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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
þþþþ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
oooo
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
or
Apartment Investment and Management Company
(Exact name of registrant as specified in its charter)
Commission File Number 1-13232
Maryland
(State or other jurisdiction of
incorporation or organization)
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado
(Address of principal executive offices)
84-1259577
(I.R.S. Employer
Identification No.)
80237
(Zip Code)
Registrant’s telephone number, including area code: (303) 757-8101
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Class A Common Stock
Class T Cumulative Preferred Stock
Class U Cumulative Preferred Stock
Class V Cumulative Preferred Stock
Class Y Cumulative Preferred Stock
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Securities Registered Pursuant to Section 12(g) of the Act: none
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
Non-accelerated filer o
Accelerated filer o
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
(Do not check if a smaller reporting company)
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $2.2 billion as of June 30,
2010. As of February 22, 2011, there were 118,131,892 shares of Class A Common Stock outstanding.
Portions of the registrant’s definitive proxy statement to be issued in conjunction with the registrant’s annual meeting of stockholders to be held April 26,
2011, are incorporated by reference into Part III of this Annual Report.
DOCUMENTS INCORPORATED BY REFERENCE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
TABLE OF CONTENTS
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2010
Item
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
4. (Removed and Reserved)
PART I
PART II
5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
8. Financial Statements and Supplementary Data
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
10. Directors, Executive Officers and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accountant Fees and Services
PART III
15. Exhibits and Financial Statement Schedules
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-99.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT
PART IV
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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 Annual Report contains or may contain information that is forward-looking within the meaning of the federal
securities laws, including, without limitation, statements regarding our ability to maintain current or meet projected occupancy, rental rates and
property operating results and the effect of acquisitions and redevelopments. 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, including the pace of job growth and the level of unemployment; 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, our 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 our 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 this Annual Report and the other documents
we file from time to time with the Securities and Exchange Commission.
Item 1.
Business
The Company
PART I
Apartment Investment and Management Company, or Aimco, is a Maryland corporation incorporated on January 10, 1994. We are a self-
administered and self-managed real estate investment trust, or REIT. Our principal financial objective is to provide predictable and attractive returns to
our stockholders. Our business plan to achieve this objective is described in the Business Overview section.
Through our wholly-owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP Trust, we own a majority of the ownership interests in AIMCO
Properties, L.P., which we refer to as the Aimco Operating Partnership. As of December 31, 2010, we held an interest of approximately 93% in the
common partnership units and equivalents of the Aimco Operating Partnership. We conduct substantially all of our business and own substantially all
of our assets through the Aimco Operating Partnership. Interests in the Aimco Operating Partnership that are held by limited partners other than
Aimco are referred to as “OP Units.” OP Units include common partnership units, high performance partnership units and partnership preferred units,
which we refer to as common OP Units, High Performance Units and preferred OP Units, respectively. At December 31, 2010, 117,642,872 shares of our
Common Stock were outstanding and the Aimco Operating Partnership had 8,470,013 common partnership units and equivalents outstanding for a
combined total of 126,112,885 shares of Common Stock, common partnership units and equivalents outstanding.
Since our initial public offering in July 1994, we have completed numerous transactions, including purchases of properties and interests in
entities that own or manage properties, expanding our portfolio of owned or managed properties from 132 properties with 29,343 apartment units to a
peak of over 2,100 properties with 379,000 apartment units. As of December 31, 2010, our portfolio of owned and/or managed properties consists of 768
properties with 122,694 apartment units.
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Except as the context otherwise requires, “we,” “our,” “us” and the “Company” refer to Aimco, the Aimco Operating Partnership and their
consolidated entities, collectively. As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a
limited liability company and “partner” refers to a limited partner in a limited partnership or a member in a limited liability company.
Business Overview
Our principal financial objective is to provide predictable and attractive returns to our stockholders. Our business plan to achieve this objective
is to:
• own and operate a broadly diversified portfolio of primarily class “B/B+” assets with properties concentrated in the 20 largest markets in the
United States (as measured by total apartment value, which is the estimated total market value of apartment properties in a particular market);
• improve our portfolio by selling assets with lower projected returns and reinvesting those proceeds through the purchase of new assets or
additional investment in existing assets in our portfolio, including increased ownership or redevelopment; and
• provide financial leverage primarily by the use of non-recourse, long-dated, fixed-rate property debt and perpetual preferred equity.
Our business is organized around two core activities: Property Operations and Portfolio Management. We continue to simplify our business,
including de-emphasizing transactional based activity fees and a corresponding reduction in personnel involved in those activities. Our core activities,
along with our financial strategy, are described in more detail below.
Property Operations
Our owned real estate portfolio is comprised of two business components: conventional and affordable property operations, which also
comprise our reportable segments. Our conventional property operations consist of market-rate apartments with rents paid by the resident and
included 219 properties with 68,972 units as of December 31, 2010. Our affordable property operations consist of apartments with rents that are
generally paid, in whole or part, by a government agency and consisted of 228 properties with 26,540 units as of December 31, 2010. Affordable
properties tend to have relatively more stable rents and higher occupancy due to government rent payments and thus are much less affected by market
fluctuations. Our conventional and affordable properties generated 87% and 13%, respectively, of our proportionate property net operating income (as
defined in Item 7) during the year ended December 31, 2010. For the three months ended December 31, 2010, our conventional portfolio monthly rents
averaged $1,052 and provided 62% operating margins. These average rents increased about 1% from average rents of $1,042 for the three months
ended December 31, 2009.
Our property operations currently are organized into five geographic areas. To manage our nationwide portfolio more efficiently and to increase
the benefits from our local management expertise, we have given direct responsibility for operations within each area to an area operations leader with
regular senior management reviews. To enable the area operations leaders to focus on sales and service, as well as to improve financial control and
budgeting, we have dedicated an area financial officer to support each area operations leader, and with the exception of routine maintenance, our
specialized Construction Services group manages all on-site capital spending, thus reducing the need for the area operations leaders to spend time on
oversight of construction projects.
We seek to improve our oversight of property operations by: upgrading systems; standardizing business processes, operational measurements
and internal reporting; and enhancing financial controls over field operations. Our objectives are to focus on the areas discussed below:
• Customer Service. Our operating culture is focused on our residents. Our goal is to provide our residents with consistent service in clean,
safe and attractive communities. We evaluate our performance through a customer satisfaction tracking system. In addition, we emphasize the
quality of our on-site employees through recruiting, training and retention programs, which we believe contributes to improved customer
service and leads to increased occupancy rates and enhanced operational performance.
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• Resident Selection and Retention. In apartment properties, neighbors are a meaningful part of the product, together with the location of the
property and the physical quality of the apartment units. Part of our property operations strategy is to focus on resident acquisition and
retention — attracting and retaining credit-worthy residents who are good neighbors. We have structured goals and coaching for all of our
sales personnel, a tracking system for inquiries and a standardized renewal communication program. We have standardized residential
financial stability requirements and have policies and monitoring practices to maintain our resident quality.
• Revenue Management. For our conventional properties, we have a centralized revenue management system that leverages people, processes
and technology to work in partnership with our area operational management teams to develop rental rate pricing. We seek to increase
revenue and net operating income by optimizing the balance between rental and occupancy rates, as well as taking into consideration the
cost of preparing an apartment unit for a new tenant. We are also focused on careful measurements of on-site operations, as we believe that
timely and accurate collection of property performance and resident profile data will enable us to maximize revenue through better property
management and leasing decisions, as well as the automation of certain aspects of on-site operations, to enable our on-site employees to
focus more of their time on customer service. We have standardized policies for new and renewal pricing with timely data and analyses by
floor-plan, thereby enabling us to respond quickly to changing supply and demand for our product and maximize rental revenue.
• Controlling Expenses. Cost controls are accomplished by local focus at the area level; taking advantage of economies of scale at the
corporate level; and through electronic procurement.
• Ancillary Services. We believe that our ownership and management of properties provide us with unique access to a customer base that
allows us to provide additional services and thereby increase occupancy and rents, while also generating incremental revenue. We currently
provide cable television, telephone services, appliance rental, and carport, garage and storage space rental at certain properties.
• Maintaining and Improving Property Quality. We believe that the physical condition and amenities of our apartment properties are
important factors in our ability to maintain and increase rental rates. In 2010, for properties included in continuing operations, we invested
$74.7 million, or $848 per owned apartment unit, in Capital Replacements, which represent the share of additions that are deemed to replace the
consumed portion of acquired capital assets. Additionally, for properties included in continuing operations, we invested $45.4 million, or $515
per owned apartment unit, in Capital Improvements, which are non-redevelopment capital additions that are made to enhance the value,
profitability or useful life of an asset from its original purchase condition.
Portfolio Management
Portfolio Management involves the ongoing allocation of investment capital to meet our geographic and product type goals. We target
geographic balance in Aimco’s diversified portfolio in order to optimize risk-adjusted returns and to avoid the risk of undue concentration in any
particular market. We also seek to balance the portfolio by product type, with both high quality properties in excellent locations and also high land
value properties that support redevelopment activities.
Our geographic allocation strategy focuses on the 20 largest markets in the United States (as measured by total apartment value) to reduce
volatility in and our dependence on particular areas of the country. We believe these markets are deep, relatively liquid and possess desirable long-
term growth characteristics. They are primarily coastal markets, and also include a number of Sun Belt cities and Chicago, Illinois. We may also invest
in other markets on an opportunistic basis. We expect that increased geographic focus will also add to our investment knowledge and increase
operating efficiencies based on local economies of scale.
Our portfolio strategy also focuses on asset type and quality. Our target allocation of capital to conventional and affordable properties is 90%
and 10%, respectively, of our Net Asset Value, which is the estimated fair value of our assets, net of liabilities and preferred equity. For conventional
assets, we focus on the ownership of primarily B/B+ assets. We measure conventional property asset quality based on average rents compared to
local market
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average rents as reported by a third-party provider of commercial real estate performance and analysis, with A-quality assets earning rents greater than
125% of local market average, B-quality assets earning rents 90% to 125% of local market average and C-quality assets earning rents less than 90% of
local market average.
Portfolio management involves strategic portfolio and capital allocation decisions such as transactions to buy or sell properties, or modify our
ownership interest in properties, including the use of partnerships and joint ventures, or to increase our investment in existing properties through
redevelopment. We generally seek to sell assets with lower projected returns, which are often in markets less desirable than our target markets, and
reinvest those proceeds through the purchase of new assets or additional investment in existing assets in our portfolio. The purpose of these
transactions is to adjust our investments to reflect decisions regarding target allocations to geographic markets and between conventional and
affordable properties.
We believe redevelopment of certain properties in superior locations provides advantages over ground-up development, enabling us to generate
rents comparable to new properties with lower financial risk, in less time and with reduced delays associated with governmental permits and
authorizations. We believe redevelopment also provides superior risk adjusted returns with lower volatility compared to ground-up development.
Redevelopment work may also include seeking entitlements from local governments, which enhance the value of our existing portfolio by increasing
density, that is, the right to add residential units to a site. We have historically undertaken a range of redevelopment projects: from those in which a
substantial number of all available units are vacated for significant renovations to the property, to those in which there is significant renovation, such
as exteriors, common areas or unit improvements, typically done upon lease expirations without the need to vacate units on any wholesale or
substantial basis. We have a specialized Redevelopment and Construction Services group to oversee these projects.
During 2010, we increased our allocation of capital to our target markets by disposing of 24 conventional properties located primarily outside of
our target markets or in less desirable locations within our target markets and by investing $26.4 million in redevelopment of conventional properties
included in continuing operations. As of December 31, 2010, our conventional portfolio included 219 properties with 68,972 units in 38 markets. As of
December 31, 2010, conventional properties comprised 88% of our Net Asset Value and conventional properties in our target markets comprised 88%
of the Net Asset Value attributable to our conventional properties. Our top five markets by net operating income contribution include the metropolitan
areas of Washington, D.C.; Los Angeles, California; Chicago, Illinois; Boston, Massachusetts; and Philadelphia, Pennsylvania.
During 2010, we invested $3.1 million in redevelopment of affordable properties included in continuing operations, funded primarily by proceeds
from the sale of tax credits to institutional partners. As with conventional properties, we also seek to dispose of affordable properties that are
inconsistent with our long-term investment and operating strategies. During 2010, we sold 27 properties from our affordable portfolio. As of
December 31, 2010, our affordable portfolio included 228 properties with 26,540 units and our affordable properties comprised 12% of our Net Asset
Value.
Financial Strategy
Our leverage strategy seeks to balance increasing financial returns with the risks inherent with leverage. At December 31, 2010, approximately
86% of our leverage consisted of property-level, non-recourse, long-dated, fixed-rate, amortizing debt and 13% consisted of perpetual preferred equity,
a combination which helps to limit our refunding and re-pricing risk. At December 31, 2010, we had no outstanding corporate level debt. Our leverage
strategy limits refunding risk on our property-level debt. At December 31, 2010, the weighted average maturity of our property-level debt was 7.8 years,
with 2% of our debt maturing in 2011, less than 9% maturing in 2012, and on average approximately 7% maturing in each of 2013, 2014 and 2015. Long
duration, fixed-rate liabilities provide a hedge against increases in interest rates and inflation. Approximately 91% of our property-level debt is fixed-
rate. Of the $104.9 million of property debt maturing during 2011, we completed the refinance of $79.4 million in February 2011, and we are focusing on
refinancing our property debt maturing during 2012 through 2015 to extend maturities and lock in current low interest rates.
During 2010, we repaid the remaining $90.0 million on our term loan. We also expanded our credit facility from $180.0 million to $300.0 million,
providing additional liquidity for short-term or unexpected cash
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requirements. As of December 31, 2010, we had the capacity to borrow $260.3 million pursuant to our credit facility (after giving effect to $39.7 million
outstanding for undrawn letters of credit). The revolving credit facility matures May 1, 2013, and may be extended for an additional year, subject to
certain conditions.
Competition
In attracting and retaining residents to occupy our properties we compete with numerous other housing alternatives. Our properties compete
directly with other rental apartments as well as condominiums and single-family homes that are available for rent or purchase in the markets in which
our properties are located. Principal factors of competition include rent or price charged, attractiveness of the location and property and quality and
breadth of services. The number of competitive properties relative to demand in a particular area has a material effect on our ability to lease apartment
units at our properties and on the rents we charge. In certain markets there exists an oversupply of single family homes and condominiums and a
reduction of households, both of which affect the pricing and occupancy of our rental apartments.
We also compete with other real estate investors, including other apartment REITs, pension and investment funds, partnerships and investment
companies in acquiring, redeveloping, managing, obtaining financing for and disposing of apartment properties. This competition affects our ability to:
acquire properties we want to add to our portfolio and the price that we pay in such acquisitions; finance or refinance properties in our portfolio and
the cost of such financing; and dispose of properties we no longer desire to retain in our portfolio and the timing and price for which we dispose of
such properties.
Taxation
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, which we refer to as the Code, commencing with
our taxable year ended December 31, 1994, and intend to continue to operate in such a manner. Our current and continuing qualification as a REIT
depends on our ability to meet the various requirements imposed by the Code, which relate to organizational structure, distribution levels, diversity of
stock ownership and certain restrictions with regard to owned assets and categories of income. If we qualify for taxation as a REIT, we will generally
not be subject to United States Federal corporate income tax on our taxable income that is currently distributed to stockholders. This treatment
substantially eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from an investment in a corporation.
Even if we qualify as a REIT, we may be subject to United States Federal income and excise taxes in various situations, such as on our
undistributed income. We also will be required to pay a 100% tax on any net income on non-arm’s length transactions between us and a TRS
(described below) and on any net income from sales of property that was property held for sale to customers in the ordinary course. We and our
stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business or our
stockholders reside. In addition, we could also be subject to the alternative minimum tax, or AMT, on our items of tax preference. The state and local
tax laws may not conform to the United States Federal income tax treatment. Any taxes imposed on us reduce our operating cash flow and net income.
Certain of our operations or a portion thereof, including property management, asset management and risk management are conducted through
taxable REIT subsidiaries, each of which we refer to as a TRS. A TRS is a C-corporation that has not elected REIT status and, as such, is subject to
United States Federal corporate income tax. We use TRS entities to facilitate our ability to offer certain services and activities to our residents and
investment partners that cannot be offered directly by a REIT. We also use TRS entities to hold investments in certain properties.
The recently enacted Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010 extends the 2001 and 2003 tax rates for
taxpayers that are taxable as individuals, trusts and estates through 2012, including the maximum 35% tax rate on ordinary income and the maximum
15% tax rate for long-term capital gains and qualified dividend income. Dividends paid by REITs will generally not constitute qualified dividend income
eligible for the 15% tax rate for stockholders that are taxable as individuals, trusts and estates and will generally be taxable at the higher ordinary
income tax rates.
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Regulation
General
Apartment properties and their owners are subject to various laws, ordinances and regulations, including those related to real estate broker
licensing and regulations relating to recreational facilities such as swimming pools, activity centers and other common areas. Changes in laws
increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as
well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which
would adversely affect our net income and cash flows from operating activities. In addition, future enactment of rent control or rent stabilization laws,
such as legislation that has been considered in New York, or other laws regulating multifamily housing may reduce rental revenue or increase
operating costs in particular markets.
Dodd-Frank Wall Street Reform and Consumer Protection Act
In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Act, was signed into federal law. The provisions of the
Act include new regulations for over-the-counter derivatives and substantially increased regulation and risk of liability for credit rating agencies, all of
which could increase our cost of capital. The Act also includes provisions concerning corporate governance and executive compensation which,
among other things, require additional executive compensation disclosures and enhanced independence requirements for board compensation
committees and related advisors, as well as provide explicit authority for the Securities and Exchange Commission to adopt proxy access, all of which
could result in additional expenses in order to maintain compliance. The Act is wide-ranging, and the provisions are broad with significant discretion
given to the many and varied agencies tasked with adopting and implementing the Act. The majority of the provisions of the Act do not go into effect
immediately and may be adopted and implemented over many months or years. As such, we cannot predict the full impact of the Act on our financial
condition or results of operations.
Environmental
Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation,
of certain potentially hazardous materials present on a property. These materials may include lead-based paint, asbestos, polychlorinated biphenyls,
and petroleum-based fuels, among other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator
knew of, or was responsible for, the release or presence of such materials. In connection with the ownership, operation and management of properties,
we could potentially be liable for environmental liabilities or costs associated with our properties or properties we acquire or manage in the future.
These and other risks related to environmental matters are described in more detail in Item 1A, “Risk Factors.”
Insurance
Our primary lines of insurance coverage are property, general liability, and workers’ compensation. We believe that our insurance coverages
adequately insure our properties against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, terrorism and other perils, and
adequately insure us against other risk. Our coverage includes deductibles, retentions and limits that are customary in the industry. We have
established loss prevention, loss mitigation, claims handling and litigation management procedures to manage our exposure.
Employees
At December 31, 2010, we had approximately 3,100 employees, of which approximately 2,400 were at the property level, performing various
on-site functions, with the balance managing corporate and area operations, including investment and debt transactions, legal, financial reporting,
accounting, information systems, human resources and other support functions. As of December 31, 2010, unions represented 103 of our employees.
We have never experienced a work stoppage and believe we maintain satisfactory relations with our employees.
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Available Information
Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to any of those
reports that we file with the Securities and Exchange Commission are available free of charge as soon as reasonably practicable through our website at
www.aimco.com. The information contained on our website is not incorporated into this Annual Report. Our Common Stock is listed on the New York
Stock Exchange under the symbol “AIV.” In 2010, our chief executive officer submitted his annual corporate governance listing standards certification
to the New York Stock Exchange, which certification was unqualified.
Item 1A. Risk Factors
The risk factors noted in this section and other factors noted throughout this Annual Report, describe certain risks and uncertainties that could
cause our actual results to differ materially from those contained in any forward-looking statement.
Our existing and future debt financing could render us unable to operate, result in foreclosure on our properties, prevent us from making
distributions on our equity or otherwise adversely affect our liquidity.
We are subject to the risk that our cash flow from operations will be insufficient to make required payments of principal and interest, and the risk
that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If
we fail to make required payments of principal and interest on secured debt, our lenders could foreclose on the properties and other collateral securing
such debt, which would result in loss of income and asset value to us. As of December 31, 2010, substantially all of the properties that we owned or
controlled were encumbered by debt. Our organizational documents do not limit the amount of debt that we may incur, and we have significant
amounts of debt outstanding. Payments of principal and interest may leave us with insufficient cash resources to operate our properties or pay
distributions required to be paid in order to maintain our qualification as a REIT.
Disruptions in the financial markets could affect our ability to obtain financing and the cost of available financing and could adversely affect
our liquidity.
Our ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets and, to an
important extent, on the level of involvement of certain government sponsored entities, specifically, Federal Home Loan Mortgage Corporation, or
Freddie Mac, and Federal National Mortgage Association, or Fannie Mae, in secondary credit markets. In recent years, the United States credit
markets (outside of multi-family) experienced significant liquidity disruptions, which caused the spreads on debt financings to widen considerably and
made obtaining financing, both non-recourse property debt and corporate borrowings, such as our term loan or revolving credit facility, more difficult.
During 2008, the Federal Housing Finance Agency, or FHFA, placed Freddie Mac and Fannie Mae into, and they currently remain under,
conservatorship. In February 2011, the Obama Administration presented Congress with a set of proposals regarding the Federal government’s future
role in the housing finance market, each of which included the winding down of Freddie Mac and Fannie Mae. Freddie Mac’s and Fannie Mae’s future
relationship with the Federal government and their future role in the financial markets is uncertain. Any significant reduction in Freddie Mac’s or
Fannie Mae’s level of involvement in the secondary credit markets may adversely affect our ability to obtain non-recourse property debt financing.
Additionally, further or prolonged disruptions in the credit markets may also affect our ability to renew our credit facility with similar commitments or
the cost of financing when it matures in May 2014 (inclusive of a one year extension option).
If our ability to obtain financing is adversely affected, we may be unable to satisfy scheduled maturities on existing financing through other
sources of liquidity, which could result in lender foreclosure on the properties securing such debt and loss of income and asset value, each of which
would adversely affect our liquidity.
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Increases in interest rates would increase our interest expense and reduce our profitability.
As of December 31, 2010, on a consolidated basis, we had approximately $470.3 million of variable-rate indebtedness outstanding and
$57.0 million of variable rate preferred stock outstanding. Of the total debt subject to variable interest rates, floating rate tax-exempt bond financing was
approximately $374.4 million. Floating rate tax-exempt bond financing is benchmarked against the Securities Industry and Financial Markets
Association Municipal Swap Index, or SIFMA, rate, which since 1989 has averaged 75% of the 30-day LIBOR rate. If this historical relationship
continues, we estimate that an increase in 30-day LIBOR of 100 basis points (75 basis points for tax-exempt interest rates) with constant credit risk
spreads would result in net income and net income attributable to Aimco common stockholders being reduced (or the amounts of net loss and net loss
attributable to Aimco common stockholders being increased) by $3.9 million on an annual basis.
At December 31, 2010, we had approximately $450.4 million in cash and cash equivalents, restricted cash and notes receivable, a portion of which
bear interest at variable rates indexed to LIBOR-based rates, and which may mitigate the effect of an increase in variable rates on our variable-rate
indebtedness and preferred stock discussed above.
Failure to generate sufficient net operating income may adversely affect our liquidity, limit our ability to fund necessary capital expenditures
or adversely affect our ability to pay dividends.
Our ability to fund necessary capital expenditures on our properties depends on, among other things, our ability to generate net operating
income in excess of required debt payments. If we are unable to fund capital expenditures on our properties, we may not be able to preserve the
competitiveness of our properties, which could adversely affect our net operating income.
Our ability to make payments to our investors depends on our ability to generate net operating income in excess of required debt payments and
capital expenditure requirements. Our net operating income and liquidity may be adversely affected by events or conditions beyond our control,
including:
• the general economic climate;
• an inflationary environment in which the costs to operate and maintain our properties increase at a rate greater than our ability to increase
rents which we can only do upon renewal of existing leases or at the inception of new leases;
• competition from other apartment communities and other housing options;
• local conditions, such as loss of jobs, unemployment rates 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;
• 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.
Covenant restrictions may limit our ability to make payments to our investors.
Some of our debt and other securities contain covenants that restrict our ability to make distributions or other payments to our investors unless
certain financial tests or other criteria are satisfied. Our credit facility provides, among other things, that we may make distributions to our investors
during any four consecutive fiscal quarters in an aggregate amount that does not exceed the greater of 95% of our Funds From Operations for such
period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain our REIT status. Our outstanding classes of
preferred stock prohibit the payment of dividends on our Common Stock if we fail to pay the dividends to which the holders of the preferred stock are
entitled.
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Because real estate investments are relatively illiquid, we may not be able to sell properties when appropriate.
Real estate investments are relatively illiquid and cannot always be sold quickly. REIT tax rules also restrict our ability to sell properties. Thus,
we may not be able to change our portfolio promptly in response to changes in economic or other market conditions. Our ability to dispose of assets in
the future will depend on prevailing economic and market conditions, including the cost and availability of financing. This could have a material
adverse effect on our financial condition or results of operations.
Competition could limit our ability to lease apartments or increase or maintain rents.
Our apartment properties compete for residents with other housing alternatives, including other rental apartments, condominiums and single-
family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing in
a particular area could adversely affect our ability to lease apartments and to increase or maintain rental rates. Recent challenges in the credit and
housing markets have increased housing inventory that competes with our apartment properties.
Our subsidiaries may be prohibited from making distributions and other payments to us.
All of our properties are owned, and all of our operations are conducted, by the Aimco Operating Partnership and our other subsidiaries. As a
result, we depend on distributions and other payments from the Aimco Operating Partnership and our other subsidiaries in order to satisfy our
financial obligations and make payments to our investors. The ability of our subsidiaries to make such distributions and other payments depends on
their earnings and cash flows and may be subject to statutory or contractual limitations. As an equity investor in our subsidiaries, our right to receive
assets upon their liquidation or reorganization will be effectively subordinated to the claims of their creditors. To the extent that we are recognized as a
creditor of such subsidiaries, our claims may still be subordinate to any security interest in or other lien on their assets and to any of their debt or other
obligations that are senior to our claims.
Redevelopment and construction risks could affect our profitability.
We intend to continue to redevelop certain of our properties. These activities are subject to the following risks:
• we may be unable to obtain, or experience delays in obtaining, necessary zoning, occupancy, or other required governmental or third party
permits and authorizations, which could result in increased costs or the delay or abandonment of opportunities;
• we may incur costs that exceed our original estimates due to increased material, labor or other costs, such as litigation;
• we may be unable to complete construction and lease up of a property on schedule, resulting in increased construction and financing costs
and a decrease in expected rental revenues;
• occupancy rates and rents at a property may fail to meet our expectations for a number of reasons, including changes in market and economic
conditions beyond our control and the development by competitors of competing communities;
• we may be unable to obtain financing with favorable terms, or at all, for the proposed development of a property, which may cause us to delay
or abandon an opportunity;
• we may abandon opportunities that we have already begun to explore for a number of reasons, including changes in local market conditions
or increases in construction or financing costs, and, as a result, we may fail to recover expenses already incurred in exploring those
opportunities;
• we may incur liabilities to third parties during the redevelopment process, for example, in connection with resident lease terminations, or
managing existing improvements on the site prior to resident lease terminations; and
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• loss of a key member of a project team could adversely affect our ability to deliver redevelopment projects on time and within our budget.
We are insured for certain risks, and the cost of insurance, increased claims activity or losses resulting from casualty events may affect our
operating results and financial condition.
We are insured for a portion of our consolidated properties’ exposure to casualty losses resulting from fire, earthquake, hurricane, tornado, flood
and other perils, which insurance is subject to deductibles and self-insurance retention. We recognize casualty losses or gains based on the net book
value of the affected property and the amount of any related insurance proceeds. In many instances, the actual cost to repair or replace the property
may exceed its net book value and any insurance proceeds. We also insure certain unconsolidated properties for a portion of their exposure to such
losses. With respect to our consolidated properties, we recognize the uninsured portion of losses as part of casualty losses in the periods in which
they are incurred. In addition, we are self-insured for a portion of our exposure to third-party claims related to our employee health insurance plans,
workers’ compensation coverage and general liability exposure. With respect to our insurance obligations to unconsolidated properties and our
exposure to claims of third parties, we establish reserves at levels that reflect our known and estimated losses. The ultimate cost of losses and the
impact of unforeseen events may vary materially from recorded reserves, and variances may adversely affect our operating results and financial
condition. We purchase insurance to reduce our exposure to losses and limit our financial losses on large individual risks. The availability and cost of
insurance are determined by market conditions outside our control. No assurance can be made that we will be able to obtain and maintain insurance at
the same levels and on the same terms as we do today. If we are not able to obtain or maintain insurance in amounts we consider appropriate for our
business, or if the cost of obtaining such insurance increases materially, we may have to retain a larger portion of the potential loss associated with
our exposures to risks.
Natural disasters and severe weather may affect our operating results and financial condition.
Natural disasters and severe weather such as hurricanes may result in significant damage to our properties. The extent of our casualty losses
and loss in operating income in connection with such events is a function of the severity of the event and the total amount of exposure in the affected
area. When we have geographic concentration of exposures, a single catastrophe (such as an earthquake) or destructive weather event (such as a
hurricane) affecting a region may have a significant negative effect on our financial condition and results of operations. We cannot accurately predict
natural disasters or severe weather, or the number and type of such events that will affect us. As a result, our operating and financial results may vary
significantly from one period to the next. Although we anticipate and plan for losses, there can be no assurance that our financial results will not be
adversely affected by our exposure to losses arising from natural disasters or severe weather in the future that exceed our previous experience and
assumptions.
We depend on our senior management.
Our success depends upon the retention of our senior management, including Terry Considine, our chief executive officer. We have a
succession planning and talent development process that is designed to identify potential replacements and develop our team members to provide
depth in the organization and a bench of talent on which to draw. However, there are no assurances that we would be able to find qualified
replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more
members of our senior management team could have a material adverse effect on our business, financial condition and results of operations. We do
not currently maintain key-man life insurance for any of our employees.
If we are not successful in our acquisition of properties, our results of operations could be adversely affected.
The selective acquisition of properties is a component of our strategy. However, we may not be able to complete transactions successfully in the
future. Although we seek to acquire properties when such acquisitions increase our property net operating income, Funds From Operations or Net
Asset Value, such transactions may fail to perform in accordance with our expectations. In particular, following acquisition, the value and operational
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performance of a property may be diminished if obsolescence or neighborhood changes occur before we are able to redevelop or sell the property.
We may be subject to litigation associated with partnership transactions that could increase our expenses and prevent completion of beneficial
transactions.
We have engaged in, and intend to continue to engage in, the selective acquisition of interests in partnerships controlled by us that own
apartment properties. In some cases, we have acquired the general partner of a partnership and then made an offer to acquire the limited partners’
interests in the partnership. In these transactions, we may be subject to litigation based on claims that we, as the general partner, have breached our
fiduciary duty to our limited partners or that the transaction violates the relevant partnership agreement or state law. Although we intend to comply
with our fiduciary obligations and the relevant partnership agreements, we may incur additional costs in connection with the defense or settlement of
this type of litigation. In some cases, this type of litigation may adversely affect our desire to proceed with, or our ability to complete, a particular
transaction. Any litigation of this type could also have a material adverse effect on our financial condition or results of operations.
Government housing regulations may limit the opportunities at some of our properties and failure to comply with resident qualification
requirements may result in financial penalties and/or loss of benefits, such as rental revenues paid by government agencies. Additionally, the
government may cease to operate government housing programs which would result in a loss of benefits.
We own consolidated and unconsolidated equity interests in certain properties and manage other properties that benefit from governmental
programs intended to provide housing to people with low or moderate incomes. These programs, which are usually administered by the
U.S. Department of Housing and Urban Development, or HUD, or state housing finance agencies, typically provide one or more of the following:
mortgage insurance; favorable financing terms; tax-credit equity; or rental assistance payments to the property owners. As a condition of the receipt
of assistance under these programs, the properties must comply with various requirements, which typically limit rents to pre-approved amounts and
limit our choice of residents to those with incomes at or below certain levels. Failure to comply with these requirements may result in financial penalties
or loss of benefits. We are usually required to obtain the approval of HUD in order to acquire or dispose of a significant interest in or manage a HUD-
assisted property. We may not always receive such approval.
Additionally, there is no guarantee that the government will continue to operate these programs. Any cessation of these government housing
programs may result in our loss of the benefits we receive under these programs, including rental subsidies. During 2010, 2009 and 2008, for continuing
operations, our rental revenues include $131.4 million, $126.9 million and $119.5 million, respectively, of subsidies from government agencies. Of the
2010 subsidy amounts, approximately 10.7% related to properties subject to housing assistance contracts that expire in 2011, which we anticipate
renewing, and the remainder related to properties subject to housing assistance contracts that expire after 2011 and have a weighted average term of
10.8 years. Any loss of these benefits may adversely affect our liquidity and results of operations.
Laws benefiting disabled persons may result in our incurrence of unanticipated expenses.
Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal
requirements related to access and use by disabled persons. The Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first
occupied after March 13, 1991, to comply with design and construction requirements for disabled access. For those projects receiving Federal funds,
the Rehabilitation Act of 1973 also has requirements regarding disabled access. These and other Federal, state and local laws may require
modifications to our properties, or affect renovations of the properties. Noncompliance with these laws could result in the imposition of fines or an
award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital
expenditures. Although we believe that our properties are substantially in compliance with present requirements, we may incur unanticipated expenses
to comply with the ADA, the FHAA and the Rehabilitation Act of 1973 in connection with the ongoing operation or redevelopment of our properties.
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Potential liability or other expenditures associated with potential environmental contamination may be costly.
Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation,
of certain potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based
fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible
for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect
occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with
investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection
therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability
or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or
treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose
liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation
and management of properties, we could potentially be responsible for environmental liabilities or costs associated with our properties or properties
we acquire or manage in the future.
Moisture infiltration and resulting mold remediation may be costly.
Although we are proactively engaged in managing moisture intrusion and preventing the presence of mold at our properties, it is not unusual for
mold to be present at some units within the portfolio. We have implemented policies, procedures, third-party audits and training, and include a detailed
moisture intrusion and mold assessment during acquisition due diligence. We believe these measures will manage mold exposure at our properties and
will minimize the effects that mold may have on our residents. To date, we have not incurred any material costs or liabilities relating to claims of mold
exposure or to abate mold conditions. We have only limited insurance coverage for property damage claims arising from the presence of mold and for
personal injury claims related to mold exposure. Because the law regarding mold is unsettled and subject to change, we can make no assurance that
liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on our consolidated financial condition or results of
operations.
We may fail to qualify as a REIT.
If we fail to qualify as a REIT, we will not be allowed a deduction for dividends paid to our stockholders in computing our taxable income, and we
will be subject to Federal income tax at regular corporate rates, including any applicable alternative minimum tax. This would substantially reduce our
funds available for distribution to our investors. Unless entitled to relief under certain provisions of the Code, we also would be disqualified from
taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT. In addition, our failure to qualify as a REIT
would place us in default under our primary credit facilities.
We believe that we operate, and have always operated, in a manner that enables us to meet the requirements for qualification as a REIT for
Federal income tax purposes. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, investment, organizational,
distribution, stockholder ownership and other requirements on a continuing basis. Our ability to satisfy the asset tests depends upon our analysis of
the fair market values of our assets, some of which are not susceptible to a precise determination, and for which we do not obtain independent
appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to manage successfully the
composition of our income and assets on an ongoing basis. Moreover, the proper classification of an instrument as debt or equity for Federal income
tax purposes may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. Accordingly, there
can be no assurance that the Internal Revenue Service, or the IRS, will not contend that our interests in subsidiaries or other issuers constitutes a
violation of the REIT requirements. Moreover, future economic, market, legal, tax or other considerations may cause us to fail to qualify as a REIT, or
our Board of Directors may determine to revoke our REIT status.
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REIT distribution requirements limit our available cash.
As a REIT, we are subject to annual distribution requirements, which generally limit the amount of cash we retain for other business purposes,
including amounts to fund our growth. We generally must distribute annually at least 90% of our net REIT taxable income, excluding any net capital
gain, in order for our distributed earnings not to be subject to corporate income tax. We intend to make distributions to our stockholders to comply
with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could
require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code.
Limits on ownership of shares in our charter may result in the loss of economic and voting rights by purchasers that violate those limits.
Our charter limits ownership of our Common Stock by any single stockholder (applying certain “beneficial ownership” rules under the Federal
securities laws) to 8.7% (or up to 9.8% upon a waiver from our Board of Directors) of our outstanding shares of Common Stock, or 15% in the case of
certain pension trusts, registered investment companies and Mr. Considine. Our charter also limits ownership of our Common Stock and preferred
stock by any single stockholder to 8.7% of the value of the outstanding Common Stock and preferred stock, or 15% in the case of certain pension
trusts, registered investment companies and Mr. Considine. The charter also prohibits anyone from buying shares of our capital stock if the purchase
would result in us losing our REIT status. This could happen if a transaction results in fewer than 100 persons owning all of our shares of capital stock
or results in five or fewer persons (applying certain attribution rules of the Code) owning 50% or more of the value of all of our shares of capital stock.
If anyone acquires shares in excess of the ownership limit or in violation of the ownership requirements of the Code for REITs:
• the transfer will be considered null and void;
• we will not reflect the transaction on our books;
• we may institute legal action to enjoin the transaction;
• we may demand repayment of any dividends received by the affected person on those shares;
• we may redeem the shares;
• the affected person will not have any voting rights for those shares; and
• the shares (and all voting and dividend rights of the shares) will be held in trust for the benefit of one or more charitable organizations
designated by us.
We may purchase the shares of capital stock held in trust at a price equal to the lesser of the price paid by the transferee of the shares or the
then current market price. If the trust transfers any of the shares of capital stock, the affected person will receive the lesser of the price paid for the
shares or the then current market price. An individual who acquires shares of capital stock that violate the above rules bears the risk that the
individual:
• may lose control over the power to dispose of such shares;
• may not recognize profit from the sale of such shares if the market price of the shares increases;
• may be required to recognize a loss from the sale of such shares if the market price decreases; and
• may be required to repay to us any distributions received from us as a result of his or her ownership of the shares.
Our charter may limit the ability of a third party to acquire control of us.
The 8.7% ownership limit discussed above may have the effect of delaying or precluding acquisition of control of us by a third party without the
consent of our Board of Directors. Our charter authorizes our Board of Directors to issue up to 510,587,500 shares of capital stock. As of December 31,
2010, 422,157,736 shares were classified as Common Stock, of which 117,642,872 were outstanding, and 88,429,764 shares were classified as preferred
stock,
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of which 24,900,114 were outstanding. Under our charter, our Board of Directors has the authority to classify and reclassify any of our unissued shares
of capital stock into shares of capital stock with such preferences, conversion or other rights, voting powers restrictions, limitations as to dividends,
qualifications or terms or conditions of redemptions as our Board of Directors may determine. The authorization and issuance of a new class of capital
stock could have the effect of delaying or preventing someone from taking control of us, even if a change in control were in our stockholders’ best
interests.
The Maryland General Corporation Law may limit the ability of a third party to acquire control of us.
As a Maryland corporation, we are subject to various Maryland laws that may have the effect of discouraging offers to acquire us and
increasing the difficulty of consummating any such offers, even if an acquisition would be in our stockholders’ best interests. The Maryland General
Corporation Law, specifically the Maryland Business Combination Act, restricts mergers and other business combination transactions between us and
any person who acquires, directly or indirectly, beneficial ownership of shares of our stock representing 10% or more of the voting power without our
Board of Directors’ prior approval. Any such business combination transaction could not be completed until five years after the person acquired such
voting power, and generally only with the approval of stockholders representing 80% of all votes entitled to be cast and 662/3% of the votes entitled to
be cast, excluding the interested stockholder, or upon payment of a fair price. The Maryland General Corporation Law, specifically the Maryland
Control Share Acquisition Act, provides generally that a person who acquires shares of our capital stock representing 10% or more of the voting
power in electing directors will have no voting rights unless approved by a vote of two-thirds of the shares eligible to vote. Additionally, the
Maryland General Corporation Law provides, among other things, that the board of directors has broad discretion in adopting stockholders’ rights
plans and has the sole power to fix the record date, time and place for special meetings of the stockholders. To date, we have not adopted a
shareholders’ rights plan. In addition, the Maryland General Corporation Law provides that corporations that:
• have at least three directors who are not officers or employees of the entity or related to an acquiring person; and
• has a class of equity securities registered under the Securities Exchange Act of 1934, as amended,
may elect in their charter or bylaws or by resolution of the board of directors to be subject to all or part of a special subtitle that provides that:
• the corporation will have a staggered board of directors;
• any director may be removed only for cause and by the vote of two-thirds of the votes entitled to be cast in the election of directors
generally, even if a lesser proportion is provided in the charter or bylaws;
• the number of directors may only be set by the board of directors, even if the procedure is contrary to the charter or bylaws;
• vacancies may only be filled by the remaining directors, even if the procedure is contrary to the charter or bylaws; and
• the secretary of the corporation may call a special meeting of stockholders at the request of stockholders only on the written request of the
stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting, even if the procedure is contrary to the
charter or bylaws.
To date, we have not made any of the elections described above.
Item 1B. Unresolved Staff Comments
None.
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Item 2.
Properties
Our portfolio includes garden style, mid-rise and high-rise properties located in 43 states, the District of Columbia and Puerto Rico. Our
geographic allocation strategy focuses on the 20 largest markets in the United States, which are grouped according to the five geographic areas into
which our property operations team is organized. The following table sets forth information on all of our properties as of December 31, 2010:
Number of
Properties
Number
of Units
Average
Ownership
Conventional:
Chicago
Houston
Dallas — Fort Worth
Central
Manhattan
New York City
Washington — Northern Virginia — Maryland
Boston
Philadelphia
Suburban New York — New Jersey
Northeast
Miami
Palm Beach — Fort Lauderdale
Orlando
Tampa
Jacksonville
Atlanta
South
Los Angeles
Orange County
San Diego
East Bay
San Jose
San Francisco
Seattle
Denver
Phoenix
West
Total target markets
Opportunistic and other markets
Total conventional owned and managed
Affordable owned and managed
Property management
Asset management
Total
16
94 %
82 %
100 %
90 %
100 %
100 %
88 %
100 %
91 %
81 %
91 %
95 %
93 %
92 %
92 %
85 %
80 %
91 %
86 %
94 %
97 %
85 %
100 %
100 %
75 %
78 %
89 %
88 %
90 %
93 %
91 %
15
7
2
24
22
22
17
11
7
4
39
5
4
9
6
4
5
33
14
4
6
2
1
6
3
9
17
62
180
39
219
228
20
301
768
4,633
2,835
569
8,037
957
957
8,015
4,129
3,888
1,162
17,194
2,471
1,265
2,836
1,755
1,643
1,295
11,265
4,645
1,213
2,143
413
224
1,083
413
2,553
4,420
17,107
54,560
14,412
68,972
26,540
2,373
24,809
122,694
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At December 31, 2010, we owned an equity interest in and consolidated 399 properties containing 89,875 apartment units, which we refer to as
“consolidated properties.” These consolidated properties contain, on average, 225 apartment units, with the largest property containing 2,113
apartment units. These properties offer residents a range of amenities, including swimming pools, clubhouses, spas, fitness centers, dog parks and
open spaces. Many of the apartment units offer features such as vaulted ceilings, fireplaces, washer and dryer connections, cable television, balconies
and patios. Additional information on our consolidated properties is contained in “Schedule III — Real Estate and Accumulated Depreciation” in this
Annual Report on Form 10-K. At December 31, 2010, we held an equity interest in and did not consolidate 48 properties containing 5,637 apartment
units, which we refer to as “unconsolidated properties.” In addition, we provided property management services for 20 properties containing 2,373
apartment units, and asset management services for 301 properties containing 24,809 apartment units. In certain cases, we may indirectly own generally
less than one percent of the economic interest in such properties through a partnership syndication or other fund.
Substantially all of our consolidated properties are encumbered by property debt. At December 31, 2010, our consolidated properties were
encumbered by aggregate property debt totaling $5,457.8 million having an aggregate weighted average interest rate of 5.52%. Such property debt was
collateralized by 388 properties with a combined net book value of $6,443.9 million. Included in the 388 properties, we had a total of 16 property loans
on 13 properties, with an aggregate principal balance outstanding of $294.8 million, that were each collateralized by property and cross-collateralized
with certain (but not all) other property loans within this group of property loans (see Note 6 of the consolidated financial statements in Item 8 for
additional information about our property debt).
Item 3.
Legal Proceedings
None.
Item 4.
(Removed and Reserved)
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Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our Common Stock has been listed and traded on the NYSE under the symbol “AIV” since July 22, 1994. The following table sets forth the
quarterly high and low sales prices of our Common Stock, as reported on the NYSE, and the dividends declared in the periods indicated:
PART II
Quarter Ended
2010
December 31, 2010
September 30, 2010
June 30, 2010
March 31, 2010
2009
December 31, 2009
September 30, 2009
June 30, 2009
March 31, 2009
High
Low
$ 26.24
22.82
24.21
19.17
$ 17.09
15.91
11.10
12.89
$ 21.22
18.12
18.14
15.01
$ 11.80
7.36
5.18
4.57
Dividends
Declared
(per share)
$ 0.10
0.10
0.10
0.00
$ 0.20
0.10
0.10
0.00
Our Board of Directors determines and declares our dividends. In making a dividend determination, the Board of Directors considers a variety of
factors, including: REIT distribution requirements; current market conditions; liquidity needs and other uses of cash, such as for deleveraging and
accretive investment activities. In February 2011, our Board of Directors declared a cash dividend of $0.12 per share on our Class A Common Stock for
the quarter ended December 31, 2010. Our Board of Directors anticipates similar per share quarterly dividends for the remainder of 2011. However, the
Board of Directors may adjust the dividend amount or the frequency with which the dividend is paid based on then prevailing facts and circumstances.
On February 22, 2011, the closing price of our Common Stock was $24.24 per share, as reported on the NYSE, and there were 118,131,892 shares
of Common Stock outstanding, held by 2,943 stockholders of record. The number of holders does not include individuals or entities who beneficially
own shares but whose shares are held of record by a broker or clearing agency, but does include each such broker or clearing agency as one
recordholder.
As a REIT, we are required to distribute annually to holders of common stock at least 90% of our “real estate investment trust taxable income,”
which, as defined by the Code and United States Department of Treasury regulations, is generally equivalent to net taxable ordinary income.
From time to time, we may issue shares of Common Stock in exchange for common and preferred OP Units tendered to the Aimco Operating
Partnership for redemption in accordance with the terms and provisions of the agreement of limited partnership of the Aimco Operating Partnership.
Such shares are issued based on an exchange ratio of one share for each common OP Unit or the applicable conversion ratio for preferred OP Units.
The shares are generally issued in exchange for OP Units in private transactions exempt from registration under the Securities Act of 1933, as amended,
pursuant to Section 4(2) thereof. During the three and twelve months ended December 31, 2010, we did not issue any shares of Common Stock in
exchange for common OP Units or preferred OP Units.
Our Board of Directors has, from time to time, authorized us to repurchase shares of our outstanding capital stock. There were no repurchases of
our equity securities during the year ended December 31, 2010. As of December 31, 2010, we were authorized to repurchase approximately 19.3 million
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.
Dividend Payments
Our Credit Agreement includes customary covenants, including a restriction on dividends and other restricted payments, but permits dividends
during any four consecutive fiscal quarters in an aggregate amount of up to 95% of
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our Funds From Operations for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain our REIT
status.
Performance Graph
The following graph compares cumulative total returns for our Common Stock, the MSCI US REIT Index and the Standard & Poor’s 500 Total
Return Index (the “S&P 500”). The MSCI US REIT Index is published by Morgan Stanley Capital International Inc., a provider of equity indices. The
indices are weighted for all companies that fit the definitional criteria of the particular index and are calculated to exclude companies as they are
acquired and add them to the index calculation as they become publicly traded companies. All companies of the definitional criteria in existence at the
point in time presented are included in the index calculations. The graph assumes the investment of $100 in our Common Stock and in each index on
December 31, 2005, and that all dividends paid have been reinvested. The historical information set forth below is not necessarily indicative of future
performance.
Total Return Performance
Index
Aimco
MSCI US REIT
S&P 500
2005
100.00
100.00
100.00
Source: (other than with respect to S&P 500) SNL Financial LC, Charlottesville, VA ©2011
For the Years Ended December 31,
2006
2008
2007
2009
155.12
135.92
115.79
107.06
113.06
122.16
57.60
70.13
76.96
82.27
90.20
97.33
2010
135.43
115.89
111.99
The Performance Graph will not be deemed to be incorporated by reference into any filing by Aimco under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Aimco specifically incorporates the same by reference.
The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is incorporated by
reference in Part III, Item 12 of this Annual Report.
19
Table of Contents
Item 6.
Selected Financial Data
The following selected financial data is based on our audited historical financial statements. This information should be read in conjunction with
such financial statements, including the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” included herein or in previous filings with the Securities and Exchange Commission.
2010
For the Years Ended December 31,
2008(1)
(Dollar amounts in thousands, except per share data)
2007(1)
2009(1)
2006(1)
OPERATING DATA:
Total revenues
Total operating expenses(2)
Operating income(2)
Loss from continuing operations(2)
Income from discontinued operations, net(3)
Net (loss) income
Net loss (income) attributable to noncontrolling interests
Net income attributable to preferred stockholders
Net (loss) income attributable to Aimco common stockholders
Earnings (loss) per common share — basic and diluted:
$ 1,144,934
(1,014,425 )
130,509
(165,889 )
76,265
(89,624 )
17,896
(53,590 )
(125,318 )
$ 1,131,103
(1,035,408 )
95,695
(201,641 )
156,841
(44,800 )
(19,474 )
(50,566 )
(114,840 )
$ 1,178,878
(1,136,563 )
42,315
(117,926 )
744,928
627,002
(214,995 )
(53,708 )
351,314
$ 1,111,656
(940,067 )
171,589
(47,203 )
172,709
125,506
(95,595 )
(66,016 )
(40,586 )
$ 1,024,592
(862,141 )
162,451
(42,999 )
330,021
287,022
(110,234 )
(81,132 )
93,710
Loss from continuing operations attributable to Aimco common stockholders
Net (loss) income attributable to Aimco common stockholders
$
$
(1.48 )
(1.08 )
$
$
(1.78 )
(1.00 )
$
$
(2.09 )
3.96
$
$
(1.38 )
(0.43 )
$
$
(1.46 )
0.98
BALANCE SHEET INFORMATION:
Real estate, net of accumulated depreciation
Total assets
Total indebtedness
Total equity
OTHER INFORMATION:
Dividends declared per common share(4)
Total consolidated properties (end of period)
Total consolidated apartment units (end of period)
Total unconsolidated properties (end of period)
Total unconsolidated apartment units (end of period)
$ 6,533,253
7,378,566
5,504,801
1,306,772
$ 6,711,327
7,906,468
5,479,476
1,534,703
$ 6,870,540
9,441,870
5,853,544
1,646,749
$ 6,638,655
10,617,681
5,464,521
2,048,546
$ 6,171,605
10,292,587
4,784,107
2,650,182
$
$
0.30
399
89,875
48
5,637
0.40
426
95,202
77
8,478
$
7.48
514
117,719
85
9,613
$
4.31
657
153,758
94
10,878
$
2.40
703
162,432
102
11,791
(1) Certain reclassifications have been made to conform to the current financial statement presentation, including retroactive adjustments to reflect
additional properties sold during 2010 as discontinued operations (see Note 13 to the consolidated financial statements in Item 8).
(2) Total operating expenses, operating income and loss from continuing operations for the year ended December 31, 2008, include a $91.1 million pre-
tax provision for impairment losses on real estate development assets, which is discussed further in Management’s Discussion and Analysis of
Financial Condition and Results of Operations in Item 7.
(3) Income from discontinued operations for the years ended December 31, 2010, 2009, 2008, 2007 and 2006 includes $94.9 million, $221.8 million,
$800.3 million, $116.1 million and $336.2 million in gains on disposition of real estate, respectively. Income from discontinued operations for 2010,
2009 and 2008 is discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.
(4) As further discussed in Note 11 to the consolidated financial statements in Item 8, dividends declared per common share during the years ended
December 31, 2008 and 2007, included $5.08 and $1.91, respectively, of per share dividends that were paid through the issuance of shares of Aimco
Class A Common Stock.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
We are a self-administered and self-managed real estate investment trust, or REIT. Our principal financial objective is to provide predictable and
attractive returns to our stockholders. Our business plan to achieve this objective is to:
• own and operate a broadly diversified portfolio of primarily class “B/B+” assets with properties concentrated in the 20 largest markets in the
United States (as measured by total apartment value, which is the estimated total market value of apartment properties in a particular market);
• improve our portfolio by selling assets with lower projected returns and reinvesting those proceeds through the purchase of new assets or
additional investment in existing assets in our portfolio, including increased ownership or redevelopment; and
• provide financial leverage primarily by the use of non-recourse, long-dated, fixed-rate property debt and perpetual preferred equity.
Our owned real estate portfolio includes 219 conventional properties with 68,972 units and 228 affordable properties with 26,540 units. Our
conventional and affordable properties comprise 88% and 12%, respectively, of our total property Net Asset Value. For the three months ended
December 31, 2010, our conventional portfolio monthly rents averaged $1,052 and provided 62% operating margins. These average rents increased
from $1,042 for the three months ended December 31, 2009. Notwithstanding the economic challenges of the last several years, our diversified portfolio
of conventional and affordable properties generated improved property operating results from 2007 to 2010. From 2007 to 2010, the net operating
income of our same store properties and total real estate operations increased by 1.2% and 5.8%, respectively.
We continue to work toward simplifying our business, including de-emphasizing transaction-based activity fees and, as a result, reducing the
cost of personnel involved in those activities. Revenues from transactional activities decreased from $68.2 million during 2008 to $7.9 million during
2010, and during 2010 transactional activities generated approximately 3.0% of our Pro forma Funds From Operations (defined below). Additionally, we
have reduced our offsite costs by $16.8 million. Our 2010, 2009 and 2008 results are discussed in the Results of Operations section below.
We upgrade the quality of our portfolio through the sale of assets with lower projected returns, which are often in markets less desirable than
our target markets, and reinvest these proceeds through the purchase of new assets or additional investment in existing assets in our portfolio,
through increased ownership or redevelopment. We prefer the redevelopment of select properties in our existing portfolio to ground-up development,
as we believe it provides superior risk adjusted returns with lower volatility.
Our leverage strategy focuses on increasing financial returns while minimizing risk. At December 31, 2010, approximately 86% of our leverage
consisted of property-level, non-recourse, long-dated, fixed-rate, amortizing debt and 13% consisted of perpetual preferred equity, a combination
which helps to limit our refunding and re-pricing risk. At December 31, 2010, we had no outstanding corporate level debt. Our leverage strategy limits
refunding risk on our property-level debt. At December 31, 2010, the weighted average maturity of our property-level debt was 7.8 years, with 2% of
our debt maturing in 2011, less than 9% maturing in 2012, and on average approximately 7% maturing in each of 2013, 2014 and 2015. Long duration,
fixed-rate liabilities provide a hedge against increases in interest rates and inflation. Approximately 91% of our property-level debt is fixed-rate. Of the
$104.9 million of property debt maturing during 2011, we completed the refinance of $79.4 million in February 2011, and we are focusing on refinancing
our property debt maturing during 2012 through 2015 to extend maturities and lock in current low interest rates.
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During 2010, we repaid the remaining $90.0 million on our term loan. We also expanded our credit facility from $180.0 million to $300.0 million,
providing additional liquidity for short-term or unexpected cash requirements. As of December 31, 2010, we had the capacity to borrow $260.3 million
pursuant to our credit facility (after giving effect to $39.7 million outstanding for undrawn letters of credit). The revolving credit facility matures May 1,
2013, and may be extended for an additional year, subject to certain conditions.
The key financial indicators that we use in managing our business and in evaluating our financial condition and operating performance are: Net
Asset Value; Pro forma Funds From Operations, which is Funds From Operations excluding operating real estate impairment losses and preferred
equity redemption related amounts; Adjusted Funds From Operations, which is Pro forma Funds From Operations less spending for Capital
Replacements; property net operating income, which is rental and other property revenues less direct property operating expenses, including real
estate taxes; proportionate property net operating income, which reflects our share of property net operating income of our consolidated and
unconsolidated properties; same store property operating results; Free Cash Flow, which is net operating income less spending for Capital
Replacements; Free Cash Flow internal rate of return; financial coverage ratios; and leverage as shown on our balance sheet. Funds From Operations
is defined and further described in the section captioned “Funds From Operations.” The key macro-economic factors and non-financial indicators that
affect our financial condition and operating performance are: household formations; rates of job growth; single-family and multifamily housing starts;
interest rates; and availability and cost of financing.
Because our operating results depend primarily on income from our properties, the supply and demand for apartments influences our operating
results. Additionally, the level of expenses required to operate and maintain our properties and the pace and price at which we redevelop, acquire and
dispose of our apartment properties affect our operating results. Our cost of capital is affected by the conditions in the capital and credit markets and
the terms that we negotiate for our equity and debt financings.
Highlights of our results of operations for the year ended December 31, 2010, are summarized below:
• Average daily occupancy for our Conventional Same Store properties increased 200 basis points, from 94.1% in 2009 to 96.1% in 2010.
• Conventional Same Store revenues and expenses for 2010, decreased by 0.2% and 1.0%, respectively, as compared to 2009, resulting in a 0.2%
increase in net operating income.
• Total Same Store revenues and expenses for 2010 increased by 0.2% and decreased by 0.8%, respectively, as compared to 2009, resulting in a
0.8% increase in net operating income.
• Net operating income for our real estate portfolio (continuing operations) increased 2.3% for the year ended December 31, 2010 as compared
to 2009.
• Property sales declined in 2010 as compared to 2009, as property sales completed through July 2010 allowed us to fully repay the remainder of
our term debt.
The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the
accompanying consolidated financial statements in Item 8.
Results of Operations
Overview
2010 compared to 2009
We reported net loss attributable to Aimco of $71.7 million and net loss attributable to Aimco common stockholders of $125.3 million for the year
ended December 31, 2010, compared to net loss attributable to Aimco of $64.3 million and net loss attributable to Aimco common stockholders of
$114.8 million for the year ended December 31, 2009, increases of $7.4 million and $10.5 million, respectively. These increases in net loss were
principally due to the following items, all of which are discussed in further detail below:
• a decrease in income from discontinued operations, primarily related to a decrease in gains on dispositions of real estate due to fewer
property sales in 2010 as compared to 2009; and
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• a decrease in asset management and tax credit revenues, primarily due to decreased amortization of deferred tax credit income and a de-
emphasis on transaction-based fees.
The effects of these items on our operating results were partially offset by:
• an increase in net operating income of our properties included in continuing operations, reflecting improved operations;
• a decrease in provisions for losses on notes receivable, primarily due to the impairment during 2009 of our interest in Casden Properties; and
• a decrease in earnings allocated to noncontrolling interests in consolidated real estate partnerships, primarily due to their share of the
decrease in gains on disposition of consolidated real estate properties as discussed above.
2009 compared to 2008
We reported net loss attributable to Aimco of $64.3 million and net loss attributable to Aimco common stockholders of $114.8 million for the year
ended December 31, 2009, compared to net income attributable to Aimco of $412.0 million and net income attributable to Aimco common stockholders
of $351.3 million for the year ended December 31, 2008, decreases of $476.3 million and $466.1 million, respectively. These decreases in net income were
principally due to the following items, all of which are discussed in further detail below:
• a decrease in income from discontinued operations, primarily related to a decrease in gains on dispositions of real estate due to fewer
property sales in 2009 as compared to 2008;
• a decrease in gain on dispositions of unconsolidated real estate and other, primarily due to a large gain on the sale of an interest in an
unconsolidated real estate partnership in 2008;
• an increase in depreciation and amortization expense, primarily related to completed redevelopments and capital additions placed in service
for partial periods during 2008 or 2009; and
• 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.
The effects of these items on our operating results were partially offset by:
• a decrease in general and administrative expenses, primarily related to reductions in personnel and related expenses from our organizational
restructuring activities during 2008 and 2009;
• impairment losses on real estate development assets in 2008, for which no similar impairments were recognized in 2009; and
• a decrease in earnings allocable to noncontrolling interests, primarily due to a decrease in the noncontrolling interests’ share of the decrease
in gains on sales discussed above.
The following paragraphs discuss these and other items affecting the results of our operations in more detail.
Real Estate Operations
Our real estate portfolio is comprised of two business components: conventional real estate operations and affordable real estate operations,
which also represent our two reportable segments. Our conventional real estate portfolio consists of market-rate apartments with rents paid by the
resident and includes 219 properties with 68,972 units. Our affordable real estate portfolio consists of 228 properties with 26,540 units, with rents that
are generally paid, in whole or part, by a government agency. Our conventional and affordable properties contributed 87% and 13%, respectively, of
proportionate property net operating income amounts during the year ended December 31, 2010.
In accordance with accounting principles generally accepted in the United States of America, or GAAP, we consolidate certain properties in
which we hold an insignificant economic interest and in some cases we do not consolidate other properties in which we have a significant economic
interest. Due to the diversity of our economic ownership interests in our properties, our chief operating decision maker emphasizes proportionate
property net
23
Table of Contents
operating income as a key measurement of segment profit or loss. Accordingly, the results of operations of our conventional and affordable segments
discussed below are presented on a proportionate basis.
We do not include property management revenues and expenses or casualty related amounts in our assessment of segment performance.
Accordingly, these items are not allocated to our segment results discussed below. The effects of these items on our real estate operations results are
discussed below on a consolidated basis, that is, before adjustments for noncontrolling interests or our interest in unconsolidated real estate
partnerships.
The tables and discussions below reflect the proportionate results of our conventional and affordable segments and the consolidated results
related to our real estate operations not allocated to segments for the years ended December 31, 2010, 2009 and 2008 (in thousands). The tables and
discussions below exclude the results of operations for properties included in discontinued operations as of December 31, 2010. Refer to Note 17 in the
consolidated financial statements in Item 8 for further discussion regarding our reporting segments, including a reconciliation of these proportionate
amounts to consolidated rental and other property revenues and property operating expenses.
Conventional Real Estate Operations
Our conventional segment consists of conventional properties we classify as same store, redevelopment and other conventional properties.
Same store properties are properties we manage and that have reached and maintained a stabilized level of occupancy during the current and prior year
comparable period. Redevelopment properties are those in which a substantial number of available units have been vacated for major renovations or
have not been stabilized in occupancy for at least one year as of the earliest period presented, or for which other significant non-unit renovations are
underway or have been complete for less than one year. Other conventional properties may include conventional properties that have significant rent
control restrictions, acquisition properties, university housing properties and properties that are not multifamily, such as commercial properties or
fitness centers. Our definitions of same store and redevelopment properties may result in these populations differing for the purpose of comparing
2010 to 2009 results and 2009 to 2008 results.
Rental and other property revenues:
Conventional same store
Conventional redevelopment
Other Conventional
Total
Property operating expenses:
Conventional same store
Conventional redevelopment
Other Conventional
Total
Property net operating income:
Conventional same store
Conventional redevelopment
Other Conventional
Total
2010
Year Ended December 31,
$ Change
2009
% Change
$ 641,282
113,273
71,414
825,969
$ 642,784
107,461
70,065
820,310
$
247,658
40,915
34,689
323,262
250,062
42,206
33,990
326,258
393,624
72,358
36,725
$ 502,707
392,722
65,255
36,075
$ 494,052
$
(1,502 )
5,812
1,349
5,659
(2,404 )
(1,291 )
699
(2,996 )
902
7,103
650
8,655
(0.2 )%
5.4 %
1.9 %
0.7 %
(1.0 )%
(3.1 )%
2.1 %
(0.9 )%
0.2 %
10.9 %
1.8 %
1.8 %
For the year ended December 31, 2010, as compared to 2009, our conventional segment’s proportionate property net operating income increased
$8.7 million, or 1.8%.
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Table of Contents
Conventional same store net operating income increased by $0.9 million. This increase was attributable to a $2.4 million decrease in expense
primarily due to a reduction during 2010 of previously estimated real estate tax obligations resulting from successful appeals settled during the period,
and decreases in marketing expenses and unit turn costs, partially offset by increases in contract services, insurance and administrative costs. This
decrease in expense was partially offset by a $1.5 million decrease in revenue, primarily due to lower average rent (approximately $34 per unit). The
decrease in average rent was partially offset by a 200 basis point increase in average physical occupancy and higher utility reimbursement and
miscellaneous income. Rental rates on new leases transacted during the year ended December 31, 2010, were 2.3% lower than expiring lease rates and
renewal rates were 1.5% higher than expiring lease rates.
The net operating income of our conventional redevelopment properties increased by $7.1 million, primarily due to a $5.8 million increase in
revenue resulting from higher average physical occupancy and an increase in utility reimbursement and miscellaneous income, and a $1.3 million
reduction in expense primarily related to marketing expenses, partially offset by higher insurance.
Our other conventional net operating income increased by $0.7 million, primarily due to increases in both revenue and expense of approximately
2.0%.
Rental and other property revenues:
Conventional same store
Conventional redevelopment
Other Conventional
Total
Property operating expenses:
Conventional same store
Conventional redevelopment
Other Conventional
Total
Property net operating income:
Conventional same store
Conventional redevelopment
Other Conventional
Total
Year Ended December 31,
2009
2008
$ Change
% Change
$ 585,501
165,480
69,329
820,310
$ 600,907
153,983
68,126
823,016
$
(15,406 )
11,497
1,203
(2,706 )
226,572
65,996
33,690
326,258
225,694
65,111
31,527
322,332
878
885
2,163
3,926
358,929
99,484
35,639
$ 494,052
375,213
88,872
36,599
$ 500,684
(16,284 )
10,612
(960 )
(6,632 )
$
(2.6 )%
7.5 %
1.8 %
(0.3 )%
0.4 %
1.4 %
6.9 %
1.2 %
(4.3 )%
11.9 %
(2.6 )%
(1.3 )%
For the year ended December 31, 2009, as compared to 2008, our conventional segment’s proportionate property net operating income decreased
$6.6 million, or 1.3%.
Our conventional same store net operating income decreased $16.3 million, or 4.3%. This decrease was primarily attributable to a $15.4 million
decrease in revenue, primarily due to a 2.5% decline in rental rates and a 90 basis point decrease in occupancy, partially offset by an increase in utility
reimbursements and miscellaneous income. The decrease was also attributable to a $0.9 million increase in expense, primarily due to higher insurance
and personnel costs, partially offset by lower administrative costs.
Conventional redevelopment net operating income increased by $10.6 million, primarily due to an $11.5 million increase in revenue. Revenue
increased due to more units in service at these properties during 2009 and an increase in utility reimbursements and miscellaneous income. This
increase in revenue was partially offset by a $0.9 million increase in expense, primarily related to higher real estate taxes, partially offset by lower
administrative costs.
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Table of Contents
Our other conventional net operating income decreased by $0.9 million, primarily due to a 6.9% increase in expenses partially offset by a 1.8%
increase in revenues.
Affordable Real Estate Operations
Our affordable segment consists of properties we classify as same store or other (primarily redevelopment properties). Our criteria for classifying
affordable properties as same store or redevelopment are consistent with those for our conventional properties described above. Our definitions of
same store and redevelopment properties may result in these populations differing for the purpose of comparing 2010 to 2009 results and 2009 to 2008
results.
Rental and other property revenues:
Affordable same store
Other Affordable
Total
Property operating expenses:
Affordable same store
Other Affordable
Total
Property net operating income:
Affordable same store
Other Affordable
Total
2010
Year Ended December 31,
$ Change
2009
% Change
$ 116,852
13,710
130,562
$ 113,853
12,695
126,548
$
2,999
1,015
4,014
53,121
5,519
58,640
53,057
5,998
59,055
64
(479 )
(415 )
63,731
8,191
71,922
60,796
6,697
67,493
$
2,935
1,494
4,429
$
$
2.6 %
8.0 %
3.2 %
0.1 %
(8.0 )%
(0.7 )%
4.8 %
22.3 %
6.6 %
The proportionate property net operating income of our affordable segment increased $4.4 million, or 6.6%, during the year ended December 31,
2010, as compared to 2009. Affordable same store net operating income increased by $2.9 million, primarily due to a $3.0 million increase in revenue due
to higher average rent ($7 per unit) and higher average physical occupancy (18 basis points). The net operating income of our other affordable
properties increased by $1.5 million, primarily due to an increase in revenue driven by higher average rent ($23 per unit) and higher average occupancy.
Rental and other property revenues:
Affordable same store
Other Affordable
Total
Property operating expenses:
Affordable same store
Other Affordable
Total
Property net operating income:
Affordable same store
Other Affordable
Total
2009
Year Ended December 31,
$ Change
2008
% Change
$ 113,853
12,695
126,548
$ 109,483
12,209
121,692
$
4,370
486
4,856
53,057
5,998
59,055
52,975
6,048
59,023
82
(50 )
32
60,796
6,697
67,493
56,508
6,161
62,669
$
4,288
536
4,824
$
$
4.0 %
4.0 %
4.0 %
0.2 %
(0.8 )%
0.1 %
7.6 %
8.7 %
7.7 %
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Our affordable segment proportionate property net operating income increased $4.8 million, or 7.7%, during the year ended December 31, 2009, as
compared to 2008. Affordable same store net operating income increased $4.3 million, primarily due to increased revenue. Affordable same store
revenue increased by $4.4 million, primarily due to higher average rent ($29 per unit), partially offset by lower average physical occupancy (56 basis
points). The net operating income of our other affordable properties increased by $0.5 million, primarily due to an increase in revenues due to higher
average rent ($43 per unit), partially offset by lower average occupancy. The increase in revenues was partially offset by an increase in expenses.
Non-Segment Real Estate Operations
Real estate operations net operating income amounts not attributed to our conventional or affordable segments include property management
revenues and expenses and casualty losses, reported in consolidated amounts, which we do not allocate to our conventional or affordable segments
for purposes of evaluating segment performance (see Note 17 to the consolidated financial statements in Item 8).
For the year ended December 31, 2010, as compared to 2009, property management revenues decreased by $2.2 million, from $5.1 million to
$2.9 million, primarily due to the elimination of revenues related to properties consolidated during 2010 in connection with our adoption of revised
accounting guidance regarding consolidation of variable interest entities (see Note 2 to our consolidated financial statements in Item 8). For the year
ended December 31, 2010, as compared to 2009, expenses not allocated to our conventional or affordable segments, including property management
expenses and casualty losses, decreased by $3.2 million. Property management expenses decreased by $3.0 million, from $51.2 million to $48.2 million,
primarily due to reductions in personnel and related costs attributed to our restructuring activities and casualty losses decreased by $0.2 million, from
$9.8 million to $9.6 million.
For the year ended December 31, 2009, as compared to 2008, property management revenues decreased by $1.3 million, from $6.4 million to
$5.1 million, primarily due to a decrease in the number of managed properties due to asset sales. For the year ended December 31, 2009, as compared to
2008, expenses not allocated to our conventional or affordable segments decreased by $16.5 million. Property management expenses decreased by
$16.6 million, from $67.8 million to $51.2 million, primarily due to reductions in personnel and related costs attributed to our restructuring activities, and
casualty losses increased by $0.1 million.
Asset Management and Tax Credit Revenues
We perform activities and services for consolidated and unconsolidated real estate partnerships, including portfolio strategy, capital allocation,
joint ventures, tax credit syndication, acquisitions, dispositions and other transaction activities. These activities are conducted in part by our taxable
subsidiaries, and the related net operating income may be subject to income taxes.
For the year ended December 31, 2010, compared to the year ended December 31, 2009, asset management and tax credit revenues decreased
$14.3 million. This decrease is attributable to an $8.7 million decrease in income related to our affordable housing tax credit syndication business.
Approximately $3.8 million of this decrease is due to the delivery of historic credits during 2009 for which no comparable credits were delivered during
2010, and the remainder of the decrease is primarily due to a reduction in amortization of deferred tax credit income. Asset management and tax credit
revenues also decreased due to a $2.0 million decrease in current asset management fees due to the elimination of fees on newly consolidated
properties, for which the benefit of these fees is now included in noncontrolling interests in consolidated real estate partnerships, a $1.9 million
decrease in disposition and other fees we earn in connection with transactional activities, and a $1.7 million decrease in promote income, which is
income earned in connection with the disposition of properties owned by our consolidated joint ventures.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, asset management and tax credit revenues decreased
$49.0 million. This decrease is primarily attributable to a $42.8 million decrease in promote income due to fewer sales of joint venture assets in 2009, a
$7.6 million decrease in other general partner transactional fees, and a $2.2 million decrease in asset management fees, partially offset by a $3.6 million
increase in revenues related to our affordable housing tax credit syndication business, including syndication fees and other revenue earned in
connection with these arrangements.
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Investment Management Expenses
Investment management expenses consist primarily of the costs of personnel that perform asset management and tax credit activities. For the
year ended December 31, 2010, compared to the year ended December 31, 2009, investment management expenses decreased $1.3 million. This decrease
is primarily due to a $4.3 million reduction in personnel and related costs from our organizational restructurings, partially offset by a $3.0 million net
increase in expenses, primarily related to our write off of previously deferred costs related to tax credit projects we recently abandoned.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, investment management expenses decreased $9.0 million,
primarily due to reductions in personnel and related costs from our organizational restructurings (see Note 4 to the consolidated financial statements in
Item 8) and a reduction in transaction costs, which in 2008 include the retrospective application of SFAS 141(R).
Depreciation and Amortization
For the year ended December 31, 2010, compared to the year ended December 31, 2009, depreciation and amortization decreased $1.6 million, or
0.4%. This decrease was primarily due to depreciation adjustments recognized in 2009 to reduce the carrying amount of certain properties. This
decrease was partially offset by an increase in depreciation primarily related to properties we consolidated during 2010 based on our adoption of
revised accounting guidance regarding consolidation of variable interest entities (see Note 2 to our consolidated financial statements in Item 8) and
completed redevelopments and other capital projects recently placed in service.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, depreciation and amortization increased $51.2 million, or
13.6%. This increase primarily consists of depreciation related to properties acquired during the latter part of 2008, completed redevelopments and
other capital projects placed in service in the latter part of 2009.
Provision for Impairment Losses on Real Estate Development Assets
In connection with the preparation of our 2008 annual financial statements, we assessed the recoverability of our investment in our Lincoln Place
property, located in Venice, California. Based upon the decline in land values in Southern California during 2008 and the expected timing of our
redevelopment efforts, we determined that the total carrying amount of the property was no longer probable of full recovery and, accordingly, during
the three months ended December 31, 2008, recognized an impairment loss of $85.4 million ($55.6 million net of tax).
Similarly, we assessed the recoverability of our investment in Pacific Bay Vistas (formerly Treetops), a vacant property located in San Bruno,
California, and determined that the carrying amount of the property was no longer probable of full recovery and, accordingly, we recognized an
impairment loss of $5.7 million for this property during the three months ended December 31, 2008.
The impairments discussed above totaled $91.1 million and are included in provisions for impairment losses on real estate development assets in
our consolidated statement of operations for the year ended December 31, 2008 included in Item 8. We recognized no similar impairments on real estate
development assets during the years ended December 31, 2010 or 2009.
General and Administrative Expenses
For the year ended December 31, 2010, compared to the year ended December 31, 2009, general and administrative expenses decreased
$3.3 million, or 5.8%. This decrease is primarily attributable to net reductions in personnel and related expenses, partially offset by an increase in
information technology outsourcing costs.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, general and administrative expenses decreased
$23.7 million, or 29.5%. This decrease is primarily attributable to reductions in personnel and related expenses associated with our organizational
restructurings (see Note 3 to the consolidated financial statements in Item 8), pursuant to which we eliminated approximately 400, or 36%, of our offsite
positions between December 31, 2008 and December 31, 2009.
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As a result of our restructuring activities, our general and administrative expense as a percentage of total revenues has decreased from 6.8% in
2008, to 5.0% in 2009 and 4.7% in 2010.
Other Expenses, Net
Other expenses, net includes franchise taxes, risk management activities, partnership administration expenses and certain non-recurring items.
For the year ended December 31, 2010, compared to the year ended December 31, 2009, other expenses, net decreased by $5.0 million. During
2009, we settled certain litigation matters resulting in a net expense in our operations, and in 2010 we settled certain litigation matters that resulted in a
net gain in our operations. The effect of the expense in 2009 and gain in 2010 resulted in a $14.8 million decrease in other expenses, net from 2009 to
2010. This decrease was partially offset by an increase in the cost of our insurance (net of a reduction in the number of properties insured from 2009 to
2010).
For the year ended December 31, 2009, compared to the year ended December 31, 2008, other expenses, net decreased by $6.8 million. The
decrease is primarily attributable to a $5.4 million write-off during 2008 of certain communications hardware and capitalized costs in 2008, and a
$5.3 million reduction in expenses of our self insurance activities, including a decrease in casualty losses on less than wholly owned properties from
2008 to 2009. These decreases are partially offset by an increase of $4.8 million in costs related to certain litigation matters.
Restructuring Costs
For the year ended December 31, 2009, we recognized restructuring costs of $11.2 million, as compared to $22.8 million in the year ended
December 31, 2008, related to our organizational restructurings, which are further discussed in Note 3 to the consolidated financial statements in Item 8.
For the year ended December 31, 2010, we recognized no similar restructuring costs.
Interest Income
Interest income consists primarily of interest on notes receivable from non-affiliates and unconsolidated real estate partnerships, interest on
cash and restricted cash accounts, and accretion of discounts on certain notes receivable from unconsolidated real estate partnerships. Transactions
that result in accretion may occur infrequently and thus accretion income may vary from period to period.
For the year ended December 31, 2010, compared to the year ended December 31, 2009, interest income increased $2.0 million, or 22.4%. Interest
income increased during 2010 primarily due to an increase of accretion income related to a change in timing and amount of collection for certain of our
discounted notes, including several notes that were repaid in advance of their maturity dates.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, interest income decreased $10.5 million, or 53.5%. Interest
income decreased by $8.7 million due to lower interest rates on notes receivable, cash and restricted cash balances and lower average balances and by
$4.1 million due to a decrease in accretion income related to our note receivable from Casden Properties LLC for which we ceased accretion following
impairment of the note in 2008. These decreases were partially offset by a $2.3 million increase in accretion income related to other notes during the
year ended December 31, 2008, resulting from a change in the timing and amount of collection.
Provision for Losses on Notes Receivable
During the years ended December 31, 2010, 2009 and 2008, we recognized net provisions for losses on notes receivable of $0.9 million,
$21.5 million and $17.6 million, respectively. The provisions for losses on notes receivable for the years ended December 31, 2009 and 2008, primarily
consist of impairments related to our investment in Casden Properties LLC, which are discussed further below.
As further discussed in Note 5 to the consolidated financial statements in Item 8, we have an investment in Casden Properties LLC, an entity
organized to acquire, re-entitle and develop land parcels in Southern California.
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Based upon the profit allocation agreement, we account for this investment as a note receivable. In connection with the preparation of our 2008 annual
financial statements and as a result of a decline in land values in Southern California, we determined our recorded investment amount was not fully
recoverable, and accordingly recognized an impairment loss of $16.3 million ($10.0 million net of tax) during the three months ended December 31, 2008.
In connection with the preparation of our 2009 annual financial statements and as a result of continued declines in land values in Southern California,
we determined our then recorded investment amount was not fully recoverable, and accordingly recognized an impairment loss of $20.7 million
($12.4 million net of tax) during the three months ended December 31, 2009.
In addition to the impairments related to Casden Properties LLC discussed above, we recognized provisions for losses on notes receivable
totaling $0.9 million, $0.8 million and $1.3 million during the years ended December 31, 2010, 2009 and 2008, respectively.
Interest Expense
For the year ended December 31, 2010, compared to the year ended December 31, 2009, interest expense, which includes the amortization of
deferred financing costs, increased by less than $0.1 million. Property related interest expense increased by $7.6 million, due to a $3.3 million increase
related to properties newly consolidated in 2010 (see Note 2 to our consolidated financial statements in Item 8 for further discussion of our adoption of
ASU 2009-17) and an increase related to properties refinanced with higher average outstanding balances, partially offset by lower average rates. The
increase in property related interest expense was substantially offset by a $7.6 million decrease in corporate interest expense, primarily due to a
decrease in the average outstanding balance on our term loan, which we repaid during July 2010.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, interest expense increased $1.1 million, or 0.3%. Property
related interest expense increased by $20.5 million, primarily due to a $14.2 million decrease in capitalized interest due to a reduction in redevelopment
during 2009, and an increase of $5.1 million related to properties refinanced with higher average rates, partially offset by lower average outstanding
balances during 2009. The increase in property related interest expense was offset by a $19.4 million decrease in corporate interest expense, primarily
due to lower average outstanding balances and lower average rates during 2009.
Equity in Losses of Unconsolidated Real Estate Partnerships
Equity in losses of unconsolidated real estate partnerships includes our share of net losses of our unconsolidated real estate partnerships, and
may include impairment losses, gains or losses on the disposition of real estate assets or depreciation expense which generally exceeds the net
operating income recognized by such unconsolidated partnerships.
For the year ended December 31, 2010, compared to the year ended December 31, 2009, equity in losses of unconsolidated real estate
partnerships increased $11.7 million. During the three months ended December 31, 2010, certain of our consolidated investment partnerships, including
those we consolidated in 2010 in connection with our adoption of ASU 2009-17, reduced by $9.8 million their investment balances related to
unconsolidated low income housing tax credit partnerships based on a reduction in the remaining tax credits to be delivered. This increase in equity in
losses was in addition to an increase in equity in losses from real estate operations due to an increase in the number of unconsolidated partnerships,
resulting from our consolidation during 2010 of additional investment partnerships that hold investments in unconsolidated real estate partnerships.
These losses had an insignificant effect on net loss attributable to Aimco during 2010 as substantially all of the results of these consolidated
investment partnerships are attributed to the noncontrolling interests in these entities.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, equity in losses of unconsolidated real estate
partnerships increased $6.7 million. The increase in our equity in losses from 2008 to 2009 was primarily due to our sale in late 2008 of an interest in an
unconsolidated real estate partnership that generated $3.0 million of equity in earnings during the year ended December 31, 2008, and our sale during
2009 of our interest in an unconsolidated group purchasing organization which resulted in a decrease of equity in earnings of approximately
$1.2 million.
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Gain on Dispositions of Unconsolidated Real Estate and Other
Gain on dispositions of unconsolidated real estate and other includes gains on disposition of interests in unconsolidated real estate
partnerships, gains on dispositions of land and other non-depreciable assets and certain costs related to asset disposal activities. Changes in the level
of gains recognized from period to period reflect the changing level of disposition activity from period to period. Additionally, gains on properties sold
are determined on an individual property basis or in the aggregate for a group of properties that are sold in a single transaction, and are not
comparable period to period.
For the year ended December 31, 2010, compared to the year ended December 31, 2009, gain on dispositions of unconsolidated real estate and
other decreased $10.9 million. This decrease is primarily attributable to $8.6 million of additional proceeds received in 2009 related to our disposition
during 2008 of an interest in an unconsolidated real estate partnership and a $4.0 million gain from the disposition of our interest in a group purchasing
organization during 2009.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, gain on dispositions of unconsolidated real estate and
other decreased $75.8 million. This decrease is primarily attributable to a net gain of $98.4 million on our disposition in 2008 of interests in two
unconsolidated real estate partnerships. This decrease was partially offset by $18.7 million of gains on the disposition of interests in unconsolidated
partnerships during 2009. Gains recognized in 2009 consist of $8.6 million related to our receipt in 2009 of additional proceeds related to our disposition
during 2008 of one of the partnership interests discussed above (see Note 3 to the consolidated financials statements in Item 8), $4.0 million from the
disposition of our interest in a group purchasing organization (see Note 3 to the consolidated financial statements in Item 8), and $6.1 million from our
disposition in 2009 of interests in several unconsolidated real estate partnerships.
Income Tax Benefit
Certain of our operations or a portion thereof, including property management, asset management and risk management are conducted through
taxable REIT subsidiaries, each of which we refer to as a TRS. A TRS is a C-corporation that has not elected REIT status and, as such, is subject to
United States Federal corporate income tax. We use TRS entities to facilitate our ability to offer certain services and activities to our residents and
investment partners that cannot be offered directly by a REIT. We also use TRS entities to hold investments in certain properties. Income taxes related
to the results of continuing operations of our TRS entities are included in income tax benefit in our consolidated statements of operations.
For the year ended December 31, 2010, compared to the year ended December 31, 2009, income tax benefit increased by $0.9 million, from
$17.5 million to $18.4 million. This increase in income tax benefit was primarily due to increased losses of our TRS entities, and was substantially offset
by the $8.1 million tax benefit we recognized in 2009 related to the impairment of our investment in Casden Properties, LLC, for which no similar benefit
was recognized in 2010.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, income tax benefit decreased by $39.1 million. This
decrease was primarily attributed to $36.1 million of income tax benefit recognized in 2008 related to the impairments of our Lincoln Place property and
our investment in Casden Properties LLC, both of which are owned through TRS entities, partially offset by $8.1 million of income tax benefit
recognized in 2009 related to the impairment of our investment in Casden Properties LLC. The decrease in tax benefit from 2008 to 2009 related to these
impairment losses was in addition to a decrease in tax benefit primarily due to larger losses by our TRS entities during 2008 as compared to 2009,
including restructuring costs incurred in 2008 and a reduction in personnel and other costs in 2009 as a result of the organizational restructurings.
Income from Discontinued Operations, Net
The results of operations for properties sold during the period or designated as held for sale at the end of the period are generally required to be
classified as discontinued operations for all periods presented. The components of net earnings that are classified as discontinued operations include
all property-related revenues and operating expenses, depreciation expense recognized prior to the classification as held for sale, property-specific
interest
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expense and debt extinguishment gains and losses to the extent there is secured debt on the property. In addition, any impairment losses on assets
held for sale and the net gain or loss on the eventual disposal of properties held for sale are reported in discontinued operations.
For the years ended December 31, 2010 and 2009, income from discontinued operations totaled $76.3 million and $156.8 million, respectively. The
$80.5 million decrease in income from discontinued operations was principally due to a $129.9 million decrease in gain on dispositions of real estate, net
of income taxes, primarily attributable to fewer properties sold in 2010 as compared to 2009, partially offset by a $21.0 million decrease in operating loss
(inclusive of a $41.9 million decrease in real estate impairment losses) and a $34.9 million decrease in interest expense.
For the years ended December 31, 2009 and 2008, income from discontinued operations totaled $156.8 million and $744.9 million, respectively.
The $588.1 million decrease in income from discontinued operations was principally due to a $541.1 million decrease in gain on dispositions of real
estate, net of income taxes, primarily attributable to fewer properties sold in 2009 as compared to 2008, and a $112.8 million decrease in operating
income (inclusive of a $27.1 million increase in real estate impairment losses), partially offset by a $59.8 million decrease in interest expense and a
$44.9 million increase in income tax benefit for 2009.
During the year ended December 31, 2010, we sold 51 consolidated properties for gross proceeds of $401.4 million and net proceeds of
$118.4 million, resulting in a net gain on sale of approximately $86.1 million (which is net of $8.8 million of related income taxes). During the year ended
December 31, 2009, we sold 89 consolidated properties for gross proceeds of $1.3 billion and net proceeds of $432.7 million, resulting in a net gain on
sale of approximately $216.0 million (which is net of $5.8 million of related income taxes). During the year ended December 31, 2008, we sold 151
consolidated properties for gross proceeds of $2.4 billion and net proceeds of $1.1 billion, resulting in a net gain on sale of approximately $757.1 million
(which is net of $43.1 million of related income taxes).
For the years ended December 31, 2010, 2009 and 2008, income from discontinued operations includes the operating results of the properties sold
during the year ended December 31, 2010.
Changes in the level of gains recognized from period to period reflect the changing level of our disposition activity from period to period.
Additionally, gains on properties sold are determined on an individual property basis or in the aggregate for a group of properties that are sold in a
single transaction, and are not comparable period to period (see Note 13 of the consolidated financial statements in Item 8 for additional information on
discontinued operations).
Noncontrolling Interests in Consolidated Real Estate Partnerships
Noncontrolling interests in consolidated real estate partnerships reflects the non-Aimco partners’, or noncontrolling partners’, share of
operating results of consolidated real estate partnerships, as well as the noncontrolling partners’ share of property management fees, interest on notes
and other amounts that we charge to such partnerships. As discussed in Note 2 to the consolidated financial statements in Item 8, we adopted the
provisions of SFAS 160, which are now codified in the Financial Accounting Standards Board’s Accounting Standards Codification, or FASB ASC,
Topic 810, effective January 1, 2009. Prior to our adoption of SFAS 160, we generally did not recognize a benefit for the noncontrolling interest
partners’ share of partnership losses for partnerships that have deficit noncontrolling interest balances and we generally recognized a charge to our
earnings for distributions paid to noncontrolling partners for partnerships that had deficit noncontrolling interest balances. Under the updated
provisions of FASB ASC Topic 810, we are required to attribute losses to noncontrolling interests even if such attribution would result in a deficit
noncontrolling interest balance and we are no longer required to recognize a charge to our earnings for distributions paid to noncontrolling partners
for partnerships that have deficit noncontrolling interest balances.
For the year ended December 31, 2010, we allocated net losses of $13.3 million to noncontrolling interests in consolidated real estate partnerships
as compared to net income of $22.5 million allocated to these noncontrolling interests during the year ended December 31, 2009, a variance of
$35.8 million. This change was substantially
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attributed to a decrease in the noncontrolling interest partners’ share of income from discontinued operations, which decreased primarily due to a
reduction in gains on the dispositions of real estate from 2009 to 2010.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, net earnings attributed to noncontrolling interests in
consolidated real estate partnerships decreased by $133.2 million. This decrease is primarily attributable to a reduction of $108.7 million related to the
noncontrolling interest partners’ share of gains on dispositions of real estate, due primarily to fewer sales in 2009 as compared to 2008, $5.5 million of
losses allocated to noncontrolling interests in 2009 that we would not have allocated to the noncontrolling interest partners in 2008 because to do so
would have resulted in deficits in their noncontrolling interest balances, and approximately $3.8 million related to deficit distribution charges
recognized as a reduction to our earnings in 2008, for which we did not recognize similar charges in 2009 based on the change in accounting discussed
above. These decreases are in addition to the noncontrolling interest partners’ share of increased losses of our consolidated real estate partnerships in
2009 as compared to 2008.
Noncontrolling Interests in Aimco Operating Partnership
Noncontrolling interests in Aimco Operating Partnership consist of common partnership units and preferred OP Units held by limited partners in
the Aimco Operating Partnership other than Aimco. We allocate the Aimco Operating Partnership’s income or loss to the holders of common
partnership units based on the weighted average number of common partnership units (including those held by Aimco) outstanding during the period.
Holders of the preferred OP Units participate in the Aimco Operating Partnership’s income or loss only to the extent of their preferred distributions.
For the year ended December 31, 2010, compared to the year ended December 31, 2009, the effect on our earnings of income or loss attributable
to noncontrolling interests in the Aimco Operating Partnership changed by $1.5 million. This change is primarily attributable to the $1.8 million excess
of the carrying amount over the consideration paid in our repurchase of certain preferred OP Units during 2010, which is reflected as a reduction of
income allocated to preferred noncontrolling interests in the Aimco Operating Partnership.
For the year ended December 31, 2009, compared to the year ended December 31, 2008, the effect on our earnings of income or loss attributable
to noncontrolling interests in the Aimco Operating Partnership changed by $62.3 million. This change is attributable to a decrease of $50.8 million
related to the noncontrolling interests in the Aimco Operating Partnership’s share of income from discontinued operations (net of noncontrolling
interests in consolidated real estate partnerships), due primarily to larger gains on sales in 2008 relative to 2009 and $11.5 million in deficit distribution
charges recognized during 2008 due to distributions in excess of the positive balance in noncontrolling interest. These changes were also affected by a
decrease in the noncontrolling interests in the Aimco Operating Partnership’s effective ownership interest from 2008 to 2009.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe
that the following critical accounting policies involve our more significant judgments and estimates used in the preparation of our consolidated
financial statements.
Impairment of Long-Lived Assets
Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the
carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of a property may not be recoverable, we
make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows, excluding interest
charges, of the property. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, we recognize an impairment loss to
the extent the carrying amount exceeds the estimated fair value of the property.
From time to time, we have non-revenue producing properties that we hold for future redevelopment. We assess the recoverability of the
carrying amount of these redevelopment properties by comparing our estimate of undiscounted future cash flows based on the expected service
potential of the redevelopment property upon
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completion to the carrying amount. In certain instances, we use a probability-weighted approach to determine our estimate of undiscounted future
cash flows when alternative courses of action are under consideration. As discussed in Provision for Impairment Losses on Real Estate Development
Assets within the preceding discussion of our Results of Operations, during 2008 we recognized impairment losses on our Lincoln Place and Pacific
Bay Vistas properties of $85.4 million ($55.6 million net of tax) and $5.7 million, respectively.
Real estate investments are subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of our
real estate investments. These factors include:
• 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.
Any adverse changes in these and other factors could cause an impairment of our long-lived assets, including real estate and investments in
unconsolidated real estate partnerships. During 2011, we expect to market for sale certain real estate properties that are inconsistent with our long-term
investment strategy. For any properties that are sold or meet the criteria to be classified as held for sale during 2011, the reduction in the estimated
holding period for these assets may result in additional impairment losses.
In addition to the impairments of Lincoln Place and Pacific Bay Vistas discussed above, based on periodic tests of recoverability of long-lived
assets, for the years ended December 31, 2010 and 2009, we recorded impairment losses of $0.4 million and $2.3 million, respectively, related to
properties classified as held for use, and during the year ended December 31, 2008, we recorded no additional impairments related to properties held for
use. During the years ended December 31, 2010, 2009 and 2008, we recognized impairment losses of $12.7 million, $54.5 million and $27.4 million,
respectively, for properties included in discontinued operations, primarily due to reductions in the estimated holding periods for assets sold during
these periods.
Notes Receivable and Interest Income Recognition
Notes receivable from unconsolidated real estate partnerships and from non-affiliates represent our two portfolio segments, as defined in FASB
Accounting Standards Update 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, that we
use to evaluate for potential loan loss. Notes receivable from unconsolidated real estate partnerships consist primarily of notes receivable from
partnerships in which we are the general partner but do not consolidate the partnership. These loans are typically due on demand, have no stated
maturity date and may not require current payments of principal or interest. Notes receivable from non-affiliates have stated maturity dates and may
require current payments of principal and interest. Repayment of these notes is subject to a number of variables, including the performance and value
of the underlying real estate properties and the claims of unaffiliated mortgage lenders, which are generally senior to our claims. Our notes receivable
consist of two classes: loans extended by us that we carry at the face amount plus accrued interest, which we refer to as “par value notes;” and loans
extended by predecessors whose positions we generally acquired at a discount, which we refer to as “discounted notes.”
We record interest income on par value notes as earned in accordance with the terms of the related loan agreements. We discontinue the accrual
of interest on such notes when the notes are impaired, as discussed below, or when there is otherwise significant uncertainty as to the collection of
interest. We record income on such nonaccrual
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loans using the cost recovery method, under which we apply cash receipts first to the recorded amount of the loan; thereafter, any additional receipts
are recognized as income.
We recognize interest income on discounted notes receivable based upon whether the amount and timing of collections are both probable and
reasonably estimable. We consider collections to be probable and reasonably estimable when the borrower has closed or entered into certain pending
transactions (which include real estate sales, refinancings, foreclosures and rights offerings) that provide a reliable source of repayment. In such
instances, we recognize accretion income, on a prospective basis using the effective interest method over the estimated remaining term of the loans,
equal to the difference between the carrying amount of the discounted notes and the estimated collectible value. We record income on all other
discounted notes using the cost recovery method.
Provision for Losses on Notes Receivable
We assess the collectibility of notes receivable on a periodic basis, which assessment consists primarily of an evaluation of cash flow
projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual
terms of the note. We update our cash flow projections of the borrowers annually, and more frequently for certain loans depending on facts and
circumstances. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the
contractual terms of the loan. Factors that affect this assessment include the fair value of the partnership’s real estate, pending transactions to
refinance the partnership’s senior obligations or sell the partnership’s real estate, and market conditions (current and forecasted) related to a particular
asset. The amount of the impairment to be recognized generally is based on the fair value of the partnership’s real estate that represents the primary
source of loan repayment. In certain instances where other sources of cash flow are available to repay the loan, the impairment is measured by
discounting the estimated cash flows at the loan’s original effective interest rate.
During the years ended December 31, 2010, 2009 and 2008 we recorded net provisions for losses on notes receivable of $0.9 million, $21.5 million
and $17.6 million, respectively. As discussed in Provision for Losses on Notes Receivable within the preceding discussion of our Results of
Operations, provisions for losses on notes receivable in 2009 and 2008 include impairment losses of $20.7 million ($12.4 million net of tax) and
$16.3 million ($10.0 million net of tax), respectively, on our investment in Casden Properties LLC, which we account for as a note receivable. We will
continue to evaluate the collectibility of these notes, and we will adjust related allowances in the future due to changes in market conditions and other
factors.
Capitalized Costs
We capitalize costs, including certain indirect costs, incurred in connection with our capital additions activities, including redevelopment and
construction projects, other tangible property improvements and replacements of existing property components. Included in these capitalized costs are
payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at
the property level. We characterize as “indirect costs” an allocation of certain department costs, including payroll, at the area operations and corporate
levels that clearly relate to capital additions activities. We capitalize interest, property taxes and insurance during periods in which redevelopment and
construction projects are in progress. We charge to expense as incurred costs that do not relate to capital additions activities, including ordinary
repairs, maintenance, resident turnover costs and general and administrative expenses (see Capital Additions and Related Depreciation in Note 2 to
the consolidated financial statements in Item 8).
For the years ended December 31, 2010, 2009 and 2008, for continuing and discontinued operations, we capitalized $11.6 million, $9.8 million and
$25.7 million of interest costs, respectively, and $25.3 million, $40.0 million and $78.1 million of site payroll and indirect costs, respectively. The
reductions from 2008 to 2010 are primarily due to a reduced level of redevelopment activities.
Funds From Operations
Funds From Operations, or FFO, is a non-GAAP financial measure that we believe, when considered with the financial statements determined in
accordance with GAAP, is helpful to investors in understanding our performance
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because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual
value to a much greater extent than do other depreciable assets such as machinery, computers or other personal property. The Board of Governors of
the National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income (loss), computed in accordance with GAAP,
excluding gains from sales of depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. We compute FFO for all
periods presented in accordance with the guidance set forth by NAREIT’s April 1, 2002, White Paper, which we refer to as the White Paper. We
calculate FFO attributable to Aimco common stockholders (diluted) by subtracting redemption or repurchase related preferred stock issuance costs
and dividends on preferred stock and adding back dividends/distributions on dilutive preferred securities and premiums or discounts on preferred
stock redemptions or repurchases. FFO should not be considered an alternative to net income (loss) or net cash flows from operating activities, as
determined in accordance with GAAP, as an indication of our performance or as a measure of liquidity. FFO is not necessarily indicative of cash
available to fund future cash needs. In addition, although FFO is a measure used for comparability in assessing the performance of REITs, there can be
no assurance that our basis for computing FFO is comparable with that of other REITs.
In addition to FFO, we compute an alternate measure of FFO, which we refer to as Pro forma FFO and which is FFO attributable to Aimco
common stockholders (diluted), excluding operating real estate impairments and preferred equity redemption related amounts (adjusted for
noncontrolling interests). Both operating real estate impairment losses and preferred equity redemption related amounts are items that periodically
affect our operating results. We exclude operating real estate impairment losses, net of related income tax benefits and noncontrolling interests, from
our calculation of Pro forma FFO because we believe the inclusion of such losses in FFO is inconsistent with the treatment of gains on the disposition
of operating real estate, which are not included in FFO. We exclude preferred equity redemption related amounts (gains or losses) from our calculation
of Pro forma FFO because such amounts are not representative of our operating results. Similar to FFO, we believe Pro forma FFO is helpful to
investors in understanding our performance because it captures features particular to real estate performance by recognizing that real estate generally
appreciates over time or maintains residual value to a much greater extent than do other depreciating assets such as machinery, computers or other
personal property. Not all REITs present an alternate measure of FFO similar to our Pro forma FFO measure and there can be no assurance our basis for
calculating Pro forma FFO is comparable to those of other REITs that do provide such a measure.
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For the years ended December 31, 2010, 2009 and 2008, our FFO and Pro forma FFO are calculated as follows (in thousands):
Net (loss) income attributable to Aimco common stockholders(1)
Adjustments:
Depreciation and amortization
Depreciation and amortization related to non-real estate assets
Depreciation of rental property related to noncontrolling partners and unconsolidated entities(2)
Loss (gain) on dispositions of unconsolidated real estate and other, net of noncontrolling partners’ interests(2)
Income tax expense (benefit) arising from disposition of unconsolidated real estate and other
Deficit distributions to noncontrolling partners(3)
Discontinued operations:
Gain on dispositions of real estate, net of noncontrolling partners’ interest(2)
Depreciation of rental property, net of noncontrolling partners’ interest(2)
Deficit distributions to noncontrolling partners, net(3)
Income tax expense arising from disposals
Noncontrolling interests in Aimco Operating Partnership’s share of above adjustments(4)
Preferred stock dividends
Preferred stock redemption related amounts
Amounts allocable to participating securities(5)
FFO
Preferred stock dividends
Preferred stock redemption related amounts
Amounts allocable to participating securities(5)
Dividends/distributions on dilutive preferred securities
FFO attributable to Aimco common stockholders — diluted
Operating real estate impairment losses, net of noncontrolling partners’ interest and related income tax benefit(6)
Preferred equity redemption related amounts(7)
Noncontrolling interests in Aimco Operating Partnership’s share of above adjustments
Amounts allocable to participating securities(5)
2010
2009
2008
$ (125,318 ) $ (114,840 ) $ 351,314
426,060
(14,552 )
(46,318 )
623
8
—
427,666
(16,563 )
(38,219 )
(12,845 )
1,582
—
376,473
(17,267 )
(25,616 )
(97,993 )
(433 )
38,124
(74,169 )
7,973
—
8,819
(21,521 )
52,079
1,511
—
(166,146 )
59,845
—
5,788
(19,509 )
52,215
(1,649 )
—
(618,108 )
121,208
(30,798 )
43,146
21,667
55,190
(1,482 )
6,985
$ 215,195 $ 177,325 $ 222,410
(55,190 )
(52,079 )
1,482
(1,511 )
(6,985 )
(655 )
4,292
—
(52,215 )
1,649
(773 )
—
$ 160,950 $ 125,986 $ 166,009
26,905
(1,482 )
(2,474 )
—
17,325
(254 )
(1,191 )
(82 )
59,250
(1,649 )
(4,304 )
(448 )
Pro forma FFO attributable to Aimco common stockholders — diluted
$ 176,748 $ 178,835 $ 188,958
FFO and Pro forma FFO attributable to Aimco common stockholders — diluted(8)
Weighted average common shares outstanding — diluted (earnings per share)
Dilutive common share equivalents
Dilutive preferred securities
Total
Notes:
116,369
324
—
114,301
1,262
—
116,693
115,563
88,690
1,137
1,490
91,317
(1) Represents the numerator for calculating basic earnings per common share in accordance with GAAP (see Note 14 to the consolidated financial
statements in Item 8).
(2) “Noncontrolling partners” refers to noncontrolling partners in our consolidated real estate partnerships.
(3) Prior to our adoption of the provisions of SFAS 160, which are codified in FASB ASC Topic 810 (see Note 2 to the consolidated financial
statements in Item 8), we recognized deficit distributions to noncontrolling partners as charges in our statement of operations 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 was 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 our adoption of
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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 statement of operations.
(4) During the years ended December 31, 2010, 2009 and 2008, the Aimco Operating Partnership had 6,037,616, 6,534,140 and 7,191,199 common OP
Units outstanding and 2,340,029, 2,344,719 and 2,367,629 High Performance Units outstanding.
(5) Amounts allocable to participating securities represent dividends declared and any amounts of undistributed earnings allocable to participating
securities. See Note 2 and Note 14 to the consolidated financial statements in Item 8 for further information regarding participating securities.
(6) On October 1, 2003, NAREIT clarified its definition of FFO to include operating real estate impairment losses, which previously had been added
back to calculate FFO. Although Aimco’s presentation conforms with the NAREIT definition, Aimco considers such approach to be inconsistent
with the treatment of gains on dispositions of operating real estate, which are not included in FFO.
(7) In accordance with the Securities and Exchange Commission’s July 31, 2003 interpretation of the Emerging Issues Task Force Topic D-42, Aimco
includes preferred stock redemption related amounts in FFO. As a result, FFO for the years ended December 31, 2010, 2009 and 2008 includes
redemption discounts, net of issuance costs, of $0.3 million, $1.6 million and $1.5 million, respectively, which we exclude from our calculation of
Pro forma FFO.
(8) Represents the denominator for earnings per common share — diluted, calculated in accordance with GAAP, plus common share equivalents and
preferred securities that are dilutive for FFO and Pro forma FFO.
Liquidity and Capital Resources
Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flow from our operations.
Additional sources are proceeds from property sales, proceeds from refinancings of existing property loans, borrowings under new property loans and
borrowings under our revolving credit facility.
Our principal uses for liquidity include normal operating activities, payments of principal and interest on outstanding property debt, capital
expenditures, dividends paid to stockholders and distributions paid to noncontrolling interest partners and acquisitions of, and investments in,
properties. We use our cash and cash equivalents and our cash provided by operating activities to meet short-term liquidity needs. In the event that
our cash and cash equivalents and cash provided by operating activities are not sufficient to cover our short-term liquidity demands, we have
additional means, such as short-term borrowing availability and proceeds from property sales and refinancings, to help us meet our short-term liquidity
demands. We may use our revolving credit facility for general corporate purposes and to fund investments on an interim basis. We expect to meet our
long-term liquidity requirements, such as debt maturities and property acquisitions, through long-term borrowings, primarily secured, the issuance of
equity securities (including OP Units), the sale of properties and cash generated from operations.
The availability of credit and its related effect on the overall economy may affect our liquidity and future financing activities, both through
changes in interest rates and access to financing. Currently, interest rates are low compared to historical levels, many lenders have reentered the
market, and the CMBS market is showing signs of recovery. However, any adverse changes in the lending environment could negatively affect our
liquidity. We believe we mitigate this exposure through our continued focus on reducing our short and intermediate term maturity risk, by refinancing
such loans with long-dated, fixed-rate property loans. If property financing options become unavailable for our debt needs, we may consider
alternative sources of liquidity, such as reductions in certain capital spending or proceeds from asset dispositions.
As further discussed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, we are subject to interest rate risk associated with
certain variable rate liabilities and preferred stock. At December 31, 2010, we estimate that a 1.0% increase in 30-day LIBOR with constant credit risk
spreads would reduce our net income (or increase our net loss) attributable to Aimco common stockholders by approximately $3.9 million on an annual
basis. The effect of an increase in 30-day LIBOR may be mitigated by the effect of our variable rate assets.
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As further discussed in Note 2 to our consolidated financial statements in Item 8, we use total rate of return swaps as a financing product to
lower our cost of borrowing through conversion of fixed-rate debt to variable-rates. The cost of financing through these arrangements is generally
lower than the fixed rate on the debt. As of December 31, 2010, we had total rate of return swap positions with two financial institutions with notional
amounts totaling $277.3 million. Swaps with notional amounts of $248.1 million and $29.2 million had maturity dates in May 2012 and October 2012,
respectively. During the year ended December 31, 2010, we received net cash receipts of $20.9 million under the total return swaps, which positively
affected our liquidity. To the extent interest rates increase above the fixed rates on the underlying borrowings, our obligations under the total return
swaps will negatively affect our liquidity.
During 2010, we refinanced certain of the underlying borrowings subject to total rate of return swaps with long-dated, fixed-rate property debt,
and we expect to do the same with certain of the underlying borrowings in 2011. The average effective interest rate associated with our borrowings
subject to the total rate of return swaps was 1.6% at December 31, 2010. To the extent we are successful in refinancing additional of the borrowings
subject to the total rate of return swaps during 2011, we anticipate the interest cost associated with these borrowings will increase, which would
negatively affect our liquidity.
We periodically evaluate counterparty credit risk associated with these arrangements. In the event a counterparty were to default under these
arrangements, loss of the net interest benefit we generally receive under these arrangements, which is equal to the difference between the fixed rate we
receive and the variable rate we pay, may adversely affect our liquidity. However, at the current time, we have concluded we do not have material
exposure.
The total rate of return swaps require specified loan-to-value ratios. In the event the values of the real estate properties serving as collateral
under these agreements decline or if we sell properties in the collateral pool with low loan-to-value ratios, certain of our consolidated subsidiaries have
an obligation to pay down the debt or provide additional collateral pursuant to the swap agreements, which may adversely affect our cash flows. The
obligation to provide collateral is limited to these subsidiaries and is non-recourse to us. At December 31, 2010, these subsidiaries were not required to
provide cash collateral based on the loan-to-value ratios of the real estate properties serving as collateral under these agreements.
See Derivative Financial Instruments in Note 2 to the consolidated financial statements in Item 8 for additional information regarding these
arrangements, including the current swap maturity dates and disclosures regarding fair value measurements.
As of December 31, 2010, we had the capacity to borrow $260.3 million pursuant to our $300.0 million revolving credit facility (after giving effect
to $39.7 million outstanding for undrawn letters of credit).
At December 31, 2010, we had $111.3 million in cash and cash equivalents, an increase of $30.1 million from December 31, 2009. At December 31,
2010, we had $201.4 million of restricted cash, a decrease of $17.3 million from December 31, 2009. Restricted cash primarily consists of reserves and
escrows held by lenders for bond sinking funds, capital additions, property taxes and insurance. In addition, cash, cash equivalents and restricted
cash are held by partnerships that are not presented on a consolidated basis. The following discussion relates to changes in cash due to operating,
investing and financing activities, which are presented in our consolidated statements of cash flows in Item 8.
Operating Activities
For the year ended December 31, 2010, our net cash provided by operating activities of $257.5 million was primarily related to operating income
from our consolidated properties, which is affected primarily by rental rates, occupancy levels and operating expenses related to our portfolio of
properties, in excess of payments of operating accounts payable and accrued liabilities, including amounts related to our organizational restructuring.
Cash provided by operating activities increased $23.7 million compared with the year ended December 31, 2009, primarily due to decreases in interest
paid and other working capital expenditures, including payments related to our restructuring accruals, in 2010 as compared to 2009, partially offset by a
decrease in property net operating income, primarily due to property sales during 2009 and 2010.
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Investing Activities
For the year ended December 31, 2010, our net cash provided by investing activities of $86.4 million consisted primarily of proceeds from
disposition of real estate and partnership interests, partially offset by capital expenditures.
Although we hold all of our properties for investment, we sell properties when they do not meet our investment criteria or are located in areas
that we believe do not justify our continued investment when compared to alternative uses for our capital. During the year ended December 31, 2010,
we sold 51 consolidated properties. These properties were sold for an aggregate sales price of $402.5 million, generating proceeds totaling
$387.9 million after the payment of transaction costs and debt prepayment penalties. The $387.9 million is inclusive of debt assumed by buyers. Net
cash proceeds from property sales were used primarily to repay or pay down property debt and for other corporate purposes.
Capital expenditures totaled $178.9 million during the year ended December 31, 2010, and consisted primarily of Capital Improvements and Capital
Replacements, and to a lesser extent included spending for redevelopment projects and casualties. In 2011, we expect to increase our redevelopment
spending on conventional properties from approximately $30.0 million in 2010 to approximately $50.0 million to $75.0 million. We generally fund capital
additions with cash provided by operating activities, working capital and property sales.
Financing Activities
For the year ended December 31, 2010, net cash used in financing activities of $313.8 million was primarily attributed to debt principal payments,
dividends paid to common and preferred stockholders, distributions to noncontrolling interests and our redemption and repurchase of preferred stock.
Proceeds from property loans and our issuance of preferred stock partially offset the cash outflows.
Property Debt
At December 31, 2010 and 2009, we had $5.5 billion and $5.6 billion, respectively, in consolidated property debt outstanding, which included
$240.0 million at December 31, 2009, of property debt classified within liabilities related to assets held for sale. During the year ended December 31,
2010, we refinanced or closed property loans on 23 properties generating $449.4 million of proceeds from borrowings with a weighted average interest
rate of 5.42%. Our share of the net proceeds after repayment of existing debt, payment of transaction costs and distributions to limited partners, was
$138.9 million. We used these total net proceeds for capital expenditures and other corporate purposes. We intend to continue to refinance property
debt primarily as a means of extending current and near term maturities and to finance certain capital projects.
Credit Facility
We have an Amended and Restated Senior Secured Credit Agreement, as amended, with a syndicate of financial institutions, which we refer to
as the Credit Agreement. During 2010, we amended the Credit Agreement to, among other things, increase the revolving commitments from
$180.0 million to $300.0 million, extend the maturity from May 2012 to May 2014 (both inclusive of a one year extension option) and reduce the LIBOR
floor on the facility’s base interest rate from 2.00% to 1.50%. During 2010, we also repaid in full the remaining $90.0 million term loan that was
outstanding as of December 31, 2009.
As of December 31, 2010, the Credit Agreement consisted of $300.0 million of revolving loan commitments. Borrowings under the revolving
credit facility bear interest based on a pricing grid determined by leverage (either at LIBOR plus 4.25% with a LIBOR floor of 1.50% or, at our option, a
base rate equal to the prime rate plus a spread of 3.00%). The revolving credit facility matures May 1, 2013, and may be extended for an additional year,
subject to certain conditions, including payment of a 35.0 basis point fee on the total revolving commitments.
At December 31, 2010, we had no outstanding borrowings under the revolving credit facility. The amount available under the revolving credit
facility at December 31, 2010, was $260.3 million (after giving effect to $39.7 million outstanding for undrawn letters of credit issued under the revolving
credit facility). The proceeds of revolving loans are generally used to fund working capital and for other corporate purposes.
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Our Credit Agreement requires us to satisfy covenant ratios of earnings before interest, taxes and depreciation and amortization to debt service
and earnings to fixed charges of 1.40:1 and 1.20:1, respectively. For the twelve months ended December 31, 2010, as calculated based on the provisions
in our Credit Agreement, we had a ratio of earnings before interest, taxes and depreciation and amortization to debt service of 1.57:1 and a ratio of
earnings to fixed charges of 1.33:1. We expect to remain in compliance with these covenants during 2011. In the first quarter of 2012, the covenant
ratios of earnings before interest, taxes and depreciation and amortization to debt service and earnings to fixed charges required by our Credit
Agreement will increase to 1.50:1 and 1.30:1, respectively.
Equity Transactions
During the year ended December 31, 2010, we paid cash dividends or distributions totaling $53.4 million, $46.7 million and $10.1 million to
preferred stockholders, common stockholders and noncontrolling interests in the Aimco Operating Partnership, respectively.
During the year ended December 31, 2010, we sold 4,000,000 shares of our 7.75% Class U Cumulative Preferred Stock for net proceeds of
$96.1 million (after deducting underwriting discounts and commissions and transaction expenses of $3.3 million), and we sold 600,000 shares of our
Common Stock pursuant to an At-The-Market, or ATM, offering program we initiated during 2010, generating $14.4 million of net proceeds. Aimco
used the proceeds from the Common Stock issuance primarily to fund the acquisition of noncontrolling limited partnership interests for certain
consolidated real estate partnerships.
During the year ended December 31, 2010, we repurchased 20 shares, or $10.0 million in liquidation preference, of CRA Preferred Stock for
$7.0 million, and primarily using the proceeds from our issuance of preferred stock discussed above, we redeemed the 4,040,000 outstanding shares of
our 9.375% Class G Cumulative Preferred Stock for $101.0 million plus accrued and unpaid dividends of $2.2 million.
Pursuant to the ATM offering program discussed above, we may issue up to 6.4 million additional shares of our Common Stock. Additionally,
we and the Aimco Operating Partnership have a shelf registration statement that provides for the issuance of debt and equity securities by Aimco and
debt securities by the Aimco Operating Partnership.
During the year ended December 31, 2010, we paid cash distributions of $44.5 million to noncontrolling interests in consolidated real estate
partnerships, primarily related to property sales during 2010 and late 2009.
During the year ended December 31, 2010, we acquired the remaining noncontrolling limited partnership interests in two consolidated
partnerships, in which our affiliates serve as general partner, for total consideration of $19.9 million. This consideration consisted of $12.5 million in
cash, $6.9 million in common OP Units and $0.5 million of other consideration.
Contractual Obligations
This table summarizes information contained elsewhere in this Annual Report regarding payments due under contractual obligations and
commitments as of December 31, 2010 (amounts in thousands):
Long-term debt(1)
Interest related to long-term debt(2)
Leases for space(3)
Other obligations(4)
Total
Total
Less than
One Year
1-3 Years
3-5 Years
More than
5 Years
$ 5,504,801
2,223,580
14,400
3,750
$ 7,746,531
$ 288,990
308,220
6,334
3,750
$ 607,294
$
986,396
550,958
5,780
—
$ 1,543,134
$
941,339 $ 3,288,076
917,207
447,195
850
1,436
—
—
$ 1,389,970 $ 4,206,133
(1) Includes scheduled principal amortization and maturity payments related to our long-term debt.
(2) Includes interest related to both fixed rate and variable rate debt. Interest related to variable rate debt is estimated based on the rate effective at
December 31, 2010. Refer to Note 6 in the consolidated financial statements in Item 8 for a description of average interest rates associated with our
debt.
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(3) Inclusive of leased space that has been abandoned as part of our organizational restructuring in 2008.
(4) Represents a commitment to fund $3.8 million in second mortgage loans on certain properties in West Harlem, New York City.
In addition to the amounts presented in the table above, at December 31, 2010, we had $679.5 million (liquidation value) of perpetual preferred
stock outstanding with annual dividend yields ranging from 1.5% (variable) to 8.0%, and $82.6 million (liquidation value) of redeemable preferred units
of the Aimco Operating Partnership outstanding with annual distribution yields ranging from 1.8% to 8.8%, or equal to the dividends paid on Common
Stock based on the conversion terms. As further discussed in Note 11 to the consolidated financial statements in Item 8, we have a potential obligation
to repurchase $20.0 million in liquidation preference our Series A Community Reinvestment Act Preferred Stock over the next two years for
$14.0 million.
As discussed in Note 5 to the consolidated financial statements in Item 8, we have notes receivable collateralized by second mortgages on
certain properties in West Harlem in New York City. In certain circumstances, the obligor under these notes has the ability to put properties to us,
which would result in a cash payment of approximately $30.6 million and the assumption of approximately $118.6 million in property debt. The obligor’s
right to exercise the put is dependent upon the achievement of specified operating performance thresholds.
Additionally, we may enter into commitments to purchase goods and services in connection with the operations of our properties. Those
commitments generally have terms of one year or less and reflect expenditure levels comparable to our historical expenditures.
Future Capital Needs
In addition to the items set forth in “Contractual Obligations” above, we expect to fund any future acquisitions, redevelopment projects, Capital
Improvements and Capital Replacements principally with proceeds from property sales (including tax-free exchange proceeds), short-term borrowings,
debt and equity financing (including tax credit equity) and operating cash flows.
Off-Balance Sheet Arrangements
We own general and limited partner interests in unconsolidated real estate partnerships, in which our total ownership interests typically range
from less than 1% to 50% and in some instances may exceed 50%. There are no lines of credit, side agreements, or any other derivative financial
instruments related to or between our unconsolidated real estate partnerships and us and no material exposure to financial guarantees. Accordingly,
our maximum risk of loss related to these unconsolidated real estate partnerships is limited to the aggregate carrying amount of our investment in the
unconsolidated real estate partnerships and any outstanding notes or accounts receivable as reported in our consolidated financial statements (see
Note 4 of the consolidated financial statements in Item 8 for additional information about our investments in unconsolidated real estate partnerships).
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risk exposure relates to changes in base interest rates, credit risk spreads and availability of credit. We are not subject to any
other material market rate or price risks. We use predominantly long-term, fixed-rate non-recourse property debt in order to avoid the refunding and
repricing risks of short-term borrowings. We use short-term debt financing and working capital primarily to fund short-term uses and acquisitions and
generally expect to refinance such borrowings with cash from operating activities, property sales proceeds, long-term debt or equity financings. We
use total rate-of-return swaps to obtain the benefit of variable rates on certain of our fixed rate debt instruments. We make limited use of other
derivative financial instruments and we do not use them for trading or other speculative purposes.
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As of December 31, 2010, on a consolidated basis, we had approximately $470.3 million of variable-rate indebtedness outstanding and
$57.0 million of variable rate preferred stock outstanding. Of the total debt subject to variable interest rates, floating rate tax-exempt bond financing was
approximately $374.4 million. Floating rate tax-exempt bond financing is benchmarked against the Securities Industry and Financial Markets
Association Municipal Swap Index, or SIFMA, rate, which since 1989 has averaged 75% of the 30-day LIBOR rate. If this historical relationship
continues, we estimate that an increase in 30-day LIBOR of 100 basis points (75 basis points for tax-exempt interest rates) with constant credit risk
spreads would result in net income and net income attributable to Aimco common stockholders being reduced (or the amounts of net loss and net loss
attributable to Aimco common stockholders being increased) by $3.9 million on an annual basis.
At December 31, 2010, we had approximately $450.4 million in cash and cash equivalents, restricted cash and notes receivable, a portion of which
bear interest at variable rates indexed to LIBOR-based rates, and which may mitigate the effect of an increase in variable rates on our variable-rate
indebtedness and preferred stock discussed above.
We estimate the fair value for our debt instruments using present value techniques that include income and market valuation approaches with
market rates for debt with the same or similar terms. Present value calculations vary depending on the assumptions used, including the discount rate
and estimates of future cash flows. In many cases, the fair value estimates may not be realizable in immediate settlement of the instruments. The
estimated aggregate fair value of our consolidated debt (including amounts reported in liabilities related to assets held for sale) was approximately
$5.6 billion and $5.7 billion at December 31, 2010 and 2009, respectively. The combined carrying value of our consolidated debt (including amounts
reported in liabilities related to assets held for sale) was approximately $5.5 billion and $5.7 billion at December 31, 2010 and 2009, respectively. See
Note 6 and Note 7 to the consolidated financial statements in Item 8 for further details on our consolidated debt. Refer to Derivative Financial
Instruments in Note 2 to the consolidated financial statements in Item 8 for further discussion regarding certain of our fixed rate debt that is subject to
total rate of return swap instruments. If market rates for our fixed-rate debt were higher by 100 basis points with constant credit risk spreads, the
estimated fair value of our debt discussed above would have decreased from $5.6 billion to $5.3 billion. If market rates for our debt discussed above
were lower by 100 basis points with constant credit risk spreads, the estimated fair value of our fixed-rate debt would have increased from $5.6 billion
to $6.0 billion.
Item 8.
Financial Statements and Supplementary Data
The independent registered public accounting firm’s report, consolidated financial statements and schedule listed in the accompanying index are
filed as part of this report and incorporated herein by this reference. See “Index to Financial Statements” on page F-1 of this Annual Report.
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as
of the end of the period covered by this report. Based on such evaluation, our chief executive officer and chief financial officer have concluded that, as
of the end of such period, our disclosure controls and procedures are effective.
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Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal
executive and principal financial officers and effected by our Board of Directors, management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our
management and directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-
Integrated Framework.
Based on their assessment, management concluded that, as of December 31, 2010, our internal control over financial reporting is effective.
Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the fourth quarter of 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors Apartment Investment and Management Company
We have audited Apartment Investment and Management Company’s (the “Company”) internal control over financial reporting as of
December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based
on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated
balance sheets of the Company as of December 31, 2010 and 2009, and the related consolidated statements of operations, equity, and cash flows for
each of the three years in the period ended December 31, 2010, and our report dated February 24, 2011 expressed an unqualified opinion thereon.
Denver, Colorado
February 24, 2011
/s/ ERNST & YOUNG LLP
45
Table of Contents
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this item is presented under the captions “Board of Directors and Executive Officers,” “Corporate Governance
Matters — Code of Ethics,” “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance Matters —
Nominating and Corporate Governance Committee,” “Corporate Governance Matters — Audit Committee” and “Corporate Governance Matters —
Audit Committee Financial Expert” in the proxy statement for our 2011 annual meeting of stockholders and is incorporated herein by reference.
Item 11.
Executive Compensation
The information required by this item is presented under the captions “Compensation Discussion & Analysis,” “Compensation and Human
Resources Committee Report to Stockholders,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2010,” “Outstanding Equity
Awards at Fiscal Year End 2010,” “Option Exercises and Stock Vested in 2010,” “Potential Payments Upon Termination or Change in Control” and
“Corporate Governance Matters — Director Compensation” in the proxy statement for our 2011 annual meeting of stockholders and is incorporated
herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is presented under the captions “Security Ownership of Certain Beneficial Owners and Management” and
“Securities Authorized for Issuance Under Equity Compensation Plans” in the proxy statement for our 2011 annual meeting of stockholders and is
incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is presented under the caption “Certain Relationships and Related Transactions” and “Corporate
Governance Matters — Independence of Directors” in the proxy statement for our 2011 annual meeting of stockholders and is incorporated herein by
reference.
Item 14.
Principal Accountant Fees and Services
The information required by this item is presented under the caption “Principal Accountant Fees and Services” in the proxy statement for our
2011 annual meeting of stockholders and is incorporated herein by reference.
46
Table of Contents
Item 15.
Exhibits and Financial Statement Schedules
PART IV
(a)(1) The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and
incorporated herein by reference.
(a)(2) The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report and
incorporated herein by reference.
(a)(3) The Exhibit Index is incorporated herein by reference.
Exhibit No.
INDEX TO EXHIBITS (1)(2)
Description
3 .1
3 .2
10 .1
10 .2
10 .3
10 .4
10 .5
10 .6
10 .7
10 .8
Charter (Exhibit 3.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, is incorporated herein
by this reference)
Amended and Restated Bylaws (Exhibit 3.2 to Aimco’s Current Report on Form 8-K dated February 2, 2010, is incorporated herein by
this reference)
Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as amended and
restated as of February 28, 2007 (Exhibit 10.1 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2006, is
incorporated herein by this reference)
First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of
December 31, 2007 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 31, 2007, is incorporated herein by this
reference)
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)
Third Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of
September 2, 2010 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 3, 2010, is incorporated herein by this
reference)
Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among Aimco, AIMCO Properties, L.P.,
AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National
Association, and the Lenders listed therein (Exhibit 4.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2004, is incorporated herein by this reference)
First Amendment to Amended and Restated Secured Credit Agreement, dated as of June 16, 2005, by and among Aimco, AIMCO
Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A.,
Keybank National Association, and the Lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated June 16, 2005,
is incorporated herein by this reference)
Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Aimco,
AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National
Association, and the lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated March 22, 2006, is incorporated
herein by this reference)
Third Amendment to Senior Secured Credit Agreement, dated as of August 31, 2007, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors
named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other
lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated August 31, 2007, is incorporated herein by this
reference)
47
Table of Contents
Exhibit No.
10 .9
10 .10
10 .11
10 .12
10 .13
10 .14
10 .15
10 .16
10 .17
Description
Fourth Amendment to Senior Secured Credit Agreement, dated as of September 14, 2007, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors
named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other
lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 14, 2007, is incorporated herein by this
reference)
Fifth Amendment to Senior Secured Credit Agreement, dated as of September 9, 2008, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors
named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other
lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 11, 2008, is incorporated herein by this
reference)
Sixth Amendment to Senior Secured Credit Agreement, dated as of May 1, 2009, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors
named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association and the other
lenders listed therein (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, is
incorporated herein by this reference)
Seventh Amendment to Senior Secured Credit Agreement, dated as of August 4, 2009, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors
named therein and the lenders party thereto (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated August 6, 2009, is incorporated
herein by this reference)
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 5, 2010, is
incorporated herein by this reference)
Ninth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of May 14, 2010, by and among Apartment
Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, the
guarantors and the pledgors named therein and the lenders party thereto (exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2010, is incorporated herein by this reference)
Tenth Amendment to Senior Secured Credit Agreement, dated as of September 29, 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, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto
(Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 29, 2010, is incorporated herein by this reference)
Master Indemnification Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company,
AIMCO Properties, L.P., XYZ Holdings LLC, and the other parties signatory thereto (Exhibit 2.3 to Aimco’s Current Report on
Form 8-K, dated December 6, 2001, is incorporated herein by this reference)
Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Apartment Investment and Management
Company, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to
Aimco’s Current Report on Form 8-K, dated December 6, 2001, is incorporated herein by this reference)
48
Table of Contents
Exhibit No.
Description
10 .18
10 .19
10 .20
10 .21
10 .22
10 .23
10 .24
10 .25
21 .1
23 .1
31 .1
31 .2
Employment Contract executed on December 29, 2008, by and between AIMCO Properties, L.P. and Terry Considine (Exhibit 10.1 to
Aimco’s Current Report on Form 8-K, dated December 29, 2008, is incorporated herein by this reference)*
Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (October 1999) (Exhibit 10.26 to Aimco’s
Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference)*
Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to Aimco’s Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997, is incorporated herein by this reference)*
Form of Incentive Stock Option Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.42 to Aimco’s Annual Report on
Form 10-K for the year ended December 31, 1998, is incorporated herein by this reference)*
2007 Stock Award and Incentive Plan (incorporated by reference to Appendix A to Aimco’s Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on March 20, 2007)*
Form of Restricted Stock Agreement (Exhibit 10.2 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is incorporated herein
by this reference)*
Form of Non-Qualified Stock Option Agreement (Exhibit 10.3 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is
incorporated herein by this reference)*
2007 Employee Stock Purchase Plan (incorporated by reference to Appendix B to Aimco’s Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on March 20, 2007)*
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Agreement re: disclosure of long-term debt instruments
32 .1
32 .2
99 .1
101 .INS XBRL Instance Document
101 .SCH XBRL Taxonomy Extension Schema Document
101 .CAL XBRL Taxonomy Extension Calculation Linkbase Document
101 .LAB XBRL Taxonomy Extension Labels Linkbase Document
101 .PRE XBRL Taxonomy Extension Presentation Linkbase Document
101 .DEF XBRL Taxonomy Extension Definition Linkbase Document
(1) Schedule and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon
request.
(2) The file reference number for all exhibits is 001-13232, and all such exhibits remain available pursuant to the Records Control Schedule of the
Securities and Exchange Commission.
* Management contract or compensatory plan or arrangement
49
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By:
/s/ TERRY CONSIDINE
Terry Considine
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
Date: February 24, 2011
/s/ TERRY CONSIDINE
Terry Considine
/s/ ERNEST M. FREEDMAN
Ernest M. Freedman
/s/ PAUL BELDIN
Paul Beldin
/s/ JAMES N. BAILEY
James N. Bailey
/s/ RICHARD S. ELLWOOD
Richard S. Ellwood
/s/ THOMAS L. KELTNER
Thomas L. Keltner
/s/ J. LANDIS MARTIN
J. Landis Martin
/s/ ROBERT A. MILLER
Robert A. Miller
/s/ KATHLEEN M. NELSON
Kathleen M. Nelson
/s/ MICHAEL A. STEIN
Michael A. Stein
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
Executive Vice President and
Chief Financial Officer
(principal financial officer)
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
Director
Director
Director
Director
Director
Director
Director
50
February 24, 2011
February 24, 2011
February 24, 2011
February 24, 2011
February 24, 2011
February 24, 2011
February 24, 2011
February 24, 2011
February 24, 2011
February 24, 2011
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
INDEX TO FINANCIAL STATEMENTS
Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2010 and 2009
Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008
Consolidated Statements of Equity for the Years Ended December 31, 2010, 2009 and 2008
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
Notes to Consolidated Financial Statements
Financial Statement Schedule:
Schedule III — Real Estate and Accumulated Depreciation
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes
thereto.
Page
F-2
F-3
F-4
F-5
F-6
F-8
F-53
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors Apartment Investment and Management Company
We have audited the accompanying consolidated balance sheets of Apartment Investment and Management Company (the “Company”) as of
December 31, 2010 and 2009, and the related consolidated statements of operations, equity and cash flows for each of the three years in the period
ended December 31, 2010. Our audits also included the financial statement schedule listed in the accompanying Index to Financial Statements. These
financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the
Company at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period
ended December 31, 2010, in conformity with United States generally accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the
information set forth therein.
As discussed in Note 2 to the consolidated financial statements, during 2010 the Company adopted the provisions of Financial Accounting
Standards Board, or FASB, Accounting Standards Update 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities, and during 2009 adopted FASB Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated
Financial Statements — an amendment of ARB No. 51 (codified in FASB Accounting Standards Codification Topic 810).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s
internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2011 expressed an unqualified opinion
thereon.
Denver, Colorado
February 24, 2011
/s/ ERNST & YOUNG LLP
F-2
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED BALANCE SHEETS
As of December 31, 2010 and 2009
(In thousands, except share data)
ASSETS
Real estate:
Buildings and improvements
Land
Total real estate
Less accumulated depreciation
Net real estate ($867,053 and $850,398 related to VIEs)
Cash and cash equivalents ($34,808 and $23,366 related to VIEs)
Restricted cash ($55,186 and $56,179 related to VIEs)
Accounts receivable, net ($13,582 and $20,766 related to VIEs)
Accounts receivable from affiliates, net
Deferred financing costs, net
Notes receivable from unconsolidated real estate partnerships, net
Notes receivable from non-affiliates, net
Investment in unconsolidated real estate partnerships ($54,374 and $99,460 related to VIEs)
Other assets
Deferred income tax assets, net
Assets held for sale
Total assets
Non-recourse property tax-exempt bond financing ($212,245 and $211,691 related to VIEs)
Non-recourse property loans payable ($442,055 and $385,453 related to VIEs)
Term loan
Other borrowings ($15,486 and $15,665 related to VIEs)
LIABILITIES AND EQUITY
Total indebtedness
Accounts payable
Accrued liabilities and other ($79,170 and $62,503 related to VIEs)
Deferred income
Security deposits
Liabilities related to assets held for sale
Total liabilities
Preferred noncontrolling interests in Aimco Operating Partnership
Preferred stock subject to repurchase agreement (Note 11)
Commitments and contingencies (Note 8)
Equity:
2010
2009
$ 7,328,734
2,139,431
9,468,165
(2,934,912 )
6,533,253
111,325
201,406
49,855
8,392
48,032
10,896
126,726
59,282
170,663
58,736
—
$ 7,130,309
2,121,044
9,251,353
(2,540,026 )
6,711,327
81,260
218,660
59,822
23,744
50,282
14,295
125,269
105,324
185,890
42,015
288,580
$ 7,378,566
$ 7,906,468
$
514,506
4,943,277
—
47,018
$
574,926
4,761,493
90,000
53,057
5,504,801
5,479,476
27,322
250,106
150,815
35,322
—
29,819
286,328
178,878
34,052
246,556
5,968,366
6,255,109
83,428
20,000
—
86,656
30,000
—
Perpetual Preferred Stock (Note 11)
Class A Common Stock, $0.01 par value, 422,157,736 and 426,157,736 shares authorized, 117,642,872 and 116,479,791 shares
657,601
660,500
issued and outstanding, at December 31, 2010 and 2009, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Notes due on common stock purchases
Distributions in excess of earnings
Total Aimco equity
Noncontrolling interests in consolidated real estate partnerships
Common noncontrolling interests in Aimco Operating Partnership
Total equity
Total liabilities and equity
1,176
3,070,882
(2,076 )
(586 )
(2,680,955 )
1,165
3,072,665
(1,138 )
(1,392 )
(2,492,082 )
1,046,042
1,239,718
291,458
(30,728 )
316,177
(21,192 )
1,306,772
1,534,703
$ 7,378,566
$ 7,906,468
See notes to consolidated financial statements.
F-3
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2010, 2009 and 2008
(In thousands, except per share data)
2010
2009
2008
REVENUES:
Rental and other property revenues
Asset management and tax credit revenues
Total revenues
OPERATING EXPENSES:
Property operating expenses
Investment management expenses
Depreciation and amortization
Provision for operating real estate impairment losses
Provision for impairment losses on real estate development assets
General and administrative expenses
Other expenses, net
Restructuring costs
Total operating expenses
Operating income
Interest income
Provision for losses on notes receivable, net
Interest expense
Equity in losses of unconsolidated real estate partnerships
Gain on dispositions of unconsolidated real estate and other, net
Loss before income taxes and discontinued operations
Income tax benefit
Loss from continuing operations
Income from discontinued operations, net
Net (loss) income
Noncontrolling interests:
Net loss (income) attributable to noncontrolling interests in consolidated real estate partnerships
Net income attributable to preferred noncontrolling interests in Aimco Operating Partnership
Net loss (income) attributable to common noncontrolling interests in Aimco Operating Partnership
Total noncontrolling interests
Net (loss) income attributable to Aimco
Net income attributable to Aimco preferred stockholders
Net income attributable to participating securities
Net (loss) income attributable to Aimco common stockholders
Earnings (loss) per common share — basic and diluted:
Loss from continuing operations attributable to Aimco common stockholders
Income from discontinued operations attributable to Aimco common stockholders
Net (loss) income attributable to Aimco common stockholders
Weighted average common shares outstanding — basic and diluted
Dividends declared per common share
See notes to consolidated financial statements.
F-4
$ 1,109,381 $ 1,081,250 $ 1,080,048
98,830
49,853
35,553
1,144,934
1,131,103
1,178,878
510,179
14,487
426,060
352
—
53,365
9,982
—
506,803
15,779
427,666
2,329
—
56,640
14,950
11,241
519,241
24,784
376,473
—
91,138
80,376
21,749
22,802
1,014,425
1,035,408
1,136,563
130,509
11,131
(949 )
(312,576 )
(23,112 )
10,675
95,695
9,091
(21,549 )
(312,534 )
(11,401 )
21,570
42,315
19,543
(17,577 )
(311,448 )
(4,736 )
97,403
(184,322 )
18,433
(219,128 )
17,487
(174,500 )
56,574
(165,889 )
76,265
(201,641 )
156,841
(117,926 )
744,928
(89,624 )
(44,800 )
627,002
13,301
(4,964 )
9,559
17,896
(71,728 )
(53,590 )
—
(22,541 )
(6,288 )
9,355
(155,727 )
(7,646 )
(51,622 )
(19,474 )
(214,995 )
(64,274 )
(50,566 )
—
412,007
(53,708 )
(6,985 )
$ (125,318 ) $ (114,840 ) $ 351,314
$
(1.48 ) $
0.40
(1.78 ) $
0.78
$
(1.08 ) $
(1.00 ) $
(2.09 )
6.05
3.96
116,369
114,301
88,690
$
0.30 $
0.40 $
7.48
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2010, 2009 and 2008
(In thousands)
Accumulated Notes Due on
Preferred Stock
Common Stock
Shares
Issued Amount
Shares
Issued
Additional
Paid-in
Amount Capital
Other
Comprehensive
Loss
Common Distributions in
Stock
Purchases
Excess of
Earnings
Total
Aimco
Equity
Noncontrolling
Interests
Total
Equity
Balances at December 31, 2007
Repurchase of Preferred Stock
Redemption of Aimco Operating Partnership units for Common Stock
Repurchases of Common Stock and common partnership units
Repayment of notes receivable from officers
Officer and employee stock awards and purchases, net
Amortization of stock option and restricted stock compensation cost
Common Stock issued pursuant to Special Dividends
Contributions from noncontrolling interests
Adjustment to noncontrolling interests from consolidation of entities
Change in accumulated other comprehensive loss
Net income
Distributions to noncontrolling interests
Common Stock dividends
Preferred Stock dividends
Balances at December 31, 2008
Repurchase of Preferred Stock
Reclassification of preferred stock to temporary equity
Redemption or Conversion of Aimco Operating Partnership units for Common Stock
Repurchases of Common Stock and common partnership units
Repayment of notes receivable from officers
Officer and employee stock awards and purchases, net
Amortization of stock option and restricted stock compensation cost
Common Stock issued pursuant to Special Dividends
Expense for dividends on forfeited shares and other
Contributions from noncontrolling interests
Adjustment to noncontrolling interests from consolidation of entities
Change in accumulated other comprehensive loss
Net loss
Distributions to noncontrolling interests
Common Stock dividends
Preferred Stock dividends
24,940 $ 723,500 91,551 $
—
— (27,000 )
—
—
114
— (13,919 )
—
—
—
—
106
—
—
—
—
—
— 22,780
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
915 $ 2,873,033 $
678
—
4,181
1
(139 ) (473,393 )
—
—
651
1
—
17,603
228 487,249
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(684 ) $
—
—
—
—
—
—
—
—
—
(1,565 )
—
—
—
—
(5,441 ) $
—
—
—
1,458
376
—
—
—
—
—
—
—
—
—
(2,019,718 ) $ 1,571,605 $
(24,840 )
1,482
—
4,182
— (473,532 )
1,458
—
1,028
—
17,603
—
487,477
—
—
—
—
—
(1,565 )
—
412,007
412,007
—
—
(674,185 ) (674,185 )
(55,214 )
(55,214 )
476,751 $ 2,048,356
(24,840 )
—
(4,182 )
—
(3,192 ) (476,724 )
1,458
—
1,028
—
17,603
—
487,477
—
6,854
6,854
14,969
14,969
(1,375 )
190
207,349
619,356
(318,014 ) (318,014 )
— (674,185 )
(55,214 )
—
24,940 696,500 100,632
1,006 2,910,002
(2,249 )
(3,607 )
(2,335,628 ) 1,266,024
380,725 1,646,749
—
—
(6,000 )
—
— (30,000 )
527
—
—
—
—
—
—
—
—
(227 )
—
—
—
—
—
— 15,548
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
151
—
—
—
7,080
5
—
—
—
—
(1,476 )
(2 )
—
8,007
156 148,590
311
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,111
—
—
—
—
—
—
—
—
763
1,452
—
—
—
—
—
—
—
—
—
—
1,800
—
—
—
—
—
—
—
2,917
—
—
—
(64,274 )
—
(46,202 )
(50,695 )
(4,049 )
(30,000 )
7,085
—
763
(26 )
8,007
148,746
3,228
—
—
1,111
(64,274 )
—
(46,202 )
(50,695 )
—
—
(7,085 )
(980 )
—
—
—
—
(990 )
5,535
(1,151 )
297
13,186
(94,552 )
—
—
(4,049 )
(30,000 )
—
(980 )
763
(26 )
8,007
148,746
2,238
5,535
(1,151 )
1,408
(51,088 )
(94,552 )
(46,202 )
(50,695 )
Balances at December 31, 2009
24,940 660,500 116,480
1,165 3,072,665
(1,138 )
(1,392 )
(2,492,082 ) 1,239,718
294,985 1,534,703
Issuance of Preferred Stock
Repurchase of Preferred Stock
Issuance of Common Stock
Aimco Operating Partnership units issued in exchange for noncontrolling interests in consolidated
4,000
98,101
(4,040 ) (101,000 )
—
—
real estate partnerships
Redemption of Aimco Operating Partnership units
Repayment of notes receivable from officers
Officer and employee stock awards and purchases, net
Amortization of stock option and restricted stock compensation cost
Contributions from noncontrolling interests
Adjustment to noncontrolling interests from consolidation of entities
Adjustment to noncontrolling interests related to revision of investment balances (Note 2)
Effect of changes in ownership for consolidated entities (Note 3)
Cumulative effect of a change in accounting principle (Note 2)
Change in accumulated other comprehensive loss
Other, net
Net loss
Distributions to noncontrolling interests
Common Stock dividends
Preferred Stock dividends
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
600
—
—
—
555
—
—
—
—
—
—
—
8
—
—
—
—
—
—
6
—
—
—
5
—
—
—
—
—
—
—
—
—
—
—
—
(3,346 )
4,511
14,040
—
—
4
1,920
8,182
—
—
—
(27,391 )
—
—
297
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(938 )
—
—
—
—
—
—
—
—
—
—
573
251
—
—
—
—
—
—
—
(18 )
—
—
—
—
—
(1,511 )
—
94,755
(98,000 )
14,046
—
—
—
94,755
(98,000 )
14,046
—
—
—
—
—
—
—
—
—
(27,724 )
—
(751 )
(71,728 )
—
(35,080 )
(52,079 )
—
—
577
2,176
8,182
—
—
—
(27,391 )
(27,724 )
(938 )
(472 )
(71,728 )
—
(35,080 )
(52,079 )
6,854
(3,571 )
—
—
—
7,422
6,324
(38,718 )
5,533
50,879
(167 )
1,876
(22,860 )
(47,827 )
—
—
6,854
(3,571 )
577
2,176
8,182
7,422
6,324
(38,718 )
(21,858 )
23,155
(1,105 )
1,404
(94,588 )
(47,827 )
(35,080 )
(52,079 )
Balances at December 31, 2010
24,900 $ 657,601 117,643 $ 1,176 $ 3,070,882 $
(2,076 ) $
(586 ) $
(2,680,955 ) $ 1,046,042 $
260,730 $ 1,306,772
See notes to consolidated financial statements.
F-5
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2010, 2009 and 2008
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
Provision for impairment losses on real estate development assets
Provision for operating real estate impairment losses
Equity in losses of unconsolidated real estate partnerships
Gain on dispositions of unconsolidated real estate and other
Income tax benefit
Stock-based compensation expense
Amortization of deferred loan costs and other
Distributions of earnings from unconsolidated entities
Discontinued operations:
Depreciation and amortization
Gain on disposition of real estate
Other adjustments to income from discontinued operations
Changes in operating assets and operating liabilities:
Accounts receivable
Other assets
Accounts payable, accrued liabilities and other
Total adjustments
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of real estate
Capital expenditures
Proceeds from dispositions of real estate
Proceeds from sale of interests and distributions from real estate partnerships
Purchases of partnership interests and other assets
Originations of notes receivable
Proceeds from repayment of notes receivable
Net increase in cash from consolidation and deconsolidation of entities
Other investing activities
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from property loans
Principal repayments on property loans
Proceeds from tax-exempt bond financing
Principal repayments on tax-exempt bond financing
Payments on term loans
(Payments on) proceeds from other borrowings
Proceeds from issuance of preferred stock
Proceeds from issuance of Common Stock
Repurchases and redemptions of preferred stock
Repurchases of Class A Common Stock
Proceeds from Class A Common Stock option exercises
Payment of Class A Common Stock dividends
Payment of preferred stock dividends
Payment of distributions to noncontrolling interests
Other financing activities
Net cash used in financing activities
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
2010
2009
2008
$ (89,624 )
$
(44,800 )
$
627,002
426,060
—
352
23,112
(10,675 )
(18,433 )
7,331
9,742
1,231
10,773
(94,901 )
20,210
25,561
16,567
(69,806 )
347,124
257,500
—
(178,929 )
218,571
19,707
(9,399 )
(1,190 )
5,699
13,128
18,788
86,375
449,384
(426,662 )
—
(66,466 )
(90,000 )
(13,469 )
96,110
14,350
(108,000 )
—
1,806
(46,729 )
(53,435 )
(54,557 )
(16,142 )
(313,810 )
30,065
81,260
$ 111,325
427,666
—
2,329
11,401
(21,570 )
(17,487 )
6,666
10,399
4,893
67,902
(221,770 )
52,531
27,067
18,954
(90,369 )
278,612
233,812
—
(300,344 )
875,931
25,067
(6,842 )
(5,778 )
5,264
98
36,858
376,473
91,138
—
4,736
(97,403 )
(56,574 )
13,833
9,432
14,619
139,075
(800,270 )
70,585
4,848
75,211
(32,337 )
(186,634 )
440,368
(112,655 )
(665,233 )
2,060,344
94,277
(28,121 )
(6,911 )
8,929
241
(6,002 )
630,254
1,344,869
772,443
(1,076,318 )
15,727
(157,862 )
(310,000 )
(40,085 )
—
—
(4,200 )
—
—
(95,335 )
(52,215 )
(120,361 )
(14,276 )
(1,082,482 )
(218,416 )
299,676
81,260
$
949,549
(1,291,543 )
50,100
(217,361 )
(75,000 )
21,367
—
—
(24,840 )
(502,296 )
481
(212,286 )
(55,215 )
(330,582 )
(8,396 )
(1,696,022 )
89,215
210,461
299,676
$
See notes to consolidated financial statements.
F-6
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2010, 2009 and 2008
(In thousands)
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
Cash paid for income taxes
Non-cash transactions associated with the disposition of real estate:
Secured debt assumed in connection with the disposition of real estate
Issuance of notes receivable in connection with the disposition of real estate
Non-cash transactions associated with consolidation and deconsolidation of real estate partnerships:
Real estate, net
Investments in and notes receivable primarily from affiliated entities
Restricted cash and other assets
Non-recourse debt
Noncontrolling interests in consolidated real estate partnerships
Accounts payable, accrued and other liabilities
Other non-cash transactions:
Redemption of common OP Units for Class A Common Stock
Cancellation of notes receivable from officers for Class A Common Stock purchases
Common Stock issued pursuant to special dividends (Note 11)
Issuance of common OP Units for acquisition of noncontrolling interests in consolidated real estate partnerships
(Note 3)
See notes to consolidated financial statements.
2010
2009
2008
$ 311,432
1,899
$ 348,341
4,560
$ 434,645
13,780
157,629
4,544
314,265
3,605
157,394
10,372
80,629
41,903
3,290
61,211
57,099
20,640
6,058
4,326
(1,682 )
2,031
2,225
4,544
25,830
4,497
5,483
22,036
11,896
2,124
—
(251 )
—
7,085
(1,452 )
(148,746 )
4,182
(385 )
(487,477 )
6,854
—
—
F-7
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
NOTE 1 — Organization
Apartment Investment and Management Company, or Aimco, is a Maryland corporation incorporated on January 10, 1994. We are a self-
administered and self-managed real estate investment trust, or REIT. Our principal financial objective is to provide predictable and attractive returns to
our stockholders. Our business plan to achieve this objective is to:
• own and operate a broadly diversified portfolio of primarily class “B/B+” assets with properties concentrated in the 20 largest markets in the
United States (as measured by total apartment value, which is the estimated total market value of apartment properties in a particular market);
• improve our portfolio by selling assets with lower projected returns and reinvesting those proceeds through the purchase of new assets or
additional investment in existing assets in our portfolio, including increased ownership or redevelopment; and
• provide financial leverage primarily by the use of non-recourse, long-dated, fixed-rate property debt and perpetual preferred equity.
As of December 31, 2010, we:
• owned an equity interest in 219 conventional real estate properties with 68,972 units;
• owned an equity interest in 228 affordable real estate properties with 26,540 units; and
• provided services for or managed 27,182 units in 321 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.
Of these properties, we consolidated 217 conventional properties with 67,668 units and 182 affordable properties with 22,207 units. These
conventional and affordable properties generated 87% and 13%, respectively, of our proportionate property net operating income (as defined in
Note 17) during the year ended December 31, 2010. Any reference to the number of properties or units is unaudited.
Through our wholly-owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP Trust, we own a majority of the ownership interests in AIMCO
Properties, L.P., which we refer to as the Aimco Operating Partnership. As of December 31, 2010, we held an interest of approximately 93% in the
common partnership units and equivalents of the Aimco Operating Partnership. We conduct substantially all of our business and own substantially all
of our assets through the Aimco Operating Partnership. Interests in the Aimco Operating Partnership that are held by limited partners other than
Aimco are referred to as “OP Units.” OP Units include common partnership units, high performance partnership units and partnership preferred units,
which we refer to as common OP Units, High Performance Units and preferred OP Units, respectively. At December 31, 2010, 117,642,872 shares of our
Common Stock were outstanding and the Aimco Operating Partnership had 8,470,013 common partnership units and equivalents outstanding for a
combined total of 126,112,885 shares of Common Stock, common partnership units and equivalents outstanding.
Except as the context otherwise requires, “we,” “our,” “us” and the “Company” refer to Aimco, the Aimco Operating Partnership and their
consolidated entities, collectively.
NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Aimco, the Aimco Operating Partnership, and their consolidated
entities. We consolidate all variable interest entities for which we are the primary beneficiary. Generally, we consolidate real estate partnerships and
other entities that are not variable
F-8
Table of Contents
interest entities when we own, directly or indirectly, a majority voting interest in the entity or are otherwise able to control the entity. All significant
intercompany balances and transactions have been eliminated in consolidation.
Interests in the Aimco Operating Partnership that are held by limited partners other than Aimco are reflected in the accompanying balance sheets
as noncontrolling interests in Aimco Operating Partnership. Interests in partnerships consolidated into the Aimco Operating Partnership that are held
by third parties are reflected in the accompanying balance sheets as noncontrolling interests in consolidated real estate partnerships. The assets of
consolidated real estate partnerships owned or controlled by us generally are not available to pay creditors of Aimco or the Aimco Operating
Partnership.
As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and
“partner” refers to a partner in a limited partnership or a member in a limited liability company.
Variable Interest Entities
We consolidate all variable interest entities for which we are the primary beneficiary. Generally, a variable interest entity, or VIE, is an entity with
one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without
additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about an
entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected
residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of
the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.
Effective January 1, 2010, we adopted the provisions of FASB Accounting Standards Update 2009-17, Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities, or ASU 2009-17, on a prospective basis. ASU 2009-17, which modified the guidance in FASB
ASC Topic 810, introduced a more qualitative approach to evaluating VIEs for consolidation and requires a company to perform an analysis to
determine whether its variable interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the
entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to
absorb losses or the right to receive benefits that could potentially be significant to the VIE. In determining whether it has the power to direct the
activities of the VIE that most significantly affect the VIE’s performance, ASU 2009-17 requires a company to assess whether it has an implicit financial
responsibility to ensure that a VIE operates as designed, requires continuous reassessment of primary beneficiary status rather than periodic, event-
driven assessments as previously required, and incorporates expanded disclosure requirements.
In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to:
which activities most significantly impact the VIEs economic performance and which party controls such activities; the amount and characteristics of
our investment; the obligation or likelihood for us or other investors to provide financial support; and the similarity with and significance to the
business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current and future
fair values and performance of real estate held by these VIEs and general market conditions.
As a result of our adoption of ASU 2009-17, we concluded we are the primary beneficiary of, and therefore consolidated, 49 previously
unconsolidated partnerships. Those partnerships own, or control other entities that own, 31 apartment properties. Our direct and indirect interests in
the profits and losses of those partnerships range from less than 1% to 35%, and average approximately 7%. We applied the practicability exception
for initial measurement of consolidated VIEs to partnerships that own 13 properties and accordingly recognized the consolidated assets, liabilities and
noncontrolling interests at fair value effective January 1, 2010 (refer to the Fair Value Measurements section for further information regarding certain of
the fair value amounts recognized upon consolidation). We deconsolidated partnerships that own ten apartment properties in which we hold an
average interest of approximately 55%. The initial consolidation and deconsolidation of these partnerships resulted
F-9
Table of Contents
in increases (decreases), net of intercompany eliminations, in amounts included in our consolidated balance sheet as of January 1, 2010, as follows (in
thousands):
Real estate, net
Cash and cash equivalents and restricted cash
Accounts and notes receivable
Investment in unconsolidated real estate partnerships
Other assets
Total assets
Total indebtedness
Accrued and other liabilities
Total liabilities
Cumulative effect of a change in accounting principle:
Noncontrolling interests
Aimco
Total equity
Total liabilities and equity
Consolidation
Deconsolidation
$
$
$
$
143,986
25,056
(12,249 )
31,579
3,870
192,242
129,164
34,426
163,590
59,380
(30,728 )
28,652
192,242
$
$
$
$
(86,151 )
(7,425 )
6,002
11,302
(1,084 )
(77,356 )
(56,938 )
(14,921 )
(71,859 )
(8,501 )
3,004
(5,497 )
(77,356 )
In periods prior to 2009, when consolidated real estate partnerships made cash distributions to partners in excess of the carrying amount of the
noncontrolling interest, we generally recorded a charge to earnings equal to the amount of such excess distribution, even though there was no
economic effect or cost. Also prior to 2009, we allocated the noncontrolling partners’ share of partnership losses to noncontrolling partners to the
extent of the carrying amount of the noncontrolling interest. Consolidation of a partnership does not ordinarily result in a change to the net amount of
partnership income or loss that is recognized using the equity method. However, prior to 2009, when a partnership had a deficit in equity, accounting
principles generally accepted in the United States of America, or GAAP, may have required the controlling partner that consolidates the partnership to
recognize any losses that would otherwise be allocated to noncontrolling partners, in addition to the controlling partner’s share of losses. Certain of
the partnerships that we consolidated in accordance with ASU 2009-17 had deficits in equity that resulted from losses or deficit distributions during
prior periods when we accounted for our investment using the equity method. We would have been required to recognize the noncontrolling partners’
share of those losses had we consolidated those partnerships in those periods prior to 2009. In accordance with our prospective transition method for
the adoption of ASU 2009-17 related to our consolidation of previously unconsolidated partnerships, we recorded a $30.7 million charge to our equity,
the majority of which was attributed to the cumulative amount of additional losses that we would have recognized had we applied ASU 2009-17 in
periods prior to 2009. Substantially all of those losses were attributable to real estate depreciation expense.
F-10
Table of Contents
Our consolidated statements of operations for the year ended December 31, 2010, include the following amounts for the entities and related real
estate properties consolidated as of January 1, 2010, in accordance with ASU 2009-17 (in thousands):
Rental and other property revenues
Property operating expenses
Depreciation and amortization
Other expenses
Operating income
Interest income
Interest expense
Equity in losses of unconsolidated real estate partnerships
Gain on disposition of unconsolidated real estate and other
Net loss
Net loss attributable to noncontrolling interests in consolidated real estate partnerships
Net income attributable to noncontrolling interests in the Aimco Operating Partnership
Net income attributable to Aimco
2010
32,216
(19,192 )
(10,624 )
(2,038 )
362
33
(8,370 )
(17,895 )
7,360
(18,510 )
19,328
(57 )
761
$
$
Our equity in the results of operations of the partnerships and related properties we deconsolidated in connection with our adoption of ASU
2009-17 is included in equity in earnings or losses of unconsolidated real estate partnerships in our consolidated statements of operations for the year
ended December 31, 2010. The amounts related to these entities are not significant.
As of December 31, 2010, we were the primary beneficiary of, and therefore consolidated, approximately 137 VIEs, which owned 96 apartment
properties with 14,054 units. Real estate with a carrying value of $867.1 million collateralized $654.3 million of debt of those VIEs. Any significant
amounts of assets and liabilities related to our consolidated VIEs are identified parenthetically on our accompanying condensed consolidated balance
sheets. The creditors of the consolidated VIEs do not have recourse to our general credit.
As of December 31, 2010, we also held variable interests in 276 VIEs for which we were not the primary beneficiary. Those VIEs consist primarily
of partnerships that are engaged, directly or indirectly, in the ownership and management of 329 apartment properties with 20,570 units. We are
involved with those VIEs as an equity holder, lender, management agent, or through other contractual relationships. The majority of our investments
in unconsolidated VIEs, or approximately $48.9 million at December 31, 2010, are held through consolidated investment partnerships that are VIEs and
in which we generally hold a 1% or less general partner or equivalent interest. Accordingly, substantially all of the investment balances related to
these unconsolidated VIEs are attributed to the noncontrolling interests in the consolidated investment partnerships that hold the investments in
these unconsolidated VIEs. Our maximum risk of loss related to our investment in these VIEs is generally limited to our equity interest in the
consolidated investment partnerships, which is insignificant. The remainder of our investment in unconsolidated VIEs, or approximately $5.5 million at
December 31, 2010, is held through consolidated investment partnerships that are VIEs and in which we hold substantially all of the economic
interests. Our maximum risk of loss related to our investment in these VIEs is limited to our $5.5 million recorded investment in such entities.
In addition to our investments in unconsolidated VIEs discussed above, at December 31, 2010, we had in aggregate $101.7 million of receivables
from unconsolidated VIEs and we had a contractual obligation to advance funds to certain unconsolidated VIEs totaling $3.8 million. Our maximum risk
of loss associated with our lending and management activities related to these unconsolidated VIEs is limited to these amounts. We may be subject to
additional losses to the extent of any receivables relating to future provision of services to these entities or financial support that we voluntarily
provide.
F-11
Table of Contents
Acquisition of Real Estate Assets and Related Depreciation and Amortization
We adopted the provisions of FASB Statement of Financial Accounting Standards No. 141(R), Business Combinations — a replacement of
FASB Statement No. 141, or SFAS 141(R), which are codified in FASB ASC Topic 805, effective January 1, 2009. These provisions apply to all
transactions or events in which an entity obtains control of one or more businesses, including those effected without the transfer of consideration, for
example, by contract or through a lapse of minority veto rights. These provisions require the acquiring entity in a business combination to recognize
the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establish the acquisition-date fair
value as the measurement objective for all assets acquired and liabilities assumed; and require expensing of most transaction and restructuring costs.
We believe most operating real estate assets meet SFAS 141(R)’s revised definition of a business. Accordingly, in connection with our 2009
adoption of SFAS 141(R), we retroactively adjusted our results of operations for the year ended December 31, 2008, to expense $3.5 million of
transaction costs incurred prior to December 31, 2008. This retroactive adjustment is reflected in investment management expenses in our
accompanying consolidated statements of operations and reduced basic and diluted earnings per share amounts by $0.04 for the year ended
December 31, 2008.
Effective January 1, 2009, we recognize at fair value the acquisition of properties or interests in partnerships that own properties if the
transaction results in consolidation and we expense as incurred most related transaction costs. We allocate the cost of acquired properties to tangible
assets and identified intangible assets based on their fair values. We determine the fair value of tangible assets, such as land, building, furniture,
fixtures and equipment, generally using internal valuation techniques that consider comparable market transactions, discounted cash flow techniques,
replacement costs and other available information. We determine the fair value of identified intangible assets (or liabilities), which typically relate to in-
place leases, using internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and our
experience in leasing similar properties. The intangible assets or liabilities related to in-place leases are comprised of:
1. The value of the above- and below-market leases in-place. An asset or liability is recognized based on the difference between (a) the
contractual amounts to be paid pursuant to the in-place leases and (b) our estimate of fair market lease rates for the corresponding in-place
leases, measured over the period, including estimated lease renewals for below-market leases, that the leases are expected to remain in effect.
2. The estimated unamortized portion of avoided leasing commissions and other costs that ordinarily would be incurred to acquire the in-place
leases.
3. The value associated with vacant units during the absorption period (estimates of lost rental revenue during the expected lease-up periods
based on current market demand and stabilized occupancy levels).
The values of the above- and below-market leases are amortized to rental revenue over the expected remaining terms of the associated leases.
Other intangible assets related to in-place leases are amortized to depreciation and amortization over the expected remaining terms of the associated
leases. Amortization is adjusted, as necessary, to reflect any early lease terminations that were not anticipated in determining amortization periods.
Depreciation for all tangible real estate assets is calculated using the straight-line method over their estimated useful lives. Acquired buildings
and improvements are depreciated over a composite life of 14 to 52 years, based on the age, condition and other physical characteristics of the
property. As discussed under Impairment of Long Lived Assets below, we may adjust depreciation of properties that are expected to be disposed of or
demolished prior to the end of their useful lives. Furniture, fixtures and equipment associated with acquired properties are depreciated over five years.
At December 31, 2010 and 2009, deferred income in our consolidated balance sheets includes below-market lease amounts totaling $27.9 million
and $31.8 million, respectively, which are net of accumulated amortization of $24.9 million and $21.0 million, respectively. During the years ended
December 31, 2010, 2009 and 2008, we included amortization of below-market leases of $3.9 million, $4.4 million and $4.4 million, respectively, in rental
and other property revenues in our consolidated statements of operations. At December 31, 2010, our below-market
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leases had a weighted average amortization period of 7.0 years and estimated aggregate amortization for each of the five succeeding years as follows
(in millions):
Estimated amortization
Capital Additions and Related Depreciation
2011
2012
2013
2014
2015
$ 3.6
$ 3.2
$ 2.8
$ 2.5
$ 2.3
We capitalize costs, including certain indirect costs, incurred in connection with our capital additions activities, including redevelopment and
construction projects, other tangible property improvements, and replacements of existing property components. Included in these capitalized costs
are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities
at the property level. We characterize as “indirect costs” an allocation of certain department costs, including payroll, at the area operations and
corporate levels that clearly relate to capital additions activities. We capitalize interest, property taxes and insurance during periods in which
redevelopment and construction projects are in progress. We charge to expense as incurred costs that do not relate to capital expenditure activities,
including ordinary repairs, maintenance, resident turnover costs and general and administrative expenses.
We depreciate capitalized costs using the straight-line method over the estimated useful life of the related component or improvement, which is
generally five, 15 or 30 years. All capitalized site payroll and indirect costs are allocated proportionately, based on direct costs, among capital projects
and depreciated over the estimated useful lives of such projects.
Certain homogeneous items that are purchased in bulk on a recurring basis, such as carpeting and appliances, are depreciated using group
methods that reflect the average estimated useful life of the items in each group. Except in the case of property casualties, where the net book value of
lost property is written off in the determination of casualty gains or losses, we generally do not recognize any loss in connection with the replacement
of an existing property component because normal replacements are considered in determining the estimated useful lives used in connection with our
composite and group depreciation methods.
For the years ended December 31, 2010, 2009 and 2008, for continuing and discontinued operations, we capitalized $11.6 million, $9.8 million and
$25.7 million of interest costs, respectively, and $25.3 million, $40.0 million and $78.1 million of site payroll and indirect costs, respectively.
Impairment of Long-Lived Assets
Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the
carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of a property may not be recoverable, we
make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows, excluding interest
charges, of the property. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent
the carrying amount exceeds the estimated fair value of the property.
In connection with the preparation of our 2008 annual financial statements, we assessed the recoverability of our investment in our Lincoln Place
property, located in Venice, California. Based upon the declines in land values in Southern California during 2008 and the expected timing of our
redevelopment efforts, we determined that the total carrying amount of the property was no longer probable of full recovery and, accordingly, during
the three months ended December 31, 2008, recognized an impairment loss of $85.4 million ($55.6 million net of tax).
Similarly, we assessed the recoverability of our investment in Pacific Bay Vistas (formerly Treetops), a vacant property located in San Bruno,
California, and determined that the carrying amount of the property was no longer probable of full recovery and, accordingly, we recognized an
impairment loss of $5.7 million for this property during the three months ended December 31, 2008.
In addition to the impairments of Lincoln Place and Pacific Bay Vistas, based on periodic tests of recoverability of long-lived assets, for the years
ended December 31, 2010 and 2009, we recorded real estate impairment
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losses of $0.4 million and $2.3 million, respectively, related to properties classified as held for use. For the year ended December 31, 2008, we recorded
no similar impairment losses related to properties classified as held for use.
We report impairment losses or recoveries related to properties sold or classified as held for sale in discontinued operations.
Our tests of recoverability address real estate assets that do not currently meet all conditions to be classified as held for sale, but are expected to
be disposed of prior to the end of their estimated useful lives. If an impairment loss is not required to be recorded, the recognition of depreciation is
adjusted prospectively, as necessary, to reduce the carrying amount of the real estate to its estimated disposition value over the remaining period that
the real estate is expected to be held and used. We also may adjust depreciation prospectively to reduce to zero the carrying amount of buildings that
we plan to demolish in connection with a redevelopment project. These depreciation adjustments, after adjustments for noncontrolling interests,
decreased net income available to Aimco common stockholders by $0.2 million, $18.3 million and $10.7 million, and resulted in decreases in basic and
diluted earnings per share of less than $0.01, $0.16 and $0.12, for the years ended December 31, 2010, 2009 and 2008, respectively.
Cash Equivalents
We classify highly liquid investments with an original maturity of three months or less as cash equivalents.
Restricted Cash
Restricted cash includes capital replacement reserves, completion repair reserves, bond sinking fund amounts and tax and insurance escrow
accounts held by lenders.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are generally comprised of amounts receivable from residents, amounts receivable from non-affiliated real estate
partnerships for which we provide property management and other services and other miscellaneous receivables from non-affiliated entities. We
evaluate collectibility of accounts receivable from residents and establish an allowance, after the application of security deposits and other anticipated
recoveries, for accounts greater than 30 days past due for current residents and all receivables due from former residents. Accounts receivable from
residents are stated net of allowances for doubtful accounts of approximately $2.1 million and $1.4 million as of December 31, 2010 and 2009,
respectively.
We evaluate collectibility of accounts receivable from non-affiliated entities and establish an allowance for amounts that are considered to be
uncollectible. Accounts receivable relating to non-affiliated entities are stated net of allowances for doubtful accounts of approximately $1.0 million
and $0.3 million as of December 31, 2010 and 2009, respectively.
Accounts Receivable and Allowance for Doubtful Accounts from Affiliates
Accounts receivable from affiliates are generally comprised of receivables related to property management and other services provided to
unconsolidated real estate partnerships in which we have an ownership interest. We evaluate collectibility of accounts receivable balances from
affiliates on a periodic basis, and establish an allowance for the amounts deemed to be uncollectible. Accounts receivable from affiliates are stated net
of allowances for doubtful accounts of approximately $1.5 million and $1.9 million as of December 31, 2010 and 2009, respectively.
Deferred Costs
We defer lender fees and other direct costs incurred in obtaining new financing and amortize the amounts over the terms of the related loan
agreements. Amortization of these costs is included in interest expense.
We defer leasing commissions and other direct costs incurred in connection with successful leasing efforts and amortize the costs over the
terms of the related leases. Amortization of these costs is included in depreciation and amortization.
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Notes Receivable from Unconsolidated Real Estate Partnerships and Non-Affiliates and Related Interest Income and Provision for Losses
Notes receivable from unconsolidated real estate partnerships and from non-affiliates represent our two portfolio segments, as defined in FASB
Accounting Standards Update 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, that we
use to evaluate for potential loan loss. Notes receivable from unconsolidated real estate partnerships consist primarily of notes receivable from
partnerships in which we are the general partner but do not consolidate the partnership. These loans are typically due on demand, have no stated
maturity date and may not require current payments of principal or interest. Notes receivable from non-affiliates have stated maturity dates and may
require current payments of principal and interest. Repayment of these notes is subject to a number of variables, including the performance and value
of the underlying real estate properties and the claims of unaffiliated mortgage lenders, which are generally senior to our claims. Our notes receivable
consist of two classes: loans extended by us that we carry at the face amount plus accrued interest, which we refer to as “par value notes;” and loans
extended by predecessors whose positions we generally acquired at a discount, which we refer to as “discounted notes.”
We record interest income on par value notes as earned in accordance with the terms of the related loan agreements. We discontinue the accrual
of interest on such notes when the notes are impaired, as discussed below, or when there is otherwise significant uncertainty as to the collection of
interest. We record income on such nonaccrual loans using the cost recovery method, under which we apply cash receipts first to the recorded
amount of the loan; thereafter, any additional receipts are recognized as income.
We recognize interest income on discounted notes receivable based upon whether the amount and timing of collections are both probable and
reasonably estimable. We consider collections to be probable and reasonably estimable when the borrower has closed or entered into certain pending
transactions (which include real estate sales, refinancings, foreclosures and rights offerings) that provide a reliable source of repayment. In such
instances, we recognize accretion income, on a prospective basis using the effective interest method over the estimated remaining term of the loans,
equal to the difference between the carrying amount of the discounted notes and the estimated collectible value. We record income on all other
discounted notes using the cost recovery method.
We assess the collectibility of notes receivable on a periodic basis, which assessment consists primarily of an evaluation of cash flow
projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual
terms of the note. We update our cash flow projections of the borrowers annually, and more frequently for certain loans depending on facts and
circumstances. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the
contractual terms of the loan. Factors that affect this assessment include the fair value of the partnership’s real estate, pending transactions to
refinance the partnership’s senior obligations or sell the partnership’s real estate, and market conditions (current and forecasted) related to a particular
asset. The amount of the impairment to be recognized generally is based on the fair value of the partnership’s real estate that represents the primary
source of loan repayment. In certain instances where other sources of cash flow are available to repay the loan, the impairment is measured by
discounting the estimated cash flows at the loan’s original effective interest rate. See Note 5 for further discussion of our notes receivable.
Investments in Unconsolidated Real Estate Partnerships
We own general and limited partner interests in partnerships that either directly, or through interests in other real estate partnerships, own
apartment properties. We generally account for investments in real estate partnerships that we do not consolidate under the equity method. Under the
equity method, our share of the earnings or losses of the entity for the periods being presented is included in equity in earnings (losses) from
unconsolidated real estate partnerships, inclusive of our share of impairments and property disposition gains recognized by and related to such
entities. Certain investments in real estate partnerships that were acquired in business combinations were determined to have insignificant value at the
acquisition date and are accounted for under the cost method. Any distributions received from such partnerships are recognized as income when
received.
The excess of the cost of the acquired partnership interests over the historical carrying amount of partners’ equity or deficit is ascribed generally
to the fair values of land and buildings owned by the partnerships. We
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amortize the excess cost related to the buildings over the estimated useful lives of the buildings. Such amortization is recorded as a component of
equity in earnings (losses) of unconsolidated real estate partnerships. See Note 4 for further discussion of Investments in Unconsolidated Real Estate
Partnerships.
Intangible Assets
At December 31, 2010 and 2009, other assets included goodwill associated with our reportable segments of $67.1 million and $71.8 million,
respectively. We perform an annual impairment test of goodwill that compares the fair value of reporting units with their carrying amounts, including
goodwill. We determined that our goodwill was not impaired in 2010, 2009 or 2008.
During the years ended December 31, 2010 and 2009, we allocated $4.7 million and $10.1 million, respectively, of goodwill related to our reportable
segments (conventional and affordable real estate operations) to the carrying amounts of the properties sold or classified as held for sale. The
amounts of goodwill allocated to these properties were based on the relative fair values of the properties sold or classified as held for sale and the
retained portions of the reporting units to which the goodwill as allocated. During 2008, we did not allocate any goodwill to properties sold or
classified as held for sale as real estate properties were not considered businesses under then applicable GAAP.
Other assets also includes intangible assets for purchased management contracts with finite lives that we amortize on a straight-line basis over
terms ranging from five to 20 years and intangible assets for in-place leases as discussed under Acquisition of Real Estate Assets and Related
Depreciation and Amortization.
Capitalized Software Costs
Purchased software and other costs related to software developed for internal use are capitalized during the application development stage and
are amortized using the straight-line method over the estimated useful life of the software, generally five years. We write-off the costs of software
development projects when it is no longer probable that the software will be completed and placed in service. For the years ended December 31, 2010,
2009 and 2008, we capitalized software development costs totaling $8.7 million, $5.6 million and $20.9 million, respectively. At December 31, 2010 and
2009, other assets included $28.1 million and $29.7 million of net capitalized software, respectively. During the years ended December 31, 2010, 2009 and
2008, we recognized amortization of capitalized software of $10.2 million, $11.5 million and $10.0 million, respectively, which is included in depreciation
and amortization in our consolidated statements of operations.
During the year ended December 31, 2008, we reassessed our approach to communication technology needs at our properties, which resulted in
the discontinuation of an infrastructure project and a $5.4 million write-off of related hardware and capitalized internal and consulting costs included in
other assets. The write-off, which is net of sales proceeds, is included in other expenses, net. During the year ended December 31, 2008, we
additionally recorded a $1.6 million write-off of certain software and hardware assets that are no longer consistent with our information technology
strategy. This write-off is included in depreciation and amortization. There were no similar write-offs during the years ended December 31, 2010 or 2009.
Noncontrolling Interests
Effective January 1, 2009, we adopted the provisions of FASB Statement of Financial Accounting Standards No. 160, Noncontrolling Interests
in Consolidated Financial Statements — an amendment of ARB No. 51, or SFAS 160, which are codified in FASB ASC Topic 810. These provisions
clarified that a noncontrolling interest in a subsidiary is an ownership interest in a consolidated entity, which should be reported as equity in the
parent’s consolidated financial statements. These provisions require disclosure, on the face of the consolidated statements of operations, of the
amounts of consolidated net income (loss) and other comprehensive income (loss) attributable to controlling and noncontrolling interests, eliminating
the past practice of reporting amounts of income attributable to noncontrolling interests as an adjustment in arriving at consolidated net income.
These provisions also require us to attribute to noncontrolling interests their share of losses even if such attribution results in a deficit noncontrolling
interest balance within our equity accounts, and in some instances, recognize a gain or loss in net income when a subsidiary is deconsolidated.
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In connection with our retrospective application of these provisions, we reclassified into our consolidated equity accounts the historical
balances related to noncontrolling interests in consolidated real estate partnerships and the portion of noncontrolling interests in the Aimco Operating
Partnership related to the Aimco Operating Partnership’s common OP Units and High Performance Units. At December 31, 2008, the carrying amount
of noncontrolling interests in consolidated real estate partnerships was $380.7 million and the carrying amount for noncontrolling interests in Aimco
Operating Partnership attributable to common OP Units and High Performance Units was zero, due to cash distributions in excess of the positive
balances related to those noncontrolling interests.
Noncontrolling Interests in Consolidated Real Estate Partnerships
We report the unaffiliated partners’ interests in our consolidated real estate partnerships as noncontrolling interests in consolidated real estate
partnerships. Noncontrolling interests in consolidated real estate partnerships represent the noncontrolling partners’ share of the underlying net
assets of our consolidated real estate partnerships. Prior to 2009, when these consolidated real estate partnerships made cash distributions to partners
in excess of the carrying amount of the noncontrolling interest, we generally recorded a charge equal to the amount of such excess distribution, even
though there was no economic effect or cost. These charges are reported in the consolidated statements of operations for the year ended
December 31, 2008, within noncontrolling interests in consolidated real estate partnerships. Also prior to 2009, we allocated the noncontrolling
partners’ share of partnership losses to noncontrolling partners to the extent of the carrying amount of the noncontrolling interest. We generally
recorded a charge when the noncontrolling partners’ share of partnership losses exceeds the carrying amount of the noncontrolling interest, even
though there is no economic effect or cost. These charges are reported in the consolidated statements of operations within noncontrolling interests in
consolidated real estate partnerships. We did not record charges for distributions or losses in certain limited instances where the noncontrolling
partner had a legal obligation and financial capacity to contribute additional capital to the partnership. For the year ended December 31, 2008, we
recorded charges for partnership losses resulting from depreciation of approximately $9.0 million that were not allocated to noncontrolling partners
because the losses exceeded the carrying amount of the noncontrolling interest.
Noncontrolling interests in consolidated real estate partnerships consist primarily of equity interests held by limited partners in consolidated real
estate partnerships that have finite lives. The terms of the related partnership agreements generally require the partnership to be liquidated following
the sale of the partnership’s real estate. As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other
events that could lead to the liquidation, redemption or other settlement of noncontrolling interests. The aggregate carrying amount of noncontrolling
interests in consolidated real estate partnerships is approximately $291.5 million at December 31, 2010. The aggregate fair value of these interests varies
based on the fair value of the real estate owned by the partnerships. Based on the number of classes of finite-life noncontrolling interests, the number
of properties in which there is direct or indirect noncontrolling ownership, complexities in determining the allocation of liquidation proceeds among
partners and other factors, we believe it is impracticable to determine the total required payments to the noncontrolling interests in an assumed
liquidation at December 31, 2010. As a result of real estate depreciation that is recognized in our financial statements and appreciation in the fair value
of real estate that is not recognized in our financial statements, we believe that the aggregate fair value of our noncontrolling interests exceeds their
aggregate carrying amount. As a result of our ability to control real estate sales and other events that require payment of noncontrolling interests and
our expectation that proceeds from real estate sales will be sufficient to liquidate related noncontrolling interests, we anticipate that the eventual
liquidation of these noncontrolling interests will not have an adverse impact on our financial condition.
Changes in our ownership interest in consolidated real estate partnerships generally consist of our purchase of an additional interest in or the
sale of our entire interest in a consolidated real estate partnership. The effect on our equity of our purchase of additional interests in consolidated real
estate partnerships during the year ended December 31, 2010 is shown in the consolidated statement of equity and further discussed in Note 3. Our
purchase of additional interests in consolidated real estate partnerships had no significant effect on our equity during the years ended December 31,
2009 and 2008. The effect on our equity of sales of our entire interest in consolidated real estate partnerships is reflected in our consolidated financial
statements as sales of real estate and accordingly the
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effect on our equity is reflected as gains on disposition of real estate, less the amounts of such gains attributable to noncontrolling interests, within
consolidated net (loss) income attributable to Aimco common stockholders.
Noncontrolling Interests in Aimco Operating Partnership
Noncontrolling interests in Aimco Operating Partnership consist of common OP Units, High Performance Units and preferred OP Units held by
limited partners in the Aimco Operating Partnership other than Aimco. We allocate the Aimco Operating Partnership’s income or loss to the holders of
common OP Units and High Performance Units based on the weighted average number of common partnership units (including those held by us) and
High Performance Units outstanding during the period. During 2010, 2009 and 2008, the holders of common OP Units and equivalents had a weighted
average ownership interest in the Aimco Operating Partnership of was approximately 7%, 7% and 10%, respectively. Holders of the preferred OP Units
participate in the Aimco Operating Partnership’s income or loss only to the extent of their preferred distributions. See Note 10 for further information
regarding noncontrolling interests in the Aimco Operating Partnership.
Revenue Recognition
Our properties have operating leases with apartment residents with terms averaging 12 months. We recognize rental revenue related to these
leases, net of any concessions, on a straight-line basis over the term of the lease. We recognize revenues from property management, asset
management, syndication and other services when the related fees are earned and are realized or realizable.
Advertising Costs
We generally expense all advertising costs as incurred to property operating expense. For the years ended December 31, 2010, 2009 and 2008, for
both continuing and discontinued operations, total advertising expense was $14.2 million, $21.7 million and $31.8 million, respectively.
Insurance
We believe that our insurance coverages insure our properties adequately against the risk of loss attributable to fire, earthquake, hurricane,
tornado, flood, and other perils. In addition, we have insurance coverage for substantial portions of our property, workers’ compensation, health, and
general liability exposures. Losses are accrued based upon our estimates of the aggregate liability for uninsured losses incurred using certain actuarial
assumptions followed in the insurance industry and based on our experience.
Stock-Based Compensation
We recognize all stock-based employee compensation, including grants of employee stock options, in the consolidated financial statements
based on the grant date fair value and recognize compensation cost, which is net of estimates for expected forfeitures, ratably over the awards’
requisite service period. See Note 12 for further discussion of our stock-based compensation.
Tax Credit Arrangements
We sponsor certain partnerships that own and operate apartment properties that qualify for tax credits under Section 42 of the Internal Revenue
Code of 1986, as amended, which we refer to as the Code, and for the U.S. Department of Housing and Urban Development, or HUD, subsidized rents
under HUD’s Section 8 program. These partnerships acquire, develop and operate qualifying affordable housing properties and are structured to
provide for the pass-through of tax credits and deductions to their partners. The tax credits are generally realized ratably over the first ten years of the
tax credit arrangement and are subject to the partnership’s compliance with applicable laws and regulations for a period of 15 years. Typically, we are
the general partner with a legal ownership interest of one percent or less. We market limited partner interests of at least 99 percent to unaffiliated
institutional investors (which we refer to as tax credit investors or investors) and receive a syndication fee from each investor upon such investor’s
admission to the partnership. At inception, each investor agrees to fund capital contributions to the partnerships. We agree to perform various
services for the partnerships in exchange for fees over the expected
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duration of the tax credit service period. The related partnership agreements generally require adjustment of each tax credit investor’s required capital
contributions if actual tax benefits to such investor differ from projected amounts.
We have determined that the partnerships in these arrangements are variable interest entities and, where we are general partner, we are generally
the primary beneficiary that is required to consolidate the partnerships. When the contractual arrangements obligate us to deliver tax benefits to the
investors, and entitle us through fee arrangements to receive substantially all available cash flow from the partnerships, we account for these
partnerships as wholly owned subsidiaries. Capital contributions received by the partnerships from tax credit investors represent, in substance,
consideration that we receive in exchange for our obligation to deliver tax credits and other tax benefits to the investors, and the receipts are
recognized as revenue in our consolidated financial statements when our obligation to the investors is relieved upon delivery of the expected tax
benefits.
In summary, our accounting treatment recognizes the income or loss generated by the underlying real estate based on our economic interest in
the partnerships. Proceeds received in exchange for the transfer of the tax credits are recognized as revenue proportionately as the tax benefits are
delivered to the tax credit investors and our obligation is relieved. Syndication fees and related costs are recognized in income upon completion of the
syndication effort. We recognize syndication fees in amounts determined based on a market rate analysis of fees for comparable services, which
generally fell within a range of 10% to 15% of investor contributions during the periods presented. Other direct and incremental costs incurred in
structuring these arrangements are deferred and amortized over the expected duration of the arrangement in proportion to the recognition of related
income. Investor contributions in excess of recognized revenue are reported as deferred income in our consolidated balance sheets.
During the year ended December 31, 2010, we recognized a net $1.0 million reduction of syndication fees due to our determination that certain
syndication fees receivable were uncollectible. We recognized no syndication fee income during the year ended December 31, 2009. During the year
ended December 31, 2008, we recognized syndication fee income of $3.4 million. During the years ended December 31, 2010, 2009 and 2008 we
recognized revenue associated with the delivery of tax benefits of $28.9 million, $36.6 million and $29.4 million, respectively. At December 31, 2010 and
2009, $114.7 million and $148.1 million, respectively, of investor contributions in excess of the recognized revenue were included in deferred income in
our consolidated balance sheets.
Discontinued Operations
We classify certain properties and related assets and liabilities as held for sale when they meet certain criteria. The operating results of such
properties as well as those properties sold during the periods presented are included in discontinued operations in both current periods and all
comparable periods presented. Depreciation is not recorded on properties once they have been classified as held for sale; however, depreciation
expense recorded prior to classification as held for sale is included in discontinued operations. The net gain on sale and any impairment losses are
presented in discontinued operations when recognized. See Note 13 for additional information regarding discontinued operations.
Derivative Financial Instruments
We primarily use long-term, fixed-rate and self-amortizing non-recourse debt to avoid, among other things, risk related to fluctuating interest
rates. For our variable rate debt, we are sometimes required by our lenders to limit our exposure to interest rate fluctuations by entering into interest
rate swap or cap agreements. The interest rate swap agreements moderate our exposure to interest rate risk by effectively converting the interest on
variable rate debt to a fixed rate. The interest rate cap agreements effectively limit our exposure to interest rate risk by providing a ceiling on the
underlying variable interest rate. The fair values of the interest rate swaps are reflected as assets or liabilities in the balance sheet, and periodic
changes in fair value are included in interest expense or equity, as appropriate. The interest rate caps are not material to our financial position or results
of operations.
As of December 31, 2010 and 2009, we had interest rate swaps with aggregate notional amounts of $52.3 million, and recorded fair values of
$2.7 million and $1.6 million, respectively, reflected in accrued liabilities and other in our consolidated balance sheets. At December 31, 2010, these
interest rate swaps had a weighted average term of 10.1 years. We have designated these interest rate swaps as cash flow hedges and
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recognize any changes in their fair value as an adjustment of accumulated other comprehensive income (loss) within equity to the extent of their
effectiveness. Changes in the fair value of these instruments and the related amounts of such changes that were reflected as an adjustment of
accumulated other comprehensive loss within equity and as an adjustment of earnings (ineffectiveness) are discussed in the foregoing Fair Value
Measurements section.
If the forward rates at December 31, 2010 remain constant, we estimate that during the next twelve months, we would reclassify into earnings
approximately $1.6 million of the unrealized losses in accumulated other comprehensive loss. If market interest rates increase above the 3.43% weighted
average fixed rate under these interest rate swaps we will benefit from net cash payments due to us from our counterparty to the interest rate swaps.
We have entered into total rate of return swaps on various fixed-rate secured tax-exempt bonds payable and fixed-rate notes payable to convert
these borrowings from a fixed rate to a variable rate and provide an efficient financing product to lower our cost of borrowing. In exchange for our
receipt of a fixed rate generally equal to the underlying borrowing’s interest rate, the total rate of return swaps require that we pay a variable rate,
equivalent to the Securities Industry and Financial Markets Association Municipal Swap Index, or SIFMA, rate for tax-exempt bonds payable and the
30-day LIBOR rate for notes payable, plus a risk spread. These swaps generally have a second or third lien on the property collateralized by the related
borrowings and the obligations under certain of these swaps are cross-collateralized with certain of the other swaps with a particular counterparty. The
underlying borrowings are generally callable at our option, with no prepayment penalty, with 30 days advance notice, and the swaps generally have a
term of less than five years. The total rate of return swaps have a contractually defined termination value generally equal to the difference between the
fair value and the counterparty’s purchased value of the underlying borrowings, which may require payment by us or to us for such difference.
Accordingly, we believe fluctuations in the fair value of the borrowings from the inception of the hedging relationship generally will be offset by a
corresponding fluctuation in the fair value of the total rate of return swaps.
We designate total rate of return swaps as hedges of the risk of overall changes in the fair value of the underlying borrowings. At each reporting
period, we estimate the fair value of these borrowings and the total rate of return swaps and recognize any changes therein as an adjustment of interest
expense. We evaluate the effectiveness of these fair value hedges at the end of each reporting period and recognize an adjustment of interest expense
as a result of any ineffectiveness.
Borrowings payable subject to total rate of return swaps with aggregate outstanding principal balances of $276.9 million and $352.7 million at
December 31, 2010 and 2009, respectively, are reflected as variable rate borrowings in Note 6. Due to changes in the estimated fair values of these debt
instruments and the corresponding total rate of return swaps, we increased the carrying amount of property loans payable by $4.8 million and
$5.2 million for the years ended December 31, 2010 and 2009, respectively, and reduced the carrying amount of property loans payable by $20.1 million
for the year ended December 31, 2008, with offsetting adjustments to the swap values in accrued liabilities, resulting in no net effect on net income.
Refer to the foregoing Fair Value Measurements section for further discussion of fair value measurements related to these arrangements. During 2010,
2009 and 2008, we determined these hedges were fully effective and accordingly we made no adjustments to interest expense for ineffectiveness.
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At December 31, 2010, the weighted average fixed receive rate under the total return swaps was 6.8% and the weighted average variable pay rate
was 1.6%, based on the applicable SIFMA and 30-day LIBOR rates effective as of that date. Further information related to our total return swaps as of
December 31, 2010 is as follows (dollars in millions):
Debt
Principal
Year of Debt
Maturity
$
$
29.2
24.0
93.0
106.1
12.1
12.5
276.9
2012
2015
2031
2036
2038
2048
Fair Value Measurements
Weighted
Average Debt
Interest Rate
7.5 %
6.9 %
7.4 %
6.2 %
5.5 %
6.5 %
Swap Notional
Amount
$
$
29.2
24.0
93.0
106.5
12.1
12.5
277.3
Year of
Swap
Maturity
2012
2012
2012
2012
2012
2012
Weighted Average Swap
Variable Pay Rate at
December 31,
2010
1.6 %
1.1 %
1.1 %
2.2 %
1.0 %
1.0 %
Beginning in 2008, we applied the FASB’s revised accounting provisions related to fair value measurements, which are codified in FASB ASC
Topic 820. These revised provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value
estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted
prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s
own data. We adopted the revised fair value measurement provisions that apply to recurring and nonrecurring fair value measurements of financial
assets and liabilities effective January 1, 2008, and the provisions that apply to the remaining fair value measurements effective January 1, 2009, and at
those times determined no transition adjustments were required.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and
includes three levels defined as follows:
Level 1 —
Level 2 —
Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets
Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the
asset or liability, either directly or indirectly, for substantially the full term of the financial instrument
Level 3 —
Unobservable inputs that are significant to the fair value measurement
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value
measurement.
Following are descriptions of the valuation methodologies used for our significant assets or liabilities measured at fair value on a recurring or
nonrecurring basis. Although some of the valuation methodologies use observable market inputs in limited instances, the majority of inputs we use are
unobservable and are therefore classified within Level 3 of the valuation hierarchy.
Real Estate
From time to time, we may be required to recognize an impairment loss to the extent the carrying amount of a property exceeds the
estimated fair value, for properties classified as held for use, or the estimated fair value, less estimated selling costs, for properties classified as
held for sale. Additionally, we are generally required to initially measure real estate recognized in connection with our consolidation of real estate
partnerships at fair value.
F-21
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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. For certain properties classified as held for sale, we may also recognize the impairment loss based on the contract sale price, which
we believe is representative of fair value, less estimated selling costs.
Notes Receivable
We assess the collectibility of notes receivable on a periodic basis, which assessment consists primarily of an evaluation of cash flow
projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the
contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in
accordance with the contractual terms of the loan. The amount of the impairment to be recognized generally is based on the fair value of the real
estate, which represents the primary source of loan repayment. The fair value of real estate is estimated through income and market valuation
approaches 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.
Interest Rate Swaps
We recognized interest rate swaps at their estimated fair value. We estimate the fair value of interest rate swaps 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.
Total Rate of Return Swaps
Our 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. Upon termination, we are required to pay the counterparty the difference if
the fair value is less than the purchased value, and the counterparty is required to pay us the difference if the fair value is greater than the
purchased value. The underlying borrowings are generally callable, at our option, at face value prior to maturity and with no prepayment penalty.
Due to our control of the call features in the underlying borrowings, we believe the inherent value of any differential between the fixed and
variable cash payments due under the swaps would be significantly discounted by a market participant willing to purchase or assume any rights
and obligations under these contracts.
The swaps are generally cross-collateralized with other swap contracts with the same counterparty and do not allow transfer or
assignment, thus there is no alternate or secondary market for these instruments. Accordingly, our assumptions about the fair value that a
willing market participant would assign in valuing these instruments are based on a hypothetical market in which the highest and best use of
these contracts is in-use in combination with the related borrowings, similar to how we use the contracts. Based on these assumptions, we
believe the termination value, or exit value, of the swaps approximates the fair value that would be assigned by a willing market participant. We
calculate the termination value 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. We compare our
estimates of the fair value of the swaps and related borrowings to the valuations provided by the counterparties on a quarterly basis.
Non-recourse Property Debt
We recognize changes in the fair value of the non-recourse property debt subject to total rate of return swaps discussed above, which we
have designated as fair value hedges. Additionally, we are generally required
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to initially measure non-recourse property debt recognized in connection with our consolidation of real estate partnerships at fair value.
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.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair
values. Furthermore, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different
methodologies or assumptions to determine the fair value of certain assets and liabilities could result in a different estimate of fair value at the
reporting date.
The table below presents amounts at December 31, 2010, 2009 and 2008 (and the changes in fair value between such dates) for significant items
measured in our consolidated balance sheets at fair value on a recurring basis (in thousands). Certain of these fair value measurements are based on
significant unobservable inputs classified within Level 3 of the valuation hierarchy. When a determination is made to classify a fair value measurement
within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value
measurement. However, Level 3 fair value measurements typically include, in addition to the unobservable or Level 3 components, observable
components that can be validated to observable external sources; accordingly, the changes in fair value in the table below are due in part to
observable factors that are part of the valuation methodology.
Fair value at December 31, 2008
Unrealized gains (losses) included in earnings(1)(2)
Realized gains (losses) included in earnings
Unrealized gains (losses) included in equity
Fair value at December 31, 2009
Unrealized gains (losses) included in earnings(1)(2)
Realized gains (losses) included in earnings
Unrealized gains (losses) included in equity
Fair value at December 31, 2010
Level 2
Level 3
Changes in Fair
Value of Debt
Subject to Total
Rate of Return
Swaps
Total Rate of
Return Swaps
$
$
$
(29,495 )
5,188
—
—
(24,307 )
4,765
—
—
(19,542 )
$
$
$
29,495
(5,188 )
—
—
24,307
(4,765 )
—
—
19,542
Interest
Rate
Swaps
$ (2,557 )
(447 )
—
1,408
$ (1,596 )
(45 )
—
(1,105 )
$ (2,746 )
Total
$ (2,557 )
(447 )
—
1,408
$ (1,596 )
(45 )
—
(1,105 )
$ (2,746 )
(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 consolidated statements of operations.
The table below presents information regarding significant amounts measured at fair value in our consolidated financial statements on a
nonrecurring basis during the years ended December 31, 2010 and 2009, all of which were based, in part, on significant unobservable inputs classified
within Level 3 of the valuation hierarchy (in thousands):
Real estate (impairment losses)(1)
Real estate (newly consolidated)(2)
Property debt (newly consolidated)(2)
Investment in Casden Properties LLC (Note 5)
2010
2009
Fair Value
Measurement
Gain (loss)
Fair Value
Measurement
Gain (loss)
$
62,111
117,083
83,890
—
$
(12,043 )
1,104
—
—
$
425,345
10,798
2,031
10,000
$
(48,542 )
—
—
(20,740 )
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(1) During the year ended December 31, 2010 and 2009, we reduced the aggregate carrying amounts of $74.2 million and $473.9 million, respectively,
for real estate assets classified as held for sale to their estimated fair value, less estimated costs to sell. These impairment losses recognized
generally resulted from a reduction in the estimated holding period for these assets. In periods prior to their classification as held for sale, we
evaluated the recoverability of their carrying amounts based on an analysis of the undiscounted cash flows over the then anticipated holding
period.
(2) In connection with our adoption of ASU 2009-17 (see preceding discussion of Variable Interest Entities) and reconsideration events during the
year ended December 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 equity (allocated between Aimco 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 year ended December 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 year ended
December 31, 2010. We recognized no similar gain as a result of our consolidation of partnerships during the year ended December 31, 2009.
Disclosures Regarding Fair Value of Financial Instruments
We believe that the aggregate fair value of our cash and cash equivalents, receivables, payables and short-term secured debt approximates their
aggregate carrying value at December 31, 2010, due to their relatively short-term nature and high probability of realization. We estimate fair value for
our notes receivable and debt instruments as discussed in the preceding Fair Value Measurements section The estimated aggregate fair value of our
notes receivable was approximately $126.0 million and $126.1 million at December 31, 2010 and 2009, respectively, as compared to carrying amounts of
$137.6 million and $139.6 million, respectively. See Note 5 for further information on notes receivable. The estimated aggregate fair value of our
consolidated debt (including amounts reported in liabilities related to assets held for sale) was approximately $5.6 billion and $5.7 billion at
December 31, 2010 and 2009, respectively, as compared to the carrying amounts of $5.5 billion and $5.7 billion, respectively. See Note 6 and Note 7 for
further details on our consolidated debt. Refer to Derivative Financial Instruments for further discussion regarding certain of our fixed rate debt that
is subject to total rate of return swap instruments.
Income Taxes
We have elected to be taxed as a REIT under the Code commencing with our taxable year ended December 31, 1994, and intend to continue to
operate in such a manner. Our current and continuing qualification as a REIT depends on our ability to meet the various requirements imposed by the
Code, which are related to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned
assets and categories of income. If we qualify for taxation as a REIT, we will generally not be subject to United States Federal corporate income tax on
our taxable income that is currently distributed to stockholders. This treatment substantially eliminates the “double taxation” (at the corporate and
stockholder levels) that generally results from an investment in a corporation.
Even if we qualify as a REIT, we may be subject to United States Federal income and excise taxes in various situations, such as on our
undistributed income. We also will be required to pay a 100% tax on any net income on non-arms length transactions between us and a TRS (described
below) and on any net income from sales of property that was property held for sale to customers in the ordinary course. We and our stockholders
may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business or our stockholders
reside. In addition, we could also be subject to the alternative minimum tax, or AMT, on our items of tax preference. The state and local tax laws may
not conform to the United States Federal income tax treatment. Any taxes imposed on us reduce our operating cash flow and net income.
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Certain of our operations or a portion thereof, including property management, asset management and risk management, are conducted through
taxable REIT subsidiaries, which are subsidiaries of the Aimco Operating Partnership, and each of which we refer to as a TRS. A TRS is a C-
corporation that has not elected REIT status and as such is subject to United States Federal corporate income tax. We use TRS entities to facilitate our
ability to offer certain services and activities to our residents and investment partners that cannot be offered directly by a REIT. We also use TRS
entities to hold investments in certain properties.
For our TRS entities, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for Federal income tax purposes, and are measured using the enacted tax rates and laws that are expected to
be in effect when the differences reverse. We reduce deferred tax assets by recording a valuation allowance when we determine based on available
evidence that it is more likely than not that the assets will not be realized. We recognize the tax consequences associated with intercompany transfers
between the REIT and TRS entities when the related assets are sold to third parties, impaired or otherwise disposed of for financial reporting purposes.
In March 2008, we were notified by the Internal Revenue Service that it intended to examine the 2006 Federal tax return for the Aimco Operating
Partnership. During June 2008, the IRS issued AIMCO-GP, Inc., the general and tax matters partner of the Aimco Operating Partnership, a summary
report including the IRS’s proposed adjustments to the Aimco Operating Partnership’s 2006 Federal tax return. In addition, in May 2009, we were
notified by the IRS that it intended to examine the 2007 Federal tax return for the Aimco Operating Partnership. During November 2009, the IRS issued
AIMCO-GP, Inc. a summary report including the IRS’s proposed adjustments to the Aimco Operating Partnership’s 2007 Federal tax return. The matter
is currently pending administratively before IRS Appeals and the IRS has made no determination. We do not expect the 2006 or 2007 proposed
adjustments to have any material effect on our unrecognized tax benefits, financial condition or results of operations.
Concentration of Credit Risk
Financial instruments that potentially could subject us to significant concentrations of credit risk consist principally of notes receivable and total
rate of return swaps. Approximately $89.3 million of our notes receivable, or 1.2% of the carrying amount of our total assets, at December 31, 2010, are
collateralized by 84 buildings with 1,596 residential units in the West Harlem area of New York City. There are no other significant concentrations of
credit risk with respect to our notes receivable due to the large number of partnerships that are borrowers under the notes and the geographic
diversification of the properties that serve as the primary source of repayment of the notes.
At December 31, 2010, we had total rate of return swap positions with two financial institutions totaling $277.3 million. We periodically evaluate
counterparty credit risk associated with these arrangements. At the current time, we have concluded we do not have material exposure. In the event
either counterparty were to default under these arrangements, loss of the net interest benefit we generally receive under these arrangements, which is
equal to the difference between the fixed rate we receive and the variable rate we pay, may adversely impact our results of operations and operating
cash flows.
Comprehensive Income or Loss
As discussed in the Derivative Financial Instruments section, we recognize changes in the fair value of our cash flow hedges as changes in
accumulated other comprehensive loss within equity. For the years ended December 31, 2010 and 2009, before the effects of noncontrolling interests,
our consolidated comprehensive loss totaled $90.7 million and $43.4 million, respectively, and for the year ended December 31, 2008, our consolidated
comprehensive income totaled $624.9 million.
Earnings per Share
We calculate earnings per share based on the weighted average number of shares of Common Stock, common stock equivalents, participating
securities and other potentially dilutive securities outstanding during the period (see Note 14).
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Use of Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts included in the financial statements and accompanying notes thereto. Actual results could differ from those estimates.
Reclassifications and Adjustments
Certain items included in the 2009 and 2008 financial statements have been reclassified to conform to the current presentation, including
adjustments for discontinued operations.
During the three months ended March 31, 2010, we reduced the investment and noncontrolling interest balances for certain of our consolidated
partnerships by $38.7 million related to excess amounts allocated to the investments upon our consolidation of such partnerships.
NOTE 3 — Real Estate and Partnership Acquisitions and Other Significant Transactions
Real Estate Acquisitions
During the years ended December 31, 2010 and 2009, we did not acquire any significant real estate properties.
During the year ended December 31, 2008, we acquired three conventional properties with a total of 470 units, located in San Jose, California,
Brighton, Massachusetts and Seattle, Washington. The aggregate purchase price of $111.5 million, excluding transaction costs, was funded using
$39.0 million in proceeds from property loans, $41.9 million in tax-free exchange proceeds (provided by 2008 real estate dispositions) and the remainder
in cash.
Acquisitions of Noncontrolling Partnership Interests
During the year ended December 31, 2010, we acquired the remaining noncontrolling limited partnership interests in two consolidated
partnerships, in which our affiliates serve as general partner, for total consideration of $19.9 million. This consideration consisted of $12.5 million in
cash, $6.9 million in common OP Units and $0.5 million of other consideration. We also acquired for $1.8 million additional noncontrolling interests in a
consolidated partnership for $1.2 million in cash and other consideration. We recognized the $27.4 million excess of the consideration paid over the
carrying amount of the noncontrolling interests acquired as an adjustment of additional paid-in capital within Aimco equity. During the years ended
December 31, 2009 and 2008, we did not acquire any significant noncontrolling limited partnership interests.
Disposition of Unconsolidated Real Estate and Other
During the year ended December 31, 2010, we recognized $10.7 million in net gains on disposition of unconsolidated real estate and other. These
gains were primarily related to sales of investments held by partnerships we consolidated in accordance with our adoption of ASU 2009-17 (see
Note 2) and in which we generally hold a nominal general partner interest. Accordingly, these gains were primarily attributed to the noncontrolling
interests in these partnerships.
During the year ended December 31, 2009, we recognized $21.6 million in net gains on disposition of unconsolidated real estate and other. Gains
recognized in 2009 primarily consist of $8.6 million related to our receipt in 2009 of additional proceeds related to our disposition during 2008 of one of
the partnership interests (discussed below), $4.0 million from the disposition of our interest in a group purchasing organization (discussed below),
$5.5 million from our disposition of interests in unconsolidated real estate partnerships and $3.5 million of net gains related to various other
transactions.
During the year ended December 31, 2008, we recognized $97.4 million in net gains on disposition of unconsolidated real estate and other, which
primarily consisted of a $98.4 million gain recognized on the disposal of our interests in unconsolidated real estate partnerships that owned two
properties with 671 units.
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Sale of Interest in Group Purchasing Organization
During 2009, we sold our interest in an unconsolidated group purchasing organization to an unrelated entity for $5.9 million, resulting in the
recognition of a gain on sale of $4.0 million, which is included in gain on disposition of unconsolidated real estate and other in our consolidated
statement of operations for the year ended December 31, 2009. This gain was partially offset by a $1.0 million provision for income tax. We also had a
note receivable from another principal in the group purchasing organization, which was collateralized by its equity interest in the entity. In connection
with the sale of our interest, we reevaluated collectibility of the note receivable and reversed $1.4 million of previously recognized impairment losses,
which is reflected in provision for losses on notes receivable, net in our consolidated statement of operations for the year ended December 31, 2009.
During the year ended December 31, 2010, we received payment of the remaining outstanding $1.6 million balance on the note.
Casualty Loss Related to Tropical Storm Fay and Hurricane Ike
During 2008, Tropical Storm Fay and Hurricane Ike caused severe damage to certain of our properties located primarily in Florida and Texas,
respectively. We incurred total losses of approximately $33.9 million, including property damage replacement costs and clean-up costs. After
consideration of estimated third party insurance proceeds and the noncontrolling interest partners’ share of losses for consolidated real estate
partnerships, the net effect of these casualties on net income available to Aimco common stockholders was a loss of approximately $5.0 million.
Restructuring Costs
In connection with 2008 property sales and an expected reduction in redevelopment and transactional activities, during the three months ended
December 31, 2008, we initiated an organizational restructuring program that included reductions in workforce and related costs, reductions in leased
corporate facilities and abandonment of certain redevelopment projects and business pursuits. This restructuring effort resulted in a restructuring
charge of $22.8 million, which consisted of: severance costs of $12.9 million; unrecoverable lease obligations of $6.4 million related to space that we will
no longer use; and the write-off of deferred transaction costs totaling $3.5 million associated with certain acquisitions and redevelopment
opportunities that we will no longer pursue. We completed the workforce reductions by March 31, 2009.
During 2009, in connection with continued repositioning of our portfolio, we completed additional organizational restructuring activities that
included reductions in workforce and related costs and the abandonment of additional leased corporate facilities and redevelopment projects. Our 2009
restructuring activities resulted in a restructuring charge of $11.2 million, which consisted of severance costs and personnel related costs of
$7.0 million; unrecoverable lease obligations of $2.6 million related to space that we will no longer use; the write-off of deferred costs totaling $0.9
million associated with certain redevelopment opportunities that we will no longer pursue; and $0.7 million in other costs.
As of December 31, 2010 and 2009, the remaining accruals associated with these restructuring activities were $4.7 million and $6.9 million,
respectively, for estimated unrecoverable lease obligations, which will be paid over the remaining terms of the affected leases, and at December 31,
2009, we had $4.7 million accrued for severance and personnel related costs, which were paid during the first quarter of 2010.
NOTE 4 —
Investments in Unconsolidated Real Estate Partnerships
We owned general and limited partner interests in unconsolidated real estate partnerships owning approximately 173, 77 and 85 properties at
December 31, 2010, 2009 and 2008, respectively. We acquired these interests through various transactions, including large portfolio acquisitions and
offers to individual limited partners. Our total ownership interests in these unconsolidated real estate partnerships typically ranges from less than 1%
to 50% and in some instances may exceed 50%.
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The following table provides selected combined financial information for the unconsolidated real estate partnerships in which we had
investments accounted for under the equity method as of and for the years ended December 31, 2010, 2009 and 2008 (in thousands):
Real estate, net of accumulated depreciation
Total assets
Secured and other notes payable
Total liabilities
Partners’ deficit
Rental and other property revenues
Property operating expenses
Depreciation expense
Interest expense
(Impairment losses)/Gain on sale, net
Net income (loss)
2010
2009
2008
$ 624,913
676,373
494,967
726,480
(50,107 )
145,598
(93,521 )
(36,650 )
(40,433 )
(29,316 )
(58,274 )
$ 95,226
122,543
101,678
145,637
(23,094 )
55,366
(34,497 )
(10,302 )
(11,103 )
8,482
6,622
$ 122,788
155,444
122,859
175,681
(20,237 )
69,392
(42,863 )
(12,640 )
(17,182 )
5,391
1,398
The increase in the number of partnerships we account for using the equity method and the related selected combined financial information for
such partnerships is primarily attributed to our adoption of ASU 2009-17 (see Note 2), pursuant to which we consolidated 18 investment partnerships
that hold investments in other unconsolidated real estate partnerships. Prior to our consolidation of these investment partnerships, we had no
recognized basis in the investment partnerships’ investments in the unconsolidated real estate partnerships and accounted for our indirect interests in
these partnerships using the cost method. We generally hold a nominal general partnership interest in these investment partnerships and substantially
all of the assets and liabilities of these investment partnerships are attributed to the noncontrolling interests in such entities.
As a result of our acquisition of interests in unconsolidated real estate partnerships at a cost in excess of the historical carrying amount of the
partnerships’ net assets and our consolidation of investment partnerships and their investments in unconsolidated real estate partnerships at fair
values that may exceed the historical carrying amount of the unconsolidated partnerships’ net assets, our aggregate investment in unconsolidated
partnerships at December 31, 2010 and 2009 of $59.3 million and $105.3 million, respectively, exceeds our share of the underlying historical partners’
deficit of the partnerships by approximately $63.0 million and $109.5 million, respectively.
NOTE 5 — Notes Receivable
The following table summarizes our notes receivable at December 31, 2010 and 2009 (in thousands):
2010
2009
Unconsolidated
Real Estate
Partnerships
Non-
Affiliates
Total
Unconsolidated
Real Estate
Partnerships
Non-
Affiliates
Total
Par value notes
Discounted notes
Allowance for loan losses
Total notes receivable
Face value of discounted notes
$
$
$
17,899 $
10,821 $
980
(905 )
28,720
146,868
145,888
(37,966 )
(37,061 )
10,896 $ 126,726 $ 137,622
31,755 $ 158,621 $ 190,376
$
$
$
20,862 $
32,215
11,353 $
146,563
141,468
5,095
(2,153 )
(39,214 )
(37,061 )
14,295 $ 125,269 $ 139,564
37,709 $ 155,848 $ 193,557
Included in notes receivable from unconsolidated real estate partnerships at December 31, 2010 and 2009, are $2.3 million and $2.4 million,
respectively, in notes that were secured by interests in real estate or interests in real estate partnerships. We earn interest on these secured notes
receivable at an annual interest rate of 12.0%.
Included in the notes receivable from non-affiliates at December 31, 2010 and 2009, are $103.9 million and $102.2 million, respectively, in notes
that were secured by interests in real estate or interests in real estate
F-28
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partnerships. We earn interest on these secured notes receivable at various annual interest rates ranging between 3.5% and 12.0% and averaging
4.1%.
Notes receivable from non-affiliates at December 31, 2010 and 2009, include notes receivable totaling $89.3 million and $87.4 million, respectively,
from certain entities (the “borrowers”) that are wholly owned by a single individual. We originated these notes in November 2006 pursuant to a loan
agreement that provides for total funding of approximately $110.0 million, including $16.4 million for property improvements and an interest reserve, of
which $3.8 million had not been funded as of December 31, 2010. The notes mature in November 2016, bear interest at LIBOR plus 2.0%, are partially
guaranteed by the owner of the borrowers, and are collateralized by second mortgages on 84 buildings containing 1,596 residential units and 43
commercial spaces in West Harlem, New York City. In conjunction with the loan agreement, we entered into a purchase option and put agreement with
the borrowers under which we may purchase some or all of the buildings and, subject to achieving specified increases in rental income, the borrowers
may require us to purchase the buildings (see Note 8). We determined that the stated interest rate on the notes on the date the loan was originated was
a below-market interest rate and recorded a $19.4 million discount to reflect the estimated fair value of the notes based on an estimated market interest
rate of LIBOR plus 4.0%. The discount was determined to be attributable to our real estate purchase option, which we recorded separately in other
assets. Accretion of this discount, which is included in interest income in our consolidated statements of operations, totaled $0.9 million in 2010,
$0.9 million in 2009 and $0.7 million in 2008. The value of the purchase option asset will be included in the cost of properties acquired pursuant to the
option or otherwise be charged to expense. We determined that the borrowers are VIEs and, based on qualitative and quantitative analysis, determined
that the individual who owns the borrowers and partially guarantees the notes is the primary beneficiary.
As part of the March 2002 acquisition of Casden Properties, Inc., we invested $50.0 million for a 20% passive interest in Casden Properties LLC,
an entity organized to acquire, re-entitle and develop land parcels in Southern California. Based upon the profit allocation agreement, we account for
this investment as a note receivable from a non-affiliate and through 2008 were amortizing the discounted value of the investment to the $50.0 million
previously estimated to be collectible, through the initial dissolution date of the entity. As a result of a declines in land values in Southern California,
we determined our recorded investment amount was not fully recoverable, and accordingly recognized impairment losses of $20.7 million ($12.4 million
net of tax) during the three months ended December 31, 2009 and $16.3 million ($10.0 million net of tax) during the three months ended December 31,
2008.
The activity in the allowance for loan losses related to our notes receivable from unconsolidated real estate partnerships and non-affiliates, in
total for both par value notes and discounted notes, for the years ended December 31, 2010 and 2009, is as follows (in thousands):
Balance at December 31, 2008
Provisions for losses on notes receivable
Recoveries of losses on notes receivable
Provisions for impairment loss on investment in Casden Properties LLC
Write offs charged against allowance
Net reductions due to consolidation of real estate partnerships and property dispositions
Balance at December 31, 2009
Provisions for losses on notes receivable
Recoveries of losses on notes receivable
Write offs charged against allowance
Net reductions due to consolidation of real estate partnerships and property dispositions
Balance at December 31, 2010
F-29
Unconsolidated
Real Estate
Partnerships
Non-
Affiliates
$
$
$
(4,863 )
(2,231 )
—
—
4,367
574
(2,153 )
(304 )
116
639
797
(905 )
$
$
$
(17,743 )
—
1,422
(20,740 )
—
—
(37,061 )
(220 )
—
220
—
(37,061 )
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In addition to the provisions shown above, during the year ended December 31, 2010, we wrote off $0.5 million of receivables that were not
reserved through the allowance.
Additional information regarding our par value notes and discounted notes impaired during the years ended December 31, 2010 and 2009 is
presented in the table below (in thousands):
Par value notes:
Allowance for losses recognized
Carrying amounts of loans prior to impairments
Average recorded investment in impaired loans
Interest income recognized related to impaired loans
Discounted notes:
Allowance for losses recognized
Carrying amounts of loans prior to impairments
Average recorded investment in impaired loans
Interest income recognized related to impaired loans
2010
2009
$ (796 )
1,115
1,255
75
$ (110 )
110
538
—
$ (1,158 )
3,819
7,589
84
$ (996 )
1,580
3,503
—
The remaining $27.0 million of our par value notes receivable at December 31, 2010, is estimated to be collectible and, therefore, interest income
on these par value notes is recognized as earned. Of our total par value notes outstanding at December 31, 2010, notes with balances of $17.5 million
have stated maturity dates and the remainder have no stated maturity date and are governed by the terms of the partnership agreements pursuant to
which the loans were extended. At December 31, 2010, none of the par value notes with stated maturity dates were past due. The information in the
table above regarding our discounted notes excludes the impairment related to our investment in Casden Properties LLC. No interest income has been
recognized on our investment in Casden Properties LLC following the initial impairment recognized during 2008.
In addition to the interest income recognized on impaired loans shown above, we recognized interest income, including accretion, of $7.7 million,
$5.8 million and $9.2 million for the years ended December 31, 2010, 2009 and 2008, respectively, related to our remaining notes receivable.
NOTE 6 — Non-Recourse Property Tax-Exempt Bond Financings, Non-Recourse Property Loans Payable and Other Borrowings
We finance our properties primarily using long-dated, fixed-rate debt that is collateralized by the underlying real estate properties and is non-
recourse to us. The following table summarizes our property tax-exempt bond financings related to properties classified as held for use at December 31,
2010 and 2009 (in thousands):
Fixed rate property tax-exempt bonds payable
Variable rate property tax-exempt bonds payable
Total
Weighted Average
Interest Rate
2010
Principal Outstanding
2009
2010
5.72 %
1.29 %
$ 140,111
374,395
$ 514,506
$ 140,995
433,931
$ 574,926
Fixed rate property tax-exempt bonds payable mature at various dates through January 2050. Variable rate property tax-exempt bonds payable
mature at various dates through July 2033. Principal and interest on these bonds are generally payable in semi-annual installments with balloon
payments due at maturity. Certain of our property tax-exempt bonds at December 31, 2010, are remarketed periodically by a remarketing agent to
maintain a variable yield. If the remarketing agent is unable to remarket the bonds, then the remarketing agent can put the bonds to us. We believe that
the likelihood of this occurring is remote. At December 31, 2010, our property tax-exempt bond financings related to properties classified as held for use
were secured by 38 properties with a combined net book value of $722.0 million. At December 31, 2010, property tax-exempt bonds payable with a
weighted average fixed rate of 6.7% have been converted to a weighted average variable rate of 1.6% using total rate of return swaps that
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Table of Contents
mature during 2012. These property tax-exempt bonds payable are presented above as variable rate debt at their carrying amounts, or fair value, of
$229.1 million. See Note 2 for further discussion of our total rate of return swap arrangements.
The following table summarizes our property loans payable related to properties classified as held for use at December 31, 2010 and 2009 (in
thousands):
Fixed rate property notes payable
Variable rate property notes payable
Secured notes credit facility
Total
Weighted Average
Interest Rate
2010
Principal Outstanding
2010
2009
5.90 %
2.86 %
1.04 %
$
$
4,855,871
73,852
13,554
4,943,277
$
$
4,672,254
75,685
13,554
4,761,493
Fixed rate property notes payable mature at various dates through December 2049. Variable rate property notes payable mature at various dates
through November 2030. Principal and interest are generally payable monthly or in monthly interest-only payments with balloon payments due at
maturity. At December 31, 2010, our property notes payable related to properties classified as held for use were secured by 350 properties with a
combined net book value of $5,721.9 million. In connection with our 2010 adoption of ASU 2009-17(see Note 2), we consolidated and deconsolidated
various partnerships, which resulted in a net increase in property loans payable of approximately $61.2 million as compared to 2009. The remainder of
the increase in property loans payable during the year is primarily due to refinancing activities. At December 31, 2010, property loans payable with a
weighted average fixed rate of 7.5% have been converted to a weighted average variable rate of 1.6% using total rate of return swaps that mature
during 2012, which is the same year the notes payable mature. These property loans payable are presented above as variable rate debt at their carrying
amounts, or fair value, of $28.7 million. See Note 2 for further discussion of our total rate of return swap arrangements.
At December 31, 2009, we had a secured revolving credit facility with a major life company that provided for borrowings of up to $200.0 million.
During 2010, the credit facility was modified to reduce allowed borrowings to the then outstanding borrowings and to remove the option for new loans
under the facility. During 2010, we also exercised an option to extend the maturity date to October 2011 for a nominal fee. At December 31, 2010,
outstanding borrowings of $13.6 million related to properties classified as held for use are included in 2012 maturities below based on a remaining one-
year extension option for nominal cost.
Our consolidated debt instruments generally contain covenants common to the type of facility or borrowing, including financial covenants
establishing minimum debt service coverage ratios and maximum leverage ratios. At December 31, 2010, we were in compliance with all financial
covenants pertaining to our consolidated debt instruments.
Other borrowings totaled $47.0 million and $53.1 million at December 31, 2010 and 2009, respectively. We classify within other borrowings notes
payable that do not have a collateral interest in real estate properties but for which real estate serves as the primary source of repayment. These
borrowings are generally non-recourse to us. At December 31, 2010, other borrowings includes $38.5 million in fixed rate obligations with interest rates
ranging from 4.5% to 10.0% and $8.5 million in variable rate obligations bearing interest at the prime rate plus 1.75%. The maturity dates for other
borrowings range from 2011 to 2014, although certain amounts are due upon occurrence of specified events, such as property sales.
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Table of Contents
As of December 31, 2010, the scheduled principal amortization and maturity payments for our property tax-exempt bonds, property notes payable
and other borrowings related to properties in continuing operations are as follows (in thousands):
2011
2012
2013
2014
2015
Thereafter
Amortization
Maturities
Total
$
100,162
101,864
100,995
87,292
83,893
$ 188,828
454,229
329,308
375,505
394,649
$
$
288,990
556,093
430,303
462,797
478,542
3,288,076
5,504,801
Amortization for 2011, 2012 and 2013 in the table above includes $6.5 million, $5.9 million and $9.6 million, respectively, and maturities for 2011,
2012 and thereafter includes $13.3 million, $11.1 million and $0.6 million, respectively, related to other borrowings at December 31, 2010.
NOTE 7 — Credit Agreement and Term Loan
We have an Amended and Restated Senior Secured Credit Agreement, as amended, with a syndicate of financial institutions, which we refer to
as the Credit Agreement. In addition to Aimco, the Aimco Operating Partnership and an Aimco subsidiary are also borrowers under the Credit
Agreement.
As of December 31, 2010, the Credit Agreement consisted of $300.0 million of revolving loan commitments (an increase of $120.0 million from the
revolving commitments at December 31, 2009). As of December 31, 2009, the Credit Agreement consisted of aggregate commitments of $270.0 million,
consisting of the $90.0 million outstanding balance on our term loan and $180.0 million of revolving commitments. During 2010, we repaid in full the
remaining balance on the term loan.
Borrowings under the revolving credit facility bear interest based on a pricing grid determined by leverage (either at LIBOR plus 4.25% with a
LIBOR floor of 1.50% or, at our option, a base rate equal to the Prime rate plus a spread of 3.00%). The revolving credit facility matures May 1, 2013,
and may be extended for an additional year, subject to certain conditions, including payment of a 35.0 basis point fee on the total revolving
commitments. As of December 31, 2010, we had the capacity to borrow $260.3 million pursuant to our credit facility (after giving effect to $39.7 million
outstanding for undrawn letters of credit).
The Credit Agreement includes customary financial covenants, including the maintenance of specified ratios with respect to total indebtedness
to gross asset value, total secured indebtedness to gross asset value, aggregate recourse indebtedness to gross asset value, variable rate debt to total
indebtedness, debt service coverage and fixed charge coverage; the maintenance of a minimum adjusted tangible net worth; and limitations regarding
the amount of cross-collateralized debt. The Credit Agreement includes other customary covenants, including a restriction on distributions and other
restricted payments, but permits distributions during any four consecutive fiscal quarters in an aggregate amount of up to 95% of our funds from
operations for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain our REIT status. We were in
compliance with all such covenants as of December 31, 2010.
The lenders under the Credit Agreement may accelerate any outstanding loans if, among other things: we fail to make payments when due
(subject to applicable grace periods); material defaults occur under other debt agreements; certain bankruptcy or insolvency events occur; material
judgments are entered against us; we fail to comply with certain covenants, such as the requirement to deliver financial information or the requirement
to provide notices regarding material events (subject to applicable grace periods in some cases); indebtedness is incurred in violation of the
covenants; or prohibited liens arise.
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NOTE 8 — Commitments and Contingencies
Commitments
We did not have any significant commitments related to our redevelopment activities at December 31, 2010. We enter into certain commitments
for future purchases of goods and services in connection with the operations of our properties. Those commitments generally have terms of one year
or less and reflect expenditure levels comparable to our historical expenditures.
As discussed in Note 5, we have committed to fund an additional $3.8 million in loans on certain properties in West Harlem in New York City. In
certain circumstances, the obligor under these notes has the ability to put properties to us, which would result in a cash payment of approximately
$30.6 million and the assumption of approximately $118.6 million in property debt. The ability to exercise the put is dependent upon the achievement of
specified thresholds by the current owner of the properties.
As discussed in Note 11, we have a potential obligation to repurchase $20.0 million in liquidation preference of our Series A Community
Reinvestment Act Preferred Stock for $14.0 million.
Tax Credit Arrangements
We are required to manage certain consolidated real estate partnerships in compliance with various laws, regulations and contractual provisions
that apply to our historic and low-income housing tax credit syndication arrangements. In some instances, noncompliance with applicable
requirements could result in projected tax benefits not being realized and require a refund or reduction of investor capital contributions, which are
reported as deferred income in our consolidated balance sheet, until such time as our obligation to deliver tax benefits is relieved. The remaining
compliance periods for our tax credit syndication arrangements range from less than one year to 15 years. We do not anticipate that any material
refunds or reductions of investor capital contributions will be required in connection with these arrangements.
Legal Matters
In addition to the matters described below, we are a party to various legal actions and administrative proceedings arising in the ordinary course
of business, some of which are covered by our general liability insurance program, and none of which we expect to have a material adverse effect on
our consolidated financial condition, results of operations or cash flows.
Limited Partnerships
In connection with our acquisitions of interests in real estate partnerships and our role as general partner in certain real estate partnerships, we
are sometimes subject to legal actions, including allegations that such activities may involve breaches of fiduciary duties to the partners of such real
estate partnerships or violations of the relevant partnership agreements. We may incur costs in connection with the defense or settlement of such
litigation. We believe that we comply with our fiduciary obligations and relevant partnership agreements. Although the outcome of any litigation is
uncertain, we do not expect any such legal actions to have a material adverse effect on our consolidated financial condition, results of operations or
cash flows.
Environmental
Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation,
of certain potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based
fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible
for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect
occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with
investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection
therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury,
F-33
Table of Contents
disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a
licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws.
These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with
the ownership, operation and management of properties, we could potentially be responsible for environmental liabilities or costs associated with our
properties or properties we acquire or manage in the future.
We have determined that our legal obligations to remove or remediate certain potentially hazardous materials may be conditional asset retirement
obligations, as defined in GAAP. Except in limited circumstances where the asset retirement activities are expected to be performed in connection with
a planned construction project or property casualty, we believe that the fair value of our asset retirement obligations cannot be reasonably estimated
due to significant uncertainties in the timing and manner of settlement of those obligations. Asset retirement obligations that are reasonably estimable
as of December 31, 2010, are immaterial to our consolidated financial condition, results of operations and cash flows.
Operating Leases
We are obligated under non-cancelable operating leases for office space and equipment. In addition, we sublease certain of our office space to
tenants under non-cancelable subleases. Approximate minimum annual rentals under operating leases and approximate minimum payments to be
received under annual subleases are as follows (in thousands):
2011
2012
2013
2014
2015
Thereafter
Total
Operating Lease
Obligations
Sublease
Receivables
$
$
6,334
4,399
1,381
925
511
850
14,400
$
$
785
658
205
—
—
—
1,648
Substantially all of the office space subject to the operating leases described above is for the use of our corporate offices and area operations.
Rent expense recognized totaled $6.6 million, $7.7 million and $10.2 million for the years ended December 31, 2010, 2009 and 2008, respectively.
Sublease receipts that offset rent expense totaled approximately $1.6 million, $0.7 million and $0.7 million for the years ended December 31, 2010, 2009
and 2008, respectively.
As discussed in Note 3, during the years ended December 31, 2009 and 2008, we commenced restructuring activities pursuant to which we
vacated certain leased office space for which we remain obligated. In connection with the restructurings, we accrued amounts representing the
estimated fair value of certain lease obligations related to space we are no longer using, reduced by estimated sublease amounts. At December 31,
2010, approximately $4.7 million related to the above operating lease obligations was included in accrued liabilities related to these estimates.
Additionally, during January 2011, we provided notice of our intent to terminate one of the leases included in the table above effective March 31,
2012, and we paid the required lease termination payment of approximately $1.3 million. Obligations shown in the table above reflect our revised
obligations following the lease buyout.
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Table of Contents
NOTE 9 —
Income Taxes
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities of the taxable REIT
subsidiaries for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax liabilities and
assets are as follows (in thousands):
Deferred tax liabilities:
Partnership differences
Depreciation
Deferred revenue
Total deferred tax liabilities
Deferred tax assets:
Net operating, capital and other loss carryforwards
Provision for impairments on real estate assets
Receivables
Accrued liabilities
Accrued interest expense
Intangibles — management contracts
Tax credit carryforwards
Equity compensation
Other
Total deferred tax assets
Valuation allowance
Net deferred income tax assets
2010
2009
$
$
26,033
1,212
11,975
39,220
$ 32,565
2,474
14,862
$ 49,901
$
41,511
33,321
8,752
6,648
2,220
1,273
7,181
900
159
101,965
(4,009 )
58,736
$
$ 37,164
33,321
3,094
9,272
—
1,911
6,949
1,463
929
94,103
(2,187 )
$ 42,015
At December 31, 2010, we increased the valuation allowance for our deferred tax assets by $1.8 million for certain state net operating losses as
well as certain low income housing credits based on a determination that it was more likely than not that such assets will not be realized prior to their
expiration.
A reconciliation of the beginning and ending balance of our unrecognized tax benefits is presented below (in thousands):
Balance at January 1
Additions based on tax positions related to prior years
Reductions based on tax positions related to prior years
Balance at December 31
2010
2009
2008
$ 3,079
992
—
$ 4,071
$ 3,080
—
(1 )
$ 3,079
$ 2,965
115
—
$ 3,080
We do not anticipate any material changes in existing unrecognized tax benefits during the next 12 months. Because the statute of limitations has
not yet elapsed, our Federal income tax returns for the year ended December 31, 2007, and subsequent years and certain of our State income tax returns
for the year ended December 31, 2005, and subsequent years are currently subject to examination by the Internal Revenue Service or other tax
authorities. Approximately $3.3 million of the unrecognized tax benefit, if recognized, would affect the effective tax rate. As discussed in Note 2, the IRS
has issued us summary reports including its proposed adjustments to the Aimco Operating Partnership’s 2007 and 2006 Federal tax returns. We do not
expect the proposed adjustments to have any material effect on our unrecognized tax benefits, financial condition or results of operations. Our policy
is to include interest and penalties related to income taxes in income taxes in our consolidated statements of operations.
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Table of Contents
In accordance with the accounting requirements for stock-based compensation, we may recognize tax benefits in connection with the exercise of
stock options by employees of our taxable subsidiaries and the vesting of restricted stock awards. During the years ended December 31, 2010 and
2009, we had no excess tax benefits from employee stock option exercises and vested restricted stock awards.
Significant components of the provision (benefit) for income taxes are as follows and are classified within income tax benefit in continuing
operations and income from discontinued operations, net in our statements of operations for the years ended December 31, 2010, 2009 and 2008 (in
thousands):
Current:
Federal
State
Total current
Deferred:
Federal
State
Total deferred
Total benefit
Classification:
Continuing operations
Discontinued operations
2010
2009
2008
$
$
—
1,395
1,395
(10,912 )
(1,380 )
(12,292 )
(10,897 )
$
$
(18,433 )
7,536
$
$
$
$
(1,910 )
3,992
2,082
(17,320 )
(3,988 )
(21,308 )
(19,226 )
(17,487 )
(1,739 )
$
$
$
$
8,678
2,415
11,093
(22,115 )
(2,386 )
(24,501 )
(13,408 )
(56,574 )
43,166
Consolidated losses subject to tax, consisting of pretax income or loss of our taxable REIT subsidiaries and gains or losses on certain property
sales that are subject to income tax under section 1374 of the Internal Revenue Code, for the years ended December 31, 2010, 2009 and 2008 totaled
$50.3 million, $40.6 million and $81.8 million, respectively. The reconciliation of income tax attributable to continuing and discontinued operations
computed at the U.S. statutory rate to income tax benefit is shown below (dollars in thousands):
Tax at U.S. statutory rates on consolidated loss subject to tax
State income tax, net of Federal tax benefit
Effect of permanent differences
Tax effect of intercompany transfers of assets between the REIT and
taxable REIT subsidiaries(1)
Write-off of excess tax basis
Increase in valuation allowance
2010
2009
2008
Amount
Percent
Amount
Percent
Amount
Percent
$ (17,622 )
14
(673 )
35.0 %
—
1.3 %
$ (14,221 )
(2,183 )
127
35.0 %
5.4 %
(0.3 )%
$ (28,632 )
29
215
35.0 %
—
(0.3 )%
5,694
(132 )
1,822
$ (10,897 )
(11.3 )%
0.3 %
(3.6 )%
21.7 %
(4,759 )
(377 )
2,187
$ (19,226 )
11.7 %
0.9 %
(5.4 )%
47.3 %
15,059
(79 )
—
$ (13,408 )
(18.4 )%
0.1 %
—
16.4 %
(1) Includes the effect of assets contributed by the Aimco Operating Partnership to taxable REIT subsidiaries, for which deferred tax expense or
benefit was recognized upon the sale or impairment of the asset by the taxable REIT subsidiary.
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Income taxes paid totaled approximately $1.9 million, $4.6 million and $13.8 million in the years ended December 31, 2010, 2009 and 2008,
respectively.
At December 31, 2010, we had net operating loss carryforwards, or NOLs, of approximately $73.7 million for income tax purposes that expire in
years 2027 to 2030. Subject to certain separate return limitations, we may use these NOLs to offset all or a portion of taxable income generated by our
taxable REIT subsidiaries. We generated approximately $9.8 million of NOLs during the year ended December 31, 2010, as a result of losses from our
taxable REIT subsidiaries. The deductibility of intercompany interest expense with our taxable REIT subsidiaries is subject to certain intercompany
limitations based upon taxable income as required under Section 163(j) of the Code. As of December 31, 2010, interest carryovers of approximately
$23.7 million, limited by Section 163(j) of the Code, are available against U.S. Federal tax without expiration. The deferred tax asset related to these
interest carryovers is approximately $9.2 million. Additionally, our low-income housing and rehabilitation tax credit carryforwards as of December 31,
2010, were approximately $7.7 million for income tax purposes that expire in years 2012 to 2029. The net deferred tax asset related to these credits is
approximately $6.0 million.
For income tax purposes, dividends paid to holders of Common Stock primarily consist of ordinary income, return of capital, capital gains,
qualified dividends and unrecaptured Section 1250 gains, or a combination thereof. For the years ended December 31, 2010, 2009 and 2008, dividends
per share held for the entire year were estimated to be taxable as follows:
2010(1)
2009(1)(2)
2008(1)(3)
Amount
Percentage
Amount
Percentage
Amount
Percentage
Ordinary income
Capital gains
Qualified dividends
Unrecaptured Section 1250 gain
$
0.04
0.06
—
0.20
0.30
$
13 %
20 %
—
67 %
100 %
$ —
0.10
0.06
0.24
0.40
$
—
26 %
14 %
60 %
100 %
$ —
4.77
0.03
2.68
7.48
$
—
64 %
—
36 %
100 %
(1) We designated the per share amounts above as capital gain dividends in accordance with the requirements under the Code. Additionally, we
designated as capital gain dividends a like portion of preferred dividends.
(2) On December 18, 2009, our Board of Directors declared a quarterly cash dividend of $0.10 per common share for the quarter ended December 31,
2009, that was paid on January 29, 2010, to stockholders of record on December 31, 2009. Pursuant to certain provisions in the Code, this dividend
was deemed paid by us and received by our stockholders in 2009.
(3) On December 18, 2008, our Board of Directors declared a special dividend of $2.08 per common share for the quarter ended December 31, 2008, that
was paid on January 29, 2009, to stockholders of record on December 29, 2008. A portion of the special dividend represented an early payment of
the regular quarterly dividend of $0.60 per share that would otherwise have been paid in February 2009. Pursuant to certain provisions in the
Code, this dividend was deemed paid by us and received by our stockholders in 2008.
NOTE 10 —
Transactions Involving Noncontrolling Interests in Aimco Operating Partnership
In December 2008, October 2008, July 2008, and December 2007, the Aimco Operating Partnership declared special distributions payable on
January 29, 2009, December 1, 2008, August 29, 2008 and January 30, 2008, respectively, to holders of record of common OP Units and High
Performance Units on December 29, 2008, October 27, 2008, July 28, 2008 and December 31, 2007, respectively. The special distributions were paid on
common OP Units and High Performance Units in the amounts listed below. The Aimco Operating Partnership distributed to Aimco common OP Units
equal to the number of shares we issued pursuant to our corresponding special dividends (discussed in Note 11) in addition to approximately $0.60 per
unit in cash. Holders of common OP Units other than Aimco and holders of High Performance Units received the distributions entirely in cash.
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Table of Contents
Aimco Operating Partnership
Special Distributions
January 2009
Special
Distribution
December 2008
Special
Distribution
August 2008
Special
Distribution
January 2008
Special
Distribution
Distribution per unit
Total distribution
Common OP Units and High Performance Units
$
$
2.08
230.1 million
outstanding on record date
Common OP Units held by Aimco
Total distribution on Aimco common OP Units
Cash distribution to Aimco
Portion of distribution paid to Aimco through issuance
$
$
110,654,142
101,169,951
210.4 million
60.6 million
of common OP Units
$
149.8 million
$
$
$
$
$
1.80
176.6 million
98,136,520
88,650,980
159.6 million
53.2 million
106.4 million
$
$
$
$
$
3.00
285.5 million
95,151,333
85,619,144
256.9 million
51.4 million
205.5 million
$
$
$
$
$
2.51
257.2 million
102,478,510
92,795,891
232.9 million
55.0 million
177.9 million
Common OP Units issued to Aimco pursuant to
distributions
Cash distributed to common OP Unit and High
Performance Unit holders other than Aimco
Preferred OP Units
15,627,330
12,572,267
5,731,310
4,594,074
$
19.7 million
$
17.0 million
$
28.6 million
$
24.3 million
Various classes of preferred OP Units of the Aimco Operating Partnership are outstanding. Preferred OP Units entitle the holders thereof to a
preference with respect to distributions or upon liquidation. Depending on the terms of each class, these preferred OP Units are convertible into
common OP Units or redeemable for cash, or at the Aimco Operating Partnership’s option, Common Stock, and are paid distributions varying from
1.8% to 8.8% per annum per unit, or equal to the dividends paid on Common Stock based on the conversion terms. As of December 31, 2010 and 2009,
a total of 3.1 million preferred OP Units were outstanding with redemption values of $82.6 million and $85.7 million, respectively. At December 31, 2010
and 2009, these preferred OP Units were redeemable into approximately 3.2 million and 5.2 million shares of Common Stock, respectively, or cash at the
Aimco Operating Partnership’s option, and were included in temporary equity in our consolidated balance sheets.
The following table presents a reconciliation of preferred noncontrolling interests in the Aimco Operating Partnership for the years ending
December 31, 2010, 2009 and 2008 (in thousands):
Balance at January 1
Net income attributable to preferred noncontrolling interests in the Aimco Operating Partnership
Distributions attributable to preferred noncontrolling interests in the Aimco Operating Partnership
Purchases and redemptions of preferred OP Units
Other
Balance at December 31
2010
2009
2008
$ 86,656
4,964
(6,730 )
(1,462 )
—
$ 83,428
$ 88,148
6,288
(6,806 )
(1,725 )
751
$ 86,656
$ 89,716
7,646
(7,486 )
(976 )
(752 )
$ 88,148
The effects on our equity of changes in our ownership interest in the Aimco Operating Partnership are reflected in our consolidated statement of
equity as redemptions of Aimco Operating Partnership units for Common Stock and repurchases of common OP Units.
During the year ended December 31, 2010, we purchased approximately 68,700 preferred OP Units from the holder in exchange for cash and other
consideration, and during the years ended December 31, 2010 and 2009, approximately 14,800 and 68,200 preferred OP Units, respectively, were
tendered for redemption in exchange for
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cash. During the years ended December 31, 2010 and 2009, no preferred OP Units were tendered for redemption in exchange for shares of Common
Stock. The Aimco Operating Partnership has a redemption policy that requires cash settlement of redemption requests for the redeemable preferred
OP Units, subject to limited exceptions.
Common OP Units
The holders of the common OP Units receive distributions, prorated from the date of issuance, in an amount equivalent to the dividends paid to
holders of Common Stock, and may redeem such units for cash or, at the Aimco Operating Partnership’s option, Common Stock.
During the year ended December 31, 2010, we acquired the noncontrolling limited partnership interests in certain of our consolidated real estate
partnerships in exchange for cash and the Aimco Operating Partnership’s issuance of approximately 276,000 common OP Units. We completed no
similar acquisitions of noncontrolling interests during 2009 or 2008.
During the years ended December 31, 2010 and 2009, approximately 168,300 and 64,000 common OP Units, respectively, were redeemed in
exchange for cash, and approximately 519,000 common OP Units were redeemed in exchange for shares of Common Stock in 2009. No common
OP Units were redeemed in exchange for shares of Common Stock in 2010.
High Performance Units
At December 31, 2010 and 2009, the Aimco Operating Partnership had outstanding 2,339,950 and 2,344,719, respectively, of high performance
partnership units, or HPUs. The holders of HPUs are generally restricted from transferring these units except upon a change of control in the Aimco
Operating Partnership. The holders of HPUs receive the same amount of distributions that are paid to holders of an equivalent number of the Aimco
Operating Partnership’s outstanding common OP Units.
NOTE 11 —
Aimco Equity
Preferred Stock
At December 31, 2010 and 2009, we had the following classes of perpetual preferred stock outstanding (dollars in thousands):
Annual Dividend
Redemption Rate Per Share
(paid quarterly)
Date(1)
Balance
December 31,
2010
2009
Class G Cumulative Preferred Stock, $0.01 par value, 4,050,000 shares authorized, zero and 4,050,000 shares
issued and outstanding, respectively(2)
07/15/2008
9.375 % $
— $ 101,000
Class T Cumulative Preferred Stock, $0.01 par value, 6,000,000 shares authorized, 6,000,000 shares issued
and outstanding
07/31/2008
8.000 % 150,000 150,000
Class U Cumulative Preferred Stock, $0.01 par value, 12,000,000 and 8,000,000 shares authorized,
12,000,000 and 8,000,000 shares issued and outstanding, respectively
03/24/2009
7.750 % 298,101 200,000
Class V Cumulative Preferred Stock, $0.01 par value, 3,450,000 shares authorized, 3,450,000 shares issued and
outstanding
09/29/2009
8.000 % 86,250 86,250
Class Y Cumulative Preferred Stock, $0.01 par value, 3,450,000 shares authorized, 3,450,000 shares issued
and outstanding
12/21/2009
7.875 % 86,250 86,250
Series A Community Reinvestment Act Preferred Stock, $0.01 par value per share, 240 shares authorized, 114
and 134 shares issued and outstanding, respectively(3)
Total
Less preferred stock subject to repurchase agreement(4)
Preferred stock per consolidated balance sheets
06/30/2011
(3 ) 57,000 67,000
677,601 690,500
(20,000 ) (30,000 )
$ 657,601 $ 660,500
(1) All classes of preferred stock are redeemable at our option on and after the dates specified.
(2) Outstanding shares at December 31, 2009, included 10,000 shares held by a consolidated subsidiary that were eliminated in consolidation.
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(3) For the period from the date of original issuance through March 31, 2015, the dividend rate is a variable rate per annum equal to the Three-Month
LIBOR Rate (as defined in the articles supplementary designating the Series A Community Reinvestment Act Perpetual Preferred Stock, or CRA
Preferred Stock) plus 1.25%, calculated as of the beginning of each quarterly dividend period. The rate at December 31, 2010 and 2009 was 1.54%.
Upon liquidation, holders of the CRA Preferred Stock are entitled to a preference of $500,000 per share, plus an amount equal to accumulated,
accrued and unpaid dividends, whether or not earned or declared. The CRA Preferred Stock ranks prior to our Common Stock and on the same
level as our outstanding shares of preferred stock with respect to the payment of dividends and the distribution of amounts upon liquidation,
dissolution or winding up. The CRA Preferred Stock is not redeemable prior to June 30, 2011, except in limited circumstances related to REIT
qualification. On and after June 30, 2011, the CRA Preferred Stock is redeemable for cash, in whole or from time to time in part, at our option, at a
price per share equal to the liquidation preference, plus accumulated, accrued and unpaid dividends, if any, to the redemption date.
(4) In June 2009, we entered into an agreement to repurchase $36.0 million in liquidation preference of our CRA Preferred Stock at a 30% discount to
the liquidation preference. Pursuant to this agreement, in May 2010 and June 2009, we repurchased 20 shares and 12 shares, or $10.0 million and
$6.0 million in liquidation preference, respectively, of CRA Preferred Stock for $7.0 million and $4.2 million, respectively. The holder of the CRA
Preferred Stock may require us to repurchase an additional 40 shares, or $20.0 million in liquidation preference, of CRA Preferred Stock over the
next two years, for $14.0 million. If required, these additional repurchases will be for up to $10.0 million in liquidation preference in May 2011 and
2012. Based on the holder’s ability to require us to repurchase shares of CRA Preferred Stock pursuant to this agreement, $20.0 million and
$30.0 million in liquidation preference of CRA Preferred Stock, or the maximum redemption value of such preferred stock, is classified within
temporary equity in our consolidation balance sheets at December 31, 2010 and 2009, respectively.
On September 7, 2010, we issued 4,000,000 shares of our 7.75% Class U Cumulative Preferred Stock, par value $0.01 per share, or the Class U
Preferred Stock, in an underwritten public offering for a price per share of $24.09 (reflecting a price to the public of $24.86 per share, less an
underwriting discount and commissions of $0.77 per share). The offering generated net proceeds of $96.1 million (after deducting underwriting
discounts and commissions and transaction expenses). We recorded issuance costs of $3.3 million, consisting primarily of underwriting commissions,
as an adjustment of additional paid-in capital within Aimco equity in our condensed consolidated balance sheet.
On October 7, 2010, using the net proceeds from the issuance of Class U Preferred Stock supplemented by corporate funds, we redeemed all of
the 4,050,000 outstanding shares of our 9.375% Class G Cumulative Preferred Stock, inclusive of 10,000 shares held by a consolidated subsidiary that
are eliminated in consolidation. This redemption was for cash at a price equal to $25.00 per share, or $101.3 million in aggregate ($101.0 million net of
eliminations), plus accumulated and unpaid dividends of $2.2 million. In connection with the redemption, we reflected $4.3 million of issuance costs
previously recorded as a reduction of additional paid-in capital as an increase in net income attributable to preferred stockholders for purposes of
calculating earnings per share for the year ended December 31, 2010.
In connection with our May 2010 and June 2009 CRA Preferred Stock repurchase discussed above, we reflected the $3.0 million and $1.8 million
excess of the carrying value over the repurchase price, offset by $0.2 million of issuance costs previously recorded as a reduction of additional paid-in
capital, as a reduction of net income attributable to preferred stockholders for the years ended December 31, 2010 and 2009, respectively.
During 2008, we repurchased 54 shares, or $27.0 million in liquidation preference, of our CRA Preferred Stock for cash totaling $24.8 million. We
reflected the $2.2 million excess of the carrying value over the repurchase price, offset by $0.7 million of issuance costs previously recorded as a
reduction of additional paid-in capital, as a reduction of net income attributable to preferred stockholders for the year ended December 31, 2008.
All classes of preferred stock are pari passu with each other and are senior to our Common Stock. The holders of each class of preferred stock
are generally not entitled to vote on matters submitted to stockholders. Dividends on all shares of preferred stock are subject to declaration by our
Board of Directors. All of the above outstanding
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classes of preferred stock have a liquidation preference per share of $25, with the exception of the CRA Preferred Stock, which has a liquidation
preference per share of $500,000.
The dividends paid on each class of preferred stock classified as equity in the years ended December 31, 2010, 2009 and 2008 are as follows (in
thousands, except per share data):
Class of Preferred Stock
Class G
Class T
Class U
Class V
Class Y
Series A CRA
Total
2010
2009
2008
Amount
Per
Share(1)
Total
Amount
Paid
Amount
Per
Share(1)
Total
Amount
Paid
Amount
Per
Share(1)
Total
Amount
Paid
$
2.30
2.00
1.94
2.00
1.97
8,169.00 (3)
$ 9,334
12,000
17,438 (2)
6,900
6,792
971
$ 53,435
$
2.34
2.00
1.94
2.00
1.97
10,841.00 (4)
$ 9,492
12,000
15,500
6,900
6,792
1,531
$ 52,215
$
2.34
2.00
1.94
2.00
1.97
24,381.00 (5)
$ 9,492
12,000
15,500
6,900
6,792
4,531
$ 55,215
(1) Amounts per share are calculated based on the number of preferred shares outstanding either at the end of each year or as of conversion,
redemption or repurchase date, as noted.
(2) Amount paid includes $1.3 million related to the two months prior purchase of the 4,000,000 shares sold in September 2010, which amount was
prepaid by the purchaser in connection with the sale.
(3) Amount per share is based on 114 shares outstanding for the entire period. We repurchased 20 shares in May 2010 and the holders of these
shares received $1,980 per share in dividends through the date of repurchase.
(4) Amount per share is based on 134 shares outstanding for the entire period. We repurchased 12 shares in June 2009 and the holders of these
shares received $6,509 per share in dividends through the date of repurchase.
(5) Amount per share is based on 146 shares outstanding for the entire period. We repurchased 54 shares in September 2008 and the holders of these
shares received $17,980 per share in dividends through the date of repurchase.
Common Stock
In December 2008, October 2008, July 2008 and December 2007, in connection with the Aimco Operating Partnership’s special distributions
discussed in Note 10, our Board of Directors declared corresponding special dividends payable on January 29, 2009, December 1, 2008, August 29,
2008 and January 30, 2008, respectively, to holders of record of our Common Stock on December 29, 2008, October 27, 2008, July 28, 2008 and
December 31, 2007, respectively. A portion of the special dividends in the amounts of $0.60 per share represents payment of the regular dividend for
the quarters ended December 31, 2008, September 30, 2008, June 30, 2008 and December 31, 2007, respectively, and the remaining amount per share
represents an additional dividend associated with taxable gains from property dispositions. Portions of the special dividends were paid through the
issuance of shares of Common Stock. The table below summarizes information regarding these special dividends.
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Aimco Special Dividends
Dividend per share
Outstanding shares of Common Stock on the record
date
Total dividend
Portion of dividend paid in cash
Portion of dividend paid through issuance of shares
Shares issued pursuant to dividend
Average share price on determination date
Amounts after elimination of the effects of shares of
Common Stock held by consolidated subsidiaries:
Outstanding shares of Common Stock on the record
$
$
$
$
$
date
Total dividend
Portion of dividend paid in cash
Portion of dividend paid through issuance of shares
Shares issued pursuant to dividend
$
$
$
January 2009
Special
Dividend
December 2008
Special
Dividend
August 2008
Special
Dividend
January 2008
Special
Dividend
2.08
$
1.80
$
3.00
$
2.51
101,169,951
210.4 million
60.6 million
149.8 million
15,627,330
9.58
100,642,817
209.3 million
60.3 million
149.0 million
15,548,996
$
$
$
$
$
$
$
88,650,980
159.6 million
53.2 million
106.4 million
12,572,267
8.46
88,186,456
158.7 million
52.9 million
105.8 million
12,509,657
$
$
$
$
$
$
$
85,619,144
256.9 million
51.4 million
205.5 million
5,731,310
35.84
85,182,665
255.5 million
51.1 million
204.4 million
5,703,265
$
$
$
$
$
$
$
92,795,891
232.9 million
55.0 million
177.9 million
4,594,074
38.71
92,379,751
231.9 million
54.8 million
177.1 million
4,573,735
During the year ended December 31, 2010, we sold 600,000 shares of our Common Stock pursuant to an At-The-Market, or ATM, offering
program we initiated during 2010, generating $14.4 million of net proceeds.
During 2008 and prior years, from time to time, we issued shares of Common Stock to certain non-executive officers who purchased the shares at
market prices. In exchange for the shares purchased, the officers executed notes payable. These notes, which are 25% recourse to the borrowers, have
a 10-year maturity and bear interest either at a fixed rate of 6% annually or a floating rate based on the 30-day LIBOR plus 3.85%, which is subject to an
annual interest rate cap of typically 7.25%. Total payments in 2010 and 2009 on all notes from officers were $0.6 million and $0.8 million, respectively. In
2010 and 2009, we reacquired approximately 9,000 and 94,000 shares of Common Stock from officers in exchange for the cancellation of related notes
totaling $0.3 million and $1.5 million, respectively.
As further discussed in Note 12, during 2010, 2009 and 2008, we issued shares of restricted Common Stock to certain officers, employees and
independent directors.
Registration Statements
Pursuant to the ATM offering program discussed above, we may issue up to 6.4 million additional shares of our Common Stock. Additionally,
we and the Aimco Operating Partnership have a shelf registration statement that provides for the issuance of debt and equity securities by Aimco and
debt securities by the Aimco Operating Partnership.
NOTE 12 —
Share-Based Compensation and Employee Benefit Plans
Stock Award and Incentive Plan
We have a stock award and incentive plan to attract and retain officers, key employees and independent directors. Our plan reserves for
issuance a maximum of 4.1 million shares, which may be in the form of incentive stock options, non-qualified stock options and restricted stock, or
other types of awards as authorized under our
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plan. Pursuant to the anti-dilution provisions of our plan, the number of shares reserved for issuance has been adjusted to reflect the special dividends
discussed in Note 11. At December 31, 2010 there were approximately 1.3 million shares available to be granted under our plan. Our plan is administered
by the Compensation and Human Resources Committee of the Board of Directors. In the case of stock options, the exercise price of the options
granted may not be less than the fair market value of Common Stock at the date of grant. The term of the options is generally ten years from the date of
grant. The options typically vest over a period of one to four or five years from the date of grant. We generally issue new shares upon exercise of
options. Restricted stock awards typically vest over a period of three to five years.
Refer to Note 2 for discussion of our accounting policy related to stock-based compensation.
We estimated the fair value of our options using a Black-Scholes closed-form valuation model using the assumptions set forth in the table
below. The expected term of the options was based on historical option exercises and post-vesting terminations. Expected volatility reflects the
historical volatility of our Common Stock during the historical period commensurate with the expected term of the options that ended on the date of
grant. The expected dividend yield reflects expectations regarding cash dividend amounts per share paid on our Common Stock during the expected
term of the option and the risk-free interest rate reflects the annualized yield of a zero coupon U.S. Treasury security with a term equal to the expected
term of the option. The weighted average fair value of options and our valuation assumptions for the years ended December 31, 2010, 2009 and 2008
were as follows:
Weighted average grant-date fair value
Assumptions:
Risk-free interest rate
Expected dividend yield
Expected volatility
Weighted average expected life of options
2010
2009
2008
$
9.27
$
2.47
$
4.34
3.14 %
2.90 %
52.16 %
7.8 years
2.26 %
8.00 %
45.64 %
6.9 years
3.12 %
6.02 %
24.02 %
6.5 years
The following table summarizes activity for our outstanding stock options for the years ended December 31, 2010, 2009 and 2008 (numbers of
options in thousands):
Outstanding at beginning of year
Granted
Exercised
Forfeited
Adjustment to outstanding options pursuant to special
dividends
Outstanding at end of year
Exercisable at end of year
2010
2009(1)
2008(1)
Weighted
Average
Exercise
Price
Number
of Options
Number
of Options
Weighted
Average
Exercise
Price
Number
of Options
Weighted
Average
Exercise
Price
8,873
3
(202 )
(1,514 )
—
7,160
5,869
$
$
$
28.22
21.67
8.92
28.73
n/a
28.65
30.18
10,344
965
—
(2,436 )
—
8,873
6,840
$
$
$
31.01
8.92
—
32.03
n/a
28.22
29.65
8,555
980
(14 )
(1,423 )
2,246
10,344
7,221
$
$
$
39.57
39.77
37.45
38.75
n/a
31.01
29.51
(1) In connection with the special dividends discussed in Note 11, effective on the record date of each dividend, the number of options and exercise
prices of all outstanding awards were adjusted pursuant to the anti-dilution provisions of the applicable plans based on the market price of our
stock on the ex-dividend dates of the related special dividends. The adjustment to the number of outstanding options is reflected in the table
separate from the other activity during the periods at the weighted average exercise price for those outstanding options. The exercise prices for
options granted, exercised and forfeited in the table above reflect the actual exercise prices at the time of the related activity. The number and
weighted average exercise price for options outstanding and exercisable at the end of year reflect the adjustments for the applicable special
dividends. The adjustment of the awards pursuant to the special dividends is considered a modification of the awards, but did not result in a
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change in the fair value of any awards and therefore did not result in a change in total compensation to be recognized over the remaining term of
the awards.
The intrinsic value of a stock option represents the amount by which the current price of the underlying stock exceeds the exercise price of the
option. Options outstanding at December 31, 2010, had an aggregate intrinsic value of $12.8 million and a weighted average remaining contractual term
of 3.8 years. Options exercisable at December 31, 2010, had an aggregate intrinsic value of $2.4 million and a weighted average remaining contractual
term of 3.1 years. The intrinsic value of stock options exercised during the years ended December 31, 2010 and 2008, was $2.9 million and less than
$0.1 million, respectively. We may realize tax benefits in connection with the exercise of options by employees of our taxable subsidiaries. During the
year ended December 31, 2010, we did not recognize any significant tax benefits related to options exercised during the year, and during the year ended
December 31, 2009, as no stock options were exercised we realized no related tax benefits.
The following table summarizes activity for restricted stock awards for the years ended December 31, 2010, 2009 and 2008 (numbers of shares in
thousands):
Unvested at beginning of year
Granted
Vested
Forfeited
Issued pursuant to special dividends(1)
Unvested at end of year
2010
2009
2008
Weighted
Average
Grant-Date
Fair Value
Number of
Shares
Number of
Shares
Weighted
Average
Grant-Date
Fair Value
Number of
Shares
Weighted
Average
Grant-Date
Fair Value
458
381
(261 )
(34 )
—
544
$
$
26.73
16.72
27.56
26.11
—
19.36
893
378
(418 )
(533 )
138
458
$
$
40.33
8.92
32.83
27.66
9.58
26.73
960
248
(377 )
(128 )
190
893
$
$
46.08
39.85
43.45
46.85
22.51
40.33
(1) This represents shares of restricted stock issued to holders of restricted stock pursuant to the special dividends discussed in Note 11. The
weighted average grant-date fair value for these shares represents the price of our stock on the determination date for each dividend. The
issuance of the additional shares of restricted stock resulted in no incremental compensation expense.
The aggregate fair value of shares that vested during the years ended December 31, 2010, 2009 and 2008 was $4.4 million, $3.1 million and
$16.5 million, respectively.
Total compensation cost recognized for restricted stock and stock option awards was $8.1 million, $8.0 million and $17.6 million for the years
ended December 31, 2010, 2009 and 2008, respectively. Of these amounts, $0.8 million, $1.3 million and $3.8 million, respectively, were capitalized. At
December 31, 2010, total unvested compensation cost not yet recognized was $7.8 million. We expect to recognize this compensation over a weighted
average period of approximately 1.7 years.
Employee Stock Purchase Plan
Under the terms of our employee stock purchase plan, eligible employees may authorize payroll deductions up to 15% of their base
compensation to purchase shares of our Common Stock at a five percent discount from its fair value on the last day of the calendar quarter during
which payroll deductions are made. In 2010, 2009 and 2008, 5,662, 20,076 and 8,926 shares were purchased under this plan at an average price of $20.92,
$8.82 and $23.86, respectively. No compensation cost is recognized in connection with this plan. Shares of Common Stock purchased under the
employee stock purchase plan are treated as issued and outstanding on the date of purchase and dividends paid on such shares are recognized as a
reduction of equity when such dividends are declared.
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401(k) Plan
We provide a 401(k) defined-contribution employee savings plan. Employees who have completed 30 days of service and are age 18 or older are
eligible to participate. For the period from January 1, 2009 through January 29, 2009, and during the year ended December 31, 2008, our matching
contributions were made in the following manner: (1) a 100% match on the first 3% of the participant’s compensation; and (2) a 50% match on the next
2% of the participant’s compensation. On December 31, 2008, we suspended employer matching contributions effective January 29, 2009. We may
reinstate employer matching contributions at any time. We incurred costs in connection with this plan of less than $0.1 million in 2010, $0.6 million in
2009 and $5.2 million in 2008.
NOTE 13 — Discontinued Operations and Assets Held for Sale
We report as discontinued operations real estate assets that meet the definition of a component of an entity and have been sold or meet the
criteria to be classified as held for sale. We include all results of these discontinued operations, less applicable income taxes, in a separate component
of income on the consolidated statements of operations under the heading “income from discontinued operations, net.” This treatment resulted in the
retrospective adjustment of the 2009 and 2008 statements of operations and the 2009 balance sheet.
We are currently marketing for sale certain real estate properties that are inconsistent with our long-term investment strategy. At the end of each
reporting period, we evaluate whether such properties meet the criteria to be classified as held for sale, including whether such properties are expected
to be sold within 12 months. Additionally, certain properties that do not meet all of the criteria to be classified as held for sale at the balance sheet date
may nevertheless be sold and included in discontinued operations in the subsequent 12 months; thus the number of properties that may be sold
during the subsequent 12 months could exceed the number classified as held for sale. At December 31, 2010, we had no properties classified as held for
sale and at December 31, 2009, after adjustments to classify as held for sale properties that were sold during 2010, we had 51 properties with an
aggregate of 8,189 units classified as held for sale. Amounts classified as held for sale in the accompanying consolidated balance sheets as of
December 31, 2009 are as follows (in thousands):
Real estate, net
Other assets
Assets held for sale
Property debt
Other liabilities
Liabilities related to assets held for sale
December 31,
2009
$
$
$
$
283,806
4,774
288,580
240,011
6,545
246,556
During the years ended December 31, 2010, 2009 and 2008, we sold 51, 89 and 151 consolidated properties with an aggregate 8,189, 22,503 and
37,202 units, respectively. For the years ended December 31, 2010, 2009 and 2008, discontinued operations includes the results of operations for the
periods prior to the date of sale for all properties sold or classified as held for sale as of December 31, 2010.
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The following is a summary of the components of income from discontinued operations for the years ended December 31, 2010, 2009 and 2008 (in
thousands):
Rental and other property revenues
Property operating and other expenses
Depreciation and amortization
Provision for operating real estate impairment losses
Operating (loss) income
Interest income
Interest expense
Gain on extinguishment of debt
Loss before gain on dispositions of real estate and income taxes
Gain on dispositions of real estate
Income tax (expense) benefit
Income from discontinued operations, net
Income from discontinued operation attributable to:
Noncontrolling interests in consolidated real estate partnerships
Noncontrolling interests in Aimco Operating Partnership
Total noncontrolling interests
Aimco
2010
2009
2008
$ 42,394
(22,988 )
(10,773 )
(12,674 )
(4,041 )
271
(7,330 )
—
(11,100 )
94,901
(7,536 )
$ 76,265
$ 217,472
(120,109 )
(67,902 )
(54,530 )
(25,069 )
362
(42,220 )
259
(66,668 )
221,770
1,739
$ 156,841
$ 527,524
(273,298 )
(139,075 )
(27,420 )
87,731
2,118
(102,026 )
—
(12,177 )
800,270
(43,165 )
$ 744,928
$ (25,843 )
(3,518 )
(29,361 )
$ 46,904
$
$
(61,650 )
(6,882 )
(68,532 )
88,309
$ (150,366 )
(57,672 )
(208,038 )
$ 536,890
Gain on dispositions of real estate is reported net of incremental direct costs incurred in connection with the transactions, including any
prepayment penalties incurred upon repayment of property loans collateralized by the properties being sold. Such prepayment penalties totaled
$4.5 million, $29.0 million and $64.9 million for the years ended December 31, 2010, 2009 and 2008, respectively. We classify interest expense related to
property debt within discontinued operations when the related real estate asset is sold or classified as held for sale. As discussed in Note 2, during the
years ended December 31, 2010 and 2009, we allocated $4.7 million and $10.1 million, respectively, of goodwill related to our real estate segment to the
carrying amounts of the properties sold or classified as held for sale during the applicable periods. Of these amounts, $4.1 million and $8.7 million,
respectively, were reflected as a reduction of gain on dispositions of real estate and $0.6 million and $1.4 million, respectively, were reflected as an
adjustment of impairment losses.
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Table of Contents
NOTE 14 —
Earnings per Share
We calculate earnings per share based on the weighted average number of shares of Common Stock, participating securities, common stock
equivalents and dilutive convertible securities outstanding during the period. The following table illustrates the calculation of basic and diluted
earnings per share for the years ended December 31, 2010, 2009 and 2008 (in thousands, except per share data):
Numerator:
Loss from continuing operations
Loss (income) from continuing operations attributable to noncontrolling interests
Income attributable to preferred stockholders
Income attributable to participating securities
Loss from continuing operations attributable to Aimco common stockholders
Income from discontinued operations
Income from discontinued operations attributable to noncontrolling interests
Income from discontinued operations attributable to Aimco common stockholders
Net (loss) income
Net loss (income) attributable to noncontrolling interests
Income attributable to preferred stockholders
Income attributable to participating securities
Net (loss) income attributable to Aimco common stockholders
Denominator:
Denominator for basic earnings per share — weighted average number of shares of Common Stock
outstanding
Effect of dilutive securities:
Dilutive potential common shares
Denominator for diluted earnings per share
Earnings (loss) per common share — basic and diluted:
Loss from continuing operations attributable to Aimco common stockholders
Income from discontinued operations attributable to Aimco common stockholders
Net (loss) income attributable to Aimco common stockholders
2010
2009
2008
$ (165,889 )
47,257
(53,590 )
—
$ (172,222 )
$
$
76,265
(29,361 )
46,904
$
(89,624 )
17,896
(53,590 )
—
$ (125,318 )
$ (201,641 )
49,058
(50,566 )
—
$ (203,149 )
$ 156,841
(68,532 )
88,309
$
$
(44,800 )
(19,474 )
(50,566 )
—
$ (114,840 )
$ (117,926 )
(6,957 )
(53,708 )
(6,985 )
$ (185,576 )
$ 744,928
(208,038 )
$ 536,890
$ 627,002
(214,995 )
(53,708 )
(6,985 )
$ 351,314
116,369
114,301
88,690
—
116,369
—
114,301
—
88,690
$
$
(1.48 )
0.40
(1.08 )
$
$
(1.78 )
0.78
(1.00 )
$
$
(2.09 )
6.05
3.96
As of December 31, 2010, 2009 and 2008, the common share equivalents that could potentially dilute basic earnings per share in future periods
totaled 7.2 million, 8.9 million and 9.2 million, respectively. These securities, representing stock options, have been excluded from the earnings per
share computations for the years ended December 31, 2010, 2009 and 2008, because their effect would have been anti-dilutive.
Participating securities, consisting of unvested restricted stock and shares purchased pursuant to officer loans, receive dividends similar to
shares of Common Stock and totaled 0.6 million, 0.5 million and 1.0 million at December 31, 2010, 2009 and 2008, respectively. The effect of participating
securities is reflected in basic and diluted earnings per share computations for the periods presented above using the two-class method of allocating
F-47
Table of Contents
distributed and undistributed earnings. During the years ended December 31, 2010 and 2009, the adjustment to compensation expense recognized
related to cumulative dividends on forfeited shares of restricted stock exceeded the amount of dividends declared related to participating securities.
Accordingly, distributed earnings attributed to participating securities during 2010 and 2009 were reduced to zero for purposes of calculating earnings
per share using the two-class method.
As discussed in Note 10, the Aimco Operating Partnership has various classes of preferred OP units, which may be redeemed at the holders’
option. The Aimco Operating Partnership may redeem these units for cash or at its option, shares of Common Stock. During the periods presented, no
common share equivalents related to these preferred OP units have been included in earnings per share computations because their effect was
antidilutive.
NOTE 15 — Unaudited Summarized Consolidated Quarterly Information
Summarized unaudited consolidated quarterly information for 2010 and 2009 is provided below (in thousands, except per share amounts).
2010
Total revenues
Total operating expenses
Operating income
Loss from continuing operations
Income from discontinued operations, net
Net loss
Loss attributable to Aimco common stockholders
Loss per common share — basic and diluted:
Quarter(1)
First
Second
Third
Fourth
$ 279,872
(255,739 )
24,133
(36,844 )
20,084
(16,760 )
(40,440 )
$ 285,161
(249,690 )
35,471
(39,123 )
28,953
(10,170 )
(17,995 )
$ 286,433
(249,464 )
36,969
(47,976 )
19,494
(28,482 )
(28,500 )
$ 293,468
(259,532 )
33,936
(41,946 )
7,734
(34,212 )
(38,427 )
Loss from continuing operations attributable to Aimco common stockholders
Net loss attributable to Aimco common stockholders
Weighted average common shares outstanding — basic and diluted
$
$
(0.43 )
(0.35 )
116,035
(0.33 )
$
$
(0.15 )
116,323
(0.36 )
$
$
(0.25 )
116,434
(0.36 )
$
$
(0.33 )
116,683
2009
Total revenues
Total operating expenses
Operating income
Loss from continuing operations
Income from discontinued operations, net
Net (loss) income
Loss attributable to Aimco common stockholders
Loss per common share — basic and diluted:
Quarter(1)
First
Second
Third
Fourth
$ 281,173
(253,240 )
27,933
(35,287 )
2,716
(32,571 )
(37,698 )
$ 282,974
(254,471 )
28,503
(47,419 )
39,791
(7,628 )
(29,923 )
$ 280,210
(262,992 )
17,218
(55,460 )
45,904
(9,556 )
(40,490 )
$ 286,746
(264,705 )
22,041
(63,475 )
68,430
4,955
(6,729 )
Loss from continuing operations attributable to Aimco common stockholders
Net loss attributable to Aimco common stockholders
Weighted average common shares outstanding — basic and diluted
$
$
(0.33 )
(0.34 )
110,262
(0.41 )
$
(0.26 )
$
115,510
(0.47 )
$
(0.34 )
$
115,563
(0.57 )
$
(0.06 )
$
115,871
(1) Certain reclassifications have been made to 2010 and 2009 quarterly amounts to conform to the full year 2010 presentation, primarily related to
treatment of discontinued operations.
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Table of Contents
NOTE 16 —
Transactions with Affiliates
We earn revenue from affiliated real estate partnerships. These revenues include fees for property management services, partnership and asset
management services, risk management services and transactional services such as refinancing, construction supervisory and disposition (including
promote income, which is income earned in connection with the disposition of properties owned by certain of our consolidated joint ventures). In
addition, we are reimbursed for our costs in connection with the management of the unconsolidated real estate partnerships. These fees and
reimbursements for the years ended December 31, 2010, 2009 and 2008 totaled $10.6 million, $18.5 million and $72.5 million, respectively. The total
accounts receivable due from affiliates was $8.4 million, net of allowance for doubtful accounts of $1.5 million, at December 31, 2010, and $23.7 million,
net of allowance for doubtful accounts of $1.9 million, at December 31, 2009.
Additionally, we earn interest income on notes from real estate partnerships in which we are the general partner and hold either par value or
discounted notes. During the years ended December 31, 2010, 2009 and 2008, we did not recognize a significant amount of interest income on par value
notes from unconsolidated real estate partnerships. Accretion income recognized on discounted notes from affiliated real estate partnerships totaled
$0.8 million, $0.1 million and $1.4 million for the years ended December 31, 2010, 2009 and 2008, respectively. See Note 5 for additional information on
notes receivable from unconsolidated real estate partnerships.
NOTE 17 —
Business Segments
We have two reportable segments: conventional real estate operations and affordable real estate operations. Our conventional real estate
operations consist of market-rate apartments with rents paid by the resident and included 219 properties with 68,972 units as of December 31, 2010. Our
affordable real estate operations consisted of 228 properties with 26,540 units as of December 31, 2010, with rents that are generally paid, in whole or
part, by a government agency.
Our chief operating decision maker uses various generally accepted industry financial measures to assess the performance and financial
condition of the business, including: Net Asset Value, which is the estimated fair value of our assets, net of liabilities and preferred equity; Pro forma
Funds From Operations, which is Funds From Operations excluding operating real estate impairment losses and preferred equity redemption related
amounts; Adjusted Funds From Operations, which is Pro forma Funds From Operations less spending for Capital Replacements; property net
operating income, which is rental and other property revenues less direct property operating expenses, including real estate taxes; proportionate
property net operating income, which reflects our share of property net operating income of our consolidated and unconsolidated properties; same
store property operating results; Free Cash Flow, which is net operating income less spending for Capital Replacements; Free Cash Flow internal rate
of return; financial coverage ratios; and leverage as shown on our balance sheet. Our chief operating decision maker emphasizes proportionate
property net operating income as a key measurement of segment profit or loss.
During the three months ended December 31, 2010, we revised certain of the reports our chief operating decision maker uses to assess the
performance of our business to include additional information about proportionate operating results of our segments. Based on the change in our
measure of segment performance, we have recast the presentation of our segment results for the years ended December 31, 2009 and 2008, to be
consistent with the current presentation.
F-49
Table of Contents
The following tables present the revenues, expenses, net operating income (loss) and income (loss) from continuing operations of our
conventional and affordable real estate operations segments on a proportionate basis for the years ended December 31, 2010, 2009 and 2008 (in
thousands):
Corporate and
Conventional Affordable Proportionate Amounts Not
Real Estate Real Estate Adjustments Allocated to
Operations Operations
Segments
(1)
Consolidated
Year Ended December 31, 2010:
Rental and other property revenues(2)
Asset management and tax credit revenues
Total revenues
Property operating expenses(2)
Asset management and tax credit expenses
Depreciation and amortization(2)
Provision for operating real estate impairment losses(2)
General and administrative expenses
Other expenses, net
Total operating expenses
Net operating income (loss)
Other items included in continuing operations
Income (loss) from continuing operations
825,969 $ 130,562 $
—
130,562
58,640
—
—
—
—
—
58,640
71,922
—
71,922 $
—
825,969
323,262
—
—
—
—
—
323,262
502,707
—
502,707 $
149,991 $
—
149,991
70,397
—
—
—
—
—
70,397
79,594
—
79,594 $
2,859 $
35,553
38,412
57,880
14,487
426,060
352
53,365
9,982
562,126
(523,714 )
(296,398 )
(820,112 ) $
1,109,381
35,553
1,144,934
510,179
14,487
426,060
352
53,365
9,982
1,014,425
130,509
(296,398 )
(165,889 )
$
$
F-50
Table of Contents
Corporate and
Conventional Affordable Proportionate Amounts Not
Real Estate Real Estate Adjustments Allocated to
Operations Operations
Segments
(1)
Consolidated
Year Ended December 31, 2009:
Rental and other property revenues(2)
Asset management and tax credit revenues
Total revenues
Property operating expenses(2)
Asset management and tax credit expenses
Depreciation and amortization(2)
Provision for operating real estate impairment losses(2)
General and administrative expenses
Other expenses, net
Restructuring costs
Total operating expenses
Net operating income (loss)
Other items included in continuing operations
Income (loss) from continuing operations
Year Ended December 31, 2008:
Rental and other property revenues(2)
Asset management and tax credit revenues
Total revenues
Property operating expenses(2)
Asset management and tax credit expenses
Depreciation and amortization(2)
Provision for impairment losses on real estate development assets
General and administrative expenses
Other expenses, net
Restructuring costs
Total operating expenses
Net operating income (loss)
Other items included in continuing operations
Income (loss) from continuing operations
$
$
$
$
820,310 $ 126,548 $
—
126,548
59,055
—
—
—
—
—
—
59,055
67,493
—
67,493 $
—
820,310
326,258
—
—
—
—
—
—
326,258
494,052
—
494,052 $
823,016 $ 121,692 $
—
121,692
59,023
—
—
—
—
—
—
59,023
62,669
—
62,669 $
—
823,016
322,332
—
—
—
—
—
—
322,332
500,684
—
500,684 $
129,310 $
—
129,310
60,439
—
—
—
—
—
—
60,439
68,871
—
68,871 $
128,995 $
—
128,995
60,299
—
—
—
—
—
—
60,299
68,696
—
68,696 $
5,082 $
49,853
54,935
61,051
15,779
427,666
2,329
56,640
14,950
11,241
589,656
(534,721 )
(297,336 )
(832,057 ) $
6,345 $
98,830
105,175
77,587
24,784
376,473
91,138
80,376
21,749
22,802
694,909
(589,734 )
(160,241 )
(749,975 ) $
1,081,250
49,853
1,131,103
506,803
15,779
427,666
2,329
56,640
14,950
11,241
1,035,408
95,695
(297,336 )
(201,641 )
1,080,048
98,830
1,178,878
519,241
24,784
376,473
91,138
80,376
21,749
22,802
1,136,563
42,315
(160,241 )
(117,926 )
(1) Represents adjustments for the noncontrolling interests in consolidated real estate partnerships’ share of the results of our consolidated
properties, which are excluded from our measurement of segment performance but included in the related consolidated amounts, and our share of
the results of operations of our unconsolidated real estate partnerships, which are included in our measurement of segment performance but
excluded from the related consolidated amounts.
(2) Our chief operating decision maker assesses the performance of our conventional and affordable real estate operations using, among other
measures, proportionate property net operating income, which excludes depreciation and amortization, provision for operating real estate
impairment losses, property management revenues (which are included in rental and other property revenues) and property management expenses
and casualty gains and losses (which are included in property operating expenses). Accordingly, we do not allocate these amounts to our
segments.
F-51
Table of Contents
During the years ended December 31, 2010, 2009 and 2008, for continuing operations, our rental revenues include $131.4 million, $126.9 million
and $119.5 million, respectively, of subsidies from government agencies, which exceeded 10% of the combined revenues of our conventional and
affordable segments for each of the years presented.
The assets of our reportable segments on a proportionate basis, together with the proportionate adjustments to reconcile these amounts to the
consolidated assets of our segments, and the consolidated assets not allocated to our segments are as follows (in thousands):
Conventional
Affordable
Proportionate adjustments(1)
Corporate and other assets
Total consolidated assets
2010
5,492,437
886,874
555,079
444,176
7,378,566
2009
5,647,192
966,703
463,767
828,806
7,906,468
$
$
$
$
(1) Proportionate adjustments for the noncontrolling interests in consolidated real estate partnerships’ share of the assets of our consolidated
properties, which are excluded from our measurement of segment financial condition, and our share of the assets of our unconsolidated real estate
partnerships, which are included in our measure of segment financial condition.
For the years ended December 31, 2010, 2009 and 2008, capital additions related to our conventional segment totaled $140.1 million, $208.0 million
and $516.6 million, respectively, and capital additions related to our affordable segment totaled $35.2 million, $67.4 million and $148.6 million,
respectively.
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Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2010
(In Thousands Except Unit Data)
Property Name
Conventional Properties:
100 Forest Place
1582 First Avenue
173 E. 90th Street
182-188 Columbus Avenue
204-206 West 133rd Street
2232-2240 Seventh Avenue
2247-2253 Seventh Avenue
2252-2258 Seventh Avenue
2300-2310 Seventh Avenue
236 — 238 East 88th Street
237-239 Ninth Avenue
240 West 73rd Street, LLC
2484 Seventh Avenue
2900 on First Apartments
306 East 89th Street
311 & 313 East 73rd Street
322-324 East 61st Street
3400 Avenue of the Arts
452 East 78th Street
464-466 Amsterdam & 200-210 W. 83rd Street
510 East 88th Street
514-516 East 88th Street
656 St. Nicholas Avenue
707 Leahy
759 St. Nicholas Avenue
865 Bellevue
Arbors, The
Arbours Of Hermitage, The
Auburn Glen
BaLaye
Bank Lofts
Bay Parc Plaza
Bay Ridge at Nashua
Bayberry Hill Estates
Boston Lofts
Boulder Creek
Brandywine
Breakers, The
Broadcast Center
Buena Vista
Burke Shire Commons
Calhoun Beach Club
Canterbury Green
Canyon Terrace
Property
Type
(1)
Date
Consolidated
Location
Year Number
Built of Units Land Improvements Consolidation Land Improvements Total
Buildings and
(4)
(2)
Initial Cost
(3)
Cost
Capitalized
Buildings and Subsequent to
December 31, 2010
Total
Accumulated Cost
Depreciation Net of
AD
(AD)
Encumbrances
High Rise Dec-97
High Rise Mar-05
High Rise May-04
Mid Rise Feb-07
Mid Rise Jun-07
Mid Rise Jun-07
Mid Rise Jun-07
Mid Rise Jun-07
Mid Rise Jun-07
High Rise Jan-04
High Rise Mar-05
High Rise Sep-04
Mid Rise Jun-07
Mid Rise Oct-08
High Rise Jul-04
Mid Rise Mar-03
High Rise Mar-05
Mid Rise Mar-02
High Rise Jan-04
Mid Rise Feb-07
High Rise Jan-04
High Rise Mar-05
Mid Rise Jun-07
Garden
Apr-07
Mid Rise Oct-07
Jul-00
Garden
Oct-97
Garden
Jul-00
Garden
Dec-06
Garden
Garden
Apr-06
High Rise Apr-01
High Rise Sep-04
Jan-03
Garden
Garden
Aug-02
High Rise Apr-01
Jul-94
Garden
Jul-94
Garden
Oct-98
Garden
Garden
Mar-02
Mid Rise Jan-06
Mar-01
Garden
High Rise Dec-98
Dec-99
Garden
Mar-02
Garden
1987
1900
1910
1910
1910
1910
1910
1910
1910
1900
1900
1900
1921
1989
1930
1904
1900
1987
1900
1910
1900
1900
1920
Oak Park, IL
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
Seattle, WA
New York, NY
New York, NY
New York, NY
Costa Mesa, CA
New York, NY
New York, NY
New York, NY
New York, NY
New York, NY
Redwood City,
1973
CA
1920
New York, NY
1972
Nashville, TN
1967
Tempe, AZ
1972
Hermitage, TN
1974
Jacksonville, FL
2002
Tampa, FL
1920
Denver, CO
2000
Miami, FL
1984
Nashua, NH
Framingham, MA 1971
1890
Denver, CO
Boulder, CO
1973
St. Petersburg, FL 1972
Daytona Beach,
FL
1985
Los Angeles, CA 1990
1973
Pasadena, CA
1986
Burke, VA
Minneapolis, MN 1928
1970
Fort Wayne, IN
1984
Saugus, CA
234 $ 2,664 $
17 4,250
72 11,773
32 17,187
44 3,291
24 2,863
35 6,787
35 3,623
63 8,623
43 8,751
36 8,430
200 68,006
23 2,384
135 19,015
20 2,659
34 5,635
40 6,319
770 55,223
12 1,966
72 23,677
20 3,137
36 6,230
31 2,731
9
111 15,352
682
326 3,558
200 1,092
350 3,217
251 7,483
324 10,329
117 3,525
471 22,680
412 3,352
424 18,915
158 3,447
221
755
477 1,437
208 1,008
279 27,603
92 9,693
360 4,867
332 11,708
1,988 13,659
130 7,300
18,815 $
752
4,535
3,300
1,450
3,785
3,335
4,504
6,964
2,914
1,866
12,140
1,726
17,518
1,006
1,609
2,224
65,506
608
7,101
1,002
2,168
1,636
7,909
535
12,037
6,208
12,023
8,191
28,800
9,045
41,847
40,713
35,945
20,589
7,730
12,725
5,507
41,244
6,818
23,617
73,334
73,115
6,602
5,790 $ 2,664 $
256 4,281
2,369 12,067
4,066 19,123
2,023 4,352
1,530 3,366
1,775 7,356
1,914 4,318
5,618 10,417
1,353 8,820
775 8,494
4,131 68,109
497 2,601
613 19,071
168 2,681
552 5,678
729 6,372
73,569 57,240
285 1,982
4,367 25,552
287 3,163
569 6,282
2,823 3,576
4,407 15,444
683 1,013
27,236 3,558
3,378 1,092
7,326 3,217
3,441 7,670
1,261 10,608
1,786 3,525
4,346 22,680
7,031 3,262
11,382 18,916
3,304 3,447
17,237
755
9,193 1,437
3,349 1,008
29,464 29,407
1,178 9,693
4,216 4,867
47,028 11,708
27,161 13,659
6,192 7,508
F-53
977
24,605 $ 27,269 $
5,258
6,610 18,677
5,430 24,553
6,764
2,412
4,812
8,178
4,541 11,897
5,723 10,041
10,788 21,205
4,198 13,018
2,577 11,071
16,168 84,277
4,607
18,075 37,146
3,833
7,796
9,272
137,058 194,298
2,859
9,593 35,145
4,426
1,263
8,967
2,685
7,190
3,614
1,152
2,118
2,900
2,006
877
(308 )
(9,484 ) $ 17,785 $
4,950
(1,598 ) 17,079
(1,266 ) 23,287
6,323
(441 )
(743 )
7,435
(848 ) 11,049
9,014
(1,027 )
(2,073 ) 19,132
(1,360 ) 11,658
(775 ) 10,296
(3,626 ) 80,651
4,267
(1,546 ) 35,600
3,428
6,708
8,391
(43,291 ) 151,007
2,570
(1,755 ) 33,390
4,067
8,202
6,451
(405 )
(1,088 )
(881 )
(359 )
(765 )
(739 )
(340 )
(289 )
887
12,224 27,668
1,900
39,273 42,831
9,586 10,678
19,349 22,566
11,445 19,115
29,782 40,390
10,831 14,356
46,193 68,873
47,834 51,096
47,326 66,242
23,893 27,340
24,967 25,722
21,918 23,355
(138 )
(2,269 ) 25,399
1,762
(15,414 ) 27,417
(4,505 )
6,173
(8,540 ) 14,026
(2,767 ) 16,348
(5,202 ) 35,188
(5,080 )
9,276
(8,063 ) 60,810
(12,617 ) 38,479
(16,011 ) 50,231
(10,686 ) 16,654
(12,807 ) 12,915
8,507
(14,848 )
8,856
9,864
68,904 98,311
7,996 17,689
27,833 32,700
120,362 132,070
100,276 113,935
12,586 20,094
(4,261 )
5,603
(20,934 ) 77,377
(1,207 ) 16,482
(11,376 ) 21,324
(45,129 ) 86,941
(50,369 ) 63,566
(4,449 ) 15,645
27,347
2,639
8,481
13,471
3,132
2,973
5,483
5,125
9,896
6,736
5,165
29,668
2,472
20,400
1,885
2,703
3,627
118,280
1,567
19,679
2,579
4,553
2,375
14,983
545
18,951
6,655
10,059
9,765
22,658
7,138
45,835
40,337
34,820
14,582
11,311
20,838
6,207
55,875
10,476
31,607
48,548
52,666
10,598
Table of Contents
Property Name
Casa del Mar at Baymeadows
Cedar Rim
Center Square
Charleston Landing
Chesapeake Landing I
Chesapeake Landing II
Chestnut Hall
Chestnut Hill
Chimneys of Cradle Rock
Colonnade Gardens
Colony at Kenilworth
Columbus Avenue
Country Lakes I
Country Lakes II
Creekside
Creekside
Property
Type
Garden
Garden
High Rise
Garden
Garden
Garden
High Rise
Garden
Garden
Garden
Garden
Mid Rise
Garden
Garden
Garden
Garden
Oct-06
Apr-00
Oct-99
Sep-00
Sep-00
Mar-01
Oct-06
Apr-00
Jun-04
Oct-97
Oct-99
Sep-03
Apr-01
May-97
Jan-00
Mar-02
Crescent at West Hollywood, The
Mid Rise
Mar-02
Douglaston Villas and Townhomes
Elm Creek
Evanston Place
Farmingdale
Ferntree
Fisherman’s Village
Fishermans Wharf
Flamingo Towers
Forestlake Apartments
Four Quarters Habitat
Foxchase
Georgetown
Glen at Forestlake, The
Granada
Grand Pointe
Greens
Greenspoint at Paradise Valley
Hampden Heights
Harbour, The
Heritage Park at Alta Loma
Heritage Park Escondido
Heritage Park Livermore
Heritage Park Montclair
Heritage Village Anaheim
Hidden Cove
Hidden Cove II
Hidden Harbour
Highcrest Townhomes
Hillcreste
Hillmeade
Horizons West Apartments
Hunt Club
Hunt Club
Hunter’s Chase
Garden
Mid Rise
High Rise
Mid Rise
Garden
Garden
Garden
High Rise
Garden
Garden
Garden
Garden
Aug-99
Dec-97
Dec-97
Oct-00
Mar-01
Jan-06
Nov-96
Sep-97
Mar-07
Jan-06
Dec-97
Aug-02
Mar-07
Garden
Aug-02
Mid Rise
Dec-99
Garden
Jul-94
Garden
Jan-00
Garden
Jan-00
Garden
Mar-01
Garden
Jan-01
Garden
Oct-00
Garden
Oct-00
Garden
Mar-01
Garden
Oct-00
Garden
Jul-98
Garden
Jul-07
Garden
Garden
Oct-02
Town Home Jan-03
Mar-02
Garden
Nov-94
Garden
Dec-06
Mid Rise
Mar-01
Garden
Sep-00
Garden
Jan-01
Garden
(1)
Date
Consolidated
Location
Year Number
Built of Units Land Improvements Consolidation Land Improvements Total
Buildings and
(4)
(2)
Initial Cost
(3)
Cost
Capitalized
Buildings and Subsequent to
December 31, 2010
Total
Accumulated Cost
Depreciation Net of
AD
(AD)
Encumbrances
1985
1984
Jacksonville, FL
Newcastle, WA
1980
Doylestown, PA 1975
1985
Brandon, FL
1986
Aurora, IL
Aurora, IL
1987
Philadelphia, PA 1923
Philadelphia, PA 1963
1979
Columbia, MD
1973
Phoenix, AZ
1966
Towson, MD
1880
New York, NY
1982
Naperville, IL
1986
Naperville, IL
Denver, CO
1974
Simi Valley, CA 1985
West Hollywood,
CA
Altamonte
1979
Springs, FL
1987
Elmhurst, IL
1990
Evanston, IL
1975
Darien, IL
1968
Phoenix, AZ
1982
Indianapolis, IN
Clute, TX
1981
Miami Beach, FL 1960
Daytona Beach,
1982
FL
1976
Miami, FL
Alexandria, VA
1940
Framingham, MA 1964
Daytona Beach,
FL
1982
Framingham, MA 1958
1972
Columbia, MD
2000
Chandler, AZ
1985
Phoenix, AZ
1973
Denver, CO
1987
Melbourne, FL
1986
Alta Loma, CA
1986
Escondido, CA
1988
Livermore, CA
1985
Montclair, CA
1986
Anaheim, CA
1983
Escondido, CA
1986
Escondido, CA
1985
Melbourne, FL
Woodridge, IL
1968
Century City, CA 1989
1986
Nashville, TN
1970
Pacifica, CA
Austin, TX
1987
Gaithersburg, MD 1986
1985
Midlothian, VA
144 4,902
761
104
350
582
300 7,488
416 15,800
184 1,969
315 12,047
821 6,463
198 2,234
196
766
383 2,403
59 35,472
240 8,512
400 5,165
328 2,953
397 24,595
10,562
5,218
4,190
8,656
16,875
7,980
14,299
49,315
8,107
4,346
18,798
9,450
10,832
29,430
12,697
18,818
1,570 5,039
761
17,275
3,648
582
7,971 7,488
5,621 15,800
3,745 1,969
5,256 12,338
49,521 6,463
911 2,040
3,011
766
14,392 2,403
3,763 35,527
3,422 8,512
6,072 5,165
5,668 3,189
7,149 25,245
11,995 17,034
22,493 23,254
7,838 8,420
16,627 24,115
22,496 38,296
11,725 13,694
19,264 31,602
98,836 105,299
9,212 11,252
7,357 8,123
33,190 35,593
13,158 48,685
14,254 22,766
35,502 40,667
18,129 21,318
25,317 50,562
(2,302 ) 14,732
(12,073 ) 11,181
(3,479 ) 4,941
(7,051 ) 17,064
(8,693 ) 29,603
(5,276 ) 8,418
(5,490 ) 26,112
(43,941 ) 61,358
(2,702 ) 8,550
(4,004 ) 4,119
(16,540 ) 19,053
(5,818 ) 42,867
(5,882 ) 16,884
(15,568 ) 25,099
(8,709 ) 12,609
(9,342 ) 41,220
9,294
7,772
14,644
13,057
24,331
10,099
18,356
58,962
16,494
1,464
24,128
25,324
14,367
24,539
14,157
40,670
130 15,382
10,215
15,245 15,765
25,077 40,842
(11,723 ) 29,119
24,195
234 1,666
372 5,534
189 3,232
240 11,763
219 2,078
328 2,156
360 1,257
1,127 32,191
120 3,691
336 2,383
2,113 15,419
207 12,351
26
897
72 4,577
325 2,715
324 2,303
336 3,042
376 3,224
162 4,108
232 1,200
196 1,055
167 1,039
144
690
196 1,832
334 3,043
117 12,730
216 1,444
176 3,045
315 33,755
288 2,872
78 8,763
384 10,342
336 17,859
320 7,935
9,353
30,830
25,546
15,174
13,752
9,936
7,584
38,399
4,320
17,199
96,062
13,168
862
4,058
16,771
713
13,223
12,905
3,563
6,428
7,565
9,170
4,149
8,541
17,615
6,530
7,590
13,452
47,216
16,069
6,376
11,920
13,149
7,915
7,941 1,666
17,543 5,635
4,453 3,232
9,317 11,763
3,462 2,079
3,023 2,156
5,757 1,257
220,608 32,239
17,294 18,960
48,272 53,907
29,999 33,231
24,491 36,254
17,213 19,292
12,959 15,115
13,341 14,598
258,959 291,198
(7,378 ) 11,582
(21,197 ) 32,710
(11,529 ) 21,702
(11,145 ) 25,109
(7,186 ) 12,106
(7,618 ) 7,497
(6,252 ) 8,346
(105,723 ) 185,475
610 3,860
16,848 2,379
34,962 15,496
2,216 12,351
4,761 8,621
34,051 36,430
130,947 146,443
15,384 27,735
(838 ) 7,783
(13,301 ) 23,129
(61,112 ) 85,331
(5,123 ) 22,612
209
933
881 4,577
5,613 2,715
27,389 2,303
12,552 3,042
6,885 3,453
6,360 4,108
3,621 1,200
1,454 1,055
1,434 1,039
1,279
690
1,821 1,832
7,524 3,043
5,614 12,849
5,500 1,444
1,727 3,045
26,126 35,862
14,093 2,872
1,634 8,887
8,707 10,342
4,272 17,859
3,534 7,935
1,035 1,968
4,939 9,516
22,384 25,099
28,102 30,405
25,775 28,817
19,561 23,014
9,923 14,031
10,049 11,249
9,019 10,074
10,604 11,643
5,428 6,118
10,362 12,194
25,139 28,182
12,025 24,874
13,090 14,534
15,179 18,224
71,235 107,097
30,162 33,034
7,886 16,773
20,627 30,969
17,421 35,280
11,449 19,384
(174 ) 1,794
(2,292 ) 7,224
(9,121 ) 15,978
(14,494 ) 15,911
(13,733 ) 15,084
(9,518 ) 13,496
(3,661 ) 10,370
(4,108 ) 7,141
(4,474 ) 5,600
(5,029 ) 6,614
(2,149 ) 3,969
(5,210 ) 6,984
(11,328 ) 16,854
(2,919 ) 21,955
(4,211 ) 10,323
(6,713 ) 11,511
(25,749 ) 81,348
(18,098 ) 14,936
(1,548 ) 15,225
(11,288 ) 19,681
(7,126 ) 28,154
(4,080 ) 15,304
10,384
34,695
21,417
17,349
6,977
6,350
6,852
117,541
4,658
10,974
218,590
12,070
1,022
4,040
16,690
12,087
15,884
13,639
—
7,264
7,299
7,532
4,620
8,858
30,561
11,420
—
10,724
56,594
18,076
5,250
17,143
31,787
16,169
F-54
Table of Contents
Property Name
Hunter’s Crossing
Hunters Glen IV
Hunters Glen V
Hunters Glen VI
Hyde Park Tower
Independence Green
Indian Oaks
Island Club
Island Club
Key Towers
Lakeside
Lakeside at Vinings Mountain
Lakeside Place
Lamplighter Park
Latrobe
Lazy Hollow
Lewis Park
Lincoln Place Garden
Lodge at Chattahoochee, The
Los Arboles
Malibu Canyon
Maple Bay
Mariners Cove
Meadow Creek
Merrill House
Mesa Royale
Monterey Grove
Oak Park Village
Ocean Oaks
One Lytle Place
Pacific Bay Vistas
Pacifica Park
Palazzo at Park La Brea, The
Palazzo East at Park La Brea, The
Paradise Palms
Park Towne Place
Parktown Townhouses
Parkway
Pathfinder Village
Peachtree Park
Peak at Vinings Mountain, The
Peakview Place
Peppertree
Pine Lake Terrace
Pine Shadows
Pines, The
Plantation Gardens
Post Ridge
Ramblewood
Ravensworth Towers
Reflections
Property
Type
(1)
Date
Consolidated
Location
Year Number
Built of Units Land Improvements Consolidation Land Improvements Total
Buildings and
(4)
(2)
Initial Cost
(3)
Cost
Capitalized
Buildings and Subsequent to
December 31, 2010
Total
Accumulated Cost
Depreciation Net of
AD
(AD)
Encumbrances
Apr-01
Garden
Oct-99
Garden
Oct-99
Garden
Oct-99
Garden
High Rise Oct-04
Garden
Garden
Jan-06
Mar-02
Oct-00
Garden
Garden
Oct-00
High Rise Apr-01
Oct-99
Garden
Jan-00
Garden
Oct-99
Garden
Garden
Apr-00
High Rise Jan-03
Apr-05
Garden
Jan-06
Garden
Oct-04
Garden
Garden
Garden
Garden
Oct-99
Sep-97
Mar-02
Dec-99
Garden
Mar-02
Garden
Garden
Jul-94
High Rise Jan-00
Jul-94
Garden
Jun-08
Garden
Oct-00
Garden
Garden
May-98
High Rise Jan-00
Mar-01
Garden
Garden
Jul-06
Mid Rise Feb-04
Mid Rise Mar-05
Jul-94
Garden
High Rise Apr-00
Oct-99
Garden
Mar-00
Garden
Jan-06
Garden
Jan-96
Garden
Jan-00
Garden
Jan-00
Garden
Mar-02
Garden
Mar-02
Garden
May-98
Garden
Oct-98
Garden
Oct-99
Garden
Jul-00
Garden
Garden
Dec-99
High Rise Jun-04
Oct-02
Garden
1970
1986
1986
1967
1976
1976
1976
1990
Leesburg, VA
Plainsboro, NJ
Plainsboro, NJ
Plainsboro, NJ
Chicago, IL
Farmington Hills,
MI
1960
Simi Valley, CA 1986
Daytona Beach,
1986
FL
1986
Oceanside, CA
1964
Alexandria, VA
1972
Lisle, IL
1983
Atlanta, GA
1976
Houston, TX
Bellevue, WA
1967
Washington, DC 1980
1979
Columbia, MD
1972
Carbondale, IL
Venice, CA
1951
Sandy Springs,
GA
Chandler, AZ
Calabasas, CA
Virginia Beach,
1971
VA
1984
San Diego, CA
Boulder, CO
1968
Falls Church, VA 1964
1985
Mesa, AZ
1999
San Jose, CA
Lansing, MI
1973
Port Orange, FL 1987
1980
Cincinnati, OH
1987
San Bruno, CA
Pacifica, CA
1977
Los Angeles, CA 2002
Los Angeles, CA 2005
1985
Phoenix, AZ
Philadelphia, PA 1959
Deer Park, TX
1968
Willamsburg, VA 1971
1973
Fremont, CA
1969
Atlanta, GA
1980
Atlanta, GA
1975
Englewood, CO
1971
Cypress, CA
Garden Grove,
1971
CA
1983
Tempe, AZ
1984
Palm Bay, FL
1971
Plantation, FL
1972
Nashville, TN
1973
Wyoming, MI
Annandale, VA
1974
Casselberry, FL 1984
164 2,244
264 2,709
304 3,283
328 2,787
155 4,683
7,763
14,420
17,337
15,501
14,928
4,360 2,244
5,028 2,709
5,410 3,283
6,279 2,787
2,901 4,731
12,123 14,367
19,448 22,157
22,747 26,030
21,780 24,567
17,781 22,512
(7,363 ) 7,004
(10,380 ) 11,777
(12,046 ) 13,984
(12,372 ) 12,195
(3,462 ) 19,050
981 10,293
254 23,927
24,586
15,801
21,221 10,156
4,086 24,523
45,944 56,100
19,291 43,814
(15,476 ) 40,624
(6,778 ) 37,036
204 6,086
592 18,027
140 1,526
568 5,840
220 2,109
734 6,160
174 2,225
175 3,459
178 2,424
269 1,407
696 43,979
312 2,320
232 1,662
698 66,257
414 2,598
500 —
332 1,435
159 1,836
832
153
224 34,175
618 10,048
296 2,132
231 2,662
308 3,703
104 12,770
521 47,822
611 61,004
647
130
959 10,451
309 2,570
148
386
246 19,595
303 4,683
280 2,651
296 3,440
136 7,835
111 3,975
272 2,095
216
603
372 3,773
150 1,883
1,704 8,607
219 3,455
336 3,906
8,571
28,654
7,050
27,937
11,863
34,151
9,272
9,103
12,181
12,193
10,439
16,370
9,504
53,438
16,141
66,861
24,532
10,831
4,569
21,939
16,771
12,855
21,800
62,460
6,579
125,464
136,503
3,515
47,301
12,052
2,834
14,838
11,713
13,660
18,734
5,224
6,035
11,899
3,318
19,443
6,712
61,082
17,157
10,491
2,330 6,087
12,050 18,027
5,031 1,526
28,990 5,840
15,288 2,109
15,829 6,160
4,513 2,225
15,756 3,459
1,075 2,424
3,403 1,404
99,532 42,894
10,900 16,987
40,704 58,731
12,081 13,607
56,927 62,767
27,151 29,260
49,980 56,140
13,785 16,010
24,859 28,318
13,256 15,680
15,599 17,003
111,056 153,950
(4,927 ) 12,060
(18,241 ) 40,490
(5,674 ) 7,933
(26,920 ) 35,847
(13,281 ) 15,979
(21,691 ) 34,449
(7,046 ) 8,964
(12,479 ) 15,839
(5,985 ) 9,695
(9,351 ) 7,652
(1,943 ) 152,007
22,232 2,320
3,522 1,662
35,821 69,834
38,602 40,922
13,026 14,688
85,682 155,516
(18,613 ) 22,309
(6,226 ) 8,462
(35,048 ) 120,468
30,168 2,598
7,555 —
6,526 1,435
6,423 1,836
832
9,675
2,424 34,325
8,035 10,048
3,424 2,132
12,916 2,662
25,945 22,994
3,234 12,970
11,001 48,362
22,826 72,578
647
7,074
55,507 10,451
10,497 2,570
3,326
386
8,400 19,595
11,744 4,683
17,806 2,651
4,695 3,440
2,868 8,030
2,209 4,125
3,888 2,095
2,830
603
9,324 3,773
4,321 1,883
3,863 8,661
3,018 3,455
4,538 3,906
46,309 48,907
74,416 74,416
31,058 32,493
17,254 19,090
14,244 15,076
24,213 58,538
24,806 34,854
16,279 18,411
34,716 37,378
69,114 92,108
9,613 22,583
135,925 184,287
147,755 220,333
10,589 11,236
102,808 113,259
22,549 25,119
6,160 6,546
23,238 42,833
23,457 28,140
31,466 34,117
23,429 26,869
7,897 15,927
8,094 12,219
15,787 17,882
6,148 6,751
28,767 32,540
11,033 12,916
64,891 73,552
20,175 23,630
15,029 18,935
(20,430 ) 28,477
(21,635 ) 52,781
(14,418 ) 18,075
(5,336 ) 13,754
(6,590 ) 8,486
(2,999 ) 55,539
(14,010 ) 20,844
(7,139 ) 11,272
(14,193 ) 23,185
(55,442 ) 36,666
(2,801 ) 19,782
(35,703 ) 148,584
(33,073 ) 187,260
(6,439 ) 4,797
(29,724 ) 83,535
(8,886 ) 16,233
(3,583 ) 2,963
(4,555 ) 38,278
(10,572 ) 17,568
(15,234 ) 18,883
(16,129 ) 10,740
(3,151 ) 12,776
(2,929 ) 9,290
(8,163 ) 9,719
(2,701 ) 4,050
(12,033 ) 20,507
(5,084 ) 7,832
(15,065 ) 58,487
(10,249 ) 13,381
(5,493 ) 13,442
6,845
19,864
23,864
24,838
13,842
27,372
32,716
8,440
64,102
10,736
29,050
9,297
26,670
10,444
21,960
13,896
3,739
63,000
10,974
7,996
96,233
32,994
4,915
23,746
15,600
5,093
34,826
23,487
10,295
15,450
—
11,049
123,809
150,000
6,315
85,165
10,554
9,128
19,121
9,231
10,002
12,567
15,617
11,898
7,500
1,896
23,798
5,961
34,388
20,172
10,700
F-55
Table of Contents
Property Name
Reflections
Reflections
Regency Oaks
Remington at Ponte Vedra Lakes
River Club
River Reach
Riverbend Village
Riverloft
Riverside
Rosewood
Royal Crest Estates
Royal Crest Estates
Royal Crest Estates
Royal Crest Estates
Royal Crest Estates
Runaway Bay
Runaway Bay
Savannah Trace
Scotchollow
Scottsdale Gateway I
Scottsdale Gateway II
Shadow Creek
Shenandoah Crossing
Signal Pointe
Signature Point
Springwoods at Lake Ridge
Spyglass at Cedar Cove
Stafford
Steeplechase
Steeplechase
Sterling Apartment Homes, The
Stone Creek Club
Sun Lake
Sun River Village
Tamarac Village
Tamarind Bay
Tatum Gardens
Bluffs at Pacifica, The
Timbertree
Towers Of Westchester Park, The
Township At Highlands
Twin Lake Towers
Twin Lakes
Vantage Pointe
Verandahs at Hunt Club
Views at Vinings Mountain, The
Villa Del Sol
Village Crossing
Village in the Woods
Village of Pennbrook
Villages of Baymeadows
Property
Type
(1)
Date
Consolidated
Location
Year Number
Built of Units Land Improvements Consolidation Land Improvements Total
Buildings and
(4)
(2)
Initial Cost
(3)
Cost
Capitalized
Buildings and Subsequent to
December 31, 2010
Total
Accumulated Cost
Depreciation Net of
(AD)
AD
Encumbrances
Garden
Sep-00
Garden
Garden
Oct-00
Oct-99
Garden
Garden
Garden
Garden
High Rise
High Rise
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Dec-06
Apr-05
Sep-00
Jul-01
Oct-99
Apr-00
Mar-02
Aug-02
Aug-02
Aug-02
Aug-02
Aug-02
Oct-00
Jul-02
Mar-01
Jan-06
Oct-97
Oct-97
May-98
Sep-00
Oct-99
Nov-96
Jul-02
Sep-00
Garden
Oct-02
High Rise
Sep-00
Garden
Jul-02
Garden
Oct-99
Garden
Sep-00
Garden
May-98
Garden
Oct-99
Garden
Apr-00
Garden
Jan-00
Garden
May-98
Garden
Oct-06
Garden
Oct-97
Garden
High Rise
Jan-06
Town Home Nov-96
Oct-99
High Rise
Apr-00
Garden
Aug-02
Mid Rise
Jul-02
Garden
Jan-06
Garden
Mar-02
Garden
Garden
Garden
Garden
Garden
May-98
Jan-00
Oct-98
Oct-99
1987
1986
1961
Virginia Beach,
VA
West Palm
Beach, FL
Fern Park, FL
Ponte Vedra
1986
Beach, FL
1998
Edgewater, NJ
1986
Naples, FL
Arlington, TX
1983
Philadelphia, PA 1910
1973
Alexandria, VA
1976
Camarillo, CA
Fall River, MA
1974
Marlborough, MA 1970
Nashua, NH
1970
North Andover,
1970
MA
1972
Warwick, RI
Lantana, FL
1987
Pinellas Park, FL 1986
1986
Shaumburg, IL
1971
San Mateo, CA
1965
Tempe, AZ
1972
Tempe, AZ
1984
Mesa, AZ
1984
Fairfax, VA
Winter Park, FL
1969
League City, TX 1994
Woodbridge, VA 1984
Lexington Park,
1985
MD
1889
Baltimore, MD
1986
Largo, MD
Plano, TX
1985
Philadelphia, PA 1961
Germantown, MD 1984
1986
Lake Mary, FL
1981
Tempe, AZ
Denver, CO
1979
St. Petersburg, FL 1980
1985
Phoenix, AZ
1963
Pacifica, CA
Phoenix, AZ
1979
College Park, MD 1972
1985
Centennial, CO
1969
Westmont, IL
Palm Harbor, FL 1986
Swampscott, MA 1987
1985
Apopka, FL
1983
Atlanta, GA
Norwalk, CA
1972
West Palm
Beach, FL
Cypress, TX
Levittown, PA
Jacksonville, FL
1985
1983
1969
1972
F-56
480 15,988
13,684
5,591 15,988
19,275 35,263
(8,531 ) 26,732
39,832
300 5,504
343 1,832
9,984
9,905
4,677 5,504
10,415 1,832
14,661 20,165
20,320 22,152
(5,777 ) 14,388
(11,054 ) 11,098
9,101
10,978
344 18,576
266 30,578
556 17,728
201
893
184 2,120
1,222 10,433
152 12,128
216 5,832
473 25,178
902 68,231
588 51,292
492 22,433
404 5,934
192 1,884
368 13,960
418 49,474
124
591
487 2,458
266 2,016
640 18,492
368 2,382
304 2,810
180 5,587
152 3,241
96
706
240 3,675
368 7,056
537 8,871
240 13,593
600 4,551
334 2,367
564 3,928
200 1,091
128 1,323
64 7,975
387 2,292
303 15,198
161 1,615
399 3,268
262 2,062
96 4,749
210 2,271
180
610
120 7,294
189 1,618
530 3,457
722 10,229
904 4,859
18,650
30,638
18,337
4,128
11,287
65,474
8,060
12,044
28,786
45,562
36,808
24,095
16,052
7,045
20,731
17,756
3,359
13,927
11,886
57,197
11,359
17,579
7,284
5,094
4,032
16,111
10,510
55,364
9,347
25,543
13,303
23,491
6,310
7,155
4,131
13,000
22,029
9,773
18,763
12,850
10,089
7,724
5,026
4,861
8,188
15,787
38,222
33,957
2,468 18,795
2,155 30,579
7,378 17,728
5,054
893
31,208 2,120
80,363 10,409
2,532 12,430
2,082 5,832
4,117 25,178
11,730 68,231
10,653 51,292
5,605 22,433
8,111 5,934
3,843 1,884
4,369 13,960
8,864 49,474
8,042
591
23,595 2,458
4,017 2,016
8,058 18,492
22,094 2,382
2,983 2,810
1,450 5,587
2,735 3,241
3,454
562
3,755 3,675
7,183 7,056
21,600 8,871
3,381 13,593
32,151 4,551
4,157 2,367
8,715 4,223
5,193 1,091
2,035 1,323
10,549 8,108
6,728 2,292
4,763 15,198
6,227 1,536
23,912 3,268
4,809 2,062
1,432 4,749
3,346 2,271
12,158
610
2,666 7,476
20,899 39,694
32,792 63,371
25,715 43,443
9,182 10,075
42,495 44,615
145,861 156,270
10,290 22,720
14,126 19,958
32,903 58,081
57,292 125,523
47,461 98,753
29,700 52,133
24,163 30,097
10,888 12,772
25,100 39,060
26,620 76,094
11,401 11,992
37,522 39,980
15,903 17,919
65,255 83,747
33,453 35,835
20,562 23,372
8,734 14,321
7,829 11,070
7,630 8,192
19,866 23,541
17,693 24,749
76,964 85,835
12,728 26,321
57,694 62,245
17,460 19,827
31,911 36,134
11,503 12,594
9,190 10,513
14,547 22,655
19,728 22,020
26,792 41,990
16,079 17,615
42,675 45,943
17,659 19,721
11,521 16,270
11,070 13,341
17,184 17,794
7,345 14,821
(4,581 ) 35,113
(7,544 ) 55,827
(11,353 ) 32,090
(4,704 ) 5,371
(16,738 ) 27,877
(72,434 ) 83,836
(3,749 ) 18,971
(6,329 ) 13,629
(15,197 ) 42,884
(28,323 ) 97,200
(21,029 ) 77,724
(13,883 ) 38,250
(9,195 ) 20,902
(2,988 ) 9,784
(9,545 ) 29,515
(5,014 ) 71,080
(5,172 ) 6,820
(18,369 ) 21,611
(8,416 ) 9,503
(30,696 ) 53,051
(13,652 ) 22,183
(7,452 ) 15,920
(2,349 ) 11,972
(3,595 ) 7,475
(4,261 ) 3,931
(8,054 ) 15,487
(6,390 ) 18,359
(34,388 ) 51,447
(7,386 ) 18,935
(24,911 ) 37,334
(9,273 ) 10,554
(17,565 ) 18,569
(6,110 ) 6,484
(5,152 ) 5,361
(2,601 ) 20,054
(10,752 ) 11,268
(5,219 ) 36,771
(7,771 ) 9,844
(19,292 ) 26,651
(8,622 ) 11,099
(3,847 ) 12,423
(3,268 ) 10,073
(9,692 ) 8,102
(3,122 ) 11,699
3,040 1,618
10,605 3,457
14,189 10,229
55,352 4,859
11,228 12,846
26,392 29,849
52,411 62,640
89,309 94,168
(5,947 ) 6,899
(14,251 ) 15,598
(24,526 ) 38,114
(47,875 ) 46,293
24,345
37,920
23,354
—
18,881
105,508
17,900
11,686
34,969
48,117
59,507
37,433
21,521
8,848
22,015
48,982
5,800
16,699
—
68,604
18,596
10,269
14,250
10,300
4,255
23,326
16,575
76,778
24,611
35,128
10,467
18,212
6,838
7,334
6,323
4,062
27,272
16,365
26,759
10,471
6,978
10,891
13,577
13,386
7,000
19,250
47,804
37,113
Table of Contents
Property Name
Villas at Park La Brea, The
Vista Del Lagos
Waterford Village
Waterways Village
Waverly Apartments
West Winds
Westway Village
Wexford Village
Willow Bend
Willow Park on Lake Adelaide
Windrift
Windrift
Windsor Crossing
Windsor Park
Woodcreek
Woods of Burnsville
Woods of Inverness
Woods Of Williamsburg
Yacht Club at Brickell
Yorktown Apartments
Property
Type
(1)
Date
Consolidated
Location
Year Number
Built of Units
Land
(2)
Initial Cost
(3)
Cost
Capitalized
Buildings and Subsequent to
Improvements Consolidation Land
December 31, 2010
Buildings and
Improvements Total
(4)
Total
Accumulated Cost
Depreciation Net of
AD
(AD)
Encumbrances
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Garden
Mar-02
Dec-97
Aug-02
Jun-97
Aug-08
Oct-02
May-98
Aug-02
Garden
May-98
Garden
Garden
Garden
Oct-99
Mar-01
Oct-00
Mar-00
Garden
Mar-01
Garden
Oct-02
Garden
Nov-04
Garden
Oct-99
Garden
Jan-06
Garden
High Rise Dec-03
High Rise Dec-99
1969
Los Angeles, CA 2002
Chandler, AZ
1986
Bridgewater, MA 1971
1994
Aventura, FL
1970
Brighton, MA
1985
Orlando, FL
1977
Houston, TX
Worcester, MA
1974
Rolling Meadows,
IL
Altamonte
Springs, FL
Oceanside, CA
Orlando, FL
Newport News,
VA
1978
Woodbridge, VA 1987
1985
Mesa, AZ
1984
Burnsville, MN
Houston, TX
1983
Williamsburg, VA 1976
1998
Miami, FL
1971
Lombard, IL
1972
1987
1987
250
200
588
180
103
272
326
264
8,621
804
28,585
4,504
7,696
2,324
2,921
6,339
48,871
4,952
28,102
11,064
11,347
11,481
11,384
17,939
3,886
3,646
5,896
4,062
1,275
3,319
3,503
2,203
8,630
804
29,110
4,504
7,920
2,324
2,921
6,339
52,748
8,598
33,473
15,126
12,398
14,800
14,887
20,142
61,378
9,402
62,583
19,630
20,318
17,124
17,808
26,481
(14,930 )
(3,740 )
(17,747 )
(7,089 )
(1,302 )
(5,545 )
(7,395 )
(8,167 )
46,448
5,662
44,836
12,541
19,016
11,579
10,413
18,314
28,949
11,618
40,130
6,443
12,000
12,570
7,677
13,269
328
2,717
15,437
26,536
2,717
41,973
44,690
(18,148 )
26,542
19,595
185
404
288
1,225
24,960
3,696
156
220
432
400
272
125
357
364
307
4,279
2,426
3,954
2,146
798
31,363
2,971
7,357
17,590
10,029
2,110
15,970
15,886
18,125
10,978
3,657
32,214
18,163
3,519
19,325
5,834
1,224
24,960
3,696
10,877
36,915
15,863
12,101
61,875
19,559
(6,063 )
(18,841 )
(6,451 )
6,038
43,034
13,108
2,528
2,329
4,767
2,890
4,115
1,102
5,418
17,222
131
4,279
2,426
3,954
2,146
798
31,363
3,055
4,814
18,299
20,653
21,015
15,093
4,759
37,632
35,301
4,945
22,578
23,079
24,969
17,239
5,557
68,995
38,356
(2,358 )
(7,179 )
(11,433 )
(8,248 )
(7,424 )
(3,546 )
(7,188 )
(13,149 )
2,587
15,399
11,646
16,721
9,815
2,011
61,807
25,207
6,716
44,601
16,841
1,885
19,325
19,165
16,580
5,878
1,090
37,289
25,469
Total Conventional Properties
67,668 1,946,419
3,767,197
2,245,548 2,002,838
5,956,326 7,959,164
(2,388,645 ) 5,570,519
4,695,494
Affordable Properties:
All Hallows
Alliance Towers
Antioch Towers
Anton Square
Arvada House
Bayview
Beacon Hill
Bedford House
Benjamin Banneker Plaza
Berger Apartments
Biltmore Towers
Birchwood
Blakewood
Bolton North
Bridge Street
Brittany Apartments
Burchwood
Butternut Creek
California Square I
Calvert City
Canterbury Towers
Canyon Shadows
Carriage House
Castlewood
City Line
Clisby Towers
Club, The
Cold Spring Homes
Garden
Jan-06
High Rise Mar-02
High Rise Jan-10
Garden
Jan-10
High Rise Nov-04
Garden
Jun-05
High Rise Mar-02
Mid Rise Mar-02
Mid Rise Jan-06
Mid Rise Mar-02
High Rise Mar-02
Jan-10
Garden
Oct-05
Garden
High Rise Jan-06
Jan-10
Garden
Jan-10
Garden
Garden
Oct-07
Mid Rise Jan-06
High Rise Jan-06
Garden
Jan-10
High Rise Jan-06
Garden
Jan-10
Mid Rise Dec-06
Mar-02
Garden
Garden
Mar-02
Mid Rise Jan-06
Jan-06
Garden
Oct-07
Garden
San Francisco, CA 1976
1979
Alliance, OH
1976
Cleveland, OH
Whistler, AL
1984
1977
Arvada, CO
San Francisco, CA 1976
1980
Hillsdale, MI
1979
Falmouth, KY
1976
Chester, PA
1981
New Haven, CT
1980
Dayton, OH
1963
Dallas, TX
1973
Statesboro, GA
Baltimore, MD
1977
East Stroudsburg,
1999
PA
1971
Raytown, MO
1999
Berea, KY
1980
Charlotte, MI
Louisville, KY
1982
Calvert City, KY 1980
1976
Worcester, MA
1971
Riverside, CA
1885
Petersburg, VA
Davenport, IA
1980
Newport News,
1976
VA
1980
Macon, GA
Lexington, NC
1972
Cold Springs, KY 2000
157
101
171
48
88
146
198
48
70
144
230
276
42
209
52
144
24
100
101
60
156
120
118
96
200
52
87
30
1,348
530
720
152
641
1,023
1,380
230
79
1,152
1,813
975
316
1,450
398
465
147
505
154
128
567
488
847
585
500
524
498
118
F-57
29,770
1,934
8,802
1,846
3,314
15,265
7,044
919
3,862
4,657
6,411
5,525
882
6,569
2,255
2,635
247
3,617
5,704
694
4,557
2,763
2,886
2,351
2,014
1,970
2,128
(433 )
20,594
773
88
53
1,800
16,581
6,650
335
810
2,609
13,229
—
402
806
47
—
494
3,785
560
11
1,012
—
3,454
1,544
7,329
272
688
1,129
1,338
530
720
152
405
582
1,093
230
79
1,152
1,813
975
316
1,429
398
465
147
505
154
128
567
488
716
585
500
524
498
118
50,374
2,707
8,890
1,899
5,350
32,287
13,981
1,254
4,672
7,266
19,640
5,525
1,284
7,396
2,302
2,635
741
7,402
6,264
705
5,569
2,763
6,471
3,895
9,343
2,242
2,816
696
51,712
3,237
9,610
2,051
5,755
32,869
15,074
1,484
4,751
8,418
21,453
6,500
1,600
8,825
2,700
3,100
888
7,907
6,418
833
6,136
3,251
7,187
4,480
9,843
2,766
3,314
814
(18,274 )
(838 )
(2,359 )
(393 )
(1,520 )
(12,021 )
(4,080 )
(494 )
(3,118 )
(2,332 )
(10,325 )
(380 )
(1,167 )
(2,579 )
(169 )
(194 )
(274 )
(3,124 )
(3,813 )
(663 )
(3,984 )
(205 )
(1,951 )
(1,753 )
(1,598 )
(1,736 )
(2,142 )
(383 )
33,438
2,399
7,251
1,658
4,235
20,848
10,994
990
1,633
6,086
11,128
6,120
433
6,246
2,531
2,906
614
4,783
2,605
170
2,152
3,046
5,236
2,727
8,245
1,030
1,172
431
21,207
2,219
5,717
1,499
4,118
10,934
4,338
1,079
1,497
595
10,591
4,240
676
2,223
2,016
2,138
949
—
3,465
711
3,005
2,547
2,041
3,486
4,786
881
235
719
Table of Contents
Property Name
Community Circle II
Copperwood I Apartments
Copperwood II Apartments
Country Club Heights
Country Commons
Courtyard
Courtyards at Kirnwood
Courtyards of Arlington
Crevenna Oaks
Crockett Manor
Cumberland Court
Darby Townhouses
Daugette Tower
Day Meadows
Delhaven Manor
Denny Place
Douglas Landing
Elmwood
Fairburn and Gordon I
Fairburn and Gordon II
Fairwood
Fountain Place
Fox Run
Foxfire
Franklin Square School Apts
Friendset Apartments
Frio
Gates Manor
Georgetown Woods
Glens, The
Gotham Apts
Greenbriar
Hamlin Estates
Hanover Square
Harris Park Apartments
Hatillo Housing
Henna Townhomes
Hopkins Village
Hudson Gardens
Ingram Square
James Court
JFK Towers
Kephart Plaza
King Bell Apartments
Kirkwood House
Kubasek Trinity Manor
La Salle
La Vista
Lafayette Square
Lake Avenue Commons
Landau
Property
Type
(1)
Date
Consolidated
Location
(2)
Initial Cost
(3)
Cost
Capitalized
Buildings and Subsequent to
December 31, 2010
Total
Accumulated Cost
Depreciation Net of
Year Number
Built of Units Land Improvements Consolidation Land Improvements Total
Buildings and
(4)
(AD)
AD
Encumbrances
Garden
Jan-06
Garden
Apr-06
Oct-05
Garden
Mar-04
Garden
Jan-06
Garden
Jan-06
Mid Rise
Jan-10
Garden
Garden
Jan-10
Town Home Jan-06
Garden
Mar-04
Jan-06
Garden
Town Home Jan-10
Mar-02
High Rise
Garden
Mid Rise
Jan-10
Mar-02
Garden
Garden
Garden
Garden
Garden
Garden
Mid Rise
Garden
Garden
Mid Rise
High Rise
Garden
Garden
Garden
Garden
Garden
Garden
Garden
High Rise
Garden
Mid Rise
Garden
Mid Rise
Garden
Garden
Garden
Mid Rise
High Rise
Garden
High Rise
High Rise
Garden
Garden
Garden
Garden
Garden
Mar-02
Oct-07
Jan-06
Jan-10
Jan-06
Jan-06
Jan-06
Mar-02
Jan-06
Jan-06
Jan-06
Jan-06
Mar-04
Jan-10
Jan-06
Jan-10
Jan-06
Mar-02
Jan-06
Dec-97
Jan-06
Oct-07
Sep-03
Mar-02
Jan-06
Jan-10
Jan-06
Jan-06
Jan-06
Sep-04
Jan-06
Oct-00
Jan-06
Jan-06
Jan-10
Oct-05
1980
1975
1978
1983
1981
1976
1972
1980
1997
1996
1979
1982
1975
1970
1979
Cleveland, OH
The Woodlands,
TX
The Woodlands,
TX
Quincy, IL
Bensalem, PA
Cincinnati, OH
DeSoto, TX
Arlington, TX
Burke, VA
Trenton, TN
Harrisburg, PA
Sharon Hill, PA
Gadsden, AL
Mountain Home,
ID
Jackson, MS
North Hollywood,
1984
CA
1999
Austin, TX
1981
Athens, AL
1969
Atlanta, GA
1969
Atlanta, GA
1979
Carmichael, CA
1980
Connersville, IN
1983
Orange, TX
1975
Jackson, MI
1888
Baltimore, MD
1979
Brooklyn, NY
1980
Pearsall, TX
1981
Clinton, TN
1993
Indianapolis, IN
Rock Hill, SC
1982
Kansas City, MO 1930
Indianapolis, IN
1980
North Hollywood,
1983
CA
1980
Baltimore, MD
1968
Rochester, NY
1982
Hatillo, PR
1999
Round Rock, TX
1979
Baltimore, MD
1983
Pasadena, CA
1980
San Antonio, TX
1978
Meridian, ID
1983
Durham, NC
1978
Lock Haven, PA
1982
Milwaukie, OR
1979
Baltimore, MD
Yonkers, NY
1981
San Francisco, CA 1976
1981
Concord, CA
1978
Camden, SC
1982
Cleveland, OH
1970
Clinton, SC
F-58
129 263
4,699
962 263
5,661 5,924
(3,517 ) 2,407
3,275
150 390
8,373
4,879 363
13,279 13,642
(9,980 ) 3,662
5,529
150 452
200 676
352 1,853
137 1,362
198 861
140 758
50 355
38
42
108 379
172 1,298
100 540
5,552
5,715
17,657
4,876
4,881
4,293
4,849
1,395
4,040
11,115
2,178
3,442 459
4,872 675
4,493 1,853
548 1,362
— 861
— 758
247 355
73 130
863 379
218 1,298
1,841 540
8,987 9,446
10,588 11,263
22,150 24,003
5,424 6,786
4,881 5,742
4,293 5,051
5,096 5,451
1,380 1,510
4,903 5,282
11,333 12,631
4,019 4,559
(3,917 ) 5,529
(4,294 ) 6,969
(11,635 ) 12,368
(3,324 ) 3,462
(516 ) 5,226
(286 ) 4,765
(1,436 ) 4,015
(115 ) 1,395
(3,490 ) 1,792
(4,241 ) 8,390
(1,462 ) 3,097
44 270
104 575
1,530
2,304
11 270
2,046 575
1,541 1,811
4,350 4,925
(81 ) 1,730
(1,923 ) 3,002
17 394
96 750
80 346
102 143
58 439
86 176
102 440
70 420
160 856
65 566
259 550
63 327
80 266
90 375
88 839
105 471
121 812
30 1,010
199 1,656
114 475
64 202
160 1,716
165 438
41 914
120 630
50 345
177 750
101 609
62 204
261 1,281
130
54
145 1,841
75 565
72 142
79 488
80 1,293
1,579
4,250
2,643
1,941
1,360
5,264
2,091
1,992
6,853
3,581
16,825
2,207
2,225
2,125
4,135
5,419
3,272
1,691
9,575
2,786
2,875
9,197
5,973
1,548
3,137
1,955
7,970
3,796
2,497
9,358
8,308
19,568
4,448
1,875
2,763
1,429
146 394
95 750
426 346
292 143
484 439
460 176
2,914 378
1,050 420
2,505 856
259 566
1,873 550
419 327
927 264
— 375
1,187 839
79 471
396 812
262 1,010
510 1,656
1,321 475
515 202
270 1,736
3,593 549
607 914
5,863 630
9 345
872 750
569 609
205 204
8,143 1,338
1,864
54
17,382 1,866
4,230 581
98 142
— 488
320 1,293
1,725 2,119
4,345 5,095
3,069 3,415
2,233 2,376
1,844 2,283
5,724 5,900
5,067 5,445
3,042 3,462
9,358 10,214
3,840 4,406
18,698 19,248
2,626 2,953
3,154 3,418
2,125 2,500
5,322 6,161
5,498 5,969
3,668 4,480
1,953 2,963
10,085 11,741
4,107 4,582
3,390 3,592
9,447 11,183
9,455 10,004
2,155 3,069
9,000 9,630
1,964 2,309
8,842 9,592
4,365 4,974
2,702 2,906
17,444 18,782
10,172 10,226
36,925 38,791
8,662 9,243
1,973 2,115
2,763 3,251
1,749 3,042
(542 ) 1,577
(502 ) 4,593
(1,793 ) 1,622
867
(1,509 )
(1,568 )
715
(3,729 ) 2,171
(751 ) 4,694
(1,166 ) 2,296
(5,660 ) 4,554
(2,271 ) 2,135
(11,001 ) 8,247
(1,855 ) 1,098
(1,355 ) 2,063
(175 ) 2,325
(3,939 ) 2,222
(3,334 ) 2,635
(2,583 ) 1,897
(754 ) 2,209
(6,567 ) 5,174
(1,959 ) 2,623
(1,939 ) 1,653
(1,132 ) 10,051
(1,808 ) 8,196
(732 ) 2,337
(2,228 ) 7,402
(101 ) 2,208
(5,001 ) 4,591
(3,131 ) 1,843
(1,535 ) 1,371
(3,162 ) 15,620
(5,341 ) 4,885
(15,711 ) 23,080
(1,438 ) 7,805
451
(1,664 )
(158 ) 3,093
(1,770 ) 1,272
5,704
7,027
12,633
3,787
4,397
2,943
3,197
978
1,228
5,504
—
956
3,625
1,111
3,902
1,860
—
—
2,364
1,121
2,549
1,611
3,898
14,095
1,109
2,381
2,118
3,723
3,408
3,266
1,349
10,500
42
1,358
5,874
9,100
408
3,825
1,925
5,736
1,650
1,599
16,000
4,671
16,093
5,418
236
3,070
228
Table of Contents
Property Name
Laurelwood
Lock Haven Gardens
Locust House
Long Meadow
Loring Towers
Loring Towers Apartments
Madisonville
Maunakea Tower
Michigan Beach
Mill Pond
Mill Run
Miramar Housing
Montblanc Gardens
Monticello Manor
Moss Gardens
New Baltimore
Newberry Park
Nintey Five Vine Street
Northlake Village
Northpoint
Northwinds, The
Oakbrook
Oakwood Manor
O’Neil
Oswego Village
Overbrook Park
Oxford House
Panorama Park
Parc Chateau I
Parc Chateau II
Park — Joplin Apartments
Park Place
Park Vista
Parkways, The
Patman Switch
Pavilion
Peachwood Place
Pinebluff Village
Pinewood Place
Pleasant Hills
Plummer Village
Portner Place
Post Street Apartments
Pride Gardens
Rancho California
Ridgewood Towers
River Village
River’s Edge
Riverwoods
Rosedale Court Apartments
Round Barn
Property
Type
(1)
Date
Consolidated
Location
(2)
Initial Cost
(3)
Cost
Capitalized
Buildings and Subsequent to
December 31, 2010
Total
Accumulated Cost
Depreciation Net of
Year Number
Built of Units Land Improvements Consolidation Land Improvements Total
Buildings and
(4)
(AD)
AD
Encumbrances
Jan-06
Garden
Jan-06
Garden
Mar-02
High Rise
Jan-06
Garden
Oct-02
High Rise
Sep-03
High Rise
Jan-10
Garden
Jan-10
High Rise
Oct-07
Garden
Jan-06
Mid Rise
Jan-10
Garden
High Rise
Jan-06
Town Home Dec-03
Jan-10
Garden
Jan-06
Mid Rise
Mid Rise
Garden
Garden
Garden
Garden
Garden
Garden
Garden
High Rise
Garden
Garden
Mid Rise
Garden
Garden
Garden
Garden
Mid Rise
Garden
Garden
Mar-02
Dec-97
Jan-10
Oct-00
Jan-00
Mar-02
Jan-08
Mar-04
Jan-06
Jan-10
Jan-06
Mar-02
Mar-02
Jan-06
Jan-06
Oct-07
Jun-05
Oct-05
Jun-04
Jan-06
Garden
Mar-04
High Rise
Oct-07
Garden
Jan-06
Mid Rise
Mar-02
Garden
Apr-05
Garden
Mid Rise
Mar-02
Town Home Jan-06
Jan-06
High Rise
Dec-97
Garden
Jan-06
Garden
Mar-02
High Rise
High Rise
Jan-06
Town Home Jan-06
Jan-06
High Rise
Garden
Garden
Mar-04
Mar-02
Morristown, TN 1981
Lock Haven, PA 1979
Westminster, MD 1979
1973
Cheraw, SC
Minneapolis, MN 1975
Salem, MA
1973
Madisonville, KY 1981
1976
Honolulu, HI
1958
Chicago, IL
1982
Taunton, MA
1983
Mobile, AL
Ponce, PR
1983
1982
Yauco, PR
San Antonio, TX 1998
Lafayette, LA
1980
New Baltimore,
1980
MI
1995
Chicago, IL
1800
Hartford, CT
1971
Lima, OH
1921
Chicago, IL
Wytheville, VA 1978
1979
Topeka, KS
1984
Milan, TN
1978
Troy, NY
1979
Columbia, PA
1981
Chillicothe, OH
1979
Deactur, IL
1982
Bakersfield, CA
1973
Lithonia, GA
1974
Lithonia, GA
1974
Joplin, MO
1977
St Louis, MO
1958
Anaheim, CA
Chicago, IL
1925
Hughes Springs,
TX
1978
Philadelphia, PA 1976
1999
Waycross, GA
1980
Salisbury, MD
1979
Toledo, OH
1982
Austin, TX
North Hills, CA
1983
Washington, DC 1980
1930
Yonkers, NY
1975
Flora, MS
1984
Temecula, CA
1977
East Moline, IL
1980
Flint, MI
1983
Greenville, MI
Kankakee, IL
1983
Dawson Springs,
KY
Champaign, IL
1981
1979
F-59
65
75
150 1,163
99 650
56 158
230 1,297
250 129
60
73
380 7,995
239 2,225
49
80
50 293
96 367
128 391
154 647
114 524
101 888
84 1,380
31 188
150 487
305 2,280
144 500
170 550
95
34
115
88
68 392
50 136
156 993
66 621
86 592
88 596
192 1,154
242 742
392 6,155
446 3,684
82 727
296 —
72 390
151 1,112
99 420
100 1,188
75 624
48 697
56 148
76 102
55 488
140 698
340 1,756
49 311
125 590
1,870
6,045
2,604
1,342
7,445
14,050
367
45,305
10,797
2,704
2,569
5,085
3,859
3,665
3,818
2,360
7,632
1,062
1,317
14,334
2,012
2,915
498
4,067
2,221
2,282
4,164
5,520
1,442
2,965
5,539
6,327
25,929
23,257
1,382
15,416
748
7,177
1,698
2,631
2,647
3,753
3,315
1,071
5,462
2,803
13,877
2,097
4,932
86
224
75
666 1,163
851 650
214 158
7,643 886
6,599 187
73
3,702 7,995
978 2,225
319
80
42 293
425 367
1,010 391
— 647
824 524
5,157 896
486 1,380
626 188
1,886 487
16,706 2,510
575 500
885 550
18 103
864
88
— 392
311 136
928 993
884 619
521 592
497 596
402 1,154
9,798 705
4,822 6,155
18,115 3,427
616 727
1,471 —
82 390
758 1,112
1,276 420
3,529 1,229
1,637 667
142 697
461 148
1,753 102
307 488
818 698
3,599 1,756
391 311
3,475 598
453
2,094 2,169
6,711 7,874
3,455 4,105
1,556 1,714
15,499 16,385
20,591 20,778
526
49,007 57,002
11,775 14,000
3,023 3,103
2,611 2,904
5,510 5,877
4,869 5,260
3,665 4,312
4,642 5,166
508
7,509 8,405
8,118 9,498
1,688 1,876
3,203 3,690
30,810 33,320
2,587 3,087
3,800 4,350
611
4,931 5,019
2,221 2,613
2,593 2,729
5,092 6,085
6,406 7,025
1,963 2,555
3,462 4,058
5,941 7,095
16,162 16,867
30,751 36,906
41,629 45,056
1,998 2,725
16,887 16,887
830 1,220
7,935 9,047
2,974 3,394
6,119 7,348
4,241 4,908
3,895 4,592
3,776 3,924
2,824 2,926
5,769 6,257
3,621 4,319
17,476 19,232
2,488 2,799
8,399 8,997
(498 )
(1,350 )
819
(4,894 ) 2,980
(1,228 ) 2,877
482
(1,232 )
(4,787 ) 11,598
(4,763 ) 16,015
28
(2,074 ) 54,928
(4,011 ) 9,989
(1,768 ) 1,335
(818 ) 2,086
(3,099 ) 2,778
(2,645 ) 2,615
(250 ) 4,062
(3,174 ) 1,992
(1,905 ) 6,500
(2,972 ) 6,526
(104 ) 1,772
(1,987 ) 1,703
(16,997 ) 16,323
(1,466 ) 1,621
(773 ) 3,577
471
(140 )
(3,452 ) 1,567
(140 ) 2,473
(1,458 ) 1,271
(2,109 ) 3,976
(1,687 ) 5,338
694
(1,861 )
(2,626 ) 1,432
(924 ) 6,171
(10,003 ) 6,864
(7,763 ) 29,143
(14,959 ) 30,097
(1,589 ) 1,136
(4,984 ) 11,903
(159 ) 1,061
(5,801 ) 3,246
(1,408 ) 1,986
(2,237 ) 5,111
(1,968 ) 2,940
(431 ) 4,161
(2,407 ) 1,517
(1,586 ) 1,340
(3,035 ) 3,222
(1,418 ) 2,901
(11,075 ) 8,157
(1,731 ) 1,068
(1,678 ) 7,319
40 194
156 947
1,177
5,134
222 194
5,764 810
1,399 1,593
11,035 11,845
(612 )
981
(2,565 ) 9,280
1,320
2,359
2,084
165
10,501
15,786
589
34,957
5,576
983
1,466
2,769
3,252
3,935
1,946
2,179
7,299
1,055
—
19,101
1,466
2,636
316
2,595
1,395
1,432
2,627
2,255
359
361
3,165
9,423
37,656
21,209
1,229
8,680
737
1,893
1,992
3,171
2,560
6,348
1,518
1,062
4,480
1,418
6,929
521
4,702
858
5,078
Table of Contents
Property Name
San Jose Apartments
San Juan Del Centro
Sandy Hill Terrace
Sandy Springs
Santa Maria
School Street
Sherman Hills
Shoreview
South Bay Villa
Springfield Villas
St. George Villas
Stonegate Apts
Sumler Terrace
Summit Oaks
Suntree
Tabor Towers
Tamarac Apartments I
Tamarac Apartments II
Terraces
Terry Manor
Tompkins Terrace
Trestletree Village
Underwood Elderly
Underwood Family
University Square
Van Nuys Apartments
Verdes Del Oriente
Vicente Geigel Polanco
Victory Square
Villa de Guadalupe
Village Oaks
Village of Kaufman
Villas of Mount Dora
Vintage Crossing
Vista Park Chino
Wah Luck House
Walnut Hills
Wasco Arms
Washington Square West
Westwood Terrace
White Cliff
Whitefield Place
Wickford
Wilderness Trail
Wilkes Towers
Willow Wood
Winnsboro Arms
Winter Gardens
Woodcrest
Woodland
Woodland Hills
Property
Type
(1)
Date
Consolidated
Location
(2)
Initial Cost
(3)
Cost
Capitalized
Buildings and Subsequent to
December 31, 2010
Total
Accumulated Cost
Depreciation Net of
Year Number
Built of Units Land Improvements Consolidation Land Improvements Total
Buildings and
(4)
(AD)
AD
Encumbrances
Garden
Sep-05
Mid Rise
Sep-05
High Rise
Mar-02
Garden
Mar-05
Garden
Jan-10
Mid Rise
Jan-06
High Rise
Jan-06
Garden
Oct-99
Garden
Mar-02
Garden
Oct-07
Garden
Jan-06
Mid Rise
Jul-09
Jan-06
Garden
Town Home Jan-06
Jan-06
Garden
Jan-06
Mid Rise
Nov-04
Garden
Nov-04
Garden
Jan-06
Mid Rise
Oct-05
Mid Rise
Oct-02
Garden
Mar-02
Garden
High Rise
Jan-10
Town Home Jan-10
Mar-05
High Rise
Mar-02
High Rise
Jan-10
Garden
Jan-10
Garden
Mar-02
Garden
Jan-10
Garden
Jan-06
Mid Rise
Mar-05
Garden
Garden
Jan-10
Town Home Mar-04
Mar-02
Garden
Jan-06
High Rise
Jan-06
High Rise
Mar-02
Garden
Sep-04
Mid Rise
Mar-02
Mid Rise
Garden
Garden
Garden
High Rise
Mar-02
Apr-05
Mar-04
Mar-02
High Rise
Mar-02
Garden
Garden
High Rise
Garden
Garden
Garden
Mar-02
Jan-06
Mar-04
Dec-97
Jan-06
Oct-05
1970
San Antonio, TX
1971
Boulder, CO
1980
Norristown, PA
1979
Macon, GA
San German, PR 1983
Taunton, MA
1920
Wilkes-Barre, PA 1976
San Francisco, CA 1976
Los Angeles, CA 1981
1999
Lockhart, TX
1984
St. George, SC
1920
Indianapolis, IN
1976
Norfolk, VA
1980
Burke, VA
1980
St. Johns, MI
1979
Lewisburg, WV
1980
Woodlands, TX
1980
Woodlands, TX
Kettering, OH
1979
Los Angeles, CA 1977
1974
Beacon, NY
1981
Atlanta, GA
1982
Hartford, CT
Hartford, CT
1982
Philadelphia, PA 1978
Los Angeles, CA 1981
1976
San Pedro, CA
1983
Isabela, PR
1975
Canton, OH
1982
San Jose, CA
1980
Catonsville, MD
1981
Kaufman, TX
1979
Mt. Dora, FL
1985
Cuthbert, GA
1983
Chino, CA
1982
Washington, DC
1983
Cincinnati, OH
Wasco, CA
1982
Philadelphia, PA 1982
Moline, IL
1976
Lincoln Heights,
OH
San Antonio, TX
Henderson, NC
Pineville, KY
North Wilkesboro,
NC
North Hollywood,
CA
Winnsboro, SC
St Louis, MO
Odessa, TX
Spartanburg, SC
Jackson, MI
1984
1978
1920
1972
1972
1980
1977
1980
1983
1983
1981
F-60
220 404
150 243
175 1,650
74 366
86 368
75 219
344 2,039
156 1,498
80 663
32 —
40
86
52 255
126 215
50 382
121 403
84 163
144 140
156 142
102 1,561
170 1,775
193 872
188 1,150
136 2,274
25 830
442 702
299 4,253
113 1,100
80 361
81 215
101 1,770
181 2,127
68 370
70 323
50 188
40 380
153 —
198 888
78 625
132 555
97 720
72 215
80 223
44 247
124 1,010
5,770
7,110
6,599
1,522
2,087
4,335
15,549
19,071
2,770
1,153
1,025
3,610
4,400
4,930
6,488
3,360
2,775
3,195
2,815
5,848
6,827
4,655
7,238
1,505
12,201
21,226
7,044
2,044
889
8,456
5,188
1,606
1,828
1,058
1,521
8,690
5,608
2,519
11,169
3,242
938
3,151
946
4,048
11,459 234
12,574 438
2,874 1,650
1,451 366
— 368
670 219
1,560 2,037
18,772 1,476
4,383 1,352
86 —
147
86
353 255
671 215
311 382
2,012 403
384 163
3,650 363
4,064 266
1,126 1,561
6,674 1,997
13,333 872
1,838 1,150
580 2,274
44 830
12,809 702
20,286 3,575
105 1,100
— 361
719 215
31 1,770
1,895 2,127
689 370
— 323
571 188
440 380
553 —
5,176 826
1,050 625
6,078 582
664 720
446 215
2,570 219
198 247
739 1,010
17,399 17,633
19,489 19,927
9,473 11,123
2,973 3,339
2,087 2,455
5,005 5,224
17,111 19,148
37,865 39,341
6,464 7,816
1,239 1,239
1,172 1,258
3,963 4,218
5,071 5,286
5,241 5,623
8,500 8,903
3,744 3,907
6,202 6,565
7,135 7,401
3,941 5,502
12,300 14,297
20,160 21,032
6,493 7,643
7,818 10,092
1,549 2,379
25,010 25,712
42,190 45,765
7,149 8,249
2,044 2,405
1,608 1,823
8,487 10,257
7,083 9,210
2,295 2,665
1,828 2,151
1,629 1,817
1,961 2,341
9,243 9,243
10,846 11,672
3,569 4,194
17,220 17,802
3,906 4,626
1,384 1,599
5,725 5,944
1,144 1,391
4,787 5,797
(4,471 ) 13,162
(5,060 ) 14,867
(3,341 ) 7,782
(1,876 ) 1,463
(390 ) 2,065
(2,890 ) 2,334
(13,907 ) 5,241
(16,745 ) 22,596
(4,055 ) 3,761
(44 ) 1,195
(822 )
436
(920 ) 3,298
(3,836 ) 1,450
(1,513 ) 4,110
(4,744 ) 4,159
(2,263 ) 1,644
(2,451 ) 4,114
(2,786 ) 4,615
(2,652 ) 2,850
(5,810 ) 8,487
(4,632 ) 16,400
(2,355 ) 5,288
(3,380 ) 6,712
(729 ) 1,650
(9,800 ) 15,912
(7,748 ) 38,017
(2,841 ) 5,408
(203 ) 2,202
(728 ) 1,095
(3,517 ) 6,740
(4,997 ) 4,213
(846 ) 1,819
(156 ) 1,995
766
(776 ) 1,565
(2,723 ) 6,520
(2,599 ) 9,073
(1,564 ) 2,630
(9,279 ) 8,523
(1,356 ) 3,270
(1,051 )
(639 )
960
(2,387 ) 3,557
898
(1,391 ) 4,406
(493 )
5,069
11,259
3,351
1,894
2,343
2,116
2,686
17,391
3,018
828
483
1,931
1,191
3,189
530
1,906
4,117
4,460
2,472
6,859
8,211
2,793
6,203
1,582
18,405
22,224
5,471
2,277
833
6,980
4,252
1,843
1,704
1,614
3,120
8,613
5,600
3,103
3,824
1,488
996
2,226
1,441
4,379
72 410
1,680
514 410
2,194 2,604
(845 ) 1,759
1,870
19 1,051
60 272
112 300
80
41
100 182
125 541
840
1,697
3,072
229
663
3,875
208 1,051
298 272
4,489 300
41
1,438 182
4,275 321
718
1,048 2,099
1,995 2,267
7,561 7,861
988
2,101 2,283
8,370 8,691
947
(350 ) 1,749
(1,572 )
695
(1,531 ) 6,330
(788 )
200
(590 ) 1,693
(3,584 ) 5,107
1,057
112
3,732
430
—
3,589
Table of Contents
Property Name
Woodlands
Total Affordable Properties
Other(5)
Total
(1)
Date
Property
Type Consolidated Location
Year Number
Built of Units
Land
(2)
Initial Cost
(3)
Cost
Capitalized
Buildings and Subsequent to
Improvements Consolidation Land
December 31, 2010
Buildings and
Improvements Total
(4)
Total
Accumulated Cost
Depreciation Net of
AD
(AD)
Encumbrances
Garden Jan-10
Whistler, AL 1983
50
213
2,277
29
213
2,306
2,519
(765 )
1,754
1,538
22,207 135,550
1,038
—
927,186
2,470
439,064 134,530
2,063
3,693
1,367,270 1,501,800
7,201
5,138
(543,342 ) 958,458
4,276
(2,925 )
762,289
—
89,875 $ 2,083,007 $ 4,696,853 $
2,688,305 $ 2,139,431 $ 7,328,734 $ 9,468,165 $
(2,934,912 ) $ 6,533,253 $
5,457,783
(1) Date we acquired the property or first consolidated the partnership which owns the property.
(2) For 2008 and prior periods, costs to acquire the noncontrolling interest’s share of our consolidated real estate partnerships were capitalized as part of the initial cost.
(3) Costs capitalized subsequent to consolidation includes costs capitalized since acquisition or first consolidation of the partnership/property.
(4) The aggregate cost of land and depreciable property for federal income tax purposes was approximately $3.8 billion at December 31, 2010.
(5) Other includes land parcels, commercial properties and other related costs. We exclude such properties from our residential unit counts.
F-61
Table of Contents
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2010, 2009 and 2008
(In Thousands)
Real Estate
Balance at beginning of year
Additions during the year:
Newly consolidated assets and acquisition of limited partnership interests(1)
Acquisitions
Capital additions
Deductions during the year:
Casualty and other write-offs(2)
Sales
Balance at end of year
Accumulated Depreciation
Balance at beginning of year
Additions during the year:
Depreciation
Newly consolidated assets and acquisition of limited partnership interests(1)
422,099
(12,348 )
Deductions during the year:
Casualty and other write-offs
Sales
Balance at end of year
(4,831 )
(193,852 )
$ 2,934,912
2010
2009
2008
$ 9,718,978
$
11,000,496
$
12,420,200
69,410
—
175,329
(15,865 )
(479,687 )
$ 9,468,165
$ 2,723,844
19,683
—
275,444
(43,134 )
(1,533,511 )
9,718,978
2,815,497
478,550
(2,763 )
(5,200 )
(562,240 )
2,723,844
31,447
107,445
665,233
(130,595 )
(2,093,234 )
11,000,496
3,047,716
497,395
(22,256 )
(1,838 )
(705,520 )
2,815,497
$
$
$
$
$
$
(1) Includes the effect of newly consolidated assets, acquisition of limited partnership interests and related activity.
(2) Casualty and other write-offs in 2008 include impairments totaling $91.1 million related to our Lincoln Place and Pacific Bay Vistas properties.
F-62
Table of Contents
ITEM 15.
Exhibits
Exhibit
No.
3 .1
3 .2
10 .1
10 .2
10 .3
10 .4
10 .5
10 .6
10 .7
10 .8
10 .9
10 .10
INDEX TO EXHIBITS (1)(2)
Description
Charter (Exhibit 3.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, is incorporated
herein by this reference)
Amended and Restated Bylaws (Exhibit 3.2 to Aimco’s Current Report on Form 8-K dated February 2, 2010, is incorporated herein by
this reference)
Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as amended
and restated as of February 28, 2007 (Exhibit 10.1 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2006, is
incorporated herein by this reference)
First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of
December 31, 2007 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 31, 2007, is incorporated herein by this
reference)
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)
Third Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of
September 2, 2010 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 3, 2010, is incorporated herein by this
reference)
Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among Aimco, AIMCO Properties, L.P.,
AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National
Association, and the Lenders listed therein (Exhibit 4.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2004, is incorporated herein by this reference)
First Amendment to Amended and Restated Secured Credit Agreement, dated as of June 16, 2005, by and among Aimco, AIMCO
Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A.,
Keybank National Association, and the Lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated June 16,
2005, is incorporated herein by this reference)
Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Aimco,
AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National
Association, and the lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated March 22, 2006, is incorporated
herein by this reference)
Third Amendment to Senior Secured Credit Agreement, dated as of August 31, 2007, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and
guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association
and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated August 31, 2007, is incorporated herein
by this reference)
Fourth Amendment to Senior Secured Credit Agreement, dated as of September 14, 2007, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and
guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association
and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 14, 2007, is incorporated
herein by this reference)
Fifth Amendment to Senior Secured Credit Agreement, dated as of September 9, 2008, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and
guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association
and the other lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 11, 2008, is incorporated
herein by this reference)
Table of Contents
Exhibit
No.
10 .11
10 .12
10 .13
10 .14
10 .15
10 .16
10 .17
10 .18
10 .19
10 .20
10 .21
10 .22
10 .23
10 .24
Description
Sixth Amendment to Senior Secured Credit Agreement, dated as of May 1, 2009, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and
guarantors named therein, Bank of America, N.A., as administrative agent and Bank of America, N.A., Keybank National Association
and the other lenders listed therein (Exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2009, is incorporated herein by this reference)
Seventh Amendment to Senior Secured Credit Agreement, dated as of August 4, 2009, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and
guarantors named therein and the lenders party thereto (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated August 6, 2009, is
incorporated herein by this reference)
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 5, 2010,
is incorporated herein by this reference)
Ninth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of May 14, 2010, by and among Apartment
Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, the
guarantors and the pledgors named therein and the lenders party thereto (exhibit 10.1 to Aimco’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2010, is incorporated herein by this reference)
Tenth Amendment to Senior Secured Credit Agreement, dated as of September 29, 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, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party
thereto (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated September 29, 2010, is incorporated herein by this reference)
Master Indemnification Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company,
AIMCO Properties, L.P., XYZ Holdings LLC, and the other parties signatory thereto (Exhibit 2.3 to Aimco’s Current Report on
Form 8-K, dated December 6, 2001, is incorporated herein by this reference)
Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Apartment Investment and Management
Company, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to
Aimco’s Current Report on Form 8-K, dated December 6, 2001, is incorporated herein by this reference)
Employment Contract executed on December 29, 2008, by and between AIMCO Properties, L.P. and Terry Considine (Exhibit 10.1 to
Aimco’s Current Report on Form 8-K, dated December 29, 2008, is incorporated herein by this reference)*
Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (October 1999) (Exhibit 10.26 to Aimco’s
Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference)*
Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to Aimco’s Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997, is incorporated herein by this reference)*
Form of Incentive Stock Option Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.42 to Aimco’s Annual Report on
Form 10-K for the year ended December 31, 1998, is incorporated herein by this reference)*
2007 Stock Award and Incentive Plan (incorporated by reference to Appendix A to Aimco’s Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on March 20, 2007)*
Form of Restricted Stock Agreement (Exhibit 10.2 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is incorporated herein
by this reference)*
Form of Non-Qualified Stock Option Agreement (Exhibit 10.3 to Aimco’s Current Report on Form 8-K, dated April 30, 2007, is
incorporated herein by this reference)*
Table of Contents
Exhibit
No.
10 .25
21 .1
23 .1
31 .1
31 .2
Description
2007 Employee Stock Purchase Plan (incorporated by reference to Appendix B to Aimco’s Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on March 20, 2007)*
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Agreement re: disclosure of long-term debt instruments
32 .1
32 .2
99 .1
101 .INS XBRL Instance Document
101 .SCH XBRL Taxonomy Extension Schema Document
101 .CAL XBRL Taxonomy Extension Calculation Linkbase Document
101 .LAB XBRL Taxonomy Extension Labels Linkbase Document
101 .PRE XBRL Taxonomy Extension Presentation Linkbase Document
101 .DEF XBRL Taxonomy Extension Definition Linkbase Document
(1) Schedule and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon
request.
(2) The file reference number for all exhibits is 001-13232, and all such exhibits remain available pursuant to the Records Control Schedule of the
Securities and Exchange Commission.
* Management contract or compensatory plan or arrangement
(Back To Top)
Section 2: EX-21.1 (EX-21.1)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
107-145 WEST 135TH STREET ASSOCIATES LIMITED PARTNERSHIP
1133 FIFTEENTH STREET ASSOCIATES
ABBOTT ASSOCIATES LIMITED PARTNERSHIP
ACQUISITION LIMITED PARTNERSHIP
ACTC VI MANAGER, LLC
AHP ACQUISITION COMPANY, LLC
AIC REIT PROPERTIES LLC
AIMCO 1582 FIRST AVENUE, LLC
AIMCO 173 EAST 90TH STREET, LLC
AIMCO 182-188 COLUMBUS AVENUE, LLC
AIMCO 204-206 WEST 133, LLC
AIMCO 2232-2240 ACP, LLC
AIMCO 2247-2253 ACP, LLC
AIMCO 2252-2258 ACP, LLC
AIMCO 2300-2310 ACP, LLC
AIMCO 237 NINTH AVENUE, LLC
AIMCO 240 WEST 73RD STREET CO-OWNER, LLC
AIMCO 240 WEST 73RD STREET, LLC
AIMCO 2484 ACP, LLC
AIMCO 306 EAST 89TH STREET, LLC
AIMCO 311/313 EAST 73RD STREET, LLC
AIMCO 322 EAST 61ST STREET, LLC
AIMCO 452 EAST 78TH STREET PROPERTY, LLC
AIMCO 464-466 AMSTERDAM 200-210 WEST 83RD STREET, LLC
AIMCO 510 EAST 88TH STREET PROPERTY, LLC
AIMCO 514 EAST 88TH STREET, LLC
AIMCO 656 ST. NICHOLAS, LLC
AIMCO 759 ST. NICHOLAS, LLC
AIMCO 88TH STREET/SECOND AVENUE PROPERTIES, LLC
AIMCO ALL HALLOWS, LLC
AIMCO ANGELES GP, LLC
AIMCO ANTIOCH, L.L.C.
AIMCO ARBORS-GROVETREE, LLC
AIMCO ARVADA HOUSE, LLC
AIMCO ASSOCIATED PROPERTIES, LP
AIMCO ASSURANCE LTD.
AIMCO AUBURN GLEN APARTMENTS, LLC
AIMCO BALAYE APARTMENTS I, LLC
AIMCO BALAYE APARTMENTS II, LLC
AIMCO BARCELONA, LLC
AIMCO BAYVIEW, LLC
AIMCO BEACON HILL PRESERVATION GP, LLC
AIMCO BILTMORE, LLC
AIMCO BOLTON NORTH, L.L.C.
Exhibit 21.1
State Code
MD
NY
DC
NY
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AIMCO BOSTON LOFTS, L.P.
AIMCO BREAKERS, L.P.
AIMCO BRIARWOOD, LLC
AIMCO BUENA VISTA APARTMENTS GP, LLC
AIMCO BUENA VISTA APARTMENTS, L.P.
AIMCO BUTTERNUT CREEK PRESERVATION GP, LLC
AIMCO CALHOUN CLUB, L.L.C.
AIMCO CALHOUN, INC.
AIMCO CALHOUN, L.L.C.
AIMCO CAMERON VILLAS, L.L.C.
AIMCO CANYON TERRACE GP, LLC
AIMCO CANYON TERRACE, L.P.
AIMCO CAPITAL HOLDINGS FUND VI, LLC
AIMCO CAPITAL HOLDINGS FUND VII, LLC
AIMCO CAPITAL TAX CREDIT FUND I, LIMITED PARTNERSHIP
AIMCO CAPITAL TAX CREDIT FUND II, LLC
AIMCO CAPITAL TAX CREDIT FUND III, LLC
AIMCO CAPITAL TAX CREDIT FUND IV, LLC
AIMCO CAPITAL TAX CREDIT FUND IX, LLC
AIMCO CAPITAL TAX CREDIT FUND V, LLC
AIMCO CAPITAL TAX CREDIT FUND VI, LLC
AIMCO CAPITAL TAX CREDIT FUND VII, LLC
AIMCO CAPITAL TAX CREDIT FUND VIII, LLC
AIMCO CAPITAL TAX CREDIT FUND X, LLC
AIMCO CAPITAL TAX CREDIT FUND XI, LLC
AIMCO CAPITAL TAX CREDIT FUND XII, LLC
AIMCO CAPITAL TAX CREDIT FUND XIII, LLC
AIMCO CAPITAL TAX CREDIT I, INC.
AIMCO CAPITAL TAX CREDIT MANAGEMENT II, LLC
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Page 1 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
AIMCO CAPITAL TAX CREDIT MANAGEMENT III, LLC
AIMCO CAPITAL, INC.
AIMCO CARRIAGE HOUSE GP, LLC
AIMCO CASA DE LAS HERMANITAS DEVCO, LLC
AIMCO CHELSEA LAND, L.L.C.
AIMCO CHESTNUT HALL GP, LLC
AIMCO CHESTNUT HALL LIMITED PARTNERSHIP
AIMCO CHESTNUT HILL GP, LLC
AIMCO CK PROPERTIES, LLC
AIMCO CLEARING ACCOUNT, LLC
AIMCO COLUMBUS AVE., LLC
AIMCO COMMUNITY CIRCLE II, LLC
AIMCO CONSTRUCTION SERVICES, LLC
AIMCO COPPERWOOD, LLC
AIMCO COUNTRY CLUB HEIGHTS, LLC
AIMCO COUNTRY LAKES, L.L.C.
AIMCO CREVENNA OAKS GP, LLC
AIMCO CROSSWOOD PARK APARTMENTS GP, LLC
AIMCO CROSSWOOD PARK APARTMENTS, L.P.
AIMCO DEERBROOK, LLC
AIMCO ELM CREEK, L.P.
AIMCO ELM CREEK, LLC
AIMCO EQUITY SERVICES, INC.
AIMCO ESPLANADE AVENUE APARTMENTS, LLC
AIMCO FALL RIVER II, L.L.C.
AIMCO FALL RIVER, L.L.C.
AIMCO FISHERMAN’S WHARF, LLC
AIMCO FLAMINGO HEALTH CLUB, LLC
AIMCO FORESTLAKE APARTMENTS, LLC
AIMCO FOUNTAIN PLACE PRESERVATION GP, LLC
AIMCO FOX VALLEY-OXFORD, LLC
AIMCO FOXCHASE GP, LLC
AIMCO FOXCHASE, L.P.
AIMCO FRAMINGHAM, LLC
AIMCO GARDENS GP LLC
AIMCO GLENS APARTMENTS, LLC
AIMCO GP LA, L.P.
AIMCO GRANADA, L.L.C.
AIMCO GREENBRIAR PRESERVATION GP, LLC
AIMCO GREENS OF NAPERVILLE, L.L.C.
AIMCO GREENS, L.L.C.
AIMCO GROUP, L.P.
AIMCO GS SWAP, LLC
AIMCO HANOVER SQUARE/DIP, L.L.C.
AIMCO HARLEM FUNDING, LLC
AIMCO HEMET DEVCO, LLC
AIMCO HERITAGE PARK, L.P.
AIMCO HILLMEADE, LLC
AIMCO HOLDINGS QRS, INC.
AIMCO HOLDINGS, L.P.
AIMCO HOPKINS VILLAGE PRESERVATION GP, LLC
AIMCO HORIZONS WEST APARTMENTS, LLC
AIMCO HP/SWAP, LLC
AIMCO HUNTER’S CROSSING, L.P.
AIMCO HYDE PARK TOWER, L.L.C.
AIMCO IGA, INC.
AIMCO INDEPENDENCE GREEN, L.L.C.
AIMCO INDIO DEVCO, LLC
AIMCO INGRAM SQUARE PRESERVATION GP, LLC
AIMCO IPLP, L.P.
AIMCO JACQUES-MILLER, L.P.
AIMCO KEY TOWERS, L.P.
AIMCO KIRKWOOD HOUSE PRESERVATION SLP, LLC
AIMCO LA QRS, INC.
AIMCO LA SALLE, LLC
AIMCO LA VISTA, LLC
AIMCO LEAHY SQUARE APARTMENTS, LLC
AIMCO LOFTS HOLDINGS, L.P.
AIMCO LORING TOWERS, LLC
AIMCO LOS ARBOLES, L.P.
AIMCO LP LA, LP
AIMCO LT, L.P.
AIMCO MALIBU CANYON, LLC
AIMCO MAPLE BAY, L.L.C.
AIMCO MERRILL HOUSE, L.L.C.
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Page 2 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
AIMCO MICHIGAN MEADOWS HOLDINGS, L.L.C.
AIMCO MONTEREY GROVE APARTMENTS TIC 2, LLC
AIMCO MONTEREY GROVE APARTMENTS, LLC
AIMCO N.P. LOFTS, L.P.
AIMCO NAPLES, LLC
AIMCO NET LESSEE (BAYBERRY HILL), LLC
AIMCO NET LESSEE (GEORGETOWN), LLC
AIMCO NET LESSEE (MARLBORO), LLC
AIMCO NET LESSEE (WATERFORD VILLAGE), LLC
AIMCO NEW BALTIMORE, LLC
AIMCO NEWBERRY PARK PRESERVATION GP, LLC
AIMCO NON-ECONOMIC MEMBER, LLC
AIMCO NORTH ANDOVER, L.L.C.
AIMCO NORTHPOINT, L.L.C.
AIMCO OAK FOREST I, L.L.C.
AIMCO OAK FOREST II, L.L.C.
AIMCO OCEAN OAKS, L.L.C.
AIMCO OXFORD HOUSE PRESERVATION GP, LLC
AIMCO PACIFICA PARK APARTMENTS, LLC
AIMCO PALM SPRINGS DEVCO, LLC
AIMCO PANORAMA PARK PRESERVATION GP, LLC
AIMCO PARADISE PALMS, LLC
AIMCO PARK LA BREA HOLDINGS, LLC
AIMCO PARK LA BREA SERVICES, LLC
AIMCO PARK LA BREA, INC.
AIMCO PARK PLACE, LLC
AIMCO PARKVIEW DEVCO, LLC
AIMCO PARKWAYS GP, LLC
AIMCO PATHFINDER VILLAGE APARTMENTS GP, LLC
AIMCO PATHFINDER VILLAGE APARTMENTS, L.P.
AIMCO PAVILION PRESERVATION GP, L.L.C.
AIMCO PEPPERTREE, L.P.
AIMCO PINE BLUFF VILLAGE PRESERVATION GP, LLC
AIMCO PINE LAKE, L.P.
AIMCO PINE SHADOWS, L.L.C.
AIMCO PINES, L.P.
AIMCO PLEASANT HILL, LLC
AIMCO PLUMMER VILLAGE, LLC
AIMCO PROPERTIES FINANCE CORP.
AIMCO PROPERTIES FINANCE PARTNERSHIP, L.P.
AIMCO PROPERTIES, L.P.
AIMCO PROPERTIES, LLC
AIMCO QRS GP, LLC
AIMCO RAMBLEWOOD, L.L.C.
AIMCO RAVENSWORTH GP, LLC
AIMCO RAVENSWORTH, L.P.
AIMCO REFLECTIONS, LLC
AIMCO REMINGTON, LLC
AIMCO RIDGEWOOD LA LOMA DEVCO, LLC
AIMCO RIDGEWOOD TOWERS PRESERVATION GP, LLC
AIMCO RIVER CLUB, LLC
AIMCO RIVER VILLAGE PRESERVATION GP, LLC
AIMCO RIVERSIDE PARK, L.L.C.
AIMCO RIVERWOODS GP, LLC
AIMCO ROSE GARDENS, LLC
AIMCO ROUND BARN MANOR GP, LLC
AIMCO ROYAL CREST — NASHUA, L.L.C.
AIMCO ROYAL PALMS, LLC
AIMCO RUSCOMBE GARDENS SLP, LLC
AIMCO SALEM PRESERVATION GP, LLC
AIMCO SAN BRUNO APARTMENT PARTNERS, L.P.
AIMCO SAN JOSE, LLC
AIMCO SAN JUAN DEL CENTRO GP, LLC
AIMCO SCHAUMBURG-OXFORD, LLC
AIMCO SCOTCHOLLOW APARTMENTS GP, LLC
AIMCO SCOTCHOLLOW APARTMENTS, L.P.
AIMCO SELECT PROPERTIES, L.P.
AIMCO SHOREVIEW, LLC
AIMCO SIGNATURE POINT, L.P.
AIMCO SOMERSET LAKES, L.L.C.
AIMCO SOUTH BAY VILLA, LLC
AIMCO STAFFORD STUDENT APARTMENTS GP, LLC
AIMCO STERLING VILLAGE DEVCO, LLC
AIMCO SUMMIT OAKS GP, LLC
AIMCO SUNSET ESCONDIDO, L.L.C.
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Page 3 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
AIMCO TAMARAC PINES, LLC
AIMCO TERRY MANOR, LLC
AIMCO TOMPKINS TERRACE GP, LLC
AIMCO TOR, L.L.C.
AIMCO TOWNSHIP AT HIGHLANDS APARTMENTS, LLC
AIMCO TREE CARE DIVISION, LLC
AIMCO VAN NUYS PRESERVATION, LLC
AIMCO VANTAGE POINTE, L.L.C.
AIMCO VENEZIA, LLC
AIMCO VERDES DEL ORIENTE, L.L.C.
AIMCO VILLA DE GUADALUPE, L.L.C.
AIMCO VILLA DEL SOL, L.P.
AIMCO VILLAGE CROSSING, L.L.C.
AIMCO WALNUT HILLS PRESERVATION GP, LLC
AIMCO WARWICK, L.L.C.
AIMCO WASHINGTON SQUARE WEST GP, LLC
AIMCO WAVERLY APARTMENTS, LLC
AIMCO WAVERLY, LLC
AIMCO WESTCHESTER PARK, LLC
AIMCO WESTMINSTER OAKS GP, LLC
AIMCO WESTWAY VILLAGE, LLC
AIMCO WESTWOOD PRESERVATION GP, LLC
AIMCO WESTWOOD TERRACE GP, LLC
AIMCO WEXFORD VILLAGE II, L.L.C.
AIMCO WEXFORD VILLAGE, L.L.C.
AIMCO WHITEFIELD PLACE, LLC
AIMCO WINTER GARDEN, LLC
AIMCO WOODLAND HILLS, LLC
AIMCO WOODS OF BURNSVILLE, L.L.C.
AIMCO YACHT CLUB AT BRICKELL, LLC
AIMCO YORKTOWN, L.P.
AIMCO/APOLLO, L.L.C.
AIMCO/BETHESDA EMPLOYEE, L.L.C.
AIMCO/BETHESDA GP, L.L.C.
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC.
AIMCO/BETHESDA HOLDINGS, INC.
AIMCO/BETHESDA II, L.L.C.
AIMCO/BLUFFS, L.L.C.
AIMCO/BRANDERMILL, L.L.C.
AIMCO/BRANDON, L.L.C.
AIMCO/BRANDYWINE, L.P.
AIMCO/CASSELBERRY, L.L.C.
AIMCO/CHICKASAW, L.L.C.
AIMCO/CHIMNEYTOP, L.L.C.
AIMCO/COLONNADE, INC.
AIMCO/COLONNADE, L.L.C.
AIMCO/COLONNADE, L.P.
AIMCO/DFW RESIDENTIAL INVESTORS GP, LLC
AIMCO/FARMINGDALE, L.L.C.
AIMCO/FOX VALLEY, L.L.C.
AIMCO/FOXTREE, INC.
AIMCO/FOXTREE, L.L.C.
AIMCO/FOXTREE, L.P.
AIMCO/HIL, L.L.C.
AIMCO/HOLLIDAY ASSOCIATES GP, LLC
AIMCO/IPT, INC.
AIMCO/KIRKMAN, L.L.C.
AIMCO/LAKE RIDGE, L.L.C.
AIMCO/LANTANA, L.L.C.
AIMCO/LEXINGTON MERGER SUB, L.P.
AIMCO/LEXINGTON, L.L.C.
AIMCO/MINNEAPOLIS ASSOCIATES GP, LLC
AIMCO/NASHUA, L.L.C.
AIMCO/NHP PARTNERS, L.P.
AIMCO/NHP PROPERTIES, INC.
AIMCO/NORTH WOODS, L.L.C.
AIMCO/ONE LINWOOD ASSOCIATES GP, LLC
AIMCO/PALM BEACH, L.L.C.
AIMCO/PARK TOWNE PLACE ASSOCIATES GP, LLC
AIMCO/PINELLAS, L.L.C.
AIMCO/RAVENSWORTH ASSOCIATES GP, LLC
AIMCO/RIVERSIDE PARK ASSOCIATES GP, LLC
AIMCO/RIVERSIDE PARK MERGER SUB, L.P.
AIMCO/SCHAUMBURG, L.L.C.
AIMCO/SHADETREE, INC.
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
Page 4 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
AIMCO/SHADETREE, L.L.C.
AIMCO/SHADETREE, L.P.
AIMCO/SOUTHRIDGE, L.L.C.
AIMCO/STANDPOINT VISTA GP, LLC
AIMCO/STONEGATE, L.P.
AIMCO/SWAP, L.L.C.
AIMCO/TIDEWATER, L.L.C.
AIMCO/TIMBERTREE, INC.
AIMCO/TIMBERTREE, L.L.C.
AIMCO/TIMBERTREE, L.P.
AIMCO/TRAVIS ONE, L.P.
AIMCO/WAI ASSOCIATES GP, LLC
AIMCO/WAI ASSOCIATES LP, LLC
AIMCO/WESTRIDGE, L.L.C.
AIMCO/WINROCK-HOUSTON GP, LLC
AIMCO-GP, INC.
AIMCO-LP TRUST
AJ ONE LIMITED PARTNERSHIP
AJ ONE, INC.
AJ TWO LIMITED PARTNERSHIP
AJ TWO, INC.
ALL HALLOWS ASSOCIATES, L.P.
ALL HALLOWS PRESERVATION, L.P.
ALLIANCE TOWERS LIMITED PARTNERSHIP
AMBASSADOR APARTMENTS, L.P.
AMBASSADOR CRM FLORIDA PARTNERS LIMITED PARTNERSHIP
AMBASSADOR FLORIDA PARTNERS LIMITED PARTNERSHIP
AMBASSADOR FLORIDA PARTNERS, INC.
AMBASSADOR I, INC.
AMBASSADOR I, L. P.
AMBASSADOR II, INC.
AMBASSADOR III, L.P.
AMBASSADOR IX, INC.
AMBASSADOR IX, L.P.
AMBASSADOR TEXAS PARTNERS, L.P.
AMBASSADOR TEXAS, INC.
AMBASSADOR VII, INC.
AMBASSADOR VII, L.P.
AMBASSADOR VIII, INC.
AMBASSADOR VIII, L.P.
AMBASSADOR X, INC.
AMBASSADOR X, L.P.
AMREAL CORPORATION
ANGELES INCOME PROPERTIES, LTD. 6
ANGELES INVESTMENT PROPERTIES, INC.
ANGELES PARTNERS XII
ANGELES PROPERTIES, INC.
ANGELES REALTY CORPORATION
ANGELES REALTY CORPORATION II
ANTIOCH PRESERVATION, L.P.
ANTON SQUARE, LTD.
AP XII ASSOCIATES GP, L.L.C.
AP XII TWIN LAKE TOWERS, L.P.
AP XII TWIN LAKE TOWERS, LLC
APARTMENT CCG 17, L.L.C.
APARTMENT CCG 17, L.P.
APARTMENT CREEK 17A LLC
APARTMENT LODGE 17A LLC
APOLLO-OXFORD ASSOCIATES LIMITED PARTNERSHIP
ARLINGTON SENIOR HOUSING, L.P.
ARVADA HOUSE PRESERVATION LIMITED PARTNERSHIP
ATLANTA ASSOCIATES LIMITED PARTNERSHIP
ATLANTIC IX, L.L.C.
BANGOR HOUSE PROPRIETARY LIMITED PARTNERSHIP
BAY PARC PLAZA APARTMENTS, L.P.
BAYBERRY HILL, L.L.C.
BAYVIEW HUNTERS POINT APARTMENTS, L.P.
BAYVIEW PRESERVATION, L.P.
BEACON HILL PRESERVATION LIMITED DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP
BEDFORD HOUSE, LTD.
BENJAMIN BANNEKER PLAZA ASSOCIATES
BENT TREE II-OXFORD ASSOCIATES LIMITED PARTNERSHIP
BENT TREE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
BEREA SINGLE FAMILY HOMES, LTD.
BERKLEY LIMITED PARTNERSHIP
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
CA
CA
OH
DE
DE
DE
DE
DE
IL
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
SC
CA
CA
CA
CA
CA
CA
DE
AL
SC
DE
DE
SC
CA
CO
CO
MD
TX
CO
MA
MI
ME
DE
DE
CA
CA
MI
OH
PA
IN
IN
KY
VA
Page 5 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
BETHEL COLUMBUS CORPORATION
BETHEL COLUMBUS-OXFORD ASSOCIATES LIMITED PARTNERSHIP
BETTER HOUSING ASSOCIATES, LIMITED PARTNERSHIP
BEVILLE-ISLAND CLUB APARTMENTS PARTNERS, L.P.
BILTMORE APARTMENTS, LTD.
BLAKEWOOD PROPERTIES ASSOCIATES
BLANCHARD APARTMENTS ASSOCIATES LIMITED PARTNERSHIP
BOLTON NORTH PRESERVATION LIMITED PARTNERSHIP
BRANDERMILL-OXFORD ASSOCIATES LIMITED PARTNERSHIP
BRANDON-OXFORD ASSOCIATES LIMITED PARTNERSHIP
BRIARCLIFFE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
BRIGHTON MEADOWS ASSOCIATES, AN INDIANA LIMITED PARTNERSHIP
BRIGHTWOOD MANOR ASSOCIATES
BRINTON MANOR NO. 1 ASSOCIATES
BRINTON TOWERS ASSOCIATES
BRISTOL PARTNERS, L.P.
BROAD RIVER PROPERTIES, L.L.C.
BROADMOOR APARTMENTS ASSOCIATES LTD. PARTNERSHIP
BROOK RUN ASSOCIATES, L.P.
BROOKSIDE APARTMENTS ASSOCIATES
BROOKWOOD LIMITED PARTNERSHIP
BUFFALO VILLAGE ASSOCIATES LIMITED PARTNERSHIP
BURKSHIRE COMMONS APARTMENTS PARTNERS, L.P.
BURNSVILLE APARTMENTS LIMITED PARTNERSHIP
BUTTERNUT CREEK PRESERVATION LIMITED DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP
BW OPERATING COMPANY, L.L.C.
CALHOUN BUILDERS, INC. D/B/A PATMAN SWITCH ASSOCIATES, A LOUISIANA PARTNERSHIP IN COMMENDAM
CALIFORNIA SQUARE LIMITED PARTNERSHIP
CALMARK HERITAGE PARK II LIMITED PARTNERSHIP
CALMARK INVESTORS, LTD., A CALIFORNIA LIMITED PARTNERSHIP
CALVERT CITY, LTD.
CAMARILLO-ROSEWOOD ASSOCIATES LIMITED PARTNERSHIP
CAMBRIDGE HEIGHTS APARTMENTS LIMITED PARTNERSHIP
CANTERBURY GARDENS ASSOCIATES LIMITED PARTNERSHIP
CANTERBURY LIMITED PARTNERSHIP
CANTERBURY SERVICES LLC
CANYON SHADOWS, L.P.
CARPENTER-OXFORD ASSOCIATES II LIMITED PARTNERSHIP
CARPENTER-OXFORD, L.L.C.
CARRIAGE APX, A MICHIGAN LIMITED PARTNERSHIP
CARRIAGE APX, INC.
CARRIAGE HOUSE PRESERVATION, L.P.
CASSELBERRY INVESTORS, L.L.C.
CASSELBERRY-OXFORD ASSOCIATES LIMITED PARTNERSHIP
CASTLEWOOD ASSOCIATES, L.P.
CCIP PLANTATION GARDENS, L.L.C.
CCIP REGENCY OAKS, L.L.C.
CCIP STERLING, L.L.C.
CCIP STERLING, L.P.
CCIP/2 HIGHCREST, L.L.C.
CCIP/2 VILLAGE BROOKE, L.L.C.
CCP IV ARBOURS OF HERMITAGE, LLC
CCP IV ASSOCIATES, LTD.
CCP IV KNOLLWOOD, LLC
CCP/IV RESIDENTIAL GP, L.L.C.
CDLH AFFORDABLE, L.P.
CEDAR RIM APARTMENTS, LLC
CENTER CITY ASSOCIATES
CENTER SQUARE ASSOCIATES
CENTRAL STROUD, LIMITED PARTNERSHIP
CENTRAL WOODLAWN LIMITED PARTNERSHIP
CENTRAL WOODLAWN REHABILITATION JOINT VENTURE
CENTURY LAKESIDE PLACE, L.P.
CENTURY PROPERTIES FUND XIV L.P.
CENTURY PROPERTIES FUND XIX, LP
CENTURY PROPERTIES FUND XV
CENTURY PROPERTIES FUND XVI
CENTURY PROPERTIES FUND XVII, LP
CENTURY PROPERTIES GROWTH FUND XXII, LP
CENTURY SUN RIVER, LIMITED PARTNERSHIP
CHANTILLY PARTNERS LIMITED PARTNERSHIP
CHAPEL HOUSING LIMITED PARTNERSHIP
CHATEAU FOGHORN LIMITED PARTNERSHIP
CHESTNUT HILL ASSOCIATES LIMITED PARTNERSHIP
CHESWICK-OXFORD ASSOCIATES, L.P.
MD
MD
CT
DE
OH
GA
WA
DE
MD
MD
MI
IN
PA
PA
PA
MO
DE
SC
IL
PA
IL
NY
DE
MN
MI
MA
LA
KY
CA
CA
OH
CA
MS
MI
IN
DE
CA
MD
MD
MI
MI
DE
MD
MD
IA
DE
DE
DE
PA
DE
DE
DE
TX
DE
SC
CA
DE
PA
PA
FL
IL
IL
TX
CA
DE
CA
CA
DE
DE
AZ
VA
MD
MD
DE
IN
Page 6 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
CHICKASAW-OXFORD ASSOCIATES LIMITED PARTNERSHIP
CHIMNEYTOP-OXFORD ASSOCIATES L.P.
CHURCH STREET ASSOCIATES LIMITED PARTNERSHIP
CHURCHVIEW GARDENS LIMITED PARTNERSHIP
CITY HEIGHTS DEVELOPMENT COMPANY
CITY LINE ASSOCIATES LIMITED PARTNERSHIP
CK ACQUISITIONS, L.P.
CK SERVICES, INC.
CK-GP II, INC.
CK-LP II, INC.
CLEAR LAKE LAND PARTNERS, LTD.
CLOVERLANE III CORPORATION
CLOVERLANE III-OXFORD ASSOCIATES LIMITED PARTNERSHIP
CLUB APARTMENT ASSOCIATES LIMITED PARTNERSHIP
C-O CORPORATION
COLD SPRING SINGLE FAMILY HOMES, LTD.
COLLEGE PARK APARTMENTS, A LIMITED PARTNERSHIP
COMMUNITY CIRCLE II, LTD.
COMMUNITY DEVELOPERS OF PRINCEVILLE LIMITED PARTNERSHIP
CONCAP EQUITIES, INC.
CONGRESS REALTY COMPANIES LIMITED PARTNERSHIP
CONGRESS REALTY CORP.
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP
CONSOLIDATED CAPITAL PROPERTIES IV, LP
CONTINENTAL PLAZA ASSOCIATES
COOPER RIVER PROPERTIES, L.L.C.
COPPERFIELD APARTMENTS JV, L.P.
COPPERWOOD PRESERVATION, LP
COUCH-OXFORD ASSOCIATES LIMITED PARTNERSHIP
COUCH-OXFORD, L.L.C.
COURTYARD-OXFORD ASSOCIATES L.P.
CPF 16 WOODS OF INVERNESS GP, L.L.C.
CPF CREEKSIDE, LLC
CPF XIV/SUN RIVER, INC.
CPF XV/LAKESIDE PLACE, INC.
CPGF 22 WOOD CREEK GP, L.L.C.
CRC CONGRESS REALTY CORP.
CREEKVIEW ASSOCIATES
CREVENNA OAKS PRESERVATION, L.P.
CROCKETT MANOR APARTMENTS, A LIMITED PARTNERSHIP
CUMBERLAND COURT ASSOCIATES
DANBURY PARK MANAGEMENT CORP.
DARBY TOWNHOUSES ASSOCIATES
DARBY TOWNHOUSES LIMITED PARTNERSHIP
DARBY TOWNHOUSES PRESERVATION GENERAL PARTNER, L.L.C.
DARBY TOWNHOUSES PRESERVATION, LP
DAVIDSON DIVERSIFIED PROPERTIES, INC.
DAVIDSON PROPERTIES, INC.
DAWSON SPRINGS, LTD.
DBL PROPERTIES CORPORATION
DELHAVEN MANOR, LTD.
DELTA SQUARE-OXFORD LIMITED PARTNERSHIP
DELTA SQUARE-OXFORD, L.L.C.
DENNY PLACE LIMITED PARTNERSHIP
DFW RESIDENTIAL INVESTORS LIMITED PARTNERSHIP
DIVERSIFIED EQUITIES, LIMITED
DORAL LIMITED PARTNERSHIP
DOUGLAS STREET LANDINGS, LTD.
DOYLE ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II LIMITED PARTNERSHIP
DUQUESNE ASSOCIATES NO. 1
EAST HAVEN REAL ESTATE ASSOCIATES LIMITED PARTNERSHIP
EASTRIDGE APARTMENTS A LIMITED PARTNERSHIP
EASTRIDGE ASSOCIATES
ELDERLY DEVELOPMENT WESTMINSTER, A CALIFORNIA LIMITED PARTNERSHIP
ELKHART TOWN AND COUNTRY LIMITED PARTNERSHIP
EUSTIS APARTMENTS, LTD.
EVERGREEN CLUB LIMITED PARTNERSHIP
FAIRBURN AND GORDON ASSOCIATES II LIMITED PARTNERSHIP
FAIRBURN AND GORDON ASSOCIATES LIMITED PARTNERSHIP
FAIRWOOD ASSOCIATES
FARMINGDALE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
FINLAY INTERESTS 2, LTD.
MD
IN
IL
PA
PA
VA
DE
DE
DE
DE
TX
MD
MD
NC
MD
KY
PA
OH
NC
DE
MA
MA
DE
DE
DE
DE
IL
DE
TX
TX
MD
MD
IN
SC
DE
AZ
TX
SC
MA
PA
DE
TN
PA
CA
PA
PA
DE
PA
TN
TN
OH
NY
MS
MD
MD
CA
DE
TN
PA
TX
MI
NY
PA
MA
PA
PA
CA
IN
FL
MA
GA
GA
CA
IL
FL
Page 7 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
FINLAY INTERESTS MT 2, LTD.
FIRST ALEXANDRIA ASSOCIATES LIMITED PARTNERSHIP
FIRST WINTHROP CORPORATION
FISHERMAN’S VILLAGE-OXFORD ASSOCIATES, L.P.
FISHERMAN’S WHARF PARTNERS, A TEXAS LIMITED PARTNERSHIP
FISHWIND CORPORATION
FMI LIMITED PARTNERSHIP
FOOTHILL CHIMNEY ASSOCIATES LIMITED PARTNERSHIP
FOUNTAIN PLACE PRESERVATION, L.P.
FOUR QUARTERS HABITAT APARTMENTS ASSOCIATES, LTD.
FOX ASSOCIATES ‘84
FOX CAPITAL MANAGEMENT CORPORATION
FOX PARTNERS
FOX PARTNERS II
FOX PARTNERS III
FOX PARTNERS IV
FOX PARTNERS VIII
FOX REALTY INVESTORS
FOX RUN APARTMENTS, LTD.
FOX STRATEGIC HOUSING INCOME PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
FOX VALLEY TWO-OXFORD LIMITED PARTNERSHIP
FOX VALLEY-OXFORD LIMITED PARTNERSHIP
FOXFIRE LIMITED DIVIDEND HOUSING ASSOCIATION
FRANKLIN CHANDLER ASSOCIATES
FRANKLIN EAGLE ROCK ASSOCIATES
FRANKLIN NEW YORK AVENUE ASSOCIATES
FRANKLIN PARK LIMITED PARTNERSHIP
FRANKLIN PHEASANT RIDGE ASSOCIATES
FRANKLIN SQUARE SCHOOL ASSOCIATES LIMITED PARTNERSHIP
FRANKLIN WOODS ASSOCIATES
FRIENDSET HOUSING COMPANY LIMITED PARTNERSHIP
FRIO HOUSING, LTD.
FRP LIMITED PARTNERSHIP
GADSDEN TOWERS, LTD.
GATE MANOR APARTMENTS, LTD., A TENNESSEE LIMITED PARTNERSHIP
GC SOUTHEAST PARTNERS, L.P.
GEORGETOWN 20Y APARTMENTS, L.L.C.
GEORGETOWN MANAGEMENT, INC.
GEORGETOWN WOODS LAND DEVELOPMENT, LP
GEORGETOWN WOODS SENIOR APARTMENTS, L.P.
GLENBROOK LIMITED PARTNERSHIP
GOTHAM APARTMENTS, LIMITED PARTNERSHIP
GP REAL ESTATE SERVICES II INC.
GP SERVICES II, INC.
GP-OP PROPERTY MANAGEMENT, LLC
GRAND PLAZA PRESERVATION GP, LLC
GRAND PLAZA PRESERVATION, L.P.
GRANDVIEW MANAGEMENT, INC.
GREENBRIAR PRESERVATION, L.P.
GREENBRIAR-OXFORD ASSOCIATES L.P.
GREENTREE ASSOCIATES
GROVE PARK VILLAS, LTD.
GSSW-REO DALLAS, L.P.
GSSW-REO PEBBLE CREEK, L.P.
GSSW-REO TIMBERLINE LIMITED PARTNERSHIP
GULF COAST HOLDINGS, LTD.
GULF COAST PARTNERS, LTD.
GWYNED PARTNERS LIMITED PARTNERSHIP
HALLS MILL, LTD.
HAMLIN ESTATES LIMITED PARTNERSHIP
HARRIS PARK LIMITED PARTNERSHIP
HATILLO HOUSING ASSOCIATES
HC/OAC, L.L.C.
HCW GENERAL PARTNER, LIMITED PARTNERSHIP
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
HENNA GP LLC
HENNA TOWNHOMES, LTD.
HENRIETTA-OXFORD ASSOCIATES LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP
HERITAGE PARK II INC.
HERITAGE PARK INVESTORS, INC.
HHP L.P.
HIGHLANDS VILLAGE II, LTD.
HISTORIC PROPERTIES INC.
HMI PROPERTY MANAGEMENT (ARIZONA), INC.
HOLLIDAYSBURG LIMITED PARTNERSHIP
FL
VA
DE
IN
TX
MD
PA
GA
DE
FL
CA
CA
CA
CA
CA
CA
CA
CA
TX
CA
MD
MD
MI
PA
PA
PA
PA
PA
MD
PA
NY
TX
PA
AL
TN
DE
DE
CA
IN
IN
MA
MO
DE
SC
DE
DE
CA
CA
DE
IN
IL
FL
TX
TX
TX
AL
CA
PA
AL
CA
NY
MA
MD
TX
MA
DE
TX
MD
DE
CA
DE
FL
DE
AZ
PA
Page 8 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
HOLLOWS ASSOCIATES LIMITED PARTNERSHIP
HOMECORP INVESTMENTS, LTD.
HOPKINS VILLAGE PRESERVATION LIMITED PARTNERSHIP
HOUSING ASSISTANCE OF MT. DORA, LTD.
HOUSING ASSISTANCE OF ORANGE CITY, LTD.
HOUSING ASSISTANCE OF SEBRING, LTD.
HOUSING ASSISTANCE OF VERO BEACH, LTD.
HOUSING ASSOCIATES LIMITED
HOUSING PROGRAMS CORPORATION II
HOUSING PROGRAMS LIMITED, A CALIFORNIA LIMITED PARTNERSHIP
HUDSON STREET APARTMENTS LIMITED PARTNERSHIP
HUNT CLUB PARTNERS, L.L.C.
HUNTER’S GLEN AP XII GP, LLC
HUNTERS GLEN AP XII LIMITED PARTNERSHIP
HUNTERS GLEN PHASE V GP, L.L.C.
HURBELL IV LTD.
IDA TOWER
IH, INC.
INGRAM SQUARE PRESERVATION, L.P.
INTEGRATED PROPERTIES, INC.
INTOWN WEST ASSOCIATES LIMITED PARTNERSHIP
IPGP, INC.
IPLP ACQUISITION I LLC
IPT I LLC
ISTC CORPORATION
JACARANDA-OXFORD LIMITED PARTNERSHIP
JACARANDA-OXFORD, L.L.C.
JACQUES-MILLER ASSOCIATES
JAMES COURT ASSOCIATES
JAMES-OXFORD LIMITED PARTNERSHIP
JAMESTOWN VILLAGE ASSOCIATES
JFK ASSOCIATES LIMITED PARTNERSHIP
JUPITER-I, L.P.
JUPITER-II, L.P.
KENDALL TOWNHOME INVESTORS, LTD.
KING-BELL ASSOCIATES LIMITED PARTNERSHIP
KINSEY-OXFORD ASSOCIATES, L.P.
KIRKMAN-OXFORD ASSOCIATES LIMITED PARTNERSHIP
KIRKWOOD HOUSE PRESERVATION LIMITED PARTNERSHIP
LA BROADCAST CENTER GP LLC
LA BROADCAST CENTER QRS INC.
LA CANYON TERRACE QRS INC.
LA CREEKSIDE GP LLC
LA CREEKSIDE LP
LA CREEKSIDE QRS INC.
LA CRESCENT GARDENS GP LLC
LA CRESCENT GARDENS LP
LA CRESCENT GARDENS QRS INC.
LA HILLCRESTE APARTMENTS LLC
LA HILLCRESTE GP LLC
LA HILLCRESTE LP
LA HILLCRESTE MEZZANINE MEMBER LLC
LA HILLCRESTE QRS INC.
LA INDIAN OAK QRS INC.
LA INDIAN OAKS GP LLC
LA INDIAN OAKS LP
LA LAKES GP LLC
LA LAKES LP
LA LAKES QRS INC.
LA MALIBU CANYON GP LLC
LA MALIBU CANYON LP
LA MALIBU CANYON QRS INC.
LA MORADA ASSOCIATES LIMITED PARTNERSHIP
LA PARK LA BREA A LLC
LA PARK LA BREA B LLC
LA PARK LA BREA C LLC
LA PARK LA BREA LLC
LA SALLE PRESERVATION, L.P.
LA VISTA PRESERVATION, L.P.
LAC PROPERTIES GP I LIMITED PARTNERSHIP
LAC PROPERTIES GP I LLC
LAC PROPERTIES GP II LIMITED PARTNERSHIP
LAC PROPERTIES GP III LIMITED PARTNERSHIP
LAC PROPERTIES OPERATING PARTNERSHIP, L.P.
LAC PROPERTIES QRS II INC.
NY
AL
DE
FL
FL
FL
FL
CA
DE
CA
CA
MD
DE
SC
SC
AL
PA
DE
TX
RI
CT
DE
DE
DE
DE
MD
MD
TN
ID
MD
PA
NC
DE
DE
FL
OR
OH
MD
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DC
DE
DE
DE
DE
CA
CA
DE
DE
DE
DE
DE
DE
Page 9 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
LAC PROPERTIES QRS III INC.
LAC PROPERTIES SUB LLC
LAFAYETTE MANOR ASSOCIATES LIMITED PARTNERSHIP
LAFAYETTE SQUARE ASSOCIATES
LAKE AVENUE ASSOCIATES L.P.
LAKE FOREST APARTMENTS
LAKE RIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
LAKE WALES VILLAS, LTD.
LAKERIDGE-ISLAND CLUB APARTMENTS PARTNERS, L.P.
LAKESIDE AT VININGS, LLC
LAKESIDE NORTH, L.L.C.
LAKEVIEW VILLAS, LTD.
LAKEWOOD AOPL, A TEXAS LIMITED PARTNERSHIP
LANCASTER HEIGHTS MANAGEMENT CORP.
LANDAU APARTMENTS LIMITED PARTNERSHIP
LANTANA-OXFORD ASSOCIATES LIMITED PARTNERSHIP
LARGO PARTNERS, L.L.C.
LARGO/OAC, L.L.C.
LASALLE APARTMENTS, L.P.
LAZY HOLLOW PARTNERS
LEE-HY MANOR ASSOCIATES LIMITED PARTNERSHIP
LEWISBURG ASSOCIATES LIMITED PARTNERSHIP
LEXINGTON-OXFORD ASSOCIATES L.P.
LEYDEN LIMITED PARTNERSHIP
LIMA-OXFORD ASSOCIATES, L.P.
LINCOLN MARINERS ASSOCIATES LIMITED
LINCOLN PROPERTY COMPANY NO. 409, LTD.
LOCK HAVEN ELDERLY ASSOCIATES
LOCK HAVEN GARDENS ASSOCIATES
LOCUST HOUSE ASSOCIATES LIMITED PARTNERSHIP
LONG MEADOW LIMITED PARTNERSHIP
LORELEI ASSOCIATES LIMITED PARTNERSHIP
LORING TOWERS PRESERVATION LIMITED PARTNERSHIP
LORING TOWERS SALEM PRESERVATION LIMITED PARTNERSHIP
M & P DEVELOPMENT COMPANY
MADISON RIVER PROPERTIES, L.L.C.
MADISONVILLE, LTD.
MAE — SPI, L.P.
MAE DELTA, INC.
MAE INVESTMENTS, INC.
MAE JMA, INC.
MAERIL, INC.
MAPLE HILL ASSOCIATES
MARINA DEL REY LIMITED DIVIDEND PARTNERSHIP ASSOCIATES
MARKET VENTURES, L.L.C.
MASHPEE UNITED CHURCH VILLAGE PARTNERSHIP
MAUNAKEA PALMS LIMITED PARTNERSHIP
MAUNAKEA PALMS, INC.
MAYER BEVERLY PARK LIMITED PARTNERSHIP
MB APARTMENTS LIMITED PARTNERSHIP
MCZ/CENTRUM FLAMINGO II, L.L.C.
MCZ/CENTRUM FLAMINGO III, L.L.C.
MELBOURNE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
MELBOURNE-OXFORD CORPORATION
METROPOLITAN PLAZA LP, LLC
MIAMI ELDERLY ASSOCIATES LIMITED PARTNERSHIP
MICHIGAN BEACH LIMITED PARTNERSHIP
MINNEAPOLIS ASSOCIATES II LIMITED PARTNERSHIP
MINNEAPOLIS ASSOCIATES LIMITED PARTNERSHIP
MIRAMAR HOUSING ASSOCIATES LIMITED PARTNERSHIP
MONROE CORPORATION
MONROE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
MONTBLANC GARDEN APARTMENTS ASSOCIATES
MONTICELLO MANAGEMENT I, L.L.C.
MONTICELLO MANOR, LTD.
MORTON TOWERS APARTMENTS, L.P.
MORTON TOWERS HEALTH CLUB, LLC
MOSS GARDENS LTD., A PARTNERSHIP IN COMMENDAM
MRR LIMITED PARTNERSHIP
MULBERRY ASSOCIATES
NAPICO HOUSING CREDIT COMPANY-XI.A, LLC
NAPICO HOUSING CREDIT COMPANY-XI.B, LLC
NAPICO HOUSING CREDIT COMPANY-XI.C, LLC
NAPICO HOUSING CREDIT COMPANY-XI.D, LLC
NAPLES-OXFORD LIMITED PARTNERSHIP
DE
DE
VA
TN
OH
PA
MD
FL
DE
DE
MD
FL
TX
CA
SC
MD
MD
MD
CA
CA
VA
WV
IN
MA
IN
CA
CA
PA
PA
MD
SC
DC
DE
MA
PA
DE
OH
DE
DE
DE
DE
DE
PA
MA
DE
MA
HI
HI
CA
IL
DE
DE
MD
MD
DE
OH
IL
MA
MD
DC
MD
MD
MA
DE
TX
DE
DE
LA
IL
PA
DE
DE
DE
DE
MD
Page 10 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
NAPLES-OXFORD, L.L.C.
NASHUA-OXFORD-BAY ASSOCIATES LIMITED PARTNERSHIP
NATIONAL BOSTON LOFTS ASSOCIATES, LLLP
NATIONAL CORPORATE TAX CREDIT FUND II, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND III, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND IV, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND IX, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND V, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND VI, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND VII, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND VIII, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND X, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND XI, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND XII, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND XIII, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT FUND, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL CORPORATE TAX CREDIT, INC.
NATIONAL CORPORATE TAX CREDIT, INC. II
NATIONAL CORPORATE TAX CREDIT, INC. III
NATIONAL CORPORATE TAX CREDIT, INC. IV
NATIONAL CORPORATE TAX CREDIT, INC. IX
NATIONAL CORPORATE TAX CREDIT, INC. OF PENNSYLVANIA
NATIONAL CORPORATE TAX CREDIT, INC. VI
NATIONAL CORPORATE TAX CREDIT, INC. VII
NATIONAL CORPORATE TAX CREDIT, INC. VIII
NATIONAL CORPORATE TAX CREDIT, INC. X
NATIONAL CORPORATE TAX CREDIT, INC. XI
NATIONAL CORPORATE TAX CREDIT, INC. XII
NATIONAL CORPORATE TAX CREDIT, INC. XIII
NATIONAL CORPORATE TAX CREDIT, INC. XIV
NATIONAL CORPORATION FOR HOUSING PARTNERSHIPS
NATIONAL HOUSING PARTNERSHIP REALTY FUND I, A MARYLAND LIMITED PARTNERSHIP
NATIONAL HOUSING PARTNERSHIP RESI ASSOCIATES I LIMITED PARTNERSHIP
NATIONAL PARTNERSHIP CREDIT FACILITY CORP.
NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES II
NATIONAL PARTNERSHIP INVESTMENTS CORP.
NATIONAL PARTNERSHIP MANAGEMENT CORP.
NATIONAL PROPERTY INVESTORS 4
NATIONAL PROPERTY INVESTORS 5
NATIONAL PROPERTY INVESTORS 6
NATIONAL PROPERTY INVESTORS III
NATIONAL TAX CREDIT INVESTORS II, A CALIFORNIA LIMITED PARTNERSHIP
NATIONAL TAX CREDIT MANAGEMENT CORP. I
NATIONAL TAX CREDIT PARTNERS, L.P.
NATIONAL TAX CREDIT, INC.
NATIONAL TAX CREDIT, INC. II
NCHP DEVELOPMENT CORP.
NEIGHBORHOOD REINVESTMENT RESOURCES CORPORATION
NEW BALTIMORE SENIOR PRESERVATION LIMITED PARTNERSHIP
NEW HAVEN ASSOCIATES LIMITED PARTNERSHIP
NEWBERRY PARK PRESERVATION, L.P.
NHP A&R SERVICES, INC.
NHP ACQUISITION CORPORATION
NHP AFFORDABLE HOUSING PARTNERS, L.P.
NHP COUNTRY GARDENS LIMITED PARTNERSHIP
NHP COUNTRY GARDENS, INC.
NHP MID-ATLANTIC PARTNERS ONE L.P.
NHP MID-ATLANTIC PARTNERS TWO L.P.
NHP MULTI-FAMILY CAPITAL CORPORATION
NHP PARKWAY ASSOCIATES L.P.
NHP PARKWAY L.P.
NHP PARTNERS TWO LIMITED PARTNERSHIP
NHP PUERTO RICO MANAGEMENT COMPANY
NHP REAL ESTATE CORPORATION
NHP WINDSOR CROSSING ASSOCIATES L.P.
NHP WINDSOR CROSSING L.P.
NHP-HDV EIGHTEEN, INC.
NHP-HDV ELEVEN, INC.
NHP-HDV FOUR, INC.
NHP-HDV FOURTEEN, INC.
NHP-HDV SEVENTEEN, INC.
NHP-HDV TEN, INC.
NHP-HDV TWELVE, INC.
NHP-HG FOUR, INC.
NHPMN MANAGEMENT, L.P.
MD
MD
CO
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
PA
CA
CA
CA
CA
CA
CA
CA
CA
DC
MD
DC
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
DC
IL
MI
MA
DE
VA
DE
PA
VA
VA
DE
DE
DC
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
VA
DE
Page 11 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
NHPMN MANAGEMENT, LLC
NHPMN STATE MANAGEMENT, INC.
NHPMN-GP, INC.
NORTH GATE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
NORTH WOODS-OXFORD ASSOCIATES, L.P.
NORTHPOINT PRESERVATION LIMITED PARTNERSHIP
NORTHWINDS APARTMENTS, L.P.
NP BANK LOFTS ASSOCIATES, L.P.
NPI EQUITY INVESTMENTS II, INC.
NPI EQUITY INVESTMENTS, INC.
NPIA III, A CALIFORNIA LIMITED PARTNERSHIP
OAC INVESTMENT, INC.
OAC L.L.C.
OAC LIMITED PARTNERSHIP
OAK FOREST ASSOCIATES LIMITED PARTNERSHIP
OAK FOREST II ASSOCIATES LIMITED PARTNERSHIP
OAK FOREST III ASSOCIATES
OAK HOLLOW SOUTH ASSOCIATES
OAK PARK-OXFORD ASSOCIATES LIMITED PARTNERSHIP
OAKBROOK ACQUISITION, L.P.
OAKWOOD MANOR ASSOCIATES, LTD.
OAMCO I, L.L.C.
OAMCO II, L.L.C.
OAMCO IV, L.L.C.
OAMCO VII, L.L.C.
OAMCO X, L.L.C.
OAMCO XI, L.L.C.
OAMCO XII, L.L.C.
OAMCO XIX, L.L.C.
OAMCO XIX, L.P.
OAMCO XV, L.L.C.
OAMCO XVI, L.L.C.
OAMCO XX, L.L.C.
OAMCO XX, L.P.
OAMCO XXII, L.L.C.
OAMCO XXIII, L.L.C.
OHA ASSOCIATES
ONE LINWOOD ASSOCIATES, LTD.
ONE LYTLE PLACE APARTMENTS PARTNERS, L.P.
ONE WEST CONWAY ASSOCIATES LIMITED PARTNERSHIP
OP PROPERTY MANAGEMENT, L.P.
OP PROPERTY MANAGEMENT, LLC
OPPORTUNITY ASSOCIATES 1994, L.P.
ORANGE CITY VILLAS II, LTD.
ORLEANS GARDENS, A LIMITED PARTNERSHIP
ORP ACQUISITION PARTNERS LIMITED PARTNERSHIP
ORP ACQUISITION, INC.
ORP CORPORATION I
ORP I ASSIGNOR CORPORATION
OVERBROOK PARK, LTD.
OXFORD APARTMENT COMPANY, INC.
OXFORD ASSOCIATES ‘76 LIMITED PARTNERSHIP
OXFORD ASSOCIATES ‘77 LIMITED PARTNERSHIP
OXFORD ASSOCIATES ‘78 LIMITED PARTNERSHIP
OXFORD ASSOCIATES ‘79 LIMITED PARTNERSHIP
OXFORD ASSOCIATES ‘80 LIMITED PARTNERSHIP
OXFORD ASSOCIATES ‘81 LIMITED PARTNERSHIP
OXFORD ASSOCIATES ‘82 LIMITED PARTNERSHIP
OXFORD ASSOCIATES ‘83 LIMITED PARTNERSHIP
OXFORD ASSOCIATES ‘84 LIMITED PARTNERSHIP
OXFORD ASSOCIATES ‘85 LIMITED PARTNERSHIP
OXFORD BETHESDA I LIMITED PARTNERSHIP
OXFORD CORPORATION
OXFORD DEVELOPMENT CORPORATION
OXFORD EQUITIES CORPORATION
OXFORD EQUITIES CORPORATION II
OXFORD EQUITIES CORPORATION III
OXFORD FUND I LIMITED PARTNERSHIP
OXFORD HOLDING CORPORATION
OXFORD HOUSE PRESERVATION, L.P.
OXFORD INVESTMENT CORPORATION
OXFORD INVESTMENT II CORPORATION
OXFORD MANAGERS I LIMITED PARTNERSHIP
OXFORD NATIONAL PROPERTIES CORPORATION
OXFORD PARTNERS I LIMITED PARTNERSHIP
DE
DE
DE
IN
IN
DE
VA
CO
FL
FL
CA
MD
MD
MD
OH
OH
OH
PA
MI
MO
TN
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
IL
DC
DE
MD
DE
DE
IN
FL
SC
MD
MD
MD
MD
OH
MD
IN
IN
IN
IN
IN
IN
IN
IN
MD
MD
MD
IN
IN
IN
DE
DE
MD
MD
DE
MD
MD
MD
MD
IN
Page 12 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
OXFORD PARTNERS V LIMITED PARTNERSHIP
OXFORD PARTNERS X, L.L.C.
OXFORD REALTY FINANCIAL GROUP, INC.
OXFORD-COLUMBIA ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP
OXPARC 1994, L.L.C.
OXPARC 1995, L.L.C.
OXPARC 1996, L.L.C.
OXPARC 1997, L.L.C.
OXPARC 1998, L.L.C.
OXPARC 1999, L.L.C.
OXPARC 2000, L.L.C.
PALM AIRE-ISLAND CLUB APARTMENTS PARTNERS, L.P.
PALM BEACH-OXFORD LIMITED PARTNERSHIP
PALM SPRINGS SENIOR AFFORDABLE, L.P.
PALMETTO APARTMENTS, A LIMITED PARTNERSHIP
PANORAMA PARK APARTMENTS LIMITED PARTNERSHIP
PANORAMA PARK PRESERVATION, L.P.
PARC CHATEAU SECTION I ASSOCIATES L.P.
PARC CHATEAU SECTION II ASSOCIATES (L.P.)
PARK ASSOCIATES, L.P.
PARK LA BREA ACQUISITION, LLC
PARK NORTH-OXFORD ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP
PARK PLACE PRESERVATION, L.P.
PARK TOWNE PLACE ASSOCIATES LIMITED PARTNERSHIP
PARK VISTA MANAGEMENT, INC.
PARK VISTA, LTD., A CALIFORNIA LIMITED PARTNERSHIP
PARKVIEW AFFORDABLE, L.P.
PARKVIEW APARTMENTS, A LIMITED PARTNERSHIP
PARKVIEW ASSOCIATES LIMITED PARTNERSHIP
PARKWAYS PRESERVATION, L.P.
PARTNERSHIP FOR HOUSING LIMITED
PAVILION ASSOCIATES
PAVILION PRESERVATION, L.P.
PEAK AT VININGS, LLC
PEBBLESHIRE MANAGEMENT CORP.
PENNSYLVANIA ASSOCIATES LIMITED PARTNERSHIP
PEPPERMILL PLACE APARTMENTS JV, L.P.
PEPPERTREE ASSOCIATES
PEPPERTREE VILLAGE OF AVON PARK, LIMITED
PINE BLUFF ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP
PINE BLUFF VILLAGE PRESERVATION LIMITED PARTNERSHIP
PINE LAKE TERRACE ASSOCIATES L.P.
PINELLAS-OXFORD ASSOCIATES LIMITED PARTNERSHIP
PINERIDGE ASSOCIATES, L.P.
PINERIDGE MANAGEMENT, INC.
PINEWOOD PARK APARTMENTS, A LIMITED PARTNERSHIP
PINEWOOD PLACE APARTMENTS ASSOCIATES LIMITED PARTNERSHIP
PLEASANT HILL PRESERVATION, LP
PLUMMER VILLAGE PRESERVATION, L.P.
PORTFOLIO PROPERTIES EIGHT ASSOCIATES LIMITED PARTNERSHIP
PORTFOLIO PROPERTIES SEVEN ASSOCIATES LIMITED PARTNERSHIP
PORTNER PLACE ASSOCIATES LIMITED PARTNERSHIP
POST RIDGE ASSOCIATES, LTD., LIMITED PARTNERSHIP
POST STREET ASSOCIATES LIMITED PARTNERSHIP
PRIDE GARDENS LIMITED PARTNERSHIP
PUERTO RICO MANAGEMENT, INC.
QUEENSTOWN APARTMENTS LIMITED PARTNERSHIP
QUINCY AFFORDABLE HOUSING L.P.
RAMBLEWOOD LIMITED PARTNERSHIP
RAMBLEWOOD RESIDENTIAL JV GP, LLC
RAMBLEWOOD RESIDENTIAL JV, LLC
RAMBLEWOOD SERVICES LLC
RANCHO TOWNHOUSES ASSOCIATES
RAVENSWORTH ASSOCIATES LIMITED PARTNERSHIP
RAVENSWORTH ASSOCIATES LIMITED PARTNERSHIP
RAVENSWORTH ASSOCIATES, LLC
REAL ESTATE ASSOCIATES III
REAL ESTATE ASSOCIATES IV
REAL ESTATE ASSOCIATES LIMITED
REAL ESTATE ASSOCIATES LIMITED II
REAL ESTATE ASSOCIATES LIMITED III
REAL ESTATE ASSOCIATES LIMITED IV
REAL ESTATE ASSOCIATES LIMITED V
REAL ESTATE ASSOCIATES LIMITED VI
REAL ESTATE ASSOCIATES LIMITED VII
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
DE
MD
CA
SC
CA
CA
GA
GA
MO
DE
MD
MO
DE
CA
CA
CA
SC
CA
DE
CA
PA
DE
DE
CA
MA
TX
CA
FL
MD
DE
CA
MD
MO
CA
SC
OH
TX
CA
DC
DC
DC
TN
NY
MS
CA
MD
IL
MI
DE
DE
DE
CA
MA
DE
DE
CA
CA
CA
CA
CA
CA
CA
CA
CA
Page 13 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
REAL ESTATE EQUITY PARTNERS INC.
REAL ESTATE EQUITY PARTNERS, L.P.
REAL ESTATE PARTNERS LIMITED
REEDY RIVER PROPERTIES, L.L.C.
REGENCY PARTNERS LIMITED PARTNERSHIP
REGENCY-NATIONAL CORPORATE TAX CREDIT, INC. II
RESCORP DEVELOPMENT, INC.
RI-15 GP, LLC
RI-15 LIMITED PARTNERSHIP
RICHLIEU ASSOCIATES
RIDGEWOOD TOWERS ASSOCIATES
RIDGEWOOD TOWERS PRESERVATION, L.P.
RIVER LOFT APARTMENTS LIMITED PARTNERSHIP
RIVER LOFT ASSOCIATES LIMITED PARTNERSHIP
RIVER REACH COMMUNITY SERVICES ASSOCIATION, INC.
RIVER VILLAGE PRESERVATION LIMITED PARTNERSHIP
RIVERCREST APARTMENTS, L.P.
RIVER’S EDGE ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
RIVERWOODS PRESERVATION, L.P.
RL AFFORDABLE, L.P.
ROOSEVELT GARDENS APARTMENTS II LIMITED PARTNERSHIP
ROOSEVELT GARDENS LIMITED PARTNERSHIP
ROSEWOOD APARTMENTS CORPORATION
ROUND BARN MANOR PRESERVATION, L.P.
ROYAL CREST ESTATES (MARLBORO), L.L.C.
SAN JOSE PRESERVATION, L.P.
SANDY SPRINGS ASSOCIATES, LIMITED
SANTA MARIA LIMITED DIVIDEND PARTNERSHIP ASSOCIATES
SCHAUMBURG-OXFORD LIMITED PARTNERSHIP
SEASIDE POINT PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP
SEAVIEW TOWERS ASSOCIATES
SECURED INCOME L.P.
SECURITY MANAGEMENT INC.
SEMINOLE-OXFORD ASSOCIATES LIMITED PARTNERSHIP
SEMINOLE-OXFORD CORPORATION
SENCIT F/G METROPOLITAN ASSOCIATES
SENCIT-LEBANON COMPANY
SENCIT-SELINSGROVE ASSOCIATES
SHARP-LEADENHALL ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP
SHELTER IV GP LIMITED PARTNERSHIP
SHELTER PROPERTIES II LIMITED PARTNERSHIP
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
SHELTER REALTY II CORPORATION
SHELTER REALTY IV CORPORATION
SHELTER REALTY V CORPORATION
SHERMAN TERRACE ASSOCIATES
SHOREVIEW APARTMENTS, L.P.
SHOREVIEW PRESERVATION, L.P.
SIGNATURE POINT JOINT VENTURE
SIGNATURE POINT PARTNERS, LTD.
SNI DEVELOPMENT COMPANY LIMITED PARTNERSHIP
SOL 413 LIMITED DIVIDEND PARTNERSHIP
SOUTH BAY VILLA PRESERVATION, L.P.
SOUTH HIAWASSEE VILLAGE, LTD.
SOUTH MILL ASSOCIATES
SOUTH PARK APARTMENTS
SOUTH PARK APARTMENTS LIMITED PARTNERSHIP
SOUTHRIDGE-OXFORD LIMITED PARTNERSHIP
SPRINGFIELD FACILITIES, LLC
SPRINGFIELD VILLAS, LTD.
ST. GEORGE VILLAS LIMITED PARTNERSHIP
ST. MARY’S-OXFORD ASSOCIATES LIMITED PARTNERSHIP
STAFFORD STUDENT APARTMENTS, L.P.
STANDPOINT VISTA ASSOCIATES
STANDPOINT VISTA LIMITED PARTNERSHIP
STERLING VILLAGE AFFORDABLE, L.P.
STRATFORD VILLAGE REALTY TRUST
STRAWBRIDGE SQUARE ASSOCIATES LIMITED PARTNERSHIP
SUBSIDIZED HOUSING PARTNERS
SUGARBERRY APARTMENTS CORPORATION
SUMMIT OAKS PRESERVATION, L.P.
SUNBURY DOWNS APARTMENTS JV, L.P.
SUNTREE-OXFORD ASSOCIATES LIMITED DIVIDEND HOUSING ASSOCIATION
TAMARAC PINES PRESERVATION, LP
DE
DE
CA
DE
OH
OH
IL
DE
DC
PA
IL
DE
PA
MA
FL
DE
SC
MI
DE
DE
CA
SC
SC
CA
DE
DE
TX
GA
MA
MD
TX
NY
DE
WA
MD
MD
NJ
PA
PA
MD
SC
SC
SC
SC
SC
SC
PA
CA
CA
TX
TX
NY
MA
CA
FL
PA
OH
OH
MD
MD
TX
SC
MD
DE
SC
MD
CA
MA
VA
CA
CA
DE
TX
MI
TX
Page 14 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
TAMARAC VILLAGE, LLC
TAUNTON GREEN ASSOCIATES LIMITED PARTNERSHIP
TAUNTON II ASSOCIATES
TERRY MANOR PRESERVATION, L.P.
TEXAS BIRCHWOOD APARTMENTS, L.P.
TEXAS KIRNWOOD APARTMENTS, L.P.
THE GLENS, A LIMITED PARTNERSHIP
THE NATIONAL HOUSING PARTNERSHIP
THE NATIONAL HOUSING PARTNERSHIP II TRUST
THE NATIONAL HOUSING PARTNERSHIP-II LIMITED PARTNERSHIP
THE OAK PARK PARTNERSHIP LIMITED PARTNERSHIP
THE TERRACES ASSOCIATES L.P.
THE VILLAGE OF KAUFMAN, LTD.
THE WOODLANDS LIMITED
TIDEWATER-OXFORD LIMITED PARTNERSHIP
TOMPKINS TERRACE ASSOCIATES LIMITED PARTNERSHIP
TOMPKINS TERRACE PRESERVATION, L.P.
TOMPKINS TERRACE, INC.
TOWN VIEW TOWERS I LIMITED PARTNERSHIP
TOWNSHIP AT HIGHLANDS LLC
TRAVIS ONE-OXFORD LIMITED PARTNERSHIP
TUJUNGA GARDENS LIMITED PARTNERSHIP
U. S. REALTY I CORPORATION
U. S. REALTY PARTNERS LIMITED PARTNERSHIP
U.S. SHELTER LIMITED PARTNERSHIP
UNDERWOOD ASSOCIATES LIMITED PARTNERSHIP
UNDERWOOD-OXFORD ASSOCIATES LIMITED PARTNERSHIP ONE
UNITED FRONT HOMES LIMITED PARTNERSHIP
UNITED HOUSING PARTNERS — ELMWOOD, LTD.
UNITED HOUSING PARTNERS CUTHBERT LIMITED PARTNERSHIP
UNITED HOUSING PARTNERS MORRISTOWN LIMITED PARTNERSHIP
UNITED INVESTORS REAL ESTATE, INC.
UNIVERSITY PLAZA ASSOCIATES
URBANIZACION MARIA LOPEZ HOUSING COMPANY LIMITED PARTNERSHIP
USS DEPOSITARY, INC.
UTOPIA ACQUISITION, L.P.
VAN NUYS ASSOCIATES LIMITED PARTNERSHIP
VAN NUYS PRESERVATION MT, L.P.
VAN NUYS PRESERVATION, L.P.
VERDES DEL ORIENTE PRESERVATION, L.P.
VICTORY SQUARE APARTMENTS LIMITED PARTNERSHIP
VILLA DE GUADALUPE PRESERVATION, L.P.
VILLA DEL SOL ASSOCIATES LIMITED PARTNERSHIP
VILLA NOVA, LIMITED PARTNERSHIP
VILLAGE OAKS-OXFORD ASSOCIATES, A MARYLAND LIMITED PARTNERSHIP
VINEVILLE TOWERS ASSOCIATES LIMITED PARTNERSHIP
VISTA DEL LAGOS JOINT VENTURE
VISTA PARK CHINO LIMITED PARTNERSHIP
VISTULA HERITAGE VILLAGE LIMITED PARTNERSHIP
WAI ASSOCIATES LIMITED PARTNERSHIP
WALNUT HILLS PRESERVATION, L.P.
WASCO ARMS
WASHINGTON CHINATOWN ASSOCIATES LIMITED PARTNERSHIP
WASHINGTON SQUARE WEST PRESERVATION, L.P.
WASH-WEST PROPERTIES
WATERFORD VILLAGE, L.L.C.
WATERS LANDING PARTNERS, L.L.C.
WAYCROSS, L.P.
WEST LAKE ARMS LIMITED PARTNERSHIP
WESTMINSTER OAKS PRESERVATION, L.P.
WESTRIDGE-OXFORD LIMITED PARTNERSHIP
WESTWOOD PRESERVATION, L.P.
WESTWOOD TERRACE PRESERVATION, L.P.
WESTWOOD TERRACE SECOND LIMITED PARTNERSHIP
WF-AC TAX CREDIT FUND I, L.P.
WF-AC TAX CREDIT FUND I, LLC
WF-AC TAX CREDIT FUND II, L.P.
WF-AC TAX CREDIT FUND III, L.P.
WHITE CLIFF APARTMENTS LIMITED PARTNERSHIP
WHITEFIELD PLACE PRESERVATION, LP
WICKFORD ASSOCIATES LIMITED PARTNERSHIP
WILDERNESS TRAIL, LTD.
WILKES TOWERS LIMITED PARTNERSHIP
WILLIAMSBURG LIMITED PARTNERSHIP
WILLOW WOOD LIMITED PARTNERSHIP
DE
MA
MA
CA
TX
TX
SC
DC
NY
DC
IL
IN
TX
MI
MD
NY
DE
NY
TN
DE
MD
CA
SC
DE
SC
CT
CT
MA
AL
GA
TN
DE
PA
NY
SC
MO
MA
CA
CA
CA
OH
CA
CA
TN
MD
GA
AZ
CA
OH
TX
DE
CA
DC
DE
PA
DE
MD
GA
DE
DE
MD
DE
DE
IL
DE
DE
DE
DE
OH
TX
NC
OH
NC
IL
CA
Page 15 of 16
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2010 10-K SUBSIDIARY LIST
Entity Name
State Code
WINNSBORO ARMS LIMITED PARTNERSHIP
WINROCK-HOUSTON ASSOCIATES LIMITED PARTNERSHIP
WINROCK-HOUSTON LIMITED PARTNERSHIP
WINTER GARDEN PRESERVATION, L.P.
WINTHROP TEXAS INVESTORS LIMITED PARTNERSHIP
WL/OAC, L.L.C.
WMOP PARTNERS, L.P.
WOLF RIDGE, LTD.
WOOD CREEK CPGF 22, L.P.
WOODCREST APARTMENTS, LTD.
WOODLAND APARTMENTS, A LIMITED PARTNERSHIP
WOODLAND HILLS PRESERVATION LIMITED PARTNERSHIP
WOODS OF INVERNESS CPF 16, L.P.
WOODSIDE VILLAS OF ARCADIA, LTD.
WORCESTER EPISCOPAL HOUSING COMPANY LIMITED PARTNERSHIP
WRC-87A CORPORATION
ZICKLER ASSOCIATES LIMITED PARTNERSHIP
ZIMCO CORPORATION I
ZIMCO CORPORATION IV
ZIMCO I LIMITED PARTNERSHIP
ZIMCO II L.L.C.
ZIMCO II LIMITED PARTNERSHIP
ZIMCO IV LIMITED PARTNERSHIP
ZIMCO IX L.L.C.
ZIMCO V L.L.C.
ZIMCO VIII L.L.C.
ZIMCO XI L.L.C.
ZIMCO XIII L.L.C.
ZIMCO XIV L.L.C.
ZIMCO XVI L.L.C.
ZIMCO XVII L.L.C.
ZIMCO XVIII L.L.C.
ZIMCO XX L.L.C.
ZIMCO XXVII L.L.C.
ZIMCO XXXII LIMITED PARTNERSHIP
ZIMCO/BETHEL CORPORATION IX
ZIMCO/CHANTILLY CORPORATION
ZIMCO/COUCH CORPORATION
ZIMCO/DAYTON CORPORATION X
ZIMCO/DELTA SQUARE CORPORATION
ZIMCO/MELBOURNE CORPORATION
ZIMCO/MONROE CORPORATION XI
ZIMCO/SEMINOLE CORPORATION
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Section 3: EX-23.1 (EX-23.1)
Exhibit 23.1
SC
DE
DE
MO
MD
MD
DE
AL
DE
TX
SC
MI
DE
FL
MA
DE
IN
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
Page 16 of 16
We consent to the incorporation by reference in the Registration Statements listed below of Apartment Investment and Management Company and in the related Prospectuses of our
reports dated February 24, 2011 with respect to the consolidated financial statements and schedule of Apartment Investment and Management Company, and the effectiveness of
internal control over financial reporting of Apartment Investment and Management Company, both included in this Annual Report on Form 10-K for the year ended December 31, 2010.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Form S-3 (No. 333-828)
Form S-3 (No. 333-8997)
Form S-3 (No. 333-17431)
Form S-3 (No. 333-20755)
Form S-3 (No. 333-4546)
Form S-3 (No. 333-36531)
Form S-3 (No. 333-36537)
Form S-3 (No. 333-4542)
Form S-8 (No. 333-4550)
Form S-8 (No. 333-4548)
Form S-8 (No. 333-14481)
Form S-8 (No. 333-36803)
Form S-8 (No. 333-41719)
Form S-4 (No. 333-49075)
Form S-3 (No. 333-47201)
Form S-8 (No. 333-57617)
Form S-4 (No. 333-60663)
Form S-8 (No. 333-70409)
Form S-3 (No. 333-69121)
Form S-3 (No. 333-75109)
Form S-4 (No. 333-60355)
Form S-8 (No. 333-75349)
Form S-3 (No. 333-77257)
Form S-3 (No. 333-77067)
Form S-3 (No. 333-81689)
Form S-3 (No. 333-92743)
Form S-3 (No. 333-31718)
Form S-3 (No. 333-50742)
Form S-4 (No. 333-51154)
Form S-3 (No. 333-52808)
Form S-3 (No. 333-64460)
Form S-3 (No. 333-71002)
Form S-3 (No. 333-73162)
Form S-3 (No. 333-86200)
Form S-3 (No. 333-101735)
Form S-3 (No. 333-130735)
Form S-4 (No. 333-90590-01)
Form S-4 (No. 333-90588-01)
Form S-4 (No. 333-136801)
Form S-8 (No. 333-142466)
Form S-8 (No. 333-142467)
Form S-3 (No. 333-150342)
Form S-3ASR (333-150341-01)
Form S-4 (No. 333-169873)
Form S-4 (No. 333-169872)
Form S-4 (No. 333-169871)
Form S-4 (No. 333-169870)
Form S-4 (No. 333-169869)
Form S-4 (No. 333-169353)
Denver, Colorado
February 24, 2011
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Section 4: EX-31.1 (EX-31.1)
/s/ ERNST & YOUNG LLP
Exhibit 31.1
I, Terry Considine, certify that:
CHIEF EXECUTIVE OFFICER CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Apartment Investment and Management Company;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 24, 2011
/s/ Terry Considine
Terry Considine
Chairman and Chief Executive Officer
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Section 5: EX-31.2 (EX-31.2)
I, Ernest M. Freedman, certify that:
CHIEF FINANCIAL OFFICER CERTIFICATION
1.
2.
3.
I have reviewed this annual report on Form 10-K of Apartment Investment and Management Company;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
Exhibit 31.2
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 24, 2011
/s/ Ernest M. Freedman
Ernest M. Freedman
Executive Vice President and Chief Financial Officer
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Section 6: EX-32.1 (EX-32.1)
Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1
In connection with the Annual Report of Apartment Investment and Management Company (the “Company”) on Form 10-K for the period ended December 31, 2010 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Terry Considine, as Chief Executive Officer of the Company hereby certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Terry Considine
Terry Considine
Chairman and Chief Executive Officer
February 24, 2011
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Section 7: EX-32.2 (EX-32.2)
Certification of CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2
In connection with the Annual Report of Apartment Investment and Management Company (the “Company”) on Form 10-K for the period ended December 31, 2010 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Ernest M. Freedman, as Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Ernest M. Freedman
Ernest M. Freedman
Executive Vice President and Chief Financial Officer
February 24, 2011
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Section 8: EX-99.1 (EX-99.1)
In reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K, Apartment Investment and Management Company, a Maryland corporation (the “Company”), has not filed as an exhibit to its
Annual Report on Form 10-K for the period ended December 31, 2010, any instrument with respect to long-term debt not being registered where the total amount of securities authorized
thereunder does not exceed ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. Pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K, the
Company hereby agrees to furnish a copy of any such agreement to the Securities and Exchange Commission upon request.
Agreement Regarding Disclosure of Long-Term Debt Instruments
Exhibit 99.1
Apartment Investment And Management Company
By: /s/ Ernest M. Freedman
Ernest M. Freedman
Executive Vice President and Chief Financial Officer
February 24, 2011
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