##### 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 March 31, 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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ




---



##### 



AIMCO PROPERTIES, L.P.
 TABLE OF CONTENTS
 FORM 10-Q
 PagePART I. FINANCIAL INFORMATIONITEM 1.Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008
(Unaudited)
    
    
    2Condensed Consolidated Statements of Income for the Three Months Ended March 31,
2009 and 2008 (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31,
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
    
    
    18ITEM 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    31ITEM 4.Controls and Procedures
    
    
    31PART II. OTHER INFORMATIONITEM 1A.Risk Factors
    
    
    32ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32ITEM 5.Other Information
    
    
    32ITEM 6.Exhibits
    
    
    33Signatures
    
    
    34Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSReal estate:Buildings and improvements
    
    $
    8,568,442
    
    
    $
    8,520,382Land
    
    
    2,337,853
    
    
    
    2,326,671Total real estate
    
    
    10,906,295
    
    
    
    10,847,053Less accumulated depreciation
    
    
    (2,883,405
    )
    
    
    (2,770,626
    )Net real estate
    
    
    8,022,890
    
    
    
    8,076,427Cash and cash equivalents
    
    
    93,233
    
    
    
    299,676Restricted cash
    
    
    265,639
    
    
    
    258,156Accounts receivable, net
    
    
    80,689
    
    
    
    92,923Accounts receivable from affiliates, net
    
    
    32,833
    
    
    
    36,372Deferred financing costs, net
    
    
    58,388
    
    
    
    59,070Notes receivable from unconsolidated real estate partnerships, net
    
    
    24,267
    
    
    
    22,567Notes receivable from non-affiliates, net
    
    
    139,949
    
    
    
    139,897Notes receivable from Aimco
    
    
    15,753
    
    
    
    15,551Investment in unconsolidated real estate partnerships
    
    
    120,191
    
    
    
    117,905Other assets
    
    
    199,129
    
    
    
    188,690Deferred income tax assets, net
    
    
    27,052
    
    
    
    28,326Assets held for sale
    
    
    17,258
    
    
    
    94,157Total assets
    
    $
    9,097,271
    
    
    $
    9,429,717LIABILITIES AND PARTNERS CAPITALProperty tax-exempt bond financing
    
    $
    720,722
    
    
    $
    721,971Property loans payable
    
    
    5,558,506
    
    
    
    5,545,893Term loans
    
    
    350,000
    
    
    
    400,000Credit facility
    
    
    15,000
    
    
    
    Other borrowings
    
    
    90,941
    
    
    
    95,981Total indebtedness
    
    
    6,735,169
    
    
    
    6,763,845Accounts payable
    
    
    32,902
    
    
    
    64,241Accrued liabilities and other
    
    
    291,081
    
    
    
    411,209Deferred income
    
    
    184,796
    
    
    
    195,202Security deposits
    
    
    42,774
    
    
    
    43,088Liabilities related to assets held for sale
    
    
    5,176
    
    
    
    70,599Total liabilities
    
    
    7,291,898
    
    
    
    7,548,184Redeemable preferred units
    
    
    87,247
    
    
    
    88,148Commitments and contingencies (Note 5)Partners capital:Preferred units
    
    
    696,500
    
    
    
    696,500General Partner and Special Limited Partner
    
    
    704,058
    
    
    
    694,805Limited Partners
    
    
    38,349
    
    
    
    82,271High Performance Units
    
    
    (40,446
    )
    
    
    (39,687
    )Investment in Aimco Class A Common Stock
    
    
    (4,789
    )
    
    
    (5,109
    )Partners capital attributable to the Partnership
    
    
    1,393,672
    
    
    
    1,428,780Noncontrolling interests in consolidated real estate partnerships
    
    
    324,454
    
    
    
    364,605Total partners capital
    
    
    1,718,126
    
    
    
    1,793,385Total liabilities and partners capital
    
    $
    9,097,271
    
    
    $
    9,429,717
   2




---



##### Table of Contents



AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per unit data)
(Unaudited)
 Three MonthsEnded March 31,2009
    
    
    2008REVENUES:Rental and other property revenues
    
    $
    338,093
    
    
    $
    332,892Property management revenues, primarily from affiliates
    
    
    1,644
    
    
    
    2,104Asset management and tax credit revenues
    
    
    9,539
    
    
    
    12,852Total revenues
    
    
    349,276
    
    
    
    347,848OPERATING EXPENSES:Property operating expenses
    
    
    156,489
    
    
    
    161,764Property management expenses
    
    
    1,433
    
    
    
    1,335Investment management expenses
    
    
    3,789
    
    
    
    4,387Depreciation and amortization
    
    
    123,215
    
    
    
    103,500General and administrative expenses
    
    
    20,072
    
    
    
    21,366Other expenses, net
    
    
    2,292
    
    
    
    5,751Total operating expenses
    
    
    307,290
    
    
    
    298,103Operating income
    
    
    41,986
    
    
    
    49,745Interest income
    
    
    3,543
    
    
    
    8,311Provision for losses on notes receivable, net
    
    
    (150
    )
    
    
    (223
    )Interest expense
    
    
    (91,511
    )
    
    
    (91,533
    )Equity losses of unconsolidated real estate partnerships
    
    
    (2,040
    )
    
    
    (1,029
    )Provision for operating real estate impairment losses
    
    
    (1,760
    )
    
    
    Gain (loss) on dispositions of unconsolidated real estate and other
    
    
    10,862
    
    
    
    (137
    )Loss before income taxes and discontinued operations
    
    
    (39,070
    )
    
    
    (34,866
    )Income tax benefit
    
    
    3,016
    
    
    
    1,772Loss from continuing operations
    
    
    (36,054
    )
    
    
    (33,094
    )Income from discontinued operations, net
    
    
    3,688
    
    
    
    8,159Net loss
    
    
    (32,366
    )
    
    
    (24,935
    )Noncontrolling interests:Net loss (income) attributable to noncontrolling interests in consolidated real
estate partnerships
    
    
    6,281
    
    
    
    (1,842
    )Net loss attributable to the Partnership
    
    
    (26,085
    )
    
    
    (26,777
    )Net income attributable to the Partnerships preferred unitholders
    
    
    14,235
    
    
    
    15,990Net loss attributable to the Partnerships common unitholders
    
    $
    (40,320
    )
    
    $
    (42,767
    )Earnings (loss) attributable to the Partnership per common unit  basic and 
diluted (Note 6):Loss from continuing operations attributable to the Partnership (net of income
attributable to the Partnerships preferred unitholders)
    
    $
    (0.32
    )
    
    $
    (0.34
    )Income from discontinued operations attributable to the Partnership
    
    
    
    
    
    
    0.03Net loss attributable to the Partnerships common unitholders
    
    $
    (0.32
    )
    
    $
    (0.31
    )Weighted average common units outstanding, basic and diluted
    
    
    124,498
    
    
    
    137,631Distributions declared per common unit
    
    $
    0.00
    
    
    $
    0.00
   3




---



##### Table of Contents



AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three MonthsEnded March 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (32,366
    )
    
    $
    (24,935
    )Adjustments to reconcile net loss to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    123,215
    
    
    
    103,500(Gain) loss on dispositions of unconsolidated real estate and other
    
    
    (10,862
    )
    
    
    137Discontinued operations
    
    
    (8,153
    )
    
    
    20,458Other adjustments
    
    
    10,126
    
    
    
    9,249Net changes in operating assets and operating liabilities
    
    
    (99,734
    )
    
    
    (49,922
    )Net cash (used in) provided by operating activities
    
    
    (17,774
    )
    
    
    58,487CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (68,370
    )
    
    
    (150,823
    )Proceeds from dispositions of real estate
    
    
    53,630
    
    
    
    33,351Purchases of partnership interests and other assets
    
    
    (1,350
    )
    
    
    (8,413
    )Originations of notes receivable from unconsolidated real estate partnerships
    
    
    (3,146
    )
    
    
    (3,497
    )Proceeds from repayment of notes receivable
    
    
    1,468
    
    
    
    4,880Distributions received from Aimco
    
    
    320
    
    
    
    232Other investing activities
    
    
    8,869
    
    
    
    10,968Net cash used in investing activities
    
    
    (8,579
    )
    
    
    (113,302
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from property loans
    
    
    173,149
    
    
    
    213,321Principal repayments on property loans
    
    
    (187,926
    )
    
    
    (136,197
    )Proceeds from tax-exempt bond financing
    
    
    
    
    
    
    21,200Principal repayments on tax-exempt bond financing
    
    
    (4,319
    )
    
    
    (1,228
    )Payments on term loans
    
    
    (50,000
    )
    
    
    Net borrowings on revolving credit facility
    
    
    15,000
    
    
    
    218,800Repurchases of common OP units
    
    
    
    
    
    
    (199,370
    )Payment of distributions to General Partner and Special Limited Partner
    
    
    (60,703
    )
    
    
    (54,887
    )Payment of distributions to Limited Partners
    
    
    (14,850
    )
    
    
    (18,021
    )Payment of distributions to High Performance Units
    
    
    (4,877
    )
    
    
    (5,972
    )Payment of distributions to preferred units
    
    
    (15,028
    )
    
    
    (16,131
    )Payment of distributions to noncontrolling interests
    
    
    (36,562
    )
    
    
    (20,638
    )Other financing activities
    
    
    6,026
    
    
    
    6,560Net cash (used in) provided by financing activities
    
    
    (180,090
    )
    
    
    7,437NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (206,443
    )
    
    
    (47,378
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    299,676
    
    
    
    210,461CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    93,233
    
    
    $
    163,083
   4




---



##### Table of Contents



AIMCO PROPERTIES, L.P.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009
(Unaudited)
 NOTE 1  Organization
     
    
    owned an equity interest in and consolidated 115,723 units in 504 properties (which we
refer to as consolidated properties), of which 113,102 units were also managed by us;
    
    owned an equity interest in and did not consolidate 9,431 units in 84 properties (which
we refer to as unconsolidated properties), of which 4,364 units were also managed by us;
and
    
    provided services for or managed 34,964 units in 388 properties, primarily pursuant to
long-term agreements (including 32,501 units in 361 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




---



##### Table of Contents



NOTE 2  Basis of Presentation
    Principles of Consolidation
    Variable Interest Entities
 Consolidation of Variable Interest Entities
   6




---



##### Table of Contents



Adoption of SFAS 160
 Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51
   Loss from continuing operations attributable to the Partnership
(net of income attributable to the Partnerships preferred
unitholders)
    
    $
    (62,889
    )Loss from discontinued operations attributable to the Partnership
    
    
    (892
    )Net loss attributable to the Partnerships common unitholders
    
    $
    (63,781
    )Basic and diluted earnings (loss) per common unit:Loss from continuing operations attributable to the Partnership
(net of income attributable to the Partnerships preferred
unitholders)
    
    $
    (0.50
    )Loss from discontinued operations attributable to the Partnership
    
    
    (0.01
    )Net loss attributable to the Partnerships common unitholders
    
    $
    (0.51
    )
  7




---



##### Table of Contents



Partners CapitalNoncontrollinginterests inPartners capital
    
    
    consolidatedRedeemable
    
    
    attributable to the
    
    
    real estate
    
    
    Total partnerspreferred units
    
    
    Partnership
    
    
    partnerships
    
    
    capitalBalance, December 31, 2008
    
    $
    88,148
    
    
    $
    1,428,780
    
    
    $
    364,605
    
    
    $
    1,793,385Contributions
    
    
    
    
    
    
    
    
    
    
    3,035
    
    
    
    3,035Distributions
    
    
    (955
    )
    
    
    (13,166
    )
    
    
    (36,564
    )
    
    
    (49,730
    )Repurchases of units
    
    
    (1,015
    )
    
    
    (36
    )
    
    
    
    
    
    
    (36
    )Amortization of stock based
compensation cost
    
    
    
    
    
    
    3,284
    
    
    
    
    
    
    
    3,284Other
    
    
    
    
    
    
    1,282
    
    
    
    
    
    
    
    1,282Effect of changes in ownership
    
    
    
    
    
    
    470
    
    
    
    (470
    )
    
    
    Change in other comprehensive income
    
    
    
    
    
    
    212
    
    
    
    129
    
    
    
    341Net income (loss)
    
    
    1,069
    
    
    
    (27,154
    )
    
    
    (6,281
    )
    
    
    (33,435
    )Balance, March 31, 2009
    
    $
    87,247
    
    
    $
    1,393,672
    
    
    $
    324,454
    
    
    $
    1,718,126
 Classification and Measurement of
Redeemable Securities
 Adoption of SFAS 141(R)
 Business Combinations  a replacement of FASB Statement No. 141
  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); or3)
    
    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.
   8




---



##### Table of Contents



Adoption of FSP EITF 03-6-1
 Determining Whether Instruments Granted in
Share-Based Payment Transactions are Participating Securities
 Adoption of SFAS 161
 Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement
No. 133 Accounting for Derivative Instruments and
Hedging Activities
 Derivative Financial Instruments
  Accounting for Derivative
Instruments and Hedging Activities
    9




---



##### Table of Contents



Fair Value Measurements
 Fair Value
Measurements
 Fair Value Measurements
 Unrealized
    
    
    Realized gainsFair value at
    
    
    gains (losses)
    
    
    (losses)
    
    
    Fair value atDecember 31,
    
    
    included in
    
    
    included in
    
    
    March 31,2008
    
    
    earnings (1)
    
    
    earnings (2)
    
    
    2009Total rate of
return swaps (3)
    
    $
    (29,495
    )
    
    $
    783
    (4)
    
    $
    
    
    
    $
    (28,712
    )Changes in fair
value of debt
instruments subject
to total rate of
return swaps (5)
    
    
    29,495
    
    
    
    (783
    )(4)
    
    
    
    
    
    
    28,712Total
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 (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.(3)
    
    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.(4)
    
    Included in interest expense in the accompanying condensed consolidated statements of
income.(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




---



##### Table of Contents



Use of Estimates
  Income Taxes
  NOTE 3  Real Estate Dispositions
 Real Estate Dispositions (Discontinued Operations)
  March 31,
    
    
    December 31,2009
    
    
    2008Real estate, net
    
    $
    16,884
    
    
    $
    92,023Other assets
    
    
    374
    
    
    
    2,134Assets held for sale
    
    $
    17,258
    
    
    $
    94,157Property debt
    
    $
    5,023
    
    
    $
    65,285Other liabilities
    
    
    153
    
    
    
    5,314Liabilities related to assets held for sale
    
    $
    5,176
    
    
    $
    70,599
   11




---



##### Table of Contents



Three Months EndedMarch 31,2009
    
    
    2008Rental and other property revenues
    
    $
    1,840
    
    
    $
    91,724Property operating expenses
    
    
    (3,998
    )
    
    
    (46,126
    )Depreciation and amortization
    
    
    (379
    )
    
    
    (24,930
    )Other expenses, net
    
    
    (1,096
    )
    
    
    (644
    )Operating (loss) income
    
    
    (3,633
    )
    
    
    20,024Interest income
    
    
    19
    
    
    
    526Interest expense
    
    
    (1,230
    )
    
    
    (16,863
    )(Loss) income before gain on dispositions of real estate,
impairment recoveries and income tax
    
    
    (4,844
    )
    
    
    3,687Gain on dispositions of real estate
    
    
    4,550
    
    
    
    4,239Real estate impairment recoveries, net
    
    
    4,613
    
    
    
    Income tax (expense) benefit
    
    
    (631
    )
    
    
    233Income from discontinued operations
    
    $
    3,688
    
    
    $
    8,159Income from discontinued operations attributable to:Noncontrolling interests in consolidated real estate partnerships
    
    $
    (3,662
    )
    
    $
    (3,635
    )The Partnership
    
    $
    26
    
    
    $
    4,524
  Gain (Loss) on Dispositions of Unconsolidated Real Estate and Other
  NOTE 4  Other Significant Transactions
 Restructuring Costs
    12




---



##### Table of Contents



Common Stock Repurchases
  NOTE 5 Commitments and Contingencies
 Commitments
    Tax Credit Arrangements
  Legal Matters
  Limited Partnerships
   13




---



##### Table of Contents



Environmental
  Conditional
Asset Retirement Obligations
 Mold
   14




---



##### Table of Contents



NOTE 6  Earnings per Unit
  Three Months EndedMarch 31,2009
    
    
    2008Numerator:Loss from continuing operations
    
    $
    (36,054
    )
    
    $
    (33,094
    )Add: loss from continuing operations attributable to noncontrolling interests
    
    
    9,943
    
    
    
    1,793Less: net income attributable to the Partnerships preferred unitholders
    
    
    (14,235
    )
    
    
    (15,990
    )Numerator for basic and diluted earnings per unit:Loss from continuing operations attributable to the Partnership (net of income
attributable to preferred unitholders)
    
    $
    (40,346
    )
    
    $
    (47,291
    )Income from discontinued operations
    
    $
    3,688
    
    
    $
    8,159Less: income from discontinued operations attributable to noncontrolling interests
    
    
    (3,662
    )
    
    
    (3,635
    )Income from discontinued operations attributable to the Partnership
    
    $
    26
    
    
    $
    4,524Net loss
    
    $
    (32,366
    )
    
    $
    (24,935
    )Add: net loss (income) attributable to noncontrolling interests
    
    
    6,281
    
    
    
    (1,842
    )Less: net income attributable to the Partnerships preferred unitholders
    
    
    (14,235
    )
    
    
    (15,990
    )Numerator for basic and diluted earnings per unit:Net loss attributable to the Partnerships common unitholders
    
    $
    (40,320
    )
    
    $
    (42,767
    )Denominator:Denominator for basic earnings per unit  weighted average number of common units
outstanding
    
    
    124,498
    
    
    
    137,631Effect of dilutive securities:Dilutive potential common units
    
    
    
    
    
    
    Denominator for diluted earnings per unit
    
    
    124,498
    
    
    
    137,631Earnings (loss) per common unit:Basic and diluted earnings (loss) per common unit:Loss from continuing operations attributable to the Partnership (net of income
attributable to preferred unitholders)
    
    $
    (0.32
    )
    
    $
    (0.34
    )Income from discontinued operations attributable to the Partnership
    
    
    
    
    
    
    0.03Net loss attributable to the Partnerships common unitholders
    
    $
    (0.32
    )
    
    $
    (0.31
    )
   NOTE 7  Recent Accounting Developments
 Interim Disclosures about Fair
Value of Financial Instruments Disclosures about Fair Value of Financial Instruments, Interim Financial Reporting
  15




---



##### Table of Contents



NOTE 8  Business Segments
 Disclosures about Segments of an
Enterprise and Related Information
  Real Estate Segment
  Investment Management Segment
   CorporateNot AllocatedInvestment
    
    
    to SegmentsReal Estate
    
    
    Management
    
    
    and CertainSegment
    
    
    Segment
    
    
    Eliminations
    
    
    TotalThree Months Ended March 31, 2009:Rental and other property revenues
    
    $
    338,093
    
    
    $
    
    
    
    $
    
    
    
    $
    338,093Property management revenues, primarily
from affiliates
    
    
    1,644
    
    
    
    
    
    
    
    
    
    
    
    1,644Asset management and tax credit revenues
    
    
    
    
    
    
    9,938
    
    
    
    (399
    )
    
    
    9,539Total revenues
    
    
    339,737
    
    
    
    9,938
    
    
    
    (399
    )
    
    
    349,276Property operating expenses
    
    
    156,489
    
    
    
    
    
    
    
    
    
    
    
    156,489Property management expenses
    
    
    1,433
    
    
    
    
    
    
    
    
    
    
    
    1,433Investment management expenses
    
    
    
    
    
    
    3,789
    
    
    
    
    
    
    
    3,789Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    123,215
    
    
    
    123,215General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    20,072
    
    
    
    20,072Other expenses, net
    
    
    
    
    
    
    
    
    
    
    2,292
    
    
    
    2,292Total operating expenses
    
    
    157,922
    
    
    
    3,789
    
    
    
    145,579
    
    
    
    307,290Net operating income (loss)
    
    
    181,815
    
    
    
    6,149
    
    
    
    (145,978
    )
    
    
    41,986Other items included in continuing
operations (2)
    
    
    
    
    
    
    796
    
    
    
    (78,836
    )
    
    
    (78,040
    )Income (loss) from continuing operations
    
    $
    181,815
    
    
    $
    6,945
    
    
    $
    (224,814
    )
    
    $
    (36,054
    )
  16




---



##### Table of Contents



CorporateNot AllocatedInvestment
    
    
    to SegmentsReal Estate
    
    
    Management
    
    
    and CertainSegment
    
    
    Segment
    
    
    Eliminations
    
    
    TotalThree Months Ended March 31, 2008:Rental and other property revenues
    
    $
    332,892
    
    
    $
    
    
    
    $
    
    
    
    $
    332,892Property management revenues, primarily
from affiliates
    
    
    2,104
    
    
    
    
    
    
    
    
    
    
    
    2,104Asset management and tax credit revenues
    
    
    
    
    
    
    12,852
    
    
    
    
    
    
    
    12,852Total revenues
    
    
    334,996
    
    
    
    12,852
    
    
    
    
    
    
    
    347,848Property operating expenses
    
    
    161,764
    
    
    
    
    
    
    
    
    
    
    
    161,764Property management expenses
    
    
    1,335
    
    
    
    
    
    
    
    
    
    
    
    1,335Investment management expenses
    
    
    
    
    
    
    4,387
    
    
    
    
    
    
    
    4,387Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    103,500
    
    
    
    103,500General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    21,366
    
    
    
    21,366Other expenses, net
    
    
    
    
    
    
    
    
    
    
    5,751
    
    
    
    5,751Total operating expenses
    
    
    163,099
    
    
    
    4,387
    
    
    
    130,617
    
    
    
    298,103Net operating income (loss)
    
    
    171,897
    
    
    
    8,465
    
    
    
    (130,617
    )
    
    
    49,745Other items included in continuing
operations (2)
    
    
    
    
    
    
    522
    
    
    
    (83,361
    )
    
    
    (82,839
    )Income (loss) from continuing operations
    
    $
    171,897
    
    
    $
    8,987
    
    
    $
    (213,978
    )
    
    $
    (33,094
    )
 (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) provision for losses on
notes receivable and provision for operating real estate impairment losses; (iii) equity in
losses of unconsolidated real estate partnerships; and (iv) gain (loss) on dispositions of
unconsolidated real estate and other. NOTE 9  Subsequent Events On May 1, 2009, we entered into a Sixth Amendment to our Amended and Restated Senior Secured Credit Agreement with
a syndicate of financial institutions, which we refer to as the Credit Agreement. The Sixth Amendment provides for a
reduction in the aggregate amount of commitments and loans under the Credit Agreement from $985.0 million, comprised of
a $350.0 million term loan and $635.0 million of revolving loan commitments to $530.0 million, comprised of a $350.0
million term loan and $180.0 million of revolving loan commitments. Pursuant to the Sixth Amendment, our revolving
credit facility matures May 1, 2011, and may be extended for an additional year, subject to certain conditions,
including payment of a 45.0 basis point fee on the total revolving commitments and repayment of the entire $350.0
million term loan by February 1, 2011.  17




---



##### 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 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 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
    For the remainder of 2009, we are focused on: property operations; upgrading the quality of our portfolio through
portfolio management; and strengthening our balance sheet.
  18




---



##### Table of Contents



Given the challenging market conditions,
we remain focused on retaining our existing residents and maintaining
tight expense control.
 Our portfolio management strategy includes property dispositions and acquisitions aimed at concentrating our
portfolio in our target markets, which are the largest 20 U.S. markets as measured by the total market value of
institutional-grade apartment properties in a particular market (total market capitalization). We continue to increase
our allocation of capital to well located properties within our target markets and are currently marketing for sale
approximately $2.0 billion of conventional and affordable assets located primarily outside these target markets. We also continue to focus on maintaining a sound balance sheet with balanced sources and uses of cash, ample
liquidity and coverage ratios adequate to satisfy bank debt covenants. We are financed primarily with long-term,
non-recourse property debt, which represented 84% of our leverage at March 31, 2009, with a weighted average maturity
of 9.6 years. Approximately 11% of our leverage at March 31, 2009, is perpetual preferred equity. In order to limit
refunding risk, during 2009 we intend to refinance 26 property loans totaling $434.2 million that mature during the
balance of 2009 through 2011. The remaining balance of property debt maturities through 2011 totals $99.9 million and
is related to four loans, all of which mature in 2011. In addition, net cash proceeds from asset sales are expected to
be used first to reduce our $350.0 million bank term debt that matures in the first quarter 2011 and to increase cash
reserves. We expect the financial and economic conditions for the remainder of 2009 to continue to be very difficult and we
will continue to evaluate our activities and organizational structure, and intend to adjust as necessary.  Results of Operations
 Overview
 Three months ended March 31, 2009 compared to March 31, 2008
  
    
    an increase in gain on dispositions of unconsolidated real estate and other, primarily
related to additional proceeds received in 2009 related to our disposition during 2008 of
an interest in an unconsolidated real estate partnership;
    
    a favorable change in the effect on our earnings of noncontrolling interests in
consolidated real estate partnerships; and
    
    an increase in net operating income associated with property operations, primarily
related to completed redevelopments and a decrease in casualty losses relative to 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 relative to 2009;
    
    an increase in depreciation and amortization expense, primarily related to completed
redevelopments and capital expenditures; and
    
    a decrease in interest income, primarily related to lower cash balances and interest
rates.
  Business Segment Operating Results
 Disclosures About Segments of an Enterprise and Related
Information,
  19




---



##### Table of Contents



Real Estate Segment
   Three Months Ended March 31,2009
    
    
    2008Real estate segment revenues:Rental and other property revenues
    
    $
    338,093
    
    
    $
    332,892Property management revenues, primarily from
affiliates
    
    
    1,644
    
    
    
    2,104339,737
    
    
    
    334,996Real estate segment expenses:Property operating expenses
    
    
    156,489
    
    
    
    161,764Property management expenses
    
    
    1,433
    
    
    
    1,335157,922
    
    
    
    163,099Real estate segment net operating income
    
    $
    181,815
    
    
    $
    171,897
 Consolidated Conventional Same Store Property Operating Results
  Three Months Ended March 31,2009
    
    
    2008
    
    
    ChangeConsolidated same store revenues
    
    $
    212,093
    
    
    $
    213,761
    
    
    
    -0.8
    %Consolidated same store expenses
    
    
    83,890
    
    
    
    85,556
    
    
    
    -1.9
    %Same store net operating income
    
    
    128,203
    
    
    
    128,205
    
    
    
    Reconciling items (1)
    
    
    53,612
    
    
    
    43,692
    
    
    
    22.7
    %Real estate segment net operating income
    
    $
    181,815
    
    
    $
    171,897
    
    
    
    5.8
    %Same store operating statistics:Properties
    
    
    225
    
    
    
    225
    
    
    
    Apartment units
    
    
    71,198
    
    
    
    71,198
    
    
    
    Average physical occupancy
    
    
    93.6
    %
    
    
    94.9
    %
    
    
    -1.4
    %Average rent/unit/month
    
    $
    968
    
    
    $
    967
    
    
    
    0.1
    %
 (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.    20




---



##### Table of Contents



Investment Management Segment
    Three Months Ended March 31,2009
    
    
    2008Asset management and tax credit revenues
    
    $
    9,539
    
    
    $
    12,852Investment management expenses
    
    
    3,789
    
    
    
    4,387Investment segment net operating income
(1)
    
    $
    5,750
    
    
    $
    8,465
 (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; gain (loss) on dispositions
of unconsolidated real estate and other; and noncontrolling interests
in consolidated real estate partnerships.  Other Operating Expenses (Income)
 Depreciation and Amortization
  General and Administrative Expenses
   21




---



##### Table of Contents



Other Expenses, Net
   Interest Income
   Interest Expense
  Provision for Operating Real Estate Impairment Losses
   Gain on Dispositions of Unconsolidated Real Estate and Other
    22




---



##### Table of Contents



Income Tax Benefit
   Income from Discontinued Operations
     Noncontrolling Interests in Consolidated Real Estate Partnerships
    23




---



##### Table of Contents



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.
  Notes Receivable and Interest Income Recognition
    24




---



##### Table of Contents



Allowance for Losses on Notes Receivable
   Capitalized Costs
   Funds From Operations
   25




---



##### Table of Contents



Three Months EndedMarch 31,2009
    
    
    2008Net loss attributable to the Partnerships common unitholders (1)
    
    $
    (40,320
    )
    
    $
    (42,767
    )Adjustments:Depreciation and amortization
    
    
    123,215
    
    
    
    103,500Depreciation and amortization related to non-real estate assets
    
    
    (4,393
    )
    
    
    (3,817
    )Depreciation of rental property related to noncontrolling partners
and unconsolidated entities (2)
    
    
    (12,280
    )
    
    
    (8,697
    )(Gain) loss on dispositions of unconsolidated real estate and other
    
    
    (10,862
    )
    
    
    137Loss (gain) on dispositions of non-depreciable assets and other
    
    
    682
    
    
    
    (16
    )Deficit distributions to noncontrolling partners (3)
    
    
    
    
    
    
    3,931Discontinued operations:Loss (gain) on dispositions of real estate, net of noncontrolling
partners interest (2)
    
    
    76
    
    
    
    (1,436
    )Depreciation of rental property, net of noncontrolling partners
interest (2)
    
    
    269
    
    
    
    22,154Recovery of deficit distributions to noncontrolling partners (3)
    
    
    
    
    
    
    273Income tax expense (benefit) arising from disposals
    
    
    215
    
    
    
    (86
    )Preferred OP unit distributions
    
    
    14,235
    
    
    
    15,990Funds From Operations
    
    $
    70,837
    
    
    $
    89,166Preferred OP unit distributions
    
    
    (14,235
    )
    
    
    (15,990
    )Distributions on dilutive preferred securities
    
    
    
    
    
    
    1,333Funds From Operations attributable to the Partnerships common
unitholders  diluted
    
    $
    56,602
    
    
    $
    74,509Weighted average number of common units, participating securities,
common unit equivalents and dilutive preferred securities outstanding
(4):Common units, participating securities and common unit equivalents (5)
    
    
    125,742
    
    
    
    138,022Dilutive preferred securities
    
    
    
    
    
    
    2,674Total
    
    
    125,742
    
    
    
    140,696
 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, means noncontrolling partners in our consolidated real
estate partnerships.(3)
    
    Prior to the 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 capital
account, which is classified as noncontrolling interests on our balance sheet. We recorded
these charges for GAAP purposes even though there is no economic effect or cost. Deficit
distributions to noncontrolling 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 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 partners capital accounts
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 additional participating securities and common unit equivalents
that are dilutive for FFO. In this FFO presentation, we have presented participating
securities similar to outstanding units, which has the same effect on per unit amounts as
allocating undistributed FFO amounts to the participating securities.  26




---



##### Table of Contents



Liquidity and Capital Resources
         27




---



##### Table of Contents



Operating Activities
  Investing Activities
    Capital Expenditures
    28




---



##### Table of Contents



Our
    
    
    PerShare of
    
    
    EffectiveExpenditures
    
    
    UnitCapital Replacements Detail:Building and grounds
    
    $
    6,368
    
    
    $
    64Turnover related
    
    
    6,984
    
    
    
    70Capitalized site payroll and indirect costs
    
    
    2,190
    
    
    
    22Our share of Capital Replacements
    
    $
    15,542
    
    
    $
    156Capital Replacements:Conventional
    
    $
    14,045
    
    
    $
    169Affordable
    
    
    1,497
    
    
    $
    93Our share of Capital Replacements
    
    
    15,542
    
    
    $
    156Capital Improvements:Conventional
    
    
    9,995
    
    
    $
    120Affordable
    
    
    914
    
    
    $
    57Our share of Capital Improvements
    
    
    10,909
    
    
    $
    110Casualties:Conventional
    
    
    2,537Affordable
    
    
    (87
    )Our share of casualties
    
    
    2,450Redevelopment:Conventional projects
    
    
    21,644Tax credit projects
    
    
    13,858Our share of redevelopment
    
    
    35,502Our share of capital expenditures
    
    
    64,403Plus noncontrolling partners share of consolidated spending
    
    
    4,254Less our share of unconsolidated spending
    
    
    (287
    )Total capital expenditures per condensed consolidated
statement of cash flows
    
    $
    68,370
  Financing Activities
  Mortgage Debt
   29




---



##### Table of Contents



Fair Value Measurements
 Accounting for Derivative Instruments and
Hedging Activities
     Term Loans and Credit Facility
  At March 31, 2009, the term loan had an outstanding principal balance of $350.0 million loan (after a $50.0
million prepayment in January 2009) and a weighted average interest rate of 2.06%. The amount available under the
revolving credit facility at March 31, 2009, was
$577.0 million (after giving effect to outstanding borrowings of $15.0 million and $43.0 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; provided that pursuant to the Sixth
Amendment, revolving loans are generally not permitted to be used to fund Aimcos repurchase of shares of its Class A
Common Stock. On May 1, 2009, we entered into a letter agreement with certain financial institutions that have revolving
commitments under the Credit Agreement, which provides that, notwithstanding the terms of the Credit Agreement, until
the revolving loan commitments are further syndicated, we and Aimco will not (i) request an increase in the revolving
loan commitments under the Credit Agreement which would result in the revolving loan commitments exceeding $200.0
million, (ii) incur recourse debt, subject to certain exceptions, or (iii) purchase or otherwise acquire shares of
Aimcos Class A Common Stock. Partners Capital Transactions
    30




---



##### Table of Contents



Future Capital Needs
  
 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
   31




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Repurchases of Equity Securities.
 Total Number of
    
    
    Maximum NumberTotal
    
    
    Average
    
    
    Units Purchased as
    
    
    of Units thatNumber
    
    
    Price
    
    
    Part of Publicly
    
    
    May Yet Beof Units
    
    
    Paid
    
    
    Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    per Unit
    
    
    or Programs (1)
    
    
    Plans or Programs (2)January 1  January 31, 2009
    
    
    1,032
    
    
    $
    11.90
    
    
    
    N/A
    
    
    
    N/AFebruary 1  February 28, 2009
    
    
    2,234
    
    
    $
    10.39
    
    
    
    N/A
    
    
    
    N/AMarch 1  March 31, 2009
    
    
    68
    
    
    $
    5.32
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    3,334
    
    
    $
    7.07
 (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)
    
    Aimcos board of directors has, from time to time, authorized Aimco to repurchase
shares of Class A Common Stock. As of March 31, 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.
 
 ITEM 5. Other Information
 Amended Credit Agreement On May 1, 2009, we entered into a Sixth Amendment to our Amended and Restated Senior Secured Credit Agreement with
a syndicate of financial institutions, and a letter agreement with certain financial institutions that have revolving
commitments under the credit agreement. The Sixth Amendment and the letter agreement are described under the heading
Term Loans and Credit Facility in our Managements Discussion and Analysis of Financial Condition and Results of
Operations included in Part I, Item 2 of this Form 10-Q and is hereby incorporated by reference.  32




---



##### Table of Contents



ITEM 6. Exhibits
  EXHIBIT NO.10.1
    
    
    Sixth Amendment to Senior Secured Credit Agreement,
dated as of May 1, 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, 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 Quarterly Report on Form 10-Q for the three months ended
March 31, 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
  33




---



##### 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
andChief Accounting Officer   34




---



##### Table of Contents



Exhibit Index
 EXHIBIT NO.
    
    EXHIBIT TITLE10.1
    
    
    Sixth Amendment to Senior Secured Credit Agreement,
dated as of May 1, 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, 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 Quarterly Report on Form 10-Q for the three months ended
March 31, 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
  35