Filed by Bowne Pure Compliance

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, 2008


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,” “non-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 (Do not check if a smaller reporting company)		Smaller reporting company o

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, 2009, there were 124,296,393 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 27, 2009, 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 Annual 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 these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond our control, including, without limitation: financing risks, including the availability and cost of financing and the risk that our cash flows from operations may be insufficient to meet required payments of principal and interest; earnings may not be sufficient to maintain compliance with debt covenants; national and local economic conditions; energy costs; the terms of governmental regulations that affect us and interpretations of those regulations; the competitive environment in which we operate; real estate risks, including fluctuations in real estate values and the general economic climate in the markets in which we operate and competition for tenants in such markets; insurance risk; acquisition and development risks, including failure of such acquisitions to perform in accordance with projections; the timing of acquisitions and dispositions; natural disasters and severe weather such as hurricanes; 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 Partnership

AIMCO Properties, L.P., a Delaware limited partnership, or the Partnership, and together with its consolidated subsidiaries 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 Trust, 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 exchanged 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, 2008, we owned or managed a real estate portfolio of 992 apartment properties containing 162,807 apartment units located in 44 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, 2008:


	Total Portfolio
	Properties		Units

Consolidated properties		514		117,719
Unconsolidated properties		85		9,613
Property management		34		3,252
Asset management		359		32,223

Total		992		162,807

At December 31, 2008, we had outstanding 108,315,704 common OP Units, 28,164,846 preferred OP Units and 2,344,719 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, 2008, our portfolio of owned and/or managed properties consists of 992 properties with 162,807 apartment units.

Except as the context otherwise requires, “we,” “our” and “us” 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, or SEC, 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.

Any materials we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Financial Information About Industry Segments

We operate in two reportable segments: real estate (owning, operating and redeveloping apartments) and investment management (portfolio strategy, capital allocation, joint ventures, tax credit syndication, acquisitions, dispositions and other transaction activities). For further information on these segments, see Note 18 of the consolidated financial statements in Item 8, and Management’s Discussion and Analysis in Item 7.

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;

•

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

•

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

•

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

•

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

•

reducing our general and administrative and certain other costs consistent with the reduced size of our portfolio.

Our business is organized around three core activities: Property Operations, Redevelopment, and Investment 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 310 properties with 93,444 units. Our affordable operations consist of 289 properties with 33,888 units, with rents that are generally paid, in whole or part, by a government agency. Affordable properties tend to have relatively more stable rents and higher occupancy due to government rent payments and thus are much less affected by market fluctuations.

We operate a broad range of property types, from suburban garden-style to urban high-rise properties in 44 states, the District of Columbia and Puerto Rico at a broad range of average monthly rental rates, with most between $700 and $1,200 per month, and reaching as high as $10,000 per month at some of our premier properties. This diversification insulates us, to some degree, from inevitable downturns in any one market.

Our property operations currently are organized into five areas, which are further subdivided according to our target markets, which are the largest 20 U.S. markets as measured by total market capitalization, or the total market value of institutional-grade apartment properties in a particular market. To manage our nationwide portfolio more efficiently and to increase the benefits from our local management expertise, we have given direct responsibility for operations within each area to an Area Vice President, or AVP, with regular senior management reviews. To enable the AVPs to focus on sales and service, as well as to improve financial control and budgeting, we have dedicated an area financial officer to support each AVP, and with the exception of routine maintenance, our specialized Construction Services group manages all on-site improvements, thus reducing the need for AVPs to spend time on oversight of construction projects.

We seek to improve our corporate-level oversight of 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 property 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 Management. For our conventional properties, we are focusing on people, processes and technology to build a revenue management model that is competitive with the best in our industry. 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. During 2008, we established a centralized revenue management team with leaders from the airline, hospitality and property management industries, and centralized our rental rate pricing function in partnership with our area portfolio management teams.

•

Controlling Expenses. Cost controls are accomplished by local focus at the area level and by taking advantage of economies of scale at the corporate level. As a result of the size of our portfolio and our area 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.

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 2008, we spent $101.4 million (our share), or $799 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 $124.9 million (our share), or $985 per owned apartment unit, 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 residential units to a site. We have historically undertaken 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 a specialized Redevelopment and Construction Services group, which includes developers, engineers, architects and construction managers, to oversee these projects.

Our share of 2008 redevelopment expenditures on active and completed projects totaled $226.3 million and $113.9 million in conventional and affordable redevelopment projects, respectively. During 2008, we completed redevelopment projects at 13 conventional properties and 21 affordable properties with 6,524 and 2,903 units, respectively. During 2008, we delivered 4,817 conventional and 1,780 affordable redeveloped units, respectively, some of which are part of redevelopment projects completed in 2008 and some of which are part of ongoing projects. As of December 31, 2008, we had 37 conventional and four affordable redevelopment projects at various stages of completion.

In 2009, we expect to decrease our redevelopment expenditures, with an investment between $50.0 and $75.0 million in conventional redevelopment projects and between $30.0 and $45.0 million in affordable redevelopment projects, predominantly funded by third-party tax credit equity.

Investment Management

Investment management includes activities related to our owned portfolio of properties as well as services provided to affiliated partnerships. Activities and services that fall within Investment Management include portfolio strategy, capital allocation, joint ventures, tax credit syndication, acquisitions, dispositions and other transaction activities. Within our owned portfolio, we refer to these activities as “Portfolio Management” and they include strategic portfolio and capital allocation decisions through 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 adjust our investments to reflect our decisions regarding target allocations to geographic markets and to investment types. 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. For affiliated partnerships, we refer to these activities as “Asset Management,” and they include property management, financial management, accounting, investor reporting, property debt financings, tax credit syndication, redevelopment and construction management. When we provide these services to affiliated partnerships, we are separately compensated through fees paid by third party investors. Those fees may be recognized in a subsequent period upon the occurrence of a current transaction or a transaction expected to close within twelve months, or improvement in operations that generates sufficient cash to pay the fees. Although 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 Investment Management 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 our target markets. We believe these markets to be deep, relatively liquid and to possess 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. Following this strategy through dispositions, acquisitions and redevelopment spending, we have reduced our investment in markets outside our target markets and increased our investment in our target markets. We expect that increased geographic focus will also add to our investment knowledge and increase operating efficiencies based on local economies of scale.

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 other corporate purposes, such as debt reduction, preferred unit redemptions or purchases and special distributions. In 2008, we sold 130 conventional properties generating net cash proceeds to us, after repayment of existing debt, payment of transaction costs and distributions to limited partners, of $852.2 million. In 2008, we exited six markets, and as of December 31, 2008, our conventional portfolio included 310 properties with 93,444 units in 40 markets.

As of December 31, 2008, conventional properties in our target markets comprised 84.2% of our Net Asset Value (which is the estimated fair value of our assets, net of debt, or NAV) attributable to our conventional properties. Our top five markets by NOI contribution include the metropolitan areas of Washington, D.C.; Los Angeles, California; “Other” Florida (which is comprised of Ft. Lauderdale, Jacksonville, Orlando, Palm Beach County and Tampa); Chicago, Illinois and Boston, Massachusetts.

During 2008, we invested in our conventional portfolio primarily by funding redevelopment. In 2008, we invested $226.3 million in redevelopment of properties in our conventional portfolio. We also completed acquisitions of three conventional properties, containing approximately 470 residential units for an aggregate purchase price of approximately $111.5 million (excluding transaction costs). These properties are located in San Jose, California, Brighton, Massachusetts and Seattle, Washington.

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.

Affordable Portfolio Management

The portfolio management strategy for our affordable portfolio is similar to that for our conventional portfolio. During 2008, we invested $113.9 million in redevelopment of affordable properties, funded primarily by proceeds from the sale of tax credits to institutional partners. As with conventional properties, we also seek to dispose of properties that are inconsistent with our long-term investment and operating strategies. During 2008, we sold 25 properties from our affordable portfolio, including six unconsolidated properties, generating net cash proceeds to us, after repayment of existing debt, payment of transaction costs and distributions to limited partners, of $169.8 million. As of December 31, 2008, our affordable portfolio included 289 properties with 33,888 units.

Financial Strategy

We are focused on improving liquidity and balancing our sources and uses of cash. During 2008, using proceeds from asset dispositions, we repaid in full our $75.0 million term loan which was scheduled for payment in September 2009, repaid all of the outstanding amounts due on our revolving credit facility and repurchased approximately $27.0 million of outstanding variable rate preferred OP Units. Also during 2008, in connection with property dispositions, we repaid approximately $1.1 billion in non-recourse property debt. As of December 31, 2008, the amount available under our revolving credit facility, which matures in May 2010 (inclusive of a one-year extension option we expect to exercise) was $578.8 million (after giving effect to $56.2 million outstanding for undrawn letters of credit issued under the revolving credit facility). Additionally, we had $72.0 million of available capacity on our $200.0 million non-recourse secured credit facility which, inclusive of two one-year extension options, matures in October 2012. During 2009, we intend to use proceeds from asset dispositions to continue to reduce the remaining balance on our term loan, which matures in March 2011. That term loan has an outstanding balance of $350.0 million after we repaid $50.0 million in January 2009. Other than the term loan and any borrowings under the revolving credit facility, we have no recourse corporate debt.

Our revolving credit facility 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 facility 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, subject to certain non-cash adjustments, or such amount as may be necessary to maintain our REIT status. These covenants are calculated on a quarterly basis and are monitored as various strategic decisions are considered. We were in compliance with all such covenants as of December 31, 2008.

We are also 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. We use floating rate property and corporate debt to provide lower interest costs over time at a level that considers acceptable earnings volatility. During 2008, we closed property loans totaling $962.2 million at an average interest rate of 5.51%, which included the refinancing of property loans totaling $472.9 million with prior interest rates averaging 5.58%. In addition to the refinancing activity, the property loans included new financings on existing properties, redevelopment loans and the modification of terms on existing property debt. In 2009, 2010 and 2011, 38 property loans will mature and our share of these maturities totals $273.9 million, $279.9 million and $102.3 million, respectively. We expect to refinance a number of such loans in the first half of 2009.

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 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 and household consolidation, both of which affect 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 United States Federal income tax purposes and are not subject to United States 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 United States 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 relate 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 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 an 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 Aimco transacts business or Aimco’s stockholders 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 its and 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, such as legislation that has been considered in New York, 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

At December 31, 2008, we had approximately 4,500 employees, of which approximately 3,400 were at the property level, performing various on-site functions, with the balance managing corporate and area operations, including investment and debt transactions, legal, financial reporting, accounting, information systems, human resources and other support functions. Unions represent approximately 120 of our employees. We have never experienced a work stoppage and believe we maintain satisfactory relations with our employees.

As further described in Note 3 to the consolidated financial statements in Item 8, we initiated an organizational restructuring during 2008. As a result of the restructuring, we plan to eliminate approximately 300 jobs on or before March 1, 2009, with reductions in staffing within corporate, redevelopment and construction services, property management and investment management functions. Approximately half of the planned job eliminations had been completed at December 31, 2008.

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.

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

We are 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 and other collateral securing such debt, which would result in loss of income and asset value to us. As of December 31, 2008, substantially all of the properties that we owned or controlled were encumbered by debt. 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.

Our strategy is generally to incur debt to increase the return on our capital while maintaining acceptable coverage ratios. For the year ended December 31, 2008, 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 1.43:1. For the year ended December 31, 2008, as calculated based on the provisions in our credit agreement, which is further discussed in Note 7 to the consolidated financial statements in Item 8, we had a ratio of earnings before interest, taxes and depreciation and amortization to debt service of 1.63:1 and a ratio of earnings to fixed charges of 1.43:1.

At December 31, 2008, we had swap positions with two financial institutions totaling $422.1 million. The related swap agreements provide for collateral calls to maintain specified loan-to-value ratios. In the event the values of the real estate properties serving as collateral under these agreements decline, we may be required to provide additional collateral pursuant to the swap agreements, which would adversely affect our cash flows.

Disruptions in the financial markets could affect our ability to obtain financing and the cost of available financing and could adversely affect our liquidity.

Our ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets and the level of involvement of certain government sponsored entities, specifically, Federal Home Loan Mortgage Corporation, or Freddie Mac, and Federal National Mortgage Association, or Fannie Mae, in secondary credit markets. Recently, the United States credit markets have experienced significant liquidity disruptions which have caused the spreads on debt financings to widen considerably and have made obtaining financing, both non-recourse property debt and corporate borrowings, such as our term loan or revolving credit facility, more difficult.

Further or prolonged disruptions in the credit markets could result in Freddie Mac or Fannie Mae reducing their level of involvement in secondary credits markets which would adversely affect our ability to obtain non-recourse property debt financing. Additionally, further or prolonged disruptions in the credit markets could lead to the failure of additional financial companies, some of which may have financial commitments within our revolving credit facility. This may affect our access to liquidity through our credit facility’s scheduled maturity in May 2010 (inclusive of a one year extension option we expect to exercise). When the revolving credit facility matures, disruptions in the credit markets may also affect our ability to renew such credit facility with similar commitments.

If our ability to obtain financing is adversely affected, we may be unable to satisfy scheduled maturities on existing financing through other sources of liquidity, which could result in lender foreclosure on the properties securing such debt and loss of income and asset value , each of which would adversely affect our liquidity.

Increases in interest rates would increase our interest expense and reduce our profitability.

As of December 31, 2008, we had approximately $1,309.5 million of variable-rate indebtedness outstanding and $73.0 million of variable rate preferred OP Units outstanding. Of the total debt subject to variable interest rates, floating rate tax-exempt bond financing was $563.4 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 1989 has averaged 69% of the 30-day LIBOR rate. If this historical relationship continues, we estimate that an increase in 30-day LIBOR of 1.0% (0.69% in tax-exempt interest rates) with constant credit risk spreads would result in our income before minority interests being reduced by $11.6 million and our income attributable to common unitholders being reduced by $12.0 million on an annual basis. At December 31, 2008, we had approximately $717.2 million in cash and cash equivalents, restricted cash and notes receivable, the majority of which bear interest. We also had approximately $127.3 million of variable rate debt associated with our redevelopment activities, for which we capitalize a portion of the interest expense. The effect of our interest bearing assets and of capitalizing interest on variable rate debt associated with our redevelopment activities would partially reduce the effect of an increase in variable interest rates. Considering these offsets, the same increase in 30-day LIBOR would result in our income before minority interests being reduced by $3.1 million and our income attributable to common unitholders being reduced by $4.6 million on an annual basis.

Failure to generate sufficient net operating income may limit our ability to fund necessary capital expenditures, or adversely affect our ability to pay distributions.

Our ability to fund necessary capital expenditures on our properties depends on our ability to generate net operating income in excess of required debt payments. If we are unable to fund capital expenditures on our properties, we may not be able to preserve the competitiveness of our properties, which could adversely affect our net operating income.

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. Our net operating income and liquidity 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.

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, subject to certain non-cash adjustments, 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.

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 freedom 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. We also intend to use proceeds from property sales to repay our corporate debt. Our ability to dispose of assets in the future will depend on prevailing economic and market conditions, including the cost and availability of financing. This could have a material adverse effect on our financial condition or results of operations.

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.

Our subsidiaries may be prohibited from making distributions and other payments to us.

All of our properties are owned, and all of our operations are conducted, by us and our 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 cash flows 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.

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 a 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.

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. 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, such as rental revenues paid by government agencies.

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 acquire or dispose of a significant interest in or manage a HUD-assisted property. We may not always receive such approval.

During 2008, 2007 and 2006, for continuing and discontinued operations, our rental revenues include $119.1 million, $123.8 million and $135.2 million, respectively, of subsidies from government agencies. Any loss of such benefits would adversely affect our liquidity and results of operations.

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.

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, including lead-based paint. 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.

Moisture infiltration and resulting mold remediation may be costly.

We have 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 implemented policies, procedures, third-party audits and training, and include 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 or results of operations.

Aimco’s failure to qualify as a REIT would place us in default under our primary credit facilities.

Aimco believes it operates, and has always operated, in a manner that enables it to meet the requirements for qualification as a REIT for Federal income tax purposes. However, 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. These requirements are complex and accordingly there can be no assurances that the Internal Revenue Service will not contend that Aimco has violated provisions of the Code and fails to qualify as a REIT. If Aimco fails to qualify as a REIT, we would then be in default under our primary credit facilities.

REIT distribution requirements limit our available cash.

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.

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

A third party is not likely to make an offer to acquire the Partnership unless that third party is also acquiring control of Aimco. The 8.7% ownership limit in Aimco’s charter 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, 2008, 426,157,736 shares were classified as Aimco Class A Common Stock, of which 101,176,232 were outstanding, and 84,429,764 shares were classified as preferred stock, of which 24,950,146 were outstanding. Under Aimco’s charter, its board of directors has the authority to classify and reclassify any of Aimco’s unissued shares of preferred stock into shares of capital 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 was in the best interests of Aimco’s stockholders or the Partnership’s Limited Partners.

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

As noted above, a third party is not likely to make an offer to acquire the Partnership unless that third party is also acquiring 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’s 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 prior approval of Aimco’s board of directors. 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’s capital 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

•

the secretary of the corporation may call a special meeting of stockholders at the request of stockholders only on the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting, even if the procedure is contrary to the charter or bylaws.

To date, Aimco has not made any of the elections described above. However, these provisions of Maryland law could have the effect of delaying or preventing someone from taking control of Aimco, even if a change in control was in the best interests of Aimco’s stockholders or the Partnership’s Limited Partners.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our properties are located in 44 states, the District of Columbia and Puerto Rico. Our geographic allocation strategy focuses on target markets which are grouped by region below. The following table sets forth information on all of our property operations as of December 31, 2008 and 2007:


	2008				2007
	Number of		Number		Number of		Number
	Properties		of Units		Properties		of Units

Conventional:
Pacific		38		10,504		39		10,616
Northeast		66		20,169		70		23,490
Sunbelt		104		30,928		144		39,554
Chicago		19		5,555		22		6,344

Total target markets		227		67,156		275		80,004
Opportunistic and other markets		83		26,288		164		47,528

Total conventional owned and managed		310		93,444		439		127,532


Affordable owned and managed		289		33,888		312		37,104
Property management		34		3,252		36		3,228
Asset management		359		32,223		382		35,176

Total		992		162,807		1,169		203,040

At December 31, 2008, we owned an equity interest in and consolidated 514 properties containing 117,719 apartment units, which we refer to as “consolidated properties.” These consolidated properties contain, on average, 229 apartment units, with the largest property containing 2,113 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 on Form 10-K. At December 31, 2008, we held an equity interest in and did not consolidate 85 properties containing 9,613 apartment units, which we refer to as “unconsolidated properties.” In addition, we provided property management services for 34 properties containing 3,252 apartment units, and asset management services for 359 properties containing 32,223 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, 2008, our consolidated properties classified as held for use in our consolidated balance sheet were encumbered by aggregate mortgage indebtedness totaling $6,281.1 million having an aggregate weighted average interest rate of 5.55%. Such mortgage indebtedness was secured by 497 properties with a combined net book value of $8,005.6 million. Included in the 497 properties, we had a total of 37 mortgage loans on 25 properties, with an aggregate principal balance outstanding of $483.7 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 2008.

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, 2008 and 2007:


							Distributions		Distributions
							Declared		Declared
							(per unit,		(per unit,
							adjusted)		adjusted)
Quarter Ended	2008			2007			2008 (2)		2007 (2)

December 31	$	3.88	(1)	$	3.11	(1)	$	3.22	$	2.18
September 30		3.00	(1)		0.60			2.20		0.42
June 30		0.60			0.60			0.44		0.42
March 31		0.00			0.00			0.00		0.00


(1)		During 2007 and 2008, we declared special distributions, which were paid part in cash and part in common OP Units issued to Aimco. These special distributions were in connection with special dividends declared by Aimco’s board of directors to address taxable gains from 2007 and 2008 property sales.

Portion

Portion Paid

Effective

Total

Paid to

to Aimco in

Common

Increase in

Declaration

Payment

Distribution

Total

Cash

Aimco in

common OP

OP Units

Units on

Date

Declared

Distribution

Paid

Cash

Units

issued

Record Date

December 21, 2007

January 30, 2008

2.51

$257.2 million

$79.3 million

$55.0 million

$177.9 million

4,594,074

4.48

July 18, 2008

August 29, 2008

3.00

$285.5 million

$80.0 million

$51.4 million

$205.5 million

5,731,310

6.02

October 16, 2008

December 1, 2008

1.80

$176.6 million

$70.3 million

$53.2 million

$106.4 million

12,572,267

12.81

December 18, 2008

January 29, 2009

2.08

$230.1 million

$80.3 million

$60.6 million

$149.8 million

15,627,330

14.12


(2)		Distributions declared per unit have been retroactively adjusted for the effect of additional common OP Units issued to Aimco pursuant to the special distributions discussed in Note (1) above.

Aimco’s board of directors determines and declares Aimco’s dividends. In making a dividend determination, Aimco’s board of directors considers a variety of factors, including: REIT distribution requirements; current market conditions; liquidity needs and other uses of cash, such as for deleveraging and accretive investment activities, including the repurchase of Aimco’s Class A Common Stock and preferred stock. Aimco previously announced that it intends to adjust its regular annual per share dividend from $2.40 (or $0.60 per quarter) to $1.00 (or $0.25 per quarter). Aimco’s board of directors may further adjust the dividend amount or the frequency with which the dividend is paid based on then prevailing facts and circumstances. We intend for our distributions to be consistent with Aimco’s dividends.

On February 25, 2009, there were 124,296,393 common OP Units outstanding, held by 2,622 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 exchanged on a one-for-one basis (subject to antidilution adjustments).

During the three and twelve months ended December 31, 2008, approximately 3,400 and 114,200 common OP Units were redeemed in exchange for an equal number of shares of Aimco Class A Common Stock, respectively (4,400 and 160,000 common OP Units, respectively, after adjustment for the shares of Aimco Class A Common Stock issued pursuant to the special dividends declared by Aimco’s board of directors). During the three and twelve months ended December 31, 2008, no preferred OP Units were issued in exchange for shares of Aimco Class A Common Stock. The following table summarizes repurchases of our equity securities for the three months ended December 31, 2008:

Total Number of

Units Purchased

Maximum Number

as Part of

of Units that

Publicly

May Yet Be

Total Number

Average

Announced

Purchased Under

of Units

Price Paid

Plans or

Fiscal period (2)

Purchased

per Unit

Programs (1)

October 1 – October 31, 2008

2,018,900

24.77

N/A

November 1 – November 30, 2008

908

18.48

N/A

December 1 – December 31, 2008

442

11.98

N/A

Total

2,020,250

24.75


(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, 2008, we repurchased approximately 13.9 million common OP Units concurrent with Aimco’s repurchase of an equal number of shares of Aimco Class A Common stock for approximately $473.5 million, or $34.02 per unit, or 19.3 million common OP Units for $24.48 per unit, as adjusted for common OP Units issued to Aimco in the special distributions discussed in Note 1 to the consolidated financial statements in Item 8. Also during the year ended December 31, 2008, we redeemed approximately 49,800 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, subject to certain non-cash adjustments, 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,
	2008			2007 (1)			2006 (1)			2005 (1)			2004 (1)
	(dollar amounts in thousands, except per unit data)
OPERATING DATA:
Total revenues	$	1,457,918		$	1,376,820		$	1,274,163		$	1,058,290		$	950,894
Total operating expenses		(1,253,151	)		(1,135,065	)		(1,044,052	)		(873,442	)		(759,647	)
Operating income		204,767			241,755			230,111			184,848			191,247
Income (loss) from continuing operations (2)		(118,863	)		(57,462	)		(54,040	)		(32,923	)		51,045
Income from discontinued operations, net (3)		594,358			91,579			251,104			113,669			246,033
Cumulative effect of change in accounting principle		—			—			—			—			(3,957	)
Net income		475,495			34,117			197,064			80,744			293,121
Net income attributable to preferred unitholders		61,354			73,144			90,527			98,946			96,922
Net income (loss) attributable to common unitholders		414,141			(39,027	)		106,537			(18,202	)		196,199
Earnings (loss) per common unit — basic and diluted (4):
Loss from continuing operations (net of income attributable to preferred unitholders)	$	(1.38	)	$	(0.87	)	$	(0.96	)	$	(0.88	)	$	(0.31	)
Net income (loss) attributable to common unitholders	$	3.17		$	(0.26	)	$	0.70		$	(0.12	)	$	1.32

BALANCE SHEET INFORMATION:
Real estate, net of accumulated depreciation	$	8,102,873		$	7,887,547		$	7,325,722		$	6,546,807		$	6,029,368
Total assets		9,418,008			10,620,597			10,303,091			10,031,759			10,086,229
Total indebtedness		6,777,121			6,402,972			5,612,045			4,874,966			4,249,107
Partners’ capital		1,435,140			1,876,006			2,537,602			2,945,402			3,291,087

OTHER INFORMATION:
Distributions declared per common unit (4)	$	5.86		$	3.02		$	1.69		$	2.10		$	1.69
Total consolidated properties (end of period)		514			657			703			619			676
Total consolidated apartment units (end of period)		117,719			153,758			162,432			158,548			169,932
Total unconsolidated properties (end of period)		85			94			102			264			330
Total unconsolidated apartment units (end of period)		9,613			10,878			11,791			35,269			44,728
Units managed (end of period) (5)		35,475			38,404			42,190			46,667			49,074


(1)		Certain reclassifications have been made to conform to the 2008 presentation. These reclassifications primarily represent presentation changes related to discontinued operations in accordance with Statement of Financial Accounting Standards No. 144.

(2)		Loss from continuing operations for the year ended December 31, 2008, includes a $107.5 million pre-tax provision for impairment losses on real estate development assets, which is discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.

(3)		Income from discontinued operations for the year ended December 31, 2008, includes $618.2 million in gains on disposition of real estate, net of minority partners’ interest, resulting from the sale of 151 properties, which is discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.

(4)		Per unit amounts for each of the periods presented have been retroactively adjusted for the effect of common OP Units issued to Aimco in connection with special distributions paid during 2008 and in January 2009 (see Note 1 to the consolidated financial statements in Item 8 for further discussion of the special distributions).

(5)		The years ended 2008, 2007, 2006, 2005 and 2004 include 32,223, 35,176, 38,617, 41,421 and 41,233 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.

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

Executive Overview

We are a limited partnership engaged in the acquisition, ownership, 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, 2008, we owned or managed 992 apartment properties containing 162,807 units located in 44 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; Adjusted Funds From Operations, or AFFO, which is FFO less spending for Capital Replacements; same store property operating results; net operating income; net operating income less spending for Capital Replacements, or Free Cash Flow; Economic Income; financial coverage ratios; and leverage as shown on our balance sheet. FFO and Capital Replacements 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; interest rates; and availability and cost of financing.

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.

As the financial and economic environment became more challenging during 2008, we focused on: serving and retaining residents; controlling costs and increasing efficiency through improved business processes and automation; controlling capital spending; minimizing our cost of capital, building cash and reducing leverage; and upgrading the quality of our portfolio through portfolio management. Additionally, in connection with 2008 property sales and expected reductions in redevelopment and transactional activities, we initiated an organizational restructuring during the fourth quarter of 2008. We expect 2009 to continue to be very difficult and will continue to evaluate our activities and organizational structure and intend to adjust as necessary.

Our portfolio management strategy includes property dispositions and acquisitions aimed at concentrating our portfolio in our target markets. Over the next two years and subject to market conditions and various REIT requirements, we expect to sell approximately $2.0 billion of conventional and affordable assets located primarily outside these target markets.

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

Results of Operations

Overview

2008 compared to 2007

We reported net income of $475.5 million and net income attributable to common unitholders of $414.1 million for the year ended December 31, 2008, compared to net income of $34.1 million and net loss attributable to common unitholders of $39.0 million for the year ended December 31, 2007, increases of $441.4 million and $453.1 million, respectively. These increases were principally due to the following items, all of which are discussed in further detail below:

•

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

•

an increase in gain on dispositions of unconsolidated real estate and other, primarily related to our disposition in 2008 of interests in two unconsolidated real estate partnerships; and

•

an increase in net operating income associated with property operations, reflecting improved operations of our same store properties and other properties.

The effects of these items on our operating results were partially offset by:

•

a provision for impairment losses on real estate development assets;

•

an increase in depreciation and amortization expense, primarily related to completed redevelopments; and

•

a restructuring provision recognized during the fourth quarter of 2008.

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, primarily due 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, primarily related to completed redevelopments and newly consolidated properties.

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; and

•

the recognition in 2007 of deferred debt extinguishment gains in connection with the refinancing of certain mortgage loans that had been restructured in a 1997 bankruptcy settlement.

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 investment management (portfolio strategy, capital allocation, joint ventures, tax credit syndication, acquisitions, dispositions and other transaction activities). Several members of our executive management team comprise our chief operating decision maker, as defined in FASB Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, and use various generally accepted industry financial measures to assess the performance and financial condition of the business, including: NAV; FFO; AFFO; same store property operating results; net operating income; Free Cash Flow; Economic Income; financial coverage ratios; and leverage as shown on our balance sheet. 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, 2008, 2007 and 2006 (in thousands):


	Year Ended December 31,
	2008		2007		2006
Real estate segment revenues:
Rental and other property revenues	$	1,350,950	$	1,296,142	$	1,212,958
Property management revenues, primarily from affiliates		6,345		6,923		12,312

		1,357,295		1,303,065		1,225,270

Real estate segment expenses:
Property operating expenses		626,001		596,902		549,716
Property management expenses		5,385		6,678		6,289

		631,386		603,580		556,005

Real estate segment net operating income	$	725,909	$	699,485	$	669,265

Consolidated 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,
	2008			2007			Change
Consolidated same store revenues	$	837,748		$	821,287			2.0	%
Consolidated same store expenses		325,514			329,122			-1.1	%

Same store net operating income		512,234			492,165			4.1	%
Reconciling items (1)		213,675			207,320			3.1	%

Real estate segment net operating income	$	725,909		$	699,485			3.8	%


Same store operating statistics:
Properties		219			219			—
Apartment units		69,565			69,565			—
Average physical occupancy		94.9	%		94.7	%		0.2	%
Average rent/unit/month	$	970		$	954			1.7	%


(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, 2008, compared to the year ended December 31, 2007, consolidated same store net operating income increased $20.1 million, or 4.1%. Revenues increased $16.5 million, or 2.0%, primarily due to higher average rent (up $16 per unit) and an increase in average physical occupancy. Expenses decreased by $3.6 million, or 1.1%, primarily due to decreases of $2.2 million in repair and maintenance expense, $1.4 million in turnover expense and $1.9 million in employee compensation and related expenses, offset by an increase of $2.0 million in utilities expense.

For the year ended December 31, 2008, compared to the year ended December 31, 2007, consolidated real estate segment net operating income related to consolidated properties other than same store properties increased by $6.4 million, or 3.1%. Increases in net operating income attributable to affordable, acquisition and redevelopment properties contributed to the increase, and were partially offset by increases in casualty losses of $6.5 million, including $2.7 million related to Tropical Storm Fay and Hurricane Ike during the year ended December 31, 2008.


	Year Ended December 31,
	2007			2006			Change
Consolidated same store revenues	$	821,287		$	780,052			5.3	%
Consolidated same store expenses		329,122			315,461			4.3	%

Same store net operating income		492,165			464,591			5.9	%
Reconciling items (1)		207,320			204,674			1.3	%

Real estate segment net operating income	$	699,485		$	669,265			4.5	%


Same store operating statistics:
Properties		219			219			—
Apartment units		69,565			69,565			—
Average physical occupancy		94.7	%		94.7	%		—
Average rent/unit/month	$	954		$	914			4.4	%


(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 $27.6 million, or 5.9%. Revenues increased $41.2 million, or 5.3%, primarily due to higher average rent (up $40 per unit) and a $6.4 million increase in utility reimbursements. Expenses increased by $13.7 million, or 4.3%, primarily due to increases of $5.1 million in employee compensation and related expenses, $2.5 million in contract services expense, $2.3 million in marketing expense, $2.1 million in taxes and $2.0 million in insurance expense.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, consolidated real estate segment net operating income related to consolidated properties other than same store properties increased by $2.6 million, or 1.3%. Increases in net operating income attributable to affordable, acquisition and redevelopment properties contributed to the increase, and were partially offset by an unfavorable change in casualty losses, resulting from casualty gains recognized in 2006.

Investment Management Segment

Our investment management segment includes activities and services related to our owned portfolio of properties as well as services provided to affiliated partnerships. Activities and services that fall within investment management include portfolio strategy, capital allocation, joint ventures, tax credit syndication, acquisitions, dispositions and other transaction activities. Within our owned portfolio, we refer to these activities as “Portfolio Management,” and their benefit is seen in property operating results and in investment gains. For affiliated partnerships, we refer to these activities as “Asset Management,” for which we are separately compensated through fees paid by third party investors. The expenses of this segment consist primarily of the costs of departments that perform these activities. 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 asset management fees as a predictable part of our core business strategy. 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 investment management segment for the years ended December 31, 2008, 2007 and 2006 (in thousands):


	Year Ended December 31,
	2008		2007		2006
Asset management and tax credit revenues	$	100,623	$	73,755	$	48,893
Investment management expenses		21,389		20,514		14,742

Investment segment net operating income (1)	$	79,234	$	53,241	$	34,151


(1)		Excludes certain items of income and expense, which are included in our consolidated statements of income in: other expenses, net; interest expense; interest income; (loss) gain on dispositions of unconsolidated real estate and other; and minority interest in consolidated real estate partnerships.

For the year ended December 31, 2008, compared to the year ended December 31, 2007, net operating income from investment management increased $26.0 million, or 48.8%. This increase is attributable to a $30.7 million increase in promote income, which is income earned in connection with the disposition of properties owned by our consolidated joint ventures, and a $9.2 million increase in other general partner transactional fees, partially offset by a $7.4 million decrease in asset management fees, a $0.9 million increase in investment management expenses and a $5.0 million decrease in revenues associated with our affordable housing tax credit syndication business, including syndication fees and other revenue earned in connection with these arrangements.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, net operating income from investment management increased $19.1 million, or 55.9%. 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 general partner transactional fees.

Other Operating Expenses (Income)

Depreciation and Amortization

For the year ended December 31, 2008, compared to the year ended December 31, 2007, depreciation and amortization increased $54.8 million, or 13.6%. This increase reflects depreciation of $74.8 million for newly acquired properties, completed redevelopments and other capital projects recently placed in service. This increase was partially offset by a decrease of $25.7 million in depreciation adjustments necessary to reduce the carrying amount of buildings and improvements to their estimated disposition value, or zero in the case of a planned demolition (see Impairment of Long-Lived Assets in Note 2 to the consolidated financial statements in Item 8).

For the year ended December 31, 2007, compared to the year ended December 31, 2006, depreciation and amortization increased $35.0 million, or 9.5%. 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 Impairment of Long-Lived Assets in Note 2 to the consolidated financial statements in Item 8).

General and Administrative Expenses

For the year ended December 31, 2008, compared to the year ended December 31, 2007, general and administrative expenses increased $8.4 million, or 9.2%. This increase is primarily attributable to higher personnel and related expenses of $6.1 million and an increase of $1.5 million in information technology communications costs.

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.

Other Expenses, Net

Other expenses, net includes franchise taxes, risk management activities, partnership administration expenses and certain non-recurring items.

For the year ended December 31, 2008, compared to the year ended December 31, 2007, other expenses, net changed unfavorably by $3.4 million. The net unfavorable change includes a $5.4 million write-off of certain communications hardware and capitalized costs during 2008 (see Capitalized Software Costs in Note 2 to the consolidated financial statements in Item 8) and a $1.2 million write-off of redevelopment costs associated with a change in the planned use of a property during 2008. The net unfavorable change also reflects $3.6 million of income recognized in 2007 related to the transfer of certain property rights to an unrelated party. These unfavorable changes were partially offset by a $3.7 million reduction in expenses of our self insurance activities (net of $2.8 million of costs in 2008 related to Tropical Storm Fay and Hurricane Ike) and a net decrease of $2.0 million in costs related to certain litigation matters.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, other expenses, net changed unfavorably by $3.6 million. The net unfavorable change is primarily attributable to 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. These unfavorable changes were partially offset by favorable changes related to 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, net for the year ended December 31, 2007, also includes $3.6 million of income related to the transfer of certain property rights to an unrelated party.

Restructuring Costs

In connection with 2008 property sales and an expected reduction in redevelopment and transactional activities, during the three months ended December 31, 2008, we initiated an organizational restructuring program that included reductions in workforce and related costs, reductions in leased corporate facilities and abandonment of certain redevelopment projects and business pursuits. As a result, we recognized a restructuring charge of $22.8 million ($20.5 million net of tax), which consists of: severance costs of $12.9 million; unrecoverable lease obligations and related costs of $6.4 million related to space that we will no longer use; and the write-off of deferred transaction costs totaling $3.5 million associated with certain acquisitions and redevelopment opportunities that we will no longer pursue. No comparable restructuring costs were incurred during the years ended December 31, 2007 or 2006.

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, 2008, compared to the year ended December 31, 2007, interest income decreased $23.7 million, or 57.0%. The decrease is primarily attributable to a decrease of $16.0 million due to lower interest rates on notes receivable, cash and restricted cash balances and lower average balances. The decrease also includes the effect of a $5.8 million net adjustment to accretion on certain discounted notes during the year ended December 31, 2008, resulting from a change in the estimated timing and amount of collection, and $1.5 million of accretion income recognized during the year ended December 31, 2007, related to the prepayment of principal on certain discounted loans collateralized by properties in West Harlem in New York City, which were funded in November 2006.

For the year ended December 31, 2007, as compared to the year ended December 31, 2006, interest income increased $6.5 million, or 18.5%. 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.

Interest Expense

For the year ended December 31, 2008, compared to the year ended December 31, 2007, interest expense, which includes the amortization of deferred financing costs, increased $13.3 million, or 3.7%. Interest on property loans payable increased $19.1 million due to higher balances resulting primarily from refinancing activities, offset by lower average interest rates. Interest expense also increased by $4.6 million due to decreases in capitalized interest related to redevelopment activities. These increases were partially offset by a $10.4 million decrease in corporate interest expense primarily due to lower average interest rates.

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 $29.4 million, or 9.0%. Interest on property debt increased $32.5 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.

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, 2008, compared to the year ended December 31, 2007, deficit distributions to minority partners decreased $6.6 million. This decrease reflects lower levels of distributions to minority interests in consolidated real estate partnerships in 2008, including distributions in connection with debt refinancing transactions.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, deficit distributions to minority partners increased $17.1 million. This increase reflects higher levels of distributions to minority interests in consolidated real estate partnerships in 2007, including several large distributions in connection with debt refinancing transactions.

Provision for Operating Real Estate Impairment Losses

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 estimated aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

For the year ended December 31, 2008, compared to the year ended December 31, 2007, provision for operating real estate impairment losses increased by $4.0 million, from $1.6 million to $5.6 million. This increase is primarily attributed to a reduction in the estimated holding period for certain assets anticipated to sell within twelve months, but that did not otherwise meet the criteria to be classified as held for sale at December 31, 2008.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, provision for operating real estate impairment losses increased by $2.4 million, from a recovery of $0.8 million in 2006 to a provision of $1.6 million in 2007. This increase is attributable to impairment losses recognized during 2007 on four properties classified as held for use relative to recoveries on previously recorded impairment losses recognized in 2006.

Provision for Impairment Losses on Real Estate Development Assets

In connection with the preparation of our annual financial statements, we assessed the recoverability of our investment in our Lincoln Place property, located in Venice, California. Based upon the recent decline in land values in Southern California and the expected timing of our redevelopment efforts, we determined that the total carrying amount of the property was no longer probable of full recovery and, accordingly, during the three months ended December 31, 2008, recognized an impairment loss of $85.4 million ($55.6 million net of tax).

Similarly, we assessed the recoverability of our investment in Pacific Bay Vistas (formerly Treetops), a vacant property located in San Bruno, California, and determined that the carrying value for the property exceeded its estimated fair value. Accordingly, we recognized an impairment loss of $5.7 million for this property during the three months ended December 31, 2008.

As part of the March 2002 acquisition of Casden Properties, Inc., we invested $50.0 million for a 20% passive interest in Casden Properties LLC, an entity organized to buy, re-entitle and develop land parcels in Southern California. Based upon the profit allocation agreement, we account for this investment as a note receivable and have been amortizing the discounted value of the investment to the $50.0 million previously estimated to be collectible through January 2, 2009, the initial dissolution date of the entity. The managing member is seeking to extend the dissolution date. In connection with the preparation of our annual financial statements and as a result of the aforementioned decline in Southern California land values, we determined our recorded investment of $47.1 million is not fully recoverable, and accordingly recognized an impairment loss of $16.3 million ($10.0 million net of tax) during the three months ended December 31, 2008.

The impairments discussed above totaled $107.5 million and are included in provisions for impairment losses on real estate development assets in our consolidated statement of income for the year ended December 31, 2008 included in Item 8. We recognized no comparable impairments on real estate development assets during the years ended December 31, 2007 or 2006.

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 disposition of interests in 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, 2008, compared to the year ended December 31, 2007, gain on dispositions of unconsolidated real estate and other increased $67.5 million. This increase is primarily attributable to a $98.4 million net gain on the disposition of interests in two unconsolidated real estate partnerships and a $1.7 million gain on the sale of an undeveloped land parcel during the year ended December 31, 2008. During 2007, we recognized a $6.0 million non-refundable option and extension fee resulting from the termination of rights under an option agreement to sell the North and Central towers of our Flamingo South Beach property, approximately $6.7 million of net gains on dispositions of land parcels and our share of gains on dispositions of properties by unconsolidated real estate partnerships, and 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).

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 $4.3 million. 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), the recognition of a $6.0 million non-refundable option and extension fee resulting from the termination of rights under an option agreement to sell the North and Central towers of our Flamingo South Beach property, and approximately $6.7 million of net gains on dispositions of land parcels and our share of gains on dispositions of properties by unconsolidated real estate partnerships in 2007, as compared to net gains of $27.7 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.

Income Tax Benefit

Certain of our operations, such as property management, asset management and risk management, are conducted through, and certain of our properties are owned by, Aimco’s 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 Aimco. Aimco also uses TRS entities to hold investments in certain properties. Income taxes related to the results of continuing operations of our TRS entities are included in income tax benefit in our consolidated statements of income.

For the year ended December 31, 2008, compared to the year ended December 31, 2007, income tax benefit increased by $33.5 million. This increase was primarily attributed to $36.1 million of income tax benefit recognized in 2008 related to the impairments of our Lincoln Place property and our investment in Casden Properties LLC, both of which are owned through TRS entities.

For the year ended December 31, 2007, compared to the year ended December 31, 2006, income tax benefit increased by $8.7 million. This increase was primarily attributable to an increase in losses from continuing operations of our TRS entities, due largely to favorable results from our self-insurance activities, which reduced losses of our TRS entities during 2006.

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, 2008, compared to the year ended December 31, 2007, minority interest in consolidated real estate partnerships changed favorably by $20.9 million. The change includes a $9.1 million favorable change relating to the minority interest share of losses for real estate partnerships consolidated during the fourth quarter of 2007, and the remainder relates to increases in the minority partners’ share of losses of our other consolidated real estate partnerships.

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 $13.6 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 an increase in the minority interest partners’ share of losses of other consolidated real estate partnerships.

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, 2008, 2007 and 2006, income from discontinued operations, net totaled $594.4 million, $91.6 million and $251.1 million, respectively. The $502.8 million increase in income from discontinued operations from 2007 to 2008 was principally due to a $515.3 million increase in gain on dispositions of real estate, net of minority partners’ interest and income taxes, a $31.2 million decrease in interest expense and a $36.3 million increase in recovery of deficit distributions to minority partners, partially offset by a $39.4 million decrease in operating income, a $19.1 million increase in real estate impairment losses and a decrease of $22.8 million attributable to a 2007 gain on debt extinguishment related to eight properties in the VMS partnership. The $159.5 million decrease in income from discontinued operations from 2006 to 2007 was principally due to a $163.4 million decrease in gain on dispositions of real estate, net of minority partners’ interest and income taxes, a $16.6 million decrease in recovery of deficit distributions to minority partners, a $12.0 million decrease in operating income and a $5.3 million increase in real estate impairment losses, partially offset by a $21.7 decrease in interest expense and an increase of $22.8 million attributable to a 2007 gain on debt extinguishment related to eight properties in the VMS partnership.

During 2008, we sold 151 consolidated properties, resulting in a net gain on sale of approximately $578.2 million (which is net of $40.0 million of related income taxes). Additionally, we recognized $24.0 million in impairment losses on assets sold or classified as held for sale in 2008 and $30.1 million of net recoveries of deficit distributions to minority partners. During 2007, we sold 73 consolidated properties, resulting in a net gain on sale of approximately $62.9 million (which is net of $2.1 million of related income taxes). Additionally, we recognized $4.9 million in impairment losses on assets sold or classified as held for sale in 2007 and $6.2 million 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 $226.3 million (which is net of $32.6 million of related income taxes). Additionally, we recognized $0.4 million in impairment recoveries on assets sold in 2006 and $10.4 million of net recoveries of deficit distributions to minority partners. For the years ended December 31, 2008, 2007 and 2006, income from discontinued operations includes the operating results of the properties sold or classified as held for sale as of December 31, 2008.

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

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. As discussed in Provision for Impairment Losses on Real Estate Development Assets within the preceding discussion of Results of Operations, during 2008 we recognized impairment losses on our Lincoln Place and Pacific Bay Vistas properties of $85.4 million ($55.6 million net of tax) and $5.7 million, respectively.

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;

•

availability and cost of financing;

•

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. In addition to the impairments of Lincoln Place and Pacific Bay Vistas discussed above and our investment in Casden Properties LLC discussed below, based on periodic tests of recoverability of long-lived assets, for the years ended December 31, 2008 and 2007, we recorded net impairment losses of $5.6 million and $1.6 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 consist 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 closed transactions or has entered into certain 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 amount 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, 2008, 2007 and 2006 we recorded net provisions for losses on notes receivable of $4.2 million, $4.0 million and $2.8 million, respectively. 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.

Additionally, as discussed in Provision for Impairment Losses on Real Estate Development Assets within the preceding discussion of Results of Operations, during 2008 we recognized an impairment loss of $16.3 million ($10.0 million net of tax) on our investment in Casden Properties LLC, which we account for as a note receivable.

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 area operations 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. 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, 2008, 2007 and 2006, for continuing and discontinued operations, we capitalized $25.7 million, $30.8 million and $24.7 million of interest costs, respectively, and $78.1 million, $78.1 million and $66.2 million 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 or repurchase related preferred OP Unit issuance costs and distributions on preferred OP Units and adding back distributions on dilutive preferred securities, discounts on preferred OP Unit redemptions or repurchases 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, 2008, 2007 and 2006, our FFO is calculated as follows (in thousands):


	2008			2007			2006
Net income (loss) attributable to common unitholders (1)	$	414,141		$	(39,027	)	$	106,537
Adjustments:
Depreciation and amortization (2)		458,595			403,786			368,783
Depreciation and amortization related to non-real estate assets		(18,012	)		(20,815	)		(22,898	)
Depreciation of rental property related to minority partners and unconsolidated entities (3) (4)		(36,571	)		(22,277	)		1,973
Depreciation of rental property related to minority partners’ interest — adjustment (5)		—			—			7,377
Gain on dispositions of unconsolidated real estate and other		(99,602	)		(32,061	)		(27,730	)
Income tax arising from disposition of unconsolidated real estate and other		(433	)		(17	)		—
Gain on dispositions of non-depreciable assets and debt extinguishment gain		1,670			26,702			11,526
Deficit distributions to minority partners (6)		25,984			32,599			15,519
Discontinued operations:
Gain on dispositions of real estate, net of minority partners’ interest (3)		(618,168	)		(65,076	)		(258,970	)
Depreciation of rental property, net of minority partners’ interest (3) (4)		50,786			65,334			107,545
Deficit distributions (recovery of deficit distributions) to minority partners, net (6)		(30,127	)		6,161			(10,441	)
Income tax arising from disposals		43,146			2,135			32,918
Preferred OP Unit distributions		62,836			70,509			83,679
Preferred OP Unit redemption related (gains) costs		(1,482	)		2,635			6,848

Funds From Operations	$	252,763		$	430,588		$	422,666
Preferred OP Unit distributions		(62,836	)		(70,509	)		(83,679	)
Preferred OP Unit redemption related gains (costs)		1,482			(2,635	)		(6,848	)
Distributions on dilutive preferred securities		5,309			1,875			2,444

Funds From Operations attributable to common unitholders — diluted	$	196,718		$	359,319		$	334,583


Weighted average number of common unit, common unit equivalents and dilutive preferred securities outstanding (8):
Common units and equivalents (7) (9)		131,231			153,054			154,683
Dilutive preferred securities		2,524			856			2,627

Total		133,755			153,910			157,310


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 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)		During the years ended December 31, 2008, 2007 and 2006, we had 7,191,199, 7,367,440 and 7,853,174 common OP Units outstanding and 2,367,629, 2,379,084 and 2,379,084 High Performance Units outstanding.

(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 common OP Units issued to Aimco in connection with the special distributions paid during 2008 and in January 2009, which are further discussed in Note 1 to the consolidated financial statements in Item 8.

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

Liquidity and Capital Resources

Liquidity is the ability to meet present and future financial obligations. 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 cash provided by operating activities are 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 may 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.

The current state of credit markets and related effect on the overall economy may have an adverse affect on our liquidity, both through increases in interest rates and credit risk spreads, and access to financing. As further discussed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, we are subject to interest rate risk associated with certain variable rate liabilities, preferred stock and assets. Based on our net variable rate liabilities, preferred OP Units and assets outstanding at December 31, 2008, we estimate that a 1.0 % increase in 30-day LIBOR with constant credit risk spreads would reduce our income attributable to common unitholders by approximately $4.6 million on an annual basis. From January 1, 2008 to December 31, 2008, both the SIFMA (previously the Bond Market Association index) and 30-day LIBOR rates, the predominant interest rates to which our variable rate debt obligations are indexed, decreased, with the SIFMA rate decreasing from 3.06% to 1.25% and the 30-day LIBOR rate decreasing from 4.57% to 0.45%. Although base interest rates have decreased, the tightening of credit markets has affected the credit risk spreads charged over base interest rates on, and the availability of, mortgage loan financing. For future refinancing activities, our liquidity and cost of funds may be affected by increases in base interest rates or higher credit risk spreads. If timely property financing options are not available for maturing debt, we may consider alternative sources of liquidity, such as reductions in certain capital spending or proceeds from asset dispositions.

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 SIFMA rate for tax-exempt bonds payable and the 30-day LIBOR rate for notes payable, plus a credit 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 total rate of return swaps require specified loan-to-value ratios. In the event the values of the real estate properties serving as collateral under these agreements decline, we may be required to provide additional collateral pursuant to the swap agreements, which would adversely affect our cash flows. The underlying borrowings are generally callable at our option, with no prepayment penalty, with 30 days advance notice, and the swaps generally have a term of less than five years. At December 31, 2008, we had total rate of return swap positions with two financial institutions totaling $422.1 million and had provided $3.2 million in cash collateral pursuant to the swap agreements to satisfy the loan-to-value ratio requirements.

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 is typically par value or contract value), which may require payment by us if the fair value is less than the purchased value, or to us if the fair value exceeds the purchased value. In the event we are unable to extend the arrangements at their maturities, the counterparty, who is also the creditor on the related borrowings, may desire to sell the borrowings. If the counterparty’s purchased value of the underlying borrowings exceeds the fair value of the underlying borrowings at the date of the swap maturities, we may elect to purchase the borrowings at counterparty’s purchased value to avoid incurring a termination payment under the swap arrangements. In such event, we would be required to refinance the borrowings or find other sources of liquidity to repay the borrowings.

We periodically evaluate counterparty credit risk associated with these arrangements. At the current time, we have concluded we do not have material exposure. In the event a counterparty were to default under these arrangements, loss of the net interest benefit we generally receive under these arrangements, which is equal to the difference between the fixed rate we receive and the variable rate we pay, may adversely affect our operating cash flows. See Derivative Financial Instruments in Note 2 to the consolidated financial statements in Item 8 for additional discussion of these arrangements, including the current swap maturity dates.

As of December 31, 2008, the amount available under our revolving credit facility was $578.8 million. For the years ending December 31, 2009 and 2010, we have non-recourse property debt maturities of $288.0 million and $284.7 million, respectively, at an average estimated loan-to-value of approximately 52% and 51%, respectively. Our total outstanding unsecured term debt of $400.0 million at December 31, 2008, matures in March 2011. In January 2009, we prepaid $50.0 million of the balance outstanding on the unsecured term debt. Additionally, we have limited obligations to fund redevelopment commitments during the year ending December 31, 2009, and no development commitments.

At December 31, 2008, we had $299.7 million in cash and cash equivalents, an increase of $89.2 million from December 31, 2007. At December 31, 2008, we had $258.3 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, 2008, our net cash provided by operating activities of $421.5 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 $44.1 million compared with the year ended December 31, 2007, driven primarily by a $48.3 million decrease in operating income of our consolidated properties, including those classified in discontinued operations, which was attributable to property sales in 2008 and 2007.

Investing Activities

For the year ended December 31, 2008, our net cash provided by investing activities of $1.3 billion consisted primarily of proceeds from disposition of real estate and interests in unconsolidated real estate partnerships, partially offset by capital expenditures and purchases of real estate.

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, 2008, we sold 151 consolidated properties. These properties were sold for an aggregate sales price of $2.4 billion and generated proceeds totaling $2.3 billion, after the payment of transaction costs and debt prepayment penalties. The $2.3 billion in proceeds is inclusive of promote income which is generated by the disposition of properties owned by our consolidated joint ventures, debt assumed by buyers and sales proceeds placed into escrows for tax-free exchanges and other purposes, all of which are excluded from proceeds from disposition of real estate in the consolidated statement of cash flows. Sales proceeds were used to repay property debt, repay borrowings under our revolving credit facility, repurchase common OP Units from Aimco in connection with Aimco’s concurrent repurchases of Class A Common Stock and preferred stock and for other corporate purposes.

Our portfolio management strategy includes property acquisitions and dispositions to concentrate our portfolio in our target markets. We are currently marketing for sale certain properties that are inconsistent with this long-term investment strategy. Additionally, from time to time, we may market certain properties that are consistent with this 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 acquisitions, 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 exclude 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, 2008, we spent a total of $101.4 million, $124.9 million, $22.8 million, $340.3 million and $24.2 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, 2008, on a per unit and total dollar basis. Per unit numbers for CR and CI are based on approximately 126,834 average units for the year, including 109,956 conventional units and 16,879 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	$	40,516		$	319
Turnover related		45,724			361
Capitalized site payroll and indirect costs		15,128			119

Our share of Capital Replacements	$	101,368		$	799


Capital Replacements:
Conventional	$	94,574		$	860
Affordable		6,794		$	403

Our share of Capital Replacements		101,368		$	799


Capital Improvements:
Conventional		113,870		$	1,036
Affordable		11,016		$	653

Our share of Capital Improvements		124,886		$	985


Casualties (1):
Conventional		21,228
Affordable		1,615

Our share of casualties		22,843


Redevelopment:
Conventional projects		226,307
Tax credit projects		113,945

Our share of redevelopment		340,252


Entitlement		24,156

Our share of capital expenditures		613,505
Plus minority partners’ share of consolidated spending		52,504
Less our share of unconsolidated spending		(776	)

Total capital expenditures per consolidated statement of cash flows	$	665,233


(1)		Casualties for the year ended December 31, 2008, reflect the portion of the anticipated spending related to Tropical Storm Fay and Hurricane Ike incurred as of December 31, 2008.

Included in the above spending for CI, casualties, redevelopment and entitlement, was approximately $63.1 million of our share of capitalized site payroll and indirect costs related to these activities for the year ended December 31, 2008.

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

Financing Activities

For the year ended December 31, 2008, net cash used in financing activities of $1.7 billion was primarily attributed to debt principal payments, redemption of common OP Units, distributions to minority interests, payment of common and preferred distributions, repurchases of common OP Units from Aimco in connection with Aimco’s concurrent repurchase of its Class A Common Stock, and repurchases of preferred OP Units. Proceeds from property loans and tax-exempt bond financing partially offset the cash outflows.

Mortgage Debt

At December 31, 2008 and 2007, we had $6.3 billion and $7.0 billion, respectively, in consolidated mortgage debt outstanding, which included $52.0 million and $1.1 billion, respectively, of mortgage debt classified within liabilities related to assets held for sale. During the year ended December 31, 2008, we refinanced or closed mortgage loans on 71 properties (including one unconsolidated property) generating $962.2 million of proceeds from borrowings with a weighted average interest rate of 5.51%. Our share of the net proceeds after repayment of existing debt, payment of transaction costs and distributions to limited partners, was $430.9 million. We used these total net proceeds for capital expenditures and other corporate purposes. We intend to continue to refinance mortgage debt primarily as a means of extending current and near term maturities.

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 September 2008, we entered into a fifth amendment to the Credit Facility that modifies certain provisions related to letters of credit.

During the year ended December 31, 2008, we repaid in full our $75.0 million term loan which was due for payment in September 2009. Following this repayment, the aggregate amount of commitments and loans under the Credit Agreement is $1.035 billion, comprised of a $400.0 million term loan and $635.0 million of revolving loan commitments. The $635.0 million of revolving loan commitments is after the elimination of a $15.0 million commitment held by Lehman Commercial Paper Inc. The $400.0 million term loan bears interest at LIBOR plus 1.5%, or at our option, a base rate equal to the prime rate, and matures March 2011. Our revolving credit facility matures May 2009, and may be extended for an additional year, subject to a 20.0 basis point fee on the total commitments. Borrowings under the revolver bear interest based on a pricing grid determined by leverage (currently at LIBOR plus 1.125%).

At December 31, 2008, the term loan had an outstanding principal balance of $400.0 million and a weighted average interest rate of 2.94%. In January 2009, we prepaid $50.0 million of the outstanding balance on the term debt. The amount available under the revolving credit facility at December 31, 2008, was $578.8 million (after giving effect to $56.2 million outstanding for undrawn letters of credit issued under the revolving credit facility). The proceeds of revolving loans are generally permitted to be used to fund working capital and for other corporate purposes.

Fair Value Measurements

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 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.

Our method used to calculate the fair value of the total rate of return swaps generally results in changes in fair value that are equal to the changes in fair value of the related borrowings, which is consistent with our hedging strategy. We believe that these financial instruments are highly effective in offsetting the changes in fair value of the related borrowings during the hedging period, and accordingly, changes in the fair value of these instruments have no material impact on our liquidity, results of operations or capital resources.

During the year ended December 31, 2008, changes in the fair values of these financial instruments resulted in decreases of $20.1 million in the carrying amount of the hedged borrowings and equal increases in accrued liabilities and other for total rate of return swaps. At December 31, 2008, the cumulative recognized changes in the fair value of these financial instruments resulted in a $29.5 million reduction in the carrying amount of the hedged borrowings offset by an equal increase in accrued liabilities and other for total rate of return swaps. The current and cumulative decreases in the fair values of the hedged borrowings and related swaps reflect the recent uncertainty in the credit markets which has decreased demand and increased pricing for similar debt instruments.

During the year ended December 31, 2008, we received net cash receipts of $16.7 million under the total return swaps, which positively impacted our liquidity. To the extent interest rates increase above the fixed rates on the underlying borrowings, our obligations under the total return swaps will negatively affect our liquidity. During the year ended December 31, 2008, we provided $3.2 million of cash collateral to satisfy certain loan-to-value requirements under the total rate of return swap agreements, which negatively affected our liquidity. In the event the values of the real estate properties serving as collateral under these agreements decline, we may be required to provide additional collateral pursuant to the swap agreements, which would adversely affect our liquidity.

See Note 2 to the consolidated financial statements in Item 8 for more information on our total rate of return swaps and related borrowings.

Partners’ Capital Transactions

During the year ended December 31, 2008, we paid cash distributions totaling $62.7 million and $267.4 million to preferred and common unitholders, respectively, and $18.8 million to holders of High Performance Units. Additionally, pursuant to the special distributions discussed in Note 1 to the consolidated financial statements in Item 8, during the year ended December 31, 2008, based on stockholder elections, Aimco paid $489.8 million of its special dividends through the issuance of approximately 22.9 million shares of Aimco Class A Common Stock. In connection with Aimco’s special dividends, we made a distribution to Aimco of common OP Units equal to the number of shares issued pursuant to its special dividends.

During September 2008, Aimco repurchased 54 shares, or $27.0 million in liquidation preference, of its Series A Community Reinvestment Act Perpetual Preferred Stock, $0.01 par value per share, for cash totaling $24.8 million. Concurrent with this repurchase, we repurchased from Aimco an equivalent number of outstanding Series A Community Reinvestment Act Perpetual Partnership Preferred Units.

In April 2008, we and Aimco filed a new shelf registration statement to replace the existing shelf (which was due to expire later in 2008) that provides for the issuance of debt securities by us and debt and equity securities by Aimco.

Aimco’s board of directors has, from time to time, authorized Aimco to repurchase shares of Aimco Class A Common Stock. Concurrent with Aimco’s repurchase of a corresponding number of shares of its Class A Common Stock, we repurchased from Aimco approximately 13.9 million common OP Units (19.3 million common OP Units after the effect of the special distributions) for approximately $473.5 million during the year ended December 31, 2008. As of December 31, 2008, Aimco was authorized to repurchase approximately 19.3 million additional shares of its Class A Common Stock under an authorization that has no expiration date. 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 we 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, 2008 (amounts in thousands):


			Less than						More than
	Total		One Year		1-3 Years		3-5 Years		5 Years

Scheduled long-term debt maturities	$	6,377,121	$	407,893	$	718,724	$	1,094,021	$	4,156,483
Term loan (1)		400,000		—		400,000		—		—
Redevelopment and other construction commitments		70,279		68,752		1,527		—		—
Leases for space occupied (2)		31,935		7,904		12,316		7,622		4,093
Other obligations (3)		5,595		5,595		—		—		—

Total	$	6,884,930	$	490,144	$	1,132,567	$	1,101,643	$	4,160,576


(1)		After payment of $50.0 million in January 2009, the term loan had an outstanding balance of $350.0 million.

(2)		Inclusive of leased space that has been abandoned as part of our organizational restructuring in 2008 (see Restructuring Costs in Note 3 to the consolidated financial statements in Item 8).

(3)		Represents a commitment to fund $5.6 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, capital improvements and capital replacement 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 2009, inclusive of the redevelopment commitments discussed in Contractual Obligations above, we expect to invest between $50.0 and $75.0 million in conventional redevelopment projects and between $30.0 and $45.0 million in affordable redevelopment projects, predominantly funded by third-party tax credit equity.

Off-Balance Sheet Arrangements

We own general and limited partner interests in unconsolidated real estate partnerships, in which our total ownership interests range typically from less than 1% up to 50%. However, based on the provisions of the relevant partnership agreements, we are not deemed to be the primary beneficiary or to have control of these partnerships sufficient to require or permit consolidation for accounting purposes (see Note 2 of the consolidated financial statements in Item 8). There are no lines of credit, side agreements, or any other derivative financial instruments related to or between our unconsolidated real estate partnerships and us and no material exposure to financial guarantees. Accordingly, our maximum risk of loss related to these unconsolidated real estate partnerships is limited to the aggregate carrying amount of our investment in the unconsolidated real estate partnerships and any outstanding notes receivable as reported in our consolidated financial statements (see Note 4 of the consolidated financial statements in Item 8 for additional information about our investments in unconsolidated real estate partnerships).

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure relates to changes in base interest rates, mortgage spreads and availability of credit. 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 use total rate-of-return swaps to obtain the benefit of variable rates on certain of our fixed rate debt instruments. We make limited use of other derivative financial instruments and we do not use them for trading or other speculative purposes.

We had $1,309.5 million of floating rate debt and $73.0 million of floating rate preferred OP Units outstanding at December 31, 2008. Of the total floating rate debt, the major components were floating rate tax-exempt bond financing ($563.4 million), floating rate secured notes ($335.6 million) and a term loan ($400.0 million). At December 31, 2008, we had approximately $717.2 million in cash and cash equivalents, restricted cash and notes receivable, the majority of which bear interest. We also had approximately $127.3 million of variable rate debt associated with our redevelopment activities, for which we capitalize a portion of the interest expense. The effect of our interest bearing assets and of capitalizing interest on variable rate debt associated with our redevelopment activities would partially reduce the effect of an increase in variable interest rates. 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 1989 has averaged 69% of the 30-day LIBOR rate. If this historical relationship continues, on an annual basis, we estimate that an increase in 30-day LIBOR of 1.0% (0.69% in tax-exempt interest rates) with constant credit risk spreads would result in our income before minority interests being reduced by $3.1 million and our income attributable to common unitholders being reduced by $4.3 million.

We estimate the fair value for our debt instruments using present value techniques that include income and market valuation approaches with market rates for debt with the same or similar terms. Present value calculations vary depending on the assumptions used, including the discount rate and estimates of future cash flows. In many cases, the fair value estimates may not be realizable in immediate settlement of the instruments. The estimated aggregate fair value of our consolidated debt (including amounts reported in liabilities related to assets held for sale) was approximately $6.7 billion and $7.6 billion at December 31, 2008 and 2007, respectively. The combined carrying value of our consolidated debt (including amounts reported in liabilities related to assets held for sale) was approximately $6.8 billion and $7.5 billion at December 31, 2008 and 2007, respectively. See Note 6 and 7 to the consolidated financial statements in Item 8 for further details on our consolidated debt. Refer to Derivative Financial Instruments in Note 2 to the consolidated financial statements in Item 8 for further discussion regarding certain of our fixed rate debt that is subject to total rate of return swap instruments. If market rates for our fixed-rate debt were higher by 1.0% with constant credit risk spreads, the estimated fair value of our debt discussed above would have decreased from $6.7 billion to $6.4 billion. If market rates for our debt discussed above were lower by 1.0% with constant credit risk spreads, the estimated fair value of our fixed-rate debt would have increased from $6.7 billion to $6.9 billion.

At December 31, 2008, we had swap positions with two financial institutions totaling $422.1 million. The related swap agreements provide for collateral calls to maintain specified loan-to-value ratios, pursuant to which we had provided $3.2 million of collateral as of December 31, 2008. In the event the values of the real estate properties serving as collateral under these agreements decline, we may be required to provide additional collateral pursuant to the swap agreements, which would adversely affect our cash flows.

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 of the Partnership; 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, 2008. 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, 2008, 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 has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2008 that has materially affected, or is 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, 2008, 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, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, 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 the Partnership as of December 31, 2008 and 2007, and the related consolidated statements of income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2008, and our report dated February 26, 2009 expressed an unqualified opinion thereon.


		/s/ ERNST & YOUNG LLP

Denver, Colorado
February 26, 2009

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 Executive Officers” and “Corporate Governance Matters — Code of Ethics” in the proxy statement for Aimco’s 2009 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 unit ownership with the Securities and Exchange Commission (“SEC”). Executive officers, directors and beneficial owners of more than ten percent of OP Units are required by SEC regulations to furnish us with copies of all such forms that they file. Based solely on our review of the copies of Forms 3, 4 and 5 and the amendments thereto received by us for the year ended December 31, 2008, 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, 2008, all filing requirements were complied with by the General Partner’s executive officers and directors and beneficial owners of more than ten percent of 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 audit committee and nominating and corporate governance committee, committees are not warranted for the Partnership. 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 & Analysis,” “Compensation and Human Resources Committee Report to Stockholders,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2008,” “Outstanding Equity Awards at Fiscal Year-End 2008,” “Option Exercises and Stock Vested in 2008” and “Potential Payments Upon Termination or Change in Control” in the proxy statement for Aimco’s 2009 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 2009 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, 2009, AIMCO-LP Trust held approximately 92% 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)


EXHIBIT NO.		DESCRIPTION

	10.8	Fifth Amendment to Senior Secured Credit Agreement, dated as of September 9, 2008, 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 11, 2008, is incorporated herein by this reference)

	10.9	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)

	10.10	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)

	10.11	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)

	10.12	Employment Contract executed on December 29, 2008, by and between AIMCO Properties, L.P. and Terry Considine (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, filed December 29, 2008, is incorporated herein by this reference)*

	10.13	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)^*

	10.14	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)^*

	10.15	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)^*

	10.16	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)*

	10.17	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)*

	10.18	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)*

	10.19	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

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, 2008 and 2007, and the related consolidated statements of income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2008. 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 the Partnership at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership’s internal control over financial reporting as of December 31, 2008, 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 26, 2009 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Denver, Colorado
February 26, 2009

F-2

AIMCO PROPERTIES, L.P.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2008 and 2007

(In thousands)


	2008			2007
ASSETS
Real estate:
Buildings and improvements	$	8,552,635		$	7,893,171
Land		2,332,457			2,355,103

Total real estate		10,885,092			10,248,274
Less accumulated depreciation		(2,782,219	)		(2,360,727	)

Net real estate		8,102,873			7,887,547
Cash and cash equivalents		299,676			210,461
Restricted cash		258,303			313,694
Accounts receivable, net		89,132			71,463
Accounts receivable from affiliates, net		33,536			34,958
Deferred financing costs, net		59,473			65,888
Notes receivable from unconsolidated real estate partnerships, net		22,567			35,186
Notes receivable from non-affiliates, net		136,633			143,054
Notes receivable from Aimco		15,551			14,765
Investment in unconsolidated real estate partnerships		108,181			116,086
Other assets		196,597			207,783
Deferred income tax assets, net		28,326			14,426
Assets held for sale		67,160			1,505,286

Total assets	$	9,418,008		$	10,620,597


LIABILITIES AND PARTNERS’ CAPITAL
Property tax-exempt bond financing	$	721,971		$	756,442
Property loans payable		5,559,169			5,096,473
Term loans		400,000			475,000
Other borrowings		95,981			75,057

Total indebtedness		6,777,121			6,402,972

Accounts payable		64,241			65,235
Accrued liabilities and other		411,114			441,042
Deferred income		195,997			200,199
Security deposits		43,277			41,141
Liabilities related to assets held for sale		56,341			1,151,198

Total liabilities		7,548,091			8,301,787


Minority interest in consolidated real estate partnerships		349,532			442,804
Redeemable preferred units (Note 11)		85,245			—

Commitments and contingencies (Note 8)

Partners’ capital:
Preferred units		689,026			803,593
General Partner and Special Limited Partner		708,386			853,615
Limited Partners		82,461			253,652
High Performance Units		(39,624	)		(28,703	)
Investment in Aimco Class A Common Stock		(5,109	)		(6,151	)

Total partners’ capital		1,435,140			1,876,006

Total liabilities and partners’ capital	$	9,418,008		$	10,620,597

See notes to consolidated financial statements.

F-3

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31, 2008, 2007 and 2006

(In thousands, except per unit data)


	2008			2007			2006
REVENUES:
Rental and other property revenues	$	1,350,950		$	1,296,142		$	1,212,958
Property management revenues, primarily from affiliates		6,345			6,923			12,312
Asset management and tax credit revenues		100,623			73,755			48,893

Total revenues		1,457,918			1,376,820			1,274,163


OPERATING EXPENSES:
Property operating expenses		626,001			596,902			549,716
Property management expenses		5,385			6,678			6,289
Investment management expenses		21,389			20,514			14,742
Depreciation and amortization		458,595			403,786			368,783
General and administrative expenses		99,040			90,667			91,571
Other expenses, net		19,939			16,518			12,951
Restructuring costs		22,802			—			—

Total operating expenses		1,253,151			1,135,065			1,044,052


Operating income		204,767			241,755			230,111

Interest income		17,916			41,636			35,132
Provision for losses on notes receivable, net		(4,179	)		(3,951	)		(2,785	)
Interest expense		(368,709	)		(355,440	)		(326,060	)
Deficit distributions to minority partners		(25,984	)		(32,599	)		(15,519	)
Equity in losses of unconsolidated real estate partnerships		(4,601	)		(277	)		(2,070	)
(Provision for) recoveries of operating real estate impairment losses		(5,617	)		(1,637	)		813
Provision for impairment losses on real estate development assets		(107,459	)		—			—
Gain on dispositions of unconsolidated real estate and other		99,602			32,061			27,730


Loss before income taxes, minority interest and discontinued operations		(194,264	)		(78,452	)		(52,648	)

Income tax benefit		53,371			19,840			11,095
Minority interest in consolidated real estate partnerships		22,030			1,150			(12,487	)

Loss from continuing operations		(118,863	)		(57,462	)		(54,040	)

Income from discontinued operations, net		594,358			91,579			251,104


Net income		475,495			34,117			197,064
Net income attributable to preferred unitholders		61,354			73,144			90,527

Net income (loss) attributable to common unitholders	$	414,141		$	(39,027	)	$	106,537


Earnings (loss) per common unit — basic and diluted:
Loss from continuing operations (net of preferred distributions)	$	(1.38	)	$	(0.87	)	$	(0.96	)
Income from discontinued operations		4.55			0.61			1.66

Net income (loss) attributable to common unitholders	$	3.17		$	(0.26	)	$	0.70


Weighted average common units outstanding — basic and diluted		130,772			149,883			151,285

Distributions declared per common unit	$	5.86		$	3.02		$	1.69

See notes to consolidated financial statements.

F-4

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

For the Years Ended December 31, 2008, 2007 and 2006

(In thousands)


				General
				Partner						High			Investment
				and Special						Perform-			In Aimco			Note
	Preferred			Limited			Limited			ance			Common			Receivable from
	Units			Partner			Partners			Units			Stock			Aimco			Total
Partners’ Capital at December 31, 2005	$	1,188,232		$	1,565,434		$	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	)		(6,848	)		—			—			—			—			(293,598	)
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		(89,674	)		—			—			—			—			—			(89,674	)
Adjustment to reflect Limited Partners’ capital at redemption value		—			(167,993	)		167,993			—			—			—			—

Partners’ Capital at December 31, 2006		914,215			1,208,866			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		815,053			842,155			253,652			(28,703	)		(6,151	)		—			1,876,006
Redemption of preferred units held by Aimco		(27,000	)		2,160			—			—			—			—			(24,840	)
Common units redeemed by Limited Partners to Special Limited Partner		—			4,182			(4,182	)		—			—			—			—
Contribution from Aimco related to employee stock purchases, net		—			1,671			—			—			—			—			1,671
Contribution from Aimco related to stock option exercises		—			481			—			—			—			—			481
Amortization of Aimco stock-based compensation		—			17,573			—			—			—			—			17,573
High Performance Unit valuation adjustment		—			—			—			389			—			—			389
Redemption of preferred units and common units		(976	)		—			(2,046	)		(1,146	)		—			—			(4,168	)
Repurchase of common units related to Aimco common stock repurchases		—			(473,532	)		—			—			—			—			(473,532	)
Other, net		—			(1,571	)		(8	)		—			—			—			(1,579	)
Net income		61,354			383,869			22,774			7,498			—			—			475,495
Distributions to common and high performance unitholders		—			(216,895	)		(50,896	)		(17,662	)		1,042			—			(284,411	)
Distributions to preferred unitholders		(62,700	)		—			—			—			—			—			(62,700	)
Reclassification of redeemable preferred units to temporary capital (Note 11)		(85,245	)		—			—			—			—			—			(85,245	)
Adjustment to reflect Limited Partners’ capital at redemption value		—			136,833			(136,833	)		—			—			—			—

Partners’ Capital at December 31, 2008	$	700,486		$	696,926		$	82,461		$	(39,624	)	$	(5,109	)	$	—		$	1,435,140

See notes to consolidated financial statements.

F-5

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2008, 2007 and 2006

(In thousands)


	2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	475,495		$	34,117		$	197,064

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		458,595			403,786			368,783
Deficit distributions to minority partners		25,984			32,599			15,519
Equity in losses of unconsolidated real estate partnerships		4,601			277			2,070
Provision for impairment losses on real estate development assets		107,459			—			—
Real estate impairment losses (recoveries), net		5,617			1,637			(813	)
Gain on dispositions of unconsolidated real estate and other		(99,602	)		(32,061	)		(27,730	)
Deferred income tax benefit		(53,371	)		(19,840	)		(11,095	)
Minority interest in consolidated real estate partnerships		(22,030	)		(1,150	)		12,487
Stock-based compensation expense		13,833			14,921			12,314
Amortization of deferred loan costs and other		10,694			9,827			14,893
Distributions of earnings from unconsolidated entities		14,619			4,239			3,578
Distributions of earnings to minority interest in consolidated real estate partnerships		(18,887	)		(17,406	)		(13,369	)
Discontinued operations:
Depreciation and amortization		57,288			96,554			129,994
Gain on disposition of real estate, net of minority partners’ interest		(618,168	)		(65,076	)		(258,970	)
Other adjustments to income from discontinued operations		33,314			(7,437	)		18,631
Changes in operating assets and operating liabilities:
Accounts receivable		4,848			7,453			(936	)
Other assets		53,699			(9,751	)		45,332
Accounts payable, accrued liabilities and other		(32,507	)		12,847			13,400

Total adjustments		(54,014	)		431,419			324,088

Net cash provided by operating activities		421,481			465,536			521,152


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of real estate		(112,655	)		(201,434	)		(153,426	)
Capital expenditures		(665,233	)		(689,719	)		(512,564	)
Proceeds from dispositions of real estate		2,060,344			431,863			958,604
Change in funds held in escrow from tax-free exchanges		345			25,863			(19,021	)
Cash from newly consolidated properties		241			7,549			23,269
Proceeds from sale of interests and distributions from real estate partnerships		94,277			198,998			45,662
Purchases of partnership interests and other assets		(28,121	)		(86,204	)		(37,570	)
Originations of notes receivable		(6,911	)		(10,812	)		(94,640	)
Proceeds from repayment of notes receivable		8,929			14,370			9,604
Distributions received from Aimco		1,042			923			924
Other investing activities		(6,347	)		37,927			13,122

Net cash provided by (used in) investing activities		1,345,911			(270,676	)		233,964


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from property loans		949,549			1,552,048			1,185,670
Principal repayments on property loans		(1,291,543	)		(850,484	)		(1,004,142	)
Proceeds from tax-exempt bond financing		50,100			82,350			75,568
Principal repayments on tax-exempt bond financing		(217,361	)		(70,029	)		(229,287	)
(Principal repayments) on and borrowings under term loans		(75,000	)		75,000			—
Net repayments on revolving credit facility		—			(140,000	)		(77,000	)
Proceeds from (payments on) other borrowings		21,367			(8,468	)		(22,838	)
Proceeds from issuance of preferred stock, net		—			—			97,491
Repurchases and redemptions of preferred units		(24,840	)		(102,000	)		(286,750	)
Repurchase of common units		(502,296	)		(307,382	)		(109,937	)
Proceeds from Class A Common Stock option exercises		481			53,719			107,603
Payment of distributions to minority interest		(229,650	)		(151,093	)		(84,389	)
Payment of distributions to General Partner and Special Limited Partner		(213,328	)		(231,729	)		(232,621	)
Payment of distributions to Limited Partners		(55,770	)		(16,760	)		(19,964	)
Payment of distributions to High Performance Units		(18,757	)		(5,710	)		(5,718	)
Principal repayments received on notes due on common unit purchases		1,458			1,659			21,844
Payment of distributions to preferred units		(62,733	)		(74,221	)		(84,087	)
Other financing activities		(9,854	)		(21,123	)		(18,465	)

Net cash used in financing activities		(1,678,177	)		(214,223	)		(687,022	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		89,215			(19,363	)		68,094
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		210,461			229,824			161,730

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	299,676		$	210,461		$	229,824

See notes to consolidated financial statements.

F-6

AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008

NOTE 1 — Organization

AIMCO Properties, L.P., a Delaware limited partnership, or the Partnership, and together with its consolidated subsidiaries 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 Trust, 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 exchanged 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” and “us” 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, 2008, we:

•

owned an equity interest in and consolidated 117,719 units in 514 properties (which we refer to as “consolidated properties”), of which 114,966 units were also managed by us;

•

owned an equity interest in and did not consolidate 9,613 units in 85 properties (which we refer to as “unconsolidated properties”), of which 4,546 units were also managed by us; and

•

provided services for or managed 35,475 units in 393 properties, primarily pursuant to long-term agreements (including 32,223 units in 359 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, 2008, we had outstanding 108,315,704 common OP Units, 28,164,846 preferred OP Units and 2,344,719 High Performance Units.

In December 2007, July 2008, October 2008, and December 2008, we declared special distributions payable on January 30, 2008, August 29, 2008, December 1, 2008, and January 29, 2009, respectively, to holders of record of common OP Units and High Performance Units on December 31, 2007, July 28, 2008, October 27, 2008, and December 29, 2008, respectively. The special distributions were paid on common OP Units and High Performance Units in the amounts listed below. We distributed to Aimco common OP Units equal to the number of shares we issued pursuant to Aimco’s corresponding special dividends (discussed below) in addition to approximately $0.60 per unit in cash. Holders of common OP Units other than Aimco and holders of High Performance Units received the distribution entirely in cash, in the amounts noted below.

F-8

Also in December 2007, July 2008, October 2008, and December 2008, Aimco’s board of directors declared corresponding special dividends payable on January 30, 2008, August 29, 2008, December 1, 2008, and January 29, 2009, respectively, to holders of record of our Common Stock on December 31, 2007, July 28, 2008, October 27, 2008, and December 29, 2008, respectively. A portion of the special dividends in the amount of $0.60 per share represents payment of the regular dividend for the quarters ended December 31, 2007, June 30, 2008, September 30, 2008, and December 31, 2008, and the remaining amount per share represents an additional dividend associated with taxable gains from property dispositions. The special dividends were paid in the amounts listed in the table below. Portions of the special dividends were paid through the issuance of shares of Aimco Class A Common Stock.


Special Distributions	January 2008			August 2008			December 2008			January 2009
Distribution per unit	$	2.51		$	3.00		$	1.80		$	2.08
Total distribution	$257.2 million			$285.5 million			$176.6 million			$230.1 million
Common OP Units and High Performance Units outstanding on record date		102,478,510			95,151,333			98,136,520			110,654,142
Common OP Units held by Aimco		92,795,891			85,619,144			88,650,980			101,169,951
Total distribution on Aimco common OP Units	$232.9 million			$256.9 million			$159.6 million			$210.4 million
Cash distribution to Aimco	$55.0 million			$51.4 million			$53.2 million			$60.6 million
Portion of distribution paid to Aimco through issuance of common OP Units	$177.9 million			$205.5 million			$106.4 million			$149.8 million
Common OP Units issued to Aimco pursuant to distributions		4,594,074			5,731,310			12,572,267			15,627,330
Effective increase in outstanding common OP Units and High Performance units on record date		4.48	%		6.02	%		12.81	%		14.12	%
Cash distributed to holders of common OP Units and High Performance Units other than Aimco	$24.3 million			$28.6 million			$17.0 million			$19.7 million
Amounts after elimination of the effects of units held by us and our consolidated subsidiaries:
Common OP Units and High Performance Units outstanding on record date		102,062,370			94,714,854			97,671,996			110,127,008
Common OP Units held by Aimco		92,379,751			85,182,665			88,186,456			100,642,817
Total distribution	$256.2 million			$284.1 million			$175.8 million			$229.1 million
Total distribution on Aimco common OP Units	$231.9 million			$255.5 million			$	158.2 million		$209.3 million
Cash distribution to Aimco	$54.8 million			$51.1 million			$52.9 million			$	60.3 million
Portion of dividend paid through issuance of shares	$177.1 million			$204.4 million			$105.3 million			$149.0 million
Common OP Units issued pursuant to distribution		4,573,735			5,703,265			12,509,657			15,548,996

The effect of the issuance of additional units pursuant to the special dividends 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 prior to the ex-dividend date of the special distributions, including unit issuances, repurchases and forfeitures, have been adjusted to reflect the effective increases in the number of units, except in limited instances where noted otherwise.

F-9

The following table reconciles our common OP Units issued and outstanding at December 31, 2008, to our common OP Units outstanding at December 31, 2008, per the consolidated financial statements:


Common OP Units issued and outstanding	108,315,704
Common OP Units issued to Aimco pursuant to the special distributions	15,627,330
Elimination of units owned by us and our consolidated subsidiaries (prior to January 2009 special distribution)	(527,134	)
Elimination of units issued to us and our consolidated subsidiaries pursuant to the January 2009 special distribution	(78,334	)
Forfeitures and other activity not yet processed by transfer agent	(17,217	)

Common OP Units outstanding at December 31, 2008, per consolidated financial statements	123,320,349

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. We consolidate all variable interest entities for which we are the primary beneficiary. Generally, we consolidate real estate partnerships and other entities that are not variable interest entities when we own, directly or indirectly, a majority voting interest in the entity or are otherwise able to control the entity. All significant intercompany balances and transactions have been eliminated in consolidation.

Interests held in consolidated real estate partnerships by limited partners other than us are reflected as minority interest in consolidated real estate partnerships. 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 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 partner in a limited partnership or a member in a limited liability company.

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.

In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; our and the other investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions.

As of December 31, 2008, we were the primary beneficiary of, and therefore consolidated, 93 VIEs, which owned 70 apartment properties with 10,096 units. Real estate with a carrying value of $796.7 million collateralized the $472.0 million of debt of those VIEs. The creditors of the consolidated VIEs do not have recourse to our general credit. As of December 31, 2008, we also held variable interests in 130 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 181 apartment properties with 11,181 units. We are involved with those VIEs as an equity holder, lender, management agent, or through other contractual relationships. At December 31, 2008, 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 $5.6 million. We may be subject to additional losses to the extent of any financial support that we voluntarily provide in the future. Additionally, the provision of financial support in the future may require us to consolidate a VIE.

F-10

Adoption of EITF 04-5

In June 2005, the Financial Accounting Standards Board, or FASB, 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.

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.

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, accounting principles generally accepted in the United States of America, or 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 $24.4 million.

Adoption of SFAS 157

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 and requires disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data, and to nonrecurring fair value measurements of non-financial assets and non-financial liabilities for fiscal years beginning after November 15, 2008. The provisions of SFAS 157 are applicable to recurring and nonrecurring fair value measurements of financial assets and liabilities for fiscal years beginning after November 15, 2007, including interim periods within those fiscal years. We adopted the provisions of SFAS 157 that apply to recurring and nonrecurring fair value measurements of financial assets and liabilities effective January 1, 2008, and at that time determined no transition adjustment was required.

F-11

Following is a description of the valuation methodologies used for our significant financial instruments measured at fair value on a recurring or nonrecurring basis. Although some of the valuation methodologies use observable market inputs in limited instances, the majority of inputs we use are unobservable and are therefore classified within Level 3 of the valuation hierarchy.


Fair Value
Measurement		Valuation Methodologies
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 real estate, the collateral for the loan, which represents the primary source of loan repayment. The fair value of the collateral, such as real estate or interests in real estate partnerships, is estimated through income and market valuation approaches using information such as broker estimates, purchase prices for recent transactions on comparable assets and net operating income capitalization analyses using observable and unobservable inputs such as capitalization rates, asset quality grading, geographic location analysis, and local supply and demand observations.

Total rate of return swaps		Our total rate of return swaps have contractually-defined termination values generally equal to the difference between the fair value and the counterparty’s purchased value of the underlying borrowings. Upon termination, we are required to pay the counterparty the difference if the fair value is less than the purchased value, and the counterparty is required to pay us the difference if the fair value is greater than the purchased value. The underlying borrowings are generally callable, at our option, at face value prior to maturity and with no prepayment penalty. Due to our control of the call features in the underlying borrowings, we believe the inherent value of any differential between the fixed and variable cash payments due under the swaps would be significantly discounted by a market participant willing to purchase or assume any rights and obligations under these contracts.

		The swaps are generally cross-collateralized with other swap contracts with the same counterparty and do not allow transfer or assignment, thus there is no alternate or secondary market for these instruments. Accordingly, our assumptions of the fair value that a willing market participant would assign in valuing these instruments are based on a hypothetical market in which the highest and best use of these contracts is in-use in combination with the related borrowings, similar to how we use the contracts. Based on these assumptions, we believe the termination value, or exit value, of the swaps approximates the fair value that would be assigned by a willing market participant. We calculate the termination value using a market approach by reference to estimates of the fair value of the underlying borrowings, which are discussed below, and an evaluation of potential changes in the credit quality of the counterparties to these arrangements. We compare our estimates of fair value of the swaps and related borrowings to valuations provided by the counterparties on a quarterly basis.

		Our method for calculating fair value of the swaps generally results in changes in fair value equal to the changes in fair value of the related borrowings. We believe these instruments are highly effective in offsetting the changes in fair value of the borrowings during the hedging period.

F-13


Fair Value
Measurement		Valuation Methodologies
Changes in fair value of borrowings subject to total rate of return swaps		We recognize changes in the fair value of certain borrowings subject to total rate of return swaps, which we have designated as fair value hedges in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, or SFAS 133.

		We estimate the fair value of debt instruments using an income and market approach, including comparison of the contractual terms to observable and unobservable inputs such as market interest rate risk spreads, collateral quality and loan-to-value ratios on similarly encumbered assets within our portfolio. These borrowings are collateralized and non-recourse to us; therefore, we believe changes in our credit rating will not materially affect a market participant’s estimate of the borrowings’ fair value.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Amounts subject to SFAS 157 reported at fair value in our consolidated balance sheet at December 31, 2008, all of which are based on significant unobservable inputs classified within Level 3 of the fair value hierarchy, are summarized below (in thousands):


	Assets (Liabilities)
Total rate of return swaps	$	(29,495	)
Cumulative reduction of carrying amount of debt instruments subject to total rate of return swaps	$	29,495

Changes in Level 3 Fair Value Measurements

The table below presents the balance sheet amounts at December 31, 2007 and 2008 (and the changes in fair value between such dates) for fair value measurements classified within Level 3 of the valuation hierarchy (in thousands). When a determination is made to classify a fair value measurement within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, Level 3 fair value measurements typically include, in addition to the unobservable or Level 3 components, observable components that can be validated to observable external sources; accordingly, the changes in fair value in the table below are due in part to observable factors that are part of the valuation methodology.


				Unrealized			Realized gains
	Fair value at			Gains (Losses)			(losses)		Fair value at
	December 31,			included in			included in		December 31,
	2007			earnings (1)			earnings (2)		2008
Total rate of return swaps	$	(9,420	)	$	(20,075	)(3)	$	—	$	(29,495	)
Changes in fair value of debt instruments subject to total rate of return swaps		9,420			20,075	(3)		—		29,495

Total	$	—		$	—		$	—	$	—


(1)		Unrealized gains (losses) relate to periodic revaluations of fair value and have not resulted from the settlement of a swap position.

(2)		For total rate of return swaps, realized gains (losses) occur upon the settlement, resulting from the repayment of the underlying borrowings or the early termination of the swap, and include any net amounts paid or received upon such settlement. During the year ended December 31, 2008, we terminated total rate of return swaps with notional amounts totaling $90.3 million in connection with the sale of four properties and repayment of the related hedged debt. We repaid the debt at the swap counterparty’s purchased value, and accordingly we incurred no termination payments upon termination of the related swaps.

(3)		Included in interest expense in the accompanying consolidated statements of income.

F-14

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, 2008, due to their relatively short-term nature and high probability of realization. We estimate fair value for our notes receivable and debt instruments using present value techniques that include income and market valuation approaches with market rates for debt with the same or similar terms. Present value calculations vary depending on the assumptions used, including the discount rate and estimates of future cash flows. 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 $161.6 million and $191.5 million at December 31, 2008 and 2007, respectively. See Note 5 for further information on notes receivable. The estimated aggregate fair value of our consolidated debt (including amounts reported in liabilities related to assets held for sale) was approximately $6.7 billion and $7.6 billion at December 31, 2008 and 2007, respectively. The combined carrying value of our consolidated debt (including amounts reported in liabilities related to assets held for sale) was approximately $6.8 billion and $7.5 billion at December 31, 2008 and 2007, respectively. See Note 6 and Note 7 for further details on our consolidated debt. 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.

Adoption of SFAS 159

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets 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 SFAS 159 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.

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 of 1986, as amended, which we refer to as the 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 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.

We have 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. 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 determined that these partnerships are most appropriately accounted for by us as wholly owned subsidiaries. We also determined 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, and 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.

F-15

In summary, our 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 10% 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.

During the years ended December 31, 2008, 2007 and 2006, we recognized syndication fee income of $3.4 million, $13.8 million and $12.7 million, respectively, and revenue associated with the delivery of tax benefits of $29.4 million, $24.0 million and $16.0 million, respectively. At December 31, 2008 and 2007, $159.6 million and $149.2 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.

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

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 depreciation and amortization 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.

F-16

At December 31, 2008 and 2007, deferred income in our consolidated balance sheets includes below-market lease values totaling $36.2 million and $45.0 million, respectively which are net of accumulated amortization of $16.6 million and $12.2 million, respectively. Additions to below-market leases resulting from acquisitions during the year ended December 31, 2007 totaled $18.9 million, and there were no such additions during the years ended December 31, 2008 or 2006. During the years ended December 31, 2008, 2007 and 2006, we included amortization of below-market leases of $4.4 million, $4.6 million and $2.8 million, respectively, in rental and other property revenues in our consolidated statements of income. During the year ended December 31, 2008, we revised the estimated fair value of assets acquired and liabilities assumed in acquisitions completed in 2007, resulting in a $4.4 million reduction of below-market lease values and a corresponding reduction in buildings and improvements. At December 31, 2008, our below-market leases had a weighted average amortization period of 7.3 years and estimated aggregate amortization expense for each of the five succeeding years as follows:


2009	$	4.4
2010		3.9
2011		3.6
2012		3.2
2013		2.8

Capital Expenditures and Related Depreciation

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 area operations 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. 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.

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. All capitalized site payroll and indirect costs are allocated proportionately, based on direct costs, among capital projects and depreciated over the estimated useful lives of such projects.

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.

For the years ended December 31, 2008, 2007 and 2006, for continuing and discontinued operations, we capitalized $25.7 million, $30.8 million and $24.7 million, respectively, of interest costs, and $78.1 million, $78.1 million and $66.2 million, respectively, of site payroll and indirect costs, respectively.

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, 2008 and 2007, we recorded operating real estate impairment losses of $5.6 million and $1.6 million, respectively, related to properties to be held and used. For the year ended December 31, 2006, we recorded net recoveries of previously recorded operating real estate impairment losses of $0.8 million.

F-17

The impairment losses related to Lincoln Place, Pacific Bay Vistas and our investment in Casden Properties LLC (see
Note 5), are included in provision for impairment losses on real estate development assets in our consolidated statement of income for the year ended December 31, 2008.

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 $11.8 million, $37.3 million and $34.7 million, and resulted in decreases in basic and diluted earnings per unit of $0.09, $0.25 and $0.23, for the years ended December 31, 2008, 2007 and 2006, 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 are stated net of allowances for doubtful accounts of approximately $3.3 million and $3.1 million as of December 31, 2008 and 2007, 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 $5.0 million and $4.6 million as of December 31, 2008 and 2007, 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 $5.6 million and $5.3 million as of December 31, 2008 and 2007, respectively.

F-18

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 depreciation and amortization.

Advertising Costs

We generally expense all advertising costs as incurred to property operating expense. For the years ended December 31, 2008, 2007 and 2006, for both continuing and discontinued operations, total advertising expense was $36.0 million, $38.0 million and $34.7 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.”

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.

F-19

Intangible Assets

At December 31, 2008 and 2007, 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 2008, 2007 or 2006.

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, 2008, 2007 and 2006, we capitalized software development costs totaling $20.9 million, $11.9 million and $6.5 million, respectively. At December 31, 2008 and 2007, other assets included $35.7 million and $29.0 million of net capitalized software, respectively. During the years ended December 31, 2008, 2007 and 2006, we recognized amortization of capitalized software of $10.0 million, $10.8 million and $14.5 million, respectively, which is included in depreciation and amortization in our consolidated statements of income.

During the year ended December 31, 2008, we reassessed our approach to communication technology needs at our properties, which resulted in the discontinuation of an infrastructure project and a $5.4 million write-off of related hardware and capitalized internal and consulting costs included in other assets. The write-off, which is net of sales proceeds, is included in other (income) expenses, net. During the year ended December 31, 2008, we additionally recorded a $1.6 million write-off of certain software and hardware assets that are no longer consistent with our information technology strategy. This write-off is included in depreciation and amortization. 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 year ended December 31, 2006.

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 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, 2008, 2007 and 2006, we recorded charges for partnership losses resulting from depreciation of approximately $9.0 million, $12.2 million and $31.8 million respectively, that were not allocated to minority partners because the losses exceeded the carrying amount of the minority interest.

F-20

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 $349.5 million at December 31, 2008. 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, 2008. 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, or SFAS 123R (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 Securities Industry and Financial Markets Association Municipal Swap Index, or SIFMA, rate (previously the Bond Market Association index) for tax-exempt 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, and the swaps generally have a term of less than five years. 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.

F-21

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 $421.7 million and $487.2 million at December 31, 2008 and 2007, respectively, are reflected as variable rate borrowings in Note 6. During the years ended December 31, 2008 and 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 $20.1 million and $9.4 million respectively, and increased accrued liabilities and other by the same amount, with no net impact on net income. During 2006 there were no material adjustments for changes in fair value for the hedged debt or total rate of return swaps. See Adoption of SFAS 157 in Note 2 for further discussion of fair value measurements related to these arrangements. During 2008, 2007 and 2006, we determined these hedges were fully effective and accordingly we made no adjustments to interest expense for ineffectiveness.

At December 31, 2008, the weighted average fixed receive rate under the total return swaps was 6.8% and the weighted average variable pay rate was 1.8%, based on the applicable SIFMA and 30-day LIBOR rates effective as of that date. Further information related to our total return swaps as of December 31, 2008 is as follows:


											Weighted Average
				Weighted			Swap Notional		Swap		Swap
Debt Principal		Year of Debt		Average Debt			Amount		Maturity		Variable Pay Rate at
(millions)		Maturity		Interest Rate			(millions)		Date		December 31, 2008
$	26.1		2009		9.0	%	$	26.3		2009		2.1	%
	60.0		2012		7.5	%		60.0		2012		2.7	%
	24.0		2015		6.9	%		24.0		2011		1.7	%
	14.2		2018		7.3	%		14.2		2011		1.7	%
	12.3		2021		6.2	%		12.3		2012		1.7	%
	12.0		2024		6.3	%		12.0		2011		1.7	%
	54.6		2025		5.5	%		54.4		2011		1.3	%
	47.9		2026		7.4	%		47.9		2011		1.7	%
	45.0		2031		7.4	%		45.0		2011		1.7	%
	100.6		2036		6.2	%		101.0		2010-2012		1.7	%
	12.5		2038		6.5	%		12.5		2011		1.9	%
	12.5		2048		5.5	%		12.5		2011		1.9	%

$	421.7						$	422.1

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

F-22

Aimco has elected to be taxed as a REIT under 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 an 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 Aimco transacts business or Aimco’s 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 and our operating cash flow and net income.

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. Aimco also uses TRS entities to hold investments in certain properties.

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. We recognize the tax consequences associated with intercompany transfers between the REIT and TRS entities when the related assets are sold to third parties, impaired or otherwise disposed of for financial reporting purposes.

In March 2008, we were notified by the Internal Revenue Service that it intended to examine our 2006 Federal tax return. During June 2008, the IRS issued AIMCO-GP, Inc., our general and tax matters partner, a summary report including the IRS’s proposed adjustments to our 2006 Federal tax return. We do not expect the proposed adjustments to have any material effect on our unrecognized tax benefits, financial condition or results of operations.

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. 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, August 29, 2008, December 1, 2008, and January 29, 2009, pursuant to the special distributions. Earnings per unit amounts for each period presented reflect the retroactively adjusted weighted average unit and equivalent counts.

Concentration of Credit Risk

Financial instruments that potentially could subject us to significant concentrations of credit risk consist principally of notes receivable and total rate of return swaps. As discussed in Note 5, a significant portion of our notes receivable at December 31, 2008, are collateralized by properties in the West Harlem area 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.

F-23

At December 31, 2008, we had total rate of return swap positions with two financial institutions totaling $422.1 million. The swap positions with one counterparty are comprised of $409.8 million of fixed rate debt effectively converted to variable rates using total rate of return swaps, including $349.8 million of tax-exempt bonds indexed to SIFMA and $60.0 million of taxable second mortgage notes indexed to LIBOR. Additionally, the swap agreements with this counterparty provide for collateral calls to maintain specified loan-to-value ratios. As of December 31, 2008, we had provided this counterparty $3.2 million in cash collateral, which is included in other assets in our consolidated balance sheet. We have one swap position with another counterparty that is comprised of $12.3 million of fixed rate tax-exempt bonds indexed to SIFMA. We periodically evaluate counterparty credit risk associated with these arrangements. At the current time, we have concluded we do not have material exposure. In the event either counterparty were to default under these arrangements, loss of the net interest benefit we generally receive under these arrangements, which is equal to the difference between the fixed rate we receive and the variable rate we pay, may adversely impact our results of operations and operating cash flows. In the event the values of the real estate properties serving as collateral under these agreements decline, we may be required to provide additional collateral pursuant to the swap agreements, which would adversely affect our cash flows.

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 2007 and 2006 financial statements amounts have been reclassified to conform to the 2008 presentation.

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

Real Estate Acquisitions

During the year ended December 31, 2008, we acquired three conventional properties with a total of 470 units, located in San Jose, California, Brighton, Massachusetts and Seattle, Washington. The aggregate purchase price of $111.5 million, excluding transaction costs, was funded using $39.0 million in proceeds from mortgage loans, $41.9 million in tax-free exchange proceeds (provided by 2008 real estate dispositions) and the remainder in cash.

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, excluding 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, excluding 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.

Acquisitions of Partnership Interests

During the years ended December 31, 2008 and 2007, we acquired limited partnership interests in 22 and 50 partnerships respectively, in which our affiliates served as general partner. In connection with such acquisitions, we paid cash of approximately $2.0 million and $47.4 million, including transaction costs. The cost of the acquisitions was approximately $2.4 million and $43.6 million in excess of the carrying amount of minority interest in such limited partnerships, which excess we generally assigned to real estate.

Disposition of Unconsolidated Real Estate

During the year ended December 31, 2008, we disposed of our interest in unconsolidated real estate partnerships that owned two properties with 671 units. Our net gain on the disposition of these interests totaled $98.4 million and is included in gain on dispositions of unconsolidated real estate and other in the accompanying statements of income for the year ended December 31, 2008.

Casualty Loss Related to Tropical Storm Fay and Hurricane Ike

During 2008, Tropical Storm Fay and Hurricane Ike caused severe damage to certain of our properties located primarily in Florida and Texas, respectively. We estimated total losses of approximately $33.9 million, including property damage replacement cost and clean-up cost. After consideration of estimated third party insurance proceeds and the minority interest partners’ share of losses for consolidated real estate partnerships, the net effect of these casualties on net income was a loss of approximately $5.6 million.

F-24

Restructuring Costs

In connection with 2008 property sales and an expected reduction in redevelopment and transactional activities, during the three months ended December 31, 2008, we initiated an organizational restructuring program that included reductions in workforce and related costs, reductions in leased corporate facilities and abandonment of certain redevelopment projects and business pursuits. As a result, during the three months ended December 31, 2008, we recognized a restructuring charge of $22.8 million, which consists primarily of: severance costs of $12.9 million; unrecoverable lease obligations of $6.4 million related to space that we will no longer use; and the write-off of deferred transaction costs totaling $3.5 million associated with certain acquisitions and redevelopment opportunities that we will no longer pursue. Of the amounts included in the restructuring charge, approximately $2.9 million of the severance costs and the $3.5 million of transaction costs had been paid as of December 31, 2008. We anticipate eliminating the remaining jobs associated with the severance amounts discussed above by March 1, 2009. The amounts related to this restructuring have not been allocated to our reportable segments based on the methods used to evaluate segment performance.

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 ($0.13 per diluted unit) and increase net income by $65.0 million ($0.43 per diluted unit).

F-25

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.

Flamingo South Beach Property

The Flamingo South Beach property consists of three towers. In connection with the sale of the South Tower in 2006, the buyer paid to us a $5.0 million non-refundable fee for the option to purchase 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 fee 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 fees. In September 2007, the buyer terminated its rights under the option agreement and we recognized income of $6.0 million ($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 statements 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 had 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 46 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 85, 94 and 102 properties at December 31, 2008, 2007 and 2006, 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, 2008, 2007 and 2006 (in thousands):


	2008			2007			2006
Real estate, net of accumulated depreciation	$	122,788		$	133,544		$	143,750
Total assets		155,444			165,567			169,061
Secured and other notes payable		122,859			124,406			132,076
Total liabilities		175,681			180,222			183,378
Partners’ deficit		(20,237	)		(14,655	)		(14,317	)
Rental and other property revenues		69,392			73,672			102,241
Property operating expenses		(42,863	)		(45,998	)		(59,017	)
Depreciation expense		(12,640	)		(13,965	)		(19,198	)
Interest expense		(17,182	)		(17,194	)		(24,338	)
Gain on sale		5,391			59			3,156
Net income (loss)		1,398			(4,845	)		2,369

F-26

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, 2008 and 2007 of $108.2 million and $116.1 million, respectively, exceeds our share of the underlying historical partners’ deficit of the partnerships by approximately $112.1 million and $119.3 million, respectively.

NOTE 5 — Notes Receivable

The following table summarizes our notes receivable at December 31, 2008 and 2007 (in thousands):


	2008									2007
	Unconsolidated									Unconsolidated
	Real Estate			Non-						Real Estate			Non-
	Partnerships			Affiliates			Total			Partnerships			Affiliates			Total
Par value notes	$	18,855		$	19,253		$	38,108		$	30,155		$	17,053		$	47,208
Discounted notes		8,575			135,123			143,698			10,045			127,422			137,467
Allowance for loan losses		(4,863	)		(17,743	)		(22,606	)		(5,014	)		(1,421	)		(6,435	)

Total notes receivable	$	22,567		$	136,633		$	159,200		$	35,186		$	143,054		$	178,240


Face value of discounted notes	$	39,333		$	145,526		$	184,859		$	41,668		$	142,062		$	183,730

Included in notes receivable from unconsolidated real estate partnerships at December 31, 2008 and 2007, are $4.2 million and $4.3 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 11.1%.

Included in the notes receivable from non-affiliates at December 31, 2008 and 2007, are $92.6 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 8.8% and averaging 6.0%.

Notes receivable from non-affiliates at December 31, 2008 and 2007, include notes receivable totaling $85.6 million and $84.3 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 $110.0 million, including $16.4 million for property improvements and an interest reserve, of which $5.6 million had not been funded as of December 31, 2008. 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 was 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, which is included in interest income in our consolidated statements of income, totaled $0.7 million in 2008, and $1.9 million in 2007, inclusive of a $1.5 million adjustment of accretion recognized upon the repayment of a portion of the outstanding principal balance in 2007. No accretion of this discount was recorded in 2006. The value 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.

F-27

In connection with the March 2002 acquisition of Casden Properties, Inc., we invested $50.0 million for a 20% passive interest in Casden Properties LLC, an entity organized to buy, re-entitle and develop land parcels in Southern California. Based upon the profit allocation agreement, we account for this investment as a note receivable and have been amortizing the discounted value of the investment to the $50.0 million previously estimated to be collectible through January 2, 2009, the initial dissolution date of the entity. The managing member is seeking to extend the dissolution date. In connection with the preparation of our annual financial statements and as a result of a recent decline in Southern California land values, we determined our investment was not fully recoverable and accordingly recognized an impairment loss of $16.3 million ($10.0 million net of tax) during the three months ended December 31, 2008. This impairment loss is included in provision for impairment losses on real estate development assets in the consolidated statement of income for the year ended December 31, 2008.

Interest income from total non-impaired par value and certain discounted notes for the years ended December 31, 2008, 2007 and 2006 totaled $7.8 million, $11.7 million and $5.8 million, respectively. For the year ended December 31, 2008, we recognized a net reduction of accretion income of $2.7 million, due primarily to revisions in estimates of the timing and amount of payment on certain discounted notes. For the years ended December 31, 2007 and 2006, we recognized accretion income on certain discounted notes of $3.4 million and $6.7 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, 2008 and 2007, is as follows (in thousands):


	2008			2007
Balance at beginning of year	$	(6,435	)	$	(5,478	)
Provisions for losses on notes receivable		(4,608	)		(6,018	)
Recoveries of losses on notes receivable		429			2,067
Provision for impairment loss on investment in Casden Properties LLC		(16,321	)		—
Net reductions due to consolidation of real estate partnerships and property dispositions		4,329			2,994

Balance at end of year	$	(22,606	)	$	(6,435	)

During the years ended December 31, 2008 and 2007, we determined that an allowance for loan losses of $3.6 million and $4.0 million, respectively, was required on certain of our par value notes that had carrying values of $11.4 million and $9.5 million, respectively. The average recorded investment in the impaired par value notes for the years ended December 31, 2008 and 2007 was $9.0 million and $8.3 million, respectively. The remaining $26.7 million in par value notes receivable at December 31, 2008, is estimated to be collectible and, therefore, interest income on these par value notes is recognized as it is earned.

As of December 31, 2008 and 2007, we determined that an allowance for loan losses of $2.7 million and $1.0 million, respectively, was required on certain of our discounted notes that had carrying values of $5.4 million and $3.4 million, respectively. The average recorded investment in the impaired discounted notes for the years ended December 31, 2008 and 2007 was $4.9 million and $3.4 million, respectively.

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

The following table summarizes our property tax-exempt bond financings at December 31, 2008 and 2007, the majority of which is non-recourse to us (in thousands):


	Weighted Average		Principal
	Interest Rate		Outstanding
	2008		2008		2007
Fixed rate property tax-exempt bonds payable		5.59%	$	158,620	$	159,893
Variable rate property tax-exempt bonds payable		1.74%		563,351		596,549

Total			$	721,971	$	756,442

Fixed rate property tax-exempt bonds payable mature at various dates through October 2045. Variable rate property tax-exempt bonds payable mature at various dates through June 2048. 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 property tax-exempt bonds at December 31, 2008, 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, 2008, our property tax-exempt bond financings were secured by 52 properties with a combined net book value of $1,081.0 million. As discussed in Note 2, certain fixed rate property 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-28

The following table summarizes our property loans payable at December 31, 2008 and 2007, the majority of which are non-recourse to us (in thousands):


	Weighted Average		Principal
	Interest Rate		Outstanding
	2008		2008		2007
Fixed rate property notes payable		6.06%	$	5,223,522	$	4,757,536
Variable rate property notes payable		6.05%		223,560		254,061
Secured notes credit facility		1.22%		112,087		84,876

Total			$	5,559,169	$	5,096,473

Fixed rate property notes payable mature at various dates through August 2053. Variable rate property notes payable mature at various dates through December 2031. Principal and interest are generally payable monthly or in monthly interest-only payments with balloon payments due at maturity. At December 31, 2008, our property notes payable were secured by 445 properties with a combined net book value of $6,925.1 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 $250.0 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 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 $200.0 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 facility matures in October 2010, and has two one-year extension options for a $500,000 fee per extension. At December 31, 2008, outstanding borrowings of $112.1 million related to properties classified as held for use are included in 2012 maturities below based on the extension options. At December 31, 2008, outstanding borrowings of $16.2 million related to properties classified as held for sale are included in liabilities related to assets held for sale in the consolidated balance sheet.

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, 2008, we were in compliance with all financial covenants pertaining to our consolidated debt instruments.

Other borrowings totaled $96.0 million and $75.1 million at December 31, 2008 and 2007, respectively, and consist primarily of unsecured notes payable and obligations under sale and leaseback arrangements accounted for as financings. At December 31, 2008, other borrowings includes $85.5 million in fixed rate obligations with interest rates ranging from zero to 10.0% and $10.5 million in variable rate obligations bearing interest at the prime rate plus 1.75% to 2.00%. The maturity dates for other borrowings range from 2008 to 2039, although certain amounts are due upon occurrence of specified events, such as property sales.

F-29

As of December 31, 2008, the scheduled principal amortization and maturity payments for our property tax-exempt bonds, property loans payable and other borrowings are as follows (in thousands):


	Amortization		Maturities		Total
2009	$	116,028	$	291,865	$	407,893
2010		121,746		285,492		407,238
2011		130,394		181,092		311,486
2012		134,248		353,811		488,059
2013		131,157		474,805		605,962
Thereafter						4,156,483

					$	6,377,121

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 us, Aimco and an Aimco subsidiary are also borrowers under the Credit Agreement.

During the year ended December 31, 2008, we repaid in full our $75.0 million term loan which was due for payment in September 2009. Following this repayment, the aggregate amount of commitments and loans under the Credit Agreement is $1,035.0 million, comprised of a $400.0 million term loan and $635.0 million of revolving loan commitments. The $400.0 million term loan bears interest at LIBOR plus 1.5%, or at our option, a base rate equal to the prime rate and matures March 2011. Our revolving credit facility matures May 2009 and may be extended for an additional year, subject to a 20.0 basis point fee on the total commitments. Borrowings under the revolver bear interest based on a pricing grid determined by leverage (currently at LIBOR plus 1.125%).

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, subject to certain non-cash adjustments, 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, 2008.

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.

At December 31, 2008, the term loan had an outstanding principal balance of $400.0 million and a weighted average interest rate of 2.94%. In January 2009, we prepaid $50.0 million of the balance outstanding on the term debt. The amount available under the revolving credit facility at December 31, 2008, was $578.8 million (after giving effect to $56.2 million outstanding for undrawn letters of credit issued under the revolving credit facility). The proceeds of revolving loans are generally permitted to be used to fund working capital and for other corporate purposes.

NOTE 8 — Commitments and Contingencies

Commitments

In connection with our redevelopment and capital improvement activities, we have commitments of approximately $70.3 million related to construction projects, most of which we expect to incur in 2009. 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.

As discussed in Note 5, we have committed to fund an additional $5.6 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-30

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

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, 2008, 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 implemented policies, procedures, third-party audits and training, and include 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.

F-31

FLSA Litigation

As previously disclosed, we and NHP Management Company (“NHPMN”), our subsidiary, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that we and NHPMN failed to compensate maintenance workers for time that they were required to be “on-call” (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 different jurisdictions. In 2008, we settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts will be dismissed. We believe any remaining contingencies associated with these matters are immaterial.

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
2009	$	7,904	$	597
2010		6,812		597
2011		5,504		—
2012		5,028		—
2013		2,594		—
Thereafter		4,093		—

Total	$	31,935	$	1,194

Substantially all of the office space subject to the operating leases described above are for the use of our corporate offices and area operations. Rent expense recognized totaled $10.2 million, $9.8 million, and $8.9 million for the years ended December 31, 2008, 2007 and 2006, respectively. Sublease receipts that offset rent expense totaled approximately $0.7 million, $1.3 million and $1.3 million for the years ended December 31, 2008, 2007 and 2006, respectively.

As discussed in Note 3, during the three months ended December 31, 2008, we initiated a restructuring program pursuant to which we vacated certain leased office space for which we remain obligated. In connection with the restructuring, we accrued $6.4 million representing the estimated fair value of certain lease obligations included above related to space we are no longer using, reduced by estimated sublease amounts.

F-32

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):


	2008		2007
Deferred tax liabilities:
Partnership differences	$	47,635	$	59,419
Depreciation		2,477		2,441
Deferred revenue		7,757		4,794
Other		11		40

Total deferred tax liabilities	$	57,880	$	66,694


Deferred tax assets:
Net operating, capital and other loss carryforwards	$	7,183	$	49,302
Provision for impairments on real estate assets		33,321		—
Receivables		5,530		6,321
Accrued liabilities		23,504		9,730
Accrued interest expense		2,220		917
Intangibles — management contracts		3,789		5,632
Tax credit carryforwards		8,521		7,011
Equity compensation		1,983		1,860
Other		155		347

Total deferred tax assets		86,206		81,120

Net deferred income tax assets	$	28,326	$	14,426

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 FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109, or 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, 2008, 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:


	2008		2007
Balance at January 1	$	2,965	$	3,118
Reductions as a result of the lapse of applicable statutes		—		(189	)
Additions based on tax positions related to the current year		115		36

Balance at December 31	$	3,080	$	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, 2005, and subsequent years and certain of our State income tax returns for the year ended December 31, 2003, 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 income taxes in our consolidated statements of income.

As a result of SFAS 123R, our deferred tax assets at December 31, 2008 and 2007 do not include $3.6 million and $4.2 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 $3.6 million if and when such excess tax benefits are ultimately realized.

F-33

Significant components of the provision (benefit) for income taxes are as follows and are classified within income tax benefit in continuing operations and income from discontinued operations, net in our statements of income for 2008, 2007 and 2006 (in thousands):


	2008			2007			2006
Current:
Federal	$	8,678		$	20		$	5,380
State		2,415			1,938			1,272

Total current		11,093			1,958			6,652


Deferred:
Federal		(22,115	)		(17,816	)		13,197
State		(2,386	)		(1,833	)		1,698

Total deferred		(24,501	)		(19,649	)		14,895

Total provision (benefit)	$	(13,408	)	$	(17,691	)	$	21,547

Classification:
Continuing operations	$	(53,371	)	$	(19,840	)	$	(11,095	)
Discontinued operations	$	39,963		$	2,149		$	32,642

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 $(81.8) million for 2008, $(41.5) million for 2007, and $53.3 million for 2006. 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):


	2008						2007						2006
	Amount			Percent			Amount			Percent			Amount			Percent
Tax at U.S. statutory rates on consolidated income (loss) subject to tax	$	(28,632	)		35.0	%	$	(14,508	)		35.0	%	$	18,639			35.0	%
State income tax, net of Federal tax benefit		29			—			106			(0.3	%)		3,038			5.7	%
Effect of permanent differences		215			(0.3	%)		(306	)		0.7	%		(130	)		(0.2	%)
Tax effect of intercompany transfers of assets between the REIT and taxable REIT subsidiaries(1)		15,059			(18.4	%)		—			—			—			—
Write off of excess tax basis		(79	)		0.1	%		(2,983	)		7.2	%		—			—

	$	(13,408	)		16.4	%	$	(17,691	)		42.6	%	$	21,547			40.5	%


(1)		Includes the effect of assets contributed by us to taxable REIT subsidiaries, for which deferred tax expense or benefit was recognized upon the sale or impairment of the asset by the taxable REIT subsidiary.

Income taxes paid totaled approximately $13.8 million, $3.0 million and $9.8 million in the years ended December 31, 2008, 2007 and 2006, respectively.

At December 31, 2008, we had net operating loss carryforwards, or NOLs, of approximately $22.3 million for income tax purposes that expire in years 2023 to 2028. 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 used approximately $104.5 million of NOLs during the year ended December 31, 2008, to offset gains from the sale of assets by our taxable subsidiaries. Additionally, our low-income housing and rehabilitation tax credit carryforwards as of December 31, 2008, were approximately $7.2 million for income tax purposes that expire in years 2012 to 2028. We had approximately $1.8 million of alternative minimum tax (AMT) credit carryforwards available at December 31, 2008, 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.

F-34

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, 2008 and 2007, the balance of the Notes totaled $15.6 million and $14.8, respectively, which includes accrued and unpaid interest.

NOTE 11 — Partners’ Capital and Redeemable Preferred Units

Preferred OP Units

At December 31, 2008 and 2007, we had the following classes of preferred OP Units outstanding (stated at their redemption values):


			Annual Distribution Rate			Balance
			Per Share			December 31,
	Redemption		(paid			2008		2007
	Date (1)		quarterly)			(thousands)		(thousands)
Perpetual:
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	%	$	101,000	$	101,000
Class T Partnership 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 Partnership 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 Partnership 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 Partnership 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 Perpetual Partnership Preferred Units, $0.01 par value per unit, 240 units authorized, 146 and 200 units issued and outstanding (2)		06/30/2011		(2	)		73,000		100,000


Total						$	696,500	$	723,500


(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, $0.01 par value per share, or the CRA Preferred Stock, with a liquidation preference of $500,000 per share, for net proceeds of $97.5 million. The Series A Community Reinvestment Act Perpetual Partnership Preferred Units, or 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 dividend 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 dividend period. The rate at December 31, 2008 and 2007 was 5.01% and 6.38%, 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.

During 2008, Aimco repurchased 54 shares, or $27.0 million in liquidation preference, of its CRA Preferred Stock for cash totaling $24.8 million. Concurrent with this redemption, we repurchased from Aimco an equivalent number of outstanding CRA Preferred Units. In accordance with Emerging Issues Task Force Topic D-42, The Effect on the Calculation of Earnings Per Share for the Redemption or Induced Conversion of Preferred Stock, or EITF Topic D-42, the $2.2 million excess of the carrying value over the redemption price, offset by $0.7 million of issuance costs previously recorded as a reduction of partners capital, is reflected as a reduction of net income attributable to preferred unitholders for purposes of calculating earnings per unit for the year ended December 31, 2008.

F-35

During 2007, Aimco redeemed all 1,904,762 million shares outstanding of its convertible 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 $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 partners capital are reflected as an increase to net income attributable to preferred unitholders for purposes of calculating earnings per unit for the year ended December 31, 2007.

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.

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.

As of December 31, 2008 and 2007, the following classes of preferred OP Units (stated at their redemption values) owned by third parties were outstanding (in thousands, except unit data):


	2008			2007
Class One Partnership Preferred Units, 90,000 units issued and outstanding, redeemable at the holders option one year following issuance, holder to receive distributions at 8.0% ($8.00 per annum per unit)	$	9,000		$	9,000
Class Two Partnership Preferred Units, 44,050 and 45,993 units issued and outstanding, redeemable at the holders option one year following issuance, holders to receive distributions at 5.9% ($1.48 per annum per unit)		1,102			1,150
Class Three Partnership Preferred Units, 1,419,316 and 1,455,751 units issued and outstanding, redeemable at the holders option one year following issuance, holders to receive distributions at 7.88% ($1.97 per annum per unit)		35,483			36,394
Class Four Partnership Preferred Units, 755,999 units issued and outstanding, redeemable at the holders option one year following 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 (1)		2,747			2,747
Class Six Partnership Preferred Units, 802,453 units issued and outstanding, redeemable at the holders option one year following 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 at the holders option one year following 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 (1)		156			156

Subtotal	$	88,148		$	89,107
Amounts reclassified to temporary capital (2)		(85,245	)		—

Total	$	2,903		$	89,107

(1)

Holders of the Class Five and Class Eight Partnership Preferred Units received the per unit special distributions discussed in Note 1 in addition to the regular distributions received by common OP unitholders during 2008 and 2007.

(2)

The Class One, Class Two, Class Three, Class Four, Class Six and Class Seven preferred OP Units are redeemable, at the holders’ option, one year following issuance. We, at our sole discretion, may settle such redemption requests in cash or common OP Units equal to the number of Aimco’s Class A Common Stock in a value equal to the redemption preference. During December 2008, we implemented a policy that establishes criteria for determining when requested redemptions of these preferred OP Units will be settled in cash or common OP Units, and based on the criteria under this policy, as of December 31, 2008, redemption requests were to be settled in cash. Based on the requirements under this policy for cash settlement of potential redemption requests for these preferred OP Units, at December 31, 2008, we reclassified the redemption amounts for these preferred OP Units into redeemable preferred units within temporary capital in our consolidated balance sheet.

F-36

For any preferred OP Units that are redeemed 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.

During the years ended December 31, 2008 and 2007, there were approximately 38,400 and 2,200 preferred OP Units tendered for redemption in exchange for cash, respectively. During the year ended December 31, 2008, no preferred OP Units were tendered for redemption in exchange for shares of Aimco Class A Common Stock and during the year ended December 31, 2007, approximately 1,800 preferred OP Units were tendered for redemption in exchange for approximately 1,300 shares of Aimco Class A Common Stock. During 2008, we implemented a policy that establishes criteria for determining when requested redemptions of preferred OP Units will be settled in cash or shares of Aimco Class A Common Stock, and based on the criteria under this policy, as of December 31, 2008, redemption requests were to be settled in cash.

The distributions paid on each class of preferred OP Units classified as partners’ capital in the years ended December 31, 2008, 2007 and 2006, and, in the case of the redeemable preferred units discussed above, classified in temporary capital as of December 31, 2008, are as follows (in thousands, except per unit data):


	2008					2007					2006
	Amount			Total		Amount			Total		Amount			Total
Class of Preferred	Per			Amount		Per			Amount		Per			Amount
Units	Unit (1)			Paid		Unit (1)			Paid		Unit (1)			Paid
Class G	$	2.34		$	9,492	$	2.34		$	9,492	$	2.34		$	9,492
Class Q		—			—		—			—		0.67	(2)		1,686
Class R		—			—		—			—		1.49	(2)		10,361
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		2.00			6,900
Class W		—			—		4.25	(3)		8,100		4.25			8,100
Class X		—			—		—			—		1.06	(2)		2,125
Class Y		1.97			6,792		1.97			6,792		1.97			6,792
Series A CRA		24,381	(4)		4,531		41,661			8,316		8,720	(5)		1,744
Class One		8.00			720		8.00			720		8.00			720
Class Two		1.52			67		1.48			68		1.52			71
Class Three		2.01			2,856		1.97			2,869		1.98			2,888
Class Four		2.00			1,512		2.00			1,512		2.00			1,512
Class Five		7.91			543		2.40			165		2.40			165
Class Six		2.12			1,705		2.13			1,705		2.13			1,705
Class Seven		2.36			66		2.38			67		2.45			69
Class Eight		7.91			49		2.40			15		2.40			15
Class Thirteen		—			—		—			—		0.66	(6)		2,242

Total				$	62,733				$	74,221				$	84,087


(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, 2006, to the date of redemption.

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

(4)		Amount per unit is based on 146 units outstanding for the entire period. 54 units were repurchased in September 2008 and received $17,980 in dividends through the date of purchase.

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

(6)		For the period from January 1, 2006 to June 29, 2006, the date of conversion to CRA Preferred Units.

F-37

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.

In December 2007, July 2008, October 2008, and December 2008, in connection with our special distributions discussed in Note 1, Aimco’s board of directors declared corresponding special dividends payable on January 30, 2008, August 29, 2008, December 1, 2008, and January 29, 2009, respectively, to holders of record of Aimco Class A Common Stock on December 31, 2007, July 28, 2008, October 27, 2008, and December 29, 2008, respectively. A portion of the special dividends in the amounts of $0.60 per share represents payment of the regular dividend for the quarters ended December 31, 2007, June 30, 2008, September 30, 2008, and December 31, 2008, respectively, and the remaining amount per share represents an additional dividend associated with taxable gains from property dispositions. Portions of the special dividends were paid through the issuance of shares of Aimco Class A Common Stock. See Note 1 for further discussion of these special distributions.

During 2008 and 2007, Aimco issued approximately 24,000 shares and 87,000 shares, respectively, of Aimco Class A Common Stock to certain of its non-executive officers who purchased the shares at market prices. In exchange for the shares purchased, the officers executed notes payable totaling $0.6 million and $2.7 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 30-day 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 an equivalent number of common OP Units, respectively. Total payments in 2008 and 2007 on all such notes were $1.5 million and $1.7 million, respectively. In 2008 and 2007, Aimco reacquired approximately 31,000 and 9,000 shares of Aimco Class A Common Stock from officers in exchange for the cancellation of related notes totaling $1.0 million and $0.3 million, respectively. Concurrently, we reacquired from Aimco an equal number of common OP Units.

In addition, in 2008 and 2007, we issued to Aimco approximately 316,000 and 455,000 common OP Units to Aimco and Aimco issued an equal number of restricted shares 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 four 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.

In 2008, 2007 and 2006, Aimco purchased in the open market approximately 13.9 million, 7.5 million and 2.3 million shares of Aimco Class A Common Stock, respectively, at an average price per share of approximately $34.02, $43.70 and $52.27, respectively. After considering the effect of shares issued pursuant to Aimco’s special dividends, the effective number of shares repurchased totaled 19.3 million, 10.9 million and 3.4 million in 2008, 2007 and 2006, respectively, at an effective average price per share of $24.48, $29.77 and $35.41, respectively. Concurrent with Aimco’s repurchases of Aimco Class A Common Stock in 2008 and 2007, 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.

In 2007, we completed tender offers for limited partnership interests resulting in the issuance of approximately 55,400 common OP Units. 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. In 2008, we did not issue a significant number of common OP Units in connection with tender offers for limited partners.

During the years ended December 31, 2008 and 2007, approximately 50,000 and 39,000 common OP Units, respectively, were redeemed in exchange for cash, and approximately 114,000 and 470,000 common OP Units, respectively, were redeemed in exchange for shares of Aimco Class A Common Stock.

F-38

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.

The following table sets forth information for HPUs outstanding as of December 31, 2008:

Gross

End of

Year of

Proceeds

Measurement

Outstanding Units at

Class of HPUs

Issuance

(thousands)

Period

December 31, 2008

Class I

1998

2,070

12/31/2000

2,344,719

The minimum performance benchmarks were not achieved for HPU Classes II through IX. Accordingly, those HPUs had only nominal value at the conclusion of the related measurement period and were reacquired by us and cancelled.

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 Class A Common Stock is presented in the accompanying financial statements as a reduction to partners’ capital.

Registration Statements

F-39

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 received in connection with the exercised options. Therefore, the following disclosures pertain to Aimco’s stock options. Our obligations to issue common OP Units under Aimco’s share based compensation plans results in reciprocal accounting treatment in our financial statements.

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, or the 2007 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 dividends discussed in Note 1. At December 31, 2008, there were approximately 1.7 million shares available to be granted under the 2007 Plan. The 2007 Plan is administered by the Compensation and Human Resources Committee of Aimco’s board of directors. In the case of 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 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.

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. From January 1, 2003, through December 31, 2005, 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. 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 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.

F-40

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 2008, the expected term of the options was based on historical option exercises and post-vesting terminations. For options granted in 2007 and 2006, the expected term of the options reflects 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 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 cash dividend amount per share paid on Aimco 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, 2008, 2007 and 2006 were as follows:


	2008			2007			2006
Weighted average grant-date fair value⁽¹⁾	$	3.37		$	4.63		$	3.85
Assumptions:
Risk-free interest rate		3.12	%		4.70	%		4.58	%
Expected dividend yield⁽¹⁾		4.67	%		3.64	%		4.11	%
Expected volatility		24.02	%		21.66	%		20.15	%
Weighted average expected life of options	6.5 years			5.6 years			6.5 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 dividends discussed in Note 1. The weighted average grant-date fair values (per share) for options granted during 2008, 2007 and 2006, were $4.34, $6.28 and $5.23, respectively, before the effect of retroactive adjustments for the special dividends.

The following table summarizes activity for Aimco’s outstanding stock options for the years ended December 31, 2008, 2007 and 2006 (numbers of options in thousands):


	2008⁽¹⁾					2007⁽¹⁾					2006⁽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		11,033		$	30.68		11,676		$	28.98		15,011		$	28.56
Granted (2)		1,264			30.84		1,297			42.17		940			31.78
Exercised		(19	)		29.13		(1,900	)		28.19		(3,825	)		28.01
Forfeited		(1,900	)		29.01		(40	)		27.85		(450	)		28.05
Outstanding at end of year		10,378		$	31.01		11,033		$	30.68		11,676		$	28.98
Exercisable at end of year		7,206		$	29.51		8,276		$	29.27		8,838		$	29.13


(1)		In connection with Aimco’s special dividends discussed in Note 1, the number of options and exercise prices of all outstanding awards were adjusted pursuant to the anti-dilution provisions of the applicable plans based on the market price of Aimco’s stock on the ex-dividend dates of the related special dividends. The number of options and exercise prices in the table above have been retroactively adjusted using these factors, which may differ from the effective adjustments in outstanding shares for each of Aimco’s special dividends discussed in Note 1. The adjustment of the awards pursuant to Aimco’s special dividends is considered a modification under SFAS 123R, but did not result in a change in the fair value of any awards.

(2)		Options granted during the years ended December 31, 2008, 2007 and 2006 totaled 980, 956 and 692 (in thousands), respectively, before the effect of retroactive adjustments for the special dividends discussed above.

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, 2008, had no aggregate intrinsic value and a weighted average remaining contractual term of 5.7 years. Options exercisable at December 31, 2007, had no aggregate intrinsic value and a weighted average remaining contractual term of 4.0 years. The intrinsic value of stock options exercised during the year ended December 31, 2008 was less than $0.1 million, and was $28.9 million and $34.9 million in 2007 and 2006, 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 less than $0.1 million for the year ended December 31, 2008.

F-41

The following table summarizes activity for Aimco’s restricted stock awards for the years ended December 31, 2008, 2007 and 2006 (numbers of shares in thousands):


	2008⁽¹⁾					2007⁽¹⁾					2006⁽¹⁾
									Weighted					Weighted
				Weighted					Average					Average
	Number			Average		Number			Grant-		Number			Grant-
	of			Grant-Date		of			Date		of			Date
	Shares			Fair Value		Shares			Fair Value		Shares			Fair Value
Unvested at beginning of year		1,394		$	31.73		1,580		$	27.62		1,281		$	24.15
Granted (2)		315			28.44		447			41.43		882			30.60
Vested		(519	)		31.58		(562	)		27.76		(349	)		24.62
Forfeited		(164	)		36.38		(71	)		32.73		(234	)		24.36

Unvested at end of year		1,026		$	30.07		1,394		$	31.73		1,580		$	27.62


(1)		In connection with Aimco’s special dividends discussed in Note 1, holders of restricted shares received cash, additional shares of restricted stock, or a combination of cash and shares of restricted stock. The number shares and weighted average grant-date fair values (per share) for the periods presented above have been retroactively adjusted for the effect shares received by the holders of the restricted shares in connection with Aimco’s special dividends.

(2)		Restricted shares granted during the years ended December 31, 2008, 2007 and 2006 totaled 220, 308 and 607 (in thousands), respectively, before the effect of retroactive adjustments for Aimco’s special dividends discussed above.

The aggregate fair value of shares that vested during the years ended December 31, 2008, 2007 and 2006 was $16.5 million, $19.5 million and $12.1 million, respectively.

Total compensation cost recognized for restricted stock and stock option awards was $17.6 million, $19.2 million and $15.9 million for the years ended December 31, 2008, 2007 and 2006, respectively. Of these amounts, $3.8 million $4.3 million and $3.6 million, respectively, were capitalized. At December 31, 2008, total unvested compensation cost not yet recognized was $27.1 million. We expect to recognize this compensation over a weighted average period of approximately 1.7 years. Certain awards of restricted stock granted in 2006 and 2005 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.

Employee Stock Purchase Plan

Under the terms of Aimco’s employee stock purchase plan, eligible employees may authorize payroll deductions up to 15% of their base compensation to purchase shares of Aimco 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 2008, 2007 and 2006, 8,926, 3,751 and 648 shares were purchased under this plan at an average price of $23.86, $44.67 and $55.84, respectively or 11,340, 5,536 and 956 shares at an average price of $18.78, $30.27 and $37.85, respectively, after adjustments for the shares issued pursuant to the special dividends discussed in Note 1. No compensation cost is recognized in connection with this plan.

401(k) 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. During the years ended December 31, 2008, 2007 and 2006, our matching contributions were made in the following manner: (1) a 100% match on the first 3% of the participant’s compensation; and (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, $5.2 million and $4.5 million in 2008, 2007 and 2006, respectively. On December 31, 2008, we suspended employer matching contributions effective January 29, 2009. We may reinstate employer matching contributions at any time.

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 2007 and 2006 financial statement amounts.

F-42

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, including whether such properties are expected to be sold within twelve months. Additionally, certain properties that do not meet all of the criteria to be classified as held for sale at the balance sheet date may nevertheless be sold and included in discontinued operations in the subsequent twelve months; thus the number of properties that may be sold during the subsequent twelve months could exceed the number classified as held for sale. At December 31, 2008 and 2007, we had seven and 158 properties, with an aggregate of 1,668 and 38,870 units, classified as held for sale, respectively. Amounts classified as held for sale in the accompanying consolidated balance sheets are as follows (in thousands):


	December 31,		December 31,
	2008		2007
Real estate, net	$	65,576	$	1,485,442
Other assets		1,584		19,844

Assets held for sale	$	67,160	$	1,505,286


Property debt	$	52,010	$	1,140,427
Other liabilities		4,331		10,771

Liabilities related to assets held for sale	$	56,341	$	1,151,198

During the year ended December 31, 2008, we sold 151 properties with an aggregate of 37,202 units. During the year ended December 31, 2007, we sold 73 consolidated properties with an aggregate of 11,588 units. During the year ended December 31, 2006, we sold 77 consolidated properties with an aggregate of 17,307 units. For the years ended December 31, 2008, 2007 and 2006, discontinued operations includes the results of operations for the periods prior to the date of sale for all properties sold or classified as held for sale as of December 31, 2008.

The following is a summary of the components of income from discontinued operations for the years ended December 31, 2008, 2007 and 2006 (in thousands):


	2008			2007			2006
Rental and other property revenues	$	250,277		$	396,822		$	492,275
Property operating expenses		(128,661	)		(201,233	)		(245,983	)
Depreciation and amortization		(57,288	)		(96,554	)		(129,994	)
Other expenses, net		(10,610	)		(5,966	)		(11,228	)


Operating income		53,718			93,069			105,070
Interest income		1,249			2,645			3,996
Interest expense		(45,463	)		(76,648	)		(98,301	)
Gain on extinguishment of debt		—			22,852			—
Minority interest in consolidated real estate partnerships		543			(2,232	)		3,136

Income before gain on dispositions of real estate, impairment losses, deficit distributions to minority partners and income tax		10,047			39,686			13,901
Gain on dispositions of real estate, net of minority partners’ interest		618,168			65,076			258,970
Real estate impairment (losses) recoveries, net		(24,021	)		(4,873	)		434
Recovery of deficit distributions (deficit distributions) to minority partners		30,127			(6,161	)		10,441
Income tax		(39,963	)		(2,149	)		(32,642	)

Income from discontinued operations, net	$	594,358		$	91,579		$	251,104

Gain on dispositions 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 $64.9 million, $12.6 million and $53.8 million for the years ended December 31, 2008, 2007 and 2006, respectively. During the years ended December 31, 2008 and 2007, we recorded impairment losses totaling $24.0 million and $4.9 million on assets held for sale. During the year ended December 31, 2006, we recorded a net recovery of impairment losses totaling $0.4 million on assets held for sale. We classify interest expense related to property debt within discontinued operations when the related real estate asset is sold or classified as held for sale.

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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, 2008, 2007 and 2006 (in thousands, except per unit data):


	2008			2007			2006
Numerator:
Loss from continuing operations	$	(118,863	)	$	(57,462	)	$	(54,040	)
Less net income attributable to preferred unitholders		(61,354	)		(73,144	)		(90,527	)

Numerator for basic and diluted earnings per unit — Loss from continuing operations (net of income attributable to preferred unitholders)	$	(180,217	)	$	(130,606	)	$	(144,567	)


Income from discontinued operations	$	594,358		$	91,579		$	251,104


Net income	$	475,495		$	34,117		$	197,064
Less net income attributable to preferred unitholders		(61,354	)		(73,144	)		(90,527	)

Numerator for basic and diluted earnings per unit — Net income (loss) attributable to common unitholders	$	414,141		$	(39,027	)	$	106,537


Denominator:
Denominator for basic earnings per unit — weighted average number of common units outstanding:
Common OP Units		128,404			147,504			148,906
Class I HPUs		2,368			2,379			2,379

Total common units		130,772			149,883			151,285
Effect of dilutive securities:
Dilutive potential common units		—			—			—

Denominator for diluted earnings per unit		130,772			149,883			151,285


Earnings (loss) per common unit — basic and diluted:
Loss from continuing operations (net of income attributable to preferred unitholders)	$	(1.38	)	$	(0.87	)	$	(0.96	)
Income from discontinued operations		4.55			0.61			1.66

Net income (loss) attributable to common unitholders	$	3.17		$	(0.26	)	$	0.70

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 distributions discussed in Note 1.

Prior to their redemption on September 30, 2007, the Class W Preferred Units that were convertible into common OP Units (see Note 11) were anti-dilutive on an “if converted” basis. Therefore, we deducted all of the distributions payable on the convertible preferred OP Units to arrive at the numerator and no additional units are included in the denominator when calculating basic and diluted earnings per common unit. As of December 31, 2008, 2007 and 2006, the common unit equivalents that could potentially dilute basic earnings per unit in future periods totaled 11.5 million, 12.8 million and 13.6 million, respectively. These securities, including stock options, restricted stock awards and officer loan shares, have been excluded from the earnings per unit computations for the years ended December 31, 2008, 2007 and 2006 because their effect would have been anti-dilutive.

We consider the High Performance Units for which the applicable measurement period has not ended to be potential common OP Unit equivalents. No potential common OP Unit equivalents related to the High Performance Units have been included in diluted earnings per unit for the periods presented because the performance benchmarks were not met or their effect was antidilutive.

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NOTE 15 — Unaudited Summarized Consolidated Quarterly Information

Summarized unaudited consolidated quarterly information for 2008 and 2007 is provided below (amounts in thousands, except per share amounts).


	Quarter (1)
2008	First			Second			Third			Fourth
Total revenues	$	349,245		$	374,022		$	375,081		$	359,570
Total operating expenses		(299,995	)		(304,590	)		(312,932	)		(335,634	)
Operating income		49,250			69,432			62,149			23,936
Income (loss) from continuing operations (2)		(31,788	)		(24,134	)		69,939			(132,880	)
Income from discontinued operations, net		5,113			308,709			123,518			157,018
Net income (loss)		(26,675	)		284,575			193,457			24,138
Earnings (loss) per common share — basic (3):
Income (loss) from continuing operations (net of income attributable to preferred unitholders)	$	(0.35	)	$	(0.30	)	$	0.44		$	(1.19	)
Net income (loss) attributable to common unitholders	$	(0.31	)	$	2.02		$	1.40		$	0.07
Earnings (loss) per common unit — diluted (3):
Income (loss) from continuing operations (net of income attributable to preferred unitholders)	$	(0.35	)	$	(0.30	)	$	0.43		$	(1.19	)
Net income (loss) attributable to common unitholders	$	(0.31	)	$	2.02		$	1.40		$	0.07
Weighted average common units outstanding (3)		137,631			133,043			127,701			124,711
Weighted average common units and common unit equivalents outstanding (3)		137,631			133,043			128,480			124,711


	Quarter (1)
2007	First			Second			Third			Fourth
Total revenues	$	329,154		$	340,859		$	340,454		$	366,353
Total operating expenses		(281,623	)		(277,212	)		(287,305	)		(288,925	)
Operating income		47,531			63,647			53,149			77,428
Loss from continuing operations		(7,977	)		(8,452	)		(23,808	)		(17,225	)
Income from discontinued operations, net		35,975			30,118			21,302			4,184
Net income (loss)		27,998			21,666			(2,506	)		(13,041	)
Earnings (loss) per common unit — basic (3):
Loss from continuing operations (net of income attributable to preferred unitholders)	$	(0.17	)	$	(0.18	)	$	(0.30	)	$	(0.22	)
Net income (loss) attributable to common unitholders	$	0.07		$	0.02		$	(0.15	)	$	(0.20	)
Earnings (loss) per common unit — diluted (3):
Loss from continuing operations (net of income attributable to preferred unitholders)	$	(0.17	)	$	(0.18	)	$	(0.30	)	$	(0.22	)
Net income (loss) attributable to common unitholders	$	0.07		$	0.02		$	(0.15	)	$	(0.20	)
Weighted average common units outstanding (3)		151,254			151,045			149,715			147,513
Weighted average common units and common unit equivalents outstanding (3)		151,254			151,045			149,715			147,513


(1)		Certain reclassifications have been made to 2008 and 2007 quarterly amounts to conform to the full year 2008 presentation, primarily related to treatment of discontinued operations.

(2)		Loss from continuing operations for the quarter ended December 31, 2008, includes a $107.5 million provision for impairment losses on real estate development assets, which is discussed further in Note 2.

(3)		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 distributions discussed in Note 1.

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NOTE 16 — 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, 2008, 2007 and 2006 totaled $74.3 million, $42.1 million and $17.4 million, respectively. The total accounts receivable due from affiliates was $33.5 million, net of allowance for doubtful accounts of $5.6 million, at December 31, 2008, and $35.0 million, net of allowance for doubtful accounts of $5.3 million, at December 31, 2007.

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. During the year ended December 31, 2008, we did not recognize a significant amount of interest income on par value notes from unconsolidated real estate partnerships. Interest income earned on par value notes from unconsolidated real estate partnerships totaled $8.1 million and $4.0 million for the years ended December 31, 2007 and 2006, respectively. For the year ended December 31, 2008, we recognized a net reduction of accretion income of $2.7 million, due primarily to revisions in estimates of the timing and amount of payment on certain discounted notes from affiliated real estate partnerships. Accretion income earned on discounted notes from affiliated real estate partnerships totaled $3.4 million and $6.7 million for the years ended December 31, 2007 and 2006, respectively. See Note 5 for additional information on notes receivable from unconsolidated real estate partnerships.

NOTE 17 — Recent Accounting Developments

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 believe most operating real estate assets meet the revised definition of a business under SFAS 141(R). Accordingly, beginning in 2009, we will expense transaction costs associated with acquisitions of operating real estate or interests therein when we consolidate the asset. SFAS 141(R) does not provide implementation guidance regarding the treatment of acquisition costs incurred prior to December 31, 2008, for acquisitions that do not close until 2009 when SFAS 141(R) is effective. The SEC has indicated any of the following three transition methods are acceptable, provided that the method chosen is disclosed and applied consistently:

	1)		expense acquisition costs in 2008 when it is probable that the acquisition will not close in 2008;

	2)		expense acquisition costs January 1, 2009, upon adoption of SFAS 141(R); or

	3)		give retroactive treatment to the acquisition costs January 1, 2009, upon adoption of SFAS 141(R), by retroactively adjusting prior periods to record acquisition costs in the prior periods in which they were incurred, in accordance with Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections.

We elected to apply the third method and accordingly expect to retroactively adjust our 2008 results of operations by approximately $3.5 million in our 2009 financial statements. We do not anticipate that the remaining provisions of SFAS 141(R) will have a material effect 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 interest their share of losses even if such attribution results in a deficit noncontrolling interest 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.

F-46

Upon adoption of SFAS 160, we will reclassify the balances related to minority interest in consolidated real estate partnerships into our consolidated equity accounts. At December 31, 2008, the carrying amount of minority interest in consolidated real estate partnerships was $349.5 million. The $85.2 million of redeemable preferred units at December 31, 2008, discussed in Note 11, will remain classified between liabilities and equity pursuant to the SEC’s Accounting Series Release No. 268 Presentation in Financial Statements of “Redeemable Preferred Stock.” Additionally, beginning in 2009, we will no longer record a charge related to cash distributions to minority interests in excess of the carrying amount of such minority interests. Historically these charges have been reported in our consolidated statements of income as deficit distributions and recoveries of deficit distributions to minority partners (included within income from discontinued operations) and totaled $26.0 million and $30.1 million, respectively, during the year ended December 31, 2008. Additionally, we will attribute losses to noncontrolling interests even if such attribution results in a deficit noncontrolling interest balance within our equity accounts. During the year ended December 31, 2008, we did not allocate $9.0 million in losses to minority interests in consolidated real estate partnerships with deficit balances.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133, or SFAS 161. SFAS 161 expands the disclosure requirements of SFAS 133 to require qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about the fair value of gains and losses on derivative instruments and disclosures on credit-risk-related contingent features in derivative contracts. SFAS 161 is effective for fiscal years beginning after November 15, 2008, with early adoption encouraged. At initial adoption, SFAS 161 also encourages, but does not require, comparative disclosures for earlier periods. We do not anticipate SFAS 161 will have a material effect on our financial statements.

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities, or the FSP. The FSP clarifies that unvested share-based payment awards that participate in dividends similar to shares of common stock or common partnership units should be treated as participating securities. The FSP may affect the computation of basic earnings per share for unvested restricted stock awards and shares purchased pursuant to officer stock loans, which serve as collateral for such loans, both of which entitle the holders to dividends. The FSP is effective for fiscal years beginning after December 15, 2008, and quarters within those years. We do not anticipate the FSP will have a material effect on our financial statements.

NOTE 18 — 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. Several members of our executive management team comprise our chief operating decision maker, as defined in SFAS 131, and use various generally accepted industry financial measures to assess the performance of the business, including: Net Asset Value, which is the estimated fair value of our assets, net of debt, or NAV; Funds From Operations, or FFO; Adjusted Funds From Operations, or AFFO, which is FFO less spending for Capital Replacements; same store property operating results; net operating income; net operating income less spending for capital replacements, or Free Cash Flow; changes in NAV plus cash dividends, or Economic Income; financial coverage ratios; and leverage as shown on our balance sheet. 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.

We have two reportable segments: real estate and investment management.

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.

Investment Management Segment

Our investment management segment includes portfolio strategy, capital allocation, joint ventures, tax credit syndication, acquisitions, dispositions and other transaction activities. Within our owned portfolio, we refer to these activities as “Portfolio Management,” and their benefit is seen in property operating results and in investment gains. For affiliated partnerships, we refer to these activities as “Asset Management,” for which we are separately compensated through fees paid by third party investors. The expenses of this segment consist primarily of the costs of departments that perform these activities. These activities are conducted in part by our taxable subsidiaries, and the related net operating income may be subject to income taxes. Our investment management segment’s operating results also include gains on dispositions of non-depreciable assets, accretion of loan discounts resulting from transactional activities and certain other income in arriving at income (loss) from continuing operations for the segment.

F-47

The following tables present the revenues, net operating income (loss) and income (loss) from continuing operations of our real estate and investment management segments for the years ended December 31, 2008, 2007 and 2006 (in thousands):


						Corporate
						Not Allocated
			Investment			to Segments
	Real Estate		Management			and Certain
	Segment		Segment			Eliminations			Total
Year Ended December 31, 2008:
Rental and other property revenues	$	1,350,950	$	—		$	—		$	1,350,950
Property management revenues, primarily from affiliates		6,345		—			—			6,345
Asset management and tax credit revenues		—		101,225			(602	)		100,623

Total revenues		1,357,295		101,225			(602	)		1,457,918


Property operating expenses		626,001		—			—			626,001
Property management expenses		5,385		—			—			5,385
Investment management expenses		—		21,389			—			21,389
Depreciation and amortization (1)		—		—			458,595			458,595
General and administrative expenses		—		—			99,040			99,040
Other expenses, net		—		—			19,939			19,939
Restructuring costs		—		—			22,802			22,802

Total operating expenses		631,386		21,389			600,376			1,253,151

Net operating income (loss)		725,909		79,836			(600,978	)		204,767
Other items included in continuing operations (2)		—		(2,653	)		(320,977	)		(323,630	)

Income (loss) from continuing operations	$	725,909	$	77,183		$	(921,955	)	$	(118,863	)


			Investment		Corporate
	Real Estate		Management		Not Allocated
	Segment		Segment		to Segments			Total
Year Ended December 31, 2007:
Rental and other property revenues	$	1,296,142	$	—	$	—		$	1,296,142
Property management revenues, primarily from affiliates		6,923		—		—			6,923
Asset management and tax credit revenues		—		73,755		—			73,755

Total revenues		1,303,065		73,755		—			1,376,820

Property operating expenses		596,902		—		—			596,902
Property management expenses		6,678		—		—			6,678
Investment management expenses		—		20,514		—			20,514
Depreciation and amortization (1)		—		—		403,786			403,786
General and administrative expenses		—		—		90,667			90,667
Other expenses, net		—		—		16,518			16,518

Total operating expenses		603,580		20,514		510,971			1,135,065

Net operating income (loss)		699,485		53,241		(510,971	)		241,755
Other items included in continuing operations (2)		—		7,312		(306,529	)		(299,217	)

Income (loss) from continuing operations	$	699,485	$	60,553	$	(817,500	)	$	(57,462	)

F-48


			Investment		Corporate
	Real Estate		Management		Not Allocated
	Segment		Segment		to Segments			Total
Year Ended December 31, 2006:
Rental and other property revenues	$	1,212,958	$	—	$	—		$	1,212,958
Property management revenues, primarily from affiliates		12,312		—		—			12,312
Asset management and tax credit revenues		—		48,893		—			48,893

Total revenues		1,225,270		48,893		—			1,274,163


Property operating expenses		549,716		—		—			549,716
Property management expenses		6,289		—		—			6,289
Investment management expenses		—		14,742		—			14,742
Depreciation and amortization (1)		—		—		368,783			368,783
General and administrative expenses		—		—		91,571			91,571
Other expenses, net		—		—		12,951			12,951

Total operating expenses		556,005		14,742		473,305			1,044,052

Net operating income (loss)		669,265		34,151		(473,305	)		230,111
Other items included in continuing operations (2)		—		9,220		(293,371	)		(284,151	)

Income (loss) from continuing operations	$	669,265	$	43,371	$	(766,676	)	$	(54,040	)


(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 for the investment management segment include accretion income recognized on discounted notes receivable, other income items and income taxes associated with transactional activities. Other items in continuing operations not allocated to segments include: (i) interest income and expense; (ii) recoveries of, or provisions for, losses on notes receivable, provision for operating real estate impairment losses and provision for impairment losses on real estate development assets; (iii) deficit distributions to minority partners; (iv) equity in losses of unconsolidated real estate partnerships; (v) gain (losses) on dispositions of unconsolidated real estate and other; and (vi) minority interests.

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


	2008		2007
Total assets for reportable segments ⁽¹⁾	$	9,029,386	$	10,306,546
Corporate and other assets		388,622		314,051

Total consolidated assets	$	9,418,008	$	10,620,597


(1)		Total assets for reportable segments primarily relate to the real estate segment.

Our capital expenditures primarily relate to the real estate segment and totaled $665.2 million, $689.7 million and $512.6 million for the years ended December 31, 2008, 2007 and 2006, respectively.

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AIMCO PROPERTIES, L.P.

SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2008

(In Thousands Except Unit Data)


								⁽²⁾				⁽³⁾
		⁽¹⁾						Initial Cost				Cost Capitalized		December 31, 2008
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Total Cost Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation (AD)			AD		Encumbrances
Conventional Properties:
100 Forest Place	High Rise	Dec-97	OakPark, IL		1987		234		2,664		18,815		4,071		2,664		22,886		25,550		(7,928	)		17,622		28,152
1582 First Avenue	High Rise	Mar-05	New York, NY		1900		17		4,250		752		207		4,281		928		5,209		(183	)		5,026		2,701
173 E. 90th Street	High Rise	May-04	New York, NY		1910		72		11,773		4,535		1,761		12,067		6,002		18,069		(1,078	)		16,991		9,049
182-188 Columbus Avenue	Mid Rise	Feb-07	New York, NY		1910		32		17,187		3,300		2,953		19,123		4,316		23,439		(469	)		22,970		13,471
204-206 West 133rd Street	Mid Rise	Jun-07	New York, NY		1910		44		3,291		1,450		1,898		4,352		2,287		6,639		(175	)		6,464		3,132
2232-2240 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1910		24		2,863		3,785		886		3,106		4,429		7,535		(289	)		7,246		2,972
2247-2253 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1910		35		6,787		3,335		1,345		7,287		4,180		11,467		(349	)		11,118		5,483
2252-2258 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1910		35		3,623		4,504		1,118		4,012		5,233		9,245		(344	)		8,901		5,125
2300-2310 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1910		63		8,623		6,964		4,907		10,417		10,076		20,493		(682	)		19,811		9,896
236 - 238 East 88th Street	High Rise	Jan-04	New York, NY		1900		43		8,751		2,914		1,192		8,820		4,036		12,856		(911	)		11,945		7,014
237-239 Ninth Avenue	High Rise	Mar-05	New York, NY		1900		36		8,430		1,866		586		8,494		2,388		10,882		(450	)		10,432		5,286
240 West 73rd Street, LLC	High Rise	Sep-04	New York, NY		1900		200		68,006		12,140		3,009		68,109		15,045		83,154		(2,075	)		81,079		30,874
2484 Seventh Avenue	Mid Rise	Jun-07	New York, NY		1921		23		2,384		1,726		500		2,601		2,009		4,610		(150	)		4,460		2,472
2900 on First Apartments	Mid Rise	Oct-08	Seattle, WA		1989		135		5,480		31,053		—		5,535		30,998		36,533		(129	)		36,404		21,019
306 East 89th Street	High Rise	Jul-04	New York, NY		1930		20		2,659		1,006		160		2,681		1,144		3,825		(276	)		3,549		1,929
311 & 313 East 73rd Street	Mid Rise	Mar-03	New York, NY		1904		34		5,635		1,609		539		5,678		2,104		7,782		(760	)		7,022		2,815
322-324 East 61st Street	High Rise	Mar-05	New York, NY		1900		40		6,319		2,224		666		6,372		2,837		9,209		(518	)		8,691		3,752
3400 Avenue of the Arts	Mid Rise	Mar-02	Costa Mesa, CA		1987		770		55,223		65,506		69,101		57,240		132,590		189,830		(20,739	)		169,091		125,000
452 East 78th Street	High Rise	Jan-04	New York, NY		1900		12		1,966		608		274		1,982		866		2,848		(187	)		2,661		1,632
464-466 Amsterdam & 200-210 W. 83rd Street	Mid Rise	Feb-07	New York, NY		1910		72		23,677		7,101		3,321		25,552		8,547		34,099		(807	)		33,292		19,679
510 East 88th Street	High Rise	Jan-04	New York, NY		1900		20		3,137		1,002		262		3,163		1,238		4,401		(246	)		4,155		2,685
514-516 East 88th Street	High Rise	Mar-05	New York, NY		1900		36		6,230		2,168		483		6,282		2,599		8,881		(454	)		8,427		4,659
656 St. Nicholas Avenue	Mid Rise	Jun-07	New York, NY		1920		30		2,731		1,636		2,623		3,576		3,415		6,991		(220	)		6,771		2,374
759 St. Nicholas Avenue	Mid Rise	Oct-07	New York, NY		1920		9		682		535		519		988		749		1,737		(38	)		1,699		545
865 Bellevue	Garden	Jul-00	Nashville, TN		1972		326		1,526		10,158		27,549		1,526		37,707		39,233		(9,959	)		29,274		11,078
Anchorage Apartments	Garden	Nov-96	League City, TX		1985		264		1,155		7,172		3,606		1,155		10,779		11,934		(3,639	)		8,295		7,512
Arbors (Grovetree), The	Garden	Oct-97	Tempe, AZ		1967		200		1,092		6,208		2,651		1,092		8,860		9,952		(3,597	)		6,355		2,397
Arbours Of Hermitage, The	Garden	Jul-00	Hermitage, TN		1972		350		1,627		12,455		6,557		1,627		19,012		20,639		(9,148	)		11,491		10,447
Ashford, The	Garden	Dec-95	Atlanta, GA		1968		221		2,771		8,366		25,126		2,771		33,492		36,263		(10,406	)		25,857		7,997
Atriums of Plantation	Mid Rise	Aug-98	Plantation, FL		1979		210		1,807		10,385		2,435		1,807		12,820		14,627		(4,603	)		10,024		6,090
Auburn Glen	Garden	Dec-06	Jacksonville, FL		1974		251		7,483		8,191		2,909		7,670		10,913		18,583		(1,134	)		17,449		10,051
Autumn Run (IL)	Garden	Oct-02	Naperville, IL		1984		320		2,048		16,889		3,673		2,048		20,562		22,610		(8,854	)		13,756		18,139
BaLaye	Garden	Apr-06	Tampa, FL		2002		324		10,329		28,800		760		10,608		29,282		39,890		(2,682	)		37,208		23,344
Bank Lofts	High Rise	Apr-01	Denver, CO		1920		117		3,525		9,045		1,574		3,525		10,618		14,143		(3,992	)		10,151		7,339
Barcelona	Garden	Oct-99	Houston ,TX		1963		127		770		4,250		1,526		770		5,776		6,546		(2,331	)		4,215		2,394
Bay Parc Plaza	High Rise	Sep-04	Miami, FL		2000		471		22,680		41,847		3,261		22,680		45,108		67,788		(5,155	)		62,633		46,723
Bay Ridge at Nashua	Garden	Jan-03	Nashua, NH		1984		412		3,352		40,713		6,056		3,262		46,858		50,120		(8,466	)		41,654		40,800
Bayberry Hill Estates	Garden	Aug-02	Framingham, MA		1971		424		18,915		35,945		8,348		18,916		44,292		63,208		(11,968	)		51,240		26,314
Bayhead Village	Garden	Oct-00	Indianapolis, IN		1978		202		1,411		5,139		3,305		1,411		8,444		9,855		(2,939	)		6,916		2,901
Beech Lake	Garden	May-99	Durham, NC		1986		345		2,222		12,641		4,605		2,222		17,246		19,468		(6,605	)		12,863		10,500
Boston Lofts	High Rise	Apr-01	Denver, CO		1890		158		3,447		20,589		3,002		3,447		23,591		27,038		(8,320	)		18,718		14,744
Boulder Creek	Garden	Jul-94	Boulder, CO		1972		221		755		7,730		16,934		755		24,664		25,419		(11,036	)		14,383		12,696
Brandywine	Garden	Jul-94	St. Petersburg, FL		1971		477		1,437		12,725		8,312		1,437		21,037		22,474		(12,673	)		9,801		21,393
Breakers, The	Garden	Oct-98	Daytona Beach, FL		1985		208		1,008		5,507		2,974		1,008		8,481		9,489		(3,446	)		6,043		6,540
Briarwest	Garden	Oct-99	Houston, TX		1970		380		2,459		13,868		5,218		2,459		19,086		21,545		(6,551	)		14,994		8,516
Briarwood	Garden	Oct-99	Houston, TX		1970		351		2,033		11,857		4,047		2,033		15,904		17,937		(5,459	)		12,478		7,087
Bridgeview	Garden	Sep-00	Tampa, FL		1988		348		7,976		13,499		7,432		7,976		20,931		28,907		(6,098	)		22,809		13,500
Broadcast Center	Garden	Mar-02	Los Angeles, CA		1990		279		27,603		41,244		28,054		29,407		67,495		96,902		(10,998	)		85,904		55,875
Broadmoor Ridge	Garden	Dec-97	Colorado Springs, CO		1974		200		460		2,917		11,807		460		14,725		15,185		(4,329	)		10,856		6,832
Brook Run	Garden	May-98	Arlington Heights, IL		1985		182		2,245		12,936		2,232		2,245		15,168		17,413		(6,746	)		10,667		11,600
Brookdale Lakes	Garden	May-98	Naperville, IL		1990		200		2,709		15,346		2,222		2,709		17,567		20,276		(7,013	)		13,263		9,530
Buena Vista	Mid Rise	Jan-06	Pasadena, CA		1973		92		9,693		6,818		1,016		9,693		7,834		17,527		(341	)		17,186		13,300
Burke Shire Commons	Garden	Mar-01	Burke, VA		1986		360		4,867		23,617		3,531		4,867		27,148		32,015		(9,222	)		22,793		45,303
Calhoun Beach Club	High Rise	Dec-98	Minneapolis, MN		1928/1998		332		11,708		73,334		45,046		11,708		118,380		130,088		(35,485	)		94,603		49,610
Canterbury Green Apartments	Garden	Dec-99	Fort Wayne, IN		1979		1,988		13,659		73,115		24,363		13,659		97,478		111,137		(40,955	)		70,182		53,599
Canyon Terrace	Garden	Mar-02	Saugus, CA		1984		130		7,300		6,602		5,513		7,508		11,907		19,415		(2,811	)		16,604		14,750
Carriage Hill	Garden	Jul-00	East Lansing, MI		1972		143		876		9,123		1,868		875		10,991		11,866		(5,156	)		6,710		5,360
Casa del Mar at Baymeadows	Garden	Oct-06	Jacksonville, FL		1984		144		4,902		10,562		1,318		5,039		11,743		16,782		(1,054	)		15,728		9,566
Castle Court	High Rise	May-04	Fall River, MA		1974		240		15,239		7,850		3,453		15,244		11,298		26,542		(3,266	)		23,276		9,910
Cedar Rim	Garden	Apr-00	New Castle, WA		1980		104		751		5,043		17,109		751		22,152		22,903		(6,396	)		16,507		3,944
Center Square	High Rise	Oct-99	Doylestown, PA		1975		350		582		4,190		2,625		582		6,815		7,397		(2,750	)		4,647		15,645
Central Park Townhomes	Town Home	Feb-07	Park Forest, IL		1947		220		3,699		12,384		2,175		3,747		14,511		18,258		(1,098	)		17,160		—
Charleston Landing	Garden	Sep-00	Brandon, FL		1985		300		7,488		8,656		7,546		7,488		16,203		23,691		(4,435	)		19,256		10,750
Chatham Harbor	Garden	Oct-99	Altamonte Springs, FL		1985		324		2,288		13,068		3,522		2,288		16,590		18,878		(5,343	)		13,535		7,314
Chelsea Ridge Apartments	Garden	Apr-01	Wappingers Falls, NY		1966		835		10,403		33,000		46,331		10,403		79,331		89,734		(28,540	)		61,194		32,955
Chesapeake Landing I	Garden	Sep-00	Aurora, IL		1986		416		15,800		16,875		4,650		15,800		21,524		37,324		(6,774	)		30,550		24,570
Chesapeake Landing II	Garden	Mar-01	Aurora, IL		1987		184		1,969		7,980		3,104		1,969		11,084		13,053		(4,190	)		8,863		6,237
Chestnut Hall	High Rise	Oct-06	Philadelphia, PA		1923		315		12,047		14,299		2,567		12,338		16,576		28,914		(3,648	)		25,266		19,006
Chestnut Hill (PA)	Garden	Apr-00	Philadelphia, PA		1963		821		6,463		49,315		44,995		6,463		94,310		100,773		(29,647	)		71,126		51,500
Chimneys of Cradle Rock	Garden	Jun-04	Columbia, MD		1979		198		2,234		8,107		188		2,040		8,489		10,529		(1,902	)		8,627		16,966

F-50

AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2008
(In Thousands Except Unit Data)


								⁽²⁾				⁽³⁾
		⁽¹⁾						Initial Cost				Cost Capitalized		December 31, 2008
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Total Cost Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation (AD)			AD		Encumbrances
Citrus Grove	Garden	Jun-98	Redlands, CA		1985		198		1,118		6,642		2,028		1,118		8,670		9,788		(3,612	)		6,176		3,502
Colonnade Gardens (Ferntree)	Garden	Oct-97	Phoenix, AZ		1973		196		766		4,346		2,762		766		7,108		7,874		(3,156	)		4,718		1,776
Colony at Kenilworth	Garden	Oct-99	Towson, MD		1966		383		2,403		18,798		9,099		2,570		27,730		30,300		(13,182	)		17,118		24,738
Columbus Avenue	Mid Rise	Sep-03	New York, NY		1880		59		35,472		9,450		3,172		35,527		12,567		48,094		(3,682	)		44,412		26,274
Country Lakes I	Garden	Apr-01	Naperville, IL		1982		240		8,512		10,832		3,050		8,512		13,882		22,394		(4,528	)		17,866		14,736
Country Lakes II	Garden	May-97	Naperville, IL		1986		400		5,165		29,430		5,198		5,165		34,627		39,792		(12,864	)		26,928		25,225
Covington Pointe	Garden	Oct-05	Dallas, TX		1984		180		1,373		9,500		1,332		1,373		10,832		12,205		(6,274	)		5,931		4,796
Creekside	Garden	Jan-00	Denver, CO		1974		328		1,743		14,072		2,725		1,980		16,560		18,540		(7,222	)		11,318		14,549
Creekside (CA)	Garden	Mar-02	Simi Valley, CA		1985		397		24,595		18,818		6,268		25,245		24,435		49,680		(6,897	)		42,783		40,670
Crescent at West Hollywood, The	Mid Rise	Mar-02	West Hollywood, CA		1982		130		15,382		10,215		12,831		15,765		22,663		38,428		(5,960	)		32,468		24,195
Crossroads	Garden	May-98	Phoenix, AZ		1982		316		2,180		12,661		3,267		2,180		15,928		18,108		(7,474	)		10,634		4,940
Crosswood	Garden	Jan-06	Citrus Heights, CA		1976		180		6,944		8,169		732		6,944		8,901		15,845		(510	)		15,335		13,000
Deer Creek	Garden	Apr-00	Plainsboro, NJ		1975		288		2,404		17,096		5,012		2,404		22,108		24,512		(9,655	)		14,857		23,235
Deercross (IN)	Garden	Oct-00	Indianapolis, IN		1979		372		3,175		10,426		6,155		3,175		16,582		19,757		(6,040	)		13,717		10,700
Defoors Crossing	Garden	Jan-06	Atlanta, GA		1987		60		348		957		300		348		1,258		1,606		(1,134	)		472		—
Doral Oaks	Garden	Dec-97	Temple Terrace, FL		1967		252		2,095		3,943		14,471		2,095		18,414		20,509		(7,066	)		13,443		3,705
Douglaston Villas and Townhomes	Garden	Aug-99	Altamonte Springs, FL		1979		234		1,666		9,353		6,498		1,666		15,851		17,517		(5,121	)		12,396		10,632
Dunes Apartment Homes, The	Garden	Oct-99	Indian Harbour Beach, FL		1963		200		1,211		5,901		3,071		1,211		8,972		10,183		(4,396	)		5,787		3,152
Elm Creek	Mid Rise	Dec-97	Elmhurst, IL		1986		372		5,534		30,830		17,156		5,628		47,892		53,520		(15,471	)		38,049		30,548
Evanston Place	High Rise	Dec-97	Evanston, IL		1988		189		3,232		25,546		4,237		3,232		29,783		33,015		(9,116	)		23,899		21,700
Fairlane East	Garden	Jan-01	Dearborn, MI		1973		244		6,550		11,711		4,837		6,550		16,548		23,098		(7,549	)		15,549		10,200
Fairway	Garden	Jan-00	Plano, TX		1978		256		2,961		5,137		5,342		2,961		10,479		13,440		(4,951	)		8,489		8,982
Farmingdale	Mid Rise	Oct-00	Darien, IL		1975		240		11,763		15,174		9,098		11,763		24,272		36,035		(7,561	)		28,474		18,090
Ferntree	Garden	Mar-01	Phoenix, AZ		1968		219		2,078		13,752		2,846		2,079		16,598		18,677		(5,463	)		13,214		7,133
Fisherman’s Landing	Garden	Dec-97	Bradenton, FL		1984		200		1,276		7,170		6,915		1,276		14,085		15,361		(4,370	)		10,991		7,966
Fisherman’s Landing	Garden	Sep-98	Temple Terrace, FL		1986		256		1,643		9,446		3,506		1,643		12,952		14,595		(5,020	)		9,575		11,937
Fisherman’s Village	Garden	Jan-06	Indianapolis, IN		1982		328		964		11,129		2,424		964		13,553		14,517		(6,489	)		8,028		6,350
Fisherman’s Wharf Apartments	Garden	Nov-96	Clute, TX		1981		360		1,257		7,584		4,471		1,257		12,055		13,312		(5,115	)		8,197		2,195
Flamingo Towers	High Rise	Sep-97	Miami, FL		1960/2005		1,127		32,191		38,399		216,641		32,239		254,993		287,232		(76,989	)		210,243		158,000
Forestlake Apartments	Garden	Mar-07	Daytona Beach, FL		1982		120		3,691		4,320		361		3,860		4,512		8,372		(369	)		8,003		4,807
Four Quarters Habitat	Garden	Jan-06	Miami, FL		1976		336		1,532		23,615		12,385		1,528		36,004		37,532		(15,182	)		22,350		12,317
Fox Run (NJ)	Garden	Jan-00	Plainsboro, NJ		1973		776		8,029		51,843		15,513		8,022		67,363		75,385		(22,981	)		52,404		27,596
Foxchase	Garden	Dec-97	Alexandria, VA		1947		2,113		15,419		96,062		29,828		15,496		125,813		141,309		(50,071	)		91,238		188,012
Franklin Oaks	Garden	May-98	Franklin, TN		1987		468		3,936		22,832		8,664		3,936		31,497		35,433		(12,308	)		23,125		12,620
Georgetown (MA)	Garden	Aug-02	Framingham, MA		1964		207		12,351		13,168		1,991		12,351		15,159		27,510		(3,920	)		23,590		13,442
Glen at Forestlake, The	Garden	Mar-07	Daytona Beach, FL		1982		26		897		862		138		933		963		1,896		(81	)		1,815		1,055
Glenbridge Manors	Garden	Sep-03	Cincinnati, OH		1978		273		1,030		17,447		11,402		1,031		28,849		29,880		(6,557	)		23,323		19,283
Granada	Mid Rise	Aug-02	Framingham, MA		1958		72		4,577		4,058		840		4,577		4,897		9,474		(1,711	)		7,763		4,497
Grand Pointe	Garden	Dec-99	Columbia, MD		1974		325		2,715		16,771		4,912		2,715		21,683		24,398		(7,159	)		17,239		17,267
Greens (AZ)	Garden	Jul-94	Chandler, AZ		2000		324		2,303		713		27,043		2,303		27,755		30,058		(10,169	)		19,889		13,564
Greenspoint Apartments	Garden	Jan-00	Phoenix, AZ		1985		336		2,176		14,881		12,188		2,176		27,069		29,245		(10,058	)		19,187		16,668
Greentree	Garden	Dec-96	Carrollton, TX		1983		365		1,774		9,440		5,449		1,774		14,889		16,663		(6,284	)		10,379		7,166
Hampden Heights	Garden	Jan-00	Denver, CO		1973		376		2,023		14,298		4,040		2,251		18,110		20,361		(8,047	)		12,314		14,010
Harbor Town at Jacaranda	Garden	Sep-00	Plantation, FL		1988		280		9,776		10,643		6,257		9,776		16,900		26,676		(4,529	)		22,147		11,800
Harbour, The	Garden	Mar-01	Melbourne, FL		1987		162		4,108		3,563		2,700		4,108		6,263		10,371		(2,502	)		7,869		—
Heritage Park at Alta Loma	Garden	Jan-01	Alta Loma, CA		1986		232		1,200		6,428		3,301		1,200		9,730		10,930		(3,271	)		7,659		7,264
Heritage Park Escondido	Garden	Oct-00	Escondido, CA		1986		196		1,055		7,578		1,242		1,055		8,820		9,875		(3,764	)		6,111		7,299
Heritage Park Livermore	Garden	Oct-00	Livermore, CA		1988		167		1,039		9,185		1,177		1,039		10,361		11,400		(4,260	)		7,140		7,432
Heritage Park Montclair	Garden	Mar-01	Montclair, CA		1985		144		690		4,149		865		690		5,014		5,704		(1,620	)		4,084		4,620
Heritage Village Anaheim	Garden	Oct-00	Anaheim, CA		1986		196		1,835		8,554		1,471		1,835		10,025		11,860		(4,361	)		7,499		8,858
Hidden Cove (CA)	Garden	Jul-98	Escondido, CA		1985		334		3,043		17,615		6,606		3,043		24,222		27,265		(9,016	)		18,249		14,966
Hidden Cove II	Garden	Jul-07	Escondido, CA		1986		118		12,730		6,530		5,092		12,849		11,504		24,353		(733	)		23,620		12,809
Hidden Harbour	Garden	Oct-02	Melbourne, FL		1985		216		984		8,050		1,892		984		9,942		10,926		(2,888	)		8,038		6,748
Highcrest Townhomes	Town Home	Jan-03	Woodridge, IL		1968		176		3,045		13,452		1,118		3,045		14,571		17,616		(5,487	)		12,129		11,019
Highland Ridge	Garden	Sep-04	Atlanta, GA		1984		219		1,162		6,997		4,879		1,179		11,859		13,038		(4,597	)		8,441		6,100
Hillcreste (CA)	Garden	Mar-02	Los Angeles, CA		1989		315		33,755		47,216		24,452		35,862		69,561		105,423		(16,335	)		89,088		58,559
Hillmeade	Garden	Nov-94	Nashville, TN		1985		288		2,872		16,069		12,479		2,872		28,549		31,421		(15,814	)		15,607		18,660
Hills at the Arboretum, The	Garden	Oct-97	Austin, TX		1983		327		1,367		7,764		14,358		1,367		22,122		23,489		(7,102	)		16,387		—
Homestead	Garden	Apr-05	East Lansing, MI		1986		168		825		9,252		512		825		9,763		10,588		(3,823	)		6,765		3,549
Horizons West Apartments	Mid Rise	Dec-06	Pacifica, CA		1970		78		8,763		6,376		1,105		8,887		7,357		16,244		(658	)		15,586		5,494
Hudson Harbour	Garden	Apr-07	Poughkeepsie, NY		1980		352		17,640		18,679		851		17,714		19,455		37,169		(1,607	)		35,562		23,318
Hunt Club (MD)	Garden	Sep-00	Gaithersburg, MD		1986		336		17,859		13,149		3,426		17,859		16,575		34,434		(5,652	)		28,782		32,160
Hunt Club (TX)	Garden	Mar-01	Austin, TX		1987		384		10,342		11,920		7,872		10,342		19,792		30,134		(8,238	)		21,896		18,361
Hunter’s Chase (VA)	Garden	Jan-01	Midlothian, VA		1985		320		7,987		7,863		3,007		7,987		10,871		18,858		(2,870	)		15,988		16,630
Hunter’s Crossing (VA)	Garden	Apr-01	Leesburg, VA		1967		164		2,244		7,763		3,782		2,244		11,544		13,788		(5,352	)		8,436		7,000
Hunters Glen IV	Garden	Oct-99	Plainsboro, NJ		1976		264		2,264		15,036		4,552		2,264		19,588		21,852		(8,798	)		13,054		20,501
Hunters Glen V	Garden	Oct-99	Plainsboro, NJ		1977		304		2,735		18,079		4,915		2,735		22,994		25,729		(10,270	)		15,459		24,504
Hunters Glen VI	Garden	Oct-99	Plainsboro, NJ		1977		328		2,418		16,083		5,744		2,418		21,827		24,245		(10,554	)		13,691		25,504
Huntington Athletic Club	Garden	Oct-99	Morrisville, NC		1986		212		1,650		11,265		3,315		1,650		14,580		16,230		(7,165	)		9,065		7,549
Hyde Park Tower	High Rise	Oct-04	Chicago, IL		1990		155		4,683		14,928		1,839		4,731		16,719		21,450		(2,207	)		19,243		13,569
Independence Green	Garden	Jan-06	Farmington Hills, MI		1960		981		10,293		24,830		19,287		10,156		44,254		54,410		(10,525	)		43,885		28,121
Indian Oaks	Garden	Mar-02	Simi Valley, CA		1986		254		23,927		15,801		3,037		24,523		18,242		42,765		(5,029	)		37,736		33,600

F-51

AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2008
(In Thousands Except Unit Data)


								⁽²⁾				⁽³⁾
		⁽¹⁾						Initial Cost				Cost Capitalized		December 31, 2008
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Total Cost Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation (AD)			AD		Encumbrances
Island Club (Beville)	Garden	Oct-00	Daytona Beach, FL		1986		204		6,086		8,571		1,833		6,087		10,404		16,491		(3,595	)		12,896		8,440
Island Club (CA)	Garden	Oct-00	Oceanside, CA		1986		592		18,027		28,654		10,560		18,027		39,214		57,241		(13,272	)		43,969		37,664
Island Club (Palm Aire)	Garden	Oct-00	Pomano Beach, FL		1988		260		7,615		7,652		7,292		8,336		14,224		22,560		(4,323	)		18,237		11,835
Key Towers	High Rise	Apr-01	Alexandria, VA		1964		140		1,526		7,050		3,070		1,526		10,121		11,647		(4,130	)		7,517		10,900
Knolls, The	Garden	Jul-02	Colorado Springs, CO		1972		262		3,122		13,178		10,457		3,122		23,635		26,757		(12,367	)		14,390		7,617
Lake Castleton	Garden	May-99	Indianapolis, IN		1997		1,261		5,183		29,888		11,574		5,183		41,462		46,645		(16,467	)		30,178		28,746
Lake Johnson Mews	Garden	Oct-99	Raleigh, NC		1972		201		1,358		10,022		4,973		1,358		14,996		16,354		(7,753	)		8,601		8,061
Lakeside (IL)	Garden	Oct-99	Lisle, IL		1972		568		4,358		29,419		27,070		4,358		56,488		60,846		(17,419	)		43,427		29,608
Lakeside at Vinings Mountain	Garden	Jan-00	Atlanta, GA		1983		220		1,459		13,250		14,415		1,459		27,665		29,124		(9,215	)		19,909		6,070
Lakeside Place	Garden	Oct-99	Houston, TX		1976		734		4,837		35,474		12,616		4,837		48,090		52,927		(19,984	)		32,943		27,219
Lakewood	Garden	Jul-02	Tomball, TX		1979		256		801		8,328		2,920		801		11,248		12,049		(4,982	)		7,067		4,238
Lamplighter Park	Garden	Apr-00	Bellevue, WA		1967		174		2,262		9,282		3,811		2,262		13,093		15,355		(5,836	)		9,519		10,700
Landmark	Garden	Apr-00	Raleigh, NC		1970		292		1,845		13,621		3,815		2,189		17,093		19,282		(8,811	)		10,471		8,535
Latrobe	High Rise	Jan-03	Washington, DC		1980		176		1,305		11,257		15,038		1,305		26,296		27,601		(8,250	)		19,351		22,372
Lazy Hollow	Garden	Apr-05	Columbia, MD		1979		178		1,248		13,867		874		1,248		14,741		15,989		(5,519	)		10,470		8,243
Leahy Square	Garden	Apr-07	Redwood City, CA		1973		110		15,352		7,909		1,292		15,444		9,109		24,553		(686	)		23,867		15,250
Lewis Park	Garden	Jan-06	Carbondale, IL		1972		269		1,420		12,180		2,409		1,417		14,592		16,009		(8,434	)		7,575		4,205
Lighthouse at Twin Lakes	Garden	Apr-00	Beltsville, MD		1969		700		3,695		25,543		11,114		3,695		36,657		40,352		(10,346	)		30,006		48,329
Lincoln Place Garden	Garden	Oct-04	Venice, CA		1951		755		43,979		10,439		67,108		42,894		78,632		121,526		(1,527	)		119,999		72,500
Lodge at Chattahoochee, The	Garden	Oct-99	Atlanta, GA		1970		312		2,320		16,370		21,022		2,320		37,392		39,712		(11,604	)		28,108		9,320
Los Arboles	Garden	Sep-97	Chandler, AZ		1985		232		1,662		9,504		2,966		1,662		12,470		14,132		(5,236	)		8,896		4,868
Malibu Canyon	Garden	Mar-02	Calabasas, CA		1986		698		66,257		53,438		32,749		69,834		82,609		152,443		(24,659	)		127,784		98,900
Maple Bay	Garden	Dec-99	Virginia Beach, VA		1971		414		2,598		16,141		29,594		2,598		45,735		48,333		(11,216	)		37,117		33,973
Mariners Cove	Garden	Mar-02	San Diego, CA		1984		500		—		66,861		6,930		1,000		72,792		73,792		(15,980	)		57,812		6,661
Meadow Creek	Garden	Jul-94	Boulder, CO		1972		332		1,435		24,532		6,066		1,435		30,598		32,033		(11,967	)		20,066		24,378
Merrill House	High Rise	Jan-00	Falls Church, VA		1962		159		1,836		10,831		2,306		1,836		13,137		14,973		(3,837	)		11,136		15,600
Montecito	Garden	Jul-94	Austin, TX		1985		268		1,268		6,896		4,700		1,268		11,596		12,864		(5,710	)		7,154		1,052
Monterey Grove	Garden	Jun-08	San Jose, CA		1999		224		34,175		21,939		747		34,270		22,590		56,860		(655	)		56,205		35,000
Mountain View	Garden	May-98	Colorado Springs, CO		1985		252		2,546		14,841		2,668		2,546		17,509		20,055		(7,185	)		12,870		6,288
Mountain View (CA)	Garden	Jan-06	San Dimas, CA		1978		168		8,500		16,656		2,231		8,500		18,886		27,386		(1,084	)		26,302		23,300
Newport	Garden	Jul-94	Avondale, AZ		1986		204		800		4,354		3,387		800		7,742		8,542		(3,612	)		4,930		1,801
Oak Falls Condominiums	Garden	Nov-96	Spring, TX		1983		144		1,017		5,420		2,590		1,017		8,010		9,027		(2,459	)		6,568		3,441
Oak Park Village I	Garden	Oct-00	Lansing, MI		1973		618		10,048		16,771		6,930		10,048		23,701		33,749		(11,512	)		22,237		23,487
Ocean Oaks	Garden	May-98	Port Orange, FL		1988		296		2,132		12,855		3,045		2,132		15,900		18,032		(5,849	)		12,183		10,295
Ocean View Apartment	Garden	Oct-06	Pacifica, CA		1963		63		7,975		4,131		1,257		8,108		5,255		13,363		(432	)		12,931		6,526
One Lytle Place	High Rise	Jan-00	Cincinnati ,OH		1980		231		2,662		21,800		12,058		2,662		33,858		36,520		(10,058	)		26,462		15,450
Pacific Bay Vistas	Garden	Mar-01	San Bruno, CA		1987		308		3,703		62,460		19,987		22,993		63,157		86,150		(55,442	)		30,708		26,060
Pacifica Park	Garden	Jul-06	Pacifica, CA		1977		104		12,770		6,579		3,119		12,970		9,498		22,468		(1,524	)		20,944		11,456
Palazzo at Park La Brea	Mid Rise	Feb-04	Los Angeles, CA		2002		521		47,822		125,464		7,878		48,362		132,803		181,165		(24,119	)		157,046		127,068
Palazzo East at Park La Brea	Mid Rise	Mar-05	Los Angeles, CA		2005		611		61,004		136,503		19,904		72,615		144,796		217,411		(20,299	)		197,112		150,000
Palencia	Garden	May-98	Tampa, FL		1985		420		2,804		16,262		10,921		2,804		27,183		29,987		(10,229	)		19,758		11,598
Paradise Palms	Garden	Jul-94	Phoenix, AZ		1985		129		647		3,515		6,438		647		9,954		10,601		(4,661	)		5,940		6,481
Park at Cedar Lawn, The	Garden	Nov-96	Galveston, TX		1985		192		1,025		2,521		2,257		1,025		4,779		5,804		(3,382	)		2,422		3,752
Park Towne	High Rise	Apr-00	Philadelphia, PA		1959		958		10,451		47,301		51,905		10,451		99,206		109,657		(18,221	)		91,436		87,000
Parktown Townhouses	Garden	Oct-99	Deer Park, TX		1968		309		1,772		13,725		9,819		1,772		23,545		25,317		(8,268	)		17,049		5,938
Parkway (VA)	Garden	Mar-00	Willamsburg, VA		1971		148		386		2,834		2,579		386		5,413		5,799		(2,951	)		2,848		9,409
Pathfinder Village	Garden	Jan-06	Fremont, CA		1973		246		19,595		14,838		5,628		19,595		20,466		40,061		(887	)		39,174		23,800
Peachtree Park	Garden	Jan-96	Atlanta, GA		1962/1995		303		4,683		11,713		9,862		4,683		21,575		26,258		(8,805	)		17,453		9,834
Peakview Place	Garden	Jan-00	Englewood, CO		1975		296		2,067		20,438		4,362		2,067		24,800		26,867		(14,026	)		12,841		12,844
Pebble Point	Garden	Oct-02	Indianapolis, IN		1980		220		1,790		6,883		2,339		1,790		9,222		11,012		(4,013	)		6,999		5,430
Peppertree	Garden	Mar-02	Cypress, CA		1971		136		7,835		5,224		1,873		8,030		6,902		14,932		(2,367	)		12,565		15,750
Pine Lake Terrace	Garden	Mar-02	Garden Grove, CA		1971		111		3,975		6,035		1,872		4,125		7,758		11,883		(2,134	)		9,749		12,000
Pine Shadows	Garden	May-98	Phoenix, AZ		1983		272		2,095		11,899		3,534		2,095		15,433		17,528		(6,572	)		10,956		7,500
Pines, The	Garden	Oct-98	Palm Bay, FL		1984		216		603		3,318		2,277		603		5,595		6,198		(2,117	)		4,081		1,975
Plantation Gardens	Garden	Oct-99	Plantation ,FL		1971		372		3,793		19,601		5,386		3,793		24,987		28,780		(9,958	)		18,822		24,463
Pointe At Stone Canyon, The	Garden	Jan-06	Dallas, TX		1978		164		878		4,401		1,816		878		6,217		7,095		(3,545	)		3,550		2,431
Post Ridge	Garden	Jul-00	Nashville, TN		1972		150		943		6,680		2,616		943		9,296		10,239		(4,634	)		5,605		6,119
Presidential House	Mid Rise	Sep-05	North Miami Beach, FL		1963		203		1,379		10,635		3,051		1,379		13,686		15,065		(5,092	)		9,973		10,044
Preston Creek	Garden	Oct-99	Dallas, TX		1979		228		1,543		8,667		5,586		1,543		14,253		15,796		(7,465	)		8,331		8,784
Quail Run	Garden	Oct-99	Zionsville, IN		1972		166		1,222		6,803		1,512		1,222		8,316		9,538		(3,628	)		5,910		4,533
Ramblewood Apartments (MI)	Garden	Dec-99	Wyoming, MI		1973		1,708		8,607		61,082		—		8,607		61,082		69,689		(9,266	)		60,423		28,676
Ravensworth Towers	High Rise	Jun-04	Annandale, VA		1974		219		2,172		18,607		2,108		2,172		20,714		22,886		(8,931	)		13,955		21,163
Reflections (Casselberry)	Garden	Oct-02	Casselberry, FL		1984		336		3,906		10,491		3,706		3,906		14,197		18,103		(3,831	)		14,272		10,700
Reflections (Virginia Beach)	Garden	Sep-00	Virginia Beach, VA		1987		480		15,988		13,684		4,761		15,988		18,444		34,432		(6,736	)		27,696		38,932
Reflections (West Palm Beach)	Garden	Oct-00	West Palm Beach, FL		1986		300		5,504		9,984		3,813		5,504		13,797		19,301		(4,562	)		14,739		8,344
Regency Oaks	Garden	Oct-99	Fern Park, FL		1965		343		1,842		10,029		7,836		1,842		17,866		19,708		(9,128	)		10,580		11,280
Remington at Ponte Vedra Lakes	Garden	Dec-06	Ponte Vedra Beach, FL		1986		344		18,576		18,650		1,917		18,795		20,348		39,143		(2,076	)		37,067		25,000
River Club	Garden	Apr-05	Edgewater, NJ		1998		266		30,578		30,638		1,479		30,579		32,116		62,695		(4,790	)		57,905		40,749
River Reach	Garden	Sep-00	Naples, FL		1986		556		17,728		18,337		5,688		17,728		24,025		41,753		(8,755	)		32,998		36,254
Riverbend Village	Garden	Jul-01	Arlington, TX		1983		201		893		4,128		4,649		893		8,777		9,670		(3,285	)		6,385		5,164
Riverloft Apartments	High Rise	Oct-99	Philadelphia, PA		1910		184		2,120		11,287		31,053		2,120		42,340		44,460		(14,165	)		30,295		20,962

F-52

AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2008
(In Thousands Except Unit Data)


								⁽²⁾				⁽³⁾
		⁽¹⁾						Initial Cost				Cost Capitalized		December 31, 2008
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Total Cost Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation (AD)			AD		Encumbrances
Riverside Park	High Rise	Apr-00	Alexandria ,VA		1973		1,222		9,286		71,911		74,603		9,285		146,514		155,799		(51,669	)		104,130		96,440
Rosewood	Garden	Mar-02	Camarillo, CA		1976		152		12,128		8,060		2,400		12,430		10,157		22,587		(2,871	)		19,716		17,900
Royal Crest Estates (Fall River)	Garden	Aug-02	Fall River, MA		1974		216		5,832		12,044		1,841		5,832		13,885		19,717		(5,046	)		14,671		12,610
Royal Crest Estates (Marlboro)	Garden	Aug-02	Marlborough, MA		1970		473		25,178		28,786		3,231		25,178		32,017		57,195		(11,943	)		45,252		27,792
Royal Crest Estates (Nashua)	Garden	Aug-02	Nashua, MA		1970		902		68,231		45,562		9,164		68,231		54,725		122,956		(19,321	)		103,635		53,076
Royal Crest Estates (North Andover)	Garden	Aug-02	North Andover, MA		1970		588		51,292		36,808		9,130		51,292		45,938		97,230		(16,568	)		80,662		60,800
Royal Crest Estates (Warwick)	Garden	Aug-02	Warwick, RI		1972		492		22,433		24,095		5,097		22,433		29,192		51,625		(10,425	)		41,200		38,000
Royal Palms	Garden	Jul-94	Mesa, AZ		1985		152		832		4,569		9,425		832		13,994		14,826		(3,979	)		10,847		—
Runaway Bay	Garden	Jul-02	Pinellas Park, FL		1986		192		1,884		7,045		1,625		1,884		8,670		10,554		(1,982	)		8,572		9,153
Runaway Bay (FL)	Garden	Oct-00	Lantana, FL		1987		404		5,934		16,052		6,895		5,934		22,947		28,881		(6,610	)		22,271		21,458
Runaway Bay (MI)	Garden	Oct-00	Lansing, MI		1987		288		2,106		6,559		3,370		2,106		9,929		12,035		(4,603	)		7,432		8,279
Sandpiper Cove	Garden	Dec-97	Boynton Beach, FL		1987		416		3,511		21,396		6,662		3,511		28,058		31,569		(9,887	)		21,682		29,851
Savannah Trace	Garden	Mar-01	Shaumburg, IL		1986		368		13,960		20,731		3,769		13,960		24,501		38,461		(7,485	)		30,976		21,976
Scandia	Garden	Oct-00	Indianapolis, IN		1977		444		10,540		9,852		11,225		10,540		21,078		31,618		(9,307	)		22,311		19,318
Scotchollow	Garden	Jan-06	San Mateo, CA		1971		418		49,474		17,756		3,807		49,474		21,564		71,038		(835	)		70,203		49,000
Scottsdale Gateway I	Garden	Oct-97	Tempe, AZ		1965		124		591		3,359		7,930		591		11,289		11,880		(3,017	)		8,863		5,800
Scottsdale Gateway II	Garden	Oct-97	Tempe, AZ		1976		487		2,458		13,927		21,490		2,458		35,416		37,874		(11,879	)		25,995		5,557
Shadow Creek (AZ)	Garden	May-98	Mesa, AZ		1984		266		2,016		11,886		3,549		2,016		15,435		17,451		(6,947	)		10,504		4,895
Shenandoah Crossing	Garden	Sep-00	Fairfax, VA		1984		640		18,492		57,197		6,957		18,492		64,154		82,646		(24,753	)		57,893		70,783
Sienna Bay	Garden	Apr-00	St. Petersburg, FL		1984		276		1,766		9,739		10,541		1,766		20,280		22,046		(8,555	)		13,491		10,799
Signal Pointe	Garden	Oct-99	Winter Park, FL		1971		368		1,573		12,510		14,975		1,573		27,486		29,059		(8,468	)		20,591		18,596
Signature Point Apartments	Garden	Nov-96	League City, TX		1994		304		2,810		17,579		1,587		2,810		19,166		21,976		(6,140	)		15,836		11,336
Somerset Lakes	Garden	May-99	Indianapolis, IN		1974		360		3,436		19,668		6,438		3,436		26,106		29,542		(8,820	)		20,722		18,142
Springhouse (KY)	Garden	Mar-04	Lexington, KY		1986		224		1,843		7,161		1,109		1,843		8,270		10,113		(2,969	)		7,144		7,150
Springhouse at Newport	Garden	Jul-02	Newport News, VA		1986		432		9,479		11,425		3,223		9,479		14,648		24,127		(3,490	)		20,637		16,600
Springwoods at Lake Ridge	Garden	Jul-02	Lake Ridge, VA		1984		180		5,587		7,284		1,104		5,587		8,388		13,975		(1,530	)		12,445		14,741
Spyglass at Cedar Cove	Garden	Sep-00	Lexington Park, MD		1985		152		3,241		5,094		2,436		3,241		7,530		10,771		(2,885	)		7,886		9,519
Stafford	High Rise	Oct-02	Baltimore, MD		1889		96		706		4,032		3,053		562		7,230		7,792		(2,742	)		5,050		4,372
Steeplechase (MD)	Garden	Sep-00	Largo, MD		1986		240		3,675		16,111		2,890		3,675		19,001		22,676		(6,176	)		16,500		23,587
Steeplechase (TX)	Garden	Jul-02	Plano, TX		1985		368		7,056		10,510		6,162		7,056		16,672		23,728		(3,955	)		19,773		13,649
Sterling Apartment Homes, The	Garden	Oct-99	Philadelphia, PA		1962		535		8,884		56,250		16,734		8,884		72,984		81,868		(28,474	)		53,394		78,988
Stone Creek Club	Garden	Sep-00	Germantown, MD		1984		240		13,593		9,347		2,740		13,593		12,086		25,679		(6,093	)		19,586		24,900
Stonebrook	Garden	Jun-97	Sanford, FL		1991		244		1,583		8,587		4,061		1,583		12,647		14,230		(5,085	)		9,145		5,207
Stonebrook II	Garden	Mar-99	Sanford, FL		1998		112		488		8,736		565		488		9,300		9,788		(2,449	)		7,339		3,101
Stoney Brook Apartments	Garden	Nov-96	Houston, TX		1972		113		275		1,865		1,781		275		3,646		3,921		(1,078	)		2,843		1,927
Summit Creek	Garden	May-98	Austin, TX		1985		164		1,211		6,037		1,784		1,211		7,822		9,033		(2,876	)		6,157		5,670
Sun Lake	Garden	May-98	Lake Mary, FL		1986		600		4,551		25,543		25,842		4,551		51,385		55,936		(15,496	)		40,440		36,294
Sun River Village	Garden	Oct-99	Tempe ,AZ		1981		334		2,091		14,056		3,453		2,091		17,509		19,600		(8,281	)		11,319		7,813
Talbot Woods	Garden	Sep-04	Middleboro, MA		1972		121		5,852		4,719		1,972		5,852		6,691		12,543		(1,547	)		10,996		6,288
Tamarac Village	Garden	Apr-00	Denver, CO		1979		564		4,021		23,495		7,625		4,316		30,825		35,141		(14,527	)		20,614		16,484
Tamarind Bay	Garden	Jan-00	St. Petersburg, FL		1980		200		766		7,090		4,812		766		11,902		12,668		(4,969	)		7,699		6,987
Tar River Estates	Garden	Oct-99	Greenville, NC		1969		220		1,379		14,849		3,493		1,379		18,342		19,721		(7,260	)		12,461		4,159
Tatum Gardens	Garden	May-98	Phoenix, AZ		1985		128		1,323		7,155		1,783		1,323		8,938		10,261		(4,265	)		5,996		7,403
Tierra Palms	Garden	Jan-06	Norwalk, CA		1970		144		6,441		6,807		467		6,441		7,274		13,715		(481	)		13,234		13,800
Timbertree	Garden	Oct-97	Phoenix, AZ		1979		387		2,292		13,000		5,481		2,292		18,480		20,772		(8,948	)		11,824		4,927
Towers Of Westchester Park, The	High Rise	Jan-06	College Park, MD		1972		303		15,198		22,029		4,110		15,198		26,139		41,337		(1,472	)		39,865		31,800
Township At Highlands	Town Home	Nov-96	Littleton, CO		1985		161		1,615		9,773		4,948		1,536		14,801		16,337		(6,116	)		10,221		16,900
Trails	Garden	Apr-02	Nashville, TN		1985		248		485		8,336		1,598		485		9,935		10,420		(5,977	)		4,443		8,440
Twin Lake Towers	High Rise	Oct-99	Westmont, IL		1969		399		2,691		19,592		20,365		2,691		39,957		42,648		(13,287	)		29,361		9,737
Twin Lakes Apartments	Garden	Apr-00	Palm Harbor, FL		1986		262		2,034		12,878		4,243		2,034		17,122		19,156		(6,618	)		12,538		10,727
Vantage Pointe	Mid Rise	Aug-02	Swampscott, MA		1987		96		4,749		10,089		1,273		4,749		11,362		16,111		(3,139	)		12,972		7,769
Verandahs at Hunt Club	Garden	Jul-02	Apopka, FL		1985		210		2,271		7,724		2,298		2,271		10,022		12,293		(2,052	)		10,241		11,239
Views at Vinings Mountain, The	Garden	Jan-06	Atlanta, GA		1983		180		610		5,026		11,897		610		16,924		17,534		(5,425	)		12,109		13,800
Villa Del Sol	Garden	Mar-02	Norwalk, CA		1972		120		7,294		4,861		2,238		7,476		6,917		14,393		(2,221	)		12,172		13,500
Village Creek at Brookhill	Garden	Jul-94	Westminster, CO		1987		324		2,446		13,261		4,607		2,446		17,868		20,314		(8,425	)		11,889		12,357
Village Crossing	Garden	May-98	W. Palm Beach, FL		1986		189		1,618		9,757		2,874		1,618		12,631		14,249		(4,948	)		9,301		7,000
Village Green Altamonte Springs	Garden	Oct-02	Altamonte Springs, FL		1970		164		608		6,618		2,201		608		8,819		9,427		(3,934	)		5,493		6,590
Village in the Woods	Garden	Jan-00	Cypress, TX		1983		530		2,248		17,241		9,861		2,248		27,102		29,350		(11,470	)		17,880		19,637
Village of Pennbrook	Garden	Oct-98	Levittown, PA		1969		722		5,800		43,710		12,256		5,800		55,966		61,766		(20,111	)		41,655		48,909
Villages of Baymeadows	Garden	Oct-99	Jacksonville, FL		1972		904		5,006		33,960		52,905		5,006		86,865		91,871		(33,317	)		58,554		38,943
Villas at Park La Brea, The	Garden	Mar-02	Los Angeles, CA		2002		250		8,621		48,871		3,289		8,630		52,150		60,780		(10,531	)		50,249		32,085
Vinings Peak	Garden	Jan-00	Atlanta, GA		1980		280		1,866		15,039		17,111		1,866		32,151		34,017		(10,370	)		23,647		6,855
Vista Del Lagos	Garden	Dec-97	Chandler, AZ		1986		200		804		4,952		2,443		804		7,394		8,198		(3,117	)		5,081		11,938
Waterford Village	Garden	Aug-02	Bridgewater, MA		1971		588		28,585		28,102		5,295		29,083		32,899		61,982		(13,493	)		48,489		30,156
Waterways Village	Garden	Jun-97	Aventura, FL		1991		180		4,504		11,064		3,495		4,504		14,559		19,063		(5,842	)		13,221		7,797
Waverly Apartments	Garden	Aug-08	Brighton, MA		1970		104		7,696		11,347		—		7,920		11,712		19,632		(208	)		19,424		12,000
West Winds	Garden	Oct-02	Orlando, FL		1985		272		1,892		11,913		2,741		1,892		14,654		16,546		(4,090	)		12,456		12,970
Westgate	Garden	Oct-99	Houston, TX		1971		313		1,920		11,224		4,617		1,920		15,841		17,761		(5,838	)		11,923		6,771
Westway Village Apartments	Garden	May-98	Houston, TX		1979		326		2,921		11,384		2,663		2,921		14,047		16,968		(6,122	)		10,846		7,677
Wexford Village	Garden	Aug-02	Worcester, MA		1974		264		6,339		17,939		1,971		6,339		19,909		26,248		(6,322	)		19,926		14,542
Wickertree	Garden	Oct-97	Phoenix, AZ		1983		226		1,225		6,923		2,603		1,225		9,526		10,751		(3,919	)		6,832		2,590
Williamsburg Manor	Garden	Apr-00	Cary, NC		1972		183		1,669		8,971		1,912		1,669		10,883		12,552		(5,120	)		7,432		4,938
Willow Bend (IL)	Garden	May-98	Rolling Meadows, IL		1985		328		2,717		15,437		22,680		2,717		38,117		40,834		(10,023	)		30,811		20,000

F-53

AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2008
(In Thousands Except Unit Data)


								⁽²⁾				⁽³⁾
		⁽¹⁾						Initial Cost				Cost Capitalized		December 31, 2008
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Total Cost Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation (AD)			AD		Encumbrances
Willow Park on Lake Adelaide	Garden	Oct-99	Altamonte Springs, FL		1972		185		918		7,663		2,979		918		10,642		11,560		(5,180	)		6,380		6,887
Wilson Acres	Garden	Apr-06	Greenville, NC		1979		146		1,175		3,943		799		1,485		4,432		5,917		(513	)		5,404		2,876
Windemere	Garden	Jan-03	Houston, TX		1982		257		2,118		10,889		1,909		2,118		12,798		14,916		(5,171	)		9,745		4,697
Windrift (CA)	Garden	Mar-01	Oceanside, CA		1987		404		24,960		17,590		18,162		24,960		35,753		60,713		(12,088	)		48,625		28,834
Windrift (FL)	Garden	Oct-00	Orlando, FL		1987		288		3,696		10,029		4,776		3,696		14,805		18,501		(5,006	)		13,495		17,333
Windsor Crossing	Garden	Mar-00	Newport News, VA		1978		156		307		2,110		1,865		131		4,150		4,281		(1,863	)		2,418		2,401
Windsor Park	Garden	Mar-01	Woodbridge, VA		1987		220		4,279		15,970		2,093		4,279		18,063		22,342		(5,663	)		16,679		13,561
Windward at the Villages	Garden	Oct-97	W. Palm Beach, FL		1988		196		1,595		9,079		3,722		1,595		12,802		14,397		(4,299	)		10,098		1,739
Woodcreek	Garden	Oct-02	Mesa, AZ		1985		432		2,367		16,051		4,074		2,367		20,125		22,492		(9,334	)		13,158		19,716
Woods of Burnsville	Garden	Nov-04	Burnsville, MN		1984		400		2,622		19,457		2,182		2,622		21,639		24,261		(6,635	)		17,626		16,580
Woods of Inverness	Garden	Oct-99	Houston, TX		1983		272		1,427		11,698		2,900		1,427		14,598		16,025		(6,974	)		9,051		5,878
Woods Of Williamsburg	Garden	Jan-06	Williamsburg, VA		1976		125		430		4,024		742		430		4,766		5,196		(3,069	)		2,127		1,281
Woodshire	Garden	Mar-00	Virginia Beach, VA		1972		288		961		5,549		3,367		961		8,916		9,877		(3,475	)		6,402		5,860
Yacht Club at Brickell	High Rise	Dec-03	Miami, FL		1998		357		31,363		32,214		3,031		31,363		35,245		66,608		(4,705	)		61,903		43,024
Yorktown II Apartments	High Rise	Dec-99	Lombard, IL		1973		364		2,971		18,163		15,723		2,971		33,886		36,857		(7,912	)		28,945		13,991

			Total Conventional Properties:				91,044		2,154,058		4,751,342		2,382,924		2,212,328		7,076,598		9,288,926		(2,259,323	)		7,029,603		5,485,381

Affordable Properties:
Adams Court	Garden	Jan-06	Hempstead, NY		1981		84		95		6,046		514		95		6,561		6,656		(3,833	)		2,823		2,450
All Hallows	Garden	Jan-06	San Francisco, CA		1976		157		1,348		29,770		18,171		1,350		47,938		49,288		(12,979	)		36,309		20,654
Alliance Towers	High Rise	Mar-02	Alliance, OH		1971		101		530		1,934		747		530		2,681		3,211		(644	)		2,567		2,248
Arvada House	High Rise	Nov-04	Arvada, CO		1977		88		641		3,314		1,734		405		5,284		5,689		(1,091	)		4,598		4,185
Ashland Manor	High Rise	Mar-02	Toledo, OH		1977		189		205		455		343		205		798		1,003		(523	)		480		757
Baldwin Oaks	Mid Rise	Oct-99	Parsippany ,NJ		1980		251		746		8,516		1,819		746		10,335		11,081		(5,816	)		5,265		13,131
Baldwin Towers	High Rise	Jan-06	Pittsburgh, PA		1983		99		237		5,417		163		237		5,580		5,817		(3,681	)		2,136		1,760
Bangor House	High Rise	Mar-02	Bangor, ME		1979		121		1,140		4,595		887		1,140		5,481		6,621		(1,290	)		5,331		2,645
Bannock Arms	Garden	Mar-02	Boise, ID		1978		66		275		1,139		497		275		1,636		1,911		(485	)		1,426		1,418
Bayview	Garden	Jun-05	San Francisco, CA		1976		146		1,023		15,265		16,165		574		31,879		32,453		(6,131	)		26,322		13,481
Beacon Hill	High Rise	Mar-02	Hillsdale, MI		1980		198		1,380		7,044		4,053		1,380		11,097		12,477		(2,353	)		10,124		4,873
Bedford House	Mid Rise	Mar-02	Falmouth, KY		1979		48		230		919		264		230		1,183		1,413		(374	)		1,039		1,088
Benjamin Banneker Plaza	Mid Rise	Jan-06	Chester, PA		1976		70		79		3,862		595		79		4,457		4,536		(2,652	)		1,884		1,576
Berger Apartments	Mid Rise	Mar-02	New Haven, CT		1981		144		1,152		4,657		1,582		1,152		6,238		7,390		(1,847	)		5,543		1,490
Biltmore Towers	High Rise	Mar-02	Dayton, OH		1980		230		1,813		6,411		13,075		1,813		19,486		21,299		(7,089	)		14,210		10,702
Blakewood	Garden	Oct-05	Statesboro, GA		1973		42		271		927		353		271		1,280		1,551		(1,002	)		549		719
Bloomsburg Towers	Mid Rise	Jan-06	Bloomsburg, PA		1981		75		1		4,128		287		1		4,415		4,416		(2,615	)		1,801		1,571
Bolton North	High Rise	Jan-06	Baltimore, MD		1977		209		1,184		7,068		475		1,163		7,564		8,727		(2,108	)		6,619		2,638
Brightwood Manor	Garden	Jan-06	New Brighton, PA		1975		152		143		5,160		557		143		5,716		5,859		(3,606	)		2,253		1,501
Burchwood	Garden	Oct-07	Berea, KY		1999		24		253		1,173		477		253		1,650		1,903		(922	)		981		981
Butternut Creek	Mid Rise	Jan-06	Charlotte, MI		1980		100		505		3,617		3,510		505		7,127		7,632		(1,371	)		6,261		—
Cache Creek Apartment Homes	Mid Rise	Jun-04	Clearlake, CA		1986		80		1,545		9,405		531		1,545		9,936		11,481		(2,934	)		8,547		2,321
California Square I	High Rise	Jan-06	Louisville, KY		1982		101		154		5,704		517		154		6,221		6,375		(3,367	)		3,008		3,530
Campbell Heights	High Rise	Oct-02	Washington, D.C.		1978		171		750		6,719		763		750		7,482		8,232		(2,728	)		5,504		7,654
Canterbury Towers	High Rise	Jan-06	Worcester, MA		1976		157		400		4,724		853		400		5,577		5,977		(3,364	)		2,613		4,611
Carriage House (VA)	Mid Rise	Dec-06	Petersburg, VA		1885		118		847		2,886		3,382		852		6,263		7,115		(860	)		6,255		2,466
Casa de Las Hermanitas	Garden	Mar-02	Los Angeles, CA		1982		88		1,775		4,606		3,190		1,775		7,796		9,571		(1,170	)		8,401		5,431
Castlewood	Garden	Mar-02	Davenport, IA		1980		96		585		2,351		1,348		585		3,699		4,284		(1,217	)		3,067		3,519
Cherry Ridge Terrace	Garden	Mar-02	Northern Cambria, PA		1983		62		372		1,490		844		372		2,333		2,705		(715	)		1,990		957
Cimarron	Garden	Oct-07	Wichita, KS		1973		132		1,558		1,536		1,538		1,558		3,073		4,631		(2,034	)		2,597		1,608
City Line	Garden	Mar-02	Newport News, VA		1976		200		500		2,014		6,995		500		9,009		9,509		(777	)		8,732		4,936
Clisby Towers	Mid Rise	Jan-06	Macon, GA		1980		52		161		2,333		108		161		2,441		2,602		(1,627	)		975		992
Club, The	Garden	Jan-06	Lexington, NC		1972		87		66		2,560		601		66		3,162		3,228		(1,794	)		1,434		367
Coatesville Towers	High Rise	Mar-02	Coatesville, PA		1979		90		500		2,011		553		500		2,563		3,063		(770	)		2,293		2,155
Cold Spring Homes	Garden	Oct-07	Cold Springs, KY		2000		30		187		917		1,121		187		2,039		2,226		(1,441	)		785		790
Community Circle II	Garden	Jan-06	Cleveland, OH		1975		129		213		4,749		476		213		5,225		5,438		(3,050	)		2,388		3,275
Copperwood I Apartments	Garden	Apr-06	The Woodlands, TX		1980		150		390		8,373		4,786		363		13,186		13,549		(6,361	)		7,188		5,649
Copperwood II Apartments	Garden	Oct-05	The Woodlands, TX		1981		150		452		5,552		3,319		459		8,865		9,324		(2,360	)		6,964		5,828
Country Club Heights	Garden	Mar-04	Quincy, IL		1976		200		676		5,715		4,803		675		10,518		11,193		(3,192	)		8,001		7,591
Country Commons	Garden	Jan-06	Bensalem, PA		1972		352		1,314		18,196		1,739		1,314		19,935		21,249		(9,731	)		11,518		5,453
Courtyard	Mid Rise	Jan-06	Cincinnati, OH		1980		137		642		5,597		266		642		5,863		6,505		(2,941	)		3,564		3,870
Creekview	Garden	Mar-02	Stroudsburg, PA		1982		80		400		1,610		914		400		2,523		2,923		(640	)		2,283		2,670
Crevenna Oaks	Town Home	Jan-06	Burke, VA		1979		50		355		4,849		—		355		4,849		5,204		(461	)		4,743		3,171
Crockett Manor	Garden	Mar-04	Trenton, TN		1982		38		42		1,395		39		42		1,433		1,475		(71	)		1,404		978
Cumberland Court	Garden	Jan-06	Harrisburg, PA		1975		108		176		4,242		542		176		4,784		4,960		(3,075	)		1,885		1,394
Daugette Tower	High Rise	Mar-02	Gadsden, AL		1979		100		540		2,178		1,300		540		3,478		4,018		(1,168	)		2,850		346
Delhaven Manor	Mid Rise	Mar-02	Jackson, MS		1983		104		575		2,304		1,779		575		4,083		4,658		(1,298	)		3,360		3,776
Denny Place	Garden	Mar-02	North Hollywood, CA		1984		17		394		1,579		132		394		1,711		2,105		(415	)		1,690		1,131
Douglas Landing	Garden	Oct-07	Austin, TX		1999		96		11		4,989		—		11		4,989		5,000		—			5,000		4,013
Echo Valley	Mid Rise	Mar-02	West Warwick, RI		1978		100		550		2,294		2,043		550		4,337		4,887		(1,573	)		3,314		4,164
Elmwood	Garden	Jan-06	Athens, AL		1981		80		185		2,804		277		185		3,081		3,266		(1,558	)		1,708		1,878
Fairburn And Gordon II	Garden	Jan-06	Atlanta, GA		1969		58		86		2,000		168		86		2,168		2,254		(1,379	)		875		147
Fairwood	Garden	Jan-06	Carmichael, CA		1979		86		166		5,275		260		166		5,535		5,701		(3,299	)		2,402		2,575

F-54

AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2008
(In Thousands Except Unit Data)


								⁽²⁾				⁽³⁾		December 31, 2008
		⁽¹⁾						Initial Cost				Cost Capitalized		December 31, 2008
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Total Cost Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation (AD)			AD		Encumbrances
Fountain Place	Mid Rise	Jan-06	Connersville, IN		1980		102		440		2,091		2,519		447		4,603		5,050		(291	)		4,759		—
Fox Run (TX)	Garden	Mar-02	Orange, TX		1983		70		420		1,992		966		420		2,958		3,378		(687	)		2,691		2,575
Foxfire (MI)	Garden	Jan-06	Jackson, MI		1975		160		856		6,853		1,072		856		7,925		8,781		(4,814	)		3,967		1,995
Franklin Square School Apts	Mid Rise	Jan-06	Baltimore, MD		1888		65		46		4,100		180		46		4,280		4,326		(2,022	)		2,304		2,164
Friendset Apartments	High Rise	Jan-06	Brooklyn, NY		1979		259		550		16,825		1,613		550		18,437		18,987		(9,807	)		9,180		14,700
Friendship Arms	Mid Rise	Mar-02	Hyattsville, MD		1979		151		970		3,887		1,631		970		5,518		6,488		(1,736	)		4,752		4,647
Frio	Garden	Jan-06	Pearsall, TX		1980		63		109		2,425		358		109		2,783		2,892		(1,588	)		1,304		1,109
Gates Manor	Garden	Mar-04	Clinton, TN		1981		80		266		2,225		777		266		3,002		3,268		(1,033	)		2,235		2,421
Gateway Village	Garden	Mar-04	Hillsborough, NC		1980		64		433		1,666		572		444		2,227		2,671		(467	)		2,204		2,377
Glendale Terrace	Garden	Jan-06	Aiken, SC		1972		60		41		1,552		157		41		1,708		1,749		(1,194	)		555		146
Glens, The	Garden	Jan-06	Rock Hill, SC		1982		88		93		4,882		845		93		5,727		5,820		(3,337	)		2,483		3,886
Greenbriar	Garden	Jan-06	Indianapolis, IN		1980		121		812		3,272		308		812		3,580		4,392		(2,394	)		1,998		1,228
Hamlin Estates	Garden	Mar-02	North Hollywood, CA		1983		30		1,010		1,691		230		1,010		1,921		2,931		(498	)		2,433		1,621
Hanover Square	High Rise	Jan-06	Baltimore, MD		1980		199		369		10,862		340		369		11,201		11,570		(5,934	)		5,636		5,780
Harris Park Apartments	Garden	Dec-97	Rochester, NY		1968		114		475		2,786		1,049		475		3,835		4,310		(1,689	)		2,621		345
Hatillo Housing	Mid Rise	Jan-06	Hatillo, PR		1982		64		184		2,893		159		184		3,053		3,237		(1,706	)		1,531		1,381
Hemet Estates	Garden	Mar-02	Hemet, CA		1983		80		700		2,802		2,997		1,263		5,235		6,498		(926	)		5,572		4,328
Henna Townhomes	Garden	Oct-07	Round Rock, TX		1999		160		1,047		12,893		—		1,047		12,893		13,940		(2,641	)		11,299		6,201
Heritage House	Mid Rise	Jan-06	Lewisburg, PA		1982		80		178		3,251		109		178		3,360		3,538		(1,930	)		1,608		2,106
Hickory Heights	Garden	Jan-06	Abbeville, SC		1974		80		27		2,477		697		27		3,174		3,201		(1,698	)		1,503		357
Highlawn Place	High Rise	Mar-02	Huntington, WV		1977		133		550		2,204		1,091		550		3,296		3,846		(800	)		3,046		1,800
Hillside Village	Town Home	Jan-06	Catawissa, PA		1981		50		31		2,643		132		31		2,775		2,806		(1,643	)		1,163		1,144
Hilltop	Garden	Jan-06	Duquesne, PA		1975		152		166		7,298		539		166		7,837		8,003		(4,959	)		3,044		2,234
Hopkins Village	Mid Rise	Sep-03	Baltimore, MD		1979		165		438		5,973		—		438		5,973		6,411		(744	)		5,667		9,100
Hudson Gardens	Garden	Mar-02	Pasadena, CA		1983		41		914		1,548		272		914		1,820		2,734		(507	)		2,227		659
Hudson Terrace	Garden	Jan-06	Hudson, NY		1973		168		248		5,424		494		248		5,917		6,165		(3,574	)		2,591		1,198
Indio Gardens	Mid Rise	Oct-06	Indio, CA		1980		151		—		9,534		4,135		—		13,669		13,669		(544	)		13,125		4,368
Ingram Square	Garden	Jan-06	San Antonio, TX		1980		120		630		3,137		—		630		3,137		3,767		(782	)		2,985		3,275
Jenny Lind Hall	High Rise	Mar-04	Springfield, MO		1977		78		142		3,684		238		142		3,922		4,064		(303	)		3,761		1,028
JFK Towers	Mid Rise	Jan-06	Durham, NC		1983		177		335		8,386		607		335		8,993		9,328		(4,342	)		4,986		5,854
Kephart Plaza	High Rise	Jan-06	Lock Haven, PA		1978		101		52		4,353		417		52		4,770		4,822		(2,815	)		2,007		1,592
King Bell Apartments	Garden	Jan-06	Milwaukie, OR		1982		62		204		2,497		154		204		2,651		2,855		(1,352	)		1,503		1,661
Kirkwood House	High Rise	Sep-04	Baltimore, MD		1979		262		1,281		9,358		—		1,281		9,358		10,639		(1,167	)		9,472		16,000
Kubasek Trinity Manor (The Hollows)	High Rise	Jan-06	Yonkers, NY		1981		130		54		8,308		1,748		54		10,055		10,109		(4,706	)		5,403		4,823
La Salle	Garden	Oct-00	San Francisco, CA		1976		145		1,841		19,568		16,634		1,839		36,203		38,042		(9,102	)		28,940		15,462
Lafayette Commons	Garden	Mar-04	West Lafayette, OH		1979		49		166		512		271		166		783		949		(105	)		844		843
Lafayette Square	Garden	Jan-06	Camden, SC		1978		72		69		1,948		65		69		2,013		2,082		(1,590	)		492		303
Lakeview Arms	Mid Rise	Jan-06	Poughkeepsie, NY		1981		72		111		3,256		254		111		3,511		3,622		(2,048	)		1,574		1,872
Landau	Garden	Oct-05	Clinton, SC		1970		80		1,088		1,635		198		1,088		1,833		2,921		(1,779	)		1,142		335
Laurelwood	Garden	Jan-06	Morristown, TN		1981		65		75		1,870		110		75		1,980		2,055		(1,195	)		860		1,320
Lavista	Garden	Jan-06	Concord, CA		1981		75		565		4,448		3,522		567		7,968		8,535		(398	)		8,137		5,545
Lock Haven Gardens	Garden	Jan-06	Lock Haven, PA		1979		150		169		7,040		471		169		7,511		7,680		(4,312	)		3,368		3,092
Locust House	High Rise	Mar-02	Westminster, MD		1979		99		650		2,604		735		650		3,339		3,989		(998	)		2,991		2,433
Lodge Run	Mid Rise	Jan-06	Portage, PA		1983		31		18		1,467		364		18		1,831		1,849		(1,167	)		682		443
Long Meadow	Garden	Jan-06	Cheraw, SC		1973		56		30		1,470		124		30		1,594		1,624		(1,103	)		521		230
Loring Towers (MN)	High Rise	Oct-02	Minneapolis, MN		1975		230		1,297		7,445		7,554		886		15,410		16,296		(3,607	)		12,689		7,683
Loring Towers Apartments	High Rise	Sep-03	Salem, MA		1973		250		129		14,050		5,520		140		19,560		19,700		(2,608	)		17,092		—
Lynnhaven	Garden	Mar-04	Durham, NC		1980		75		539		2,159		703		543		2,859		3,402		(601	)		2,801		2,814
Michigan Beach	Garden	Oct-07	Chicago, IL		1958		239		2,225		10,797		341		2,225		11,138		13,363		(2,603	)		10,760		5,550
Midview Crossing	Garden	Mar-02	Elyria, OH		1970		138		200		—		2,120		200		2,120		2,320		(1,115	)		1,205		589
Mill Pond	Mid Rise	Jan-06	Taunton, MA		1982		49		80		2,704		287		80		2,991		3,071		(1,505	)		1,566		1,524
Miramar Housing	High Rise	Jan-06	Ponce, PR		1983		96		290		5,162		156		290		5,318		5,608		(2,813	)		2,795		2,960
Montblanc Gardens	Town Home	Dec-03	Yauco, PR		1982		128		391		3,859		879		391		4,738		5,129		(2,298	)		2,831		3,311
Morrisania II	High Rise	Jan-06	Bronx, NY		1979		203		404		16,038		1,367		404		17,404		17,808		(10,100	)		7,708		8,207
Moss Gardens	Mid Rise	Jan-06	Lafayette, LA		1980		114		125		4,218		117		125		4,335		4,460		(2,983	)		1,477		2,057
New Baltimore	Mid Rise	Mar-02	New Baltimore, MI		1980		101		888		2,360		5,380		896		7,732		8,628		(1,013	)		7,615		2,244
New Vistas I	Garden	Jan-06	Chicago, IL		1925		148		200		7,368		374		200		7,742		7,942		(5,411	)		2,531		1,560
Newberry Park	Garden	Dec-97	Chicago, IL		1985		84		1,150		7,862		423		1,150		8,285		9,435		(2,505	)		6,930		7,496
Northlake Village	Garden	Oct-00	Lima, OH		1971		150		487		1,317		1,716		487		3,033		3,520		(1,486	)		2,034		752
Northpoint	Garden	Jan-00	Chicago, IL		1921		304		2,280		14,334		15,486		2,510		29,589		32,099		(12,009	)		20,090		20,021
Northwinds, The	Garden	Mar-02	Wytheville, VA		1978		144		500		2,012		476		500		2,489		2,989		(1,032	)		1,957		1,723
Oakbrook	Garden	Jan-08	Topeka, KS		1979		170		240		6,200		—		240		6,200		6,440		(2,773	)		3,667		2,770
Oakwood Manor	Garden	Mar-04	Milan, TN		1984		34		95		498		27		95		525		620		(105	)		515		433
Ocala Place	Garden	Jan-06	Ocala, FL		1980		40		96		1,417		288		96		1,705		1,801		(981	)		820		569
Olde Towne West I	Mid Rise	Jan-06	Alexandria, VA		1976		172		337		5,457		2,454		337		7,911		8,248		(4,253	)		3,995		8,035
Olde Towne West II	Garden	Oct-02	Alexandria, VA		1977		72		214		2,865		624		214		3,488		3,702		(1,725	)		1,977		2,522
Olde Towne West III	Garden	Apr-00	Alexandria, VA		1978		75		581		3,463		1,732		581		5,194		5,775		(1,911	)		3,864		3,182
O’Neil	High Rise	Jan-06	Troy, NY		1978		115		88		4,067		695		88		4,762		4,850		(3,118	)		1,732		1,454
Orange Village	Garden	Jan-06	Hermitage, PA		1979		81		53		3,432		311		53		3,743		3,796		(2,223	)		1,573		1,850
Overbrook Park	Garden	Jan-06	Chillicothe, OH		1981		50		109		2,309		120		109		2,429		2,538		(1,293	)		1,245		1,462
Oxford House	Mid Rise	Mar-02	Deactur, IL		1979		156		993		4,164		429		993		4,593		5,586		(1,615	)		3,971		3,145
Oxford Terrace IV	Town Home	Oct-07	Indianapolis, IN		1994		48		247		1,410		607		247		2,016		2,263		(1,057	)		1,206		1,261

F-55

AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2008
(In Thousands Except Unit Data)


								⁽²⁾				⁽³⁾
		⁽¹⁾						Initial Cost				Cost Capitalized		December 31, 2008
	Property	Date		Year		Number				Buildings and		Subsequent to				Buildings and				Accumulated			Total Cost Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition		Land		Improvements		Total		Depreciation (AD)			AD		Encumbrances
Palm Springs Senior	Garden	Mar-02	Palm Springs, CA		1981		116		—		8,745		3,003		—		11,748		11,748		(1,526	)		10,222		7,277
Panorama Park	Garden	Mar-02	Bakersfield, CA		1982		66		621		5,520		—		621		5,520		6,141		(854	)		5,287		—
Parc Chateau I	Garden	Jan-06	Lithonia, GA		1973		86		124		1,910		168		124		2,078		2,202		(2,078	)		124		504
Parc Chateau II	Garden	Jan-06	Lithonia, GA		1974		88		169		3,392		155		169		3,547		3,716		(2,421	)		1,295		507
Park — Joplin Apartments	Garden	Oct-07	Joplin, MO		1974		192		996		8,847		—		996		8,847		9,843		(2,816	)		7,027		3,431
Park Apts, The	Garden	Oct-07	Overland Park, KS		1984		280		365		8,723		4,001		365		12,724		13,089		(5,029	)		8,060		5,050
Park Place	Mid Rise	Jun-05	St Louis, MO		1977		242		742		6,327		9,719		705		16,084		16,789		(5,834	)		10,955		9,713
Park Vista	Garden	Oct-05	Anaheim, CA		1958		392		6,155		25,929		4,090		6,155		30,019		36,174		(7,812	)		28,362		37,851
Parkview	Garden	Mar-02	Sacramento, CA		1980		97		1,041		2,880		8,111		1,097		10,936		12,033		(2,781	)		9,252		6,938
Parkways, The	Garden	Jun-04	Chicago, IL		1925		446		3,684		23,257		17,218		3,427		40,733		44,160		(9,406	)		34,754		22,608
Patman Switch	Garden	Jan-06	Hughes Springs, TX		1978		82		202		1,906		570		202		2,477		2,679		(1,473	)		1,206		1,229
Pavillion	High Rise	Mar-04	Philadelphia, PA		1976		296		—		15,416		1,128		—		16,543		16,543		(3,265	)		13,278		9,405
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		354		7,935		496		354		8,431		8,785		(5,431	)		3,354		2,196
Pinewood Place	Garden	Mar-02	Toledo, OH		1979		99		420		1,698		1,048		420		2,746		3,166		(1,050	)		2,116		2,009
Pleasant Hills	Garden	Apr-05	Austin, TX		1982		100		1,188		2,631		3,496		1,229		6,085		7,314		(1,398	)		5,916		3,240
Plummer Village	Mid Rise	Mar-02	North Hills, CA		1983		75		624		2,647		1,587		667		4,191		4,858		(1,377	)		3,481		2,634
Portner Place	Town Home	Jan-06	Washington, DC		1980		48		601		6,100		67		601		6,167		6,768		(2,383	)		4,385		1,346
Post Street Apartments	High Rise	Jan-06	Yonkers, NY		1930		56		148		3,315		367		148		3,682		3,830		(2,165	)		1,665		1,673
Pride Gardens	Garden	Dec-97	Flora, MS		1975		76		102		1,071		1,573		102		2,644		2,746		(1,329	)		1,417		1,094
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		399		5,550		231		399		5,781		6,180		(2,560	)		3,620		4,589
Ridgewood (La Loma)	Garden	Mar-02	Sacramento, CA		1980		75		684		227		6,225		683		6,454		7,137		(874	)		6,263		4,277
Ridgewood Towers	High Rise	Mar-02	East Moline, IL		1977		140		698		2,803		585		698		3,388		4,086		(1,158	)		2,928		1,677
River Village	High Rise	Jan-06	Flint, MI		1980		340		1,756		13,877		928		1,756		14,805		16,561		(9,145	)		7,416		7,777
River’s Edge	Town Home	Jan-06	Greenville, MI		1983		49		206		2,202		224		205		2,426		2,631		(1,557	)		1,074		788
Riverwoods	High Rise	Jan-06	Kankakee, IL		1983		125		590		4,932		2,749		597		7,673		8,270		(819	)		7,451		5,576
Rosedale Court Apartments	Garden	Mar-04	Dawson Springs, KY		1981		40		194		1,177		170		194		1,347		1,541		(493	)		1,048		891
Round Barn	Garden	Mar-02	Champaign, IL		1979		156		947		5,134		5,627		934		10,774		11,708		(2,049	)		9,659		—
Rutherford Park	Town Home	Jan-06	Hummelstown, PA		1981		85		376		4,814		206		376		5,019		5,395		(2,825	)		2,570		2,865
San Jose Apartments	Garden	Sep-05	San Antonio, TX		1970		220		404		5,770		11,344		238		17,279		17,517		(2,092	)		15,425		5,464
San Juan Del Centro	Mid Rise	Sep-05	Boulder, CO		1971		150		243		7,110		12,522		438		19,437		19,875		(2,403	)		17,472		12,218
Sandy Hill Terrace	High Rise	Mar-02	Norristown, PA		1980		175		1,650		6,599		2,842		1,650		9,441		11,091		(2,287	)		8,804		3,829
Sandy Springs	Garden	Mar-05	Macon, GA		1979		74		153		1,736		1,358		153		3,094		3,247		(1,527	)		1,720		1,935
School Street	Mid Rise	Jan-06	Taunton, MA		1920		75		219		4,335		561		219		4,896		5,115		(2,581	)		2,534		3,080
Sharp-Leadenhall I	Town Home	Mar-04	Baltimore, MD		1981		155		1,445		5,484		919		1,445		6,403		7,848		(1,829	)		6,019		5,414
Sharp-Leadenhall II	Town Home	Sep-03	Baltimore, MD		1981		37		171		1,636		330		171		1,966		2,137		(972	)		1,165		1,073
Sherman Hills	High Rise	Jan-06	Wilkes-Barre, PA		1976		344		1,137		16,451		875		1,137		17,326		18,463		(13,083	)		5,380		3,348
Shoreview	Garden	Oct-99	San Francisco, CA		1976		156		1,498		19,071		17,002		1,498		36,072		37,570		(9,804	)		27,766		16,703
South Bay Villa	Garden	Mar-02	Los Angeles, CA		1981		80		663		2,770		4,231		659		7,004		7,663		(2,512	)		5,151		3,105
Spring Manor	Mid Rise	Jan-06	Holidaysburg, PA		1983		51		117		2,574		388		117		2,962		3,079		(2,047	)		1,032		773
Springfield Villas	Garden	Oct-07	Lockhart, TX		1999		32		—		1,153		—		—		1,153		1,153		—			1,153		860
St. George Villas	Garden	Jan-06	St. George, SC		1984		40		86		1,025		90		86		1,115		1,201		(749	)		452		526
Sterling Village	Town Home	Mar-02	San Bernadino, CA		1983		80		549		3,459		2,793		1,246		5,555		6,801		(1,155	)		5,646		4,393
Stonegate Village	Garden	Oct-00	New Castle, IN		1970		122		313		1,895		1,209		308		3,110		3,418		(1,091	)		2,327		386
Strawbridge Square	Garden	Oct-99	Alexandria, VA		1979		128		662		3,508		3,142		662		6,650		7,312		(2,354	)		4,958		6,624
Sumler Terrace	Garden	Jan-06	Norfolk, VA		1976		126		215		4,400		319		215		4,719		4,934		(3,446	)		1,488		1,406
Summit Oaks	Town Home	Jan-06	Burke, VA		1980		50		382		4,930		—		382		4,930		5,312		(710	)		4,602		3,094
Suntree	Garden	Jan-06	St. Johns, MI		1980		121		403		6,488		468		403		6,955		7,358		(4,155	)		3,203		1,358
Tabor Towers	Mid Rise	Jan-06	Lewisburg, WV		1979		84		155		3,369		196		155		3,564		3,719		(2,008	)		1,711		1,986
Tamarac Apartments I	Garden	Nov-04	Woodlands, TX		1980		144		140		2,775		3,479		363		6,030		6,393		(1,642	)		4,751		4,254
Tamarac Apartments II	Garden	Nov-04	Woodlands, TX		1980		156		142		3,195		3,874		266		6,944		7,210		(1,859	)		5,351		4,609
Terraces	Mid Rise	Jan-06	Kettering, OH		1979		102		521		3,855		416		521		4,271		4,792		(2,374	)		2,418		2,491
Terry Manor	Mid Rise	Oct-05	Los Angeles, CA		1977		170		1,775		5,848		6,631		1,996		12,258		14,254		(2,947	)		11,307		7,057
Tompkins Terrace	Garden	Oct-02	Beacon, NY		1974		193		872		6,827		11,211		872		18,038		18,910		(1,962	)		16,948		8,837
Trestletree Village	Garden	Mar-02	Atlanta, GA		1981		188		1,150		4,655		1,177		1,150		5,832		6,982		(1,867	)		5,115		3,509
University Square	High Rise	Mar-05	Philadelphia, PA		1978		442		702		22,040		11,195		702		33,235		33,937		(16,426	)		17,511		13,778
Van Nuys Apartments	High Rise	Mar-02	Los Angeles, CA		1981		299		4,253		21,226		3,988		4,253		25,214		29,467		(4,121	)		25,346		20,531
Victory Square	Garden	Mar-02	Canton, OH		1975		81		215		889		449		215		1,338		1,553		(533	)		1,020		867
Village Oaks	Mid Rise	Jan-06	Catonsville, MD		1980		181		1,187		6,128		1,722		1,187		7,850		9,037		(4,484	)		4,553		4,693
Village of Kaufman	Garden	Mar-05	Kaufman, TX		1981		68		370		1,606		571		370		2,177		2,547		(610	)		1,937		1,858
Vintage Crossing	Town Home	Mar-04	Cuthbert, GA		1982		50		188		1,058		533		188		1,591		1,779		(774	)		1,005		1,655
Vista Park Chino	Garden	Mar-02	Chino, CA		1983		40		380		1,521		361		380		1,883		2,263		(611	)		1,652		1,505
Vistula Heritage Village	Garden	Oct-08	Toledo, OH		1930		250		261		15,091		—		261		15,091		15,352		(3,495	)		11,857		12,814
Wah Luck House	High Rise	Jan-06	Washington, DC		1982		153		1,001		11,874		416		1,001		12,290		13,291		(6,265	)		7,026		9,653
Walnut Hills	High Rise	Jan-06	Cincinnati, OH		1983		198		888		5,608		4,962		888		10,569		11,457		(973	)		10,484		6,194
Wasco Arms	Garden	Mar-02	Wasco, CA		1982		78		625		2,519		947		625		3,466		4,091		(1,165	)		2,926		3,115
Washington Square West	Mid Rise	Sep-04	Philadelphia, PA		1982		132		555		11,169		5,691		582		16,832		17,414		(5,764	)		11,650		3,943
Westminster Oaks	Town Home	Jan-06	Springfield, VA		1982		50		—		3,517		351		—		3,868		3,868		(2,026	)		1,842		828
Westwood Terrace	Mid Rise	Mar-02	Moline, IL		1976		97		720		3,242		401		720		3,643		4,363		(897	)		3,466		1,806
White Cliff	Garden	Mar-02	Lincoln Heights, OH		1977		72		215		938		398		215		1,336		1,551		(491	)		1,060		1,008
Whitefield Place	Garden	Apr-05	San Antonio, TX		1980		80		223		3,151		2,598		219		5,753		5,972		(1,634	)		4,338		2,291

F-56

AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2008
(In Thousands Except Unit Data)


								⁽²⁾				⁽³⁾
		⁽¹⁾						Initial Cost				Cost Capitalized			December 31, 2008
	Property	Date		Year		Number				Buildings and		Subsequent to					Buildings and				Accumulated			Total Cost Net of
Property Name	Type	Consolidated	Location	Built		of Units		Land		Improvements		Acquisition			Land		Improvements		Total		Depreciation (AD)			AD		Encumbrances
Wickford	Garden	Mar-04	Henderson, NC		1983		44		247		946		117			247		1,062		1,309		(387	)		922		686
Wilderness Trail	High Rise	Mar-02	Pineville, KY		1983		124		1,010		4,048		633			1,010		4,680		5,690		(1,053	)		4,637		4,546
Wilkes Towers	High Rise	Mar-02	North Wilkesboro, NC		1981		72		410		1,680		466			410		2,146		2,556		(587	)		1,969		1,880
Willowwood	Garden	Mar-02	North Hollywood, CA		1984		19		1,051		840		185			1,051		1,025		2,076		(264	)		1,812		1,079
Winnsboro Arms	Garden	Jan-06	Winnsboro, SC		1978		60		80		1,889		181			80		2,070		2,150		(1,451	)		699		246
Winter Gardens	High Rise	Mar-04	St Louis, MO		1920		112		300		3,072		4,419			300		7,492		7,792		(1,097	)		6,695		3,856
Woodcrest	Garden	Dec-97	Odessa, TX		1972		80		41		229		573			41		802		843		(629	)		214		444
Woodland	Garden	Jan-06	Spartanburg, SC		1972		100		182		663		1,324			182		1,987		2,169		(381	)		1,788		186
Woodland Hills	Garden	Oct-05	Jackson, MI		1980		125		541		3,875		4,243			321		8,339		8,660		(1,874	)		6,786		3,689

			Total Affordable Properties:				25,007		117,542		1,056,684		418,638			118,171		1,474,674		1,592,845		(520,566	)		1,072,279		795,759
Other (4)							—		929		2,472		(80	)		1,958		1,363		3,321		(2,330	)		991		—


							116,051		2,272,529		5,810,498		2,801,482			2,332,457		8,552,635		10,885,092		(2,782,219	)		8,102,873		6,281,140


(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-57

AIMCO PROPERTIES, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2008, 2007 and 2006
(In Thousands)


	2008			2007			2006
Real Estate
Balance at beginning of year	$	10,248,274		$	9,426,924		$	7,978,988
Additions during the year:
Newly consolidated assets and acquisition of limited partnership interests (1)		17,557			32,080			1,146,086
Acquisitions		107,445			233,059			184,986
Capital expenditures		665,233			689,719			485,758
Deductions during the year:
Casualty and other write-offs (2)		(114,678	)		(24,016	)		(21,192	)
Assets held for sale reclassification (3)		(38,739	)		(109,492	)		(347,702	)

Balance at end of year	$	10,885,092		$	10,248,274		$	9,426,924

Accumulated Depreciation
Balance at beginning of year	$	2,360,727		$	2,101,202		$	1,432,181
Additions during the year:
Depreciation		497,395			477,725			468,186
Newly consolidated assets and acquisition of limited partnership interests (1)		(7,733	)		(115,465	)		452,824
Deductions during the year:
Casualty and other write-offs		(1,865	)		(5,280	)		(5,604	)
Assets held for sale reclassification (3)		(66,305	)		(97,455	)		(246,385	)

Balance at end of year	$	2,782,219		$	2,360,727		$	2,101,202


(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 EITF 04-5, 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 in real estate primarily due to a reduction in the historical accumulated depreciation on these assets.

(2)		Casualty and other write offs in 2008 includes impairments totaling $91.1 million related to our Lincoln Place and Pacific Bay Vistas properties.

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

F-58

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	Fifth Amendment to Senior Secured Credit Agreement, dated as of September 9, 2008, 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 11, 2008, is incorporated herein by this reference)

	10.9	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

	10.10	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)

	10.11	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)

	10.12	Employment Contract executed on December 29, 2008, by and between AIMCO Properties, L.P. and Terry Considine (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, filed December 29, 2008, is incorporated herein by this reference)*

	10.13	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)^*

	10.14	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)^*

	10.15	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)^*

	10.16	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)*

	10.17	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)*

	10.18	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)*

	10.19	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


Item	Page

PART I

1. Business		2

1A. Risk Factors		9

1B. Unresolved Staff Comments		15

2. Properties		16

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		39

8. Financial Statements and Supplementary Data		39

9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		39

9A. Controls and Procedures		40

9B. Other Information		42

PART III

10. Directors, Executive Officers and Corporate Governance		42

11. Executive Compensation		42

12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		42

13. Certain Relationships and Related Transactions, and Director Independence		43

14. Principal Accountant Fees and Services		43

PART IV

15. Exhibits and Financial Statement Schedules		44

Exhibit 21.1
Exhibit 23.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 99.1


		AIMCO PROPERTIES, L.P.

		By: AIMCO-GP, Inc., its General Partner

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

		Date: February 27, 2009


Signature	Title	Date

/s/ TERRY CONSIDINE Terry Considine	Chairman of the Board and Chief Executive Officer of the registrant’s general partner (principal executive officer)	February 27, 2009

/s/ THOMAS M. HERZOG Thomas M. Herzog	Executive Vice President and Chief Financial Officer of the registrant’s general partner (principal financial officer)	February 27, 2009

/s/ PAUL BELDIN Paul Beldin	Senior Vice President and Chief Accounting Officer of the registrant’s general partner (principal accounting officer)	February 27, 2009


	2008			2007		2006
SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid	$	434,645		$	452,324	$	423,456
Cash paid for income taxes		13,780			2,994		9,807
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
Issuance of OP Units for interests in unconsolidated real estate partnerships and acquisitions of real estate		—			2,998		13
Non-cash transactions associated with the disposition of real estate:
Secured debt assumed in connection with the disposition of real estate		157,394			27,929		—
Issuance of notes receivable connection with the disposition of real estate		10,372			—		—
Non-cash transactions associated with consolidation of real estate partnerships:
Real estate, net		25,830			56,877		675,621
Investments in and notes receivable primarily from affiliated entities		4,497			84,545		(219,691	)
Restricted cash and other assets		5,483			8,545		94,380
Secured debt		22,036			41,296		503,342

Accounts payable, accrued and other liabilities		14,020			48,602		41,580
Other non-cash transactions:
Redemption of common OP Units for Aimco Class A Common Stock		4,182			27,810		4,362
Conversion of preferred units and securities into common units		—			43		199
Origination of notes receivable from officers of Aimco, net of cancellations		(385	)		2,386		647
Exchanges of preferred OP units		—			—		85,412


Level 1 —		Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets
Level 2 —		Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument
Level 3 —		Unobservable inputs that are significant to the fair value measurement


	Page

Financial Statements:

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of December 31, 2008 and 2007		F-3

Consolidated Statements of Income for the Years Ended December 31, 2008, 2007 and 2006		F-4

Consolidated Statements of Partners’ Capital for the Years Ended December 31, 2008, 2007 and 2006		F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006		F-6

Notes to Consolidated Financial Statements		F-8

Financial Statement Schedule:

Schedule III — Real Estate and Accumulated Depreciation		F-50

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.


Entity Name		State Code
AIMCO PROPERTIES, L.P.		DE
107-145 WEST 135TH STREET ASSOCIATES LIMITED PARTNERSHIP		NY
1133 FIFTEENTH STREET ASSOCIATES		DC
1133 FIFTEENTH STREET FOUR ASSOCIATES (A MARYLAND LIMITED PARTNERSHIP)		MD
1212 SOUTH MICHIGAN LLC		IL
1-36 JAIDEE DRIVE ASSOCIATES LIMITED PARTNERSHIP		CT
1625 ROSEMARIE LIMITED PARTNERSHIP		CA
2100 IDLEWOOD AVENUE, L.P.		NY
224 E. COMMONWEALTH APARTMENTS, A CALIFORNIA LIMITED PARTNERSHIP		CA
249 ALBANY HEIGHTS LIMITED PARTNERSHIP		GA
324 SOUTH HORNE STREET ASSOCIATES LIMITED PARTNERSHIP		AZ
3258 BCP ASSOCIATES, L.P.		TN
3971 E. BIJOU ASSOCIATES, A COLORADO LIMITED PARTNERSHIP		CO
5 MILE LIMITED PARTNERSHIP		MI
601 NORTH GRAND AVENUE PARTNERS LIMITED PARTNERSHIP		CA
62ND STREET JOINT VENTURE		IL
62ND STREET LIMITED PARTNERSHIP		IL
630 EAST LINCOLN AVENUE ASSOCIATES LIMITED PARTNERSHIP		NY
7400 ROOSEVELT INVESTORS		PA
ABBOTT 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


Entity Name		State Code
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 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 OAKS, LLC		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
AIMCO BREAKERS, L.P.		DE
AIMCO BRENTWOOD, LLC		DE
AIMCO BRIDGEWATER, L.P.		DE
AIMCO BROKERAGE SERVICES, INC.		MD
AIMCO BROOK RUN, 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 CAPE COD, LLC		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


Entity Name		State Code
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 FUND XII, LLC		DE
AIMCO CAPITAL TAX CREDIT FUND XIII, 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 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 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 DEERBROOK, LLC		DE
AIMCO DORAL OAKS, L.P.		DE
AIMCO EAGLE’S NEST/TRAILS OF ASHFORD, 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 FOXCHASE, L.P.		DE
AIMCO FRAMINGHAM, LLC		DE
AIMCO FRANKFORD PLACE, LLC		DE


Entity Name		State Code
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 GROUP, L.P.		DE
AIMCO GS SWAP, LLC		DE
AIMCO HANOVER SQUARE/DIP, L.L.C.		DE
AIMCO HARLEM FUNDING, LLC		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 INGRAM SQUARE PRESERVATION GP, LLC		DE
AIMCO IPLP, L.P.		DE
AIMCO JACQUES-MILLER, L.P.		DE
AIMCO JV PORTFOLIO #1, LLC		DE
AIMCO KEY TOWERS, L.P.		DE
AIMCO KIRKWOOD HOUSE PRESERVATION GP, LLC		DE
AIMCO KIRKWOOD HOUSE PRESERVATION SLP, LLC		DE
AIMCO LA SALLE, LLC		DE
AIMCO LA VISTA, LLC		DE
AIMCO LAKE CASTLETON ARMS, L.L.C.		DE
AIMCO LEAHY SQUARE APARTMENTS, LLC		DE
AIMCO LEXINGTON (TX), 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 MEADOWS AT ANDERSON MILL, L.P.		DE
AIMCO MERRILL HOUSE, L.L.C.		DE
AIMCO MICHIGAN APARTMENTS, LLC		DE
AIMCO MICHIGAN MEADOWS HOLDINGS, L.L.C.		DE


Entity Name		State Code
AIMCO MICHIGAN MEADOWS, L.L.C.		DE
AIMCO MONTEREY GROVE APARTMENTS TIC 2, LLC		DE
AIMCO MONTEREY GROVE APARTMENTS, LLC		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 PARADISE PALMS, 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, LLC		DE
AIMCO QRS GP, LLC		DE
AIMCO RAMBLEWOOD, L.L.C.		DE


Entity Name		State Code
AIMCO REMINGTON, LLC		DE
AIMCO RIDGEWOOD LA LOMA DEVCO, LLC		DE
AIMCO RIDGEWOOD TOWERS PRESERVATION GP, 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
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 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 STRATFORD, LLC		DE
AIMCO STRAWBRIDGE SQUARE PRESERVATION GP, LLC		DE
AIMCO SUMMIT OAKS GP, LLC		DE
AIMCO SUNSET ESCONDIDO, 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 TRAILS OF ASHFORD, LLC		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


Entity Name		State Code
AIMCO VERDES DEL ORIENTE, L.L.C.		DE
AIMCO VILLA DE GUADALUPE, 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 WALNUT HILLS PRESERVATION GP, LLC		DE
AIMCO WARWICK, L.L.C.		DE
AIMCO WASHINGTON SQUARE WEST GP, LLC		DE
AIMCO WAVERLY APARTMENTS, LLC		DE
AIMCO WEATHERLY, L.P.		DE
AIMCO WESTMINSTER OAKS GP, LLC		DE
AIMCO WESTWOOD PRESERVATION 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 WILLIAMS COVE, LLC		DE
AIMCO WILLIAMSBURG, L.L.C.		DE
AIMCO WILSON ACRES MANAGER, LLC		DE
AIMCO WILSON ACRES, LLC		DE
AIMCO WINDRIDGE, LLC		DE
AIMCO WINDWARD, LLC		DE
AIMCO WINTER GARDEN, LLC		DE
AIMCO WOODLAND HILLS, LLC		DE
AIMCO WOODLAND RIDGE, L.P.		DE
AIMCO WOODLANDS, 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/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/COLONNADE, L.L.C.		DE
AIMCO/COLONNADE, L.P.		DE
AIMCO/CONTINENTAL PLAZA LIMITED GP, LLC		DE
AIMCO/DFW APARTMENT INVESTORS GP, LLC		DE


Entity Name		State Code
AIMCO/DFW RESIDENTIAL INVESTORS 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/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
AIMCO/ONE LINWOOD ASSOCIATES GP, LLC		DE
AIMCO/PALM BEACH, L.L.C.		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/SOUTHRIDGE, L.L.C.		DE
AIMCO/SPARTANBURG, L.L.C.		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


Entity Name		State Code
AIMCO/THE HILLS I, L.P.		DE
AIMCO/THE HILLS, L.P.		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/WINROCK-HOUSTON 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
ALABAMA PROPERTIES LTD., II		AL
ALABAMA PROPERTIES, LTD., V		AL
ALASKA HOUSE ASSOCIATES		WA
ALEX PLACE, LIMITED PARTNERSHIP		AL
ALEXANDER PLACE APARTMENTS, A LOUISIANA PARTNERSHIP IN COMMENDAM		LA
ALL HALLOWS ASSOCIATES, L.P.		CA
ALL HALLOWS PRESERVATION, L.P.		CA
ALLENTOWN TOWNE HOUSE LIMITED PARTNERSHIP		PA
ALLENTOWN-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
ALLIANCE TOWERS LIMITED PARTNERSHIP		OH
ALLIANCE TOWERS PRESERVATION, L.P.		DE
ALLISON VILLAGE ASSOCIATES, L.P.		CO
ALLVIEW-OXFORD LIMITED PARTNERSHIP		MD
ALMS HILL II LIMITED PARTNERSHIP		OH
AMARILLO NORTHWEST VILLAGE, LTD.		TX
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
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


Entity Name		State Code
ANGELES INCOME PROPERTIES, LTD. II		CA
ANGELES INVESTMENT PROPERTIES, INC.		CA
ANGELES OPPORTUNITY PROPERTIES, LTD., A CALIFORNIA LIMITED PARTNERSHIP		CA
ANGELES PARTNERS VIII		CA
ANGELES PARTNERS X		CA
ANGELES PARTNERS X GP LIMITED PARTNERSHIP		SC
ANGELES PARTNERS XI		CA
ANGELES PARTNERS XII		CA
ANGELES PROPERTIES, INC.		CA
ANGELES REALTY CORPORATION		CA
ANGELES REALTY CORPORATION II		CA
ANTIOCH PRESERVATION, L.P.		DE
ANTON SQUARE, LTD.		AL
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 17A LLC		CO
APOLLO-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
APPLE RIDGE SINGLE FAMILY HOMES LIMITED PARTNERSHIP		KY
APPLE TREE ASSOCIATES, AN IDAHO LIMITED PARTNERSHIP		ID
ARC II/AREMCO PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP		CA
ARCHERS GREEN LIMITED PARTNERSHIP		VA
ARISTOCRAT MANOR, LTD.		AR
ARKANSAS CITY APARTMENTS, LIMITED PARTNERSHIP		AR
ARLINGTON SENIOR HOUSING, L.P.		TX
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
ATHENS GARDENS, LTD.		OH
ATHENS STATION, LTD.		OH
ATLANTA ASSOCIATES LIMITED PARTNERSHIP		MA
ATLANTIC IX, L.L.C.		MI
ATLANTIC PINES APARTMENTS, LTD.		FL
ATRIUM VILLAGE ASSOCIATES		IL
ATRIUMS OF PLANTATION JV GP, LLC		DE
ATRIUMS OF PLANTATION JV, L.P.		DE
AVON DEVELOPMENT COMPANY		PA
AVONDALE SIESTA POINTE APARTMENTS LIMITED PARTNERSHIP		AZ
AZALEA COURT INVESTMENT GROUP, BRENTWOOD LIMITED PARTNERSHIP NO. 2		AL
BAISLEY PARK ASSOCIATES LIMITED PARTNERSHIP		NY
BALDWIN COUNTY HOUSING, LTD.		AL
BALDWIN OAKS ELDERLY, LTD.		NJ
BALDWIN TOWERS ASSOCIATES		PA


Entity Name		State Code
BANGOR HOUSE PROPRIETARY LIMITED PARTNERSHIP		ME
BANNEKER, BENJAMIN PLAZA ASSOCIATES		PA
BANNOCK ARMS SECOND LIMITED PARTNERSHIP		CA
BARNESBORO ASSOCIATES, A PENNSYLVANIA LIMITED PARTNERSHIP		PA
BARNETT PLAZA, LTD.		OH
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 DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP		MI
BEDFORD HOUSE, LTD.		OH
BELLA GRANDE, LTD.		FL
BELLAIR MANOR, LTD.		OH
BELLERIVE ASSOCIATES LIMITED PARTNERSHIP		MO
BELLEVILLE MANOR APARTMENTS, LTD.		KY
BELLS BAY, L.P.		SC
BELMONT 189 ASSOCIATES		NY
BELOIT MATURE ADULT HOUSING, L.L.C.		WI
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
BERKLEY LIMITED PARTNERSHIP		VA
BETHANY APARTMENTS LIMITED PARTNERSHIP		AZ
BETHEL COLUMBUS CORPORATION		MD
BETHEL COLUMBUS-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
BETHEL TOWERS LIMITED DIVIDEND HOUSING ASSOCIATION		MI
BETHLEHEM DEVELOPMENT COMPANY		PA
BETTER HOUSING ASSOCIATES, LIMITED PARTNERSHIP		CT
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
BIRCH MANOR APARTMENTS		OH
BIRCH MANOR APARTMENTS — PHASE II		OH
BIRCH MANOR APARTMENTS, PHASE 1 LTD.		OH
BIRCH MANOR APARTMENTS, PHASE II LTD.		OH
BIRCHFIELD ASSOCIATES		PA
BLAKEWOOD PROPERTIES ASSOCIATES		GA
BLANCHARD APARTMENTS ASSOCIATES LIMITED PARTNERSHIP		WA
BLOOMSBURG ELDERLY ASSOCIATES		PA
BLUE ASH-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
BLUEWATER LIMITED DIVIDEND HOUSING ASSOCIATION		MI
BOLTON NORTH PRESERVATION LIMITED PARTNERSHIP		DE
BRANDEMERE-REO, L.P.		TX
BRANDERMILL-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
BRANDON-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
BRANFORD DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP		CT


Entity Name		State Code
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 APARTMENTS ASSOCIATES LIMITED PARTNERSHIP		NY
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
BRISTOL PARTNERS, L.P.		MO
BROAD RIVER PROPERTIES, L.L.C.		DE
BROADMOOR APARTMENTS ASSOCIATES LTD. PARTNERSHIP		SC
BROADMOOR AT CHELSEA ACQUISITION, L.P.		MO
BROADWAY ASSOCIATES		RI
BROADWAY GLEN ASSOCIATES		MA
BROOK RUN ASSOCIATES, L.P.		IL
BROOKSIDE APARTMENTS ASSOCIATES		PA
BROOKWOOD LIMITED PARTNERSHIP		IL
BROWN BUILDING DEVELOPMENT L.L.C.		IL
BRYDEN HOUSE LIMITED PARTNERSHIP		OH
BUCKHANNON MANOR ASSOCIATES LIMITED PARTNERSHIP		WV
BUFFALO VILLAGE ASSOCIATES LIMITED PARTNERSHIP		NY
BURKE II — OXFORD ASSOCIATES LIMITED PARTNERSHIP		VA
BURKE-OXFORD ASSOCIATES, A LIMITED PARTNERSHIP		VA
BURKSHIRE COMMONS APARTMENTS PARTNERS, L.P.		DE
BURLINGTON HOTEL BUILDING, LTD., LLLP		CO
BURLINGTON RIVER APARTMENTS, LIMITED PARTNERSHIP		IA
BURNHAM GEREL		IL
BURNSVILLE APARTMENTS LIMITED PARTNERSHIP		MN
BUTTERNUT CREEK ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION		MI
BUTTERNUT CREEK PRESERVATION LIMITED DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP		MI
BUYERS ACCESS LLC		DE
BW OPERATING COMPANY, L.L.C.		MA
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
CALVERT CITY, LTD.		OH
CAMARILLO-ROSEWOOD ASSOCIATES LIMITED PARTNERSHIP		CA
CAMBRIDGE COURT APARTMENTS, L.P.		SC
CAMBRIDGE HEIGHTS APARTMENTS LIMITED PARTNERSHIP		MS
CAMERON PARK VILLAGE LIMITED, A CALIFORNIA LIMITED PARTNERSHIP		CA
CAMPBELL HEIGHTS ASSOCIATES LIMITED PARTNERSHIP		DC


Entity Name		State Code
CANTERBURY GARDENS ASSOCIATES LIMITED PARTNERSHIP		MI
CANTERBURY GARDENS PRESERVATION LIMITED PARTNERSHIP		DE
CANTERBURY LIMITED PARTNERSHIP		IN
CANTERBURY SERVICES LLC		DE
CANYON SHADOWS, L.P.		CA
CAPITAL HEIGHTS ASSOCIATES LIMITED PARTNERSHIP		WV
CAPITOL HILL ASSOCIATES		CO
CAPTIVA CLUB JV GP, LLC		DE
CAPTIVA CLUB JV, LLC		DE
CAROLINA ASSOCIATES LIMITED PARTNERSHIP		WA
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
CASA QUINTANA, LTD.		TX
CASDEN OFFICE HOLDINGS LLC		DE
CASDEN PROPERTIES LLC		DE
CASSADY VILLAGE APARTMENTS, LTD.		OH
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
CAYUGA VILLAGE ASSOCIATES LIMITED PARTNERSHIP		NY
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 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
CDLH AFFORDABLE, L.P.		CA
CEDAR TERRACE APARTMENTS, LTD.		AL
CENTER CITY ASSOCIATES		PA


Entity Name		State Code
CENTER SQUARE ASSOCIATES		PA
CENTRAL PARK TOWERS II LIMITED PARTNERSHIP		KS
CENTRAL PARK TOWERS LIMITED PARTNERSHIP		KS
CENTRAL STATION LIMITED PARTNERSHIP		TN
CENTRAL STROUD, LIMITED PARTNERSHIP		FL
CENTRAL WOODLAWN LIMITED PARTNERSHIP		IL
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, LP		DE
CENTURY PROPERTIES FUND XV		CA
CENTURY PROPERTIES FUND XVI		CA
CENTURY PROPERTIES FUND XVII, LP		DE
CENTURY PROPERTIES GROWTH FUND XXII, LP		DE
CENTURY SUN RIVER, LIMITED PARTNERSHIP		AZ
CENTURY TOWER APARTMENTS, L.P.		MO
CHA PROPERTIES, INC.		DE
CHANDLER COMMONWEALTH LIMITED PARTNERSHIP		AZ
CHANDLER PROPERTY DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP		AZ
CHANTILLY PARTNERS LIMITED PARTNERSHIP		VA
CHAPEL HOUSING LIMITED PARTNERSHIP		MD
CHARLES STREET ASSOCIATES LIMITED PARTNERSHIP		CT
CHARLESTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
CHARLTON HOUSING ASSOCIATES LIMITED PARTNERSHIP		MA
CHARNEY ASSOCIATES LIMITED PARTNERSHIP		WA
CHATEAU FOGHORN LIMITED PARTNERSHIP		MD
CHELSEA RENAISSANCE L.P.		KS
CHERRYWOOD ASSOCIATES LIMITED PARTNERSHIP		ID
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
CHICO GARDENS LIMITED PARTNERSHIP		CA
CHILDRESS MANOR APARTMENTS		TX
CHIMNEYTOP-OXFORD ASSOCIATES L.P.		IN
CHURCH STREET ASSOCIATES LIMITED PARTNERSHIP		IL
CHURCHVIEW GARDENS LIMITED PARTNERSHIP		PA
CIDER MILL ASSOCIATES, A PENNSYLVANIA LIMITED PARTNERSHIP		PA
CIMARRON ACQUISITION, L.P.		MO
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
CITY TERRACE ASSOCIATES LIMITED PARTNERSHIP		NY
CIVIC HOUSING ASSOCIATES I		OH
CIVIC HOUSING ASSOCIATES II		OH


Entity Name		State Code
CK SERVICES, INC.		DE
CK-GP II, INC.		DE
CK-LP II, INC.		DE
CLARKE COURT, LLC		WA
CLARKSDALE COMMUNITY HOUSING GROUP, LTD., A MISSISSIPPI LIMITED PARTNERSHIP		MS
CLARKWOOD APARTMENTS		OH
CLARKWOOD APARTMENTS		OH
CLARKWOOD APARTMENTS, LIMITED PARTNERSHIP — PHASE I		OH
CLARKWOOD APARTMENTS, LIMITED PARTNERSHIP — PHASE II		OH
CLAYTON ASSOCIATES LIMITED PARTNERSHIP		WA
CLEAR LAKE LAND PARTNERS, LTD.		TX
CLIFFS APARTMENTS, L.P.		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
COATESVILLE TOWERS		PA
COBBLESTONE CORNERS, L.P.		TN
COES POND LIMITED PARTNERSHIP		MA
COLCHESTER STAGE II COMPANY		MI
COLD SPRING SINGLE FAMILY HOMES, LTD.		KY
COLLEGE OAKS PARK, L.P.		IL
COLLEGE PARK APARTMENTS, A LIMITED PARTNERSHIP		PA
COLLEGE TRACE APARTMENTS, LTD.		FL
COLONY HOUSE APARTMENTS, LTD.		CA
COLUMBUS III-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
COLUMBUS JUNCTION PARK, LIMITED PARTNERSHIP		IA
COMBINED PROPERTIES LIMITED PARTNERSHIP		WA
COMFED QUALIFIED HOUSING LIMITED PARTNERS XII, A NEBRASKA LIMITED PARTNERSHIP		NE
COMMUNITY CIRCLE II, LTD.		OH
COMMUNITY CIRCLE, LTD.		OH
COMMUNITY DEVELOPERS OF PRINCEVILLE LIMITED PARTNERSHIP		NC
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
CONIFER MEDFORD		OR
CONNECTICUT COLONY ASSOCIATES LIMITED PARTNERSHIP		GA
CONSOLIDATED CAPITAL GROWTH FUND		CA
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP		DE
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP		DE
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP SERIES A		DE
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP		DE
CONSOLIDATED CAPITAL PROPERTIES III		CA
CONSOLIDATED CAPITAL PROPERTIES IV, LP		DE
CONTINENTAL APARTMENTS		MI
CONTINENTAL PLAZA ASSOCIATES		IL


Entity Name		State Code
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 PRESERVATION, LP		TX
CORINTH SQUARE ASSOCIATES		KS
COUCH-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
COUCH-OXFORD, L.L.C.		MD
COUNTRY CLUB WOODS, AFFORDABLE HOMES, LTD.		FL
COUNTRYSIDE NORTH AMERICAN PARTNERS, L.P.		NJ
COUNTRYVIEW ESTATES I, L.P.		MO
COURTS OF CICERO II L.P.		IL
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
CPGF 22 HAMPTON GREENS 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
CREEKSIDE INVESTMENT COMPANY		ID
CREEKVIEW ASSOCIATES		PA
CREEKWOOD APARTMENTS, LTD.		AL
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
CRYAR HOMES, LIMITED PARTNERSHIP		AL
CRYSTAL SPRINGS ASSOCIATES		WA
CUMBERLAND COURT ASSOCIATES		PA
CUMMINGS MILL, LLC		ME
CYPRESS LANDING ASSOCIATES		IL
CYPRESS LANDING LIMITED PARTNERSHIP		IL
D & B HOUSING OPPORTUNITIES LIMITED PARTNERSHIP IV		MO
DALLAS-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
DAMEN COURT ASSOCIATES LIMITED PARTNERSHIP		IL
DARBY TOWNHOUSES ASSOCIATES		PA
DARBY TOWNHOUSES LIMITED PARTNERSHIP		PA
DARBY TOWNHOUSES PRESERVATION GENERAL PARTNER, L.L.C.		DE


Entity Name		State Code
DARBY TOWNHOUSES PRESERVATION, LP		PA
DAVIDSON DIVERSIFIED PROPERTIES, INC.		TN
DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.		DE
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.		DE
DAVIDSON DIVERSIFIED REAL ESTATE III, 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 PROPERTIES, INC.		TN
DAWSON SPRINGS, LTD.		OH
DAYTON III CORPORATION		MD
DAYTON III-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
DAYTONA VILLAGE, LTD		OH
DBL PROPERTIES CORPORATION		NY
DECATUR MEADOWS HOUSING PARTNERS, L.P.		MS
DEERCROSS-OXFORD ASSOCIATES, L.P.		IN
DEL MORAL LIMITED PARTNERSHIP		AZ
DELAVAN MATURE ADULT HOUSING, L.L.C.		WI
DELCAR-S, LTD.		TX
DELHAVEN MANOR, LTD.		MS
DELPHIA HOUSE ASSOCIATES		PA
DELTA SQUARE-OXFORD LIMITED PARTNERSHIP		MD
DELTA SQUARE-OXFORD, L.L.C.		MD
DENNY PLACE LIMITED PARTNERSHIP		CA
DESHLER APARTMENTS ASSOCIATES LIMITED PARTNERSHIP		NY
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
DILLON PLACE ASSOCIATES LIMITED PARTNERSHIP		CT
DIP LIMITED PARTNERSHIP		VA
DIP LIMITED PARTNERSHIP II		VA
DISCOVERY LIMITED PARTNERSHIP		MD
DIVERSIFIED EQUITIES, LIMITED		TN
DIXON RIVER APARTMENTS, L.P.		IL
D-O ASSOCIATES, L.L.C.		MD
DORAL GARDEN ASSOCIATES		PA
DORAL LIMITED PARTNERSHIP		PA
DOUGLAS STREET LANDINGS, LTD.		TX
DOYLE ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION		MI
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II LIMITED PARTNERSHIP		NY
DRUID HILLS APARTMENTS LIMITED PARTNERSHIP		SC
DUKE MANOR ASSOCIATES		PA
DUQUESNE ASSOCIATES NO. 1		PA
EAST HAVEN REAL ESTATE ASSOCIATES LIMITED PARTNERSHIP		MA
EAST WINDSOR 255 LIMITED PARTNERSHIP		DE
EASTGATE APARTMENTS, A LIMITED PARTNERSHIP		IA


Entity Name		State Code
EASTRIDGE APARTMENTS A LIMITED PARTNERSHIP		PA
EASTRIDGE ASSOCIATES		PA
ECO VILLAGE, LTD		OH
EDGEWOOD ASSOCIATES		WA
EDGEWOOD HOUSING ASSOCIATES, L.P.		GA
EDGEWOOD, A LIMITED PARTNERSHIP		AR
EL CAZADOR LIMITED PARTNERSHIP		CA
EL CORONADO APTS., LTD.		TX
ELDERLY DEVELOPMENT WESTMINSTER, A CALIFORNIA LIMITED PARTNERSHIP		CA
ELDERLY HOUSING ASSOCIATES LIMITED PARTNERSHIP		MD
ELKHART TOWN AND COUNTRY LIMITED PARTNERSHIP		IN
ELM GREEN APARTMENTS LIMITED PARTNERSHIP		NC
ELMS COMMON ASSOCIATES		CT
EMPORIA LIMITED		VA
ENGLISH MANOR JOINT VENTURE		TX
EUSTIS APARTMENTS, LTD.		FL
EVANGELINE VILLAGE APARTMENTS A LOUISIANA PARTNERSHIP IN COMMENDAM		LA
EVANSVILLE SENIOR HOUSING LIMITED PARTNERSHIP		WI
EVEREST INVESTORS 5, LLC		CA
EVEREST WINGFIELD, L.P.		KS
EVERETT SQUARE PLAZA ASSOCIATES		MA
EVERGREEN CLUB LIMITED PARTNERSHIP		MA
FAIR FOREST IV LIMITED PARTNERSHIP		NC
FAIR OAK ESTATES, LTD.		FL
FAIRBURN AND GORDON ASSOCIATES II LIMITED PARTNERSHIP		GA
FAIRBURN AND GORDON ASSOCIATES LIMITED PARTNERSHIP		GA
FAIRFIELD ONE-OXFORD LIMITED PARTNERSHIP		MD
FAIRLAWN GREEN ACQUISITION, L.P.		KS
FAIRMONT #1 LIMITED PARTNERSHIP		DC
FAIRMONT #2 LIMITED PARTNERSHIP		DC
FAIRMONT HILLS APARTMENTS LIMITED PARTNERSHIP		WV
FAIRWIND ASSOCIATES, LTD.		WA
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
FILLMORE PLACE APARTMENTS LIMITED PARTNERSHIP		AZ
FINLAY INTERESTS 2, LTD.		FL
FINLAY INTERESTS MT 2, LTD.		FL
FIRST ALEXANDRIA ASSOCIATES LIMITED PARTNERSHIP		VA
FIRST WINTHROP CORPORATION		DE
FISH CREEK PLAZA, LTD		OH
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
FMI LIMITED PARTNERSHIP		PA


Entity Name		State Code
FONDREN COURT PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP		TX
FOOTHILL CHIMNEY ASSOCIATES LIMITED PARTNERSHIP		GA
FOREST GARDENS ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP		MD
FOREST PARK SOUTH, LTD.		FL
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 STREET APARTMENT INVESTORS, A CALIFORNIA LIMITED PARTNERSHIP		CA
FOX ASSOCIATES ‘84		CA
FOX PARTNERS		CA
FOX PARTNERS II		CA
FOX PARTNERS III		CA
FOX PARTNERS IV		CA
FOX PARTNERS VIII		CA
FOX REALTY INVESTORS		CA
FOX RIDGE ASSOCIATES		WV
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 PARK LIMITED PARTNERSHIP		PA
FRANKLIN PHEASANT RIDGE ASSOCIATES		PA
FRANKLIN SQUARE SCHOOL ASSOCIATES LIMITED PARTNERSHIP		MD
FRANKLIN WOODS ASSOCIATES		PA
FRANKLIN WOODS LTD		OH
FREEMAN EQUITIES, LIMITED		TN
FRENCH EMBASSY ASSOCIATES, L.P.		MO
FRIENDSET HOUSING COMPANY LIMITED PARTNERSHIP		NY
FRIENDSHIP VILLAGE LIMITED PARTNERSHIP		VA
FRIO HOUSING, LTD.		TX
FRP LIMITED PARTNERSHIP		PA
G.P. MUNICIPAL HOLDINGS, L.L.C.		DE
GADSDEN TOWERS, LTD.		AL
GALLATIN ASSOCIATES		PA
GALLERIA PARK ASSOCIATES LIMITED PARTNERSHIP		MA
GARDEN COURT ASSOCIATES		CA
GATE MANOR APARTMENTS, LTD., A TENNESSEE LIMITED PARTNERSHIP		TN
GATEWAY-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
GC SOUTHEAST PARTNERS, L.P.		DE
GEORGETOWN 20Y APARTMENTS, L.L.C.		DE
GEORGETOWN MANAGEMENT, INC.		CA
GEORGETOWN WOODS LAND DEVELOPMENT, LP		IN
GEORGETOWN WOODS SENIOR APARTMENTS, L.P.		IN


Entity Name		State Code
GERMANTOWN, A LIMITED PARTNERSHIP		AR
GIFFORD GROVES, LTD.		FL
GLENARK ASSOCIATES LIMITED PARTNERSHIP		RI
GLENBROOK LIMITED PARTNERSHIP		MA
GLENDALE TERRACE LIMITED PARTNERSHIP		SC
GLENOAKS TOWNHOMES LIMITED PARTNERSHIP		CA
GLENWOOD-OXFORD HOUSING ASSOCIATION LIMITED PARTNERSHIP		IN
GOLDEN OAK VILLAGE LIMITED PARTNERSHIP		IN
GOLER METROPOLITAN APARTMENTS LIMITED PARTNERSHIP		NC
GOOSE HOLLOW VILLAGE LIMITED PARTNERSHIP		OR
GOTHAM APARTMENTS, LIMITED PARTNERSHIP		MO
GOVERNORS PARK APARTMENTS VII LIMITED PARTNERSHIP		SC
GP REAL ESTATE SERVICES II INC.		DE
GP SERVICES II, INC.		SC
GP SERVICES XV, INC.		SC
GP-OP PROPERTY MANAGEMENT, LLC		DE
GRAND MEADOWS II LIMITED DIVIDEND HOUSING ASSOCIATION LIMITEDPARTNERSHIP		MI
GRAND PLAZA PRESERVATION GP, LLC		DE
GRAND PLAZA PRESERVATION, L.P.		CA
GRANDVIEW PLACE LIMITED PARTNERSHIP		MT
GRANITE HEIGHTS, L.P.		TN
GRANT-KO ENTERPRISES A LIMITED PARTNERSHIP		WI
GREAT BASIN ASSOCIATES LIMITED PARTNERSHIP		NV
GREAT BASIN ASSOCIATES LIMITED PARTNERSHIP, II		NV
GREAT BASIN ASSOCIATES LIMITED PARTNERSHIP, IV		NV
GREATER HARTFORD ASSOCIATES LIMITED PARTNERSHIP		CT
GREATER MESA PROPERTY ASSOCIATES LIMITED PARTNERSHIP		AZ
GREENBRIAR PRESERVATION, L.P.		DE
GREENBRIAR-OXFORD ASSOCIATES L.P.		IN
GREENFAIR TOWER II CALIFORNIA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP		CA
GREENFAIR-DCW CALIFORNIA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP		CA
GREEN-KO ENTERPRISES OF BARNEVELD, WISCONSIN A LIMITED PARTNERSHIP		WI
GREENTREE ASSOCIATES		IL
GREENWOOD VILLA APARTMENTS, LTD.		KY
GRIMES PARK APARTMENTS, LIMITED PARTNERSHIP		IA
GRINNELL PARK APARTMENTS, LIMITED PARTNERSHIP		IA
GROSVENOR HOUSE ASSOCIATES LIMITED PARTNERSHIP		MD
GROVE PARK VILLAS, LTD.		FL
GSSW-REO DALLAS, L.P.		TX
GSSW-REO PEBBLE CREEK, L.P.		TX
GSSW-REO TIMBERLINE LIMITED PARTNERSHIP		TX
GULF COAST HOLDINGS, LTD.		AL
GULF COAST PARTNERS, LTD.		CA
GULFPORT APARTMENTS, LTD., LIMITED PARTNERSHIP		MS
GULFPORT ASSOCIATES		WA
GWYNED PARTNERS LIMITED PARTNERSHIP		PA
H.R.H. PROPERTIES I, LTD.		OH
HAINES ASSOCIATES LIMITED PARTNERSHIP		WA
HALLS MILL, LTD.		AL
HAMLIN ESTATES LIMITED PARTNERSHIP		CA
HAMMOND HOUSING 1994 PARTNERS, A LOUISIANA PARTNERSHIP IN COMMENDAM		LA


Entity Name		State Code
HAMPSHIRE HOUSE APARTMENTS, LTD.		OH
HAMPTON HILL APARTMENTS JV GP, LLC		DE
HAMPTON HILL APARTMENTS JV, L.P.		TX
HARDIN HAMMOCK ESTATES ASSOCIATES, LTD.		FL
HARLAN ASSOCIATES, LTD.		MO
HAROLD APARTMENTS ASSOCIATES LIMITED PARTNERSHIP		NY
HARRIS PARK LIMITED PARTNERSHIP		NY
HARRISON SQUARE LIMITED PARTNERSHIP		CT
HASTINGS PLACE APARTMENTS JV GP, LLC		DE
HASTINGS PLACE APARTMENTS JV, L.P.		TX
HATILLO HOUSING ASSOCIATES		MA
HAWTHORN VILLAGE I, L.P.		MO
HAWTHORNE PLAZA ASSOCIATES LIMITED PARTNERSHIP		MO
HC/OAC, L.L.C.		MD
HCW GENERAL PARTNER, LIMITED PARTNERSHIP		TX
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP		MA
HEARTLAND PARK ELDERLY LIVING CENTER, L.P.		IL
HEATHERWOOD-REO, L.P.		TX
HEMET ESTATES AFFORDABLE, L.P.		CA
HENNA TOWNHOMES, LTD.		TX
HENRIETTA-OXFORD ASSOCIATES LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP		MD
HERITAGE EAGLE VILLAS, LTD.		CO
HERITAGE FOREST GROVE, LTD.		TX
HERITAGE HOLLYBROOK, LTD.		FL
HERITAGE PARK II INC.		DE
HERITAGE PHOENIX, LTD.		FL
HERITAGE SQUARE, LTD.		TX
HERITAGE VILLAGE BLACKSHEAR, L.P.		GA
HERITAGE WILLOW GLEN, LTD.		TX
HHP L.P.		DE
HIBBEN FERRY I APARTMENT PARTNERS, L.P.		DE
HICKORY HEIGHTS APARTMENTS, A LIMITED PARTNERSHIP		SC
HICKORY HILL TOWNHOMES, LTD.		KY
HICKORY RIDGE ASSOCIATES, LTD.		FL
HIGHLAND PARK PARTNERS		IL
HIGHLANDS VILLAGE II, LTD.		FL
HIGHLAWN PLACE LIMITED PARTNERSHIP		WV
HIGHRIDGE ASSOCIATES, L.P.		DE
HILLCREST APARTMENTS L.L.C.		OH
HILLCRESTE PROPERTIES INC.		DE
HILLSBOROUGH-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
HILLSIDE VILLAGE ASSOCIATES		PA
HILLTOP APARTMENTS ASSOCIATES		PA
HILLTOP APARTMENTS, PHASE II LIMITED PARTNERSHIP		MO
HILLTOP APARTMENTS, PHASE I LIMITED PARTNERSHIP		MO
HIMBOLA MANOR — PARTNERSHIP SERVICES, INC. LTD., A PARTNERSHIP		LA
HINTON HOUSE ASSOCIATES LIMITED PARTNERSHIP		WV
HISTORIC PROPERTIES INC.		DE
HIVIEW GARDENS DEVELOPMENT COMPANY		PA
HMI PROPERTY MANAGEMENT (ARIZONA), INC.		AZ
HMI PROPERTY MANAGEMENT, INC.		CT


Entity Name		State Code
HOLLIDAY ASSOCIATES LIMITED PARTNERSHIP		DC
HOLLIDAYSBURG LIMITED PARTNERSHIP		PA
HOLLOWS ASSOCIATES LIMITED PARTNERSHIP		NY
HOLLY POINT ASSOCIATES, A KENTUCKY LIMITED PARTNERSHIP		KY
HOMECORP INVESTMENTS, LTD.		AL
HOPKINS VILLAGE PRESERVATION LIMITED PARTNERSHIP		DE
HOSPITALITY INNS JACKSONVILLE, LTD. II		FL
HOSPITALITY INNS PENSACOLA, LTD.		FL
HOSPITALITY INNS PENSACOLA, LTD. II		FL
HOUSING ASSISTANCE OF MT. DORA, LTD.		FL
HOUSING ASSISTANCE OF ORANGE CITY, LTD.		FL
HOUSING ASSISTANCE OF SEBRING, LTD.		FL
HOUSING ASSISTANCE OF VERO BEACH, LTD.		FL
HOUSING ASSOCIATES LIMITED		CA
HOUSING PROGRAMS CORPORATION II		DE
HOUSING PROGRAMS LIMITED, A CALIFORNIA LIMITED PARTNERSHIP		CA
HOUSING TECHNOLOGY ASSOCIATES		HI
HUDSON STREET APARTMENTS LIMITED PARTNERSHIP		CA
HUDSON TERRACE ASSOCIATES LIMITED PARTNERSHIP		NY
HUMMELSTOWN HOUSING ASSOCIATES		PA
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 AP XII LIMITED PARTNERSHIP		SC
HUNTERS GLEN JV GP, LLC		DE
HUNTERS GLEN JV, L.P.		DE
HUNTERS GLEN PHASE V GP, L.L.C.		SC
HUNTINGTON HACIENDA ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP		CA
HUNTSVILLE PROPERTIES LIMITED PARTNERSHIP		GA
HURBELL IV LTD.		AL
HYATTSVILLE HOUSING ASSOCIATES LIMITED PARTNERSHIP		MD
HYDE PARK APARTMENTS LIMITED PARTNERSHIP		MO
IDA TOWER		PA
IH, INC.		DE
INDIO GARDENS AFFORDABLE, L.P.		CA
INGRAM SQUARE APARTMENTS, LTD.		TX
INGRAM SQUARE PRESERVATION, L.P.		TX
INTOWN WEST ASSOCIATES LIMITED PARTNERSHIP		CT
INWOOD COLONY, LTD.		TX
IPLP ACQUISITION I LLC		DE
IRONMAN HOUSING ASSOCIATION		OK
ISLP, LIMITED PARTNERSHIP		DE
ISTC CORPORATION		DE
IVYWOOD APARTMENTS LIMITED PARNTERSHIP		OH
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
JACOB’S LANDING, L.P.		MO


Entity Name		State Code
JACQUES-MILLER ASSOCIATES		TN
JAMES COURT ASSOCIATES		ID
JAMES-OXFORD LIMITED PARTNERSHIP		MD
JAMESTOWN TERRACE LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP		CA
JAMESTOWN VILLAGE ASSOCIATES		PA
JARDINES DE MAYAGUEZ LIMITED PARTNERSHIP		MD
JASPER COUNTY PROPERTIES, LTD.		MI
JEFFERSON MEADOWS LIMITED DIVIDEND HOUSING ASSOCIATION LIMITEDPARTNERSHIP		MI
JENNY LIND HALL SECOND LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP		CA
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
KENDALL TOWNHOME INVESTORS, LTD.		FL
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 III GP, L.L.C.		SC
KENOSHA GARDENS ASSOCIATES LIMITED PARTNERSHIP OF WISCONSIN		WI
KENTON DEVELOPMENT CO.		MO
KENTON VILLAGE, LTD.		OH
KENTUCKY MANOR APARTMENTS, LTD.		KY
KENTUCKY RIVER APARTMENTS, LTD.		KY
KENYON HOUSE CO.		WA
KING-BELL ASSOCIATES LIMITED PARTNERSHIP		OR
KINGS ROW ASSOCIATES		NJ
KINGSTON GREENE ASSOCIATES LTD		OH
KINSEY-OXFORD ASSOCIATES, L.P.		OH
KIRKMAN-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
KIRKWOOD HOUSE PRESERVATION LIMITED PARTNERSHIP		DE
KIWANIS MANOR, L.P.		IL
KOHLER GARDENS APARTMENTS		CA
KONA PLUS ASSOCIATES LIMITED PARTNERSHIP		WA
L.M. ASSOCIATES LIMITED PARTNERSHIP		OH
LA BROADCAST CENTER GP LLC		DE
LA CANYON TERRACE GP LLC		DE
LA CANYON TERRACE LP		DE
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


Entity Name		State Code
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 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
LAFAYETTE TERRACE ASSOCIATES		IL
LAFAYETTE TOWNE ELDERLY LIMITED PARTNERSHIP		MO
LAING VILLAGE, A LIMITED PARTNERSHIP		GA
LAKE AVENUE ASSOCIATES L.P.		OH
LAKE CASTLETON II, L.P		TX
LAKE EDEN ASSOCIATES, L.P.		DE
LAKE FOREST APARTMENTS		PA
LAKE HAVASU ASSOCIATES LIMITED PARTNERSHIP		AZ
LAKE JUNE VILLAGE II LIMITED PARTNERSHIP		TX
LAKE RIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
LAKE TOWERS ASSOCIATES II LIMITED PARTNERSHIP		IL
LAKE WALES VILLAS, LTD.		FL
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
LAKESIDE APARTMENTS LIMITED		FL
LAKESIDE APARTMENTS, A LIMITED PARTNERSHIP		IN
LAKESIDE INVESTORS, L.L.C.		MD
LAKESIDE NORTH, L.L.C.		MD
LAKEVIEW ARMS ASSOCIATES LIMITED PARTNERSHIP		NY
LAKEVIEW VILLAS, LTD.		FL
LAKEWOOD AOPL, A TEXAS LIMITED PARTNERSHIP		TX
LAKEWOOD AOPL, INC.		TX
LANCASTER HEIGHTS MANAGEMENT CORP.		CA
LANDAU APARTMENTS LIMITED PARTNERSHIP		SC
LANDMARK (NC), LLC		DE
LANDMARK APARTMENTS ASSOCIATES		IL


Entity Name		State Code
LANDMARK ASSOCIATES		ID
LANSING-OXFORD LIMITED PARTNERSHIP		MD
LANTANA-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
LARGO PARTNERS, L.L.C.		MD
LARGO/OAC, L.L.C.		MD
LAS MONTANAS VILLAGE LIMITED PARTNERSHIP		AZ
LAS PALOMAS VILLAGE LIMITED PARTNERSHIP		AZ
LASALLE APARTMENTS, L.P.		CA
LAUDERDALE TOWERS-REO, LIMITED PARTNERSHIP		TX
LAWNDALE SQUARE-REO LIMITED PARTNERSHIP		TX
LAZY HOLLOW PARTNERS		CA
LEE-HY MANOR ASSOCIATES LIMITED PARTNERSHIP		VA
LEMAY VILLAGE LIMITED PARTNERSHIP		MO
LEWISBURG ASSOCIATES LIMITED PARTNERSHIP		WV
LEWISBURG ELDERLY ASSOCIATES		PA
LEXINGTON-OXFORD ASSOCIATES L.P.		IN
LEYDEN LIMITED PARTNERSHIP		MA
LIBERTY TOWERS ASSOCIATES II L.P.		IL
LIMA-OXFORD ASSOCIATES, L.P.		IN
LINCOLN MARINERS ASSOCIATES LIMITED		CA
LINCOLN PROPERTY COMPANY NO. 409, LTD.		CA
LINDEN COURT ASSOCIATES LIMITED PARTNERSHIP		NY
LIVINGSTON HOUSING 1994 PARTNERS, A LOUISIANA PARTNERSHIP IN COMMENDAM		LA
LOCK HAVEN ELDERLY ASSOCIATES		PA
LOCK HAVEN GARDENS ASSOCIATES		PA
LOCUST HOUSE ASSOCIATES LIMITED PARTNERSHIP		MD
LONE OAK APARTMENTS, LTD.		KY
LONE STAR PROPERTIES LIMITED PARTNERSHIP		TX
LONG CREEK-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
LONG MEADOW LIMITED PARTNERSHIP		SC
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
LOUIS JOLIET APARTMENTS, L.P.		IL
LUND-HILL ASSOCIATES LIMITED PARTNERSHIP		WI
LYNN-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
M & P DEVELOPMENT COMPANY		PA
MADISON PARK III ASSOCIATES		MA
MADISON RIVER PROPERTIES, L.L.C.		DE
MADISON TERRACE ASSOCIATES		IL
MADISONVILLE, LTD.		OH
MAE — SPI, L.P.		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
MANDARIN TRACE APARTMENTS, LTD.		FL


Entity Name		State Code
MANGONIA RESIDENCE I, LTD.		FL
MANNA CREST HOMES LIMITED PARTNERSHIP		OH
MANOR GREEN LIMITED PARTNERSHIP		WA
MAPLE HILL ASSOCIATES		PA
MAPLE PARK EAST LIMITED PARTNERSHIP		CO
MAPLE PARK WEST LIMITED PARTNERSHIP		CO
MAQUOKETA HOUSING, L.P.		IA
MARINA DEL REY LIMITED DIVIDEND PARTNERSHIP ASSOCIATES		MA
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
MARSHALL PLAZA APARTMENTS, LTD.-PHASE I		OH
MARSHALL PLAZA APARTMENTS, LTD.-PHASE II		OH
MARTINEZ PARK VILLAS, LTD.		CO
MASHPEE UNITED CHURCH VILLAGE PARTNERSHIP		MA
MAUNAKEA PALMS LIMITED PARTNERSHIP		HI
MAUNAKEA PALMS, INC.		HI
MAYER BEVERLY PARK LIMITED PARTNERSHIP		CA
MB APARTMENTS LIMITED PARTNERSHIP		IL
MCZ/CENTRUM FLAMINGO II, L.L.C.		DE
MCZ/CENTRUM FLAMINGO III, L.L.C.		DE
MEADOW LAKE PHASE II, A LIMITED PARTNERSHIP		AR
MEADOW LAKE, A LIMITED PARTNERSHIP		AR
MEADOW LANE		WA
MEADOW VIEW ASSOCIATES L.P.		IL
MEADOWS LIMITED PARTNERSHIP		IL
MEADOWS RUN LIMITED PARTNERSHIP		CO
MECKLENBURG MILL ASSOCIATES, LIMITED PARTNERSHIP		NC
MEGAN MANOR, LIMITED PARTNERSHIP		AL
MELBOURNE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
MELBOURNE-OXFORD CORPORATION		MD
MERCER PARTNERS, LP		NJ
MERIDIAN-REO, L.P.		TX
MESA BROADWAY PROPERTY LIMITED PARTNERSHIP		AZ
MESA VALLEY HOUSING ASSOCIATES II LIMITED PARTNERSHIP		AZ
MESA VALLEY HOUSING ASSOCIATES LIMITED PARTNERSHIP		AZ
MHO PARTNERS, LIMITED		FL
MIAMI ELDERLY ASSOCIATES LIMITED PARTNERSHIP		OH
MICHIGAN BEACH LIMITED PARTNERSHIP		IL
MICHIGAN MEADOWS LIMITED PARTNERSHIP		IN
MIDDLETOWN-OXFORD LIMITED PARTNERSHIP		MD
MIDPARK DEVELOPMENT CO.		OH
MIDTOWN MESA LIMITED PARTERSHIP		AZ
MIDTOWN PLAZA ASSOCIATES		WA
MINNEAPOLIS ASSOCIATES II LIMITED PARTNERSHIP		MA
MINNEAPOLIS ASSOCIATES LIMITED PARTNERSHIP		MD
MIRAMAR HOUSING ASSOCIATES LIMITED PARTNERSHIP		DC
MISTY WOODS CPF 19, L.P.		DE
MOHAVE PARTNERS, L.P.		OH
MONMOUTH ASSOCIATES LIMITED PARTNERSHIP		WA


Entity Name		State Code
MONROE CORPORATION		MD
MONROE COUNTY APTS. 2 & 3 L.P.		IL
MONROE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
MONTBLANC GARDEN APARTMENTS ASSOCIATES		MA
MONTGOMERY OAKS ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP		CA
MONTICELLO MANAGEMENT I, L.L.C.		DE
MONTICELLO MANOR, LTD.		TX
MORNINGSIDE HOUSING PHASE B ASSOCIATES LIMITED PARTNERSHIP		NY
MORNINGSTAR SENIOR CITIZEN URBAN RENEWAL HOUSING GROUP, L.P.		NJ
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 CARROLL APARTMENTS LIMITED PARTNERSHIP		IL
MOUNT UNION APARTMENTS, LTD.		OH
MOUNTAIN RUN, L.P.		DE
MRR LIMITED PARTNERSHIP		IL
MULBERRY ASSOCIATES		PA
MUSCATINE HOUSING, L.P.		IA
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 X, 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 FUND, 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. VI		CA
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


Entity Name		State Code
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 CREDIT FACILITY CORP.		CA
NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES II		CA
NATIONAL PARTNERSHIP INVESTMENTS CORP.		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 PARTNERS, L.P.		CA
NATIONAL TAX CREDIT, INC.		CA
NATIONAL TAX CREDIT, INC. II		CA
NBA, LTD.		AL
NEIGHBORHOOD RESTORATIONS LIMITED PARTNERSHIP V		PA
NEVADA SUNRISE GARDENS, LIMITED PARTNERSHIP		CA
NEW BALTIMORE SENIOR PRESERVATION LIMITED PARTNERSHIP		MI
NEW CASTLE — OXFORD ASSOCIATES L.P.		IN
NEW HAVEN APARTMENTS, LIMITED PARTNERSHIP		AL
NEW HAVEN ASSOCIATES LIMITED PARTNERSHIP		MA
NEW PLAINVIEW GP, L.L.C.		SC
NEW RANCHO TOWNHOUSES ASSOCIATES, L.P.		DE
NEW SHELTER V LIMITED PARTNERSHIP		DE
NEW TIMBER RIDGE GP LIMITED PARTNERSHIP		DE
NEW VISTAS APARTMENTS ASSOCIATES		IL
NEW-BEL-MO ENTERPRISES A LIMITED PARTNERSHIP		WI
NEWBERRY ARMS LIMITED PARTNERSHIP		SC
NEWBERRY PARK PRESERVATION, L.P.		DE
NEWINGTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
NEWPORT-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MD
NEWTON APARTMENTS, LTD.		MI
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 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


Entity Name		State Code
NHP WINDSOR CROSSING L.P.		DE
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
NICHOLS TOWNEHOMES, LTD.		OH
NOBLE SENIOR HOUSING, L.P., A CALIFORNIA LIMITED PARTNERSHIP		CA
NORTH GATE-OXFORD ASSOCIATES LIMITED PARTNERSHIP		IN
NORTH LIBERTY PARK, LIMITED PARTNERSHIP		IA
NORTH OMAHA HOMES		NE
NORTH PARK ASSOCIATES LIMITED PARTNERSHIP		WV
NORTH WASHINGTON PARK ESTATES		IL
NORTH WOODS-OXFORD ASSOCIATES, L.P.		IN
NORTHBROOK APARTMENTS, LTD.		MS
NORTHERN STATES PROPERTIES LIMITED PARTNERSHIP		WA
NORTHGATE LIMITED, L.P.		DE
NORTHPOINT PRESERVATION LIMITED PARTNERSHIP		DE
NORTHWESTERN PARTNERS, LTD.		FL
NORTHWIND FOREST LIMITED PARTNERSHIP		MI
NORTHWINDS APARTMENTS, L.P.		VA
NORWALK PARK APARTMENTS, LIMITED PARTNERSHIP		IA
NORWOOD HOUSING ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP		CA
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
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 HILL APARTMENTS, LTD.		PA
OAK HOLLOW SOUTH ASSOCIATES		PA
OAK PARK-OXFORD ASSOCIATES LIMITED PARTNERSHIP		MI
OAK VIEW SPARTANBURG LIMITED PARTNERSHIP		SC
OAK WOODS ASSOCIATES		IL
OAKBROOK ACQUISITION, L.P.		MO
OAKBROOK INVESTORS LIMITED PARTNERSHIP		MI
OAKLAND CITY WEST END ASSOCIATES LIMITED PARTNERSHIP		GA
OAKLAND COMPANY		SC
OAKRIDGE PARK APARTMENTS, LTD.		MS
OAKRIDGE PARK APARTMENTS, PHASE II, LTD.		MS