##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 OR
 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.
  Delaware
    
    84-1275621(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)4582 South Ulster Street Parkway, Suite 1100Denver, Colorado
    
    80237(Address of principal executive offices)
    
    (Zip Code)
 (303) 757-8101
 Not Applicable
 þ o
 Yes
o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



AIMCO PROPERTIES, L.P.
 TABLE OF CONTENTS
 FORM 10-Q
 PagePART I. FINANCIAL INFORMATIONITEM 1.Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008
(Unaudited)
    
    
    2Condensed Consolidated Statements of Income for the Three and Nine Months Ended
September 30, 2009 and 2008 (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September
30, 2009 and 2008 (Unaudited)
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21ITEM 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    37ITEM 4.Controls and Procedures
    
    
    37PART II. OTHER INFORMATIONITEM 1A.Risk Factors
    
    
    38ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38ITEM 6.Exhibits
    
    
    39Signatures
    
    
    40Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1




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PART I. FINANCIAL INFORMATION
 
 ITEM 1.
    
    Financial Statements
 AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands)
 (Unaudited)
 September 30,
    
    
    December 31,2009
    
    
    2008ASSETSReal estate:Buildings and improvements
    
    $
    7,999,462
    
    
    $
    7,857,758Land
    
    
    2,243,403
    
    
    
    2,232,541Total real estate
    
    
    10,242,865
    
    
    
    10,090,299Less accumulated depreciation
    
    
    (2,802,531
    )
    
    
    (2,506,178
    )Net real estate
    
    
    7,440,334
    
    
    
    7,584,121Cash and cash equivalents
    
    
    107,034
    
    
    
    299,676Restricted cash
    
    
    246,764
    
    
    
    255,836Accounts receivable, net
    
    
    61,584
    
    
    
    90,318Accounts receivable from affiliates, net
    
    
    26,769
    
    
    
    38,978Deferred financing costs, net
    
    
    54,561
    
    
    
    54,109Notes receivable from unconsolidated real estate partnerships, net
    
    
    14,855
    
    
    
    22,567Notes receivable from non-affiliates, net
    
    
    143,102
    
    
    
    139,897Notes receivable from Aimco
    
    
    16,164
    
    
    
    15,551Investment in unconsolidated real estate partnerships
    
    
    111,479
    
    
    
    117,905Other assets
    
    
    204,331
    
    
    
    198,640Deferred income tax assets, net
    
    
    33,267
    
    
    
    28,326Assets held for sale
    
    
    29,758
    
    
    
    610,797Total assets
    
    $
    8,490,002
    
    
    $
    9,456,721LIABILITIES AND PARTNERS CAPITALProperty tax-exempt bond financing
    
    $
    605,055
    
    
    $
    676,339Property loans payable
    
    
    5,206,788
    
    
    
    5,224,350Term loans
    
    
    260,000
    
    
    
    400,000Credit facility
    
    
    15,070
    
    
    
    Other borrowings
    
    
    85,683
    
    
    
    95,981Total indebtedness
    
    
    6,172,596
    
    
    
    6,396,670Accounts payable
    
    
    36,317
    
    
    
    64,241Accrued liabilities and other
    
    
    295,955
    
    
    
    421,043Deferred income
    
    
    177,754
    
    
    
    194,379Security deposits
    
    
    38,865
    
    
    
    40,109Liabilities related to assets held for sale
    
    
    48,153
    
    
    
    441,578Total liabilities
    
    
    6,769,640
    
    
    
    7,558,020Redeemable preferred units
    
    
    116,625
    
    
    
    88,148Commitments and contingencies (Note 5)
    
    
    
    
    
    
    Partners capital:Preferred units
    
    
    660,500
    
    
    
    696,500General Partner and Special Limited Partner
    
    
    553,354
    
    
    
    694,805Limited Partners
    
    
    95,372
    
    
    
    82,271High Performance Units
    
    
    (42,342
    )
    
    
    (39,687
    )Investment in Aimco Class A Common Stock
    
    
    (4,677
    )
    
    
    (5,109
    )Partners capital attributable to the Partnership
    
    
    1,262,207
    
    
    
    1,428,780Noncontrolling interests in consolidated real estate partnerships
    
    
    341,530
    
    
    
    381,773Total partners capital
    
    
    1,603,737
    
    
    
    1,810,553Total liabilities and partners capital
    
    $
    8,490,002
    
    
    $
    9,456,721
   2




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AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per unit data)
 (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUES:Rental and other property revenues
    
    $
    307,907
    
    
    $
    310,563
    
    
    $
    925,363
    
    
    $
    918,772Property management revenues, primarily from affiliates
    
    
    1,114
    
    
    
    1,227
    
    
    
    4,098
    
    
    
    4,746Asset management and tax credit revenues
    
    
    10,325
    
    
    
    32,624
    
    
    
    32,469
    
    
    
    83,651Total revenues
    
    
    319,346
    
    
    
    344,414
    
    
    
    961,930
    
    
    
    1,007,169OPERATING EXPENSES:Property operating expenses
    
    
    146,608
    
    
    
    147,165
    
    
    
    426,258
    
    
    
    430,166Property management expenses
    
    
    510
    
    
    
    1,603
    
    
    
    2,415
    
    
    
    4,192Investment management expenses
    
    
    4,213
    
    
    
    7,850
    
    
    
    12,719
    
    
    
    18,044Depreciation and amortization
    
    
    122,362
    
    
    
    107,374
    
    
    
    355,680
    
    
    
    304,668Provision for operating real estate impairment losses
    
    
    21,676
    
    
    
    
    
    
    
    24,666
    
    
    
    General and administrative expenses
    
    
    15,676
    
    
    
    27,383
    
    
    
    53,598
    
    
    
    75,754Other expenses, net
    
    
    8,548
    
    
    
    1,343
    
    
    
    14,567
    
    
    
    18,926Total operating expenses
    
    
    319,593
    
    
    
    292,718
    
    
    
    889,903
    
    
    
    851,750Operating (loss) income
    
    
    (247
    )
    
    
    51,696
    
    
    
    72,027
    
    
    
    155,419Interest income
    
    
    2,168
    
    
    
    6,021
    
    
    
    8,243
    
    
    
    17,719Recovery of (provision for) losses on notes receivable, net
    
    
    1,233
    
    
    
    (842
    )
    
    
    (452
    )
    
    
    (1,107
    )Interest expense
    
    
    (83,179
    )
    
    
    (84,887
    )
    
    
    (256,746
    )
    
    
    (257,042
    )Equity in losses of unconsolidated real estate partnerships
    
    
    (4,198
    )
    
    
    (1,559
    )
    
    
    (7,934
    )
    
    
    (3,432
    )Impairment losses related to unconsolidated real estate partnerships
    
    
    
    
    
    
    (1,131
    )
    
    
    
    
    
    
    (1,131
    )Gain on dispositions of unconsolidated real estate and other
    
    
    3,345
    
    
    
    99,954
    
    
    
    18,580
    
    
    
    100,118(Loss) income before income taxes and discontinued operations
    
    
    (80,878
    )
    
    
    69,252
    
    
    
    (166,282
    )
    
    
    10,544Income tax benefit
    
    
    2,410
    
    
    
    6,062
    
    
    
    7,195
    
    
    
    10,862(Loss) income from continuing operations
    
    
    (78,468
    )
    
    
    75,314
    
    
    
    (159,087
    )
    
    
    21,406Income from discontinued operations, net
    
    
    69,118
    
    
    
    162,269
    
    
    
    109,945
    
    
    
    535,862Net (loss) income
    
    
    (9,350
    )
    
    
    237,583
    
    
    
    (49,142
    )
    
    
    557,268Net income attributable to noncontrolling interests in consolidated
real estate partnerships
    
    
    (19,429
    )
    
    
    (46,183
    )
    
    
    (24,665
    )
    
    
    (108,157
    )Net (loss) income attributable to the Partnership
    
    
    (28,779
    )
    
    
    191,400
    
    
    
    (73,807
    )
    
    
    449,111Net income attributable to the Partnerships preferred unitholders
    
    
    (14,731
    )
    
    
    (14,186
    )
    
    
    (42,189
    )
    
    
    (45,771
    )Net income attributable to participating securities
    
    
    
    
    
    
    (1,725
    )
    
    
    
    
    
    
    (4,298
    )Net (loss) income attributable to the Partnerships common unitholders
    
    $
    (43,510
    )
    
    $
    175,489
    
    
    $
    (115,996
    )
    
    $
    399,042Earnings (loss) attributable to the Partnership per common unit  basic
and diluted (Note 6):(Loss) income from continuing operations attributable to the
Partnerships common unitholders
    
    $
    (0.64
    )
    
    $
    0.41
    
    
    $
    (1.36
    )
    
    $
    (0.27
    )Income from discontinued operations attributable to the
Partnerships
common unitholders
    
    
    0.29
    
    
    
    0.96
    
    
    
    0.43
    
    
    
    3.28Net (loss) income attributable to the Partnerships common
unitholders
    
    $
    (0.35
    )
    
    $
    1.37
    
    
    $
    (0.93
    )
    
    $
    3.01Weighted average common units outstanding, basic
    
    
    124,376
    
    
    
    127,701
    
    
    
    124,402
    
    
    
    132,792Weighted average common units outstanding, diluted
    
    
    124,376
    
    
    
    128,071
    
    
    
    124,402
    
    
    
    132,792Distributions declared per common unit
    
    $
    0.10
    
    
    $
    2.20
    
    
    $
    0.20
    
    
    $
    2.64
   3




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AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Nine MonthsEnded September 30,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (49,142
    )
    
    $
    557,268Adjustments to reconcile net (loss) income to net cash provided by operating activities:Depreciation and amortization
    
    
    355,680
    
    
    
    304,668Gain on dispositions of unconsolidated real estate and other
    
    
    (18,580
    )
    
    
    (100,118
    )Discontinued operations
    
    
    (98,937
    )
    
    
    (440,725
    )Other adjustments
    
    
    54,803
    
    
    
    32,489Net changes in operating assets and operating liabilities
    
    
    (106,453
    )
    
    
    (4,764
    )Net cash provided by operating activities
    
    
    137,371
    
    
    
    348,818CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of real estate
    
    
    
    
    
    
    (75,907
    )Capital expenditures
    
    
    (217,891
    )
    
    
    (476,030
    )Proceeds from dispositions of real estate
    
    
    562,743
    
    
    
    1,419,909Proceeds from sale of interests in and distributions from unconsolidated real estate
partnerships
    
    
    18,241
    
    
    
    85,520Purchases of partnership interests and other assets
    
    
    (3,954
    )
    
    
    (22,940
    )Originations of notes receivable from unconsolidated real estate partnerships
    
    
    (5,386
    )
    
    
    (5,887
    )Proceeds from repayment of notes receivable
    
    
    4,703
    
    
    
    7,037Distributions received from Aimco
    
    
    432
    
    
    
    759Other investing activities
    
    
    27,372
    
    
    
    4,958Net cash provided by investing activities
    
    
    386,260
    
    
    
    937,419CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from property loans
    
    
    616,293
    
    
    
    522,564Principal repayments on property loans
    
    
    (844,696
    )
    
    
    (853,435
    )Proceeds from tax-exempt bond financing
    
    
    
    
    
    
    21,988Principal repayments on tax-exempt bond financing
    
    
    (122,128
    )
    
    
    (89,287
    )Payments on term loans
    
    
    (140,000
    )
    
    
    Net borrowings on revolving credit facility
    
    
    15,070
    
    
    
    5,100Repurchases of common OP units
    
    
    
    
    
    
    (452,297
    )Repurchases of preferred units
    
    
    (4,200
    )
    
    
    (24,840
    )Payment of distributions to General Partner and Special Limited Partner
    
    
    (84,224
    )
    
    
    (159,589
    )Payment of distributions to Limited Partners
    
    
    (14,808
    )
    
    
    (43,734
    )Payment of distributions to High Performance Units
    
    
    (5,346
    )
    
    
    (14,536
    )Payment of distributions to preferred units
    
    
    (44,544
    )
    
    
    (47,269
    )Payment of distributions to noncontrolling interests
    
    
    (71,133
    )
    
    
    (151,153
    )Other financing activities
    
    
    (16,557
    )
    
    
    8,837Net cash used in financing activities
    
    
    (716,273
    )
    
    
    (1,277,651
    )NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (192,642
    )
    
    
    8,586CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    299,676
    
    
    
    210,461CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    107,034
    
    
    $
    219,047
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AIMCO PROPERTIES, L.P.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)
 NOTE 1  Organization
     
    
    owned an equity interest in and consolidated 104,301 units in 458 properties (which we
refer to as consolidated properties), of which 102,197 units were also managed by us;
 
    
    owned an equity interest in and did not consolidate 8,657 units in 79 properties (which
we refer to as unconsolidated properties), of which 3,754 units were also managed by us;
and
 
    
    provided services for or managed 33,623 units in 379 properties, primarily pursuant to
long-term agreements (including 31,458 units in 355 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.
   5




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NOTE 2  Basis of Presentation
     Principles of Consolidation
    FASB Accounting Standards Codification
 The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162,
  6




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Variable Interest Entities
    Noncontrolling Interests
 Noncontrolling Interests in Consolidated Financial Statements  an amendment of
ARB No. 51
   7




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Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2009
    
    
    2009Loss from continuing operations attributable to the Partnerships
common unitholders
    
    $
    (79,895
    )
    
    $
    (194,557
    )Income from discontinued operations attributable to the
Partnerships common unitholders
    
    
    44,165
    
    
    
    59,165Net loss attributable to the Partnerships common unitholders
    
    $
    (35,730
    )
    
    $
    (135,392
    )Basic and diluted earnings (loss) per common unit:Loss from continuing operations attributable to the Partnerships
common unitholders
    
    $
    (0.64
    )
    
    $
    (1.56
    )Income from discontinued operations attributable to the
Partnerships common unitholders
    
    
    0.36
    
    
    
    0.48Net loss attributable to the Partnerships common unitholders
    
    $
    (0.28
    )
    
    $
    (1.08
    )
  TemporaryCapital
    
    
    Partners CapitalNoncontrollingPartners capital
    
    
    interests inRedeemable
    
    
    attributable to the
    
    
    consolidated real
    
    
    Total partnerspreferred units
    
    
    Partnership
    
    
    estate partnerships
    
    
    capitalBalance, December 31, 2008
    
    $
    88,148
    
    
    $
    1,428,780
    
    
    $
    381,773
    
    
    $
    1,810,553Contributions
    
    
    
    
    
    
    
    
    
    
    5,535
    
    
    
    5,535Distributions
    
    
    (5,108
    )
    
    
    (64,658
    )
    
    
    (70,774
    )
    
    
    (135,432
    )Repurchases of common units
    
    
    
    
    
    
    (163
    )
    
    
    
    
    
    
    (163
    )Repurchase of preferred units
    
    
    (1,724
    )
    
    
    (4,200
    )
    
    
    
    
    
    
    (4,200
    )Reclassification of
redeemable preferred units
to temporary capital (Note 4)
    
    
    30,000
    
    
    
    (30,000
    )
    
    
    
    
    
    
    (30,000
    )Stock based compensation cost
    
    
    
    
    
    
    10,433
    
    
    
    
    
    
    
    10,433Other
    
    
    751
    
    
    
    1,256
    
    
    
    (1,152
    )
    
    
    104Effect of changes in ownership
    
    
    
    
    
    
    (1,279
    )
    
    
    1,279
    
    
    
    Change in accumulated other
comprehensive loss
    
    
    
    
    
    
    403
    
    
    
    204
    
    
    
    607Net income (loss)
    
    
    4,558
    
    
    
    (78,365
    )
    
    
    24,665
    
    
    
    (53,700
    )Balance, September 30, 2009
    
    $
    116,625
    
    
    $
    1,262,207
    
    
    $
    341,530
    
    
    $
    1,603,737
  Business Combinations
 Business Combinations  a replacement of FASB Statement No. 141
  8




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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; or
 3)
    
    give retroactive treatment to the acquisition costs January 1, 2009, by retroactively
adjusting prior periods to record acquisition costs in the prior periods in which they were
incurred.
  Participating Securities
 Determining
Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities
 Derivative Financial Instruments
     9




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Fair Value Measurements
  UnrealizedUnrealized
    
    
    gains (losses)Fair value at
    
    
    gains (losses)
    
    
    included in
    
    
    Fair value atDecember 31,
    
    
    included in
    
    
    partners
    
    
    September 30,2008
    
    
    earnings (1)(2)
    
    
    capital
    
    
    2009Level 2:Interest rate swaps (3)
    
    $
    (2,557
    )
    
    $
    (478
    )
    
    $
    607
    
    
    $
    (2,428
    )Level 3:Total rate of return swaps (4)
    
    
    (29,495
    )
    
    
    3,395
    
    
    
    
    
    
    
    (26,100
    )Changes in fair value of debt
instruments subject to total
rate of return swaps (5)
    
    
    29,495
    
    
    
    (3,395
    )
    
    
    
    
    
    
    26,100Total
    
    $
    (2,557
    )
    
    $
    (478
    )
    
    $
    607
    
    
    $
    (2,428
    )
 (1)
    
    Unrealized gains (losses) relate to periodic revaluations of fair value and have not
resulted from the settlement of a swap position.(2)
    
    Included in interest expense in the accompanying condensed consolidated statements of
income.(3)
    
    The fair value of interest rate swaps is estimated using an income approach with
primarily observable inputs including information regarding the hedged variable cash flows
and forward yield curves relating to the variable interest rates on which the hedged cash
flows are based.(4)
    
    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. We calculate the termination value, which we believe is
representative of the fair value, of total rate of return swaps 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.(5)
    
    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.  10




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Concentration of Credit Risk
   Use of Estimates
  Income Taxes
   11




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NOTE 3  Real Estate Dispositions
 Real Estate Dispositions (Discontinued Operations)
  September 30,
    
    
    December 31,2009
    
    
    2008Real estate, net
    
    $
    28,369
    
    
    $
    601,382Other assets
    
    
    1,389
    
    
    
    9,415Assets held for sale
    
    $
    29,758
    
    
    $
    610,797Property debt
    
    $
    47,874
    
    
    $
    432,461Other liabilities
    
    
    279
    
    
    
    9,117Liabilities related to assets held for sale
    
    $
    48,153
    
    
    $
    441,578
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Rental and other property revenues
    
    $
    11,177
    
    
    $
    82,477
    
    
    $
    68,227
    
    
    $
    319,282Property operating expenses
    
    
    (5,825
    )
    
    
    (40,100
    )
    
    
    (37,597
    )
    
    
    (157,847
    )Depreciation and amortization
    
    
    (2,448
    )
    
    
    (20,403
    )
    
    
    (18,698
    )
    
    
    (78,034
    )Provision for operating real estate
impairment losses
    
    
    (5,050
    )
    
    
    (3,429
    )
    
    
    (18,954
    )
    
    
    (9,965
    )Other expenses, net
    
    
    (1,355
    )
    
    
    (4,812
    )
    
    
    (5,743
    )
    
    
    (8,087
    )Operating (loss) income
    
    
    (3,501
    )
    
    
    13,733
    
    
    
    (12,765
    )
    
    
    65,349Interest income
    
    
    3
    
    
    
    534
    
    
    
    56
    
    
    
    1,320Interest expense
    
    
    (2,348
    )
    
    
    (15,739
    )
    
    
    (14,194
    )
    
    
    (59,531
    )(Loss) income before gain on
dispositions of real estate and income
tax
    
    
    (5,846
    )
    
    
    (1,472
    )
    
    
    (26,903
    )
    
    
    7,138Gain on extinguishment of debt
    
    
    259
    
    
    
    
    
    
    
    259
    
    
    
    Gain on dispositions of real estate
    
    
    70,890
    
    
    
    169,160
    
    
    
    133,431
    
    
    
    549,550Income tax benefit (expense)
    
    
    3,815
    
    
    
    (5,419
    )
    
    
    3,158
    
    
    
    (20,826
    )Income from discontinued operations, net
    
    $
    69,118
    
    
    $
    162,269
    
    
    $
    109,945
    
    
    $
    535,862Income from discontinued operations
attributable to:Noncontrolling interests in consolidated
real estate partnerships
    
    $
    (32,498
    )
    
    $
    (38,125
    )
    
    $
    (56,656
    )
    
    $
    (95,867
    )The Partnership
    
    $
    36,620
    
    
    $
    124,144
    
    
    $
    53,289
    
    
    $
    439,995
  12




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##### Table of Contents



Gain on Dispositions of Unconsolidated Real Estate and Other
   NOTE 4  Other Significant Transactions
 Restructuring Costs
      13




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##### Table of Contents



Amended Credit Facility
  Repurchases of Series A Community Reinvestment Act Perpetual Preferred Stock
     Sale of Interest in Group Purchasing Organization
  Casualty Loss Related to Tropical Storm Fay and Hurricane Ike
   14




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##### Table of Contents



Information Technology Hardware/Software Write-off
  Common Stock Repurchases
  NOTE 5 Commitments and Contingencies
 Commitments
    Tax Credit Arrangements
  Legal Matters
   15




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Limited Partnerships
  Environmental
   Mold
   16




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##### Table of Contents



NOTE 6  Earnings per Unit
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:(Loss) income from continuing operations
    
    $
    (78,468
    )
    
    $
    75,314
    
    
    $
    (159,087
    )
    
    $
    21,406Loss (income) from continuing operations attributable
to noncontrolling interests
    
    
    13,069
    
    
    
    (8,058
    )
    
    
    31,991
    
    
    
    (12,290
    )Income attributable to the Partnerships preferred
unitholders
    
    
    (14,731
    )
    
    
    (14,186
    )
    
    
    (42,189
    )
    
    
    (45,771
    )(Income) loss attributable to participating securities
    
    
    
    
    
    
    (285
    )
    
    
    
    
    
    
    993(Loss) income from continuing operations
attributable to the Partnerships common
unitholders
    
    $
    (80,130
    )
    
    $
    52,785
    
    
    $
    (169,285
    )
    
    $
    (35,662
    )Income from discontinued operations
    
    $
    69,118
    
    
    $
    162,269
    
    
    $
    109,945
    
    
    $
    535,862Income from discontinued operations attributable to
noncontrolling interests
    
    
    (32,498
    )
    
    
    (38,125
    )
    
    
    (56,656
    )
    
    
    (95,867
    )Income attributable to participating securities
    
    
    
    
    
    
    (1,440
    )
    
    
    
    
    
    
    (5,291
    )Income from discontinued operations
attributable to the Partnerships common
unitholders
    
    $
    36,620
    
    
    $
    122,704
    
    
    $
    53,289
    
    
    $
    434,704Net (loss) income
    
    $
    (9,350
    )
    
    $
    237,583
    
    
    $
    (49,142
    )
    
    $
    557,268Income attributable to noncontrolling interests
    
    
    (19,429
    )
    
    
    (46,183
    )
    
    
    (24,665
    )
    
    
    (108,157
    )Income attributable to the Partnerships preferred
unitholders
    
    
    (14,731
    )
    
    
    (14,186
    )
    
    
    (42,189
    )
    
    
    (45,771
    )Income attributable to participating securities
    
    
    
    
    
    
    (1,725
    )
    
    
    
    
    
    
    (4,298
    )Net (loss) income attributable to the
Partnerships common unitholders
    
    $
    (43,510
    )
    
    $
    175,489
    
    
    $
    (115,996
    )
    
    $
    399,042Denominator:Denominator for basic earnings per unit  weighted
average number of common units outstanding
    
    
    124,376
    
    
    
    127,701
    
    
    
    124,402
    
    
    
    132,792Effect of dilutive securities:Dilutive potential common units
    
    
    
    
    
    
    370
    
    
    
    
    
    
    
    Denominator for diluted earnings per unit
    
    
    124,376
    
    
    
    128,071
    
    
    
    124,402
    
    
    
    132,792Earnings (loss) per common unit:Basic and diluted earnings (loss) per common unit:(Loss) income from continuing operations attributable
to the Partnerships common unitholders
    
    $
    (0.64
    )
    
    $
    0.41
    
    
    $
    (1.36
    )
    
    $
    (0.27
    )Income from discontinued operations attributable to
the Partnerships common unitholders
    
    
    0.29
    
    
    
    0.96
    
    
    
    0.43
    
    
    
    3.28Net (loss) income attributable to the
Partnerships common unitholders
    
    $
    (0.35
    )
    
    $
    1.37
    
    
    $
    (0.93
    )
    
    $
    3.01
   17




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##### Table of Contents



NOTE 7  Recent Accounting Developments
 Amendments
to FASB Interpretation No. 46(R)
 NOTE 8  Business Segments
   Real Estate Segment
  Investment Management Segment
   18




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##### Table of Contents



CorporateNot AllocatedInvestment
    
    
    to SegmentsReal Estate
    
    
    Management
    
    
    and CertainSegment
    
    
    Segment
    
    
    Eliminations
    
    
    TotalThree Months Ended September 30, 2009:Rental and other property revenues
    
    $
    307,907
    
    
    $
    
    
    
    $
    
    
    
    $
    307,907Property management revenues, primarily from affiliates
    
    
    1,114
    
    
    
    
    
    
    
    
    
    
    
    1,114Asset management and tax credit revenues
    
    
    
    
    
    
    10,750
    
    
    
    (425
    )
    
    
    10,325Total revenues
    
    
    309,021
    
    
    
    10,750
    
    
    
    (425
    )
    
    
    319,346Property operating expenses
    
    
    146,608
    
    
    
    
    
    
    
    
    
    
    
    146,608Property management expenses
    
    
    510
    
    
    
    
    
    
    
    
    
    
    
    510Investment management expenses
    
    
    
    
    
    
    4,213
    
    
    
    
    
    
    
    4,213Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    122,362
    
    
    
    122,362Provision for operating real estate impairment losses (1)
    
    
    
    
    
    
    
    
    
    
    21,676
    
    
    
    21,676General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    15,676
    
    
    
    15,676Other expenses, net
    
    
    
    
    
    
    
    
    
    
    8,548
    
    
    
    8,548Total operating expenses
    
    
    147,118
    
    
    
    4,213
    
    
    
    168,262
    
    
    
    319,593Net operating income (loss)
    
    
    161,903
    
    
    
    6,537
    
    
    
    (168,687
    )
    
    
    (247
    )Other items included in continuing operations (2)
    
    
    
    
    
    
    (560
    )
    
    
    (77,661
    )
    
    
    (78,221
    )Income (loss) from continuing operations
    
    $
    161,903
    
    
    $
    5,977
    
    
    $
    (246,348
    )
    
    $
    (78,468
    )
 Investment
    
    
    CorporateReal Estate
    
    
    Management
    
    
    Not AllocatedSegment
    
    
    Segment
    
    
    to Segments
    
    
    TotalThree Months Ended September 30, 2008:Rental and other property revenues
    
    $
    310,563
    
    
    $
    
    
    
    $
    
    
    
    $
    310,563Property management revenues, primarily from affiliates
    
    
    1,227
    
    
    
    
    
    
    
    
    
    
    
    1,227Asset management and tax credit revenues
    
    
    
    
    
    
    32,755
    
    
    
    (131
    )
    
    
    32,624Total revenues
    
    
    311,790
    
    
    
    32,755
    
    
    
    (131
    )
    
    
    344,414Property operating expenses
    
    
    147,165
    
    
    
    
    
    
    
    
    
    
    
    147,165Property management expenses
    
    
    1,603
    
    
    
    
    
    
    
    
    
    
    
    1,603Investment management expenses
    
    
    
    
    
    
    7,850
    
    
    
    
    
    
    
    7,850Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    107,374
    
    
    
    107,374General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    27,383
    
    
    
    27,383Other expenses, net
    
    
    
    
    
    
    
    
    
    
    1,343
    
    
    
    1,343Total operating expenses
    
    
    148,768
    
    
    
    7,850
    
    
    
    136,100
    
    
    
    292,718Net operating income (loss)
    
    
    163,022
    
    
    
    24,905
    
    
    
    (136,231
    )
    
    
    51,696Other items included in continuing operations (2)
    
    
    
    
    
    
    2,752
    
    
    
    20,866
    
    
    
    23,618Income (loss) from continuing operations
    
    $
    163,022
    
    
    $
    27,657
    
    
    $
    (115,365
    )
    
    $
    75,314
  19




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##### Table of Contents



CorporateNot AllocatedInvestment
    
    
    to SegmentsReal Estate
    
    
    Management
    
    
    and CertainSegment
    
    
    Segment
    
    
    Eliminations
    
    TotalNine Months Ended September 30, 2009:Rental and other property revenues
    
    $
    925,363
    
    
    $
    
    
    
    $
    
    
    
    $
    925,363Property management revenues, primarily from
affiliates
    
    
    4,098
    
    
    
    
    
    
    
    
    
    
    
    4,098Asset management and tax credit revenues
    
    
    
    
    
    
    33,779
    
    
    
    (1,310
    )
    
    
    32,469Total revenues
    
    
    929,461
    
    
    
    33,779
    
    
    
    (1,310
    )
    
    
    961,930Property operating expenses
    
    
    426,258
    
    
    
    
    
    
    
    
    
    
    
    426,258Property management expenses
    
    
    2,415
    
    
    
    
    
    
    
    
    
    
    
    2,415Investment management expenses
    
    
    
    
    
    
    12,719
    
    
    
    
    
    
    
    12,719Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    355,680
    
    
    
    355,680Provision for operating real estate impairment
losses (1)
    
    
    
    
    
    
    
    
    
    
    24,666
    
    
    
    24,666General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    53,598
    
    
    
    53,598Other expenses, net
    
    
    
    
    
    
    
    
    
    
    14,567
    
    
    
    14,567Total operating expenses
    
    
    428,673
    
    
    
    12,719
    
    
    
    448,511
    
    
    
    889,903Net operating income (loss)
    
    
    500,788
    
    
    
    21,060
    
    
    
    (449,821
    )
    
    
    72,027Other items included in continuing operations (2)
    
    
    
    
    
    
    1,986
    
    
    
    (233,100
    )
    
    
    (231,114
    )Income (loss) from continuing operations
    
    $
    500,788
    
    
    $
    23,046
    
    
    $
    (682,921
    )
    
    $
    (159,087
    )
 Investment
    
    
    CorporateReal Estate
    
    
    Management
    
    
    Not AllocatedSegment
    
    
    Segment
    
    
    to Segments
    
    
    TotalNine Months Ended September 30, 2008:Rental and other property revenues
    
    $
    918,772
    
    
    $
    
    
    
    $
    
    
    
    $
    918,772Property management revenues, primarily from
affiliates
    
    
    4,746
    
    
    
    
    
    
    
    
    
    
    
    4,746Asset management and tax credit revenues
    
    
    
    
    
    
    83,782
    
    
    
    (131
    )
    
    
    83,651Total revenues
    
    
    923,518
    
    
    
    83,782
    
    
    
    (131
    )
    
    
    1,007,169Property operating expenses
    
    
    430,166
    
    
    
    
    
    
    
    
    
    
    
    430,166Property management expenses
    
    
    4,192
    
    
    
    
    
    
    
    
    
    
    
    4,192Investment management expenses
    
    
    
    
    
    
    18,044
    
    
    
    
    
    
    
    18,044Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    304,668
    
    
    
    304,668General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    75,754
    
    
    
    75,754Other expenses, net
    
    
    
    
    
    
    
    
    
    
    18,926
    
    
    
    18,926Total operating expenses
    
    
    434,358
    
    
    
    18,044
    
    
    
    399,348
    
    
    
    851,750Net operating income (loss)
    
    
    489,160
    
    
    
    65,738
    
    
    
    (399,479
    )
    
    
    155,419Other items included in continuing operations (2)
    
    
    
    
    
    
    (177
    )
    
    
    (133,836
    )
    
    
    (134,013
    )Income (loss) from continuing operations
    
    $
    489,160
    
    
    $
    65,561
    
    
    $
    (533,315
    )
    
    $
    21,406
 (1)
    
    Our chief operating decision maker assesses the performance of real estate using, among
other measures, net operating income, excluding depreciation and amortization and provision
for operating real estate impairment losses. 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) recovery of or provision for losses on
notes receivable; (iii) equity in losses of unconsolidated real estate partnerships; and (iv)
gain on dispositions of unconsolidated real estate and other.  September 30,
    
    
    December 31,2009
    
    
    2008Total assets for reportable segments (1)
    
    $
    8,259,619
    
    
    $
    9,073,541Corporate and other assets
    
    
    230,383
    
    
    
    383,180Total consolidated assets
    
    $
    8,490,002
    
    
    $
    9,456,721
 (1)
    
    Total assets for reportable segments substantially relate to the real estate segment.  20




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##### Table of Contents



ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward Looking Statements
 The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements in certain circumstances. Certain information included in this Report
contains or may contain information that is forward-looking, including, without limitation,
statements regarding the effect of 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 capital markets 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; 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; national and local economic conditions; the
terms of governmental regulations that affect us and interpretations of those regulations; the
competitive environment in which we operate; redevelopment risks, including failure of such
redevelopments to perform in accordance with projections; the timing of acquisitions and
dispositions; insurance risk; natural disasters and severe weather such as hurricanes; litigation,
including costs associated with prosecuting or defending claims and any adverse outcomes; energy
costs; 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 its ability to meet the various requirements imposed by the Internal Revenue
Code, through actual operating results, distribution levels and diversity of stock ownership.
Readers should carefully review our financial statements and the notes thereto, as well as the
section entitled Risk Factors describ in Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2008, and the other documents we file from time to time with the Securities and
Exchange Commission. As used herein and except as the context otherwise requires, we, our,
us and the Company refer to AIMCO Properties, L.P. (which we refer to as the Partnership) and
the Partnerships consolidated corporate subsidiaries and consolidated real estate partnerships,
collectively.
 Executive Overview
      21




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##### Table of Contents



Results of Operations
 Overview
 Three and nine months ended September 30, 2009 compared to September 30, 2008
    
    
    a decrease in income from discontinued operations, primarily related to the volume of
sales in 2008 and the related number of properties included in discontinued operations in
2008 as compared to 2009;
 
    
    a decrease in gain on dispositions of unconsolidated real estate and other, primarily
due to a large gain on the sale of an interest in an unconsolidated partnership in 2008;
 
    
    a decrease in asset management and tax credit revenues, primarily due to a reduction in
promote income, which is income earned in connection with the disposition of properties
owned by our consolidated joint ventures;
 22




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
    
    an increase in operating real estate impairment losses; and
 
    
    an increase in depreciation and amortization expense, primarily related to completed
redevelopments and capital expenditures.
  
    
    a decrease in earnings allocable to noncontrolling interests, primarily due to a
decrease in gains on sales in 2009 as compared to 2008; and
 
    
    a decrease in general and administrative expenses, primarily related to reductions in
personnel and related expenses from our organizational restructuring initiated during the
fourth quarter 2008.
   Business Segment Operating Results
  Real Estate Segment
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Real estate segment revenues:Rental and other property revenues
    
    $
    307,907
    
    
    $
    310,563
    
    
    $
    925,363
    
    
    $
    918,772Property management revenues,
primarily from affiliates
    
    
    1,114
    
    
    
    1,227
    
    
    
    4,098
    
    
    
    4,746309,021
    
    
    
    311,790
    
    
    
    929,461
    
    
    
    923,518Real estate segment expenses:Property operating expenses
    
    
    146,608
    
    
    
    147,165
    
    
    
    426,258
    
    
    
    430,166Property management expenses
    
    
    510
    
    
    
    1,603
    
    
    
    2,415
    
    
    
    4,192147,118
    
    
    
    148,768
    
    
    
    428,673
    
    
    
    434,358Real estate segment net operating
income
    
    $
    161,903
    
    
    $
    163,022
    
    
    $
    500,788
    
    
    $
    489,160
    23




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Investment Management Segment
    24




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##### Table of Contents



Three Months Ended,
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Asset management and tax credit revenues
    
    $
    10,750
    
    
    $
    32,755
    
    
    $
    33,779
    
    
    $
    83,782Investment management expenses
    
    
    4,213
    
    
    
    7,850
    
    
    
    12,719
    
    
    
    18,044Investment management segment net
operating income
    
    $
    6,537
    
    
    $
    24,905
    
    
    $
    21,060
    
    
    $
    65,738
   Other Operating Expenses (Income)
 Depreciation and Amortization
   Provision for Operating Real Estate Impairment Losses
   General and Administrative Expenses
     25




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Other Expenses, Net
    Interest Income
    Recovery of (Provision for) Losses on Notes Receivable
  Interest Expense
    26




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Equity in Losses of Unconsolidated Real Estate Partnerships
   Gain on Dispositions of Unconsolidated Real Estate and Other
    Income Tax Benefit
   Income from Discontinued Operations
   27




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Noncontrolling Interests in Consolidated Real Estate Partnerships
    28




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Critical Accounting Policies and Estimates
  Impairment of Long-Lived Assets
    
    
    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.
    29




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Notes Receivable and Interest Income Recognition
    Allowance for Losses on Notes Receivable
   Capitalized Costs
    30




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##### Table of Contents



Funds From Operations
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net (loss) income attributable to the Partnerships common
unitholders (1)
    
    $
    (43,510
    )
    
    $
    175,489
    
    
    $
    (115,996
    )
    
    $
    399,042Adjustments:Depreciation and amortization
    
    
    122,362
    
    
    
    107,374
    
    
    
    355,680
    
    
    
    304,668Depreciation and amortization related to non-real estate
assets
    
    
    (4,292
    )
    
    
    (3,879
    )
    
    
    (12,584
    )
    
    
    (12,499
    )Depreciation of rental property related to noncontrolling
partners and unconsolidated entities (2)
    
    
    (11,289
    )
    
    
    (13,569
    )
    
    
    (32,923
    )
    
    
    (23,155
    )Gain on dispositions of unconsolidated real estate and other
    
    
    (3,345
    )
    
    
    (99,954
    )
    
    
    (18,580
    )
    
    
    (100,118
    )Gain on dispositions of non-depreciable assets and
other
    
    
    3,195
    
    
    
    1,252
    
    
    
    6,330
    
    
    
    1,237Deficit distributions to noncontrolling partners (3)
    
    
    
    
    
    
    18,869
    
    
    
    
    
    
    
    23,795Discontinued operations:Gain on dispositions of real estate, net of noncontrolling
partners interest (2)
    
    
    (37,666
    )
    
    
    (128,289
    )
    
    
    (79,220
    )
    
    
    (443,590
    )Depreciation of rental property, net of noncontrolling
partners interest (2)
    
    
    2,020
    
    
    
    17,879
    
    
    
    16,126
    
    
    
    68,840Recovery of deficit distributions to noncontrolling
partners (3)
    
    
    
    
    
    
    (1,980
    )
    
    
    
    
    
    
    (9,139
    )Income tax (benefit) expense arising from disposals
    
    
    (3,181
    )
    
    
    4,027
    
    
    
    1,671
    
    
    
    21,091Preferred OP unit distributions
    
    
    14,731
    
    
    
    15,668
    
    
    
    43,838
    
    
    
    47,253Preferred OP unit redemption related gains
    
    
    
    
    
    
    (1,482
    )
    
    
    (1,649
    )
    
    
    (1,482
    )Amounts allocable to participating securities
    
    
    
    
    
    
    1,725
    
    
    
    
    
    
    
    4,298Funds From Operations
    
    $
    39,025
    
    
    $
    93,130
    
    
    $
    162,693
    
    
    $
    280,241Preferred OP unit distributions
    
    
    (14,731
    )
    
    
    (15,668
    )
    
    
    (43,838
    )
    
    
    (47,253
    )Preferred OP unit redemption related gains
    
    
    
    
    
    
    1,482
    
    
    
    1,649
    
    
    
    1,482Distributions on dilutive preferred securities
    
    
    
    
    
    
    1,758
    
    
    
    
    
    
    
    4,850Amounts allocable to participating securities
    
    
    (86
    )
    
    
    (600
    )
    
    
    (798
    )
    
    
    (2,266
    )Funds From Operations attributable to the Partnerships
common unitholders  diluted
    
    $
    24,208
    
    
    $
    80,102
    
    
    $
    119,706
    
    
    $
    237,054Weighted average number of common units, common
unit equivalents and dilutive preferred securities
outstanding (4):Common units and equivalents (5)
    
    
    124,388
    
    
    
    128,071
    
    
    
    124,407
    
    
    
    133,131Dilutive preferred securities
    
    
    
    
    
    
    3,303
    
    
    
    
    
    
    
    3,086Total
    
    
    124,388
    
    
    
    131,374
    
    
    
    124,407
    
    
    
    136,217
 Notes:(1)
    
    Represents the numerator for earnings per common unit, calculated in accordance with
GAAP (see Note 6 to the condensed consolidated financial statements in Item 1).(2)
    
    Noncontrolling partners refers to noncontrolling partners in our consolidated real
estate partnerships.  31




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##### Table of Contents



(3)
    
    Prior to our adoption of SFAS 160 (see Note 2 to the condensed consolidated financial
statements in Item 1), we recognized deficit distributions to noncontrolling partners as
charges in our income statement when cash was distributed to a noncontrolling partner in a
consolidated partnership in excess of the positive balance in such partners noncontrolling
interest balance. We recorded these charges for GAAP purposes even though there is no
economic effect or cost. Deficit distributions to noncontrolling partners occurred when
the fair value of the underlying real estate exceeded its depreciated net book value
because the underlying real estate had appreciated or maintained its value. As a result,
the recognition of expense for deficit distributions to noncontrolling partners
represented, in substance, either (a) our recognition of depreciation previously allocated
to the noncontrolling partner or (b) a payment related to the noncontrolling 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 added back deficit distributions and
subtracted related recoveries in our reconciliation of net income to FFO. Subsequent to
the adoption of SFAS 160, effective January 1, 2009, we may reduce the balance of
noncontrolling interests below zero in such situations and we are no longer required to
recognize such charges in our income statement.(4)
    
    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.(5)
    
    Represents the denominator for earnings per common unit  diluted, calculated in
accordance with GAAP, plus common unit equivalents that are dilutive for FFO. Liquidity and Capital Resources
      32




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Operating Activities
  Investing Activities
     33




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##### Table of Contents



Capital Expenditures
    PerOur Share of
    
    
    EffectiveExpenditures
    
    
    UnitCapital Replacements Detail:Building and grounds
    
    $
    24,689
    
    
    $
    252Turnover related
    
    
    23,503
    
    
    
    240Capitalized site payroll and indirect costs
    
    
    5,846
    
    
    
    60Our share of Capital Replacements
    
    $
    54,038
    
    
    $
    552Capital Replacements:Conventional
    
    $
    50,138
    
    
    $
    611Affordable
    
    
    3,900
    
    
    $
    243Our share of Capital Replacements
    
    
    54,038
    
    
    $
    552Capital Improvements:Conventional
    
    
    37,180
    
    
    $
    453Affordable
    
    
    3,618
    
    
    $
    225Our share of Capital Improvements
    
    
    40,798
    
    
    $
    416Casualties:Conventional
    
    
    10,735Affordable
    
    
    217Our share of casualties
    
    
    10,952Redevelopment:Conventional projects
    
    
    55,526Tax credit projects (1)
    
    
    41,851Our share of redevelopment
    
    
    97,377Our share of capital expenditures
    
    
    203,165Plus noncontrolling partners share of consolidated spending
    
    
    15,223Less our share of unconsolidated spending
    
    
    (497
    )Total capital expenditures per condensed consolidated
statement of cash flows
    
    $
    217,891
 (1)
    
    Redevelopment spending on tax credit projects is substantially funded from tax credit
investor contributions.  34




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##### Table of Contents



Financing Activities
  Mortgage Debt
   Fair Value Measurements
       35




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##### Table of Contents



Term Loan and Credit Facility
    Partners Capital Transactions
    Future Capital Needs
   36




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##### Table of Contents



ITEM 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
 ITEM 4.
    
    Controls and Procedures
 Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
   37




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1A.
    
    Risk Factors
  
 ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
 Unregistered Sales of Equity Securities.
 Repurchases of Equity Securities.
 Maximum NumberTotal Number of
    
    
    of Units thatTotal
    
    
    Average
    
    
    Units Purchased
    
    
    May Yet BeNumber
    
    
    Price
    
    
    as Part of Publicly
    
    
    Purchased Underof Units
    
    
    Paid
    
    
    Announced Plans
    
    
    the Plans orPeriod
    
    Purchased
    
    
    per Unit
    
    
    or Programs (1)
    
    
    Programs (2)July 1  July 31, 2009
    
    
    6,947
    
    
    $
    9.47
    
    
    
    N/A
    
    
    
    N/AAugust 1  August 31, 2009
    
    
    238
    
    
    $
    9.91
    
    
    
    N/A
    
    
    
    N/ASeptember 1  September
30, 2009
    
    
    2,027
    
    
    $
    11.63
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    9,212
    
    
    $
    9.96
 (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
shares of its Class A Common Stock, it is expected that Aimco will fund the repurchase with
proceeds from 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)
    
    Aimcos board of directors has, from time to time, authorized Aimco to repurchase shares
of Class A Common Stock. As of September 30, 2009, Aimco was authorized to repurchase
approximately 19.3 million additional shares. This authorization has no expiration date.
These repurchases may be made from time to time in the open market or in privately
negotiated transactions. Distribution Payments.
  38




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##### Table of Contents



ITEM 6.
    
    Exhibits
  EXHIBIT NO. (1)10.1
    
    
    Seventh Amendment to Senior Secured Credit Agreement, dated as of
August 4, 2009, 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 and the
lenders party thereto (Exhibit 10.1 to Aimcos Current Report on Form
8-K, filed on August 6, 2009, is incorporated herein by this
reference)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 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    
    Agreement Regarding Disclosure of Long-Term Debt Instruments
 (1)
    
    Schedules and supplemental materials to the exhibits have been omitted but will be
provided to
the Securities and Exchange Commission upon request.  39




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##### Table of Contents



SIGNATURES
  AIMCO PROPERTIES, L.P.By:
    AIMCO-GP, Inc., its general partnerBy:
    /s/ DAVID ROBERTSONDavid RobertsonPresident, Chief Investment Officer
and Chief Financial Officer
(duly authorized officer and
principal financial officer)By:
    /s/ PAUL BELDINPaul BeldinSenior Vice President and
Chief Accounting Officer   40




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##### Table of Contents



Exhibit Index
 EXHIBIT NO. (1)10.1
    
    
    Seventh Amendment to Senior Secured Credit Agreement, dated as of
August 4, 2009, 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 and the
lenders party thereto (Exhibit 10.1 to Aimcos Current Report on Form
8-K, filed on August 6, 2009, is incorporated herein by this
reference)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 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    
    Agreement Regarding Disclosure of Long-Term Debt Instruments
 (1)
    
    Schedules and supplemental materials to the exhibits have been omitted but will be
provided to
the Securities and Exchange Commission upon request.  41