##### 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, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-24497
 
 AIMCO Properties, L.P.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    84-1275621
(I.R.S. Employer
Identification No.)4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado
(Address of principal executive offices)
    
    80237
(Zip Code)
 (303) 757-8101
 Not Applicable
 þ o
 Yes
o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



AIMCO PROPERTIES, L.P.
 TABLE OF CONTENTS
 FORM 10-Q
 PagePART I. FINANCIAL INFORMATIONITEM 1.Financial StatementsCondensed Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008
(Unaudited)
    
    
    1Condensed Consolidated Statements of Income for the Three and Six Months Ended June
30, 2009 and 2008 (Unaudited)
    
    
    2Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30,
2009 and 2008 (Unaudited)
    
    
    3Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    4ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19ITEM 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    35ITEM 4.Controls and Procedures
    
    
    35PART II. OTHER INFORMATIONITEM 1A.Risk Factors
    
    
    36ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    36ITEM 5.Other Information
    
    
    37ITEM 6.Exhibits
    
    
    38Signatures
    
    
    39Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSReal estate:Buildings and improvements
    
    $
    8,231,111
    
    
    $
    8,145,589Land
    
    
    2,273,852
    
    
    
    2,264,335Total real estate
    
    
    10,504,963
    
    
    
    10,409,924Less accumulated depreciation
    
    
    (2,811,511
    )
    
    
    (2,626,868
    )Net real estate
    
    
    7,693,452
    
    
    
    7,783,056Cash and cash equivalents
    
    
    112,114
    
    
    
    299,676Restricted cash
    
    
    257,432
    
    
    
    256,817Accounts receivable, net
    
    
    67,729
    
    
    
    92,923Accounts receivable from affiliates, net
    
    
    27,644
    
    
    
    36,372Deferred financing costs, net
    
    
    59,038
    
    
    
    56,052Notes receivable from unconsolidated real estate partnerships, net
    
    
    14,818
    
    
    
    22,567Notes receivable from non-affiliates, net
    
    
    141,125
    
    
    
    139,897Notes receivable from Aimco
    
    
    15,958
    
    
    
    15,551Investment in unconsolidated real estate partnerships
    
    
    116,301
    
    
    
    117,905Other assets
    
    
    222,007
    
    
    
    188,691Deferred income tax assets, net
    
    
    28,332
    
    
    
    28,326Assets held for sale
    
    
    100,729
    
    
    
    391,884Total assets
    
    $
    8,856,679
    
    
    $
    9,429,717LIABILITIES AND PARTNERS CAPITALProperty tax-exempt bond financing
    
    $
    624,975
    
    
    $
    669,339Property loans payable
    
    
    5,423,593
    
    
    
    5,425,908Term loan
    
    
    350,000
    
    
    
    400,000Other borrowings
    
    
    88,237
    
    
    
    95,981Total indebtedness
    
    
    6,486,805
    
    
    
    6,591,228Accounts payable
    
    
    33,335
    
    
    
    64,241Accrued liabilities and other
    
    
    292,110
    
    
    
    411,093Deferred income
    
    
    183,594
    
    
    
    194,867Security deposits
    
    
    41,427
    
    
    
    41,308Liabilities related to assets held for sale
    
    
    72,570
    
    
    
    245,332Total liabilities
    
    
    7,109,841
    
    
    
    7,548,069Redeemable preferred units
    
    
    117,286
    
    
    
    88,148Commitments and contingencies (Note 5)
    
    
    
    
    
    
    Partners capital:Preferred units
    
    
    660,500
    
    
    
    696,500General Partner and Special Limited Partner
    
    
    645,350
    
    
    
    694,805Limited Partners
    
    
    57,305
    
    
    
    82,271High Performance Units
    
    
    (41,290
    )
    
    
    (39,687
    )Investment in Aimco Class A Common Stock
    
    
    (4,733
    )
    
    
    (5,109
    )Partners capital attributable to the Partnership
    
    
    1,317,132
    
    
    
    1,428,780Noncontrolling interests in consolidated real estate partnerships
    
    
    312,420
    
    
    
    364,720Total partners capital
    
    
    1,629,552
    
    
    
    1,793,500Total liabilities and partners capital
    
    $
    8,856,679
    
    
    $
    9,429,717
   1




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AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per unit data)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUES:Rental and other property revenues
    
    $
    320,852
    
    
    $
    316,970
    
    
    $
    643,010
    
    
    $
    633,727Property management revenues, primarily from affiliates
    
    
    1,340
    
    
    
    1,415
    
    
    
    2,983
    
    
    
    3,519Asset management and tax credit revenues
    
    
    12,606
    
    
    
    38,175
    
    
    
    22,144
    
    
    
    51,027Total revenues
    
    
    334,798
    
    
    
    356,560
    
    
    
    668,137
    
    
    
    688,273OPERATING EXPENSES:Property operating expenses
    
    
    142,914
    
    
    
    141,213
    
    
    
    292,108
    
    
    
    294,945Property management expenses
    
    
    472
    
    
    
    1,254
    
    
    
    1,905
    
    
    
    2,589Investment management expenses
    
    
    4,716
    
    
    
    5,807
    
    
    
    8,506
    
    
    
    10,194Depreciation and amortization
    
    
    122,198
    
    
    
    105,642
    
    
    
    240,914
    
    
    
    204,659Provision for operating real estate impairment losses
    
    
    4,988
    
    
    
    
    
    
    
    5,498
    
    
    
    General and administrative expenses
    
    
    17,849
    
    
    
    27,004
    
    
    
    37,922
    
    
    
    48,370Other expenses, net
    
    
    4,398
    
    
    
    10,933
    
    
    
    6,463
    
    
    
    18,117Total operating expenses
    
    
    297,535
    
    
    
    291,853
    
    
    
    593,316
    
    
    
    578,874Operating income
    
    
    37,263
    
    
    
    64,707
    
    
    
    74,821
    
    
    
    109,399Interest income
    
    
    2,469
    
    
    
    1,944
    
    
    
    6,062
    
    
    
    11,703Provision for losses on notes receivable, net
    
    
    (1,534
    )
    
    
    (42
    )
    
    
    (1,685
    )
    
    
    (265
    )Interest expense
    
    
    (90,896
    )
    
    
    (89,790
    )
    
    
    (179,888
    )
    
    
    (178,391
    )Equity losses of unconsolidated real estate partnerships
    
    
    (1,696
    )
    
    
    (843
    )
    
    
    (3,736
    )
    
    
    (1,872
    )Gain on dispositions of unconsolidated real estate and other
    
    
    3,750
    
    
    
    255
    
    
    
    14,611
    
    
    
    166Loss before income taxes and discontinued operations
    
    
    (50,644
    )
    
    
    (23,769
    )
    
    
    (89,815
    )
    
    
    (59,260
    )Income tax benefit
    
    
    3,080
    
    
    
    3,281
    
    
    
    5,285
    
    
    
    4,977Loss from continuing operations
    
    
    (47,564
    )
    
    
    (20,488
    )
    
    
    (84,530
    )
    
    
    (54,283
    )Income from discontinued operations, net
    
    
    40,143
    
    
    
    363,639
    
    
    
    44,737
    
    
    
    373,968Net (loss) income
    
    
    (7,421
    )
    
    
    343,151
    
    
    
    (39,793
    )
    
    
    319,685Noncontrolling interests:Net income attributable to noncontrolling interests in
consolidated real estate partnerships
    
    
    (11,692
    )
    
    
    (58,660
    )
    
    
    (5,410
    )
    
    
    (61,974
    )Net (loss) income attributable to the Partnership
    
    
    (19,113
    )
    
    
    284,491
    
    
    
    (45,203
    )
    
    
    257,711Net income attributable to the Partnerships preferred unitholders
    
    
    (13,223
    )
    
    
    (15,595
    )
    
    
    (27,458
    )
    
    
    (31,585
    )Net income attributable to participating securities
    
    
    
    
    
    
    (3,225
    )
    
    
    
    
    
    
    (2,522
    )Net (loss) income attributable to the Partnerships common unitholders
    
    $
    (32,336
    )
    
    $
    265,671
    
    
    $
    (72,661
    )
    
    $
    223,604Earnings (loss) attributable to the Partnership per common unit -
basic and diluted (Note 6):Loss from continuing operations attributable to the Partnership (net
of
income attributable to the Partnerships preferred unitholders and
participating securities)
    
    $
    (0.41
    )
    
    $
    (0.33
    )
    
    $
    (0.74
    )
    
    $
    (0.68
    )Income from discontinued operations attributable to the Partnership
    
    
    0.15
    
    
    
    2.33
    
    
    
    0.16
    
    
    
    2.33Net (loss) income attributable to the Partnerships common unitholders
    
    $
    (0.26
    )
    
    $
    2.00
    
    
    $
    (0.58
    )
    
    $
    1.65Weighted average common units outstanding, basic and diluted
    
    
    124,333
    
    
    
    133,043
    
    
    
    124,416
    
    
    
    135,337Distributions declared per common unit
    
    $
    0.10
    
    
    $
    0.44
    
    
    $
    0.10
    
    
    $
    0.44
   2




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AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six MonthsEnded June 30,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (39,793
    )
    
    $
    319,685Adjustments to reconcile net (loss) income to net cash provided by operating activities:Depreciation and amortization
    
    
    240,914
    
    
    
    204,659Gain on dispositions of unconsolidated real estate and other
    
    
    (14,611
    )
    
    
    (166
    )Discontinued operations
    
    
    (41,958
    )
    
    
    (308,001
    )Other adjustments
    
    
    23,915
    
    
    
    29,575Net changes in operating assets and operating liabilities
    
    
    (109,066
    )
    
    
    4,407Net cash provided by operating activities
    
    
    59,401
    
    
    
    250,159CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of real estate
    
    
    
    
    
    
    (56,534
    )Capital expenditures
    
    
    (147,337
    )
    
    
    (307,378
    )Proceeds from dispositions of real estate
    
    
    265,937
    
    
    
    856,932Proceeds from sales of interests in unconsolidated real estate partnerships
    
    
    12,596
    
    
    
    Purchases of partnership interests and other assets
    
    
    (2,567
    )
    
    
    (20,131
    )Originations of notes receivable from unconsolidated real estate partnerships
    
    
    (4,111
    )
    
    
    (4,864
    )Proceeds from repayment of notes receivable
    
    
    4,376
    
    
    
    5,044Distributions received from Aimco
    
    
    376
    
    
    
    474Other investing activities
    
    
    20,453
    
    
    
    655Net cash provided by investing activities
    
    
    149,723
    
    
    
    474,198CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from property loans
    
    
    610,803
    
    
    
    455,523Principal repayments on property loans
    
    
    (682,681
    )
    
    
    (600,683
    )Proceeds from tax-exempt bond financing
    
    
    
    
    
    
    21,200Principal repayments on tax-exempt bond financing
    
    
    (70,774
    )
    
    
    (32,495
    )Payments on term loans
    
    
    (50,000
    )
    
    
    Net borrowings on revolving credit facility
    
    
    
    
    
    
    145,000Repurchases of common OP units
    
    
    
    
    
    
    (352,306
    )Repurchases of preferred units
    
    
    (4,200
    )
    
    
    Payment of distributions to General Partner and Special Limited Partner
    
    
    (72,540
    )
    
    
    (108,282
    )Payment of distributions to Limited Partners
    
    
    (14,148
    )
    
    
    (22,384
    )Payment of distributions to High Performance Units
    
    
    (5,111
    )
    
    
    (7,399
    )Payment of distributions to preferred units
    
    
    (29,861
    )
    
    
    (31,605
    )Payment of distributions to noncontrolling interests
    
    
    (57,799
    )
    
    
    (85,695
    )Other financing activities
    
    
    (20,375
    )
    
    
    14,471Net cash used in financing activities
    
    
    (396,686
    )
    
    
    (604,655
    )NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (187,562
    )
    
    
    119,702CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    299,676
    
    
    
    210,461CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    112,114
    
    
    $
    330,163
   3




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AIMCO PROPERTIES, L.P.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2009
(Unaudited)
 NOTE 1  Organization
     
    
    owned an equity interest in and consolidated 111,054 units in 485 properties (which we
refer to as consolidated properties), of which 108,713 units were also managed by us;
    
    owned an equity interest in and did not consolidate 8,915 units in 82 properties (which
we refer to as unconsolidated properties), of which 3,884 units were also managed by us;
and
    
    provided services for or managed 34,542 units in 383 properties, primarily pursuant to
long-term agreements (including 32,241 units in 358 properties for which we provide asset
management services only, and not also property management services). In certain cases, we
may indirectly own generally less than one percent of the operations of such properties
through a partnership syndication or other fund.
   4




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NOTE 2  Basis of Presentation
     Principles of Consolidation
    Variable Interest Entities
 Consolidation of Variable Interest Entities
   5




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##### Table of Contents



Noncontrolling Interests
 Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51
   Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2009Loss from continuing operations attributable to the Partnership
(net of income attributable to the Partnerships preferred
unitholders and participating securities)
    
    $
    (58,615
    )
    
    $
    (119,548
    )Income from discontinued operations attributable to the Partnership
    
    
    19,807
    
    
    
    19,344Net loss attributable to the Partnerships common unitholders
    
    $
    (38,808
    )
    
    $
    (100,204
    )Basic and diluted earnings (loss) per common unit:Loss from continuing operations attributable to the Partnership
(net of income attributable to the Partnerships preferred
unitholders and participating securities)
    
    $
    (0.47
    )
    
    $
    (0.96
    )Income from discontinued operations attributable to the Partnership
    
    
    0.16
    
    
    
    0.16Net loss attributable to the Partnerships common unitholders
    
    $
    (0.31
    )
    
    $
    (0.80
    )
  6




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Temporary capital
    
    

Partners CapitalNoncontrollingPartners capital
    
    
    interests inRedeemable
    
    
    attributable to the
    
    
    consolidated real
    
    
    Total partnerspreferred units
    
    
    Partnership
    
    
    estate partnerships
    
    
    capitalBalance,
December 31, 2008
    
    $
    88,148
    
    
    $
    1,428,780
    
    
    $
    364,720
    
    
    $
    1,793,500Contributions
    
    
    
    
    
    
    
    
    
    
    3,035
    
    
    
    3,035Distributions
    
    
    (3,412
    )
    
    
    (39,147
    )
    
    
    (57,458
    )
    
    
    (96,605
    )Repurchases of units
    
    
    (1,016
    )
    
    
    (4,248
    )
    
    
    
    
    
    
    (4,248
    )Reclassification of
redeemable preferred capital
to temporary capital (Note 4)
    
    
    30,000
    
    
    
    (30,000
    )
    
    
    
    
    
    
    (30,000
    )Stock based compensation cost
    
    
    
    
    
    
    7,153
    
    
    
    
    
    
    
    7,153Other
    
    
    751
    
    
    
    530
    
    
    
    (3,369
    )
    
    
    (2,839
    )Effect of changes in ownership
    
    
    
    
    
    
    307
    
    
    
    (307
    )
    
    
    Change in accumulated other
comprehensive loss
    
    
    
    
    
    
    1,775
    
    
    
    389
    
    
    
    2,164Net income (loss)
    
    
    2,815
    
    
    
    (48,018
    )
    
    
    5,410
    
    
    
    (42,608
    )Balance, June 30, 2009
    
    $
    117,286
    
    
    $
    1,317,132
    
    
    $
    312,420
    
    
    $
    1,629,552
 Classification and Measurement
of Redeemable Securities
 Business Combinations
 Business Combinations  a replacement of FASB Statement No. 141
  1)
    
    expense acquisition costs in 2008 when it is probable that the acquisition will not close
in 2008;2)
    
    expense acquisition costs January 1, 2009, upon adoption of SFAS 141(R); or3)
    
    give retroactive treatment to the acquisition costs January 1, 2009, upon adoption of
SFAS 141(R), by retroactively adjusting prior periods to record acquisition costs in the
prior periods in which they were incurred, in accordance with Statement of Financial
Accounting Standards No. 154, Accounting Changes and Error Corrections.
   7




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Participating Securities
 Determining Whether Instruments Granted in
Share-Based Payment Transactions are Participating Securities
 Derivative Financial Instruments
  Accounting for Derivative
Instruments and Hedging Activities
     8




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Fair Value Measurements
 Fair
Value Measurements
  UnrealizedUnrealized
    
    
    gains (losses)Fair value at
    
    
    gains (losses)
    
    
    included inDecember 31,
    
    
    included in
    
    
    partners
    
    
    Fair value at2008
    
    
    earnings (1)(2)
    
    
    capital
    
    
    June 30, 2009Level 2:Interest rate swaps (3)
    
    $
    (2,557
    )
    
    $
    (440
    )
    
    $
    2,164
    
    
    $
    (833
    )Level 3:Total rate of return
swaps (4)
    
    
    (29,495
    )
    
    
    (85
    )
    
    
    
    
    
    
    (29,580
    )Changes in fair value
of debt instruments
subject to total rate
of return swaps (5)
    
    
    29,495
    
    
    
    85
    
    
    
    
    
    
    
    29,580Total
    
    $
    (2,557
    )
    
    $
    (440
    )
    
    $
    2,164
    
    
    $
    (833
    )
 (1)
    
    Unrealized gains (losses) relate to periodic revaluations of fair value and have not
resulted from the settlement of a swap position.(2)
    
    Included in interest expense in the accompanying condensed consolidated statements of
income.(3)
    
    The fair value of interest rate swaps is estimated using an income approach with
primarily observable inputs including information regarding the hedged variable cash flows
and forward yield curves relating to the variable interest rates on which the hedged cash
flows are based.(4)
    
    Total rate of return swaps have contractually-defined termination values generally equal
to the difference between the fair value and the counterpartys purchased value of the
underlying borrowings. We calculate the termination value, which we believe is
representative of the fair value, of total rate of return swaps using a market approach by
reference to estimates of the fair value of the underlying borrowings, which are discussed
below, and an evaluation of potential changes in the credit quality of the counterparties to
these arrangements.(5)
    
    We estimate the fair value of debt instruments using an income and market approach,
including comparison of the contractual terms to observable and unobservable inputs such as
market interest rate risk spreads, collateral quality and loan-to-value ratios on similarly
encumbered assets within our portfolio. These borrowings are collateralized and
non-recourse to us; therefore, we believe changes in our credit rating will not materially
affect a market participants estimate of the borrowings fair value.   9




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Concentration of Credit Risk
   Use of Estimates
  Income Taxes
   10




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NOTE 3  Real Estate Dispositions
 Real Estate Dispositions (Discontinued Operations)
  June 30,
    
    
    December 31,2009
    
    
    2008Real estate, net
    
    $
    98,029
    
    
    $
    385,394Other assets
    
    
    2,700
    
    
    
    6,490Assets held for sale
    
    $
    100,729
    
    
    $
    391,884Property debt
    
    $
    71,709
    
    
    $
    237,903Other liabilities
    
    
    861
    
    
    
    7,429Liabilities related to assets held for sale
    
    $
    72,570
    
    
    $
    245,332
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Rental and other property revenues
    
    $
    13,721
    
    
    $
    103,429
    
    
    $
    31,496
    
    
    $
    211,288Property operating expenses
    
    
    (8,020
    )
    
    
    (52,543
    )
    
    
    (19,314
    )
    
    
    (105,803
    )Depreciation and amortization
    
    
    (3,776
    )
    
    
    (20,853
    )
    
    
    (8,654
    )
    
    
    (50,266
    )Real estate impairment losses
    
    
    (14,760
    )
    
    
    (6,536
    )
    
    
    (11,396
    )
    
    
    (6,536
    )Other expenses, net
    
    
    (2,533
    )
    
    
    (2,009
    )
    
    
    (3,945
    )
    
    
    (2,742
    )Operating (loss) income
    
    
    (15,368
    )
    
    
    21,488
    
    
    
    (11,813
    )
    
    
    45,941Interest income
    
    
    7
    
    
    
    185
    
    
    
    66
    
    
    
    782Interest expense
    
    
    (1,773
    )
    
    
    (17,765
    )
    
    
    (5,524
    )
    
    
    (37,558
    )(Loss) income before gain on
dispositions of real estate and income
tax
    
    
    (17,134
    )
    
    
    3,908
    
    
    
    (17,271
    )
    
    
    9,165Gain on dispositions of real estate
    
    
    58,615
    
    
    
    375,623
    
    
    
    63,165
    
    
    
    380,387Income tax expense
    
    
    (1,338
    )
    
    
    (15,892
    )
    
    
    (1,157
    )
    
    
    (15,584
    )Income from discontinued operations, net
    
    $
    40,143
    
    
    $
    363,639
    
    
    $
    44,737
    
    
    $
    373,968Income from discontinued operations
attributable to:Noncontrolling interests in consolidated
real estate partnerships
    
    $
    (21,007
    )
    
    $
    (53,802
    )
    
    $
    (25,121
    )
    
    $
    (58,173
    )The Partnership
    
    $
    19,136
    
    
    $
    309,837
    
    
    $
    19,616
    
    
    $
    315,795
    11




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##### Table of Contents



Gain on Dispositions of Unconsolidated Real Estate and Other
   NOTE 4  Other Significant Transactions
 Restructuring Costs
   Amended Credit Facility
  Partial Repurchase of Series A Community Reinvestment Act Perpetual Preferred Stock
   12




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##### Table of Contents



The Effect on the Calculation of
Earnings Per Share for the Redemption or Induced Conversion of Preferred Stock
  Common Stock Repurchases
  Information Technology Hardware/Software Write-off
  NOTE 5 Commitments and Contingencies
 Commitments
    Tax Credit Arrangements
   13




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##### Table of Contents



Legal Matters
  Limited Partnerships
  Environmental
  Conditional
Asset Retirement Obligations
 Mold
   14




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##### Table of Contents



NOTE 6  Earnings per Unit
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Loss from continuing operations
    
    $
    (47,564
    )
    
    $
    (20,488
    )
    
    $
    (84,530
    )
    
    $
    (54,283
    )Loss (income) from continuing operations
attributable to noncontrolling interests
    
    
    9,315
    
    
    
    (4,858
    )
    
    
    19,711
    
    
    
    (3,801
    )Income attributable to the Partnerships preferred
unitholders
    
    
    (13,223
    )
    
    
    (15,595
    )
    
    
    (27,458
    )
    
    
    (31,585
    )Income attributable to participating securities
    
    
    
    
    
    
    (3,225
    )
    
    
    
    
    
    
    (2,522
    )Numerator for basic and diluted earnings per unit:Loss from continuing operations attributable to
the Partnership (net of income attributable to
preferred unitholders and participating
securities)
    
    $
    (51,472
    )
    
    $
    (44,166
    )
    
    $
    (92,277
    )
    
    $
    (92,191
    )Income from discontinued operations
    
    $
    40,143
    
    
    $
    363,639
    
    
    $
    44,737
    
    
    $
    373,968Income from discontinued operations attributable
to noncontrolling interests
    
    
    (21,007
    )
    
    
    (53,802
    )
    
    
    (25,121
    )
    
    
    (58,173
    )Income from discontinued operations attributable to
the Partnership
    
    $
    19,136
    
    
    $
    309,837
    
    
    $
    19,616
    
    
    $
    315,795Net (loss) income
    
    $
    (7,421
    )
    
    $
    343,151
    
    
    $
    (39,793
    )
    
    $
    319,685Income attributable to noncontrolling interests
    
    
    (11,692
    )
    
    
    (58,660
    )
    
    
    (5,410
    )
    
    
    (61,974
    )Income attributable to the Partnerships preferred
unitholders
    
    
    (13,223
    )
    
    
    (15,595
    )
    
    
    (27,458
    )
    
    
    (31,585
    )Income attributable to participating securities
    
    
    
    
    
    
    (3,225
    )
    
    
    
    
    
    
    (2,522
    )Numerator for basic and diluted earnings per unit:Net (loss) income attributable to the Partnerships
common unitholders
    
    $
    (32,336
    )
    
    $
    265,671
    
    
    $
    (72,661
    )
    
    $
    223,604Denominator:Denominator for basic and diluted earnings per unit
 weighted average number of common units
outstanding
    
    
    124,333
    
    
    
    133,043
    
    
    
    124,416
    
    
    
    135,337Effect of dilutive securities:Dilutive potential common units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted earnings per unit
    
    
    124,333
    
    
    
    133,043
    
    
    
    124,416
    
    
    
    135,337Earnings (loss) per common unit:Basic and diluted earnings (loss) per common unit:Loss from continuing operations attributable to
the Partnership (net of income attributable to
preferred unitholders)
    
    $
    (0.41
    )
    
    $
    (0.33
    )
    
    $
    (0.74
    )
    
    $
    (0.68
    )Income from discontinued operations attributable
to the Partnership
    
    
    0.15
    
    
    
    2.33
    
    
    
    0.16
    
    
    
    2.33Net (loss) income attributable to the
Partnerships common unitholders
    
    $
    (0.26
    )
    
    $
    2.00
    
    
    $
    (0.58
    )
    
    $
    1.65
   15




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##### Table of Contents



NOTE 7  Recent Accounting Developments
 Amendments
to FASB Interpretation No. 46(R)
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principlesa
replacement of FASB Statement No. 162
 NOTE 8  Business Segments
 Disclosures about Segments of an
Enterprise and Related Information
  Real Estate Segment
   16




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##### Table of Contents



Investment Management Segment
   CorporateNot AllocatedInvestment
    
    
    to SegmentsReal Estate
    
    
    Management
    
    
    and CertainSegment
    
    
    Segment
    
    
    Eliminations
    
    
    TotalThree Months Ended June 30, 2009:Rental and other property revenues
    
    $
    320,852
    
    
    $
    
    
    
    $
    
    
    
    $
    320,852Property management revenues, primarily
from affiliates
    
    
    1,340
    
    
    
    
    
    
    
    
    
    
    
    1,340Asset management and tax credit revenues
    
    
    
    
    
    
    13,091
    
    
    
    (485
    )
    
    
    12,606Total revenues
    
    
    322,192
    
    
    
    13,091
    
    
    
    (485
    )
    
    
    334,798Property operating expenses
    
    
    142,914
    
    
    
    
    
    
    
    
    
    
    
    142,914Property management expenses
    
    
    472
    
    
    
    
    
    
    
    
    
    
    
    472Investment management expenses
    
    
    
    
    
    
    4,716
    
    
    
    
    
    
    
    4,716Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    122,198
    
    
    
    122,198Provision for operating real estate
impairment losses (1)
    
    
    
    
    
    
    
    
    
    
    4,988
    
    
    
    4,988General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    17,849
    
    
    
    17,849Other expenses, net
    
    
    
    
    
    
    
    
    
    
    4,398
    
    
    
    4,398Total operating expenses
    
    
    143,386
    
    
    
    4,716
    
    
    
    149,433
    
    
    
    297,535Net operating income (loss)
    
    
    178,806
    
    
    
    8,375
    
    
    
    (149,918
    )
    
    
    37,263Other items included in continuing
operations (2)
    
    
    
    
    
    
    1,750
    
    
    
    (86,577
    )
    
    
    (84,827
    )Income (loss) from continuing operations
    
    $
    178,806
    
    
    $
    10,125
    
    
    $
    (236,495
    )
    
    $
    (47,564
    )
 Investment
    
    
    CorporateReal Estate
    
    
    Management
    
    
    Not AllocatedSegment
    
    
    Segment
    
    
    to Segments
    
    
    TotalThree Months Ended June 30, 2008:Rental and other property revenues
    
    $
    316,970
    
    
    $
    
    
    
    $
    
    
    
    $
    316,970Property management revenues, primarily
from affiliates
    
    
    1,415
    
    
    
    
    
    
    
    
    
    
    
    1,415Asset management and tax credit revenues
    
    
    
    
    
    
    38,175
    
    
    
    
    
    
    
    38,175Total revenues
    
    
    318,385
    
    
    
    38,175
    
    
    
    
    
    
    
    356,560Property operating expenses
    
    
    141,213
    
    
    
    
    
    
    
    
    
    
    
    141,213Property management expenses
    
    
    1,254
    
    
    
    
    
    
    
    
    
    
    
    1,254Investment management expenses
    
    
    
    
    
    
    5,807
    
    
    
    
    
    
    
    5,807Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    105,642
    
    
    
    105,642General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    27,004
    
    
    
    27,004Other expenses, net
    
    
    
    
    
    
    
    
    
    
    10,933
    
    
    
    10,933Total operating expenses
    
    
    142,467
    
    
    
    5,807
    
    
    
    143,579
    
    
    
    291,853Net operating income (loss)
    
    
    175,918
    
    
    
    32,368
    
    
    
    (143,579
    )
    
    
    64,707Other items included in continuing
operations (2)
    
    
    
    
    
    
    (3,278
    )
    
    
    (81,917
    )
    
    
    (85,195
    )Income (loss) from continuing operations
    
    $
    175,918
    
    
    $
    29,090
    
    
    $
    (225,496
    )
    
    $
    (20,488
    )
  17




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##### Table of Contents



CorporateNot AllocatedInvestment
    
    
    to SegmentsReal Estate
    
    
    Management
    
    
    and CertainSegment
    
    
    Segment
    
    
    Eliminations
    
    
    TotalSix Months Ended June 30, 2009:Rental and other property revenues
    
    $
    643,010
    
    
    $
    
    
    
    $
    
    
    
    $
    643,010Property management revenues, primarily
from affiliates
    
    
    2,983
    
    
    
    
    
    
    
    
    
    
    
    2,983Asset management and tax credit revenues
    
    
    
    
    
    
    23,029
    
    
    
    (885
    )
    
    
    22,144Total revenues
    
    
    645,993
    
    
    
    23,029
    
    
    
    (885
    )
    
    
    668,137Property operating expenses
    
    
    292,108
    
    
    
    
    
    
    
    
    
    
    
    292,108Property management expenses
    
    
    1,905
    
    
    
    
    
    
    
    
    
    
    
    1,905Investment management expenses
    
    
    
    
    
    
    8,506
    
    
    
    
    
    
    
    8,506Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    240,914
    
    
    
    240,914Provision for operating real estate
impairment losses (1)
    
    
    
    
    
    
    
    
    
    
    5,498
    
    
    
    5,498General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    37,922
    
    
    
    37,922Other expenses, net
    
    
    
    
    
    
    
    
    
    
    6,463
    
    
    
    6,463Total operating expenses
    
    
    294,013
    
    
    
    8,506
    
    
    
    290,797
    
    
    
    593,316Net operating income (loss)
    
    
    351,980
    
    
    
    14,523
    
    
    
    (291,682
    )
    
    
    74,821Other items included in continuing
operations (2)
    
    
    
    
    
    
    2,546
    
    
    
    (161,897
    )
    
    
    (159,351
    )Income (loss) from continuing operations
    
    $
    351,980
    
    
    $
    17,069
    
    
    $
    (453,579
    )
    
    $
    (84,530
    )
 Investment
    
    
    CorporateReal Estate
    
    
    Management
    
    
    Not AllocatedSegment
    
    
    Segment
    
    
    to Segments
    
    
    TotalSix Months Ended June 30, 2008:Rental and other property revenues
    
    $
    633,727
    
    
    $
    
    
    
    $
    
    
    
    $
    633,727Property management revenues, primarily
from affiliates
    
    
    3,519
    
    
    
    
    
    
    
    
    
    
    
    3,519Asset management and tax credit revenues
    
    
    
    
    
    
    51,027
    
    
    
    
    
    
    
    51,027Total revenues
    
    
    637,246
    
    
    
    51,027
    
    
    
    
    
    
    
    688,273Property operating expenses
    
    
    294,945
    
    
    
    
    
    
    
    
    
    
    
    294,945Property management expenses
    
    
    2,589
    
    
    
    
    
    
    
    
    
    
    
    2,589Investment management expenses
    
    
    
    
    
    
    10,194
    
    
    
    
    
    
    
    10,194Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    204,659
    
    
    
    204,659General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    48,370
    
    
    
    48,370Other expenses, net
    
    
    
    
    
    
    
    
    
    
    18,117
    
    
    
    18,117Total operating expenses
    
    
    297,534
    
    
    
    10,194
    
    
    
    271,146
    
    
    
    578,874Net operating income (loss)
    
    
    339,712
    
    
    
    40,833
    
    
    
    (271,146
    )
    
    
    109,399Other items included in continuing
operations (2)
    
    
    
    
    
    
    (2,486
    )
    
    
    (161,196
    )
    
    
    (163,682
    )Income (loss) from continuing operations
    
    $
    339,712
    
    
    $
    38,347
    
    
    $
    (432,342
    )
    
    $
    (54,283
    )
 (1)
    
    Our chief operating decision maker assesses the performance of real estate using, among
other measures, net operating income, excluding depreciation and amortization and provision
for operating real estate impairment losses. Accordingly, we do not allocate depreciation
and amortization to the real estate segment.(2)
    
    Other items in continuing operations for the investment management segment include
accretion income recognized on discounted notes receivable, other income items and income
taxes associated with transactional activities. Other items in continuing operations not
allocated to segments include: (i) interest income and expense; (ii) provision for losses on
notes receivable; (iii) equity in losses of unconsolidated real estate partnerships; and (iv)
gain (loss) on dispositions of unconsolidated real estate and other.  June 30,
    
    
    December 31,2009
    
    
    2008Total assets for reportable segments(1)
    
    $
    8,561,884
    
    
    $
    9,041,095Corporate and other assets
    
    
    294,795
    
    
    
    388,622Total consolidated assets
    
    $
    8,856,679
    
    
    $
    9,429,717
 (1)
    
    Total assets for reportable segments substantially relate to the real estate segment.  18




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Forward Looking Statements
 The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements in certain circumstances. Certain information included in this Report
contains or may contain information that is forward-looking, including, without limitation,
statements regarding the effect of acquisitions and redevelopments, our future financial
performance, including our ability to maintain current or meet projected occupancy, rent levels and
same store results, and the effect of government regulations. Actual results may differ materially
from those described in these forward-looking statements and, in addition, will be affected by a
variety of risks and factors, some of which are beyond our control, including, without limitation:
financing risks, including the availability and cost of financing and the risk that our cash flows
from operations may be insufficient to meet required payments of principal and interest; earnings
may not be sufficient to maintain compliance with debt covenants; national and local economic
conditions; energy costs; the terms of governmental regulations that affect us and interpretations
of those regulations; the competitive environment in which we operate; real estate risks, including
fluctuations in real estate values and the general economic climate in the markets in which we
operate and competition for tenants in such markets; insurance risk; acquisition and development
risks, including failure of such acquisitions to perform in accordance with projections; the timing
of acquisitions and dispositions; natural disasters and severe weather such as hurricanes;
litigation, including costs associated with prosecuting or defending claims and any adverse
outcomes; and possible environmental liabilities, including costs, fines or penalties that may be
incurred due to necessary remediation of contamination of properties presently owned or previously
owned by us. In addition, Aimcos current and continuing qualification as a real estate investment
trust involves the application of highly technical and complex provisions of the Internal Revenue
Code and depends on its ability to meet the various requirements imposed by the Internal Revenue
Code, through actual operating results, distribution levels and diversity of stock ownership.
Readers should carefully review our financial statements and the notes thereto, as well as the
section entitled Risk Factors describ in Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2008, and the other documents we file from time to time with the Securities and
Exchange Commission. As used herein and except as the context otherwise requires, we, our,
us and the Company refer to AIMCO Properties, L.P. (which we refer to as the Partnership) and
the Partnerships consolidated corporate subsidiaries and consolidated real estate partnerships,
collectively.
 Executive Overview
      19




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##### Table of Contents



Results of Operations
 Overview
 Three and six months ended June 30, 2009 compared to June 30, 2008
    
    
    a decrease in income from discontinued operations, primarily related to the volume of
sales in 2008 and the related number of properties included in discontinued operations in
2008 as compared to 2009;
    
    a decrease in asset management and tax credit revenues, primarily due to a reduction in
promote income, which is income earned in connection with the disposition of properties
owned by our consolidated joint ventures; and
    
    an increase in depreciation and amortization expense, primarily related to completed
redevelopments and capital expenditures.
  20




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##### Table of Contents




    
    a decrease in earnings allocable to noncontrolling interests, primarily due to a
decrease in gains on sales in 2009 as compared to 2008;
    
    a decrease in general and administrative expenses, primarily related to reductions in
personnel and related expenses from our organizational restructuring initiated during the
fourth quarter 2008; and
    
    an increase in net operating income associated with property operations, primarily
related to affordable properties and completed redevelopments.
  Business Segment Operating Results
 Disclosures
About Segments of an Enterprise and Related Information,
 Real Estate Segment
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Real estate segment revenues:Rental and other property revenues
    
    $
    320,852
    
    
    $
    316,970
    
    
    $
    643,010
    
    
    $
    633,727Property management revenues,
primarily from affiliates
    
    
    1,340
    
    
    
    1,415
    
    
    
    2,983
    
    
    
    3,519322,192
    
    
    
    318,385
    
    
    
    645,993
    
    
    
    637,246Real estate segment expenses:Property operating expenses
    
    
    142,914
    
    
    
    141,213
    
    
    
    292,108
    
    
    
    294,945Property management expenses
    
    
    472
    
    
    
    1,254
    
    
    
    1,905
    
    
    
    2,589143,386
    
    
    
    142,467
    
    
    
    294,013
    
    
    
    297,534Real estate segment net operating
income
    
    $
    178,806
    
    
    $
    175,918
    
    
    $
    351,980
    
    
    $
    339,712
    21




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Investment Management Segment
    22




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Asset management and tax credit revenues
    
    $
    13,091
    
    
    $
    38,175
    
    
    $
    23,029
    
    
    $
    51,027Investment management expenses
    
    
    4,716
    
    
    
    5,807
    
    
    
    8,506
    
    
    
    10,194Investment segment net operating income (1)
    
    $
    8,375
    
    
    $
    32,368
    
    
    $
    14,523
    
    
    $
    40,833
 (1)
    
    Excludes certain items of income and expense, which are included in our
consolidated statements of income in: other expenses, net; interest income; interest
expense; gain on dispositions of unconsolidated real estate and other; income tax
benefit; income from discontinued operations, and noncontrolling interests in
consolidated real estate partnerships.   Other Operating Expenses (Income)
 Depreciation and Amortization
   Provision for Operating Real Estate Impairment Losses
   General and Administrative Expenses
   23




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##### Table of Contents



Other Expenses, Net
    Interest Income
    Interest Expense
   24




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##### Table of Contents



Equity in Losses of Unconsolidated Real Estate Partnerships
   Gain on Dispositions of Unconsolidated Real Estate and Other
    Income from Discontinued Operations
     25




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Noncontrolling Interests in Consolidated Real Estate Partnerships
     26




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Critical Accounting Policies and Estimates
  Impairment of Long-Lived Assets
    
    
    the general economic climate;
    
    competition from other apartment communities and other housing options;
    
    local conditions, such as loss of jobs or an increase in the supply of apartments, that
might adversely affect apartment occupancy or rental rates;
    
    changes in governmental regulations and the related cost of compliance;
    
    increases in operating costs (including real estate taxes) due to inflation and other
factors, which may not be offset by increased rents;
    
    changes in tax laws and housing laws, including the enactment of rent control laws or
other laws regulating multifamily housing;
    
    availability and cost of financing;
    
    changes in market capitalization rates; and
    
    the relative illiquidity of such investments.
  Notes Receivable and Interest Income Recognition
    27




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Allowance for Losses on Notes Receivable
   Capitalized Costs
    28




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##### Table of Contents



Funds From Operations
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net (loss) income attributable to the Partnerships common
unitholders (1)
    
    $
    (32,336
    )
    
    $
    265,671
    
    
    $
    (72,661
    )
    
    $
    223,604Adjustments:Depreciation and amortization
    
    
    122,198
    
    
    
    105,642
    
    
    
    240,914
    
    
    
    204,659Depreciation and amortization related to non-real estate
assets
    
    
    (3,960
    )
    
    
    (4,862
    )
    
    
    (8,334
    )
    
    
    (8,661
    )Depreciation of rental property related to noncontrolling
partners and unconsolidated entities(2)
    
    
    (10,995
    )
    
    
    (2,331
    )
    
    
    (22,760
    )
    
    
    (10,690
    )Gain on dispositions of unconsolidated real estate and other
    
    
    (3,750
    )
    
    
    (255
    )
    
    
    (14,611
    )
    
    
    (166
    )Gain (loss) on dispositions of non-depreciable assets and
other
    
    
    2,453
    
    
    
    1
    
    
    
    3,135
    
    
    
    (15
    )Deficit distributions to noncontrolling partners (3)
    
    
    
    
    
    
    850
    
    
    
    
    
    
    
    4,741Discontinued operations:Gain on dispositions of real estate, net of noncontrolling
partners interest (2)
    
    
    (39,443
    )
    
    
    (313,910
    )
    
    
    (39,367
    )
    
    
    (315,298
    )Depreciation of rental property, net of noncontrolling
partners interest (2)
    
    
    3,444
    
    
    
    18,459
    
    
    
    7,677
    
    
    
    44,739Recovery of deficit distributions to noncontrolling
partners (3)
    
    
    
    
    
    
    (7,286
    )
    
    
    
    
    
    
    (6,974
    )Income tax expense arising from disposals
    
    
    4,637
    
    
    
    17,149
    
    
    
    4,852
    
    
    
    17,063Preferred OP unit distributions
    
    
    14,872
    
    
    
    15,595
    
    
    
    29,107
    
    
    
    31,585Preferred OP unit redemption related gains
    
    
    (1,649
    )
    
    
    
    
    
    
    (1,649
    )
    
    
    Amounts allocable to participating securities
    
    
    
    
    
    
    3,225
    
    
    
    
    
    
    
    2,522Funds From Operations
    
    $
    55,471
    
    
    $
    97,948
    
    
    $
    126,303
    
    
    $
    187,109Preferred OP unit distributions
    
    
    (14,872
    )
    
    
    (15,595
    )
    
    
    (29,107
    )
    
    
    (31,585
    )Preferred stock redemption related gains
    
    
    1,649
    
    
    
    
    
    
    
    1,649
    
    
    
    Distributions on dilutive preferred securities
    
    
    
    
    
    
    1,759
    
    
    
    
    
    
    
    3,092Amounts allocable to participating securities
    
    
    (225
    )
    
    
    (962
    )
    
    
    (765
    )
    
    
    (1,781
    )Funds From Operations attributable to the Partnerships
common unitholders  diluted
    
    $
    42,023
    
    
    $
    83,150
    
    
    $
    98,080
    
    
    $
    156,835Weighted average number of common units, common
unit equivalents and dilutive preferred securities
outstanding (4):Common units and equivalents (5)
    
    
    124,333
    
    
    
    133,453
    
    
    
    124,416
    
    
    
    135,661Dilutive preferred securities
    
    
    
    
    
    
    3,280
    
    
    
    
    
    
    
    2,977Total
    
    
    124,333
    
    
    
    136,733
    
    
    
    124,416
    
    
    
    138,638
 Notes:(1)
    
    Represents the numerator for earnings per common unit, calculated in accordance with
GAAP (see Note 6 to the condensed consolidated financial statements in Item 1).  29




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(2)
    
    Noncontrolling partners refers to noncontrolling partners in our consolidated real
estate partnerships.(3)
    
    Prior to the adoption of SFAS 160 (See Note 2 to the condensed consolidated financial
statements in Item 1), we recognized deficit distributions to noncontrolling partners as
charges in our income statement when cash was distributed to a noncontrolling partner in a
consolidated partnership in excess of the positive balance in such partners noncontrolling
interest balance. We recorded these charges for GAAP purposes even though there is no
economic effect or cost. Deficit distributions to noncontrolling partners occurred when
the fair value of the underlying real estate exceeded its depreciated net book value
because the underlying real estate had appreciated or maintained its value. As a result,
the recognition of expense for deficit distributions to noncontrolling partners
represented, in substance, either (a) our recognition of depreciation previously allocated
to the noncontrolling partner or (b) a payment related to the noncontrolling partners
share of real estate appreciation. Based on White Paper guidance that requires real estate
depreciation and gains to be excluded from FFO, we added back deficit distributions and
subtracted related recoveries in our reconciliation of net income to FFO. Subsequent to
the adoption of SFAS 160, effective January 1, 2009, we may reduce the balance of
noncontrolling interests below zero in such situations and we are no longer required to
recognize such charges in our income statement.(4)
    
    Weighted average common units, common unit equivalents and dilutive preferred
securities amounts for the periods presented have been retroactively adjusted for the
effect of common OP Units issued to Aimco in connection with the special distributions paid
during 2008 and in January 2009.(5)
    
    Represents the denominator for earnings per common unit  diluted, calculated in
accordance with GAAP, plus common unit equivalents that are dilutive for FFO. Liquidity and Capital Resources
      30




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Operating Activities
  Investing Activities
     31




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Capital Expenditures
    PerOur Share of
    
    
    EffectiveExpenditures
    
    
    UnitCapital Replacements Detail:Building and grounds
    
    $
    14,814
    
    
    $
    150Turnover related
    
    
    14,686
    
    
    
    149Capitalized site payroll and indirect costs
    
    
    4,284
    
    
    
    43Our share of Capital Replacements
    
    $
    33,784
    
    
    $
    342Capital Replacements:Conventional
    
    $
    31,010
    
    
    $
    375Affordable
    
    
    2,774
    
    
    $
    172Our share of Capital Replacements
    
    
    33,784
    
    
    $
    342Capital Improvements:Conventional
    
    
    23,114
    
    
    $
    279Affordable
    
    
    2,514
    
    
    $
    156Our share of Capital Improvements
    
    
    25,628
    
    
    $
    259Casualties:Conventional
    
    
    6,267Affordable
    
    
    60Our share of casualties
    
    
    6,327Redevelopment:Conventional projects
    
    
    42,911Tax credit projects (1)
    
    
    29,781Our share of redevelopment
    
    
    72,692Our share of capital expenditures
    
    
    138,431Plus noncontrolling partners share of consolidated spending
    
    
    9,325Less our share of unconsolidated spending
    
    
    (419
    )Total capital expenditures per condensed consolidated
statement of cash flows
    
    $
    147,337
 (1)
    
    Redevelopment spending on tax credit projects is substantially funded from tax credit
investor contributions.  32




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Financing Activities
  Mortgage Debt
   Fair Value Measurements
 Accounting for Derivative Instruments and
Hedging Activities
    33




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Term Loan and Credit Facility
    Partners Capital Transactions
    Future Capital Needs
   34




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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
   35




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PART II. OTHER INFORMATION
 
 ITEM 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Repurchases of Equity Securities.
 Maximum NumberTotal Number of
    
    
    of Units thatTotal
    
    
    Average
    
    
    Units Purchased as
    
    
    May Yet BeNumber
    
    
    Price
    
    
    Part of Publicly
    
    
    Purchased Under theof Units
    
    
    Paid
    
    
    Announced Plans
    
    
    Plans or ProgramsPeriod
    
    Purchased
    
    
    per Unit
    
    
    or Programs (1)
    
    
    (2)April 1  April 30, 2009
    
    
    25
    
    
    $
    5.55
    
    
    
    N/A
    
    
    
    N/AMay 1  May 31, 2009
    
    
    82
    
    
    $
    6.20
    
    
    
    N/A
    
    
    
    N/AJune 1  June 30, 2009
    
    
    3,688
    
    
    $
    9.88
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    3,795
    
    
    $
    9.77
 (1)
    
    The terms of our Partnership Agreement do not provide for a maximum number of units
that may be repurchased, and other than the express terms of our Partnership Agreement, we
have no publicly announced plans or programs of repurchase. However, whenever Aimco
repurchases its Class A Common Stock, it is expected that Aimco will fund the repurchase
with a concurrent repurchase by us of common OP Units held by Aimco at a price per unit
that is equal to the price per share paid for the Class A Common Stock.(2)
    
    Aimcos board of directors has, from time to time, authorized Aimco to repurchase
shares of Class A Common Stock. As of June 30, 2009, Aimco was authorized to repurchase
approximately 19.3 million additional shares. This authorization has no expiration date.
These repurchases may be made from time to time in the open market or in privately
negotiated transactions. Distribution Payments.
  36




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ITEM 5. Other Information
         37




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ITEM 6. Exhibits
  EXHIBIT
NO. (1)10.1
    
    
    Second Amendment to the Fourth Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of July 30,
2009 (Exhibit 10.1 to Aimcos Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2009, is incorporated herein by this
reference)31.1
    
    
    Certification of Chief Executive Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    
    Agreement Regarding Disclosure of Long-Term Debt Instruments
 (1)
    
    Schedules and supplemental
materials to the exhibits have been omitted but will be provided to
the Securities and Exchange Commission upon request.  38




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SIGNATURES
  AIMCO PROPERTIES, L.P.By:
    AIMCO-GP, Inc., its general partnerBy:
    /s/ DAVID ROBERTSONDavid RobertsonPresident, Chief Investment Officer
and Chief Financial Officer
(duly authorized officer and
principal financial officer)By:
    /s/ PAUL BELDINPaul BeldinSenior Vice President and Chief Accounting Officer   39




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Exhibit Index
 EXHIBIT
NO. (1)
    
    EXHIBIT TITLE10.1
    
    
    Second Amendment to the Fourth Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P., dated as of July 30,
2009 (Exhibit 10.1 to Aimcos Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2009, is incorporated herein by this
reference)31.1
    
    
    Certification of Chief Executive Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    
    Agreement Regarding Disclosure of Long-Term Debt Instruments
 (1)
    
    Schedules and supplemental
materials to the exhibits have been omitted but will be provided to
the Securities and Exchange Commission upon request.  40