##### 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, 2007
 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
 o þ o
 o þ




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##### 



AIMCO PROPERTIES, L.P.
 TABLE OF CONTENTS
 FORM 10-Q
 PagePART I. FINANCIAL INFORMATIONITEM 1.
    
    Financial StatementsConsolidated Balance Sheets as of September 30, 2007 and December 31, 2006 (Unaudited)
    
    
    2Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2007 and 2006 (Unaudited)
    
    
    3Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006 (Unaudited)
    
    
    4Notes to 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
    
    
    32ITEM 4.
    
    Controls and Procedures
    
    
    32PART II. OTHER INFORMATIONITEM 1.
    
    Legal Proceedings
    
    
    33ITEM 1A.
    
    Risk Factors
    
    
    33ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33ITEM 6.
    
    Exhibits
    
    
    34Signatures
    
    
    35Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1
   1




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 AIMCO PROPERTIES, L.P.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except unit data)
(Unaudited)
 September 30, 2007
    
    
    December 31, 2006ASSETSLand
    
    $
    2,452,584
    
    
    $
    2,372,561Buildings and improvements
    
    
    9,732,036
    
    
    
    9,189,793Total real estate
    
    
    12,184,620
    
    
    
    11,562,354Less accumulated depreciation
    
    
    (2,956,496
    )
    
    
    (2,732,005
    )Net real Estate
    
    
    9,228,124
    
    
    
    8,830,349Cash and cash equivalents
    
    
    337,494
    
    
    
    229,824Restricted cash
    
    
    306,450
    
    
    
    346,418Accounts receivable, net
    
    
    77,004
    
    
    
    85,772Accounts receivable from affiliates, net
    
    
    31,639
    
    
    
    20,763Deferred financing costs
    
    
    77,808
    
    
    
    71,381Notes receivable from unconsolidated real estate partnerships, net
    
    
    46,396
    
    
    
    40,641Notes receivable from non-affiliates, net
    
    
    141,148
    
    
    
    139,352Notes receivable from Aimco
    
    
    14,577
    
    
    
    14,016Investment in unconsolidated real estate partnerships
    
    
    29,590
    
    
    
    37,869Other assets
    
    
    208,191
    
    
    
    202,686Deferred income tax asset, net
    
    
    12,583
    
    
    
    Assets held for sale
    
    
    21,883
    
    
    
    284,020Total assets
    
    $
    10,532,887
    
    
    $
    10,303,091LIABILITIES AND PARTNERS CAPITALProperty tax-exempt bond financing
    
    $
    948,562
    
    
    $
    926,952Property loans payable
    
    
    5,807,743
    
    
    
    5,147,845Term loans
    
    
    475,000
    
    
    
    400,000Credit facility
    
    
    75,000
    
    
    
    140,000Other borrowings
    
    
    65,003
    
    
    
    67,660Total indebtedness
    
    
    7,371,308
    
    
    
    6,682,457Accounts payable
    
    
    57,572
    
    
    
    54,972Accrued liabilities and other
    
    
    434,618
    
    
    
    409,991Deferred income
    
    
    154,293
    
    
    
    142,352Security deposits
    
    
    48,860
    
    
    
    42,842Deferred income tax liability, net
    
    
    
    
    
    
    4,379Liabilities related to assets held for sale
    
    
    12,373
    
    
    
    215,294Total liabilities
    
    
    8,079,024
    
    
    
    7,552,287Minority interest in consolidated real estate partnerships
    
    
    257,178
    
    
    
    213,202Commitments and Contingencies (Note 5)PARTNERS CAPITALPreferred OP Units
    
    
    802,833
    
    
    
    902,755General Partner and Special Limited Partner
    
    
    1,090,430
    
    
    
    1,220,326Limited Partners
    
    
    330,259
    
    
    
    439,903High performance units
    
    
    (20,858
    )
    
    
    (18,308
    )Investment in Aimco Class A Common Stock
    
    
    (5,979
    )
    
    
    (7,074
    )Total partners capital
    
    
    2,196,685
    
    
    
    2,537,602Total liabilities and partners capital
    
    $
    10,532,887
    
    
    $
    10,303,091
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AIMCO PROPERTIES, L.P.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per unit data)
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006REVENUES:Rental and other property revenues
    
    $
    416,633
    
    
    $
    392,607
    
    
    $
    1,234,632
    
    
    $
    1,157,627Property management revenues, primarily from affiliates
    
    
    1,824
    
    
    
    2,599
    
    
    
    5,192
    
    
    
    9,221Activity fees and asset management revenues
    
    
    12,747
    
    
    
    10,638
    
    
    
    39,554
    
    
    
    32,311Total revenues
    
    
    431,204
    
    
    
    405,844
    
    
    
    1,279,378
    
    
    
    1,199,159OPERATING EXPENSES:Property operating expenses
    
    
    198,674
    
    
    
    178,517
    
    
    
    576,215
    
    
    
    525,483Property management expenses
    
    
    1,190
    
    
    
    1,022
    
    
    
    4,753
    
    
    
    3,727Activity and asset management expenses
    
    
    6,399
    
    
    
    2,575
    
    
    
    17,757
    
    
    
    11,522Depreciation and amortization
    
    
    128,547
    
    
    
    117,927
    
    
    
    370,376
    
    
    
    334,898General and administrative expenses
    
    
    20,220
    
    
    
    23,292
    
    
    
    65,321
    
    
    
    66,747Other expenses (income), net
    
    
    (5,490
    )
    
    
    294
    
    
    
    (7,007
    )
    
    
    2,965Total operating expenses
    
    
    349,540
    
    
    
    323,627
    
    
    
    1,027,415
    
    
    
    945,342Operating income
    
    
    81,664
    
    
    
    82,217
    
    
    
    251,963
    
    
    
    253,817Interest income
    
    
    10,119
    
    
    
    7,559
    
    
    
    29,221
    
    
    
    22,462Recoveries of (provision for) losses o notes receivable, net
    
    
    153
    
    
    
    46
    
    
    
    (2,124
    )
    
    
    (718
    )Interest expense
    
    
    (106,654
    )
    
    
    (100,193
    )
    
    
    (313,746
    )
    
    
    (292,210
    )Deficit distributions to minority partners, net
    
    
    (11,958
    )
    
    
    (13,965
    )
    
    
    (15,133
    )
    
    
    (19,944
    )Equity in earnings (losses) of unconsolidated real estate partnerships
    
    
    348
    
    
    
    (169
    )
    
    
    (1,710
    )
    
    
    (2,606
    )Recoveries of (provision for) real estate impairment losses, net
    
    
    
    
    
    
    (158
    )
    
    
    
    
    
    
    813Gain on dispositions of unconsolidated real estate and other
    
    
    5,841
    
    
    
    8,759
    
    
    
    26,902
    
    
    
    19,515Loss before minority interests and discontinued operations
    
    
    (20,487
    )
    
    
    (15,904
    )
    
    
    (24,627
    )
    
    
    (18,871
    )Minority interest in consolidated real estate partnerships
    
    
    1,185
    
    
    
    (24,437
    )
    
    
    (4,815
    )
    
    
    (17,547
    )Loss from continuing operations
    
    
    (19,302
    )
    
    
    (40,341
    )
    
    
    (29,442
    )
    
    
    (36,418
    )Income from discontinued operations, net
    
    
    16,796
    
    
    
    12,265
    
    
    
    76,596
    
    
    
    141,980Net (loss) income
    
    
    (2,506
    )
    
    
    (28,076
    )
    
    
    47,154
    
    
    
    105,562Net income attributable to preferred unitholders
    
    
    20,802
    
    
    
    23,441
    
    
    
    57,061
    
    
    
    72,354Net (loss) income attributable to common unitholders
    
    $
    (23,308
    )
    
    $
    (51,517
    )
    
    $
    (9,907
    )
    
    $
    33,208Earnings (loss) per common unit  basic:Loss from continuing operations (net of preferred distributions)
    
    $
    (0.38
    )
    
    $
    (0.60
    )
    
    $
    (0.82
    )
    
    $
    (1.03
    )Income from discontinued operations
    
    
    0.16
    
    
    
    0.12
    
    
    
    0.73
    
    
    
    1.34Net (loss) income attributable to common unitholders
    
    $
    (0.22
    )
    
    $
    (0.48
    )
    
    $
    (0.09
    )
    
    $
    0.31Earnings (loss) per common unit  diluted:Loss from continuing operations (net of preferred distributions)
    
    $
    (0.38
    )
    
    $
    (0.60
    )
    
    $
    (0.82
    )
    
    $
    (1.03
    )Income from discontinued operations
    
    
    0.16
    
    
    
    0.12
    
    
    
    0.73
    
    
    
    1.34Net (loss) income attributable to common unitholders
    
    $
    (0.22
    )
    
    $
    (0.48
    )
    
    $
    (0.09
    )
    
    $
    0.31Weighted average common units outstanding
    
    
    104,723
    
    
    
    106,260
    
    
    
    105,420
    
    
    
    106,032Weighted average common units and equivalents outstanding
    
    
    104,723
    
    
    
    106,260
    
    
    
    105,420
    
    
    
    106,032Distributions declared per common unit
    
    $
    0.60
    
    
    $
    0.60
    
    
    $
    1.20
    
    
    $
    1.20
   3




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AIMCO PROPERTIES, L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
( Unaudited)
 Nine Months Ended September 30,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    47,154
    
    
    $
    105,562Adjustments to reconcile net income to net cash provided by operating activitiesDepreciation and amortization
    
    
    370,376
    
    
    $
    334,898Adjustments to income from discontinued operations
    
    
    (75,330
    )
    
    
    (142,154
    )Other adjustments
    
    
    (12,820
    )
    
    
    48,225Net changes in operating assets and operating liabilities
    
    
    3,116
    
    
    
    47,490Net cash provided by operating activities
    
    
    332,496
    
    
    
    394,021CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of real estate
    
    
    (198,998
    )
    
    
    (63,240
    )Capital expenditures
    
    
    (456,377
    )
    
    
    (366,887
    )Proceeds from dispositions of real estate
    
    
    356,943
    
    
    
    639,924Change in funds held in escrow from tax-free exchanges
    
    
    25,957
    
    
    
    393Cash from newly consolidated properties
    
    
    
    
    
    
    22,432Purchases of general and limited partnership interests and other assets
    
    
    (31,487
    )
    
    
    (12,516
    )Originations of notes receivable from unconsolidated real estate partnerships
    
    
    (9,774
    )
    
    
    (8,062
    )Proceeds from repayment of notes receivable
    
    
    14,418
    
    
    
    6,074Other investing activities
    
    
    11,271
    
    
    
    (7,786
    )Net cash (used in) provided by investing activities
    
    
    (288,047
    )
    
    
    210,332CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from property loans
    
    
    1,315,111
    
    
    
    882,854Principal repayments on property loans
    
    
    (823,639
    )
    
    
    (798,008
    )Proceeds from tax-exempt bonds
    
    
    82,350
    
    
    
    Principal repayments on tax-exempt bond financing
    
    
    (68,443
    )
    
    
    (33,541
    )Borrowings under term loans
    
    
    75,000
    
    
    
    Repayments on revolving credit facility
    
    
    (65,000
    )
    
    
    (62,000
    )Proceeds from issuance of preferred units; net of issuance costs
    
    
    
    
    
    
    12,105Redemption of preferred units
    
    
    
    
    
    
    (286,750
    )Repayment of notes receivable originated from Aimco
    
    
    
    
    
    
    85,412Repurchase of common OP units
    
    
    (185,708
    )
    
    
    (100,000
    )Proceeds from Aimco Class A Common Stock option exercises
    
    
    53,717
    
    
    
    62,288Principal payments received on notes due on common unit purchases
    
    
    1,637
    
    
    
    21,529Payment of distributions to minority interest
    
    
    (63,557
    )
    
    
    (82,670
    )Payment of distributions to General Partner and Special Limited Partner
    
    
    (174,698
    )
    
    
    (174,225
    )Payment of distributions to Limited Partners
    
    
    (14,170
    )
    
    
    (15,728
    )Payment of distributions on High Performance Units
    
    
    (4,282
    )
    
    
    (4,293
    )Payment of distributions to preferred units
    
    
    (54,630
    )
    
    
    (65,685
    )Other financing activities
    
    
    (10,467
    )
    
    
    (25,088
    )Net cash provided by (used in) financing activities
    
    
    63,221
    
    
    
    (583,800
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    107,670
    
    
    
    20,553CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    229,824
    
    
    
    161,730CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    337,494
    
    
    $
    182,283
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AIMCO PROPERTIES, L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the three and nine months ended September 30, 2007
(Unaudited)
 Note 1  Organization
     
    
    owned an equity interest in and consolidated 154,358 units in 662 properties (which we
refer to as consolidated), of which 153,640 units were also managed by us;
    
    owned an equity interest in and did not consolidate 11,526 units in 99 properties (which
we refer to as unconsolidated), of which 5,465 units were also managed by us; and
    
    provided services or managed, for third-party owners, 40,333 units in 433 properties,
primarily pursuant to long-term agreements (including 36,865 units in 394 properties for
which we provide asset management services only, and not also property management
services), although in certain cases we may indirectly own generally less than one percent
of the operations of such properties through a partnership syndication or other fund.
   5




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Note 2  Basis of Presentation and Accounting Policies
   Use of Estimates
   Accounting for the Impairment or Disposal of Long-Lived
Assets,
   Principles of Consolidation
   6




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Tax Credit Arrangements
  Consolidation of Variable Interest Entities
   7




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Increase (Decrease) in Net IncomeThree Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2006
    
    
    2006Revenues
    
    $
    (580
    )
    
    $
    (1,542
    )Operating expenses
    
    
    4,184
    
    
    
    3,054Minority interest in consolidated real estate partnerships
    
    
    (19,554
    )
    
    
    (9,030
    )Net decrease in net income
    
    $
    (15,950
    )
    
    $
    (7,518
    )
 Adoption of FIN 48
 Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109
  Note 3  Real Estate Acquisitions and Dispositions
 Real Estate Acquisitions
  Real Estate Dispositions (Discontinued Operations)
   8




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September 30,
    
    
    December 31,2007
    
    
    2006Real estate, net
    
    $
    21,647
    
    
    $
    280,437Other assets
    
    
    236
    
    
    
    3,583Assets held for sale
    
    $
    21,883
    
    
    $
    284,020Property debt
    
    $
    12,137
    
    
    $
    190,296Other liabilities
    
    
    236
    
    
    
    24,998Liabilities related to assets held for sale
    
    $
    12,373
    
    
    $
    215,294
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Rental and other property revenues
    
    $
    5,466
    
    
    $
    32,128
    
    
    $
    35,564
    
    
    $
    120,090Property operating expenses
    
    
    (5,365
    )
    
    
    (17,371
    )
    
    
    (21,432
    )
    
    
    (63,088
    )Depreciation and amortization
    
    
    (1,172
    )
    
    
    (8,790
    )
    
    
    (8,251
    )
    
    
    (33,606
    )Other (expenses) income, net
    
    
    (1,053
    )
    
    
    354
    
    
    
    (2,224
    )
    
    
    (2,901
    )Operating Income
    
    
    (2,124
    )
    
    
    6,321
    
    
    
    3,657
    
    
    
    20,495Interest income
    
    
    80
    
    
    
    257
    
    
    
    279
    
    
    
    857Interest expense
    
    
    (1,082
    )
    
    
    (6,452
    )
    
    
    (7,183
    )
    
    
    (24,935
    )Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    22,852
    
    
    
    Minority interest in consolidated real estate partnerships
    
    
    1,329
    
    
    
    1,698
    
    
    
    1,663
    
    
    
    4,181Income (loss) before gain on dispositions of real estate, impairement losses,
deficit distributions to minority partners and income tax
    
    
    (1,797
    )
    
    
    1,824
    
    
    
    21,268
    
    
    
    598Gain on
dispositions of real estate, net of minority partners interest
(1)
    
    
    17,406
    
    
    
    10,434
    
    
    
    57,312
    
    
    
    153,255Recovery of real estate impairement losses (impairment losses)
    
    
    
    
    
    
    131
    
    
    
    (783
    )
    
    
    123Recovery of deficit distributions to minority partners
    
    
    36
    
    
    
    2,087
    
    
    
    409
    
    
    
    18,201Income tax arising from disposals
    
    
    1,151
    
    
    
    (2,211
    )
    
    
    (1,610
    )
    
    
    (30,197
    )Income from discontinued operations
    
    $
    16,796
    
    
    $
    12,265
    
    
    $
    76,596
    
    
    $
    141,980
 (1)
    
    Gain on disposition of real estate is reported net of incremental direct costs incurred
in connection with the transaction, including any prepayment penalties incurred upon
repayment of mortgage loans collateralized by the property being sold. Such prepayment
penalties totaled $5.1 million and $10.4 million for the three and nine months ended
September 30, 2007, respectively, and $10.7 million and $41.0 million for the three and nine
months ended September 30, 2006, respectively.
 Note 4  Other Significant Transactions
 Transactions Involving VMS National Properties Joint Venture
   9




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Flamingo South Beach Property
 Accounting for Sales of Real
Estate
 Credit Facility
  pari passu
  10




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Redemption of Convertible Preferred Units
  The Effect on the Calculation of Earnings per Share for
the Redemption or Induced Conversion of Preferred Stock
 Stock Repurchased
  Note 5  Commitments and Contingencies
 Commitments
    11




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Tax Credit Arrangements
  Legal Matters
  Limited Partnerships
  Environmental
  Conditional
Asset Retirement Obligations
 Mold
   12




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Note 6  Business Segments
 Disclosures about Segments of an
Enterprise and Related Information
  Real Estate Segment
  Asset Management and Transactions Segment
   13




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Asset
    
    
    CorporateManagement
    
    
    Notand
    
    
    AllocatedReal Estate
    
    
    Transactions
    
    
    ToSegment
    
    
    Segment
    
    
    Segments
    
    
    TotalThree months ended September 30, 2007:Rental and other property revenues
    
    $
    416,633
    
    
    $
    
    
    
    $
    
    
    
    $
    416,633Property management revenues, primarily from affiliates
    
    
    1,824
    
    
    
    
    
    
    
    
    
    
    
    1,824Activity fees and asset management revenues
    
    
    
    
    
    
    12,747
    
    
    
    
    
    
    
    12,747Total
revenues
(1)
    
    
    418,457
    
    
    
    12,747
    
    
    
    
    
    
    
    431,204Property operating expenses
    
    
    198,674
    
    
    
    
    
    
    
    
    
    
    
    198,674Property management expenses
    
    
    1,190
    
    
    
    
    
    
    
    
    
    
    
    1,190Activity and asset management expenses
    
    
    
    
    
    
    6,399
    
    
    
    
    
    
    
    6,399General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    20,220
    
    
    
    20,220Depreciation
and amortization
(2)
    
    
    
    
    
    
    
    
    
    
    128,547
    
    
    
    128,547Other expenses (income), net
    
    
    
    
    
    
    
    
    
    
    (5,490
    )
    
    
    (5,490
    )Total operating expenses
    
    
    199,864
    
    
    
    6,399
    
    
    
    143,277
    
    
    
    349,540Operating income (loss)
    
    
    218,593
    
    
    
    6,348
    
    
    
    (143,277
    )
    
    
    81,664Other items
included in continuing operations (3)
    
    
    
    
    
    
    9,812
    
    
    
    (110,778
    )
    
    
    (100,966
    )Income (loss) from continuing operations
    
    $
    218,593
    
    
    $
    16,160
    
    
    $
    (254,055
    )
    
    $
    (19,302
    )Three months ended September 30, 2006:Rental and other property revenues
    
    $
    392,607
    
    
    $
    
    
    
    $
    
    
    
    $
    392,607Property management revenues, primarily from affiliates
    
    
    2,599
    
    
    
    
    
    
    
    
    
    
    
    2,599Activity fees and asset management revenues
    
    
    
    
    
    
    10,638
    
    
    
    
    
    
    
    10,638Total
revenues (1)
    
    
    395,206
    
    
    
    10,638
    
    
    
    
    
    
    
    405,844Property operating expenses
    
    
    178,517
    
    
    
    
    
    
    
    
    
    
    
    178,517Property management expenses
    
    
    1,022
    
    
    
    
    
    
    
    
    
    
    
    1,022Activity and asset management expenses
    
    
    
    
    
    
    2,575
    
    
    
    
    
    
    
    2,575General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    23,292
    
    
    
    23,292Depreciation
and amortization
(2)
    
    
    
    
    
    
    
    
    
    
    117,927
    
    
    
    117,927Other expenses (income), net
    
    
    
    
    
    
    
    
    
    
    294
    
    
    
    294Total operating expenses
    
    
    179,539
    
    
    
    2,575
    
    
    
    141,513
    
    
    
    323,627Operating income (loss)
    
    
    215,667
    
    
    
    8,063
    
    
    
    (141,513
    )
    
    
    82,217Other items
included in continuing operations (3)
    
    
    
    
    
    
    4,496
    
    
    
    (127,054
    )
    
    
    (122,558
    )Income (loss) from continuing operations
    
    $
    215,667
    
    
    $
    12,559
    
    
    $
    (268,567
    )
    
    $
    (40,341
    )
  14




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##### Table of Contents



Asset
    
    
    CorporateManagement
    
    
    Notand
    
    
    AllocatedReal Estate
    
    
    Transactions
    
    
    ToSegment
    
    
    Segment
    
    
    Segments
    
    
    TotalNine months ended September 30, 2007:Rental and other property revenues
    
    $
    1,234,632
    
    
    $
    
    
    
    $
    
    
    
    $
    1,234,632Property management revenues, primarily from affiliates
    
    
    5,192
    
    
    
    
    
    
    
    
    
    
    
    5,192Activity fees and asset management revenues
    
    
    
    
    
    
    39,554
    
    
    
    
    
    
    
    39,554Total
revenues (1)
    
    
    1,239,824
    
    
    
    39,554
    
    
    
    
    
    
    
    1,279,378Property operating expenses
    
    
    576,215
    
    
    
    
    
    
    
    
    
    
    
    576,215Property management expenses
    
    
    4,753
    
    
    
    
    
    
    
    
    
    
    
    4,753Activity and asset management expenses
    
    
    
    
    
    
    17,757
    
    
    
    
    
    
    
    17,757General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    65,321
    
    
    
    65,321Depreciation
and amortization
(2)
    
    
    
    
    
    
    
    
    
    
    370,376
    
    
    
    370,376Other expenses (income), net
    
    
    
    
    
    
    
    
    
    
    (7,007
    )
    
    
    (7,007
    )Total operating expenses
    
    
    580,968
    
    
    
    17,757
    
    
    
    428,690
    
    
    
    1,027,415Operating income (loss)
    
    
    658,856
    
    
    
    21,797
    
    
    
    (428,690
    )
    
    
    251,963Other items
included in continuing operations (3)
    
    
    
    
    
    
    14,611
    
    
    
    (296,016
    )
    
    
    (281,405
    )Income (loss) from continuing operations
    
    $
    658,856
    
    
    $
    36,408
    
    
    $
    (724,706
    )
    
    $
    (29,442
    )Nine months ended September 30, 2006:Rental and other property revenues
    
    $
    1,157,627
    
    
    $
    
    
    
    $
    
    
    
    $
    1,157,627Property management revenues, primarily from affiliates
    
    
    9,221
    
    
    
    
    
    
    
    
    
    
    
    9,221Activity fees and asset management revenues
    
    
    
    
    
    
    32,311
    
    
    
    
    
    
    
    32,311Total
revenues (1)
    
    
    1,166,848
    
    
    
    32,311
    
    
    
    
    
    
    
    1,199,159Property operating expenses
    
    
    525,483
    
    
    
    
    
    
    
    
    
    
    
    525,483Property management expenses
    
    
    3,727
    
    
    
    
    
    
    
    
    
    
    
    3,727Activity and asset management expenses
    
    
    
    
    
    
    11,522
    
    
    
    
    
    
    
    11,522General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    66,747
    
    
    
    66,747Depreciation
and amortization
(2)
    
    
    
    
    
    
    
    
    
    
    334,898
    
    
    
    334,898Other expenses (income), net
    
    
    
    
    
    
    
    
    
    
    2,965
    
    
    
    2,965Total operating expenses
    
    
    529,210
    
    
    
    11,522
    
    
    
    404,610
    
    
    
    945,342Operating income (loss)
    
    
    637,638
    
    
    
    20,789
    
    
    
    (404,610
    )
    
    
    253,817Other items
included in continuing operations (3)
    
    
    
    
    
    
    10,922
    
    
    
    (301,157
    )
    
    
    (290,235
    )Income (loss) from continuing operations
    
    $
    637,638
    
    
    $
    31,711
    
    
    $
    (705,767
    )
    
    $
    (36,418
    )
 (1)
    
    Intersegment revenues during
the three months ended September 30, 2007 and 2006, were $7.9 million
and $3.2 million, respectively. Intersegment revenues during the
nine months ended September 30, 2007 and 2006, were $15.5 million and $4.3 million, respectively.(2)
    
    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.(3)
    
    Other items in continuing operations include (i) interest income
and expense; (ii) recoveries of, or provisions for, losses on notes receivable and impairment of real
estate; (iii) deficit distributions to minority partners, net; (iv) equity in earnings (losses) of
unconsolidated real estate partnerships; (v) gains on dispositions of unconsolidated real
estate and other; and (vi) minority interests. Other items included in continuing operations for the asset management and
transactions segment includes items such as accretion income recognized on discounted notes
receivable and other income items associated with transactional activities,.
  15




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##### Table of Contents



Note 7  Earnings per Unit
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Loss from continuing operations
    
    $
    (19,302
    )
    
    $
    (40,341
    )
    
    $
    (29,442
    )
    
    $
    (36,418
    )Less net income attributable to preferred unitholders
    
    
    20,802
    
    
    
    23,441
    
    
    
    57,061
    
    
    
    72,354Numerator for basic and diluted earnings per unit
 Loss from continuing operations
    
    $
    (40,104
    )
    
    $
    (63,782
    )
    
    $
    (86,503
    )
    
    $
    (108,772
    )Income from discontinued operations
    
    $
    16,796
    
    
    $
    12,265
    
    
    $
    76,596
    
    
    $
    141,980Net (loss) income
    
    $
    (2,506
    )
    
    $
    (28,076
    )
    
    $
    47,154
    
    
    $
    105,562Less net income attributable to preferred unitholders
    
    
    20,802
    
    
    
    23,441
    
    
    
    57,061
    
    
    
    72,354Numerator for basic and diluted earnings per unit
 Net (loss) income attributable to common unitholders
    
    $
    (23,308
    )
    
    $
    (51,517
    )
    
    $
    (9,907
    )
    
    $
    33,208Denominator:Denominator for basic earnings per unit  weighted average
number of common units outstanding:Common OP Units
    
    
    102,344
    
    
    
    103,881
    
    
    
    103,041
    
    
    
    103,653Class 1 HPUs
    
    
    2,379
    
    
    
    2,379
    
    
    
    2,379
    
    
    
    2,379Total common units
    
    
    104,723
    
    
    
    106,260
    
    
    
    105,420
    
    
    
    106,032Effect of dilutive securities:Dilutive potential common units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted earnings per unit
    
    
    104,723
    
    
    
    106,260
    
    
    
    105,420
    
    
    
    106,032Earnings (loss) per common unit:Basic earnings (loss) per common unit:Loss from continuing operations (net of preferred
distributions)
    
    $
    (0.38
    )
    
    $
    (0.60
    )
    
    $
    (0.82
    )
    
    $
    (1.03
    )Income from discontinued operations
    
    
    0.16
    
    
    
    0.12
    
    
    
    0.73
    
    
    
    1.34Net (loss) income attributable to common unitholders
    
    $
    (0.22
    )
    
    $
    (0.48
    )
    
    $
    (0.09
    )
    
    $
    0.31Diluted earnings (loss) per common unit:Loss from continuing operations (net of preferred
distributions)
    
    $
    (0.38
    )
    
    $
    (0.60
    )
    
    $
    (0.82
    )
    
    $
    (1.03
    )Income from discontinued operations
    
    
    0.16
    
    
    
    0.12
    
    
    
    0.73
    
    
    
    1.34Net (loss) income attributable to common unitholders
    
    $
    (0.22
    )
    
    $
    (0.48
    )
    
    $
    (0.09
    )
    
    $
    0.31
  Note 8  Recently Issued Accounting Pronouncements
 Fair
Value Measurements
  16




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##### Table of Contents



The Fair
Value Option for Financial Asset and Financial Liabilities
 Clarification of the Scope of the
Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity
Method Investors for Investments in Investment Companies Investment Companies.
  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 levels, rent levels and same store results;
and the effect of government regulations. Actual results may differ materially from those described
in the forward-looking statements and will be affected by a variety of risks and factors that are
beyond our control including, without limitation: natural disasters such as hurricanes; national
and local economic conditions; the general level of interest rates; energy costs; the terms of
governmental regulations that affect us and interpretations of those regulations; the competitive
environment in which we operate; financing risks, including the risk that our cash flows from
operations may be insufficient to meet required payments of principal and interest; real estate
risks, including variations of real estate values and the general economic climate in local markets
and competition for residents in such markets; acquisition and development risks, including failure
of such acquisitions to perform in accordance with projections; the timing of acquisitions and
dispositions; litigation, including costs associated with prosecuting or defending claims and any
adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that
may be incurred due to necessary remediation of contamination of properties presently owned or
previously owned by us. In addition, Aimcos current and continuing qualification as a real estate
investment trust involves the application of highly technical and complex provisions of the
Internal Revenue Code and depends on 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 risk factors described in our Annual Report on Form 10-K for the year ended December 31,
2006, 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 the Partnership and the Partnerships consolidated corporate subsidiaries and
consolidated real estate partnerships, collectively.
 Executive Overview
       18




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##### Table of Contents



Results of Operations
 Overview
 Three months ended September 30, 2007 compared to three months ended September 30, 2006
  
    
    the cumulative effect of the retroactive application of the revised accounting treatment
for tax credit arrangements (discussed below) during the three months ended September 30,
2006, which increased net loss and net loss attributable to common unitholders for the three
months ended September 30, 2006; and
    
    an increase in income from discontinued operations, due primarily to increases in net
gains on dispositions of real estate.
  
    
    an increase in interest expense, reflecting higher loan principal balances resulting from
refinancings, share repurchases and acquisitions.
 Nine months ended September 30, 2007 compared to nine months ended September 30, 2006
  
    
    a decrease in income from discontinued operations, primarily related to lower net gains
on sales of real estate and recoveries of deficit distributions to minority interest
partners; and
    
    an increase in interest expense, reflecting higher loan principal balances resulting
from refinancings, share repurchases and acquisitions.
  
    
    the cumulative effect of the retroactive application of the revised accounting treatment
for tax credit arrangements (discussed below) during the three months ended September 30,
2006, which decreased net income and net income attributable to common unitholders for the
nine months ended September 30, 2006; and
    
    an increase in interest income resulting primarily from interest earned on loans
collateralized by properties in West Harlem in New York City; and
    
    the recognition of deferred debt extinguishment gains in connection with the refinancing
of certain mortgage loans that had been restructured in a 1997 bankruptcy settlement.
 Tax Credit Arrangements
   19




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##### Table of Contents



Consolidation of Variable Interest Entities
   Increase (Decrease) in Net IncomeThree Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2006
    
    
    2006Revenues
    
    $
    (580
    )
    
    $
    (1,542
    )Operating expenses
    
    
    4,184
    
    
    
    3,054Minority interest in consolidated real estate partnerships
    
    
    (19,554
    )
    
    
    (9,030
    )Net decrease in net income
    
    $
    (15,950
    )
    
    $
    (7,518
    )
 Business Segment Operating Results
  Real Estate Segment
   20




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##### Table of Contents



Three Months Ended September 30,
    
    
    Nine Months Ended September 30,Real estate segment revenues:
    
    2007
    
    
    2006
    
    
    % Change
    
    
    2007
    
    
    2006
    
    
    % ChangeRental and other property revenues
    
    $
    416,633
    
    
    $
    392,607
    
    
    
    6.1
    %
    
    $
    1,234,632
    
    
    $
    1,157,627
    
    
    
    6.7
    %Property management revenues, primarily from affliliates
    
    
    1,824
    
    
    
    2,599
    
    
    
    -29.8
    %
    
    
    5,192
    
    
    
    9,221
    
    
    
    -43.7
    %418,457
    
    
    
    395,206
    
    
    
    5.9
    %
    
    
    1,239,824
    
    
    
    1,166,848
    
    
    
    6.3
    %Real estate segment expenses:Property operating expenses
    
    
    198,674
    
    
    
    178,517
    
    
    
    11.3
    %
    
    
    576,215
    
    
    
    525,483
    
    
    
    9.7
    %Property management expenses
    
    
    1,190
    
    
    
    1,022
    
    
    
    16.4
    %
    
    
    4,753
    
    
    
    3,727
    
    
    
    27.5
    %199,864
    
    
    
    179,539
    
    
    
    11.3
    %
    
    
    580,968
    
    
    
    529,210
    
    
    
    9.8
    %Real estate segment operating income
    
    $
    218,593
    
    
    $
    215,667
    
    
    
    1.4
    %
    
    $
    658,856
    
    
    $
    637,638
    
    
    
    3.3
    %
 Consolidated Conventional Same Store Property Operating Results
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2007
    
    
    2006
    
    
    % Change
    
    
    2007
    
    
    2006
    
    
    % ChangeConsolidated same store revenues
    
    $
    289,841
    
    
    $
    277,980
    
    
    
    4.3
    %
    
    $
    842,242
    
    
    $
    804,165
    
    
    
    4.7
    %Consolidated same store property operating expenses
    
    
    (124,922
    )
    
    
    (117,562
    )
    
    
    6.3
    %
    
    
    (356,727
    )
    
    
    (338,421
    )
    
    
    5.4
    %Consolidated same store net operating income
    
    $
    164,919
    
    
    $
    160,418
    
    
    
    2.8
    %
    
    $
    485,515
    
    
    $
    465,744
    
    
    
    4.2
    %Consolidated same store measures:Properties
    
    
    359
    
    
    
    359
    
    
    
    
    
    
    
    356
    
    
    
    356Apartment units
    
    
    106,708
    
    
    
    106,708
    
    
    
    
    
    
    
    105,709
    
    
    
    105,709Average physical occupancy
    
    
    94.8
    %
    
    
    94.4
    %
    
    
    
    
    
    
    94.6
    %
    
    
    94.6
    %Average rent/unit/month
    
    $
    878
    
    
    $
    850
    
    
    
    
    
    
    $
    857
    
    
    $
    824
   Asset Management and Transactions Segment
    21




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##### Table of Contents



Three Months Ended September 30,
    
    
    Nine Months Ended September 30,Asset management and transaction segment revenues:
    
    2007
    
    
    2006
    
    
    % Change
    
    
    2007
    
    
    2006
    
    
    % ChangeActivity fees and asset management revenues
    
    $
    12,747
    
    
    $
    10,638
    
    
    
    19.8
    %
    
    $
    39,554
    
    
    $
    32,312
    
    
    
    22.4
    %Asset management and transaction segment expenses:Activity and asset management expenses
    
    
    (6,399
    )
    
    
    (2,575
    )
    
    
    148.5
    %
    
    
    (17,757
    )
    
    
    (11,523
    )
    
    
    54.1
    %Asset management and transaction segment operating income
    
    $
    6,348
    
    
    $
    8,063
    
    
    
    -21.3
    %
    
    $
    21,797
    
    
    $
    20,789
    
    
    
    4.8
    %
   Other Operating Expenses (Income)
 Depreciation and Amortization
  Use of Estimates
 General and Administrative Expenses
   Other Expenses (Income), Net
    22




---



##### Table of Contents



Interest Income
    Interest Expense
   Gain on Dispositions of Unconsolidated Real Estate and Other
    23




---



##### Table of Contents



Minority Interest in Consolidated Real Estate Partnerships
   Income from Discontinued Operations, Net
      24




---



##### 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;
    
    changes in market capitalization rates; and
    
    the relative illiquidity of such investments.
  Notes Receivable and Interest Income Recognition
    25




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##### Table of Contents



Allowance for Losses on Notes Receivable
   Capitalized Costs
   Recently Issued Accounting Pronouncements
 Fair
Value Measurements
 The Fair
Value Option for Financial Asset and Financial Liabilities
  26




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##### Table of Contents



Clarification of the Scope of the
Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity
Method Investors for Investments in Investment Companies Investment Companies.
 Funds From Operations
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income attributable to common unitholders (1)
    
    $
    (23,308
    )
    
    $
    (51,517
    )
    
    $
    (9,907
    )
    
    $
    33,208Adjustments:Depreciation and amortization (2)
    
    
    128,547
    
    
    
    117,927
    
    
    
    370,376
    
    
    
    334,898Depreciation and amortization related to non-real estate assets
    
    
    (3,591
    )
    
    
    (4,928
    )
    
    
    (15,062
    )
    
    
    (20,572
    )Depreciation of rental property related to minority partners and unconsolidated entities (3) (4)
    
    
    (7,724
    )
    
    
    17,732
    
    
    
    (24,272
    )
    
    
    (3,937
    )Gain on dispositions of unconsolidated real estate and other
    
    
    (5,841
    )
    
    
    (8,759
    )
    
    
    (7,529
    )
    
    
    (19,515
    )Gain on dispositions of non-depreciable assets and other
    
    
    6,000
    
    
    
    2,887
    
    
    
    6,000
    
    
    
    9,259Deficit distributions to minority partners, net (5)
    
    
    11,958
    
    
    
    13,965
    
    
    
    15,133
    
    
    
    19,944Discontinued operations:Gain on dispositions of real estate, net of minority partners interest (3)
    
    
    (17,406
    )
    
    
    (10,434
    )
    
    
    (57,312
    )
    
    
    (153,255
    )Depreciation of rental property, net of minority partners interest (3) (4)
    
    
    1,082
    
    
    
    4,921
    
    
    
    (11,892
    )
    
    
    22,522Recovery of deficit distributions to minority partners, net (5)
    
    
    (36
    )
    
    
    (2,087
    )
    
    
    (409
    )
    
    
    (18,201
    )Income tax arising from disposals
    
    
    (1,151
    )
    
    
    2,211
    
    
    
    1,610
    
    
    
    30,197Preferred OP Unit distributions
    
    
    18,167
    
    
    
    19,167
    
    
    
    54,426
    
    
    
    65,506Redemption related preferred OP Unit issuance costs
    
    
    2,635
    
    
    
    4,274
    
    
    
    2,635
    
    
    
    6,848Funds From Operations
    
    $
    109,332
    
    
    $
    105,359
    
    
    $
    323,797
    
    
    $
    306,902Preferred OP Unit distributions
    
    
    (18,167
    )
    
    
    (19,167
    )
    
    
    (54,426
    )
    
    
    (65,506
    )Redemption related preferred OP Unit issuance costs
    
    
    (2,635
    )
    
    
    (4,274
    )
    
    
    (2,635
    )
    
    
    (6,848
    )Distributions on dilutive preferred securities
    
    
    58
    
    
    
    19
    
    
    
    116
    
    
    
    2,384Funds From Operations Attributable to Common Unitholders  Diluted
    
    $
    88,588
    
    
    $
    81,937
    
    
    $
    266,852
    
    
    $
    236,932Weighted average number of common units, common unit equivalents and dilutive
preferred securities outstanding:Common units and equivalents (6)
    
    
    105,993
    
    
    
    110,156
    
    
    
    108,256
    
    
    
    108,353Dilutive preferred securities
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    2,410Total
    
    
    105,993
    
    
    
    110,183
    
    
    
    108,256
    
    
    
    110,763
  27




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##### Table of Contents



(1)
    
    Represents the numerator for earnings per common unit (see Note 7 to the
consolidated financial statements in Item 1).(2)
    
    Includes amortization of management contracts where we are the general partner.
Such management contracts were established in certain instances where we acquired a general
partner interest in either a consolidated or an unconsolidated partnership. Because the
recoverability of these management contracts depends primarily on the operations of the
real estate owned by the limited partnerships, we believe it is consistent with the White
Paper to add back such amortization, as the White Paper directs the add-back of
amortization of assets uniquely significant to the real estate industry.(3)
    
    Minority partners interest means minority interest in our consolidated real
estate partnerships.(4)
    
    Adjustments related to minority partners share of depreciation of rental property
for the nine months ended September 30, 2007 include the subtraction of $15.1 million and
$17.8 million for continuing operations and discontinued operations, respectively, related
to the VMS debt extinguishment gains (see Note 4 to the consolidated financial statements
in Item 1). These subtractions are required because we added back the minority partners
share of depreciation related to rental property in determining FFO in prior periods.
Accordingly, the net effect of the VMS debt extinguishment gains on our FFO for the nine
months ended September 30, 2007 was an increase of $9.3 million.(5)
    
    In accordance with GAAP, deficit distributions to minority partners are charges
recognized in our income statement when cash is distributed to a non-controlling partner in
a consolidated real estate partnership in excess of the positive balance in such partners
capital account, which is classified as minority interest on our balance sheet. We record
these charges for GAAP purposes even though there is no economic effect or cost. Deficit
distributions to minority partners occur when the fair value of the underlying real estate
exceeds its depreciated net book value because the underlying real estate has appreciated
or maintained its value. As a result, the recognition of expense for deficit distributions
to minority partners represents, in substance, either (a) our recognition of depreciation
previously allocated to the non-controlling partner or (b) a payment related to the
non-controlling partners share of real estate appreciation. Based on White Paper guidance
that requires real estate depreciation and gains to be excluded from FFO, we add back
deficit distributions and subtract related recoveries in our reconciliation of net income
to FFO.(6)
    
    Represents the denominator for earnings per common unit  diluted, calculated in
accordance with GAAP, plus additional common OP Unit equivalents that are dilutive for FFO.
 Liquidity and Capital Resources
  Operating Activities
  Investing Activities
    28




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##### Table of Contents



Capital Expenditures
     29




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##### Table of Contents



Aimcos Share of
    
    
    Per EffectiveExpenditures
    
    
    UnitCapital Replacements Detail:Building and grounds
    
    $
    32,612
    
    
    $
    245Turnover related
    
    
    32,620
    
    
    
    245Capitalized site payroll and indirect costs
    
    
    8,745
    
    
    
    66Total Aimcos share of Capital Replacements
    
    $
    73,977
    
    
    $
    556Capital Replacements:Conventional
    
    $
    68,604
    
    
    $
    596Affordable
    
    
    5,373
    
    
    
    298Total Aimcos share of Capital Replacements
    
    
    73,977
    
    
    $
    556Capital Improvements:Conventional
    
    
    68,637
    
    
    $
    597Affordable
    
    
    6,618
    
    
    
    367Total Aimcos share of Capital Improvements
    
    
    75,255
    
    
    $
    565Casualties:Conventional
    
    
    8,906Affordable
    
    
    1,139Total Aimcos share of Casualties [2]
    
    
    10,045Redevelopment:Active Conventional projects
    
    
    183,795Active Tax Credit projects
    
    
    28,183Pre-construction and other activities [3]
    
    
    16,059Total Aimcos share of Redevelopment
    
    
    228,037Entitlement [4]
    
    
    19,361Total Aimcos share of capital expenditures
    
    
    406,675Plus minority partners share of consolidated spending
    
    
    50,125Less Aimcos share of unconsolidated spending
    
    
    (423
    )Capital expenditures per consolidated statement of cash flows
    
    $
    456,377
   Financing Activities
  Mortgage Debt
   30




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##### Table of Contents



Credit Facility
  pari passu
   Partners Capital Transactions
    The Effect on the Calculation of Earnings per Share for
the Redemption or Induced Conversion of Preferred Stock
 Future Capital Needs
   31




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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
   32




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Repurchases of Equity Securities.
  Total Number of
    
    
    Maximum NumberUnits Purchased as
    
    
    of Units that MayPart of Publicly
    
    
    Yet Be PurchasedTotal Number of
    
    
    Average Price Paid
    
    
    Announced Plans or
    
    
    Under the Plans orPeriod
    
    Units Purchased
    
    
    per Unit
    
    
    Programs
    
    
    Programs (1)July 1 - July 31, 2007
    
    
    819
    
    
    $
    50.30
    
    
    
    N/A
    
    
    
    N/AAugust 1 - August 31, 2007
    
    
    6,308
    
    
    
    46.05
    
    
    
    N/A
    
    
    
    N/ASeptember 1 - September 30, 2007
    
    
    1,179,355
    
    
    
    41.71
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    1,186,482
    
    
    $
    41.74
    
    
    
    N/A
 (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 not
publicly announced plans or programs of repurchase.
 Distribution Payments.
  33




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##### Table of Contents



ITEM 6. Exhibits
 EXHIBIT NO.
    
    EXHIBIT TITLE10.1
    
    
    Third Amendment to Senior Secured Credit Agreement, dated as of
August 31, 2007, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc.,
as the Borrowers, the pledgors and guarantors named therein, Bank of
America, N.A., as administrative agent and Bank of America, N.A.,
Keybank National Association and the other lenders listed therein
(Exhibit 10.1 to AIMCO Properties, L.P.s Current Report on Form 8-K
filed September 5, 2007, is incorporated herein by reference).10.2
    
    
    Fourth Amendment to Senior Secured Credit Agreement, dated as of
September 14, 2007, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc.,
as the Borrowers, the pledgors and guarantors named therein, Bank of
America, N.A., as administrative agent and Bank of America, N.A. and
the other lenders party thereto (Exhibit 10.1 to AIMCO Properties,
L.P.s Current Report on Form 8-K filed September 18, 2007, is
incorporated herein by 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 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    
    
    Agreement re: disclosure of long-term debt instruments.
  34




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##### Table of Contents



AIMCO PROPERTIES, L.P.
 
 SIGNATURES
  AIMCO PROPERTIES, L.P.By:
    AIMCO-GP, Inc., its general partner By:
    /s/ THOMAS M. HERZOGThomas M. HerzogExecutive Vice President and
Chief Financial Officer
(duly authorized officer and
principal financial officer) By:
    /s/ SCOTT W. FORDHAMScott W. FordhamSenior Vice President and
Chief Accounting Officer   35




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##### Table of Contents



Exhibit Index
 EXHIBIT NO.
    
    EXHIBIT TITLE10.1
    
    
    Third Amendment to Senior Secured Credit Agreement, dated as of
August 31, 2007, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc.,
as the Borrowers, the pledgors and guarantors named therein, Bank of
America, N.A., as administrative agent and Bank of America, N.A.,
Keybank National Association and the other lenders listed therein
(Exhibit 10.1 to AIMCO Properties, L.P.s Current Report on Form 8-K
filed September 5, 2007, is incorporated herein by reference).10.2
    
    
    Fourth Amendment to Senior Secured Credit Agreement, dated as of
September 14, 2007, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc.,
as the Borrowers, the pledgors and guarantors named therein, Bank of
America, N.A., as administrative agent and Bank of America, N.A. and
the other lenders party thereto (Exhibit 10.1 to AIMCO Properties,
L.P.s Current Report on Form 8-K filed September 5, 2007, is
incorporated herein by 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 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    
    
    Agreement re: disclosure of long-term debt instruments.