e10vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark one)


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

For the fiscal year ended December 31, 2007


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

For the transition period from to

Commission File Number 0-24497

AIMCO Properties, L.P.

(Exact name of registrant as specified in its charter)


Delaware		84-1275621
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

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

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


Title of Each Class		Name of Each Exchange on Which Registered

Not Applicable		Not Applicable

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

Partnership Common Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

As of February 25, 2008, there were 99,023,557 Partnership Common Units outstanding.

Documents Incorporated by Reference

Portions of Apartment Investment and Management Company’s definitive proxy statement to be issued in conjunction with Apartment Investment and Management Company’s annual meeting of stockholders to be held April 28, 2008, are incorporated by reference into Part III of this Annual Report.

FORWARD-LOOKING STATEMENTS

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 contains or may contain information that is forward-looking, including, without limitation, statements regarding the effect of acquisitions and redevelopments, our future financial performance, including our ability to maintain current or meet projected occupancy, rent levels and same store results, and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and, in addition, will be affected by a variety of risks and factors that are beyond our control including, without limitation: natural disasters such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect us and interpretations of those regulations; the competitive environment in which we operate; financing risks, including the risk that our cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risks; acquisition and development risks, including failure of such acquisitions to perform in accordance with projections; the timing of acquisitions and dispositions; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us. In addition, Aimco’s current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code and depends on our ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distribution levels and diversity of stock ownership. Readers should carefully review our financial statements and the notes thereto, as well as the section entitled “Risk Factors” described in Item 1A of this Annual Report and the other documents we file from time to time with the Securities and Exchange Commission.

PART I

Item 1. Business

The Company

AIMCO Properties, L.P., a Delaware limited partnership, or the Partnership, and together with its consolidated subsidiaries, the Company, was formed on May 16, 1994, to engage in the acquisition, ownership, management and redevelopment of apartment properties. Our securities include Partnership Common Units, or common OP Units, Partnership Preferred Units, or preferred OP Units, and High Performance Partnership Units, or High Performance Units, which are collectively referred to as OP Units. Apartment Investment and Management Company, or Aimco, is the owner of our general partner, AIMCO-GP, Inc., or the General Partner, and special limited partner, AIMCO-LP, Inc., or the Special Limited Partner. The General Partner and Special Limited Partner hold common OP Units and are the primary holders of outstanding preferred OP Units. Limited Partners refers to individuals or entities that are our limited partners, other than Aimco, the General Partner or the Special Limited Partner, and own common OP Units or preferred OP Units. Generally, after holding the common OP Units for one year, the Limited Partners have the right to redeem their common OP Units for cash, subject to our prior right to acquire some or all of the common OP Units tendered for redemption in exchange for shares of Aimco Class A Common Stock. Common OP Units redeemed for Aimco Class A Common Stock are generally on a one-for-one basis (subject to antidilution adjustments). Preferred OP Units and High Performance Units may or may not be redeemable based on their respective terms, as provided for in the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. as amended, or the Partnership Agreement.

We, through our operating divisions and subsidiaries, hold substantially all of Aimco’s assets and manage the daily operations of Aimco’s business and assets. Aimco is required to contribute all proceeds from offerings of its securities to us. In addition, substantially all of Aimco’s assets must be owned through the Partnership; therefore, Aimco is generally required to contribute all assets acquired to us. In exchange for the contribution of offering proceeds or assets, Aimco receives additional interests in us with similar terms (e.g., if Aimco contributes proceeds of a preferred stock offering, Aimco (through the General Partner and Special Limited Partner) receives preferred OP Units with terms substantially similar to the preferred securities issued by Aimco).

As of December 31, 2007, we owned or managed a real estate portfolio of 1,169 apartment properties containing 203,040 apartment units located in 46 states, the District of Columbia and Puerto Rico. Our portfolio includes garden style, mid-rise and high-rise properties.

We own an equity interest in, and consolidate the majority of, the properties in our owned real estate portfolio. These properties represent the consolidated real estate holdings in our financial statements, which we refer to as consolidated properties. In addition, we have an equity interest in, but do not consolidate for financial statement purposes, certain properties that are accounted for under the equity or cost methods. These properties represent our investment in unconsolidated real estate partnerships in our financial statements, which we refer to as unconsolidated properties. Additionally, we provide property management and asset management services to certain properties, and in certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or other fund. Our equity holdings and managed properties are as follows as of December 31, 2007:


	Total Portfolio
	Properties		Units
Consolidated properties		657		153,758
Unconsolidated properties		94		10,878
Property management		36		3,228
Asset management		382		35,176

Total		1,169		203,040

At December 31, 2007, we had outstanding 100,099,426 common OP Units, 28,203,277 preferred OP Units and 2,379,084 High Performance Units (see Note 11 to the consolidated financial statements in Item 8).

Since Aimco’s initial public offering in July 1994, we have completed numerous transactions, including purchases of properties and interests in entities that own or manage properties, expanding our portfolio of owned or managed properties from 132 properties with 29,343 apartment units to a peak of over 2,100 properties with 379,000 apartment units. As of December 31, 2007, our portfolio of owned and/or managed properties consists of 1,169 properties with 203,040 apartment units.

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

Available Information

We do not maintain a website; however, Aimco does, and it makes all of its filings with the Securities and Exchange Commission available free of charge as soon as reasonably practicable through its website at www.aimco.com. The information contained on Aimco’s website is not incorporated into this Annual Report. We will furnish copies of the Partnership’s filings free of charge upon written request to Aimco’s corporate secretary.

Financial Information About Industry Segments

We operate in two reportable segments: real estate (owning, operating and redeveloping apartments) and asset management (providing asset management and investment services). For further information on these segments, see Note 16 of the consolidated financial statements in Item 8, and Management’s Discussion and Analysis in Item 7.

Business Overview

Our principal financial objective is to increase long-term OP unitholder value per unit, as measured by Economic Income, which consists of cash distributions and changes in Net Asset Value, or NAV, which is the estimated fair value of our assets, net of debt.

We strive to meet our objectives through:

	•		property operations – using scale and technology to increase the effectiveness and efficiency of attracting and retaining apartment residents;

	•		redevelopment of properties – making substantial upgrades to the physical plant and, sometimes, to the services offered to residents;

	•		portfolio management – allocating capital among geographic markets and apartment property types such as Class A, Class B, Class C with redevelopment potential, and affordable;

	•		earning fee income from providing asset management services such as property management, financial management, accounting, investor reporting, property debt financings, tax credit syndication, redevelopment and construction management;

	•		managing our cost of capital by using leverage that is largely long-term, laddered in maturity, non-recourse and property specific; and

	•		managing our general and administrative costs through increasing productivity.

Our business is organized around three core activities: Property Operations, Redevelopment, and Asset Management. These three core activities, along with our financial strategy, are described in more detail below.

Property Operations

Our portfolio is comprised of two business components: conventional and affordable. Our conventional operations, which are market-rate apartments with rents paid by the resident, include 439 properties with 127,532 units. Our affordable operations consist of 312 properties with 37,104 units, with rents that are generally paid, in whole or in part, by a government agency.

We operate a broad range of property types, from suburban garden-style to urban high-rise properties in 46 states, the District of Columbia and Puerto Rico at a broad range of average monthly rental rates, with most between $700 and $1,000 per month, and reaching as high as $6,750 per month at some of our premier properties. This diversification insulates us, to some degree, from inevitable downturns in any one market.

Conventional

Our conventional operations currently are organized into four divisions and are further divided into 17 regional operating centers, or ROCs. A Regional Vice President, or RVP, supervises each ROC. To manage our nationwide portfolio more efficiently and to increase the benefits from our local management expertise, we have given direct responsibility for operations to the RVP with regular reviews with senior management. To enable the RVPs to focus on sales and service, as well as to improve financial control and budgeting, we have dedicated a regional financial officer to support each RVP. In addition, with the exception of routine maintenance, our specialized Construction Services group manages all on-site improvements, thus reducing the need for RVPs to spend time on oversight of construction projects. We seek to improve our corporate-level oversight of conventional property operations by developing better systems, standardizing business goals, operational measurements and internal reporting, and enhancing financial controls over field operations. Our objectives are to focus on the areas discussed below:

	•		Customer Service. Our operating culture is focused on our residents. Our goal is to provide our residents with consistent service in clean, safe and attractive communities. We evaluate our performance through a customer satisfaction tracking system. In addition, we emphasize the quality of our on-site employees through recruiting, training and retention programs, which we believe contributes to improved customer service and leads to increased occupancy rates and enhanced operational performance.

	•		Resident Selection and Retention. In apartment properties, neighbors are a meaningful part of the product, together with the location of the property and the physical quality of the apartment units. Part of our conventional operations strategy is to focus on resident acquisition and retention — attracting and retaining credit-worthy residents who are good neighbors. We have structured goals and coaching for all of our sales personnel, a tracking system for inquiries and a standardized renewal communication program. We have standardized residential financial stability requirements and have policies and monitoring practices to maintain our resident quality.

	•		Revenue Increases. We seek to increase revenue by optimizing the balance between rental and occupancy rates. We are also focused on the automation of on-site operations, as we believe that timely and accurate collection of property performance and resident profile data will enable us to maximize revenue through better property management and leasing decisions. We have standardized policies for new and renewal

pricing with timely data and analyses by floor-plan, thereby enabling us to maximize our ability to modify pricing, even in challenging sub-markets.

	•		Controlling Expenses. Cost controls are accomplished by local focus at the ROC level and by taking advantage of economies of scale at the corporate level. As a result of the size of our portfolio and our regional concentrations of properties, we have the ability to spread over a large property base fixed costs for general and administrative expenditures and certain operating functions, such as purchasing, insurance and information technology.

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

Affordable

We are among the largest owners and operators of affordable properties in the United States. Affordable housing properties are generally those properties for which all or a portion of the rent is paid by the United States Department of Housing and Urban Development, or HUD, and sometimes by state housing agencies. Affordable properties tend to have stable rents and occupancy due to government rent payments and thus are much less affected by market fluctuations.

Capital Replacements and Capital Improvements

We believe that the physical condition and amenities of our apartment properties are important factors in our ability to maintain and increase rental rates. In 2007, we spent $102.6 million, or $772 per owned apartment unit, for Capital Replacements, which represent the share of expenditures that are deemed to replace the consumed portion of acquired capital assets. Additionally, we spent $123.7 million for Capital Improvements, which are non-redevelopment capital expenditures that are made to enhance the value, profitability or useful life of an asset from its original purchase condition.

Redevelopment

In addition to maintenance and improvements of our properties, we focus on the redevelopment of certain properties each year. We believe redevelopment of certain properties in superior locations provides advantages over ground-up development, enabling us to generate rents comparable to new properties with lower financial risk, in less time and with reduced delays associated with governmental permits and authorizations. Redevelopment work also includes seeking entitlements from local governments, which enhance the value of our existing portfolio by increasing density, that is, the right to add by adding residential units to a site. We undertake a range of redevelopment projects: from those in which a substantial number of all available units are vacated for significant renovations to the property, to those in which there is significant renovation, such as exteriors, common areas or unit improvements, typically done upon lease expirations without the need to vacate units on any wholesale or substantial basis. We have specialized Redevelopment and Construction Services groups, which include engineers, architects and construction managers, to oversee these projects.

Our share of 2007 redevelopment expenditures on active and completed projects totaled $290.9 million and $61.9 million in conventional and affordable redevelopment projects, respectively. During 2007, we completed redevelopment projects at 16 conventional properties and one affordable property. We also delivered approximately 4,900 conventional and 1,200 affordable redeveloped units, respectively, some of which are part of redevelopment projects completed in 2007 and some of which are part of ongoing projects. As of December 31, 2007, we had 48 conventional and 11 affordable redevelopment projects at various stages of completion as follows:


			Remaining
			Estimated
			Expenditures
	Properties		(millions)

Conventional redevelopment projects		48	$	357.5
Affordable redevelopment projects		11		64.9

Total active redevelopment projects		59	$	422.4

In 2008, we expect to invest between $250.0 and $300.0 million in conventional redevelopment projects and we expect to invest approximately $72.0 million in affordable redevelopment projects, predominantly funded by third-party tax credit equity.

Asset Management

Asset management includes activities related to our owned portfolio of properties as well as services provided to affiliated partnerships. Within our owned portfolio, these activities include strategic capital allocation decisions and portfolio management activities, that is, transactions to buy, sell or modify our ownership interest in properties, including through the use of partnerships and joint ventures. The purpose of these transactions is to re-adjust Aimco investments to reflect our decisions regarding target allocations to geographic markets and to investment types. We provide similar services to affiliated partnerships, together with such other services as property management, financial management, accounting, investor reporting, property debt financings, tax credit syndication, redevelopment and construction management. When we provide these services with respect to our own investments, there is no separate compensation and their benefit is seen in property operating results and in investment gains. When we provide these services to affiliated third parties, they are separately compensated by agreed fees. While many teams at Aimco are involved in the delivery of these services, the negotiation of transactions for Aimco’s account and the oversight of services provided to others is primarily the responsibility of our Aimco Capital team.

Conventional Portfolio Management

Portfolio management involves the ongoing allocation of investment capital to meet our geographic and product type goals. We target geographic balance in Aimco’s diversified portfolio in order to optimize risk-adjusted returns and to avoid the risk of undue concentration in any particular market. We also seek to balance the portfolio by product type, with both high quality properties in excellent locations and also high land value properties that support redevelopment activities.

During 2007, we refined our geographic allocation strategy to focus on the top 20 U.S. markets as measured by total market capitalization. We believe these markets to be deep, relatively liquid and possessing desirable long-term growth characteristics. They are primarily coastal markets, and also include a number of Sun Belt cities and Chicago, Illinois. We may also invest in other markets on an opportunistic basis. As we implement this strategy, we expect to reduce our investment in markets outside the top 20 markets and to increase our investment in the top 20 markets both by making acquisitions and by redevelopment spending. We expect too that increased geographic focus will add to our investment knowledge and increase operating efficiencies based on local economies of scale.

During 2007, the top 20 U.S. markets contributed 70.8% of our net operating income, or NOI, from conventional property operations. Our top five markets by NOI contribution include the metropolitan areas of Washington, D.C., Los Angeles, California, Philadelphia, Pennsylvania, and Miami, Florida as well as the New England region. In 2007, we exited 11 markets and as of December 31, 2007, our conventional portfolio included 439 properties with 127,532 units in 42 markets.

During 2007, we invested in our conventional portfolio both by funding redevelopment and by making acquisitions. At different times, we have made acquisitions in three ways:

	•		the direct acquisition of a property or portfolio of properties, or of ownership interests in such properties;

	•		a merger or business combination with an entity that owns or controls a property, portfolio or other ownership interests in properties being acquired; and

	•		the purchase from third parties of additional interests in partnerships in which we own a general partnership interest.

In 2007, we invested $290.9 million in redevelopment of properties in our conventional portfolio. We also completed acquisitions of 16 conventional properties, containing approximately 1,300 residential units for an aggregate purchase price of approximately $217.0 million (including transaction costs). These properties are located in New York, California, Florida and Illinois. We also acquired additional interests in 48 partnerships (including VMS National Properties Joint Venture) for an aggregate purchase price of $219.8 million (including transaction costs, assumption of debt and other consideration).

Portfolio management also includes dispositions of properties located within markets we intend to exit, properties in less favored locations within our target markets, and properties that do not meet our long-term investment criteria. Property sales proceeds are used to fund redevelopment spending, acquisitions, and such other corporate purposes as debt reduction, preferred stock redemption and, in January 2008, a special dividend. In 2007, we sold 46 conventional properties generating net cash proceeds to us, after repayment of existing debt, payment of transaction costs and distributions to limited partners, of $125.5 million.

Portfolio management can include the use of partnerships and joint ventures to allow us to attract and serve high quality investment partners, and to rebalance efficiently our geographic market allocation of capital while maintaining our local operating platform and its operational scale. For example, during 2007, we entered into a joint venture agreement that provides for the co-ownership of three multi-family properties with 1,382 units located in west Los Angeles. We retained a 53% ownership interest in the properties and sold a 47% interest generating net cash proceeds of approximately $202.0 million. We will provide a variety of asset management services to our investment partner, including continuing property management, in return for asset management and other fees. During 2008, we plan to pursue similar joint ventures.

During 2007, we earned $15.6 million in asset management fees from 14 affiliated partnerships owning conventional properties.

Affordable Portfolio Management

The portfolio management strategy for our affordable portfolio is similar to that for our conventional portfolio. During 2007, we invested $61.9 million in redevelopment of affordable properties, funded primarily by proceeds from the sale of tax credits to institutional partners. We made no acquisitions of affordable properties and we made $7.0 million of acquisitions of partnership interests in partnerships owning affordable properties. As with conventional properties, we also seek to dispose of properties that are inconsistent with our long-term investment and operating strategies. During 2007, we sold 30 properties from our affordable portfolio, generating net cash proceeds to us, after repayment of existing debt, payment of transaction costs and distributions to limited partners, of $15.4 million. As of December 31, 2007, our affordable portfolio included 312 properties with 37,104 units.

During 2007, we earned $58.2 million in asset management fees from 78 affiliated partnerships owning affordable properties.

Financial Strategy

We are focused on minimizing our cost of capital on a risk-adjusted basis. We primarily use non-recourse property debt with laddered maturities and minimize reliance on corporate debt. The lower risk inherent in non-recourse property debt permits us to operate with higher debt leverage and a lower weighted average cost of capital. During 2007, we closed property loans totaling $1,816.6 million at an average interest rate of 6.10%, which included the refinancing of property loans totaling $772.8 million with prior interest rates averaging 7.05%. In addition to the refinancing activity, the property loans included placing loans on newly acquired properties, new financings on existing properties, redevelopment loans and the modification of terms on existing property debt. We use floating rate property and corporate debt to provide lower interest costs over time at a level that considers acceptable earnings volatility. We are also focused on maintaining liquidity, and as of December 31, 2007, had available resources totaling $675 million.

Competition

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

Taxation

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

Taxation of Aimco

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

Even if Aimco qualifies as a REIT, it may be subject to United States Federal income and excise taxes in various situations, such as on its undistributed income. Aimco also will be required to pay a 100% tax on any net income on non-arm’s length transactions between it and a TRS (described below) and on any net income from sales of property that was property held for sale to customers in the ordinary course. Aimco and its stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which it or they transact business or reside. In addition, Aimco could also be subject to the alternative minimum tax, or AMT, on its items of tax preference. The state and local tax laws may not conform to the United States Federal income tax treatment. Any taxes imposed on Aimco reduce our operating cash flow and net income.

Certain of Aimco’s operations (property management, asset management, risk, etc.) are conducted through taxable REIT subsidiaries, each of which we refer to as a TRS. A TRS is a C-corporation that has not elected REIT status and as such is subject to United States Federal corporate income tax. Aimco uses TRS entities to facilitate its ability to offer certain services and activities to its residents and investment partners, as these services and activities generally cannot be offered directly by the REIT.

Regulation

General

Apartment properties and their owners are subject to various laws, ordinances and regulations, including those related to real estate broker licensing and regulations relating to recreational facilities such as swimming pools, activity centers and other common areas. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which would adversely affect our net income and cash flows from operating activities. In addition, future enactment of rent control or rent stabilization laws or other laws regulating multifamily housing may reduce rental revenue or increase operating costs in particular markets.

Environmental

Insurance

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

Employees

We currently have approximately 5,900 employees, of which approximately 4,400 are at the property level, performing various on-site functions, with the balance managing corporate and regional operations, including investment and debt transactions, legal, financial reporting, accounting, information systems, human resources and other support functions. Unions represent approximately 150 of our employees. We have never experienced a work stoppage and believe we maintain satisfactory relations with our employees.

Item 1A. Risk Factors

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

Failure to generate sufficient net operating income may limit our ability to pay distributions.

Our ability to make payments to our investors depends on our ability to generate net operating income in excess of required debt payments and capital expenditure requirements. Net operating income may be adversely affected by events or conditions beyond our control, including:

	•		the general economic climate;

	•		competition from other apartment communities and other housing options;

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

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

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

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

	•		changes in interest rates and the availability of financing.

Redevelopment and construction risks could affect our profitability.

We intend to continue to redevelop certain of our properties. These activities are subject to the following risks:

	•		we may be unable to obtain, or experience delays in obtaining, necessary zoning, occupancy, or other required governmental or third party permits and authorizations, which could result in increased costs or the delay or abandonment of opportunities;

	•		we may incur costs that exceed our original estimates due to increased material, labor or other costs;

	•		we may be unable to complete construction and lease up of a property on schedule, resulting in increased construction and financing costs and a decrease in expected rental revenues;

	•		occupancy rates and rents at a property may fail to meet our expectations for a number of reasons, including changes in market and economic conditions beyond our control and the development by competitors of competing communities;

	•		we may be unable to obtain financing with favorable terms, or at all, for the proposed development of a property, which may cause us to delay or abandon an opportunity;

	•		we may abandon opportunities that we have already begun to explore for a number of reasons, including changes in local market conditions or increases in construction or financing costs, and, as a result, we may fail to recover expenses already incurred in exploring those opportunities;

	•		we may incur liabilities to third parties during the redevelopment process, for example, in connection with resident lease terminations, or managing existing improvements on the site prior to resident lease terminations; and

	•		loss of a key member of project team could adversely affect our ability to deliver redevelopment projects on time and within our budget.

If we are not successful in our acquisition of properties, our results of operations could be adversely affected.

The selective acquisition of properties is a component of our strategy. However, we may not be able to complete transactions successfully in the future. Although we seek to acquire properties when such acquisitions increase our net income, Funds From Operations or net asset value, such transactions may fail to perform in accordance with our expectations. In particular, following acquisition, the value and operational performance of a property may be diminished if obsolescence or neighborhood changes occur before we are able to redevelop or sell the property.

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

Our strategy is generally to incur debt to increase the return on our capital while maintaining acceptable interest coverage ratios. For the year ended December 31, 2007, we had a ratio of free cash flow (net operating income less spending for capital replacements) to combined interest expense and preferred OP Unit distributions of 1.6:1. Our organizational documents do not limit the amount of debt that we may incur, and we have significant amounts of debt outstanding. Payments of principal and interest may leave us with insufficient cash resources to operate our properties or pay distributions required to be paid in order to maintain Aimco’s qualification as a REIT. We are also subject to the risk that our cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If we fail to make required payments of principal and interest on secured debt, our lenders could foreclose on the properties securing such debt, which would result in loss of income and asset value to us. As of December 31, 2007, substantially all of the properties that we owned or controlled were encumbered by debt.

Increases in interest rates would increase our interest expense.

As of December 31, 2007, we had approximately $1,754.4 million of variable-rate indebtedness outstanding. Of the total debt subject to variable interest rates, floating rate tax-exempt bond financing was $698.4 million. Floating rate tax-exempt bond financing is benchmarked against the Securities Industry and Financial Markets Association Municipal Swap Index, or SIFMA, rate (previously the Bond Market Association index), which since 1981 has averaged 68% of the 30-day LIBOR rate. If this relationship continues, an increase in 30-day LIBOR of 1.0%

(0.68% in tax-exempt interest rates) would result in our income before minority interests and cash flows being reduced by $15.3 million on an annual basis. This would be offset by variable rate interest income earned on certain assets, including cash and cash equivalents and notes receivable, as well as interest that is capitalized on a portion of this variable rate debt incurred in connection with our redevelopment activities. Considering these offsets, the same increase in 30-day LIBOR would result in our income before minority interests being reduced by $6.5 million on an annual basis.

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

Some of our debt and other securities contain covenants that restrict our ability to make distributions or other payments to our investors unless certain financial tests or other criteria are satisfied. Our credit facility provides, among other things, that we may make distributions to our investors during any four consecutive fiscal quarters in an aggregate amount that does not exceed the greater of 95% of our Funds From Operations for such period or such amount as may be necessary to maintain Aimco’s REIT status. Our outstanding classes of preferred OP Units prohibit the payment of distributions on our common OP Units if we fail to pay the distributions to which the holders of the preferred OP Units are entitled.

Competition could limit our ability to lease apartments or increase or maintain rents.

Our apartment properties compete for residents with other housing alternatives, including other rental apartments, condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing in a particular area could adversely affect our ability to lease apartments and to increase or maintain rental rates. The current challenges in the credit and housing markets have increased housing inventory that competes with our apartment properties.

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

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

Because real estate investments are relatively illiquid, we may not be able to sell properties when appropriate.

Real estate investments are relatively illiquid and cannot always be sold quickly. Our function to sell properties is also restricted by REIT tax rules applicable to Aimco. Thus, we may not be able to change our portfolio promptly in response to changes in economic or other market conditions. Our ability to dispose of assets in the future will depend on prevailing economic and market conditions. This could have a material adverse effect on our financial condition or results of operations.

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

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

We are self-insured for certain risks and the cost of insurance, increased claims activity or losses resulting from catastrophic events may affect our operating results and financial condition.

We are self-insured for a portion of our consolidated properties’ exposure to casualty losses resulting from fire, earthquake, hurricane, tornado, flood and other perils. We recognize casualty losses or gains based on the net book value of the affected property and any related insurance proceeds. In many instances, the actual cost to repair or replace the property may exceed its net book value and any insurance proceeds. We also insure certain unconsolidated properties for a portion of their exposure to such losses. In addition, we are self-insured for a portion

of our exposure to third-party claims related to our employee health insurance plans, workers’ compensation coverage, and general liability exposure. With respect to our insurance obligations to unconsolidated properties and our exposure to claims of third parties, we establish reserves at levels that reflect our known and estimated losses. The ultimate cost of losses and the impact of unforeseen events may vary materially from recorded reserves, and variances may adversely affect our operating results and financial condition. We purchase insurance (or reinsurance where we insure unconsolidated properties) to reduce our exposure to losses and limit our financial losses on large individual risks. The availability and cost of insurance are determined by market conditions outside our control. No assurance can be made that we will be able to obtain and maintain insurance at the same levels and on the same terms as we do today. If we are not able to obtain or maintain insurance in amounts we consider appropriate for our business, or if the cost of obtaining such insurance increases materially, we may have to retain a larger portion of the potential loss associated with our exposures to risks. The extent of our losses in connection with catastrophic events is a function of the severity of the event and the total amount of exposure in the affected area. When we have geographic concentration of exposures, a single catastrophe (such as an earthquake) or destructive weather trend affecting a region may have a significant impact on our financial condition and results of operations. We cannot accurately predict catastrophes, or the number and type of catastrophic events that will affect us. As a result, our operating and financial results may vary significantly from one period to the next. While we anticipate and plan for losses, there can be no assurance that our financial results will not be adversely affected by our exposure to losses arising from catastrophic events in the future that exceed our previous experience and assumptions.

We depend on our senior management.

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

Government housing regulations may limit the opportunities at some of our properties and failure to comply with resident qualification requirements may result in financial penalties and/or loss of benefits.

We own consolidated and unconsolidated equity interests in certain properties and manage other properties that benefit from governmental programs intended to provide housing to people with low or moderate incomes. These programs, which are usually administered by HUD or state housing finance agencies, typically provide mortgage insurance, favorable financing terms, tax-credit equity, or rental assistance payments to the property owners. As a condition of the receipt of assistance under these programs, the properties must comply with various requirements, which typically limit rents to pre-approved amounts and impose restrictions on resident incomes. Failure to comply with these requirements and restrictions may result in financial penalties or loss of benefits. We usually need to obtain the approval of HUD in order to manage, or acquire a significant interest in, a HUD-assisted property. We may not always receive such approval.

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

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

Potential liability or other expenditures associated with potential environmental contamination may be costly.

If Aimco fails to qualify as a REIT, Aimco will not be allowed a deduction for dividends paid to its stockholders in computing its taxable income, and Aimco will be subject to Federal income tax at regular corporate rates, including any applicable alternative minimum tax. This would substantially reduce the funds available for payment to Aimco’s investors. Unless entitled to relief under certain provisions of the Code, Aimco also would be disqualified from taxation as a REIT for the four taxable years following the year during which Aimco ceased to qualify as a REIT. In addition, Aimco’s failure to qualify as a REIT would place us in default under our primary credit facilities.

REIT distribution requirements limit Aimco’s available cash. As a REIT, Aimco is subject to annual distribution requirements. As Aimco’s operating partnership, we pay distributions intended to enable Aimco to satisfy these distribution requirements. This limits the amount of cash we have available for other business purposes, including amounts to fund growth.

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

Aimco’s charter limits ownership of its common stock by any single stockholder (applying certain “beneficial ownership” rules under the Federal securities laws) to 8.7% of the outstanding shares, or 15% in the case of certain pension trusts, registered investment companies and Mr. Considine. The charter also limits ownership of Aimco’s common stock and preferred stock by any single stockholder to 8.7% of the value of the outstanding common stock and preferred stock, or 15% in the case of certain pension trusts, registered investment companies and Mr. Considine. The charter also prohibits anyone from buying shares if the purchase would result in Aimco losing its REIT status. This could happen if a transaction results in fewer than 100 persons owning all of Aimco’s shares of capital stock or results in five or fewer persons (applying certain attribution rules of the Code) owning 50% or more of the value of all of Aimco's shares of capital stock. If anyone acquires shares in excess of the ownership limit or in violation of the ownership requirements of the Code for REITs:

	•		the transfer will be considered null and void;

	•		Aimco will not reflect the transaction on its books;

	•		Aimco may institute legal action to enjoin the transaction;

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

	•		Aimco may redeem the shares;

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

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

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

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

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

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

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

Aimco’s charter and Maryland law may limit the ability of a third party to acquire control of Aimco.

The 8.7% ownership limit discussed above may have the effect of precluding acquisition of control of Aimco by a third party without the consent of Aimco’s board of directors.

Aimco’s charter authorizes its board of directors to issue up to 510,587,500 shares of capital stock. As of December 31, 2007, 426,157,736 shares were classified as Aimco Class A Common Stock, of which 92,795,891 were outstanding, and 84,429,764 shares were classified as preferred stock, of which 24,950,200 were outstanding. Under Aimco’s charter, its board of directors has the authority to classify and reclassify any of Aimco’s unissued shares of capital stock into shares of preferred stock with such preferences, rights, powers and restrictions as Aimco’s board of directors may determine. The authorization and issuance of a new class of capital stock could have the effect of delaying or preventing someone from taking control of Aimco, even if a change in control were in Aimco’s stockholders’ best interests.

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

As a Maryland corporation, Aimco is subject to various Maryland laws that may have the effect of discouraging offers to acquire Aimco and of increasing the difficulty of consummating any such offers, even if an acquisition would be in the best interests of Aimco stockholders or the Limited Partners. The Maryland General Corporation Law restricts mergers and other business combination transactions between Aimco and any person who acquires beneficial ownership of shares of Aimco’s stock representing 10% or more of the voting power without Aimco’s board of directors’ prior approval. Any such business combination transaction could not be completed until five years after the person acquired such voting power, and generally only with the approval of stockholders representing 80% of all votes entitled to be cast and 66 2/3% of the votes entitled to be cast, excluding the interested stockholder, or upon payment of a fair price. Maryland law also provides generally that a person who acquires shares of Aimco stock that represent 10% or more of the voting power in electing directors will have no voting rights unless approved by a vote of two-thirds of the shares eligible to vote. Additionally, Maryland law provides, among other things, that the board of directors has broad discretion in adopting stockholders’ rights plans and has the sole power to fix the record date, time and place for special meetings of the stockholders. In addition, Maryland law provides that corporations that:

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

	•		are subject to the reporting requirements of the Securities Exchange Act of 1934, may elect in their charter or bylaws or by resolution of the board of directors to be subject to all or part of a special subtitle that provides that:

	•		the corporation will have a staggered board of directors;

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

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

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

Item 2. Properties

Our properties are located in 46 states, the District of Columbia and Puerto Rico. As of December 31, 2007, our conventional properties are operated through 17 regional operating centers and our affordable properties are operated through three regional operating centers. The following table sets forth information on all of our property operations as of December 31, 2007 and 2006:


	2007						2006
	Number of			Number			Number of		Number
Regional Operating Center (1)	Properties			of Units			Properties		of Units

Conventional:
Atlanta, GA		—	(2)		—	(2)		32		8,286
Boston, MA		16			5,745			16		5,745
Chicago, IL		27			7,835			30		8,339
Columbus, OH		28			9,185			34		9,664
Dallas, TX		31			6,934			36		8,026
Denver, CO		30			7,616			33		7,487
Houston, TX		30			8,008			37		9,776
Indianapolis, IN		28			11,107			33		12,318
Los Angeles, CA		43			11,370			39		10,867
Mid-Atlantic		43			12,203			—		—
New York, NY		22			957			12		589
Orlando, FL		31			8,187			29		8,041
Philadelphia, PA		14			5,216			16		7,493
Phoenix, AZ		23			6,051			28		7,544
Rockville, MD		27			10,758			29		12,157
South Florida		16			5,857			15		5,300
Tampa, FL		20			5,231			21		5,787
Tidewater, VA		—	(2)		—	(2)		28		7,618
East Redevelopment(3)		9			5,020			—		—

Total conventional owned and managed		438			127,280			468		135,037


Affordable:
Central		98			9,834			121		12,726
Northeast		64			9,348			87		12,551
West		83			11,022			63		6,908

Total affordable owned and managed		245			30,204			271		32,185


Owned but not managed		68			7,152			66		7,001
Property management		36			3,228			41		3,573
Asset management		382			35,176			410		38,617


Total		1,169			203,040			1,256		216,413


(1)		As our portfolio changes due to property acquisitions and dispositions, we periodically evaluate the organization of our regional operating centers, or ROCs. During 2006, we combined the Austin, TX and Dallas, TX ROCs and added a ROC in New York, NY.

(2)		During 2007, we combined the Atlanta, GA and Tidewater, VA ROCs to form the Mid-Atlantic ROC.

(3)		This management team is dedicated to the operation of certain properties being redeveloped.

At December 31, 2007, we owned an equity interest in and consolidated 657 properties containing 153,758 apartment units, which we refer to as “consolidated.” These consolidated properties contain, on average, 234 apartment units, with the largest property containing 2,877 apartment units. These properties offer residents a range of amenities, including swimming pools, clubhouses, spas, fitness centers and tennis courts. Many of the apartment units offer features such as vaulted ceilings, fireplaces, washer and dryer hook-ups, cable television, balconies and patios. Additional information on our consolidated properties is contained in “Schedule III — Real Estate and Accumulated Depreciation” in this Annual Report. At December 31, 2007, we held an equity interest in and did not consolidate 94 properties containing 10,878 apartment units, which we refer to as “unconsolidated.” In addition, we

provided property management services for 36 properties containing 3,228 apartment units, and asset management services for 382 properties containing 35,176 apartment units. In certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or other fund.

Substantially all of our consolidated properties are encumbered by mortgage indebtedness. At December 31, 2007, our consolidated properties were encumbered by aggregate mortgage indebtedness totaling $6,981.7 million having an aggregate weighted average interest rate of 5.86%. Such mortgage indebtedness was secured by 634 properties with a combined net book value of $9,203.7 million. Included in the 634 properties, we had a total of 53 mortgage loans on 47 properties, with an aggregate principal balance outstanding of $763.5 million, that were each secured by property and cross-collateralized with certain (but not all) other mortgage loans within this group of mortgage loans (see Note 6 of the consolidated financial statements in Item 8 for additional information about our indebtedness).

Item 3. Legal Proceedings

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

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

No matters were submitted to a vote of security holders during the fourth quarter of 2007.

PART II

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

There is no public market for the OP Units, and we do not intend to list the OP Units on any securities exchange. In addition, the Partnership Agreement restricts the transferability of OP Units. The following table sets forth the distributions declared per common OP Unit in each quarterly period during the two years ended December 31, 2007 and 2006:


									Distributions		Distributions
									Declared		Declared
									(per unit,		(per unit,
									adjusted)		adjusted)
Quarter Ended		2007				2006			2007 (3)		2006 (3)

December 31	$		3.11	(1)	$		1.20	(2)	$	2.98	$	1.16
September 30			0.60				0.60			0.57		0.57
June 30			0.60				0.60			0.57		0.57
March 31			0.00				0.00			0.00		0.00


(1)		On December 21, 2007, a special distribution of $2.51 per common OP Unit was declared and paid on January 30, 2008, to unitholders of record on December 31, 2007. This special distribution totaling approximately $257.2 million was paid part in cash (approximately $79.3 million, of which approximately $55.0 million related to units held by Aimco) and part in common OP Units issued to Aimco (approximately $177.9 million, or 4,594,074 units). This distribution was in connection with a special dividend declared by Aimco’s board of directors during 2007 as a result of taxable gains from 2007 joint venture and property sales. Aimco’s board of directors anticipates that quarterly dividend declarations for the remainder of 2008 will occur on a schedule and in amounts consistent with 2007 (other than the special dividend). Our distribution declarations are expected to be consistent with Aimco’s dividend declarations.

(2)		On December 19, 2006, a quarterly cash distribution of $0.60 per common OP Unit was declared for the quarter ended December 31, 2006, and was paid on January 31, 2007, to unitholders of record on December 31, 2006. Aimco’s board of directors declared the dividend during 2006, as a result of taxable gains from 2006 property sales.

(3)		Distributions declared per unit have been retroactively adjusted for the effect of additional common OP Units issued to Aimco pursuant to the special distribution discussed in Note (1) above, which amounted to an approximate 4.95% unit distribution based on the outstanding common OP Units held by Aimco as of the record date.

On February 25, 2008, there were 99,023,557 common OP Units outstanding, held by 2,572 unitholders of record.

Our Partnership Agreement generally provides that after holding the common OP Units for one year, our Limited Partners have the right to redeem their common OP Units for cash, subject to our prior right to cause Aimco to acquire some or all of the common OP Units tendered for redemption in exchange for shares of Aimco Class A Common Stock. Common OP Units redeemed for Aimco Class A Common Stock are generally on a one-for-one basis (subject to antidilution adjustments).

During the three months ended December 31, 2007, we repurchased 4.0 million common OP Units from Aimco concurrent with Aimco’s repurchase of an equal number of shares of Aimco Class A Common Stock. We also redeemed approximately 13,700 common OP Units for cash in transactions with common unitholders other than Aimco. In addition, during the year ended December 31, 2007, Aimco purchased approximately 470,000 common OP Units were redeemed in exchange for an equal number of shares of Aimco Class A Common Stock (493,000 shares after adjustment for the shares of Aimco Class A Common Stock issued pursuant to the special dividend declared by Aimco’s board of directors). The following table summarizes repurchases of our equity securities for the three months ended December 31, 2007:

Total Number of

Maximum Number

Units Purchased

of Units that

Total Number

Average

as Part of Publicly

May Yet Be

of Units

Price Paid

Announced Plans

Purchased Under

Fiscal period (2)

Purchased

per Unit

or Programs (1)

Plans or Programs (1)

October 1 – October 31, 2007

4,842

46.80

N/A

November 1 – November 30, 2007

2,091,720

37.89

N/A

December 1 – December 31, 2007

1,951,905

36.67

N/A

Total

4,048,467

37.31


(1)		The terms of our Partnership Agreement do not provide for a maximum number of units that may be repurchased, and other than the express terms of our Partnership Agreement, we have no publicly announced plans or programs of repurchase. However, whenever Aimco repurchases its Class A Common Stock, it is expected that Aimco will fund the repurchase with a concurrent repurchase by us of common OP Units held by Aimco at a price per unit that is equal to the price per share paid for the Class A Common Stock.

(2)		During the year ended December 31, 2007, we repurchased approximately 7.5 million partnership common OP Units concurrent with Aimco’s repurchase of an equal number of shares of Aimco Class A Common stock for approximately $325.8 million, or $43.70 per unit. The number of units repurchased from Aimco during 2007 totaled 7.8 million, resulting in an average price of $41.86 per unit, after giving effect to the units issued pursuant to the special distribution discussed in Note 1 to the consolidated financial statements in Item 8. Also during the year ended December 31, 2007, we redeemed approximately 39,000 common OP Units for approximately $2.0 million in transactions with common OP unitholders other than Aimco.

Distribution Payments

Our Credit Agreement includes customary covenants, including a restriction on distributions and other restricted payments, but permits distributions during any four consecutive fiscal quarters in an aggregate amount of up to 95% of Funds From Operations for such period or such amount as may be necessary for Aimco to maintain its REIT status.

Item 6. Selected Financial Data

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


		For the Years Ended December 31,
		2007				2006 (1)				2005 (1)				2004 (1)				2003 (1)
		(dollar amounts in thousands, except per unit data)
OPERATING DATA:
Total revenues	$		1,721,184		$		1,601,705		$		1,345,692		$		1,218,067		$		1,149,762
Total operating expenses			(1,373,926	)			(1,282,440	)			(1,078,550	)			(946,796	)			(808,200	)
Operating income			347,258				319,265				267,142				271,271				341,562
Income (loss) from continuing operations			(51,832	)			(45,558	)			(25,063	)			61,617				62,513
Income from discontinued operations, net			85,949				242,622				105,807				235,461				115,355
Cumulative effect of change in accounting principle			—				—				—				(3,957	)			—
Net income			34,117				197,064				80,744				293,121				177,868
Net income attributable to preferred unitholders			73,144				90,527				98,946				96,922				103,626
Net income (loss) attributable to common unitholders			(39,027	)			106,537				(18,202	)			196,199				74,242

OTHER INFORMATION:
Total consolidated properties (end of period)			657				703				619				676				679
Total consolidated apartment units (end of period)			153,758				162,432				158,548				169,932				174,172
Total unconsolidated properties (end of period)			94				102				264				330				441
Total unconsolidated apartment units (end of period)			10,878				11,791				35,269				44,728				62,823
Units managed (end of period) (2)			38,404				42,190				46,667				49,074				50,565
Earnings (loss) per common unit — basic (3):
Income (loss) from continuing operations (net of income attributable to preferred unitholders)	$		(1.14	)	$		(1.23	)	$		(1.14	)	$		(0.33	)	$		(0.35	)
Net income (loss) attributable to common unitholders	$		(0.36	)	$		0.96		$		(0.17	)	$		1.80		$		0.68
Earnings (loss) per common unit — diluted (3):
Income (loss) from continuing operations (net of income attributable to preferred unitholders)	$		(1.14	)	$		(1.23	)	$		(1.14	)	$		(0.33	)	$		(0.35	)
Net income (loss) attributable to common unitholders	$		(0.36	)	$		0.96		$		(0.17	)	$		1.80		$		0.68
Distributions declared per common unit (3)	$		4.12		$		2.30		$		2.87		$		2.30		$		2.72

BALANCE SHEET INFORMATION:
Real estate, net of accumulated depreciation	$		9,349,197		$		8,759,194		$		7,917,313		$		7,391,891		$		6,804,462
Total assets			10,620,597				10,303,091				10,031,759				10,086,229				10,098,649
Total indebtedness			7,531,782				6,633,528				5,829,625				5,170,676				5,040,912
Partners’ capital			1,876,006				2,537,602				2,945,402				3,291,087				3,174,815


(1)		Certain reclassifications have been made to conform to the 2007 presentation. These reclassifications primarily represent presentation changes related to discontinued operations in accordance with Statement of Financial Accounting Standards No. 144.

(2)		The years ended 2007, 2006, 2005, 2004 and 2003 include 35,176, 38,617, 41,421, 41,233 and 39,428 units, respectively, for which we provide asset management services only, although in certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or other fund.

(3)		Per unit amounts for each of the periods presented have been retroactively adjusted for the effect of 4,573,735 common OP Units issued to Aimco on January 30, 2008, pursuant to the special distribution declared in connection with the special dividend declared by Aimco’s board of directors on December 21, 2007 and paid to holders of record as of December 31, 2007 (see Note 1 to the consolidated financial statements in Item 8 for further discussion of the special dividend).

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

Executive Overview

We are a limited partnership engaged in the ownership, acquisition, management and redevelopment of apartment properties. We are the operating partnership for Aimco, which is a self-administered and self-managed real estate investment trust, or REIT. Our property operations are characterized by diversification of product, location and price point. As of December 31, 2007, we owned or managed 1,169 apartment properties containing 203,040 units located in 46 states, the District of Columbia and Puerto Rico. Our primary sources of income and cash are rents associated with apartment leases.

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

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

Our focus in 2007 has been to enhance operations to improve and sustain resident satisfaction; obtain rate and occupancy increases to improve profitability; upgrade the quality of our portfolio through portfolio management, capital replacement, capital improvement and redevelopment; increase efficiency through improved business processes and automation; improve liquidity through balance sheet management; expand our asset management business and transactions activity; and minimize our cost of capital. We believe that our efforts are having their intended effect, and have resulted in positive operating results and built the foundation for improved long-term operating results. These initiatives and others have also resulted in improved asset quality, and we will continue to seek opportunities to reinvest in our properties through capital expenditures and to manage our portfolio through property sales and acquisitions.

For 2008, our focus will continue to include the following: enhance operations to improve and sustain resident satisfaction; obtain rate and occupancy increases to improve profitability; upgrade the quality of our portfolio through portfolio management, capital replacement, capital improvement and redevelopment; increase efficiency through improved business processes and automation; improve balance sheet flexibility; expand the use of tax credit equity to generate fees and finance redevelopment of affordable properties; and minimize our cost of capital.

The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the accompanying financial statements in Item 8.

Results of Operations

Overview

2007 compared to 2006

We reported net income of $34.1 million and net loss attributable to common unitholders of $39.0 million for the year ended December 31, 2007, compared to net income of $197.1 million and net income attributable to common unitholders of $106.5 million for the year ended December 31, 2006, decreases of $163.0 million and $145.5 million, respectively. These decreases were principally due to the following items, all of which are discussed in further detail below:

	•		a decrease in income from discontinued operations, due primarily to decreases in net gains on dispositions of real estate;

	•		an increase in interest expense, reflecting higher loan principal balances resulting from refinancings, share repurchases and acquisitions; and

	•		an increase in depreciation and amortization expense.

The effects of these items on our operating results were partially offset by an increase in net operating income associated with property operations, reflecting improved operations of our same store properties and other properties.

2006 compared to 2005

We reported net income of $197.1 million and net income attributable to common unitholders of $106.5 million for the year ended December 31, 2006, compared to net income of $80.7 million and net loss attributable to common unitholders of $18.2 million for the year ended December 31, 2005, increases of $116.4 million and $124.7 million, respectively. These increases were principally due to the following items, all of which are discussed in further detail within this section:

	•		an increase in net operating income associated with property operations, reflecting improved operations of our same store properties and other properties, and a large number of newly consolidated properties;

	•		an increase in income from discontinued operations, primarily related to higher net gains on dispositions of real estate; and

	•		an increase in gain on disposition of unconsolidated real estate and other, including higher gains on sale of land parcels.

These increases were partially offset by:

	•		an increase in depreciation and amortization expense;

	•		an increase in interest expense; and

	•		unfavorable changes in the effects of minority interests in our consolidated real estate partnerships.

Our reported operating results for 2006 were affected significantly by our adoption of EITF 04-5, as discussed in Adoption of EITF 04-5 in Note 2 to the consolidated financial statements in Item 8. In accordance with the requirements of EITF 04-5, we consolidated 156 previously unconsolidated entities as of January 1, 2006. The consolidation of these entities contributed to increases in the reported amounts of certain revenue and expenses.

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

Business Segment Operating Results

We have two reportable segments: real estate (owning, operating and redeveloping apartments) and asset management (providing asset management and investment services). Our reportable segments changed in 2007 as a result of the reorganization of certain departments and functions. These changes include a realignment of certain of our property management services from the asset management segment to the real estate segment. In addition, the asset management segment was expanded to include certain departments involved in asset acquisitions, dispositions, and other transactional activities. Prior to the reorganization, those departments were considered to be general and administrative functions and were not associated with any operating segment.

Our chief operating decision maker is comprised of several members of our executive management team who use several generally accepted industry financial measures to assess the performance of the business, including NAV, Free Cash Flow, net operating income, FFO, and AFFO. The chief operating decision maker emphasizes net operating income as a key measurement of segment profit or loss. Segment net operating income is generally defined as segment revenues less direct segment operating expenses.

Real Estate Segment

Our real estate segment involves the ownership and operation of properties that generate rental and other property-related income through the leasing of apartment units. Our real estate segment’s net operating income also includes income from property management services performed for unconsolidated partnerships and unrelated parties.

The following table summarizes our real estate segment’s net operating income for the years ended December 31, 2007, 2006 and 2005 (in thousands):


		Year Ended December 31,
		2007			2006			2005
Real estate segment revenues:
Rental and other property revenues	$		1,640,506	$		1,540,500	$		1,283,815
Property management revenues, primarily from affiliates			6,923			12,312			24,528

			1,647,429			1,552,812			1,308,343

Real estate segment expenses:
Property operating expenses			768,457			709,694			599,208
Property management expenses			5,506			5,111			7,499

			773,963			714,805			606,707

Real estate segment net operating income	$		873,466	$		838,007	$		701,636

Conventional Same Store Property Operating Results

Same store operating results is a key indicator we use to assess the performance of our property operations and to understand the period over period operations of a consistent portfolio of properties. We define “consolidated same store” properties as our conventional properties (i) that we manage, (ii) in which our ownership interest exceeds 10%, (iii) the operations of which have been stabilized, and (iv) that have not been sold or classified as held for sale, in each case, throughout all periods presented. The following tables summarize the operations of our consolidated conventional rental property operations:


		Year Ended December 31,
		2007				2006			Change
Consolidated same store revenues	$		1,110,079		$		1,060,897			4.6	%
Consolidated same store expenses			467,373				447,803			4.4	%

Same store net operating income			642,706				613,094			4.8	%
Reconciling items (1)			230,760				224,913			2.6	%

Real estate segment net operating income	$		873,466		$		838,007			4.2	%


Same store operating statistics:
Properties			347				347
Apartment units			103,629				103,629
Average physical occupancy			94.7	%			94.5	%		0.2	%
Average rent/unit/month	$		863		$		833			3.6	%


(1)		Reflects property revenues and property operating expenses related to consolidated properties other than same store properties (e.g., affordable, acquisition, redevelopment and newly consolidated properties) and casualty gains and losses.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, consolidated same store net operating income increased $29.6 million, or 4.8%. Revenues increased $49.2 million, or 4.6%, primarily due to higher average rent (up $30 per unit) and a $9.0 million increase in utility reimbursements. Expenses increased by $19.6 million, or 4.4%, primarily due to an $8.5 million increase in employee compensation and related expenses, $3.0 million increases in each of marketing expense and contract service expense, a $2.5 million increase in utilities and a $2.4 million increase in property insurance expense.


		Year Ended December 31,
		2006				2005			Change
Consolidated same store revenues	$		960,887		$		901,121			6.6	%
Consolidated same store expenses			407,248				387,635			5.1	%

Same store net operating income			553,639				513,486			7.8	%
Reconciling items (1)			284,368				188,150			51.1	%

Real estate segment net operating income	$		838,007		$		701,636			19.4	%


Same store operating statistics:
Properties			315				315
Apartment units			95,227				95,227
Average physical occupancy			94.5	%			92.5	%		2.0	%
Average rent/unit/month	$		820		$		790			3.8	%


(1)		Reflects property revenues and property operating expenses related to consolidated properties other than same store properties (e.g., affordable, acquisition, redevelopment and newly consolidated properties, including those properties consolidated as a result of the adoption of EITF 04-5) and casualty gains and losses.

For the year ended December 31, 2006, compared to the year ended December 31, 2005, consolidated same store net operating income increased $40.2 million, or 7.8%. Revenues increased $59.8 million, or 6.6%, primarily due to higher occupancy (up 2.0%), higher average rent (up $30 per unit), and a $6.9 million increase in utility reimbursements. Expenses increased by $19.6 million, or 5.1%, primarily due to a $5.9 million increase in administrative expenses, a $5.8 million increase in real estate taxes, a $5.4 million increase in utilities and a $3.8 million increase in insurance.

Asset Management Segment

Our asset management segment includes activities related to our owned portfolio of properties as well as services provided to affiliated partnerships. Within our owned portfolio, these activities include strategic capital allocation decisions and portfolio management activities. We provide similar services to affiliated partnerships, together with such other services as property management, asset management, financial management, accounting, investor reporting, property debt financings, tax credit syndication, redevelopment and construction management. The expenses of this segment consist primarily of the costs of departments that perform transactional activities and asset management services. These activities are conducted in part by our taxable subsidiaries, and the related net operating income may be subject to income taxes.

Transactions occur on varying timetables; thus, the income varies from period to period. We have affiliated real estate partnerships for which we have identified a pipeline of transactional opportunities. As a result, we view activity fees as a predictable part of our core business strategy. Asset management revenue is from the financial management of partnerships, rather than management of day-to-day property operations. Asset management revenue includes certain fees that were earned in a prior period, but not recognized at that time because collectibility was not reasonably assured. Those fees may be recognized in a subsequent period upon occurrence of a transaction or a high level of the probability of occurrence of a transaction within twelve months, or improvement in operations that generates sufficient cash to pay the fees.

The following table summarizes the net operating income from our asset management segment for the years ended December 31, 2007, 2006 and 2005 (in thousands):


		Year Ended December 31,
		2007			2006			2005
Activity fees and asset management revenues	$		73,755	$		48,893	$		37,349
Activity and asset management expenses			23,102			17,342			19,316

Asset management segment net operating income	$		50,653	$		31,551	$		18,033

For the year ended December 31, 2007, compared to the year ended December 31, 2006, net operating income from activity fees and asset management increased $19.1 million, or 60.5%. This increase is primarily attributable to a $9.6 million increase in promote income, an $8.6 million increase in asset management fees and an increase of $9.1 million in revenues associated with our affordable housing tax credit syndication business, including syndication fees and other revenue earned in connection with these arrangements. These increases were partially offset by an increase in expenses and a decrease in other transaction fees.

For the year ended December 31, 2006, compared to the year ended December 31, 2005, net operating income from activity fees and asset management increased $13.5 million, or 75.0%. This increase is primarily attributable to growth in our affordable housing tax credit syndication business, including a $4.3 million increase in syndication fees and a $4.6 million increase in other revenue earned in connection with these arrangements. The increase also reflects a $2.4 million increase in promote distributions from partnerships.

Other Operating Expenses (Income)

Depreciation and Amortization

For the year ended December 31, 2007, compared to the year ended December 31, 2006, depreciation and amortization increased $35.1 million, or 7.7%. This increase reflects depreciation of $23.7 million for newly acquired properties, completed redevelopments and other capital projects recently placed in service. Depreciation also increased by approximately $8.6 million as a result of depreciation adjustments necessary to reduce the carrying amount of buildings and improvements to their estimated disposition value or to zero in connection with a planned demolition (see Capital Expenditures and Related Depreciation in Note 2 to the consolidated financial statements in Item 8).

For the year ended December 31, 2006, compared to the year ended December 31, 2005, depreciation and amortization increased $80.2 million, or 21.5%. This increase was principally due to $31.0 million of depreciation for newly consolidated properties, particularly properties that were consolidated in 2006 in connection with the adoption of EITF 04-5 (see Adoption of EITF 04-5 in Note 2 to the consolidated financial statements in Item 8) and $44.4 million of depreciation related to assets recently placed in service, including acquired properties, redevelopment projects and other capital expenditures. Additionally, a $4.8 million increase resulted from a change effective July 1, 2005 in estimated useful lives that apply to capitalized payroll and certain indirect costs (see Capital Expenditures and Related Depreciation in Note 2 of the consolidated financial statements in Item 8).

General and Administrative Expenses

For the year ended December 31, 2007, compared to the year ended December 31, 2006, general and administrative expenses decreased $0.9 million, or 1.0%. This decrease is primarily due to a reduction in variable compensation partially offset by an increase in salaries and benefits (net of capitalization) related to additional redevelopment personnel and an increase in director compensation resulting from the addition of two new board members.

For the year ended December 31, 2006, compared to the year ended December 31, 2005, general and administrative expenses increased $7.1 million, or 8.6%. This increase reflects a $9.6 million increase in employee compensation and related costs, including higher stock-based compensation and variable compensation based on achievement of established performance targets. The increase was partially offset by a $3.9 million decrease in legal, audit and consulting expenses.

Other Expenses (Income), Net

Other expenses (income), net includes the income tax provision/benefit, franchise taxes, risk management activities, partnership administration expenses and certain non-recurring items.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, other expenses (income), net changed favorably by $7.6 million. The net favorable change reflects an $8.7 million increase in income tax benefits related to losses of our taxable subsidiaries, a $2.9 million charge recorded in 2006 related to the valuation of the High Performance Units (see Note 10 to the consolidated financial statements in Item 8) and a $1.7 million charge for one-time benefits to certain employees terminated in 2006 that did not recur in 2007. Other expenses (income), net for the year ended December 31, 2007, also includes $3.6 million related to the transfer of certain property rights to an unrelated party. These favorable changes were partially offset by unfavorable changes related our self insurance activities, including a $7.9 million increase in claims on our consolidated properties in excess of reimbursements from third parties, and the settlement of certain litigation matters which resulted in a $2.5 million unfavorable change during the year ended December 31, 2007.

For the year ended December 31, 2006, compared to the year ended December 31, 2005, other expenses (income), net changed unfavorably by $10.4 million. This decrease was primarily attributable to a $4.2 million decrease in the income tax benefit for our continuing operations, reflecting smaller losses of our taxable subsidiaries, an increase of $3.3 million in partnership expenses resulting from properties newly consolidated in 2006, and a $2.9 million charge recorded in 2006 related to the valuation of the High Performance Units (see Note 10 to the consolidated financial statements in Item 8).

Interest Income

Interest income consists primarily of interest on notes receivable from non-affiliates and unconsolidated real estate partnerships, interest on cash and restricted cash accounts, and accretion of discounts on certain notes receivable from unconsolidated real estate partnerships. Transactions that result in accretion occur infrequently and thus accretion income may vary from period to period.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, interest income increased $6.3 million, or 17.0%. This increase is primarily due to $5.9 million of interest income earned during 2007 on loans collateralized by properties in West Harlem in New York City, which were funded in November 2006, and an increase in interest income earned on escrowed funds related to a tax exempt bond financing transaction and certain property sales during 2007.

For the year ended December 31, 2006, as compared to the year ended December 31, 2005, interest income increased $1.1 million, or 2.9%. This increase reflects $8.0 million in interest income on cash and restricted cash balances of newly consolidated properties, particularly properties consolidated as a result of adopting EITF 04-5 in 2006 (see Adoption of EITF 04-5 in Note 2 the consolidated financial statements in Item 8). The increase also reflects a $4.6 million increase in interest income related to increased balances of notes receivable from non-affiliates (see Note 5 to the consolidated financial statements in Item 8) and $4.2 million of accretion income in connection with two property sales in 2006. These increases were largely offset by the elimination of $14.0 million in interest income on notes receivable from real estate partnerships that were consolidated in 2006 in connection with the adoption of EITF 04-5 and a $1.5 million reduction in interest income due to the repayment in June 2006 of a note receivable from Aimco in connection with the issuance of our CRA Preferred Units (See Note 11 to the consolidated financial statements in Item 8).

Interest Expense

For the year ended December 31, 2007, compared to the year ended December 31, 2006, interest expense, which includes the amortization of deferred financing costs, increased $30.7 million, or 7.8%. Interest on property debt increased $33.8 million primarily due to higher balances resulting from refinancing activities and mortgage loans on newly acquired properties, offset by lower weighted average rates. Corporate interest increased by $3.1 million as a result of higher weighted average rates and a higher average balance during the year ended December 31, 2007. These increases were partially offset by a $6.2 million increase in capitalized interest related to increased levels of redevelopment and entitlement activities.

For the year ended December 31, 2006, compared to the year ended December 31, 2005, interest expense, which includes the amortization of deferred financing costs, increased $60.7 million, or 18.4%. This increase reflects

$28.4 million in interest expense of newly consolidated properties, particularly those consolidated as a result of adopting EITF 04-5 in 2006 (see Adoption of EITF 04-5 in Note 2 the consolidated financial statements in Item 8). Additionally, interest expense on property debt increased by $33.9 million due to higher interest rates on variable rate loans, higher average balances related to refinancings and acquisitions. Corporate interest increased by $1.8 million as a result of higher weighted average rates and a higher average balance during the year ended December 31, 2006. These increases were partially offset by a $6.8 million increase in capitalized interest, related to increased levels of redevelopment and entitlement activities.

Deficit Distributions to Minority Partners

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

For the year ended December 31, 2007, compared to the year ended December 31, 2006, deficit distributions to minority partners increased $18.3 million, or 88.2%. This increase reflects higher levels of distributions to minority interests in 2007, including several large distributions in connection with debt refinancing transactions.

For the year ended December 31, 2006, compared to the year ended December 31, 2005, deficit distributions to minority partners increased $9.3 million, or 80.8%. This increase reflects higher levels of distributions to minority interests in 2006, including several large distributions in connection with debt refinancing transactions.

Gain on Dispositions of Unconsolidated Real Estate and Other

Gain on dispositions of unconsolidated real estate and other includes our share of gains related to dispositions of real estate by unconsolidated real estate partnerships, gains on dispositions of land and other non-depreciable assets and costs related to asset disposal activities. For the year ended December 31, 2007, gain on dispositions of unconsolidated real estate and other also includes a gain on extinguishment of debt. Changes in the level of gains recognized from period to period reflect the changing level of disposition activity from period to period. Additionally, gains on properties sold are determined on an individual property basis or in the aggregate for a group of properties that are sold in a single transaction, and are not comparable period to period.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, gain on dispositions of unconsolidated real estate and other increased $4.9 million, or 18.4%. This increase is primarily related to a $19.4 million gain on debt extinguishment related to seven properties in the VMS partnership (see Note 3 to the consolidated financial statements in Item 8) and the recognition of $7.2 million of non-refundable fees and deposits related to certain property transactions (see Note 3 to the consolidated financial statements in Item 8) in 2007 relative to net gains of $26.8 million during the year ended December 31, 2006, on the sale of parcels of land, interests in unconsolidated real estate properties and an interest in an unconsolidated joint venture that owned and operated several student housing properties.

For the year ended December 31, 2006, as compared to the year ended December 31, 2005, gain on dispositions of unconsolidated real estate and other increased $9.7 million. This increase is primarily attributable to an $11.0 million gain on the disposition of our interest in an unconsolidated joint venture that owned and operated several student housing properties.

Minority Interest in Consolidated Real Estate Partnerships

Minority interest in consolidated real estate partnerships reflects minority partners’ share of operating results of consolidated real estate partnerships. This generally includes the minority partners’ share of property management fees, interest on notes and other amounts eliminated in consolidation that we charge to such partnerships. However, we generally do not recognize a benefit for the minority interest share of partnership losses for partnerships that have deficits in partners’ equity.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, minority interest in consolidated real estate partnerships changed favorably by $10.3 million. This change is primarily attributable to our revised accounting treatment for tax credit arrangements (see Tax Credit Arrangements in Note 2 to the consolidated financial statements in Item 8) which resulted in the reversal in 2006 of a previously recognized benefit of $9.0 million for losses of tax credit partnerships that were allocated to minority interests in prior years, but which are absorbed by us under our revised accounting treatment. This favorable change was in addition to a net decrease in the minority interest share of other real estate partnership losses.

For the year ended December 31, 2006, compared to the year ended December 31, 2005, minority interest in consolidated real estate partnerships changed unfavorably by $17.2 million. This change is primarily attributable to our recognition of $24.6 million for minority partners’ share of losses of partnerships with deficits in equity as a result of adopting EITF 04-5 in 2006 (see Adoption of EITF 04-5 in Note 2 to the consolidated financial statements in Item 8). The change also reflects differences related to our revised accounting treatment for tax credit arrangements (see Tax Credit Arrangements in Note 2 to the consolidated financial statements in Item 8), including (i) the reversal in 2006 of a previously recognized benefit of $9.0 million for losses of tax credit partnerships that were allocated to minority interests in prior years, but which are absorbed by us under our revised accounting treatment and (ii) a $6.7 million benefit recognized in 2005 for losses allocated to minority interests in tax credit partnerships, while no comparable amount was recognized in 2006 under our revised accounting treatment. These unfavorable changes were partially offset by a $23.1 million net increase in the minority interest share of other real estate partnership losses.

Income from Discontinued Operations, Net

The results of operations for properties sold during the period or designated as held for sale at the end of the period are generally required to be classified as discontinued operations for all periods presented. The components of net earnings that are classified as discontinued operations include all property-related revenues and operating expenses, depreciation expense recognized prior to the classification as held for sale, property-specific interest expense and debt extinguishment gains and losses to the extent there is secured debt on the property, and any related minority interest. In addition, any impairment losses on assets held for sale and the net gain or loss on the eventual disposal of properties held for sale are reported in discontinued operations.

For the years ended December 31, 2007, 2006 and 2005, income from discontinued operations, net totaled $85.9 million, $242.6 million and $105.8 million, respectively. The $156.7 million decrease in income from discontinued operations from 2006 to 2007 was principally due to a $194.5 million decrease in gain on dispositions of real estate, net of minority partners’ interests, a $19.5 million decrease in operating income and a $15.3 million decrease in recovery of deficit distributions to minority partners, offset by a $22.9 million decrease in interest expense, a $30.8 million favorable change in income tax arising from disposals and a $22.9 million gain on extinguishment of debt related to mortgage loans secured by the eight VMS properties sold to third parties during 2007 (see Note 3 to the consolidated financial statements in Item 8). The $136.8 million increase in income from discontinued operations from 2005 to 2006 was principally due to a $155.0 million increase in gain on dispositions of real estate, net of minority partners’ interests, a $26.4 million decrease in interest expense and an impairment recovery of $0.4 million in 2006 versus an impairment charge of $3.8 million in 2005, offset by a $23.7 million decrease in operating income and a $28.4 million increase in income tax arising from disposals.

During 2007, we sold 73 consolidated properties, resulting in a net gain on sale of approximately $63.2 million (which is net of $2.1 million of related income taxes). Additionally, we recognized $0.1 million in impairment recoveries on assets sold in 2007 and $0.4 million of net recoveries of deficit distributions to minority partners. During 2006, we sold 77 consolidated properties and the South Tower of the Flamingo South Beach property, resulting in a net gain on sale of approximately $226.9 million (which is net of $32.9 million of related income taxes). Additionally, we recognized $0.4 million in impairment recoveries on assets sold in 2006 and $15.7 million of net recoveries of deficit distributions to minority partners. During 2005, we sold 83 consolidated properties, resulting in a net gain on sale of approximately $100.3 million (which is net of $4.5 million of related income taxes). Additionally, we recognized $3.8 million in impairment losses on assets sold or held for sale in 2005 and $14.5 million of net recoveries of deficit distributions to minority partners. For the years ended December 31, 2007, 2006 and 2005, income from discontinued operations includes the operating results of the properties sold during these years as well the operating results of three properties classified as held for sale at December 31, 2007.

Changes in the level of gains recognized from period to period reflect the changing level of our disposition activity from period to period. Additionally, gains on properties sold are determined on an individual property basis or in the aggregate for a group of properties that are sold in a single transaction, and are not comparable period to period (see Note 13 of the consolidated financial statements in Item 8 for additional information on discontinued operations).

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, which requires us to make estimates and assumptions. We believe that the

following critical accounting policies involve our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Impairment of Long-Lived Assets

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

From time to time, we have non-revenue producing properties that we hold for future redevelopment. We assess the recoverability of the carrying amount of these redevelopment properties by comparing our estimate of undiscounted future cash flows based on the expected service potential of the redevelopment property upon completion to the carrying amount. In certain instances, we use a probability-weighted approach to determine our estimate of undiscounted future cash flows when alternative courses of action are under consideration.

At December 31, 2007, we evaluated our Lincoln Place property in Venice, CA and determined that the carrying amount of $189.3 million was recoverable based on our probability-weighted assessment of undiscounted cash flows. Plans to develop Lincoln Place have been the subject of controversy and litigation which reduces its market value and may result in a future impairment.

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

	•		the general economic climate;

	•		competition from other apartment communities and other housing options;

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

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

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

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

	•		changes in market capitalization rates; and

	•		the relative illiquidity of such investments.

Any adverse changes in these and other factors could cause an impairment in our long-lived assets, including real estate and investments in unconsolidated real estate partnerships. Based on periodic tests of recoverability of long-lived assets, for the years ended December 31, 2007 and 2005, we recorded net impairment losses of $6.6 million and $6.1 million, respectively, related to properties to be held and used. For the year ended December 31, 2006, we recorded net recoveries of previously recorded impairment losses of $0.8 million.

Notes Receivable and Interest Income Recognition

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

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

We recognize interest income on discounted notes receivable based upon whether the amount and timing of collections are both probable and reasonably estimable. We consider collections to be probable and reasonably estimable when the borrower has entered into certain closed or pending transactions (which include real estate sales, refinancings, foreclosures and rights offerings) that provide a reliable source of repayment. In such instances, we recognize accretion income, on a prospective basis using the effective interest method over the estimated remaining

term of the loans, equal to the difference between the carrying amount of the discounted notes and the estimated collectible value. We record income on all other discounted notes using the cost recovery method. Accretion income recognized in any given period is based on our ability to complete transactions to monetize the notes receivable and the difference between the carrying value and the estimated collectible value of the notes; therefore, accretion income varies on a period by period basis and could be lower or higher than in prior periods.

Allowance for Losses on Notes Receivable

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

During the years ended December 31, 2007 and 2006, we recorded net provisions for losses on notes receivable of $4.0 million and $2.8 million, respectively, and during the year ended December 31, 2005, we recorded net recoveries of previously recorded provisions for losses on notes receivable of $1.4 million. We will continue to evaluate the collectibility of these notes, and we will adjust related allowances in the future due to changes in market conditions and other factors.

Capitalized Costs

We capitalize costs, including certain indirect costs, incurred in connection with our capital expenditure activities, including redevelopment and construction projects, other tangible property improvements, and replacements of existing property components. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level. We characterize as “indirect costs” an allocation of certain department costs, including payroll, at the regional operating center and corporate levels that clearly relate to capital expenditure activities. We capitalize interest, property taxes and insurance during periods in which redevelopment and construction projects are in progress. Costs incurred in connection with capital expenditure activities are capitalized where the costs of the improvements or replacements exceed $250. We charge to expense as incurred costs that do not relate to capital expenditure activities, including ordinary repairs, maintenance, resident turnover costs and general and administrative expenses (see Capital Expenditures and Related Depreciation in Note 2 to the consolidated financial statements in Item 8).

For the years ended December 31, 2007, 2006 and 2005, for continuing and discontinued operations, we capitalized $30.8 million, $24.7 million and $18.1 million, respectively, of interest costs, and $78.1 million, $66.2 million and $53.3 million, respectively, of site payroll and indirect costs, respectively.

Funds From Operations

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

For the years ended December 31, 2007, 2006 and 2005, our FFO is calculated as follows (in thousands):


		2007				2006				2005
Net income (loss) attributable to common unitholders (1)	$		(39,027	)	$		106,537		$		(18,202	)
Adjustments:
Depreciation and amortization (2)			487,822				452,741				372,526
Depreciation and amortization related to non-real estate assets			(21,258	)			(25,511	)			(29,496	)
Depreciation of rental property related to minority partners and unconsolidated entities (3) (4)			(32,150	)			(7,314	)			(8,131	)
Depreciation of rental property related to minority partners’ interest — adjustment (5)			—				7,377				—
Gain on dispositions of unconsolidated real estate and other			(31,777	)			(26,845	)			(17,152	)
Gain on dispositions of non-depreciable assets and debt extinguishment gain			26,702				11,526				2,480
Deficit distributions to minority partners (6)			39,150				20,802				11,505
Discontinued operations:
Gain on dispositions of real estate, net of minority partners’ interest (3)			(65,378	)			(259,855	)			(104,807	)
Depreciation of rental property, net of minority partners’ interest (3) (4)			(8,385	)			35,487				63,083
Recovery of deficit distributions to minority partners, net (6)			(390	)			(15,724	)			(14,495	)
Income tax arising from disposals			2,135				32,918				4,481
Preferred OP Unit distributions			70,509				83,679				97,823
Preferred OP Unit redemption related costs			2,635				6,848				1,123

Funds From Operations	$		430,588		$		422,666		$		360,738
Preferred OP Unit distributions			(70,509	)			(83,679	)			(97,823	)
Preferred OP Unit redemption related costs			(2,635	)			(6,848	)			(1,123	)
Distributions on dilutive preferred securities			1,875				2,444				3,962

Funds From Operations attributable to common unitholders — diluted	$		359,319		$		334,583		$		265,754


Weighted average number of common units, common unit equivalents and dilutive preferred securities outstanding (8):
Common units and equivalents (7)			111,763				113,885				109,612
Dilutive preferred securities			609				1,868				3,092

Total			112,372				115,753				112,704


Notes:

(1)		Represents the numerator for earnings per common unit, calculated in accordance with GAAP.

(2)		Includes amortization of management contracts where we are the general partner. Such management contracts were established in certain instances where we acquired a general partner interest in either a consolidated or an unconsolidated partnership. Because the recoverability of these management contracts depends primarily on the operations of the real estate owned by the limited partnerships, we believe it is consistent with the White Paper to add back such amortization, as the White Paper directs the add-back of amortization of assets uniquely significant to the real estate industry.

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

(4)		Adjustments related to minority partners’ share of depreciation of rental property for the year ended December 31, 2007, include the subtraction of $15.1 million and $17.8 million for continuing operations and discontinued operations, respectively, related to the VMS debt extinguishment gains (see Note 3 to the consolidated financial statements in Item 8). These subtractions are required because we added back the minority partners’ share of depreciation related to rental property in determining FFO in prior periods. Accordingly, the net effect of the VMS debt extinguishment gains on our FFO for the year ended December 31, 2007, was an increase of $9.3 million.

(5)		Represents prior period depreciation of certain tax credit redevelopment properties that Aimco included in an adjustment to minority interest in real estate partnerships for the year ended December 31, 2006 (see Tax Credit Arrangements in Note 2 to the consolidated financial statements in Item 8). This prior period depreciation is added back to determine FFO in accordance with the NAREIT White Paper.

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


		White Paper guidance that requires real estate depreciation and gains to be excluded from FFO, we add back deficit distributions and subtract related recoveries in our reconciliation of net income to FFO.

(7)		Represents the denominator for earnings per common unit – diluted, calculated in accordance with GAAP, plus additional common unit equivalents that are dilutive for FFO.

(8)		Weighted average common units, common unit equivalents and dilutive preferred securities amounts for the periods presented have been retroactively adjusted for the effect of 4,573,735 common OP Units issued to Aimco pursuant to the special distribution discussed in Note 1 to the consolidated financial statements in Item 8.

Liquidity and Capital Resources

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

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

At December 31, 2007, we had $210.5 million in cash and cash equivalents, a decrease of $19.4 million from December 31, 2006. At December 31, 2007, we had $319.0 million of restricted cash, primarily consisting of reserves and escrows held by lenders for bond sinking funds, capital expenditures, property taxes and insurance. In addition, cash, cash equivalents and restricted cash are held by partnerships that are not presented on a consolidated basis. The following discussion relates to changes in cash due to operating, investing and financing activities, which are presented in our consolidated statements of cash flows in Item 8.

Operating Activities

For the year ended December 31, 2007, our net cash provided by operating activities of $465.5 million was primarily from operating income from our consolidated properties, which is affected primarily by rental rates, occupancy levels and operating expenses related to our portfolio of properties. Cash provided by operating activities decreased $55.7 million compared with the year ended December 31, 2006, driven by cash from changes in operating assets and liabilities of $11.9 million in 2007 compared to $65.0 million in 2006.

Investing Activities

For the year ended December 31, 2007, our net cash used in investing activities of $270.7 million primarily resulted from investments in our existing real estate assets through capital spending as well as the acquisition of 16 properties and purchases of interests in real estate partnerships (see Note 3 to the consolidated financial statements in Item 8 for further information on acquisitions), partially offset by proceeds received from the sales of properties and the sales of partnership interests.

Although we hold all of our properties for investment, we sell properties when they do not meet our investment criteria or are located in areas that we believe do not justify our continued investment when compared to alternative uses for our capital. During the year ended December 31, 2007, we sold 73 consolidated properties for an aggregate sales price of $493.5 million, generating proceeds totaling $431.9 million after the payment of transaction costs and the buyers’ assumption of debt. Sales proceeds were used to repay property level debt, repay borrowings under our revolving credit facility, repurchase shares of our Common Stock and for other corporate purposes.

We are currently marketing for sale certain properties that are inconsistent with our long-term investment strategy. Additionally, from time to time, we may market certain properties that are consistent with our long-term

investment strategy but offer attractive returns. We plan to use our share of the net proceeds from such dispositions to reduce debt, fund capital expenditures on existing assets, fund property and partnership acquisitions, repurchase common OP Units from Aimco in connection with Aimco’s concurrent repurchases of Class A Common Stock, and for other operating needs and corporate purposes.

Capital Expenditures

We classify all capital spending as Capital Replacements (which we refer to as CR), Capital Improvements (which we refer to as CI), casualties, redevelopment or entitlement. Expenditures other than casualty, redevelopment and entitlement capital expenditures are apportioned between CR and CI based on the useful life of the capital item under consideration and the period we have owned the property.

CR represents the share of capital expenditures that are deemed to replace the portion of acquired capital assets that was consumed during the period we have owned the asset. CI represents the share of expenditures that are made to enhance the value, profitability or useful life of an asset as compared to its original purchase condition. CR and CI excludes capital expenditures for casualties, redevelopment and entitlements. Casualty expenditures represent capitalized costs incurred in connection with casualty losses and are associated with the restoration of the asset. A portion of the restoration costs may be reimbursed by insurance carriers subject to deductibles associated with each loss. Redevelopment expenditures represent expenditures that substantially upgrade the property. Entitlement expenditures represent costs incurred in connection with obtaining local governmental approvals to increase density and add residential units to a site. For the year ended December 31, 2007, we spent a total of $102.6 million, $123.7 million, $12.7 million, $352.8 million and $26.3 million on CR, CI, casualties, redevelopment and entitlement, respectively.

The table below details our share of actual spending, on both consolidated and unconsolidated real estate partnerships, for CR, CI, casualties, redevelopment and entitlements for the year ended December 31, 2007, on a total dollar basis. Per unit numbers for CR and CI are based on approximately 132,862 average units for the year including 115,046 conventional units and 17,817 affordable units. Average units are weighted for the portion of the period that we owned an interest in the property, represent ownership-adjusted effective units, and exclude non-managed units. Total capital expenditures are reconciled to our consolidated statement of cash flows for the same period (in thousands, except per unit amounts).


		Aimco’s				Per
		Share of				Effective
		Expenditures				Unit
Capital Replacements Detail:
Building and grounds	$		43,579		$		328
Turnover related			45,635				343
Capitalized site payroll and indirect costs			13,398				101

Our share of Capital Replacements	$		102,612		$		772


Capital Replacements:
Conventional	$		95,329		$		829
Affordable			7,283		$		409

Our share of Capital Replacements			102,612		$		772


Capital Improvements:
Conventional			113,977		$		991
Affordable			9,684		$		544

Our share of Capital Improvements			123,661		$		931


Casualties:
Conventional			11,404
Affordable			1,313

Our share of casualties			12,717


Redevelopment:
Conventional projects			290,898
Tax credit projects			61,919

Our share of redevelopment			352,817


Entitlement			26,304

Our share of capital expenditures			618,111
Plus minority partners’ share of consolidated spending			72,358
Less our share of unconsolidated spending			(750	)

Total capital expenditures per consolidated statement of cash flows	$		689,719

Included in the above spending for CI, casualties, redevelopment and entitlement, was approximately $68.1 million of our share of capitalized site payroll and indirect costs related to these activities for the year ended December 31, 2007.

We funded all of the above capital expenditures with cash provided by operating activities, working capital, property sales and borrowings under our Credit Facility, as discussed below.

Financing Activities

For the year ended December 31, 2007, net cash used in financing activities of $214.2 million primarily related to repayments of property loans, distributions to minority interests, payment of common and preferred dividends, repurchases of Common Stock and redemption of the Class W Cumulative Convertible Preferred Stock. Proceeds from property loans and stock option exercises partially offset the cash outflow.

Mortgage Debt

At December 31, 2007 and 2006, we had $7.0 billion and $6.3 billion, respectively, in consolidated mortgage debt outstanding, which included $11.6 million and $239.2 million, respectively, of mortgage debt classified within liabilities related to assets held for sale. During the year ended December 31, 2007, we refinanced or closed mortgage loans on 144 consolidated properties generating $1,795.5 million of proceeds from borrowings with a weighted average interest rate of 6.09%. Our share of the net proceeds after repayment of existing debt, payment of transaction costs and distributions to limited partners, was $864.2 million. We used these total net proceeds for capital expenditures and other corporate purposes. We intend to continue to refinance mortgage debt to generate

proceeds in amounts exceeding our scheduled amortizations and maturities, generally not to increase loan-to-value, but as a means to monetize asset appreciation.

Credit Facility

We have an Amended and Restated Senior Secured Credit Agreement with a syndicate of financial institutions, which we refer to as the Credit Agreement.

During the year ended December 31, 2007, we amended various terms in our Credit Agreement which included (i) an increase in aggregate commitments; (ii) a modification of the capitalization rate used in the calculation of certain financial covenants; (iii) a modification to permit proceeds of loans under the Credit Agreement to be used to repurchase equity interests of the borrowers, including our Common Stock, and provide that the purchase of such equity interests is not restricted as long as no default or event of default under the Credit Agreement exists; and (iv) elimination of the limitation on incurrence of indebtedness that is pari passu with the Credit Agreement.

The Credit Agreement was expanded from total commitments of $850.0 million to $1.125 billion. Prior to the amendments, the Credit Agreement was comprised of $400.0 million in term loans and $450.0 million of revolving loan commitments. In connection with the amendments, we obtained an additional term loan of $75.0 million with a one year term and pricing equal to LIBOR plus 1.375%, or a base rate at our option, and additional revolving loan commitments totaling $200.0 million with the same maturity and pricing as the existing revolving loan commitments. We may extend the $75.0 million term loan for one year, subject to the satisfaction of certain conditions including the payment of a 12.5 basis point fee on the amount of the term loan then outstanding. We are also permitted to increase the aggregate commitments (which may be revolving or term loan commitments) by an amount not to exceed $175.0 million, subject to receipt of commitments from lenders and other customary conditions.

At December 31, 2007, the term loans had an outstanding principal balance of $475.0 million and a weighted average interest rate of 6.38%. At December 31, 2007, the revolving loan commitments were $650.0 million and had no outstanding principal balance. The amount available under the revolving loan commitments at December 31, 2007, was $606.5 million (after giving effect to $43.5 million outstanding for undrawn letters of credit issued under the revolving loan commitments).

Partners’ Capital Transactions

On December 21, 2007, Aimco’s board of directors declared a special dividend of $2.51 per share payable on January 30, 2008, to holders of record of Aimco Class A Common Stock on December 31, 2007. We declared a corresponding special distribution, totaling $257.2 million, which was paid on 102,478,510 common OP Units and High Performance Units issued and outstanding on the record date, which included 416,140 common OP Units held by us and our consolidated subsidiaries. Pursuant to Aimco’s special dividend, Aimco stockholders had the option to elect to receive payment of the special dividend in cash, shares or a combination of cash and shares, except that the aggregate amount of cash payable to all stockholders in the special dividend was limited to $55.0 million plus cash paid in lieu of fractional shares. Based on stockholder elections, Aimco paid approximately $177.9 million of the special dividend through the issuance of 4,594,074 shares of Aimco’s Class A Common Stock (including 20,339 shares issued to us and our consolidated subsidiaries), which was determined based on the average closing price of Aimco’s Class A Common Stock on January 23-24, 2008, or $38.71 per share. In connection with Aimco’s special dividend, we made a distribution to Aimco of common OP Units equal to the number of shares issued pursuant to the special dividend, in addition to $55.0 million in cash. In connection with our special distribution, holders of common OP Units other than Aimco and holders of High Performance Units received the special distribution entirely in cash.

After elimination of the effect of units held by us and our consolidated subsidiaries, the special distribution totaled $256.2 million. Approximately $177.1 million of the special distribution was paid through the issuance of 4,573,735 common OP Units (excluding 20,339 units issued to us and our consolidated subsidiaries) to Aimco, which held 92,379,751 common OP Units on the record date (excluding 416,140 units held by us and our consolidated subsidiaries), representing an increase of approximately 4.95% to the then outstanding common OP Units held by Aimco, or a 4.48% increase to the total outstanding common OP Units and High Performance Units at December 31, 2007. The effect of the issuance of additional common OP Units to Aimco pursuant to the special distribution has been retroactively reflected in each of the historical periods presented as if those units were issued and outstanding at the beginning of the earliest period presented; accordingly, all activity including unit issuances, repurchases and forfeitures have been adjusted to reflect the 4.95% increase in the number of common OP Units held by Aimco, except in limited instances where noted.

During the year ended December 31, 2007, Aimco redeemed all outstanding shares of its privately held 8.1% Class W Cumulative Convertible Preferred Stock for an aggregate redemption price of approximately $102.0 million, excluding accrued and unpaid dividends through the date of redemption (see Preferred Stock in Note 11 to the consolidated financial statements in Item 8 for additional information about our preferred stock transactions during 2007). Concurrent with such redemption, we redeemed for cash of approximately $102.0 million all of the remaining Class W Partnership Preferred Units held by Aimco.

Under the shelf registration statement filed by Aimco and the Partnership, as of December 31, 2007, we had available for issuance approximately $500.0 million of debt securities and Aimco had available for issuance approximately $877.0 million of debt and equity securities. At January 30, 2008, following the issuance of additional shares of Common Stock pursuant to Aimco’s special dividend discussed in Note 1 to the consolidated financial statements in Item 8, Aimco had available for issuance approximately $699.1 million of debt and equity securities.

Aimco’s board of directors has, from time to time, authorized Aimco to repurchase shares of Aimco Class A Common Stock and preferred stock. During the year ended December 31, 2007, we repurchased approximately 7.5 million partnership common units from Aimco for approximately $325.8 million concurrent with Aimco’s repurchase of an equal number of shares of Class A Common Stock (7.8 million units after adjustment for the effect of the special distribution). As of December 31, 2007, Aimco was authorized to repurchase approximately 8.2 million additional shares of Aimco Class A Common Stock under an authorization that has no expiration date. On January 29, 2008, Aimco’s board of directors increased the number of shares authorized for repurchase by 25.0 million shares. Between January 1, 2008 and February 15, 2008, we repurchased approximately 5.1 million partnership common units for approximately $170.6 million, or $33.67 per unit, concurrent with Aimco’s repurchase of an equal number of shares of Aimco Class A Common Stock for the same consideration. Aimco’s future repurchases may be made from time to time in the open market or in privately negotiated transactions. In the event of any repurchases of shares of Aimco Class A Common Stock by Aimco, it is expected that the Partnership would repurchase an equal number of common OP Units owned by Aimco.

Contractual Obligations

This table summarizes information contained elsewhere in this Annual Report regarding payments due under contractual obligations and commitments as of December 31, 2007 (amounts in thousands):


			Less than						More than
	Total		One Year		1-3 Years		3-5 Years		5 Years
Scheduled long-term debt maturities	$	7,056,782	$	455,776	$	1,170,581	$	983,860	$	4,446,565
Term loans		475,000		—		75,000		400,000		—
Redevelopment and other construction commitments		151,953		145,552		6,401		—		—
Leases for space occupied		39,668		9,001		13,766		10,214		6,687
Other obligations (1)		6,200		6,200		—		—		—

Total	$	7,729,603	$	616,529	$	1,265,748	$	1,394,074	$	4,453,252


(1)		Represents a commitment to fund $6.2 million in second mortgage loans on certain properties in West Harlem, New York City.

In addition, we may enter into commitments to purchase goods and services in connection with the operations of our properties. Those commitments generally have terms of one year or less and reflect expenditure levels comparable to our historical expenditures.

Future Capital Needs

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

In 2008, we expect to invest between $250.0 and $300.0 million in conventional redevelopment projects and we expect to invest approximately $72.0 million in affordable redevelopment projects predominantly funded by third-party tax credit equity.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

We had $1,754.4 million of floating rate debt outstanding at December 31, 2007. Of the total floating rate debt, the major components were floating rate tax-exempt bond financing ($698.4 million), floating rate secured notes ($572.5 million), and term loans ($475.0 million). Historically, changes in tax-exempt interest rates have been at a ratio of less than 1:1 with changes in taxable interest rates. Floating rate tax-exempt bond financing is benchmarked against the SIFMA rate (previously the Bond Market Association index), which since 1981 has averaged 68% of the 30-day LIBOR rate. If this relationship continues, an increase in 30-day LIBOR of 1.0% (0.68% in tax-exempt interest rates) would result in our income before minority interests and cash flows being reduced by $15.3 million on an annual basis. This would be offset by variable rate interest income earned on certain assets, including cash and cash equivalents and notes receivable, as well as interest that is capitalized on a portion of this variable rate debt incurred in connection with our redevelopment activities. Considering these offsets, the same increase in 30-day LIBOR would result in our income before minority interests and cash flows being reduced by $6.5 million on an annual basis. Comparatively, if 30-day LIBOR had increased by 1% in 2006, our income before minority interests and cash flows, after considering such offsets would have been reduced by $8.5 million on an annual basis. The potential reduction of income before minority interests was higher in 2007 as compared to 2006 primarily due to higher floating rate balances resulting from refinancing of certain fixed rate mortgages and increases in our use of total rate of return swaps to effectively convert higher fixed rate debt to lower variable rates benchmarked against the BMA index (see Note 2 to the consolidated financial statements in Item 8 for further discussion of total rate of return swaps).

We believe that the fair values of our floating rate secured tax-exempt bond debt and floating rate secured long-term debt as of December 31, 2007, approximate their carrying values. The fair value for our fixed-rate debt agreements was estimated based on the market rate for debt with the same or similar terms. The combined carrying amount of our fixed-rate secured tax-exempt bonds and fixed-rate secured notes payable at December 31, 2007 was $5.7 billion compared to the estimated fair value of $5.8 billion (see Note 2 to the consolidated financial statements in Item 8). If market rates for our fixed-rate debt were higher by 1%, the estimated fair value of our fixed-rate debt would have decreased from $5.8 billion to $5.5 billion. If market rates for our fixed-rate debt were lower by 1%, the estimated fair value of our fixed-rate debt would have increased from $5.8 billion to $6.1 billion.

Item 8. Financial Statements and Supplementary Data

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

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

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

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

Management’s Report on Internal Control Over Financial Reporting

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

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

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

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

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

Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on the assessment, management concluded that, as of December 31, 2007, the Partnership’s internal control over financial reporting is effective.

The Partnership’s independent registered public accounting firm has issued an attestation report on the Partnership’s internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act) during fourth quarter 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

The Partners
AIMCO Properties, L.P.

We have audited AIMCO Properties, L.P.’s (the “Partnership”) internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Partnership’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.

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

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

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

In our opinion, AIMCO Properties, L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AIMCO Properties, L.P. as of December 31, 2007 and December 31, 2006, and the related consolidated statements of income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2007, and our report dated February 29, 2008 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Denver, Colorado
February 29, 2008

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The officers of Aimco are also the officers of the General Partner and hold the same titles. The information required by this item is presented under the captions “Board of Directors and Officers,” and “Corporate Governance Matters – Code of Ethics” in the proxy statement for Aimco’s 2008 annual meeting of stockholders and is incorporated herein by reference. The board of directors of the General Partner consists of Terry Considine and Thomas M. Herzog and the information with respect to Messrs. Considine and Herzog is incorporated herein by reference.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the General Partner’s executive officers and directors, and persons who own more than ten percent of a registered class of OP Units, to file reports (Forms 3, 4 and 5) of unit ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Executive officers, directors and beneficial owners of more than ten percent of the OP Units are required by SEC regulations to furnish Aimco with copies of all such forms that they file. Based solely on our review of the copies of Forms 3, 4 and 5 and the amendments thereto received by us for the year ended December 31, 2007, or written representations from certain reporting persons that no Forms 5 were required to be filed by those persons, we believe that during the period ended December 31, 2007, all filing requirements were complied with by the General Partner’s executive officers and directors and beneficial owners of more than ten percent of the OP Units.

Audit Committee and Nominating and Corporate Governance Committee. The board of directors of the General Partner does not have a separate audit committee or nominating and corporate governance committee. Based on the structure of the Partnership and its relationship to Aimco, which has a separate nominating committee, a nominating committee for the Partnership is not warranted. The audit committee of Aimco’s board of directors makes determinations concerning the engagement of the independent registered public accounting firm for Aimco and its subsidiaries, including the Partnership. In addition, the Aimco audit committee reviews with the independent registered public accounting firm the plans and results of the audit engagement, reviews the independence of the independent registered public accounting firm, considers the range of audit and non-audit fees and reviews the adequacy of internal control over financial reporting. The Aimco audit committee currently consists of James N. Bailey, Richard S. Ellwood, Thomas L. Keltner, J. Landis Martin, Robert A. Miller, Thomas L. Rhodes and Michael A. Stein. Aimco’s board of directors has determined that Michael A. Stein is an “audit committee financial expert.” Aimco’s board of directors has also determined that each member of the audit committee is independent, as that term is defined by Section 303A of the listing standards of the New York Stock Exchange relating to audit committees.

Item 11. Executive Compensation

The information required by this item is presented under the captions “Compensation Discussion and Analysis,” “Compensation and Human Resources Committee Report to Stockholders,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2007,” “Outstanding Equity Awards at Fiscal Year-End 2007,” “Option Exercises and Stock Vested,” and “Potential Payments Upon Termination or Change in Control,” in the proxy statement for Aimco’s 2008 annual meeting of stockholders and is incorporated herein by reference. The directors of the General Partner do not receive additional compensation for serving as directors.

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

The information required by this item is presented under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the proxy statement for Aimco’s 2008 annual meeting of stockholders and is incorporated herein by reference. The board of directors of the General Partner consists of Messrs. Considine and Herzog and the information with respect to Messrs. Considine and Herzog is incorporated herein by reference. As of February 25, 2008, AIMCO-L.P., Inc. held approximately 90% of the common OP Units and equivalents outstanding.

PART IV

Item 15. Exhibits and Financial Statement Schedules


		(a)(1)		The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and incorporated herein by reference.
		(a)(2)		The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report and incorporated herein by reference.
		(a)(3)		The Exhibit Index is incorporated herein by reference.

INDEX TO EXHIBITS (1) (2)


EXHIBIT NO.		DESCRIPTION
10.1		Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as amended and restated as of February 28, 2007 (Exhibit 10.1 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2006, is incorporated herein by this reference)

10.2		First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 31, 2007 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 31, 2007, is incorporated herein by this reference)

10.3		Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among Aimco, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by this reference)

10.4		First Amendment to Amended and Restated Secured Credit Agreement, dated as of June 16, 2005, by and among Aimco, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated June 16, 2005, is incorporated herein by this reference)

10.5		Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Aimco, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 10-K, dated March 22, 2006, is incorporated herein by this reference)

10.6		Third Amendment to Senior Secured Credit Agreement, dated as of August 31, 2007, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated August 31, 2007, is incorporated herein by this reference)

10.7		Fourth Amendment to Senior Secured Credit Agreement, dated as of September 14, 2007, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 14, 2007, is incorporated herein by this reference)

10.8		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)


EXHIBIT NO.		DESCRIPTION
10.9		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)

10.10		Limited Liability Company Agreement of AIMCO JV Portfolio #1, LLC dated as of December 30, 2003 by and among AIMCO BRE I, LLC, AIMCO BRE II, LLC and SRV-AJVP#1, LLC (Exhibit 10.54 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2003, is incorporated herein by this reference)

10.11		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)*

10.12		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)^*

10.13		Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, is incorporated herein by this reference)^*

10.14		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)^*

10.15		2007 Stock Award and Incentive Plan (incorporated by reference to Appendix A to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2007)*

10.16		Form of Restricted Stock Agreement (Exhibit 10.2 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is incorporated herein by this reference)*

10.17		Form of Non-Qualified Stock Option Agreement (Exhibit 10.3 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is incorporated herein by this reference)*

10.18		2007 Employee Stock Purchase Plan (incorporated by reference to Appendix B to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2007)*

21.1		List of Subsidiaries

23.1		Consent of Independent Registered Public Accounting Firm

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1		Agreement re: disclosure of long-term debt instruments


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

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

*		Management contract or compensatory plan or arrangement

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Partners
AIMCO Properties, L.P.

We have audited the accompanying consolidated balance sheets of AIMCO Properties, L.P. the "Partnership" as of December 31, 2007 and 2006, and the related consolidated statements of income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedule listed in the accompanying Index to Financial Statements. These financial statements and schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of AIMCO Properties, L.P. at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with United States generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, in 2006 the Partnership adopted the provisions of Emerging Issues Task Force Issue 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), AIMCO Properties, L.P.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2008 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Denver, Colorado
February 29, 2008

F-2

AIMCO PROPERTIES, L.P.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2007 and 2006

(In thousands)


		2007				2006
ASSETS
Real estate:
Buildings and improvements	$		9,724,669		$		9,105,284
Land			2,659,265				2,355,497

Total real estate			12,383,934				11,460,781
Less accumulated depreciation			(3,034,737	)			(2,701,587	)

Net real estate			9,349,197				8,759,194
Cash and cash equivalents			210,461				229,824
Restricted cash			318,959				346,029
Accounts receivable, net			71,463				87,166
Accounts receivable from affiliates, net			34,958				19,370
Deferred financing costs			79,923				70,418
Notes receivable from unconsolidated real estate partnerships, net			35,186				40,641
Notes receivable from non-affiliates, net			143,054				139,352
Notes receivable from Aimco			14,765				14,016
Investment in unconsolidated real estate partnerships			116,086				37,869
Other assets			207,783				202,685
Deferred income tax assets, net			14,426				—
Assets held for sale			24,336				356,527

Total assets	$		10,620,597		$		10,303,091


LIABILITIES AND PARTNERS’ CAPITAL
Property tax-exempt bond financing	$		941,555		$		926,952
Property loans payable			6,040,170				5,098,916
Term loans			475,000				400,000
Credit facility			—				140,000
Other borrowings			75,057				67,660

Total indebtedness			7,531,782				6,633,528

Accounts payable			56,792				54,972
Accrued liabilities and other			449,485				409,990
Deferred income			202,392				142,260
Security deposits			49,469				42,401
Deferred income tax liabilities, net			—				4,379
Liabilities related to assets held for sale			11,867				264,757

Total liabilities			8,301,787				7,552,287


Minority interest in consolidated real estate partnerships			442,804				213,202

Commitments and contingencies (Note 8)

Partners’ capital:
Preferred units			803,593				902,755
General Partner and Special Limited Partner			853,615				1,220,326
Limited Partners			253,652				439,903
High Performance Units			(28,703	)			(18,308	)
Investment in Aimco Class A Common Stock			(6,151	)			(7,074	)

Total partners’ capital			1,876,006				2,537,602

Total liabilities and partners’ capital	$		10,620,597		$		10,303,091

See notes to consolidated financial statements.

F-3

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31, 2007, 2006 and 2005

(In thousands, except per unit data)


		2007				2006				2005
REVENUES:
Rental and other property revenues	$		1,640,506		$		1,540,500		$		1,283,815
Property management revenues, primarily from affiliates			6,923				12,312				24,528
Activity fees and asset management revenues			73,755				48,893				37,349

Total revenues			1,721,184				1,601,705				1,345,692


OPERATING EXPENSES:
Property operating expenses			768,457				709,694				599,208
Property management expenses			5,506				5,111				7,499
Activity and asset management expenses			23,102				17,342				19,316
Depreciation and amortization			487,822				452,741				372,526
General and administrative expenses			89,251				90,149				83,012
Other expenses (income), net			(212	)			7,403				(3,011	)

Total operating expenses			1,373,926				1,282,440				1,078,550

Operating income			347,258				319,265				267,142

Interest income			43,288				37,002				35,947
Recovery of (provision for) losses on notes receivable, net			(3,951	)			(2,785	)			1,365
Interest expense			(422,130	)			(391,465	)			(330,717	)
Deficit distributions to minority partners			(39,150	)			(20,802	)			(11,505	)
Equity in losses of unconsolidated real estate partnerships			(277	)			(2,070	)			(3,139	)
Real estate impairment (losses) recoveries, net			(6,638	)			813				(6,120	)
Gain on dispositions of unconsolidated real estate and other			31,777				26,845				17,152

Loss before minority interest and discontinued operations			(49,823	)			(33,197	)			(29,875	)

Minority interest in consolidated real estate partnerships			(2,009	)			(12,361	)			4,812

Loss from continuing operations			(51,832	)			(45,558	)			(25,063	)
Income from discontinued operations, net			85,949				242,622				105,807

Net income			34,117				197,064				80,744
Net income attributable to preferred unitholders			73,144				90,527				98,946

Net (loss) income attributable to common unitholders	$		(39,027	)	$		106,537		$		(18,202	)


Earnings (loss) per common unit — basic:
Loss from continuing operations (net of preferred distributions)	$		(1.14	)	$		(1.23	)	$		(1.14	)
Income from discontinued operations			0.78				2.19				0.97

Net income (loss) attributable to common unitholders	$		(0.36	)	$		0.96		$		(0.17	)

Earnings (loss) per common unit — diluted:
Loss from continuing operations (net of preferred distributions)	$		(1.14	)	$		(1.23	)	$		(1.14	)
Income from discontinued operations			0.78				2.19				0.97

Net income (loss) attributable to common unitholders	$		(0.36	)	$		0.96		$		(0.17	)


Weighted average common units outstanding			109,375				110,512				109,013

Weighted average common units and equivalents outstanding			109,375				110,512				109,013

Distributions declared per common unit	$		4.12		$		2.30		$		2.87

See notes to consolidated financial statements.

F-4

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

For the Years Ended December 31, 2007, 2006 and 2005

(In thousands)


						General
						Partner								High				Investment				Note
						and Special								Perform-				In Aimco				Receivable
		Preferred				Limited				Limited				ance				Common				from
		Units				Partner				Partners				Units				Stock				Aimco				Total
Partners’ Capital at December 31, 2004	$		1,131,041		$		1,851,733		$		326,113		$		(8,880	)	$		(8,920	)	$		—		$		3,291,087
Redemption of preferred units held by Aimco			(31,573	)			—				—				—				—				—				(31,573	)
Contribution from Aimco related to stock purchased by officers, net			—				13,038				—				—				—				—				13,038
Contribution from Aimco related to options and warrants exercised			—				2,315				—				—				—				—				2,315
Amortization of Aimco stock-based compensation			—				9,975				—				—				—				—				9,975
Common and preferred units redeemed by Limited Partners to Special Limited Partner			(41	)			16,894				(16,853	)			—				—				—				—
Issuance of Class VIII Units, net			—				—				—				128				—				—				128
Issuance of Class Thirteen Preferred Units to Aimco in exchange for note receivable			85,412				—				—				—				—				(85,412	)			—
Preferred unit issuance costs			(409	)			—				—				—				—				—				(409	)
Redemption of common units			—				—				(3,130	)			—				—				—				(3,130	)
Purchase of Oxford warrants			—				(1,050	)			—				—				—				—				(1,050	)
Acquisitions of real estate or interests in real estate through issuance of common units and other			—				310				1,396				—				—				—				1,706
Net income			98,946				(16,310	)			(1,476	)			(416	)			—				—				80,744
Distributions to common and high performance unitholders			—				(285,177	)			(26,280	)			(7,139	)			923				—				(317,673	)
Distributions to preferred unitholders			(99,756	)			—				—				—				—				—				(99,756	)
Adjustment to reflect Limited Partners’ capital at redemption value			—				(21,682	)			21,682				—				—				—				—

Partners’ Capital at December 31, 2005			1,183,620				1,570,046				301,452				(16,307	)			(7,997	)			(85,412	)			2,945,402
Cumulative effect of change in accounting principle – adoption of EITF 04-5 (Note 2)			—				(75,012	)			(7,331	)			(2,221	)			—				—				(84,564	)
Issuance of CRA Preferred Units, conversion of Class Thirteen Preferred Units and repayment of note receivable from Aimco			12,079				—				—				—				—				85,412				97,491
Redemption of preferred units held by Aimco			(286,750	)			—				—				—				—				—				(286,750	)
Common and preferred units redeemed by Limited Partners to Special Limited Partner			(199	)			4,562				(4,363	)			—				—				—				—
Contribution from Aimco related to employee stock purchases, net			—				21,880				—				—				—				—				21,880
Contribution from Aimco related to stock option exercises			—				107,603				—				—				—				—				107,603
Amortization of Aimco stock-based compensation			—				15,874				—				—				—				—				15,874
Issuance of Class IX Units, net			—				—				—				654				—				—				654
High Performance Unit valuation adjustment (Note 10)			—				—				—				2,899				—				—				2,899
Redemption of preferred units and common units			—				—				(7,045	)			—				—				—				(7,045	)
Repurchase of common units related to Aimco common stock repurchases			—				(120,258	)			—				—				—				—				(120,258	)
Other, net			—				452				1,289																1,741
Net income			90,527				96,280				7,872				2,385				—				—				197,064
Distributions to common and high performance unitholders			—				(233,108	)			(19,964	)			(5,718	)			923				—				(257,867	)
Distributions to preferred unitholders			(96,522	)			—				—				—				—				—				(96,522	)
Adjustment to reflect Limited Partners’ capital at redemption value			—				(167,993	)			167,993				—				—				—				—

Partners’ Capital at December 31, 2006			902,755				1,220,326				439,903				(18,308	)			(7,074	)			—				2,537,602
Cumulative effect of change in accounting principle – adoption of FIN 48 (Note 2)			—				(763	)			(61	)			(20	)			—				—				(844	)
Redemption of preferred units held by Aimco			(100,000	)			(2,000	)			—				—				—				—				(102,000	)
Common and preferred units redeemed by Limited Partners to Special Limited Partner			—				27,853				(27,853	)			—				—				—				—
Contribution from Aimco related to employee stock purchases, net			—				1,827				—				—				—				—				1,827
Contribution from Aimco related to stock option exercises			—				53,719				—				—				—				—				53,719
Amortization of Aimco stock-based compensation			—				19,235				—				—				—				—				19,235
High Performance Unit valuation adjustment			—				—				—				720				—				—				720
Redemption of preferred units and common units			—				—				(2,181	)			—				—				—				(2,181	)
Repurchase of common units related to Aimco common stock repurchases			—				(325,822	)			—				—				—				—				(325,822	)
Other, net			—				(1,462	)			2,998				—				—				—				1,536
Net income			73,144				(35,549	)			(2,629	)			(849	)			—				—				34,117
Distributions to common and high performance unitholders			—				(228,945	)			(31,329	)			(10,246	)			923				—				(269,597	)
Distributions to preferred unitholders			(72,306	)			—				—				—				—				—				(72,306	)
Adjustment to reflect Limited Partners’ capital at redemption value			—				125,196				(125,196	)			—				—				—				—

Partners’ Capital at December 31, 2007	$		803,593		$		853,615		$		253,652		$		(28,703	)	$		(6,151	)	$		—		$		1,876,006

See notes to consolidated financial statements.

F-5

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2007, 2006 and 2005

(In thousands)


		2007				2006				2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$		34,117		$		197,064		$		80,744

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			487,822				452,741				372,526
Deficit distributions to minority partners			39,150				20,802				11,505
Equity in losses of unconsolidated real estate partnerships			277				2,070				3,139
Real estate impairment losses (recoveries), net			6,638				(813	)			6,120
Gain on dispositions of unconsolidated real estate and other			(31,777	)			(26,845	)			(17,152	)
Deferred income tax provision (benefit)			(19,649	)			14,895				(19,146	)
Minority interest in consolidated real estate partnerships			2,009				12,361				(4,812	)
Stock-based compensation expense			14,921				12,314				8,558
Amortization of deferred loan costs and other			14,066				18,471				1,700
Distributions of earnings to minority interest in consolidated real estate partnerships			(17,406	)			(13,369	)			(7,979	)
Discontinued operations:
Depreciation and amortization			12,518				46,036				77,972
Gain on disposition of real estate, net of minority partners’ interest			(65,378	)			(259,855	)			(104,807	)
Other adjustments to income from discontinued operations			(23,651	)			(19,719	)			(13,086	)
Changes in operating assets and operating liabilities:
Accounts receivable			7,453				(936	)			15,222
Other assets			(9,751	)			45,332				17,542
Accounts payable, accrued liabilities and other			14,177				20,603				(76,704	)

Total adjustments			431,419				324,088				270,598

Net cash provided by operating activities			465,536				521,152				351,342

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of real estate			(201,434	)			(153,426	)			(158,584	)
Capital expenditures			(689,719	)			(512,564	)			(443,882	)
Proceeds from dispositions of real estate			431,863				958,604				718,434
Change in funds held in escrow from tax-free exchanges			25,863				(19,021	)			(4,571	)
Cash from newly consolidated properties			7,549				23,269				4,186
Proceeds from sale of interests in real estate partnerships			194,329				45,662				57,706
Purchases of partnership interests and other assets			(86,204	)			(37,570	)			(125,777	)
Originations of notes receivable			(10,812	)			(94,640	)			(38,336	)
Proceeds from repayment of notes receivable			14,370				9,604				28,556
Distributions received from Aimco			923				924				923
Other investing activities			42,596				13,122				(2,281	)

Net cash (used in) provided by investing activities			(270,676	)			233,964				36,374

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from property loans			1,552,048				1,185,670				721,414
Principal repayments on property loans			(850,484	)			(1,004,142	)			(735,816	)
Proceeds from tax-exempt bond financing			82,350				75,568				—
Principal repayments on tax-exempt bond financing			(70,029	)			(229,287	)			(78,648	)
Borrowings under term loans			75,000				—				100,000
Net (repayments) borrowings on revolving credit facility			(140,000	)			(77,000	)			148,300
Payments on other borrowings			(8,468	)			(22,838	)			—
Redemption of mandatorily redeemable preferred securities			—				—				(15,019	)
Proceeds from exercise of Aimco stock options and other			53,719				107,603				2,454
Proceeds from issuance of preferred units, net			—				12,079				—
Redemptions of preferred units			(102,000	)			(286,750	)			(31,573	)
Principal payments received on notes due on common unit purchases			1,659				21,844				12,255
Repayment (origination) of notes receivable from Aimco			—				85,412				(85,412	)
Repurchase and redemption of common units and warrant purchase			(307,382	)			(109,937	)			(4,180	)
Contributions from minority interest			1,370				458				34,990
Payment of distributions to minority interest			(151,093	)			(84,389	)			(36,179	)
Payment of distributions to General Partner and Special Limited Partner			(231,729	)			(232,621	)			(227,738	)
Payment of distributions to Limited Partners			(16,760	)			(19,964	)			(21,504	)
Payment of distributions to High Performance Units			(5,710	)			(5,718	)			(5,700	)
Payment of distributions to preferred units			(74,221	)			(84,087	)			(97,731	)
Other financing activities			(22,493	)			(18,923	)			(11,242	)

Net cash used in financing activities			(214,223	)			(687,022	)			(331,329	)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(19,363	)			68,094				56,387
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			229,824				161,730				105,343

CASH AND CASH EQUIVALENTS AT END OF YEAR	$		210,461		$		229,824		$		161,730

See notes to consolidated financial statements.

F-6

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2007, 2006 and 2005

(In thousands)


		2007			2006				2005
SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid	$		452,288	$		438,946		$		399,511
Issuance of preferred units in connection with the purchase of real estate			—			—				85,412
Cash paid for income taxes			2,994			9,807				4,785
Non-cash transactions associated with the acquisition of real estate and interests in unconsolidated real estate partnerships:
Secured debt assumed in connection with purchase of real estate			16,000			47,112				38,740
Issuance of OP Units for interests in unconsolidated real estate partnerships and acquisitions of real estate			2,998			13				125
Non-cash transactions associated with the disposition of real estate:
Secured debt assumed in connection with the disposition of real estate			27,929			—				—
Non-cash transactions associated with consolidation of real estate partnerships:
Real estate, net			56,877			675,621				201,492
Investments in and notes receivable primarily from affiliated entities			84,545			(219,691	)			(72,341	)
Restricted cash and other assets			8,545			94,380				16,942
Secured debt			41,296			503,342				112,521
Accounts payable, accrued and other liabilities			48,602			41,580				17,326
Minority interest in consolidated real estate partnerships			67,618			57,157				6,834

Other non-cash transactions:
Conversion of preferred units and securities into common units			43			199				41
Origination of notes receivable from officers of Aimco, net of cancellations			2,386			647				1,441
Exchanges of preferred OP units			—			85,412				—
Tenders payable for purchase of limited partner interests			—			—				950

See notes to consolidated financial statements.

F-7

AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007

NOTE 1 — Organization

AIMCO Properties, L.P., a Delaware limited partnership, or the Partnership, and together with its consolidated subsidiaries, the Company, was formed on May 16, 1994 to conduct the business of acquiring, redeveloping, leasing, and managing multifamily apartment properties. Our securities include Partnership Common Units, or common OP Units, Partnership Preferred Units, or preferred OP Units, and High Performance Partnership Units, or High Performance Units, which are collectively referred to as “OP Units.” Apartment Investment and Management Company, or Aimco, is the owner of our general partner, AIMCO-GP, Inc., or the General Partner, and special limited partner, AIMCO-LP, Inc., or the Special Limited Partner. The General Partner and Special Limited Partner hold common OP Units and are the primary holders of outstanding preferred OP Units. “Limited Partners” refers to individuals or entities that are our limited partners, other than Aimco, the General Partner or the Special Limited Partner, and own common OP Units or preferred OP Units. Generally, after holding the common OP Units for one year, the Limited Partners have the right to redeem their common OP Units for cash, subject to our prior right to acquire some or all of the common OP Units tendered for redemption in exchange for shares of Aimco Class A Common Stock. Common OP Units redeemed for Aimco Class A Common Stock are generally on a one-for-one basis (subject to antidilution adjustments). Preferred OP Units and High Performance Units may or may not be redeemable based on their respective terms, as provided for in the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. as amended, or the Partnership Agreement.

Aimco frequently consummates transactions for our benefit. For legal, tax or other business reasons, Aimco may hold title or ownership of certain assets until they can be transferred to us. However, we have a controlling financial interest in substantially all of Aimco’s assets in the process of transfer to us. Except as the context otherwise requires, “we,” “our,” “us” and the “Company” refer to the Partnership, and the Partnership’s consolidated entities, collectively. Except as the context otherwise requires, “Aimco” refers to Aimco and Aimco’s consolidated entities, collectively.

As of December 31, 2007, we:

	•		owned an equity interest in and consolidated 153,758 units in 657 properties (which we refer to as “consolidated”), of which 152,475 units were also managed by us;

	•		owned an equity interest in and did not consolidate 10,878 units in 94 properties (which we refer to as “unconsolidated”), of which 5,009 units were also managed by us; and

	•		provided services for or managed 38,404 units in 418 properties, primarily pursuant to long-term agreements (including 35,176 units in 382 properties for which we provide asset management services only, and not also property management services). In certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or other fund.

At December 31, 2007, we had outstanding 100,099,426 common OP Units, 28,203,277 preferred OP Units and 2,379,084 High Performance Units (excluding High Performance Units for which the applicable measurement period has not ended – see Note 11).

F-8

corresponding special distribution, totaling $257.2 million, which was paid on 102,478,510 common OP Units and High Performance Units issued and outstanding on the record date, which included 416,140 common OP Units held by us and our consolidated subsidiaries. Pursuant to Aimco’s special dividend, Aimco stockholders had the option to elect to receive payment of the special dividend in cash, shares or a combination of cash and shares, except that the aggregate amount of cash payable to all stockholders in the special dividend was limited to $55.0 million plus cash paid in lieu of fractional shares. Based on stockholder elections, Aimco paid approximately $177.9 million of the special dividend through the issuance of 4,594,074 shares (including 20,339 shares issued to us and our consolidated subsidiaries), which was determined based on the average closing price of Aimco’s class A Common Stock on January 23-24, 2008, or $38.71 per share. In connection with Aimco’s special dividend, we made a distribution to Aimco of common OP Units equal to the number of shares issued pursuant to the special dividend, in addition to $55.0 million in cash. In connection with our special distribution, holders of common OP Units other than Aimco and holders of High Performance Units received the special distribution entirely in cash.

After elimination of the effect of units held by us and our consolidated subsidiaries, the special distribution totaled $256.2 million. Approximately $177.1 million of the special distribution was paid through the issuance of 4,573,735 common OP Units (excluding 20,339 units issued to us and our consolidated subsidiaries) to Aimco, which held 92,379,751 common OP Units on the record date (excluding 416,140 units held by us and our consolidated subsidiaries), representing an increase of approximately 4.95% to the then outstanding common OP Units held by Aimco, or a 4.48% increase to the total outstanding common OP Units and High Performance Units at December 31, 2007. The effect of the issuance of additional common OP Units to Aimco pursuant to the special distribution has been retroactively reflected in each of the historical periods presented as if those units were issued and outstanding at the beginning of the earliest period presented; accordingly all activity including unit issuances, repurchases and forfeitures have been adjusted to reflect the 4.95% increase in the number of common OP Units held by Aimco, except in limited instances where noted.

During the year ended December 31, 2007, we repurchased 7,455,664 common OP Units from Aimco for approximately $325.8 million, or an average price per unit of $43.70, concurrent with Aimco’s purchase on the open market of an equal number of shares of Aimco Class A Common Stock (7,780,870 million shares after adjustment for shares issued pursuant to Aimco’s special dividend). Included in accrued liabilities and other at December 31, 2007 and 2006 are liabilities of $28.7 million and $10.3 million for unit purchases that settled subsequent to those dates.

The following table summarizes activity in our common OP Units during the year ended December 31, 2007:


Common OP Units outstanding, December 31, 2006	109,371,432
Purchases of common OP Units from Aimco in connection with Aimco’s repurchase of shares of its Class A Common Stock	(7,780,870	)
Common OP Units redeemed for cash	(39,128	)
Common OP Units issued for acquisitions of real estate and partnership interests	55,412
Common OP Units issued to Aimco in conjunction with activity pursuant to Aimco’s equity compensation plans (e.g. stock option exercises, restricted stock grants) and other activity	1,827,275

Common OP Units outstanding, December 31, 2007	103,434,121

The following table reconciles our common OP Units issued and outstanding as of the record date to our common OP Units outstanding as of December 31, 2007, per the consolidated financial statements:


Common OP Units issued and outstanding as of the record date	100,099,426
Common OP Units issued to Aimco pursuant to special distribution	4,594,074
Elimination of units owned by us and our consolidated subsidiaries (before special distribution)	(416,140	)
Elimination of units issued to us and our consolidated subsidiaries pursuant to special distribution	(20,339	)
Purchases of common OP Units from Aimco in connection with Aimco’s repurchase of shares in December 2007 settled in January 2008	(822,900	)

Common OP Units outstanding, December 31, 2007 per consolidated financial statements	103,434,121

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

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Partnership and its consolidated entities. Pursuant to a Management and Contribution Agreement between the Partnership and Aimco, we have acquired, in exchange for interests in the Partnership, the economic benefits of subsidiaries of Aimco in which we do not have an interest, and Aimco has granted us a right of first refusal to acquire such subsidiaries’ assets for no additional consideration. Pursuant to the agreement, Aimco has also granted us certain rights with respect to assets of such subsidiaries. As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and “partner” refers to a limited partner in a limited partnership or a member in a limited liability company. Interests held in consolidated real estate partnerships by limited partners other than us are reflected as minority interest in consolidated real estate partnerships. All significant intercompany balances and transactions have been eliminated in consolidation. The assets of consolidated real estate partnerships owned or controlled by Aimco or us generally are not available to pay creditors of Aimco or the Partnership.

As discussed under Variable Interest Entities below, we consolidate real estate partnerships and other entities that are variable interest entities when we are the primary beneficiary. Generally, we consolidate real estate partnerships

F-9

and other entities that are not variable interest entities when we own, directly or indirectly, a majority voting interest in the entity. As discussed under Adoption of EITF 04-5 below, we have applied new criteria after June 29, 2005, in determining whether we control and consolidate certain partnerships.

Variable Interest Entities

FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, or FIN 46, addresses the consolidation by business enterprises of variable interest entities. We consolidate all variable interest entities for which we are the primary beneficiary. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE. The primary beneficiary generally is the entity that will receive a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both.

As of December 31, 2007, we were the primary beneficiary of, and therefore consolidated, 73 VIEs, which owned 59 apartment properties with 8,304 units. Real estate with a carrying value of $568.8 million collateralized the debt of those VIEs. The creditors of the consolidated VIEs do not have recourse to our general credit. As of December 31, 2007, we also held variable interests in 129 VIEs for which we were not the primary beneficiary. Those VIEs consist primarily of partnerships that are engaged, directly or indirectly, in the ownership and management of 187 apartment properties with 11,765 units. We are involved with those VIEs as an equity holder, lender, management agent, or through other contractual relationships. At December 31, 2007, our maximum exposure to loss as a result of our involvement with unconsolidated VIEs is limited to our recorded investments in and receivables from those VIEs totaling $117.2 million and our contractual obligation to advance funds to certain VIEs totaling $6.2 million. We may be subject to additional losses to the extent of any financial support that we voluntarily provide in the future.

Adoption of EITF 04-5

In June 2005, the Financial Accounting Standards Board ratified Emerging Issues Task Force Issue 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights, or EITF 04-5. EITF 04-5 provides an accounting model to be used by a general partner, or group of general partners, to determine whether the general partner(s) controls a limited partnership or similar entity in light of substantive kick-out rights and substantive participating rights held by the limited partners, and provides additional guidance on what constitutes those rights. EITF 04-5 was effective after June 29, 2005 for general partners of (a) all newly formed limited partnerships and (b) existing limited partnerships for which the partnership agreements have been modified. We consolidated four partnerships in the fourth quarter of 2005 based on EITF 04-5 requirements. The consolidation of those partnerships had an immaterial effect on our consolidated financial statements. EITF 04-5 was effective on January 1, 2006, for general partners of all limited partnerships and similar entities. We applied EITF 04-5 as of January 1, 2006, using a transition method that does not involve retrospective application to our financial statements for prior periods.

F-10

We consolidated 156 previously unconsolidated partnerships as a result of the application of EITF 04-5 in 2006. Those partnerships own, or control other entities that own, 149 apartment properties. Our direct and indirect interests in the profits and losses of those partnerships range from less than one percent to 50 percent, and average approximately 22 percent. The initial consolidation of those partnerships resulted in increases (decreases), net of intercompany eliminations, in amounts reported in our consolidated balance sheet as of January 1, 2006, as follows (in thousands):


		Increase
		(Decrease)
Real estate, net	$		664,286
Accounts and notes receivable from affiliates			(150,057	)
Investment in unconsolidated real estate partnerships			(64,419	)
All other assets			122,545

Total assets	$		572,355


Total indebtedness	$		521,711
All other liabilities			81,950
Minority interest in consolidated real estate partnerships			53,258
Partners’ capital			(84,564	)

Total liabilities and partners’ capital	$		572,355

Our income from continuing operations for the year ended December 31, 2006, includes the following amounts for the partnerships consolidated as of January 1, 2006, in accordance with EITF 04-5 (in thousands):


Revenues	$	137,475
Operating expenses		98,227

Operating income		39,248
Interest expense		(28,410	)
Interest income		3,709

Income (loss) before minority interests	$	14,547

In prior periods, we used the equity method to account for our investments in the partnerships that we consolidated in 2006 in accordance with EITF 04-5. Under the equity method, we recognized partnership income or losses based generally on our percentage interest in the partnership. Consolidation of a partnership does not ordinarily result in a change to the net amount of partnership income or loss that is recognized using the equity method. However, when a partnership has a deficit in equity, GAAP may require the controlling partner that consolidates the partnership to recognize any losses that would otherwise be allocated to noncontrolling partners, in addition to the controlling partner’s share of losses. Certain of the partnerships that we consolidated in accordance with EITF 04-5 had deficits in equity that resulted from losses or deficit distributions during prior periods when we accounted for our investment using the equity method. We would have been required to recognize the noncontrolling partners’ share of those losses had we applied EITF 04-5 in those prior periods. In accordance with our transition method for the adoption of EITF 04-5, we recorded an $84.6 million charge to partners’ capital as of January 1, 2006, for the cumulative amount of additional losses that we would have recognized had we applied EITF 04-5 in prior periods. Substantially all of those losses were attributable to real estate depreciation expense. As a result of applying EITF 04-5 for the year ended December 31, 2006, our income from continuing operations includes partnership losses in addition to losses that would have resulted from continued application of the equity method of $24.6 million.

Tax Credit Arrangements

We sponsor certain partnerships that own and operate apartment properties that qualify for tax credits under Section 42 of the Internal Revenue Code and for the U.S. Department of Housing and Urban Development, or HUD, subsidized rents under HUD’s Section 8 program. These partnerships acquire, develop and operate qualifying affordable housing properties and are structured to provide for the pass-through of tax credits and deductions to their partners. The tax credits are generally realized ratably over the first ten years of the tax credit arrangement and are subject to the partnership’s compliance with applicable laws and regulations for a period of 15 years. Typically, we are the general partner with a legal ownership interest of one percent or less. We market limited partner interests of at least 99 percent to unaffiliated institutional investors (which we refer to as tax credit investors or investors) and receive a syndication fee from each investor upon such investor’s admission to the partnership. At inception, each investor agrees to fund capital

F-11

contributions to the partnerships. We agree to perform various services to the partnerships in exchange for fees over the expected duration of the tax credit service period. The related partnership agreements generally require adjustment of each tax credit investor’s required capital contributions if actual tax benefits to such investor differ from projected amounts.

In connection with our adoption of FIN 46 as of March 31, 2004, we determined that the partnerships in these arrangements are variable interest entities and, where we are general partner, we are the primary beneficiary that is required to consolidate the partnerships. During the period April 1, 2004, through June 30, 2006, we accounted for these partnerships as consolidated subsidiaries with a noncontrolling interest (minority interest) of at least 99 percent. Accordingly, we allocated to the minority interest substantially all of the income or losses of the partnerships, including the effect of fees that we charged to the partnerships. In 2006, in consultation with our independent registered public accounting firm, we determined that we were required to revise our accounting treatment for tax credit transactions to more fully comply with the requirements of FIN 46. We also determined that our accounting treatment did not fully reflect the economic substance of the arrangements wherein we possess substantially all of the economic interests in the partnerships. Based on the contractual arrangements that obligate us to deliver tax benefits to the investors, and that entitle us through fee arrangements to receive substantially all available cash flow from the partnerships, we concluded that these partnerships are most appropriately accounted for by us as wholly-owned subsidiaries. We also concluded that capital contributions received by the partnerships from tax credit investors represent, in substance, consideration that we receive in exchange for our obligation to deliver tax credits and other tax benefits to the investors. We have concluded that these receipts are appropriately recognized as revenue in our consolidated financial statements when our obligation to the investors is relieved upon delivery of the expected tax benefits.

In summary, our revised accounting treatment recognizes the income or loss generated by the underlying real estate based on our economic interest in the partnerships. Proceeds received in exchange for the transfer of the tax credits are recognized as revenue proportionately as the tax benefits are delivered to the tax credit investors and our obligation is relieved. Syndication fees and related costs are recognized in income upon completion of the syndication effort. We recognize syndication fees in amounts determined based on a market rate analysis of fees for comparable services, which generally fell within a range of 8% to 15% of investor contributions during the periods presented. Other direct and incremental costs incurred in structuring these arrangements are deferred and amortized over the expected duration of the arrangement in proportion to the recognition of related income. Investor contributions in excess of recognized revenue are reported as deferred income in our consolidated balance sheets.

We have applied the revised accounting treatment described above in our 2007 and 2006 financial statements. We recognized the cumulative effect of retroactive application of this revised accounting treatment in our operations for the year ended December 31, 2006. Adjustments related to prior years had the following effects on our net income for the year ended December 31, 2006 (in thousands):


Revenues	$	(1,542	)
Operating expenses		3,054
Minority interest in consolidated real estate partnerships		(9,030	)

Net decrease in net income	$	(7,518	)

Under the revised accounting treatment described above, during the years ended December 31, 2007 and 2006, we recognized syndication fee income of $13.9 million and $12.7 million, respectively, and revenue associated with the delivery of tax benefits of $23.9 million and $16.0 million, respectively. At December 31, 2007 and 2006, $149.2 million and $73.3 million, respectively, of investor contributions in excess of the recognized revenue were included in deferred income in our consolidated balance sheets.

Acquisition of Real Estate Assets and Related Depreciation and Amortization

We capitalize the purchase price and incremental direct costs associated with the acquisition of properties as the cost of the assets acquired. In accordance with Statement of Financial Accounting Standards No. 141, Business Combinations, or SFAS 141, we allocate the cost of acquired properties to tangible assets and identified intangible assets based on their fair values. We determine the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, on an “as-if vacant” basis, generally using internal valuation techniques that consider comparable market transactions, discounted cash flow techniques, replacement costs and other available information. We determine the fair value of identified intangible assets (or liabilities), which typically relate to in-place leases, using internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and our experience in leasing similar properties. The intangible assets or liabilities related to in-place leases are comprised of:

The value of the above- and below-market leases in-place. An asset or liability is recognized based on the difference between (a) the contractual amounts to be paid pursuant to the in-place leases and (b) our estimate of fair market lease rates for the corresponding in-place leases, measured over the period, including estimated lease renewals for below-market leases, that the leases are expected to remain in effect.

F-12

	2.		The estimated unamortized portion of avoided leasing commissions and other costs that ordinarily would be incurred to acquire the in-place leases.

	3.		The value associated with vacant units during the absorption period (estimates of lost rental revenue during the expected lease-up periods based on current market demand and stabilized occupancy levels).

The values of the above- and below-market leases are amortized to rental revenue over the expected remaining terms of the associated leases. Other intangible assets related to in-place leases are amortized to operating expenses over the expected remaining terms of the associated leases. Amortization is adjusted, as necessary, to reflect any early lease terminations that were not anticipated in determining amortization periods.

Depreciation for all tangible real estate assets is calculated using the straight-line method over their estimated useful lives. Acquired buildings and improvements are depreciated over a composite life of 14 to 52 years, based on the age, condition and other physical characteristics of the property. As discussed under Impairment of Long Lived Assets below, we may adjust depreciation of properties that are expected to be disposed of or demolished prior to the end of their useful lives. Furniture, fixtures and equipment associated with acquired properties are depreciated over five years.

At December 31, 2007 and 2006, deferred income in our consolidated balance sheets includes below-market lease values, net of accumulated amortization, totaling $45.0 million and $30.6 million, respectively. Additions to below-market leases resulting from acquisitions during the years ended December 31, 2007 totaled $18.9 million and there were no such additions in the year ended December 31, 2006. During the years ended December 31, 2007, 2006 and 2005, we included amortization of below-market leases of $4.6 million, $2.8 million and $2.8 million, respectively, in rental and other property revenues in our consolidated statements of income. At December 31, 2007, the estimated aggregate amortization expense related to our below-market leases for each of the five succeeding years was as follows:

2008	$	5.2
2009		4.9
2010		4.6
2011		4.1
2012		3.7

Capital Expenditures and Related Depreciation

We depreciate capitalized costs using the straight-line method over the estimated useful life of the related component or improvement, which is five, 15 or 30 years. Prior to July 1, 2005, we recorded capitalized site payroll costs and most capitalized indirect costs separately from other costs of the related capital projects. We depreciated capitalized site payroll costs over five years and capitalized indirect costs associated with capital replacement and improvement projects over five or 15 years. Capitalized indirect costs associated with redevelopment projects, together with other costs of the redevelopment projects, were depreciated over the estimated useful lives of those projects, predominantly 30 years.

Effective July 1, 2005, we refined the estimated useful lives for the capitalized site payroll and indirect costs that were recorded separately from other costs of the related capital projects. All capitalized site payroll and indirect costs incurred after June 30, 2005 are allocated proportionately, based on direct costs, among capital projects and depreciated over the estimated useful lives of such projects. This change in estimate is also being applied prospectively to the June 30, 2005 carrying amounts, net of accumulated depreciation, of previously incurred site payroll and indirect costs. Those amounts, based on the periods in which the costs were incurred, were allocated among capital projects that were completed in the corresponding periods in proportion to the original direct costs of such projects and are being depreciated over the remaining useful lives of the projects. We anticipate that these refinements will result in generally higher depreciation expense in foreseeable future accounting periods. For the year ended December 31, 2005, these changes in estimated useful lives resulted in a decrease in net income of approximately $5.1 million, and resulted in a decrease in basic and diluted earnings per unit of $0.05.

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

F-13

Asset Retirement Obligations

In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, or FIN 47. FIN 47 clarifies the accounting for legal obligations to perform asset retirement activity in which the timing and/or method of settlement are conditional on future events. FIN 47 requires the fair value of such conditional asset retirement obligations to be recorded as incurred, if the fair value of the liability can be reasonably estimated. We have determined that FIN 47 applies to certain obligations that we have based on laws that require property owners to remove or remediate hazardous substances in certain circumstances. We adopted the provisions of FIN 47 as of December 31, 2005 and determined that asset retirement obligations that are required to be recognized under FIN 47 are immaterial to our financial condition and results of operations. See Note 8 for further discussion of asset retirement obligations.

Impairment of Long-Lived Assets

We apply the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, or SFAS 144, to determine whether our real estate and other long-lived assets are impaired. Such assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of a property may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. Based on periodic tests of recoverability of long-lived assets, for the years ended December 31, 2007 and 2005, we recorded net impairment losses of $6.6 million and $6.1 million, respectively, related to properties to be held and used. For the year ended December 31, 2006, we recorded net recoveries of previously recorded impairment losses of $0.8 million. The amounts reported in continuing operations for real estate impairment (losses) recoveries, net include impairment losses related to consolidated properties to be held and used, as well as our share of all impairment losses or recoveries related to unconsolidated properties. We report impairment losses or recoveries related to properties sold or classified as held for sale in discontinued operations.

Our tests of recoverability address real estate assets that do not currently meet all conditions to be classified as held for sale, but are expected to be disposed of prior to the end of their estimated useful lives. If an impairment loss is not required to be recorded in accordance with SFAS 144, the recognition of depreciation is adjusted prospectively, as necessary, to reduce the carrying amount of the real estate to its estimated disposition value over the remaining period that the real estate is expected to be held and used. We also may adjust depreciation prospectively to reduce to zero the carrying amount of buildings that we plan to demolish in connection with a redevelopment project. These depreciation adjustments decreased net income by $37.3 million, $34.7 million and $35.6 million, and resulted in decreases in basic and diluted earnings per unit of $0.34, $0.31 and $0.33, for the years ended December 31, 2007, 2006 and 2005, respectively.

Cash Equivalents

In accordance with GAAP, highly liquid investments with an original maturity of three months or less are classified as cash equivalents.

Restricted Cash

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

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are generally comprised of amounts receivable from residents, amounts receivable from non-affiliated real estate partnerships for which we provide property management and other services and other miscellaneous receivables from non-affiliated entities. We evaluate collectibility of accounts receivable from residents and establish an allowance, after the application of security deposits and other anticipated recoveries, for accounts greater than 30 days past due for current residents and all receivables due from former residents. Accounts receivable from residents

F-14

are stated net of allowances for doubtful accounts of approximately $3.1 million and $1.9 million as of December 31, 2007 and 2006, respectively.

We evaluate collectibility of accounts receivable from non-affiliated entities and establish an allowance for amounts that are considered to be uncollectible. Accounts receivable relating to non-affiliated entities are stated net of allowances for doubtful accounts of approximately $4.6 million and $4.1 million as of December 31, 2007 and 2006, respectively.

Accounts Receivable and Allowance for Doubtful Accounts from Affiliates

Accounts receivable from affiliates are generally comprised of receivables related to property management and other services provided to unconsolidated real estate partnerships in which we have an ownership interest. We evaluate collectibility of accounts receivable balances from affiliates on a periodic basis, and establish an allowance for the amounts deemed to be uncollectible. Accounts receivable from affiliates are stated net of allowances for doubtful accounts of approximately $5.3 million and $5.3 million as of December 31, 2007 and 2006, respectively.

Deferred Costs

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

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

Advertising Costs

We generally expense all advertising costs as incurred to property operating expense. For the years ended December 31, 2007, 2006 and 2005, for both continuing and discontinued operations, total advertising expense was $38.0 million, $34.7 million and $36.1 million, respectively.

Notes Receivable from Unconsolidated Real Estate Partnerships and Non-Affiliates and Related Interest Income and Provision for Losses

Notes receivable from unconsolidated real estate partnerships consist primarily of notes receivable from partnerships in which we are the general partner but do not consolidate the partnership under FIN 46 or EITF 04-5. The ultimate repayment of these notes and those from non-affiliates is subject to a number of variables, including the performance and value of the underlying real estate property and the claims of unaffiliated mortgage lenders. Our notes receivable include loans extended by us that we carry at the face amount plus accrued interest, which we refer to as “par value notes,” and loans extended by predecessors whose positions we generally acquired at a discount, which we refer to as “discounted notes.”

F-15

estate that represents the primary source of loan repayment. In certain instances where other sources of cash flow are available to repay the loan, the impairment is measured by discounting the estimated cash flows at the loan’s original effective interest rate.

Investments in Unconsolidated Real Estate Partnerships

We own general and limited partner interests in real estate partnerships that own apartment properties. We generally account for investments in real estate partnerships that we do not consolidate under the equity method. Under the equity method, our share of the earnings or losses of the entity for the periods being presented is included in equity in earnings (losses) from unconsolidated real estate partnerships, except for our share of impairments and property disposition gains related to such entities, which we report separately in the consolidated statements of income. Certain investments in real estate partnerships that were acquired in business combinations were determined to have insignificant value at the acquisition date and are accounted for under the cost method. Any distributions received from such partnerships are recognized as income when received.

The excess of the cost of the acquired partnership interests over the historical carrying amount of partners’ equity or deficit is ascribed generally to the fair values of land and buildings owned by the partnerships. We amortize the excess cost related to the buildings over the estimated useful lives of the buildings. Such amortization is recorded as a component of equity in earnings (losses) of unconsolidated real estate partnerships.

Intangible Assets

At December 31, 2007 and 2006, other assets included goodwill associated with our real estate segment of $81.9 million. We account for goodwill and other intangible assets in accordance with the requirements of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, or SFAS 142. SFAS 142 does not permit amortization of goodwill and other intangible assets with indefinite lives, but requires an annual impairment test of such assets. The impairment test compares the fair value of reporting units with their carrying amounts, including goodwill. Based on the application of the goodwill impairment test set forth in SFAS 142, we determined that our goodwill was not impaired in 2007, 2006 or 2005. During the year ended December 31, 2005, we reduced goodwill by $6.2 million in connection with the recognition of deferred income tax assets that were acquired in connection with business combinations in prior years.

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

Capitalized Software Costs

Purchased software and other costs related to software developed for internal use are capitalized during the application development stage and are amortized using the straight-line method over the estimated useful life of the software, generally five years. We write off the costs of software development projects when it is no longer probable that the software will be completed and placed in service. For the years ended December 31, 2007, 2006 and 2005, we capitalized software development costs totaling $8.2 million, $6.3 million and $9.9 million, respectively. At December 31, 2007 and 2006, other assets included $29.0 million and $31.6 million of net capitalized software, respectively. During the years ended December 31, 2007, 2006 and 2005, we recognized amortization of capitalized software of $14.6 million, $15.7 million and $16.2 million, respectively, which is included in depreciation and amortization in our consolidated statements of income.

During the year ended December 31, 2007 we abandoned certain internal-use software development projects and recorded a $4.2 million write-off of the capitalized costs of such projects in depreciation and amortization. There were no similar write-offs during the years ended December 31, 2006 and 2005.

Minority Interest in Consolidated Real Estate Partnerships

We report unaffiliated partners’ interests in consolidated real estate partnerships as minority interest in consolidated real estate partnerships. Minority interest in consolidated real estate partnerships represents the minority partners’ share of the underlying net assets of our consolidated real estate partnerships. When these consolidated real estate partnerships make cash distributions to partners in excess of the carrying amount of the minority interest, we generally record a charge equal to the amount of such excess distribution, even though there is no economic effect or cost. We report this charge in the consolidated statements of income as deficit distributions to minority partners. We allocate the minority partners’ share of partnership losses to minority partners to the extent of the carrying amount of the minority interest. We generally record a charge when the minority partners’ share of partnership losses exceed the carrying amount of the minority interest, even though there is no economic effect or cost. We report this charge in the

F-16

consolidated statements of income within minority interest in consolidated real estate partnerships. We do not record charges for distributions or losses in certain limited instances where the minority partner has a legal obligation and financial capacity to contribute additional capital to the partnership. For the years ended December 31, 2007, 2006 and 2005, we recorded charges for partnership losses resulting from depreciation of approximately $12.2 million, $31.8 million and $9.5 million, respectively, that were not allocated to minority partners because the losses exceeded the carrying amount of the minority interest.

Minority interest in consolidated real estate partnerships consists primarily of equity interests held by limited partners in consolidated real estate partnerships that have finite lives. The terms of the related partnership agreements generally require the partnership to be liquidated following the sale of the partnership’s real estate. As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other events that could lead to the liquidation, redemption or other settlement of minority interests. The aggregate carrying value of minority interests in consolidated real estate partnerships is approximately $442.8 million at December 31, 2007. The aggregate fair value of these interests varies based on the fair value of the real estate owned by the partnerships. Based on the number of classes of finite-life minority interests, the number of properties in which there is direct or indirect minority ownership, complexities in determining the allocation of liquidation proceeds among partners and other factors, we believe it is impracticable to determine the total required payments to the minority interests in an assumed liquidation at December 31, 2007. As a result of real estate depreciation that is recognized in our financial statements and appreciation in the fair value of real estate that is not recognized in our financial statements, we believe that the aggregate fair value of our minority interests exceeds their aggregate carrying value. As a result of our ability to control real estate sales and other events that require payment of minority interests and our expectation that proceeds from real estate sales will be sufficient to liquidate related minority interests, we anticipate that the eventual liquidation of these minority interests will not have an adverse impact on our financial condition.

Revenue Recognition

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

Stock-Based Compensation

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (see Note 12).

Discontinued Operations

In accordance with SFAS 144, we classify certain properties and related liabilities as held for sale (see Note 13). The operating results of such properties as well as those properties sold during the periods presented are included in discontinued operations in both current periods and all comparable periods presented. Depreciation is not recorded on properties held for sale; however, depreciation expense recorded prior to classification as held for sale is included in discontinued operations. The net gain on sale and any impairment losses are presented in discontinued operations when recognized.

Derivative Financial Instruments

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

From time to time, we enter into total rate of return swaps on various fixed rate secured tax-exempt bonds payable and fixed rate notes payable to convert these borrowings from a fixed rate to a variable rate and provide an efficient financing product to lower our cost of borrowing. In exchange for our receipt of a fixed rate generally equal to the underlying borrowing’s interest rate, the total rate of return swaps require that we pay a variable rate, equivalent to the

F-17

Securities Industry and Financial Markets Association Municipal Swap Index, or SIFMA, rate (previously the Bond Market Association index) for bonds payable and the 30-day LIBOR rate for notes payable, plus a risk spread. These swaps generally have a second or third lien on the property collateralized by the related borrowings and the obligations under certain of these swaps are cross-collateralized with certain of the other swaps with a particular counterparty. The underlying borrowings are generally callable at our option, with no prepayment penalty, with 30 days advance notice. The swaps generally have a term of less than five years, which may be extended at no additional cost to us when an additional swap is executed and cross-collateralized with other swaps in a collateral pool. The total rate of return swaps have a contractually defined termination value generally equal to the difference between the fair value and the counterparty’s purchased value of the underlying borrowings, which may require payment by us or to us for such difference. Accordingly, we believe fluctuations in the fair value of the borrowings from the inception of the hedging relationship generally will be offset by a corresponding fluctuation in the fair value of the total rate of return swaps.

In accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, or SFAS 133, we designate total rate of return swaps as hedges of the risk of overall changes in the fair value of the underlying borrowings. At each reporting period, we estimate the fair value of these borrowings and the total rate of return swaps and recognize any changes therein as an adjustment of interest expense. We evaluate the effectiveness of these fair value hedges at the end of each reporting period and recognize an adjustment of interest expense as a result of any ineffectiveness.

Borrowings payable subject to total rate of return swaps with aggregate outstanding principal balances of $487.2 million and $299.3 million at December 31, 2007 and 2006, respectively, are reflected as variable rate borrowings in Note 6. During the year ended December 31, 2007, due to changes in the estimated fair values of certain of these debt instruments and corresponding total rate of return swaps, we reduced property loans payable by $9.4 million and increased accrued liabilities and other by the same amount, with no net impact on net income. During 2006 and 2005, there were no material adjustments for changes in fair value for the hedged debt or total rate of return swaps. During 2007, 2006 and 2005, we determined these hedges were fully effective and accordingly we made no adjustments to interest expense for ineffectiveness.

At December 31, 2007, the weighted average fixed receive rate under the total return swaps was 6.5% and the weighted average variable pay rate was 4.1%, based on the applicable SIFMA and 30-day LIBOR rates as of that date. Further information related to our total return swaps as of December 31, 2007 is as follows:


			Weighted			Swap Notional		Swap	Weighted Average Swap
Debt Principal		Year of Debt	Average Debt			Amount		Maturity	Variable Pay Rate at
(millions)		Maturity	Interest Rate			(millions)		Date	December 31, 2007
$	29.1	2009		8.9	%	$	29.3	2008		4.2	%
	9.4	2011		7.7	%		9.4	2009		3.9	%
	75.0	2012		7.5	%		75.0	2012		5.9	%
	24.0	2015		6.3	%		24.0	2009		3.9	%
	30.5	2016		5.9	%		30.5	2011		4.5	%
	14.4	2018		6.7	%		14.4	2009		3.9	%
	12.3	2021		6.2	%		12.3	2012		3.8	%
	12.0	2024		6.3	%		12.0	2009		3.9	%
	65.6	2025		5.5	%		65.4	2009		3.2	%
	69.2	2026		6.9	%		69.2	2009		3.9	%
	45.0	2031		6.8	%		45.0	2009		3.9	%
	100.7	2036		6.2	%		100.9	2009-2012		3.8	%

$	487.2						487.4

Insurance

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

Income Taxes

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

Even if Aimco qualifies as a REIT, it may be subject to United States Federal income and excise taxes in various situations, such as on our undistributed income. Aimco also will be required to pay a 100% tax on any net income on non-arms length transactions between it and a TRS (described below) and on any net income from sales of property that was property held for sale to customers in the ordinary course. Aimco and its stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which it transacts business or its stockholders reside. In addition, Aimco could also be subject to the alternative minimum tax, or AMT, on our items of tax preference. The state and local tax laws may not conform to the United States Federal income tax treatment. Any taxes imposed on Aimco reduce its operating cash flow and net income.

F-18

Certain of Aimco’s operations (including property management, asset management and risk) are conducted through taxable REIT subsidiaries, which are subsidiaries of the Partnership, and each of which we refer to as a TRS. A TRS is a C-corporation that has not elected REIT status and as such is subject to United States Federal corporate income tax. Aimco uses TRS entities to facilitate its ability to offer certain services and activities to its residents, as these services and activities generally cannot be offered directly by the REIT.

For Aimco’s taxable REIT subsidiaries, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for Federal income tax purposes, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. We reduce deferred tax assets by recording a valuation allowance when we determine based on available evidence that it is more likely than not that the assets will not be realized.

Adoption of FIN 48

In June 2006, the Financial Accounting Standards Board, or FASB, issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109, or FIN 48. FIN 48 prescribes a two-step process for the financial statement recognition and measurement of income tax positions taken or expected to be taken in a tax return. The first step involves evaluation of a tax position to determine whether it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. The second step involves measuring the benefit to recognize in the financial statements for those tax positions that meet the more-likely-than-not recognition threshold. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

We adopted FIN 48 as of January 1, 2007. Upon adoption, we recorded a $0.8 million charge to distributions in excess of earnings to reflect our measurement in accordance with FIN 48 of uncertain income tax positions that affect net operating loss carryforwards recognized as deferred tax assets. As of January 1, 2007, our unrecognized tax benefits totaled approximately $3.1 million. To the extent these unrecognized tax benefits are ultimately recognized, they will affect the effective tax rates in future periods. There were no significant changes in unrecognized tax benefits during the year ended December 31, 2007. We do not anticipate any material changes in existing unrecognized tax benefits during the next 12 months. Because the statute of limitations has not yet elapsed, our federal income tax returns for the year ended December 31, 2004, and subsequent years and certain of our state income tax returns for the year ended December 31, 2002, and subsequent years are currently subject to examination by the Internal Revenue Service or other tax authorities. Our policy is to include interest and penalties related to income taxes in other expenses (income), net. See Note 9 for further information related to income taxes and uncertain tax positions.

Earnings per Unit

We calculate earnings per unit based on the weighted average number of common OP Units, common unit equivalents, and other potentially dilutive securities outstanding during the period. Diluted earnings per unit also includes the effect of potential issuances of additional common OP Units if stock options and warrants were exercised or converted into Aimco Class A Common Stock (see Note 14). As discussed in Note 1, weighted average common OP Units, common unit equivalents and other potentially dilutive securities outstanding have been retroactively adjusted for the effect of common OP Units issued January 30, 2008, pursuant to the special distribution. Earnings per unit amounts for each period presented reflect the retroactively adjusted weighted average unit and equivalent counts.

Fair Value of Financial Instruments

We believe that the aggregate fair value of our cash and cash equivalents, receivables, payables and short-term secured debt approximates their aggregate carrying value at December 31, 2007, due to their relatively short-term nature and high probability of realization. We further believe that the aggregate fair value of our variable rate secured tax-exempt bond financing, variable rate property loans payable, term loans and borrowings under our credit facility also approximate their aggregate carrying value due to terms in the related agreements that require periodic interest adjustments based on market interest rates. For notes receivable, fixed rate secured tax-exempt bond debt and secured long-term debt, we estimate fair values using present value techniques. Present value calculations vary depending on the assumptions used, including the discount rate and estimates of future cash flows. We estimate fair value for our fixed rate debt instruments based on the market rate for debt with the same or similar terms. In many cases, the fair value estimates may not be realizable in immediate settlement of the instruments. The estimated aggregate fair value of our notes receivable was approximately $191.5 million and $181.5 million at December 31, 2007 and 2006, respectively. See Note 5 for further information on notes receivable. The estimated aggregate fair value of our secured

F-19

tax-exempt bonds and property loans payable, including amounts reported in liabilities related to assets held for sale was approximately $7.1 billion and $6.4 billion at December 31, 2007 and 2006, respectively. The combined carrying value of our secured tax-exempt bonds and property loans payable, including amounts reported in liabilities related to assets held for sale, was approximately $7.0 billion and $6.3 billion at December 31, 2007 and 2006, respectively. See Note 6 for further details on secured tax-exempt bonds and secured notes payable. Refer to Derivative Financial Instruments for further discussion regarding certain of our fixed rate debt that is subject to total rate of return swap instruments.

Concentration of Credit Risk

Financial instruments that potentially could subject us to significant concentrations of credit risk consist principally of notes receivable. As discussed in Note 5, a significant portion of our notes receivable at December 31, 2007 and 2006, are collateralized by properties in the West Harlem district of New York City. There are no other significant concentrations of credit risk with respect to our notes receivable due to the large number of partnerships that are borrowers under the notes and the geographic diversity of the properties that collateralize the notes.

Use of Estimates

The preparation of our consolidated financial statements in conformity with GAAP 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 2006 and 2005 financial statements amounts have been reclassified to conform to the 2007 presentation.

NOTE 3 — Real Estate and Partnership Acquisitions and Other Significant Transactions

Real Estate Acquisitions

During the year ended December 31, 2007, we completed the acquisition of 16 conventional properties with approximately 1,300 units for an aggregate purchase price of approximately $217.0 million, including transaction costs. Of the 16 properties acquired, ten are located in New York City, New York; two in Daytona Beach, Florida; one in Park Forest, Illinois; one in Poughkeepsie, New York; one in Redwood City, California; and one in North San Diego, California. The purchases were funded with cash, tax-free exchange proceeds, new debt and the assumption of existing debt.

During the year ended December 31, 2006, we completed acquisitions of nine properties (including one property acquired by an unconsolidated joint venture), containing approximately 1,700 residential units for an aggregate purchase price of approximately $177.0 million, including transaction costs. Of the nine properties acquired, three are located in Pacifica, California; one in Chico, California; three in metro Jacksonville, Florida; one in Tampa, Florida; and one in Greenville, North Carolina. The purchases were funded with cash, new debt and the assumption of existing debt.

On February 28, 2005, Aimco completed the acquisition of Palazzo East at Park La Brea, a mid-rise apartment community with 610 units, for approximately $199.3 million. The purchase of Palazzo East at Park La Brea, was funded with cash of approximately $86.8 million and a variable rate secured property note of $112.5 million. In order to fund the acquisition of the Palazzo East at Park La Brea, we loaned $85.4 million to Aimco in exchange for a note receivable. Upon completion of the purchase, Aimco contributed the assets and liabilities of Palazzo East at Park La Brea to us in exchange for 3,416,478 Class Thirteen Partnership Preferred Units.

Additionally, during 2005, we completed the acquisition of four properties in New York City and one in New Jersey with a total of 396 residential units and six retail spaces for an aggregate purchase price of approximately $83.4 million, including transaction costs. The purchases were funded with cash, new debt and the assumption of existing debt.

Acquisitions of Partnership Interests

During the year ended December 31, 2007, we acquired limited partnership interests in 50 partnerships in which our affiliates served as general partner. In connection with such acquisitions, we paid cash of approximately $47.4 million,

F-20

including transaction costs. The cost of the acquisitions was approximately $43.6 million in excess of the carrying amount of minority interest in such limited partnerships, which excess we generally assigned to real estate.

Transactions Involving VMS National Properties Joint Venture

In January 2007, VMS National Properties Joint Venture, or VMS, a consolidated real estate partnership in which we held a 22% equity interest, refinanced mortgage loans secured by its 15 apartment properties. The existing loans had an aggregate carrying amount of $110.0 million and an aggregate face amount of $152.2 million. The $42.2 million difference between the face amount and carrying amount resulted from a 1997 bankruptcy settlement in which the lender agreed to reduce the principal amount of the loans subject to VMS’s compliance with the terms of the restructured loans. Because the reduction in the loan amount was contingent on future compliance, recognition of the inherent debt extinguishment gain was deferred. Upon refinancing of the loans in January 2007, the existing lender accepted the reduced principal amount in full satisfaction of the loans, and VMS recognized the $42.2 million debt extinguishment gain in earnings.

During the six months ended June 30, 2007, VMS sold eight properties to third parties for an aggregate gain of $22.7 million. Additionally, VMS contributed its seven remaining properties to wholly-owned subsidiaries of Aimco in exchange for consideration totaling $230.1 million, consisting primarily of cash of $21.3 million, common OP Units with a fair value of $9.8 million, the assumption of $168.0 million in mortgage debt, and the assumption of $30.9 million in mortgage participation liabilities. This total consideration included $50.7 million related to our 22% equity interest in VMS. Exclusive of our share, the consideration paid for the seven properties exceeded the carrying amount of the minority interest in such properties by $44.9 million. This excess consideration is reflected in our consolidated balance sheet as an increase in the carrying amount of the seven properties.

In connection with VMS’s sale of seven properties to our wholly-owned subsidiaries, we issued 178,500 common OP Units to the limited partners in VMS. As a limited partner in VMS, we received approximately 123,400 common OP Units, which we eliminate in our consolidated financial statements. Common OP Units issued to unrelated limited partners in VMS totaled 55,100 and had an aggregate fair value of $3.0 million.

Approximately $22.8 million of the $42.2 million debt extinguishment gain related to the mortgage loans that were secured by the eight properties sold to third parties and is reported in discontinued operations for the year ended December 31, 2007. The remaining $19.4 million portion of the debt extinguishment gain related to the mortgage loans that were secured by the seven VMS properties we purchased and is reported in our continuing operations as gain on dispositions of unconsolidated real estate and other. Although 78% of the equity interests in VMS were held by unrelated minority partners, no minority interest share of the gains on debt extinguishment and sale of the properties was recognized in our earnings. As required by GAAP, we had in prior years recognized the minority partners’ share of VMS losses in excess of the minority partners’ capital contributions. The amounts of those previously recognized losses exceeded the minority partners’ share of the gains on debt extinguishment and sale of the properties; accordingly, no minority interest in such gains has been recognized in our earnings. For the year ended December 31, 2007, the aggregate effect of the gains on extinguishment of VMS debt and sale of VMS properties was to decrease loss from continuing operations by $19.4 million ($0.18 per diluted unit) and increase net income by $65.0 million ($0.59 per diluted unit).

During the three months ended December 31, 2007, VMS distributed its remaining cash, consisting primarily of undistributed proceeds from the sale of its 15 properties (including properties sold to us). Of the $42.4 million of cash distributed to the unrelated limited partners, $21.3 million represents the cash consideration we contributed in exchange for the purchase of seven properties and is presented in purchases of partnership interests and other assets in the consolidated statement of cash flows for the year ended December 31, 2007. The remainder of the cash distributed to the unrelated limited partners is presented in payment of distributions to minority interest in the consolidated statement of cash flows.

F-21

Flamingo South Beach Property

The Flamingo South Beach property consists of three towers. In connection with sale of the South Tower in 2006, the buyer paid to us a $5.0 million non-refundable payment for the option to acquire the 614-unit North Tower between September 1, 2006, and February 28, 2007, and the 513-unit Central Tower between December 1, 2007, and May 31, 2008. Pursuant to the purchase and sale agreement, the buyer paid to us an additional $1.0 million non-refundable payment to extend the option period for the buyer’s purchase of the North Tower from February 28, 2007, to October 31, 2007. In accordance with Statement of Financial Accounting Standards No. 66, Accounting for Sales of Real Estate, or SFAS 66, we deferred the recognition of the non-refundable payments. In September 2007, the buyer terminated its rights under the option agreement. We have no further obligation under the option agreement and, accordingly, recognized income of $6.0 million, or $5.5 million, net of tax, during the year ended December 31, 2007, which is presented in gain on dispositions of unconsolidated real estate and other in the accompanying consolidated statement of income.

Palazzo Joint Venture

In December 2007, we entered into a joint venture agreement with a third party investor which provides for the co-ownership of three multi-family properties with 1,382 units located in West Los Angeles. Under the agreement, we contributed three wholly-owned properties, The Palazzo at Park La Brea, The Palazzo East at Park La Brea and The Villas at Park La Brea to the partnership, which we refer to as Palazzo, at a value of $726.0 million, or approximately $525,000 per unit. Palazzo has existing property debt of approximately $296.0 million and an implied equity value of approximately $430.0 million. We received $202.0 million from the investor in exchange for an approximate 47% interest in Palazzo, of which approximately $7.9 million was used to fund escrows for capital improvements and various operating requirements. We own the remaining interests in Palazzo, including a managing interest, and will operate the properties in exchange for a property management fee and certain other fees over the term of the partnership.

We determined Palazzo is a VIE as defined by FIN 46R and that we are the primary beneficiary who should consolidate this partnership. In accordance with SFAS 66, we deferred recognition of a gain on this transaction and recognized the consideration received as an increase in minority interest in consolidated real estate partnerships.

NOTE 4 — Investments in Unconsolidated Real Estate Partnerships

We owned general and limited partner interests in unconsolidated real estate partnerships owning approximately 94, 102 and 264 properties at December 31, 2007, 2006 and 2005, respectively. We acquired these interests through various transactions, including large portfolio acquisitions and offers to individual limited partners. Our total ownership interests in these unconsolidated real estate partnerships ranges typically from less than 1% to 50%.

The following table provides selected combined financial information for the unconsolidated real estate partnerships in which we had investments accounted for under the equity method as of and for the years ended December 31, 2007, 2006 and 2005 (in thousands):


		2007				2006				2005
Real estate, net of accumulated depreciation	$		128,950		$		146,400		$		763,219
Total assets			152,214				166,874				954,970
Secured and other notes payable			124,406				140,089				932,454
Total liabilities			168,573				199,082				1,248,450
Partners’ equity (deficit)			(16,359	)			(32,208	)			(293,480	)
Rental and other property revenues			40,486				99,708				311,429
Property operating expenses			(20,630	)			(49,451	)			(177,970	)
Depreciation expense			(9,692	)			(18,769	)			(63,056	)
Interest expense			(9,541	)			(24,146	)			(84,252	)
Gain on sale			—				2,980				106,465
Net income (loss)			(3,875	)			(1,443	)			82,123

The decreases in the 2007 and 2006 amounts relative to the 2005 amounts in the above table reflect dispositions of real estate owned by the unconsolidated real estate partnerships and the consolidation of certain partnerships previously accounted for under the equity method, including 156 partnerships consolidated in 2006 in connection with the adoption of EITF 04-5.

F-22

As a result of our acquisition of interests in unconsolidated real estate partnerships at a cost in excess of the historical carrying amount of the partnerships’ net assets, our aggregate investment in these partnerships at December 31, 2007 and 2006 of $116.1 million and $37.9 million, respectively, exceeds our share of the underlying historical partners’ deficit of the partnerships by approximately $119.3 million and $43.7 million, respectively.

NOTE 5 — Notes Receivable

The following table summarizes our notes receivable at December 31, 2007 and 2006 (in thousands):


		2007												2006
		Unconsolidated												Unconsolidated
		Real Estate				Non-								Real Estate				Non-
		Partnerships				Affiliates				Total				Partnerships				Affiliates			Total
Par value notes	$		30,155		$		17,053		$		47,208		$		40,055		$		18,815	$		58,870

Discounted notes			10,045				127,422				137,467				6,064				120,537			126,601
Allowance for loan losses			(5,014	)			(1,421	)			(6,435	)			(5,478	)			—			(5,478	)

Total notes receivable	$		35,186		$		143,054		$		178,240		$		40,641		$		139,352	$		179,993


Face value of discounted notes	$		41,668		$		142,062		$		183,730		$		41,781		$		145,024	$		186,805

Included in the notes receivable from unconsolidated real estate partnerships at December 31, 2007 and 2006, are $4.3 million and $6.0 million, respectively, in notes that were secured by interests in real estate or interests in real estate partnerships. We earn interest on these secured notes receivable at various annual interest rates ranging between 9.0% and 12.0% and averaging 11.2%.

Included in the notes receivable from non-affiliates at December 31, 2007 and 2006, are $87.6 million and $87.6 million, respectively, in notes that were secured by interests in real estate or interests in real estate partnerships. We earn interest on these secured notes receivable at various annual interest rates ranging between 4.0% and 7.4% and averaging 7.2%.

Notes receivable from non-affiliates at December 31, 2007 and 2006 include notes receivable totaling $84.3 million and $81.6 million, respectively, from 31 entities (the “borrowers”) that are wholly-owned by a single individual. We originated these notes in November 2006 pursuant to a loan agreement that provides for total funding of approximately $110 million, including $14.4 million for property improvements and an interest reserve, of which $6.2 million had not been funded as of December 31, 2007. The notes mature in November 2016, bear interest at LIBOR plus 2.0%, are partially guaranteed by the owner of the borrowers, and are collateralized by second mortgages on 87 buildings containing 1,597 residential units and 42 commercial spaces in West Harlem, New York City. In conjunction with the loan agreement, we entered into a purchase option and put agreement with the borrowers under which we may purchase some or all of the buildings and, subject to achieving specified increases in rental income, the borrowers may require us to purchase the buildings. Our potential purchase of the buildings pursuant to the purchase option and put agreement may ultimately require cash payments and/or assumption of first mortgage debt totaling approximately $149.0 million to $216.0 million, in addition to amounts funded and committed under the loan agreement, depending on rental income levels and real estate fair values. We determined that the stated interest rate on the notes is a below-market interest rate and recorded a $19.4 million discount to reflect the estimated fair value of the notes based on an estimated market interest rate of LIBOR plus 4.0%. The discount was determined to be attributable to our real estate purchase option, which we recorded separately in other assets. Accretion of this discount totaled $1.5 million in 2007 and is included in interest income. No accretion of this discount was recorded in 2006. The unamortized potion of the purchase option asset will be included in the cost of properties acquired pursuant to the option or otherwise be charged to expense. We determined that the borrowers are VIEs and, based on qualitative and quantitative analysis, determined that the individual who owns the borrowers and partially guarantees the notes is the primary beneficiary.

Notes receivable from non-affiliates also includes a note receivable totaling $42.9 million at December 31, 2007, representing a $50.0 million interest in Casden Properties LLC made in connection with the March 2002 acquisition of Casden Properties, Inc. The difference between the carrying amount of the note and the total investment of $50.0

F-23

million represents a discount that will be amortized as interest income, using a 13.3% imputed effective interest rate, through the March 2009 maturity of the note.

Interest income from total non-impaired par value and certain discounted notes for the years ended December 31, 2007, 2006 and 2005 totaled $11.7 million, $5.8 million and $19.2 million, respectively. For the years ended December 31, 2007, 2006 and 2005 we recognized accretion income on certain discounted notes of approximately $3.4 million, $6.7 million and $2.5 million, respectively.

The activity in the allowance for loan losses in total for both par value notes and discounted notes for the years ended December 31, 2007 and 2006, is as follows (in thousands):


		2007				2006
Balance at beginning of year	$		(5,478	)	$		(4,890	)
Provisions for losses on notes receivable			(6,018	)			(3,105	)
Recoveries of losses on notes receivable			2,067				320
Net reductions due to consolidation of real estate partnerships and property dispositions			2,994				2,197

Balance at end of year	$		(6,435	)	$		(5,478	)

During the years ended December 31, 2007 and 2006, we determined that an allowance for loan losses of $4.0 million and $3.4 million, respectively, was required on certain of our par value notes that had carrying values of $9.5 million and $9.0 million, respectively. The average recorded investment in the impaired par value notes for the years ended December 31, 2007 and 2006 was $8.3 million and $7.0 million, respectively. The remaining $37.7 million in par value notes receivable at December 31, 2007 is estimated to be collectible and, therefore, interest income on these par value notes is recognized as it is earned.

As of December 31, 2007 and 2006, we determined that an allowance for loan losses of $2.4 million and $2.0 million, respectively, was required on certain of our discounted notes that had carrying values of $3.4 million and $4.4 million, respectively. The average recorded investment in the impaired discounted notes for the years ended December 31, 2007 and 2006 was $3.4 million and $4.6 million, respectively.

NOTE 6 — Secured Tax-Exempt Bond Financings, Property Loans Payable and Other Borrowings

The following table summarizes our secured tax-exempt bond financings at December 31, 2007 and 2006, the majority of which is non-recourse to us (in thousands):


	Weighted Average
	Interest Rate				Principal Outstanding
	2007				2007			2006
Fixed rate secured tax-exempt bonds payable		5.59	%	$		243,140	$		295,532
Variable rate secured tax-exempt bonds payable		3.65	%			698,415			631,420

Total				$		941,555	$		926,952

Fixed rate secured tax-exempt bonds payable mature at various dates through October 2045. Variable rate secured tax-exempt bonds payable mature at various dates through December 2036. Principal and interest on these bonds are generally payable in semi-annual installments or in monthly interest-only payments with balloon payments due at maturity. Certain of our tax-exempt bonds at December 31, 2007, are remarketed periodically by a remarketing agent to maintain a variable yield. If the remarketing agent is unable to remarket the bonds, then the remarketing agent can put the bonds to us. We believe that the likelihood of this occurring is remote. At December 31, 2007, our secured tax-exempt bond financings were secured by 71 properties with a combined net book value of $1,430.2 million. As discussed in Note 2, certain fixed rate secured tax-exempt bonds payable have been converted to variable rates using total rate of return swaps and are presented above as variable rate debt.

F-24

The following table summarizes our property loans payable at December 31, 2007 and 2006, the majority of which are non-recourse to us (in thousands):


	Weighted Average
	Interest Rate				Principal Outstanding
	2007				2007			2006
Fixed rate secured notes payable		6.15	%	$		5,467,650	$		4,626,975
Variable rate secured notes payable		6.45	%			417,740			361,953
Secured notes credit facility		5.38	%			154,780			109,988

Total				$		6,040,170	$		5,098,916

Fixed rate secured notes payable mature at various dates through August 2053. Variable rate secured notes payable mature at various dates through July 2021. Principal and interest are generally payable monthly or in monthly interest-only payments with balloon payments due at maturity. At December 31, 2007, our secured notes payable were secured by 563 properties with a combined net book value of $7,774.0 million. As discussed in Note 2, certain fixed rate secured notes payable have been converted to variable rates using total rate of return swaps and are presented above as variable rate debt.

We had a secured revolving credit facility that provided for borrowings of up to $250 million primarily to be used for financing properties that we generally intended to hold for the intermediate term, as well as properties that were designated for redevelopment. The interest rate on the notes provided through this facility was the Fannie Mae Discounted Mortgage-Backed Security index plus 0.85% (for those loans with debt coverage ratios greater than or equal to 1.70x) or 1.05% (for those loans with debt service coverage ratios less than 1.70x), which interest rates reset monthly. Each such loan under this facility was treated as a separate borrowing and was collateralized by a specific property, and none of the loans were cross-collateralized or cross-defaulted. This facility matured in September 2007.

We entered into a new secured revolving credit facility in September 2007 with a major life company that provides for borrowings of up to $200 million. The primary function of the facility is to secure short-term fully pre-payable non-recourse loans for a period of less than three years. The interest rate on the notes provided through the facility is 30-day LIBOR plus 0.78%. Each loan under the facility is treated as a separate borrowing and is secured by a specific property. None of the facility loans are cross-collateralized or cross-defaulted. This new facility matures in September 2010.

Our consolidated debt instruments generally contain covenants common to the type of facility or borrowing, including financial covenants establishing minimum debt service coverage ratios and maximum leverage ratios. At December 31, 2007, we were in material compliance with all financial covenants pertaining to our consolidated debt instruments.

Other borrowings totaled $75.1 million and $67.7 million at December 31, 2007 and 2006, respectively, and consist primarily of unsecured notes payable and obligations under sale and leaseback arrangements accounted for as financings. At December 31, 2007, other borrowings includes $66.5 million in fixed rate obligations with interest rates ranging from zero to 10.0% and $8.5 million in variable rate obligations bearing interest at the prime rate plus 1.75%. The maturity dates for other borrowings range from 2007 to 2039, although certain amounts are due upon occurrence of specified events, such as property sales.

As of December 31, 2007, the scheduled principal amortization and maturity payments for our secured tax-exempt bonds, secured notes payable and other borrowings are as follows (in thousands):


		Amortization			Maturities			Total
2008	$		126,770	$		329,006	$		455,776
2009			131,193			395,987			527,180
2010			137,171			506,230			643,401
2011			141,857			367,528			509,385
2012			145,588			328,887			474,475
Thereafter									4,446,565

							$		7,056,782

F-25

NOTE 7 — Term Loans and Credit Facility

We have an Amended and Restated Senior Secured Credit Agreement with a syndicate of financial institutions, which we refer to as the Credit Agreement. In addition to Aimco, the Partnership and an Aimco subsidiary are also borrowers under the Credit Agreement.

During the year ended December 31, 2007, we amended various terms in our Credit Agreement which included (i) an increase in aggregate commitments; (ii) a modification of the capitalization rate used in the calculation of certain financial covenants; (iii) a modification to permit proceeds of loans under the Credit Agreement to be used to repurchase equity interests of the borrowers, including Aimco Class A Common Stock, and provide that the purchase of such equity interests is not restricted as long as no default or event of default under the Credit Agreement exists; and (iv) elimination of the limitation on incurrence of indebtedness that is pari passu with the Credit Agreement.

The Credit Agreement was expanded from total commitments of $850.0 million to $1.125 billion. Prior to the amendments, the Credit Agreement was comprised of $400.0 million in term loans and $450.0 million of revolving loan commitments. In connection with the amendments, we obtained an additional term loan of $75.0 million with a one year term and pricing equal to LIBOR plus 1.375%, or a base rate at our option, and additional revolving loan commitments totaling $200.0 million with the same maturity and pricing as the existing revolving loan commitments. We may extend the $75.0 million term loan for one year, subject to the satisfaction of certain conditions including the payment of a 12.5 basis point fee on the amount of the term loan then outstanding. We are also permitted to increase the aggregate commitments (which may be revolving or term loan commitments) by an amount not to exceed $175 million, subject to receipt of commitments from lenders and other customary conditions.

The Credit Agreement includes customary financial covenants, including the maintenance of specified ratios with respect to total indebtedness to gross asset value, total secured indebtedness to gross asset value, aggregate recourse indebtedness to gross asset value, variable rate debt to total indebtedness, debt service coverage and fixed charge coverage; the maintenance of a minimum adjusted tangible net worth; and limitations regarding the amount of cross-collateralized debt. The Credit Agreement includes other customary covenants, including a restriction on distributions and other restricted payments, but permits distributions during any four consecutive fiscal quarters in an aggregate amount of up to 95% of our funds from operations for such period or such amount as may be necessary to maintain Aimco’s REIT status. We were in compliance with all such covenants as of December 31, 2007.

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

NOTE 8 — Commitments and Contingencies

Commitments

In connection with our redevelopment and capital improvement activities, we have commitments of approximately $152.0 million related to construction projects, most of which we expect to incur within one year. Additionally, we enter into certain commitments for future purchases of goods and services in connection with the operations of our properties. Those commitments generally have terms of one year or less and reflect expenditure levels comparable to our historical expenditures.

We have committed to fund an additional $6.2 million in second mortgage loans on certain properties in West Harlem in New York City. In certain circumstances, we also could be required to acquire the properties for cash and/or assumption of first mortgage debt totaling approximately $149.0 million to $216.0 million, in addition to amounts funded and committed under the related loan agreement.

F-26

Tax Credit Arrangements

We are required to manage certain consolidated real estate partnerships in compliance with various laws, regulations and contractual provisions that apply to our historic and low-income housing tax credit syndication arrangements. In some instances, noncompliance with applicable requirements could result in projected tax benefits not being realized and require a refund or reduction of investor capital contributions, which are reported as deferred income in our consolidated balance sheet, until such time as our obligation to deliver tax benefits is relieved. The remaining compliance periods for our tax credit syndication arrangements range from less than one year to 15 years. We do not anticipate that any material refunds or reductions of investor capital contributions will be required in connection with these arrangements.

Legal Matters

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

Limited Partnerships

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

Environmental

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

We have determined that our legal obligations to remove or remediate hazardous substances may be conditional asset retirement obligations as defined in FASB Interpretation No. 47, Conditional Asset Retirement Obligations. Except in limited circumstances where the asset retirement activities are expected to be performed in connection with a planned construction project or property casualty, we believe that the fair value of our asset retirement obligations cannot be reasonably estimated due to significant uncertainties in the timing and manner of settlement of those obligations. Asset retirement obligations that are reasonably estimable as of December 31, 2007, are immaterial to our consolidated financial condition, results of operations and cash flows.

Mold

Aimco has been named as a defendant in lawsuits that have alleged personal injury and property damage as a result of the presence of mold. In addition, we are aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. We have only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. We have

F-27

implemented policies, procedures, third-party audits and training, including a detailed moisture intrusion and mold assessment during acquisition due diligence. We believe these measures will prevent or eliminate mold exposure from our properties and will minimize the effects that mold may have on our residents. To date, we have not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change, we can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

Operating Leases

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


		Operating
		Lease			Sublease
		Obligations			Receivables
2008	$		9,001	$		1,040
2009			7,329			597
2010			6,437			597
2011			5,309			—
2012			4,905			—
Thereafter			6,687

Total	$		39,668	$		2,234

Substantially all of the office space and equipment subject to the operating leases described above are for the use of our corporate offices and regional operating centers. Rent expense recognized totaled $9.8 million, $8.9 million, and $7.4 million for the years ended December 31, 2007, 2006 and 2005, respectively. Sublease receipts that offset rent expense totaled approximately $1.3 million, $1.3 million and $0.7 million for the years ended December 31, 2007, 2006 and 2005, respectively.

NOTE 9 — Income Taxes

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities of the taxable REIT subsidiaries for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax liabilities and assets are as follows (in thousands):


		2007			2006
Deferred tax liabilities:
Partnership differences	$		59,419	$		47,149
Depreciation			2,441			7,729
Deferred revenue			4,794			—
Other			40			85

Total deferred tax liabilities	$		66,694	$		54,963


Deferred tax assets:
Net operating, capital and other loss carryforwards	$		49,302	$		20,995
Receivables			6,321			5,879
Accrued liabilities			9,730			5,010
Accrued interest expense			917			978
Intangibles — management contracts			5,632			8,293
Tax credit carryforwards			7,011			9,878
Other			2,207			1,424

Total deferred tax assets			81,120			52,457
Valuation allowance for deferred tax assets			—			(1,873	)

Deferred tax assets, net of valuation allowance			81,120			50,584

Net deferred income tax assets (liabilities)	$		14,426	$		(4,379	)

F-28

At December 31, 2006, we maintained a $1.9 million valuation allowance for deferred tax assets primarily related to previously unrecognized alternative minimum tax credits that were generated by predecessor entities. As a result of our implementation of FIN 48 on January 1, 2007, we reclassified the $1.9 million deferred tax asset as an unrecognized tax benefit and removed the corresponding valuation allowance. As of December 31, 2007, we determined a valuation allowance for our deferred tax assets was not necessary based on a determination that it was more likely than not that such assets will be realized prior to their expiration. This determination included the evaluation of prudent and feasible tax planning strategies that are available to us.

A reconciliation of the beginning and ending balance of our unrecognized tax benefits from January 1, 2007, the date on which we adopted FIN 48, is presented below:


Balance at January 1, 2007	$	3,118
Reductions as a result of the lapse of applicable statutes		(189	)
Additions based on tax positions related to the current year		36

Balance at December 31, 2007	$	2,965

We do not anticipate any material changes in existing unrecognized tax benefits during the next 12 months. Because the statute of limitations has not yet elapsed, our Federal income tax returns for the year ended December 31, 2004, and subsequent years and certain of our State income tax returns for the year ended December 31, 2002, and subsequent years are currently subject to examination by the Internal Revenue Service or other tax authorities.

As a result of SFAS 123R, our deferred tax assets at December 31, 2007 and 2006 do not include $5.2 million and $2.2 million, respectively, of excess tax benefits from employee stock option exercises and vested restricted stock awards that are a component of our net operating loss carryforwards. Additional paid-in capital will be increased by $5.2 million if and when such excess tax benefits are ultimately realized.

Significant components of the provision (benefit) for income taxes are as follows and are classified within other expenses (income), net in continuing operations and income from discontinued operations, net in our statements of income for 2007, 2006 and 2005 (in thousands):


		2007				2006				2005
Current:
Federal	$		20		$		5,380		$		3,412
State			1,938				1,272				1,590

Total current			1,958				6,652				5,002


Deferred:
Federal			(17,816	)			13,197				(17,303	)
State			(1,833	)			1,698				(1,843	)

Total deferred			(19,649	)			14,895				(19,146	)

Total provision (benefit)	$		(17,691	)	$		21,547		$		(14,144	)

Classification:
Continuing operations	$		(19,760	)	$		(11,020	)	$		(15,229	)
Discontinued operations	$		2,069		$		32,567		$		1,085

Consolidated income (loss) subject to tax, consisting of pretax income of our taxable REIT subsidiaries and gains on certain property sales that are subject to income tax under section 1374 of the Internal Revenue Code, is $(41.5) million for 2007, $53.3 million for 2006, and $(36.9) million for 2005. The reconciliation of income tax attributable to continuing and discontinued operations computed at the U.S. statutory rate to income tax expense (benefit) is shown below (dollars in thousands):

F-29


		2007							2006							2005
		Amount			Percent				Amount			Percent				Amount			Percent
Tax at U.S. statutory rates on consolidated income (loss) subject to tax	$		(14,508	)		35.0	%	$		18,639			35.0	%	$		(12,922	)		35.0	%

State income tax, net of Federal tax benefit			106			(0.3	%)			3,038			5.7	%			(253	)		0.7	%

Effect of permanent differences			(306	)		0.7	%			(130	)		-0.2	%			(69	)		0.2	%
Write off excess tax basis			(2,983	)		7.2	%			—			0.0	%			—			0.0	%
Increase (decrease) in valuation allowance			—			0.0	%			—			0.0	%			(900	)		2.4	%

	$		(17,691	)		42.6	%	$		21,547			40.5	%	$		(14,144	)		38.3	%

Income taxes paid totaled approximately $3.0 million, $9.8 million and $4.8 million in the years ended December 31, 2007, 2006 and 2005, respectively.

At December 31, 2007, we had net operating loss carryforwards (NOLs) of approximately $132.0 million for income tax purposes that expire in years 2023 to 2027. Subject to certain separate return limitations, we may use these NOLs to offset all or a portion of taxable income generated by our taxable REIT subsidiaries. We generated approximately $76.2 million of NOLs during the year ended December 31, 2007, due to losses from our taxable subsidiaries. Additionally, our low-income housing and rehabilitation tax credit carryforwards as of December 31, 2007, were approximately $6.9 million for income tax purposes that expire in years 2012 to 2027. We had approximately $0.6 million of alternative minimum tax (AMT) credit carryforwards available at December 31, 2007, subsequent to the application of a FIN 48 uncertain tax position discussed above. These AMT credit carryforwards do not expire and can be used to offset future regular tax liabilities.

NOTE 10 — Notes Receivable from Aimco

In exchange for the sale of certain real estate assets to Aimco in December 2000, we received notes receivable, which we refer to as the Notes, totaling $10.1 million. The Notes bear interest at the rate of 5.7% per annum. Of the $10.1 million total, $7.6 million is due upon demand, and the remainder is due in scheduled semi-annual payments with all unpaid principal and interest due on December 31, 2010. At December 31, 2007 and 2006, the balance of the Notes totaled $14.8 million and $14.0, respectively, which includes accrued and unpaid interest.

On February 28, 2005, in connection with the acquisition of Palazzo East at Park La Brea, the Partnership loaned $85.4 million to Aimco in exchange for a note receivable, which was presented as a deduction from partners’ capital. The note bore interest at the rate of 5.25% per annum, with interest payments due on December 31 of each year. Upon completion of the purchase, Aimco contributed the assets and liabilities of Palazzo East at Park La Brea to us in exchange for 3.4 million Class Thirteen Partnership Preferred Units. As of December 31, 2006, the balance of the Note was zero. The outstanding Class Thirteen Partnership Preferred Units held by Aimco were converted into 170.8239 Series A Community Reinvestment Act Perpetual Preferred units, or the CRA Preferred Units. An additional 29.1761 CRA Preferred Units were issued to Aimco in exchange for the $12.6 million excess of gross proceeds from Aimco’s issuance of CRA Preferred Stock over the principal amount of the note that was repaid, resulting in 200 CRA Preferred Units being issued.

F-30

NOTE 11 — Partners’ Capital

Preferred OP Units

At December 31, 2007 and 2006, we had the following classes of preferred OP Units outstanding (stated at their redemption values) owned by Aimco:


										Balance
						Annual Dividend				December 31,
						Rate Per Unit				2007			2006
Perpetual:	Redemption Date (1)			Conversion Price		(paid quarterly)				(thousands)			(thousands)
Class G Partnership Preferred Units, $0.01 par value, 4,050,000 units authorized, 4,050,000 units issued and outstanding		07/15/2008			—		9.3750	%	$		101,250	$		101,250
Class T Cumulative Preferred Units, $0.01 par value, 6,000,000 units authorized, 6,000,000 units issued and outstanding		07/31/2008			—		8.000	%			150,000			150,000
Class U Cumulative Preferred Units, $0.01 par value, 8,000,000 units authorized, 8,000,000 units issued and outstanding		03/24/2009			—		7.750	%			200,000			200,000
Class V Cumulative Preferred Units, $0.01 par value, 3,450,000 units authorized, 3,450,000 units issued and outstanding		09/29/2009			—		8.000	%			86,250			86,250
Class Y Cumulative Preferred Units, $0.01 par value, 3,450,000 units authorized, 3,450,000 units issued and outstanding		12/21/2009			—		7.875	%			86,250			86,250
Series A Community Reinvestment Act Preferred Units, $0.01 par value per unit, 240 units authorized, 200 units issued and outstanding (2)		06/30/2011			—		(2	)			100,000			100,000

											723,750			723,750


Convertible (3):
Class W Partnership Preferred Units, $0.01 par value, 1,904,762 units authorized, zero and 1,904,762 units issued and outstanding at December 31, 2007 and 2006, respectively (4)		09/30/2007	$		52.50		8.100	%			—			100,000

											—			100,000

Total									$		723,750	$		823,750


(1)		All classes of preferred units are redeemable by the Partnership only in connection with a concurrent redemption by Aimco of the corresponding preferred Aimco equity held by unrelated parties.

(2)		On June 29, 2006, Aimco sold 200 shares of its Series A Community Reinvestment Act Perpetual Preferred Stock, with a liquidation preference of $500,000 per share, for net proceeds of $97.5 million. Proceeds of $85.4 million were used to repay our note receivable from Aimco, which was classified in our balance sheet as a reduction in partners’ capital, related to the February 2005 acquisition of the Palazzo East at Park La Brea. Concurrently, all of the outstanding 3,416,478 Class Thirteen Partnership Preferred Units held by Aimco were converted into 170.8239 Series A Community Reinvestment Act Perpetual Preferred units, or the CRA Preferred Units. An additional 29.1761 CRA Preferred Units were issued to Aimco in exchange for the $12.6 million excess of gross proceeds from Aimco’s issuance of CRA Preferred Stock over the principal amount of the note that was repaid, resulting in 200 CRA Preferred Units being issued. The CRA Preferred Units have substantially the same terms as the CRA Preferred Stock. Holders of the CRA Preferred Units are entitled to cumulative cash dividends payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, when and as declared, beginning on September 30, 2006. For the period from June 29, 2006, the date of original issuance, through March 31, 2015, the distribution rate is a variable rate per annum equal to the Three-Month LIBOR Rate (as defined in the Articles Supplementary designating the CRA Preferred Stock) plus 1.25%, calculated as of the beginning of each quarterly distribution period. The rate at December 31, 2007 and 2006 was 6.38% and 6.62%, respectively. Upon liquidation, holders of the CRA Preferred Units are entitled to a preference of $500,000 per share, plus an amount equal to accumulated, accrued and unpaid dividends, whether or not earned or declared. The CRA Preferred Units rank prior to our common OP Units and on the same level as our other preferred units, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up. The CRA Preferred Units are not redeemable prior to June 30, 2011, except in limited circumstances related to Aimco’s REIT qualification. On and after June 30, 2011, the CRA Preferred Units are redeemable for cash, in whole or from time to time in part, upon the redemption, at Aimco’s option, of its CRA Preferred Stock at a price per share equal to the liquidation preference, plus accumulated, accrued and unpaid dividends, if any, to the redemption date.

F-31


(3)		The Partnership Agreement sets forth the relative rights and preferences of the Class W Cumulative Convertible Preferred Units, or the Class W Preferred Units, and as shown above, the distribution rate is the rate specified in the Partnership Agreement. Such rate can be increased to the rate of the distributions paid on the number of common OP Units into which a unit of such preferred security is convertible. The initial conversion price of the Class W Preferred Unit was in excess of the fair market value of a share of a common OP Unit on the date on which the purchaser of the class agreed to purchase such securities.

(4)		On September 30, 2007, Aimco redeemed all 1,904,762 million shares outstanding of the 8.1% Class W Preferred Stock for a total redemption price of $54.61 per share, which included a redemption price per share of $53.55 (which was 102% of the $52.50 per share liquidation preference) plus approximately $1.06 per share in respect of accumulated, accrued and unpaid dividends through September 30, 2007. Concurrent with this redemption we redeemed the outstanding Class W Partnership Preferred Units. In accordance with EITF Topic D-42, The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock, the $2.0 million excess of the redemption price over the carrying value (the 2% redemption premium) and $0.6 million of issuance costs previously recorded as a reduction of General Partner and Special Limited Partner capital balances are reflected as a reduction of income attributable to common unitholders for purposes of calculating earnings per unit for the year ended December 31, 2007.

All classes of preferred OP Units are pari passu with each other and are senior to the common OP Units. None of the classes of preferred OP Units have any voting rights, except the right to approve certain changes to the Partnership Agreement that would adversely affect holders of such class of units. Distributions on all preferred OP Units are subject to being declared by the General Partner. All of the above outstanding classes of preferred units have a liquidation preference per unit of $25, with the exception of the CRA Preferred Units, which have a liquidation preference per unit of $500,000.

During the year ended December 31, 2006, Aimco redeemed for cash all 2.53 million shares outstanding of the 10.1% Class Q Cumulative Preferred Stock and all 6.94 million shares outstanding of the 10% Class R Cumulative Preferred Stock. Concurrent with these redemptions we redeemed the outstanding Class Q and Class R Cumulative Preferred Units, which resulted in $2.5 million and $4.3 million, respectively, of related preferred unit issuance costs being deducted in determining 2006 net income attributable to common unitholders. During the year ended December 31, 2006, Aimco also redeemed for cash all 2.0 million shares outstanding of the 8.5% Class X Cumulative Convertible Preferred Stock. Concurrent with this redemption, we redeemed all the outstanding Class X Cumulative Convertible Preferred Units, which resulted in $0.1 million of related preferred unit issuance costs being deducted in determining 2006 net income attributable to common unitholders.

F-32

As of December 31, 2007 and 2006, the following classes of preferred OP Units (stated at their redemption values) owned by third parties were outstanding (in thousands, except unit data):


		2007			2006
Class One Partnership Preferred Units, 90,000 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holder to receive distributions at 8.0% ($8.00 per annum per unit)	$		9,000	$		9,000
Class Two Partnership Preferred Units, 45,993 and 46,718 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holders to receive distributions at 5.9% ($1.48 per annum per unit)			1,150			1,168
Class Three Partnership Preferred Units, 1,455,751 and 1,459,074 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holders to receive distributions at 7.88% ($1.97 per annum per unit)			36,394			36,477
Class Four Partnership Preferred Units, 755,999 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holders to receive distributions at 8.0% ($2.00 per annum per unit)			18,900			18,900
Class Five Partnership Preferred Units, 68,671 units issued and outstanding, redeemable for cash at any time at our option, holder to receive distributions equal to the per unit distribution on the common OP Units ($2.40 per annum per unit) (1)			2,747			2,747
Class Six Partnership Preferred Units, 802,453 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holder to receive distributions at 8.5% ($2.125 per annum per unit)			20,061			20,061
Class Seven Partnership Preferred Units, 27,960 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holder to receive distributions at 9.5% ($2.375 per annum per unit)			699			699
Class Eight Partnership Preferred Units, 6,250 units issued and outstanding, redeemable for cash at any time at our option, holder to receive distributions equal to the per unit distribution on the common OP Units ($2.40 per annum per unit) (1)			156			156

Total	$		89,107	$		89,208


(1)		The Class Five and Class Eight Partnership Preferred Units received the $2.51 per unit special distribution which was paid in January 2008 and thus not reflected in the per annum dividends paid per unit amount above.

For all preferred OP Units that are redeemable for Aimco Class A Common Stock, upon redemption, we will issue a common OP Unit to Aimco for each share of Aimco Class A Common Stock issued. In addition, subject to certain conditions, the Class Four, Class Five, Class Six and Class Eight Partnership Preferred Units are convertible into common OP Units, two years from issuance, after December 21, 2000, three years from issuance, and after November 16, 2001, respectively.

During the years ended December 31, 2007 and 2006, approximately 1,800 and 7,600 preferred OP Units were tendered for redemption in exchange for approximately 900 and 3,700 shares of Aimco Class A Common Stock, respectively. During the years ended December 31, 2007 and 2006, there were approximately 2,200 and 31,100 preferred OP Units tendered for redemption in exchange for cash, respectively.

The distributions paid on each class of preferred OP Units classified as partners’ capital in the years ended December 31, 2007, 2006, and 2005 are as follows (in thousands, except per unit data):


		2007							2006							2005
		Amount				Total			Amount				Total			Amount				Total
		Per				Amount			Per				Amount			Per				Amount
Class of Preferred Units		Unit (1)				Paid			Unit (1)				Paid			Unit (1)				Paid
Class D	$		—		$		—	$		—		$		—	$		0.59	(2)	$		736
Class G			2.34				9,492			2.34				9,492			2.34				9,492
Class Q			—				—			0.67	(7)			1,686			2.53				6,388
Class R			—				—			1.49	(7)			10,361			2.50				17,350
Class T			2.00				12,000			2.00				12,000			2.00				12,000
Class U			1.94				15,500			1.94				15,500			1.94				15,500
Class V			2.00				6,900			2.00				6,900			2.09	(3)			7,207
Class W			4.25	(8)			8,100			4.25				8,100			4.25	(3)			8,100
Class X			—				—			1.06	(7)			2,125			2.13	(3)			4,262

F-33


	2007					2006						2005
	Amount			Total		Amount				Total		Amount				Total
	Per			Amount		Per				Amount		Per				Amount
Class of Preferred Units	Unit (1)			Paid		Unit (1)				Paid		Unit (1)				Paid
Class Y		1.97			6,792		1.97				6,792		1.61	(3)			5,547
Series A CRA		41,661			8,316		8,720	(6)			1,744
Class One		8.00			720		8.00				720		8.00				720
Class Two		1.48			68		1.52				71		1.88	(4)			109
Class Three		1.97			2,869		1.98				2,888		2.07	(4)			3,078
Class Four		2.00			1,512		2.00				1,512		2.00				1,514
Class Five		2.40			165		2.40				165		2.40				165
Class Six		2.13			1,705		2.13				1,705		2.13				1,705
Class Seven		2.38			67		2.45				69		2.38				71
Class Eight		2.40			15		2.40				15		2.40				15
Class Thirteen		—			—		0.66	(5)			2,242		1.10	(3)			3,772

Total			$		74,221				$		84,087				$		97,731


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

(2)		For the period from January 1, 2005 to the date of redemption.

(3)		For the period from the date of issuance to December 31, 2005.

(4)		During 2005, the distribution rate was reset on the Class Two Partnership Preferred Units from 8.0% to 5.9% per annum and the distribution rate was reset on the Class Three Partnership Preferred Units from 8.0% to 7.88% per annum based on terms within the respective agreements.

(5)		For the period from January 1, 2006 to June 29, 2006, the date of conversion to Series A Community Reinvestment Act Preferred Units.

(6)		For the period from June 29, 2006 (date of issuance) to December 31, 2006.

(7)		For the period from January 1, 2006 to the date of redemption.

(8)		For the period from January 1, 2007 to the date of redemption.

Common OP Units

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

On December 21, 2007, Aimco’s board of directors declared a special distribution of $2.51 per share payable on January 30, 2008, to holders of record of Aimco Class A Common Stock on December 31, 2007. We declared a corresponding special distribution, totaling $257.2 million, which was paid on 102,478,510 common OP Units and High Performance Units issued and outstanding on the record date, which included 416,140 common OP Units held by us and our consolidated subsidiaries. Pursuant to Aimco’s special dividend, Aimco stockholders had the option to elect to receive payment of the special dividend in cash, shares or a combination of cash and shares, except that the aggregate amount of cash payable to all stockholders in the special dividend was limited to $55.0 million plus cash paid in lieu of fractional shares. Based on stockholder elections, Aimco paid approximately $177.9 million of the Aimco’s special dividend through the issuance of 4,594,074 shares (including 20,339 shares issued to us and our consolidated subsidiaries), which was determined based on the average closing price of Aimco’s class A Common Stock on January 23-24, 2008, or $38.71 per share. In connection with Aimco’s special dividend, we made a distribution to Aimco of common OP Units equal to the number of shares issued pursuant to the special dividend, in addition to $55.0 million in cash. In connection with our special distribution, holders of common OP Units other than Aimco and holders of High Performance Units received the special distribution entirely in cash.

After elimination of the effect of units held by us and our consolidated subsidiaries, the special distribution totaled $256.2 million. Approximately $177.1 million of the Aimco’s special dividend was paid through the issuance of 4,573,735 common OP Units (excluding 20,339 units issued to us and our consolidated subsidiaries) to Aimco, which held 92,379,751 common OP Units on the record date (excluding 416,140 units held by us and our consolidated subsidiaries), representing an increase of approximately 4.95% to the then outstanding common OP Units held by Aimco, or a 4.48% increase to the total outstanding common OP Units and High Performance Units at December 31, 2007. The effect of the issuance of additional common OP Units to Aimco pursuant to the special distribution has been retroactively reflected in each of the historical periods presented as if those units were issued and outstanding at the beginning of the

F-34

earliest period presented; accordingly, all activity including unit issuances, repurchases and forfeitures have been adjusted to reflect the 4.95% increase in the number of common OP Units held by Aimco, except in limited instances where noted.

We completed tender offers for limited partnership interests resulting in the issuance of approximately 55,400 and 300 common OP Units in 2007 and 2006, respectively. Approximately 55,100 of the common OP Units issued in 2007 were to unrelated limited partners in VMS in connection with our purchase of seven properties from the partnership, as discussed in Note 3.

During the years ended December 31, 2007 and 2006, approximately 39,000 and 110,000 common OP Units, respectively, were redeemed in exchange for cash, and approximately 470,000 and 94,000 common OP Units, respectively, were redeemed in exchange for shares of Aimco Class A Common Stock.

In 2007 and 2006, Aimco purchased on the open market approximately 7.8 million and 2.4 million shares of Aimco Class A Common Stock, respectively, at an average price per share of approximately $41.86 and $49.78, respectively. In 2005, Aimco did not repurchase any shares of Common Stock. Concurrent with Aimco’s repurchases of Aimco Class A Common Stock in 2007 and 2006, we repurchased from Aimco a corresponding number of common OP Units at prices per unit equal to the prices per share paid by Aimco to repurchase such shares.

During 2007 and 2006, Aimco issued approximately 62,000 shares and 27,000 shares (after the effect of Aimco’s special dividend), respectively, of Aimco Class A Common Stock to certain of its non-executive officers at market prices). In exchange for the shares purchased, the officers executed notes payable totaling $2.7 million and $1.1 million, respectively. These notes, which are 25% recourse to the borrowers, have a 10-year maturity and bear interest either at a fixed rate of 6% annually or a floating rate based on the one-month LIBOR plus 3.85%, which is subject to an annual interest rate cap of typically 7.25%. The notes were contributed by Aimco to us in exchange for approximately 62,000 and 27,000 common OP Units, respectively. Total payments on all notes from officers in 2007 and 2006 were $1.7 million and $21.8 million, respectively. In 2007 and 2006, Aimco reacquired approximately 9,000 and 11,000 shares of Aimco Class A Common Stock from officers in exchange for the cancellation of related notes totaling $0.3 million and $0.5 million, respectively. Concurrently, we reacquired from Aimco an equal number of common OP Units.

In addition, in 2007 and 2006, we issued approximately 323,000 and 637,000 common OP Units to Aimco and Aimco issued an equal number of restricted shares, respectively, to certain officers and employees. The restricted stock was recorded at the fair market value of Aimco Class A Common Stock on the date of issuance. These restricted shares of Aimco Class A Common Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and are subject to a risk of forfeiture prior to the expiration of the applicable vesting period (typically ratably over a period of three or five years). Certain shares of restricted stock issued during 2006 and 2005 are subject to accelerated vesting upon the achievement of a specified calendar year performance measure target.

High Performance Units

From 1998 through 2005, we issued various classes of High Performance Units, or HPUs, as follows: 1998 – Class I HPUs; 2001 – Class II HPUs, Class III HPUs, and Class IV HPUs; 2002 – Class V HPUs; 2003 – Class VI HPUs; 2004 – Class VII HPUs; 2005 – Class VIII HPUs; and 2006 – Class IX HPUs. These HPUs were issued to limited liability companies owned by certain members of our senior management (and Aimco’s independent directors in the case of Class I HPUs only) in exchange for cash in amounts that we determined, with the assistance of a nationally recognized independent valuation expert, to be the fair value of the HPUs. The terms of the HPUs provide for the issuance, following a measurement period of generally three years (one year in the case of Class II HPUs and two years in the case of Class III HPUs), of an increased number of HPUs depending on the degree, if any, to which certain financial performance benchmarks are achieved over the applicable measurement period. The holders of HPUs at the conclusion of the measurement period receive the same amount of distributions that are paid to holders of an equivalent number of our outstanding common OP Units. Prior to the end of the measurement period, the limited liability company holders of HPUs receive only nominal distributions. If the specified minimum benchmarks are not achieved at the conclusion of the applicable measurement period, the HPUs have only nominal value and may be reacquired by us for a nominal amount.

F-35

The following table sets forth information for HPUs outstanding as of December 31, 2007:

Gross

End of

Year of

Proceeds

Measurement

Outstanding Units at

Class of HPUs

Issuance

(thousands)

Period

December 31,2007

Class I

1998

2,070

12/31/2000

2,379,084

Class VIII

2005

780

12/31/2007

5,000

Class IX

2006

875

12/31/2008

5,000

The minimum performance benchmarks were not achieved for HPU Classes II, III, IV, V, VI, VII and VIII. Accordingly, those HPUs had only nominal value at the conclusion of the related measurement period and, except for the 5,000 Class VIII HPUs, were reacquired by us and cancelled. At December 31, 2007, performance benchmarks for the Class IX HPUs had not been achieved if the related measurement period had ended on that date.

In determining the value of the historical HPUs, we used a discounted cash flow valuation methodology supported by a nationally recognized independent valuation expert. This discounted cash flow methodology used a 24% discount rate applied to probability-adjusted cash flows reflecting possible distribution outcomes. Using that methodology, we determined the fair value of HPUs as follows: Class V HPUs $1,066,000, Class VI HPUs $985,000, Class VII HPUs $915,000, Class VIII HPUs $780,000 and Class IX HPUs $875,000. We have evaluated an alternative methodology that (1) assumes an investor receives shares of Aimco common stock in the event that the performance hurdles are met at the end of the measurement period, (2) uses a discount rate for the three year measurement period of approximately 30%, and (3) applies a liquidity discount of 25% to reflect that the HPUs are illiquid securities absent a change of control of Aimco. Applying this alternative methodology results in an effectively lower net discount rate than the rate used in the discounted cash flow methodology and, as a result, the value of those HPUs would have been as follows: Class V HPUs $1,696,000, Class VI HPUs $1,496,000, Class VII HPUs $1,867,000, Class VIII HPUs $1,772,000 and Class IX HPUs $2,042,000. Using the alternative methodology resulted in a higher valuation than the discounted cash flow methodology based on the use of assumed common stock prices in conjunction with the discount rate and liquidity discount discussed above. Accordingly, after taking into account the percentage of each program subscribed and the unamortized portion of the Class VIII and Class IX HPUs, we recorded a cumulative adjustment of $2.9 million in the year ended December 31, 2006, to reflect the difference between these two methodologies. The $2.9 million correction is also due to a change in the assumptions of the discount rates used to value Class V HPUs through Class IX HPUs.

Investment in Aimco

In 1998, Aimco issued 1.0 million shares of Class J Cumulative Convertible Preferred Stock, which we refer to as Class J Preferred Stock, for proceeds of $100.0 million. The proceeds were contributed by Aimco to us in exchange for 1.0 million Class J Partnership Preferred Units, which we refer to as Class J Preferred Units. Concurrently, we issued 250,000 Class J Preferred Units valued at $25.0 million to Aimco, in exchange for 250,000 shares of Class J Preferred Stock. In June 2000, we converted 250,000 shares of Aimco Class J Preferred Stock, with a liquidation value of $25.0 million, into 625,000 shares of Aimco Class A Common Stock. In connection with this conversion, 41,991 shares of Aimco Class A Common Stock, valued at $1.5 million, were exchanged by us for common OP Units held by a limited partner. In 2001, 198,269 shares of Aimco Class A Common Stock, valued at $7.1 million, were exchanged by us for common OP Units held by a limited partner. The investment in Aimco’s Class A Common Stock is presented in the accompanying financial statements as a reduction to partners’ capital.

Registration Statements

As of December 31, 2007, under the shelf registration statement filed by Aimco and the Partnership, which was declared effective in April 2004, we had available for issuance approximately $500.0 million of debt securities, and Aimco had available for issuance approximately $877.0 million of debt and equity securities. At January 30, 2008, following Aimco’s issuance of additional shares of Aimco Class A Common Stock pursuant to Aimco’s special dividend discussed above, Aimco had available for issuance approximately $699.1 million of debt and equity securities.

NOTE 12 — Share-Based Compensation and Employee Benefit Plans

Stock Award and Incentive Plan

Aimco, from time to time, issues restricted stock and stock options to its employees. We are required to issue common OP Units to Aimco for the same number of shares of Aimco Class A Common Stock that are issued to employees under these arrangements. Upon exercise of the stock options, Aimco must contribute to us the proceeds

F-36

received in connection with the exercised options. Therefore, the following disclosures are made pertaining to Aimco’s stock options.

Aimco’s board of directors adopted the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan, or the 1997 Plan, to attract and retain officers, key employees and independent directors. The 1997 Plan reserved for issuance a maximum of 20 million shares, which may be in the form of incentive stock options, non-qualified stock options and restricted stock, or other types of awards as authorized under the 1997 Plan. The 1997 Plan expired on April 24, 2007. On April 30, 2007, the 2007 Stock Award and Incentive Plan was approved as successor to the 1997 Plan. The 2007 Plan reserves for issuance a maximum of three million shares, which may be in the form of incentive stock options, non-qualified stock options and restricted stock, or other types of awards as authorized under the 2007 Plan. Pursuant to the anti-dilution provisions of the 2007 Plan, the number of shares reserved for issuance has been adjusted to reflect Aimco’s special dividend discussed in Note 1. At December 31, 2007, there were approximately 2.4 million shares available to be granted. The 2007 Plan is administered by the Compensation and Human Resources Committee of Aimco’s board of directors. In the case of incentive stock options, the exercise price of the options granted may not be less than the fair market value of Aimco Class A Common Stock at the date of grant. The term of the incentive and non-qualified options is generally ten years from the date of grant. The options typically vest over a period of one to five years from the date of grant. Aimco generally issues new shares upon exercise of options. Restricted stock awards typically vest over a period of three to five years.

Prior to 2006, we applied the accounting provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, or SFAS 123, as amended by Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation–Transition and Disclosure–an amendment of FASB Statement No. 123, or SFAS 148, to all employee awards granted, modified, or settled on or after January 1, 2003, which resulted in recognition of compensation expense related to Aimco’s stock options based on the fair value of the stock options. For stock options granted prior to January 1, 2003, we applied Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, or APB 25, and related interpretations. Under APB 25, because the exercise price of Aimco’s employee stock options equaled the market price of the underlying stock on the date of grant, no compensation expense related to such options was recognized. We recognized compensation expense for stock options accounted for under SFAS 123 and restricted stock awards ratably over the period the awards vested. Compensation cost was reversed as forfeitures occurred.

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123R, which superseded SFAS 123. SFAS 123R requires all share-based employee compensation, including grants of employee stock options, to be recognized in the financial statements based on fair value and provides for a modified prospective application method of adoption. Under this method, we are applying the provisions of SFAS 123R prospectively to new awards granted on or after January 1, 2006, and to existing awards that are modified after January 1, 2006, and are recognizing compensation cost over the remaining vesting period for the unvested portion of all outstanding awards granted prior to 2006. The measurement and recognition provisions of SFAS 123R that we apply to Aimco’s stock compensation arrangements are similar to those that we applied under SFAS 123 to awards granted on or after January 1, 2003. Under SFAS 123R, we continue to recognize the cost of stock-based compensation ratably over the vesting period. The primary change in our method of recognizing compensation cost relates to the treatment of forfeitures. Under SFAS 123R, expected forfeitures are required to be estimated in determining periodic compensation cost, whereas under SFAS 123 we recognized forfeitures as they occurred.

In connection with the adoption of SFAS 123R as of January 1, 2006, we estimated that forfeitures of unvested awards of stock options and restricted stock for which compensation expense was recognized prior to 2006 will total approximately $154,000. SFAS 123R provides that a cumulative effect of change in accounting principle be recognized for such estimated forfeitures as of the date of adoption. We believe the estimated forfeitures upon adoption of SFAS 123R are immaterial and have reported the cumulative effect adjustment in our general and administrative expenses for the year ended December 31, 2006. The adoption of SFAS 123R resulted in decreases of $1.2 million in 2006 income from continuing operations and net income and decreases of $0.01 in 2006 basic and diluted earnings per unit. The adoption of SFAS 123R did not have a material effect on 2006 cash flows from operating or financing activities. After 2006, SFAS 123R is not expected to have any significant effect on our financial statements other than the timing of recognition of forfeitures.

We estimated the fair value of our options using a Black-Scholes closed-form valuation model using the assumptions set forth in the table below. For options granted in 2007 and 2006, the expected term of the options reflects

F-37

the average of the vesting period and the contractual term for the options, with the exception of a grant of approximately 0.6 million options to an executive during 2007, for which the expected term used was equal to the vesting period of five years. Expected volatility reflects the historical volatility of Aimco’s Class A Common Stock during the historical period commensurate with the expected term of the options that ended on the date of grant. The expected dividend yield reflects the actual amount per share paid on Aimco’s Class A Common Stock after 2003 and the risk-free interest rate reflects the annualized yield of a zero coupon U.S. Treasury security with a term equal to the expected term of the option. The weighted average fair value of options and our valuation assumptions for the years ended December 31, 2007, 2006 and 2005 were as follows:


		2007				2006				2005
Weighted average grant-date fair value⁽¹⁾	$		5.97		$		4.97		$		3.39
Assumptions:
Risk-free interest rate			4.70	%			4.58	%			4.10	%
Expected dividend yield⁽¹⁾			4.69	%			5.30	%			5.99	%
Expected volatility			21.66	%			20.15	%			19.00	%
Weighted average expected life of options		5.6 years				6.5 years				5.0 years


(1)		The weighted average grant-date fair value (per share) and expected dividend yield for each period presented has been retroactively adjusted for the effect of Aimco’s special dividend discussed in Note 1.

The following table summarizes activity for Aimco’s outstanding stock options for the years ended December 31, 2007, 2006 and 2005 (numbers of options in thousands):


	2007⁽¹⁾						2006⁽¹⁾						2005⁽¹⁾
					Weighted						Weighted						Weighted
	Number				Average		Number				Average		Number				Average
	of				Exercise		of				Exercise		of				Exercise
	Options				Price		Options				Price		Options				Price
Outstanding at beginning of year		9,053		$		37.38		11,639		$		36.83		11,411		$		36.92
Granted		1,006				54.37		729				40.98		403				36.22
Exercised		(1,473	)			36.36		(2,966	)			36.12		(68	)			36.30
Forfeited		(31	)			35.93		(349	)			36.17		(107	)			37.97

Outstanding at end of year		8,555		$		39.57		9,053		$		37.38		11,639		$		36.83

Exercisable at end of year		6,417		$		37.75		6,853		$		37.57		8,610		$		37.32


(1)		In connection with Aimco’s special dividend discussed in Note 1, the number of options and exercise prices of all outstanding awards were adjusted pursuant to the provisions of the applicable plans, and the number of options and weighted average exercise prices for the periods presented reflect these adjustments on a retroactive basis. The adjustment of the awards pursuant to Aimco’s special dividend is considered a modification under SFAS 123R, but did not result in a change in the fair value of any awards.

The intrinsic value of a stock option represents the amount by which the current price of the underlying stock exceeds the exercise price of the option. Options outstanding at December 31, 2007, had an aggregated intrinsic value of $2.4 million and a weighted average remaining contractual term of 4.6 years. Options exercisable at December 31, 2007, had an aggregate intrinsic value of $1.8 million and a weighted average remaining contractual term of 3.5 years. The intrinsic value of stock options exercised during the years ended December 31, 2007, 2006 and 2005 was $28.9 million, $34.9 million and $0.2 million, respectively. We may realize tax benefits in connection with the exercise of options by employees of Aimco’s taxable subsidiaries. We realized tax benefits of approximately $0.4 million for the year ended December 31, 2007.

F-38

The following table summarizes activity for Aimco’s restricted stock awards for the years ended December 31, 2007, 2006 and 2005 (numbers of shares in thousands):


	2007⁽¹⁾						2006⁽¹⁾						2005⁽¹⁾
					Weighted						Weighted						Weighted
	Number				Average		Number				Average		Number				Average
	of				Exercise		of				Exercise		of				Exercise
	Options				Price		Options				Price		Options				Price
Unvested at beginning of year		1,142		$		38.22		926		$		33.42		814		$		31.31
Granted		323				57.29		637				42.37		450				36.68
Vested		(406	)			38.41		(252	)			34.11		(267	)			32.31
Forfeited		(51	)			45.19		(169	)			33.74		(71	)			34.02

Unvested at end of year		1,008		$		43.91		1,142		$		38.22		926		$		33.42


(1)		In connection with Aimco’s special dividend discussed in Note 1, the number of outstanding restricted shares under existing awards was adjusted pursuant to the provisions of the applicable plans, and the number of shares and weighted average grant-date fair values (per share) for the periods presented above have been retroactively adjusted for the effect of Aimco’s special dividend. The adjustment of the awards pursuant to Aimco’s special dividend is considered a modification under SFAS 123R, but did not result in a change in the fair value of any awards.

The aggregate fair value of shares that vested during the years ended December 31, 2007, 2006 and 2005 was $19.5 million, $12.1 million and $8.3 million, respectively.

Total compensation cost recognized for restricted stock and stock option awards was $19.2 million, $15.9 million and $10.0 million for the years ended December 31, 2007, 2006 and 2005, respectively. Of these amounts, $4.3 million $3.6 million and $1.4 million, respectively, were capitalized. At December 31, 2007, total unvested compensation cost not yet recognized was $37.0 million. We expect to recognize this compensation over a weighted average period of approximately 1.9 years. Certain awards of restricted stock granted in 2005 and 2006 are subject to immediate vesting based on achievement of a specified annual financial performance target during the scheduled vesting period. Recognition of related compensation cost may be accelerated based on our ongoing assessment of whether the performance target is probable of being achieved. At this time, we do not believe that achievement of the performance target is probable.

The following table illustrates the pro forma effect on net income and earnings per unit if the fair value based method under SFAS 123R had been applied to all outstanding and unvested awards for the year ended December 31, 2005 (in thousands, except per unit data):


		2005
Net income (loss) attributable to common unitholders, as reported	$		(18,202	)
Add stock-based employee compensation expense included in reported net income:
Restricted stock awards			8,140
Stock options			1,835
Deduct total stock-based employee compensation expense determined under fair value based method for all awards:
Restricted stock awards			(8,140	)
Stock options			(3,422	)

Pro forma net income (loss) attributable to common unitholders	$		(19,789	)


Basic earnings (loss) per common unit:
Reported	$		(0.17	)
Pro forma	$		(0.18	)
Diluted earnings (loss) per common unit:
Reported	$		(0.17	)
Pro forma	$		(0.18	)

F-39

Employee Stock Purchase Plan

Aimco adopted an employee stock purchase plan effective September 1, 2006. This plan expired in April 2007, at which time we implemented a new employee stock purchase plan. Under the terms of this plan, eligible employees may authorize payroll deductions up to 15% of their base compensation to purchase shares of Aimco’s Class A Common Stock at a five percent discount from its fair value on the last day of the calendar quarter during which payroll deductions are made. In 2007 and 2006, 3,937 and 680 shares were purchased under this plan at an average price of $42.56 and $50.56, respectively. No compensation cost is recognized in connection with this plan.

401K Plan

We provide a 401(k) defined-contribution employee savings plan. Employees who have completed 30 days of service and are age 18 or older are eligible to participate. Our matching contributions are made in the following manner: (1) a 100% match on the first 3% of the participant’s compensation; (2) a 50% match on the next 2% of the participant’s compensation. We incurred costs in connection with this plan of approximately $5.2 million, $4.5 million and $4.1 million in 2007, 2006 and 2005, respectively.

NOTE 13 — Discontinued Operations and Assets Held for Sale

In accordance with SFAS 144 we report as discontinued operations real estate assets that meet the definition of a component of an entity and have been sold or meet the criteria to be classified as held for sale under SFAS 144. We include all results of these discontinued operations, less applicable income taxes, in a separate component of income on the consolidated statements of income under the heading “income from discontinued operations, net.” This treatment resulted in certain reclassifications of 2006 and 2005 financial statement amounts.

At December 31, 2007, we had three properties classified as held for sale. During the year ended December 31, 2007, we sold 73 consolidated properties with an aggregate of 11,588 units. For the years ended December 31, 2007, 2006 and 2005, discontinued operations includes the results of operations of these 76 properties. During 2006, we sold 77 properties with an aggregate of 17,307 units. Additionally, on February 17, 2006, we closed the sale of a portion of the Flamingo South Beach property known as the South Tower with an aggregate of 562 units. For the years ended December 31, 2006 and 2005, discontinued operations include the results of operations of these 77 properties and the South Tower for periods prior to the date of sale. During 2005, we sold 83 properties with an aggregate of 16,835 units. For the year ended December 31, 2005, discontinued operations include the results of these 83 properties for the periods prior to the date of sale.

F-40

The following is a summary of the components of income from discontinued operations for the years ended December 31, 2007, 2006 and 2005 (dollars in thousands):


		2007				2006				2005
Rental and other property revenues	$		52,456		$		164,733		$		271,834
Property operating expenses			(29,677	)			(86,005	)			(143,598	)
Depreciation and amortization			(12,518	)			(46,036	)			(77,972	)
Other (expenses) income, net			(3,066	)			(5,956	)			155

Operating income			7,195				26,736				50,419
Interest income			993				2,126				1,248
Interest expense			(9,959	)			(32,896	)			(59,272	)
Gain on extinguishment of debt			22,852				—				—
Minority interest in consolidated real estate partnerships			1,107				3,561				2,429

Income (loss) before gain on dispositions, impairments, recovery of deficit distributions, income taxes and minority interest in Aimco Operating Partnership			22,188				(473	)			(5,176	)
Gain on dispositions of real estate, net of minority partners’ interest			65,378				259,855				104,807
Impairment (losses) recoveries on real estate assets sold or held for sale			128				434				(3,836	)
Recovery of deficit distributions to minority partners			390				15,724				14,493
Income tax arising from disposals			(2,135	)			(32,918	)			(4,481	)

Income from discontinued operations, net	$		85,949		$		242,622		$		105,807

Gain on disposition of real estate is reported net of incremental direct costs incurred in connection with the transaction, including any prepayment penalties incurred upon repayment of mortgage loans collateralized by the property being sold. Such prepayment penalties totaled $12.6 million, $53.8 million and $25.3 million for the years ended December 31, 2007, 2006 and 2005, respectively. We classify interest expense related to property level debt within discontinued operations when the related real estate asset is sold or classified as held for sale.

We are currently marketing for sale certain real estate properties that are inconsistent with our long-term investment strategy. At the end of each reporting period, we evaluate whether such properties meet the criteria to be classified as held for sale. We expect that all properties classified as held for sale will sell within one year from the date classified as held for sale. Assets held for sale of $24.3 million at December 31, 2007, include real estate net book value of $23.8 million, represented by three properties with 771 units. Liabilities related to assets classified as held for sale of $11.9 million at December 31, 2007, include mortgage debt of $11.6 million. Assets held for sale of $356.5 million at December 31, 2006, include real estate net book value of $351.6 million, represented by 76 properties with 12,361 units that were sold or classified as assets held for sale during 2007. Liabilities related to assets classified as held for sale of $264.8 million at December 31, 2006, include mortgage debt of $239.2 million. Net recoveries of impairment losses for the years ended December 31, 2007 and 2006, were $0.1 million and $0.4 million. Impairment losses recorded for the year ended December 31, 2005, were $3.8 million.

F-41

NOTE 14 — Earnings per Unit

We calculate earnings per unit based on the weighted average number of common OP Units, common OP Unit equivalents and dilutive convertible securities outstanding during the period. We consider both common OP Units and Class I HPUs, which have identical rights to distributions and undistributed earnings, to be common units for purposes of the earnings per unit data presented below. The following table illustrates the calculation of basic and diluted earnings per unit for the years ended December 31, 2007, 2006 and 2005 (in thousands, except per unit data):


		2007				2006				2005
Numerator:
Loss from continuing operations	$		(51,832	)	$		(45,558	)	$		(25,063	)
Less net income attributable to preferred unitholders			(73,144	)			(90,527	)			(98,946	)

Numerator for basic and diluted earnings per unit — Loss from continuing operations (net of income attributable to preferred unitholders)	$		(124,976	)	$		(136,085	)	$		(124,009	)


Income from discontinued operations	$		85,949		$		242,622		$		105,807


Net income	$		34,117		$		197,064		$		80,744
Less net income attributable to preferred unitholders			(73,144	)			(90,527	)			(98,946	)

Numerator for basic and diluted earnings per unit — Net income (loss) attributable to common unitholders	$		(39,027	)	$		106,537		$		(18,202	)


Denominator:
Denominator for basic earnings per unit — weighted average number of common units outstanding:			106,996				108,133				106,634
Common OP Units
Class I HPUs			2,379				2,379				2,379

Total common units			109,375				110,512				109,013
Effect of dilutive securities:
Dilutive potential common units			—				—				—

Denominator for diluted earnings per unit			109,375				110,512				109,013


Earnings (loss) per common unit:
Basic earnings (loss) per common unit:
Loss from continuing operations (net of income attributable to preferred unitholders)	$		(1.14	)	$		(1.23	)	$		(1.14	)
Income from discontinued operations			0.78				2.19				0.97

Net income (loss) attributable to common unitholders	$		(0.36	)	$		0.96		$		(0.17	)

Diluted earnings (loss) per common share:
Loss from continuing operations (net of income attributable to preferred unitholders)	$		(1.14	)	$		(1.23	)	$		(1.14	)
Income from discontinued operations			0.78				2.19				0.97

Net income (loss) attributable to common unitholders	$		(0.36	)	$		0.96		$		(0.17	)

Weighted average common OP Units outstanding, dilutive potential common units and earnings (loss) per common unit for each of the periods presented have been retroactively adjusted for the effect of the special distribution discussed in Note 1.

Prior to their redemption on September 30, 2007, the Class W Partnership Preferred Units were convertible into common OP Units (see Note 11) and were anti-dilutive on an “if converted” basis. Therefore, we deducted all of the distributions payable on such convertible preferred OP Units to arrive at the numerator and no additional units are included in the denominator when calculating basic and diluted earnings per common unit.

We have excluded from diluted earnings per unit the common unit equivalents related to approximately 9.3 million, 11.4 million and 13.3 million of vested and unvested stock options, units issued for non-recourse notes receivable, and unvested restricted stock awards (after retroactive adjustment for effect of Aimco’s special dividend discussed in Note 1) for the years ended December 31, 2007, 2006 and 2005, respectively, because their effect would be anti-dilutive. We

F-42

consider the HPUs for which the applicable measurement period has not ended to be potential common OP Units equivalents, but have excluded them from diluted earnings per unit because their effect would be anti-dilutive.

NOTE 15 — Unaudited Summarized Consolidated Quarterly Information

Summarized unaudited consolidated quarterly information for 2007 and 2006 is provided below (amounts in thousands, except per unit amounts).


		Quarter (1)
2007		First			Second			Third			Fourth
Total revenues	$		413,061			426,371			426,748			455,004
Total operating expenses			(338,318	)		(334,310	)		(347,236	)		(354,062	)
Operating income			74,743			92,061			79,512			100,942
Loss from continuing operations			(8,290	)		(1,904	)		(19,616	)		(22,022	)
Income from discontinued operations, net			36,288			23,570			17,110			8,981
Net income (loss)			27,998			21,666			(2,506	)		(13,041	)
Earnings (loss) per common unit — basic (2):
Loss from continuing operations (net of income attributable to preferred unitholders)	$		(0.24	)		(0.18	)		(0.37	)		(0.35	)
Net income (loss) attributable to common unitholders	$		0.08			0.03			(0.21	)		(0.26	)
Earnings (loss) per common unit — diluted (2):
Loss from continuing operations (net of income attributable to preferred unitholders)	$		(0.24	)		(0.18	)		(0.37	)		(0.35	)
Net income (loss) attributable to common unitholders	$		0.08			0.03			(0.21	)		(0.26	)
Weighted average common units outstanding (2)			110,395			110,185			109,244			107,674
Weighted average common units and common unit equivalents outstanding (2)			110,395			110,185			109,244			107,674

F-43


		Quarter (1)
2006		First				Second				Third				Fourth
Total revenues	$		386,729		$		397,992		$		401,517		$		415,467
Total operating expenses			(305,983	)			(310,006	)			(320,259	)			(346,192	)
Operating income			80,746				87,986				81,258				69,275
Income (loss) from continuing operations			7,503				(3,654	)			(39,637	)			(9,770	)
Income from discontinued operations, net			86,116				43,675				11,561				101,270
Net income (loss)			93,619				40,022				(28,076	)			91,499
Earnings (loss) per common unit — basic (2):
Loss from continuing operations (net of income attributable to preferred unitholders)	$		(0.18	)	$		(0.23	)	$		(0.57	)	$		(0.25	)
Net income (loss) attributable to common unitholders	$		0.60		$		0.16		$		(0.46	)	$		0.66
Earnings (loss) per common unit — diluted (2):
Loss from continuing operations (net of income attributable to preferred unitholders)	$		(0.18	)	$		(0.23	)	$		(0.57	)	$		(0.25	)
Net income (loss) attributable to common unitholders	$		0.60		$		0.16		$		(0.46	)	$		0.66
Weighted average common units outstanding (2)			110,016				110,855				110,785				110,392
Weighted average common units and common unit equivalents outstanding (2)			110,016				110,855				110,785				110,392


(1)		Certain reclassifications have been made to 2007 and 2006 quarterly amounts to conform to the full year 2007 presentation, primarily related to treatment of discontinued operations.

(2)		Weighted average units, common unit equivalents and earnings per unit amounts for each of the periods presented have been retroactively adjusted for the effect of units issued pursuant to the special distribution discussed in Note 1.

F-44

NOTE 16 — Business Segments

Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, or SFAS 131, requires that segment disclosures present the measure(s) used by the chief operating decision maker for purposes of assessing such segments’ performance. Our chief operating decision maker is comprised of several members of our executive management team who use several generally accepted industry financial measures to assess the performance of the business, including net asset value, free cash flow, net operating income, funds from operations, and adjusted funds from operations. The chief operating decision maker emphasizes net operating income as a key measurement of segment profit or loss. Net operating income is generally defined as segment revenues less direct segment operating expenses.

We have two reportable segments: real estate (owning, operating and redeveloping apartments) and asset management (providing asset management and investment services). Our reportable segments changed in 2007 as a result of the reorganization of certain departments and functions. These changes include a realignment of our property management services from the asset management segment to the real estate segment. In addition, the asset management segment was expanded to include certain departments involved in asset acquisitions, dispositions, and other transactional activities. Prior to the reorganization, those departments were considered to be general and administrative functions and were not associated with any operating segment. Segment net operating income for 2006 and 2005 has been revised to conform to the 2007 presentation.

Real Estate Segment

Our real estate segment owns and operates properties that generate rental and other property-related income through the leasing of apartment units to a diverse base of residents. Our real estate segment’s net operating income also includes income from property management services performed for unconsolidated partnerships and unrelated parties.

Asset Management Segment

F-45

The following tables present the revenues, net operating income (loss) and income (loss) from continuing operations of our real estate and asset management segments for the years ended December 31, 2007, 2006 and 2005 (in thousands):


					Asset			Corporate
		Real Estate			Management			Not Allocated
		Segment			Segment			to Segments				Total
Year Ended December 31, 2007:
Rental and other property revenues	$		1,640,506	$		—	$		—		$		1,640,506
Property management revenues, primarily from affiliates			6,923			—			—				6,923
Activity fees and asset management revenues			—			73,755			—				73,755

Total revenues	$		1,647,429			73,755			—				1,721,184


Property operating expenses			768,457			—			—				768,457
Property management expenses	$		5,506			—			—				5,506
Activity and asset management expenses			—			23,102			—				23,102
Depreciation and amortization (1)			—			—			487,822				487,822
General and administrative expenses			—			—			89,251				89,251
Other expenses (income), net			—			—			(212	)			(212	)

Total operating expenses			773,963			23,102			576,861				1,373,926

Net operating income (loss)			873,466			50,653			(576,861	)			347,258
Other items included in continuing operations (2)			—			19,222			(418,312	)			(399,090	)

Income (loss) from continuing operations	$		873,466	$		69,875	$		(995,173	)	$		(51,832	)


					Asset			Corporate
		Real Estate			Management			Not Allocated
		Segment			Segment			to Segments				Total
Year Ended December 31, 2006:
Rental and other property revenues	$		1,540,500	$		—	$		—		$		1,540,500
Property management revenues, primarily from affiliates			12,312			—			—				12,312
Activity fees and asset management revenues			—			48,893			—				48,893

Total revenues	$		1,552,812	$		48,893	$		—		$		1,601,705


Property operating expenses			709,694			—			—				709,694
Property management expenses	$		5,111	$		—	$		—		$		5,111
Activity and asset management expenses			—			17,342			—				17,342
Depreciation and amortization (1)			—			—			452,741				452,741
General and administrative expenses			—			—			90,149				90,149
Other expenses (income), net			—			—			7,403				7,403

Total operating expenses			714,805			17,342			550,293				1,282,440

Net operating income (loss)			838,007			31,551			(550,293	)			319,265
Other items included in continuing operations (2)			—			21,600			(386,423	)			(364,823	)

Income (loss) from continuing operations	$		838,007	$		53,151	$		(936,716	)	$		(45,558	)

F-46


					Asset			Corporate
		Real Estate			Management			Not Allocated
		Segment			Segment			to Segments				Total
Year Ended December 31, 2005:
Rental and other property revenues	$		1,283,815	$		—	$		—		$		1,283,815
Property management revenues, primarily from affiliates			24,528			—			—				24,528
Activity fees and asset management revenues			—			37,349			—				37,349

Total revenues	$		1,308,343	$		37,349	$		—		$		1,345,692


Property operating expenses			599,208			—			—				599,208
Property management expenses	$		7,499	$		—	$		—		$		7,499
Activity and asset management expenses			—			19,316			—				19,316
Depreciation and amortization (1)			—			—			372,526				372,526
General and administrative expenses			—			—			83,012				83,012
Other expenses (income), net			—			—			(3,011	)			(3,011	)

Total operating expenses			606,707			19,316			452,527				1,078,550

Net operating income (loss)			701,636			18,033			(452,527	)			267,142
Other items included in continuing operations (2)			—			5,459			(297,664	)			(292,205	)

Income (loss) from continuing operations	$		701,636	$		23,492	$		(750,191	)	$		(25,063	)


(1)		Our chief operating decision maker assesses the performance of real estate using, among other measures, net operating income, excluding depreciation and amortization. Accordingly, we do not allocate depreciation and amortization to the real estate segment.

(2)		Other items in continuing operations include: (i) interest income and expense; (ii) recoveries of, or provisions for, losses on notes receivable and impairment of real estate, net; (iii) deficit distributions to minority partners; (iv) equity in losses of unconsolidated real estate partnerships; (v) gains on dispositions of unconsolidated real estate and other; and (vi) minority interests. Other items included in continuing operations for the asset management segment includes items such as accretion income recognized on discounted notes receivable and other income items associated with transactional activities.

The assets of our reportable segments are as follows (in thousands):


		2007			2006
Total assets for reportable segments ⁽¹⁾	$		10,306,546	$		10,004,001
Corporate and other assets			314,051			299,090

Total consolidated assets	$		10,620,597	$		10,303,091


(1)		Total assets for reportable segments include assets associated with both of the real estate and asset management business segments, as well as our investment in unconsolidated real estate partnerships.

Our capital expenditures primarily relate to the real estate segment and totaled $689.7 million, $512.6 million and $443.9 million for the years ended December 31, 2007, 2006 and 2005, respectively.

NOTE 17 — Transactions with Affiliates

We earn revenue from affiliated real estate partnerships. These revenues include fees for property management services, partnership and asset management services, risk management services and transactional services such as syndication, refinancing, construction supervisory and disposition. In addition, we are reimbursed for our costs in connection with the management of the unconsolidated real estate partnerships. These fees and reimbursements for the years ended December 31, 2007, 2006 and 2005 totaled $53.8 million, $27.7 million and $73.6 million, respectively. The total accounts receivable due from affiliates was $35.0 million, net of allowance for doubtful accounts of $5.3 million, at December 31, 2007, and $19.4 million, net of allowance for doubtful accounts of $5.3 million, at December 31, 2006.

Additionally, we earn interest income on notes from real estate partnerships in which we are the general partner and hold either par value or discounted notes. Interest income earned on par value notes from unconsolidated real estate partnerships totaled $8.1 million, $4.0 million and $17.4 million for the years ended December 31, 2007, 2006 and 2005, respectively. Accretion income earned on discounted notes from affiliated real estate partnerships totaled $3.4

F-47

million, $6.7 million and $0.7 million for the years ended December 31, 2007, 2006 and 2005, respectively. See Note 5 for additional information on notes receivable from unconsolidated real estate partnerships.

NOTE 18 — Recent Accounting Developments

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or SFAS 157. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entity’s own data. SFAS 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which deferred the effective date of SFAS 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years beginning after November 15, 2008. The provisions of SFAS 157 are applicable to recurring fair value measurements of financial assets and liabilities for fiscal years beginning after November 15, 2007. We are in the process of implementing SFAS157; however, we have not completed our evaluation and thus have not yet determined the effect that SFAS 157 will have on our financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Asset and Financial Liabilities, or SFAS 159. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We implemented SFAS159 on January 1, 2008, and at that time did not elect the fair value option for any of our financial instruments or other items within the scope of SFAS 159.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), Business Combinations — a replacement of FASB Statement No. 141, or SFAS 141(R). SFAS 141(R) applies to all transactions or events in which an entity obtains control of one or more businesses, including those effected without the transfer of consideration, for example, by contract or through a lapse of minority veto rights. SFAS 141(R) requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008, and early adoption is not permitted. We have not yet determined the effect that SFAS 141(R) will have on our financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51, or SFAS 160. SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in a consolidated entity which should be reported as equity in the parent’s consolidated financial statements. SFAS 160 requires a reconciliation of the beginning and ending balances of equity attributable to noncontrolling interests and disclosure, on the face of the consolidated income statements, of those amounts of consolidated net income attributable to the noncontrolling interests, eliminating the past practice of reporting these amounts as an adjustment in arriving at consolidated net income. SFAS 160 requires a parent to recognize a gain or loss in net income when a subsidiary is deconsolidated and requires the parent to attribute to noncontrolling interests their share of losses even if such attribution results in a deficit noncontrolling interests balance within the parent’s equity accounts. SFAS 160 is effective for fiscal years beginning after December 15, 2008 and requires retroactive application of the presentation and disclosure requirements for all periods presented. Early adoption is not permitted. We have not yet determined the effect that SFAS 160 will have on our financial statements.

NOTE 19 — Subsequent Events

Between January 1, 2008 and February 15, 2008, Aimco repurchased approximately 5.1 million shares of its Class A Common Stock for approximately $170.6 million, or $33.67 per share. Concurrently, we repurchased an equal number of common OP Units from Aimco.

F-48

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2007
(In Thousands Except Unit Data)


								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Conventional Properties:
100 Forest Place	High Rise	Dec-97	OakPark, IL		1987		234	$	2,664	$	18,815	$	3,643	$	2,664	$	22,458	$	25,122	$	(7,205	)	$	17,917	$	24,836
1582 First Avenue	High Rise	Mar-05	New York, NY		1900		17		4,250		752		186		4,281		907		5,188		(121	)		5,067		2,729
173 E. 90th	High Rise	May-04	New York, NY		1910		72		11,773		4,535		1,312		12,067		5,553		17,620		(742	)		16,878		9,311
182-188 Columbus Avenue	Mid Rise	Feb-07	New York, NY		1910		32		17,187		3,300		6,129		22,184		4,432		26,616		(295	)		26,321		13,471
204-206 West 133rd Street	Mid Rise	Jun-07	New York, NY		1910		44		3,291		1,450		1,580		4,376		1,945		6,321		(38	)		6,283		3,132
2232-2240 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1910		24		2,863		3,785		595		2,678		4,565		7,243		(82	)		7,161		2,972
2247-2253 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1910		35		6,787		3,335		876		7,233		3,765		10,998		(72	)		10,926		5,483
2252-2258 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1910		35		3,623		4,504		883		3,467		5,543		9,010		(102	)		8,908		5,125
2300-2310 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1910		63		8,623		6,964		3,478		10,425		8,640		19,065		(155	)		18,910		9,896
236-238 East 88th Street	High Rise	Jan-04	New York, NY		1900		43		8,751		2,914		1,134		8,820		3,979		12,799		(670	)		12,129		7,142
237-239 Ninth Avenue	High Rise	Mar-05	New York, NY		1900		36		8,430		1,866		429		8,494		2,231		10,725		(318	)		10,407		5,341
2484 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1921		23		2,384		1,726		701		2,675		2,136		4,811		(40	)		4,771		2,472
306 East 89th Street	High Rise	Jul-04	New York, NY		1930		20		2,659		1,006		131		2,681		1,115		3,796		(203	)		3,593		1,949
311 & 313 East 73rd Street	Mid Rise	Mar-03	New York, NY		1904		34		5,635		1,609		489		5,678		2,055		7,733		(572	)		7,161		2,866
322-324 East 61st Street	High Rise	Mar-05	New York, NY		1900		40		6,319		2,224		522		6,372		2,693		9,065		(346	)		8,719		3,810
3400 Avenue of the Arts	Mid Rise	Mar-02	Costa Mesa, CA		1987		770		55,223		65,506		34,740		57,240		98,229		155,469		(14,998	)		140,471		124,999
452 East 78th Street	High Rise	Jan-04	New York, NY		1900		12		1,966		608		252		1,982		844		2,826		(133	)		2,693		1,661
464-466 Amsterdam & 200-210 W. 83rd Street	Mid Rise	Feb-07	New York, NY		1910		72		23,677		7,101		2,937		25,798		7,917		33,715		(453	)		33,262		19,679
510 East 88th Street	High Rise	Jan-04	New York, NY		1900		20		3,137		1,002		248		3,163		1,224		4,387		(184	)		4,203		2,734
514-516 East 88th Street	High Rise	Mar-05	New York, NY		1900		36		6,230		2,168		360		6,282		2,476		8,758		(319	)		8,439		4,708
656 St. Nicholas Avenue	Mid Rise	Jun-07	New York, NY		1920		31		2,731		1,636		1,535		3,591		2,311		5,902		(41	)		5,861		2,374
759 St. Nicholas Avenue	Mid Rise	Oct-07	New York, NY		1920		9		682		535		176		849		544		1,393		(4	)		1,389		545
865 Bellevue	Garden	Jul-00	Nashville, TN		1972		326		1,862		13,750		19,046		1,862		32,796		34,658		(6,704	)		27,954		11,261
Anchorage Apartments	Garden	Nov-96	League City, TX		1985		264		1,155		7,172		3,121		1,155		10,293		11,448		(3,207	)		8,241		7,512
Arbors (Grovetree), The	Garden	Oct-97	Tempe, AZ		1967		200		1,092		6,208		2,146		1,092		8,354		9,446		(3,201	)		6,245		2,587
Arbors of Battle Creek I	Garden	Dec-99	Battle Creek, MI		1981		586		2,732		16,325		6,424		2,732		22,749		25,481		(6,958	)		18,523		7,300
Arbors on Battle Creek II	Garden	Dec-99	Battle Creek, MI		1987		76		496		3,555		456		496		4,011		4,507		(1,271	)		3,236		1,591
Arbors on Westheimer	Garden	Nov-96	Houston, TX		1972		360		1,760		9,325		8,657		1,760		17,982		19,742		(5,277	)		14,465		5,593
Arbours Of Hermitage, The	Garden	Jul-00	Hermitage, TN		1972		350		1,721		14,025		5,589		1,721		19,614		21,335		(7,814	)		13,521		10,627
Ashford, The	Garden	Dec-95	Atlanta, GA		1968		221		2,771		8,366		23,868		2,771		32,234		35,005		(9,086	)		25,919		8,422
Aspen Point	Garden	Dec-97	Arvada, CO		1972		120		353		3,807		4,047		353		7,854		8,207		(4,245	)		3,962		3,865
Aspen Station	Garden	Oct-01	Richmond, VA		1979		232		2,607		8,203		1,800		2,530		10,080		12,610		(891	)		11,719		6,368
Atriums of Plantation	Mid Rise	Aug-98	Plantation, FL		1979		210		1,807		10,385		2,051		1,807		12,436		14,243		(4,126	)		10,117		6,379
Auburn Glen	Garden	Dec-06	Jacksonville, FL		1974		251		7,483		8,191		1,375		7,667		9,382		17,049		(393	)		16,656		10,140
Autumn Run (IL)	Garden	Oct-02	Naperville, IL		1984		320		1,742		16,510		3,606		1,742		20,116		21,858		(7,562	)		14,296		18,346
Autumn Woods	Garden	Sep-00	Jackson, MI		1973		112		1,042		3,705		1,667		1,042		5,372		6,414		(2,217	)		4,197		2,739
BaLaye	Garden	Apr-06	Tampa, FL		2002		324		10,329		28,800		501		10,608		29,022		39,630		(1,436	)		38,194		23,658
Bank Lofts	High Rise	Apr-01	Denver, CO		1920		117		3,525		9,045		1,272		3,525		10,317		13,842		(3,280	)		10,562		7,430
Barcelona	Garden	Oct-99	Houston ,TX		1963		127		770		4,250		1,568		770		5,818		6,588		(1,946	)		4,642		2,896
Bay Parc Plaza	High Rise	Sep-04	Miami, FL		2000		471		22,680		41,847		2,808		22,680		44,655		67,335		(3,758	)		63,577		47,123
Bay Ridge at Nashua	Garden	Jan-03	Nashua, NH		1984		412		3,352		40,713		483		3,262		41,286		44,548		(6,978	)		37,570		35,500
Bayberry Hill Estates	Garden	Aug-02	Framingham, MA		1971		424		18,915		35,945		7,779		18,915		43,724		62,639		(9,943	)		52,696		27,544
Bayhead Village	Garden	Oct-00	Indianapolis, IN		1978		202		1,411		5,139		3,064		1,411		8,203		9,614		(2,498	)		7,116		3,062
Beech Lake	Garden	May-99	Durham, NC		1986		345		2,222		12,641		3,673		2,222		16,314		18,536		(5,842	)		12,694		10,500
Beech’s Farm	Garden	Oct-00	Columbia, MD		1983		135		4,166		3,520		2,868		4,166		6,388		10,554		(2,461	)		8,093		10,666
Belmont Place	Garden	Jul-00	Marietta, GA		1972/2004		326		11,327		2,529		29,395		11,327		31,924		43,251		(5,219	)		38,032		18,906
Bent Oaks	Garden	May-98	Austin, TX		1978		146		1,096		6,423		1,283		1,096		7,706		8,802		(3,211	)		5,591		3,245
Bent Tree III — Verandas	Garden	Sep-00	Indianapolis, IN		1985		96		1,767		3,379		1,312		1,767		4,691		6,458		(1,287	)		5,171		3,100
Bexley House	High Rise	Oct-05	Columbus, OH		1972		64		666		6,203		326		666		6,529		7,195		(2,110	)		5,085		1,943
Big Walnut	Garden	Apr-02	Columbus, OH		1968		249		526		9,384		2,747		526		12,131		12,657		(5,618	)		7,039		4,300
Boston Lofts	High Rise	Apr-01	Denver, CO		1890		158		3,447		20,589		1,858		3,447		22,447		25,894		(6,878	)		19,016		14,919
Boulder Creek	Garden	Jul-94	Boulder, CO		1972		221		755		7,730		16,727		755		24,457		25,212		(10,180	)		15,032		13,311
Brandywine	Garden	Jul-94	St. Petersburg, FL		1971		477		1,437		12,725		5,719		1,437		18,444		19,881		(11,636	)		8,245		7,485
Breakers, The	Garden	Oct-98	Daytona Beach, FL		1985		208		1,008		5,507		2,638		1,008		8,145		9,153		(3,059	)		6,094		6,693

F-49



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Brentwood Apartments	Garden	Nov-96	Lake Jackson, TX		1980		104		592		2,741		1,443		592		4,184		4,776		(1,638	)		3,138		1,103
Briarcliffe	Garden	Oct-00	Lansing, MI		1974		308		3,146		9,586		5,207		3,146		14,793		17,939		(6,051	)		11,888		5,937
Briarwest	Garden	Oct-99	Houston, TX		1970		380		2,459		13,868		2,655		2,459		16,523		18,982		(5,828	)		13,154		8,207
Briarwood	Garden	Oct-99	Houston, TX		1970		351		2,033		11,855		3,274		2,033		15,129		17,162		(4,811	)		12,351		7,706
Bridgeview	Garden	Sep-00	Tampa, FL		1988		348		7,976		13,499		6,296		7,976		19,795		27,771		(4,796	)		22,975		13,500
Bridgewater Apartments, The	Garden	Nov-96	Tomball, TX		1978		206		969		5,976		2,798		969		8,774		9,743		(2,709	)		7,034		2,928
Brighton Crest	Garden	Jan-00	Marietta, GA		1987		320		2,022		12,863		3,432		2,022		16,295		18,317		(7,476	)		10,841		9,772
Broadcast Center	Garden	Mar-02	Los Angeles, CA		1990		279		27,603		41,244		18,134		29,407		57,574		86,981		(7,716	)		79,265		38,509
Broadmoor Ridge	Garden	Dec-97	Colorado Springs, CO		1974		200		460		2,917		11,293		460		14,210		14,670		(3,565	)		11,105		7,165
Bronson Place	Garden	Jan-06	Mountlake Terrace, WA		1988		70		459		1,217		523		459		1,740		2,199		(1,740	)		459		3,451
Brook Run	Garden	May-98	Arlington Heights, IL		1985		182		2,245		12,936		2,196		2,245		15,132		17,377		(6,148	)		11,229		11,600
Brookdale Lakes	Garden	May-98	Naperville, IL		1990		200		2,709		15,346		2,096		2,709		17,442		20,151		(6,466	)		13,685		10,035
Brookwood Apartments (IN)	Garden	Apr-01	Indianapolis, IN		1967		404		4,546		9,136		4,286		4,545		13,423		17,968		(5,025	)		12,943		8,759
Buena Vista	Mid Rise	Jan-06	Pasadena, CA		1973		92		9,693		6,818		—		9,693		6,818		16,511		(98	)		16,413		13,300
Burke Shire Commons	Garden	Mar-01	Burke, VA		1986		360		4,867		23,617		3,098		4,867		26,715		31,582		(8,135	)		23,447		46,364
Calhoun Beach Club	High Rise	Dec-98	Minneapolis, MN		1928/1998		332		11,708		73,334		42,815		11,708		116,149		127,857		(31,017	)		96,840		38,758
Canterbury Green Apartments	Garden	Dec-99	Fort Wayne, IN		1979		1,988		13,659		73,115		23,175		13,659		96,290		109,949		(35,651	)		74,298		53,967
Canyon Crest	Garden	Jan-03	Littleton, CO		1966		90		1,295		5,992		882		1,295		6,874		8,169		(2,126	)		6,043		2,916
Canyon Pointe	Garden	Jul-94	Las Vegas, NV		1983		670		3,190		12,589		11,695		3,190		24,284		27,474		(11,248	)		16,226		24,200
Canyon Terrace	Garden	Mar-02	Saugus, CA		1984		130		7,300		6,602		4,502		7,508		10,896		18,404		(2,117	)		16,287		13,250
Cape Cod	Garden	May-98	San Antonio, TX		1985		212		1,307		7,012		1,869		1,307		8,881		10,188		(3,288	)		6,900		3,760
Captiva Club	Garden	Dec-96	Tampa, FL		1973		357		1,600		6,870		12,150		1,600		19,020		20,620		(6,964	)		13,656		6,863
Carriage Hill	Garden	Jul-00	East Lansing, MI		1972		143		830		9,001		1,654		829		10,656		11,485		(4,666	)		6,819		5,360
Casa del Mar @ Baymeadows	Garden	Oct-06	Jacksonville, FL		1984		144		4,902		10,562		629		5,039		11,054		16,093		(524	)		15,569		9,690
Castle Court	High Rise	May-04	Bristol, MA		1974		240		15,239		7,850		3,334		15,244		11,179		26,423		(2,071	)		24,352		10,319
Cedar Rim	Garden	Apr-00	New Castle, WA		1980		104		722		5,205		13,075		722		18,280		19,002		(3,016	)		15,986		4,124
Center Square	High Rise	Oct-99	Doylestown, PA		1975		350		582		4,190		2,504		582		6,694		7,276		(2,423	)		4,853		8,378
Central Park Townhomes	Town Home	Feb-07	Park Forest, IL		1947		220		3,699		12,384		1,212		3,747		13,548		17,295		(409	)		16,886		—
Charleston Landing	Garden	Sep-00	Brandon, FL		1985		300		7,488		8,656		6,839		7,488		15,495		22,983		(3,147	)		19,836		10,750
Chatham Harbor	Garden	Oct-99	Altamonte Springs, FL		1985		324		2,288		13,068		2,927		2,288		15,995		18,283		(4,576	)		13,707		7,694
Chelsea Ridge Apartments	Garden	Apr-01	Wappingers Falls, NY		1966		835		10,403		33,000		34,601		10,403		67,601		78,004		(20,927	)		57,077		33,476
Chesapeake Landing I	Garden	Sep-00	Aurora, IL		1986		416		15,800		16,875		3,652		15,800		20,527		36,327		(5,900	)		30,427		24,949
Chesapeake Landing II	Garden	Mar-01	Aurora, IL		1987		184		1,969		7,980		2,710		1,969		10,690		12,659		(3,658	)		9,001		6,348
Chestnut Hall	High Rise	Oct-06	Philadelphia, PA		1923		315		6,911		20,296		2,341		7,202		22,346		29,548		(2,834	)		26,714		13,480
Chestnut Hill (CT)	Garden	Oct-99	Middletown, CT		1986		314		3,001		20,143		2,318		3,001		22,461		25,462		(7,198	)		18,264		16,070
Chestnut Hill (PA)	Garden	Apr-00	Philadelphia, PA		1963		821		6,463		49,315		31,651		6,463		80,966		87,429		(24,126	)		63,303		51,500
Cheswick	Garden	Jun-04	Indianapolis, IN		1976		187		873		5,854		945		873		6,799		7,672		(3,111	)		4,561		4,500
Chimney Top	Garden	Oct-02	Antioch, TN		1985		362		2,430		10,818		1,918		2,430		12,736		15,166		(2,915	)		12,251		7,464
Chimneys of Cradle Rock	Garden	Jun-04	Columbia, MD		1979		198		2,234		8,107		34		2,040		8,335		10,375		(1,527	)		8,848		17,183
Citadel Village	Garden	Jul-00	Colorado Springs, CO		1974		122		915		6,705		1,687		915		8,392		9,307		(3,182	)		6,125		3,710
Citrus Grove	Garden	Jun-98	Redlands, CA		1985		198		1,118		6,642		1,955		1,118		8,597		9,715		(3,246	)		6,469		3,726
Colonnade Gardens (Ferntree)	Garden	Oct-97	Phoenix, AZ		1973		196		766		4,346		2,596		766		6,942		7,708		(2,685	)		5,023		1,916
Colony at El Conquistador, The	Garden	Jun-98	Bradenton, FL		1986		166		1,121		6,360		2,216		1,121		8,576		9,697		(2,786	)		6,911		2,611
Colony at Kenilworth	Garden	Oct-99	Towson, MD		1966		383		2,234		19,144		6,549		2,234		25,693		27,927		(12,324	)		15,603		25,014
Columbus Avenue	Mid Rise	Sep-03	New York, NY		1880		59		35,489		9,499		2,331		35,544		11,775		47,319		(2,812	)		44,507		18,660
Cooper’s Point	Garden	Oct-02	North Charleston, SC		1986		192		697		7,234		1,212		697		8,446		9,143		(3,512	)		5,631		7,521
Copper Mill Apartments	Garden	Oct-02	Richmond, VA		1987		192		1,002		8,634		2,518		1,002		11,152		12,154		(4,058	)		8,096		10,324
Copperfield Apartments I & II	Garden	Nov-96	Houston, TX		1983		196		940		7,900		1,616		940		9,516		10,456		(3,025	)		7,431		3,561
Country Club West	Garden	May-98	Greeley, CO		1986		288		2,848		16,160		5,253		2,848		21,413		24,261		(7,309	)		16,952		15,000
Country Lakes I	Garden	Apr-01	Naperville, IL		1982		240		8,512		10,832		2,115		8,512		12,947		21,459		(3,963	)		17,496		14,902
Country Lakes II	Garden	May-97	Naperville, IL		1986		400		5,165		29,430		3,596		5,165		33,026		38,191		(11,568	)		26,623		25,535
Courtney Park	Garden	May-98	Fort Collins, CO		1986		248		2,727		15,459		4,274		2,727		19,733		22,460		(6,730	)		15,730		14,600
Coventry Square Apartments	Garden	Nov-96	Houston, TX		1983		270		700		5,072		3,461		700		8,533		9,233		(2,774	)		6,459		3,736
Covington Pointe	Garden	Oct-05	Dallas, TX		1984		180		1,983		11,730		585		1,983		12,315		14,298		(5,683	)		8,615		5,037
Creekside	Garden	Jan-00	Denver, CO		1974		328		1,708		13,729		2,351		1,724		16,064		17,788		(6,345	)		11,443		5,600
Creekside (CA)	Garden	Mar-02	Simi Valley, CA		1985		397		24,595		18,818		4,855		25,245		23,023		48,268		(5,832	)		42,436		35,036
Crossings Of Bellevue	Garden	May-98	Nashville, TN		1985		300		2,588		14,954		2,995		2,588		17,949		20,537		(7,026	)		13,511		6,390
Crossroads	Garden	May-98	Phoenix, AZ		1982		316		2,180		12,661		2,707		2,180		15,368		17,548		(6,681	)		10,867		5,195
Crosswood	Garden	Jan-06	Citrus Heights, CA		1976		180		6,944		8,169		—		6,944		8,169		15,113		(135	)		14,978		13,000
Crows Nest Condominiums	Garden	Nov-96	League City, TX		1984		176		939		5,831		1,899		939		7,730		8,669		(2,488	)		6,181		1,955
Cypress Landing	Garden	Dec-96	Savannah, GA		1984		200		1,083		5,696		2,650		1,083		8,346		9,429		(3,192	)		6,237		4,082
Deer Creek	Garden	Apr-00	Plainsboro, NJ		1975		288		2,215		16,805		3,943		2,215		20,748		22,963		(8,253	)		14,710		23,503
Deercross	Garden	Oct-02	Blue Ash, OH		1985		336		4,854		13,191		1,266		4,854		14,457		19,311		(6,364	)		12,947		13,000

F-50



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Deercross (IN)	Garden	Oct-00	Indianapolis, IN		1979		372		3,175		10,426		4,349		3,175		14,775		17,950		(5,192	)		12,758		10,700
Defoors Crossing	Garden	Jan-06	Atlanta, GA		1987		60		348		697		176		348		873		1,221		(873	)		348		—
Doral Oaks	Garden	Dec-97	Temple Terrace, FL		1967		252		2,095		3,943		12,191		2,095		16,134		18,229		(6,019	)		12,210		4,139
Douglaston Villas and Townhomes	Garden	Aug-99	Altamonte Springs, FL		1979		234		1,666		9,353		2,926		1,666		12,279		13,945		(4,541	)		9,404		10,744
Dunes Apartment Homes, The	Garden	Oct-99	Indian Harbor, FL		1963		200		1,215		5,828		1,950		1,215		7,778		8,993		(3,990	)		5,003		3,317
Eagle’s Nest	Garden	May-98	San Antonio, TX		1973		226		1,053		5,981		1,872		1,053		7,853		8,906		(4,153	)		4,753		3,525
Easton Village Condominiums I & II	Garden	Nov-96	Houston, TX		1983		146		1,070		9,790		1,112		906		11,066		11,972		(4,148	)		7,824		2,969
Elm Creek	Mid Rise	Dec-97	Elmhurst, IL		1986		372		5,534		30,830		15,188		5,534		46,018		51,552		(12,761	)		38,791		30,761
Evanston Place	High Rise	Dec-97	Evanston, IL		1988		189		3,232		25,546		2,549		3,232		28,095		31,327		(8,137	)		23,190		21,700
Fairlane East	Garden	Jan-01	Dearborn, MI		1973		244		6,452		11,156		4,548		6,452		15,704		22,156		(6,426	)		15,730		9,666
Fairway	Garden	Jan-00	Plano, TX		1978		256		3,053		5,057		4,313		3,053		9,370		12,423		(4,220	)		8,203		5,263
Farmingdale	Mid Rise	Oct-00	Darien, IL		1975		240		11,763		15,174		8,980		11,763		24,154		35,917		(5,407	)		30,510		18,423
Ferntree	Garden	Mar-01	Phoenix, AZ		1968		219		2,078		13,752		2,407		2,079		16,158		18,237		(4,477	)		13,760		3,950
Fieldcrest (FL)	Garden	Oct-98	Jacksonville, FL		1982		240		1,331		7,617		3,219		1,331		10,836		12,167		(3,718	)		8,449		8,722
Fisherman’s Landing	Garden	Sep-98	Temple Terrace, FL		1986		256		1,643		9,446		3,289		1,643		12,735		14,378		(4,423	)		9,955		12,122
Fisherman’s Landing	Garden	Dec-97	Bradenton, FL		1984		200		1,276		7,170		4,325		1,276		11,495		12,771		(3,627	)		9,144		8,060
Fisherman’s Village	Garden	Jan-06	Indianapolis, IN		1982		328		920		11,173		607		920		11,780		12,700		(5,965	)		6,735		6,350
Fisherman’s Wharf Apartments	Garden	Nov-96	Clute, TX		1981		360		1,257		7,584		3,871		1,257		11,455		12,712		(4,638	)		8,074		2,374
Flamingo Towers	High Rise	Sep-97	Miami, FL		1960/2005		1,127		32,191		38,399		217,631		32,239		255,982		288,221		(63,295	)		224,926		157,999
Foothill Place	Garden	Jul-00	Salt Lake City, UT		1973		450		3,831		21,624		6,584		3,831		28,208		32,039		(10,209	)		21,830		17,063
Forestlake Apartments	Garden	Mar-07	Daytona Beach, FL		1982		120		3,691		4,320		303		3,860		4,454		8,314		(137	)		8,177		4,876
Four Quarters Habitat	Garden	Jan-06	Miami, FL		1976		336		1,649		19,826		9,578		1,649		29,404		31,053		(11,910	)		19,143		12,892
Fox Run (NJ)	Garden	Jan-00	Plainsboro, NJ		1973		776		7,736		52,085		13,717		7,729		65,809		73,538		(20,201	)		53,337		28,879
Foxchase	Garden	Dec-97	Alexandria, VA		1947		2,113		15,419		96,062		24,605		15,496		120,590		136,086		(44,939	)		91,147		191,648
Frankford Place	Garden	Jul-94	Carrollton, TX		1982		274		1,125		6,083		4,084		1,125		10,167		11,292		(3,754	)		7,538		4,199
Franklin Oaks	Garden	May-98	Franklin, TN		1987		468		3,936		22,832		8,313		3,936		31,145		35,081		(11,219	)		23,862		13,255
Freedom Place Club	Garden	Oct-97	Jacksonville, FL		1988		352		2,289		12,982		2,649		2,289		15,631		17,920		(5,886	)		12,034		4,701
Georgetown (MA)	Garden	Aug-02	Framingham, MA		1964		207		12,351		13,168		1,220		12,351		14,388		26,739		(3,335	)		23,404		14,071
Glenbridge Manors	Garden	Sep-03	Cincinnati, OH		1978		290		1,019		17,595		11,987		1,019		29,582		30,601		(4,886	)		25,715		19,749
Glenwood	Mid Rise	Jan-06	Jackson, MI		1978		144		567		5,511		463		567		5,974		6,541		(3,697	)		2,844		1,741
Governor’s Park (CO)	Garden	Jan-00	Ft. Collins, CO		1982		188		1,116		9,089		1,606		1,116		10,695		11,811		(4,425	)		7,386		8,204
Granada	Mid Rise	Aug-02	Framingham, MA		1958		72		4,577		4,058		810		4,577		4,868		9,445		(1,452	)		7,993		4,707
Grand Pointe	Garden	Dec-99	Columbia, MD		1974		325		2,715		16,771		4,250		2,715		21,021		23,736		(6,202	)		17,534		17,532
Greens (AZ)	Garden	Jul-94	Chandler, AZ		2000		324		2,303		713		26,883		2,303		27,596		29,899		(8,015	)		21,884		14,219
Greenspoint Apartments	Garden	Jan-00	Phoenix, AZ		1985		336		2,129		13,593		10,280		2,129		23,873		26,002		(7,230	)		18,772		13,436
Greentree	Garden	Dec-96	Carrollton, TX		1983		365		1,822		9,557		5,003		1,821		14,561		16,382		(5,640	)		10,742		7,666
Hampden Heights	Garden	Jan-00	Denver, CO		1973		376		1,989		13,943		3,676		2,005		17,603		19,608		(7,029	)		12,579		6,203
Harbor Town at Jacaranda	Garden	Sep-00	Plantation, FL		1988		280		9,776		10,643		5,483		9,776		16,126		25,902		(3,752	)		22,150		11,800
Harbour, The	Garden	Mar-01	Melbourne, FL		1987		162		4,108		3,563		2,372		4,108		5,935		10,043		(2,146	)		7,897		—
Heather Ridge (TX)	Garden	Dec-00	Arlington, TX		1982		180		785		4,900		977		785		5,877		6,662		(2,788	)		3,874		2,974
Heritage Park at Alta Loma	Garden	Jan-01	Alta Loma, CA		1986		232		1,200		6,428		2,858		1,200		9,286		10,486		(2,713	)		7,773		7,264
Heritage Park Escondido	Garden	Oct-00	Escondido, CA		1986		196		1,022		7,384		768		1,022		8,152		9,174		(3,445	)		5,729		7,299
Heritage Park Livermore	Garden	Oct-00	Livermore, CA		1988		167		828		8,973		1,026		828		9,999		10,827		(3,139	)		7,688		7,432
Heritage Park Montclair	Garden	Mar-01	Montclair, CA		1985		144		690		4,149		740		690		4,889		5,579		(1,384	)		4,195		4,620
Heritage Village Anaheim	Garden	Oct-00	Anaheim, CA		1986		196		1,793		8,312		1,272		1,793		9,584		11,377		(3,972	)		7,405		8,858
Hibben Ferry I	Garden	Apr-00	Mt. Pleasant, SC		1983		240		1,460		8,886		10,600		1,460		19,486		20,946		(4,773	)		16,173		9,217
Hidden Cove (CA)	Garden	Jul-98	Escondido, CA		1985		334		3,043		17,615		5,572		3,043		23,187		26,230		(7,948	)		18,282		15,715
Hidden Cove II	Garden	Jul-07	Escondido, CA		1986		118		12,730		6,530		2,691		12,849		9,102		21,951		(104	)		21,847		12,974
Hidden Harbour	Garden	Oct-02	Melbourne, FL		1985		216		984		8,050		1,609		984		9,659		10,643		(2,408	)		8,235		5,942
Hiddentree	Garden	Oct-97	East Lansing, MI		1966		261		1,470		8,340		3,005		1,470		11,345		12,815		(4,457	)		8,358		2,976
Highcrest Townhomes	Town Home	Jan-03	Woodridge, IL		1968		176		3,150		12,953		949		3,150		13,902		17,052		(4,500	)		12,552		11,153
Highland Park	Garden	Dec-96	Fort Worth, TX		1985		500		6,248		9,246		8,906		6,248		18,152		24,400		(6,238	)		18,162		9,045
Highland Ridge	Garden	Sep-04	Atlanta, GA		1984		219		1,339		6,676		4,673		1,355		11,333		12,688		(3,169	)		9,519		6,100
Hillcreste (CA)	Garden	Mar-02	Los Angeles, CA		1989		315		33,755		47,216		22,751		35,862		67,860		103,722		(12,020	)		91,702		58,936
Hillmeade	Garden	Nov-94	Nashville, TN		1985		288		2,872		16,069		11,562		2,872		27,631		30,503		(14,829	)		15,674		18,929
Hills at the Arboretum, The	Garden	Oct-97	Austin, TX		1983		327		1,367		7,764		12,896		1,367		20,660		22,027		(6,077	)		15,950		13,011
Homestead	Garden	Apr-05	EAST LANSING, MI		1986		168		643		7,479		454		644		7,932		8,576		(2,813	)		5,763		3,714
Horizons West Apartments	Mid Rise	Dec-06	Pacifica, CA		1970		78		8,763		6,376		575		8,887		6,827		15,714		(388	)		15,326		5,602
Hudson Harbour	Garden	Apr-07	Poughkeepsie, NY		1980		352		18,172		19,244		526		18,247		19,695		37,942		(636	)		37,306		24,437
Hunt Club (MD)	Garden	Sep-00	Gaithersburg, MD		1986		336		17,859		13,149		3,048		17,859		16,197		34,056		(4,942	)		29,114		17,885
Hunt Club (PA)	Garden	Sep-00	North Wales, PA		1986		320		17,122		13,653		2,983		17,122		16,636		33,758		(6,348	)		27,410		30,500
Hunt Club (TX)	Garden	Mar-01	Austin, TX		1987		384		10,342		11,920		5,256		10,342		17,176		27,518		(6,527	)		20,991		19,936
Hunt Club I	Garden	Oct-00	Ypsilanti, MI		1988		296		2,498		8,872		3,936		2,498		12,808		15,306		(4,704	)		10,602		8,853

F-51



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Hunt Club II	Garden	Mar-01	Ypsilanti, MI		1988		144		1,628		6,049		2,111		1,628		8,160		9,788		(3,001	)		6,787		4,882
Hunter’s Chase	Garden	Jan-01	Midlothian, VA		1985		320		7,639		8,668		2,696		7,639		11,364		19,003		(2,791	)		16,212		16,838
Hunter’s Crossing (VA)	Garden	Apr-01	Leesburg, VA		1967		164		2,244		7,763		3,091		2,244		10,854		13,098		(4,373	)		8,725		7,000
Hunters Glen	Garden	Apr-98	Austell, GA		1983		72		301		1,731		578		301		2,309		2,610		(894	)		1,716		476
Hunters Glen IV	Garden	Oct-99	Plainsboro, NJ		1976		264		2,235		14,857		4,120		2,235		18,977		21,212		(7,771	)		13,441		20,792
Hunters Glen V	Garden	Oct-99	Plainsboro, NJ		1977		304		2,700		17,864		4,279		2,700		22,143		24,843		(9,143	)		15,700		24,790
Hunters Glen VI	Garden	Oct-99	Plainsboro, NJ		1977		328		2,401		15,892		5,171		2,401		21,063		23,464		(9,361	)		14,103		25,802
Huntington Athletic Club	Garden	Oct-99	Morrisville, NC		1986		212		1,650		11,265		3,160		1,650		14,425		16,075		(6,520	)		9,555		5,855
Hyde Park Tower	High Rise	Oct-04	Chicago, IL		1990		155		4,683		14,928		1,654		4,731		16,534		21,265		(1,514	)		19,751		13,344
Independence Green	Garden	Jan-06	Farmington Hills, MI		1960		981		6,553		41,126		18,494		6,417		59,756		66,173		(23,658	)		42,515		30,704
Indian Oaks	Garden	Mar-02	Simi Valley, CA		1986		254		23,927		15,801		2,964		24,523		18,169		42,692		(4,280	)		38,412		26,580
Island Club	Garden	Oct-02	Columbus, OH		1984		308		1,724		9,458		1,495		1,724		10,953		12,677		(2,339	)		10,338		10,000
Island Club (Beville)	Garden	Oct-00	Daytona Beach, FL		1986		204		6,086		8,571		1,511		6,087		10,081		16,168		(3,140	)		13,028		8,440
Island Club (CA)	Garden	Oct-00	Oceanside, CA		1986		592		18,027		28,654		7,951		18,027		36,605		54,632		(10,983	)		43,649		37,664
Island Club (MD)	Garden	Mar-01	Columbia, MD		1986		176		2,351		14,590		1,817		2,351		16,407		18,758		(4,137	)		14,621		11,081
Island Club (Palm Aire)	Garden	Oct-00	Pomano Beach, FL		1988		260		7,615		7,652		7,004		8,336		13,935		22,271		(3,493	)		18,778		11,835
Islandtree	Garden	Oct-97	Savannah, GA		1985		216		1,267		7,191		1,890		1,267		9,081		10,348		(3,568	)		6,780		2,841
Key Towers	High Rise	Apr-01	Alexandria, VA		1964		140		1,526		7,050		3,035		1,526		10,085		11,611		(3,449	)		8,162		10,900
King’s Crossing	Garden	Jul-02	Columbia, MD		1983		168		2,948		6,535		873		2,963		7,393		10,356		(1,006	)		9,350		14,233
Knolls, The	Garden	Jul-02	Colorado Springs, CO		1972		262		3,168		14,824		10,159		3,168		24,983		28,151		(10,290	)		17,861		7,994
La Jolla de Tucson	Garden	May-98	Tucson, AZ		1978		223		1,342		7,816		1,678		1,342		9,494		10,836		(4,210	)		6,626		4,183
Lake Castleton	Garden	May-99	Indianapolis, IN		1997		1,261		5,183		29,611		10,634		5,183		40,245		45,428		(14,343	)		31,085		28,746
Lake Johnson Mews	Garden	Oct-99	Raleigh, NC		1972		201		1,234		9,231		4,756		1,234		13,987		15,221		(6,139	)		9,082		5,843
Lakehaven I	Garden	Dec-97	Carol Stream, IL		1984		144		1,652		3,849		973		1,652		4,822		6,474		(3,517	)		2,957		5,118
Lakehaven II	Garden	Dec-97	Carol Stream, IL		1985		348		2,822		16,128		2,331		2,822		18,459		21,281		(8,180	)		13,101		12,877
Lakes, The	Garden	Jan-00	Raleigh, NC		1972		600		2,790		18,297		4,854		2,790		23,151		25,941		(11,767	)		14,174		15,700
Lakeside (IL)	Garden	Oct-99	Lisle, IL		1972		568		4,066		29,778		22,034		4,066		51,812		55,878		(13,645	)		42,233		29,825
Lakeside North at Carrollwood	Garden	Sep-00	Tampa, FL		1984		168		3,118		5,358		1,784		3,118		7,142		10,260		(2,227	)		8,033		5,885
Lakeside Place	Garden	Oct-99	Houston, TX		1976		734		4,721		35,482		6,697		4,721		42,179		46,900		(18,198	)		28,702		18,682
Lakewood	Garden	Jul-02	Tomball, TX		1979		256		801		8,328		1,987		801		10,315		11,116		(4,408	)		6,708		4,429
Lamplighter Park	Garden	Apr-00	Bellevue, WA		1967		174		1,913		8,132		3,368		1,913		11,500		13,413		(4,092	)		9,321		10,816
Landmark	Garden	Apr-00	Raleigh, NC		1970		292		1,669		13,314		2,774		1,669		16,088		17,757		(7,546	)		10,211		8,535
Las Brisas (TX)	Garden	Dec-95	San Antonio, TX		1983		176		1,082		5,214		1,731		1,082		6,945		8,027		(2,818	)		5,209		3,181
Latrobe	High Rise	Jan-03	Washington, DC		1980		176		1,305		11,257		10,587		1,305		21,844		23,149		(6,600	)		16,549		22,538
Laurel Hills Preserve	Garden	May-98	Marietta, GA		1987		720		6,568		37,283		15,291		6,568		52,574		59,142		(18,681	)		40,461		30,000
Lazy Hollow	Garden	Apr-05	Columbia, MD		1979		178		1,314		14,591		549		1,314		15,140		16,454		(4,115	)		12,339		8,597
Leahy Square	Garden	Apr-07	Redwood City, CA		1973		110		15,352		7,909		805		15,444		8,622		24,066		(9	)		24,057		15,250
Lebanon Station	Garden	Oct-99	Columbus, OH		1974		387		1,694		9,569		2,758		1,694		12,327		14,021		(4,820	)		9,201		—
Lewis Park	Garden	Jan-06	Carbondale, IL		1972		269		747		12,864		1,201		744		14,068		14,812		(7,780	)		7,032		4,411
Lexington	Garden	Jul-94	San Antonio, TX		1981		72		312		1,688		852		312		2,540		2,852		(1,135	)		1,717		—
Lighthouse at Twin Lakes I	Garden	Apr-00	Beltsville, MD		1969		479		2,518		17,396		6,348		2,518		23,744		26,262		(5,899	)		20,363		40,000
Lighthouse at Twin Lakes II	Garden	Apr-00	Beltsville, MD		1971		113		695		4,841		933		695		5,774		6,469		(1,586	)		4,883		—
Lighthouse at Twin Lakes III	Garden	Apr-00	Beltsville, MD		1978		107		482		3,299		354		482		3,653		4,135		(832	)		3,303		—
Lincoln Place Garden	Garden	Oct-04	Venice, CA		1951		755		129,417		10,439		50,807		128,332		62,331		190,663		(1,356	)		189,307		72,500
Loft, The	Garden	Oct-99	Raleigh, NC		1974		184		1,989		11,714		1,864		1,989		13,578		15,567		(5,925	)		9,642		4,443
Los Arboles	Garden	Sep-97	Chandler, AZ		1985		232		1,662		9,504		2,857		1,662		12,361		14,023		(4,744	)		9,279		5,194
Malibu Canyon	Garden	Mar-02	Calabasas, CA		1986		698		66,257		53,438		26,368		69,834		76,229		146,063		(20,021	)		126,042		64,162
Maple Bay	Garden	Dec-99	Virginia Beach, VA		1971		414		2,598		16,141		18,205		2,598		34,346		36,944		(7,616	)		29,328		34,306
Mariners Cove	Garden	Mar-02	San Diego, CA		1984		500		—		66,861		5,690		1,000		71,551		72,551		(13,355	)		59,196		7,464
Mariner’s Cove	Garden	Mar-00	Virginia Beach, VA		1974		458		1,517		10,034		16,233		1,517		26,267		27,784		(8,218	)		19,566		10,608
Meadow Creek	Garden	Jul-94	Boulder, CO		1972		332		1,435		24,532		5,894		1,435		30,426		31,861		(10,739	)		21,122		4,788
Meadows	Garden	Dec-00	Austin, TX		1983		100		580		3,667		638		580		4,305		4,885		(2,091	)		2,794		2,139
Merrill House	High Rise	Jan-00	Fairfax, VA		1962		159		1,836		10,831		2,959		1,836		13,790		15,626		(3,320	)		12,306		6,321
Mesa Ridge	Garden	May-98	San Antonio, TX		1986		200		1,210		6,863		1,395		1,210		8,258		9,468		(3,175	)		6,293		3,765
Michigan Apartments	Garden	Dec-99	Indianapolis, IN		1965		184		516		2,783		697		516		3,480		3,996		(1,874	)		2,122		853
Montecito	Garden	Jul-94	Austin, TX		1985		268		1,268		6,896		4,540		1,268		11,436		12,704		(5,261	)		7,443		4,142
Mountain Run	Garden	Dec-97	Arvada, CO		1974		96		685		2,614		2,934		685		5,548		6,233		(2,212	)		4,021		2,720
Mountain View	Garden	May-98	Colorado Springs, CO		1985		252		2,546		14,841		2,336		2,546		17,177		19,723		(6,470	)		13,253		6,692
Mountain View (CA)	Garden	Jan-06	San Dimas, CA		1978		168		8,500		16,656		—		8,500		16,656		25,156		(351	)		24,805		23,300
Newport	Garden	Jul-94	Avondale, AZ		1986		204		800		4,354		2,925		800		7,279		8,079		(3,251	)		4,828		3,461
Northwoods	Garden	Oct-02	Worthington, OH		1983		280		2,667		9,260		1,687		2,664		10,950		13,614		(2,212	)		11,402		8,014
Northwoods (CT)	Garden	Mar-01	Middletown, CT		1987		336		16,080		14,435		2,428		16,080		16,863		32,943		(4,804	)		28,139		35,496
Oak Falls Condominiums	Garden	Nov-96	Spring, TX		1983		144		1,017		5,420		2,000		1,017		7,420		8,437		(2,161	)		6,276		3,667

F-52



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Oak Forest	Garden	Oct-02	Arlington, TX		1983		204		1,020		5,888		1,670		1,020		7,558		8,578		(3,341	)		5,237		3,720
Oak Park Village I	Garden	Oct-00	Lansing, MI		1973		618		10,048		16,771		6,286		10,048		23,057		33,105		(10,203	)		22,902		23,487
Ocean Oaks	Garden	May-98	Port Orange, FL		1988		296		2,132		12,855		2,839		2,132		15,694		17,826		(5,207	)		12,619		10,295
Ocean View Apartment	Garden	Oct-06	Pacifica, CA		1963		63		7,975		4,131		565		8,108		4,563		12,671		(218	)		12,453		6,619
Oceanfront	Garden	Nov-96	Galveston, TX		1985		102		513		3,045		5,350		513		8,395		8,908		(2,300	)		6,608		1,462
One Lytle Place	High Rise	Jan-00	Cincinnati ,OH		1980		231		2,662		21,800		11,090		2,662		32,890		35,552		(8,030	)		27,522		15,450
Pacific Bay Vistas	Garden	Mar-01	San Bruno, CA		1987		308		3,703		62,460		19,617		27,807		57,973		85,780		(55,441	)		30,339		25,799
Pacifica Park	Garden	Jul-06	Pacifica, CA		1977		104		12,770		6,579		3,064		12,970		9,443		22,413		(611	)		21,802		11,637
Palazzo at Park La Brea	Mid Rise	Feb-04	Los Angeles, CA		2002		521		47,822		125,464		6,616		48,342		131,560		179,902		(18,940	)		160,962		112,229
Palazzo East at Park La Brea	Mid Rise	Mar-05	Los Angeles, CA		2005		611		61,004		136,503		18,448		72,555		143,400		215,955		(14,897	)		201,058		149,999
Palencia	Garden	May-98	Tampa, FL		1985		420		2,804		16,262		9,534		2,804		25,796		28,600		(9,221	)		19,379		11,829
Palm Lake	Garden	Oct-99	Tampa ,FL		1972		150		917		5,452		2,609		917		8,061		8,978		(4,078	)		4,900		2,419
Paradise Palms	Garden	Jul-94	Phoenix, AZ		1985		129		647		3,515		6,235		647		9,750		10,397		(3,792	)		6,605		1,651
Park at Cedar Lawn, The	Garden	Nov-96	Galveston, TX		1985		192		1,025		6,162		2,247		1,025		8,409		9,434		(2,876	)		6,558		3,960
Park at Deerbrook	Garden	Oct-99	Humble, TX		1984		100		175		522		404		175		926		1,101		(918	)		183		2,073
Park Capitol	Garden	Apr-00	Salt Lake City, UT		1972		135		694		5,006		2,245		694		7,251		7,945		(2,903	)		5,042		4,771
Park Towne	High Rise	Apr-00	Philadelphia, PA		1959		973		10,451		47,301		35,475		10,451		82,776		93,227		(14,522	)		78,705		87,000
Parktown Townhouses	Garden	Oct-99	Deer Park, TX		1968		309		1,604		11,902		7,330		1,604		19,232		20,836		(5,673	)		15,163		6,235
Parkway (VA)	Garden	Mar-00	Willamsburg, VA		1971		148		386		2,834		1,947		386		4,781		5,167		(2,683	)		2,484		9,537
Pathfinder Village	Garden	Jan-06	Fremont, CA		1973		246		19,595		14,838		—		19,595		14,838		34,433		(195	)		34,238		23,800
Peachtree Park	Garden	Jan-96	Atlanta, GA		1962/1995		303		4,683		11,713		9,411		4,683		21,124		25,807		(7,779	)		18,028		10,104
Peakview Place	Garden	Jan-00	Englewood, CO		1975		296		2,000		19,892		4,088		2,000		23,980		25,980		(11,812	)		14,168		12,968
Pebble Point	Garden	Oct-02	Indianapolis, IN		1980		220		1,790		6,883		1,368		1,790		8,251		10,041		(3,472	)		6,569		5,430
Peppermill Place Apartments	Garden	Nov-96	Houston, TX		1983		224		844		5,169		2,127		844		7,296		8,140		(2,192	)		5,948		3,701
Peppertree	Garden	Mar-02	Cypress, CA		1971		136		7,835		5,224		1,768		8,030		6,797		14,827		(2,021	)		12,806		6,006
Pine Lake Terrace	Garden	Mar-02	Garden Grove, CA		1971		111		3,975		6,035		1,587		4,125		7,472		11,597		(1,765	)		9,832		4,246
Pine Shadows	Garden	May-98	Phoenix, AZ		1983		272		2,095		11,899		3,329		2,095		15,228		17,323		(5,785	)		11,538		7,500
Pines, The	Garden	Oct-98	Palm Bay, FL		1984		216		603		3,318		2,125		603		5,443		6,046		(1,927	)		4,119		2,010
Plantation Crossing	Garden	Jan-00	Marietta, GA		1979		180		1,052		8,898		2,326		1,052		11,224		12,276		(4,973	)		7,303		3,799
Plantation Gardens	Garden	Oct-99	Plantation ,FL		1971		372		3,811		19,469		4,339		3,810		23,809		27,619		(8,950	)		18,669		24,766
Pointe At Stone Canyon, The	Garden	Jan-06	Dallas, TX		1978		164		747		4,532		1,527		747		6,059		6,806		(3,185	)		3,621		2,555
Post Ridge	Garden	Jul-00	Nashville, TN		1972		150		1,024		7,810		1,729		1,024		9,539		10,563		(3,710	)		6,853		6,191
Presidential House	Mid Rise	Sep-05	N. MIAMI BEACH, FL		1963		203		1,379		10,635		1,266		1,379		11,901		13,280		(4,690	)		8,590		10,159
Preston Creek	Garden	Oct-99	Dallas, TX		1979		228		1,579		8,835		4,951		1,579		13,786		15,365		(6,491	)		8,874		4,566
Quail Ridge	Garden	May-98	Tucson, AZ		1974		253		1,559		9,173		2,794		1,559		11,967		13,526		(5,069	)		8,457		4,720
Quail Run	Garden	Oct-99	Zionsville, IN		1972		166		1,222		6,803		1,361		1,222		8,164		9,386		(3,290	)		6,096		4,738
Ramblewood Apartments (MI)	Garden	Dec-99	Grand Rapids, MI		1973		1,698		9,500		61,769		14,509		9,500		76,278		85,778		(23,843	)		61,935		29,291
Raven Hill	Garden	Jan-01	Burnsville, MN		1971		304		4,869		10,612		3,006		4,869		13,618		18,487		(4,981	)		13,506		10,281
Ravensworth Towers	High Rise	Jun-04	Annandale, VA		1974		219		2,082		18,536		1,779		2,082		20,315		22,397		(8,061	)		14,336		14,232
Reflections	Garden	Apr-02	Indianapolis, IN		1970		582		1,111		17,717		11,344		1,111		29,061		30,172		(10,586	)		19,586		12,194
Reflections (Casselberry)	Garden	Oct-02	Casselberry, FL		1984		336		3,052		11,607		3,212		3,052		14,819		17,871		(3,384	)		14,487		10,700
Reflections (Virginia Beach)	Garden	Sep-00	Virginia Beach, VA		1987		480		15,988		13,684		4,394		15,988		18,078		34,066		(5,845	)		28,221		39,584
Reflections (West Palm Beach)	Garden	Oct-00	West Palm Beach, FL		1986		300		5,504		9,984		3,403		5,504		13,387		18,891		(4,008	)		14,883		8,813
Regency Oaks	Garden	Oct-99	Fern Park, FL		1965		343		1,833		10,000		7,238		1,833		17,238		19,071		(8,086	)		10,985		11,418
Remington at Ponte Vedra Lakes	Garden	Dec-06	Ponte Vedra Beach, FL		1986		344		18,576		18,650		656		18,795		19,087		37,882		(903	)		36,979		25,000
River Club	Garden	Apr-05	Edgewater, NJ		1998		266		30,578		30,638		1,240		30,579		31,877		62,456		(3,424	)		59,032		42,051
River Reach	Garden	Sep-00	Naples, FL		1986		556		17,728		18,337		5,148		17,728		23,485		41,213		(7,573	)		33,640		38,277
Riverbend Village	Garden	Jul-01	Arlington, TX		1983		201		893		4,128		2,435		893		6,563		7,456		(2,796	)		4,660		5,164
Riverloft Apartments	High Rise	Oct-99	Philadelphia, PA		1910		184		2,120		11,287		30,259		2,120		41,546		43,666		(12,896	)		30,770		21,916
Rivers Edge	Garden	Jul-00	Auburn, WA		1976		120		724		4,976		757		724		5,733		6,457		(2,289	)		4,168		3,191
Riverside	Mid Rise	Jul-94	Littleton, CO		1987		248		1,956		8,427		4,110		1,956		12,537		14,493		(5,503	)		8,990		6,844
Riverside Park	High Rise	Apr-00	Alexandria ,VA		1973		1,223		8,041		68,149		70,631		8,040		138,781		146,821		(35,162	)		111,659		80,490
Riverwood (IN)	Garden	Oct-00	Indianapolis, IN		1978		120		1,032		3,424		1,373		1,032		4,797		5,829		(1,736	)		4,093		3,982
Rosewood	Garden	Mar-02	Camarillo, CA		1976		152		12,128		8,060		2,452		12,430		10,210		22,640		(2,438	)		20,202		17,900
Royal Crest Estates (Fall River)	Garden	Aug-02	Fall River, MA		1974		216		5,832		12,044		1,777		5,832		13,821		19,653		(4,373	)		15,280		13,035
Royal Crest Estates (Marlboro)	Garden	Aug-02	Marlborough, MA		1970		473		25,178		28,786		2,443		25,178		31,229		56,407		(10,383	)		46,024		29,091
Royal Crest Estates (Nashua)	Garden	Aug-02	Nashua, MA		1970		902		68,231		45,562		6,728		68,231		52,290		120,521		(16,189	)		104,332		55,351
Royal Crest Estates (North Andover)	Garden	Aug-02	North Andover, MA		1970		588		51,292		36,808		8,137		51,292		44,945		96,237		(14,339	)		81,898		60,800
Royal Crest Estates (Warwick)	Garden	Aug-02	Warwick, RI		1972		492		22,433		24,095		3,992		22,433		28,087		50,520		(8,714	)		41,806		38,000
Royal Palms	Garden	Jul-94	Mesa, AZ		1985		152		832		4,569		7,689		832		12,258		13,090		(2,926	)		10,164		—
Runaway Bay	Garden	Jul-02	Pinellas Park, FL		1986		192		1,933		7,341		1,333		1,933		8,674		10,607		(1,924	)		8,683		9,289
Runaway Bay (CA)	Garden	Oct-00	Antioch, CA		1986		280		12,503		10,499		4,294		12,503		14,793		27,296		(5,317	)		21,979		12,100
Runaway Bay (FL)	Garden	Oct-00	Lantana, FL		1987		404		5,934		16,052		4,309		5,934		20,361		26,295		(5,762	)		20,533		21,564

F-53



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Runaway Bay (MI)	Garden	Oct-00	Lansing, MI		1987		288		2,106		6,559		3,142		2,106		9,701		11,807		(4,126	)		7,681		8,406
Runaway Bay (Virginia Beach)	Garden	Nov-04	Virginia Beach, VA		1985		440		8,089		15,700		3,810		9,478		18,121		27,599		(2,856	)		24,743		17,457
Runaway Bay II (OH)	Garden	Jan-06	Columbus, OH		1982		132		824		6,519		731		824		7,250		8,074		(2,800	)		5,274		5,525
Runawaybay I	Garden	Sep-03	Columbus, OH		1982		304		2,086		11,561		2,237		2,081		13,803		15,884		(3,576	)		12,308		9,957
Salem Park	Garden	Apr-00	Ft. Worth, TX		1984		168		837		4,109		2,432		837		6,541		7,378		(2,854	)		4,524		4,181
Sand Castles Apartments	Garden	Oct-97	League City, TX		1987		138		978		5,542		2,311		978		7,853		8,831		(2,859	)		5,972		2,089
Sandpiper Cove	Garden	Dec-97	Boynton Beach, FL		1987		416		3,511		21,396		5,826		3,511		27,222		30,733		(8,853	)		21,880		30,239
Savannah Trace	Garden	Mar-01	Shaumburg, IL		1986		368		13,960		20,731		2,510		13,960		23,241		37,201		(6,615	)		30,586		22,971
Sawgrass	Garden	Jul-97	Orlando, FL		1986		208		1,443		8,137		3,876		1,443		12,013		13,456		(4,206	)		9,250		2,191
Scandia	Garden	Oct-00	Indianapolis, IN		1977		444		10,540		9,852		10,712		10,540		20,564		31,104		(7,364	)		23,740		19,450
Scotch Pines East	Garden	Jul-00	Ft. Collins, CO		1977		102		460		4,880		633		460		5,513		5,973		(2,580	)		3,393		2,625
Scotchollow	Garden	Jan-06	San Mateo, CA		1971		418		49,474		17,756		—		49,474		17,756		67,230		(110	)		67,120		49,000
Scottsdale Gateway I	Garden	Oct-97	Tempe, AZ		1965		124		591		3,359		4,114		591		7,473		8,064		(2,434	)		5,630		5,800
Scottsdale Gateway II	Garden	Oct-97	Tempe, AZ		1976		487		2,458		13,927		14,467		2,458		28,394		30,852		(9,420	)		21,432		5,996
Shadow Creek (AZ)	Garden	May-98	Phoenix, AZ		1984		266		2,016		11,886		3,156		2,016		15,042		17,058		(6,247	)		10,811		5,150
Shenandoah Crossing	Garden	Sep-00	Fairfax, VA		1984		640		18,492		57,197		6,533		18,492		63,730		82,222		(21,846	)		60,376		71,785
Sienna Bay	Garden	Apr-00	St. Petersburg, FL		1984		276		1,481		8,716		9,596		1,481		18,312		19,793		(5,482	)		14,311		10,961
Signal Pointe	Garden	Oct-99	Winter Park, FL		1971		368		1,317		11,706		6,617		1,317		18,323		19,640		(5,736	)		13,904		18,596
Signature Point Apartments	Garden	Nov-96	League City, TX		1994		304		2,810		17,579		2,237		2,810		19,816		22,626		(5,512	)		17,114		7,487
Silver Ridge	Garden	Oct-98	Maplewood, MN		1986		186		775		3,765		1,926		775		5,691		6,466		(2,326	)		4,140		4,525
Snug Harbor	Garden	Dec-95	Las Vegas, NV		1991		64		751		2,859		1,888		751		4,747		5,498		(2,006	)		3,492		1,760
Somerset Lakes	Garden	May-99	Indianapolis, IN		1974		360		3,436		19,668		4,798		3,436		24,466		27,902		(7,840	)		20,062		18,413
Somerset Village	Garden	May-96	West Valley City, UT		1985		486		4,315		16,727		11,622		4,315		28,349		32,664		(9,512	)		23,152		8,726
South Willow	Garden	Jul-94	West Jordan, UT		1987		440		2,224		12,075		5,571		2,224		17,646		19,870		(7,722	)		12,148		15,500
Southridge	Garden	Dec-00	Greenville, TX		1984		160		695		4,416		2,074		695		6,490		7,185		(3,924	)		3,261		2,996
Springhill Lake	Garden	Apr-00	Greenbelt, MD		1969		2,877		13,595		94,916		47,134		14,541		141,104		155,645		(45,736	)		109,909		138,070
Springhouse (KY)	Garden	Mar-04	Lexington, KY		1986		224		1,964		6,180		676		1,964		6,856		8,820		(1,875	)		6,945		7,150
Springhouse (SC)	Garden	Oct-02	North Charleston, SC		1986		248		3,488		10,331		1,057		3,488		11,388		14,876		(3,015	)		11,861		8,600
Springhouse at Newport	Garden	Jul-02	Newport News, VA		1986		432		9,479		11,425		2,739		9,479		14,164		23,643		(2,690	)		20,953		16,600
Springwoods at Lake Ridge	Garden	Jul-02	Lake Ridge, VA		1984		180		5,587		7,284		786		5,587		8,070		13,657		(1,151	)		12,506		14,967
Spyglass	Garden	Oct-02	Indianapolis, IN		1979		120		971		3,985		1,014		971		4,999		5,970		(1,662	)		4,308		2,606
Spyglass at Cedar Cove	Garden	Sep-00	Lexington Park, MD		1985		152		3,241		5,094		2,291		3,241		7,385		10,626		(2,536	)		8,090		4,122
Stafford	High Rise	Oct-02	Baltimore, MD		1889		96		706		4,032		2,768		562		6,944		7,506		(1,989	)		5,517		—
Steeplechase	Garden	Oct-00	Williamsburg, VA		1986		220		7,601		8,029		5,691		7,601		13,720		21,321		(3,280	)		18,041		12,425
Steeplechase (MD)	Garden	Sep-00	Largo, MD		1986		240		3,675		16,111		2,371		3,675		18,482		22,157		(5,295	)		16,862		11,342
Steeplechase (OH)	Garden	May-99	Loveland, OH		1988		272		1,975		9,264		2,100		1,960		11,379		13,339		(4,336	)		9,003		8,170
Steeplechase (TX)	Garden	Jul-02	Plano, TX		1985		368		7,056		10,510		5,029		7,056		15,539		22,595		(2,887	)		19,708		14,200
Sterling Apartment Homes, The	Garden	Oct-99	Philadelphia, PA		1962		535		8,621		54,694		16,345		8,622		71,038		79,660		(24,144	)		55,516		80,000
Stone Creek Club	Garden	Sep-00	Germantown, MD		1984		240		13,593		9,347		2,461		13,593		11,808		25,401		(5,453	)		19,948		11,479
Stone Point Village	Garden	Dec-99	Fort Wayne, IN		1981		296		1,541		8,636		3,207		1,541		11,843		13,384		(4,376	)		9,008		5,980
Stonebrook	Garden	Jun-97	Sanford, FL		1991		244		1,583		8,587		3,718		1,583		12,305		13,888		(4,695	)		9,193		5,560
Stonebrook II	Garden	Mar-99	Sanford, FL		1998		112		488		8,736		483		488		9,219		9,707		(2,097	)		7,610		3,187
Stoney Brook Apartments	Garden	Nov-96	Houston, TX		1972		113		275		1,865		1,548		275		3,413		3,688		(906	)		2,782		2,039
Stonybrook	Garden	May-98	Tucson, AZ		1983		411		2,167		12,670		454		2,167		13,124		15,291		(5,860	)		9,431		13,360
Stratford, The (TX)	Garden	May-98	San Antonio, TX		1979		269		1,825		10,748		2,130		1,825		12,878		14,703		(5,431	)		9,272		4,390
Summit Creek	Garden	May-98	Austin, TX		1985		164		1,211		6,037		1,481		1,211		7,518		8,729		(2,511	)		6,218		3,036
Sun Lake	Garden	May-98	Lake Mary, FL		1986		600		4,551		25,543		14,219		4,551		39,762		44,313		(12,523	)		31,790		36,827
Sun River Village	Garden	Oct-99	Tempe, AZ		1981		334		1,800		13,504		3,154		1,800		16,658		18,458		(6,849	)		11,609		8,179
Sunbury Downs Apartments	Garden	Nov-96	Houston, TX		1982		240		936		6,059		2,009		936		8,068		9,004		(2,696	)		6,308		3,966
Sycamore Creek	Garden	Apr-00	Cincinnati, OH		1978		295		1,984		9,614		3,747		1,984		13,361		15,345		(4,684	)		10,661		6,754
Talbot Woods	Garden	Sep-04	Middleboro, MA		1972		121		5,852		4,719		1,855		5,852		6,574		12,426		(1,124	)		11,302		6,368
Tamarac Village	Garden	Apr-00	Denver, CO		1979		564		3,284		20,683		6,933		3,301		27,599		30,900		(10,305	)		20,595		17,248
Tamarind Bay	Garden	Jan-00	St. Petersburg, FL		1980		200		650		6,603		4,363		650		10,966		11,616		(3,805	)		7,811		7,032
Tar River Estates	Garden	Oct-99	Greenville, NC		1969		220		1,238		13,715		3,287		1,238		17,002		18,240		(6,039	)		12,201		4,343
Tatum Gardens	Garden	May-98	Phoenix, AZ		1985		128		1,323		7,155		1,457		1,323		8,612		9,935		(3,853	)		6,082		3,021
Tempo, The	High Rise	Sep-04	New York, NY		1900		200		68,006		12,140		2,750		68,109		14,787		82,896		(1,404	)		81,492		31,432
The Crescent at West Hollywood	Mid Rise	Mar-02	West Hollywood, CA		1982		130		15,382		10,215		9,537		15,765		19,369		35,134		(3,312	)		31,822		14,902
The Glen at Forestlake	Garden	Mar-07	Daytona Beach, FL		1982		26		897		862		105		933		931		1,864		(39	)		1,825		1,070
The Lodge at Chattahoochee	Garden	Oct-99	Atlanta, GA		1970		312		2,320		16,370		18,425		2,320		34,795		37,115		(8,441	)		28,674		9,787
Tierra Palms	Garden	Jan-06	Norwalk, CA		1970		144		6,441		6,807		—		6,441		6,807		13,248		(147	)		13,101		13,800
Timber Ridge	Garden	Oct-99	Sharonville, OH		1972		248		1,184		8,077		1,808		1,184		9,885		11,069		(3,757	)		7,312		4,950
Timbermill	Garden	Oct-95	San Antonio, TX		1982		296		778		4,457		2,561		778		7,018		7,796		(3,142	)		4,654		2,550
Timbertree	Garden	Oct-97	Phoenix, AZ		1979		387		2,292		13,000		5,327		2,292		18,327		20,619		(8,084	)		12,535		5,317

F-54



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Towers Of Westchester Park, The	High Rise	Jan-06	College Park, MD		1972		303		15,198		22,029		—		15,198		22,029		37,227		(454	)		36,773		31,800
Township At Highlands	Town Home	Nov-96	Littleton, CO		1985		161		1,615		9,773		4,572		1,536		14,424		15,960		(5,346	)		10,614		17,145
Trails	Garden	Apr-02	Nashville, TN		1985		248		652		10,058		1,489		652		11,547		12,199		(5,471	)		6,728		8,548
Trails of Ashford	Garden	May-98	Houston, TX		1979		514		2,650		14,985		3,602		2,650		18,587		21,237		(7,841	)		13,396		6,685
Twin Lake Towers	High Rise	Oct-99	Westmont, IL		1969		399		2,640		19,484		7,754		2,640		27,238		29,878		(11,635	)		18,243		10,198
Twin Lakes Apartments	Garden	Apr-00	Palm Harbor, FL		1986		262		2,053		12,954		2,971		2,053		15,925		17,978		(5,940	)		12,038		10,841
Vantage Pointe	Mid Rise	Aug-02	Swampscott, MA		1987		96		4,749		10,089		1,062		4,749		11,151		15,900		(2,765	)		13,135		8,132
Verandahs at Hunt Club	Garden	Jul-02	Apopka, FL		1985		210		1,848		8,400		1,913		1,848		10,313		12,161		(1,782	)		10,379		11,419
Versailles on the Lake	Garden	Apr-02	Fort Wayne, IN		1969		156		369		6,104		1,173		369		7,277		7,646		(3,090	)		4,556		2,405
Villa Del Sol	Garden	Mar-02	Norwalk, CA		1972		121		7,294		4,861		1,978		7,476		6,657		14,133		(1,796	)		12,337		4,611
Villa Nova Apartments	Garden	Apr-00	Indianapolis, IN		1972		126		626		3,720		1,291		626		5,011		5,637		(1,568	)		4,069		2,620
Village Creek at Brookhill	Garden	Jul-94	Westminster, CO		1987		324		2,446		13,261		4,072		2,446		17,333		19,779		(7,745	)		12,034		12,706
Village Crossing	Garden	May-98	W. Palm Beach, FL		1986		189		1,618		9,757		2,490		1,618		12,247		13,865		(4,493	)		9,372		7,000
Village East	Garden	Jul-00	Colorado Springs, CO		1972		137		892		5,729		1,673		892		7,402		8,294		(3,042	)		5,252		3,100
Village Gardens	Garden	Oct-99	Fort Collins, CO		1973		141		830		5,784		1,336		830		7,120		7,950		(3,117	)		4,833		3,612
Village Green Altamonte Springs	Garden	Oct-02	Altamonte Springs, FL		1970		164		581		6,629		1,617		581		8,246		8,827		(3,543	)		5,284		6,664
Village in the Woods	Garden	Jan-00	Cypress, TX		1983		530		2,205		16,928		9,212		2,205		26,140		28,345		(9,643	)		18,702		11,431
Village of Pennbrook	Garden	Oct-98	Levitown, PA		1969		722		5,562		42,392		11,455		5,562		53,847		59,409		(16,261	)		43,148		39,256
Village, The	Garden	Jan-00	Barndon, FL		1986		112		692		5,558		1,629		692		7,187		7,879		(2,666	)		5,213		5,236
Villages of Baymeadows	Garden	Oct-99	Jacksonville, FL		1972		904		4,327		34,069		49,096		4,327		83,165		87,492		(25,311	)		62,181		39,794
Villages of Bent Tree	Garden	Oct-02	Indianapolis, IN		1983		240		1,850		6,430		2,299		1,850		8,729		10,579		(2,706	)		7,873		5,400
Villages of Bent Tree, Phase II	Garden	Jan-06	Indianapolis, IN		1983		280		1,072		12,770		2,881		1,072		15,651		16,723		(5,294	)		11,429		7,950
Villas at Little Turtle	Garden	Sep-00	Westerville, OH		1985		160		1,309		5,513		1,816		1,309		7,329		8,638		(2,254	)		6,384		5,478
Villas at Park La Brea, The	Garden	Mar-02	Los Angeles, CA		2002		250		8,621		48,871		2,093		8,621		50,964		59,585		(8,717	)		50,868		33,518
Vinings Peak	Garden	Jan-00	Atlanta, GA		1980		280		1,752		14,709		8,814		1,752		23,523		25,275		(7,490	)		17,785		7,183
Vista Del Lagos	Garden	Dec-97	Chandler, AZ		1986		200		804		4,952		2,351		804		7,303		8,107		(2,820	)		5,287		2,558
Waterford Village	Garden	Aug-02	Bridgewater, MA		1971		588		28,585		28,102		3,930		28,585		32,032		60,617		(11,398	)		49,219		31,560
Waterways Village	Garden	Jun-97	Aventura, FL		1991		180		4,504		11,064		3,052		4,504		14,116		18,620		(5,277	)		13,343		8,400
Webb Bridge Crossing	Garden	Sep-04	Alpharetta, GA		1985		164		957		6,253		2,735		957		8,988		9,945		(3,016	)		6,929		4,934
West Lake Arms Apartments	Garden	Oct-99	Indianapolis, IN		1977		1,381		3,837		28,010		16,578		3,837		44,588		48,425		(15,923	)		32,502		7,954
West Winds	Garden	Oct-02	Orlando, FL		1985		272		3,122		10,683		2,364		3,122		13,047		16,169		(3,215	)		12,954		13,154
West Woods	Garden	Oct-00	Anappolis, MD		1981		57		1,557		1,891		1,138		1,557		3,029		4,586		(780	)		3,806		4,476
Westgate	Garden	Oct-99	Houston, TX		1971		313		1,920		11,222		3,159		1,920		14,381		16,301		(4,843	)		11,458		7,149
Westway Village Apartments	Garden	May-98	Houston, TX		1979		326		2,921		11,384		1,474		2,921		12,858		15,779		(5,577	)		10,202		7,282
Wexford Village	Garden	Aug-02	Worcester, MA		1974		264		6,339		17,939		1,200		6,339		19,139		25,478		(5,478	)		20,000		15,125
Wickertree	Garden	Oct-97	Phoenix, AZ		1983		226		1,225		6,923		2,327		1,225		9,250		10,475		(3,452	)		7,023		2,795
Williams Cove	Garden	Jul-94	Irving, TX		1984		260		1,227		6,659		3,128		1,227		9,787		11,014		(4,392	)		6,622		3,915
Williamsburg Manor	Garden	Apr-00	Cary, NC		1972		183		1,383		7,896		1,708		1,383		9,604		10,987		(3,657	)		7,330		5,023
Willow Bend (IL)	Garden	May-98	Rolling Meadows, IL		1985		328		2,717		15,437		13,553		2,717		28,990		31,707		(7,650	)		24,057		20,000
Willow Park on Lake Adelaide	Garden	Oct-99	Altamonte Springs, FL		1972		185		880		7,687		2,691		880		10,378		11,258		(4,782	)		6,476		6,962
Wilson Acres	Garden	Apr-06	Greenville, NC		1979		146		1,175		3,943		584		1,485		4,217		5,702		(288	)		5,414		3,000
Winchester Village Apartments	Garden	Nov-00	Indianapolis, IN		1966		96		104		2,234		1,074		104		3,308		3,412		(1,281	)		2,131		—
Winddrift (IN)	Garden	Oct-00	Indianapolis, IN		1980		166		1,265		3,912		2,589		1,265		6,501		7,766		(2,073	)		5,693		4,412
Windemere	Garden	Jan-03	Houston, TX		1982		257		2,145		10,769		938		2,145		11,707		13,852		(4,302	)		9,550		4,951
Windridge	Garden	May-98	San Antonio, TX		1983		276		1,406		8,272		1,542		1,406		9,814		11,220		(3,941	)		7,279		4,610
Windrift (CA)	Garden	Mar-01	Oceanside, CA		1987		404		24,960		17,590		14,160		24,960		31,750		56,710		(9,100	)		47,610		28,999
Windrift (FL)	Garden	Oct-00	Orlando, FL		1987		288		3,696		10,029		3,953		3,696		13,982		17,678		(4,370	)		13,308		17,556
Windsor at South Square	Garden	Oct-99	Durham, NC		1972		230		1,326		8,329		2,278		1,326		10,607		11,933		(4,059	)		7,874		5,289
Windsor Crossing	Garden	Mar-00	Newport News, VA		1978		156		307		2,110		1,474		131		3,760		3,891		(1,660	)		2,231		2,630
Windsor Park	Garden	Mar-01	Woodbridge, VA		1987		220		4,279		15,970		1,522		4,279		17,492		21,771		(4,923	)		16,848		13,758
Windward at the Villages	Garden	Oct-97	W. Palm Beach, FL		1988		196		1,595		9,079		3,169		1,595		12,248		13,843		(3,869	)		9,974		2,116
Wood Lake	Garden	Jan-00	Atlanta, GA		1983		220		1,327		12,713		8,943		1,327		21,656		22,983		(6,596	)		16,387		6,360
Wood View	Garden	Jan-06	Atlanta, GA		1983		180		1,277		4,510		5,252		1,277		9,762		11,039		(4,067	)		6,972		4,829
Woodcreek	Garden	Oct-02	Mesa, AZ		1985		432		2,117		15,574		2,695		2,117		18,269		20,386		(7,857	)		12,529		14,173
Woodhollow	Garden	Oct-97	Austin, TX		1974		108		658		3,728		1,223		658		4,951		5,609		(1,939	)		3,670		1,411
Woodland Ridge	Garden	Dec-00	Irving, TX		1984		130		600		3,617		1,108		600		4,725		5,325		(2,281	)		3,044		2,419
Woods Edge	Garden	Nov-04	Indianapolis, IN		1981		190		495		6,238		1,152		495		7,390		7,885		(1,577	)		6,308		5,153
Woods of Burnsville	Garden	Nov-04	Burnsville, MN		1984		400		1,966		18,290		1,990		1,966		20,280		22,246		(4,005	)		18,241		16,580
Woods of Inverness	Garden	Oct-99	Houston, TX		1983		272		1,427		11,698		2,412		1,427		14,110		15,537		(6,474	)		9,063		5,878
Woods Of Williamsburg	Garden	Jan-06	Williamsburg, VA		1976		125		430		4,024		588		430		4,612		5,042		(2,849	)		2,193		1,366
Woodshire	Garden	Mar-00	Virginia Beach, VA		1972		288		961		5,549		3,076		961		8,625		9,586		(2,903	)		6,683		6,259
Wyntre Brook Apartments	Garden	Oct-99	West Chester, PA		1976		212		1,010		9,283		10,453		1,010		19,736		20,746		(5,241	)		15,505		13,618
Yacht Club at Brickell	High Rise	Dec-03	Miami, FL		1998		357		31,363		32,214		2,649		31,363		34,863		66,226		(3,562	)		62,664		44,552

F-55



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Yorktown II Apartments	High Rise	Dec-99	Lombard, IL		1973		368		2,971		18,163		12,586		2,971		30,749		33,720		(5,656	)		28,064		14,658
Yorktree	Garden	Oct-97	Carolstream, IL		1972		293		1,968		11,457		3,821		1,968		15,278		17,246		(5,999	)		11,247		4,503


Total Conventional Properties							126,029		2,467,684		5,888,985		2,442,855		2,532,838		8,266,686		10,799,524		(2,507,447	)		8,292,077		6,148,597


Affordable Properties:
Adams Court	Garden	Jan-06	Hempstead, NY		1981		84		94		6,047		272		94		6,319		6,413		(3,604	)		2,809		2,553
All Hallows	Garden	Jan-06	San Francisco, CA		1976		157		1,348		29,770		6,916		1,350		36,684		38,034		(10,980	)		27,054		24,087
Alliance Towers	High Rise	Mar-02	Lombard, IL		1971		101		530		1,934		595		530		2,529		3,059		(556	)		2,503		2,261
Arvada House	High Rise	Nov-04	Arvada, CO		1977		88		641		3,314		1,701		405		5,251		5,656		(872	)		4,784		4,216
Ashland Manor	High Rise	Mar-02	East Moline, IL		1977		189		205		455		816		205		1,271		1,476		(502	)		974		939
Aspen Stratford B	High Rise	Oct-02	Newark, NJ		1920		60		362		2,887		1,055		348		3,956		4,304		(2,163	)		2,141		1,782
Aspen Stratford C	High Rise	Oct-02	Newark, NJ		1920		55		363		2,818		1,120		350		3,951		4,301		(2,067	)		2,234		1,569
Baisley Park Gardens	Mid Rise	Apr-02	Jamaica, NY		1982		212		1,765		12,309		3,331		1,765		15,640		17,405		(4,702	)		12,703		11,563
Baldwin Oaks	Mid Rise	Oct-99	Parsippany, NJ		1980		251		746		8,516		1,654		746		10,170		10,916		(5,487	)		5,429		13,281
Baldwin Towers	High Rise	Jan-06	Pittsburgh, PA		1983		99		237		5,417		134		237		5,551		5,788		(3,462	)		2,326		2,025
Bangor House	High Rise	Mar-02	Bangor, ME		1979		121		1,140		4,595		825		1,140		5,420		6,560		(992	)		5,568		2,796
Bannock Arms	Garden	Mar-02	Boise, ID		1978		66		275		1,139		469		275		1,608		1,883		(398	)		1,485		1,429
Bayview	Garden	Jun-05	San Francisco, CA		1976		146		1,023		15,265		5,349		1,024		20,613		21,637		(3,718	)		17,919		15,755
Beacon Hill	High Rise	Mar-02	Hillsdale, MI		1980		198		1,380		5,524		1,486		1,380		7,010		8,390		(1,926	)		6,464		5,110
Bedford House	Mid Rise	Mar-02	Falmouth, KY		1979		48		230		919		231		230		1,150		1,380		(315	)		1,065		1,092
Benjamin Banneker Plaza	Mid Rise	Jan-06	Chester, PA		1976		70		79		3,862		439		79		4,301		4,380		(2,414	)		1,966		1,610
Berger Apartments	Mid Rise	Mar-02	New Haven, CT		1981		144		1,152		4,657		1,432		1,152		6,089		7,241		(1,586	)		5,655		1,886
Biltmore Towers	High Rise	Mar-02	Dayton, OH		1980		230		1,813		6,411		12,868		1,813		19,279		21,092		(5,265	)		15,827		10,753
Blakewood	Garden	Oct-05	Statesboro, GA		1973		42		23		1,187		268		23		1,455		1,478		(917	)		561		739
Bloomsburg Towers	Mid Rise	Jan-06	Bloomsburg, PA		1981		75		1		4,128		122		1		4,250		4,251		(2,481	)		1,770		1,589
Bolton North	High Rise	Jan-06	Baltimore, MD		1977		209		829		10,122		259		809		10,401		11,210		(5,034	)		6,176		2,825
Brightwood Manor	Garden	Jan-06	New Brighton, PA		1975		152		140		5,164		294		140		5,458		5,598		(3,391	)		2,207		1,528
Burchwood	Garden	Oct-07	Berea, KY		1999		24		253		1,173		—		253		1,173		1,426		(922	)		504		981
Butternut Creek	Mid Rise	Jan-06	Charlotte, MI		1980		100		702		4,215		193		702		4,408		5,110		(2,805	)		2,305		736
Cache Creek Apartment Homes	Mid Rise	Jun-04	Clearlake, CA		1986		80		1,545		9,405		469		1,545		9,874		11,419		(1,966	)		9,453		2,339
California Square I	High Rise	Jan-06	Louisville, KY		1982		101		154		5,704		271		154		5,975		6,129		(3,133	)		2,996		3,560
California Square II	Garden	Jan-06	Louisville, KY		1983		48		61		2,156		239		61		2,395		2,456		(1,368	)		1,088		1,568
Campbell Heights	High Rise	Oct-02	Washington, D.C.		1978		170		750		6,719		670		750		7,389		8,139		(2,394	)		5,745		7,866
Canterbury Towers	High Rise	Jan-06	Worcester, MA		1976		157		400		4,724		861		400		5,585		5,985		(3,080	)		2,905		5,423
Carriage House (VA)	Mid Rise	Dec-06	Petersburg, VA		1885		118		847		2,886		2,878		852		5,759		6,611		(329	)		6,282		2,307
Casa de Las Hermanitas	Garden	Mar-02	Los Angeles, CA		1982		88		1,800		4,143		442		1,800		4,585		6,385		(1,016	)		5,369		1,505
Castlewood	Garden	Mar-02	Davenport, IA		1980		96		585		2,351		1,246		585		3,597		4,182		(955	)		3,227		3,534
Cherry Ridge Terrace	Garden	Mar-02	Northern Cambria, PA		1983		62		372		1,490		537		372		2,027		2,399		(599	)		1,800		1,097
Cimarron	Garden	Oct-07	Wichita, KS		1973		132		1,332		1,762		—		1,332		1,762		3,094		(1,762	)		1,332		1,608
City Line	Garden	Mar-02	Hampton, VA		1976		200		500		2,014		8,568		500		10,582		11,082		(1,157	)		9,925		5,004
Clisby Towers	Mid Rise	Jan-06	Macon, GA		1980		52		161		2,333		69		161		2,402		2,563		(1,581	)		982		1,041
Coatesville Towers	High Rise	Mar-02	Coatesville, PA		1979		90		500		2,011		521		500		2,532		3,032		(662	)		2,370		2,175
Cold Spring Homes	Garden	Oct-07	Cold Springs, KY		2000		30		187		917		—		187		917		1,104		(917	)		187		790
Community Circle II	Garden	Jan-06	Cleveland, OH		1975		129		210		4,751		296		210		5,047		5,257		(2,817	)		2,440		3,281
Copperwood I Apartments	Garden	Apr-06	The Woodlands, TX		1980		150		390		8,373		4,766		363		13,166		13,529		(4,607	)		8,922		5,660
Copperwood II Apartments	Garden	Oct-05	The Woodlands, TX		1981		150		452		5,552		3,280		459		8,825		9,284		(1,655	)		7,629		5,840
Country Club Heights	Garden	Mar-04	Quincy, IL		1976		200		676		5,715		4,740		676		10,455		11,131		(2,554	)		8,577		7,851
Country Commons	Garden	Jan-06	Bensalem, PA		1972		352		1,314		18,196		876		1,314		19,072		20,386		(8,847	)		11,539		6,148
Courtyard	Mid Rise	Jan-06	Cincinnati, OH		1980		137		642		5,597		90		642		5,687		6,329		(2,778	)		3,551		3,908
Creekview	Garden	Mar-02	Stroudsburg, PA		1982		80		400		1,610		590		400		2,200		2,600		(513	)		2,087		2,685
Crevenna Oaks	Town Home	Jan-06	Burke, VA		1979		50		355		3,539		213		355		3,752		4,107		(1,991	)		2,116		1,233
Crockett Manor	Garden	Mar-04	Trenton, TN		1982		38		42		1,395		38		42		1,433		1,475		(106	)		1,369		978
Cumberland Court	Garden	Jan-06	Harrisburg, PA		1975		108		170		4,249		346		170		4,595		4,765		(2,868	)		1,897		1,468
Daugette Tower	High Rise	Mar-02	Gadsden, AL		1979		101		540		2,178		1,174		540		3,352		3,892		(971	)		2,921		557
Delhaven Manor	Mid Rise	Mar-02	Jackson, MS		1983		104		575		2,304		1,580		575		3,884		4,459		(1,009	)		3,450		3,793
Denny Place	Garden	Mar-02	North Hollywood, CA		1984		17		394		1,579		106		394		1,685		2,079		(354	)		1,725		1,139
Douglas Landing	Garden	Oct-07	Austin, TX		1999		96		—		5,000		—		—		5,000		5,000		—			5,000		—
Druid Hills	Garden	Jan-06	Walterboro, SC		1981		80		76		3,718		95		76		3,813		3,889		(2,836	)		1,053		1,300
East Farm Village	High Rise	Mar-02	East Haven, CT		1981		240		2,800		11,188		1,941		2,800		13,129		15,929		(2,830	)		13,099		8,350
Echo Valley	Mid Rise	Mar-02	West Warwick, RI		1978		100		550		2,294		1,960		550		4,254		4,804		(1,205	)		3,599		4,217
Elmwood	Garden	Jan-06	Athens, AL		1981		80		185		2,804		201		185		3,005		3,190		(1,448	)		1,742		1,887
Fairburn And Gordon II	Garden	Jan-06	Atlanta, GA		1969		58		84		2,002		109		84		2,111		2,195		(1,292	)		903		193
Fairwood	Garden	Jan-06	Carmichael, CA		1979		86		166		5,275		200		166		5,475		5,641		(3,084	)		2,557		2,663

F-56



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Fountain Place	Mid Rise	Jan-06	Connersville, IN		1980		102		440		2,091		—		440		2,091		2,531		(239	)		2,292		—
Fox Run (TX)	Garden	Mar-02	Orange, TX		1983		70		420		1,992		264		420		2,256		2,676		(516	)		2,160		2,605
Foxfire (MI)	Garden	Jan-06	Jackson, MI		1975		160		782		6,927		811		782		7,738		8,520		(4,386	)		4,134		2,164
Franklin Square School Apts	Mid Rise	Jan-06	Baltimore, MD		1888		65		46		4,100		120		46		4,220		4,266		(1,889	)		2,377		2,222
Friendset Apartments	High Rise	Jan-06	Brooklyn, NY		1979		259		550		16,825		1,829		550		18,654		19,204		(9,092	)		10,112		7,229
Friendship Arms	Mid Rise	Mar-02	Hyattsville, MD		1979		151		970		3,887		1,363		970		5,250		6,220		(1,456	)		4,764		4,931
Frio	Garden	Jan-06	Pearsall, TX		1980		63		109		2,425		235		109		2,660		2,769		(1,466	)		1,303		1,109
Gates Manor	Garden	Mar-04	Clinton, TN		1981		80		266		2,225		382		266		2,607		2,873		(908	)		1,965		2,438
Gateway Village	Garden	Mar-04	Hillsborough, NC		1980		64		433		1,666		316		433		1,982		2,415		(362	)		2,053		2,388
Glendale Terrace	Garden	Jan-06	Aiken, SC		1972		60		38		1,554		124		38		1,678		1,716		(1,132	)		584		185
Greenbriar	Garden	Jan-06	Indianapolis, IN		1980		121		762		4,083		126		762		4,209		4,971		(2,585	)		2,386		1,349
Hamlin Estates	Garden	Mar-02	North Hollywood, CA		1983		30		1,010		1,691		184		1,010		1,875		2,885		(426	)		2,459		1,682
Hanover Square	High Rise	Jan-06	Baltimore, MD		1980		199		369		10,862		238		369		11,100		11,469		(5,630	)		5,839		6,042
Harris Park Apartments	Garden	Dec-97	Rochester, NY		1968		114		475		2,786		1,011		475		3,797		4,272		(1,551	)		2,721		479
Hatillo Housing	Mid Rise	Jan-06	Hatillo, PR		1982		64		177		2,901		110		177		3,011		3,188		(1,588	)		1,600		1,391
Hemet Estates	Garden	Mar-02	Hemet, CA		1983		80		700		2,802		3,022		1,263		5,261		6,524		(718	)		5,806		4,474
Henna Townhomes	Garden	Oct-07	Round Rock, TX		1999		160		1,047		12,893		—		1,047		12,893		13,940		(2,641	)		11,299		6,159
Heritage House	Mid Rise	Jan-06	Lewisburg, PA		1982		79		178		3,251		94		178		3,345		3,523		(1,826	)		1,697		2,106
Hickory Heights	Garden	Jan-06	Abbeville, SC		1974		80		25		2,479		641		25		3,120		3,145		(1,472	)		1,673		402
Highlawn Place	High Rise	Mar-02	Huntington, WV		1977		133		550		2,204		1,016		550		3,220		3,770		(628	)		3,142		1,930
Hillside Village	Town Home	Jan-06	Catawissa, PA		1981		50		31		2,643		81		31		2,724		2,755		(1,537	)		1,218		1,194
Hilltop	Garden	Jan-06	Duquesne, PA		1975		152		153		7,311		340		153		7,651		7,804		(4,734	)		3,070		2,349
Hopkins Village	Mid Rise	Sep-03	Baltimore, MD		1979		165		857		4,207		899		857		5,106		5,963		(2,892	)		3,071		2,863
Hudson Gardens	Garden	Mar-02	Pasadena, CA		1983		41		914		1,548		201		914		1,749		2,663		(433	)		2,230		769
Hudson Terrace	Garden	Jan-06	Hudson, NY		1973		168		242		5,431		251		242		5,682		5,924		(3,376	)		2,548		1,340
Indio Gardens	Mid Rise	Oct-06	Indio, CA		1980		151		—		9,534		—		—		9,534		9,534		—			9,534		6,385
Ingram Square	Garden	Jan-06	San Antonio, TX		1980		120		285		4,513		358		285		4,871		5,156		(2,623	)		2,533		2,641
Jenny Lind Hall	High Rise	Mar-04	Springfield, MO		1977		78		142		3,684		220		142		3,904		4,046		(241	)		3,805		1,073
JFK Towers	Mid Rise	Jan-06	Durham, NC		1983		177		335		8,386		417		335		8,803		9,138		(4,055	)		5,083		5,907
Johnston Square	High Rise	Oct-07	Baltimore, MD		1981		217		488		10,761		31		488		10,792		11,280		(5,693	)		5,587		5,668
Kalmia	Garden	Jan-06	Graniteville, SC		1981		96		103		4,692		75		103		4,767		4,870		(3,230	)		1,640		1,910
Kephart Plaza	High Rise	Jan-06	Lock Haven, PA		1978		101		52		4,353		217		52		4,570		4,622		(2,664	)		1,958		1,711
King Bell Apartments	Garden	Jan-06	Milwaukie, OR		1982		62		204		2,497		118		204		2,615		2,819		(1,263	)		1,556		1,689
Kirkwood House	High Rise	Sep-04	Baltimore, MD		1979		261		1,746		6,663		664		1,746		7,327		9,073		(3,478	)		5,595		4,198
Kubasek Trinity Manor (The Hollows)	High Rise	Jan-06	Yonkers, NY		1981		130		8		8,354		1,379		8		9,733		9,741		(5,018	)		4,723		4,892
La Salle	Garden	Oct-00	San Francisco, CA		1976		145		1,841		19,568		3,862		1,841		23,430		25,271		(6,604	)		18,667		17,809
Lafayette Commons	Garden	Mar-04	West Lafayette, OH		1979		49		187		1,012		222		187		1,234		1,421		(189	)		1,232		858
Lafayette Square	Garden	Jan-06	Camden, SC		1978		72		64		1,953		42		64		1,995		2,059		(1,546	)		513		335
Lakeview Arms	Mid Rise	Jan-06	Poughkeepsie, NY		1981		72		111		3,256		198		111		3,454		3,565		(1,893	)		1,672		1,948
Landau	Garden	Oct-05	Clinton, SC		1970		80		47		2,837		139		47		2,976		3,023		(1,685	)		1,338		384
Laurelwood	Garden	Jan-06	Morristown, TN		1981		65		75		1,870		99		75		1,969		2,044		(1,140	)		904		1,320
Lavista	Garden	Jan-06	Concord, CA		1981		75		565		4,448		—		565		4,448		5,013		(191	)		4,822		1,743
Lock Haven Gardens	Garden	Jan-06	Lock Haven, PA		1979		150		169		7,040		279		169		7,319		7,488		(4,030	)		3,458		3,265
Locust House	High Rise	Mar-02	Westminster, MD		1979		99		650		2,604		594		650		3,198		3,848		(863	)		2,985		2,591
Lodge Run	Mid Rise	Jan-06	Portage, PA		1983		31		18		1,467		229		18		1,696		1,714		(1,103	)		611		516
Long Meadow	Garden	Jan-06	Cheraw, SC		1973		56		28		1,472		86		28		1,558		1,586		(1,041	)		545		259
Loring Towers (MN)	High Rise	Oct-02	Minneapolis, MN		1975		230		1,297		7,445		7,510		886		15,366		16,252		(2,966	)		13,286		7,960
Loring Towers Apartments	High Rise	Sep-03	Salem, MA		1973		250		129		14,050		—		129		14,050		14,179		(1,957	)		12,222		—
Lynnhaven	Garden	Mar-04	Durham, NC		1980		75		539		2,159		465		539		2,624		3,163		(426	)		2,737		2,826
Maria Lopez Plaza	Mid Rise	Jan-06	Bronx, NY		1982		216		498		17,754		444		498		18,198		18,696		(9,773	)		8,923		10,785
Michigan Beach	Garden	Oct-07	Chicago, IL		1958		239		792		12,231		49		792		12,280		13,072		(1,870	)		11,202		5,588
Mill Pond	Mid Rise	Jan-06	Tauton, MA		1982		49		70		2,714		177		70		2,891		2,961		(1,426	)		1,535		1,709
Miramar Housing	High Rise	Jan-06	Ponce, PR		1983		96		290		5,162		59		290		5,221		5,511		(2,683	)		2,828		3,040
Montblanc Gardens	Town Home	Dec-03	Yauco, PR		1982		128		391		3,859		785		391		4,644		5,035		(2,120	)		2,915		3,326
Morrisania II	High Rise	Jan-06	Bronx, NY		1979		203		404		16,038		791		404		16,829		17,233		(9,348	)		7,885		8,265
Moss Gardens	Mid Rise	Jan-06	Lafayette, LA		1980		114		125		4,218		75		125		4,293		4,418		(2,895	)		1,523		2,133
New Baltimore	Mid Rise	Mar-02	New Baltimore, MI		1980		101		888		2,360		4,576		888		6,936		7,824		(544	)		7,280		—
New Vistas I	Garden	Jan-06	Chicago, IL		1925		148		181		7,388		163		181		7,551		7,732		(5,238	)		2,494		1,706
Newberry Park	Garden	Dec-97	Chicago, IL		1985		84		1,150		7,862		409		1,150		8,271		9,421		(2,267	)		7,154		7,588
Northlake Village	Garden	Oct-00	Lima, OH		1971		150		487		1,317		1,613		487		2,930		3,417		(1,231	)		2,186		886
Northpoint	Garden	Jan-00	Chicago, IL		1921		304		2,280		14,334		15,377		2,510		29,481		31,991		(8,911	)		23,080		20,425
Northwinds, The	Garden	Mar-02	Wytheville, VA		1978		144		500		2,012		1,085		500		3,097		3,597		(973	)		2,624		1,838
Oakwood Gardens	High Rise	Jan-06	Mount Vernon, NY		1930		100		202		8,733		450		202		9,183		9,385		(4,000	)		5,385		4,375

F-57



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Oakwood Manor	Garden	Mar-04	Milan, TN		1984		34		95		498		27		95		525		620		(113	)		507		433
Ocala Place	Garden	Jan-06	Ocala, FL		1980		40		93		1,420		265		93		1,685		1,778		(901	)		877		598
Olde Towne West I	Mid Rise	Jan-06	Alexandria, VA		1976		172		130		5,664		1,763		130		7,427		7,557		(3,956	)		3,601		8,385
Olde Towne West II	Garden	Oct-02	Alexandria, VA		1977		72		214		2,865		528		214		3,393		3,607		(1,582	)		2,025		2,632
Olde Towne West III	Garden	Apr-00	Alexandria, VA		1978		75		581		3,463		1,492		581		4,955		5,536		(1,626	)		3,910		3,336
O’Neil	High Rise	Jan-06	Troy, NY		1978		115		77		4,078		549		77		4,627		4,704		(2,965	)		1,739		1,547
Orange Village	Garden	Jan-06	Hermitage, PA		1979		81		53		3,432		159		53		3,591		3,644		(2,100	)		1,544		1,866
Overbrook Park	Garden	Jan-06	Chillicothe, OH		1981		50		109		2,309		107		109		2,416		2,525		(1,210	)		1,315		1,476
Oxford House	Mid Rise	Mar-02	Deactur, IL		1979		156		993		4,164		397		993		4,561		5,554		(1,283	)		4,271		3,360
Oxford Terrace IV	Town Home	Oct-07	Indianapolis, IN		1994		48		120		1,537		—		120		1,537		1,657		(1,057	)		600		1,261
Palm Springs Senior	Garden	Mar-02	Palm Springs, CA		1981		116		—		8,745		2,844		—		11,589		11,589		(1,347	)		10,242		7,214
Panorama Park	Garden	Mar-02	Bakersfield, CA		1982		66		570		2,288		301		570		2,589		3,159		(749	)		2,410		2,237
Parc Chateau I	Garden	Jan-06	Lithonia, GA		1973		86		124		3,349		98		124		3,447		3,571		(2,248	)		1,323		569
Parc Chateau II	Garden	Jan-06	Lithonia, GA		1974		88		147		3,414		82		147		3,496		3,643		(2,317	)		1,326		573
Park-Joplin Apartments	Garden	Oct-07	Joplin, MO		1974		192		928		8,915		—		928		8,915		9,843		(2,816	)		7,027		3,431
Park Meadows	Garden	Oct-07	Wichita, KS		1990		96		103		3,437		—		103		3,437		3,540		(1,684	)		1,856		1,577
Park Place	Mid Rise	Jun-05	St Louis, MO		1977		242		742		6,327		9,686		705		16,050		16,755		(3,734	)		13,021		9,845
Park Vista	Garden	Oct-05	Anaheim, CA		1958		392		7,727		26,779		3,098		7,727		29,877		37,604		(6,534	)		31,070		37,940
Parkview	Garden	Mar-02	Sacramento, CA		1980		97		1,041		2,880		—		1,041		2,880		3,921		(2,622	)		1,299		837
Parkways, The	Garden	Jun-04	Chicago, IL		1925		446		3,684		23,257		16,952		3,427		40,466		43,893		(7,029	)		36,864		23,251
Patman Switch	Garden	Jan-06	Hughes Springs, TX		1978		82		202		1,906		535		202		2,441		2,643		(1,412	)		1,231		1,229
Pavillion	High Rise	Mar-04	Philadelphia, PA		1976		296		—		15,416		607		—		16,023		16,023		(2,565	)		13,458		9,750
Peachwood Place	Garden	Oct-07	Waycross, GA		1999		72		163		2,893		—		163		2,893		3,056		(1,317	)		1,739		737
Pinebluff Village	Mid Rise	Jan-06	Salisbury, MD		1980		151		291		7,998		313		291		8,311		8,602		(5,197	)		3,405		2,332
Pinewood Place	Garden	Mar-02	Toledo, OH		1979		99		420		1,698		1,012		420		2,710		3,130		(856	)		2,274		2,016
Pleasant Hills	Garden	Apr-05	Austin, TX		1982		100		1,188		2,631		3,312		1,229		5,902		7,131		(980	)		6,151		3,255
Plummer Village	Mid Rise	Mar-02	North Hills, CA		1983		75		624		2,647		1,678		593		4,356		4,949		(1,039	)		3,910		—
Portland Plaza	Garden	Jan-06	Louisville, KY		1983		71		—		2,926		90		—		3,016		3,016		(1,615	)		1,401		1,493
Portner Place	Town Home	Jan-06	Washington, DC		1980		48		136		4,322		7		115		4,350		4,465		(134	)		4,331		1,409
Post Street Apartments	High Rise	Jan-06	Yonkers, NY		1930		56		104		3,359		331		104		3,690		3,794		(2,035	)		1,759		1,742
Pride Gardens	Garden	Dec-97	Flora, MS		1975		76		102		1,071		1,507		102		2,578		2,680		(1,168	)		1,512		1,109
Quivira Place	Garden	Oct-07	Lenexa, KS		1978		289		374		12,158		—		374		12,158		12,532		(6,941	)		5,591		6,125
Rancho California	Garden	Jan-06	Temecula, CA		1984		55		356		5,594		165		356		5,759		6,115		(2,306	)		3,809		2,053
Renwick Gardens	High Rise	Jan-06	New York, NY		1979		224		402		17,402		1,788		402		19,190		19,592		(9,952	)		9,640		22,521
Ridgewood (La Loma)	Garden	Mar-02	Sacramento, CA		1980		75		684		227		—		684		227		911		(227	)		684		—
Ridgewood Towers	High Rise	Mar-02	East Moline, IL		1977		140		698		2,803		525		698		3,328		4,026		(908	)		3,118		1,792
River Village	High Rise	Jan-06	Flint, MI		1980		340		1,639		13,994		523		1,639		14,517		16,156		(8,094	)		8,062		8,152
River’s Edge	Town Home	Jan-06	Greenville, MI		1983		49		205		2,203		84		205		2,287		2,492		(1,477	)		1,015		897
Riverwoods	High Rise	Jan-06	Kankakee, IL		1983		125		590		4,932		—		590		4,932		5,522		(574	)		4,948		5,939
Rosedale Court Apartments	Garden	Mar-04	Dawson Springs, KY		1981		40		194		1,177		144		194		1,321		1,515		(430	)		1,085		904
Round Barn	Garden	Mar-02	Champaign, IL		1979		156		947		5,134		2,136		932		7,285		8,217		(1,453	)		6,764		—
Rutherford Park	Town Home	Jan-06	Hummelstown, PA		1981		85		376		4,814		150		376		4,964		5,340		(2,642	)		2,698		2,887
San Jose Apartments	Garden	Sep-05	San Antonio, TX		1970		220		404		5,770		8,380		428		14,126		14,554		(965	)		13,589		—
San Juan Del Centro	Mid Rise	Sep-05	Boulder, CO		1971		150		243		7,110		11,770		228		18,895		19,123		(1,089	)		18,034		12,296
Sandy Hill Terrace	High Rise	Mar-02	Norristown, PA		1980		175		1,650		6,599		1,859		1,650		8,458		10,108		(2,035	)		8,073		4,044
Sandy Springs	Garden	Mar-05	Macon, GA		1979		74		153		1,736		1,212		153		2,948		3,101		(1,345	)		1,756		2,128
School Street	Mid Rise	Jan-06	Taunton, MA		1920		75		181		4,373		334		181		4,707		4,888		(2,416	)		2,472		3,485
Sharp-Leadenhall I	Town Home	Mar-04	Baltimore, MD		1981		155		1,300		5,107		692		1,300		5,799		7,099		(1,189	)		5,910		5,544
Sharp-Leadenhall II	Town Home	Sep-03	Baltimore, MD		1981		37		171		1,636		282		171		1,918		2,089		(896	)		1,193		1,108
Sherman Hills	High Rise	Jan-06	Wilkes-Barre, PA		1976		344		1,118		16,470		290		1,118		16,760		17,878		(12,753	)		5,125		3,645
Shoreview	Garden	Oct-99	San Francisco, CA		1976		156		1,498		19,071		3,441		1,498		22,512		24,010		(7,399	)		16,611		19,233
South Bay Villa	Garden	Mar-02	Los Angeles, CA		1981		80		663		2,770		4,423		659		7,197		7,856		(1,732	)		6,124		—
South Park	Garden	Mar-02	Elyria, OH		1970		138		200		375		2,346		200		2,721		2,921		(854	)		2,067		595
Spring Manor	Mid Rise	Jan-06	Holidaysburg, PA		1983		51		117		2,574		293		117		2,867		2,984		(1,969	)		1,015		904
Springfield Villas	Garden	Oct-07	Lockhart, TX		1999		32		—		1,153		—		—		1,153		1,153		—			1,153		—
St. George Villas	Garden	Jan-06	St. George, SC		1984		40		82		1,029		43		82		1,072		1,154		(687	)		467		545
Sterling Village	Town Home	Mar-02	San Bernadino, CA		1983		80		549		3,459		2,825		1,246		5,587		6,833		(840	)		5,993		4,430
Stonegate Village	Garden	Oct-00	New Castle, IN		1970		122		313		1,895		1,098		308		2,998		3,306		(849	)		2,457		480
Strawbridge Square	Garden	Oct-99	Alexandria, VA		1979		128		662		3,508		3,064		662		6,572		7,234		(1,936	)		5,298		6,918
Sumler Terrace	Garden	Jan-06	Norfolk, VA		1976		126		215		4,400		232		215		4,632		4,847		(3,255	)		1,592		1,502
Summit Oaks	Town Home	Jan-06	Burke, VA		1980		50		382		3,940		192		382		4,132		4,514		(2,112	)		2,402		1,579
Suntree	Garden	Jan-06	St. Johns, MI		1980		121		377		6,513		242		377		6,755		7,132		(3,806	)		3,326		1,709
Swift Creek	Garden	Jan-06	Hartsville, SC		1981		72		105		3,470		228		105		3,698		3,803		(2,481	)		1,322		1,623

F-58



								(2)				(3)		December 31, 2007
		(1)						Initial Cost				Cost Capitalized								Accumulated			Total Cost
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Depreciation			Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		(AD)			AD		Encumbrances

Tabor Towers	Mid Rise	Jan-06	Lewisburg, WV		1979		84		155		3,369		132		155		3,501		3,656		(1,888	)		1,768		2,002
Tamarac Apartments I	Garden	Nov-04	Woodlands, TX		1980		144		140		2,775		3,440		363		5,992		6,355		(1,265	)		5,090		4,317
Tamarac Apartments II	Garden	Nov-04	Woodlands, TX		1980		156		142		3,195		3,835		266		6,906		7,172		(1,430	)		5,742		4,677
Terraces	Mid Rise	Jan-06	Kettering, OH		1979		102		503		3,873		138		503		4,011		4,514		(2,278	)		2,236		2,500
Terry Manor	Mid Rise	Oct-05	Los Angeles, CA		1977		170		1,775		5,848		6,775		1,294		13,104		14,398		(1,685	)		12,713		—
The Club	Garden	Jan-06	Lexington, NC		1972		87		66		2,560		370		66		2,930		2,996		(1,642	)		1,354		426
The Glens	Garden	Jan-06	Rock Hill, SC		1982		88		90		4,885		610		90		5,495		5,585		(3,092	)		2,493		3,916
The Park Apts-OPKS	Garden	Oct-07	Overland Park, KS		1984		280		303		8,785		10		303		8,795		9,098		(4,598	)		4,500		6,281
Tompkins Terrace	Garden	Oct-02	Beacon, NY		1974		193		872		6,827		—		872		6,827		7,699		(1,528	)		6,171		9,022
Trestletree Village	Garden	Mar-02	Atlanta, GA		1981		188		1,150		4,655		958		1,150		5,613		6,763		(1,606	)		5,157		3,659
United Front Homes	Garden	Oct-06	New Bedford, MA		1900		201		1,011		7,114		503		1,011		7,617		8,628		(4,205	)		4,423		3,656
University Square	High Rise	Mar-05	Philadelphia, PA		1978		442		263		12,708		8,483		263		21,191		21,454		(5,110	)		16,344		14,065
Van Nuys Apartments	High Rise	Mar-02	Los Angeles, CA		1981		299		4,337		16,377		1,748		4,337		18,125		22,462		(3,812	)		18,650		16,491
Victory Square	Garden	Mar-02	Canton, OH		1975		81		215		889		356		215		1,245		1,460		(439	)		1,021		882
Villa Hermosa Apartments	Mid Rise	Oct-02	New York, NY		1920		272		1,815		10,312		3,583		1,815		13,895		15,710		(5,347	)		10,363		7,031
Village Oaks	Mid Rise	Jan-06	Catonsville, MD		1980		181		1,156		6,160		1,582		1,156		7,742		8,898		(4,212	)		4,686		4,894
Village of Kaufman	Garden	Mar-05	Kaufman, TX		1981		68		370		1,606		203		370		1,809		2,179		(483	)		1,696		1,886
Vintage Crossing	Town Home	Mar-04	Cuthbert, GA		1982		50		188		1,058		514		188		1,572		1,760		(644	)		1,116		1,665
Vista Park Chino	Garden	Mar-02	Chino, CA		1983		40		380		1,521		328		380		1,849		2,229		(524	)		1,705		1,559
Wah Luck House	High Rise	Jan-06	Washington, DC		1982		153		—		12,846		275		—		13,121		13,121		(5,902	)		7,219		10,132
Walnut Hills	High Rise	Jan-06	Cincinnati, OH		1983		198		693		10,344		103		693		10,447		11,140		(5,584	)		5,556		6,692
Wasco Arms	Garden	Mar-02	Wasco, CA		1982		78		625		2,519		770		625		3,289		3,914		(982	)		2,932		3,121
Washington Square West	Mid Rise	Sep-04	Philadelphia, PA		1982		132		555		11,169		5,409		581		16,552		17,133		(4,229	)		12,904		3,994
West 135th Street	Mid Rise	Dec-97	New York, NY		1979		198		1,212		8,031		5,447		1,212		13,478		14,690		(5,867	)		8,823		13,409
Westminster Oaks	Town Home	Jan-06	Springfield, VA		1982		50		—		3,517		215		—		3,732		3,732		(1,868	)		1,864		998
Westwood Terrace	Mid Rise	Mar-02	Moline, IL		1976		97		720		3,242		334		720		3,576		4,296		(767	)		3,529		1,950
White Cliff	Garden	Mar-02	Lincoln Heights, OH		1977		72		215		938		355		215		1,293		1,508		(405	)		1,103		1,014
Whitefield Place	Garden	Apr-05	San Antonio, TX		1980		80		223		3,151		2,292		219		5,447		5,666		(1,230	)		4,436		1,981
Wickford	Garden	Mar-04	Henderson, NC		1983		44		247		946		55		247		1,001		1,248		(334	)		914		711
Wilderness Trail	High Rise	Mar-02	Pineville, KY		1983		124		1,010		4,048		494		1,010		4,542		5,552		(885	)		4,667		4,567
Wilkes Towers	High Rise	Mar-02	North Wilkesboro, NC		1981		72		410		1,680		522		410		2,202		2,612		(498	)		2,114		1,884
Willowwood	Garden	Mar-02	North Hollywood, CA		1984		19		1,051		840		151		1,051		991		2,042		(222	)		1,820		1,089
Winnsboro Arms	Garden	Jan-06	Winnsboro, SC		1978		60		71		1,898		115		71		2,013		2,084		(1,384	)		700		305
Winter Gardens	High Rise	Mar-04	St Louis, MO		1920		112		300		3,072		4,390		300		7,462		7,762		(861	)		6,901		3,912
Woodcrest	Garden	Dec-97	Odessa, TX		1972		80		41		229		410		41		639		680		(500	)		180		445
Woodland	Garden	Jan-06	Spartanburg, SC		1972		100		182		663		1,245		182		1,908		2,090		(275	)		1,815		262
Woodland Hills	Garden	Oct-05	Jackson, MI		1980		125		541		3,875		4,248		326		8,338		8,664		(1,131	)		7,533		—
Yadkin	Mid Rise	Mar-04	Salisbury, NC		1912		67		242		1,982		549		242		2,531		2,773		(923	)		1,850		1,830


Total Affordable Properties							27,110		124,309		1,157,737		295,564		124,446		1,453,164		1,577,610		(523,342	)		1,054,268		833,128


Other(4)									1,005		4,691		1,104		1,981		4,819		6,800		(3,948	)		2,852


							153,139	$	2,592,998	$	7,051,413	$	2,739,523	$	2,659,265	$	9,724,669	$	12,383,934	$	(3,034,737	)	$	9,349,197	$	6,981,725


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

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

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

(4)		Other includes land parcels and commercial properties.

F-59

AIMCO PROPERTIES, L.P.

REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2007, 2006 and 2005
(In Thousands)


		2007				2006				2005
Real Estate
Balance at beginning of year	$		11,460,781		$		9,825,318		$		8,964,283
Additions during the year:
Newly consolidated assets and acquisition of limited partnership interests (1)			32,080				1,146,086				260,715
Acquisitions			233,059				184,986				288,212
Capital expenditures			689,719				485,758				436,781
Deductions during the year:
Casualty and other write-offs			(24,016	)			(21,192	)			(18,872	)
Assets held for sale reclassification (2)			(7,689	)			(160,175	)			(105,801	)

Balance at end of year	$		12,383,934		$		11,460,781		$		9,825,318

Accumulated Depreciation
Balance at beginning of year	$		2,701,587		$		1,908,005		$		1,572,392
Additions during the year:
Depreciation			477,725				468,186				412,701
Newly consolidated assets and acquisition of limited partnership interests (1)			(115,465	)			452,824				40,277
Deductions during the year:
Casualty and other write-offs			(5,280	)			(5,604	)			(3,191	)
Assets held for sale reclassification (2)			(23,830	)			(121,824	)			(114,174	)

Balance at end of year	$		3,034,737		$		2,701,587		$		1,908,005


(1)		Includes the effect of newly consolidated assets, acquisition of limited partnership interests and related activity. As discussed in Note 2, during 2006, we adopted EITF04-5, which resulted in the consolidation, at historical carrying amounts, of 156 partnerships owning 149 properties. As discussed in Note 3, during 2007, we acquired seven properties from VMS. a consolidated partnership in which we held a 22% interest. We allocated the excess of the consideration exchanged over the carrying amount of the minority interest in these properties to real estate, which resulted in an increase to real estate primarily due to a reduction in the historical accumulated depreciation on these assets.

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

F-60

INDEX TO EXHIBITS (1) (2)


EXHIBIT NO.		DESCRIPTION
10.1		Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as amended and restated as of February 28, 2007 (Exhibit 10.1 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2006, is incorporated herein by this reference)

10.2		First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 31, 2007 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 31, 2007, is incorporated herein by this reference)

10.3		Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among Aimco, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by this reference)

10.4		First Amendment to Amended and Restated Secured Credit Agreement, dated as of June 16, 2005, by and among Aimco, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated June 16, 2005, is incorporated herein by this reference)

10.5		Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Aimco, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 10-K, dated March 22, 2006, is incorporated herein by this reference)

10.6		Third Amendment to Senior Secured Credit Agreement, dated as of August 31, 2007, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated August 31, 2007, is incorporated herein by this reference)

10.7		Fourth Amendment to Senior Secured Credit Agreement, dated as of September 14, 2007, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 14, 2007, is incorporated herein by this reference)

10.8		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)

10.9		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)

10.10		Limited Liability Company Agreement of AIMCO JV Portfolio #1, LLC dated as of December 30, 2003 by and among AIMCO BRE I, LLC, AIMCO BRE II, LLC and SRV-AJVP#1, LLC (Exhibit 10.54 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2003, is incorporated herein by this reference)


EXHIBIT NO.		DESCRIPTION

10.11		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)*

10.12		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)^*

10.13		Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, is incorporated herein by this reference)^*

10.14		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)^*

10.15		2007 Stock Award and Incentive Plan (incorporated by reference to Appendix A to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2007)*

10.16		Form of Restricted Stock Agreement (Exhibit 10.2 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is incorporated herein by this reference)*

10.17		Form of Non-Qualified Stock Option Agreement (Exhibit 10.3 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is incorporated herein by this reference)*

10.18		2007 Employee Stock Purchase Plan (incorporated by reference to Appendix B to Aimco’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2007)*

21.1		List of Subsidiaries

23.1		Consent of Independent Registered Public Accounting Firm

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1		Agreement re: disclosure of long-term debt instruments


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

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

*		Management contract or compensatory plan or arrangement


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


	By:	/s/ TERRY CONSIDINE
	Terry Considine Chairman of the Board, Chief Executive Officer and President

	Date: March 3, 2008


Signature	Title	Date

/s/ TERRY CONSIDINE Terry Considine	Chairman of the Board, Chief Executive Officer and President of the registrant’s general partner (principal executive officer)	March 3, 2008
/s/ THOMAS M. HERZOG Thomas M. Herzog	Executive Vice President and Chief Financial Officer of the registrant’s general partner (principal financial officer)	March 3, 2008
/s/ SCOTT W. FORDHAM Scott W. Fordham	Senior Vice President and Chief Accounting Officer of the registrant’s general partner (principal accounting officer)	March 3, 2008


Item		Page
	PART I

1.	Business		2
1A.	Risk Factors		8
1B.	Unresolved Staff Comments		14
2.	Properties		15
3.	Legal Proceedings		16
4.	Submission of Matters to a Vote of Security Holders		16

	PART II

5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		17
6.	Selected Financial Data		19
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
7A.	Quantitative and Qualitative Disclosures About Market Risk		37
8.	Financial Statements and Supplementary Data		37
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		37
9A.	Controls and Procedures		38
9B.	Other Information		40

	PART III

10.	Directors, Executive Officers and Corporate Governance		40
11.	Executive Compensation		40
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		40
13.	Certain Relationships and Related Transactions, and Director Independence		41
14.	Principal Accountant Fees and Services		41

	PART IV

15.	Exhibits and Financial Statement Schedules		42
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification Pursuant to Section 906
Certification Pursuant to Section 906
Agreement re: Disclosure of Long-Term Debt Instruments


	Page
Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2007 and 2006		F-3
Consolidated Statements of Income for the Years Ended December 31, 2007, 2006 and 2005		F-4
Consolidated Statements of Partners’ Capital for the Years Ended December 31, 2007, 2006 and 2005		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005		F-6
Notes to Consolidated Financial Statements		F-8

Financial Statement Schedule:
Schedule III — Real Estate and Accumulated Depreciation		F-49


Entity Name		State Code

AIMCO PROPERTIES, L.P.		DE
107-145 WEST 135TH STREET ASSOCIATES LIMITED PARTNERSHIP		NY
1133 15TH STREET TWO ASSOCIATES (A MARYLAND LIMITED PARTNERSHIP)		MD
1133 FIFTEENTH STREET ASSOCIATES		DC
1133 FIFTEENTH STREET FOUR ASSOCIATES (A MARYLAND LIMITED PARTNERSHIP)		MD
630 EAST LINCOLN AVENUE ASSOCIATES LIMITED PARTNERSHIP		NY
ACQUISITION LIMITED PARTNERSHIP		MD
ACTC VI MANAGER, LLC		DE
AHP ACQUISITION COMPANY, LLC		ME
AIC REIT PROPERTIES LLC		DE
AIMCO 118-120 WEST 109TH STREET, LLC		DE
AIMCO 136-140 WEST 109TH STREET, LLC		DE
AIMCO 1582 FIRST AVENUE, LLC		DE
AIMCO 173 EAST 90TH STREET, LLC		DE
AIMCO 182-188 COLUMBUS AVENUE, LLC		DE
AIMCO 202-206 WEST 109TH STREET, LLC		DE
AIMCO 203-211 WEST 109TH STREET, LLC		DE
AIMCO 204-206 WEST 133, LLC		DE
AIMCO 212-214 WEST 109TH STREET, LLC		DE
AIMCO 2232-2240 ACP, LLC		DE
AIMCO 223-225 WEST 109TH STREET, LLC		DE
AIMCO 2247-2253 ACP, LLC		DE
AIMCO 2252-2258 ACP, LLC		DE
AIMCO 2300-2310 ACP, LLC		DE
AIMCO 233-235 WEST 109TH STREET, LLC		DE
AIMCO 237 NINTH AVENUE, LLC		DE
AIMCO 240 WEST 73RD STREET CO-OWNER, LLC		DE
AIMCO 240 WEST 73RD STREET, LLC		DE
AIMCO 241-251 WEST 109TH STREET, LLC		DE
AIMCO 2484 ACP, LLC		DE
AIMCO 306 EAST 89TH STREET, LLC		DE
AIMCO 311/313 EAST 73RD STREET, LLC		DE
AIMCO 322 EAST 61ST STREET, LLC		DE
AIMCO 452 EAST 78TH STREET PROPERTY, LLC		DE
AIMCO 464-466 AMSTERDAM 200-210 WEST 83RD STREET, LLC		DE
AIMCO 510 EAST 88TH STREET PROPERTY, LLC		DE
AIMCO 514 EAST 88TH STREET, LLC		DE
AIMCO 656 ST. NICHOLAS, LLC		DE
AIMCO 759 ST. NICHOLAS, LLC		DE
AIMCO 88TH STREET/SECOND AVENUE PROPERTIES, LLC		DE
AIMCO ALL HALLOWS, LLC		DE
AIMCO ALLIANCE TOWERS PRESERVATION GP, LLC		DE
AIMCO ANCHORAGE, L.P.		DE
AIMCO ANGELES GP, LLC		DE
AIMCO ANTIOCH, L.L.C.		DE
AIMCO ARVADA HOUSE, LLC		DE
AIMCO ASHTON PARK SLP, LLC,		DE
AIMCO ASSOCIATED PROPERTIES, LP		DE
AIMCO ASSURANCE LTD.		BD
AIMCO AUBURN GLEN APARTMENTS, LLC		DE
AIMCO BALAYE APARTMENTS I, LLC		DE
AIMCO BALAYE APARTMENTS II, LLC		DE
AIMCO BAYBERRY HILL LAND, LLC		DE
AIMCO BAYVIEW, LLC		DE
AIMCO BEACON HILL PRESERVATION GP, LLC		DE
AIMCO BEAU JARDIN, L.P.		DE
AIMCO BEECH LAKE, L.L.C.		DE
AIMCO BENT TREE III, L.P.		DE
AIMCO BILTMORE, LLC		DE
AIMCO BOLTON NORTH, L.L.C.		DE
AIMCO BOSTON LOFTS, L.P.		DE
AIMCO BRE I, LLC		DE
AIMCO BRE II, LLC		DE


Entity Name		State Code

AIMCO BREAKERS, L.P.		DE
AIMCO BRIDGEWATER, L.P.		DE
AIMCO BROKERAGE SERVICES, INC.		MD
AIMCO BROOK RUN, L.L.C.		DE
AIMCO BROOKSIDE, L.L.C.		DE
AIMCO BROOKWOOD, L.P.		DE
AIMCO BUENA VISTA APARTMENTS GP, LLC		DE
AIMCO BUENA VISTA APARTMENTS, L.P.		DE
AIMCO BUTTERNUT CREEK PRESERVATION GP, LLC		DE
AIMCO CALHOUN CLUB, L.L.C.		DE
AIMCO CALHOUN, L.L.C.		DE
AIMCO CAMERON VILLAS, L.L.C.		DE
AIMCO CANTERBURY GARDENS PRESERVATION GP, LLC		DE
AIMCO CANTERBURY GREEN, L.L.C.		DE
AIMCO CAPITAL GP I, LLC		DE
AIMCO CAPITAL HOLDINGS FUND VI, LLC		DE
AIMCO CAPITAL HOLDINGS FUND VII, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND I, LIMITED PARTNERSHIP		CA
AIMCO CAPITAL TAX CREDIT FUND II, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND III, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND IV, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND IX, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND V, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND VI, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND VII, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND VIII, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND X, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND XI, LLC		DE
AIMCO CAPITAL TAX CREDIT I, INC.		CA
AIMCO CAPITAL TAX CREDIT MANAGEMENT II, LLC		DE
AIMCO CAPITAL TAX CREDIT MANAGEMENT III, LLC		DE
AIMCO CAPITAL, INC.		DE
AIMCO CARRIAGE HOUSE GP, LLC		DE
AIMCO CASA DE LAS HERMANITAS DEVCO, LLC		DE
AIMCO CASA DE MONTEREY GP, LLC		DE
AIMCO CASA DE MONTEREY, L.P.		DE
AIMCO CASTLE COURT APARTMENTS — FALL RIVER, LLC		DE
AIMCO CENTRAL PARK TOWNHOMES, LLC		DE
AIMCO CHATHAM HARBOR, L.L.C.		DE
AIMCO CHELSEA LAND, L.L.C.		DE
AIMCO CHELSEA MEMBER, L.L.C.		DE
AIMCO CHELSEA RIDGE, L.L.C.		DE
AIMCO CHESTNUT HALL GP, LLC		DE
AIMCO CHESTNUT HALL LIMITED PARTNERSHIP		DE
AIMCO CHESTNUT HILL GP, LLC		DE
AIMCO CK PROPERTIES, LLC		DE
AIMCO COLONIAL CREST, L.L.C.		DE
AIMCO COLONY, L.P.		DE
AIMCO COLUMBUS AVE., LLC		DE
AIMCO CONSTRUCTION SERVICES, LLC		DE
AIMCO COPPERWOOD, LLC		DE
AIMCO COUNTRY CLUB HEIGHTS, LLC		DE
AIMCO COUNTRY LAKES, L.L.C.		IL
AIMCO COVINGTON POINTE, L.P.		DE
AIMCO CREVENNA OAKS GP, LLC		DE
AIMCO CROSSINGS, LP		DE
AIMCO CROSSWOOD PARK APARTMENTS GP, LLC		DE
AIMCO CROSSWOOD PARK APARTMENTS, L.P.		DE
AIMCO CROWS NEST APARTMENTS, L.P.		DE
AIMCO CROWS NEST, L.P.		DE
AIMCO CYPRESS LANDING, L.L.C.		DE
AIMCO DEBALIVIERE PLACE I, L.P.		DE
AIMCO DEERBROOK, LLC		DE
AIMCO DEERFIELD, L.P.		DE


Entity Name		State Code

AIMCO DORAL OAKS, L.P.		DE
AIMCO EAST FARM VILLAGE PRESERVATION GP, LLC		DE
AIMCO ELM CREEK, L.P.		DE
AIMCO EQUITY SERVICES, INC.		VA
AIMCO ESPLANADE AVENUE APARTMENTS, LLC		DE
AIMCO FALL RIVER II, L.L.C.		DE
AIMCO FALL RIVER, L.L.C.		DE
AIMCO FIELDCREST, L.P.		DE
AIMCO FLAMINGO HEALTH CLUB, LLC		DE
AIMCO FONDREN COURT, L.P.		DE
AIMCO FORESTLAKE APARTMENTS, LLC		DE
AIMCO FOUNTAIN PLACE PRESERVATION GP, LLC		DE
AIMCO FOX CREST, L.L.C.		DE
AIMCO FOXCHASE, L.P.		DE
AIMCO FRAMINGHAM, LLC		DE
AIMCO GALLERIA OFFICE, L.P.		DE
AIMCO GARDENS GP LLC		DE
AIMCO GLENS APARTMENTS, LLC		DE
AIMCO GP LA, L.P.		DE
AIMCO GRANADA, L.L.C.		DE
AIMCO GREENBRIAR PRESERVATION GP, LLC		DE
AIMCO GREENS OF NAPERVILLE, L.L.C.		DE
AIMCO GREENS, L.L.C.		DE
AIMCO GREENSPRING, L.P.		DE
AIMCO GREENTREE, L.P.		DE
AIMCO GROUP, L.P.		DE
AIMCO GS SWAP, LLC		DE
AIMCO HANOVER SQUARE/DIP, L.L.C.		DE
AIMCO HARBOR RIDGE II, L.L.C.		DE
AIMCO HARBOR RIDGE III, L.L.C.		DE
AIMCO HARLEM FUNDING, LLC		DE
AIMCO HASTINGS GREEN, L.P.		DE
AIMCO HEATHER RIDGE, L.P.		DE
AIMCO HEMET DEVCO, LLC		DE
AIMCO HERITAGE PARK, L.P.		DE
AIMCO HIGHLAND PARK LAND, LLC		DE
AIMCO HIGHLAND PARK, L.P.		DE
AIMCO HILLMEADE, LLC		DE
AIMCO HOLDINGS, L.P.		DE
AIMCO HOPKINS VILLAGE PRESERVATION GP, LLC		DE
AIMCO HORIZONS WEST APARTMENTS, LLC		DE
AIMCO HP/SWAP, LLC		DE
AIMCO HUDSON HARBOUR, LLC		DE
AIMCO HUNTER’S CROSSING, L.P.		DE
AIMCO HYDE PARK TOWER, L.L.C.		DE
AIMCO INDEPENDENCE GREEN, L.L.C.		DE
AIMCO INDIO DEVCO, LLC		DE
AIMCO IPLP, L.P.		DE
AIMCO JACQUES-MILLER, L.P.		DE
AIMCO KEY TOWERS, L.P.		DE
AIMCO KIRKWOOD HOUSE PRESERVATION GP, LLC		DE
AIMCO LA SALLE, LLC		DE
AIMCO LA VISTA, LLC		DE
AIMCO LAKE CASTLETON ARMS, L.L.C.		DE
AIMCO LAVALLE, L.L.C.		DE
AIMCO LEAHY SQUARE APARTMENTS, LLC		DE
AIMCO LJ TUCSON, L.P.		DE
AIMCO LOFTS HOLDINGS, L.P.		DE
AIMCO LORING TOWERS, LLC		DE
AIMCO LOS ARBOLES, L.P.		DE
AIMCO LP LA, LP		DE
AIMCO LT, L.P.		DE
AIMCO MAPLE BAY, L.L.C.		DE
AIMCO MAYFAIR VILLAGE, L.P.		DE


Entity Name		State Code

AIMCO MEADOWS AT ANDERSON MILL, L.P.		DE
AIMCO MERRILL HOUSE, L.L.C.		DE
AIMCO MICHIGAN MEADOWS HOLDINGS, L.L.C.		DE
AIMCO MICHIGAN MEADOWS, L.L.C.		DE
AIMCO MOUNTAIN VIEW APARTMENTS GP, LLC		DE
AIMCO MOUNTAIN VIEW APARTMENTS, L.P.		DE
AIMCO MOUNTAIN VIEW, L.L.C.		DE
AIMCO N.P. LOFTS, L.P.		DE
AIMCO NET LESSEE (BAYBERRY HILL), LLC		DE
AIMCO NET LESSEE (GEORGETOWN), LLC		DE
AIMCO NET LESSEE (MARLBORO), LLC		DE
AIMCO NET LESSEE (WATERFORD VILLAGE), LLC		DE
AIMCO NEW BALTIMORE, LLC		DE
AIMCO NEWBERRY PARK PRESERVATION GP, LLC		DE
AIMCO NON-ECONOMIC MEMBER, LLC		DE
AIMCO NORTH ANDOVER, L.L.C.		DE
AIMCO NORTHPOINT, L.L.C.		DE
AIMCO OAK FOREST I, L.L.C.		DE
AIMCO OAK FOREST II, L.L.C.		DE
AIMCO OAKBROOK, L.L.C.		DE
AIMCO OAKWOOD MIAMI, LLC		DE
AIMCO OAKWOOD, L.L.C.		DE
AIMCO OCEAN OAKS, L.L.C.		DE
AIMCO OLDE TOWN WEST III, L.P.		DE
AIMCO OXFORD HOUSE PRESERVATION GP, LLC		DE
AIMCO PACIFICA PARK APARTMENTS, LLC		DE
AIMCO PALM SPRINGS DEVCO, LLC		DE
AIMCO PANORAMA PARK PRESERVATION GP, LLC		DE
AIMCO PARK AT CEDAR LAWN, L.P.		DE
AIMCO PARK LA BREA HOLDINGS, LLC		DE
AIMCO PARK LA BREA SERVICES, LLC		DE
AIMCO PARK PLACE, LLC		DE
AIMCO PARKVIEW DEVCO, LLC		DE
AIMCO PARKWAYS GP, LLC		DE
AIMCO PATHFINDER VILLAGE APARTMENTS GP, LLC		DE
AIMCO PATHFINDER VILLAGE APARTMENTS, L.P.		DE
AIMCO PAVILION PRESERVATION GP, L.L.C.		DE
AIMCO PAVILION, G.P., L.L.C.		DE
AIMCO PAVILION, L.P., L.L.C.		DE
AIMCO PINE BLUFF VILLAGE PRESERVATION GP, LLC		DE
AIMCO PINE SHADOWS, L.L.C.		DE
AIMCO PINEBROOK, L.P.		DE
AIMCO PINES, L.P.		DE
AIMCO PLACID LAKE, L.P.		DE
AIMCO PLEASANT HILL, LLC		DE
AIMCO PLEASANT TERRACE/CREEKRIDGE SLP, LLC		DE
AIMCO PLUMMER VILLAGE, LLC		DE
AIMCO PROPERTIES FINANCE PARTNERSHIP, L.P.		DE
AIMCO PROPERTIES HOLDINGS, L.L.C.		DE
AIMCO PROPERTIES, LLC		DE
AIMCO QRS GP, LLC		DE
AIMCO RAMBLEWOOD, L.L.C.		DE
AIMCO RANDAL CROSSING, L.P.		DE
AIMCO REMINGTON, LLC		DE
AIMCO RIDGEWOOD LA LOMA DEVCO, LLC		DE
AIMCO RIVER CLUB, LLC		DE
AIMCO RIVER VILLAGE PRESERVATION GP, LLC		DE
AIMCO RIVERSIDE PARK, L.L.C.		DE
AIMCO RIVERWOODS GP, LLC		DE
AIMCO ROUND BARN MANOR GP, LLC		DE
AIMCO ROYAL CREST — NASHUA, L.L.C.		DE
AIMCO ROYAL GARDENS, L.L.C.		DE
AIMCO ROYAL PALMS, LLC		DE
AIMCO RUSCOMBE GARDENS SLP, LLC		DE


Entity Name		State Code

AIMCO SALEM PRESERVATION GP, LLC		DE
AIMCO SAN BRUNO APARTMENT PARTNERS, L.P.		DE
AIMCO SAN JOSE, LLC		DE
AIMCO SANDPIPER, L.P.		DE
AIMCO SCOTCHOLLOW APARTMENTS GP, LLC		DE
AIMCO SCOTCHOLLOW APARTMENTS, L.P.		DE
AIMCO SEASIDE POINT, L.P.		DE
AIMCO SELECT PROPERTIES, L.P.		DE
AIMCO SH, L.L.C.		DE
AIMCO SH, L.P.		DE
AIMCO SHOREVIEW, LLC		DE
AIMCO SIGNATURE POINT, L.P.		DE
AIMCO SILVER RIDGE, L.L.C.		DE
AIMCO SOMERSET LAKES, L.L.C.		DE
AIMCO SOUTH BAY VILLA, LLC		DE
AIMCO SOUTHRIDGE, L.P.		DE
AIMCO SOUTHWILLOW, LLC		DE
AIMCO STAFFORD STUDENT APARTMENTS GP, LLC		DE
AIMCO STERLING VILLAGE DEVCO, LLC		DE
AIMCO STONE POINTE, L.L.C.		DE
AIMCO STRAWBRIDGE SQUARE PRESERVATION GP, LLC		DE
AIMCO SUMMIT OAKS GP, LLC		DE
AIMCO SUNSET ESCONDIDO, L.L.C.		DE
AIMCO SUNSET VILLAGE, L.L.C.		DE
AIMCO SUNTREE PRESERVATION GP, LLC		DE
AIMCO SWISS VILLAGE, L.P.		DE
AIMCO TALBOT WOODS, LLC		DE
AIMCO TAMARAC PINES, LLC		DE
AIMCO TERRY MANOR, LLC		DE
AIMCO TIMBERMILL, L.P.		DE
AIMCO TOMPKINS TERRACE GP, LLC		DE
AIMCO TOR, L.L.C.		DE
AIMCO TOWERS OF WESTCHESTER PARK, LLC		DE
AIMCO TOWNSHIP AT HIGHLANDS APARTMENTS, LLC		DE
AIMCO TOWNSHIP AT HIGHLANDS, L.P.		DE
AIMCO TREE CARE DIVISION, LLC		DE
AIMCO UNIVERSITY WOODS II, L.L.C.		DE
AIMCO UT, L.P.		DE
AIMCO VAN NUYS PRESERVATION, LLC		DE
AIMCO VANTAGE POINTE, L.L.C.		DE
AIMCO VENEZIA, LLC		DE
AIMCO VERDES ASSOCIATES, L.L.C.		DE
AIMCO VILLA ASSOCIATES, L.L.C.		DE
AIMCO VILLA DEL SOL, L.L.C.		DE
AIMCO VILLAGE CREEK AT BROOKHILL, LLC		DE
AIMCO VILLAGE CROSSING, L.L.C.		DE
AIMCO VISTA DEL LAGOS, L.L.C.		DE
AIMCO WALNUT HILLS PRESERVATION GP, LLC		DE
AIMCO WARWICK, L.L.C.		DE
AIMCO WASHINGTON SQUARE WEST GP, LLC		DE
AIMCO WEATHERLY, L.P.		DE
AIMCO WESTMINSTER OAKS GP, LLC		DE
AIMCO WESTWOOD TERRACE GP, LLC		DE
AIMCO WEXFORD VILLAGE II, L.L.C.		DE
AIMCO WEXFORD VILLAGE, L.L.C.		DE
AIMCO WHITEFIELD PLACE, LLC		DE
AIMCO WILLIAMSBURG, L.L.C.		DE
AIMCO WILSON ACRES MANAGER, LLC		DE
AIMCO WILSON ACRES, LLC		DE
AIMCO WIMBLEDON SQUARE, L.L.C.		DE
AIMCO WINDGATE, L.L.C.		DE
AIMCO WINDWARD, LLC		DE
AIMCO WINTER GARDEN, LLC		DE
AIMCO WOODFIELD, L.L.C.		DE


Entity Name		State Code

AIMCO WOODLAND HILLS, LLC		DE
AIMCO WOODLAND RIDGE, L.P.		DE
AIMCO WOODLANDS, L.L.C.		DE
AIMCO WOODRIDGE, L.L.C.		DE
AIMCO WOODS OF BURNSVILLE, L.L.C.		DE
AIMCO WOODWAY OFFICE, L.P.		DE
AIMCO YORKTOWN, L.P.		DE
AIMCO/ALLENTOWN, L.L.C.		DE
AIMCO/ALLVIEW, L.L.C.		DE
AIMCO/APOLLO, L.L.C.		DE
AIMCO/AUGUSTA, L.L.C.		DE
AIMCO/BEACH, L.L.C.		DE
AIMCO/BETHESDA EMPLOYEE, L.L.C.		DE
AIMCO/BETHESDA GP, L.L.C.		DE
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC.		DE
AIMCO/BETHESDA HOLDINGS, INC.		DE
AIMCO/BETHESDA II, L.L.C.		DE
AIMCO/BETHESDA WILLIAMSBURG, L.L.C.		DE
AIMCO/BLUFFS, L.L.C.		DE
AIMCO/BRANDERMILL, L.L.C.		DE
AIMCO/BRANDON, L.L.C.		DE
AIMCO/BRANDYWINE, L.P.		DE
AIMCO/CASSELBERRY, L.L.C.		DE
AIMCO/CHARLESTON, L.L.C.		DE
AIMCO/CHICKASAW, L.L.C.		DE
AIMCO/CHIMNEYTOP, L.L.C.		DE
AIMCO/COLD HARBOR GP, LLC		DE
AIMCO/COLONNADE, L.L.C.		DE
AIMCO/COLONNADE, L.P.		DE
AIMCO/CONTINENTAL PLAZA LIMITED GP, LLC		DE
AIMCO/DFW APARTMENT INVESTORS GP, LLC		DE
AIMCO/DFW RESIDENTIAL INVESTORS GP, LLC		DE
AIMCO/DUNLOP TOBACCO ASSOCIATES GP, LLC		DE
AIMCO/FARMINGDALE, L.L.C.		DE
AIMCO/FOX VALLEY, L.L.C.		DE
AIMCO/FOXTREE, L.L.C.		DE
AIMCO/FOXTREE, L.P.		DE
AIMCO/FREEDOM PLACE, L.L.C.		DE
AIMCO/FREEDOM PLACE, L.P.		DE
AIMCO/GALLERIA PARK ASSOCIATES GP, LLC		DE
AIMCO/GREENVILLE, L.L.C.		DE
AIMCO/GROVETREE, L.L.C.		DE
AIMCO/GROVETREE, L.P.		DE
AIMCO/HIDDENTREE, L.L.C.		DE
AIMCO/HIDDENTREE, L.P.		DE
AIMCO/HIL, L.L.C.		DE
AIMCO/HOLLIDAY ASSOCIATES GP, LLC		DE
AIMCO/ISLANDTREE, L.L.C.		DE
AIMCO/ISLANDTREE, L.P.		DE
AIMCO/KINGS, L.L.C.		DE
AIMCO/KIRKMAN, L.L.C.		DE
AIMCO/LAKE RIDGE, L.L.C.		DE
AIMCO/LANTANA, L.L.C.		DE
AIMCO/LEXINGTON, L.L.C.		DE
AIMCO/MIDDLETOWN, L.L.C.		DE
AIMCO/MINNEAPOLIS ASSOCIATES GP, LLC		DE
AIMCO/NASHUA, L.L.C.		DE
AIMCO/NEW WFA ASSOCIATES PARTNER, LLC		DE
AIMCO/NEWPORT, L.L.C.		DE
AIMCO/NHP PARTNERS, L.P.		DE
AIMCO/NHP PROPERTIES, INC.		DE
AIMCO/NORTH WOODS, L.L.C.		DE
AIMCO/OLDE MILL INVESTORS GP, LLC		DE
AIMCO/OLDE MILL, LLC		MD


Entity Name		State Code

AIMCO/ONE LINWOOD ASSOCIATES GP, LLC		DE
AIMCO/ORCHIDTREE, L.L.C.		DE
AIMCO/ORCHIDTREE, L.P.		DE
AIMCO/PALM BEACH, L.L.C.		DE
AIMCO/PAM PROPERTIES, L.P.		DE
AIMCO/PARK TOWNE PLACE ASSOCIATES GP, LLC		DE
AIMCO/PINELLAS, L.L.C.		DE
AIMCO/RALS, L.P.		DE
AIMCO/RAVENSWORTH ASSOCIATES GP, LLC		DE
AIMCO/RIVERSIDE PARK ASSOCIATES GP, LLC		DE
AIMCO/RUNAWAY BAY, L.L.C.		DE
AIMCO/SA, L.L.C.		DE
AIMCO/SAND CASTLES I, L.P.		DE
AIMCO/SAND CASTLES, L.P.		DE
AIMCO/SCHAUMBURG, L.L.C.		DE
AIMCO/SHADETREE, L.L.C.		DE
AIMCO/SHADETREE, L.P.		DE
AIMCO/SHADOW LAKE, L.P.		DE
AIMCO/SOUTHRIDGE, L.L.C.		DE
AIMCO/SOUTHWEST PARKWAY GP, LLC		DE
AIMCO/SPARTANBURG, L.L.C.		DE
AIMCO/SPRINGHILL LAKE INVESTORS GP, LLC		DE
AIMCO/STANDPOINT VISTA GP, LLC		DE
AIMCO/STONEGATE, L.P.		DE
AIMCO/SWAP, L.L.C.		DE
AIMCO/TEXAS APARTMENT INVESTORS GP, LLC		DE
AIMCO/THE HILLS I, L.P.		DE
AIMCO/THE HILLS, L.P.		DE
AIMCO/THREE WFA GP, LLC		DE
AIMCO/THREE WFA LP, LLC		DE
AIMCO/TIDEWATER, L.L.C.		DE
AIMCO/TIMBERTREE, L.L.C.		DE
AIMCO/TIMBERTREE, L.P.		DE
AIMCO/TRAVIS ONE, L.P.		DE
AIMCO/WAI ASSOCIATES GP, LLC		DE
AIMCO/WAI ASSOCIATES LP, LLC		DE
AIMCO/WESTRIDGE, L.L.C.		DE
AIMCO/WICKERTREE, L.L.C.		DE
AIMCO/WICKERTREE, L.P.		DE
AIMCO/WIGI-STRATFORD GP, LLC		DE
AIMCO/WINDSOR LANDING, L.L.C.		DE
AIMCO/WINDSOR LANDING, L.P.		DE
AIMCO/WINROCK-HOUSTON GP, LLC		DE
AIMCO/WINTHROP GROWTH INVESTORS 1 GP, LLC		DE
AIMCO/WINTHROP TEXAS INVESTORS GP, LLC		DE
AIMCO/WOODHOLLOW I, L.P.		DE
AIMCO/WOODHOLLOW, L.P.		DE
AJ ONE LIMITED PARTNERSHIP		DE
AJ TWO LIMITED PARTNERSHIP		DE
ALL HALLOWS ASSOCIATES, L.P.		CA
ALL HALLOWS PRESERVATION, L.P.		CA
ALLENTOWN-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
ALLIANCE TOWERS LIMITED PARTNERSHIP		OH
ALLIANCE TOWERS PRESERVATION, L.P.		DE
ALLVIEW-OXFORD LIMITED PARTNERSHIP		MD
AMBASSADOR APARTMENTS, L.P.		DE
AMBASSADOR CRM FLORIDA PARTNERS LIMITED PARTNERSHIP		DE
AMBASSADOR FLORIDA PARTNERS LIMITED PARTNERSHIP		DE
AMBASSADOR I, L.P.		IL
AMBASSADOR II JV GP, LLC		DE
AMBASSADOR II JV, L.P.		DE
AMBASSADOR III, L.P.		DE
AMBASSADOR IV, L.P.		DE
AMBASSADOR IX, L.P.		DE


Entity Name		State Code

AMBASSADOR TEXAS PARTNERS, L.P.		DE
AMBASSADOR V, L.P.		DE
AMBASSADOR VI, L.P.		DE
AMBASSADOR VII, L.P.		DE
AMBASSADOR VIII, L.P.		DE
AMBASSADOR X, L.P.		DE
AMBASSADOR XI, L.P.		DE
ANCHORAGE PARTNERS, A TEXAS LIMITED PARTNERSHIP		TX
ANDERSON OAKS LIMITED PARTNERSHIP		WA
ANGELES INCOME PROPERTIES, LTD. 6		CA
ANGELES INCOME PROPERTIES, LTD. II		CA
ANGELES INVESTMENT PROPERTIES, INC.		CA
ANGELES OPPORTUNITY PROPERTIES LTD GP LP		CA
ANGELES OPPORTUNITY PROPERTIES, LTD., A CALIFORNIA LIMITED PARTNERSHIP		CA
ANGELES PARTNERS X		CA
ANGELES PARTNERS X GP LIMITED PARTNERSHIP		SC
ANGELES PARTNERS XI		CA
ANGELES PARTNERS XII		CA
ANGELES PARTNERS XII GP LIMITED PARTNERSHIP		SC
ANGELES PROPERTIES, INC.		CA
ANGELES REALTY CORPORATION		CA
ANGELES REALTY CORPORATION II		CA
AP XI FOX RUN GP, L.L.C.		SC
AP XII ASSOCIATES GP, L.L.C.		SC
AP XII TWIN LAKE TOWERS, L.P.		DE
APARTMENT ASSOCIATES, LTD.		TX
APARTMENT CCG 17, L.L.C.		SC
APARTMENT CCG 17, L.P.		CA
APARTMENT CREEK 17A LLC		CO
APARTMENT LODGE 17, L.L.C.		SC
APARTMENT LODGE 17A LLC		CO
APOLLO-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
ARC II/AREMCO PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP		CA
ARMITAGE COMMONS ASSOCIATES		IL
ARROWSMITH, LTD.		TX
ARVADA HOUSE PRESERVATION LIMITED PARTNERSHIP		CO
ASHLAND MANOR LIMITED PARTNERSHIP		OH
ASPEN POINT, L.P.		DE
ASPEN-STRATFORD APARTMENT COMPANY C.		NJ
ASPEN-STRATFORD APARTMENTS COMPANY B		NJ
ATLANTA ASSOCIATES LIMITED PARTNERSHIP		MA
ATLANTIC IX, L.L.C.		MI
ATRIUMS OF PLANTATION JV GP, LLC		DE
ATRIUMS OF PLANTATION JV, L.P.		DE
AUGUSTA-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
AVON DEVELOPMENT COMPANY		PA
BAISLEY PARK ASSOCIATES LIMITED PARTNERSHIP		NY
BALDWIN OAKS ELDERLY, LTD.		NJ
BALDWIN TOWERS ASSOCIATES		PA
BANGOR HOUSE PROPRIETARY LIMITED PARTNERSHIP		ME
BANNEKER, BENJAMIN PLAZA ASSOCIATES		PA
BANNOCK ARMS SECOND LIMITED PARTNERSHIP		CA
BARNESBORO ASSOCIATES, A PENNSYLVANIA LIMITED PARTNERSHIP		PA
BAY PARC PLAZA APARTMENTS, L.P.		DE
BAYBERRY HILL, L.L.C.		DE
BAYHEAD VILLAGE ASSOCIATES, L.P.		IN
BAYVIEW HUNTERS POINT APARTMENTS, L.P.		CA
BAYVIEW PRESERVATION, L.P.		CA
BEACH-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
BEACON HILL PRESERVATION LIMITED PARTNERSHIP		DE
BEAUTIFUL VILLAGE REDEVELOPMENT COMPANY LIMITED PARTNERSHIP		NY
BEDFORD HOUSE, LTD.		OH
BELLAIR MANOR, LTD.		OH
BELLERIVE ASSOCIATES LIMITED PARTNERSHIP		MO


Entity Name		State Code

BENSALEM GARDEN ASSOCIATES LIMITED PARTNERSHIP		PA
BENT TREE II-OXFORD ASSOCIATES LIMITED PARTNERSHIP		IN
BENT TREE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		IN
BEREA SINGLE FAMILY HOMES, LTD.		KY
BERKELEY GARDENS LIMITED PARTNERSHIP		MD
BERKLEY LIMITED PARTNERSHIP		VA
BETHANY HIDDEN LAKE APARTMENTS, LLC		DE
BETHANY LEGEND OAKS APARTMENTS, LLC		DE
BETHANY SUN LAKE APARTMENTS, LLC		DE
BETHEL COLUMBUS CORPORATION		MD
BETHEL COLUMBUS-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
BETHLEHEM DEVELOPMENT COMPANY		PA
BEVILLE-ISLAND CLUB APARTMENTS PARTNERS, L.P.		DE
BEXLEY HOUSE GP, L.L.C.		SC
BEXLEY HOUSE, L.P.		DE
BIG WALNUT, L.P.		DE
BILTMORE APARTMENTS, LTD.		OH
BLAKEWOOD PROPERTIES ASSOCIATES		GA
BLANCHARD APARTMENTS ASSOCIATES LIMITED PARTNERSHIP		WA
BLOOMSBURG ELDERLY ASSOCIATES		PA
BLUE ASH-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
BOLTON NORTH PRESERVATION LIMITED PARTNERSHIP		DE
BRANDEMERE-REO, L.P.		TX
BRANDERMILL-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
BRANDON-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
BRANT ROCK CONDOMINIUMS JV GP, LLC		DE
BRANT ROCK CONDOMINIUMS JV, L.P.		DE
BRIARCLIFFE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MI
BRIDGEWATER PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP		TX
BRIGHTON CREST, L.P.		SC
BRIGHTON GP, L.L.C.		SC
BRIGHTON MEADOWS ASSOCIATES, AN INDIANA LIMITED PARTNERSHIP		IN
BRIGHTWOOD MANOR ASSOCIATES		PA
BRINTON MANOR NO. 1 ASSOCIATES		PA
BRINTON TOWERS ASSOCIATES		PA
BROAD RIVER PROPERTIES, L.L.C.		DE
BROADMOOR APARTMENTS ASSOCIATES LTD. PARTNERSHIP		SC
BROADWAY GLEN ASSOCIATES		MA
BROOK RUN ASSOCIATES, L.P.		IL
BROOKVIEW APARTMENTS COMPANY LIMITED		AL
BROOKWOOD LIMITED PARTNERSHIP		IL
BURKE II — OXFORD ASSOCIATES LIMITED PARTNERSHIP		VA
BURKE-OXFORD ASSOCIATES, A LIMITED PARTNERSHIP		VA
BURKSHIRE COMMONS APARTMENTS PARTNERS, L.P.		DE
BURNSVILLE APARTMENTS LIMITED PARTNERSHIP		MN
BUTTERNUT CREEK ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION		MI
BUTTERNUT CREEK PRESERVATION LIMITED PARTNERSHIP		DE
BUYERS ACCESS LLC		DE
CACHE CREEK PARTNERS, L.P.		CA
CALHOUN BUILDERS, INC. D/B/A PATMAN SWITCH ASSOCIATES, A LOUISIANA PARTNERSHIP IN COMMENDAM		LA
CALIFORNIA SQUARE II LIMITED PARTNERSHIP		KY
CALIFORNIA SQUARE LIMITED PARTNERSHIP		KY
CALMARK HERITAGE PARK II LIMITED PARTNERSHIP		CA
CALMARK INVESTORS, LTD., A CALIFORNIA LIMITED PARTNERSHIP		CA
CALMARK/FORT COLLINS, INC.		CA
CALMARK/FORT COLLINS, LTD.		CA
CAMARILLO-ROSEWOOD ASSOCIATES LIMITED PARTNERSHIP		CA
CAMBRIDGE HEIGHTS APARTMENTS LIMITED PARTNERSHIP		MS
CAMPBELL HEIGHTS ASSOCIATES LIMITED PARTNERSHIP		DC
CANTERBURY GARDENS PRESERVATION LIMITED PARTNERSHIP		DE
CANTERBURY LIMITED PARTNERSHIP		IN
CANTERBURY SERVICES LLC		DE
CAPTIVA CLUB JV GP, LLC		DE
CAPTIVA CLUB JV, LLC		DE


Entity Name		State Code

CARPENTER-OXFORD ASSOCIATES II LIMITED PARTNERSHIP		MD
CARPENTER-OXFORD, L.L.C.		MD
CARRIAGE APX, A MICHIGAN LIMITED PARTNERSHIP		MI
CARRIAGE APX, INC.		MI
CARRIAGE HOUSE PRESERVATION, L.P.		DE
CARROLLWOOD LAKESIDE NORTH PARTNERS, LTD.		FL
CASA DE LAS HERMANITAS LIMITED PARTNERSHIP		CA
CASDEN OFFICE HOLDINGS LLC		DE
CASSELBERRY INVESTORS, L.L.C.		MD
CASSELBERRY-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
CASTLE PARK ASSOCIATES LIMITED PARTNERSHIP		MO
CASTLE ROCK JOINT VENTURE		TX
CASTLEWOOD ASSOCIATES, L.P.		IA
CCIP INDIAN CREEK VILLAGE, L.L.C.		DE
CCIP KNOLLS, L.L.C.		DE
CCIP LOFT, L.L.C.		DE
CCIP PALM LAKE, L.L.C.		DE
CCIP PLANTATION GARDENS, L.L.C.		DE
CCIP REGENCY OAKS, L.L.C.		DE
CCIP SOCIETY PARK EAST, L.L.C.		DE
CCIP STERLING, L.L.C.		DE
CCIP STERLING, L.P.		PA
CCIP/2 CANYON CREST, L.L.C.		DE
CCIP/2 HIGHCREST, L.L.C.		DE
CCIP/2 VILLAGE BROOKE, L.L.C.		DE
CCIP/2 WINDEMERE, L.L.C.		DE
CCIP/2 WINDEMERE, L.P.		DE
CCIP/3 SANDPIPER, LLC		DE
CCIP/3 WILLIAMSBURG MANOR, LLC		DE
CCP IV ARBOURS OF HERMITAGE, LLC		DE
CCP IV ASSOCIATES, LTD.		TX
CCP IV KNOLLWOOD, LLC		DE
CCP/III VILLAGE GREEN GP, INC.		SC
CCP/IV APARTMENTS GP, L.L.C.		SC
CCP/IV CITADEL GP, L.L.C.		SC
CCP/IV RESIDENTIAL GP, L.L.C.		SC
CENTENNIAL/FT. WAYNE ASSOCIATES, L.P.		IN
CENTER CITY ASSOCIATES		PA
CENTER SQUARE ASSOCIATES		PA
CENTRAL PARK TOWERS LIMITED PARTNERSHIP		KS
CENTRAL WOODLAWN REHABILITATION JOINT VENTURE		IL
CENTURY LAKESIDE PLACE, L.P.		TX
CENTURY PENSION INCOME FUND XXIV, A CALIFORNIA LIMITED PARTNERSHIP		CA
CENTURY PROPERTIES FUND XIV L.P.		CA
CENTURY PROPERTIES FUND XIX		CA
CENTURY PROPERTIES FUND XV		CA
CENTURY PROPERTIES FUND XVI		CA
CENTURY PROPERTIES FUND XVII		CA
CENTURY PROPERTIES GROWTH FUND XXII, A CALIFORNIA LIMITED PARTNERSHIP		CA
CENTURY STONEY GREENS, L.P.		CA
CENTURY SUN RIVER, LIMITED PARTNERSHIP		AZ
CHA PROPERTIES, INC.		DE
CHANTILLY PARTNERS LIMITED PARTNERSHIP		VA
CHAPEL HOUSING LIMITED PARTNERSHIP		MD
CHARLESTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
CHESAPEAKE APARTMENTS JV GP, LLC		DE
CHESAPEAKE APARTMENTS JV, L.P.		DE
CHESAPEAKE-OXFORD COUNTY ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
CHESTNUT HILL ASSOCIATES LIMITED PARTNERSHIP		DE
CHESWICK-OXFORD ASSOCIATES, L.P.		IN
CHICKASAW-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
CHIMNEYTOP-OXFORD ASSOCIATES L.P.		IN
CHURCH STREET ASSOCIATES LIMITED PARTNERSHIP		IL
CHURCHVIEW GARDENS LIMITED PARTNERSHIP		PA


Entity Name		State Code

CIDER MILL ASSOCIATES, A PENNSYLVANIA LIMITED PARTNERSHIP		PA
CIMARRON ACQUISITION, L.P.		MO
CINCINNATI CORPORATION		MD
CITRUS GROVE JV GP, LLC		DE
CITRUS GROVE JV, L.P.		DE
CITRUS SUNSET JV GP, LLC		DE
CITRUS SUNSET JV, LLC		DE
CITY HEIGHTS DEVELOPMENT COMPANY		PA
CITY LINE ASSOCIATES LIMITED PARTNERSHIP		VA
CK-GP II, INC.		DE
CK-LP II, INC.		DE
CLEAR LAKE LAND PARTNERS, LTD.		TX
CLINTON MANOR, A LIMITED PARTNERSHIP		SC
CLOVERLANE FOUR CORPORATION		MD
CLOVERLANE FOUR-OXFORD LIMITED PARTNERSHIP		MD
CLOVERLANE III CORPORATION		MD
CLOVERLANE III-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
CLUB APARTMENT ASSOCIATES LIMITED PARTNERSHIP		NC
COACHLIGHT APARTMENTS CO.		MI
COATESVILLE TOWERS		PA
COLCHESTER STAGE II COMPANY		MI
COLD SPRING SINGLE FAMILY HOMES, LTD.		KY
COLLEGE PARK APARTMENTS, A LIMITED PARTNERSHIP		PA
COLONIAL CREST LIMITED PARTNERSHIP		IL
COLUMBUS III-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
COMMUNITY CIRCLE II, LTD.		OH
CONCAP CITADEL ASSOCIATES, LTD.		TX
CONCAP EQUITIES, INC.		DE
CONCAP HOLDINGS, INC.		TX
CONCAP RIVER’S EDGE ASSOCIATES, LTD.		TX
CONCAP VILLAGE GREEN ASSOCIATES, LTD.		TX
CONGRESS REALTY COMPANIES LIMITED PARTNERSHIP		MA
CONGRESS REALTY CORP.		MA
CONNECTICUT COLONY ASSOCIATES LIMITED PARTNERSHIP		GA
CONSOLIDATED CAPITAL GROWTH FUND		CA
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES		CA
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3		CA
CONSOLIDATED CAPITAL PROPERTIES III		CA
CONSOLIDATED CAPITAL PROPERTIES IV		CA
CONTINENTAL APARTMENTS		MI
CONTINENTAL PLAZA ASSOCIATES LIMITED PARTNERSHIP		IL
CONTINENTAL PLAZA LIMITED PARTNERSHIP		IL
COOPER RIVER PROPERTIES, L.L.C.		DE
COOPER’S POINTE CPGF 22, L.P.		DE
COPPER CHASE APARTMENTS JV GP, LLC		DE
COPPER CHASE APARTMENTS JV, L.P.		DE
COPPER CHASE PARTNERS L.P.		IL
COPPER MILL CPGF 22, L.P.		DE
COPPERFIELD APARTMENTS JV GP, LLC		DE
COPPERFIELD APARTMENTS JV, L.P.		TX
COPPERWOOD IV LIMITED PARTNERSHIP		TX
COPPERWOOD LIMITED PARTNERSHIP		TX
COPPERWOOD PRESERVATION, LP		TX
CORINTH SQUARE ASSOCIATES		KS
COUCH-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
COUCH-OXFORD, L.L.C.		MD
COURTYARD-OXFORD ASSOCIATES L.P.		IN
COVENTRY SQUARE APARTMENTS JV GP, LLC		DE
COVENTRY SQUARE APARTMENTS JV, L.P.		TX
CPF 16 WOODS OF INVERNESS GP, L.L.C.		SC
CPF XIV/SUN RIVER, INC.		AZ
CPF XV/LAKESIDE PLACE, INC.		TX
CPGF 22 COOPER’S POINTE GP, L.L.C.		SC
CPGF 22 COPPER MILL GP, L.L.C.		SC


Entity Name		State Code

CPGF 22 FOUR WINDS GP, L.L.C.		SC
CPGF 22 HAMPTON GREENS GP, L.L.C.		SC
CPGF 22 PLANTATION CREEK GP, L.L.C.		SC
CPGF 22 WOOD CREEK GP, L.L.C.		SC
CRAGIN SERVICE CORPORATION		IL
CRC CONGRESS REALTY CORP.		MA
CREEKSIDE GARDENS INVESTMENT COMPANY		CO
CREEKVIEW ASSOCIATES		PA
CREEKWOOD ASSOCIATES, L.P.		MO
CREVENNA OAKS PRESERVATION, L.P.		DE
CROCKETT MANOR APARTMENTS, A LIMITED PARTNERSHIP		TN
CROSSINGS OF BELLEVUE JV GP, LLC		DE
CROSSINGS OF BELLEVUE JV, L.P.		DE
CROWS NEST PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP		TX
CRPTEX, INC.		TX
CUMBERLAND COURT ASSOCIATES		PA
CYPRESS LANDING ASSOCIATES		IL
CYPRESS LANDING LIMITED PARTNERSHIP		IL
D & B HOUSING OPPORTUNITIES LIMITED PARTNERSHIP IV		MO
DALLAS-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
DARBY TOWNHOUSES LIMITED PARTNERSHIP		PA
DARBY TOWNHOUSES PRESERVATION GENERAL PARTNER, L.L.C.		DE
DAVIDSON DIVERSIFIED PROPERTIES, INC.		TN
DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.		DE
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.		DE
DAVIDSON GP, L.L.C.		SC
DAVIDSON GROWTH PLUS GP CORPORATION		DE
DAVIDSON GROWTH PLUS GP LIMITED PARTNERSHIP		DE
DAVIDSON GROWTH PLUS, L.P.		DE
DAVIDSON III GP LIMITED PARTNERSHIP		SC
DAVIDSON INCOME REAL ESTATE, L.P.		DE
DAVIDSON IRE ASSOCIATES, L.P.		SC
DAVIDSON PROPERTIES, INC.		TN
DAWSON SPRINGS, LTD.		OH
DAYTON III CORPORATION		MD
DAYTON III-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
DBL PROPERTIES CORPORATION		NY
DEERCROSS-OXFORD ASSOCIATES, L.P.		IN
DELCAR-S, LTD.		TX
DELHAVEN MANOR, LTD.		MS
DELIVERANCE TEMPLE APARTMENTS NO. 2 LIMITED PARTNERSHIP		CA
DELTA SQUARE-OXFORD LIMITED PARTNERSHIP		MD
DELTA SQUARE-OXFORD, L.L.C.		MD
DENNY PLACE LIMITED PARTNERSHIP		CA
DFW APARTMENT INVESTORS LIMITED PARTNERSHIP		DE
DFW RESIDENTIAL INVESTORS LIMITED PARTNERSHIP		DE
DGP VILLAGE GP, LLC		DE
DGP VILLAGE LAND, LLC		DE
DGP VILLAGE, L.P.		DE
DIP LIMITED PARTNERSHIP		VA
DIP LIMITED PARTNERSHIP II		VA
DISCOVERY LIMITED PARTNERSHIP		MD
DIVERSIFIED EQUITIES, LIMITED		TN
D-O ASSOCIATES, L.L.C.		MD
DORAL LIMITED PARTNERSHIP		PA
DOYLE ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION		MI
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II LIMITED PARTNERSHIP		NY
DRUID HILLS APARTMENTS LIMITED PARTNERSHIP		SC
EAST CENTRAL TOWERS ASSOCIATES LIMITED PARTNERSHIP		IN
EAST FARM VILLAGE PRESERVATION LIMITED PARTNERSHIP		DE
EAST HAVEN REAL ESTATE ASSOCIATES LIMITED PARTNERSHIP		MA
EAST WINDSOR 255 LIMITED PARTNERSHIP		DE
EASTRIDGE APARTMENTS A LIMITED PARTNERSHIP		PA
EASTRIDGE ASSOCIATES		PA


Entity Name		State Code

EDEN-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
EIGHTH SPRINGHILL LAKE LIMITED PARTNERSHIP		MD
ELDERLY HOUSING ASSOCIATES LIMITED PARTNERSHIP		MD
ELKHART TOWN AND COUNTRY LIMITED PARTNERSHIP		IN
ENGLISH MANOR JOINT VENTURE		TX
EVEREST INVESTORS 5, LLC		CA
EVEREST WINGFIELD, L.P.		KS
EVERGREEN CLUB LIMITED PARTNERSHIP		MA
FAIRBURN AND GORDON ASSOCIATES II LIMITED PARTNERSHIP		GA
FAIRWOOD ASSOCIATES		CA
FARMINGDALE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		IL
FAYETTE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
FAYETTE-OXFORD CORPORATION		MD
FERNWOOD LTD., LIMITED PARTNERSHIP		MA
FIELD ASSOCIATES		RI
FIFTH SPRINGHILL LAKE LIMITED PARTNERSHIP		MD
FINLAY INTERESTS MT 2, LTD.		FL
FIRST ALEXANDRIA ASSOCIATES LIMITED PARTNERSHIP		VA
FIRST SPRINGHILL LAKE LIMITED PARTNERSHIP		MD
FIRST WINTHROP CORPORATION		DE
FISHERMAN’S LANDING APARTMENTS LIMITED PARTNERSHIP		FL
FISHERMAN’S LANDING JV GP, LLC		DE
FISHERMAN’S LANDING JV, L.P.		DE
FISHERMAN’S VILLAGE-OXFORD ASSOCIATES, L.P.		IN
FISHERMAN’S WHARF PARTNERS, A TEXAS LIMITED PARTNERSHIP		TX
FISHWIND CORPORATION		MD
FLAMINGO MIAMI, LLC		DE
FLORIDA HOUSE — OXFORD ASSOCIATES		IL
FMI LIMITED PARTNERSHIP		PA
FONDREN COURT PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP		TX
FOOTHILL CHIMNEY ASSOCIATES LIMITED PARTNERSHIP		GA
FOREST GARDENS ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
FORT CARSON ASSOCIATES LIMITED PARTNERSHIP		CO
FORT COLLINS COMPANY, LTD., A CALIFORNIA LIMITED PARTNERSHIP		CA
FOUNTAIN PLACE PRESERVATION, L.P.		DE
FOUNTAIN PLACE-OXFORD ASSOCIATES, L.P.		IN
FOUR QUARTERS HABITAT APARTMENTS ASSOCIATES, LTD.		FL
FOURTH SPRINGHILL LAKE LIMITED PARTNERSHIP		MD
FOX ASSOCIATES ‘84		CA
FOX GROWTH PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP		CA
FOX RUN AP XI, L.P.		SC
FOX RUN APARTMENTS, LTD.		TX
FOX STRATEGIC HOUSING INCOME PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP		CA
FOX VALLEY TWO-OXFORD LIMITED PARTNERSHIP		MD
FOX VALLEY-OXFORD LIMITED PARTNERSHIP		MD
FOXFIRE ASSOCIATES LIMITED PARTNERSHIP		SC
FOXFIRE LIMITED DIVIDEND HOUSING ASSOCIATION		MI
FRANKLIN CHANDLER ASSOCIATES		PA
FRANKLIN EAGLE ROCK ASSOCIATES		PA
FRANKLIN NEW YORK AVENUE ASSOCIATES		PA
FRANKLIN SQUARE SCHOOL ASSOCIATES LIMITED PARTNERSHIP		MD
FRANKLIN WOODS ASSOCIATES		PA
FREEMAN EQUITIES, LIMITED		TN
FRENCH EMBASSY ASSOCIATES, L.P.		MO
FRIENDSET HOUSING COMPANY LIMITED PARTNERSHIP		NY
FRIENDSHIP COURT LIMITED PARTNERSHIP		SC
FRIO HOUSING, LTD.		TX
G.P. MUNICIPAL HOLDINGS, L.L.C.		DE
GADSDEN TOWERS, LTD.		AL
GALLERIA PARK ASSOCIATES LIMITED PARTNERSHIP		MA
GARY MANOR ASSOC. LIMITED PARTNERSHIP		IN
GATE MANOR APARTMENTS, LTD., A TENNESSEE LIMITED PARTNERSHIP		TN
GATEWAY-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
GC SOUTHEAST PARTNERS, L.P.		DE


Entity Name		State Code

GEORGETOWN 20Y APARTMENTS, L.L.C.		DE
GEORGETOWN MANAGEMENT, INC.		CA
GLENBROOK LIMITED PARTNERSHIP		MA
GLENDALE TERRACE LIMITED PARTNERSHIP		SC
GLENOAKS TOWNHOMES LIMITED PARTNERSHIP		CA
GLENWOOD-OXFORD HOUSING ASSOCIATION LIMITED PARTNERSHIP		IN
GOLER METROPOLITAN APARTMENTS LIMITED PARTNERSHIP		NC
GOOSE HOLLOW VILLAGE LIMITED PARTNERSHIP		OR
GOVERNORS PARK APARTMENTS VII LIMITED PARTNERSHIP		SC
GP REAL ESTATE SERVICES II INC.		DE
GP SERVICES II, INC.		SC
GP SERVICES IV, INC.		SC
GP SERVICES V, INC.		SC
GP SERVICES VI, INC.		SC
GP SERVICES XI, INC.		SC
GP SERVICES XV, INC.		SC
GP-OP PROPERTY MANAGEMENT, LLC		DE
GRAND PLAZA PRESERVATION GP, LLC		DE
GRAND PLAZA PRESERVATION, L.P.		CA
GREAT SOUTHWEST GP, L.L.C.		SC
GREATER HARTFORD ASSOCIATES LIMITED PARTNERSHIP		CT
GREENBRIAR PRESERVATION, L.P.		DE
GREENBRIAR-OXFORD ASSOCIATES L.P.		IN
GREENFAIR TOWER II CALIFORNIA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP		CA
GREENSPRING-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
GREENTREE ASSOCIATES		IL
GREENVILLE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
GROSVENOR HOUSE ASSOCIATES LIMITED PARTNERSHIP		MD
GRUPO ALN SANTA FE, LLC		DE
GSSW-REO DALLAS, L.P.		TX
GSSW-REO PEBBLE CREEK, L.P.		TX
GSSW-REO TIMBERLINE LIMITED PARTNERSHIP		TX
GULF COAST HOLDINGS, LTD.		AL
GULFGATE PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP		TX
GULFPORT APARTMENTS, LTD., LIMITED PARTNERSHIP		MS
GWYNED PARTNERS LIMITED PARTNERSHIP		PA
H.R.H. PROPERTIES I, LTD.		OH
HAMLIN ESTATES LIMITED PARTNERSHIP		CA
HAMPTON GREENS CPGF 22, L.P.		DE
HAMPTON HILL APARTMENTS JV GP, LLC		DE
HAMPTON HILL APARTMENTS JV, L.P.		TX
HARBOR RIDGE II ASSOCIATES LIMITED PARTNERSHIP		OH
HARBOR RIDGE III ASSOCIATES LIMITED PARTNERSHIP		OH
HARRIS PARK LIMITED PARTNERSHIP		NY
HASTINGS GREEN PARTNERS, LTD. A TEXAS LIMITED PARTNERSHIP		TX
HASTINGS PLACE APARTMENTS JV GP, LLC		DE
HASTINGS PLACE APARTMENTS JV, L.P.		TX
HATILLO HOUSING ASSOCIATES		MA
HC/OAC, L.L.C.		MD
HCW GENERAL PARTNER, LIMITED PARTNERSHIP		TX
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP		MA
HEATHERWOOD-REO, L.P.		TX
HEMET ESTATES AFFORDABLE, L.P.		CA
HEMET ESTATES LIMITED PARTNERSHIP		CA
HENNA TOWNHOMES, LTD.		TX
HENRIETTA-OXFORD ASSOCIATES LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP		MD
HERITAGE PARK II INC.		DE
HERITAGE SQUARE, LTD.		TX
HIBBEN FERRY I APARTMENT PARTNERS, L.P.		DE
HIBBEN FERRY RECREATION, INC.		SC
HICKORY HEIGHTS APARTMENTS, A LIMITED PARTNERSHIP		SC
HIGHLAND PARK PARTNERS		IL
HIGHLAWN PLACE LIMITED PARTNERSHIP		WV
HILLCREST GREEN APARTMENTS, LTD.		OK


Entity Name		State Code

HILLCRESTE PROPERTIES INC.		DE
HILLSBOROUGH-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
HILLSDALE ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP		MI
HILLSIDE VILLAGE ASSOCIATES		PA
HILLTOP APARTMENTS ASSOCIATES		PA
HILLTOP APARTMENTS, PHASE II LIMITED PARTNERSHIP		MO
HILLTOP APARTMENTS, PHASE I LIMITED PARTNERSHIP		MO
HISTORIC PROPERTIES INC.		DE
HMI PROPERTY MANAGEMENT (ARIZONA), INC.		AZ
HMI PROPERTY MANAGEMENT, INC.		CT
HOLLIDAY ASSOCIATES LIMITED PARTNERSHIP		DC
HOLLIDAYSBURG LIMITED PARTNERSHIP		PA
HOLLOWS ASSOCIATES LIMITED PARTNERSHIP		NY
HOMECORP INVESTMENTS, LTD.		AL
HOPKINS VILLAGE PRESERVATION LIMITED PARTNERSHIP		DE
HOSPITALITY INNS PENSACOLA, LTD.		FL
HOUSING PROGRAMS CORPORATION II		DE
HUDSON STREET APARTMENTS LIMITED PARTNERSHIP		CA
HUDSON TERRACE ASSOCIATES LIMITED PARTNERSHIP		NY
HUNT CLUB ASSOCIATES, LTD.		TX
HUNT CLUB PARTNERS, L.L.C.		MD
HUNT CLUB/SADDLEBROOK L.L.C.		MD
HUNTERS CREEK JV GP, LLC		DE
HUNTERS CREEK JV, LLC		DE
HUNTERS GLEN (PHASE I) AP XII LIMITED PARTNERSHIP		SC
HUNTERS GLEN AP XII LIMITED PARTNERSHIP		SC
HUNTERS GLEN JV GP, LLC		DE
HUNTERS GLEN JV, L.P.		DE
HUNTERS GLEN PHASE I GP, L.L.C		SC
HUNTERS GLEN PHASE V GP, L.L.C.		SC
HYATTSVILLE HOUSING ASSOCIATES LIMITED PARTNERSHIP		MD
IH, INC.		DE
INDIO GARDENS AFFORDABLE, L.P.		CA
INGRAM SQUARE APARTMENTS, LTD.		TX
IPLP ACQUISITION I LLC		DE
IPLP MIDRISE, L.L.C.		DE
ISLP, LIMITED PARTNERSHIP		DE
ISTC CORPORATION		DE
J M PROPERTY INVESTORS 1984, L.P.		DE
J M PROPERTY INVESTORS 1985, L.P.		DE
J.W. ENGLISH SWISS VILLAGE PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP		TX
JACARANDA-OXFORD LIMITED PARTNERSHIP		MD
JACARANDA-OXFORD, L.L.C.		MD
JACQUES-MILLER ASSOCIATES		TN
JAMES-OXFORD LIMITED PARTNERSHIP		MD
JENNY LIND HALL SECOND LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP		CA
JERSEY PARK ASSOCIATES LIMITED PARTNERSHIP		VA
JFK ASSOCIATES LIMITED PARTNERSHIP		NC
JMA EQUITIES, L.P.		DE
JOHNSTON SQUARE ASSOCIATES		MD
JOHNSTON SQUARE ASSOCIATES LIMITED PARTNERSHIP		MD
JUPITER-I, L.P.		DE
JUPITER-II, L.P.		DE
KALMIA APARTMENTS LIMITED PARTNERSHIP		SC
KENNEDY BOULEVARD ASSOCIATES		PA
KENNEDY BOULEVARD ASSOCIATES II, L.P.		PA
KENNEDY BOULEVARD ASSOCIATES III, L.P.		PA
KENNEDY BOULEVARD ASSOCIATES IV, L.P.		PA
KENNEDY BOULEVARD I GP, L.L.C.		SC
KENNEDY BOULEVARD II GP, L.L.C		SC
KENNEDY BOULEVARD III GP, L.L.C.		SC
KING-BELL ASSOCIATES LIMITED PARTNERSHIP		OR
KINGS-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
KIRKMAN-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD


Entity Name		State Code

KIRKWOOD HOUSE PRESERVATION LIMITED PARTNERSHIP		DE
KOHLER GARDENS APARTMENTS		CA
LA BROADCAST CENTER GP LLC		DE
LA CANYON TERRACE GP LLC		DE
LA CANYON TERRACE LP		DE
LA COLINA PARTNERS, LTD.		CA
LA COLINA RANCH APARTMENTS, LTD.		TX
LA CREEKSIDE GP LLC		DE
LA CREEKSIDE LP		DE
LA CRESCENT GARDENS GP LLC		DE
LA CRESCENT GARDENS LP		DE
LA HILLCRESTE APARTMENTS LLC		DE
LA HILLCRESTE GP LLC		DE
LA HILLCRESTE LP		DE
LA HILLCRESTE MEZZANINE MEMBER LLC		DE
LA INDIAN OAKS GP LLC		DE
LA INDIAN OAKS LP		DE
LA LAKES GP LLC		DE
LA LAKES LP		DE
LA LOMA ASSOCIATES LIMITED PARTNERSHIP		CA
LA MALIBU CANYON GP LLC		DE
LA MALIBU CANYON LP		DE
LA MORADA ASSOCIATES LIMITED PARTNERSHIP		DC
LA NEW HAVEN PLAZA LP		DE
LA PARK LA BREA A LLC		DE
LA PARK LA BREA B LLC		DE
LA PARK LA BREA C LLC		DE
LA PARK LA BREA LLC		DE
LA SALLE PRESERVATION, L.P.		CA
LA VISTA ASSOCIATES		CA
LA VISTA PRESERVATION, L.P.		CA
LAC PROPERTIES GP I LIMITED PARTNERSHIP		DE
LAC PROPERTIES GP I LLC		DE
LAC PROPERTIES GP II LIMITED PARTNERSHIP		DE
LAC PROPERTIES GP III LIMITED PARTNERSHIP		DE
LAC PROPERTIES OPERATING PARTNERSHIP, L.P.		DE
LAC PROPERTIES SUB LLC		DE
LAFAYETTE LIMITED PARTNERSHIP		IL
LAFAYETTE MANOR ASSOCIATES LIMITED PARTNERSHIP		VA
LAFAYETTE SQUARE ASSOCIATES		TN
LAING VILLAGE, A LIMITED PARTNERSHIP		GA
LAKE CASTLETON II, L.P		TX
LAKE EDEN ASSOCIATES, L.P.		DE
LAKE FOREST APARTMENTS		PA
LAKE RIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
LAKEHAVEN I JV GP, LLC		DE
LAKEHAVEN I JV, L.P.		DE
LAKEHAVEN II JV GP, LLC		DE
LAKEHAVEN II JV, L.P.		DE
LAKERIDGE-ISLAND CLUB APARTMENTS PARTNERS, L.P.		DE
LAKESHORE LIMITED PARTNERSHIP		SC
LAKESIDE INVESTORS, L.L.C.		MD
LAKESIDE NORTH, L.L.C.		MD
LAKEVIEW ARMS ASSOCIATES LIMITED PARTNERSHIP		NY
LAKEWOOD AOPL, A TEXAS LIMITED PARTNERSHIP		TX
LAKEWOOD AOPL, INC.		TX
LANCASTER HEIGHTS MANAGEMENT CORP.		CA
LANDAU APARTMENTS LIMITED PARTNERSHIP		SC
LANSING-OXFORD LIMITED PARTNERSHIP		MD
LANTANA-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
LARGO PARTNERS, L.L.C.		MD
LARGO/OAC, L.L.C.		MD
LASALLE APARTMENTS. L.P.		CA
LAUDERDALE TOWERS-REO, LIMITED PARTNERSHIP		TX


Entity Name		State Code

LAURENS VILLAS, A LIMITED PARTNERSHIP		SC
LAWNDALE SQUARE-REO LIMITED PARTNERSHIP		TX
LAZY HOLLOW PARTNERS		CA
LEWISBURG ASSOCIATES LIMITED PARTNERSHIP		WV
LEWISBURG ELDERLY ASSOCIATES		PA
LEXINGTON-OXFORD ASSOCIATES L.P.		IN
LEYDEN LIMITED PARTNERSHIP		MA
LIMA-OXFORD ASSOCIATES, L.P.		IN
LINCOLN MARINERS ASSOCIATES LIMITED		CA
LINCOLN OCEANSIDE ASSOCIATES LIMITED PARTNERSHIP		CA
LINCOLN PROPERTY COMPANY NO. 409, LTD.		CA
LINDEN COURT ASSOCIATES LIMITED PARTNERSHIP		NY
LOCK HAVEN ELDERLY ASSOCIATES		PA
LOCK HAVEN GARDENS ASSOCIATES		PA
LOCUST HOUSE ASSOCIATES LIMITED PARTNERSHIP		MD
LONE STAR PROPERTIES LIMITED PARTNERSHIP		TX
LONG CREEK-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
LONG MEADOW LIMITED PARTNERSHIP		SC
LONGBRANCH ASSOCIATES, L.P.		MO
LORELEI ASSOCIATES LIMITED PARTNERSHIP		DC
LORING TOWERS ASSOCIATES		MA
LORING TOWERS PRESERVATION LIMITED PARTNERSHIP		DE
LORING TOWERS SALEM PRESERVATION LIMITED PARTNERSHIP		MA
LOUIS JOLIET APARTMENTS MT, L.P.		IL
LUND-HILL ASSOCIATES LIMITED PARTNERSHIP		WI
LYNN-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
M & P DEVELOPMENT COMPANY		PA
MADISON RIVER PROPERTIES, L.L.C.		DE
MAE — SPI, L.P.		DE
MAE CALIFORNIA, INC.		DE
MAE DELTA, INC.		DE
MAE INVESTMENTS, INC.		DE
MAE JMA, INC.		DE
MAE VENTURES, INC.		DE
MAERIL, INC.		DE
MALLARDS OF WEDGEWOOD LIMITED PARTNERSHIP		WA
MANOR GREEN LIMITED PARTNERSHIP		WA
MAPLE PARK EAST LIMITED PARTNERSHIP		CO
MAPLE PARK WEST LIMITED PARTNERSHIP		CO
MARINER’S COVE JV GP, LLC		DE
MARINER’S COVE JV, L.P.		DE
MARINETTE WOODS APARTMENTS ASSOCIATES LIMITED PARTNERSHIP		WI
MARKET VENTURES, L.L.C.		DE
MASHPEE UNITED CHURCH VILLAGE PARTNERSHIP		MA
MAUNAKEA PALMS, INC.		HI
MAYER BEVERLY PARK LIMITED PARTNERSHIP		CA
MAYER WARNER CENTER LTD., A CALIFORNIA LIMITED PARTNERSHIP		CA
MAYFAIR VILLAGE LIMITED PARTNERSHIP		IN
MB APARTMENTS LIMITED PARTNERSHIP		IL
MBRF HUNT CLUB GP, L.L.C.		SC
MCCOMBS REALTY PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP		CA
MCZ/CENTRUM FLAMINGO II, L.L.C.		DE
MCZ/CENTRUM FLAMINGO III, L.L.C.		DE
MEADOW WOOD ASSOCIATES		FL
MEADOWS LIMITED PARTNERSHIP		IL
MELBOURNE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
MELBOURNE-OXFORD CORPORATION		MD
MERIDIAN MEADOWS — OXFORD LIMITED PARTNERSHIP		MI
MERIDIAN MEADOWS, L.L.C.		MD
MERIDIAN-REO, L.P.		TX
MHO PARTNERS, LIMITED		FL
MICHIGAN BEACH LIMITED PARTNERSHIP		IL
MICHIGAN MEADOWS LIMITED PARTNERSHIP		IN
MIDDLETOWN-OXFORD LIMITED PARTNERSHIP		MD


Entity Name		State Code

MINNEAPOLIS ASSOCIATES II LIMITED PARTNERSHIP		MA
MINNEAPOLIS ASSOCIATES LIMITED PARTNERSHIP		MD
MIRAMAR HOUSING ASSOCIATES LIMITED PARTNERSHIP		DC
MISTY WOODS CPF 19, L.P.		DE
MONROE CORPORATION		MD
MONROE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
MONTBLANC GARDEN APARTMENTS ASSOCIATES		MA
MONTICELLO MANAGEMENT I, L.L.C.		DE
MORRISANIA TOWERS HOUSING COMPANY LIMITED PARTNERSHIP		NY
MORTON TOWERS APARTMENTS, L.P.		DE
MORTON TOWERS HEALTH CLUB, LLC		DE
MOSS GARDENS LTD., A PARTNERSHIP IN COMMENDAM		LA
MOUNT CLARE-OXFORD ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
MOUNTAIN RUN, L.P.		DE
MRR LIMITED PARTNERSHIP		IL
MULBERRY ASSOCIATES		PA
NAPICO HOUSING CREDIT COMPANY-XI.A, LLC		DE
NAPICO HOUSING CREDIT COMPANY-XI.B, LLC		DE
NAPICO HOUSING CREDIT COMPANY-XI.C, LLC		DE
NAPICO HOUSING CREDIT COMPANY-XI.D, LLC		DE
NAPLES-OXFORD LIMITED PARTNERSHIP		MD
NAPLES-OXFORD, L.L.C.		MD
NASHUA-OXFORD-BAY ASSOCIATES LIMITED PARTNERSHIP		MD
NATIONAL BOSTON LOFTS ASSOCIATES, LLLP		CO
NATIONAL CORPORATE TAX CREDIT FUND II, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND III, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND IV, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND IX, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND V, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND VI, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND VII, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND VIII, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND XI, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND XII, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT FUND XIII, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL CORPORATE TAX CREDIT, INC.		CA
NATIONAL CORPORATE TAX CREDIT, INC. II		CA
NATIONAL CORPORATE TAX CREDIT, INC. III		CA
NATIONAL CORPORATE TAX CREDIT, INC. IV		CA
NATIONAL CORPORATE TAX CREDIT, INC. IX		CA
NATIONAL CORPORATE TAX CREDIT, INC. OF PENNSYLVANIA		PA
NATIONAL CORPORATE TAX CREDIT, INC. VII		CA
NATIONAL CORPORATE TAX CREDIT, INC. VIII		CA
NATIONAL CORPORATE TAX CREDIT, INC. X		CA
NATIONAL CORPORATE TAX CREDIT, INC. XI		CA
NATIONAL CORPORATE TAX CREDIT, INC. XII		CA
NATIONAL CORPORATE TAX CREDIT, INC. XIII		CA
NATIONAL CORPORATE TAX CREDIT, INC. XIV		CA
NATIONAL HOUSING PARTNERSHIP REALTY FUND I, A MARYLAND LIMITED PARTNERSHIP		MD
NATIONAL HOUSING PARTNERSHIP RESI ASSOCIATES I LIMITED PARTNERSHIP		DC
NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES II		CA
NATIONAL PARTNERSHIP MANAGEMENT CORP.		CA
NATIONAL PROPERTY INVESTORS 4		CA
NATIONAL PROPERTY INVESTORS 5		CA
NATIONAL PROPERTY INVESTORS 6		CA
NATIONAL PROPERTY INVESTORS 8, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL PROPERTY INVESTORS III		CA
NATIONAL TAX CREDIT INVESTORS II, A CALIFORNIA LIMITED PARTNERSHIP		CA
NATIONAL TAX CREDIT MANAGEMENT CORP. I		CA
NATIONAL TAX CREDIT, INC.		CA
NATIONAL TAX CREDIT, INC. II		CA
NCHP DEVELOPMENT CORP.		DC
NEVADA SUNRISE GARDENS, LIMITED PARTNERSHIP		CA
NEW BALTIMORE SENIOR PRESERVATION LIMITED PARTNERSHIP		MI


Entity Name		State Code

NEW CASTLE — OXFORD ASSOCIATES L.P.		IN
NEW HAVEN ASSOCIATES LIMITED PARTNERSHIP		MA
NEW SHELTER V LIMITED PARTNERSHIP		DE
NEW TIMBER RIDGE GP LIMITED PARTNERSHIP		DE
NEW VISTAS APARTMENTS ASSOCIATES		IL
NEWBERRY ARMS LIMITED PARTNERSHIP		SC
NEWBERRY PARK PRESERVATION, L.P.		DE
NEWINGTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
NEWPORT-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
NHP A&R SERVICES, INC.		VA
NHP ACQUISITION CORPORATION		DE
NHP AFFORDABLE HOUSING PALACE PARTNERS, L.P.		PA
NHP AFFORDABLE HOUSING PARTNERS, L.P.		PA
NHP COUNTRY GARDENS LIMITED PARTNERSHIP		VA
NHP COUNTRY GARDENS, INC.		VA
NHP HOLLYMEAD L.P.		DE
NHP MAINTENANCE SERVICES COMPANY		VA
NHP MID-ATLANTIC PARTNERS ONE L.P.		DE
NHP MID-ATLANTIC PARTNERS TWO L.P.		DE
NHP MULTI-FAMILY CAPITAL CORPORATION		DC
NHP PARKWAY ASSOCIATES L.P.		DE
NHP PARKWAY L.P.		DE
NHP PARTNERS TWO LIMITED PARTNERSHIP		DE
NHP PUERTO RICO MANAGEMENT COMPANY		DE
NHP WINDSOR CROSSING ASSOCIATES L.P.		DE
NHP WINDSOR CROSSING L.P.		DE
NHP/HS THREE, L.P.		DE
NHPAHP IL 1, LLC		IL
NHPAHP WI 1, LLC		WI
NHP-HDV FOURTEEN, INC.		DE
NHP-HDV SEVENTEEN, INC.		DE
NHP-HDV TEN, INC.		DE
NHP-HDV TWELVE, INC.		DE
NHP-HS THREE, INC.		DE
NHPMN MANAGEMENT, L.P.		DE
NHPMN MANAGEMENT, LLC		DE
NHPMN STATE MANAGEMENT, INC.		DE
NHPMN-GP, INC.		DE
NINTH SPRINGHILL LAKE LIMITED PARTNERSHIP		MD
NORMANDIE AVENUE LIMITED PARTNERSHIP		CA
NORTH GATE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		IN
NORTH OMAHA HOMES		NE
NORTH WOODS-OXFORD ASSOCIATES, L.P.		IN
NORTHBROOK APARTMENTS, LTD.		MS
NORTHERN STATES PROPERTIES LIMITED PARTNERSHIP		WA
NORTHPOINT PRESERVATION LIMITED PARTNERSHIP		DE
NORTHWINDS APARTMENTS, L.P.		VA
NOVA ASSOCIATES LIMITED PARTNERSHIP		WA
NP BANK LOFTS ASSOCIATES, L.P.		CO
NPI EQUITY INVESTMENTS II, INC.		FL
NPI EQUITY INVESTMENTS, INC.		FL
NPIA III, A CALIFORNIA LIMITED PARTNERSHIP		CA
NPI-CL MANAGEMENT L.P.		DE
NTS REALTY HOLDINGS LIMITED PARTNERSHIP		DE
OAC L.L.C.		MD
OAC LIMITED PARTNERSHIP		MD
OAK FALLS CONDOMINIUMS JV GP, LLC		DE
OAK FALLS CONDOMINIUMS JV, L.P.		TX
OAK FOREST ASSOCIATES LIMITED PARTNERSHIP		OH
OAK FOREST II ASSOCIATES LIMITED PARTNERSHIP		OH
OAK FOREST III ASSOCIATES		OH
OAK PARK-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MI
OAKBROOK INVESTORS LIMITED PARTNERSHIP		MI
OAKLAND COMPANY		SC


Entity Name		State Code

OAKWOOD APARTMENTS, LIMITED PARTNERSHIP — PHASE II		OH
OAKWOOD ASSOCIATES OF OHIO LIMITED PARTNERSHIP		OH
OAKWOOD MANOR ASSOCIATES, L.P.		TN
OAMCO I, L.L.C.		DE
OAMCO II, L.L.C.		DE
OAMCO IV, L.L.C.		DE
OAMCO IX, L.L.C.		DE
OAMCO V, L.L.C.		DE
OAMCO VII, L.L.C.		DE
OAMCO VIII, L.L.C.		DE
OAMCO X, L.L.C.		DE
OAMCO XI, L.L.C.		DE
OAMCO XII, L.L.C.		DE
OAMCO XIII, L.L.C.		DE
OAMCO XIV, L.L.C.		DE
OAMCO XIX, L.L.C.		DE
OAMCO XIX, L.P.		DE
OAMCO XV, L.L.C.		DE
OAMCO XVI, L.L.C.		DE
OAMCO XVII, L.L.C.		DE
OAMCO XX, L.L.C.		DE
OAMCO XX, L.P.		DE
OAMCO XXI, L.L.C.		DE
OAMCO XXI, L.P.		DE
OAMCO XXII, L.L.C.		DE
OAMCO XXIII, L.L.C.		DE
OAMCO XXV, L.L.C.		DE
OAMCO XXVIII LIMITED PARTNERSHIP		MD
OCALA PLACE, LTD.		FL
O’DEA INVESTMENT COMPANY		CA
OFA PARTNERS		PA
O’FALLON ASSOCIATES OF ILLINOIS LIMITED PARTNERSHIP		MO
OHA ASSOCIATES		IL
OKEMOS STATION-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MI
OLDE MILL INVESTORS LIMITED PARTNERSHIP		DE
ONE LINWOOD ASSOCIATES, LTD.		DC
ONE LYTLE PLACE APARTMENTS PARTNERS, L.P.		DE
ONE WEST CONWAY ASSOCIATES LIMITED PARTNERSHIP		MD
OP PROPERTY MANAGEMENT, L.P.		DE
OP PROPERTY MANAGEMENT, LLC		DE
ORANGE VILLAGE ASSOCIATES		PA
ORANGEBURG MANOR		GA
ORP ACQUISITION PARTNERS LIMITED PARTNERSHIP		MD
ORP ACQUISITION, INC.		MD
ORP CORPORATION I		MD
ORP CORPORATION II		MD
ORP CORPORATION III		MD
ORP I ASSIGNOR CORPORATION		MD
ORP ONE L.L.C.		MD
ORP THREE L.L.C.		MD
ORP TWO L.L.C.		MD
OTEF II ASSOCIATES LIMITED PARTNERSHIP		MD
OVERBROOK PARK, LTD.		OH
OXFORD ASSOCIATES ‘79 LIMITED PARTNERSHIP		IN
OXFORD ASSOCIATES ‘80 LIMITED PARTNERSHIP		IN
OXFORD ASSOCIATES ‘81 LIMITED PARTNERSHIP		IN
OXFORD ASSOCIATES ‘82 LIMITED PARTNERSHIP		IN
OXFORD ASSOCIATES ‘83 LIMITED PARTNERSHIP		IN
OXFORD ASSOCIATES ‘84 LIMITED PARTNERSHIP		MD
OXFORD ASSOCIATES ‘85 LIMITED PARTNERSHIP		MD
OXFORD BETHESDA I LIMITED PARTNERSHIP		MD
OXFORD BETHESDA II LIMITED PARTNERSHIP		MD
OXFORD CORPORATION		IN
OXFORD DEVELOPMENT CORPORATION		IN


Entity Name		State Code

OXFORD DEVELOPMENT ENTERPRISES INC.		IN
OXFORD EQUITIES CORPORATION		IN
OXFORD EQUITIES CORPORATION II		DE
OXFORD FUND I LIMITED PARTNERSHIP		MD
OXFORD GENERAL PARTNERS CORPORATION		DE
OXFORD HOLDING CORPORATION		MD
OXFORD HOUSE PRESERVATION, L.P.		DE
OXFORD INVESTMENT CORPORATION		MD
OXFORD INVESTMENT II CORPORATION		MD
OXFORD MANAGEMENT COMPANY INC		IN
OXFORD MANAGERS I LIMITED PARTNERSHIP		MD
OXFORD MANAGERS II LIMITED PARTNERSHIP		MD
OXFORD NATIONAL PROPERTIES CORPORATION		MD
OXFORD PARTNERS II LIMITED PARTNERSHIP		MD
OXFORD PARTNERS V LIMITED PARTNERSHIP		MD
OXFORD PARTNERS X, L.L.C.		MD
OXFORD REAL ESTATE HOLDINGS CORPORATION		MD
OXFORD REALTY FINANCIAL GROUP, INC.		MD
OXFORD REALTY SERVICES CORP.		DE
OXFORD RESIDENTIAL PROPERTIES I CORPORATION		MD
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP		MD
OXFORD TAX EXEMPT FUND II CORPORATION		MD
OXFORD-COLUMBIA ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
OXFORD-KIRKWOOD ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
OXPARC 1994, L.L.C.		MD
OXPARC 1995, L.L.C.		MD
OXPARC 1996, L.L.C.		MD
OXPARC 1997, L.L.C.		MD
OXPARC 1998, L.L.C.		MD
OXPARC 1999, L.L.C.		MD
OXPARC 2000, L.L.C.		MD
P&R INVESTMENT SERVICES		WA
P.A.C. LAND II LIMITED PARTNERSHIP		OH
PALM AIRE-ISLAND CLUB APARTMENTS PARTNERS, L.P.		DE
PALM BEACH-OXFORD LIMITED PARTNERSHIP		MD
PALM SPRINGS SENIOR AFFORDABLE, L.P.		CA
PALM SPRINGS SENIOR CITIZENS COMPLEX LIMITED PARTNERSHIP		CA
PAMPA PARTNERSHIP LIMITED		TX
PANORAMA PARK APARTMENTS LIMITED PARTNERSHIP		CA
PANORAMA PARK PRESERVATION, L.P.		CA
PARC CHATEAU SECTION I ASSOCIATES L.P.		GA
PARC CHATEAU SECTION II ASSOCIATES (L.P.)		GA
PARHAM-OXFORD ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
PARK ACQUISITION, L.P.		KS
PARK ASSOCIATES, L.P.		MO
PARK LA BREA ACQUISITION, LLC		DE
PARK MANOR, OREG. LTD.		OR
PARK MEADOWS ACQUISITION, L.P.		MO
PARK MEADOWS MANAGEMENT, LLC		DE
PARK NORTH-OXFORD ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
PARK PLACE PRESERVATION, L.P.		MO
PARK RUN APARTMENTS, LTD.		TX
PARK TOWNE PLACE ASSOCIATES LIMITED PARTNERSHIP		DE
PARK VISTA, LTD., A CALIFORNIA LIMITED PARTNERSHIP		CA
PARKVIEW AFFORDABLE, L.P.		CA
PARKVIEW APARTMENTS, A LIMITED PARTNERSHIP		SC
PARKVIEW ASSOCIATES LIMITED PARTNERSHIP		NY
PARKVIEW ASSOCIATES LIMITED PARTNERSHIP		CA
PARKWAYS PRESERVATION, L.P.		DE
PARTNERS LIQUIDATING TRUST		DE
PAVILION PRESERVATION, L.P.		DE
PEBBLE POINT CORPORATION		MD
PEBBLE POINT-OXFORD ASSOCIATES, L.P.		IN
PELHAM PLACE GP LIMITED PARTNERSHIP		SC


Entity Name		State Code

PELHAM PLACE, L.P.		SC
PENNSYLVANIA ASSOCIATES		PA
PEPPERMILL PLACE APARTMENTS JV GP, LLC		DE
PEPPERMILL PLACE APARTMENTS JV, L.P.		TX
PEPPERMILL VILLAGE-OXFORD ASSOCIATES L.P.		IN
PEPPERTREE ASSOCIATES		CA
PERSHING-WATERMAN PHASE I, INC.		MO
PETERSBURG EAST SECTION 1, L.P.		VA
PHILLIPS VILLAGE ASSOCIATES, L.P.		CA
PINE BLUFF ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
PINE BLUFF VILLAGE PRESERVATION LIMITED PARTNERSHIP		DE
PINE LAKE TERRACE ASSOCIATES L.P.		CA
PINE TREE APARTMENTS, LTD.		FL
PINEHAVEN VILLAS APARTMENTS, A LIMITED PARTNERSHIP		SC
PINELLAS-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
PINERIDGE MANAGEMENT, INC.		CA
PINEWOOD PARK APARTMENTS, A LIMITED PARTNERSHIP		SC
PINEWOOD PLACE APARTMENTS ASSOCIATES LIMITED PARTNERSHIP		OH
PLACID LAKE ASSOCIATES, LTD.		FL
PLAINVIEW GP, INC.		DE
PLANTATION CREEK CPGF 22, L.P.		DE
PLEASANT HILL PRESERVATION, LP		TX
PLUMMER VILLAGE PRESERVATION, L.P.		CA
POINT WEST LIMITED PARTNERSHIP		KS
PORTAGE ASSOCIATES LIMITED PARTNERSHIP		MI
PORTFOLIO PROPERTIES EIGHT ASSOCIATES LIMITED PARTNERSHIP		DC
PORTFOLIO PROPERTIES FIVE ASSOCIATES LIMITED PARTNERSHIP		DC
PORTFOLIO PROPERTIES SEVEN ASSOCIATES LIMITED PARTNERSHIP		DC
PORTFOLIO PROPERTIES TEN ASSOCIATES LIMITED PARTNERSHIP		DC
PORTLAND PLAZA LIMITED PARTNERSHIP		KY
PORTNER PLACE ASSOCIATES LIMITED PARTNERSHIP		DC
POST RIDGE ASSOCIATES, LTD., LIMITED PARTNERSHIP		TN
POST STREET ASSOCIATES LIMITED PARTNERSHIP		NY
PRIDE GARDENS LIMITED PARTNERSHIP		MS
PTP PROPERTIES, INC.		DE
PUERTO RICO MANAGEMENT, INC.		CA
PYNCHON PARTNERS II LIMITED PARTNERSHIP		MA
QUAIL RUN ASSOCIATES, L.P.		DE
QUAIL RUN IV LIMITED PARTNERSHIP		SC
QUINCY AFFORDABLE HOUSING L.P.		IL
QUIVIRA MANAGEMENT, INC.		CA
QUIVIRA PLACE ASSOCIATES, L.P.		KS
RAINTREE GP INC.		DE
RAMBLEWOOD LIMITED PARTNERSHIP		MI
RAMBLEWOOD RESIDENTIAL JV GP, LLC		DE
RAMBLEWOOD RESIDENTIAL JV, LLC		DE
RAMBLEWOOD SERVICES LLC		DE
RANCHO TOWNHOUSES ASSOCIATES		CA
RANDOL CROSSING INVESTORS		IL
RANGER APARTMENTS, LTD.		TX
RAVENSWORTH ASSOCIATES LIMITED PARTNERSHIP		MA
REAL ESTATE ASSOCIATES		CA
REAL ESTATE ASSOCIATES IV		CA
REAL ESTATE ASSOCIATES LIMITED III		CA
REAL ESTATE ASSOCIATES LIMITED VII		CA
REAL ESTATE EQUITY PARTNERS INC.		DE
REEDY RIVER PROPERTIES, L.L.C.		DE
REGENCY-NATIONAL CORPORATE TAX CREDIT, INC. II		OH
RESIDUAL EQUITIES, L.P.		DE
RI-15 LIMITED PARTNERSHIP		DC
RICHLIEU ASSOCIATES		PA
RIDGECREST APARTMENTS, L.P.		DE
RIDGEWOOD TOWERS ASSOCIATES		IL
RIVER LOFT APARTMENTS LIMITED PARTNERSHIP		PA


Entity Name		State Code

RIVER LOFT ASSOCIATES LIMITED PARTNERSHIP		MA
RIVER VILLAGE PRESERVATION LIMITED PARTNERSHIP		DE
RIVER WOOD ASSOCIATES, L.P.		IN
RIVER WOODS ASSOCIATES LIMITED PARTNERSHIP		IL
RIVERCREEK APARTMENTS LIMITED PARTNERSHIP		SC
RIVERCREST APARTMENTS, L.P.		SC
RIVERPOINT ASSOCIATES		RI
RIVER’S EDGE ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP		MI
RIVERWOODS PRESERVATION, L.P.		DE
RL AFFORDABLE, L.P.		CA
ROOSEVELT GARDENS APARTMENTS II LIMITED PARTNERSHIP		SC
ROOSEVELT GARDENS LIMITED PARTNERSHIP		SC
ROSEWOOD APARTMENTS CORPORATION		CA
ROUND BARN MANOR ASSOCIATES		IL
ROUND BARN MANOR PRESERVATION, L.P.		DE
ROWLAND HEIGHTS II LIMITED PARTNERSHIP		CA
ROYAL CREST ESTATES (MARLBORO), L.L.C.		DE
ROYAL DE LEON APARTMENTS, LTD.		FL
RUNAWAY BAY II CORPORATION		MD
RUNAWAY BAY II-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
RUNAWAY BAY-OXFORD ASSOCIATES L.P.		IN
RUSCOMBE GARDENS LIMITED PARTNERSHIP		MD
RUTHERFORD PARK TOWNHOUSES ASSOCIATES		PA
SAGINAW VILLAGE LIMITED PARTNERSHIP		OR
SAHF FUNDING CORP.		DE
SALEM GP, L.L.C.		SC
SALEM MANOR OREG. LTD.		OR
SAN BRUNO-OXFORD LIMITED PARTNERSHIP		MD
SAN JOSE APARTMENTS LIMITED PARTNERSHIP		TX
SAN JOSE PRESERVATION, L.P.		TX
SAN JUAN DEL CENTRO, LLC		DE
SANDY SPRINGS ASSOCIATES, LIMITED		GA
SANS SOUCI-REO LIMITED PARTNERSHIP		TX
SANTA FE TOWERS I, LLC		DE
SANTA FE TOWERS II, LLC		DE
SAVOY COURT ASSOCIATES LIMITED PARTNERSHIP		MO
SCANDIA ASSOCIATES L.P.		IN
SCHAUMBURG-OXFORD LIMITED PARTNERSHIP		MD
SEASIDE POINT PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP		TX
SEASONS APARTMENTS, L.P.		DE
SEATTLE ROCHESTER AVENUE ASSOCIATES LIMITED PARTNERSHIP		NY
SECOND SPRINGHILL LAKE LIMITED PARTNERSHIP		MD
SECURITY MANAGEMENT INC.		WA
SECURITY PROPERTIES 73		WA
SECURITY PROPERTIES 74		WA
SECURITY PROPERTIES 74 II		WA
SECURITY PROPERTIES 74 III		WA
SECURITY PROPERTIES 74-A		WA
SECURITY PROPERTIES 75		WA
SECURITY PROPERTIES 76		WA
SECURITY PROPERTIES 77		WA
SECURITY PROPERTIES 79-II		WA
SECURITY PROPERTIES 81-A		WA
SECURITY PROPERTIES FHA LIMITED PARTNERSHIP		MT
SEMINOLE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
SEMINOLE-OXFORD CORPORATION		MD
SENCIT NEW YORK AVENUE ASSOCIATES		NJ
SEVENTH SPRINGHILL LAKE LIMITED PARTNERSHIP		MD
SHAKER SQUARE, L.P.		DE
SHANNON MANOR APARTMENTS, A LIMITED PARTNERSHIP		SC
SHARON WOODS, L.P.		DE
SHARP-LEADENHALL ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
SHELTER I GP LIMITED PARTNERSHIP		DE
SHELTER IV GP LIMITED PARTNERSHIP		SC


Entity Name		State Code

SHELTER PROPERTIES I LIMITED PARTNERSHIP		SC
SHELTER PROPERTIES II LIMITED PARTNERSHIP		SC
SHELTER PROPERTIES III LIMITED PARTNERSHIP		SC
SHELTER PROPERTIES IV LIMITED PARTNERSHIP		SC
SHELTER PROPERTIES V LIMITED PARTNERSHIP		SC
SHELTER PROPERTIES VI LIMITED PARTNERSHIP		SC
SHELTER PROPERTIES VII LIMITED PARTNERSHIP		SC
SHELTER REALTY CORPORATION		SC
SHELTER REALTY II CORPORATION		SC
SHELTER REALTY III CORPORATION		SC
SHELTER REALTY IV CORPORATION		SC
SHELTER REALTY V CORPORATION		SC
SHELTER REALTY VI CORPORATION		SC
SHELTER REALTY VII CORPORATION		SC
SHELTER V GP LIMITED PARTNERSHIP		DE
SHELTER VII GP LIMITED PARTNERSHIP		SC
SHERATON TOWERS LIMITED PARTNERSHIP		NC
SHERMAN TERRACE ASSOCIATES		PA
SHOREVIEW APARTMENTS, L.P.		CA
SHOREVIEW PRESERVATION, L.P.		CA
SIGNATURE POINT JOINT VENTURE		TX
SIGNATURE POINT PARTNERS, LTD.		TX
SITE 10 COMMUNITY ALLIANCE ASSOCIATES LIMITED PARTNERSHIP		NY
SIXTH SPRINGHILL LAKE LIMITED PARTNERSHIP		MD
SMP 2008, L.L.C.		DE
SMP 2009, L.L.C.		DE
SNAP IV LIMITED PARTNERSHIP		GA
SNI DEVELOPMENT COMPANY LIMITED PARTNERSHIP		NY
SOMERSET-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MI
SOUTH BAY VILLA PRESERVATION, L.P.		CA
SOUTH BRITTANY OAKS, L.P.		DE
SOUTH LA MANCHA, L.P.		DE
SOUTH LANDMARK PROPERTIES, L.P.		TX
SOUTH MILL ASSOCIATES		PA
SOUTH PARK APARTMENTS LIMITED PARTNERSHIP		OH
SOUTH WINDRUSH PROPERTIES, L.P.		TX
SOUTHBAY VILLAS LIMITED PARTNERSHIP		CA
SOUTHRIDGE-OXFORD LIMITED PARTNERSHIP		MD
SP PROPERTIES 1982 LIMITED PARTNERSHIP		WA
SPARTANBURG-OXFORD LIMITED PARTNERSHIP		MD
SPRING MEADOW LIMITED PARTNERSHIP		MA
SPRINGDALE WEST		CA
SPRINGFIELD FACILITIES, LLC		MD
SPRINGFIELD VILLAS, LTD.		TX
SPRINGHILL COMMERCIAL LIMITED PARTNERSHIP		MD
SPYGLASS-OXFORD ASSOCIATES L.P.		IN
ST. GEORGE VILLAS LIMITED PARTNERSHIP		SC
ST. MARY’S-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
STAFFORD STUDENT APARTMENTS, L.P.		DE
STANDPOINT VISTA LIMITED PARTNERSHIP		MD
STEEPLECHASE JV GP, LLC		DE
STEEPLECHASE JV, LLC		DE
STERLING CREST JOINT VENTURE		TN
STERLING VILLAGE AFFORDABLE, L.P.		CA
STERLING VILLAGE LIMITED PARTNERSHIP		CA
STIRLING COURT APARTMENTS JV GP, LLC		DE
STIRLING COURT APARTMENTS JV, L.P.		TX
STONE POINTE VILLAGE LIMITED PARTNERSHIP		IN
STONECREEK/WATERS LANDING L.L.C.		MD
STONEY GREENS, L.L.C.		SC
STRATFORD VILLAGE REALTY TRUST		MA
STRAWBRIDGE SQUARE APARTMENTS PARTNERS, L.P.		DE
STRAWBRIDGE SQUARE ASSOCIATES LIMITED PARTNERSHIP		VA
STRAWBRIDGE SQUARE PRESERVATION, L.P.		DE


Entity Name		State Code

SUGARBERRY APARTMENTS CORPORATION		CA
SUMMIT OAKS PRESERVATION, L.P.		DE
SUN LAKE JV GP, LLC		DE
SUN LAKE JV, LTD.		FL
SUNBURY DOWNS APARTMENTS JV GP, LLC		DE
SUNBURY DOWNS APARTMENTS JV, L.P.		TX
SUNNYCREST MANOR ASSOCIATES L.P.		IN
SUNRISE ASSOCIATES LIMITED PARTNERSHIP		IL
SUNTREE PRESERVATION LIMITED PARTNERSHIP		DE
SUNTREE-OXFORD ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION		MI
SWIFT CREEK APARTMENTS, A LIMITED PARTNERSHIP		SC
SWIFT CREEK VILLA LIMITED PARTNERSHIP		SC
SYCAMORE CREEK ASSOCIATES, L.P.		DE
TAHF II LIMITED PARTNERSHIP		DE
TAMARAC PINES II LIMITED PARTNERSHIP		TX
TAMARAC PINES LIMITED PARTNERSHIP		TX
TAMARAC PINES PRESERVATION, LP		TX
TAUNTON GREEN ASSOCIATES		MA
TAUNTON II ASSOCIATES		MA
TENNESSEE TRUST COMPANY		TN
TENNTRUCO, INC.		NC
TERRA II LIMITED DIVIDEND HOUSING ASSOCIATION		MI
TERRY MANOR PRESERVATION, L.P.		CA
TEXAS AFFORDABLE HOUSING INVESTMENT FUND I LIMITED PARTNERSHIP		NC
TEXAS APARTMENT INVESTORS		DE
TEXAS RESIDENTIAL INVESTORS LIMITED PARTNERSHIP		DE
THE BLUFFS DEVELOPMENT LIMITED PARTNERSHIP		IN
THE FONDREN COURT JOINT VENTURE		TX
THE GLENS, A LIMITED PARTNERSHIP		SC
THE HOUSTON RECOVERY FUND JV GP, LLC		DE
THE HOUSTON RECOVERY FUND JV, L.P.		TX
THE NATIONAL HOUSING PARTNERSHIP		DC
THE NATIONAL HOUSING PARTNERSHIP II TRUST		NY
THE NATIONAL HOUSING PARTNERSHIP-II LIMITED PARTNERSHIP		DC
THE NEW FAIRWAYS, L.P.		DE
THE OAK PARK PARTNERSHIP LIMITED PARTNERSHIP		IL
THE PARK AT CEDAR LAWN, LTD., A TEXAS LIMITED PARTNERSHIP		TX
THE ROGERS PARK PARTNERSHIP, LTD.		IL
THE TERRACES ASSOCIATES L.P.		IN
THE TRAILS GP LIMITED PARTNERSHIP		SC
THE TRAILS, L.P.		SC
THE TWENTYNINE PALMS LIMITED PARTNERSHIP		CA
THE VILLA LIMITED PARTNERSHIP		WI
THE VILLAGE OF KAUFMAN, LTD.		TX
THE WOODLANDS LIMITED		MI
THIRD SPRINGHILL LAKE LIMITED PARTNERSHIP		MD
TIDEWATER-OXFORD LIMITED PARTNERSHIP		MD
TIMBER RIDGE JV GP, LLC		DE
TIMBER RIDGE JV, L.P.		DE
TIMBERLAKE APARTMENTS LIMITED PARTNERSHIP		TX
TOMPKINS TERRACE ASSOCIATES LIMITED PARTNERSHIP		NY
TOMPKINS TERRACE PRESERVATION, L.P.		DE
TOMPKINS TERRACE, INC.		NY
TOWERING PINES MANAGEMENT CORP.		CA
TOWNSHIP AT HIGHLANDS LLC		DE
TOWNSHIP AT HIGHLANDS PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP		TX
TRAVIS ONE-OXFORD LIMITED PARTNERSHIP		MD
TREESLOPE APARTMENTS, A LIMITED PARTNERSHIP		SC
TRINITY APARTMENTS JV GP, LLC		DE
TRINITY APARTMENTS JV, L.P.		DE
TRINITY PLACE COMMUNITY URBAN REDEVELOPMENT CORPORATION		OH
TUJUNGA GARDENS LIMITED PARTNERSHIP		CA
TURNBUERRY-REO, L.P.		TX
TWO WINTHROP LIMITED PARTNERSHIP		MD


Entity Name		State Code

U. S. REALTY I CORPORATION		SC
U. S. REALTY PARTNERS LIMITED PARTNERSHIP		DE
U.S. SHELTER LIMITED PARTNERSHIP		SC
UNITED FRONT HOMES		MA
UNITED HANDICAP FEDERATION APARTMENT ASSOCIATES, LIMITED PARTNERSHIP		MN
UNITED HOUSE ASSOCIATES		PA
UNITED HOUSING PARTNERS — ELMWOOD, LTD.		AL
UNITED HOUSING PARTNERS CUTHBERT LIMITED PARTNERSHIP		GA
UNITED HOUSING PARTNERS MORRISTOWN LIMITED PARTNERSHIP		TN
UNITED INVESTORS INCOME PROPERTIES (A MISSOURI LIMITED PARTNERSHIP)		MO
UNITED INVESTORS REAL ESTATE, INC.		DE
UNITED REDEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP		NY
UNIVERSITY PLAZA ASSOCIATES		PA
UNIVERSITY WOODS II ASSOCIATES LIMITED PARTNERSHIP		OH
URBANIZACION MARIA LOPEZ HOUSING COMPANY LIMITED PARTNERSHIP		NY
VAN NUYS APARTMENTS MT, L.P.		CA
VAN NUYS ASSOCIATES LIMITED PARTNERSHIP		MA
VAN NUYS PRESERVATION, L.P.		CA
VANTAGE 78 LTD PARTNERSHIP		NC
VICTORY SQUARE APARTMENTS LIMITED PARTNERSHIP		OH
VILLA DEL NORTE II ASSOCIATES		TX
VILLA DEL SOL ASSOCIATES LIMITED PARTNERSHIP		CA
VILLA LA PAZ JV GP, LLC		DE
VILLA LA PAZ JV, L.P.		DE
VILLA NOVA, LIMITED PARTNERSHIP		TN
VILLAGE OAKS-OXFORD ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
VINEVILLE TOWERS ASSOCIATES LIMITED PARTNERSHIP		GA
VISTA DEL LAGOS JOINT VENTURE		AZ
VISTA PARK CHINO LIMITED PARTNERSHIP		CA
VMS APARTMENT PORTFOLIO ASSOCIATES II		CA
VMS APARTMENT PORTFOLIO ASSOCIATES III		CA
WAI ASSOCIATES LIMITED PARTNERSHIP		TX
WALNUT HILLS ASSOCIATES, LTD. I		OH
WALNUT HILLS PRESERVATION, L.P.		DE
WALNUT SPRINGS ASSOCIATES		IL
WALNUT SPRINGS JV GP, LLC		DE
WALNUT SPRINGS JV, L.P.		DE
WALNUT SPRINGS LIMITED PARTNERSHIP		IL
WARNER CENTER/MGP INC.		DE
WASCO ARMS		CA
WASHINGTON CHINATOWN ASSOCIATES LIMITED PARTNERSHIP		DC
WASHINGTON SQUARE WEST PRESERVATION, L.P.		DE
WASH-WEST PROPERTIES		PA
WATERFORD APARTMENTS JV GP, LLC		DE
WATERFORD APARTMENTS JV, L.P.		TX
WATERFORD VILLAGE, L.L.C.		DE
WATERGATE II ASSOCIATES		NY
WATERS LANDING PARTNERS, L.L.C.		MD
WC NOTE HOLDINGS, L.P.		DE
WEDGEWOOD CLUB ESTATES LIMITED PARTNERSHIP		WA
WEST LAFAYETTE, LTD.		OH
WEST LAKE ARMS LIMITED PARTNERSHIP		DE
WESTCHESTER-OXFORD LIMITED PARTNERSHIP		MI
WESTCHESTER-OXFORD, L.L.C.		MD
WESTGATE (SPARTANBURG) LIMITED PARTNERSHIP		SC
WESTMINISTER PROPERTIES, LTD.		WA
WESTMINSTER OAKS PRESERVATION, L.P.		DE
WESTRIDGE-OXFORD LIMITED PARTNERSHIP		MD
WESTWICK II LIMITED PARTNERSHIP		MS
WESTWOOD TERRACE PRESERVATION, L.P.		DE
WESTWOOD TERRACE SECOND LIMITED PARTNERSHIP		IL
WF-AC TAX CREDIT FUND I, L.P.		DE
WF-AC TAX CREDIT FUND I, LLC		DE
WF-AC TAX CREDIT FUND II, L.P.		DE


Entity Name		State Code

WHITE CLIFF APARTMENTS LIMITED PARTNERSHIP		OH
WHITEFIELD PLACE PRESERVATION, LP		TX
WICKFORD ASSOCIATES LIMITED PARTNERSHIP		NC
WILDER RICHMAN HISTORIC PROPERTIES II, L.P.		DE
WILDERNESS TRAIL, LTD.		OH
WILKES TOWERS LIMITED PARTNERSHIP		NC
WILLIAMSBURG ACQUISITION, L.P.		MO
WILLIAMSBURG INVESTORS LIMITED PARTNERSHIP		IN
WILLIAMSBURG LIMITED PARTNERSHIP		IL
WILLIAMSBURG SOUTH APARTMENTS, A LIMITED PARTNERSHIP		SC
WILLIAMSBURG-OXFORD LIMITED PARTNERSHIP		MD
WILLOW WOOD LIMITED PARTNERSHIP		CA
WIND DRIFT CORPORATION		MD
WIND DRIFT-OXFORD ASSOCIATES, L.P.		IN
WINDGATE MEMBER, INC.		DE
WINDRIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
WINDSOR CROSSINGS LIMITED PARTNERSHIP		NJ
WINDSOR HILLS I, L.P.		DE
WINNSBORO ARMS LIMITED PARTNERSHIP		SC
WINROCK-HOUSTON ASSOCIATES LIMITED PARTNERSHIP		DE
WINROCK-HOUSTON LIMITED PARTNERSHIP		DE
WINTER GARDEN PRESERVATION, L.P.		MO
WINTHROP APARTMENT INVESTORS LIMITED PARTNERSHIP		MD
WINTHROP TEXAS INVESTORS LIMITED PARTNERSHIP		MD
WL/OAC, L.L.C.		MD
WMOP PARTNERS, L.P.		DE
WOOD CREEK CPGF 22, L.P.		DE
WOODCREST APARTMENTS, LTD.		TX
WOODFIELD MEMBER, INC.		DE
WOODHILL JV GP, LLC		DE
WOODHILL JV, L.P.		DE
WOODLAND APARTMENTS, A LIMITED PARTNERSHIP		SC
WOODLAND HILLS PRESERVATION LIMITED PARTNERSHIP		MI
WOODMERE ASSOCIATES, L.P.		DE
WOODRIDGE ASSOCIATES LIMITED PARTNERSHIP		OH
WOODS EDGE CORPORATION		MD
WOODS EDGE-OXFORD ASSOCIATES, L.P.		IN
WOODS MORTGAGE ASSOCIATES		PA
WOODS OF INVERNESS CPF 16, L.P.		DE
WOODSHIRE JV GP, LLC		DE
WOODSHIRE JV, L.P.		DE
WOODWAY OFFICE PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP		TX
WORCESTER EPISCOPAL HOUSING COMPANY LIMITED PARTNERSHIP		MA
WRC-87A CORPORATION		DE
WYNTRE BROOKE ASSOCIATES		PA
YACHT CLUB AT BRICKELL, LLC		FL
YADKIN ASSOCIATES LIMITED PARTNERSHIP		NC
YORKTREE JV GP, LLC		DE
YORKTREE JV, L.P.		DE
YOUNG ISRAEL-CANOGA PARK, A CALIFORNIA LIMITED PARTNERSHIP		CA
ZIMCO CORPORATION IV		MD
ZIMCO I LIMITED PARTNERSHIP		MD
ZIMCO II L.L.C.		MD
ZIMCO II LIMITED PARTNERSHIP		MD
ZIMCO IV LIMITED PARTNERSHIP		MD
ZIMCO IX L.L.C.		MD
ZIMCO V L.L.C.		MD
ZIMCO VII L.L.C.		MD
ZIMCO VIII L.L.C.		MD
ZIMCO X L.L.C.		MD
ZIMCO XI L.L.C.		MD
ZIMCO XII L.L.C.		MD
ZIMCO XIII L.L.C.		MD
ZIMCO XIV L.L.C.		MD


Entity Name		State Code

ZIMCO XIX L.L.C.		MD
ZIMCO XV L.L.C.		MD
ZIMCO XVI L.L.C.		MD
ZIMCO XVII L.L.C.		MD
ZIMCO XVIII L.L.C.		MD
ZIMCO XX L.L.C.		MD
ZIMCO XXI L.L.C.		MD
ZIMCO XXII L.L.C.		MD
ZIMCO XXIII L.L.C.		MD
ZIMCO XXIV L.L.C.		MD
ZIMCO XXV L.L.C.		MD
ZIMCO XXVI L.L.C.		MD
ZIMCO XXVII L.L.C.		MD
ZIMCO XXXII LIMITED PARTNERSHIP		MD
ZIMCO XXXIII L.L.C.		MD