##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 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
 þ o
 Yes
o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



AIMCO PROPERTIES, L.P.
 TABLE OF CONTENTS
 FORM 10-Q
 PagePART I. FINANCIAL INFORMATIONITEM 1.Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009 (Unaudited)
    
    
    2Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2010
and 2009 (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 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
    
    
    19ITEM 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    29ITEM 4.Controls and Procedures
    
    
    29PART II. OTHER INFORMATIONITEM 1A.Risk Factors
    
    
    30ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30ITEM 6.Exhibits
    
    
    31Signatures
    
    
    32Exhibit 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)
 March 31,
    
    
    December 31,2010
    
    
    2009ASSETSReal estate:Buildings and improvements
    
    $
    7,491,474
    
    
    $
    7,395,026Land
    
    
    2,186,724
    
    
    
    2,168,251Total real estate
    
    
    9,678,198
    
    
    
    9,563,277Less accumulated depreciation
    
    
    (2,764,323
    )
    
    
    (2,661,259
    )Net real estate ($928,404 and $856,377 related to VIEs)
    
    
    6,913,875
    
    
    
    6,902,018Cash and cash equivalents ($38,433 and $23,366 related to VIEs)
    
    
    77,875
    
    
    
    81,260Restricted cash ($60,046 and $56,183 related to VIEs)
    
    
    221,062
    
    
    
    219,685Accounts receivable, net ($18,143 and $20,766 related to VIEs)
    
    
    44,853
    
    
    
    59,822Accounts receivable from affiliates, net
    
    
    18,767
    
    
    
    23,744Deferred financing costs, net
    
    
    52,158
    
    
    
    52,244Notes receivable from unconsolidated real estate partnerships, net
    
    
    12,137
    
    
    
    14,295Notes receivable from non-affiliates, net
    
    
    129,271
    
    
    
    125,269Notes receivable from Aimco
    
    
    16,583
    
    
    
    16,371Investment in unconsolidated real estate
partnerships ($127,739 and
$99,460 related to VIEs)
    
    
    131,972
    
    
    
    104,193Other assets
    
    
    201,317
    
    
    
    185,816Deferred income tax assets, net
    
    
    45,909
    
    
    
    42,015Assets held for sale
    
    
    35,184
    
    
    
    95,407Total assets
    
    $
    7,900,963
    
    
    $
    7,922,139LIABILITIES AND PARTNERS CAPITALProperty tax-exempt bond financing ($214,017 and $211,691 related to VIEs)
    
    $
    577,221
    
    
    $
    574,926Property loans payable ($463,884 and $391,861 related to VIEs)
    
    
    5,018,676
    
    
    
    4,926,737Term loans
    
    
    45,000
    
    
    
    90,000Credit facility
    
    
    14,800
    
    
    
    Other borrowings ($23,733 and $15,665 related to VIEs)
    
    
    63,260
    
    
    
    53,057Total indebtedness
    
    
    5,718,957
    
    
    
    5,644,720Accounts payable
    
    
    20,662
    
    
    
    29,819Accrued liabilities and other ($93,894 and $62,503 related to VIEs)
    
    
    293,255
    
    
    
    286,326Deferred income
    
    
    173,656
    
    
    
    182,378Security deposits
    
    
    36,123
    
    
    
    35,335Liabilities related to assets held for sale
    
    
    26,708
    
    
    
    76,531Total liabilities
    
    
    6,269,361
    
    
    
    6,255,109Redeemable preferred units
    
    
    116,483
    
    
    
    116,656Commitments and contingencies (Note 5)
    
    
    
    
    
    
    Partners capital:Preferred units
    
    
    660,500
    
    
    
    660,500General Partner and Special Limited Partner
    
    
    432,044
    
    
    
    521,692Limited Partners
    
    
    110,584
    
    
    
    95,990High Performance Units
    
    
    (42,011
    )
    
    
    (40,313
    )Investment in Aimco Class A Common Stock
    
    
    (4,565
    )
    
    
    (4,621
    )Partners capital attributable to the Partnership
    
    
    1,156,552
    
    
    
    1,233,248Noncontrolling interests in consolidated real estate partnerships
    
    
    358,567
    
    
    
    317,126Total partners capital
    
    
    1,515,119
    
    
    
    1,550,374Total liabilities and partners capital
    
    $
    7,900,963
    
    
    $
    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 EndedMarch 31,2010
    
    
    2009REVENUES:Rental and other property revenues
    
    $
    288,719
    
    
    $
    283,912Asset management and tax credit revenues
    
    
    4,257
    
    
    
    9,539Total revenues
    
    
    292,976
    
    
    
    293,451OPERATING EXPENSES:Property operating expenses
    
    
    140,415
    
    
    
    135,630Investment management expenses
    
    
    3,229
    
    
    
    3,789Depreciation and amortization
    
    
    109,019
    
    
    
    104,860Provision for operating real estate impairment losses
    
    
    
    
    
    
    510General and administrative expenses
    
    
    11,735
    
    
    
    16,260Other expenses, net
    
    
    3,144
    
    
    
    1,583Total operating expenses
    
    
    267,542
    
    
    
    262,632Operating income
    
    
    25,434
    
    
    
    30,819Interest income
    
    
    3,436
    
    
    
    3,514Provision for losses on notes receivable, net
    
    
    (426
    )
    
    
    (150
    )Interest expense
    
    
    (80,314
    )
    
    
    (80,717
    )Equity in income (losses) of unconsolidated real estate partnerships
    
    
    7,951
    
    
    
    (2,040
    )Gain on dispositions of unconsolidated real estate and other, net
    
    
    2,642
    
    
    
    10,864Loss before income taxes and discontinued operations
    
    
    (41,277
    )
    
    
    (37,710
    )Income tax benefit
    
    
    3,771
    
    
    
    2,475Loss from continuing operations
    
    
    (37,506
    )
    
    
    (35,235
    )Income from discontinued operations, net
    
    
    20,958
    
    
    
    2,867Net loss
    
    
    (16,548
    )
    
    
    (32,368
    )Net (income) loss attributable to noncontrolling interests in
consolidated real estate partnerships
    
    
    (12,134
    )
    
    
    6,281Net loss attributable to the Partnership
    
    
    (28,682
    )
    
    
    (26,087
    )Net income attributable to the Partnerships preferred unitholders
    
    
    (14,615
    )
    
    
    (14,235
    )Net loss attributable to the Partnerships common unitholders
    
    $
    (43,297
    )
    
    $
    (40,322
    )Earnings (loss) per common unit  basic and diluted (Note 6):Loss from continuing operations attributable to the Partnerships
common unitholders
    
    $
    (0.44
    )
    
    $
    (0.33
    )Income (loss) from discontinued operations attributable to the Partnerships common unitholders
    
    
    0.09
    
    
    
    (0.01
    )Net loss attributable to the Partnerships common unitholders
    
    $
    (0.35
    )
    
    $
    (0.34
    )Weighted average common units outstanding, basic and diluted
    
    
    124,400
    
    
    
    119,661Distributions declared per common unit
    
    $
    0.00
    
    
    $
    0.00
   3




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AIMCO PROPERTIES, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (16,548
    )
    
    $
    (32,368
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    109,019
    
    
    
    104,860Gain on dispositions of unconsolidated real estate and other
    
    
    (2,642
    )
    
    
    (10,864
    )Discontinued operations
    
    
    (19,384
    )
    
    
    10,914Other adjustments
    
    
    (6,504
    )
    
    
    10,126Net changes in operating assets and operating liabilities
    
    
    (37,163
    )
    
    
    (100,442
    )Net cash provided by (used in) operating activities
    
    
    26,778
    
    
    
    (17,774
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (39,057
    )
    
    
    (68,370
    )Proceeds from dispositions of real estate
    
    
    27,682
    
    
    
    53,630Purchases of partnership interests and other assets
    
    
    (1,148
    )
    
    
    (1,350
    )Originations of notes receivable from unconsolidated real estate partnerships
    
    
    (220
    )
    
    
    (3,146
    )Proceeds from repayment of notes receivable
    
    
    117
    
    
    
    1,468Proceeds from sales of interests in unconsolidated real estate partnerships
    
    
    2,065
    
    
    
    8,676Net increase in cash from consolidation and deconsolidation
of entities (Note 2)
    
    
    13,118
    
    
    
    Distributions received from Aimco
    
    
    56
    
    
    
    320Other investing activities
    
    
    6,269
    
    
    
    193Net cash provided by (used in) investing activities
    
    
    8,882
    
    
    
    (8,579
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from property loans
    
    
    49,854
    
    
    
    173,149Principal repayments on property loans
    
    
    (35,369
    )
    
    
    (187,926
    )Principal repayments on tax-exempt bond financing
    
    
    (886
    )
    
    
    (4,319
    )Payments on term loans
    
    
    (45,000
    )
    
    
    (50,000
    )Net borrowings on revolving credit facility
    
    
    14,800
    
    
    
    15,000Payment of distributions to General Partner and Special Limited Partner
    
    
    (11,705
    )
    
    
    (60,703
    )Payment of distributions to High Performance Units
    
    
    (234
    )
    
    
    (4,877
    )Payment of distributions to Limited Partners
    
    
    (595
    )
    
    
    (14,850
    )Payment of distributions to preferred units
    
    
    (14,614
    )
    
    
    (15,028
    )Payment of distributions to noncontrolling interests
    
    
    (9,517
    )
    
    
    (36,562
    )Other financing activities
    
    
    14,221
    
    
    
    6,026Net cash used in financing activities
    
    
    (39,045
    )
    
    
    (180,090
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (3,385
    )
    
    
    (206,443
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    81,260
    
    
    
    299,676CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    77,875
    
    
    $
    93,233
   4




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AIMCO PROPERTIES, L.P.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2010
 (Unaudited)
 NOTE 1  Organization
      
    
    owned an equity interest in 239 conventional real estate properties with 73,234 units;
    
    owned an equity interest in 259 affordable real estate properties with 30,186 units; and
    
    provided services for or managed 28,655 units in 338 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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NOTE 2  Basis of Presentation
    Principles of Consolidation
    Variable Interest Entities
  Improvements to Financial Reporting by Enterprises Involved with Variable Interest
Entities,
  6




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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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Rental and other property revenues
    
    $
    8,050Operating expenses
    
    
    (4,625
    )Depreciation and amortization
    
    
    (2,248
    )Other expenses
    
    
    (659
    )Operating income
    
    
    518Interest income
    
    
    109Interest expense
    
    
    (2,165
    )Equity in losses of unconsolidated real estate partnerships
    
    
    (1,218
    )Gain on disposition of unconsolidated real estate and other
    
    
    1,348Net loss
    
    
    (1,408
    )Net loss attributable to noncontrolling interests in consolidated real estate partnerships
    
    
    1,663Net income attributable to the Partnership
    
    $
    255
      8




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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
    
    
    
    
    
    
    
    
    
    
    3,805
    
    
    
    3,805Distributions
    
    
    (1,692
    )
    
    
    (13,751
    )
    
    
    (9,517
    )
    
    
    (23,268
    )Repurchases of common units
    
    
    
    
    
    
    (650
    )
    
    
    
    
    
    
    (650
    )Repurchase of preferred units
    
    
    (174
    )
    
    
    
    
    
    
    
    
    
    
    Stock based compensation cost
    
    
    
    
    
    
    1,972
    
    
    
    
    
    
    
    1,972Effect of entities newly consolidated
    
    
    
    
    
    
    
    
    
    
    6,324
    
    
    
    6,324Cumulative effect of a change in accounting
principle
    
    
    
    
    
    
    (34,130
    )
    
    
    67,550
    
    
    
    33,420Adjustment of noncontrolling interests
related to adjustment of investment balances
    
    
    
    
    
    
    
    
    
    
    (38,718
    )
    
    
    (38,718
    )Change in accumulated other comprehensive loss
    
    
    
    
    
    
    (113
    )
    
    
    (43
    )
    
    
    (156
    )Other
    
    
    
    
    
    
    351
    
    
    
    (94
    )
    
    
    257Net income (loss)
    
    
    1,693
    
    
    
    (30,375
    )
    
    
    12,134
    
    
    
    (18,241
    )Balance, March 31, 2010
    
    $
    116,483
    
    
    $
    1,156,552
    
    
    $
    358,567
    
    
    $
    1,515,119
 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
    
    $
    (2,556
    )
    
    $
    (29,495
    )
    
    $
    29,495
    
    
    $
    (2,556
    )Unrealized gains (losses) included in earnings (4)(5)
    
    
    (472
    )
    
    
    783
    
    
    
    (783
    )
    
    
    (472
    )Realized gains (losses) included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gains (losses) included in partners capital
    
    
    341
    
    
    
    
    
    
    
    
    
    
    
    341Fair value at March 31, 2009
    
    $
    (2,687
    )
    
    $
    (28,712
    )
    
    $
    28,712
    
    
    $
    (2,687
    )Fair value at December 31, 2009
    
    $
    (1,596
    )
    
    $
    (24,307
    )
    
    $
    24,307
    
    
    $
    (1,596
    )Unrealized gains (losses) included in earnings (4)(5)
    
    
    (13
    )
    
    
    290
    
    
    
    (290
    )
    
    
    (13
    )Realized gains (losses) included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gains (losses) included in partners capital
    
    
    (156
    )
    
    
    
    
    
    
    
    
    
    
    (156
    )Fair value at March 31, 2010
    
    $
    (1,765
    )
    
    $
    (24,017
    )
    
    $
    24,017
    
    
    $
    (1,765
    )
 (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.(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.  10




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(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)
    
    $
    29,335
    
    
    $
    (7,225
    )Real estate (newly consolidated) (2)(3)
    
    
    117,083
    
    
    
    236Property debt (newly consolidated) (2)(4)
    
    
    83,890
    
    
    
    
 (1)
    
    During the three months ended March 31, 2010, we recognized impairment losses on real
estate assets classified as held for sale with carrying amounts of $36.0 million.(2)
    
    In connection with our adoption of ASU 2009-17
(see preceding discussion of Variable
Interest Entities) and reconsideration events during the three months ended March 31, 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 three months ended March 31, 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
three months ended March 31, 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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Concentration of Credit Risk
   Income Taxes
  Use of Estimates
  NOTE 3  Real Estate Dispositions
 Real Estate Dispositions (Discontinued Operations)
  March 31,
    
    
    December 31,2010
    
    
    2009Real estate, net
    
    $
    34,691
    
    
    $
    93,621Other assets
    
    
    493
    
    
    
    1,786Assets held for sale
    
    $
    35,184
    
    
    $
    95,407Property debt
    
    $
    23,880
    
    
    $
    74,767Other liabilities
    
    
    2,828
    
    
    
    1,764Liabilities related to assets held for sale
    
    $
    26,708
    
    
    $
    76,531
  12




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##### Table of Contents



Three Months EndedMarch 31,2010
    
    
    2009Rental and other property revenues
    
    $
    4,266
    
    
    $
    57,664Property operating expenses
    
    
    (1,418
    )
    
    
    (30,102
    )Depreciation and amortization
    
    
    (792
    )
    
    
    (18,734
    )Provision for operating real estate impairment (losses) recoveries
    
    
    (7,225
    )
    
    
    3,364Other expenses, net
    
    
    (809
    )
    
    
    (1,894
    )Operating (loss) income
    
    
    (5,978
    )
    
    
    10,298Interest income
    
    
    25
    
    
    
    138Interest expense
    
    
    (490
    )
    
    
    (12,025
    )Loss before gain on dispositions of real estate and income tax
    
    
    (6,443
    )
    
    
    (1,589
    )Gain on dispositions of real estate
    
    
    26,339
    
    
    
    4,546Income tax benefit (expense)
    
    
    1,062
    
    
    
    (90
    )Income from discontinued operations, net
    
    $
    20,958
    
    
    $
    2,867Income from discontinued operations attributable to:Noncontrolling interests in consolidated real estate partnerships
    
    $
    (9,903
    )
    
    $
    (3,979
    )The Partnership
    
    $
    11,055
    
    
    $
    (1,112
    )
   Gain on Dispositions of Unconsolidated Real Estate and Other
   13




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NOTE 4  Other Significant Transactions
 Restructuring Costs
  NOTE 5  Commitments and Contingencies
 Commitments
    Tax Credit Arrangements
  Legal Matters
  Limited Partnerships
   14




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Environmental
   Mold
   15




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##### Table of Contents



NOTE 6  Earnings (Loss) per Unit
  Three Months EndedMarch 31,2010
    
    
    2009Numerator:Loss from continuing operations
    
    $
    (37,506
    )
    
    $
    (35,235
    )(Income) loss from continuing operations attributable to noncontrolling interests
    
    
    (2,231
    )
    
    
    10,260Income attributable to the Partnerships preferred unitholders
    
    
    (14,615
    )
    
    
    (14,235
    )Loss from continuing operations attributable to the Partnerships common
unitholders
    
    $
    (54,352
    )
    
    $
    (39,210
    )Income from discontinued operations
    
    $
    20,958
    
    
    $
    2,867Income from discontinued operations attributable to noncontrolling interests
    
    
    (9,903
    )
    
    
    (3,979
    )Income (loss) from discontinued operations attributable to the Partnerships
common unitholders
    
    $
    11,055
    
    
    $
    (1,112
    )Net loss
    
    $
    (16,548
    )
    
    $
    (32,368
    )(Income) loss attributable to noncontrolling interests
    
    
    (12,134
    )
    
    
    6,281Income attributable to the Partnerships preferred unitholders
    
    
    (14,615
    )
    
    
    (14,235
    )Net loss attributable to the Partnerships common unitholders
    
    $
    (43,297
    )
    
    $
    (40,322
    )Denominator:Denominator for basic earnings (loss) per unit  weighted average number of
common units outstanding
    
    
    124,400
    
    
    
    119,661Effect of dilutive securities:Dilutive potential common units
    
    
    
    
    
    
    Denominator for diluted earnings (loss) per unit
    
    
    124,400
    
    
    
    119,661Earnings (loss) per common unit:Basic and diluted earnings (loss) per common unit:Loss from continuing operations attributable to the Partnerships common
unitholders
    
    $
    (0.44
    )
    
    $
    (0.33
    )Income (loss) from discontinued operations attributable to the Partnerships
common unitholders
    
    
    0.09
    
    
    
    (0.01
    )Net loss attributable to the Partnerships common unitholders
    
    $
    (0.35
    )
    
    $
    (0.34
    )
   16




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##### Table of Contents



NOTE 7  Business Segments
    17




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##### Table of Contents



CorporateConventional
    
    
    Affordable
    
    
    and AmountsReal Estate
    
    
    Real Estate
    
    
    Not AllocatedOperations
    
    
    Operations
    
    
    to Segments
    
    
    TotalThree Months Ended March 31, 2010:Rental and other property revenues (1)
    
    $
    232,370
    
    
    $
    55,168
    
    
    $
    1,181
    
    
    $
    288,719Asset management and tax credit revenues
    
    
    
    
    
    
    
    
    
    
    4,257
    
    
    
    4,257Total revenues
    
    
    232,370
    
    
    
    55,168
    
    
    
    5,438
    
    
    
    292,976Property operating expenses (1)
    
    
    96,983
    
    
    
    28,924
    
    
    
    14,508
    
    
    
    140,415Investment management expenses
    
    
    
    
    
    
    
    
    
    
    3,229
    
    
    
    3,229Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    109,019
    
    
    
    109,019General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    11,735
    
    
    
    11,735Other expenses, net
    
    
    
    
    
    
    
    
    
    
    3,144
    
    
    
    3,144Total operating expenses
    
    
    96,983
    
    
    
    28,924
    
    
    
    141,635
    
    
    
    267,542Net operating income (loss)
    
    
    135,387
    
    
    
    26,244
    
    
    
    (136,197
    )
    
    
    25,434Other items included in continuing operations
    
    
    
    
    
    
    
    
    
    
    (62,940
    )
    
    
    (62,940
    )Income (loss) from continuing operations
    
    $
    135,387
    
    
    $
    26,244
    
    
    $
    (199,137
    )
    
    $
    (37,506
    )Three Months Ended March 31, 2009:Rental and other property revenues (1)
    
    $
    233,536
    
    
    $
    48,732
    
    
    $
    1,644
    
    
    $
    283,912Asset management and tax credit revenues
    
    
    
    
    
    
    
    
    
    
    9,539
    
    
    
    9,539Total revenues
    
    
    233,536
    
    
    
    48,732
    
    
    
    11,183
    
    
    
    293,451Property operating expenses (1)
    
    
    93,711
    
    
    
    25,103
    
    
    
    16,816
    
    
    
    135,630Investment management expenses
    
    
    
    
    
    
    
    
    
    
    3,789
    
    
    
    3,789Depreciation and amortization (1)
    
    
    
    
    
    
    
    
    
    
    104,860
    
    
    
    104,860Provision for operating real estate
impairment losses (1)
    
    
    
    
    
    
    
    
    
    
    510
    
    
    
    510General and administrative expenses
    
    
    
    
    
    
    
    
    
    
    16,260
    
    
    
    16,260Other expenses, net
    
    
    
    
    
    
    
    
    
    
    1,583
    
    
    
    1,583Total operating expenses
    
    
    93,711
    
    
    
    25,103
    
    
    
    143,818
    
    
    
    262,632Net operating income (loss)
    
    
    139,825
    
    
    
    23,629
    
    
    
    (132,635
    )
    
    
    30,819Other items included in continuing
operations
    
    
    
    
    
    
    
    
    
    
    (66,054
    )
    
    
    (66,054
    )Income (loss) from continuing operations
    
    $
    139,825
    
    
    $
    23,629
    
    
    $
    (198,689
    )
    
    $
    (35,235
    )
 (1)
    
    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.  March 31,
    
    
    December 31,2010
    
    
    2009Conventional
    
    $
    6,056,731
    
    
    $
    6,119,670Affordable
    
    
    1,251,308
    
    
    
    1,151,670Corporate and other assets
    
    
    592,924
    
    
    
    650,799Total consolidated assets
    
    $
    7,900,963
    
    
    $
    7,922,139
  18




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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 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; 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
      19




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##### Table of Contents



Results of Operations
 Overview
 Three months ended March 31, 2010 compared to March 31, 2009
   
    
    a decrease in gain on dispositions of unconsolidated real estate and other, primarily
related to additional proceeds received in 2009 related to our disposition during 2008 of
an interest in an unconsolidated real estate partnership, for which there was no comparable
activity in 2010;
    
    a decrease in asset management and tax credit revenues; and
    
    an increase in the noncontrolling interests in consolidated real estate partnerships
share of earnings, primarily due to their share of increases in gains on disposition of
consolidated real estate properties during 2010.
   Real Estate Operations
    20




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##### Table of Contents



Three Months EndedMarch 31,2010
    
    
    2009Rental and other property revenues:Conventional real estate operations
    
    $
    232,370
    
    
    $
    233,536Affordable real estate operations
    
    
    55,168
    
    
    
    48,732Corporate and amounts not allocated
    
    
    1,181
    
    
    
    1,644Total
    
    
    288,719
    
    
    
    283,912Property operating expenses:Conventional real estate operations
    
    
    96,983
    
    
    
    93,711Affordable real estate operations
    
    
    28,924
    
    
    
    25,103Corporate and amounts not allocated
    
    
    14,508
    
    
    
    16,816Total
    
    
    140,415
    
    
    
    135,630Real estate operations net operating income
    
    $
    148,304
    
    
    $
    148,282
      21




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##### Table of Contents



Other Operating Expenses (Income)
 Asset Management and Tax Credit Revenues
    Investment Management Expenses
  Depreciation and Amortization
  General and Administrative Expenses
  Other Expenses, Net
   Interest Expense
   22




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##### Table of Contents



Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships
   Gain on Dispositions of Unconsolidated Real Estate and Other
   Income Tax Benefit
   Income from Discontinued Operations, Net
     23




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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.
  24




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##### Table of Contents



Notes Receivable and Interest Income Recognition
    Provision for Losses on Notes Receivable
   Capitalized Costs
   25




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Liquidity and Capital Resources
        26




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##### Table of Contents



Operating Activities
  Investing Activities
   Financing Activities
  Property Debt
   27




---



##### Table of Contents



Term Loan and Credit Facility
    Partners Capital Transactions
   Future Capital Needs
   28




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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
   29




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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.
 MaximumNumberof Units thatTotal Number of
    
    
    May Yet BeTotal
    
    
    Average
    
    
    Units Purchased as
    
    
    PurchasedNumber
    
    
    Price
    
    
    Part of Publicly
    
    
    Under theof Units
    
    
    Paid
    
    
    Announced Plans or
    
    
    Plans orPeriod
    
    Purchased
    
    
    per Unit
    
    
    Programs (1)
    
    
    Programs (2)January 1  January 31, 2010
    
    
    1,901
    
    
    $
    15.56
    
    
    
    N/A
    
    
    
    N/AFebruary 1  February 28, 2010
    
    
    2,553
    
    
    $
    15.62
    
    
    
    N/A
    
    
    
    N/AMarch 1  March 31, 2010
    
    
    18,319
    
    
    $
    16.86
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    22,773
    
    
    $
    16.61
 (1)
    
    The terms of our Partnership Agreement do not provide for a maximum number of units that
may be repurchased, and other than the express terms of our Partnership Agreement, we have
no publicly announced plans or programs of repurchase. However, whenever Aimco repurchases
shares of its Class A Common Stock, it is expected that Aimco will fund the repurchase with
proceeds from a concurrent repurchase by us of common OP Units held by Aimco at a price per
unit that is equal to the price per share paid for the Class A Common Stock.(2)
    
    Aimcos board of directors has, from time to time, authorized Aimco to repurchase shares
of Class A Common Stock. As of March 31, 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.
  30




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##### Table of Contents



ITEM 6. Exhibits
  EXHIBIT NO. (1)10.1
    
    
    Eighth Amendment to Senior Secured Credit Agreement, dated as of
February 3, 2010, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc.,
as the Borrowers, the pledgors and guarantors named therein and the
lenders party thereto (Exhibit 10.1 to Aimcos Current Report on Form
8-K, dated February 3, 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.  31




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##### Table of Contents



SIGNATURES
  AIMCO PROPERTIES, L.P.By:
    AIMCO-GP, Inc., its general partnerBy:
    /s/ ERNEST M. FREEDMANErnest M. FreedmanExecutive Vice President and Chief Financial Officer
(duly authorized officer and
principal financial officer)By:
    /s/ PAUL BELDINPaul BeldinSenior Vice President and
Chief Accounting Officer   32




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EXHIBIT INDEX
 EXHIBIT NO. (1)10.1
    
    
    Eighth Amendment to Senior Secured Credit Agreement, dated as of
February 3, 2010, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc.,
as the Borrowers, the pledgors and guarantors named therein and the
lenders party thereto (Exhibit 10.1 to Aimcos Current Report on Form
8-K, dated February 3, 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.