December 2001, the Company and certain of its affiliated partnerships which own properties voluntarily entered into an agreement with the U.S. Environmental Protection Agency (“EPA”) and HUD pursuant to which they agreed to pay a fine of $130,000, and conduct lead-based paint inspections and other testing, if necessary, on properties initially built prior to 1978, and re-issue lead-based paint disclosures to residents of such properties which have not been certified as lead-base paint free. In return, neither the Company nor its properties will be subject to any additional fines for inadequate disclosures prior to the Company’s execution of the agreement. The cost of the settlement, inspections and remediations incurred to date had been reserved for at the time the Company acquired the NHP and Insignia portfolios. Any remaining costs are not expected to be material.

On January 30, 2002, AIMCO and four of its affiliated partnerships were named as defendants in a lawsuit brought by the City Attorney for the City and County of San Francisco in the Superior Court, County of San Francisco. The City Attorney asserts that the defendants have violated certain state and local residential housing codes, and engaged in unlawful business practices and unfair competition, in connection with four properties owned and operated by the affiliated partnerships. The City Attorney asserts civil penalties from $500 to $1,000 per day for each affected unit, as well as, other statutory and equitable relief. The Company has engaged in preliminary discussions with the City Attorney to resolve the lawsuit. In the event it is unable to resolve the lawsuit, the Company believes it has meritorious defenses to assert and will vigorously defend itself. While the outcome of any litigation is uncertain, the Company does not believe that the ultimate outcome will have a material impact upon the Company’s financial condition take as a whole.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

PART II

ITEM 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

AIMCO’s Class A Common Stock has been listed and traded on the NYSE under the symbol “AIV” since July 22, 1994. The following table sets forth the quarterly high and low sales prices of the Class A Common Stock, as reported on the NYSE, and the dividends paid by the Company for the periods indicated:

Dividends

Paid

Quarter Ended

High

Low

(per share)

1999

March 31, 1999

41 5/8

0.6250

June 30, 1999

44 1/16

35 5/16

0.6250

September 30, 1999

42 5/8

37 5/16

0.6250

December 31, 1999

40 3/16

34 1/16

0.6250

2000

March 31, 2000

39 15/16

36 5/16

0.7000

June 30, 2000

45 1/4

37 3/4

0.7000

September 30, 2000

49 3/8

43 11/16

0.7000

December 31, 2000

50 1/16

42 5/8

0.7000

2001

March 31, 2001

49 13/16

40 5/16

0.7800

June 30, 2001

48 1/4

42 1/4

0.7800

September 30, 2001

49 3/16

43 10/16

0.7800

December 31, 2001

46 9/16

41 7/16

0.7800

2002

March 31, 2002 (through March 1, 2002)

46 1/10

0.8200

On March 1, 2002, there were 75,415,081 shares of Class A Common Stock outstanding, held by 4,620 stockholders of record, and 9,479,338 common OP Units outstanding.

AIMCO, as a REIT, is required to distribute annually to holders of common stock at least 90% (95% prior to 2001) of its “real estate investment trust taxable income,” which, as defined by the Internal Revenue Code and Treasury regulations, is generally equivalent to net taxable ordinary income. AIMCO measures its economic profitability and intends to pay regular dividends to its stockholders based on FFO, less capital replacements during the relevant period. However, the future payment of dividends by AIMCO will be at the discretion of the Board of Directors and will depend on numerous factors including AIMCO’s financial condition, its capital requirements, the annual distribution requirements under the provisions of the Internal Revenue Code applicable to REITs and such other factors as the Board of Directors deems relevant.

From time to time, AIMCO issues shares of Class A Common Stock in exchange for OP Units tendered to the AIMCO Operating Partnership for redemption in accordance with the terms and provisions of the agreement of limited partnership of the AIMCO Operating Partnership. Such shares are issued based on an exchange ratio of one share for each OP Unit. The shares are issued in exchange for OP Units in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof. During the three months ended December 31, 2001, approximately 231,000 shares of Class A Common Stock were issued in exchange for OP Units.

During the three months and year ended December 31, 2001, the Company repurchased and retired approximately 59,000 shares and 772,000 shares, respectively, of Class A Common Stock at a net price of $2.6 million and $33.3 million, respectively, and an average share price of $44.63 per share, and $43.15 per share, respectively.

ITEM 6. Selected Financial Data

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


		For the Year Ended December 31,

		2001			2000 (1)			1999 (1)			1998 (1)			1997 (1)

OPERATING DATA:
Rental and other property revenues		$	1,297,764		$	1,051,000		$	533,917		$	377,139		$	193,006
Property operating and owned management expense			(507,211	)		(439,840	)		(215,448	)		(149,550	)		(77,521	)

Income from rental property operations			790,553			611,160			318,469			227,589			115,485
Income (loss) from investment management business			27,591			15,795			9,183			(4,871	)		(1,876	)
General and administrative expenses			(18,530	)		(18,123	)		(15,248	)		(13,568	)		(5,396	)
Depreciation of rental property (2)			(345,649	)		(298,946	)		(131,753	)		(84,635	)		(37,741	)
Interest expense			(315,860	)		(269,826	)		(140,094	)		(89,424	)		(51,385	)
Interest and other income			68,593			66,241			55,320			29,368			8,676
Operating earnings			150,101			107,757			85,497			64,982			30,246
Distribution to minority interest partners in excess of income			(47,701	)		(24,375	)		—			—			—
Gain (loss) on disposition of real estate property			17,394			26,335			(1,785	)		4,674			2,720
Income before minority interest in AIMCO Operating Partnership			119,794			109,717			83,712			69,656			32,697
Net income			107,352			99,178			77,527			64,474			28,633
Net income attributable to preferred stockholders			90,331			63,183			53,453			26,533			2,315
Net income attributable to common stockholders			17,021			35,995			24,074			37,941			26,318
OTHER INFORMATION:
Total owned or controlled properties (end of period)			557			566			373			242			147
Total owned or controlled apartment units (end of period)			157,256			153,872			106,148			63,086			40,039
Total equity properties (end of period)			569			683			751			902			515
Total equity apartment units (end of period)			91,512			111,748			133,113			170,243			83,431
Units under management (end of period)			31,520			60,669			124,201			146,034			69,587
Basic earnings per common share		$	0.23		$	0.53		$	0.39		$	0.84		$	1.09
Diluted earnings per common share		$	0.23		$	0.52		$	0.38		$	0.80		$	1.08
Dividends paid per common share		$	3.12		$	2.80		$	2.50		$	2.25		$	1.85
BALANCE SHEET INFORMATION:
Real estate, before accumulated depreciation		$	8,415,620		$	7,012,452		$	4,512,697		$	2,802,598		$	1,657,207
Real estate, net of accumulated depreciation			6,795,855			6,099,189			4,096,200			2,573,718			1,503,922
	Total assets		8,322,536			7,699,874			5,684,951			4,248,800			2,100,510
	Total indebtedness		4,760,842			4,360,115			2,584,289			1,660,715			808,530
Mandatorily redeemable convertible preferred securities			20,637			32,330			149,500			149,500			—
Stockholders’ equity			2,716,390			2,501,657			2,259,396			1,902,564			1,045,300

(1)		Certain reclassifications have been made to 2000, 1999, 1998 and 1997 amounts to conform with the 2001 presentation. These reclassifications represent certain eliminations of self-charged management fee income and expenses in accordance with consolidation accounting principles. Effective January 1, 2001, the Company began consolidating its previously unconsolidated subsidiaries (see Note 6 to the consolidated financial statements). Prior to this date, the Company had significant influence but did not have control. Accordingly, such investments were accounted for under the equity method.

(2)		Effective July 1, 2001 for certain assets and October 1, 2001 for the majority of the portfolio, the Company extended the estimated useful lives of its buildings and improvements from a weighted average composite life of 25 years to a weighted average composite life of 30 years. This change increased net income by approximately $31 million or $0.42 per diluted share in 2001.

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

Overview

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Report, the Company’s Annual Report to Stockholders and other filings under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (as well as information communicated orally or in writing between the dates of such filings) contains or may contain information that is forward looking, including, without limitation, statements regarding the effect of acquisitions, the Company’s future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward looking statements and will be affected by a variety of risks and factors including, without limitation, national and local economic conditions, the general level of interest rates, terms of governmental regulations that affect the Company and interpretations of those regulations, the competitive environment in which the Company operates, financing risks, including the risk that the Company’s cash flows from operations may be insufficient to meet required payments of principal and interest, real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets, acquisition and development risks, including failure of such acquisitions to perform in accordance with projections, and possible environmental liabilities, including costs which may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Company. In addition, the Company’s continued qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code. Readers should carefully review the Company’s financial statements and the notes thereto, as well as the risk factors described in the documents the Company files from time to time with the Securities and Exchange Commission.

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

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require the Company to make estimates and assumptions. The Company believes that of its significant accounting policies (see Note 2 to the consolidated financial statements), the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Real estate and other long-lived assets are recorded at cost, less accumulated depreciation, unless considered impaired. If events or circumstances indicate that the carrying amount of a property may be impaired, the Company will make an assessment of its recoverability by estimating the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate future cash flows, the Company would recognize an impairment loss to the extent the carrying amount exceeds the fair value of the property.

Real property 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 changes in the national, regional and local economic climate; local conditions, such as an oversupply of multifamily properties or a reduction in the demand for our multifamily properties; competition from other available multifamily property owners and changes in market rental rates. Any adverse changes in these factors could cause an impairment in the Company’s assets, including real estate, investments in unconsolidated real estate partnerships, notes receivable from unconsolidated real estate partnerships, and the retained residual interest in financial assets.

Notes Receivable and Interest Income Recognition

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

Capitalized Costs

The Company capitalizes direct and indirect costs (including interest, real estate taxes and other costs) in connection with the redevelopment, initial capital expenditures, capital enhancement and replacement needs of its owned or controlled properties. Indirect costs that do not relate to the above activities, including general and administrative expenses are charged to expense as incurred. Management is required to use professional judgment in determining whether such costs meet the criteria for immediate expense or capitalization. The amounts are dependent on the volume and timing of certain redevelopment activities and the costs associated with such activities. As a result, changes in costs and activity may have a significant impact on the Company’s results of operations and cash flows.

Intangible Assets

The Company has significant intangible assets related to goodwill and other acquired intangibles. The determination of related estimated useful lives and whether or not these assets are impaired involves significant judgments. Changes in strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded asset balances.

Income Taxes

The Company currently has significant deferred tax assets, which are subject to periodic recoverability assessments. Realization of our deferred tax assets is principally dependent upon our achievement of projected future taxable income. Our judgments regarding future profitability may change due to future market conditions, our ability to continue to successfully execute our business plan and other factors. These changes, if any, may require possible material adjustments to these deferred tax asset balances.

Allowance for Loan Losses

The Company is required to estimate the collectibility of its notes receivable. Management’s judgment is required in assessing the ultimate realization of these receivables including the current credit-worthiness of each borrower. Allowances are based on management’s opinion of an amount that is adequate to absorb losses in the existing portfolio. The allowance for loan loss is established through a provision for loss based on management’s evaluation of the risk inherent in the loan portfolio, the composition of the portfolio, specific impaired loans and current economic conditions. Such evaluation, which includes a review of all loans on which full collectibility may not be reasonably assured, considers among other matters, full realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, management’s estimate of probable credit losses and other factors that warrant recognition in providing for an adequate loan loss allowance. Significant changes in required reserves may occur in the future due to the changes in the market environment.

Legal Contingencies

The Company is currently involved in certain legal proceedings. The Company does not believe these proceedings will have a material adverse effect on its consolidated financial position. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in assumptions and the effectiveness of strategies, related to these proceedings.

Insurance

A portion of the Company’s insurance for workers’ compensation, property casualty, general liability, and vehicle liability is self-insured. A third-party administrator is used to process all such claims. As a result, the Company accrues for such liabilities based upon the claim reserves established by the third-party administrator each month. The Company’s reserves associated with the exposure to these self-insured liabilities are reviewed by management for adequacy at the end of each reporting period.

Transfers of Financial Assets

Gains and losses from sales of financial assets are recognized in the consolidated statements of income when the Company relinquishes control of the transferred financial assets in accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FAS Statement No. 125” and other related pronouncements. The gain or loss on the sale of financial assets depends in part on the previous carrying amount of the assets involved in the transfer, allocated between the assets sold and the retained residual interests based upon their respective fair values at the date of sale.

The Company recognizes any interests in the transferred assets and any liabilities incurred in connection with the sale of financial assets in its consolidated statements of financial condition at fair value. Subsequently, changes in the fair value of such interests are recognized in the consolidated statements of income. The use of different estimates or assumptions could produce different financial results.

Results of Operations

Comparison of the Year Ended December 31, 2001 to the Year Ended December 31, 2000

Effective January 1, 2001, the Company began consolidating its previously unconsolidated subsidiaries (see Note 6 to the consolidated financial statements). Prior to this date, the Company had significant influence but did not have control. Accordingly, such investments were accounted for under the equity method. Under the equity method, the Company’s pro-rata share of the earnings or losses of the entity for the periods being presented was included in equity in earnings (losses) from unconsolidated subsidiaries. In order for a meaningful analysis of the financial statements to be made, the revenues and expenses for the unconsolidated subsidiaries for the year ended December 31, 2000, have been included in the following analysis as though they had been consolidated, and as a result the 2000 amounts are different than the historical information as previously reported. All significant intercompany revenues and expenses have been eliminated. Dollar amounts are in thousands.


	Year Ended December 31,

	2001			2000

RENTAL PROPERTY OPERATIONS:
Rental and other property revenues	$	1,297,764		$	1,080,958
Property operating expenses		(498,426	)		(441,503	)
Owned property management expense		(8,785	)		(14,902	)

Income from property operations		790,553			624,553

INVESTMENT MANAGEMENT BUSINESS:
Management fees and other income primarily from affiliates		165,800			166,154
Management and other expenses		(119,480	)		(114,840	)
Amortization of intangibles		(18,729	)		(12,070	)

Income from investment management business		27,591			39,244

General and administrative expenses		(18,530	)		(18,123	)
Consulting fees — business process improvement		(6,400	)		—
Provision for losses on accounts, fees and notes receivable		(6,646	)		—
Depreciation of rental property		(345,649	)		(301,749	)
Interest expense		(315,860	)		(284,008	)
Interest and other income		68,593			70,823
Equity in earnings (losses) of unconsolidated real estate partnerships		(16,662	)		5,246
Minority interest in consolidated real estate partnerships		(26,889	)		(28,229	)

Operating earnings		150,101			107,757
Distributions to minority interest partners in excess of income		(47,701	)		(24,375	)
Gain on disposition of real estate property, net		17,394			26,335

Income before minority interest in AIMCO Operating Partnership		119,794			109,717

Minority interest in AIMCO Operating Partnership, common		(2,639	)		(3,520	)
Minority interest in AIMCO Operating Partnership, preferred		(9,803	)		(7,019	)

Net income	$	107,352		$	99,178

Net income attributable to preferred stockholders	$	90,331		$	63,183

Net income attributable to common stockholders	$	17,021		$	35,995

Net Income

The Company recognized net income of $107.3 million, and net income attributable to common stockholders of $17.0 million, for the year ended December 31, 2001, compared to net income and net income attributable to common stockholders of $99.2 million and $36.0 million, respectively, for the year ended December 31, 2000. Net income attributable to common stockholders represents net income less dividends accrued on preferred stock.

The following paragraphs discuss the results of operations in detail.

Consolidated Rental Property Operations

Consolidated rental and other property revenues from the Company’s owned and controlled properties totaled $1,297.8 million for the year ended December 31, 2001, compared with $1,081.0 million for the year ended December 31, 2000, an increase of $216.8 million, or 20.0%. This increase in consolidated rental and other property revenues is a result of the following:

	•		The acquisition of properties contributed 61.8% of the increase. These contributing acquisitions include the Oxford properties and 12 other properties acquired in the third and fourth quarters of 2000, and three properties in 2001.

	•		The purchase of controlling interests in and the subsequent consolidation of partnerships contributed 29.4% of the increase. These partnerships included 80 properties that were first consolidated after the first quarter of 2000, and seven properties that were first consolidated in 2001.

	•		A 3.6% increase in same store revenues contributed 18.0% of the total increase. See further discussion of same store results under the heading “Same Store Property Operating Results”.

	•		The disposition of 25 consolidated apartment properties in 2001 and 22 consolidated apartment properties occurring after the first quarter of 2000 offset the effect of the above increase by 9.2%.

Consolidated property operating expenses from the Company’s owned and controlled properties, consisting of on-site payroll costs, utilities, contract services, turnover costs, repairs and maintenance, advertising and marketing, property taxes and insurance, totaled $498.4 million for the year ended December 31, 2001, compared with $441.5 million for the year ended December 31, 2000, an increase of $56.9 million or 12.9%. This increase in consolidated property operating expenses is a result of the following:

	•		The acquisition of properties contributed 67.4% of the increase. These contributing acquisitions include the Oxford properties and 12 other properties acquired in the third and fourth quarters of 2000, and three properties in 2001.

	•		The purchase of controlling interests in and the subsequent consolidation of partnerships contributed 48.4% of the increase. These contributing partnerships included 80 properties that were first consolidated after the first quarter of 2000, and seven properties that were first consolidated in 2001.

	•		A 4.4% increase in same store expenses contributed 34.1% of the total increase. See further discussion of same store results under the heading “Same Store Property Operating Results”.

	•		The capitalization of $19 million of construction-related costs offset the above increase by 33.4%. See further discussion of same store results under the heading “Same Store Property Operating Results”.

	•		The disposition of 25 consolidated apartment properties in 2001 and 22 consolidated apartment properties occurring after the first quarter of 2000 further offset the effect of the above increase by 16.5%.

Consolidated owned property management expenses, representing the costs of managing the Company’s owned and controlled properties, totaled $8.8 million (net of intercompany eliminations) for the year ended December 31, 2001, compared with $14.9 million for the year ended December 31, 2000, a decrease of $6.1 million or 41.0%. The decrease is the result of increased ownership in controlled, consolidated partnerships, which requires additional elimination of property management expenses and the associated income from the investment management business, in accordance with consolidation accounting principles.

Consolidated Investment Management Business

Income from the consolidated asset and investment management business, which is primarily earned from affiliated unconsolidated real estate partnerships in which the Company is the general partner, was $27.6 million for the year ended December 31, 2001, compared with $39.2 million for the year ended December 31, 2000, a decrease of $11.6 million or 30.0%. This decrease in consolidated investment management business is a result of the following:

	•		A decrease of $22 million in management fees and other income due to a reduction in the number of properties managed, including approximately 225 for third parties.

	•		A decrease of $6.6 million due to increased amortization of intangibles from additional property and asset management contract intangibles that were acquired as part of the acquisition of the Oxford properties.

	•		A decrease of $5.6 million due to additional management and other expenses relating to one time, mostly non-recurring, losses from health and property casualty insurance claims.

	•		A decrease of $2.5 million due to the increased ownership in controlled, consolidated partnerships, which requires additional elimination of management fee income and the associated property management expense.

	•		An increase of $10.3 million as the Company earned fees resulting from additional construction supervisory management services in 2001. These fees were calculated and billed to the real estate partnerships based on a percentage of volume of construction activities.

	•		An increase of $9.7 million due to increased capitalization of direct and indirect costs related to construction, redevelopment, capital enhancement and capital replacement activities.

	•		An increase of $4.6 million resulting from accounting and other fees earned from the Oxford properties, which were acquired by the Company in September 2000.

In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). SFAS 142 eliminates amortization of goodwill and indefinite-lived intangible assets and requires the Company to perform impairment tests at least annually on all goodwill and other indefinite-lived intangible assets. The requirements of SFAS 142 are effective for the Company beginning January 1, 2002. The Company anticipates that the adoption of the non-amortization provision of SFAS 142 will result in an increase in annual net income, net of minority interest, of $6.9 million ($0.09 per diluted share) per year.

Consolidated General and Administrative and Other Expenses

Consolidated general and administrative expenses remained consistent, with $18.5 million for the year ended December 31, 2001 compared with $18.1 million for the year ended December 31, 2000.

The Company incurred $6.4 million of consulting fees paid to a specialized third party vendor for the year ended December 31, 2001 in connection with a systematic and comprehensive effort to improve its business processes and financial controls. This effort resulted in identifying many initiatives to eliminate work and reduce costs. Three of the main themes were to increase focus on the operation of the conventional properties, strengthen corporate support to field operations and increase focus on the realization of equity values embedded in the Company’s portfolio of affordable properties. In 2001, the Company transferred affordable property management to a team separate from conventional property management, and reduced its business of providing property management services to unrelated third parties from 60,669 units at the end of 2000 to 31,520 units by the end of 2001, in order to focus on the operation of conventional properties. The Company has strengthened a number of its corporate functions including purchasing, which has provided for lower costs; marketing, to improve traffic; human resources, to improve the recruitment, training and retention of top performers; financial control, to provide more timely financial information; and information technology systems, which includes the pending installation of an on site property management program.

Additionally, for the year ended December 31, 2001, the Company provided for an additional allowance of $6.6 million for possible losses on accounts, fees and notes receivable and other contingencies.

Consolidated Depreciation of Rental Property

Consolidated depreciation of rental property totaled $345.6 million for the year ended December 31, 2001, compared with $301.7 million for the year ended December 31, 2000, an increase of $43.9 million or 14.6%. This increase is a result of the purchase of interests in the Oxford properties, as well as other acquisitions, which contributed 122.7% of the increase; the purchase of controlling interests and the subsequent consolidation of partnerships, which contributed 31.7% of the increase; and depreciable additions to same store properties, contributing 27.3% of the increase. The effect of the foregoing was offset 77.0% by a decrease of $34 million due to a change in estimate of useful lives, as explained in the next paragraph, and 4.7% due to the sale of 25 consolidated apartment properties in 2001 and 22 consolidated apartment properties in 2000.

During 2001, the Company completed a comprehensive review of its real estate related depreciation. As a result of this review, the Company has changed its estimate of the remaining useful lives for its buildings and improvements. Effective July 1, 2001 for certain assets and October 1, 2001 for the majority of the portfolio, the Company extended useful lives of these assets from a weighted average composite life of 25 years to a weighted average composite life of 30 years. This change increased net income by approximately $31 million, net of minority interest, or $0.42 per diluted share in 2001. The Company believes the change reflects the remaining useful lives of the assets and is consistent with prevailing industry practice. The Company expects this change in useful lives to increase net income by approximately $65 million in 2002 over 2001.

Consolidated Interest Expense

Consolidated interest expense, which includes the amortization of deferred financing costs, totaled $315.9 million for the year ended December 31, 2001, compared with $284.0 million for the year ended December 31, 2000, an increase of $31.9 million or 11.2%. This increase is a result of the purchase of interests in the Oxford properties, as well as other acquisitions, which contributed 128.3% of the increase and the purchase of controlling interests and the subsequent consolidation of real estate partnerships, which contributed 44.7% of the increase. The effect of the foregoing was offset 14.2% by the sale of 25 consolidated apartment properties in 2001 and 22 consolidated apartment properties in 2000. The foregoing was further offset 58.8% by an $11.4 million decrease in the interest expense on the Company’s line of credit, as the Company had lower average balances outstanding during the year, and the cost of such borrowing was at a weighted average interest rate of 6.64% for the year ended December 31, 2001 compared to 8.95% for the year ended December 31, 2000.

Consolidated Interest and Other Income

Consolidated interest and other income decreased $2.2 million or 3% from $70.8 million for the year ended December 31, 2000, compared to $68.6 million for the year ended December 31, 2001. This decrease was the result of the following:

	•		Accretion of discounted notes decreased $16.5 million from $26.4 million, net of allocated expenses, for the year ended December 31, 2000 to $9.9 million, net of allocated expenses, for the year ended December 31, 2001. The Company holds investments in notes receivable which were either extended by the Company and are carried at the face amount plus accrued interest (“par value notes”) or were made by predecessors whose positions have been acquired by the Company at a discount and are carried at the acquisition amount using the cost recovery method (“discounted notes”). This decrease in accretion was due to fewer loans and fewer transactions completed that resulted in accretion.

	•		Interest from money market and interest bearing accounts decreased $7.4 million as interest rates on deposit accounts have decreased approximately 200 basis points from the prior year, as well as the Company had lower average cash balances ($87.8 million in 2001, compared to $113.8 million in 2000) due to the paydown of certain obligations and distributions to minority interest partners.

	•		The above decreases were offset by the gain of $26.1 million recognized from the sale of certain tax-exempt bonds acquired in connection with the OTEF merger.

Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships

Equity losses from unconsolidated real estate partnerships totaled $16.7 million for the year ended December 31, 2001, compared to earnings of $5.2 million for the year ended December 31, 2000, a decrease of $21.9 million. The acquisition of interests in the Oxford properties in 2000 contributed $2.1 million to the earnings of unconsolidated real estate partnerships. However, this was offset by the purchase of additional partnership interests

which resulted in the related properties being consolidated and contributing to consolidated rental revenues and expenses (seven properties in 2001 and 80 properties in 2000).

Minority Interest in Consolidated Real Estate Partnerships

Minority interest in consolidated real estate partnerships totaled $26.9 million for the year ended December 31, 2001, compared to $28.2 million for the year ended December 31, 2000, a decrease of $1.3 million. The decrease is a result of the Company’s purchase of additional interests in real estate partnerships, thereby reducing the minority interest allocation.

Distributions to Minority Interest Partners in Excess of Income

Distributions to minority interest partners in excess of income increased $23.3 million from $24.4 million for the year ended December 31, 2000 to $47.7 million for the year ended December 31, 2001. When partnerships consolidated in the Company’s financial statements make cash distributions in excess of income, generally accepted accounting principles require the Company, as the majority partner, to record a charge equal to the minority partners’ excess of distribution over net income, even though there is no economic impact, cost or risk to the Company. The increase for the year occurred due to increased refinancing and operating activity, resulting in an increased amount of cash distributions to minority interest partners.

Gain on Disposition of Real Estate Property

Gain on disposition of real estate property totaled $17.4 million for the year ended December 31, 2001, compared to $26.3 million for the year ended December 31, 2000, a decrease of $8.9 million. The sales in both periods are of properties that are considered by management to be inconsistent with the Company’s long-term investment strategy.

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

The following comparisons are based on actual historical results for the year ended December 31, 2000 and the year ended December 31, 1999, as the subsidiaries that were consolidated effective January 1, 2001, were accounted for as unconsolidated subsidiaries in both 2000 and 1999.

Net Income

The Company recognized net income of $99.2 million, and net income attributable to common stockholders of $36.0 million, for the year ended December 31, 2000, compared to net income and net income attributable to common stockholders of $77.5 million and $24.1 million, respectively, for the year ended December 31, 1999. Net income attributable to common stockholders represents net income less dividends accrued on preferred stock.

The following paragraphs discuss the results of operations in detail.

Consolidated Rental Property Operations

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

Consolidated rental and other property revenues from the Company’s owned and controlled properties totaled $1,051.0 million for the year ended December 31, 2000, compared to $533.9 million for the year ended December 31, 1999, an increase of $517.1 million, or 96.9%. Of the $517.1 million increase, 92.4% was related to the purchase of controlling interests in limited partnerships owning 201 properties, which resulted in these properties being consolidated during 2000, 4.9% was due to improved same store sales and the remaining 2.7% was due to acquisitions of properties in 2000 and 1999.

Consolidated property operating expenses totaled $426.2 million for the year ended December 31, 2000, compared to $213.8 million for the year ended December 31, 1999, an increase of $212.4 million, or 99.3%. The purchase of controlling interests in limited partnerships owning 201 properties, which resulted in these properties being consolidated during 2000, contributed 89.0% of the increase; 3.6% was due to same store sales increases and the remaining 7.4% was due to acquisitions of properties in 2000 and 1999. Property operating expenses consist of on-site payroll costs, utilities (net of reimbursements received from tenants), contract services, turnover costs,

repairs and maintenance, advertising and marketing, property taxes and insurance. The Company believes that energy costs will not have a material adverse effect on its results of operations.

Consolidated owned property management expenses, representing the costs of managing the Company’s owned or controlled properties, totaled $13.7 million for the year ended December 31, 2000, compared to $1.7 million for the year ended December 31, 1999, an increase of $12.0 million. The increase was due to the purchase of controlling interests in limited partnerships owning 201 properties, which resulted in these properties being consolidated in 2000.

Consolidated Investment Management Business

Income from the consolidated investment management business was $15.8 million for the year ended December 31, 2000, compared to $9.2 million for the year ended December 31, 1999, an increase of $6.6 million or 71.7%. Before the non-cash charge for the amortization of intangibles, the income from the consolidated investment management business was comparable to the prior year. The decrease in the amortization of intangibles of $7.6 million was due to property management and asset management contract intangibles that were fully amortized in 1999.

Consolidated General and Administrative Expenses

Consolidated general and administrative expenses totaled $18.1 million for the year ended December 31, 2000, compared to $15.2 million for the year ended December 31, 1999, an increase of $2.9 million, or 19.1%. The increase is due to additional professional fees incurred to support information technology enhancements and operational initiatives.

Consolidated Depreciation of Rental Property

Consolidated depreciation of rental property totaled $298.9 million for the year ended December 31, 2000, compared with $131.8 million for the year ended December 31, 1999, an increase of $167.1 million. This increase is a result of the purchase of interests in the Oxford properties, as well as other acquisitions, which contributed 18% of the increase; and the purchase of controlling interests and the subsequent consolidation of partnerships, which contributed 82% of the increase.

Consolidated Interest Expense

Consolidated interest expense, which includes the amortization of deferred finance costs, totaled $269.8 million for the year ended December 31, 2000, compared to $140.1 million for the year ended December 31, 1999, an increase of $129.7 million or 92.6%. Of the $129.7 million increase, 46.3% was due to the Company acquiring controlling interests in partnerships owning 201 properties and the subsequent consolidation of these properties. Interest expense incurred in connection with the 2000 and 1999 acquisitions (including the Oxford acquisition) contributed 47.6% of the increase. The remaining 6.1% was due to increased usage of the Company’s credit facility.

Consolidated Interest and Other Income

Consolidated interest and other income totaled $66.2 million for the year ended December 31, 2000, compared to $55.3 million for the year ended December 31, 1999, an increase of $10.9 million or 19.7%. The $66.2 million of interest income in 2000 consisted of recurring interest income of $39.8 million and accretion of loan discounts of $26.4 million. In 1999, the $55.3 million of interest income consisted of recurring interest income of $22.9 million and accretion of loan discounts of $32.4 million. Recurring interest income increased $16.9 million as a result of the following: during 2000, (i) the Company increased notes receivable from general partner loans by approximately $81.7 million, (ii) as a result of improved property operations certain of the outstanding notes receivable in the form of general partner loans remitted cash payments on a recurring basis. The combination of these factors resulted in $10.7 million of the increase in recurring interest income. The remaining recurring interest income increase of $6.2 million resulted from higher average cash balances maintained in money market and interest bearing accounts during 2000. The Company holds investments in notes receivable which were either extended by the Company and are carried at the face amount plus accrued interest (“par value notes”) or were made by predecessors whose positions have been acquired by the Company at a discount and are carried at the acquisition amount using the cost recovery method (“discounted notes”). The decrease in accretion of $6.0 million is due to fewer loans and fewer transactions completed that resulted in accretion.

Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships

Equity in earnings of unconsolidated real estate partnerships totaled $7.6 million for the year ended December 31, 2000, compared to a loss of $4.5 million for the year ended December 31, 1999, an increase of $12.1 million. Of the $12.1 million increase, $2.1 million was due to acquisition of interests in Oxford properties and the remaining was due to the acquisition of equity interests in better performing multi-family apartment properties where the Company owns a general partnership interest.

Equity in Earnings (Losses) of Unconsolidated Subsidiaries

Equity losses from unconsolidated subsidiaries totaled $2.3 million for the year ended December 31, 2000, compared to $5.0 million for the year ended December 31, 1999, a decrease of $2.7 million or 54.0%. The decrease in the equity loss from unconsolidated subsidiaries is due to interest income earned on general partner notes acquired in 2000 through the acquisition of interests in the Oxford properties.

Minority Interest in Consolidated Real Estate Partnerships

Minority interest in consolidated real estate partnerships totaled $3.9 million for the year ended December 31, 2000, compared to $0.9 million for the year ended December 31, 1999, an increase of $3.0 million. The increase is due to the consolidation of 201 additional properties in 2000, as compared to the consolidation of 125 additional properties in 1999.

Distributions to Minority Interest Partners in Excess of Income

Distributions to minority interest partners in excess of income was $24.4 million for the year ended December 31, 2000. There were no distributions to minority interest partners in excess of income for the year ended December 31, 1999. When partnerships consolidated in the Company’s financial statements make cash distributions in excess of income, generally accepted accounting principles require the Company, as the majority partner, to record a charge equal to the minority partners’ excess of distribution over net income, even though there is no economic impact, cost or risk to the Company. The increase for the year occurred due to increased refinancing and operating activity, resulting in an increased amount of cash distributions to minority interest partners.

Gain (Loss) on Disposition of Real Estate Property

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

Same Store Property Operating Results

The Company defines “same store” properties as conventional apartment communities in which AIMCO’s ownership interest exceeded 10% in the comparable periods of 2001 and 2000. “Total portfolio” includes same store properties plus acquisition and redevelopment properties. The following table summarizes the unaudited conventional rental property operations in 2001 and 2000, on a “same store” and a “total portfolio” basis (dollars in thousands):


	Same Store						Total Portfolio

	2001			2000			2001			2000

Properties		641			641			680			680
Apartment units		175,658			175,658			188,338			188,338
Average physical occupancy		93.6	%		94.3	%		92.0	%		91.5	%
Average rent collected/occupied unit/month	$	689		$	667		$	692		$	669

Revenues	$	1,109,564		$	1,071,395		$	1,192,043		$	1,129,758
Expenses		426,211			408,199			465,013			436,037

Net operating income	$	683,353		$	663,196		$	727,030		$	693,721

Same store net operating income increased $20 million from the year ended December 31, 2000 to the year ended December 31, 2001. The 3.3% increase in average rent per occupied unit, from $667 in 2000, to $689 in 2001 contributed $35 million to this increase. Additionally, other income, primarily utility reimbursement, telephone and cable television commission, and resident fees for late payments and the like, contributed $10 million. These increases were offset by a 0.7% decrease in average occupancy year over year, which resulted in an $8 million decrease in same store net operating income, an increase in bad debt expense of $3 million, and increases in property expenses including utilities, property taxes and insurance costs of $6 million, $4 million and $5 million, respectively. Same store expenses above for 2001 and 2000 are presented before capitalization of construction-related costs.

In 2002, same store occupancy levels are expected to remain consistent with 2001 at approximately 92% to 94%. With a focus on a continued increase of its utility reimbursement programs, the Company expects same store revenue growth of 1% to 2%. Operating expense controls remain in place throughout the Company. The Company anticipates same store expense increases of 1% to 3% for 2002, with rising insurance costs being a primary contributor. Overall, the Company expects same store net operating income growth of 0% to 2.5%. The Company has not factored in any changes in the economy that would either positively or negatively impact same store results.

Funds From Operations

The Company measures its economic profitability based on Funds From Operations (“FFO”), less a reserve for capital replacement spending. The Company’s management believes that FFO, less such a reserve, provides investors with an understanding of the Company’s ability to incur and service debt and make capital expenditures. The Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss), computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains and losses from extraordinary items and sales of depreciable real estate property, net of related income taxes, plus real estate related depreciation and amortization (excluding amortization of financing costs), including depreciation for unconsolidated partnerships and joint ventures. The Company calculates FFO based on the NAREIT definition, as further adjusted for minority interest in the AIMCO Operating Partnership, plus amortization of intangibles, plus distributions to minority interest partners in excess of income and less dividends on preferred stock. The Company calculates FFO (diluted) by adding back the interest expense and preferred dividends relating to convertible securities whose conversion is dilutive to FFO. FFO should not be considered an alternative to net income or net cash flows from operating activities, as calculated in accordance with GAAP, as an indication of the Company’s performance or as a measure of liquidity. FFO is not necessarily indicative of cash available to fund future cash needs. In addition, there can be no assurance that the Company’s basis for computing FFO is comparable with that of other real estate investment trusts.

For the years ended December 31, 2001, 2000 and 1999, the Company’s FFO is calculated as follows (amounts in thousands):


				2001			2000			1999

Net Income				$	107,352		$	99,178		$	77,527
	Adjustments:
			Real estate depreciation, net of minority interests		333,049			277,734			121,689
			Real estate depreciation related to unconsolidated entities		57,506			59,360			104,764
			Distribution to minority interest partners in excess of income		47,701			24,375			—
			Amortization of intangibles		18,729			12,068			36,731
			Income tax arising from disposition of real estate property		3,202			—			—
			Gain on disposition of real estate property		(17,394	)		(26,335	)		1,785
			Gain on disposition of land		3,843			—			—
	Other items:
			Deferred income tax benefit		—			154			1,763
			Interest expenses on mandatorily redeemable convertible preferred securities		1,568			8,869			4,858
			Preferred stock dividends and distributions		(35,747	)		(26,112	)		(33,943	)
			Minority interest in AIMCO Operating Partnership		12,442			10,539			6,185

Diluted Funds From Operations available to common shares, common share equivalents and common OP Units				$	532,251		$	439,830		$	321,359

Weighted average number of common shares, common share equivalents and common OP Units outstanding:
		Common share and common share equivalents			73,648			69,063			63,446
		Preferred stock, preferred OP Units, and other securities convertible into common stock			17,187			14,209			8,914
		Common OP Units			11,312			8,234			6,313

					102,147			91,506			78,673

Cash flow provided by operating activities				$	494,457		$	400,364		$	253,257
Cash flow used in investing activities					(132,010	)		(546,981	)		(281,106	)
Cash flow (used in) provided by financing activities					(439,562	)		202,128			58,148

Contribution to Free Cash Flow

The Company looks at its Free Cash Flow as a means of monitoring the operations of the components of the Company’s business. In this regard, in addition to the year-to-year comparative discussion, the Company has provided disclosure (see Note 24 to the consolidated financial statements) on the contribution (separated between consolidated and unconsolidated activity) to the Company’s Free Cash Flow from several components of the Company’s business, and a reconciliation of Free Cash Flow to FFO, less a reserve for capital replacements, and to

net income for the years ended December 31, 2001, 2000 and 1999. The Company defines Free Cash Flow as FFO, less a reserve for capital replacements, plus interest expense and preferred stock dividends.

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


			2001						2000						1999

			Amount			Contr.%			Amount			Contr.%			Amount			Contr.%

Real estate			$	738,309			90	%	$	598,826			86	%	$	435,724			84	%
Investment management business:
	Property and asset management			36,604			5	%		40,954			6	%		38,727			7	%
	Activity based fees			9,716			1	%		7,438			1	%		4,485			1	%
Interest income: recurring				35,180			4	%		42,274			6	%		24,428			5	%
Interest income: transactional				33,413			4	%		26,409			4	%		32,460			6	%
General and administrative and other expenses				(31,576	)		(4	%)		(18,123	)		(3	%)		(15,248	)		(3	%)

		Total Free Cash Flow	$	821,646			100	%	$	697,778			100	%	$	520,576			100	%

Comparison of the Year Ended December 31, 2001 to the Year Ended December 31, 2000

Total Free Cash Flow contributed was $821.6 million and $697.8 million in 2001 and 2000, respectively, an increase of $123.8 million or 17.7%.

The real estate Free Cash Flow contribution was $738.3 million and $598.8 million in 2001 and 2000, respectively, an increase of $139.5 million or 23.3%. Real estate contribution to total Free Cash Flow increased to 90% in 2001 from 86% in 2000. The increase was due to improvements in property operations (96%), acquisitions (2%) and limited partnership acquisitions (2%).

The property and asset management income within the investment management business contributed $36.6 million (5%) and $41.0 million (6%) to Free Cash Flow in 2001 and 2000, respectively. This decrease is primarily a result of (a) a reduction in management fees and other income earned due to a decrease in the number of properties managed, including third parties, (b) an increase in amortization of intangibles due to additional property and asset management contract intangibles that were acquired as part of the acquisition of the Oxford properties, (c) an increase in one time losses from health and property casualty insurance claims and (d) a reduction due to the increased ownership in controlled, consolidated partnerships, which requires additional elimination of management fee income and the associated property management expense. These decreases in Free Cash Flow were partially offset by increases in Free Cash Flow as a result of (a) an increase resulting from additional fees due to the acquisition of the Oxford properties in September 2000, (b) an increase in property and asset management income as the Company earned additional construction supervisory management services in 2001 and (c) an increase in the capitalization of direct and indirect costs related to construction, redevelopment, capital enhancement and capital replacement activities. Activity based fees contributed $9.7 million (1%) and $7.4 million (1%) to Free Cash Flow in 2001 and 2000, respectively. Activity based fees are earned on partnership refinancing, sales and other transactions. The increase in fee income is due to increased refinancing fees of $6.3 million in 2001, compared to $4.0 million in 2000.

Recurring interest income decreased $7.1 million primarily as a result of a decrease in interest income from money market and interest bearing accounts. The Company had $80.0 million in cash as of December 31, 2001, compared to $157.1 million at December 31, 2000 due to the paydown of certain obligations such as the term loan and revolving credit facility, and interest rates on deposit accounts having decreased approximately 200 basis points. The transactional related interest income contribution was $33.4 million (4%) and $26.4 million (4%) of Free Cash Flow contribution in 2001 and 2000, an increase of $7 million. Transactional interest income was comprised of gain on sale of bonds and accretion of discounted notes. The Company holds investments in notes receivable which were either extended by the Company and are carried at the face amount plus accrued interest (“par value notes”) or were made by predecessors whose positions have been acquired by the Company at a discount and are carried at the acquisition amount using the cost recovery method (“discounted notes”). Accretion decreased $16.5 million from 2000 due to fewer loans and fewer transactions completed. However this was offset by the gain recognized from the sale of certain tax-exempt bonds.

General and administrative and other expenses were $31.6 million and $18.1 million in 2001 and 2000, respectively. As discussed previously, the increase in general and administrative and other expenses primarily results from the $6.4 million of consulting fees paid to a specialized third party vendor and an allowance of $6.6 million for possible losses on accounts, fees and notes receivable and other contingencies.

Contributions to conventional real estate Free Cash Flow for 2001, 2000 and 1999 before adjustment for minority interest were as follows (dollars in thousands):


	2001					2000					1999

	Amount		Contr.%			Amount		Contr.%			Amount		Contr.%

Average monthly rent greater than $1,000 per unit	$	94,313		13	%	$	54,922		9	%	$	27,905		7	%
Average monthly rent $900 to $1,000 per unit		78,540		10	%		28,729		5	%		14,300		4	%
Average monthly rent $800 to $900 per unit		96,351		13	%		62,613		10	%		39,267		10	%
Average monthly rent $700 to $800 per unit		110,018		15	%		72,533		12	%		59,587		15	%
Average monthly rent $600 to $700 per unit		186,288		25	%		165,512		27	%		89,293		22	%
Average monthly rent $500 to $600 per unit		143,208		19	%		163,196		27	%		114,719		28	%
Average monthly rent below $500 per unit		42,567		5	%		61,629		10	%		58,348		14	%

Total conventional real estate contribution to Free
Cash Flow before adjustment for minority interest	$	751,285		100	%	$	609,134		100	%	$	403,419		100	%

The conventional real estate contribution to Free Cash Flow was $751.3 million and $609.1 million in 2001 and 2000, respectively, an increase of $142.2 million or 23.3%. The increase was due to improvements in property operations (96%), acquisitions (2%) and limited partnership acquisitions (2%).

The changes in the composition of conventional real estate contribution resulted in an increase in contribution from properties with an average monthly rent greater than $900 per unit to 23% from 14% in 2000, and a decrease in contribution from properties with an average monthly rent below $600 per unit to 24% from 37% in 2000. The changes were due to improvements in property operations, acquisitions, limited partnership acquisitions and dispositions.

Note 24 in the accompanying Notes to Consolidated Financial Statements provides additional detail on each component of Free Cash Flow. The Company believes this disclosure is complementary to the results of operations discussed above.

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

Total Free Cash Flow contributed was $697.8 million and $520.6 million in 2000 and 1999, respectively, an increase of $177.2 million or 34.0%.

The real estate Free Cash Flow contribution was $598.8 million and $435.7 million in 2000 and 1999, respectively, an increase of $163.1 million or 37.4%. Real estate contribution to total Free Cash Flow increased to 86% in 2000 from 84% in 1999. The increase was due to improvements in property operations, acquisitions and limited partnership acquisitions.

The property and asset management income within the investment management business remained consistent, with $41.0 million and $38.7 million in 2000 and 1999, respectively. Activity based fees contributed $7.4 million (1%) and $4.5 million (1%) to Free Cash Flow in 2000 and 1999, respectively. Activity based fees are earned on partnership sales, refinancing and other transactions. The increase in fee income is due to increased disposition fees received from the sale of 79 properties in 2000, compared to the fees received from the sale of 63 properties in 1999. The income received from refinancing fees also increased to $4.0 million in 2000, compared to $0.6 million in 1999.

Recurring interest income increased $17.8 million as a result of the following: during 2000, (i) the Company increased notes receivable from general partner loans by approximately $81.7 million, (ii) as a result of improved property operations certain of the outstanding notes receivable in the form of general partner loans remitted cash payments on a recurring basis. The combination of these factors resulted in $10.7 million of the increase in recurring interest income. The remaining consolidated recurring interest income increase of $6.2 million resulted from higher average cash balances maintained in money market and interest bearing accounts during 2000. The decrease in accretion of $6.0 million is due to fewer loans and fewer transactions completed. Transactional related interest income was $26.4 million (4%) and $32.5 million (6%) of Free Cash Flow contribution in 2000 and 1999.

The conventional real estate contribution to Free Cash Flow was $609.1 million and $403.4 million in 2000 and 1999, respectively, an increase of $205.7 million or 51.0%. The increase was due to improvements in property operations, acquisitions and limited partnership acquisitions.

The changes in the composition of conventional real estate contribution resulted in an increase in contribution from properties with an average monthly rent greater than $800 per unit to 24% from 21% in 1999, and a decrease in contribution from properties with an average monthly rent below $500 per unit to 10% from 14% in 1999. The changes were due to improvements in property operations, acquisitions, limited partnership acquisitions and dispositions.

Liquidity and Capital Resources


	2001			2000			1999

Cash flow provided by operating activities	$	494,457		$	400,364		$	253,257
Cash flow used in investing activities		(132,010	)		(546,981	)		(281,106	)
Cash flow (used in) provided by financing activities		(439,562	)		202,128			58,148

At December 31, 2001, the Company had $80.0 million in cash and cash equivalents and $138.2 million of restricted cash, primarily consisting of reserves and impounds held by lenders for capital expenditures, property taxes and insurance. In addition, cash, cash equivalents and restricted cash are held by partnerships that are not presented on a consolidated basis. The Company’s principal demands for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital improvements, acquisitions of and investments in properties, dividends paid to stockholders and distributions paid to limited partners. The Company considers its cash provided by operating activities to be adequate to meet short-term liquidity demands. In the event that there is an economic downturn and the cash provided by operating activities is no longer adequate, the Company has additional means, such as short-term borrowing availability, to be able to meet its short-term liquidity demands.

On March 11, 2002, the Company amended and restated its revolving credit facility. The commitment remains $400 million, and the number of lender participants in the facility’s syndicate is ten. The obligations under the amended and restated credit facility are secured by a first priority pledge of certain non-real estate assets of the Company and a second priority pledge of the equity ownership of the Company and certain subsidiaries of AIMCO. Borrowings under the amended and restated credit facility are available for general corporate purposes. The amended and restated credit facility matures in July 2004 and can be extended once at AIMCO’s option, for a term of one year. The annual interest rate under the credit facility is based either on LIBOR or a base rate which is the higher of Bank of America, N.A.’s reference rate of 0.5% over the federal funds rate, plus, in either case, an applicable margin. From March 11, 2002 through the later of July 31, 2002 or the date on which the Casden Loan (described below) is paid in full, the margin ranges between 2.05% and 2.55%, in the case of LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans, based upon a fixed charge coverage ratio. Commencing on the later of August 1, 2002 or the day after the date on which the Casden Loan is paid in full through maturity, the margin will range between 1.60% and 2.35%, in the case of LIBOR-based loans, and between 0.20% and 0.95%, in the case of base rate loans, based upon a fixed charge coverage ratio. The weighted average interest rate at March 15, 2002 was 4.42%, and the balance outstanding was $244 million. The amount available under the amended and restated credit facility at March 15, 2002 was $156 million (less $5.0 million for outstanding letters of credit).

In connection with the Casden Merger, the Company borrowed $287 million from Lehman Commercial Paper Inc. and several other lenders, pursuant to a term loan (the “Casden Loan”) to pay the cash portion of the merger consideration and transaction costs. The primary borrowers under the Casden Loan are the Company and the AIMCO Operating Partnership, and all obligations thereunder are guaranteed by certain of AIMCO’s subsidiaries and a second priority pledge of certain non-real estate assets of the Company. The annual interest rate under the Casden Loan is based either on LIBOR or a base rate which is the higher of Lehman Commercial Paper Inc.’s reference rate or 0.5% over the federal funds rate, plus, in either case, an applicable margin. The margin is 3.0% in the case of LIBOR-based loans and 2.0% in the case of base rate loans, but the margin may increase to 3.25% in the case of LIBOR-based loans and 2.25% in the case of base rate loans if the rating of the Company’s or the AIMCO Operating Partnership’s senior unsecured debt is down-graded, the Company’s or the AIMCO Operating Partnership’s corporate credit rating is downgraded or the rating, if any, of the Casden Loan is downgraded. The Casden Loan matures in March 2004 and can be extended once at AIMCO’s option, for a term of one year. The financial covenants contained in the Casden Loan require the AIMCO Operating Partnership to maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, and an interest coverage ratio of 2.25 to 1.0, and a fixed charge

coverage ratio of at least 1.70 to 1.0. In addition, the Casden Loan limits AIMCO from distributing more than 80% of its Funds From Operations (as defined in the Casden Loan terms) (or such amounts as may be necessary for AIMCO to maintain its status as a REIT). The Casden Loan imposes minimum net worth requirements and provides other financial covenants related to certain of AIMCO’s assets and obligations. These borrowings are expected to be repaid with internal operating cash flow and proceeds from property sales.

In order to pay the cash portion of the purchase price and transaction costs related to the acquisition of interests in the Oxford properties, the Company borrowed $302 million from Bank of America, N.A., Lehman Commercial Paper Inc. and several other lenders, pursuant to a term loan on September 20, 2000. In March 2001, the Company paid off the remaining balance of the term loan and charged to operations approximately $2.2 million for the complete amortization of deferred financing and loan origination costs related to the term loan. The total outstanding under the term loan at December 31, 2000 was $137 million of which $74 million was classified as secured short-term financing of the Company and the remainder was a liability of the unconsolidated subsidiaries and, therefore, was included in investments in unconsolidated subsidiaries. Effective January 1, 2001, in connection with the REIT Modernization Act, the remaining liability of $63 million held at a subsidiary was consolidated.

As of December 31, 2001, substantially all of the Company’s owned or controlled properties and 81.7% of its total assets were encumbered by or served as collateral for debt. As of December 31, 2001, the Company had total secured outstanding indebtedness of $4,760.8 million, comprised of $3,454.7 million of secured long-term financing, $1,092.6 million of secured tax-exempt long-term bond financing and $213.5 million in secured short-term financing. As of December 31, 2001, approximately 19% of the Company’s indebtedness bears interest at variable rates of which $679.6 million, or 14%, is tax-exempt bond financing. As of December 31, 2001, the Company had 46 loans, each of which is secured by a property and also cross-collateralized with certain other loans. The aggregate principal balances outstanding on 46 loans that were cross-collateralized are $371.6 million as of December 31, 2001. Other than these loans, none of the Company’s debt is subject to cross-collateralization provisions. The weighted average interest rate on the Company’s long-term secured notes payable and tax-exempt bonds was 6.96%, with a weighted average maturity of 15 years as of December 31, 2001.

During the year ended December 31, 2001, the Company issued $186.8 million of preferred stock in two underwritten public offerings yielding $179.7 million of net proceeds. In addition, the Company issued $100 million of preferred stock in connection with the OTEF merger. See Note 16 to the consolidated financial statements for further discussion on these preferred stocks. In addition, the Company issued $106.3 million of Class A Common Stock in connection with the OTEF merger, and $79.9 million of OP Units in connection with limited partnership and other acquisitions.

The Company expects to meet its long-term liquidity requirements, such as refinancing debt and property acquisitions, through long-term borrowings, both secured and unsecured, the issuance of debt or equity securities (including OP Units) and cash generated from operations. On November 7, 2001, AIMCO and the AIMCO Operating Partnership filed a shelf registration statement with the Securities Exchange Commission (“SEC”) with respect to an aggregate of $822 million of debt and equity securities of AIMCO and $500 million of debt securities of the AIMCO Operating Partnership, all of which was carried forward from AIMCO’s 1998 shelf registration statement. The registration statement was declared effective by the SEC on November 9, 2001. As of December 31, 2001, the Company had $822 million available and the AIMCO Operating Partnership had $500 million available from this registration statement. The Company expects to finance acquisitions of real estate interests with the issuance of equity and debt securities under the shelf registration statement as well as cash from operations or short-term borrowings.

Capital Expenditures

For the year ended December 31, 2001, the Company spent a total of $320 million for capital expenditures. Capital expenditures include capital replacements (expenditures required to maintain the related asset), initial capital expenditures (“ICE”, expenditures at a property that have been identified, at the time the property is acquired, as expenditures to be incurred within one year of the acquisition), enhancements (expenditures that add a new feature or revenue source at a property) and redevelopment (expenditures that substantially upgrade the related property). The Company’s share of those expenditures are as follows (in millions):


	Conventional Assets		Affordable Assets		Total

Capital replacements	$	52.9	$	6.1	$	59.0
ICE		58.5		—		58.5
Enhancements		28.2		3.5		31.7
Redevelopment		170.8		—		170.8

Total	$	310.4	$	9.6	$	320.0

Included in these capital expenditures are the capitalization of approximately $42 million of direct and indirect costs related to these activities. These expenditures were funded by net cash provided by operating activities, working capital reserves, and borrowings under the Company’s credit facility.

During 2001, the Company commissioned a project to study process improvement ideas to reduce operating costs of the Company. The result of the study led to a re-engineering of Company business processes and eventual redeployment of its personnel and related capital spending. The implementation of these plans resulted in a refinement of the Company’s process for capitalizing certain direct and indirect project costs, and increased capitalization of such costs by approximately $31 million in 2001 compared to 2000. In addition, the Company had a significant increase in its backlog of planned capital activities, including affordable redevelopment and kitchen and bath enhancement programs. Accordingly, the increased capitalization of these related costs increased net income by approximately $20 million or $0.27 per diluted share for 2001 (after intercompany eliminations and minority interest). Of that total, approximately $17 million resulted from the refinement of the Company’s systems and process for identifying and tracking direct and indirect costs related to those activities. The remainder of approximately $3 million relates to a combination of increased construction and redevelopment activities, a greater number of owned properties and higher cost associated with such activities. Capitalized costs are included in redevelopment, ICE, and capital expenditure spending and reflected in the associated returns from these related assets.

The Company’s accounting treatment of various capital and maintenance costs, which the Company believes is comparable to prevailing industry standards, is detailed in the following table:


		Depreciable Life
Expenditure	Accounting Treatment	in Years

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

Return on Assets and Return on Equity

The Company’s Return On Assets and Return On Equity for the years ended December 31, 2001, 2000 and 1999 are as follows:


		Based on AFFO												Based on FFO

					Year Ended									Year Ended
		December 31,												December 31,

		2001			2000			1999			2001			2000			1999

Return on Assets(a)			9.3	%		9.8	%		9.2	%		9.9	%		10.3	%		9.7	%
Return on Equity
	Basic(b)		13.7	%		14.7	%		14.5	%		15.0	%		15.8	%		15.6	%
	Diluted(c)		12.8	%		13.3	%		12.9	%		13.9	%		14.5	%		13.9	%

(a)		The Company defines Return on Assets (AFFO) as (i) annualized Free Cash Flow, divided by (ii) Average Assets. Average Assets are computed by averaging the sum of Assets, as defined below, at the beginning and the end of the period. Assets are total assets, plus accumulated depreciation, less accumulated capital replacements of $162.7 million, $103.6 million and $63.3 million, for the years ended December 31, 2001, 2000 and 1999, respectively, and less all non-indebtedness liabilities. The Company defines Return on Assets (FFO) as (i) annualized Free Cash Flow plus capital replacements, divided by (ii) Average Assets plus accumulated capital replacements. Total assets include all of the assets of the Company, including conventional properties, affordable properties and investments in unconsolidated real estate partnerships.

(b)		The Company defines Return on Equity-Basic (AFFO) as (i) annualized AFFO-Basic, divided by (ii) Average Equity. Average Equity is computed by averaging the sum of Equity, as defined below, at the beginning and the end of the period. Equity is total stockholders’ equity, plus accumulated depreciation, less accumulated capital replacements of $162.7 million, $103.6 million and $63.3 million, for the years ended December 31, 2001, 2000 and 1999, respectively, less preferred stock, plus minority interest in the AIMCO Operating Partnership, net of preferred OP Unit interests ($158.1 million, $132.0 million and $72.6 million, for the years ended December 31, 2001, 2000 and 1999, respectively). The Company defines Return on Equity-Basic (FFO) as (i) annualized AFFO-Basic plus capital replacements; divided by (ii) Average Equity plus accumulated capital replacements.

(c)		The Company defines Return on Equity-Diluted (AFFO) and Return on Equity-Diluted (FFO) assuming conversion of debt and preferred securities whose conversion is dilutive.

Return on Assets based on AFFO and FFO in 2001 decreased from 2000 by 0.5% and 0.4%, respectively, primarily as a result of (i) the consolidation of the taxable REIT subsidiaries, which were previously unconsolidated; and (ii) the consolidation of additional real estate partnerships, resulting in 100% of the partnerships' assets being included, but only AIMCO's ownership share of the return is included. Return on Equity based on AFFO and FFO in 2001 decreased from 2000 due to the decline in Return on Assets, as magnified by increased financial leverage.

Contingencies

Environmental

Inflation

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

ITEM 7a. Quantitative and Qualitative Disclosures About Market Risk

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

The Company had $925.1 million of variable rate debt outstanding at December 31, 2001, which represents 19% of the Company’s total outstanding debt. Of the total variable debt, $679.6 million was floating tax-exempt bond financing, $32.0 million was floating secured notes, and the remaining $213.5 million was the amount outstanding on the credit facility. Variable rate tax-exempt bond financing is benchmarked against the Bond Market Association Municipal Swap Index (the "BMA Index"), which had yields ranging from 1.61% to 2.98% in the year ended December 31, 2001. Since 1981, BMA Index has averaged 56.2% of the 10-year Treasury Yield. Based on this level of debt, an increase in interest rates of 1% would result in the Company’s income and cash flows being reduced by $9.3 million on an annual basis. At December 31, 2001, the Company had $3,835.7 million of fixed-rate debt outstanding.

As of December 31, 2001, the scheduled principal amortization and maturity payments for the Company’s consolidated secured notes payable and consolidated secured tax-exempt bonds are as follows (dollars in thousands):


	Amortization		Maturities		Total		Percentage

2002	$	98,041	$	134,106	$	232,147		5.1	%
2003		101,495		220,780		322,275		7.1	%
2004		108,226		49,915		158,141		3.5	%
2005		115,274		130,944		246,218		5.4	%
2006		119,282		199,401		318,683		7.0	%
Thereafter						3,269,878		71.9	%

					$	4,547,342		100.0	%

The estimated aggregate fair value of the Company’s cash and cash equivalents, receivables, payables and short-term secured debt as of December 31, 2001 approximates their carrying value due to their relatively short term nature. Management further believes that the fair value of the Company’s variable rate secured tax-exempt bond debt and variable rate secured long-term debt approximate their carrying values. The fair value for the Company’s fixed-rate debt agreements was estimated based on the quoted market rate for the same or similar issues. The carrying amount of the Company's fixed rate debt at December 31, 2001 was $3.8 billion compared to the computed fair value of $4.3 billion (see Note 3 to the consolidated financial statements).

ITEM 8. Financial Statements and Supplementary Data

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

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

None.

PART III

ITEM 10. Directors and Executive Officers of the Registrant

The information required by this item is presented under the caption “Board of Directors and Officers” in AIMCO’s proxy statement for its 2002 annual meeting of stockholders and is incorporated herein by reference.

ITEM 11. Executive Compensation

The information required by this item is presented under the captions “Summary Compensation Table,” “Option/SAR Grants in Last Fiscal Year” and “Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values” and “Employment Arrangements” in AIMCO’s proxy statement for its 2002 annual meeting of stockholders and is incorporated herein by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

The information required by this item is presented under the caption “Security Ownership of Certain Beneficial Owners and Management” in AIMCO’s proxy statement for its 2002 annual meeting of stockholders and is incorporated herein by reference.

ITEM 13. Certain Relationships and Related Transactions

The information required by this item is presented under the caption “Certain Relationships and Related Transactions” in AIMCO’s proxy statement for its 2002 annual meeting of stockholders and is incorporated herein by reference.

PART IV

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


(a)(1)		The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and incorporated herein by reference.
(a)(2)		The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report and incorporated herein by reference.
(a)(3)		The Exhibit Index is included on page 34 of this report and incorporated herein by reference.
(b)		Reports on Form 8-K for the quarter ended December 31, 2001:


			Current Report on Form 8-K, dated November 8, 2001, relating to AIMCO’s measure of economic profitability for third quarter 2001; and Current Report on Form 8-K, dated December 3, 2001, relating to AIMCO’s acquisition of Casden Properties, Inc., and related transactions.

INDEX TO EXHIBITS(1)


EXHIBIT NO.		DESCRIPTION

2.1		Acquisition Agreement, dated as of June 28, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers (Exhibit 2.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, is incorporated herein by this reference)












2.2		Agreement and Plan of Merger, dated as of November 29, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/OTEF, LLC and Oxford Tax Exempt Fund II Limited Partnership (Annex A to AIMCO’s Registration Statement on Form S-4 filed December 1, 2000, is incorporated herein by this reference)












2.3		Agreement and Plan of Merger, dated as of December 3, 2001, by and among Apartment Investment and Management Company, Casden Properties, Inc. and XYZ Holdings LLC (Exhibit 2.1 to AIMCO’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)












3.1		Charter












3.2		Bylaws (Exhibit 3.2 to AIMCO’s Annual Report on Form 10-K for the fiscal year 1999, 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)


EXHIBIT NO.		DESCRIPTION

10.5		Fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 1999 (Exhibit 10.2 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)












10.6		Fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.3 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)












10.7		Sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999, is incorporated herein by this reference)












10.8		Seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as September 27, 1999 (Exhibit 10.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999, is incorporated herein by this reference)












10.9		Eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 14, 1999 (Exhibit 10.9 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)












10.10		Ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.10 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated hereby by reference)












10.11		Tenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.11 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)












10.12		Eleventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of January 13, 2000 (Exhibit 10.12 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)












10.13		Twelfth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 19, 2000 (Exhibit 10.2 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000, is incorporated herein by this reference)












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)


EXHIBIT NO.		DESCRIPTION

10.17		Sixteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.3 to 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 hereby by this reference)












10.20		Nineteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 28, 2001 (Exhibit 10.20 to AIMCO’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)












10.21		Twentieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 19, 2001 (Exhibit 10.21 to AIMCO’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)












10.22		Twenty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 10, 2001 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)












10.23		Twenty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of June 20, 2001 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)












10.24		Twenty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 20, 2001 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)












10.25		Twenty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 1, 2001 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)












10.26		Twenty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.5 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)












10.27		Twenty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.6 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)












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)


EXHIBIT NO.		DESCRIPTION

10.29		Fourth Amended and Restated Credit Agreement (“BofA Credit Agreement”) among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company, Bank of America, N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto, dated as of March 11, 2002












10.30		Payment Guaranty (Revolver Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Bank of America, N.A. and the lenders party to the BofA Credit Agreement












10.31		Payment Guaranty (Casden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Bank of America, N.A. and the lenders party to the BofA Credit Agreement












10.32		Interim Credit Agreement (“Lehman Credit Agreement”) among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company, Lehman Commercial Paper, Inc., and the other financial institutions party thereto, dated as of March 11, 2002












10.33		Payment Guaranty (Casden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Lehman Commercial Paper, Inc. and the lenders party to the Lehman Credit Agreement












10.34		Payment Guaranty (NonCasden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Lehman Commercial Paper, Inc. and the lenders party to the Lehman Credit Agreement












10.35		Consent and Voting Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, certain stockholders of Casden Properties, Inc., and Casden Park, La Brea, Inc., set forth on the signature pages thereto (Exhibit 2.2 to AIMCO’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)












10.36		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)












10.37		Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to AIMCO’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)












10.38		Employment Contract, executed on July 29, 1994, by and between AIMCO Properties, L.P., and Peter Kompaniez (Exhibit 10.44A to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by this reference)*












10.39		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)*












10.40		Apartment Investment and Management Company 1998 Incentive Compensation Plan (Annex B to AIMCO’s Proxy Statement for Annual Meeting of Stockholders to be held on May 8, 1998, is incorporated herein by this reference)*












10.41		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)*












10.42		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)*


EXHIBIT NO.		DESCRIPTION

10.43		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)*












10.44		Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan, adopted August 29, 1996 (Exhibit 10.8 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996, is incorporated herein by this reference)*












10.45		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)*












10.46		The 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries (Exhibit 10.40 to Annual Report on Form 10-K of Ambassador Apartments, Inc. for the year ended December 31, 1997, is incorporated herein by this reference)*












10.47		Amendment to the 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.41 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference)*












10.48		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)*












10.49		Insignia 1992 Stock Incentive Plan, as amended through March 28, 1994 and November 13, 1995 (Exhibit 10.1 to Insignia Financial Group, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference)*












10.50		NHP Incorporated 1990 Stock Option Plan (Exhibit 10.9 to NHP Incorporated Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by this reference)*












10.51		NHP Incorporated 1995 Incentive Stock Option Plan (Exhibit 10.10 to NHP Incorporated Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by this reference)*












10.52		Summary of Agreement for Sale of Stock to Executive Officers (Exhibit 10.104 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by this reference)*












21.1		List of Subsidiaries












23.1		Consent of Ernst & Young LLP












99.1		Agreement re: disclosure of long-term debt instruments

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

*		Management contract

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of March, 2002.


	APARTMENT INVESTMENT AND MANAGEMENT COMPANY












	/s/ TERRY CONSIDINE
	Terry Considine Chairman of the Board And Chief Executive Officer

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


Signature	Title	Date

/s/ TERRY CONSIDINE Terry Considine	Chairman of the Board and Chief Executive Officer	March 20, 2002












/s/ PETER K. KOMPANIEZ Peter K. Kompaniez	Vice Chairman, President and Director	March 20, 2002












/s/ PAUL J. MCAULIFFE Paul J. McAuliffe	Executive Vice President and Chief Financial Officer	March 20, 2002












/s/ THOMAS C. NOVOSEL Thomas C. Novosel	Senior Vice President and Chief Accounting Officer	March 20, 2002












/s/ RICHARD S. ELLWOOD Richard S. Ellwood	Director	March 20, 2002












/s/ J. LANDIS MARTIN J. Landis Martin	Director	March 20, 2002












/s/ THOMAS L. RHODES Thomas L. Rhodes	Director	March 20, 2002












/s/ JAMES N. BAILEY James N. Bailey	Director	March 20, 2002

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

INDEX TO FINANCIAL STATEMENTS


		Page

Financial Statements:
	Report of Independent Auditors		F-2
	Consolidated Balance Sheets as of December 31, 2001 and 2000		F-3
	Consolidated Statements of Income for the Years Ended December 31, 2001, 2000 and 1999		F-4
	Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2001, 2000 and 1999		F-5
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999		F-6
	Notes to Consolidated Financial Statements		F-8

Financial Statement Schedule:
	Schedule III — Real Estate and Accumulated Depreciation		F-43
	All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto

F-1

REPORT OF INDEPENDENT AUDITORS

Stockholders and Board of Directors
Apartment Investment and Management Company

We have audited the accompanying consolidated balance sheets of Apartment Investment and Management Company as of December 31, 2001 and 2000, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedule listed in the Index at Item 14(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Apartment Investment and Management Company at December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

Denver, Colorado
February 5, 2002,
except for Note 28, as to which the date is March 19, 2002

F-2

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED BALANCE SHEETS
As of December 31, 2001 and 2000
(In Thousands, Except Share Data)


					2001			2000

				ASSETS
Real estate:
		Land			$	1,245,758		$	976,421
		Buildings and improvements				7,169,862			6,036,031

Total real estate						8,415,620			7,012,452
		Less accumulated depreciation				(1,619,765	)		(913,263	)

				Net real estate		6,795,855			6,099,189
Cash and cash equivalents						80,000			157,115
Restricted cash						138,223			126,914
Accounts receivable						116,428			2,873
Deferred financing costs						82,693			63,871
Goodwill						101,338			100,532
Notes receivable from unconsolidated real estate partnerships						243,511			166,081
Notes receivable from unconsolidated subsidiaries						—			190,453
Investments in unconsolidated real estate partnerships						601,935			676,188
Investments in unconsolidated subsidiaries						—			101,924
Other assets						162,553			14,734

			Total assets		$	8,322,536		$	7,699,874

				LIABILITIES AND STOCKHOLDERS’ EQUITY
Secured tax-exempt bond financing					$	1,092,605		$	773,033
Secured notes payable						3,454,737			3,258,342
Term loan						—			74,040
Credit facility						213,500			254,700

				Total indebtedness		4,760,842			4,360,115
Accounts payable						10,597			27,247
Accrued liabilities and other						256,567			272,895
Deferred rental income						9,075			4,987
Security deposits						31,174			28,956
Deferred income taxes payable						36,348			—

				Total liabilities		5,104,603			4,694,200

Mandatorily redeemable convertible preferred securities						20,637			32,330
Minority interest in consolidated real estate partnerships						113,782			139,731
Minority interest in AIMCO Operating Partnership						367,124			331,956

Stockholders’ equity:
	Preferred Stock, perpetual					502,520			315,770
	Preferred Stock, convertible					621,947			521,947
	Class A Common Stock, $.01 par value, 456,962,738 shares and 468,432,738 shares authorized, 74,498,582 and 71,337,217 shares issued and outstanding, respectively					745			713
	Additional paid-in capital					2,209,803			2,072,208
	Notes due on common stock purchases					(46,460	)		(44,302	)
	Distributions in excess of earnings					(572,165	)		(364,679	)

				Total stockholders’ equity		2,716,390			2,501,657

				Total liabilities and stockholders’ equity	$	8,322,536		$	7,699,874

See notes to consolidated financial statements.

F-3

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2001, 2000 and 1999
(In Thousands, Except Per Share Data)


	2001			2000			1999

RENTAL PROPERTY OPERATIONS:
Rental and other property revenues	$	1,297,764		$	1,051,000		$	533,917
Property operating expenses		(498,426	)		(426,177	)		(213,798	)
Owned property management expense		(8,785	)		(13,663	)		(1,650	)

Income from property operations		790,553			611,160			318,469

INVESTMENT MANAGEMENT BUSINESS:
Management fees and other income primarily from affiliates		165,800			39,896			38,377
Management and other expenses		(119,480	)		(17,403	)		(14,897	)
Amortization of intangibles		(18,729	)		(6,698	)		(14,297	)

Income from investment management business		27,591			15,795			9,183

General and administrative expenses		(18,530	)		(18,123	)		(15,248	)
Consulting fees — business process improvement		(6,400	)		—			—
Provision for losses on accounts, fees and notes receivable		(6,646	)		—			—
Depreciation of rental property		(345,649	)		(298,946	)		(131,753	)
Interest expense		(315,860	)		(269,826	)		(140,094	)
Interest and other income		68,593			66,241			55,320
Equity in earnings (losses) of unconsolidated real estate partnerships		(16,662	)		7,618			(4,467	)
Equity in losses of unconsolidated subsidiaries		—			(2,290	)		(5,013	)
Minority interest in consolidated real estate partnerships		(26,889	)		(3,872	)		(900	)

Operating earnings		150,101			107,757			85,497

Distributions to minority interest partners in excess of income		(47,701	)		(24,375	)		—
Gain (loss) on disposition of real estate property		17,394			26,335			(1,785	)

Income before minority interest in AIMCO Operating Partnership		119,794			109,717			83,712

Minority interest in AIMCO Operating Partnership, common		(2,639	)		(3,519	)		(5,458	)
Minority interest in AIMCO Operating Partnership, preferred		(9,803	)		(7,020	)		(727	)

Net income		107,352			99,178			77,527

Net income attributable to preferred stockholders		90,331			63,183			53,453

Net income attributable to common stockholders	$	17,021		$	35,995		$	24,074

Basic earnings per common share	$	0.23		$	0.53		$	0.39

Diluted earnings per common share	$	0.23		$	0.52		$	0.38

Weighted average common shares outstanding		72,458			67,572			62,242

Weighted average common shares and common share equivalents outstanding		73,648			69,063			63,446

Dividends paid per common share	$	3.12		$	2.80		$	2.50

See notes to consolidated financial statements.

F-4

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2001, 2000 and 1999
(In Thousands)


							Class A
	Preferred Stock							Common Stock									Notes
														Additional			Receivable			Distributions
	Shares							Shares						Paid-in			from			in Excess
	Issued			Amount				Issued			Amount			Capital			Officers			of Earnings			Total

BALANCE DECEMBER 31, 1998		22,824		$	792,468				48,451		$	485		$	1,246,962		$	(49,658	)	$	(87,693	)	$	1,902,564
Net proceeds from issuances of Preferred Stock		10,000			250,000				—			—			(16,899	)		—			—			233,101
Repurchase of Class A Common Stock		—			—				(205	)		(2	)		(8,036	)		—			—			(8,038	)
Conversion of AIMCO Operating Partnership units to Class A Common Stock		—			—				964			10			13,756			—			—			13,766
Conversion of Preferred Stock to Class A Common Stock		(9,424	)		(401,218	)			10,924			109			401,109			—			—			—
Purchase of stock by officers and awards of restricted stock		—			—				240			2			8,824			(8,202	)		—			624
Repayment of notes receivable from officers		—			—				—			—			—			6,241			—			6,241
Stock options and warrants exercised		—			—				129			1			3,201			—			—			3,202
Class A Common Stock issued as consideration for Insignia Property Trust Merger		—			—				4,044			40			158,753			—			—			158,793
Class A Common Stock issued as consideration for First Union acquisition		—			—				530			5			21,135			—			—			21,140
Class A Common Stock Offering		—			—				1,383			14			54,598			—			—			54,612
Warrants exercised		—			—				343			4			2,021			—			—			2,025
Net income		—			—				—			—			—			—			77,527			77,527
Dividends paid — Class A Common Stock		—			—				—			—			—			—			(154,654	)		(154,654	)
Dividends paid — Preferred Stock		—			—				—			—			—			—			(51,507	)		(51,507	)

BALANCE DECEMBER 31, 1999		23,400			641,250				66,803			668			1,885,424			(51,619	)		(216,327	)		2,259,396
Net proceeds from issuances of Preferred Stock		7,105			230,000				—			—			(3,106	)		—			—			226,894
Repurchase of Class A Common Stock		—			—				(69	)		(1	)		(2,579	)		—			—			(2,580	)
Conversion of AIMCO Operating Partnership units to Class A Common Stock		—			(480	)			258			2			10,103			—			—			9,625
Conversion of Class B Preferred Stock to Class A Common Stock		(331	)		(33,053	)			1,085			11			33,042			—			—			—
Conversion of mandatorily redeemable convertible preferred securities to Class A Common Stock		—			—				2,363			24			117,146			—			—			117,170
Repayment of notes receivable from officers		—			—				—			—			—			15,050			—			15,050
Purchase of stock by officers and awards of restricted stock		—			—				300			3			11,984			(7,733	)		—			4,254
Stock options and warrants exercised		—			—				597			6			20,194			—			—			20,200
Net income		—			—				—			—			—			—			99,178			99,178
Dividends paid — Class A Common Stock		—			—				—			—			—			—			(188,600	)		(188,600	)
Dividends paid — Preferred Stock		—			—				—			—			—			—			(58,930	)		(58,930	)

BALANCE DECEMBER 31, 2000		30,174			837,717				71,337			713			2,072,208			(44,302	)		(364,679	)		2,501,657
Net proceeds from issuances of Preferred Stock		7,470			186,750				—			—			(7,055	)		—			—			179,695
Repurchase of Class A Common Stock		—			—				(772	)		(8	)		(33,290	)		—			—			(33,298	)
Conversion of AIMCO Operating Partnership units to Class A Common Stock		—			—				526			6			22,995			—			—			23,001
Conversion of mandatorily redeemable convertible preferred securities to Class A Common Stock		—			—				238			2			11,691			—			—			11,693
Repayment of notes receivable from officers		—			—				—			—			—			8,535			—			8,535
Purchase of stock by officers and awards of restricted stock		—			—				413			4			18,233			(10,693	)		—			7,544
Stock options and warrants exercised		—			—				572			6			18,738			—			—			18,744
Class P Preferred Stock issued as consideration for the OTEF merger		4,000			100,000				—			—			—			—			—			100,000
Class A Common Stock issued as consideration for the OTEF merger		—			—				2,185			22			106,283			—			—			106,305
Net income		—			—				—			—			—			—			107,352			107,352
Dividends paid — Class A Common Stock		—			—				—			—			—			—			(226,342	)		(226,342	)
Dividends paid — Preferred Stock		—			—				—			—			—			—			(88,496	)		(88,496	)

BALANCE DECEMBER 31, 2001		41,644		$	1,124,467				74,499		$	745		$	2,209,803		$	(46,460	)	$	(572,165	)	$	2,716,390

See notes to consolidated financial statements.

F-5

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2001, 2000 and 1999
(In Thousands)


				2001			2000			1999

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	107,352		$	99,178		$	77,527

	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization of intangibles			364,378			305,644			151,166
		Distributions to minority interest partners in excess of income			47,701			24,375			—
		Loss (gain) on disposition of real estate property			(17,394	)		(26,335	)		1,785
		Minority interest in AIMCO Operating Partnership			12,442			10,539			6,185
		Minority interests in consolidated real estate partnerships			26,889			3,872			900
		Equity in (earnings) losses of unconsolidated real estate partnerships			16,662			(7,618	)		4,467
		Equity in losses of unconsolidated subsidiaries			—			2,290			5,013
		Changes in operating assets and operating liabilities			(63,573	)		(11,581	)		6,214

			Total adjustments		387,105			301,186			175,730

			Net cash provided by operating activities		494,457			400,364			253,257

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of and additions to real estate				(374,388	)		(334,264	)		(217,380	)
	Proceeds from sales of property				175,864			159,340			49,023
	Proceeds from sale of investments				253,277			—			—
	Purchase of notes receivable, general and limited partnership interests and other assets				(114,312	)		(453,263	)		(233,640	)
	Purchase/originations of notes receivable				(111,157	)		(81,657	)		(103,943	)
	Proceeds from sale of notes receivable				—			—			17,788
	Proceeds from repayment of notes receivable				53,207			64,559			61,407
	Cash from newly consolidated properties				23,656			54,875			68,127
	Cash paid in connection with merger/acquisitions and related costs				(80,630	)		(31,889	)		(19,347	)
	Distributions received from investments in unconsolidated real estate partnerships				42,473			75,318			87,284
	Distributions received from investments in unconsolidated subsidiaries				—			—			9,575

			Net cash used in investing activities		(132,010	)		(546,981	)		(281,106	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from secured notes payable borrowings				628,529			502,085			297,536
	Principal repayments on secured notes payable				(548,672	)		(265,269	)		(53,572	)
	Proceeds from secured tax-exempt bond financing				112,702			—			20,731
	Principal repayments on secured tax-exempt bond financing				(150,949	)		(26,677	)		(41,894	)
	Principal repayments on secured short-term financing				(25,105	)		—			—
	Net borrowings (pay downs) on term loan and revolving credit facilities				(178,240	)		119,540			(155,622	)
	Payment of loan costs				(17,774	)		(21,920	)		(16,070	)
	Proceeds from issuance of common and preferred stock, exercise of options/warrants				205,076			251,348			293,225
	Principal repayments received on notes due from officers on Class A Common Stock purchases				8,535			15,050			6,241
	Repurchase of Class A Common Stock				(33,298	)		(2,580	)		(8,038	)
	Proceeds from issuance of other units				3,235			—			—
	Payment of common stock dividends				(226,342	)		(188,600	)		(154,654	)
	Payment of distributions to minority interests				(128,763	)		(121,919	)		(32,898	)
	Payment of preferred stock dividends				(88,496	)		(58,930	)		(51,507	)
	Payment of special dividend on Class E Preferred Stock				—			—			(45,330	)

			Net cash provided by (used in) financing activities		(439,562	)		202,128			58,148

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(77,115	)		55,511			30,299
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR					157,115			101,604			71,305

CASH AND CASH EQUIVALENTS AT END OF YEAR				$	80,000		$	157,115		$	101,604

See notes to consolidated financial statements.

F-6

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2001, 2000 and 1999
(In Thousands)


			2001			2000			1999

SUPPLEMENTAL CASH INFORMATION:
	Interest paid		$	335,747		$	254,802		$	140,410
	Non Cash Transactions Associated with the Acquisition of Properties and Interests in Unconsolidated Real Estate Partnerships:
		Secured debt assumed in connection with purchase of real estate		25,900			60,605			110,101
		Real estate, investments in unconsolidated real estate partnership, and other assets acquired		65,314			93,975			230,194
		Assumption of operating liabilities		1,411			148			15,233
		Accrual of contingent consideration		—			—			(4,500	)
		OP Units issued		38,003			33,222			83,810
		Class A Common Stock issued		—			—			21,140
	Non Cash Transactions Associated with Acquisition of Limited Partnership Interests and Interests in the Unconsolidated Subsidiaries:
		Issuance of OP Units for interests in unconsolidated real estate partnerships		41,328			29,885			15,085
		Issuance of OP Units and assumption of liabilities for interests in unconsolidated subsidiaries		—			—			4,762
	Non Cash Transactions Associated with Mergers:
		Real estate		—			324,602			6,012
		Investments in and notes receivable from unconsolidated real estate partnerships		(1,444	)		121,671			97,708
		Investments in and notes receivable from unconsolidated subsidiaries		—			157,785			(13,137	)
		Restricted cash		—			7,212			—
		Other assets		243,091			6,163			—
		Secured debt		(30,020	)		248,524			—
		Accounts payable, accrued and other liabilities		30,445			74,310			30,183
		Minority interest in other entities		—			23,816			(98,353	)
		OP Units issued		—			62,177			—
		Class A Common Stock issued		106,305			—			158,753
		Preferred Stock issued		100,000			—			—
	Non Cash Transactions Associated with Consolidation of Assets:
		Real estate		715,434			1,754,492			1,016,343
		Investments in and notes receivable from unconsolidated real estate partnerships		(55,279	)		(685,173	)		(380,359	)
		Investments in and notes receivable from unconsolidated subsidiaries		(315,818	)		(3,271	)		—
		Restricted cash		17,323			46,284			43,605
		Goodwill		12,688			—			—
		Other assets		251,327			55,128			—
		Secured debt		476,883			1,133,197			561,129
		Unsecured debt — term loan		63,000			—			—
		Accounts payable, accrued and other liabilities		110,578			63,011			44,361
		Deferred income tax payable		34,969			—			—
		Minority interest in other entities		(26,827	)		1,573			77,774
	Non Cash Transfer of Assets to an Unconsolidated Subsidiary:
		Real estate		—			(9,429	)		(32,091	)
		Notes receivable		—			—			6,245
		Secured debt		—			—			(25,620	)
	Other:
		Redemption of OP Units		23,001			8,151			13,766
		Receipt of notes receivable from officers		10,693			7,733			8,202
		Conversion of Preferred Stock into Class A Common Stock		11,693			150,199			401,218
		Tenders payable for purchase of limited partner interest		19,447			—			77,380

See notes to consolidated financial statements.

F-7

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001

NOTE 1 — Organization

Apartment Investment and Management Company, a Maryland corporation incorporated on January 10, 1994 (“AIMCO” and, together with its consolidated subsidiaries and other controlled entities, the “Company”), owns a majority of the ownership interests in AIMCO Properties, L.P. (the “AIMCO Operating Partnership”) through its wholly owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP, Inc. The Company held an approximate 87% interest in the AIMCO Operating Partnership as of December 31, 2001. AIMCO-GP, Inc. is the sole general partner of the AIMCO Operating Partnership.

As of December 31, 2001, AIMCO:

	•		owned or controlled (consolidated) and managed 157,256 units in 557 apartment properties;

	•		held an equity interest in (unconsolidated) and managed 91,512 units in 569 apartment properties; and

	•		managed, for third party owners, 31,520 units in 245 apartment properties, primarily pursuant to long term, non-cancelable agreements.

At December 31, 2001, AIMCO had 74,498,582 shares of Class A Common Stock outstanding and the AIMCO Operating Partnership had 11,382,378 Partnership Common Units (“Common OP Units”) and other units outstanding (excluding preferred units and units held by the Company), for a combined total of 85,880,960 shares of Class A Common Stock, Common OP Units and other units outstanding.

Interests in the AIMCO Operating Partnership held by limited partners other than AIMCO are referred to as “OP Units”. OP Units include Common OP Units, Partnership Preferred Units (“Preferred OP Units”) and High Performance Partnership Units. The AIMCO Operating Partnership’s income is allocated to holders of Common OP Units based on the weighted average number of Common OP Units outstanding during the period. The AIMCO Operating Partnership records the issuance of Common OP Units and the assets acquired in purchase transactions based on the market price of the Company’s Class A Common Stock at the date of execution of the purchase contract. The holders of the Common OP Units receive distributions, prorated from the date of issuance, in an amount equivalent to the dividends paid to holders of Class A Common Stock. After holding the Common or Preferred OP Units for one year, the limited partners generally have the right to redeem their Common or Preferred OP Units for cash. Notwithstanding that right, the AIMCO Operating Partnership may elect to cause AIMCO to acquire some or all of the Common or Preferred OP Units tendered for redemption in exchange for shares of Class A Common Stock in lieu of cash. During 2001, 2000 and 1999, the weighted average ownership interest in the AIMCO Operating Partnership held by the Common OP Unit holders was 13%, 9% and 9%, respectively. Preferred OP Units entitle the holders thereof to a preference with respect to distributions or upon liquidation (see Note 14). See Note 20 for the discussion on High Performance Units.

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

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of AIMCO, the AIMCO Operating Partnership, majority owned subsidiaries and controlled real estate partnerships. Effective January 1, 2001, as a result of the Company acquiring all of the voting stock of certain previously unconsolidated subsidiaries, the Company began consolidating the results of operations of these subsidiaries (see Note 6). Interests held by limited partners in real estate partnerships controlled by the Company are reflected as minority interest in consolidated real estate partnerships. Significant intercompany balances and transactions have been eliminated in consolidation. The assets of property owning limited partnerships and limited liability companies owned or controlled by AIMCO or the AIMCO Operating Partnership generally are not available to pay creditors of AIMCO or the AIMCO Operating Partnership.

F-8

Real Estate and Depreciation

Real estate is recorded at cost, less accumulated depreciation, unless considered impaired. If events or circumstances indicate that the carrying amount of a property may be impaired, the Company makes an assessment of its recoverability by estimating the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate future cash flows, the Company recognizes an impairment loss to the extent the carrying amount exceeds the fair value of the property. As of December 31, 2001, management believes that no impairments exist based on periodic reviews. No impairment losses were recognized for the years ended December 31, 2001, 2000 and 1999.

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

Expenditures in excess of $250 that maintain an existing asset which has a useful life of more than one year are capitalized as capital replacement expenditures and depreciated over the estimated useful life of the asset. Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.

In 2001, the Company completed a comprehensive review of its real estate related depreciation including property-by-property analyses of more than 500 properties producing more than 90% of the Company’s Free Cash Flow from real estate. As a result of this review, the Company has changed its estimate of the remaining useful lives for its real estate assets. Effective July 1, 2001 for certain assets and October 1, 2001 for the majority of the portfolio, the Company extended the useful lives of the assets from a weighted average composite life of 25 years, to a weighted average composite life of 30 years. This change increased net income by approximately $31 million, or $0.42 per diluted share for 2001. The Company believes the change reflects the remaining useful lives of the assets and is consistent with prevailing industry practice.

Depreciation is calculated on the straight-line method based on a 13 to 40 year life for buildings and improvements and five years for furniture, fixtures and equipment.

Redevelopment and Other Capital Expenditure Activities

The Company capitalizes direct and indirect costs (including interest, real estate taxes and other costs) in connection with the redevelopment, ICE, capital enhancement and replacement needs of its owned or controlled properties. Indirect costs that do not relate to the above activities, including general and administrative expenses are charged to expense as incurred. Interest and other costs of $16.3 million and $48.1 million, $10.4 million and $15.6 million, and $6.7 million and $2.8 million were capitalized for the years ended December 31, 2001, 2000 and 1999, respectively.

During 2001, the Company commissioned a project to study process improvement ideas to reduce operating costs of the Company. The result of the study led to a re-engineering of Company business processes and eventual redeployment of its personnel and related capital spending. The implementation of these plans resulted in a refinement of the Company’s process for capitalizing certain direct and indirect project costs and increased capitalization of such costs by approximately $31 million in 2001 compared to 2000. In addition, the Company had a significant increase in its backlog of planned capital activities, including affordable redevelopment and kitchen and bath enhancement programs. Accordingly, the increased capitalization of these related costs increased net income by approximately $20 million or $0.27 per diluted share for 2001 (after intercompany eliminations and minority interest). Of that total, approximately $17 million resulted from the refinement of the Company’s systems and process for identifying and tracking direct and indirect costs related to those activities. The remainder of approximately $3 million relates to a combination of increased construction and redevelopment activities, a greater number of owned properties and higher cost associated with such activities. Capitalized costs are included in redevelopment, ICE, and capital expenditure spending and reflected in associated returns from these related assets.

F-9

Cash Equivalents

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

Restricted Cash

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

Deferred Financing Costs

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

Goodwill and Other Assets

The Company has goodwill that consists of costs associated with the purchase of property management businesses, that have been amortized on a straight-line basis over twenty years. In addition to goodwill, other intangible assets such as management contracts are amortized on a straight-line basis over terms ranging from five to twenty years. Beginning in the first quarter of 2002, the Company will follow the new rules set forth in the Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, in which goodwill deemed to have an indefinite life will no longer be amortized, but will be subject to annual impairment tests in accordance with the Statement.

Notes Receivable from Unconsolidated Real Estate Partnerships and Subsidiaries

The Company, primarily through its consolidated subsidiaries, has investments in notes receivable, which were either extended by the Company and are carried at the face amount plus accrued interest (“par value notes”) or were made by predecessors whose positions have been acquired by the Company at a discount and are carried at the acquisition amount using the cost recovery method (“discounted notes”). Under the cost recovery method, the discounted notes are carried at the acquisition amount, less subsequent cash collections, until such time as collectibility is probable and the timing and amounts are estimable. Based upon closed or pending transactions (including sales activity), market conditions, and improved operations of the obligor, among other things, certain notes and the related discounts are determined to be collectible.

Interest income is recognized on these investments when the collectibility of such amounts is both probable and estimable. Notes receivable from unconsolidated real estate partnerships and subsidiaries consist substantially of subordinated notes receivable (where the Company is the general partner and issuer), whose ultimate repayment is subject to a number of variables, including the performance and value of the underlying real property and the ultimate timing of such repayments. The carrying amounts of notes receivable approximate their fair value in consideration of interest rates, market conditions and other qualitative factors (see Note 7).

Investments in Unconsolidated Real Estate Partnerships

The Company owns general and limited partnership interests in real estate partnerships that own multi-family apartment properties. Investments in real estate partnerships in which the Company has significant influence but does not have control are accounted for under the equity method. Under the equity method, the Company’s pro-rata share of the earnings or losses of the entity for the periods being presented is included in equity in earnings (losses) from unconsolidated partnerships (see Note 5).

Investments in Unconsolidated Subsidiaries

Effective January 1, 2001, the Company began consolidating its previously unconsolidated subsidiaries (see Note 6). Prior to this date, the Company had significant influence but did not have control. Accordingly, such investments were accounted for under the equity method. Under the equity method, the Company’s pro-rata share of the earnings or losses of the entity for the period being presented is included in equity in earnings (losses) from unconsolidated subsidiaries. As a result of this

F-10

consolidation the accounts receivable balance and the results of operations of the investment management business increased substantially in 2001 over 2000.

Minority Interest in Consolidated Real Estate Partnerships

Interests held by limited partners in real estate partnerships controlled by the Company are reflected as minority interest in consolidated real estate partnerships. Minority interest in consolidated real estate partnerships represents the non-controlling partners’ share of the underlying net assets of the Company’s controlled real estate partnerships. When these partnerships make cash distributions in excess of net income, the Company, as the majority partner, records a charge equal to the minority partners’ excess of distribution over net income, even though there is no economic impact, cost or risk to the Company. This charge is classified in the consolidated statements of income as distributions to minority partners in excess of income. Losses are allocated to minority partners to the extent they do not create a minority interest deficit, in which case, the Company recognizes 100% of the losses in operating earnings.

Revenue Recognition

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

Income on Loans

Income on loans is recorded as earned in accordance with the terms of the related loan agreements. The Company recognizes interest income earned from its investments in notes receivable based upon whether the collectibility of such amounts is both probable and estimable. The accrual of interest is discontinued when, in the opinion of the Company, impairment has occurred in the value of the collateral property securing the loan. Income on nonaccrual loans, or loans that are otherwise not performing in accordance with their terms, is recorded on a cost recovery basis. Under the cost recovery method, no income is recognized on the loans and the discounted notes are carried at the acquisition amount, less subsequent cash collections, until such time as collectibility is probable and the timing and amounts are estimable. Interest income is ultimately collected in cash or through foreclosure of the property securing the note.

Allowance for Loan Losses

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

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are generally comprised of amounts receivable from real estate partnerships in which the Company has an ownership interest related to property management and other services provided to the real estate partnerships. The accounts receivable are presented net of an allowance for doubtful accounts of $7.1 million in 2001.

Derivative Financial Instruments

The Company predominately uses long-term, fixed-rate and self-amortizing non-recourse debt in order to avoid, among other things, risk related to fluctuating interest rates. Where the Company does use variable-rate debt, occasionally the Company enters into short-term economic hedges, such as interest rate swap agreements and interest rate cap agreements, to reduce its exposure to interest rate fluctuations. The interest rate swap agreements are generally utilized by the Company to modify the Company’s exposure to interest rate risk by converting the variable-rate debt to a fixed rate. The interest rate cap agreements utilized by the Company effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying variable rate debt. Normally, the interest rate caps are embedded within the original debt contract and are considered clearly and closely related to the debt contract and, therefore, are not measured as separate derivative instruments. Free standing interest rate exchange agreements were not material and were recorded on the balance sheet at their fair value and in current earnings in each period.

F-11

Transfers of Financial Assets

During 2001, the Company engaged in a sale of certain of the financial assets it acquired in the merger with OTEF. Gains and losses from sales of financial assets are recognized in the consolidated statements of income when the Company relinquishes control of the transferred financial assets in accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FAS Statement No. 125” and other related pronouncements. The gain or loss on the sale of financial assets depends in part on the previous carrying amount of the assets involved in the transfer, allocated between the assets sold and the retained residual interests based upon their respective fair values at the date of sale. To obtain fair values, quoted market prices are used if available. However, quotes are generally not available for retained residual interests, so the Company generally estimates fair value of the retained residual interests based on the present value of future expected cash flows of the bonds, which are derived from the underlying properties’ operations. The fair value of both the retained residual interests and the bonds, based on the underlying properties that secure the bonds, are estimated using managements’ best estimates of the key assumptions — capitalization rates and discount rates commensurate with the risks involved.

Insurance

Income Taxes

The Company accounts for income taxes using the liability method. 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 will be in effect when the differences reverse.

AIMCO has elected to be taxed as a real estate investment trust (“REIT”), as defined under the Internal Revenue Code of 1986, as amended. In order for AIMCO to qualify as a REIT, at least 95% of AIMCO’s gross income in any year must be derived from qualifying sources.

As a REIT, AIMCO generally will not be subject to U.S. Federal income taxes at the corporate level on its net income that is distributed to its stockholders if it distributes at least 90% (95% prior to 2001) of its REIT taxable income to its stockholders. REITs are also subject to a number of other organizational and operational requirements. If AIMCO fails to qualify as a REIT in any taxable year, its taxable income will be subject to U.S. Federal income tax at regular corporate rates (including any applicable alternative minimum tax). Even if AIMCO qualifies as a REIT, it may be subject to certain state and local income taxes and to U.S. Federal income and excise taxes on its undistributed income.

Earnings and profits, which determine the taxability of dividends to stockholders, differ from net income reported for financial reporting purposes principally due to differences for U.S. Federal tax purposes in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties.

F-12

The following table reconciles the Company’s net income to REIT taxable income for the years ended December 31, 2001, 2000 and 1999 (in thousands):


	2001			2000			1999

Net income	$	107,352		$	99,178		$	77,527
Elimination of earnings from unconsolidated subsidiaries		3,830			(3,666	)		2,559
Depreciation and amortization expense not deductible for tax		100,908			89,885			70,733
Gain on disposition of real estate property		24,709			42,645			17,359
Interest income, not taxable		(13,308	)		(12,987	)		(6,583	)
Depreciation timing differences on real estate		20,701			7,007			13,881
Dividends on officer stock, not deductible for tax		2,335			2,496			2,435
Limited partner deficit allocations, not deductible for tax		46,083			21,992			—
Transaction and project costs, deductible for tax		(5,315	)		(2,730	)		(7,349	)

REIT taxable income	$	287,295		$	243,820		$	170,562

For income tax purposes, distributions paid to holders of Class A Common Stock consist of ordinary income, capital gains, return of capital or a combination thereof. For the years ended December 31, 2001, 2000 and 1999, distributions paid per share were taxable as follows:


	2001					2000					1999

	Amount		Percentage			Amount		Percentage			Amount		Percentage

Ordinary income	$	2.37		76	%	$	1.84		66	%	$	2.04		82	%
Return of capital		—		—			—		—			0.16		6	%
Capital gains		0.19		6	%		0.32		11	%		0.12		5	%
Unrecaptured SEC.1250 gain		0.56		18	%		0.64		23	%		0.18		7	%

	$	3.12		100	%	$	2.80		100	%	$	2.50		100	%

Earnings Per Share

Earnings per share is calculated based on the weighted average number of shares of common stock, common stock equivalents and dilutive convertible securities outstanding during the period (see Note 18).

Fair Value of Financial Instruments

The aggregate fair value of the Company’s cash and cash equivalents, receivables, payables and short-term secured debt as of December 31, 2001 approximates their carrying value due to their relatively short term nature. Management further believes that the fair value of the Company’s variable rate secured tax-exempt bond debt and secured long-term debt approximate their carrying value. For the fixed rate secured tax-exempt bond debt and secured long-term debt, fair values have been based on estimates using present value techniques (see Note 3). These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent market quotes and, in many cases, may not be realized in immediate settlement of the instrument.

Concentration of Credit Risk

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

F-13

Use of Estimates

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

Reclassifications

Certain items included in the 2000 and 1999 consolidated financial statements have been reclassified to conform to the 2001 presentation.

NOTE 3 — Fair Value of Financial Instruments

The following methods and assumptions were used by the company in estimating its fair value disclosures for financial instruments.

Cash and cash equivalents

The carrying amounts of cash and cash equivalents reported in the balance sheet for cash and short-term investments classified as cash equivalents approximate those assets’ fair value.

Bonds receivable and retained residual interest

The carrying amounts of bonds receivable and retained residual interests included in other assets in the balance sheet approximate those assets’ fair values. The Company generally estimates fair value of the bonds receivable and the retained residual interests based on the present value of future expected cash flows of the bonds, which are derived from the underlying properties’ operations. The fair value of both the bonds receivable and the retained residual interests, based on the underlying properties that secure the bonds, are estimated using managements’ best estimates of the key assumptions — capitalization rates and discount rates commensurate with the risks involved.

Mortgages payable

The fair value of the Company’s borrowings under its variable rate agreements approximate their carrying value. The fair value for the Company’s fixed-rate debt agreements is estimated based on the quoted market prices for the same or similar issues. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent market quotes and, in many cases, may not be realized in immediate settlement of the instrument. The carrying amount of accrued interest approximates fair value.

The carrying amounts and fair values of the company’s financial instruments at December 31 are as follows (in thousands):


	2001							2000
Financial Instrument	Asset (Liability)							Asset (Liability)

	Carrying Amount				Fair Value			Carrying Amount				Fair Value

Cash and cash equivalents and restricted cash		$	218,223		$	218,223			$	284,029		$	284,029
Bonds receivable and retained residual interest			28,634			28,634				—			—
Mortgages payable — fixed rate			(3,835,764	)		(4,257,777	)			(3,604,084	)		(3,604,084	)

NOTE 4 — Mergers and Limited Partner Acquisitions

Oxford Tax Exempt Fund

F-14

comprised of $100 million in Class P Convertible Cumulative Preferred Stock (the “Class P Preferred Stock”), $106 million in Common Stock issued at $48.46 per share (2.185 million of shares of Class A Common Stock), $17 million in cash, and $47 million in assumed liabilities. OTEF merged with a subsidiary of the AIMCO Operating Partnership. In connection with the Company’s acquisition of interests in properties (the “Oxford properties”) from affiliates of Oxford Realty Financial Group, Inc., on September 20, 2000, the Company had acquired interests in OTEF’s managing general partner and OTEF’s associate general partner. OTEF was a publicly traded master limited partnership that invested primarily in tax-exempt bonds issued to finance properties owned by affiliates of OTEF, including the Oxford properties. In the merger, each beneficial interest was converted into the right to receive 0.299 shares of Class A Common Stock and 0.547 shares of AIMCO’s Class P Preferred Stock. In addition, the beneficial interest holders received a special distribution of $50 million, or $6.21 per beneficial interest. This transaction was accounted for as a purchase, and as a result, the results of operations were included in the consolidated statement of income from the date of acquisition. Subsequent to the merger, the Company sold certain of the tax-exempt bond receivables, with a carrying value of $246.8 million, to an unrelated third party at a discount to their face amount and retained a residual interest in those bonds. The fair value of the Company's retained residual interests is based on the future cash flows from the bonds. The Company received net proceeds of approximately $253.3 million and recognized gains of $26.1 million on the sale of these tax-exempt bonds, which included $19.6 million of retained residual interests (see Note 26). Approximately $23 million of tax-exempt bonds were not sold by the Company, of such amount; (i) $14 million were eliminated in consolidation, and (ii) $9.0 million remain held by the Company and are classified with other assets.

Oxford Properties

On September 20, 2000, the Company acquired all of the stock and other interests of the Oxford entities that were held by six executive officers and directors of the Oxford entities. The Oxford properties, which are owned by 166 separate partnerships, are 167 apartment communities including 36,949 units, located in 18 states. This transaction was accounted for as a purchase, and as a result, the results of operations were included in the consolidated statement of income from the date of acquisition. The purchase price of $1,189 million was comprised of $266 million in cash, $861 million of assumed liabilities and transaction costs and $62 million in Common OP Units valued at $45 per unit. During 2001, the allocation of the purchase price was finalized, which resulted in changes to amounts included in the prior year financial statements.

Limited Partnership Acquisitions

During 2001 and 2000, the Company acquired limited partnership interests in various partnerships in which affiliates of the Company served as a general partner. The Company paid approximately $178 million in cash and OP Units and $195 million in cash and OP Units, during 2001 and 2000, respectively, in connection with such tender offers, a portion of which related to increasing interest in consolidated properties.

NOTE 5 — Investments in Unconsolidated Real Estate Partnerships

The Company owns general and limited partner interests in approximately 487 unconsolidated real estate partnerships at December 31, 2001. The interests were acquired through acquisitions, direct purchases and separate offers to other limited partners. The Company’s total ownership interests in these unconsolidated real estate partnerships range from 1% to 99%. However, based on the provisions of the related partnership agreements, which grant varying degrees of control, the Company is not deemed to have control of these partnerships sufficient to require or permit consolidation for accounting purposes.

F-15

The following table provides selected combined financial information for the Company’s unconsolidated real estate partnerships as of and for the years ended December 31, 2001, 2000 and 1999 (in thousands):


	2001			2000			1999

Real estate, net of accumulated depreciation	$	1,848,659		$	2,215,184		$	2,930,748
Total assets		2,212,779			2,703,753			3,501,195
Secured and other notes payable		2,854,195			3,574,971			2,940,819
Total liabilities		3,114,349			3,786,855			3,536,646
Partners’ deficit		(901,570	)		(1,083,102	)		(35,451	)
Rental and other property revenues		670,661			777,621			1,120,888
Property operating expenses		(347,309	)		(408,198	)		(582,523	)
Net operating income		323,352			369,423			538,365
Depreciation expense		(141,123	)		(140,730	)		(237,066	)
Interest expense		(218,635	)		(232,995	)		(269,163	)
Net income		82,140			135,927			42,106

The decrease in the amounts in the above table from year to year was due to the Company’s purchase of controlling interests in, and resultant consolidation of, various partnerships previously accounted for under the equity method. In 2000, the Company acquired general and limited partnership interests in various partnerships as part of the Oxford acquisition, which closed on September 20, 2000, increasing the resulting partnership debt.

NOTE 6 — Investments in Unconsolidated Subsidiaries

In prior years, in order to satisfy certain requirements of the Internal Revenue Code applicable to the Company’s status as a REIT, certain assets of the Company were held through unconsolidated subsidiaries in which the AIMCO Operating Partnership held non-voting preferred stock representing a 99% economic interest and certain officers and directors of the Company held all of the voting common stock, representing a 1% economic interest. As a result of the controlling ownership interest in the unconsolidated subsidiaries being held by others, the Company accounted for its interest in the unconsolidated subsidiaries using the equity method through December 31, 2000.

The REIT Modernization Act, which became effective January 1, 2001, among other things, permits REITS to own taxable REIT subsidiaries. Therefore, effective January 1, 2001, the Company acquired the 1% controlling ownership interest in the unconsolidated subsidiaries. As a result, the Company began consolidating these subsidiaries as of January 1, 2001.

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


	2000			1999

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

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NOTE 7 — Notes Receivable

The following table summarizes the Company’s notes receivable from unconsolidated real estate partnerships and subsidiaries at December 31, 2001 and 2000 (in thousands):


	Notes Receivable from				Notes Receivable from
	Unconsolidated Real				Unconsolidated
	Estate Partnerships				Subsidiaries

	2001		2000		2001		2000

Par value notes	$	135,750	$	83,258	$	—	$	218,873
Discounted notes		107,761		82,823		—		—
Less: General partner notes payable		—		—		—		(28,420	)

Total	$	243,511	$	166,081	$	—	$	190,453

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

As of December 31, 2001 and 2000, the Company held, primarily through its consolidated subsidiaries, $135.8 million and $83.3 million, respectively, of par value notes receivable from unconsolidated real estate partnerships, including accrued interest, for which management believes the collectibility of such amounts is both probable and estimable. As such, interest income from the par value notes is generally recognized as it is earned. Interest income from such notes for the years ended December 31, 2001, 2000 and 1999, totaled $26.0 million, $25.6 million, and $12.2 million, respectively.

As of December 31, 2001 and 2000, the Company held discounted notes, including accrued interest, with a carrying value of $107.8 million and $82.8 million, respectively. The total face value plus accrued interest of these notes was $270.7 million and $232.8 million in 2001 and 2000, respectively. Effective January 1, 2001, the Company began consolidating its previously unconsolidated subsidiaries (see Note 6). As a result, the notes receivable from unconsolidated subsidiaries have been eliminated and notes receivable from unconsolidated real estate partnerships have increased, and includes discounted notes that were held at the previously unconsolidated subsidiaries.

Under the cost recovery method, the discounted notes are carried at the acquisition amount, less subsequent cash collections, until such time as collectibility is probable and the timing and amounts are estimable. Based upon closed or pending transactions (including sales activity), market conditions, and improved operations of the obligor, among other things, certain notes and the related discounts have been determined to be collectible. Accordingly, interest income that had previously been deferred and portions of the related discounts were recognized as interest income during the period. For the years ended December 31, 2001, 2000 and 1999, the Company recognized deferred interest income and discounts of approximately $9.9 million ($0.14 per share (basic) and $0.13 per share (diluted)), $26.4 million ($0.39 per share (basic) and $0.38 per share (diluted)), and $32.5 million ($0.52 per share (basic) and $0.51 per share (diluted)), respectively. These amounts are net of allocated expenses in 2001, 2000 and 1999 of $4.4 million, $4.3 million and $0, respectively. Interest income is ultimately collected in cash or through foreclosure of the property securing the note within 12 months from the date that such amounts were determined to be collectible, and the remainder is collected in the following six months.

As of December 31, 2000, the Company held $218.9 million of par value notes receivable from unconsolidated subsidiaries. In 2000, in connection with the Oxford acquisition, the Company sold certain assets and liabilities to the unconsolidated subsidiaries in exchange for notes receivable. The Company also acquired, in the Oxford acquisition, notes receivable that were payable from Oxford entities that are now owned by the unconsolidated subsidiaries. Certain general partner notes are held at the unconsolidated subsidiaries and, therefore, the general partner payables ($28.4 million) related to these notes are offset against the Company’s notes receivable from unconsolidated subsidiaries. Effective January 1, 2001, the Company began consolidating its previously unconsolidated subsidiaries (see Note 6).

F-17

NOTE 8 — Secured Notes Payable

The following table summarizes the Company’s secured notes payable at December 31, 2001 and 2000, all of which are non-recourse to the Company (in thousands):


		2001		2000

Fixed rate, interest only ranging from 6.00% to 6.25%, non-amortizing notes maturing at various dates through 2025		$	2,578	$	537
Fixed rate, interest only ranging from 6.95% to 10.00%, non-amortizing notes maturing at various dates through 2005			45,107		34,923
Fixed rate, convertible to amortizing construction loan, maturing in 2020			90,000		51,572
Fixed rate, ranging from 6.25% to 10.50%, partially amortizing notes maturing at various dates through 2031			1,062,634		1,047,585
Fixed rate, ranging from 5.98% to 12.00%, fully-amortizing notes maturing at various dates through 2038			2,222,469		2,109,158
Variable rate, ranging from 3.46% to 5.85%, fully-amortizing notes maturing at various dates through 2025			24,345		6,191
Variable rate, 6.875%, non-amortizing notes maturing in 2022			7,604		8,376

	Total	$	3,454,737	$	3,258,342

As of December 31, 2001, the scheduled principal amortization and maturity payments for the Company’s secured notes payable are as follows (in thousands):


	Amortization		Maturities		Total

2002	$	84,118	$	111,192	$	195,310
2003		86,743		197,836		284,579
2004		92,810		49,826		142,636
2005		99,364		112,633		211,997
2006		102,421		174,016		276,437
Thereafter						2,343,778

					$	3,454,737

NOTE 9 — Secured Tax-Exempt Bond Financing

The following table summarizes the Company’s secured tax-exempt bond financing at December 31, 2001 and 2000, all of which is non-recourse to the Company (in thousands):


		2001		2000

Fixed rate, 5.375% interest only, non-amortizing bonds, due 2002		$	6,700	$	6,700
Fixed rate, sinking fund bonds, ranging from 5.00% to 10.00%, due at various dates through 2036			116,507		56,423
Fixed rate, fully-amortizing bonds, ranging from 4.92% to 7.6%, due at various dates through 2036			289,768		297,186
Variable rate, sinking fund bonds, ranging from 1.8% to 10.0%, due at various dates through 2029			278,838		294,141
Variable rate, partially amortizing bonds, ranging from 4.50% to 8.4%, due at various dates through 2026			278,635		51,155
Variable rate, fully-amortizing bonds, ranging from 4.88% to 5.54%, due at various dates through 2026			48,726		43,096
Variable rate, cash flow amortizing bonds, ranging from 3.7% to 7.15%, due 2002			16,214		—
Variable rate, interest only bonds, ranging from 5.4% to 11.0%, due at various dates through 2025			57,217		24,332

	Total	$	1,092,605	$	773,033

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As of December 31, 2001, the scheduled principal amortization and maturity payments for the Company’s secured tax-exempt bonds are as follows (in thousands):


	Amortization		Maturities		Total

2002	$	13,923	$	22,914	$	36,837
2003		14,752		22,944		37,696
2004		15,416		89		15,505
2005		15,910		18,311		34,221
2006		16,861		25,385		42,246
Thereafter						926,100

					$	1,092,605

NOTE 10 — Term Loan

In September 2000, the Company closed a term loan from Bank of America, N.A., Lehman Commercial Paper Inc. and several other lenders, pursuant to a term loan with a total availability of $302 million to finance part of the Oxford acquisition. Transaction costs (including advisory fees) incurred on the term loan were $9.4 million. The borrowers under the term loan were the AIMCO Operating Partnership, NHP Management Company and AIMCO/Bethesda Holdings, Inc., and all obligations thereunder were guaranteed by AIMCO and certain of its subsidiaries. In March 2001, the Company paid off the remaining balance of the term loan and charged to operations approximately $2.2 million for the complete amortization of deferred financing and loan origination costs related to the term loan.

NOTE 11 — Credit Facility

On November 6, 2001, the Company amended and restated its revolving credit facility. The commitment remains $400 million, and the number of lender participants in the facility’s syndicate is ten. The obligations under the amended and restated credit facility are secured by a first priority pledge of certain non-real estate assets of the Company and the stock of certain subsidiaries of the Company. Borrowings under the amended and restated credit facility are available for general corporate purposes. The amended and restated credit facility matures in July 2004 and can be extended once at AIMCO’s option, for a term of one year. The annual interest rate under the credit facility is based either on LIBOR or a base rate which is the higher of Bank of America’s reference rate of 0.50% over the federal funds rate, plus, in either case, an applicable margin. From November 6, 2001 through July 31, 2002, the margin ranges between 2.05% and 2.55%, in the case of LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans, based upon a fixed charge coverage ratio. Commencing August 1, 2002 through maturity, the margin will range between 1.60% and 2.35%, in the case of LIBOR-based loans, and between 0.20% and 0.95% in the case of base rate loans, based upon a fixed charge coverage ratio. The financial covenants contained in the credit facility require the Company to maintain a ratio of debt to gross asset value of no more than 0.55 to 1.0, and an interest coverage ratio of 2.25 to 1.0, and a fixed charge coverage ratio of at least 1.70 to 1.0. In addition, the credit facility limits AIMCO from distributing more than 80% of its Funds From Operations (as defined in the credit facility documentation) (or such amounts as may be necessary for AIMCO to maintain its status as a REIT). The credit facility imposes minimum net worth requirements and provides other financial covenants related to certain of AIMCO's assets and obligations. As of December 31, 2001, the Company was in compliance with all financial covenant requirements. The weighted average interest rate at December 31, 2001 was 4.72%, and the balance outstanding was $213.5 million. The amount available under the credit facility at December 31, 2001 and 2000 was $186.5 million (less $5.1 million for outstanding letters for credit) and $95.3 million (less $1.2 million for outstanding letters for credit), respectively.

F-19

NOTE 12 — Commitments and Contingencies

Legal

Limited Partnerships

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

Conclusion of Investigations of HUD Management Arrangements

In July 1999, The National Housing Partnership (“NHP”) received a grand jury subpoena requesting documents relating to NHP’s management of HUD-assisted or HUD-insured multi-family projects and NHP’s operation of a group purchasing program created by NHP, known as Buyers Access. The subpoena related to the same subject matter as subpoenas NHP received in October and December of 1997 from the HUD Inspector General. NHP has been informed that the grand jury investigation has been terminated.

Separately, in July 2001, AIMCO entered into a Settlement Agreement and Release with HUD, which resolves, without any finding of wrongdoing, all civil matters that were the subject of a HUD Inspector General investigation. A payment of $4.2 million was made by AIMCO on behalf of NHP in connection with the settlement. This payment had been fully accrued for by the Company at the time of the acquisition of NHP as a pre-acquisition contingency and, therefore, had no effect on the financial condition or results of operations of the Company.

Environmental

Other Legal Matters

In December 2001, the Company and certain of its affiliated partnerships that own properties voluntarily entered into an agreement with the U.S. Environmental Protection Agency (“EPA”) and HUD pursuant to which they agreed to pay a fine of $130,000, conduct lead-based paint inspections and other testing, if necessary, on properties initially built prior to 1978, and re-issue lead-based paint disclosures to residents of such properties which have not been certified as lead-base paint free. In return, neither the Company nor its properties will be subject to any additional fines for inadequate disclosures prior to the

F-20

Company’s execution of the agreement. The cost of the settlement, inspections and remediations incurred to date had been reserved for at the time the Company acquired the NHP and Insignia portfolios. Any remaining costs are not expected to be material.

Operating Leases

The Company is obligated under office space and equipment non-cancelable operating leases. In addition, the Company subleases certain of its office space to tenants under non-cancelable subleases. Approximate minimum annual rentals under operating leases and approximate minimum payments to be received under annual subleases for the five years ending after December 31, 2001 are as follows (in thousands):


	Operating Lease		Sublease
	Payments		Receipts

2002	$	5,051	$	756
2003		4,046		661
2004		3,500		661
2005		1,941		468
2006		1,497		372

Total	$	16,035	$	2,918

Substantially all of the office space and equipment subject to the operating leases described above are for the use of its corporate offices and regional operating centers. Rent expense recognized totaled $4.5 million, $5.6 million and $5.8 million in 2001, 2000 and 1999, respectively, including amounts recognized in 2000 and 1999 by the unconsolidated subsidiaries. Sublease receipts for 2001, 2000 and 1999 were not material.

NOTE 13 — Mandatorily Redeemable Convertible Preferred Securities

In connection with the Insignia merger, the Company assumed the obligations under the Trust Based Convertible Preferred Securities with an aggregate liquidation amount of $149.5 million. The securities mature on September 30, 2016 and require distributions at the rate of 6.5% per annum, with quarterly distributions payable in arrears. The securities are convertible by the holders at any time through September 30, 2016 and may be redeemed by the Company on or after November 1, 1999. Each $50 of liquidation value of the securities can be converted into Class A Common Stock at a conversion price of $49.61, which equates to 1.007 shares of Class A Common Stock. In 2001 and 2000, the holders of the securities converted a total of $11.7 million and $117.2 million, respectively, of the $149.5 million of the securities into approximately 238,000 and 2,363,000 shares of Class A Common Stock.

F-21

NOTE 14 — Transactions Involving Minority Interest in AIMCO Operating Partnership

The Company completed tender offers for limited partnership interests and acquisitions of individual properties resulting in the issuance of approximately 912,000 and 2,189,000 Common OP Units in 2001 and 2000, respectively. Of the 2,189,000 Common OP Units issued in 2000, approximately 1,382,000 were issued in connection with the acquisition of interests in Oxford properties. The Company also issued Preferred OP Units to acquire individual properties and limited partnership interests.

As of December 31, 2001 and 2000, the following amounts of Preferred OP Units that are convertible either to Class A Common Stock or Common OP Units were outstanding (in thousands):


	2001		2000

Class One Partnership Preferred Units, redeemable to Class A Common Stock in one year from issuance, holder to receive dividends at 8% ($8.00 per annum per unit)		90		90
Class Two Partnership Preferred Units, redeemable to Class A Common Stock in one year from issuance, holders to receive dividends at 8% ($2.00 per annum per unit)		78		80
Class Three Partnership Preferred Units, redeemable to Class A Common Stock in one year from issuance, holders to receive dividends at 9.5% ($2.375 per annum per unit)		1,536		1,682
Class Four Partnership Preferred Units, redeemable to Class A Common Stock in one year from issuance, holders to receive dividends at 8% ($2.00 per annum per unit)		757		759
Class Five Partnership Preferred Units, redeemable in cash at anytime at the option of the AIMCO Operating Partnership, holder to receive dividends equal to the per unit distribution on the Common OP Units ($3.12 per unit for 2001 and $2.80 per unit for 2000)		69		69
Class Six Partnership Preferred Units, redeemable to Class A Common Stock in one year from issuance, holder to receive dividends at 8.5% ($2.125 per annum per unit)		808		859
Class Seven Partnership Preferred Units, redeemable to Class A Common Stock in one year from issuance, holder to receive dividends at 9.5% ($2.375 per annum per unit)		30		30
Class Eight Partnership Preferred Units, redeemable to Class A Common Stock at any time at the option of the AIMCO Operating Partnership, holder to receive dividends equal to the per unit distribution on the Common OP Units ($3.12 per unit for 2001 and $2.80 per unit for 2000)		6		6
Class Nine Partnership Preferred Units, convertible into Common OP Units in one year from the date of issuance (subject to certain conditions), holder to receive dividends at 9% ($2.25 per annum per unit)		1,239		—

Total		4,613		3,575

In addition to the above units, in January 2001 there were 2,379,084 Class I High Performance Partnership Units issued (see Note 20).

NOTE 15 — Registration Statements

On November 7, 2001, AIMCO and the AIMCO Operating Partnership filed a shelf registration statement with the Securities Exchange Commission (“SEC”) with respect to an aggregate of $822 million of debt and equity securities of AIMCO and $500 million of debt securities of the AIMCO Operating Partnership, all of which was carried forward from AIMCO’s 1998 shelf registration statement. The registration statement was declared effective by the SEC on November 9, 2001. As of December 31, 2001, the Company had $822 million available and the AIMCO Operating Partnership had $500 million available from this registration statement. The Company expects to finance pending acquisitions of real estate interests with the issuance of equity and debt securities under the shelf registration statement or short-term borrowings.

F-22

NOTE 16 — Stockholders’ Equity

Preferred Stock

At December 31, 2001 and 2000, the Company had the following classes of preferred stock outstanding (in thousands):


		2001		2000

Perpetual:
Class C Cumulative Preferred Stock, $.01 par value, 2,400,000 shares authorized, 2,400,000 and 2,400,000 shares issued and outstanding, dividends payable at 9.0%, per annum		$	59,845	$	59,845
Class D Cumulative Preferred Stock, $.01 par value, 4,200,000 shares authorized, 4,200,000 and 4,200,000 shares issued and outstanding, dividends payable at 8.75%, per annum			105,000		105,000
Class G Cumulative Preferred Stock, $.01 par value, 4,050,000 shares authorized, 4,050,000 and 4,050,000 shares issued and outstanding, dividends payable at 9.375%, per annum			101,000		101,000
Class H Cumulative Preferred Stock, $.01 par value, 2,000,000 shares authorized, 2,000,000 and 2,000,000 shares issued and outstanding, dividends payable at 9.5%, per annum			49,925		49,925
Class Q Cumulative Preferred Stock, $.01 par value, 2,530,000 shares authorized, 2,530,000 and no shares issued and outstanding, dividends payable at 10.10%, per annum			63,250		—
Class R Cumulative Preferred Stock, $.01 par value, 4,940,000 shares authorized, 4,940,000 and no shares issued and outstanding, dividends payable at 10.0%, per annum			123,500		—

			502,520		315,770

Convertible:
Class B Cumulative Convertible Preferred Stock, $.01 par value, 750,000 shares authorized, 419,471 and 419,471 shares issued and outstanding			41,947		41,947
	Class K Convertible Cumulative Preferred Stock, $.01 par value, 5,000,000 shares authorized, 5,000,000 and 5,000,000 shares issued and outstanding		125,000		125,000
Class L Convertible Cumulative Preferred Stock, $.01 par value, 5,000,000 shares authorized, 5,000,000 and 5,000,000 shares issued and outstanding			125,000		125,000
Class M Convertible Cumulative Preferred Stock, $.01 par value, 1,600,000 shares authorized, 1,200,000 and 1,200,000 shares issued and outstanding			30,000		30,000
Class N Convertible Cumulative Preferred Stock, $.01 par value, 4,000,000 shares authorized, 4,000,000 and 4,000,000 shares issued and outstanding			100,000		100,000
Class O Cumulative Convertible Preferred Stock, $.01 par value, 1,904,762 shares authorized, 1,904,762 and 1,904,762 shares issued and outstanding			100,000		100,000
Class P Convertible Cumulative Preferred Stock, $.01 par value, 4,000,000 shares authorized, 4,000,000 and no shares issued and outstanding			100,000		—

			621,947		521,947

Total		$	1,124,467	$	837,717

All classes of preferred stock are on equal parity and are senior to the Class A Common Stock. The holders of each class of preferred stock are generally not entitled to vote on matters submitted to stockholders. Dividends on all preferred stocks are subject to being declared by the Company’s Board of Directors.

Holders of the Class B Cumulative Convertible Preferred Stock (the “Class B Preferred Stock”) are entitled to receive, cash dividends in an amount per share equal to the greater of (i) $7.125 per year (equivalent to 7.125% of the liquidation preference) or (ii) the cash dividends declared on the number of shares of Class A Common Stock into which one share of

F-23

Class B Preferred Stock is convertible. Each share of Class B Preferred Stock is convertible, at the option of the holder, beginning August 1998, into 3.284 shares of Class A Common Stock, subject to certain anti-dilution adjustments. The initial conversion ratio was based upon the fair market value of the Class A Common Stock on the commitment date. In 2000, 330,529 shares of Class B Preferred Stock were converted into 1,085,480 shares of Class A Common Stock.

Holders of Class K Convertible Cumulative Preferred Stock (the “Class K Preferred Stock”), which was issued on February 18, 1999, are entitled to receive cash dividends in an amount per share equal to the greater of (i) $2.00 per year (equivalent to 8% of the liquidation preference), or (ii) the cash dividends payable on the number of shares of Class A Common Stock into which a share of Class K Preferred Stock is convertible. Beginning with the third anniversary of the date of original issuance, holders of Class K Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) $2.50 per year (equivalent to 10% of the liquidation preference), or (ii) the cash dividends payable on the number of Class A Common Stock into which a share of Class K Preferred is convertible. Each share of Class K Preferred Stock is convertible, at the option of the holder, into 0.5952 shares of Class A Common Stock, subject to certain anti-dilution adjustments. The initial conversion ratio was in excess of the fair market value of the Class A Common Stock on the commitment date. On and after February 20, 2002, shares of Class K Preferred Stock are subject to redemption at the Company’s option.

Holders of Class L Convertible Cumulative Preferred Stock (the “Class L Preferred Stock”), which was issued on May 28, 1999, are entitled to receive cash dividends in an amount per share equal to the greater of (i) $2.025 per year (equivalent to 8.1% of the liquidation preference), or (ii) the cash dividends payable on the number of shares of Class A Common Stock into which a share of Class L Preferred Stock is convertible. Beginning with the third anniversary of the date of original issuance, the holders of Class L Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) $2.50 per year (equivalent to 10% of the liquidation preference), or (ii) the cash dividends payable on the number of shares of Class A Common Stock into which a share of Class L Preferred Stock is convertible. Each share of Class L Preferred Stock is convertible, at the option of the holder, into 0.5379 shares of Class A Common Stock, subject to certain anti-dilution adjustments. The initial conversion ratio was in excess of the fair market value of the Class A Common Stock on the commitment date. On and after May 28, 2002, shares of Class L Preferred Stock are subject to redemption at the Company’s option.

Holders of Class M Convertible Cumulative Preferred Stock (the “Class M Preferred Stock”), which was issued on January 13, 2000, are entitled to receive, for the period beginning January 13, 2000 through and including January 13, 2003, cash dividends in an amount per share equal to the greater of (i) $2.125 per year (equivalent to 8.5% of the liquidation preference) or (ii) the cash dividends payable on the number of shares of Class A Common Stock into which a share of Class M Preferred Stock is convertible. Beginning with the third anniversary of the date of original issuance, the holder of Class M Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) $2.3125 per year (equivalent to 9.25% of the liquidation preference), or (ii) the cash dividends payable on the number of shares of Class A Common Stock into which a share of Class M Preferred Stock is convertible. Each share of Class M Preferred Stock is convertible, at the option of the holder, into 0.5682 shares of Class A Common Stock, subject to certain anti-dilution adjustments. The initial conversion ratio was in excess of the fair market value of the Class A Common Stock on the commitment date. On and after January 13, 2003, shares of Class M Preferred Stock are subject to redemption at the Company’s option.

Holders of Class N Convertible Cumulative Preferred Stock (the “Class N Preferred Stock”), which was issued on September 12, 2000 are entitled to receive cash dividends in an amount per share equal to the greater of (i) $2.25 per year (equivalent to 9% per annum of the liquidation preference), subject to increase in the event of a change in control of AIMCO or (ii) the cash dividends payable on the number of shares of Class A Common Stock into which a share of Class N Preferred Stock is convertible. Dividends are paid on the Class N Preferred Stock quarterly, and began on October 1, 2000. Each share of Class N Preferred Stock is convertible, at the option of the holder, into 0.4762 shares of Class A Common Stock, subject to certain anti-dilution adjustments. The initial conversion ratio was in excess of the fair market value of the Class A Common Stock on the commitment date. On and after September 12, 2003, shares of Class N Preferred Stock are subject to redemption at the Company’s option.

Holders of Class O Cumulative Convertible Preferred Stock (the “Class O Preferred Stock”), which was issued on September 15, 2000, are entitled to receive cash dividends in an amount per share equal to the greater of (i) $4.725 per year (equivalent to 9% per annum of the liquidation preference), subject to increase in the event of a change in control of AIMCO or (ii) the cash dividends payable on the number of shares of Class A Common Stock into which a share of Class O Preferred Stock is convertible. Dividends are paid on the Class O Preferred Stock quarterly, and began on October 1, 2000. Each share

F-24

of Class O Preferred Stock is convertible, at the option of the holder, into one share of Class A Common Stock, subject to certain anti-dilution adjustments. The initial conversion ratio was in excess of the fair market value of the Class A Common Stock on the commitment date. On and after September 15, 2003, shares of Class O Preferred Stock are subject to redemption at the Company’s option.

Holders of Class P Convertible Cumulative Preferred Stock (the “Class P Preferred Stock”), which was issued on March 26, 2001, are entitled to receive cash dividends in an amount per share equal to the greater of (i) $2.25 per year (equivalent to 9% of the liquidation preference) or (ii) the cash dividends payable on the number of shares of Common Stock into which a share of Class P Preferred Stock is convertible. Dividends are paid on the Class P Preferred Stock quarterly, and began on April 15, 2001. Each share of Class P Preferred Stock is convertible at the option of the holder into 0.4464 shares of Class A Common Stock, subject to certain anti-dilution adjustments. The initial conversion ratio was in excess of the fair market value of the Class A Common Stock on the commitment date. On and after March 26, 2004, shares of Class P Preferred Stock are subject to redemption at the Company’s option. The Company may also redeem shares of Class P Preferred Stock before this date, if the closing market price of the Class A Common Stock has equaled or exceeded $56 per share.

Holders of Class Q Cumulative Preferred Stock (the “Class Q Preferred Stock”), which was issued on March 19, 2001, are entitled to receive cash dividends in an amount per share equal to $2.525 per year (equivalent to 10.10% of the liquidation preference). Dividends are paid on the Class Q Preferred Stock quarterly, and began on June 15, 2001. On and after March 19, 2006, shares of Class Q Preferred Stock are subject to redemption at the Company’s option.

Holders of Class R Cumulative Preferred Stock (the “Class R Preferred Stock”), which was issued on July 20, 2001, are entitled to receive cash dividends in an amount per share equal to $2.50 per year (equivalent to 10% of the $25 liquidation preference). Dividends are paid on the Class R Preferred Stock quarterly, and began on September 15, 2001. On and after July 20, 2006, shares of Class R Preferred Stock are subject to redemption at the Company’s option.

In addition to the above listed preferred stocks, the following outstanding preferred stocks are subject to redemption at the Company’s option on or after the dates specified: Class C Cumulative Preferred Stock, December 23, 2002; Class D Cumulative Preferred Stock, February 19, 2003; Class G Cumulative Preferred Stock, July 15, 2008; and Class H Cumulative Preferred Stock, August 14, 2003.

The dividends paid on each class of preferred stock for the years ended December 31, 2001, 2000, and 1999 are as follows (in thousands, except per share data):


	2001					2000					1999

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

Perpetual:
Class C	$	2.25		$	5,400	$	2.25		$	5,400	$	2.25		$	5,400
Class D		2.19			9,188		2.19			9,188		2.19			9,188
Class G		2.34			9,492		2.34			9,492		2.34			9,492
Class H		2.38			4,750		2.38			4,750		2.38			4,750
Class Q		1.87	(5)		4,720		—			—		—			—
Class R		1.01	(5)		4,974		—			—		—			—

					38,524					28,830					28,830

Convertible:
Class B		10.25			4,297		9.20			7,137		8.21			6,158
Class J		—			—		—			—		3.16	(2)		3,956
Class K		2.00			10,000		2.00			10,000		1.50	(3)		7,500
Class L		2.03			10,125		2.03			10,125		1.01	(3)		5,063
Class M		2.13			2,550		1.59	(4)		1,913		—			—
Class N		2.25			9,000		0.12	(4)		475		—			—
Class O		4.73			9,000		0.24	(4)		450		—			—
Class P		1.25	(5)		5,000		—			—		—			—

					49,972					30,100					22,677

Total				$	88,496				$	58,930				$	51,507

F-25

(1)		Amounts per share are calculated based on the number of preferred shares outstanding at the end of each year.

(2)		For the period from January 1, 1999 to the date of conversion to Class A Common Stock.

(3)		For the period from the date of issuance to December 31, 1999.

(4)		For the period from the date of issuance to December 31, 2000.

(5)		For the period from the date of issuance to December 31, 2001.

Common Stock

During 2001 and 2000, the Company issued approximately 241,000 shares and 258,000 shares, respectively, of Class A Common Stock to certain executive officers (or entities controlled by them) at market prices. In exchange for the shares purchased, the executive officers (or entities controlled by them) executed notes payable totaling $10.7 million and $7.7 million, respectively. These notes, which are 25% recourse to the holder, have a 10 year maturity and generally bear interest at rates between 6.25% and 7.25% annually. Total payments on such notes from officers in 2001 and 2000 were $8.5 million and $15.1 million, respectively. In addition, in 2001 and 2000, the Company issued approximately 172,000 and 42,000 restricted shares of Class A Common Stock, respectively, to certain executive officers. The restricted stock was issued at the fair market value of the Class A Common Stock on the date of issuance. The restricted stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture within the vesting periods of 3 to 5 years.

During 2001 and 2000, the Company repurchased and retired approximately 772,000 and 69,000 shares of Class A Common Stock at an average price of $43.15 and $37.39 per share, respectively.

NOTE 17 — Stock Option Plans and Stock Warrants

The Company has adopted the 1994 Stock Option Plan of Apartment Investment and Management Company (the “1994 Plan”), the Apartment Investment and Management Company 1996 Stock Award and Incentive Plan (the “1996 Plan”), the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (the “1997 Plan”) and the Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (the “Non-Qualified Plan”) to attract and retain officers, key employees and independent directors. The 1994 Plan provides for the granting of a maximum of 150,000 options to purchase common shares. The 1996 Plan provides for the granting of a maximum of 500,000 options to purchase common shares. The 1997 Plan provides for the granting of a maximum of 20,000,000 options to purchase common shares. The Non-Qualified Plan provides for the granting of a maximum of 500,000 options to purchase common shares and allows for the granting of non-qualified stock options. The 1994 Plan, the 1996 Plan and the 1997 Plan allow for the grant of incentive and non-qualified stock options, and together with the Non-Qualified Plan, are administered by the Compensation Committee of the Board of Directors. The 1994 Plan also provides for a formula grant of the non-qualified stock options to the independent directors to be administered by the Board of Directors to the extent necessary. The exercise price of the options granted may not be less than the fair market value of the common stock at the date of grant. The term of the incentive and non-qualified options is ten years from the date of grant. The options vest over a one to five-year period from the date of grant. Terms may be modified at the discretion of the Compensation Committee of the Board of Directors.

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

F-26

Pro forma information regarding net income and earnings per share is required by SFAS 123, which also requires that the information be determined as if the Company had accounted for its employee stock options and warrants granted subsequent to December 31, 1994 under the fair value method. The fair value for these options and warrants was estimated at the date of grant using a Black-Scholes valuation model with the following assumptions:


	2001			2000			1999

Risk free interest rates		4.4	%		6.1	%		5.0	%
Expected dividend yield		6.9	%		6.8	%		6.6	%
Volatility factor of the expected market price of the Company’s common stock		0.193			0.192			0.183
Weighted average expected life of options	4.5 years			4.5 years			4.5 years

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

For purposes of pro forma disclosures, the estimated fair values of the options are amortized over the options’ vesting period. The Company’s pro forma information for the years ended December 31, 2001, 2000 and 1999 is as follows (in thousands, except per share data):


	2001		2000		1999

Pro forma net income attributable to common stockholders	$	13,780	$	31,396	$	17,606
Pro forma basic earnings per common share	$	0.19	$	0.46	$	0.28
Pro forma diluted earnings per common share	$	0.19	$	0.45	$	0.28

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

The following table summarizes the option and warrants activity for the years ended December 31, 2001, 2000 and 1999:


	2001					2000					1999

				Weighted					Weighted					Weighted
	Options			Average		Options			Average		Options			Average
	And			Exercise		And			Exercise		And			Exercise
	Warrants			Price		Warrants			Price		Warrants			Price

Outstanding at beginning of year		8,235,000		$	37.80		8,660,000		$	37.78		8,325,000		$	36.38
Granted		1,126,000			47.18		219,000			39.89		1,000,000			37.14
Exercised		(547,000	)		34.94		(594,000	)		17.31		(490,000	)		13.78
Forfeited		(491,000	)		38.34		(50,000	)		37.02		(175,000	)		34.68

Outstanding at end of year		8,323,000		$	38.71		8,235,000		$	37.80		8,660,000		$	37.78
Exercisable at end of year		3,925,000		$	37.31		3,942,000		$	37.54		1,643,000		$	37.55
Weighted-average fair value of options and warrants granted during the year				$	3.92				$	4.65				$	3.41

At December 31, 2001, exercise prices for outstanding and exercisable options range from $17.13 to $43.85, and for warrants range from $36.00 to $41.00. The remaining weighted-average contractual life of the options is six years.

On December 14, 1998, the Company sold, in a private placement, 1.4 million Class B partnership preferred units (the “Class B Preferred OP Units”) of a subsidiary of the AIMCO Operating Partnership for $30.85 million. As a part of the transaction, the Company also sold a warrant to purchase 875,000 shares of Class A Common Stock for $4.15 million. On January 14, 2002, AIMCO redeemed the Class B Preferred OP Units, paid accrued dividends and settled the warrant for a total of 447,991 shares of Class A Common Stock and 444,247 Common OP Units.

F-27

On December 2, 1997, AIMCO issued warrants (the “Oxford Warrants”) exercisable to purchase up to an aggregate of 500,000 shares of Class A Common Stock at $41 per share. The Oxford Warrants were issued to affiliates of Oxford Realty Financial Group, Inc., a Maryland corporation (“Oxford”), in connection with the amendment of certain agreements pursuant to which the Company manages properties formerly controlled by Oxford or its affiliates. The Oxford Warrants were amended in connection with the acquisition of the Oxford entities in September 2000, are currently exercisable and terminate on December 31, 2006.

NOTE 18 — Earnings per Share

The following table illustrates the calculation of basic and diluted earnings per share for the years ended December 31, 2001, 2000 and 1999 (in thousands, except per share data):


			2001			2000			1999

Numerator:
Net income			$	107,352		$	99,178		$	77,527
Less: Net income attributable to preferred stockholders				(90,331	)		(63,183	)		(53,453	)

Numerator for basic and diluted earnings per share — net income attributable to common stockholders			$	17,021		$	35,995		$	24,074

Denominator:
Denominator for basic earnings per share — weighted average number of shares of common stock outstanding				72,458			67,572			62,242
Effect of dilutive securities:
Dilutive potential common shares				1,190			1,491			1,204

Denominator for diluted earnings per share				73,648			69,063			63,446

Basic earnings per common share:
	Operations		$	0.03		$	0.18		$	0.42
	Gain (loss) on disposition of real estate property			0.20			0.35			(0.03	)

		Total	$	0.23		$	0.53		$	0.39

Diluted earnings per common share:
	Operations		$	0.03		$	0.17		$	0.41
	Gain (loss) on disposition of real estate property			0.20			0.35			(0.03	)

		Total	$	0.23		$	0.52		$	0.38

The Class B Preferred Stock, the Class J Preferred Stock (1999), the Class K Preferred Stock, the Class L Preferred Stock, the Class M Preferred Stock, the Class N Preferred Stock, the Class O Preferred Stock and the Class P Preferred Stock are convertible into Class A Common Stock (see Note 16). The Class C Preferred Stock, the Class D Preferred Stock, the Class G Preferred Stock, the Class H Preferred Stock, the Class Q Preferred Stock and the Class R Preferred Stock are not convertible. All of the convertible preferred stock is anti-dilutive on an “as converted” basis, therefore, all of the dividends are deducted to arrive at the numerator and no additional shares are included in the denominator.

NOTE 19 — Recent Accounting Developments

In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 141, Business Combinations (“SFAS 141”) and Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). SFAS 141 requires the Company to reflect intangible assets apart from goodwill and supercedes previous guidance related to business combinations. The requirements of SFAS 141 are effective for any business combination accounted for by the purchase method that is completed after June 30, 2001. The Company does not anticipate that the adoption of SFAS 141 will have a material effect on its financial position or results of operations. SFAS 142 eliminates amortization of goodwill and indefinite lived intangible assets and requires the Company to perform impairment tests at least annually on all goodwill and other indefinite lived intangible assets. The requirements of SFAS 142 are effective for the Company beginning January 1, 2002. The Company anticipates that the adoption of the non-amortization provision of SFAS 142 will result in an increase of annual net income, net of minority interest, of $6.9 million ($0.09 per diluted share) per year.

F-28

In October 2001, FASB issued Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”). SFAS 144 establishes criteria beyond that previously specified in Statement of Financial Accounting Standard No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of (SFAS 121), to determine when a long-lived asset is classified as held for sale and it provides a single accounting model for the disposal of long-lived assets. SFAS 144 is effective for the Company beginning January 1, 2002. The Company anticipates that the adoption of SFAS 144 will cause the Company to report assets held for sale (as defined by SFAS 144) as discontinued operations. The results of discontinued operations, less applicable income taxes, will be a separate component of income on the income statement.

In July 2001, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 102, Selected Loan Loss Allowance Methodology and Documentation Issue (“SAB 102”). SAB 102 summarizes certain of the SEC’s views on the development, documentation, and application of a systematic methodology as required by Financial Reporting Release No. 28 for determining allowances for loan and lease losses in accordance with generally accepted accounting principles. The Company believes that it is in compliance with the guidelines set forth in SAB 102.

NOTE 20 — Dilutive Securities

In January 1998, the AIMCO Operating Partnership sold an aggregate of 15,000 Class I High Performance Partnership Units ("other 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 other units was determined on December 31, 2000 and the 15,000 other units converted to 2,379,084 other units in January 2001. The holders of these units will receive distributions and allocations of income and loss from the AIMCO Operating Partnership in the same amounts and at the same times as would holders of the same number of Common OP Units.

In June 2001, AIMCO shareholders approved the sale by the AIMCO Operating Partnership of an aggregate of 15,000 of its Class II, III, and IV High Performance Partnership Units (the “Class II Units”, “Class III Units” and “Class IV Units,” respectively, and, collectively the “High Performance Units”) to three limited liability companies comprised of a limited number of AIMCO employees for an aggregate offering price of $4.9 million.

The valuation period for the Class II Units ended on December 31, 2001, with no value added, and therefore the allocable investment made by the holders of $1.275 million was lost.

At December 31, 2001, the Company did not meet the required measurement benchmarks for Class III or Class IV Units, and therefore, the Company has not recorded any value to the High Performance Units in the consolidated financial statements as of December 31, 2001, and such High Performance Units have had no dilutive effect. The table below illustrates the calculation of the value of High Performance Units at December 31, 2001 (in thousands):

													Out-		Value
Class of High	Final	AIMCO		Morgan				Out-			Average		performance		of High
Performance	Valuation	Total		Stanley		Minimum		performance			Market		Shareholder		Performance	OP Unit	OP Unit
Unit	Date	Return(1)		REIT Index		Return		Return			Capitalization		Value Added(2)		Units (3)	Dilution	Dilution %

Class II	December 31, 2001	0.21	%	12.83	%	11.00	%	0.00	%	$	3,857,730	$	0	$	0	0	0.00	%
Class III	December 31, 2002	0.21	%	12.83	%	23.20	%	0.00	%	$	3,857,730	$	0	$	0	0	0.00	%
Class IV	December 31, 2003	0.21	%	12.83	%	36.80	%	0.00	%	$	3,857,730	$	0	$	0	0	0.00	%

(1)		Based on a $48.36 starting price, dividend reinvestment on the dividend payment date using the closing price for that date, and an ending price based on an average of the volume weighted average trading price for the 20 trading days immediately preceding the end of the period.

(2)		Outperformance Return multiplied by average market capitalization

(3)		Outperformance Shareholder Value Added multiplied by 5%

F-29

AIMCO has additional dilutive securities, which include options, warrants, convertible preferred securities and convertible debt securities. The following table represents the total amount of common shares that would be outstanding if all dilutive securities were converted or exercised (not all of which are included in the fully diluted share count) as of December 31, 2001:


Type of Security		As of December 31, 2001

Common Stock			74,498,582
Common OP Units and other units			11,382,378
Vested options and warrants			3,925,498
Convertible preferred stock			13,320,026
Convertible Preferred OP Units			3,711,755
Convertible debt securities			415,991

	Total		107,254,230

NOTE 21 — Transactions with Affiliates

The Company earns revenue from unconsolidated real estate partnerships in which the Company is the general partner and has a 25% average ownership interest. These revenues include property management services, partnership and asset management services, transactional services such as refinancing, construction supervisory and disposition services. Also, the Company is reimbursed for its costs in connection with the management of the unconsolidated real estate partnerships. Fees earned for these services for the years ended December 31, 2001, 2000 and 1999 were $37.7 million, $12.6 million and $14.2 million, respectively, and include fees earned by the previously unconsolidated subsidiaries in 2000 and 1999. There were $18 million of accounts receivable at December 31, 2001 relating to these fees.

The total accounts receivable, net of allowance for doubtful accounts, due from affiliates was $55.4 million at December 31, 2001.

NOTE 22 — Employee Benefit Plans

The Company offers medical, dental, life and short-term and long-term disability benefits to employees of the Company through insurance coverage of Company-sponsored plans. The medical and dental plans are self-funded and are administered by independent third parties. In addition, the Company also participates in a 401(k) defined-contribution employee savings plan. Employees who have completed six months of service are eligible to participate. The Company matches 50%-100% of the participant’s contributions to the plan up to a maximum of 6% of the participant’s prior year compensation. The Company match percentage is based on employee tenure. The expense incurred by the Company totaled approximately $2.8 million, $3.7 million and $2.6 million in 2001, 2000 and 1999, respectively.

F-30

NOTE 23 — Unaudited Summarized Consolidated Quarterly Information and Significant Adjustments

Summarized unaudited consolidated quarterly information for 2001 and 2000 is provided below (amounts in thousands, except per share amounts).


				Quarter (1)

Year Ended December 31, 2001	First			Second		Third		Fourth

Rental and other property revenues	$	322,234		$	323,770	$	323,801	$	327,959
Income from property operations		200,805			196,687		200,715		192,346
Management fees and other income primarily from affiliates		39,106			40,119		44,554		42,021
Income from investment management business		5,773			8,291		9,833		3,694
Income before minority interest in the AIMCO Operating Partnership		15,337			33,850		29,154		41,453
Net income		14,018			30,435		26,111		36,788
Basic earnings (loss) per common share	$	(0.07	)	$	0.11	$	0.02	$	0.16
Diluted earnings (loss) per common share	$	(0.07	)	$	0.11	$	0.02	$	0.16
Weighted average common shares outstanding		70,619			72,716		73,114		73,383
Weighted average common shares and common share equivalents outstanding		70,619			74,354		74,520		75,098


			Quarter (1)

Year Ended December 31, 2000	First		Second			Third		Fourth

Rental and other property revenues	$	224,320	$	258,064		$	271,079	$	297,537
Income from property operations		131,465		149,275			160,575		169,845
Management fees and other income primarily from affiliates		9,571		10,812			12,205		7,308
Income from investment management business		4,546		5,442			2,312		3,495
Income before minority interest in the AIMCO Operating Partnership		28,454		13,160			33,457		34,646
Net income		25,882		11,822			30,236		31,238
Basic earnings (loss) per common share	$	0.17	$	(0.04	)	$	0.22	$	0.18
Diluted earnings (loss) per common share	$	0.17	$	(0.04	)	$	0.21	$	0.18
Weighted average common shares outstanding		65,947		66,261			67,715		70,366
Weighted average common shares and common share equivalents outstanding		66,315		66,261			71,733		71,942

(1)

Certain reclassifications have been made to 2001 and 2000 quarterly amounts to conform to the full year 2001 presentation.

During the quarter ended December 31, 2001, the Company recorded the following adjustments affecting previous quarters. These adjustments, in total, did not have an overall material impact on net income for any one quarter.


	Income (Expense)
Adjustment	(in thousands)

Interest expense	$	10,598
Capitalized costs		4,629
Distributions to minority interest partners in excess of income		(9,207	)
Insurance claim losses		(4,016	)
Interest and other income		(3,400	)
Depreciation and amortization expense		(3,202	)
Health insurance		(1,950	)
Other		(1,282	)

Net expense		(7,830	)
Minority interest share		1,018

Impact on net income for the quarter ended December 31, 2001	$	(6,812	)

F-31

NOTE 24 — Industry Segments

AIMCO has two reportable segments: real estate and investment management business. The Company owns and operates multi-family apartment communities throughout the United States and Puerto Rico which generate rental and other property related income through the leasing of apartment units to a diverse base of tenants. The Company separately evaluates the performance of each of its apartment communities. However, because each of the apartment communities has similar economic characteristics, facilities, services and tenants, the apartment communities have been aggregated into a single apartment communities segment, or real estate segment. There are different components of the multi-family business for which management considers disclosure to be useful. All real estate revenues are from external customers and no revenues are generated from transactions with other segments. There were no tenants that contributed 10% or more of the Company’s total revenues during 2001, 2000, or 1999. The Company also manages apartment properties for third parties and affiliates through its investment management business segment. As disclosed, a significant portion of the revenues of the investment management business are from affiliates of the Company.

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

The following tables present the contribution (separated between consolidated and unconsolidated activity) to the Company’s Free Cash Flow for the years ended December 31, 2001, 2000 and 1999, from these segments, and a reconciliation of Free Cash Flow to funds from operations, funds from operations less a reserve for capital replacements, and net income (in thousands, except equivalent units (ownership effected and period weighted) and monthly rents):

F-32

FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2001, 2000 and 1999
(in thousands, except unit data)

					2001											2000

					Consolidated			Unconsolidated		Total			%			Consolidated			Unconsolidated		Total			%

Real Estate
	Conventional
		Average monthly rent greater than $1,000 per unit (equivalent units of 9,073, 4,835 and 2,293 for 2001, 2000 and 1999)			$	85,494		$	8,819	$	94,313			11.5	%	$	44,336		$	10,586	$	54,922			7.9	%
		Average monthly rent $900 to $1,000 per unit (equivalent units of 9,068, 4,832 and 2,292 for 2001, 2000 and 1999)				75,878			2,662		78,540			9.6	%		25,448			3,281		28,729			4.1	%
		Average monthly rent $800 to $900 per unit (equivalent units of 12,680, 6,851 and 4,423 for 2001, 2000 and 1999)				91,365			4,986		96,351			11.7	%		59,578			3,035		62,613			9.0	%
		Average monthly rent $700 to $800 per unit (equivalent units of 18,763, 10,608 and 9,310 for 2001, 2000 and 1999)				101,176			8,842		110,018			13.4	%		61,873			10,660		72,533			10.4	%
		Average monthly rent $600 to $700 per unit (equivalent units of 36,556, 30,422 and 16,494 for 2001, 2000 and 1999)				171,582			14,706		186,288			22.7	%		144,818			20,694		165,512			23.7	%
		Average monthly rent $500 to $600 per unit (equivalent units of 37,701, 40,529 and 29,492 for 2001, 2000 and 1999)				130,750			12,458		143,208			17.4	%		144,102			19,094		163,196			23.4	%
		Average monthly rent less than $500 per unit (equivalent units of 17,267, 21,455 and 29,387 for 2001, 2000 and 1999)				40,270			2,297		42,567			5.2	%		56,016			5,613		61,629			8.8	%

			Subtotal conventional real estate contribution to Free Cash Flow			696,515			54,770		751,285			91.5	%		536,171			72,963		609,134			87.3	%
	Affordable (equivalent units of 13,169, 14,179 and 9,809 for 2001, 2000 and 1999)					15,861			26,096		41,957			5.1	%		25,116			30,133		55,249			7.9	%
	College housing (average rent of $581, $662 and $663 per month for 2001, 2000 and 1999) (equivalent units of 3,021, 2,860 and 2,214 for 2001, 2000 and 1999)					12,134			393		12,527			1.5	%		12,777			997		13,774			2.0	%
	Other real estate					15,863			460		16,323			2.0	%		4,828			6,478		11,306			1.6	%
	Minority interest					(83,783	)		—		(83,783	)		(10.2	)%		(90,637	)		—		(90,637	)		(13.0	)%

			Total real estate contribution to Free Cash Flow			656,590	(1)		81,719		738,309			89.9	%		488,255	(1)		110,571		598,826			85.8	%
Investment Management Business
	Management contracts (property and asset management)
			Controlled properties			38,030			—		38,030			4.6	%		16,182			14,233		30,415			4.4	%
			Third party with terms in excess of one year			1,758			—		1,758			0.2	%		—			7,839		7,839			1.1	%
			Third party cancelable in 30 days			2,459			—		2,459			0.3	%		—			2,700		2,700			0.4	%
			Insurance claim losses			(5,643	)		—		(5,643	)		(0.7	)%		—			—		—			0.0	%

				Investment management business contribution to Free Cash Flow before fees		36,604			—		36,604			4.4	%		16,182			24,772		40,954			5.9	%
	Activity based fees					9,716			—		9,716			1.2	%		6,311			1,127		7,438			1.1	%

			Total investment management business contribution to Free Cash Flow			46,320	(2)		—		46,320			5.6	%		22,493	(2)		25,899		48,392			7.0	%
Interest income
	Transactional income					33,413			—		33,413			4.1	%		26,409			—		26,409			3.8	%
	General partner loan interest					25,995			—		25,995			3.2	%		23,205			2,442		25,647			3.7	%
	Money market and interest bearing accounts					9,185			—		9,185			1.1	%		16,627			—		16,627			2.4	%

			Total interest income contribution to Free Cash Flow			68,593			—		68,593			8.4	%		66,241			2,442		68,683			9.9	%
General and Administrative Expenses						(18,530	)		—		(18,530	)		(2.3	)%		(18,123	)		—		(18,123	)		(2.7	)%
Consulting fees — business process improvement						(6,400	)		—		(6,400	)		(0.8	)%		—			—		—			0.0	%
Provision for losses on accounts, fees and notes receivable						(6,646	)		—		(6,646	)		(0.8	)%		—			—		—			0.0	%

Free Cash Flow (FCF) (4)						739,927			81,719		821,646			100	%		558,866			138,912		697,778			100	%

F-33

FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2001, 2000 and 1999
(in thousands, except unit data)


					1999

					Consolidated			Unconsolidated		Total			%

Real Estate
	Conventional
		Average monthly rent greater than $1,000 per unit (equivalent units of 9,073, 4,835 and 2,293 for 2001, 2000 and 1999)			$	21,406		$	6,499	$	27,905			5.4	%
		Average monthly rent $900 to $1,000 per unit (equivalent units of 9,068, 4,832 and 2,292 for 2001, 2000 and 1999)				12,286			2,014		14,300			2.7	%
		Average monthly rent $800 to $900 per unit (equivalent units of 12,680, 6,851 and 4,423 for 2001, 2000 and 1999)				32,108			7,159		39,267			7.5	%
		Average monthly rent $700 to $800 per unit (equivalent units of 18,763, 10,608 and 9,310 for 2001, 2000 and 1999)				38,255			21,332		59,587			11.4	%
		Average monthly rent $600 to $700 per unit (equivalent units of 36,556, 30,422 and 16,494 for 2001, 2000 and 1999)				61,678			27,615		89,293			17.2	%
		Average monthly rent $500 to $600 per unit (equivalent units of 37,701, 40,529 and 29,492 for 2001, 2000 and 1999)				82,383			32,336		114,719			22.0	%
		Average monthly rent less than $500 per unit (equivalent units of 17,267, 21,455 and 29,387 for 2001, 2000 and 1999)				38,311			20,037		58,348			11.2	%

			Subtotal conventional real estate contribution to Free Cash Flow			286,427			116,992		403,419			77.4	%
	Affordable (equivalent units of 13,169, 14,179 and 9,809 for 2001, 2000 and 1999)					5,131			31,964		37,095			7.1	%
	College housing (average rent of $581, $662 and $663 per month for 2001, 2000 and (equivalent units of 3,021, 2,860 and 2,214 for 2001, 2000 and 1999)					3,633			4,553		8,186			1.6	%
	Other real estate					3,844			5,392		9,236			1.8	%
	Minority interest					(22,212	)		—		(22,212	)		(4.3	)%

			Total real estate contribution to Free Cash Flow			276,823	(1)		158,901		435,724			83.6	%
Investment Management Business
	Management contracts (property and asset management)
			Controlled properties			20,127			7,411		27,538			5.3	%
			Third party with terms in excess of one year			—			10,281		10,281			2.0	%
			Third party cancelable in 30 days			—			908		908			0.2	%
			Insurance claim losses			—			—		—			0.0	%

				Investment management business contribution to Free Cash Flow before fees		20,127			18,600		38,727			7.5	%
	Activity based fees					3,353			1,132		4,485			0.9	%

			Total investment management business contribution to Free Cash Flow			23,480	(2)		19,732		43,212			8.4	%
Interest income
	Transactional income					32,460			—		32,460			6.2	%
	General partner loan interest					12,243			—		12,243			2.4	%
	Money market and interest bearing accounts					10,617			1,568		12,185			2.3	%

			Total interest income contribution to Free Cash Flow			55,320			1,568		56,888			10.9	%
General and Administrative Expenses						(15,248	)		—		(15,248	)		(2.9	)%
Consulting fees — business process improvement						—			—		—			0.0	%
Provision for losses on accounts, fees and notes receivable						—			—		—			0.0	%

Free Cash Flow (FCF) (4)						340,375			180,201		520,576			100	%

F-34

FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2001, 2000 and 1999
(in thousands, except unit data)

			2001									2000

			Consolidated			Unconsolidated			Total			Consolidated			Unconsolidated			Total

Free Cash Flow (FCF) (4)				739,927			81,719			821,646			558,866			138,912			697,778
Interest expense:
	Secured debt
		Long-term, fixed rate		(273,668	)		(45,881	)		(319,549	)		(227,103	)		(49,357	)		(276,460	)
		Long-term, variable rate (principally tax-exempt)		(25,114	)		(4,458	)		(29,572	)		(952	)		(13,381	)		(14,333	)
		Short-term		(10,786	)		(62	)		(10,848	)		(10,384	)		(1,697	)		(12,081	)
	Lines of credit and other unsecured debt			(20,366	)		(2	)		(20,368	)		(31,796	)		(2,698	)		(34,494	)
	Interest expense on mandatorily redeemable convertible preferred securities			(1,568	)		—			(1,568	)		(8,869	)		—			(8,869	)
	Interest capitalized			15,642			621			16,263			9,278			1,165			10,443

		Total interest expense before minority interest		(315,860	)		(49,782	)		(365,642	)		(269,826	)		(65,968	)		(335,794	)
	Minority interest share of interest expense			47,006			—			47,006			57,445			—			57,445

		Total interest expense after minority interest		(268,854	)		(49,782	)		(318,636	)		(212,381	)		(65,968	)		(278,349	)
Distributions on preferred OP units				(9,803	)		—			(9,803	)		(7,020	)		—			(7,020	)
Dividends on preferred securities owned by minority interest				(2,712	)		—			(2,712	)		(2,718	)		—			(2,718	)
Dividends on preferred stock				(90,331	)		—			(90,331	)		(63,183	)		—			(63,183	)

	Total dividends/distributions on preferred securities			(102,846	)		—			(102,846	)		(72,921	)		—			(72,921	)
Non-structural depreciation, net of capital replacements				(3,477	)		(346	)		(3,823	)		(20,839	)		(1,885	)		(22,724	)
Amortization of intangibles				(18,729	)		—			(18,729	)		(6,698	)		(5,370	)		(12,068	)
Gain (loss) on disposition of real estate property				17,394			—			17,394			26,335			—			26,335
Deferred income tax benefit				—			—			—			—			(154	)		(154	)

	Earnings Before Structural Depreciation (EBSD) (4)			363,415			31,591			395,006			272,362			65,535			337,897
Structural depreciation, net of minority interest in other entities				(279,392	)		(48,253	)		(327,645	)		(213,801	)		(60,207	)		(274,008	)
Distributions to minority interest partners in excess of income				(47,701	)		—			(47,701	)		(24,375	)		—			(24,375	)

	Net income (loss) attributable to common OP unitholders and stockholders			36,322			(16,662	)(3)		19,660			34,186			5,328	(3)		39,514
(Gain) loss on disposition of real estate property				(17,394	)		—			(17,394	)		(26,335	)		—			(26,335	)
Gain on disposition of land				3,843			—			3,843			—			—			—
Income tax arising from disposition of real estate property				3,202			—			3,202			—			—			—
Structural depreciation, net of minority interest in other entities				279,392			48,253			327,645			213,801			60,207			274,008
Distributions to minority interest partners in excess of income				47,701			—			47,701			24,375			—			24,375
Non-structural depreciation, net of minority interest in other entities				53,658			9,253			62,911			53,113			9,981			63,094
Amortization of intangibles				18,729			—			18,729			6,698			5,370			12,068
Deferred income tax benefit				—			—			—			—			154			154

	Funds From Operations (FFO) (4)			425,453			40,844			466,297			305,838			81,040			386,878
Capital replacement reserve				(50,180	)		(8,907	)		(59,087	)		(32,268	)		(8,099	)		(40,367	)

	Adjusted Funds From Operations (AFFO) (4)		$	375,273		$	31,937		$	407,210		$	273,570		$	72,941		$	346,511


						Earnings						Earnings
		Earnings		Shares		Per Share		Earnings		Shares		Per Share

EBSD
	Basic	$	395,006		83,770			$	337,897		75,183
	Diluted		460,960		102,147				390,848		91,506
Net Income
	Basic		19,660		83,770	$	0.23		39,514		75,183	$	0.53
	Diluted		19,660		84,960	$	0.23		39,514		76,198	$	0.52
FFO
	Basic		466,297		83,770				386,878		75,183
	Diluted		532,251		102,147				439,830		91,506
AFFO
	Basic		407,210		83,770				346,511		75,183
	Diluted		473,164		102,147				399,463		91,506

F-35

FREE CASH FLOW FROM BUSINESS COMPONENTS
For the Years Ended December 31, 2001, 2000 and 1999
(in thousands, except unit data)


			1999

			Consolidated			Unconsolidated			Total

Free Cash Flow (FCF) (4)				340,375			180,201			520,576
Interest expense:
	Secured debt
		Long-term, fixed rate		(107,368	)		(64,856	)		(172,224	)
		Long-term, variable rate (principally tax-exempt)		(1,314	)		(2,008	)		(3,322	)
		Short-term		(14,906	)		(2,846	)		(17,752	)
	Lines of credit and other unsecured debt			(13,378	)		(384	)		(13,762	)
	Interest expense on mandatorily redeemable convertible preferred securities			(9,716	)		—			(9,716	)
	Interest capitalized			6,588			93			6,681

		Total interest expense before minority interest		(140,094	)		(70,001	)		(210,095	)
	Minority interest share of interest expense			11,248			—			11,248

		Total interest expense after minority interest		(128,846	)		(70,001	)		(198,847	)
Distributions on preferred OP units				(727	)		—			(727	)
Dividends on preferred securities owned by minority interest				(2,711	)		—			(2,711	)
Dividends on preferred stock				(53,453	)		—			(53,453	)

	Total dividends/distributions on preferred securities			(56,891	)		—			(56,891	)
Non-structural depreciation, net of capital replacements				(36	)		(7,481	)		(7,517	)
Amortization of intangibles				(14,297	)		(22,434	)		(36,731	)
Gain (loss) on disposition of real estate property				(1,785	)		—			(1,785	)
Deferred income tax benefit				—			(1,763	)		(1,763	)

		Earnings Before Structural Depreciation (EBSD) (4)		138,520			78,522			217,042
Structural depreciation, net of minority interest in other entities				(102,219	)		(88,002	)		(190,221	)
Distributions to minority interest partners in excess of income				—			—			—

		Net income (loss) attributable to common OP unitholders and stockholders		36,301			(9,480	)(3)		26,821
(Gain) loss on disposition of real estate property				1,785			—			1,785
Gain on disposition of land				—			—			—
Income tax arising from disposition of real estate property				—			—			—
Structural depreciation, net of minority interest in other entities				102,219			88,002			190,221
Distributions to minority interest partners in excess of income				—			—			—
Non-structural depreciation, net of minority interest in other entities				19,470			16,762			36,232
Amortization of intangibles				14,297			22,434			36,731
Deferred income tax benefit				—			1,763			1,763

	Funds From Operations (FFO) (4)			174,072			119,481			293,553
Capital replacement reserve				(19,434	)		(9,281	)		(28,715	)

	Adjusted Funds From Operations (AFFO) (4)		$	154,638		$	110,200		$	264,838


						Earnings
		Earnings		Shares		Per Share

EBSD
	Basic	$	217,042		69,118
	Diluted		244,848		78,673
Net Income
	Basic		26,821		69,118	$	0.39
	Diluted		26,821		69,704	$	0.38
FFO
	Basic		293,553		69,118
	Diluted		321,359		78,673
AFFO
	Basic		264,838		69,118
	Diluted		292,644		78,673

F-36

(1)

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


		2001		2000		1999

Consolidated real estate contribution to Free Cash Flow		$	656,590	$	488,255	$	276,823
Plus: Minority interest			83,783		90,637		22,212
Plus: Capital replacements			50,180		32,268		19,434
Plus: Property operating expenses			498,426		426,177		213,798
Plus: Owned property management expenses			8,785		13,663		1,650

	Rental and other property revenues	$	1,297,764	$	1,051,000	$	533,917

(2)

Reconciliation of total investment management business contribution to Free Cash Flow to consolidated management fees and other income primarily from affiliates (in thousands):


		2001		2000		1999

Consolidated investment management business contribution to Free Cash Flow		$	46,320	$	22,493	$	23,480
Plus: Management and other expenses			119,480		17,403		14,897

	Management fees and other income primarily from affiliates	$	165,800	$	39,896	$	38,377

(3)

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


		2001			2000			1999

Equity in losses of unconsolidated subsidiaries		$	—		$	(2,290	)	$	(5,013	)
Equity in earnings (losses) of unconsolidated real estate partnerships			(16,662	)		7,618			(4,467	)

	Unconsolidated net income attributable to Common OP Units and stockholders	$	(16,662	)	$	5,328		$	(9,480	)

(4)

Free Cash Flow, Earnings Before Structural Depreciation, Funds From Operations, and Adjusted Funds From Operations are measurement standards used by the Company’s management. These should not be considered alternatives to net income or net cash flow from operating activities, as determined in accordance with GAAP, as an indication of the Company’s performance or as a measure of liquidity.

	•		“Free Cash Flow” is defined by the Company as net operating income minus the capital replacement spending required to maintain the related assets. It measures profitability prior to the cost of capital.

	•		“Earnings Before Structural Depreciation” (“EBSD”) is defined by the Company as net income, determined in accordance with GAAP, plus “structural depreciation”, i.e., depreciation of buildings and land improvements whose useful lives exceed 20 years.

	•		“Funds From Operations” (“FFO”) is defined by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) as net income (loss), computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains and losses from extraordinary items and sales of depreciable real estate property, net of related income taxes, plus real estate related depreciation and amortization (excluding amortization of financing costs), including depreciation for unconsolidated partnerships and joint ventures. The Company calculates FFO based on the NAREIT definition, as further adjusted for minority interest in the AIMCO Operating Partnership, plus amortization of intangibles, plus distributions to minority interest partners in excess of income and less dividends on preferred stock. The Company calculates FFO (diluted) by adding back the interest expense and preferred dividends relating to convertible securities whose conversion is dilutive to FFO. There can be no assurance that the Company’s basis for computing FFO is comparable with that of other real estate investment trusts.

	•		“Adjusted Funds From Operations” (“AFFO”) is defined by the Company as FFO less capital replacement spending equal to $367 per apartment unit in 2001 and $300 per apartment unit in 2000 and 1999.

F-37

Reconciliation of FCF, EBSD, FFO and AFFO to Net income (in thousands):


	For the Year Ended December 31, 2001

	FCF			EBSD			FFO			AFFO

Amount per Free Cash Flow schedule above	$	821,646		$	395,006		$	466,297		$	407,210
Total interest expense after minority interest		(318,636	)		—			—			—
Dividends on preferred securities owned by minority interest		(2,711	)		—			—			—
Dividends on Preferred OP Units		—			9,803			9,803			9,803
Dividends on preferred stock		—			90,331			90,331			90,331
Structural depreciation, net of minority interest		(327,645	)		(327,645	)		(327,645	)		(327,645	)
Non-structural depreciation, net of minority interest		(62,911	)		—			(62,911	)		(62,911	)
Distributions to minority interest partners in excess of income		(47,701	)		(47,701	)		(47,701	)		(47,701	)
Capital replacements reserve		59,087			—			—			59,087
Amortization of intangible assets		(18,729	)		—			(18,729	)		(18,729	)
Gain on disposition of real estate property		17,394			—			17,394			17,394
Gain on disposition of land		—			—			(3,843	)		(3,843	)
Income tax arising from disposition of real estate property		—			—			(3,202	)		(3,202	)
Minority interest in the AIMCO Operating Partnership		(12,442	)		(12,442	)		(12,442	)		(12,442	)

Net income	$	107,352		$	107,352		$	107,352		$	107,352


	For the Year Ended December 31, 2000

	FCF			EBSD			FFO			AFFO

Amount per Free Cash Flow schedule above	$	697,778		$	337,897		$	386,878		$	346,511
Total interest expense after minority interest		(278,349	)		—			—			—
Dividends on preferred securities owned by minority interest		(2,715	)		—			—			—
Dividends on Preferred OP Units		—			7,020			7,020			7,020
Dividends on preferred stock		—			63,183			63,183			63,183
Structural depreciation, net of minority interest		(274,008	)		(274,008	)		(274,008	)		(274,008	)
Non-structural depreciation, net of minority interest		(63,094	)		—			(63,094	)		(63,094	)
Distributions to minority interest partners in excess of income		(24,375	)		(24,375	)		(24,375	)		(24,375	)
Capital replacements reserve		40,367			—			—			40,367
Amortization of intangible assets		(12,068	)		—			(12,068	)		(12,068	)
Gain on disposition of real estate property		26,335			—			26,335			26,335
Deferred income tax benefit		(154	)		—			(154	)		(154	)
Minority interest in the AIMCO Operating Partnership		(10,539	)		(10,539	)		(10,539	)		(10,539	)

Net income	$	99,178		$	99,178		$	99,178		$	99,178


	For the Year Ended December 31, 1999

	FCF			EBSD			FFO			AFFO

Amount per Free Cash Flow schedule above	$	520,576		$	217,042		$	293,553		$	264,838
Total interest expense after minority interest		(198,847	)		—			—			—
Dividends on preferred securities owned by minority interest		—			2,711			2,711			2,711
Dividends on Preferred OP Units		—			727			727			727
Dividends on preferred stock		—			53,453			53,453			53,453
Structural depreciation, net of minority interest		(190,221	)		(190,221	)		(190,221	)		(190,221	)
Non-structural depreciation, net of minority interest		(36,232	)		—			(36,232	)		(36,232	)
Capital replacements reserve		28,715			—			—			28,715
Amortization of intangible assets		(36,731	)		—			(36,731	)		(36,731	)
Gain (loss) on disposition of real estate property		(1,785	)		—			(1,785	)		(1,785	)
Deferred income tax benefit		(1,763	)		—			(1,763	)		(1,763	)
Minority interest in the AIMCO Operating Partnership		(6,185	)		(6,185	)		(6,185	)		(6,185	)

Net income	$	77,527		$	77,527		$	77,527		$	77,527

F-38


ASSETS (in thousands):

		December 31, 2001		December 31, 2000		December 31, 1999

Total assets for reportable segments (1)		$	7,948,628	$	7,300,226	$	5,400,675
Corporate and other assets			373,908		399,648		284,276

	Total consolidated assets	$	8,322,536	$	7,699,874	$	5,684,951

(1)

Assets associated with the investment management business are immaterial, and are therefore included in total assets for reportable segments.

NOTE 25 — Income Taxes

As discussed in Note 6, prior to January 1, 2001, the taxable REIT subsidiaries were not consolidated and therefore the associated income tax expense and related liabilities were included in the equity in earnings (losses) of unconsolidated subsidiaries and investment in unconsolidated subsidiaries, respectively.

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 the Company’s deferred tax liabilities and assets are as follows (in thousands):


		December 31, 2001			December 31, 2000

Deferred tax liabilities:
	Partnership differences	$	69,036		$	69,417
	Section 197 intangibles		—			—
	Bad debt reserves		1,526			3,958
	Other		—			1,435
	Depreciation of fixed assets		9,165			7,563

Total deferred tax liabilities		$	79,727		$	82,373

Deferred tax assets:
	Net operating and capital loss carryforward	$	34,813		$	35,775
	Receivables		6,264			6,144
	Accrued expenses		3,500			4,095
	Compensation and benefits		78			999
	Section 197 intangibles		2,865			3,234
	Accrued liabilities		8,080			7,925
	Accrued interest expense		2,941			—
	AMT credits		1,231			1,231
	Other		23			—

Total deferred tax assets			59,795			59,403
Valuation allowance for deferred tax assets			(16,416	)		(16,697	)

Deferred tax assets, net of valuation allowance			43,379			42,706

Net deferred tax (liabilities) assets		$	(36,348	)	$	(39,667	)

F-39

Significant components of the provision (benefit) for income taxes are as follows and classified with management and other expenses in the Company’s statement of income for 2001 (in thousands):


		Year Ended			Year Ended		Year Ended
		December 31, 2001			December 31, 2000		December 31, 1999

Current:
	Federal	$	1,177		$	963	$	—
	State		135			—		—

Total current			1,312			963		—

Deferred:
	Federal		(2,978	)		372		829
	State		(341	)		44		98

Total deferred			(3,319	)		416		927

		$	(2,007	)	$	1,379	$	927

Consolidated income (loss) subject to tax is $(4,851,000) for 2001, $4,694,000 for 2000 and $2,254,000 for 1999. The reconciliation of income tax attributable to continuing operations computed at the U.S. statutory rate to income tax expense (benefit) is shown below (dollars in thousands):


	Year Ended						Year Ended						Year Ended
	December 31, 2001						December 31, 2000						December 31, 1999

	Amount			Percent			Amount			Percent			Amount		Percent

Tax at U.S. statutory rates on consolidated income (loss) subject to tax	$	(1,699	)		35.0	%	$	1,643			35.0	%	$	766		34.0	%
State income tax, net of Federal tax benefit		(206	)		4.2	%		275			5.9	%		98		2.8	%
Effect of permanent differences		(276	)		5.7	%		117			2.5	%		63		4.3	%
Increase (decrease) valuation allowance		174			(3.5	%)		(656	)		(14.0	%)		—		—

	$	(2,007	)		41.4	%	$	1,379			29.4	%	$	927		41.1	%

Income taxes paid totaled $819,000, $117,000 and $0 in the years ended December 31, 2001, 2000 and 1999, respectively.

At December 31, 2001, the Company had net operating loss carryforwards (NOLs) of approximately $89.3 million for income tax purposes that expire in years 2010 to 2021. Subject to some limitations, the NOL carryover may be used to offset all or a portion of taxable income generated by the taxable REIT subsidiaries.

NOTE 26 — Transfers of Financial Assets

The Company sold certain tax-exempt bond receivables acquired in connection with its acquisition of OTEF (see Note 4) to an unrelated third party at a discount to their face amount and retained a residual interest in the sold bonds. The fair value of the Company’s retained residual interests is based on the future cash flows from the bonds. Gain or loss on sale of the tax-exempt bonds depends in part on the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the retained residual interests based on their relative fair value at the date of transfer. To obtain fair values, quoted market prices are used if available. However, quotes are generally not available for retained residual interests, so the Company generally estimates fair value of the retained residual interests based on the present value of future expected cash flows of the bonds, which are derived from the underlying properties’ operations. The fair value of both the retained residual interests and the bonds, based on the underlying properties that secure the bonds, are estimated using managements’ best estimates of the key assumptions — capitalization rates and discount rates commensurate with the risks involved. The total fair value of the retained residual interests does not exceed the face amount of the bonds, less the sales price of the bonds, including any cash gains recognized upon the sale of the bonds.

F-40

Key economic assumptions used in measuring the fair value of retained residual interests at the date of the sale were as follows:


		Tax-Exempt Bonds

Face value of bonds		$283.9 million
Sales price of bonds		$257.8 million
Fair value of retained residual interests		$ 19.6 million
Capitalization rates on the underlying properties		7.7% – 9.35%
Impact on fair value of 10% adverse change in the fair value of the underlying properties		None
Impact on fair value of 20% adverse change in the fair value of the underlying properties		$ 5.8 million decrease

In 2001, the Company received net proceeds of approximately $253.3 million and recognized gains of $26.1 million on the sale and retained residual interests of these tax-exempt bonds. All gains and losses have been realized and were determined on the specific identification method and are reflected in interest and other income.

NOTE 27 — Properties Being Marketed For Sale

The Company is currently marketing for sale certain real estate properties that are inconsistent with the Company’s long-term investment strategies (as determined by management from time to time). Approximately 9,949 units with an approximate carrying value of $355.4 million are included with real estate in the consolidated financial statements and approximately 17,242 units with an approximate carrying value of $69.1 million are included with investments in unconsolidated real estate partnerships in the consolidated financial statements. The Company does not expect to incur any losses with respect to the sales of the properties.

NOTE 28 — Subsequent Events

Dividend Declared

On January 28, 2002, the Board of Directors declared a quarterly cash dividend of $0.82 per common share for the quarter ended December 31, 2001, paid on February 11, 2001, to stockholders of record on February 4, 2001. The increased dividend is equivalent to an annualized dividend rate of $3.28 per common share, a 5% increase from the previous annual dividend rate of $3.12.

Redemption of Class B Preferred OP Units

On January 14, 2002, the Company redeemed $35 million of Class B Preferred Partnership Units, originally issued in December of 1998 by an AIMCO subsidiary to AEW Targeted Securities Fund, L.P., an institutional investor. The Class B Preferred Partnership Units were originally issued with a warrant to purchase 875,000 shares of AIMCO Common Stock at $40 per share. AIMCO redeemed the $35 million in securities, paid accrued dividends and settled the warrant for a total of 447,991 shares of Class A Common Stock and 444,247 Common OP Units.

Casden Merger

On March 11, 2002, AIMCO completed the acquisition of Casden Properties Inc. (“Casden”) pursuant to an Agreement and Plan of Merger dated as of December 3, 2001 (the “Merger Agreement”), by and among AIMCO, Casden and XYZ Holding LLC. The acquisition of Casden included the merger (the “Casden Merger”) of Casden into AIMCO, and the merger of a subsidiary of AIMCO into another REIT affiliated with Casden. AIMCO paid $1.1 billion, which includes an earnout of $15 million as a result of property performance for the period ended December 31, 2001, for 16,002 stabilized conventional and affordable units and National Partnership Investments Corporation (“Napico”), a subsidiary of Casden, which as general partner controls more than 400 properties with more than 41,000 units. The Company issued 3.508 million shares of Class A Common Stock ($164.9 million), and 882,784 Common OP Units ($41.5 million), based on $47 per share/unit, paid approximately $198 million in cash and assumed responsibility for existing mortgage indebtedness of approximately $673 million. In addition, the Company expects to incur transaction costs and initial capital expenditures aggregating approximately $24 million.

F-41

In addition, as part of the Casden Merger, AIMCO has committed to the following:

	•		Purchase two properties currently under development that will have a total of 1,731 units, for minimum deferred consideration of $619 million, which is payable upon satisfactory completion and 60% occupancy. Contingent consideration of up to an additional $24 million may be paid, depending upon future property performance.

	•		Provide a stand-by facility of $70 million in debt financing associated with these properties under development.

	•		Invest up to $50 million for a 20% interest in Casden Properties, LLC, which will develop the two properties AIMCO has committed to purchase, as well as pursue new development opportunities in Southern California and other markets. AIMCO will have an option, but not an obligation, to purchase, at completion, all multifamily rental projects of Casden Properties, LLC.

Amendment of Credit Facility

On March 11, 2002, the Company amended and restated its revolving credit facility. The commitment remains $400 million, and the number of lender participants in the facility's syndicate is ten. The obligations under the amended and restated credit facility are secured by a first priority pledge of certain non-real estate assets of the Company and a second priority pledge of the equity ownership of the Company and certain subsidiaries of AIMCO. Borrowings under the amended and restated credit facility are available for general corporate purposes. The amended and restated credit facility matures in July 2004 and can be extended once at AIMCO's option, for a term of one year. The annual interest rate under the credit facility is based either on LIBOR or a base rate which is the higher of Bank of America, N.A.'s reference rate of 0.5% over the federal funds rate, plus, in either case, an applicable margin. From March 11, 2002 through the later of July 31, 2002 or the date on which the Casden Loan is paid in full, the margin ranges between 2.05% and 2.55%, in the case of LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans, based upon a fixed charge coverage ratio. Commencing on the later of August 1, 2002 or the day after the date on which the Casden Loan is paid in full through maturity, the margin will range between 1.60% and 2.35%, in the case of LIBOR-based loans, and between 0.20% and 0.95%, in the case of base rate loans, based upon a fixed charge coverage ratio.

Redemption of Class K Convertible Cumulative Preferred Stock

On March 19, 2002, the Company announced that it will redeem for Class A Common Stock all outstanding shares of its Class K Preferred Stock on April 18, 2002 at a redemption price of $27.2125 per share of Class K Preferred Stock. The redemption price is payable in shares of Class A Common Stock at a price of $45.7835 per share, which will result in the issuance of 0.5944 shares of Class A Common Stock for each share of Class K Preferred Stock redeemed.

F-42

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001
(In Thousands Except Unit Data)


							Initial Cost
	(1)
	Date		Year		Number of				Buildings and
Property Name	Acquired	Location	Built		Units		Land		Improvements

100 Forest Place	Oct-97	OakPark, IL		1986		234	$	1,512	$	15,140
6111 At Ridgeway Crossing	Jun-98	Memphis, TN		1983		584		750		16,544
Alpine	Dec-99	Birmingham, AL		1972		159		826		3,182
Anchorage Apartments	Nov-96	League City, TX		1985		264		523		9,097
Apartment, the	Sep-00	Omaha, NE		1973		204		1,186		5,175
Apple Creek (TX)	Mar-00	Temple, TX		1984		176		623		4,177
Arbor Station I	Apr-98	Montgomery, AL		1987		264		1,627		9,218
Arbor Station II	Apr-99	Montgomery, AL		1988		24		198		1,133
Arbors	May-98	Deland, FL		1983		224		1,507		8,537
Arbors (Grovetree), the	Oct-97	Tempe, AZ		1971		200		1,092		6,189
Arbours Of Hermitage, the	Sep-00	Hermitage, TN		1972		350		2,143		7,367
Ashford, the	Dec-95	Atlanta, GA		1975		211		2,770		9,956
Aspen Point	Jul-99	Lakewood, CO		1970		120		240		7,391
Aspen Station	Oct-00	Richmond, VA		1980		232		1,861		8,607
Atriums Of Plantation	Aug-98	Plantation, FL		1980		210		1,807		9,756
Autumn Woods	Oct-00	Jackson, MI		1973		112		779		3,654
Baldwin Oaks	Dec-99	Parsippany, NJ		1980		251		721		7,163
Bank Lofts	Nov-00	Denver, CO		1920		118		450		10,497
Barcelona	Dec-99	Houston, TX		1963		127		911		4,819
Bay Club Tower I	Apr-97	Aventura, FL		1990		703		10,672		60,830
Bayhead Village	Dec-00	Indianapolis, IN		1978		202		1,459		3,847
Baymeadows	Dec-99	Jacksonville, FL		1972		904		3,875		22,638
Baywood	Jun-00	Gretna, LA		1974		226		1,464		3,887
Beacon Hill	Oct-97	Chamblee, GA		1978		120		928		5,261
Beau Jardin	Sep-00	West Lafayette, IN		1968		252		803		9,419
Beech Lake	May-99	Durham, NC		1986		345		2,284		13,011
Beech’s Farm	Dec-00	Columbia, MD		1983		135		3,880		3,492
Bent Oaks	May-98	Austin, TX		1979		146		1,117		6,328
Bent Tree (NC)	Oct-00	Greensboro, NC		1986		244		1,834		6,126
Bent Tree III - Verandas	Dec-97	Indianapolis, IN		1985		96		1,095		3,230
Blossomtree	Oct-97	Scottsdale, AZ		1970		125		535		3,029
Bluffs (IN), the	Dec-98	Laffayette, IN		1982		181		979		5,549
Boardwalk	Dec-95	Tamarac, FL		1986		291		3,350		8,196
Boston Lofts	Nov-00	Denver, CO		1890		159		350		20,503
Boulder Creek	Sep-83	Boulder, CO		1971		221		696		7,779
Bradford Place	Dec-99	Suitland, MD		1968		214		1,176		6,666
Bradford, the	Oct-97	Midland, TX		1982		218		519		2,943
Braesview	May-98	San Antonio, TX		1982		396		3,135		17,764
Brandywine	Apr-83	St. Petersburg, FL		1971		477		1,423		11,336
Brant Rock Condominiums	Oct-97	Houston, TX		1984		84		337		1,908
Breakers, the	Oct-98	Daytona Beach, FL		1985		208		1,008		5,710
Breckinridge Square	Mar-00	Louisville, KY		1971		294		2,058		8,450
Brentwood Apartments	Nov-96	Lake Jackson, TX		1980		104		200		3,092
Briar Bay Racquet Club	Sep-00	Miami, FL		1974		194		1,478		6,526
Briarcliffe	Dec-00	Lansing, MI		1974		308		3,105		7,457
Briarwest	Dec-99	Houston, TX		1970		380		2,600		14,448
Briarwood	Dec-99	Houston, TX		1970		351		2,323		10,826
Bridgewater Apartments, the	Nov-96	Tomball, TX		1978		206		333		4,033
Brighton Crest	Mar-00	Marietta, GA		1987		320		2,686		7,998
Brittany Point Apartments	Oct-98	Hunstville, AL		1978		431		1,627		9,220
Broadmoor Ridge	Dec-97	Colorado Springs, CO		1974		200		831		13,286
Broadmoor, The	May-98	Austin, TX		1985		200		1,370		7,765
Brook Run	May-98	Arlington Heights, IL		1985		182		1,109		10,370
Brookdale Lakes	May-98	Naperville, IL		1990		200		2,709		15,350
Brookhollow	Dec-97	Kerrville, TX		1973		48		116		1,272
Brookside Village	Apr-96	Tustin, CA		1970		628		2,498		14,180

[Additional columns below]

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


			December 31, 2001
	Cost
	Capitalized										Total Cost Net of
	Subsequent to				Building and				Accumulated		Accumulated
Property Name	Acquisition		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances

100 Forest Place	$	5,691	$	1,512	$	20,832	$	22,343	$	8,480	$	13,864	$	14,637
6111 At Ridgeway Crossing		5,319		830		21,783		22,613		9,518		13,095		9,482
Alpine		1,621		554		5,076		5,630		1,934		3,696		2,100
Anchorage Apartments		3,439		371		12,688		13,059		4,196		8,863		4,446
Apartment, the		3,540		909		8,992		9,901		4,294		5,607		4,601
Apple Creek (TX)		433		610		4,623		5,233		1,106		4,128		1,762
Arbor Station I		1,025		1,627		10,243		11,870		1,338		10,532		7,004
Arbor Station II		15		198		1,149		1,346		199		1,147		768
Arbors		1,230		1,507		9,768		11,274		2,095		9,179		7,605
Arbors (Grovetree), the		743		1,092		6,932		8,024		1,323		6,701		3,492
Arbours Of Hermitage, the		8,636		1,667		16,479		18,146		6,709		11,437		5,650
Ashford, the		6,071		2,770		16,027		18,797		2,930		15,867		6,678
Aspen Point		579		240		7,970		8,210		3,092		5,118		—
Aspen Station		190		1,860		8,797		10,658		2,170		8,488		6,722
Atriums Of Plantation		1,002		1,807		10,759		12,565		1,590		10,975		7,754
Autumn Woods		89		779		3,743		4,523		217		4,305		2,951
Baldwin Oaks		4,896		721		12,059		12,780		4,999		7,782		7,531
Bank Lofts		2,356		450		12,853		13,303		1,407		11,896		7,852
Barcelona		959		944		5,746		6,690		1,197		5,493		3,515
Bay Club Tower I		6,633		10,832		67,303		78,135		11,672		66,462		60,555
Bayhead Village		466		1,459		4,313		5,773		284		5,488		3,817
Baymeadows		15,917		3,875		38,555		42,429		11,637		30,792		12,557
Baywood		556		759		5,149		5,908		2,192		3,715		4,251
Beacon Hill		677		929		5,937		6,866		1,108		5,758		3,286
Beau Jardin		629		803		10,048		10,850		342		10,508		4,829
Beech Lake		650		2,284		13,660		15,944		2,272		13,671		11,340
Beech’s Farm		315		3,879		3,808		7,687		181		7,506		3,923
Bent Oaks		535		1,117		6,863		7,980		1,488		6,492		4,075
Bent Tree (NC)		711		1,834		6,837		8,671		294		8,377		4,780
Bent Tree III - Verandas		198		1,095		3,428		4,523		18		4,505		4,257
Blossomtree		575		535		3,604		4,139		690		3,449		1,915
Bluffs (IN), the		965		979		6,514		7,493		793		6,700		3,635
Boardwalk		1,786		3,350		9,982		13,332		2,760		10,571		8,364
Boston Lofts		3,182		350		23,686		24,036		1,647		22,388		16,026
Boulder Creek		15,560		755		23,280		24,035		5,940		18,095		16,159
Bradford Place		1,583		1,143		8,281		9,425		629		8,796		5,095
Bradford, the		866		519		3,809		4,328		715		3,613		1,493
Braesview		1,304		3,135		19,068		22,202		4,176		18,027		12,980
Brandywine		2,688		1,437		14,010		15,447		7,553		7,894		10,068
Brant Rock Condominiums		448		337		2,356		2,693		475		2,217		1,107
Breakers, the		883		1,008		6,593		7,601		974		6,626		3,688
Breckinridge Square		3,083		1,606		11,985		13,592		4,079		9,512		6,000
Brentwood Apartments		599		—		3,891		3,891		729		3,162		1,605
Briar Bay Racquet Club		3,301		1,428		9,876		11,305		3,946		7,358		3,500
Briarcliffe		983		3,105		8,440		11,545		496		11,049		6,615
Briarwest		3,091		3,006		17,133		20,138		3,426		16,712		11,012
Briarwood		3,896		2,593		14,451		17,044		3,188		13,856		8,816
Bridgewater Apartments, the		3,230		206		7,389		7,596		1,922		5,674		3,825
Brighton Crest		5,222		2,053		13,853		15,906		4,325		11,581		5,942
Brittany Point Apartments		899		1,676		10,070		11,746		214		11,532		9,844
Broadmoor Ridge		1,390		831		14,676		15,506		3,136		12,370		8,710
Broadmoor, The		1,183		1,370		8,948		10,318		1,852		8,466		6,000
Brook Run		2,292		1,683		12,088		13,771		4,452		9,319		11,800
Brookdale Lakes		598		2,709		15,947		18,656		3,496		15,160		12,770
Brookhollow		236		116		1,508		1,624		618		1,006		364
Brookside Village		22,808		7,263		32,224		39,486		7,416		32,071		30,315

F-43


							Initial Cost
	(1)
	Date		Year		Number of				Buildings and
Property Name	Acquired	Location	Built		Units		Land		Improvements

Brookview	Dec-97	Montgomery, AL		1975		64		95		1,274
Brookwood Apts. (IN)	Dec-99	Indianapolis, IN		1967		476		2,433		9,712
Buena Vista	Dec-97	Alva, OK		1974		51		49		1,196
Burgundy Court	Jun-00	Cincinnati, OH		1969		234		1,538		5,194
Burgundy Park	Oct-99	Forestville, MD		1967		108		589		3,339
Burke Shire Commons	Dec-99	Burke, VA		1986		360		3,503		22,218
Calhoun Beach Club	Dec-98	Minneapolis, MN		1928/1998		351		11,567		65,546
Cameron Hill I	Dec-00	Chattanooga, TN		1976		254		1,685		4,981
Cameron Hill II	Dec-00	Chattanooga, TN		1978		108		707		1,529
Canterbury Green Apartments	Dec-99	Fort Wayne, IN		1979		2003		13,929		73,975
Cape Cod	May-98	San Antonio, TX		1985		212		1,582		8,946
Captiva Club	Dec-96	Tampa, FL		1975		357		1,500		7,085
Carriage Hill	Sep-00	East Lansing, MI		1972		143		1,213		4,883
Carriage House	Dec-99	Gastonia, NC		1970		102		544		2,266
Casa Anita	Mar-98	Phoenix, AZ		1986		224		1,125		6,404
Cedar Brooke Apartments	Jun-00	Independence, MO		1981		158		1,030		2,151
Cedar Rim	Jun-00	New Castle, WA		1980		104		992		3,635
Cedarwood	Mar-00	Gretna, LA		1978		226		1,307		2,378
Center Square	Dec-99	Doylestown, PA		1975		352		670		4,749
Chambers Ridge	Dec-99	Harrisburg, PA		1973		324		1,596		7,801
Chambrel At Club Hill	Oct-00	Garland, TX		1987		261		1,730		13,772
Chambrel At Island Lake	Oct-00	Longwood, FL		1986		269		2,203		21,575
Chambrel At Montrose	Oct-00	Akron, OH		1987		168		1,245		13,501
Chambrel At Pinecastle	Oct-00	Ocala, FL		1986		161		943		9,496
Chambrel At Roswell	Oct-00	Roswell, GA		1986		280		3,873		32,978
Chambrel At Williamsburg	Oct-00	Williamsburg, VA		1986		256		3,105		29,573
Chapel NDP	Dec-99	Baltimore, MD		1974		175		318		3,237
Charleston Landing	Oct-00	Brandon, FL		1985		300		5,945		9,778
Chatham Harbor	Dec-99	Altamonte Springs, FL		1985		324		2,288		12,999
Chelsea Place	Dec-00	Murfreesboro, TN		1966		594		1,777		12,669
Chelsea Ridge Apartments	Dec-00	Wappingers Falls, NY		1966		836		6,892		34,911
Cherry Creek Gardens	Mar-00	Englewood, CO		1975		296		1,847		16,228
Chesapeake Apartments	Dec-96	Houston, TX		1983		320		775		7,317
Chesapeake Landing	Mar-01	Dayton, OH		1986		256		2,176		4,615
Chesapeake Landing I	Oct-00	Aurora, IL		1986		416		16,028		14,667
Chesapeake Landing II	Mar-01	Aurora, IL		1987		184		2,066		7,011
Chestnut Hill	Jun-00	Philadelphia, PA		1963		834		7,879		33,916
Chestnut Hill	Dec-99	Middletown, CT		1985		314		2,936		17,452
Chimney Hill	Sep-00	Marietta, GA		1972		326		2,195		9,311
Churchill Park	Mar-00	Louisville, KY		1970		384		2,674		9,705
Churchill Park Apartments	May-98	San Antonio, TX		1979		392		1,788		10,131
Citadel	Sep-00	El Paso, TX		1973		261		1,234		5,308
Citadel Village	Sep-00	Colorado Springs, CO		1974		122		1,131		3,962
Citrus Grove	Jun-98	Redlands, CA		1985		198		1,118		6,333
Citrus Sunset	Jul-98	Vista, CA		1985		97		663		3,758
College Park	Jan-87	Carlisle, PA		1972		209		523		5,419
Colonial Crest	Dec-99	Bloomington, IN		1965		208		938		4,488
Colonnade Gardens (Ferntree)	Oct-97	Phoenix, AZ		1973		196		765		4,337
Colony	Dec-97	Montgomery, AL		1974		176		218		2,186
Colony At El Conquistador, the	Sep-98	Bradenton, FL		1986		166		1,121		6,350
Colony At Kenilworth	Dec-99	Towson, MD		1966		383		2,812		11,065
Colony House	Dec-99	Murfreesboro, TN		1973		192		984		3,657
Cooper’S Pond	Mar-00	Tampa, FL		1978		463		2,054		8,402
Copper Chase Apartments	Dec-96	Katy, TX		1982		316		1,354		7,672
Copperfield Apartments I & II	Nov-96	Houston, TX		1983		196		702		7,003
Coral Cove	May-98	Tampa, FL		1985		200		727		4,119
Coral Garden Apartments	Apr-93	Las Vegas, NV		1983		670		3,190		12,745
Country Club Villas	Jul-94	Amarillo, TX		1984		282		1,049		5,951
Country Club West	May-98	Greeley, CO		1986		288		2,848		16,138
Country Lakes I	Mar-01	Naperville, IL		1982		240		2,898		16,425
Country Lakes II	May-97	Naperville, IL		1986		400		3,756		21,284
Courtney Park	May-98	Fort Collins, CO		1986		248		2,726		15,450
Coventry Square Apartments	Nov-96	Houston, TX		1983		270		975		6,355
Creekside	Mar-00	Denver, CO		1974		328		1,676		9,251
Crossings At Bell	Jan-98	Amarillo, TX		1976		160		483		2,737

[Additional columns below]

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


			December 31, 2001
	Cost
	Capitalized										Total Cost Net of
	Subsequent to				Building and				Accumulated		Accumulated
Property Name	Acquisition		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances

Brookview		14		95		1,288		1,383		726		656		509
Brookwood Apts. (IN)		3,663		2,739		13,069		15,808		601		15,206		9,873
Buena Vista		287		49		1,483		1,531		587		945		300
Burgundy Court		5,010		1,380		10,361		11,741		2,378		9,363		6,439
Burgundy Park		599		631		3,896		4,527		176		4,351		3,309
Burke Shire Commons		6,902		3,914		28,710		32,623		9,229		23,394		21,830
Calhoun Beach Club		15,967		11,977		81,103		93,080		7,318		85,763		49,983
Cameron Hill I		274		1,685		5,255		6,940		297		6,643		5,160
Cameron Hill II		167		707		1,696		2,403		120		2,282		2,121
Canterbury Green Apartments		8,252		14,785		81,371		96,156		7,295		88,861		50,484
Cape Cod		400		1,582		9,346		10,928		1,998		8,930		6,290
Captiva Club		9,435		1,600		16,420		18,020		2,777		15,243		8,541
Carriage Hill		3,971		746		9,321		10,068		2,400		7,668		5,172
Carriage House		1,334		382		3,762		4,145		1,394		2,750		1,740
Casa Anita		692		1,125		7,097		8,221		1,124		7,098		3,934
Cedar Brooke Apartments		1,544		810		3,916		4,725		2,363		2,362		3,839
Cedar Rim		1,688		742		5,573		6,315		1,698		4,617		4,963
Cedarwood		2,157		775		5,067		5,842		2,019		3,824		2,887
Center Square		6,679		1,521		10,578		12,099		7,291		4,808		5,242
Chambers Ridge		4,419		1,080		12,735		13,815		4,251		9,565		5,211
Chambrel At Club Hill		1,101		1,730		14,873		16,603		2,082		14,521		25,176
Chambrel At Island Lake		919		2,203		22,494		24,697		2,077		22,621		19,482
Chambrel At Montrose		1,581		1,245		15,082		16,327		1,766		14,561		12,584
Chambrel At Pinecastle		913		943		10,409		11,352		1,476		9,876		9,340
Chambrel At Roswell		4,860		3,873		37,837		41,711		3,795		37,915		29,780
Chambrel At Williamsburg		735		3,104		30,309		33,413		2,231		31,182		24,598
Chapel NDP		5,144		866		7,833		8,699		4,123		4,576		3,071
Charleston Landing		1,541		5,946		11,319		17,264		1,753		15,511		10,750
Chatham Harbor		675		2,288		13,674		15,962		1,040		14,922		9,417
Chelsea Place		4,945		1,777		17,613		19,390		7,085		12,304		11,815
Chelsea Ridge Apartments		1,120		6,974		35,949		42,923		1,454		41,468		35,952
Cherry Creek Gardens		3,143		1,847		19,370		21,217		6,106		15,112		11,892
Chesapeake Apartments		1,159		775		8,476		9,251		1,483		7,768		6,800
Chesapeake Landing		220		2,176		4,835		7,011		268		6,742		6,096
Chesapeake Landing I		741		16,028		15,408		31,436		720		30,715		25,066
Chesapeake Landing II		661		2,066		7,672		9,738		340		9,398		6,883
Chestnut Hill		12,164		7,879		46,079		53,959		12,926		41,033		25,303
Chestnut Hill		3,455		3,538		20,306		23,843		5,366		18,478		16,070
Chimney Hill		5,256		1,828		14,934		16,762		6,023		10,739		5,400
Churchill Park		3,277		1,871		13,785		15,656		3,768		11,888		6,450
Churchill Park Apartments		2,987		1,788		13,118		14,906		2,803		12,102		4,370
Citadel		3,123		994		8,671		9,665		3,943		5,722		4,536
Citadel Village		2,624		870		6,846		7,716		2,385		5,332		2,450
Citrus Grove		557		1,118		6,890		8,008		1,053		6,955		4,794
Citrus Sunset		375		663		4,133		4,796		631		4,165		3,486
College Park		14		523		5,433		5,956		2,784		3,172		1,947
Colonial Crest		1,820		959		6,287		7,246		716		6,530		1,614
Colonnade Gardens (Ferntree)		626		766		4,962		5,728		917		4,811		2,587
Colony		1,461		218		3,647		3,865		1,989		1,876		1,396
Colony At El Conquistador, the		513		1,121		6,864		7,984		1,000		6,984		3,154
Colony At Kenilworth		11,038		2,311		22,604		24,915		9,156		15,759		14,270
Colony House		2,451		551		6,541		7,092		2,192		4,900		3,465
Cooper’S Pond		7,030		1,476		16,010		17,486		5,650		11,836		8,000
Copper Chase Apartments		1,671		1,757		8,939		10,697		2,043		8,654		7,476
Copperfield Apartments I & II		953		508		8,150		8,658		2,062		6,595		4,640
Coral Cove		3,705		1,381		7,169		8,550		2,039		6,512		3,845
Coral Garden Apartments		4,252		3,190		16,997		20,187		6,285		13,901		11,879
Country Club Villas		1,211		1,049		7,162		8,211		2,293		5,918		5,213
Country Club West		859		2,848		16,997		19,845		3,810		16,034		10,951
Country Lakes I		816		2,898		17,240		20,139		403		19,736		11,909
Country Lakes II		16,250		3,163		38,127		41,290		10,285		31,006		10,982
Courtney Park		588		2,726		16,038		18,764		3,393		15,371		9,711
Coventry Square Apartments		2,352		681		9,001		9,682		3,720		5,962		4,826
Creekside		5,088		1,676		14,339		16,015		4,406		11,609		6,242
Crossings At Bell		1,427		483		4,164		4,647		882		3,765		2,264

F-44


							Initial Cost
	(1)
	Date		Year		Number of				Buildings and
Property Name	Acquired	Location	Built		Units		Land		Improvements

Crossings Of Bellevue	May-98	Nashville, TN		1985		300		2,588		14,667
Crossroads	May-98	Phoenix, AZ		1982		316		2,180		12,353
Crows Nest Condominiums	Nov-96	League City, TX		1984		176		795		5,400
Cypress Landing	Dec-96	Savannah, GA		1984		200		915		5,188
Cypress Ridge Apartments	May-98	Houston, TX		1979		268		870		4,931
Debaliviere Place I	Dec-99	St. Louis, MO		1979		146		605		2,392
Deer Creek	Jun-00	Plainsboro, NJ		1975		288		1,960		9,468
Deercross (IN)	Dec-00	Indianapolis, IN		1979		372		3,120		8,394
Deerfield Apartments	Jun-01	Jacksonville, FL		1989		256		1,553		8,803
Doral Oaks	Dec-97	Temple Terrace, FL		1967		252		713		10,678
Doral Springs	Mar-00	Miami, FL		1972		368		2,525		9,284
Douglaston Villas And Townhomes	Aug-99	Altamonte Springs, FL		1979		234		1,721		9,835
Dunes	Mar-00	San Antonio, TX		1964		119		278		707
Dunes Apartment Homes, the	Dec-99	Indian Harbor, FL		1963		200		584		4,200
Dunwoody Park	Jul-94	Dunwoody, GA		1980		318		1,838		10,538
Eagle’S Nest	May-98	San Antonio, TX		1973		226		1,053		5,966
Easton Village Condominiums I & II	Nov-96	Houston, TX		1983		146		440		6,584
Eden Crossing	Nov-94	Pensacola, FL		1985		200		1,111		6,332
Elm Creek	May-97	Elmhurst, IL		1986		372		5,339		30,253
Emerald Ridge	Feb-98	Tyler, TX		1984		484		1,469		8,324
Essex Park	Dec-99	Columbia, SC		1971		323		1,670		5,588
Evanston Place	May-97	Evanston, IL		1988		189		1,503		19,960
Fairlane East	Oct-00	Dearborn, MI		1973		244		6,778		9,800
Fairway	Mar-00	Plano, TX		1978		256		1,714		5,662
Fairway View I	Dec-99	Baton Rouge, LA		1972		242		1,562		6,168
Fairway View II	Dec-99	Baton Rouge, LA		1981		204		1,515		5,808
Fairways	Jul-94	Chandler, AZ		1986		352		1,830		10,403
Falls Of Bells Ferry, The	May-98	Marietta, GA		1987		720		6,568		37,218
Falls On Bull Creek, the	May-98	Austin, TX		1986		344		2,645		14,989
Farmingdale	Dec-00	Darien, IL		1975		240		12,795		9,839
Ferntree	Oct-98	Phoenix, AZ		1970		219		1,243		12,818
Fieldcrest (FL)	Oct-98	Jacksonville, FL		1982		240		1,331		7,544
Fisherman’s Landing	Sep-98	Temple Terrace, FL		1986		256		1,643		9,311
Fisherman’s Landing	Dec-97	Bradenton, FL		1984		200		1,275		7,225
Fisherman’s Wharf Apartments	Nov-96	Clute, TX		1981		360		830		9,969
Foothill Place	Sep-00	Salt Lake City, UT		1973		450		3,693		14,291
Foothills	Oct-97	Tucson, AZ		1982		270		1,203		6,817
Forest Apartments	Mar-00	Houston, TX		1978		192		384		2,347
Forest River Apartments	Dec-99	Gadsden, AL		1979		248		862		3,755
Forrester Gardens	Dec-97	Tuscaloosa, AL		1972		152		200		4,041
Fox Run	Mar-00	Plainsboro, NJ		1973		776		6,784		34,984
Foxchase	May-97	Alexandria, VA		1947		2113		20,216		112,355
Foxfire	Dec-99	Doraville, GA		1971		266		1,663		8,063
Foxtree	Oct-97	Tempe, AZ		1976		487		2,505		14,194
Frankford Place	Jul-94	Carrollton, TX		1982		274		1,125		6,382
Franklin Oaks	May-98	Franklin, TN		1987		468		4,031		22,842
Freedom Place Club	Oct-97	Jacksonville, FL		1988		352		2,289		12,970
Georgetown	Jun-00	South Bend, IN		1973		200		1,480		6,502
Glen Hollow	Dec-99	Charlotte, NC		1972		336		2,133		10,174
Governor’S Park	Jun-00	Little Rock, AR		1985		154		1,075		2,869
Governor’S Park	Mar-00	Ft. Collins, CO		1982		188		1,752		6,336
Grand Flamingo	Sep-97	Miami Beach, FL		1960		1182		8,736		49,774
Grand Pointe	Dec-99	Columbia, MD		1974		325		2,715		15,382
Greens (AZ)	Dec-97	Chandler, AZ		2000		324		2,303		6,744
Greenspoint Apartments	Mar-00	Phoenix, AZ		1985		336		1,995		10,987
Greentree	Sep-00	Mobile, AL		1973		178		846		2,514
Greentree	Dec-96	Carrollton, TX		1983		365		1,955		11,098
Hampton Hill Apartments	Nov-96	Houston, TX		1984		332		1,574		8,408
Harbor Cove	May-98	San Antonio, TX		1980		256		1,446		8,193
Harbor Town At Jacaranda	Oct-00	Plantation, FL		1988		280		9,704		10,582
Harbour, the	Mar-01	Melbourne, FL		1987		162		4,632		4,211
Hastings Place Apartments	Nov-96	Houston, TX		1984		176		734		3,382
Haverhill Commons	May-98	W. Palm Beach, FL		1986		222		1,656		9,386
Heather Ridge	May-98	Phoenix, AZ		1983		252		1,609		9,119

[Additional columns below]

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


			December 31, 2001
	Cost
	Capitalized										Total Cost Net of
	Subsequent to				Building and				Accumulated		Accumulated
Property Name	Acquisition		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances

Crossings Of Bellevue		1,452		2,588		16,119		18,707		3,596		15,111		7,985
Crossroads		790		2,180		13,144		15,323		3,022		12,302		6,502
Crows Nest Condominiums		1,353		762		6,786		7,548		2,464		5,084		2,623
Cypress Landing		857		915		6,045		6,961		1,785		5,176		5,359
Cypress Ridge Apartments		1,414		870		6,345		7,215		1,427		5,789		4,250
Debaliviere Place I		1,326		326		3,997		4,323		1,203		3,120		2,391
Deer Creek		8,476		1,960		17,944		19,904		5,163		14,741		13,623
Deercross (IN)		596		3,120		8,991		12,110		524		11,586		8,694
Deerfield Apartments		133		1,530		8,959		10,489		197		10,292		7,768
Doral Oaks		10,344		713		21,023		21,736		5,705		16,030		4,745
Doral Springs		5,753		2,594		14,967		17,562		4,288		13,273		10,692
Douglaston Villas And Townhomes		1,116		1,721		10,951		12,672		1,659		11,013		7,029
Dunes		391		133		1,242		1,375		538		837		692
Dunes Apartment Homes, the		281		584		4,482		5,065		2,930		2,135		4,015
Dunwoody Park		2,267		1,838		12,805		14,643		3,645		10,997		10,970
Eagle’S Nest		495		1,053		6,462		7,514		1,705		5,810		4,435
Easton Village Condominiums I & II		3,663		323		10,364		10,687		2,719		7,968		3,882
Eden Crossing		1,196		1,111		7,528		8,639		2,170		6,469		5,196
Elm Creek		13,873		7,128		42,337		49,465		14,348		35,117		22,203
Emerald Ridge		1,404		1,469		9,728		11,197		1,754		9,443		5,891
Essex Park		4,254		1,075		10,437		11,512		3,558		7,954		6,876
Evanston Place		7,152		1,507		27,107		28,615		7,557		21,058		17,560
Fairlane East		187		6,778		9,988		16,765		3,573		13,192		8,911
Fairway		966		3,138		5,205		8,343		1,971		6,372		6,437
Fairway View I		3,319		1,165		9,884		11,049		3,349		7,700		5,200
Fairway View II		3,201		1,283		9,240		10,523		2,928		7,595		5,430
Fairways		8,141		1,830		18,544		20,374		4,750		15,624		9,717
Falls Of Bells Ferry, The		2,513		6,568		39,731		46,299		8,295		38,003		25,385
Falls On Bull Creek, the		6,078		2,645		21,066		23,711		3,812		19,899		9,070
Farmingdale		1,015		12,795		10,854		23,649		638		23,011		14,863
Ferntree		705		1,242		13,524		14,766		1,165		13,602		4,951
Fieldcrest (FL)		923		1,331		8,467		9,798		1,222		8,576		5,614
Fisherman’s Landing		1,182		1,643		10,493		12,136		1,524		10,612		5,253
Fisherman’s Landing		927		1,276		8,150		9,427		1,480		7,947		4,445
Fisherman’s Wharf Apartments		2,609		744		12,663		13,408		5,641		7,767		3,205
Foothill Place		8,190		3,851		22,323		26,174		7,201		18,974		10,100
Foothills		560		1,203		7,377		8,580		1,351		7,229		3,510
Forest Apartments		604		376		2,958		3,334		895		2,439		1,124
Forest River Apartments		1,858		596		5,879		6,475		2,058		4,417		3,154
Forrester Gardens		635		200		4,676		4,876		2,156		2,719		1,478
Fox Run		18,655		6,784		53,640		60,423		13,466		46,957		35,000
Foxchase		18,825		20,216		131,180		151,396		22,674		128,721		97,366
Foxfire		2,664		1,386		11,005		12,390		3,266		9,125		6,861
Foxtree		2,174		2,505		16,368		18,873		3,035		15,838		8,096
Frankford Place		1,149		1,125		7,531		8,656		2,400		6,256		5,691
Franklin Oaks		1,987		4,031		24,830		28,861		5,563		23,298		16,553
Freedom Place Club		1,361		2,289		14,331		16,620		2,590		14,030		6,347
Georgetown		2,168		938		9,211		10,149		3,597		6,552		5,165
Glen Hollow		5,566		2,204		15,669		17,873		5,052		12,821		7,268
Governor’S Park		3,854		905		6,893		7,798		1,589		6,209		3,698
Governor’S Park		1,938		1,113		8,913		10,026		2,523		7,503		4,388
Grand Flamingo		178,353		14,735		222,127		236,863		8,109		228,753		90,000
Grand Pointe		2,327		2,715		17,709		20,424		1,344		19,079		11,139
Greens (AZ)		16,102		2,303		22,845		25,149		734		24,415		17,252
Greenspoint Apartments		3,787		1,995		14,774		16,769		4,927		11,842		8,431
Greentree		3,902		510		6,753		7,262		2,329		4,933		3,369
Greentree		1,930		1,955		13,029		14,984		3,357		11,627		9,991
Hampton Hill Apartments		5,625		2,195		13,411		15,607		5,570		10,036		6,144
Harbor Cove		729		1,446		8,922		10,368		2,014		8,354		5,445
Harbor Town At Jacaranda		391		9,704		10,973		20,677		517		20,160		11,800
Harbour, the		252		4,632		4,463		9,095		274		8,821		14,492
Hastings Place Apartments		2,793		1,270		5,639		6,909		1,775		5,135		4,324
Haverhill Commons		1,838		1,656		11,223		12,880		2,281		10,598		9,100
Heather Ridge		491		1,609		9,610		11,219		2,061		9,158		5,615

F-45


							Initial Cost
	(1)
	Date		Year		Number of				Buildings and
Property Name	Acquired	Location	Built		Units		Land		Improvements

Heather Ridge	Jul-00	Arlington, TX		1982		180		614		3,478
Heritage Park At Alta Loma	Mar-01	Alta Loma, CA		1986		232		978		7,524
Heritage Park Escondido	Dec-00	Escondidi, CA		1986		196		1,118		5,779
Heritage Park Livermore	Dec-00	Livermore, CA		1988		167		1,324		5,682
Heritage Park Montclair	Mar-01	Montclair, CA		1985		144		598		4,675
Heritage Park Rialto	Mar-01	Rialto, CA		1985		161		406		4,582
Heritage Village Anaheim	Dec-00	Anaheim, CA		1986		196		1,488		6,180
Hibben Ferry I	Jun-00	Mt. Pleasant, SC		1983		240		913		7,345
Hidden Cove	Jun-00	Belleville, MI		1976		120		810		3,503
Hidden Cove	Mar-98	Escondido, CA		1985		334		3,103		16,755
Hidden Lake	May-98	Tampa, FL		1983		267		1,361		7,715
Hiddentree	Oct-97	East Lansing, MI		1966		261		1,470		8,330
Highland Park	Dec-96	Fort Worth, TX		1985		500		1,823		10,330
Hillmeade	Nov-94	Nashville, TN		1985		288		2,872		16,066
Hills At The Arboretum, the	Oct-97	Austin, TX		1983		327		1,367		7,747
Hollymead Square	Mar-00	Charlottesville, VA		1978		100		497		2,880
Hunt Club	Dec-99	Indianapolis, IN		1972		200		686		3,531
Hunt Club	Oct-97	Euless, TX		1982		204		726		5,625
Hunt Club (MD)	Oct-00	Gaithersburg, MD		1986		336		16,406		11,614
Hunt Club (PA)	Oct-00	North Wales, PA		1986		320		15,277		12,702
Hunt Club (TX)	Mar-01	Austin, TX		1987		384		10,390		10,792
Hunt Club I	Dec-00	Ypsilanti, MI		1988		296		2,843		7,844
Hunt Club II	Mar-01	Ypsilanti, MI		1988		144		1,602		5,437
Hunt Gardens Apartments	Mar-00	Baytown, TX		1984		100		422		2,378
Hunter’s Chase	Oct-00	Midlothian, VA		1985		320		4,746		9,867
Hunter’s Creek	May-99	Cincinnati, OH		1981		146		661		3,832
Hunter’s Crossing (VA)	Oct-99	Leesburg, VA		1967		164		1,425		8,076
Hunters Glen	Apr-98	Austell, GA		1983		72		301		1,704
Hunters Glen IV	Dec-99	Plainsboro, NJ		1976		264		2,617		9,217
Hunters Glen V	Dec-99	Plainsboro, NJ		1977		304		3,160		10,695
Hunters Glen VI	Dec-99	Plainsboro, NJ		1977		328		2,372		12,001
Huntington Athletic Club	Dec-99	Morrisville, NC		1986		212		1,916		8,302
Indian Creek Village	Dec-99	Overland Park, KS		1972		273		1,376		7,976
Island Club (Beville)	Dec-00	Daytona Beach, FL		1986		204		3,778		7,039
Island Club (CA)	Dec-00	Oceanside, CA		1986		592		16,309		31,911
Island Club (MD)	Mar-01	Columbia, MD		1986		176		2,437		13,718
Island Club (Palm Aire)	Dec-00	Pomano Beach, FL		1988		260		6,176		8,528
Islandtree	Oct-97	Savannah, GA		1985		216		1,267		7,181
Jefferson Place	Nov-94	Baton Rouge, LA		1985		234		2,696		15,115
Key Towers	Oct-99	Alexandria, VA		1964		140		1,218		6,902
Kingston Gardens	Mar-00	Norfolk, VA		1968		64		57		506
Knolls, the	Dec-99	Colorado Springs, CO		1972		262		1,377		8,058
Knollwood	Sep-00	Nashville, TN		1972		326		2,367		3,715
La Colina	Dec-99	Denton, TX		1984		264		1,613		5,123
La Jolla	May-98	San Antonio, TX		1975		300		2,071		11,733
La Jolla De Tucson	May-98	Tucson, AZ		1978		223		1,342		7,603
Lake Castleton	Oct-98	Indianapolis, IN		1997		1261		5,188		33,504
Lake Forest Apts	Sep-00	Omaha, NE		1971		312		2,229		6,664
Lake Johnson Mews	Dec-99	Raleigh, NC		1972		201		1,761		5,597
Lakehaven I	May-97	Carol Stream, IL		1984		144		701		1,212
Lakehaven II	May-97	Carol Stream, IL		1985		348		1,673		6,693
Lakeland East	Dec-99	Jackson, MS		1984		144		464		3,199
Lakes, the	Mar-00	Raleigh, NC		1972		600		3,822		15,265
Lakeside	Dec-99	Lisle, IL		1972		568		4,145		21,903
Lakeside Manor	Apr-01	Iowa City, IA		1965		401		1,558		8,833
Lakeside North At Carrollwood	Oct-00	Tampa, FL		1984		168		3,053		5,302
Lakeside Place	Dec-99	Houston, TX		1976		734		6,663		22,988
Lamplighter Park	Jun-00	Bellevue, WA		1967		174		1,781		6,525
Landings	Oct-00	Indianapolis, IN		1973		150		751		3,117
Landmark	Jun-00	Raleigh, NC		1970		292		1,530		9,208
Landmark	May-98	Albuquerque, NM		1965		101		780		4,455
Las Brisas	Jul-94	Casa Grande, AZ		1985		132		573		3,260
Las Brisas (TX)	Dec-95	San Antonio, TX		1983		176		1,100		5,454
Lasalle	Dec-00	San Francisco, CA		1976		145		594		3,384
Lebanon Station	Dec-99	Columbus, OH		1974		387		1,918		9,089

[Additional columns below]

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


			December 31, 2001
	Cost
	Capitalized										Total Cost Net of
	Subsequent to				Building and				Accumulated		Accumulated
Property Name	Acquisition		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances

Heather Ridge		524		614		4,003		4,616		1,035		3,581		3,665
Heritage Park At Alta Loma		300		978		7,824		8,802		2,321		6,481		7,264
Heritage Park Escondido		1,000		816		7,081		7,898		2,214		5,684		5,816
Heritage Park Livermore		2,190		644		8,553		9,197		2,311		6,886		5,470
Heritage Park Montclair		47		598		4,722		5,320		1,542		3,779		4,620
Heritage Park Rialto		36		406		4,618		5,024		1,616		3,408		4,330
Heritage Village Anaheim		2,076		1,739		8,005		9,744		2,293		7,451		6,585
Hibben Ferry I		1,275		913		8,619		9,533		2,060		7,473		5,952
Hidden Cove		1,415		425		5,302		5,727		1,873		3,855		2,849
Hidden Cove		3,934		3,103		20,689		23,792		2,846		20,946		13,370
Hidden Lake		604		1,361		8,318		9,680		1,859		7,821		5,069
Hiddentree		1,572		1,470		9,902		11,372		1,918		9,454		4,018
Highland Park		5,850		6,306		11,697		18,003		3,344		14,659		11,842
Hillmeade		8,567		2,872		24,633		27,505		5,776		21,729		10,334
Hills At The Arboretum, the		11,233		1,367		18,980		20,347		1,702		18,646		15,780
Hollymead Square		1,031		465		3,942		4,408		1,154		3,254		3,571
Hunt Club		2,720		818		6,119		6,937		2,498		4,439		3,797
Hunt Club		—		726		5,625		6,351		1,348		5,003		3,119
Hunt Club (MD)		2,419		16,407		14,033		30,439		544		29,895		18,504
Hunt Club (PA)		3,528		15,277		16,231		31,507		729		30,778		21,500
Hunt Club (TX)		441		10,390		11,233		21,623		507		21,116		20,014
Hunt Club I		607		2,843		8,451		11,294		457		10,837		8,394
Hunt Club II		67		1,602		5,503		7,105		245		6,860		4,312
Hunt Gardens Apartments		144		384		2,559		2,943		484		2,459		1,286
Hunter’s Chase		1,137		4,746		11,004		15,750		3,389		12,361		11,831
Hunter’s Creek		625		661		4,456		5,118		772		4,346		2,631
Hunter’s Crossing (VA)		797		1,466		8,832		10,298		438		9,860		4,529
Hunters Glen		223		301		1,928		2,228		308		1,920		952
Hunters Glen IV		5,993		2,139		15,688		17,827		4,391		13,436		7,987
Hunters Glen V		7,476		2,568		18,763		21,331		5,238		16,093		14,333
Hunters Glen VI		5,336		2,372		17,337		19,709		5,547		14,163		14,918
Huntington Athletic Club		3,625		1,642		12,201		13,843		3,386		10,457		7,138
Indian Creek Village		273		1,376		8,249		9,625		4,924		4,701		8,545
Island Club (Beville)		548		3,778		7,587		11,365		1,365		10,000		8,440
Island Club (CA)		2,276		16,310		34,187		50,496		3,848		46,649		37,664
Island Club (MD)		734		2,436		14,452		16,889		593		16,296		11,157
Island Club (Palm Aire)		976		6,176		9,504		15,680		1,851		13,829		9,583
Islandtree		1,014		1,267		8,195		9,462		1,527		7,935		3,836
Jefferson Place		1,864		2,697		16,978		19,675		4,686		14,989		8,823
Key Towers		997		1,258		7,859		9,117		382		8,736		5,541
Kingston Gardens		270		52		781		834		309		525		—
Knolls, the		1,048		1,377		9,106		10,483		4,620		5,862		9,667
Knollwood		11,667		1,752		15,996		17,749		6,154		11,595		6,780
La Colina		1,200		1,079		6,857		7,936		1,647		6,289		4,891
La Jolla		571		2,071		12,304		14,374		2,699		11,676		8,195
La Jolla De Tucson		864		1,342		8,467		9,809		2,073		7,736		5,532
Lake Castleton		2,721		5,128		36,284		41,412		3,707		37,706		28,034
Lake Forest Apts		6,047		1,790		13,150		14,939		4,931		10,009		6,475
Lake Johnson Mews		3,799		1,249		9,907		11,157		2,678		8,479		7,051
Lakehaven I		388		683		1,618		2,301		1,591		709		6,638
Lakehaven II		1,095		1,643		7,817		9,461		4,068		5,393		16,702
Lakeland East		3,862		899		6,626		7,525		3,414		4,112		3,293
Lakes, the		5,642		3,009		21,721		24,730		6,571		18,159		12,240
Lakeside		9,814		4,145		31,717		35,862		7,522		28,340		24,500
Lakeside Manor		581		1,558		9,414		10,971		252		10,720		6,000
Lakeside North At Carrollwood		299		3,054		5,601		8,654		259		8,396		5,839
Lakeside Place		12,400		4,741		37,311		42,052		11,493		30,558		22,831
Lamplighter Park		2,082		1,915		8,473		10,388		2,108		8,280		7,927
Landings		157		750		3,274		4,025		1,341		2,684		2,937
Landmark		5,060		1,530		14,267		15,797		5,699		10,098		6,227
Landmark		1,286		780		5,741		6,521		916		5,605		2,275
Las Brisas		474		573		3,734		4,307		1,098		3,209		—
Las Brisas (TX)		768		1,100		6,222		7,322		1,380		5,941		4,303
Lasalle		2,511		594		5,894		6,488		1,678		4,810		3,853
Lebanon Station		450		1,151		10,306		11,457		3,193		8,264		6,369

F-46


							Initial Cost
	(1)
	Date		Year		Number of				Buildings and
Property Name	Acquired	Location	Built		Units		Land		Improvements

Legend Oaks	May-98	Tampa, FL		1983		416		2,304		13,058
Leona	Dec-97	Uvalde, TX		1973		40		86		986
Lexington	Jul-94	San Antonio, TX		1981		72		311		1,764
Lexington Green	Dec-99	Sarasota, FL		1974		267		1,863		6,516
Lighthouse At Twin Lakes I	Jun-00	Beltsville, MD		1969		480		2,102		14,765
Lighthouse At Twin Lakes II	Jun-00	Beltsville, MD		1971		113		1,039		2,292
Lighthouse At Twin Lakes III	Jun-00	Beltsville, MD		1978		107		760		3,231
Lodge, the	Mar-00	Denver, CO		1973		376		1,893		10,061
Loft, the	Dec-99	Raleigh, NC		1974		184		1,623		6,360
Los Arboles	Sep-97	Chandler, AZ		1985		232		1,662		9,418
Madera Point	May-98	Phoenix, AZ		1986		256		2,103		11,916
Maple Bay	Dec-99	Virginia Beach, VA		1971		414		2,598		14,719
Mariner’s Cove	Mar-00	Virginia Beach, VA		1974		458		1,897		12,199
Mayfair Village	Dec-99	West Lafayette, IN		1964		72		250		1,664
Mcmillan Place	Mar-00	Dallas, TX		1986		402		2,507		12,409
Meadow Creek	Apr-85	Boulder, CO		1972		332		1,387		10,027
Meadows	Dec-96	Austin, TX		1983		100		579		3,283
Merrill House	Jan-00	Fairfax, VA		1962		159		1,836		10,405
Mesa Ridge	May-98	San Antonio, TX		1986		200		1,209		6,852
Michigan Apts	Dec-99	Indianapolis, IN		1965		259		609		3,884
Millhopper Village	Dec-99	Gainesville, FL		1969		136		1,061		3,176
Misty Woods	Mar-00	Charlotte, NC		1986		228		459		6,909
Montecito	Jul-94	Austin, TX		1985		268		1,268		7,194
Mountain Run	Jul-99	Arvada, CO		1974		96		288		5,935
Mountain View	May-98	Colorado Springs, CO		1985		252		2,536		14,371
Newberry Park	May-97	Chicago, IL		1985		84		156		1,052
Newport	Jul-94	Avondale, AZ		1986		204		800		4,554
Nob Hill Villa	Sep-00	Nashville, TN		1971		472		2,417		10,087
North River Village	Dec-99	Atlanta, GA		1970		133		1,027		3,660
Northlake Village	Dec-00	Lima, OH		1971		150		423		1,434
Northpoint	Mar-00	Chicago, IL		1921		304		2,139		12,370
Northview Harbor	Dec-99	Grand Rapids, MI		1982		360		2,016		10,696
Northwoods (CT)	Mar-01	Middletown, CT		1987		336		16,326		13,087
Northwoods Apartments	Dec-99	Pensacola, FL		1979		320		1,869		6,544
Nottingham Square	Dec-99	Urbandale, IA		1974		442		1,890		7,820
Oak Falls Condominiums	Nov-96	Spring, TX		1983		144		514		3,585
Oak Park Village I	Dec-00	Lansing, MI		1973		410		5,397		4,556
Oak Park Village II	Dec-00	Lansing, MI		1973		208		4,873		3,085
Oakbrook (MI)	Dec-99	Battle Creek, MI		1981		586		3,512		16,501
Oakwood Village On Lake Nan	Dec-99	Winter Park, FL		1973		278		1,581		5,673
Ocean Oaks	May-98	Port Orange, FL		1988		296		2,132		12,083
Old Farm	Dec-98	Lexington, KY		1985		330		1,893		10,725
Old Orchard	Dec-99	Grand Rapids, MI		1974		664		3,217		14,077
Old Salem	Dec-99	Charlottesville, VA		1967		364		2,820		12,940
Olde Towne West III	Jun-00	Alexandria, VA		1978		75		548		4,958
Olmos Club	Oct-97	San Antonio, TX		1983		134		322		1,825
Olympiad	Nov-94	Montgomery, AL		1986		176		1,046		5,958
One Lytle Place	Mar-00	Cincinnati, OH		1980		231		2,244		18,487
Orchidtree	Oct-97	Scottsdale, AZ		1971		278		2,314		13,112
Palencia	May-98	Tampa, FL		1985		420		2,804		15,887
Palm Lake	Dec-99	Tampa, FL		1972		150		458		4,408
Paradise Palms	Jul-94	Phoenix, AZ		1970		130		647		3,684
Park @ Cedar Lawn, the	Nov-96	Galveston, TX		1985		192		769		5,073
Park At Deerbrook	Dec-99	Humble, TX		1984		100		470		1,017
Park Ave Towers (PA)	Dec-00	Wilkes-Barre, PA		1978		130		613		1,735
Park Capitol	Jun-00	Salt Lake City, UT		1972		135		1,219		3,455
Park Colony	May-98	Norcross, GA		1984		352		3,257		18,454
Park Towne	Jun-00	Philadelphia, PA		1959		980		3,263		35,901
Park Village	Mar-00	Hialeah, FL		1972		396		607		10,322
Park, the	Oct-98	Melbourne, FL		1983		120		719		4,072
Parker House	Sep-00	Hyattsville, MD		1965		296		2,659		15,073
Parktown Townhouses	Dec-99	Deer Park, TX		1968		309		955		8,456
Parkway (VA)	Mar-00	Willamsburg, VA		1971		148		526		3,199
Parliament Bend	Jul-94	San Antonio, TX		1980		232		765		4,342
Patchen Place	Dec-99	LEXINGTON, KY		1974		202		966		3,766

[Additional columns below]

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


			December 31, 2001
	Cost
	Capitalized										Total Cost Net of
	Subsequent to				Building and				Accumulated		Accumulated
Property Name	Acquisition		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances

Legend Oaks		971		2,304		14,028		16,333		3,174		13,159		7,378
Leona		644		86		1,630		1,715		499		1,216		396
Lexington		391		312		2,154		2,466		598		1,868		937
Lexington Green		4,161		1,455		11,085		12,540		2,961		9,579		6,871
Lighthouse At Twin Lakes I		7,835		2,102		22,600		24,702		8,784		15,917		12,180
Lighthouse At Twin Lakes II		2,682		509		5,503		6,012		2,122		3,890		2,824
Lighthouse At Twin Lakes III		860		458		4,392		4,850		1,761		3,090		2,648
Lodge, the		5,474		1,893		15,535		17,428		4,937		12,490		6,915
Loft, the		12,740		1,623		19,099		20,722		3,444		17,278		4,210
Los Arboles		1,257		1,662		10,675		12,337		1,928		10,409		6,752
Madera Point		1,343		2,103		13,260		15,363		2,895		12,468		8,067
Maple Bay		3,226		2,598		17,945		20,543		1,262		19,281		9,750
Mariner’s Cove		15,445		1,844		27,697		29,540		5,408		24,132		13,789
Mayfair Village		710		140		2,484		2,623		79		2,544		1,225
Mcmillan Place		1,498		2,309		14,105		16,414		4,603		11,811		12,373
Meadow Creek		16,584		1,435		26,563		27,998		4,661		23,337		6,964
Meadows		539		579		3,822		4,402		808		3,594		2,792
Merrill House		958		1,836		11,363		13,199		739		12,460		6,871
Mesa Ridge		371		1,209		7,223		8,432		1,688		6,744		4,720
Michigan Apts		169		834		3,829		4,663		409		4,254		1,485
Millhopper Village		2,737		746		6,227		6,974		1,769		5,205		4,186
Misty Woods		2,194		459		9,104		9,563		2,977		6,586		5,112
Montecito		2,355		1,268		9,549		10,817		3,015		7,802		5,767
Mountain Run		562		288		6,497		6,785		2,431		4,354		3,315
Mountain View		1,102		2,547		15,462		18,009		3,338		14,671		8,611
Newberry Park		1,929		156		2,981		3,137		1,305		1,832		8,063
Newport		968		800		5,522		6,322		1,729		4,593		4,592
Nob Hill Villa		5,206		1,947		15,762		17,709		6,893		10,816		6,789
North River Village		2,315		632		6,371		7,002		2,039		4,964		1,600
Northlake Village		92		423		1,525		1,948		83		1,866		1,515
Northpoint		6,800		2,639		18,670		21,309		7,308		14,001		10,465
Northview Harbor		915		2,024		11,603		13,627		1,220		12,407		7,582
Northwoods (CT)		1,258		16,326		14,344		30,670		625		30,045		21,374
Northwoods Apartments		3,941		1,307		11,048		12,355		3,298		9,058		6,960
Nottingham Square		5,913		1,837		13,785		15,622		4,795		10,828		6,811
Oak Falls Condominiums		2,203		508		5,794		6,302		1,803		4,499		4,715
Oak Park Village I		2,778		5,397		7,335		12,731		842		11,889		1,264
Oak Park Village II		347		4,873		3,432		8,305		237		8,068		6,494
Oakbrook (MI)		7,983		3,347		24,649		27,996		7,364		20,632		8,224
Oakwood Village On Lake Nan		5,479		1,212		11,522		12,733		4,206		8,527		6,879
Ocean Oaks		1,630		2,132		13,713		15,845		2,894		12,952		10,295
Old Farm		1,151		1,893		11,876		13,769		1,682		12,087		9,619
Old Orchard		5,637		3,232		19,699		22,930		5,691		17,239		10,172
Old Salem		4,618		2,072		18,307		20,378		5,072		15,306		9,711
Olde Towne West III		64		548		5,022		5,570		1,389		4,181		4,015
Olmos Club		264		322		2,088		2,411		400		2,010		1,137
Olympiad		934		1,046		6,892		7,938		2,006		5,932		4,629
One Lytle Place		10,209		2,244		28,696		30,940		8,233		22,707		12,429
Orchidtree		1,210		2,314		14,322		16,636		2,602		14,034		6,614
Palencia		7,654		2,804		23,541		26,345		4,667		21,678		12,913
Palm Lake		16		458		4,423		4,882		2,631		2,251		2,924
Paradise Palms		948		647		4,632		5,279		1,364		3,916		4,067
Park @ Cedar Lawn, the		3,181		695		8,328		9,023		2,275		6,748		4,918
Park At Deerbrook		797		515		1,769		2,284		1,103		1,180		1,477
Park Ave Towers (PA)		479		256		2,571		2,827		564		2,263		2,281
Park Capitol		1,427		665		5,436		6,101		1,445		4,655		2,725
Park Colony		1,312		3,257		19,766		23,023		4,231		18,791		10,484
Park Towne		28,257		3,263		64,158		67,422		22,091		45,331		36,917
Park Village		2,253		1,650		11,532		13,182		3,658		9,524		8,187
Park, the		315		720		4,385		5,106		621		4,484		2,473
Parker House		6,955		587		24,101		24,687		7,023		17,664		7,669
Parktown Townhouses		6,066		955		14,522		15,477		2,353		13,124		7,635
Parkway (VA)		1,085		526		4,284		4,810		1,091		3,718		2,256
Parliament Bend		1,282		765		5,624		6,389		1,683		4,706		—
Patchen Place		3,033		820		6,945		7,765		2,798		4,967		3,000

F-47


							Initial Cost
	(1)
	Date		Year		Number of				Buildings and
Property Name	Acquired	Location	Built		Units		Land		Improvements

Peachtree Park	Jan-96	Atlanta, GA		1962/1995		295		4,681		12,957
Penn Square	Dec-94	Albuquerque, NM		1982		210		1,128		6,478
Peppermill Place Apartments	Nov-96	Houston, TX		1983		224		406		3,957
Pickwick Place	Dec-99	Indianapolis, IN		1973		336		1,082		7,418
Pine Creek	Oct-97	Clio, MI		1978		233		852		4,830
Pine Shadows	May-98	Phoenix, AZ		1983		272		2,093		11,858
Pinebrook (FL)	Oct-98	Jacksonville, FL		1974		208		856		4,854
Pines Of Roanoke	Dec-99	Roanoke, VA		1978		216		1,218		4,998
Pines, the	Oct-98	Palm Bay, FL		1984		216		601		3,406
Pinetree	Dec-99	Charlotte, NC		1972		220		1,427		6,843
Place Du Plantier	Dec-99	Baton Rouge, LA		1972		268		1,783		5,974
Place One	Dec-01	Richmond, VA		1976		114		249		3,041
Plantation Crossing	Mar-00	Marietta, GA		1979		180		1,537		6,118
Plantation Gardens	Dec-99	Plantation, FL		1971		372		2,347		9,661
Pleasant Ridge	Nov-94	Little Rock, AR		1982		199		1,660		9,464
Pleasant Valley Pointe	Nov-94	Little Rock, AR		1985		112		907		5,069
Point West Apartments	Sep-00	Charleston, SC		1973		120		508		3,775
Point West Apartments	May-97	Lenexa, KS		1985		172		979		5,548
Pointe James	Dec-99	Charleston, SC		1977		128		956		1,181
Polo Park	Oct-97	Midland, TX		1983		184		800		4,532
Post Ridge	Sep-00	Nashville, TN		1972		150		1,249		5,782
Prairie Hills	Jul-94	Albuquerque, NM		1985		260		1,680		9,633
Preston Creek	Dec-99	Dallas, TX		1979		228		1,919		8,259
Pride Gardens	May-97	Flora, MS		1975		76		265		590
Privado Park	May-98	Phoenix, AZ		1984		352		2,636		14,937
Quail Hollow	Dec-99	West Columbia, SC		1973		215		1,350		4,505
Quail Ridge	May-98	Tucson, AZ		1974		253		1,613		9,143
Quail Run	Dec-99	Columbia, SC		1970		332		2,040		8,412
Quail Run	Dec-99	Zionsville, IN		1972		166		1,398		4,815
Quail Woods	Dec-99	Gastonia, NC		1974		188		1,112		1,892
Raintree	Dec-99	Anderson, SC		1972		176		518		3,030
Raintree Apts	Oct-98	Pensacola, FL		1971		168		192		1,091
Ralston Place	Dec-99	Tampa, FL		1978		200		818		3,190
Ramblewood (VA)	Mar-00	Norfolk, VA		1978		300		969		5,646
Ramblewood Apts. (MI)	Dec-99	Grand Rapids, MI		1973		1712		9,742		59,378
Randol Crossing	Dec-96	Fort Worth, TX		1984		160		728		4,125
Raven Hill	Oct-00	Burnsville, MN		1971		304		4,857		7,463
Reflections (Tampa)	Oct-00	Tampa, FL		1988		348		6,452		13,309
Reflections (Virginia Beach)	Oct-00	Virginia Beach, VA		1987		480		16,106		12,753
Reflections (West Palm Beach)	Dec-00	West Palm Beach, FL		1986		300		5,081		6,426
Regency Oaks	Dec-99	Fern Park, FL		1965		343		1,100		3,877
Ridgecrest	Dec-96	Denton, TX		1983		152		393		2,228
Rio Cancion	Mar-98	Tucson, AZ		1983		379		2,832		16,090
River Bend	Oct-97	Arlington, TX		1983		201		651		5,048
River Pointe	Aug-00	Mishawaka, IN		1974		234		329		1,417
River Reach	Dec-99	Jacksonville, FL		1972		298		2,432		8,537
River Reach	Oct-00	Naples, FL		1986		556		18,676		16,608
Riverbend In Allentown	Oct-00	Allentown, PA		1985		230		4,261		7,648
Rivercreek	Jun-00	Augusta, GA		1980		224		621		5,503
Rivercrest	Dec-99	Atlanta, GA		1970		312		1,582		12,596
Riverloft Apartments	Dec-99	Philadelphia, PA		1910		184		1,687		10,911
Rivers Edge	Sep-00	Auburn, WA		1976		120		706		4,948
Riverside	Jul-94	Littleton, CO		1987		249		1,553		8,828
Riverside Park	Jun-00	Alexandria, VA		1973		1229		9,869		52,151
Riverwalk	Dec-95	Little Rock, AR		1988		261		1,075		9,295
Riverwood (IN)	Dec-00	Indianapolis, IN		1978		120		984		1,254
Rocky Creek	Dec-99	Augusta, GA		1979		120		686		2,692
Rolling Meadows	Dec-97	Ada, OK		1970		60		60		1,082
Rosecroft Mews	Oct-99	Ft. Washington, MD		1966		304		2,043		11,597
Royal Gardens	Oct-98	Hemet, CA		1987		137		521		2,817
Royal Palms	Jul-94	Mesa, AZ		1985		152		832		4,730
Runaway Bay (CA)	Dec-00	Antioch, CA		1986		280		12,565		7,447
Runaway Bay (FL)	Dec-00	Lantana, FL		1987		404		4,998		15,112
Runaway Bay (MI)	Dec-00	Lansing, MI		1987		288		3,059		9,207
Runaway Bay (NC)	Dec-00	Charlotte, NC		1985		280		2,072		9,397

[Additional columns below]

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


			December 31, 2001
	Cost
	Capitalized										Total Cost Net of
	Subsequent to				Building and				Accumulated		Accumulated
Property Name	Acquisition		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances

Peachtree Park		2,699		4,683		15,654		20,337		3,825		16,512		13,364
Penn Square		1,162		1,128		7,639		8,768		2,061		6,706		4,064
Peppermill Place Apartments		2,662		344		6,681		7,025		1,856		5,169		4,587
Pickwick Place		2,740		946		10,293		11,239		3,325		7,915		6,138
Pine Creek		677		852		5,507		6,359		885		5,474		2,178
Pine Shadows		748		2,093		12,606		14,698		2,739		11,960		7,500
Pinebrook (FL)		566		857		5,420		6,276		779		5,497		3,521
Pines Of Roanoke		2,830		975		8,070		9,045		2,668		6,377		4,047
Pines, the		627		603		4,031		4,634		537		4,097		2,171
Pinetree		820		1,004		8,086		9,090		2,246		6,844		4,761
Place Du Plantier		4,540		1,339		10,958		12,297		3,976		8,321		6,429
Place One		—		249		3,041		3,289		1,033		2,257		2,140
Plantation Crossing		3,621		1,023		10,253		11,276		3,323		7,953		4,718
Plantation Gardens		2,696		2,021		12,683		14,704		7,528		7,176		9,473
Pleasant Ridge		1,338		1,661		10,802		12,462		3,134		9,328		6,700
Pleasant Valley Pointe		1,218		907		6,287		7,194		1,796		5,398		3,551
Point West Apartments		121		508		3,896		4,404		1,567		2,837		2,350
Point West Apartments		2,672		1,135		8,063		9,199		2,897		6,302		5,345
Pointe James		377		232		2,282		2,514		1,081		1,433		1,123
Polo Park		845		800		5,378		6,177		1,040		5,138		2,076
Post Ridge		2,093		950		8,173		9,123		2,748		6,375		4,500
Prairie Hills		1,567		2,011		10,868		12,880		3,178		9,702		6,427
Preston Creek		1,240		1,704		9,713		11,417		3,034		8,383		5,525
Pride Gardens		427		284		997		1,282		429		853		1,359
Privado Park		1,259		2,636		16,196		18,832		3,551		15,282		8,630
Quail Hollow		3,680		1,084		8,452		9,536		1,865		7,671		5,177
Quail Ridge		1,126		1,613		10,269		11,882		2,226		9,656		5,920
Quail Run		3,947		1,489		12,910		14,400		4,188		10,212		5,064
Quail Run		1,701		869		7,046		7,915		2,038		5,876		3,652
Quail Woods		200		389		2,815		3,204		1,155		2,050		3,605
Raintree		3,438		518		6,468		6,986		1,546		5,440		2,990
Raintree Apts		2,358		492		3,148		3,641		562		3,079		2,555
Ralston Place		1,207		871		4,344		5,215		2,151		3,064		2,158
Ramblewood (VA)		2,535		907		8,243		9,150		2,391		6,759		6,488
Ramblewood Apts. (MI)		5,698		9,707		65,111		74,818		5,704		69,114		36,162
Randol Crossing		779		728		4,904		5,632		1,121		4,511		3,324
Raven Hill		351		4,857		7,814		12,671		2,943		9,728		4,488
Reflections (Tampa)		2,744		6,452		16,053		22,505		1,910		20,594		13,500
Reflections (Virginia Beach)		3,054		16,107		15,806		31,913		584		31,329		25,234
Reflections (West Palm Beach)		1,132		5,082		7,557		12,639		451		12,188		8,796
Regency Oaks		1,492		1,100		5,369		6,470		5,836		634		7,456
Ridgecrest		654		393		2,882		3,275		894		2,381		4,284
Rio Cancion		1,220		2,832		17,310		20,142		2,845		17,297		12,539
River Bend		—		651		5,048		5,699		1,196		4,503		3,468
River Pointe		4,563		782		5,528		6,309		33		6,276		6,000
River Reach		7,127		2,328		15,767		18,096		4,890		13,205		6,401
River Reach		1,129		18,677		17,736		36,413		912		35,501		24,000
Riverbend In Allentown		1,071		4,261		8,718		12,980		406		12,573		7,169
Rivercreek		2,458		621		7,961		8,582		1,501		7,082		3,639
Rivercrest		1,755		1,582		14,351		15,933		3,142		12,791		11,981
Riverloft Apartments		29,406		1,560		40,444		42,004		4,547		37,457		6,274
Rivers Edge		141		706		5,089		5,795		1,787		4,008		3,891
Riverside		1,958		1,956		10,383		12,339		3,112		9,227		9,804
Riverside Park		22,853		9,869		75,003		84,872		21,646		63,226		49,380
Riverwalk		1,039		1,075		10,334		11,409		2,542		8,868		5,943
Riverwood (IN)		729		985		1,982		2,967		214		2,753		1,881
Rocky Creek		1,057		417		4,018		4,435		1,439		2,996		1,888
Rolling Meadows		37		60		1,119		1,179		745		434		420
Rosecroft Mews		416		2,046		12,010		14,056		630		13,426		9,374
Royal Gardens		619		521		3,435		3,957		416		3,540		2,358
Royal Palms		503		832		5,234		6,065		1,526		4,540		3,121
Runaway Bay (CA)		998		12,565		8,445		21,010		432		20,578		12,100
Runaway Bay (FL)		314		4,998		15,425		20,423		727		19,696		13,693
Runaway Bay (MI)		330		3,059		9,538		12,596		528		12,068		8,971
Runaway Bay (NC)		233		2,072		9,630		11,702		504		11,198		8,918

F-48


							Initial Cost
	(1)
	Date		Year		Number of				Buildings and
Property Name	Acquired	Location	Built		Units		Land		Improvements

Ryan’s Pointe Apartments	Dec-99	Houston, TX		1983		280		1,265		3,080
Salem Park	Jun-00	Ft. Worth, TX		1984		168		555		3,641
San Marina	Mar-98	Phoenix, AZ		1986		399		1,926		10,954
Sand Castles Apartments	Oct-97	League City, TX		1987		138		978		5,541
Sand Pebble	Oct-97	El Paso, TX		1983		208		861		4,879
Sandalwood Apartments	May-98	Houston, TX		1979		352		1,462		8,287
Sandpiper	Jun-00	St. Petersburg, FL		1984		276		1,766		8,199
Sandpiper Cove	May-97	Boynton Beach, FL		1987		416		11,447		29,088
Sands Point Apartments	Mar-00	Phoenix, AZ		1985		432		2,058		11,945
Savannah Trace	Mar-01	Shaumburg, IL		1986		368		13,976		17,630
Sawgrass	Jul-97	Orlando, FL		1986		208		1,443		8,157
Scandia	Dec-00	Indianapolis, IN		1977		444		10,575		4,624
Scotch Pines East	Sep-00	Ft. Collins, CO		1977		102		688		2,912
Seaside Point Condominiums	Nov-96	Galveston, TX		1985		102		295		2,994
Shadetree	Oct-97	Tempe, AZ		1965		123		591		3,349
Shadow Brook	Dec-99	West Valley City, UT		1984		300		2,216		6,861
Shadow Creek (AZ)	May-98	Phoenix, AZ		1984		266		2,087		11,824
Shadow Lake	Oct-97	Greensboro, NC		1988		136		1,054		5,972
Shadow Oaks	Oct-00	Tampa, FL		1984		200		1,321		3,180
Shadowood	Dec-99	Chapel Hill, NC		1987		336		2,377		11,898
Shaker Square	Dec-99	Whitehall, OH		1968		194		1,177		5,357
Shallow Creek	May-98	San Antonio, TX		1982		208		1,234		6,995
Shenandoah Crossing	Oct-00	Fairfax, VA		1984		640		15,104		50,659
Shoreview	Dec-99	San Francisco, CA		1976		156		344		3,866
Signal Pointe	Dec-99	Winter Park, FL		1971		368		607		8,306
Signature Point Apartments	Nov-96	League City, TX		1994		304		2,160		13,627
Silktree	Oct-97	Phoenix, AZ		1979		86		421		2,383
Silver Ridge	Oct-98	Maplewood, MN		1986		186		650		3,677
Silverado	Dec-99	El Paso, TX		1973		248		445		2,625
Ski Lodge	Dec-99	Montgomery, AL		1978		520		2,538		8,781
Snowden Village I	Dec-99	Fredericksburg, VA		1970		132		978		3,004
Snowden Village II	Dec-99	Fredericksburg, VA		1980		122		864		3,008
Snug Harbor	Dec-95	Las Vegas, NV		1990		67		750		2,966
Society Park	Dec-99	Tampa, FL		1968		324		572		4,266
Somerset At The Crossing	Oct-00	Tucker, GA		1989		264		6,271		11,941
Somerset Lakes	May-99	Indianapolis, IN		1974		360		3,533		20,285
Somerset Village	May-96	West Valley City, UT		1985		486		4,375		17,600
South Point	Dec-99	Durham, NC		1980		180		1,429		5,377
South Willow	Jul-94	West Jordan, UT		1987		440		2,218		12,612
Southport	Sep-00	Tulsa, OK		1984		240		1,394		5,255
Southridge	Dec-96	Greenville, TX		1984		160		643		3,645
Spectrum Pointe	Jul-94	Marietta, GA		1984		196		1,029		5,903
Springhill Lake	Jun-00	Greenbelt, MD		1969		2907		12,262		79,375
Spyglass At Cedar Cove	Oct-00	Lexington Park, MD		1985		152		3,218		4,787
St. Charleston Village	Dec-99	Las Vegas, NV		1980		312		2,035		7,778
Standart Woods Apartments	Mar-00	Auburn, NY		1969		330		891		5,274
Steeplechase	Dec-00	Williamsburg, VA		1986		220		6,399		5,980
Steeplechase	May-99	Loveland, OH		1988		272		1,669		9,539
Steeplechase (MD)	Oct-00	Largo, MD		1986		240		3,840		14,306
Sterling Apartment Homes, the	Dec-99	Philadelphia, PA		1962		580		5,068		38,310
Stirling Court Apartments	Nov-96	Houston, TX		1984		228		946		5,958
Stone Creek Club	Oct-00	Germantown, MD		1984		240		12,329		8,322
Stone Hollow Apartments For The Seasons	Oct-95	San Antonio, TX		1976		280		974		5,749
Stone Mountain West	Dec-99	Stone Mountain, GA		1971		142		1,236		4,200
Stone Point Village	Dec-99	Fort Wayne, IN		1980		296		1,809		8,591
Stonebrook	Jun-97	Sanford, FL		1991		244		2,071		9,353
Stonebrook II	Apr-99	Sanford, FL		1998		112		488		—
Stonegate Village	Dec-00	New Castle, IN		1970		122		231		780
Stoney Brook Apartments	Nov-96	Houston, TX		1972		113		579		3,871
Stonybrook	May-98	Tucson, AZ		1983		411		2,187		12,278
Stratford, The (TX)	May-98	San Antonio, TX		1979		269		1,920		10,879
Strawbridge Square	Dec-99	Alexandria, VA		1979		128		917		3,932
Summerchase	May-97	Van Buren, AR		1974		72		170		962
Summerwalk	Dec-99	Winter Park, FL		1974		306		1,991		6,650

[Additional columns below]

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


			December 31, 2001
	Cost
	Capitalized										Total Cost Net of
	Subsequent to				Building and				Accumulated		Accumulated
Property Name	Acquisition		Land		Improvements		Total		Depreciation		Depreciation			Encumbrances

Ryan’s Pointe Apartments		4,038		878		7,506		8,384		730		7,654			4,135
Salem Park		9		555		3,649		4,205		4,957		(752	)		1,723
San Marina		1,390		1,926		12,344		14,270		2,209		12,061			10,313
Sand Castles Apartments		620		978		6,161		7,139		1,128		6,012			2,820
Sand Pebble		557		861		5,436		6,297		1,042		5,255			2,462
Sandalwood Apartments		751		1,462		9,038		10,501		2,167		8,334			4,424
Sandpiper		1,170		1,537		9,599		11,135		2,145		8,990			3,950
Sandpiper Cove		3,247		8,382		35,400		43,782		10,663		33,119			14,186
Sands Point Apartments		5,088		2,058		17,033		19,092		5,734		13,358			9,364
Savannah Trace		1,283		13,977		18,913		32,890		832		32,058			23,071
Sawgrass		947		1,443		9,104		10,547		1,757		8,790			4,087
Scandia		1,624		10,575		6,247		16,823		545		16,277			12,788
Scotch Pines East		1,572		389		4,782		5,171		1,795		3,376			2,681
Seaside Point Condominiums		3,211		215		6,286		6,500		1,520		4,981			1,911
Shadetree		956		591		4,305		4,896		847		4,049			1,874
Shadow Brook		7,219		2,497		13,798		16,296		3,521		12,775			8,725
Shadow Creek (AZ)		1,173		2,087		12,996		15,083		2,717		12,366			6,458
Shadow Lake		716		1,054		6,688		7,742		1,202		6,540			2,944
Shadow Oaks		224		1,321		3,404		4,725		1,844		2,881			3,057
Shadowood		2,624		2,306		14,592		16,898		4,046		12,852			10,211
Shaker Square		24		781		5,778		6,559		938		5,621			3,053
Shallow Creek		400		1,234		7,395		8,630		1,642		6,988			4,270
Shenandoah Crossing		11,481		15,104		62,140		77,244		2,534		74,709			33,950
Shoreview		6,433		344		10,299		10,643		3,511		7,132			4,048
Signal Pointe		5,388		607		13,694		14,301		4,090		10,210			8,687
Signature Point Apartments		3,803		2,134		17,456		19,590		3,778		15,813			6,709
Silktree		371		421		2,754		3,175		503		2,672			1,416
Silver Ridge		1,168		777		4,718		5,495		703		4,793			4,525
Silverado		100		445		2,725		3,170		2,670		500			3,443
Ski Lodge		5,900		1,745		15,475		17,219		6,028		11,191			6,800
Snowden Village I		1,286		475		4,793		5,268		1,398		3,870			2,273
Snowden Village II		1,014		438		4,449		4,887		1,395		3,492			2,508
Snug Harbor		529		751		3,494		4,245		925		3,320			2,327
Society Park		351		572		4,617		5,189		4,681		509			5,195
Somerset At The Crossing		422		6,272		12,363		18,635		543		18,092			10,000
Somerset Lakes		940		3,536		21,223		24,759		3,520		21,238			13,610
Somerset Village		2,226		4,375		19,826		24,201		4,635		19,566			11,858
South Point		2,840		1,119		8,527		9,645		2,787		6,858			4,600
South Willow		1,929		2,218		14,541		16,759		4,338		12,420			9,628
Southport		4,220		1,940		8,929		10,869		4,002		6,867			4,303
Southridge		636		643		4,281		4,924		1,176		3,748			3,842
Spectrum Pointe		1,213		1,029		7,116		8,145		2,080		6,065			4,849
Springhill Lake		47,839		12,262		127,214		139,476		41,048		98,428			51,962
Spyglass At Cedar Cove		606		3,218		5,392		8,610		264		8,346			4,514
St. Charleston Village		3,816		1,392		12,237		13,629		3,639		9,990			7,057
Standart Woods Apartments		2,497		780		7,882		8,662		2,079		6,583			5,301
Steeplechase		720		6,399		6,700		13,099		331		12,768			9,425
Steeplechase		737		2,022		9,923		11,945		1,657		10,289			8,139
Steeplechase (MD)		1,792		3,840		16,098		19,938		668		19,270			11,745
Sterling Apartment Homes, the		55,723		5,068		94,033		99,101		14,161		84,940			22,247
Stirling Court Apartments		1,965		977		7,892		8,869		3,932		4,938			4,411
Stone Creek Club		2,694		12,330		11,015		23,345		436		22,909			11,887
Stone Hollow Apartments For The Seasons		3,491		982		9,231		10,214		1,960		8,253			4,258
Stone Mountain West		2,993		923		7,506		8,429		1,645		6,784			4,917
Stone Point Village		4,249		1,810		12,839		14,649		3,908		10,740			6,003
Stonebrook		230		1,583		10,072		11,654		1,980		9,674			7,260
Stonebrook II		9,015		488		9,015		9,503		40		9,463			—
Stonegate Village		172		230		952		1,183		53		1,130			387
Stoney Brook Apartments		1,101		829		4,722		5,551		1,091		4,460			2,561
Stonybrook		1,296		2,167		13,594		15,761		3,119		12,642			5,598
Stratford, The (TX)		1,061		1,920		11,941		13,861		2,771		11,090			5,505
Strawbridge Square		1,666		706		5,809		6,514		2,349		4,165			3,107
Summerchase		1,551		81		2,602		2,683		1,929		754			588
Summerwalk		4,374		1,344		11,671		13,015		2,884		10,131			4,784

F-49


							Initial Cost
	(1)
	Date		Year		Number of				Buildings and
Property Name	Acquired	Location	Built		Units		Land		Improvements

Summit Creek	May-98	Austin, TX		1985		164		611		3,464
Sun Grove	Jul-94	Peoria, AZ		1986		86		659		3,749
Sun Katcher	Dec-95	Jacksonville, FL		1972		361		785		3,442
Sun Lake	May-98	Lake Mary, FL		1986		600		4,556		25,819
Sun River Village	Dec-99	Tempe, AZ		1981		334		1,825		9,944
Sunbury Downs Apartments	Nov-96	Houston, TX		1982		240		565		4,380
Sunchase Of Clearwater	Nov-94	Clearwater, FL		1985		461		2,177		19,641
Sunchase Of Orlando East	Nov-94	Orlando, FL		1985		296		927		8,361
Sunchase Of Orlando North	Nov-94	Orlando, FL		1985		324		1,013		9,142
Sunchase Of Tampa	Nov-94	Tampa, FL		1985		216		757		6,831
Sundown Village	Mar-98	Tucson, AZ		1984/1994		330		2,214		12,582
Sunlake	Sep-98	Brandon, FL		1986		88		189		1,086
Sunrise V Apartments	Jun-00	Richmond, VA		1976		229		1,587		4,630
Sunrunner	Mar-00	St. Petersburg, FL		1980		200		1,203		4,410
Sunset Village	Jul-98	Oceanside, CA		1987		114		1,128		6,392
Sunstone	Oct-00	Chapel Hill, NC		1985		260		6,017		8,107
Surrey Oaks	Oct-97	Bedford, TX		1983		152		628		3,560
Swiss Village Apartments	Nov-96	Houston, TX		1972		360		1,011		11,310
Sycamore Creek	Jun-00	Cincinnati, OH		1978		295		1,830		7,105
Taj Mahal / Embassy West	Mar-00	Fort Worth, TX		1958		131		155		841
Tall Timbers Apartments	Oct-97	Houston, TX		1982		256		1,238		7,016
Tamarac Village	Jun-00	Denver, CO		1979		564		3,254		15,563
Tar River Estates	Dec-99	Greenville, NC		1969		389		1,246		7,712
Tates Creek Village	Dec-99	Lexington, KY		1970		204		674		6,102
Tatum Gardens	May-98	Phoenix, AZ		1985		128		653		3,699
Thicket, the	Mar-00	Houston, TX		1982		279		392		2,700
Timber Ridge	Dec-99	Sharonville, OH		1972		248		1,537		5,706
Timbermill	Oct-95	San Antonio, TX		1982		296		778		4,674
Timbertree	Oct-97	Phoenix, AZ		1980		387		2,334		13,229
Torrey Pines Village	Dec-99	Las Vegas, NV		1980		204		1,332		5,031
Township At Highlands	Nov-96	Littleton, CO		1986		161		1,058		11,166
Trails Of Ashford	May-98	Houston, TX		1979		514		2,650		15,018
Treehouse II Apartments	Mar-00	College Station, TX		1982		156		701		3,828
Treetops	Mar-01	San Bruno, CA		1987		308		4,312		52,421
Trinity Apartments	Mar-00	Irving, TX		1985		496		3,669		15,344
Tropical Gardens	Mar-00	Lauderdale Lake, FL		1983		245		1,335		7,166
Twin Lake Towers	Dec-99	Westmont, IL		1969		399		2,436		14,563
Twin Lakes Apartments	Jun-00	Palm Harbor, FL		1986		262		2,180		4,393
Valencia Isles I	Jul-99	Miami, FL		1988		504		2,815		16,193
Valencia Isles II	Jul-99	Miami, FL		1986		352		2,560		14,660
Villa La Paz	Jun-98	Sun City, CA		1990		96		573		3,096
Villa Ladera	Jan-96	Albuquerque, NM		1985		281		2,235		10,065
Villa Nova Apartments	Jun-00	Indianapolis, IN		1972		126		394		2,777
Villa Serena	Dec-00	Chino, CA		1987		186		949		5,033
Village Creek At Brookhill	Jul-94	Westminster, CO		1987		324		2,446		13,901
Village Crossing	May-98	W. Palm Beach, FL		1986		189		1,618		9,167
Village East	Sep-00	Colorado Springs, CO		1972		137		1,059		3,627
Village Gardens	Dec-99	Fort Collins, CO		1973		141		1,136		3,502
Village Green	Dec-99	Montgomery, AL		1972		337		1,767		5,452
Village Green (AL)	Dec-97	Mobile, AL		1973		208		310		201
Village In The Woods	Mar-00	Cypress, TX		1983		530		2,107		16,817
Village Of Pennbrook	Oct-98	Levitown, PA		1970		722		5,533		31,345
Village, the	Mar-00	Barndon, FL		1986		112		960		4,093
Villas (VA)	Mar-00	Portsmouth, VA		1977		196		669		3,937
Villas At Little Turtle	Oct-00	Westerville, OH		1985		160		1,360		3,812
Vinings Peak	Mar-00	Atlanta, GA		1980		280		1,582		11,402
Vista Del Lagos	Nov-97	Chandler, AZ		1986		200		1,415		7,494
Vista Ventana	May-98	Phoenix, AZ		1982		275		1,908		10,810
Walden Village	May-99	Clarkston, GA		1972		372		—		14,545
Walnut Springs	Dec-96	San Antonio, TX		1983		224		998		5,657
Warner Center	Dec-01	Woodland Hills, CA		1987		1279		44,245		137,434
Warwick	Mar-00	Abilene, TX		1984		152		779		4,433
Waterford Apartments, the	Nov-96	Houston, TX		1984		312		533		5,692
Waterways Village	Jun-97	Aventura, FL		1991		180		4,504		11,702
Weatherly	Oct-98	Stone Mountain, GA		1984		224		1,275		6,887

[Additional columns below]

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


			December 31, 2001
	Cost
	Capitalized										Total Cost Net of
	Subsequent to				Building and				Accumulated		Accumulated
Property Name	Acquisition		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances

Summit Creek		3,249		1,153		6,171		7,324		1,846		5,478		3,418
Sun Grove		318		659		4,066		4,726		1,008		3,718		—
Sun Katcher		6,293		785		9,735		10,520		1,804		8,716		8,227
Sun Lake		2,062		4,556		27,881		32,437		6,084		26,353		14,409
Sun River Village		4,799		1,825		14,744		16,569		4,144		12,425		9,889
Sunbury Downs Apartments		2,927		517		7,355		7,872		1,863		6,009		5,057
Sunchase Of Clearwater		2,803		2,177		22,444		24,621		6,365		18,256		15,430
Sunchase Of Orlando East		1,204		927		9,566		10,492		2,718		7,774		8,098
Sunchase Of Orlando North		1,477		1,013		10,619		11,632		3,038		8,595		10,861
Sunchase Of Tampa		1,284		757		8,115		8,872		2,428		6,445		6,492
Sundown Village		819		2,214		13,401		15,615		2,209		13,406		9,663
Sunlake		4,002		632		4,645		5,277		1,452		3,825		2,622
Sunrise V Apartments		3,815		824		9,208		10,032		3,403		6,629		6,255
Sunrunner		2,991		571		8,033		8,604		2,775		5,829		4,623
Sunset Village		590		1,128		6,982		8,110		1,024		7,086		5,381
Sunstone		1,494		6,017		9,601		15,618		399		15,220		11,857
Surrey Oaks		775		628		4,335		4,963		645		4,318		2,096
Swiss Village Apartments		1,796		992		13,125		14,117		5,631		8,485		7,224
Sycamore Creek		6,108		1,424		13,619		15,044		4,261		10,782		8,161
Taj Mahal / Embassy West		519		173		1,343		1,516		614		902		288
Tall Timbers Apartments		634		1,238		7,650		8,888		1,418		7,471		3,735
Tamarac Village		6,369		3,254		21,932		25,187		5,265		19,921		20,807
Tar River Estates		7,047		1,246		14,759		16,004		2,560		13,445		5,200
Tates Creek Village		95		674		6,197		6,871		3,954		2,917		4,117
Tatum Gardens		3,150		1,117		6,385		7,502		1,820		5,682		3,323
Thicket, the		756		442		3,406		3,849		874		2,974		1,104
Timber Ridge		1,799		1,067		7,975		9,042		1,282		7,760		5,028
Timbermill		1,214		778		5,888		6,666		1,569		5,097		3,278
Timbertree		1,257		2,334		14,485		16,820		2,618		14,202		7,178
Torrey Pines Village		2,330		880		7,813		8,692		2,251		6,441		4,648
Township At Highlands		11,147		836		22,534		23,371		4,356		19,015		8,756
Trails Of Ashford		1,206		2,650		16,224		18,874		3,637		15,237		8,380
Treehouse II Apartments		271		632		4,168		4,800		728		4,072		1,993
Treetops		2,621		4,312		55,042		59,355		2,465		56,890		34,579
Trinity Apartments		3,452		3,669		18,796		22,465		7,183		15,282		7,895
Tropical Gardens		2,054		1,330		9,225		10,555		2,732		7,823		5,802
Twin Lake Towers		8,402		2,436		22,964		25,400		7,162		18,238		10,513
Twin Lakes Apartments		11,050		2,324		15,299		17,624		2,795		14,829		7,085
Valencia Isles I		1,614		2,815		17,808		20,623		2,636		17,987		13,213
Valencia Isles II		1,269		2,560		15,929		18,490		2,343		16,147		12,765
Villa La Paz		377		573		3,472		4,046		533		3,512		3,217
Villa Ladera		1,566		2,235		11,631		13,866		2,965		10,902		4,996
Villa Nova Apartments		148		394		2,925		3,319		1,262		2,057		2,134
Villa Serena		1,096		923		6,156		7,079		1,972		5,106		4,693
Village Creek At Brookhill		1,503		2,446		15,404		17,850		4,502		13,348		—
Village Crossing		1,480		1,618		10,646		12,264		2,224		10,040		7,000
Village East		2,191		835		6,042		6,876		2,133		4,743		2,150
Village Gardens		2,441		845		6,234		7,079		1,650		5,429		4,422
Village Green		4,933		1,309		10,843		12,152		3,420		8,732		6,737
Village Green (AL)		4,964		310		5,165		5,475		2,316		3,159		2,221
Village In The Woods		2,558		2,107		19,375		21,481		5,983		15,499		13,955
Village Of Pennbrook		27,036		1,984		61,931		63,914		21,990		41,924		30,224
Village, the		1,365		553		5,865		6,418		1,393		5,025		1,827
Villas (VA)		1,014		701		4,919		5,621		1,297		4,324		2,814
Villas At Little Turtle		1,065		1,360		4,877		6,237		234		6,003		5,879
Vinings Peak		5,634		1,582		17,036		18,619		5,534		13,085		8,087
Vista Del Lagos		315		1,415		7,809		9,224		3,286		5,938		4,553
Vista Ventana		1,078		1,908		11,889		13,796		2,503		11,293		5,920
Walden Village		384		—		14,929		14,929		2,127		12,802		10,476
Walnut Springs		546		998		6,202		7,200		3,008		4,193		3,938
Warner Center		—		44,245		137,434		181,679		20,844		160,835		122,226
Warwick		195		700		4,707		5,407		770		4,637		2,182
Waterford Apartments, the		1,375		270		7,330		7,600		2,641		4,959		5,259
Waterways Village		800		4,504		12,502		17,006		2,544		14,462		11,151
Weatherly		1,260		1,275		8,147		9,422		1,142		8,280		4,526

F-50


							Initial Cost
	(1)
	Date		Year		Number of				Buildings and
Property Name	Acquired	Location	Built		Units		Land		Improvements

Wellspring	Dec-97	Columbia, SC		1985		232		564		9,114
West 135th Street	Aug-98	New York, NY		1979		198		1,195		14,969
West Lake Arms Apartments	Dec-99	Indianapolis, IN		1977		1381		3,989		22,697
West Woods	Dec-00	Anappolis, MD		1981		57		1,619		1,838
Westgate	Dec-99	Houston, TX		1971		313		1,998		8,933
Westway Village Apartments	May-98	Houston, TX		1979		326		980		5,554
Whispering Pines	Oct-98	Madison, WI		1986		136		719		4,046
Wickertree	Oct-97	Phoenix, AZ		1983		226		1,225		6,944
Wildflower	Oct-97	Midland, TX		1982		264		705		3,996
Williams Cove	Jul-94	Irving, TX		1984		260		1,227		6,972
Williamsburg	May-98	Rolling Meadows, IL		1985		329		2,717		15,398
Williamsburg Apts	Dec-99	Indianapolis, IN		1974		460		2,396		8,923
Williamsburg Manor	Jun-00	Cary, NC		1972		183		1,789		7,451
Williamsburg On The Wabash	Dec-99	West Lafayette, IN		1967		473		3,225		17,569
Willow Park On Lake Adelaide	Dec-99	Altamonte Springs, FL		1972		185		1,135		5,501
Willow Tree Apartments	Mar-00	Baytown, TX		1983		100		309		1,810
Willowick	Dec-99	Greenville, SC		1974		180		792		2,698
Winchester Village Apartments	Dec-99	Indianapolis, IN		1966		96		14		1,467
Winddrift (IN)	Dec-00	Indianapolis, IN		1980		166		1,308		4,429
Windgate Place	May-99	Charlotte, NC		1972		196		—		7,334
Windridge	May-98	San Antonio, TX		1983		276		1,480		8,386
Windrift (CA)	Mar-01	Oceanside, CA		1987		404		23,650		16,327
Windrift (FL)	Dec-00	Orlando, FL		1987		288		3,425		7,622
Windsong At Chambrel	Oct-00	Akron, OH		1987		83		369		3,625
Windsor At South Square	Dec-99	Durham, NC		1972		230		1,632		5,122
Windsor Crossing	Mar-00	Newport News, VA		1978		156		654		2,831
Windsor Hills	Dec-99	Blacksburg, VA		1970		300		1,952		6,946
Windsor Landing	Oct-97	Morrow, GA		1991		200		1,641		9,298
Windsor Park	Mar-01	Woodbridge, VA		1987		220		4,318		14,457
Windward At The Villages	Oct-97	W. Palm Beach, FL		1988		196		1,595		9,037
Wood Lake	Mar-00	Atlanta, GA		1983		220		1,158		9,863
Woodcrest	Dec-97	Odessa, TX		1972		80		41		2,069
Woodfield Gardens	May-99	Charlotte, NC		1974		132		—		3,833
Woodhaven	Jun-00	Chesapeake, VA		1968		208		1,196		4,987
Woodhill	Dec-96	Denton, TX		1984		352		1,554		8,805
Woodhollow	Oct-97	Austin, TX		1974		108		658		3,728
Woodland Ridge	Dec-96	Irving, TX		1984		130		595		3,373
Woodland Village I	Dec-99	Columbia, SC		1970		308		2,078		6,861
Woodlands (MI)	Dec-99	Battle Creek, MI		1987		76		496		3,513
Woodlands Odessa	Jul-94	Odessa, TX		1982		232		676		3,835
Woodlands Of Tyler	Jul-94	Tyler, TX		1984		256		1,029		5,845
Woodmere	Jun-00	Cincinnati, OH		1971		150		995		2,995
Woods Of Inverness	Dec-99	Houston, TX		1983		272		1,897		6,906
Woodshire	Mar-00	Virginia Beach, VA		1972		288		1,306		7,833
Wyckford Commons	Jun-00	Indianapolis, IN		1973		248		1,167		5,475
Wyntre Brook Apartments	Dec-99	West Chester, PA		1976		212		1,257		7,106
Yorktown II Apartments	Oct-98	Lombard, IL		1973		368		4,029		12,002
Yorktree	Oct-97	Carolstream, IL		1972		293		1,968		11,151

						157,256	$	1,270,054	$	5,331,896

[Additional columns below]

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


			December 31, 2001
	Cost
	Capitalized										Total Cost Net of
	Subsequent to				Building and				Accumulated		Accumulated
Property Name	Acquisition		Land		Improvements		Total		Depreciation		Depreciation		Encumbrances

Wellspring		168		564		9,282		9,846		4,304		5,542		5,072
West 135th Street		1,652		1,131		16,684		17,816		5,712		12,104		3,425
West Lake Arms Apartments		7,546		3,445		30,788		34,233		8,161		26,072		14,755
West Woods		23		1,618		1,860		3,479		98		3,380		1,896
Westgate		5,419		2,430		13,920		16,351		2,707		13,644		8,184
Westway Village Apartments		4,494		2,457		8,571		11,028		2,743		8,284		4,699
Whispering Pines		593		934		4,424		5,358		649		4,710		4,037
Wickertree		576		1,225		7,520		8,745		1,383		7,362		3,773
Wildflower		1,217		705		5,212		5,918		1,012		4,906		1,890
Williams Cove		1,072		1,227		8,044		9,271		2,397		6,875		5,333
Williamsburg		1,588		2,717		16,986		19,703		3,677		16,026		11,765
Williamsburg Apts		7,698		1,639		17,378		19,017		7,211		11,806		9,000
Williamsburg Manor		620		1,400		8,460		9,860		1,848		8,012		4,150
Williamsburg On The Wabash		1,151		2,968		18,977		21,945		1,383		20,562		11,926
Willow Park On Lake Adelaide		2,510		905		8,240		9,145		2,986		6,159		3,832
Willow Tree Apartments		273		302		2,089		2,392		443		1,948		1,062
Willowick		2,090		518		5,062		5,580		1,747		3,834		3,044
Winchester Village Apartments		954		101		2,333		2,434		23		2,411		—
Winddrift (IN)		80		1,308		4,509		5,817		226		5,591		4,862
Windgate Place		116		—		7,450		7,450		1,062		6,387		5,364
Windridge		810		1,480		9,196		10,676		2,088		8,588		5,785
Windrift (CA)		1,972		23,650		18,299		41,949		781		41,169		28,949
Windrift (FL)		1,211		3,426		8,833		12,259		468		11,791		8,019
Windsong At Chambrel		398		369		4,023		4,392		712		3,680		—
Windsor At South Square		1,215		1,001		6,967		7,969		1,052		6,917		1,965
Windsor Crossing		1,202		632		4,055		4,687		1,232		3,455		3,695
Windsor Hills		3,969		1,584		11,285		12,868		2,736		10,133		6,695
Windsor Landing		588		1,642		9,885		11,527		1,806		9,721		4,962
Windsor Park		1,267		4,319		15,723		20,042		686		19,356		13,757
Windward At The Villages		1,216		1,595		10,254		11,848		1,849		9,999		3,947
Wood Lake		4,511		1,158		14,373		15,531		4,840		10,692		6,963
Woodcrest		1,920		41		3,989		4,030		1,046		2,984		574
Woodfield Gardens		19		—		3,852		3,852		564		3,288		2,715
Woodhaven		1,825		698		7,310		8,008		2,016		5,993		3,654
Woodhill		1,665		1,554		10,470		12,024		2,098		9,927		9,398
Woodhollow		574		658		4,302		4,960		798		4,162		1,906
Woodland Ridge		481		595		3,853		4,448		845		3,604		3,135
Woodland Village I		5,534		1,460		13,013		14,472		3,525		10,947		8,004
Woodlands (MI)		175		740		3,444		4,185		303		3,881		1,964
Woodlands Odessa		1,074		676		4,909		5,585		1,667		3,918		—
Woodlands Of Tyler		1,022		1,029		6,867		7,896		1,668		6,228		4,743
Woodmere		2,407		499		5,899		6,398		1,443		4,955		2,626
Woods Of Inverness		5,354		2,031		12,126		14,157		3,658		10,499		4,925
Woodshire		1,899		1,323		9,714		11,037		2,222		8,816		8,190
Wyckford Commons		560		580		6,622		7,202		420		6,782		4,500
Wyntre Brook Apartments		9,200		1,295		16,268		17,563		3,437		14,127		6,494
Yorktown II Apartments		5,418		2,055		19,395		21,450		4,647		16,803		17,831
Yorktree		1,756		1,967		12,909		14,875		1,974		12,901		6,045

	$	1,813,671	$	1,245,758	$	7,169,862	$	8,415,620	$	1,619,765	$	6,795,855	$	4,547,342

(1)

Date the Company acquired the property or first consolidated the partnership.

F-51

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2001, 2000 and 1999
(In Thousands)


			2001			2000			1999

Real Estate
	Balance at beginning of year		$	7,012,452		$	4,512,697		$	2,829,902
	Additions during the year:
		Newly consolidated assets		1,270,174			1,653,886			1,101,134
		Acquisitions		40,069			739,005			462,891
		Additions		300,956			270,779			177,245
		Sales/transfers		(208,031	)		(163,915	)		(58,475	)

	Balance at end of year		$	8,415,620		$	7,012,452		$	4,512,697

Accumulated Depreciation
	Balance at beginning of year		$	913,263		$	416,497		$	228,880
	Additions during the year:
		Depreciation		345,649			298,946			131,753
		Newly consolidated assets		399,372			217,621			59,628
		Sales/transfers		(38,519	)		(19,801	)		(3,764	)

	Balance at end of year		$	1,619,765		$	913,263		$	416,497

F-52

INDEX TO EXHIBITS


EXHIBIT NO.		DESCRIPTION

2.1		Acquisition Agreement, dated as of June 28, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers (Exhibit 2.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, is incorporated herein by this reference)
2.2		Agreement and Plan of Merger, dated as of November 29, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/OTEF, LLC and Oxford Tax Exempt Fund II Limited Partnership (Annex A to AIMCO’s Registration Statement on Form S-4 filed December 1, 2000, is incorporated herein by this reference)
2.3		Agreement and Plan of Merger, dated as of December 3, 2001, by and among Apartment Investment and Management Company, Casden Properties, Inc. and XYZ Holdings LLC (Exhibit 2.1 to AIMCO’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)
3.1		Charter
3.2		Bylaws (Exhibit 3.2 to AIMCO’s Annual Report on Form 10-K for the fiscal year 1999, 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)


EXHIBIT NO.		DESCRIPTION

10.5		Fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 1999 (Exhibit 10.2 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)

10.6		Fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.3 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is incorporated herein by this reference)

10.7		Sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999, is incorporated herein by this reference)

10.8		Seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as September 27, 1999 (Exhibit 10.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999, is incorporated herein by this reference)

10.9		Eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 14, 1999 (Exhibit 10.9 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)

10.10		Ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.10 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated hereby by reference)

10.11		Tenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.11 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)

10.12		Eleventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of January 13, 2000 (Exhibit 10.12 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference)

10.13		Twelfth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 19, 2000 (Exhibit 10.2 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000, is incorporated herein by this reference)

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)


EXHIBIT NO.		DESCRIPTION

10.17		Sixteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.3 to 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 hereby by this reference)
10.20		Nineteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 28, 2001 (Exhibit 10.20 to AIMCO’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)
10.21		Twentieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 19, 2001 (Exhibit 10.21 to AIMCO’s Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by this reference)
10.22		Twenty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 10, 2001 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
10.23		Twenty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of June 20, 2001 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
10.24		Twenty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 20, 2001 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
10.25		Twenty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 1, 2001 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
10.26		Twenty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.5 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
10.27		Twenty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.6 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended June 30, 2001, is incorporated herein by this reference)
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)


EXHIBIT NO.		DESCRIPTION

10.29		Fourth Amended and Restated Credit Agreement (“BofA Credit Agreement”) among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company, Bank of America, N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto, dated as of March 11, 2002
10.30		Payment Guaranty (Revolver Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Bank of America, N.A. and the lenders party to the BofA Credit Agreement
10.31		Payment Guaranty (Casden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Bank of America, N.A. and the lenders party to the BofA Credit Agreement
10.32		Interim Credit Agreement (“Lehman Credit Agreement”) among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company, Lehman Commercial Paper, Inc., and the other financial institutions party thereto, dated as of March 11, 2002
10.33		Payment Guaranty (Casden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Lehman Commercial Paper, Inc. and the lenders party to the Lehman Credit Agreement
10.34		Payment Guaranty (NonCasden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Lehman Commercial Paper, Inc. and the lenders party to the Lehman Credit Agreement
10.35		Consent and Voting Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, certain stockholders of Casden Properties, Inc., and Casden Park, La Brea, Inc., set forth on the signature pages thereto (Exhibit 2.2 to AIMCO’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)
10.36		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)
10.37		Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to AIMCO’s Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)
10.38		Employment Contract, executed on July 29, 1994, by and between AIMCO Properties, L.P., and Peter Kompaniez (Exhibit 10.44A to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by this reference)*
10.39		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)*
10.40		Apartment Investment and Management Company 1998 Incentive Compensation Plan (Annex B to AIMCO’s Proxy Statement for Annual Meeting of Stockholders to be held on May 8, 1998, is incorporated herein by this reference)*
10.41		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)*
10.42		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)*


EXHIBIT NO.		DESCRIPTION

10.43		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)*
10.44		Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan, adopted August 29, 1996 (Exhibit 10.8 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996, is incorporated herein by this reference)*
10.45		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)*
10.46		The 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries (Exhibit 10.40 to Annual Report on Form 10-K of Ambassador Apartments, Inc. for the year ended December 31, 1997, is incorporated herein by this reference)*
10.47		Amendment to the 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.41 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference)*
10.48		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)*
10.49		Insignia 1992 Stock Incentive Plan, as amended through March 28, 1994 and November 13, 1995 (Exhibit 10.1 to Insignia Financial Group, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this reference)*
10.50		NHP Incorporated 1990 Stock Option Plan (Exhibit 10.9 to NHP Incorporated Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by this reference)*
10.51		NHP Incorporated 1995 Incentive Stock Option Plan (Exhibit 10.10 to NHP Incorporated Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by this reference)*
10.52		Summary of Agreement for Sale of Stock to Executive Officers (Exhibit 10.104 to AIMCO’s Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by this reference)*
21.1		List of Subsidiaries
23.1		Consent of Ernst & Young LLP
99.1		Agreement re: disclosure of long-term debt instruments