SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-13232
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
401(k) RETIREMENT PLAN
(FULL TITLE OF THE PLAN)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
2000 COLORADO BOULEVARD, TOWER TWO, SUITE 2-1000
DENVER, COLORADO 80222
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO
THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE)
Financial Statements and Schedule
Apartment Investment and Management Company
401(k) Retirement Plan
December 31, 2001 and 2000 and for the year ended December 31, 2001
CONTENTS
Report of Independent Auditors.................................................. 3
Audited Financial Statements
Statements of Net Assets Available for Benefits................................. 4
Statement of Changes in Net Assets Available for Benefits....................... 5
Notes to Financial Statements................................................... 6
Schedule
Schedule of Assets (Held at End of Year)........................................ 10
Consent of Independent Auditors................................................. 11
Signatures...................................................................... 12
2
Report of Independent Auditors
Pension Plan Committee
Apartment Investment and Management Company
401(k) Retirement Plan
We have audited the accompanying statements of net assets available for benefits
of Apartment Investment and Management Company 401(k) Retirement Plan (Plan) as
of December 31, 2001 and 2000 and for the year ended December 31, 2001. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the 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 net assets available for benefits of the Plan as of
December 31, 2001 and 2000 and the changes in its net assets available for
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 2001 is presented for the
purpose of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
May 16, 2002
Indianapolis, Indiana
3
Apartment Investment and Management Company
401(k) Retirement Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2001 2000
----------- -----------
ASSETS:
Investments, at fair value $64,621,953 $74,090,013
Contribution receivable:
Employee contribution receivable 63,273 105,391
Employer contribution receivable 36,185 58,533
----------- -----------
99,458 163,924
----------- -----------
Total assets 64,721,411 74,253,937
LIABILITY:
Participant refunds payable 154,902 120,991
----------- -----------
Net assets available for benefits $64,566,509 $74,132,946
=========== ===========
See accompanying notes.
4
Apartment Investment and Management Company
401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
Additions:
Employee contributions $ 5,513,457
Employer contributions 2,755,437
Rollover contributions 203,927
------------
8,472,821
Interest and dividend income 2,298,475
------------
Total additions 10,771,296
Deductions:
Benefit payments 12,301,424
Net depreciation in fair value of investments 7,692,634
Participant refunds 154,902
Administrative expenses 188,773
------------
Total deductions 20,337,733
------------
Net decrease (9,566,437)
Net assets available for benefits at the beginning of the year 74,132,946
------------
Net assets available for benefits at the end of the year $ 64,566,509
============
See accompanying notes.
5
Apartment Investment and Management Company
401(k) Retirement Plan
Notes to Financial Statements
December 31, 2001
1. DESCRIPTION OF THE PLAN
The following description of the Apartment Investment and Management Company
401(k) Retirement Plan (the "Plan") provides only general information.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
The Plan is a defined contribution plan covering all employees of the Apartment
Investment and Management Company (the Company) who have at least six months of
service and are age 18 or older. The Plan is administered by the Fidelity
Investments Retirement Services Company and trusteed by the Fidelity Management
Trust Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Participants may elect to contribute to the Plan from 1% to 20% of their
compensation on a pretax basis, subject to certain statutory limitations. The
Company, at its discretion, may make a matching contribution based on the first
6% of a participant's contribution, on behalf of each participant in the
following manner: (1) for participants with six months to five years of service,
a 50% match of the participant's contribution; (2) for participants with six to
ten years of service, a 75% match of the participant's contribution; or (3) for
participants with eleven or more years of service, a 100% match of the
participant's contribution.
Each participant's account is credited with the participant's contributions and
allocations of the Company's contributions and Plan earnings and is charged with
an allocation of administrative expenses. The benefit to which a participant is
entitled is the account balance at the time of distribution.
Participants are immediately vested in their voluntary contributions. The
Company's matching contributions are fully vested after three years of service.
Upon withdrawal, the nonvested portion of a participant's account will be used
by the Company to reduce the next employer contribution or pay expenses of the
Plan. During 2001 and 2000, forfeited balances of terminated participants'
nonvested accounts were $140,461 and $201,947, respectively.
Participants may borrow funds from their own account. Loans are permitted in
amounts not to exceed the lesser of $50,000 reduced by the highest outstanding
loan balance for the preceding year or 50% of the value of the vested interest
in the participant's account. Only one loan is permitted during any twelve month
period.
Although the Company has not expressed any intent to do so, it has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of termination of the
Plan, each participant will become fully vested and will receive a total
distribution of their account.
6
Apartment Investment and Management Company
401(k) Retirement Plan
Notes to Financial Statements (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan are presented on the accrual
basis of accounting.
INVESTMENTS
Investments other than participant loans are valued at fair value as determined
by reference to quoted market values. The participant loans are valued at their
outstanding balances, which approximate fair value.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.
INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated February 7, 2001, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Sponsor has
indicated that it will take the necessary steps to maintain the Plan's qualified
status.
3. INVESTMENTS
The Plan's investments are held in trust by Fidelity Management Trust Company,
the trustee of the Plan. The Plan's investments in the various funds (including
investments bought, sold, and held during the year) appreciated (depreciated) in
fair value for the year ended December 31, 2001 as presented in the following
table.
NET
APPRECIATION
(DEPRECIATION)
IN FAIR VALUE
DURING YEAR
--------------
Fair value as determined by quoted market prices:
Investments in mutual funds $ (7,514,207)
Investments in common stocks (178,427)
------------
$ (7,692,634)
============
7
Apartment Investment and Management Company
401(k) Retirement Plan
Notes to Financial Statements (Continued)
3. INVESTMENTS (CONTINUED)
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
DECEMBER 31
2001 2000
------------ ------------
Fair value determined by quoted market prices:
Fidelity Investment Mutual Funds:
Magellan Fund $ 9,996,733 $ 12,671,887
Growth Company Fund 6,230,945 9,433,828
Growth and Income Fund 8,199,562 10,083,843
Retirement Money Market Fund 8,022,647 7,528,997
Asset Manager Fund 5,690,031 6,440,849
Equity Income II Fund 4,959,270 5,730,922
Intermediate Bond Fund 3,230,431 2,908,114
Fidelity Management Trust Company Common Collective Trust Fund:
Managed Income Portfolio Fund 9,163,138 8,947,613
8
SCHEDULE
9
Apartment Investment and Management Company
401(k) Retirement Plan
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
EIN: 58-1471003
Plan Number: 004
DESCRIPTION OF INVESTMENT, INCLUDING
IDENTITY OF ISSUE, BORROWER, LESSOR OR, MATURITY DATE, RATE OF INTEREST,
SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE CURRENT VALUE
--------------------------------------- ------------------------------------ -------------
Common Stock:
*AIMCO Stock 140,689 shares $ 2,407,561
*Fidelity Management Trust Company
Mutual Funds:
Magellan Fund 95,920 shares 9,996,733
Growth Company Fund 117,079 shares 6,230,945
Growth and Income Fund 219,357 shares 8,199,562
Intermediate Bond Fund 313,026 shares 3,230,431
Asset Manager Fund 367,099 shares 5,690,031
Equity Income II Fund 235,819 shares 4,959,270
Aggressive Growth Fund 87,625 shares 1,666,629
Diversified International Fund 21,228 shares 405,024
Low Price Stock Fund 33,134 shares 908,522
Spartan US Equity Index Fund 18,066 shares 734,212
Retirement Money Market Fund 8,022,648 shares 8,022,647
------------
50,044,006
Common Collective Trust:
Managed Income Portfolio Fund 9,163,138 shares 9,163,138
Participant Loans Interest rates range from 6.75% to 10.25% 3,007,248
------------
$ 64,621,953
============
*Indicates a party-in-interest to the Plan
10
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-57617) pertaining to the 401(k) Retirement Plan of Apartment
Investment and Management Company of our report dated May 16, 2002 with respect
to the financial statements and schedule of the Apartment Investment and
Management Company 401(k) Retirement Plan included in this Annual Report (Form
11-K) for the year ended December 31, 2001.
/s/ Ernst & Young LLP
Indianapolis, Indiana
June 24, 2002
11
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Plan Administrator has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 28, 2002
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
401(k) RETIREMENT PLAN
By: /s/ MARI AKERS
-----------------------------------------
Mari Akers
Plan Administrator
12