1 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, 2000 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) 2 Financial Statements and Schedule Apartment Investment and Management Company 401(k) Retirement Plan December 31, 2000 and 1999 and for the year ended December 31, 2000 CONTENTS Report of Independent Auditors...............................................3 Audited Financial Statements.................................................4 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 for Investment Purposes at End of Year..............10 Consent of Independent Auditors.............................................11 Signatures..................................................................12 2 3 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, 2000 and 1999 and for the year ended December 31, 2000. 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, 2000 and 1999 and the changes in its net assets available for benefits for the year ended December 31, 2000, 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, 2000 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 April 27, 2001 Indianapolis, Indiana 3 4 Apartment Investment and Management Company 401(k) Retirement Plan Statements of Net Assets Available for Benefits DECEMBER 31 2000 1999 ----------- ----------- ASSETS: Investments, at fair value $74,090,013 $75,592,284 Contributions receivable: Employee contribution receivable 105,391 99,711 Employer contribution receivable 58,533 54,114 ----------- ----------- 163,924 153,825 ----------- ----------- Total assets 74,253,937 75,746,109 LIABILITY: Participant refunds payable 120,991 168,656 ----------- ----------- Net assets available for benefits $74,132,946 $75,577,453 =========== =========== See accompanying notes. 4 5 Apartment Investment and Management Company 401(k) Retirement Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2000 Additions: Employee contributions $ 6,807,350 Employer contributions 2,864,046 Rollover contributions 742,218 ------------ 10,413,614 Interest and dividend income 6,297,544 ------------ Total additions 16,711,158 Deductions Benefits Payments 10,590,257 Net depreciation in fair value of investments 7,294,867 Participant refunds 120,991 Administrative expenses 149,550 ------------ Total deductions 18,155,665 ------------ Net decrease (1,444,507) Net assets available for benefits at the beginning of the year 75,577,453 ------------ Net assets available for benefits at the end of the year $ 74,132,946 ============ See accompanying notes. 5 6 Apartment Investment and Management Company 401(k) Retirement Plan Notes to Financial Statements December 31, 2000 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 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 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 10 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 2000 and 1999, forfeited balances of terminated participants' nonvested accounts were $201,947 and $136,230, 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 7 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 administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan continues to be qualified and the related trust is tax exempt. 3. INVESTMENTS The Plan's investments are held in trust by Fidelity Management Trust, 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, 2000 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 $(7,716,162) Investments in common stocks 421,295 ----------- $(7,294,867) =========== 7 8 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 2000 1999 ----------- ----------- Fair value determined by quoted market prices: Fidelity Investment Mutual Funds: Magellan Fund $12,671,887 $13,886,387 Growth Company Fund 9,433,828 9,164,597 Growth and Income Fund 10,083,843 10,975,301 Retirement Money Market Fund 7,528,997 7,456,344 Asset Manager Fund 6,440,849 6,625,164 Equity Income II Fund 5,730,922 5,856,453 Fidelity Management Trust Company common collective trust fund: Managed Income Portfolio Fund 8,947,613 9,404,195 8 9 SCHEDULE 9 10 Apartment Investment and Management Company 401(k) Retirement Plan Schedule H, line 4i - Schedule of Assets Held for Investment Purposes at End of Year December 31, 2000 EIN: 58-1471003 Plan Number: 004 DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUER, BORROWER, RATE OF INTEREST, COLLATERAL, PAR CURRENT LESSOR OR SIMILAR PARTY OR MATURITY VALUE VALUE ----------------------------- --------------------------------- ------- Common Stock: *AIMCO Stock 149,160 shares $ 2,262,415 *Fidelity Management Trust Company Mutual Funds: Magellan Fund 106,219 shares 12,671,887 Growth Company Fund 132,071 shares 9,433,828 Growth and Income Fund 239,521 shares 10,083,843 Intermediate Bond Fund 289,653 shares 2,908,114 Asset Manager Fund 382,928 shares 6,440,849 Equity Income II Fund 240,190 shares 5,730,922 Aggressive Growth Fund 89,224 shares 3,227,249 Diversified International Fund 17,224 shares 377,904 Low Price Stock Fund 14,993 shares 346,629 Spartan US Equity Index Fund 13,836 shares 647,648 Retirement Money Market Fund 7,528,997 shares 7,528,997 ----------- 59,397,870 Common Collective Trust: Managed Income Portfolio Fund 8,947,613 shares 8,947,613 Participant Loans Interest rates range from 10% to 10.25% 3,482,115 ----------- $74,090,013 =========== *Indicates a party-in-interest to the Plan 10 11 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 April 27, 2001 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, 2000. /s/ Ernst & Young LLP Indianapolis, Indiana June 25, 2001 11 12 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, 2001 APARTMENT INVESTMENT AND MANAGEMENT COMPANY 401(k) RETIREMENT PLAN By: /s/ MARI AKERS ----------------------------------- Mari Akers Plan Administrator 12