##### 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 June 30, 2010
 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
 Yes þ No 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




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##### 



AIMCO PROPERTIES, L.P.
 TABLE OF CONTENTS
 FORM 10-Q
 PagePART I. FINANCIAL INFORMATIONITEM 1.Financial StatementsCondensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009 (Unaudited)
    
    
    2Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2010 and 2009 (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009 (Unaudited)
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20ITEM 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    32ITEM 4.Controls and Procedures
    
    
    32PART II. OTHER INFORMATIONITEM 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




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands)
 (Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009ASSETSReal estate:Buildings and improvements
    
    $
    7,461,121
    
    
    $
    7,326,284Land
    
    
    2,179,744
    
    
    
    2,161,010Total real estate
    
    
    9,640,865
    
    
    
    9,487,294Less accumulated depreciation
    
    
    (2,830,247
    )
    
    
    (2,625,542
    )Net real estate ($913,051 and $855,170 related to VIEs)
    
    
    6,810,618
    
    
    
    6,861,752Cash and cash equivalents ($33,059 and $23,366 related to VIEs)
    
    
    78,318
    
    
    
    81,260Restricted cash ($58,346 and $56,183 related to VIEs)
    
    
    211,795
    
    
    
    219,255Accounts receivable, net ($19,782 and $20,766 related to VIEs)
    
    
    47,192
    
    
    
    59,822Accounts receivable from affiliates, net
    
    
    13,191
    
    
    
    23,744Deferred financing costs, net
    
    
    50,272
    
    
    
    51,611Notes receivable from unconsolidated real estate partnerships, net
    
    
    12,280
    
    
    
    14,295Notes receivable from non-affiliates, net
    
    
    129,427
    
    
    
    125,269Notes receivable from Aimco
    
    
    16,797
    
    
    
    16,371Investment in unconsolidated real estate partnerships ($109,463 and
$99,460 related to VIEs)
    
    
    113,418
    
    
    
    104,193Other assets
    
    
    184,597
    
    
    
    185,816Deferred income tax assets, net
    
    
    49,943
    
    
    
    42,015Assets held for sale
    
    
    6,050
    
    
    
    136,736Total assets
    
    $
    7,723,898
    
    
    $
    7,922,139LIABILITIES AND PARTNERS CAPITALProperty tax-exempt bond financing ($215,236 and $211,691 related to VIEs)
    
    $
    548,973
    
    
    $
    574,926Property loans payable ($462,363 and $390,601 related to VIEs)
    
    
    5,010,995
    
    
    
    4,884,233Term loans
    
    
    25,000
    
    
    
    90,000Other borrowings ($19,733 and $15,665 related to VIEs)
    
    
    58,943
    
    
    
    53,057Total indebtedness
    
    
    5,643,911
    
    
    
    5,602,216Accounts payable
    
    
    27,647
    
    
    
    29,819Accrued liabilities and other ($92,638 and $62,503 related to VIEs)
    
    
    279,063
    
    
    
    286,326Deferred income
    
    
    158,402
    
    
    
    180,656Security deposits
    
    
    35,794
    
    
    
    34,855Liabilities related to assets held for sale
    
    
    3,276
    
    
    
    121,237Total liabilities
    
    
    6,148,093
    
    
    
    6,255,109Redeemable preferred units
    
    
    106,389
    
    
    
    116,656Commitments and contingencies (Note 5)
    
    
    
    
    
    
    Partners capital:Preferred units
    
    
    660,500
    
    
    
    660,500General Partner and Special Limited Partner
    
    
    397,335
    
    
    
    521,692Limited Partners
    
    
    116,038
    
    
    
    95,990High Performance Units
    
    
    (42,603
    )
    
    
    (40,313
    )Investment in Aimco Class A Common Stock
    
    
    (4,509
    )
    
    
    (4,621
    )Partners capital attributable to the Partnership
    
    
    1,126,761
    
    
    
    1,233,248Noncontrolling interests in consolidated real estate partnerships
    
    
    342,655
    
    
    
    317,126Total partners capital
    
    
    1,469,416
    
    
    
    1,550,374Total liabilities and partners capital
    
    $
    7,723,898
    
    
    $
    7,922,139
   2




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AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per unit data)
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009REVENUES:Rental and other property revenues
    
    $
    285,395
    
    
    $
    279,041
    
    
    $
    570,622
    
    
    $
    559,303Asset management and tax credit revenues
    
    
    9,596
    
    
    
    12,606
    
    
    
    13,853
    
    
    
    22,144Total revenues
    
    
    294,991
    
    
    
    291,647
    
    
    
    584,475
    
    
    
    581,447OPERATING EXPENSES:Property operating expenses
    
    
    132,946
    
    
    
    125,665
    
    
    
    271,354
    
    
    
    259,149Investment management expenses
    
    
    5,141
    
    
    
    4,716
    
    
    
    8,370
    
    
    
    8,506Depreciation and amortization
    
    
    108,667
    
    
    
    108,437
    
    
    
    217,006
    
    
    
    212,606Provision for operating real estate impairment losses
    
    
    
    
    
    
    1,569
    
    
    
    
    
    
    
    2,079General and administrative expenses
    
    
    15,184
    
    
    
    14,577
    
    
    
    26,919
    
    
    
    30,837Other (income) expenses, net
    
    
    (6,693
    )
    
    
    3,748
    
    
    
    (3,592
    )
    
    
    5,229Total operating expenses
    
    
    255,245
    
    
    
    258,712
    
    
    
    520,057
    
    
    
    518,406Operating income
    
    
    39,746
    
    
    
    32,935
    
    
    
    64,418
    
    
    
    63,041Interest income
    
    
    2,142
    
    
    
    2,430
    
    
    
    5,576
    
    
    
    5,940Recovery of (provision for) losses on notes receivable, net
    
    
    148
    
    
    
    (1,534
    )
    
    
    (278
    )
    
    
    (1,685
    )Interest expense
    
    
    (79,499
    )
    
    
    (81,771
    )
    
    
    (159,294
    )
    
    
    (162,068
    )Equity in (losses) earnings of unconsolidated real estate partnerships
    
    
    (7,224
    )
    
    
    (1,696
    )
    
    
    727
    
    
    
    (3,736
    )Gain on dispositions of unconsolidated real estate and other, net
    
    
    4,970
    
    
    
    3,463
    
    
    
    7,612
    
    
    
    14,327Loss before income taxes and discontinued operations
    
    
    (39,717
    )
    
    
    (46,173
    )
    
    
    (81,239
    )
    
    
    (84,181
    )Income tax benefit
    
    
    3,598
    
    
    
    2,473
    
    
    
    7,369
    
    
    
    4,949Loss from continuing operations
    
    
    (36,119
    )
    
    
    (43,700
    )
    
    
    (73,870
    )
    
    
    (79,232
    )Income from discontinued operations, net
    
    
    26,163
    
    
    
    36,279
    
    
    
    47,366
    
    
    
    39,440Net loss
    
    
    (9,956
    )
    
    
    (7,421
    )
    
    
    (26,504
    )
    
    
    (39,792
    )Net loss (income) attributable to noncontrolling interests in
consolidated real estate partnerships
    
    
    2,716
    
    
    
    (11,692
    )
    
    
    (9,418
    )
    
    
    (5,411
    )Net loss attributable to the Partnership
    
    
    (7,240
    )
    
    
    (19,113
    )
    
    
    (35,922
    )
    
    
    (45,203
    )Net income attributable to the Partnerships preferred unitholders
    
    
    (11,811
    )
    
    
    (13,223
    )
    
    
    (26,426
    )
    
    
    (27,458
    )Net income attributable to participating securities
    
    
    (42
    )
    
    
    
    
    
    
    
    
    
    
    Net loss attributable to the Partnerships common unitholders
    
    $
    (19,093
    )
    
    $
    (32,336
    )
    
    $
    (62,348
    )
    
    $
    (72,661
    )Earnings (loss) per common unit  basic and diluted (Note 6):Loss from continuing operations attributable to the Partnerships
common unitholders
    
    $
    (0.30
    )
    
    $
    (0.39
    )
    
    $
    (0.74
    )
    
    $
    (0.72
    )Income from discontinued operations attributable to the
Partnerships
common unitholders
    
    
    0.15
    
    
    
    0.13
    
    
    
    0.24
    
    
    
    0.12Net loss attributable to the Partnerships common unitholders
    
    $
    (0.15
    )
    
    $
    (0.26
    )
    
    $
    (0.50
    )
    
    $
    (0.60
    )Weighted average common units outstanding, basic and diluted
    
    
    124,663
    
    
    
    124,333
    
    
    
    124,521
    
    
    
    121,997Distributions declared per common unit
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.10
   3




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AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Six MonthsEnded June 30,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (26,504
    )
    
    $
    (39,792
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    217,006
    
    
    
    212,606Gain on dispositions of unconsolidated real estate and other
    
    
    (7,612
    )
    
    
    (14,327
    )Discontinued operations
    
    
    (44,120
    )
    
    
    (10,851
    )Other adjustments
    
    
    2,612
    
    
    
    21,407Net changes in operating assets and operating liabilities
    
    
    (30,419
    )
    
    
    (109,642
    )Net cash provided by operating activities
    
    
    110,963
    
    
    
    59,401CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (79,023
    )
    
    
    (147,337
    )Proceeds from dispositions of real estate
    
    
    107,163
    
    
    
    265,937Purchases of partnership interests and other assets
    
    
    (3,291
    )
    
    
    (2,567
    )Originations of notes receivable from unconsolidated real estate partnerships
    
    
    (733
    )
    
    
    (4,111
    )Proceeds from repayment of notes receivable
    
    
    1,650
    
    
    
    4,376Proceeds from sales of interests in unconsolidated real estate partnerships
    
    
    9,132
    
    
    
    12,596Net increase in cash from consolidation and deconsolidation of entities (Note 2)
    
    
    13,118
    
    
    
    Distributions received from Aimco
    
    
    112
    
    
    
    376Other investing activities
    
    
    8,341
    
    
    
    20,453Net cash provided by investing activities
    
    
    56,469
    
    
    
    149,723CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from property loans
    
    
    125,491
    
    
    
    610,803Principal repayments on property loans
    
    
    (124,794
    )
    
    
    (682,681
    )Principal repayments on tax-exempt bond financing
    
    
    (31,061
    )
    
    
    (70,774
    )Payments on term loans
    
    
    (65,000
    )
    
    
    (50,000
    )Proceeds from Aimco Class A Common Stock option exercises
    
    
    1,806
    
    
    
    Repurchases of preferred units
    
    
    (7,000
    )
    
    
    (4,200
    )Payment of distributions to General Partner and Special Limited Partner
    
    
    (23,446
    )
    
    
    (72,540
    )Payment of distributions to High Performance Units
    
    
    (468
    )
    
    
    (5,111
    )Payment of distributions to Limited Partners
    
    
    (1,212
    )
    
    
    (14,148
    )Payment of distributions to preferred units
    
    
    (29,204
    )
    
    
    (29,861
    )Payment of distributions to noncontrolling interests
    
    
    (23,568
    )
    
    
    (57,799
    )Other financing activities
    
    
    8,082
    
    
    
    (20,375
    )Net cash used in financing activities
    
    
    (170,374
    )
    
    
    (396,686
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (2,942
    )
    
    
    (187,562
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    81,260
    
    
    
    299,676CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    78,318
    
    
    $
    112,114
   4




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##### Table of Contents



AIMCO PROPERTIES, L.P.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2010
 (Unaudited)
 NOTE 1  Organization
      
    
    owned an equity interest in 232 conventional real estate properties with 71,909 units;
 
    
    owned an equity interest in 254 affordable real estate properties with 29,540 units; and
 
    
    provided services for or managed 27,901 units in 331 properties, primarily pursuant to
long-term asset management agreements. In certain cases, we may indirectly own generally
less than one percent of the operations of such properties through a syndication or other
fund.
    5




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##### Table of Contents



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




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##### Table of Contents



Improvements to Financial Reporting by Enterprises Involved with Variable Interest
Entities,
   Consolidation
    
    
    DeconsolidationReal estate, net
    
    $
    144,292
    
    
    $
    (86,151
    )Cash and cash equivalents and restricted cash
    
    
    25,047
    
    
    
    (7,425
    )Accounts and notes receivable
    
    
    (13,456
    )
    
    
    6,002Investment in unconsolidated real estate partnerships
    
    
    47,974
    
    
    
    11,302Other assets
    
    
    4,190
    
    
    
    (1,084
    )Total assets
    
    $
    208,047
    
    
    $
    (77,356
    )Total indebtedness
    
    $
    131,710
    
    
    $
    (56,938
    )Accrued and other liabilities
    
    
    37,504
    
    
    
    (15,005
    )Total liabilities
    
    
    169,214
    
    
    
    (71,943
    )Cumulative effect of a change in accounting principle:Noncontrolling interests
    
    
    76,051
    
    
    
    (8,501
    )The Partnership
    
    
    (37,218
    )
    
    
    3,088Total partners capital
    
    
    38,833
    
    
    
    (5,413
    )Total liabilities and partners capital
    
    $
    208,047
    
    
    $
    (77,356
    )
  7




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Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2010
    
    
    June 30, 2010Rental and other property revenues
    
    $
    8,222
    
    
    $
    16,272Operating expenses
    
    
    (4,577
    )
    
    
    (9,203
    )Depreciation and amortization
    
    
    (2,458
    )
    
    
    (4,685
    )Other income (expenses)
    
    
    258
    
    
    
    (328
    )Operating income
    
    
    1,445
    
    
    
    2,056Interest income
    
    
    
    
    
    
    16Interest expense
    
    
    (2,258
    )
    
    
    (4,423
    )Equity in losses of unconsolidated real estate partnerships
    
    
    (5,787
    )
    
    
    (7,005
    )Gain on disposition of unconsolidated real estate and other
    
    
    3,819
    
    
    
    5,167Net loss
    
    
    (2,781
    )
    
    
    (4,189
    )Net loss attributable to noncontrolling interests in
consolidated real estate partnerships
    
    
    3,546
    
    
    
    4,855Net income attributable to the Partnership
    
    $
    765
    
    
    $
    666
     8




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##### Table of Contents



Partners Capital (including Noncontrolling Interests)
  Temporarycapital
    
    
    Partners CapitalNoncontrollingPartners capital
    
    
    interests inRedeemable
    
    
    attributable to the
    
    
    consolidated real
    
    
    Total partnerspreferred units
    
    
    Partnership
    
    
    estate partnerships
    
    
    capitalBalance, December 31, 2009
    
    $
    116,656
    
    
    $
    1,233,248
    
    
    $
    317,126
    
    
    $
    1,550,374Contributions
    
    
    
    
    
    
    
    
    
    
    4,498
    
    
    
    4,498Distributions
    
    
    (3,376
    )
    
    
    (39,194
    )
    
    
    (23,568
    )
    
    
    (62,762
    )Repurchases of common units
    
    
    
    
    
    
    (942
    )
    
    
    
    
    
    
    (942
    )Stock option exercises
    
    
    
    
    
    
    1,806
    
    
    
    
    
    
    
    1,806Repurchases of preferred units
    
    
    (10,267
    )
    
    
    3,000
    
    
    
    
    
    
    
    3,000Stock based compensation cost
    
    
    
    
    
    
    3,761
    
    
    
    
    
    
    
    3,761Effect of entities newly consolidated
    
    
    
    
    
    
    
    
    
    
    6,324
    
    
    
    6,324Adjustment of noncontrolling
interests related to revision of
investment balances
    
    
    
    
    
    
    
    
    
    
    (38,718
    )
    
    
    (38,718
    )Cumulative effect of a change in
accounting principle
    
    
    
    
    
    
    (34,130
    )
    
    
    67,550
    
    
    
    33,420Change in accumulated other
comprehensive loss
    
    
    
    
    
    
    (1,734
    )
    
    
    (272
    )
    
    
    (2,006
    )Other
    
    
    
    
    
    
    244
    
    
    
    297
    
    
    
    541Net income (loss)
    
    
    3,376
    
    
    
    (39,298
    )
    
    
    9,418
    
    
    
    (29,880
    )Balance, June 30, 2010
    
    $
    106,389
    
    
    $
    1,126,761
    
    
    $
    342,655
    
    
    $
    1,469,416
 Derivative Financial Instruments
    9




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Fair Value Measurements
   Level 2
    
    
    Level 3Interest rate
    
    
    Total rate of
    
    
    Changes in fairswaps (1)
    
    
    return swaps (2)
    
    
    value of debt (3)
    
    
    TotalFair value at December 31, 2008
    
    $
    (2,557
    )
    
    $
    (29,495
    )
    
    $
    29,495
    
    
    $
    (2,557
    )Unrealized gains (losses)
included in earnings (4)(5)
    
    
    (440
    )
    
    
    (85
    )
    
    
    85
    
    
    
    (440
    )Realized gains (losses)
included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gains (losses)
included in partners
capital
    
    
    2,164
    
    
    
    
    
    
    
    
    
    
    
    2,164Fair value at June 30, 2009
    
    $
    (833
    )
    
    $
    (29,580
    )
    
    $
    29,580
    
    
    $
    (833
    )Fair value at December 31, 2009
    
    $
    (1,596
    )
    
    $
    (24,307
    )
    
    $
    24,307
    
    
    $
    (1,596
    )Unrealized gains (losses)
included in earnings (4)(5)
    
    
    (23
    )
    
    
    907
    
    
    
    (907
    )
    
    
    (23
    )Realized gains (losses)
included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gains (losses)
included in partners
capital
    
    
    (2,006
    )
    
    
    
    
    
    
    
    
    
    
    (2,006
    )Fair value at June 30, 2010
    
    $
    (3,625
    )
    
    $
    (23,400
    )
    
    $
    23,400
    
    
    $
    (3,625
    )
 (1)
    
    The fair value of interest rate swaps is estimated using an income approach with
primarily observable inputs including information regarding the hedged variable cash flows
and forward yield curves relating to the variable interest rates on which the hedged cash
flows are based.  10




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##### Table of Contents



(2)
    
    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.(3)
    
    This represents changes in fair value of debt subject to our total rate of return swaps.
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.(4)
    
    Unrealized gains (losses) relate to periodic revaluations of fair value and have not
resulted from the settlement of a swap position.(5)
    
    These amounts are included in interest expense in the accompanying condensed consolidated
statements of operations.  Fair value
    
    
    Totalmeasurement
    
    
    gain (loss)Real estate (impairments losses) (1)
    
    $
    29,050
    
    
    $
    (6,883
    )Real estate (newly consolidated) (2)(3)
    
    
    117,083
    
    
    
    236Property debt (newly consolidated) (2)(4)
    
    
    83,890
    
    
    
    
 (1)
    
    During the six months ended June 30, 2010, we reduced the carrying amounts of real estate
assets classified as held for sale to their estimated fair value, less estimated costs to
sell.(2)
    
    In connection with our adoption of ASU 2009-17 (see preceding discussion of Variable
Interest Entities) and reconsideration events during the six months ended June 30, 2010, we
consolidated 17 partnerships at fair value. With the exception of such partnerships
investments in real estate properties and related non-recourse property debt obligations, we
determined the carrying amounts of the related assets and liabilities approximated their
fair values. The difference between our recorded investments in such partnerships and the
fair value of the assets and liabilities recognized in consolidation, resulted in an
adjustment of consolidated partners capital (allocated between the Partnership and
noncontrolling interests) for those partnerships consolidated in connection with our
adoption of ASU 2009-17. For the partnerships we consolidated at fair value due to
reconsideration events during the six months ended June 30, 2010, the difference between our
recorded investments in such partnerships and the fair value of the assets, liabilities and
noncontrolling interests recognized upon consolidation resulted in our recognition of a
gain, which is included in gain on disposition of unconsolidated real estate and other in
our consolidated statement of operations for the six months ended June 30, 2010.(3)
    
    We estimate the fair value of real estate using income and market valuation techniques
using information such as broker estimates, purchase prices for recent transactions on
comparable assets and net operating income capitalization analyses using observable and
unobservable inputs such as capitalization rates, asset quality grading, geographic location
analysis, and local supply and demand observations.(4)
    
    Refer to the recurring fair value measurements table for an explanation of the valuation
techniques we use to estimate the fair value of debt.  11




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##### Table of Contents



Concentration of Credit Risk
   Income Taxes
  Use of Estimates
   12




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##### Table of Contents



NOTE 3  Real Estate Dispositions
 Real Estate Dispositions (Discontinued Operations)
  June 30,
    
    
    December 31,2010
    
    
    2009Real estate, net
    
    $
    5,725
    
    
    $
    133,886Other assets
    
    
    325
    
    
    
    2,850Assets held for sale
    
    $
    6,050
    
    
    $
    136,736Property debt
    
    $
    3,135
    
    
    $
    117,271Other liabilities
    
    
    141
    
    
    
    3,966Liabilities related to assets held for sale
    
    $
    3,276
    
    
    $
    121,237
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Rental and other property revenues
    
    $
    3,218
    
    
    $
    56,872
    
    
    $
    10,977
    
    
    $
    118,186Property operating expenses
    
    
    (1,773
    )
    
    
    (29,015
    )
    
    
    (5,199
    )
    
    
    (61,262
    )Depreciation and amortization
    
    
    (453
    )
    
    
    (17,538
    )
    
    
    (1,925
    )
    
    
    (36,962
    )Provision for operating real estate
impairment losses
    
    
    (895
    )
    
    
    (17,268
    )
    
    
    (8,121
    )
    
    
    (13,904
    )Other expenses, net
    
    
    (194
    )
    
    
    (3,180
    )
    
    
    (1,046
    )
    
    
    (5,180
    )Operating (loss) income
    
    
    (97
    )
    
    
    (10,129
    )
    
    
    (5,314
    )
    
    
    878Interest income
    
    
    81
    
    
    
    46
    
    
    
    107
    
    
    
    188Interest expense
    
    
    (585
    )
    
    
    (10,898
    )
    
    
    (1,593
    )
    
    
    (23,343
    )Loss before gain on dispositions of
real estate and income tax
    
    
    (601
    )
    
    
    (20,981
    )
    
    
    (6,800
    )
    
    
    (22,277
    )Gain on dispositions of real estate
    
    
    26,982
    
    
    
    57,991
    
    
    
    53,321
    
    
    
    62,538Income tax (expense) benefit
    
    
    (218
    )
    
    
    (731
    )
    
    
    845
    
    
    
    (821
    )Income from discontinued operations, net
    
    $
    26,163
    
    
    $
    36,279
    
    
    $
    47,366
    
    
    $
    39,440Income from discontinued operations
attributable to:Noncontrolling interests in
consolidated real estate partnerships
    
    $
    (7,107
    )
    
    $
    (20,662
    )
    
    $
    (17,800
    )
    
    $
    (25,182
    )The Partnership
    
    $
    19,056
    
    
    $
    15,617
    
    
    $
    29,566
    
    
    $
    14,258
    13




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##### Table of Contents



Gain on Dispositions of Unconsolidated Real Estate and Other
   NOTE 4  Other Significant Transactions
 Restructuring Costs
  NOTE 5 Commitments and Contingencies
 Commitments
      14




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##### Table of Contents



Tax Credit Arrangements
  Legal Matters
  Limited Partnerships
  Environmental
   Mold
   15




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##### Table of Contents



NOTE 6  Earnings (Loss) per Unit
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator:Loss from continuing operations
    
    $
    (36,119
    )
    
    $
    (43,700
    )
    
    $
    (73,870
    )
    
    $
    (79,232
    )Loss from continuing operations attributable to
noncontrolling interests
    
    
    9,823
    
    
    
    8,970
    
    
    
    8,382
    
    
    
    19,771Income attributable to the Partnerships preferred
unitholders
    
    
    (11,811
    )
    
    
    (13,223
    )
    
    
    (26,426
    )
    
    
    (27,458
    )Income attributable to participating securities
    
    
    (42
    )
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations attributable to the
Partnerships common unitholders
    
    $
    (38,149
    )
    
    $
    (47,953
    )
    
    $
    (91,914
    )
    
    $
    (86,919
    )Income from discontinued operations
    
    $
    26,163
    
    
    $
    36,279
    
    
    $
    47,366
    
    
    $
    39,440Income from discontinued operations attributable to
noncontrolling interests
    
    
    (7,107
    )
    
    
    (20,662
    )
    
    
    (17,800
    )
    
    
    (25,182
    )Income from discontinued operations attributable to
the Partnerships common unitholders
    
    $
    19,056
    
    
    $
    15,617
    
    
    $
    29,566
    
    
    $
    14,258Net loss
    
    $
    (9,956
    )
    
    $
    (7,421
    )
    
    $
    (26,504
    )
    
    $
    (39,792
    )Loss (income) attributable to noncontrolling interests
    
    
    2,716
    
    
    
    (11,692
    )
    
    
    (9,418
    )
    
    
    (5,411
    )Income attributable to the Partnerships preferred
unitholders
    
    
    (11,811
    )
    
    
    (13,223
    )
    
    
    (26,426
    )
    
    
    (27,458
    )Income attributable to participating securities
    
    
    (42
    )
    
    
    
    
    
    
    
    
    
    
    Net loss attributable to the Partnerships common
unitholders
    
    $
    (19,093
    )
    
    $
    (32,336
    )
    
    $
    (62,348
    )
    
    $
    (72,661
    )Denominator:Denominator for basic earnings per unit  weighted
average number of common units outstanding
    
    
    124,663
    
    
    
    124,333
    
    
    
    124,521
    
    
    
    121,997Effect of dilutive securities:Dilutive potential common units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted earnings per unit
    
    
    124,663
    
    
    
    124,333
    
    
    
    124,521
    
    
    
    121,997Earnings (loss) per common unit:Basic and diluted earnings (loss) per common unit:Loss from continuing operations attributable to the
Partnerships common unitholders
    
    $
    (0.30
    )
    
    $
    (0.39
    )
    
    $
    (0.74
    )
    
    $
    (0.72
    )Income from discontinued operations attributable to
the Partnerships common unitholders
    
    
    0.15
    
    
    
    0.13
    
    
    
    0.24
    
    
    
    0.12Net loss attributable to the Partnerships common
unitholders
    
    $
    (0.15
    )
    
    $
    (0.26
    )
    
    $
    (0.50
    )
    
    $
    (0.60
    )
  16




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##### Table of Contents



Accounting for Distributions to Shareholders with Components of Stock and Cash
 NOTE 7  Business Segments
    17




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##### Table of Contents



Corporate andConventional
    
    
    Affordable
    
    
    Amounts NotReal Estate
    
    
    Real Estate
    
    
    Allocated toOperations
    
    
    Operations (1)
    
    
    Segments
    
    
    TotalThree Months Ended June 30, 2010:Rental and other property revenues (2)
    
    $
    230,267
    
    
    $
    54,268
    
    
    $
    860
    
    
    $
    285,395Asset management and tax credit revenues
    
    
    
    
    
    
    
    
    
    
    9,596
    
    
    
    9,596Total revenues
    
    
    230,267
    
    
    
    54,268
    
    
    
    10,456
    
    
    
    294,991Property operating expenses (2)
    
    
    89,735
    
    
    
    26,363
    
    
    
    16,848
    
    
    
    132,946Investment management expenses
    
    
    
    
    
    
    
    
    
    
    5,141
    
    
    
    5,141Depreciation and amortization (2)
    
    
    
    
    
    
    
    
    
    
    108,667
    
    
    
    108,667General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    15,184
    
    
    
    15,184Other income, net
    
    
    
    
    
    
    
    
    
    
    (6,693
    )
    
    
    (6,693
    )Total operating expenses
    
    
    89,735
    
    
    
    26,363
    
    
    
    139,147
    
    
    
    255,245Net operating income (loss)
    
    
    140,532
    
    
    
    27,905
    
    
    
    (128,691
    )
    
    
    39,746Other items included in continuing operations
    
    
    
    
    
    
    
    
    
    
    (75,865
    )
    
    
    (75,865
    )Income (loss) from continuing operations
    
    $
    140,532
    
    
    $
    27,905
    
    
    $
    (204,556
    )
    
    $
    (36,119
    )Three Months Ended June 30, 2009:Rental and other property revenues (2)
    
    $
    229,048
    
    
    $
    48,653
    
    
    $
    1,340
    
    
    $
    279,041Asset management and tax credit revenues
    
    
    
    
    
    
    
    
    
    
    12,606
    
    
    
    12,606Total revenues
    
    
    229,048
    
    
    
    48,653
    
    
    
    13,946
    
    
    
    291,647Property operating expenses (2)
    
    
    90,518
    
    
    
    22,078
    
    
    
    13,069
    
    
    
    125,665Investment management expenses
    
    
    
    
    
    
    
    
    
    
    4,716
    
    
    
    4,716Depreciation and amortization (2)
    
    
    
    
    
    
    
    
    
    
    108,437
    
    
    
    108,437Provision for operating real estate impairment losses (2)
    
    
    
    
    
    
    
    
    
    
    1,569
    
    
    
    1,569General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    14,577
    
    
    
    14,577Other expenses, net
    
    
    
    
    
    
    
    
    
    
    3,748
    
    
    
    3,748Total operating expenses
    
    
    90,518
    
    
    
    22,078
    
    
    
    146,116
    
    
    
    258,712Net operating income (loss)
    
    
    138,530
    
    
    
    26,575
    
    
    
    (132,170
    )
    
    
    32,935Other items included in continuing operations
    
    
    
    
    
    
    
    
    
    
    (76,635
    )
    
    
    (76,635
    )Income (loss) from continuing operations
    
    $
    138,530
    
    
    $
    26,575
    
    
    $
    (208,805
    )
    
    $
    (43,700
    )
  18




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##### Table of Contents



Corporate andConventional
    
    
    Affordable
    
    
    Amounts NotReal Estate
    
    
    Real Estate
    
    
    Allocated toOperations
    
    
    Operations (1)
    
    
    Segments
    
    
    TotalSix Months Ended June 30, 2010:Rental and other property revenues (2)
    
    $
    461,075
    
    
    $
    107,506
    
    
    $
    2,041
    
    
    $
    570,622Asset management and tax credit revenues
    
    
    
    
    
    
    
    
    
    
    13,853
    
    
    
    13,853Total revenues
    
    
    461,075
    
    
    
    107,506
    
    
    
    15,894
    
    
    
    584,475Property operating expenses (2)
    
    
    186,019
    
    
    
    54,121
    
    
    
    31,214
    
    
    
    271,354Investment management expenses
    
    
    
    
    
    
    
    
    
    
    8,370
    
    
    
    8,370Depreciation and amortization (2)
    
    
    
    
    
    
    
    
    
    
    217,006
    
    
    
    217,006General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    26,919
    
    
    
    26,919Other income, net
    
    
    
    
    
    
    
    
    
    
    (3,592
    )
    
    
    (3,592
    )Total operating expenses
    
    
    186,019
    
    
    
    54,121
    
    
    
    279,917
    
    
    
    520,057Net operating income (loss)
    
    
    275,056
    
    
    
    53,385
    
    
    
    (264,023
    )
    
    
    64,418Other items included in continuing operations
    
    
    
    
    
    
    
    
    
    
    (138,288
    )
    
    
    (138,288
    )Income (loss) from continuing operations
    
    $
    275,056
    
    
    $
    53,385
    
    
    $
    (402,311
    )
    
    $
    (73,870
    )Six Months Ended June 30, 2009:Rental and other property revenues (2)
    
    $
    460,918
    
    
    $
    95,402
    
    
    $
    2,983
    
    
    $
    559,303Asset management and tax credit revenues
    
    
    
    
    
    
    
    
    
    
    22,144
    
    
    
    22,144Total revenues
    
    
    460,918
    
    
    
    95,402
    
    
    
    25,127
    
    
    
    581,447Property operating expenses (2)
    
    
    183,498
    
    
    
    45,959
    
    
    
    29,692
    
    
    
    259,149Investment management expenses
    
    
    
    
    
    
    
    
    
    
    8,506
    
    
    
    8,506Depreciation and amortization (2)
    
    
    
    
    
    
    
    
    
    
    212,606
    
    
    
    212,606Provision for operating real estate impairment
losses (2)
    
    
    
    
    
    
    
    
    
    
    2,079
    
    
    
    2,079General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    30,837
    
    
    
    30,837Other expenses, net
    
    
    
    
    
    
    
    
    
    
    5,229
    
    
    
    5,229Total operating expenses
    
    
    183,498
    
    
    
    45,959
    
    
    
    288,949
    
    
    
    518,406Net operating income (loss)
    
    
    277,420
    
    
    
    49,443
    
    
    
    (263,822
    )
    
    
    63,041Other items included in continuing operations
    
    
    
    
    
    
    
    
    
    
    (142,273
    )
    
    
    (142,273
    )Income (loss) from continuing operations
    
    $
    277,420
    
    
    $
    49,443
    
    
    $
    (406,095
    )
    
    $
    (79,232
    )
 (1)
    
    Net operating income amounts from our affordable real estate operations for 2010 are not
comparable to the 2009 amounts due to our adoption during 2010 of revised accounting guidance
regarding consolidation of variable interest entities (see Note 2).(2)
    
    Our chief operating decision maker assesses the performance of our conventional and
affordable real estate operations using, among other measures, net operating income,
excluding property management revenues and certain property management expenses, casualty
gains and losses, depreciation and amortization and provision for operating real estate
impairment losses. Accordingly, we do not allocate these amounts to our segments.  June 30,
    
    
    December 31,2010
    
    
    2009Conventional
    
    $
    5,973,781
    
    
    $
    6,096,911Affordable
    
    
    1,220,186
    
    
    
    1,133,099Corporate and other assets
    
    
    529,931
    
    
    
    692,129Total consolidated assets
    
    $
    7,723,898
    
    
    $
    7,922,139
  19




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward Looking Statements
 The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements in certain circumstances. Certain information included in this Report
contains or may contain information that is forward-looking, within the meaning of the federal
securities laws, including, without limitation, statements regarding our ability to maintain current or meet
projected occupancy, rental rates  and property operating results.
Actual results may differ materially from those described in these forward-looking statements and,
in addition, will be affected by a variety of risks and factors, some of which are beyond our
control, including, without limitation: financing risks, including the availability and cost of
capital markets financing and the risk that our cash flows from operations may be insufficient to meet required
payments of principal and interest; earnings may not be sufficient to maintain compliance with debt
covenants; real estate risks, including fluctuations in real estate values and the general economic
climate in the markets in which we operate and competition for residents in such markets; national
and local economic conditions; the terms of governmental regulations that affect us and
interpretations of those regulations; the competitive environment in which we operate; the timing
of acquisitions and dispositions; insurance risk, including the cost of insurance; natural
disasters and severe weather such as hurricanes; litigation, including costs associated with
prosecuting or defending claims and any adverse outcomes; energy costs; and possible environmental
liabilities, including costs, fines or penalties that may be incurred due to necessary remediation
of contamination of properties presently owned or previously owned by us. In addition, Aimcos
current and continuing qualification as a real estate investment trust involves the application of
highly technical and complex provisions of the Internal Revenue Code and depends on its ability to
meet the various requirements imposed by the Internal Revenue Code, through actual operating
results, distribution levels and diversity of stock ownership. Readers should carefully review our
financial statements and the notes thereto, as well as the section entitled Risk Factors described
in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009, 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
      
    
    Average daily occupancy for our Conventional Same Store
 properties remained high at 95.6%.
    
    Conventional Same Store revenues for the three months ended June 30, 2010
decreased by 0.4% as compared to the three months ended June 30, 2009.  Renewal rates are now positive in all
but one market, while new lease rates are positive in several markets for the first time in more than a year.
  20




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##### Table of Contents




    
    Operating income related to our asset management,
tax credit and investment management activities have declined relative to 2009.
The market for tax credit syndications remains weak and as a result, during the three
months ended June 30, 2010, we decided to not proceed with the syndication of several tax
credit projects and wrote-off previously deferred costs associated with these projects.
    
    Property sales declined
relative to 2009.  We expect
property sales to continue to decline in the second half of 2010, as property sales completed through July allowed us to fully repay the remainder of our term debt.
  Results of Operations
 Overview
 Three and six months ended June 30, 2010 compared to June 30, 2009
   
    
    an increase in other income, primarily attributable to the settlement of certain
litigation matters; and
 
    
    a decrease in earnings allocated to noncontrolling interests in consolidated real estate
partnerships, primarily due to their share of the decrease in gains on disposition of
consolidated real estate properties discussed below.
  
    
    a decrease in income from discontinued operations, primarily related to the volume of
sales in 2010 and the related number of properties included in discontinued operations in
2009 as compared to 2010; and
 
    
    a decrease in operating
income related to asset
management, tax credit and investment
management activities.
   
    
    an increase in other income, primarily attributable to the settlement of certain
litigation matters; and
 
    
    an increase in income from discontinued operations, due primarily to a reduction in
depreciation and interest expense.
   Real Estate Operations
   21




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Rental and other property revenues:Conventional real estate operations
    
    $
    230,267
    
    
    $
    229,048
    
    
    $
    461,075
    
    
    $
    460,918Affordable real estate operations
    
    
    54,268
    
    
    
    48,653
    
    
    
    107,506
    
    
    
    95,402Corporate and amounts not allocated
    
    
    860
    
    
    
    1,340
    
    
    
    2,041
    
    
    
    2,983Total
    
    
    285,395
    
    
    
    279,041
    
    
    
    570,622
    
    
    
    559,303Property operating expenses:Conventional real estate operations
    
    
    89,735
    
    
    
    90,518
    
    
    
    186,019
    
    
    
    183,498Affordable real estate operations
    
    
    26,363
    
    
    
    22,078
    
    
    
    54,121
    
    
    
    45,959Corporate and amounts not allocated
    
    
    16,848
    
    
    
    13,069
    
    
    
    31,214
    
    
    
    29,692Total
    
    
    132,946
    
    
    
    125,665
    
    
    
    271,354
    
    
    
    259,149Real estate operations net operating income:Conventional real estate operations
    
    
    140,532
    
    
    
    138,530
    
    
    
    275,056
    
    
    
    277,420Affordable real estate operations
    
    
    27,905
    
    
    
    26,575
    
    
    
    53,385
    
    
    
    49,443Corporate and amounts not allocated
    
    
    (15,988
    )
    
    
    (11,729
    )
    
    
    (29,173
    )
    
    
    (26,709
    )Total
    
    $
    152,449
    
    
    $
    153,376
    
    
    $
    299,268
    
    
    $
    300,154
          22




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##### Table of Contents



Asset Management and Tax Credit Revenues
      23




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##### Table of Contents



Investment Management Expenses
   Depreciation and Amortization
  Provision for Operating Real Estate Impairment Losses
   General and Administrative Expenses
   Other (Income) Expenses, Net
  Interest Income
     24




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##### Table of Contents



Recovery
of (Provision for) Losses on Notes Receivable, Net
  Interest Expense
   Equity in (Losses) Earnings of Unconsolidated Real Estate Partnerships
    Gain
on Dispositions of Unconsolidated Real Estate and Other, Net
    25




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##### Table of Contents



Income Tax Benefit
   Income from Discontinued Operations, Net
         26




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##### Table of Contents



Noncontrolling Interests in Consolidated Real Estate Partnerships
    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; and
 
    
    changes in interest rates and the availability of financing.
  27




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##### Table of Contents



Notes Receivable and Interest Income Recognition
    Provision for Losses on Notes Receivable
    28




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##### Table of Contents



Capitalized Costs
   Liquidity and Capital Resources
      29




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##### Table of Contents



Operating Activities
  Investing Activities
     30




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##### Table of Contents



Financing Activities
  Property Debt
  Term Loan and Credit Facility
    Partners Capital Transactions
   Future Capital Needs
  Dodd-Frank Wall Street Reform and Consumer Protection Act
   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 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Unregistered Sales of Equity Securities.
 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 or
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    per Unit
    
    
    Programs (1)
    
    
    Plans or Programs (2)April 1  April 30, 2010
    
    
    3,047
    
    
    $
    18.01
    
    
    
    N/A
    
    
    
    N/AMay 1  May 31, 2010
    
    
    4,561
    
    
    
    20.70
    
    
    
    N/A
    
    
    
    N/AJune 1  June 30, 2010
    
    
    8,548
    
    
    
    20.64
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    16,156
    
    
    $
    20.16
 (1)
    
    The terms of our Partnership Agreement do not provide for a maximum number of units that
may be repurchased, and other than the express terms of our Partnership Agreement, we have
no publicly announced plans or programs of repurchase. However, whenever Aimco repurchases
shares of its Class A Common Stock, it is expected that Aimco will fund the repurchase with
proceeds from a concurrent repurchase by us of common OP Units held by Aimco at a price per
unit that is equal to the price per share paid for its Class A Common Stock.(2)
    
    Aimcos board of directors has, from time to time, authorized Aimco to repurchase shares
of its Class A Common Stock. As of June 30, 2010, 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.
  33




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##### Table of Contents



ITEM 6. Exhibits
  EXHIBIT NO. (1)10.1
    
    
    Ninth Amendment to Amended and Restated Senior Secured Credit
Agreement, dated as of May 14, 2010, by and among Apartment
Investment and Management Company, AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc., as the borrowers, the guarantors and
the pledgors named therein and the lenders party thereto (Exhibit
10.1 to Aimcos Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2010, is incorporated herein by this reference)31.1
    
    
    Certification of Chief Executive Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    
    Agreement Regarding Disclosure of Long-Term Debt Instruments
 (1)
    
    Schedules and supplemental materials to the exhibits have been omitted but will be
provided to the Securities and Exchange Commission upon request.  34




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##### Table of Contents



SIGNATURES
  AIMCO PROPERTIES, L.P.By: AIMCO-GP, Inc., its general partnerBy:
    
    /s/ ERNEST M. FREEDMAN

Ernest M. FreedmanExecutive Vice President and Chief Financial Officer(duly authorized officer and principal financial officer)By:
    
    /s/ PAUL BELDIN

Paul BeldinSenior Vice President and
Chief Accounting Officer
   35




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##### Table of Contents



ITEM 6. Exhibits
 
 Exhibit Index
 EXHIBIT NO. (1)10.1
    
    
    Ninth Amendment to Amended and Restated Senior Secured Credit
Agreement, dated as of May 14, 2010, by and among Apartment
Investment and Management Company, AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc., as the borrowers, the guarantors and
the pledgors named therein and the lenders party thereto (Exhibit
10.1 to Aimcos Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2010, is incorporated herein by this reference)31.1
    
    
    Certification of Chief Executive Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    
    Agreement Regarding Disclosure of Long-Term Debt Instruments
 (1)
    
    Schedules and supplemental materials to the exhibits have been omitted but will be
provided to
the Securities and Exchange Commission upon request.