Apartment Income REIT Corp. - Quarter Report: 2022 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-39686 (Apartment Income REIT Corp.)

Commission File Number: 0-24497 (Apartment Income REIT, L.P.)

APARTMENT INCOME REIT CORP.

APARTMENT INCOME REIT, L.P.

(Exact name of registrant as specified in its charter)


Maryland (Apartment Income REIT Corp.)		84-1299717
Delaware (Apartment Income REIT, L.P.)		84-1275621
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

4582 South Ulster Street, Suite 1700
Denver, Colorado		80237
(Address of principal executive offices)		(Zip Code)

(303) 757-8101

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock (Apartment Income REIT Corp.)	AIRC	New York Stock Exchange

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.


Apartment Income REIT Corp.: Yes ☒ No ☐		Apartment Income REIT, L.P.: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Apartment Income REIT Corp.: Yes ☒ No ☐		Apartment Income REIT, L.P.: Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Apartment Income REIT Corp.:		Apartment Income REIT, L.P.:

Large accelerated filer

☒

Accelerated filer

☐

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Apartment Income REIT Corp.:	☐		Apartment Income REIT, L.P.:	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Apartment Income REIT Corp.: Yes ☐ No ☒		Apartment Income REIT, L.P.: Yes ☐ No ☒

The number of shares of Apartment Income REIT Corp. Class A Common Stock outstanding as of July 27, 2022: 154,187,241

Table of Contents

EXPLANATORY NOTE

This filing combines the quarterly reports on Form 10-Q for the quarterly period ended June 30, 2022, of Apartment Income REIT Corp. (“AIR”), Apartment Income REIT, L.P. (“AIR Operating Partnership”), and their consolidated subsidiaries. The AIR Operating Partnership’s condensed consolidated financial statements include the accounts of the AIR Operating Partnership and its consolidated subsidiaries. Except as the context otherwise requires, “we,” “our,” and “us” refer to AIR, the AIR Operating Partnership, and their consolidated subsidiaries, collectively.

AIR, a Maryland corporation, is a self-administered and self-managed real estate investment trust. AIR, through wholly-owned subsidiaries, is the general and special limited partner of the AIR Operating Partnership. As of June 30, 2022, AIR owned approximately 92.2% of the legal interest in the common partnership units of the AIR Operating Partnership (“OP Units”) and 93.8% of the economic interest in the AIR Operating Partnership. The remaining 7.8% legal interest is owned by third-party limited partners. The legal ownership percentage is based on outstanding common stock and common OP Units, including unvested restricted stock and unvested LTIP units. The economic ownership percentage includes any unvested restricted stock and unvested LTIP units to the extent they are considered participating securities, as defined by accounting principles generally accepted in the United States (“GAAP”). As the sole general partner of the AIR Operating Partnership, AIR has exclusive control of the AIR Operating Partnership’s day-to-day management.

The AIR Operating Partnership holds all of AIR’s assets and manages the daily operations of AIR’s business. Pursuant to the AIR Operating Partnership agreement, AIR is required to contribute to the AIR Operating Partnership all proceeds from the offerings of its securities. In exchange for the contribution of such proceeds, AIR receives additional interests in the AIR Operating Partnership with similar terms (e.g., if AIR contributes proceeds of a stock offering, AIR receives partnership units with terms substantially similar to the stock issued by AIR).

We believe combining the periodic reports of AIR and the AIR Operating Partnership into this single report provides the following benefits:

•

We present our business as a whole, in the same manner our management views and operates the business;

•

We eliminate duplicative disclosure and provide a more streamlined and readable presentation because a substantial portion of the disclosures apply to both AIR and the AIR Operating Partnership; and

•

We save time and cost through the preparation of a single combined report rather than two separate reports.

We operate AIR and the AIR Operating Partnership as one enterprise, the management of AIR directs the management and operations of the AIR Operating Partnership, and the members of the Board of Directors of AIR are identical to those of the AIR Operating Partnership’s general partner.

We believe it is important to understand the few differences between AIR and the AIR Operating Partnership in the context of how AIR and the AIR Operating Partnership operate as a consolidated company. AIR has no assets or liabilities other than its investment in the AIR Operating Partnership, which is held directly and indirectly through certain intermediate holding companies (in which all of the common stock is owned by AIR). Also, AIR is a corporation that issues publicly traded equity from time to time, whereas the AIR Operating Partnership is a partnership that has no publicly traded equity. Except for the net proceeds from stock offerings by AIR, which are contributed to the AIR Operating Partnership in exchange for additional limited partnership interests (of a similar type and in an amount equal to the shares of stock sold in the offering), the AIR Operating Partnership generates all remaining capital required by its business. These sources include the AIR Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facility, the issuance of debt and equity securities, including additional partnership units, and proceeds received from the sale of apartment communities.

Equity, partners’ capital, and noncontrolling interests are the main areas of difference between the condensed consolidated financial statements of AIR and those of the AIR Operating Partnership. Interests in the AIR Operating Partnership held by entities other than AIR, which we refer to as OP Units, are classified within partners’ capital in the AIR Operating Partnership’s financial statements and as noncontrolling interests in AIR’s financial statements.

To help investors understand the differences between AIR and the AIR Operating Partnership, this report provides separate condensed consolidated financial statements for AIR and the AIR Operating Partnership; a single set of condensed consolidated notes to such financial statements that includes separate discussions of each entity’s stockholders’ equity or partners’ capital, and earnings per share or earnings per unit, as applicable; and a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity, where appropriate.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for AIR and the AIR Operating Partnership in order to establish that the requisite certifications have been made and that AIR and the AIR Operating Partnership are both compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.

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APARTMENT INCOME REIT CORP.

APARTMENT INCOME REIT, L.P.

TABLE OF CONTENTS

FORM 10-Q


		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)
	Apartment Income REIT Corp.:
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Apartment Income REIT, L.P.:
	Condensed Consolidated Balance Sheets	9
	Condensed Consolidated Statements of Operations	10
	Condensed Consolidated Statements of Comprehensive Income (Loss)	11
	Condensed Consolidated Statements of Partners’ Capital	12
	Condensed Consolidated Statements of Cash Flows	14
	Notes to the Condensed Consolidated Financial Statements of Apartment Income REIT Corp. and Apartment Income REIT, L.P.	15
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
ITEM 4.	CONTROLS AND PROCEDURES	37
	PART II. OTHER INFORMATION
ITEM 1A.	RISK FACTORS	39
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39
ITEM 6.	EXHIBITS	41
Signatures		43

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APARTMENT INCOME REIT CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	June 30,			December 31,
	2022			2021
ASSETS
Buildings and improvements	$	6,179,325		$	5,720,267
Land		1,200,540			1,164,814
Total real estate		7,379,865			6,885,081
Accumulated depreciation		(2,400,722	)		(2,284,793	)
Net real estate		4,979,143			4,600,288
Cash and cash equivalents		74,949			67,320
Restricted cash		25,942			25,441
Note receivable from Aimco		147,039			534,127
Leased real estate assets		466,013			466,355
Goodwill		32,286			32,286
Other assets, net		707,913			568,051
Assets held for sale		—			146,492
Total assets	$	6,433,285		$	6,440,360

LIABILITIES AND EQUITY
Non-recourse property debt, net	$	2,026,513		$	2,294,739
Term loans, net		795,905			1,144,547
Revolving credit facility borrowings		148,000			304,000
Unsecured notes payable, net		398,039			—
Total indebtedness		3,368,457			3,743,286
Accrued liabilities and other		696,673			592,774
Liabilities related to assets held for sale		—			85,775
Total liabilities		4,065,130			4,421,835

Commitments and contingencies (Note 6)

Preferred noncontrolling interests in AIR Operating Partnership		79,330			79,370

Equity:
Perpetual preferred stock		2,000			2,129
Common Stock, $0.01 par value, 1,021,175,000 shares authorized at June 30, 2022 and December 31, 2021, and 154,187,241 and 156,998,367 shares issued/outstanding at June 30, 2022 and December 31, 2021, respectively		1,542			1,570
Additional paid-in capital		3,636,906			3,763,105
Accumulated other comprehensive income		13,750			—
Distributions in excess of earnings		(1,521,749	)		(1,953,779	)
Total AIR equity		2,132,449			1,813,025
Noncontrolling interests in consolidated real estate partnerships		(70,609	)		(70,883	)
Common noncontrolling interests in AIR Operating Partnership		226,985			197,013
Total equity		2,288,825			1,939,155
Total liabilities, preferred noncontrolling interests in AIR Operating Partnership, and equity	$	6,433,285		$	6,440,360

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
REVENUES
Rental and other property revenues	$	181,012		$	176,721		$	360,273		$	351,451
Other revenues		2,488			1,612			4,705			3,295
Total revenues		183,500			178,333			364,978			354,746

EXPENSES
Property operating expenses		63,787			64,758			127,023			129,375
Depreciation and amortization		78,656			75,791			163,205			151,071
General and administrative expenses		5,333			5,221			11,930			9,635
Other (income) expenses, net		(3,076	)		2,515			942			5,391
		144,700			148,285			303,100			295,472

Interest income		25,652			15,684			39,133			31,656
Interest expense		(26,027	)		(33,657	)		(48,134	)		(69,682	)
Loss on extinguishment of debt		—			(37,150	)		(23,636	)		(38,160	)
Gain on dispositions of real estate and derecognition of leased properties		175,606			3,353			587,609			87,385
Loss from unconsolidated real estate partnerships		(873	)		—			(2,887	)		—
Income (loss) before income tax (expense) benefit		213,158			(21,722	)		613,963			70,473
Income tax (expense) benefit		(1,499	)		2,035			(920	)		(1,045	)
Net income (loss)		211,659			(19,687	)		613,043			69,428

Noncontrolling interests:
Net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships		(381	)		2,397			183			2,632
Net income attributable to preferred noncontrolling interests in AIR Operating Partnership		(1,602	)		(1,603	)		(3,205	)		(3,207	)
Net (income) loss attributable to common noncontrolling interests in AIR Operating Partnership		(12,749	)		945			(36,916	)		(3,491	)
Net (income) loss attributable to noncontrolling interests		(14,732	)		1,739			(39,938	)		(4,066	)
Net income (loss) attributable to AIR		196,927			(17,948	)		573,105			65,362
Net income attributable to AIR preferred stockholders		(43	)		(43	)		(85	)		(93	)
Net income attributable to participating securities		(162	)		(39	)		(417	)		(103	)
Net income (loss) attributable to AIR common stockholders	$	196,722		$	(18,030	)	$	572,603		$	65,166

Net income (loss) attributable to AIR per common share – basic and diluted	$	1.26		$	(0.12	)	$	3.66		$	0.43

Weighted-average common shares outstanding – basic		155,927			154,608			156,327			151,609
Weighted-average common shares outstanding – diluted		156,136			154,608			156,607			152,083

See notes to condensed consolidated financial statements.

Table of Contents

APARTMENT INCOME REIT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net income (loss)	$	211,659		$	(19,687	)	$	613,043		$	69,428
Unrealized gains on derivative instruments		13,715			—			12,932			—
Losses on derivative instruments reclassified into interest expense from accumulated other comprehensive income (loss)		1,989			—			1,989			—
Unrealized losses on available for sale debt securities		—			(1,180	)		—			(3,251	)
Comprehensive income (loss)		227,363			(20,867	)		627,964			66,177
Comprehensive (income) loss attributable to noncontrolling interests		(15,903	)		1,819			(41,109	)		(3,854	)
Comprehensive income (loss) attributable to AIR	$	211,460		$	(19,048	)	$	586,855		$	62,323

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended June 30, 2022 and 2021

(In thousands, except share data)

(Unaudited)


	Perpetual Preferred Stock				Common Stock									Accumulated									Noncontrolling Interests in			Common Noncontrolling Interests in
	Shares Issued		Amount		Shares Issued			Amount			Additional Paid- in Capital			Other Comprehensive Income (Loss)			Distributions in Excess of Earnings			Total AIR Equity			Consolidated Real Estate Partnerships			AIR Operating Partnership			Total Equity
Balances at March 31, 2021		20	$	2,000		148,974,839		$	1,490		$	3,430,694		$	1,100		$	(2,112,381	)	$	1,322,903		$	(64,619	)	$	63,812		$	1,322,096
Issuance of Common Stock, net		—		—		7,825,000			79			342,084			—			—			342,163			—			—			342,163
Issuance costs		—		—		—			—			(306	)		—			—			(306	)		—			—			(306	)
Redemption of AIR Operating Partnership units		—		—		—			—			—			—			—			—			—			(327	)		(327	)
Conversion of AIR Operating Partnership units		—		—		43,363			2			1,957			—			—			1,959			—			(1,959	)		-
Amortization of share-based compensation cost		—		—		—			—			629			—			—			629			—			1,260			1,889
Effect of changes in ownership of consolidated entities		—		—		—			—			(1,833	)		—			—			(1,833	)		—			1,833			—
Contributions from noncontrolling interests in consolidated real estate partnerships		—		—		—			—			—			—			—			—			1,998			—			1,998
Change in accumulated other comprehensive income (loss)		—		—		—			—			—			(1,100	)		—			(1,100	)		—			(80	)		(1,180	)
Net loss		—		—		—			—			—			—			(17,948	)		(17,948	)		(2,397	)		(945	)		(21,290	)
Common Stock dividends		—		—		—			—			—			—			(67,418	)		(67,418	)		—			—			(67,418	)
Preferred Stock dividends		—		—		—			—			—			—			(43	)		(43	)		—			—			(43	)
Distributions to noncontrolling interests		—		—		—			—			—			—			—			—			(3,432	)		(3,436	)		(6,868	)
Other, net		—		—		13,750			(2	)		(52	)		—			(53	)		(107	)		919			230			1,042
Balances at June 30, 2021		20	$	2,000		156,856,952		$	1,569		$	3,773,173		$	—		$	(2,197,843	)	$	1,578,899		$	(67,531	)	$	60,388		$	1,571,756

Balances at March 31, 2022		20	$	2,000		157,082,823		$	1,571		$	3,762,457		$	(783	)	$	(1,648,077	)	$	2,117,168		$	(70,157	)	$	216,827		$	2,263,838
Redemption of AIR Operating Partnership units		—		—		—			—			—			—			—			—			—			(793	)		(793	)
Repurchase of common stock, net		—		—		(2,911,761	)		(29	)		(124,971	)		—			—			(125,000	)		—			—			(125,000	)
Amortization of share-based compensation cost		—		—		—			—			751			—			—			751			—			950			1,701
Effect of changes in ownership of consolidated entities		—		—		—			—			(578	)		—			—			(578	)		—			578			—
Contributions from noncontrolling interests in consolidated real estate partnerships		—		—		—			—			—			—			—			—			3,483			—			3,483
Change in accumulated other comprehensive income (loss)		—		—		—			—			—			14,533			—			14,533			—			1,171			15,704
Net income		—		—		—			—			—			—			196,927			196,927			381			12,749			210,057
Common Stock dividends		—		—		—			—			—			—			(70,556	)		(70,556	)		—			—			(70,556	)
Distributions to noncontrolling interests		—		—		—			—			—			—			—			—			(4,188	)		(4,489	)		(8,677	)
Other, net		—		—		16,179			—			(753	)		—			(43	)		(796	)		(128	)		(8	)		(932	)
Balances at June 30, 2022		20	$	2,000		154,187,241		$	1,542		$	3,636,906		$	13,750		$	(1,521,749	)	$	2,132,449		$	(70,609	)	$	226,985		$	2,288,825

See notes to condensed consolidated financial statements.

Table of Contents

APARTMENT INCOME REIT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Six Months Ended June 30, 2022 and 2021

(In thousands, except share data)

(Unaudited)


	Perpetual Preferred Stock						Common Stock									Accumulated									Noncontrolling Interests in			Common Noncontrolling Interests in
	Shares Issued			Amount			Shares Issued			Amount			Additional Paid- in Capital			Other Comprehensive Income (Loss)			Distributions in Excess of Earnings			Total AIR Equity			Consolidated Real Estate Partnerships			AIR Operating Partnership			Total Equity
Balances at December 31, 2020		20		$	2,000			148,861,036		$	1,489		$	3,432,121		$	3,039		$	(2,131,798	)	$	1,306,851		$	(61,943	)	$	63,185		$	1,308,093
Issuance of Common Stock, net		—			—			7,825,000			79			342,084			—			—			342,163			—			—			342,163
Issuance costs		—			—			—			—			(306	)		—			—			(306	)		—			—			(306	)
Redemption of AIR Operating Partnership units		—			—			—			—			—			—			—			—			—			(3,550	)		(3,550	)
Conversion of AIR Operating Partnership units		—			—			43,319			2			1,957			—			—			1,959			—			(1,959	)		—
Amortization of share-based compensation cost		—			—			33,000			—			2,544			—			—			2,544			—			1,983			4,527
Effect of changes in ownership of consolidated entities		—			—			—			—			(4,423	)		—			—			(4,423	)		—			4,423			—
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			—			—			—			1,998			—			1,998
Change in accumulated other comprehensive income (loss)		—			—			—			—			—			(3,039	)		—			(3,039	)		—			(212	)		(3,251	)
Net income (loss)		—			—			—			—			—			—			65,362			65,362			(2,632	)		3,491			66,221
Common Stock dividends		—			—			—			—			—			—			(131,276	)		(131,276	)		—			—			(131,276	)
Preferred Stock dividends		—			—			—			—			—			—			(93	)		(93	)		—			—			(93	)
Distributions to noncontrolling interests		—			—			—			—			—			—			—			—			(4,834	)		(7,203	)		(12,037	)
Other, net		—			—			94,597			(1	)		(804	)		—			(38	)		(843	)		(120	)		230			(733	)
Balances at June 30, 2021		20		$	2,000			156,856,952		$	1,569		$	3,773,173		$	—		$	(2,197,843	)	$	1,578,899		$	(67,531	)	$	60,388		$	1,571,756

Balances at December 31, 2021		145		$	2,129			156,998,367		$	1,570		$	3,763,105		$	—		$	(1,953,779	)	$	1,813,025		$	(70,883	)	$	197,013		$	1,939,155
Redemption of AIR Operating Partnership units		—			—			—			—			—			—			—			—			—			(4,245	)		(4,245	)
Repurchase of common stock, net		—			—			(2,911,761	)		(29	)		(124,971	)		—			—			(125,000	)		—			—			(125,000	)
Amortization of share-based compensation cost		—			—			—			—			2,641			—			—			2,641			—			1,810			4,451
Effect of changes in ownership of consolidated entities		—			—			—			—			(3,264	)		—			—			(3,264	)		—			3,264			—
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			—			—			—			—			—			7,808			—			7,808
Change in accumulated other comprehensive income (loss)		—			—			—			—			—			13,750			—			13,750			—			1,171			14,921
Net income (loss)		—			—			—			—			—			—			573,105			573,105			(183	)		36,916			609,838
Common Stock dividends		—			—			—			—			—			—			(140,984	)		(140,984	)		—			—			(140,984	)
Distributions to noncontrolling interests		—			—			—			—			—			—			—			—			(7,335	)		(8,936	)		(16,271	)
Other, net		(125	)		(129	)		100,635			1			(605	)		—			(91	)		(824	)		(16	)		(8	)		(848	)
Balances at June 30, 2022		20		$	2,000			154,187,241		$	1,542		$	3,636,906		$	13,750		$	(1,521,749	)	$	2,132,449		$	(70,609	)	$	226,985		$	2,288,825

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	613,043		$	69,428
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		163,205			151,071
Loss on extinguishment of debt		23,636			38,160
Gain on derecognition of leased properties and dispositions of real estate		(587,609	)		(87,385	)
Income tax expense		920			1,045
Other, net		2,939			9,314
Net changes in operating assets and operating liabilities		(14,638	)		(87,836	)
Net cash provided by operating activities		201,496			93,797
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of real estate and deposits related to purchases of real estate		(472,317	)		(225,526	)
Capital expenditures		(90,599	)		(76,469	)
Proceeds from dispositions of real estate		759,344			6,230
Proceeds from dispositions of unconsolidated real estate partnerships		7,244			—
Purchases of corporate assets		(6,135	)		(4,509	)
Proceeds from repayment of note receivable		387,088			—
Proceeds from investments in debt securities		—			100,852
Other investing activities		(9,958	)		(61	)
Net cash provided by (used in) investing activities		574,667			(199,483	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments on non-recourse property debt		(353,770	)		(566,523	)
Proceeds from term loans		—			800,000
Repayment of term loan		(350,000	)		(350,000	)
Net (repayments of) borrowings on revolving credit facility		(154,795	)		81,600
Payment of debt issuance costs		(3,990	)		(9,885	)
Payment of debt extinguishment costs		(22,723	)		(36,198	)
Proceeds from the issuance of unsecured notes payable		400,000			—
Proceeds from the issuance of Common Stock		—			342,163
Repurchases of Common Stock		(125,000	)		—
Payment of dividends to holders of Common Stock		(141,104	)		(131,654	)
Payment of distributions to preferred noncontrolling interests		(3,221	)		(3,209	)
Payment of distributions to common noncontrolling interests		(16,306	)		(12,092	)
Redemptions of noncontrolling interests in the AIR Operating Partnership		(4,269	)		(3,622	)
Contribution from noncontrolling interests in consolidated real estate partnerships		7,808			1,998
Other financing activities		(663	)		329
Net cash (used in) provided by financing activities		(768,033	)		112,907
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		8,130			7,221
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD		92,761			73,480
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	100,891		$	80,701

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


	June 30,			December 31,
	2022			2021
ASSETS
Buildings and improvements	$	6,179,325		$	5,720,267
Land		1,200,540			1,164,814
Total real estate		7,379,865			6,885,081
Accumulated depreciation		(2,400,722	)		(2,284,793	)
Net real estate		4,979,143			4,600,288
Cash and cash equivalents		74,949			67,320
Restricted cash		25,942			25,441
Note receivable from Aimco		147,039			534,127
Leased real estate assets		466,013			466,355
Goodwill		32,286			32,286
Other assets, net		707,913			568,051
Assets held for sale		—			146,492
Total assets	$	6,433,285		$	6,440,360

LIABILITIES AND PARTNERS’ CAPITAL
Non-recourse property debt, net	$	2,026,513		$	2,294,739
Term loans, net		795,905			1,144,547
Revolving credit facility borrowings		148,000			304,000
Unsecured notes payable, net		398,039			—
Total indebtedness		3,368,457			3,743,286
Accrued liabilities and other		696,673			592,774
Liabilities related to assets held for sale		—			85,775
Total liabilities		4,065,130			4,421,835

Commitments and contingencies (Note 6)

Redeemable preferred units		79,330			79,370

Partners’ capital:
Preferred units		2,000			2,129
General Partner and Special Limited Partner		2,130,449			1,810,896
Limited Partners		226,985			197,013
Partners’ capital attributable to the AIR Operating Partnership		2,359,434			2,010,038
Noncontrolling interests in consolidated real estate partnerships		(70,609	)		(70,883	)
Total partners’ capital		2,288,825			1,939,155
Total liabilities, redeemable preferred units, and partners’ capital	$	6,433,285		$	6,440,360

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
REVENUES
Rental and other property revenues	$	181,012		$	176,721		$	360,273		$	351,451
Other revenues		2,488			1,612			4,705			3,295
Total revenues		183,500			178,333			364,978			354,746

EXPENSES
Property operating expenses		63,787			64,758			127,023			129,375
Depreciation and amortization		78,656			75,791			163,205			151,071
General and administrative expenses		5,333			5,221			11,930			9,635
Other (income) expenses, net		(3,076	)		2,515			942			5,391
		144,700			148,285			303,100			295,472

Interest income		25,652			15,684			39,133			31,656
Interest expense		(26,027	)		(33,657	)		(48,134	)		(69,682	)
Loss on extinguishment of debt		—			(37,150	)		(23,636	)		(38,160	)
Gain on dispositions of real estate and derecognition of leased properties		175,606			3,353			587,609			87,385
Loss from unconsolidated real estate partnerships		(873	)		—			(2,887	)		—
Income (loss) before income tax (expense) benefit		213,158			(21,722	)		613,963			70,473
Income tax (expense) benefit		(1,499	)		2,035			(920	)		(1,045	)
Net income (loss)		211,659			(19,687	)		613,043			69,428
Net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships		(381	)		2,397			183			2,632
Net income (loss) attributable to the AIR Operating Partnership		211,278			(17,290	)		613,226			72,060
Net income attributable to the AIR Operating Partnership’s preferred unitholders		(1,645	)		(1,646	)		(3,290	)		(3,300	)
Net income attributable to participating securities		(162	)		(39	)		(417	)		(103	)
Net income (loss) attributable to the AIR Operating Partnership’s common unitholders	$	209,471		$	(18,975	)	$	609,519		$	68,657

Net income (loss) attributable to the AIR Operating Partnership per common unit – basic and diluted	$	1.26		$	(0.12	)	$	3.66		$	0.43

Weighted-average common units outstanding – basic		166,023			162,698			166,434			159,701
Weighted-average common units outstanding – diluted		166,232			162,698			166,714			160,175

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022		2021
Net income (loss)	$	211,659		$	(19,687	)	$	613,043	$	69,428
Unrealized gains on derivative instruments		13,715			—			12,932		—
Losses on derivative instruments reclassified into interest expense from accumulated other comprehensive income (loss)		1,989			—			1,989		—
Unrealized losses on available for sale debt securities		—			(1,180	)		—		(3,251	)
Comprehensive income (loss)		227,363			(20,867	)		627,964		66,177
Comprehensive (income) loss attributable to noncontrolling interests		(381	)		2,397			183		2,632
Comprehensive income (loss) attributable to the AIR Operating Partnership	$	226,982		$	(18,470	)	$	628,147	$	68,809

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

For the Three Months Ended June 30, 2022 and 2021

(In thousands)

(Unaudited)


	Preferred Units		General Partner and Special Limited Partner			Limited Partners			Partners’ Capital Attributable to the AIR Operating Partnership			Noncontrolling Interests in Consolidated Real Estate Partnerships			Total Partners’ Capital
Balances at March 31, 2021	$	2,000	$	1,320,903		$	63,812		$	1,386,715		$	(64,619	)	$	1,322,096
Issuance of common partnership units to AIR, net		—		342,163			—			342,163			—			342,163
Issuance costs		—		(306	)		—			(306	)		—			(306	)
Redemption of common partnership units		—		—			(327	)		(327	)		—			(327	)
Conversion of common partnership units		—		1,959			(1,959	)		—			—			—
Amortization of share-based compensation cost		—		629			1,260			1,889			—			1,889
Effect of changes in ownership of consolidated entities		—		(1,833	)		1,833			—			—			—
Contributions from noncontrolling interests in consolidated real estate partnerships		—		—			—			—			1,998			1,998
Change in accumulated other comprehensive income (loss)		—		(1,100	)		(80	)		(1,180	)		—			(1,180	)
Net loss		—		(17,948	)		(945	)		(18,893	)		(2,397	)		(21,290	)
Distributions to common unitholders		—		(67,418	)		(3,436	)		(70,854	)		—			(70,854	)
Distributions to preferred unitholders		—		(43	)		—			(43	)		—			(43	)
Distributions to noncontrolling interests		—		—			—			—			(3,432	)		(3,432	)
Other, net		—		(107	)		230			123			919			1,042
Balances at June 30, 2021	$	2,000	$	1,576,899		$	60,388		$	1,639,287		$	(67,531	)	$	1,571,756

Balances at March 31, 2022	$	2,000	$	2,115,168		$	216,827		$	2,333,995		$	(70,157	)	$	2,263,838
Redemption of common partnership units		—		—			(793	)		(793	)		—			(793	)
Repurchase of common partnership units		—		(125,000	)		—			(125,000	)		—			(125,000	)
Amortization of share-based compensation cost		—		751			950			1,701			—			1,701
Effect of changes in ownership of consolidated entities		—		(578	)		578			—			—			—
Contributions from noncontrolling interests in consolidated real estate partnerships		—		—			—			—			3,483			3,483
Change in accumulated other comprehensive income (loss)		—		14,533			1,171			15,704			—			15,704
Net income		—		196,927			12,749			209,676			381			210,057
Distributions to common unitholders		—		(70,556	)		—			(70,556	)		—			(70,556	)
Distributions to noncontrolling interests		—		—			(4,489	)		(4,489	)		(4,188	)		(8,677	)
Other, net		—		(796	)		(8	)		(804	)		(128	)		(932	)
Balances at June 30, 2022	$	2,000	$	2,130,449		$	226,985		$	2,359,434		$	(70,609	)	$	2,288,825

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

For the Six Months Ended June 30, 2022 and 2021

(In thousands)

(Unaudited)


	Preferred Units			General Partner and Special Limited Partner			Limited Partners			Partners’ Capital Attributable to the AIR Operating Partnership			Noncontrolling Interests in Consolidated Real Estate Partnerships			Total Partners’ Capital
Balances at December 31, 2020	$	2,000		$	1,304,851		$	63,185		$	1,370,036		$	(61,943	)	$	1,308,093
Issuance of common partnership units to AIR, net		—			342,163			—			342,163			—			342,163
Issuance costs		—			(306	)		—			(306	)		—			(306	)
Redemption of common partnership units		—			—			(3,550	)		(3,550	)		—			(3,550	)
Conversion of common partnership units		—			1,959			(1,959	)		—			—			—
Amortization of share-based compensation cost		—			2,544			1,983			4,527			—			4,527
Effect of changes in ownership of consolidated entities		—			(4,423	)		4,423			—			—			—
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			—			1,998			1,998
Change in accumulated other comprehensive income (loss)		—			(3,039	)		(212	)		(3,251	)		—			(3,251	)
Net income (loss)		—			65,362			3,491			68,853			(2,632	)		66,221
Distributions to common unitholders		—			(131,276	)		(7,203	)		(138,479	)		—			(138,479	)
Distributions to preferred unitholders		—			(93	)		—			(93	)		—			(93	)
Distributions to noncontrolling interests		—			—			—			—			(4,834	)		(4,834	)
Other, net		—			(843	)		230			(613	)		(120	)		(733	)
Balances at June 30, 2021	$	2,000		$	1,576,899		$	60,388		$	1,639,287		$	(67,531	)	$	1,571,756

Balances at December 31, 2021	$	2,129		$	1,810,896		$	197,013		$	2,010,038		$	(70,883	)	$	1,939,155
Redemption of common partnership units		—			—			(4,245	)		(4,245	)		—			(4,245	)
Repurchase of common partnership units		—			(125,000	)		—			(125,000	)		—			(125,000	)
Amortization of share-based compensation cost		—			2,641			1,810			4,451			—			4,451
Effect of changes in ownership of consolidated entities		—			(3,264	)		3,264			—			—			—
Contributions from noncontrolling interests in consolidated real estate partnerships		—			—			—			—			7,808			7,808
Change in accumulated other comprehensive income (loss)		—			13,750			1,171			14,921			—			14,921
Net income (loss)		—			573,105			36,916			610,021			(183	)		609,838
Distributions to common unitholders		—			(140,984	)		—			(140,984	)		—			(140,984	)
Distributions to noncontrolling interests		—			—			(8,936	)		(8,936	)		(7,335	)		(16,271	)
Other, net		(129	)		(695	)		(8	)		(832	)		(16	)		(848	)
Balances at June 30, 2022	$	2,000		$	2,130,449		$	226,985		$	2,359,434		$	(70,609	)	$	2,288,825

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	613,043		$	69,428
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		163,205			151,071
Loss on extinguishment of debt		23,636			38,160
Gain on derecognition of leased properties and dispositions of real estate		(587,609	)		(87,385	)
Income tax expense		920			1,045
Other, net		2,939			9,314
Net changes in operating assets and operating liabilities		(14,638	)		(87,836	)
Net cash provided by operating activities		201,496			93,797
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of real estate and deposits related to purchases of real estate		(472,317	)		(225,526	)
Capital expenditures		(90,599	)		(76,469	)
Proceeds from dispositions of real estate		759,344			6,230
Proceeds from dispositions of unconsolidated real estate partnerships		7,244			—
Purchases of corporate assets		(6,135	)		(4,509	)
Proceeds from repayment of note receivable		387,088			—
Proceeds from investments in debt securities		—			100,852
Other investing activities		(9,958	)		(61	)
Net cash provided by (used in) investing activities		574,667			(199,483	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments on non-recourse property debt		(353,770	)		(566,523	)
Proceeds from term loans		—			800,000
Repayment of term loan		(350,000	)		(350,000	)
Net (repayments of) borrowings on revolving credit facility		(154,795	)		81,600
Payment of debt issuance costs		(3,990	)		(9,885	)
Payment of debt extinguishment costs		(22,723	)		(36,198	)
Proceeds from the issuance of unsecured notes payable		400,000			—
Proceeds from issuance of common partnership units to AIR, net		—			342,163
Repurchases of common partnership units held by GP and Special Limited Partner		(125,000	)		—
Payment of distributions to preferred units		(3,221	)		(3,300	)
Payment of distributions General Partner and Special Limited Partner		(141,104	)		(131,654	)
Payment of distributions to Limited Partners		(8,970	)		(7,258	)
Payment of distributions to noncontrolling interests		(7,336	)		(4,836	)
Redemption of common and preferred units		(4,269	)		(3,622	)
Contribution from noncontrolling interests in consolidated real estate partnerships		7,808			1,998
Other financing activities		(663	)		422
Net cash (used in) provided by financing activities		(768,033	)		112,907
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		8,130			7,221
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD		92,761			73,480
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	100,891		$	80,701

See notes to condensed consolidated financial statements.

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APARTMENT INCOME REIT CORP.

APARTMENT INCOME REIT, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

(Unaudited)

Note 1 — Basis of Presentation and Organization

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Apartment Income REIT Corp. (“AIR”), Apartment Income REIT, L.P. (“AIR Operating Partnership”), and their consolidated subsidiaries. The AIR Operating Partnership’s condensed consolidated financial statements include the accounts of the AIR Operating Partnership and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

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 of a limited liability company. Interests in the AIR Operating Partnership that are held by limited partners other than AIR are reflected in AIR’s accompanying condensed consolidated balance sheets as noncontrolling interests in the AIR Operating Partnership. Interests in partnerships consolidated by the AIR Operating Partnership that are held by third parties are reflected in AIR’s and AIR Operating Partnership’s accompanying condensed consolidated balance sheets as noncontrolling interests in consolidated real estate partnerships.

Except as the context otherwise requires, “we,” “our,” and “us” refer to AIR, the AIR Operating Partnership, and their consolidated subsidiaries, collectively.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

The condensed consolidated balance sheets of AIR, the AIR Operating Partnership, and their consolidated subsidiaries as of December 31, 2021, have been derived from their respective audited financial statements at that date, but do not include all of the information and disclosures required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto included in AIR’s and the AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021. Except where indicated, the footnotes refer to AIR, the AIR Operating Partnership and their consolidated subsidiaries, collectively.

Organization and Business

AIR is a self-administered and self-managed real estate investment trust (“REIT”). AIR owns, through its wholly-owned subsidiaries, all of the common equity, the general partner interest, and special limited partner interest in AIR Operating Partnership, a Delaware limited partnership originally formed on May 16, 1994. AIR Operating Partnership conducts all of the business of AIR, which is focused on the ownership of stabilized multi-family properties located in top markets including eight important geographic concentrations: Boston; Philadelphia; Washington, D.C.; Miami; Denver; the San Francisco Bay Area; Los Angeles; and San Diego.

We own and operate a portfolio of apartment communities, diversified by both geography and price point, in 11 states and the District of Columbia. As of June 30, 2022, our portfolio included 75 apartment communities with 25,363 apartment homes, in which we held an average ownership of approximately 88%. We also have four properties, one land parcel, and one indirect land interest that we lease to third parties. As further discussed in Note 3, we expect four of these leases to be cancelled in the third quarter of 2022.

Interests in the AIR Operating Partnership that are held by limited partners other than AIR are referred to as OP Units. OP Units include common partnership units, which we refer to as common OP Units, as well as preferred partnership units, which we refer to as preferred OP Units. As of June 30, 2022, after elimination of units held by consolidated subsidiaries, the AIR Operating Partnership had 167,313,269 common OP Units outstanding. As of June 30, 2022, AIR owned 154,187,241 of the common OP Units of the AIR Operating Partnership and AIR had an equal number of shares of its Class A Common Stock outstanding, which we refer to as Common

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Stock. AIR’s ownership of the total common OP Units outstanding represents a 92.2% legal interest in the AIR Operating Partnership and a 93.8% economic interest.

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

We consolidate a variable interest entity (“VIE”), in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

Redeemable Preferred OP Units

The AIR Operating Partnership has various classes of preferred OP units, which may be redeemed at the holders' option for cash, or at its option, shares of Common Stock. The preferred OP units are therefore presented within temporary equity in AIR’s condensed consolidated balance sheets and within temporary partners' capital in the AIR Operating Partnership’s condensed consolidated balance sheets.

The following table presents a rollforward of the AIR Operating Partnership’s preferred OP Units (in thousands):


Balance at January 1, 2022	$	79,370
Preferred distributions		(3,221	)
Redemption of preferred units and other		(24	)
Net income allocated to preferred units		3,205
Balance at June 30, 2022	$	79,330

The AIR Operating Partnership has outstanding various classes of redeemable preferred OP Units. As of June 30, 2022 and December 31, 2021, the AIR Operating Partnership had 2,934,063 and 2,935,662 redeemable preferred OP Units, respectively, issued and outstanding. Distributions per annum range from 1.92% to 8.75% per class and $0.48 to $8.00 per unit.

Use of Estimates

The preparation of our condensed 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.

Note 3 — Significant Transactions

Apartment Community Acquisitions

During the three months ended June 30, 2022, we acquired three apartment communities, one located in the Washington, D.C. area and two located in South Florida. Summarized information regarding these acquisitions is set forth in the table below (dollars in thousands):


Number of apartment communities		3
Number of apartment homes		1,001

Purchase price	$	467,067
Capitalized transaction costs		5,250
Total consideration	$	472,317
Land	$	40,066
Building and improvements		419,023
Right of use lease asset		80,651
Intangible assets (1)		13,738
Lease liability		(80,651	)
Below-market lease liabilities (1)		(510	)
Total consideration	$	472,317

(1)

Intangible assets and below-market lease liabilities have a weighted-average term of 2.6 years and 1.6 years, respectively.

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Subsequent to June 30, 2022, we acquired an additional apartment community located in South Florida with 350 apartment homes for a total purchase price of $173.0 million.

Apartment Community Dispositions

During the three months ended June 30, 2022, we sold four apartment communities with 718 homes for gross proceeds of $203.1 million. During the six months ended June 30, 2022, we sold twelve apartment communities with 2,050 homes for gross proceeds of $781.1 million.

We did not sell any apartment communities during the three and six months ended June 30, 2021.

Lease Cancellation

During the three months ended June 30, 2022, we reached an agreement with Apartment Investment and Management Company ("Aimco") to cancel existing master leases at four properties owned by AIR and leased to Aimco for the purpose of their development. With the developments largely completed, we agreed to terminate the leases for a payment of $200 million. The four properties include 865 apartment homes with average monthly rents of approximately $3,400 per home.

Note 4 — Leases

Tenant Lessor Arrangements

The majority of lease payments we receive from our residents and tenants are fixed. We receive variable payments from our residents primarily for utility reimbursements. Our total lease income was comprised of the following amounts for all operating leases (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Fixed lease income	$	169,337	$	165,044	$	337,567	$	329,012
Variable lease income		11,216		11,177		22,021		21,636
Total lease income	$	180,553	$	176,221	$	359,588	$	350,648

Generally, our residential leases do not provide extension options and, as of June 30, 2022, have an average remaining term of 8.8 months. In general, our commercial leases have options to extend for a certain period of time at the tenant’s option. Future minimum annual rental payments we are contractually obligated to receive under residential and commercial leases, excluding such extension options, are as follows as of June 30, 2022 (in thousands):


2022 (remaining)	$	324,862
2023		352,182
2024		62,478
2025		11,183
2026		9,470
Thereafter		42,416
Total	$	802,591

Lessor Arrangements

As of June 30, 2022, the aggregate minimum lease payments owed to us under the sales-type leases is as follows (in thousands):


2022 (remaining)	$	12,632
2023		25,262
2024		25,262
2025		25,373
2026		25,966
Thereafter		704,267
Total lease receivable (1)	$	818,762
Add: Unguaranteed residual value		131,580
Less: Discount		484,329
Total leased real estate assets	$	466,013

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(1)

As of June 30, 2022, this amount includes $244.8 million of guaranteed residual value and $574.0 million of remaining cash lease payments. The total future minimum lease payments assume that no early termination option is elected. The term of each of the leases ranges from 10 to 25 years.

During the three and six months ended June 30, 2022, we recognized income of $6.5 million and $13.1 million related to these sales-type leases, respectively, compared to $6.5 million and $12.9 million, respectively, during the same periods in 2021, on an effective interest basis at a constant rate of return over the term of the applicable leases, which is reflected in interest income in our condensed consolidated statements of operations.

During the second quarter of 2022, we reached an agreement with Aimco to cancel the existing sales-type leases, which is expected to occur during the third quarter of 2022. Accordingly, the preceding Lessor Arrangements table will not have any minimum lease payments associated with these sales-type leases going forward.

Note 5 — Debt

The following table summarizes debt as of June 30, 2022 and December 31, 2021 (dollars in thousands):


	Outstanding Balance
	June 30, 2022			December 31, 2021
Secured debt:
Fixed-rate property debt due December 2022 to June 2032 (1)	$	1,947,527		$	2,217,256
Variable-rate property debt due October 2024 (2)		88,500			88,500
Total non-recourse property debt		2,036,027			2,305,756
Debt issuance costs, net of accumulated amortization		(9,514	)		(11,017	)
Total non-recourse property debt, net	$	2,026,513		$	2,294,739

Unsecured debt:
Term loans due December 2023 to April 2026 (2) (3)		800,000			1,150,000
Revolving credit facility borrowings due April 2025 (4)		148,000			304,000
4.58% Notes payable due June 2027 (5)		100,000			—
4.77% Notes payable due June 2029 (5)		100,000			—
4.84% Notes payable due June 2032 (5)		200,000			—
Total unsecured debt		1,348,000			1,454,000
Debt issuance costs, net of accumulated amortization		(6,056	)		(5,453	)
Total unsecured debt, net	$	1,341,944		$	1,448,547
Total indebtedness	$	3,368,457		$	3,743,286

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(1)

The stated rate on our fixed-rate property debt is 2.4% to 4.2%.

(2)

During the second quarter of 2022, we hedged $830 million of our floating rate debt through placement of floating to fixed rate swaps, which have been designated as cash flow hedges. These hedges lock $830 million of floating rate debt at an all in cost of 4.2%.

(3)

The term loans bear interest at a 1-month Term Secured Overnight Financing Rate ("SOFR") plus 1.00% and a SOFR adjustment of 10 basis points, with a SOFR floor of 0.00%, based on our current credit rating. As of June 30, 2022, the weighted-average interest rate for our term loans was 4.1%.

(4)

On May 2, 2022, we exercised the accordion feature on our revolving credit facility, increasing the revolving credit facility by $400 million to $1.0 billion. As of June 30, 2022, we had capacity to borrow up to $840.9 million under our revolving credit facility after consideration of undrawn letters of credit. The revolving credit facility bears interest at a 1-month Term SOFR plus 0.89% and a SOFR adjustment of 10 basis points, based on our current credit rating. As of June 30, 2022, the weighted-average interest rate for our revolving credit facility was 3.2%.

(5)

During the three months ended June 30, 2022, we issued three tranches of guaranteed, senior unsecured notes, totaling $400 million at a weighted-average effective interest rate of 4.3%, inclusive of the previously-placed treasury lock, and a weighted-average maturity of eight years.

Under our unsecured notes payable and revolving credit facility, we have agreed to maintain certain financial covenants, as well as other covenants customary for similar credit arrangements. The financial covenants we are required to maintain include a Maximum Leverage ratio of no greater than 0.60 to 1.00; a Fixed Charge Coverage Ratio of greater than 1.5x, a Maximum Secured Indebtedness to Total Assets ratio of no greater than 0.45 to 1.00 through March 31, 2023, and 0.40 to 1.00 thereafter, a Maximum Unsecured Leverage ratio no greater than 0.60 to 1.00, and a Minimum Unsecured Interest Coverage Ratio no greater than 1.50 to 1.00. We were in compliance with these covenants as of June 30, 2022 and expect to remain in compliance during the next 12 months.

Note 6 — Commitments and Contingencies

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.

Environmental

Various federal, state, and local laws subject apartment community owners or operators to liability for management and the costs of removal or remediation of certain potentially hazardous materials that may be present in the land or buildings of an apartment community. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the presence of such materials. The presence of, or the failure to manage or remediate properly, these materials may adversely affect occupancy at such apartment communities as well as the ability to sell or finance such apartment communities. In addition, governmental agencies may bring claims for costs associated with investigation and remediation actions. Moreover, private plaintiffs may potentially make claims for investigation and remediation costs they incur or for personal injury, disease, disability, or other infirmities related to the alleged presence of hazardous materials. In addition to potential environmental liabilities or costs associated with our current apartment communities, we may also be responsible for such liabilities or costs associated with communities we acquire or manage in the future or apartment communities we no longer own or operate.

We have determined that our legal obligations to remove or remediate certain potentially hazardous materials may be conditional asset retirement obligations (“AROs”), as defined by GAAP. Except in limited circumstances where the asset retirement activities are expected to be performed in connection with a planned construction project or apartment community casualty, we believe that the fair value of our AROs cannot be reasonably estimated due to significant uncertainties in the timing and manner of settlement of those obligations. AROs that are reasonably estimable as of June 30, 2022, are immaterial to our condensed consolidated financial statements.

Note 7 — Earnings and Dividends per Share and per Unit

Reconciliations of the numerator and denominator in the calculations of basic and diluted earnings per share and per unit are as follows (in thousands, except per share and per unit data):

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	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021			2022		2021
Earnings (loss) per share
Numerator:
Basic and dilutive net income (loss) attributable to AIR common stockholders	$	196,722	$	(18,030	)	$	572,603	$	65,166

Denominator – shares:
Basic weighted-average common shares outstanding		155,927		154,608			156,327		151,609
Dilutive common share equivalents outstanding		209		—			280		474
Dilutive weighted-average common shares outstanding		156,136		154,608			156,607		152,083

Earnings (loss) per common share – basic and diluted	$	1.26	$	(0.12	)	$	3.66	$	0.43

Earnings (loss) per unit
Numerator:
Basic and dilutive net income (loss) attributable to the AIR Operating Partnership's common unitholders	$	209,471	$	(18,975	)	$	609,519	$	68,657

Denominator – units
Basic weighted-average common units outstanding		166,023		162,698			166,434		159,701
Dilutive common unit equivalents outstanding		209		—			280		474
Dilutive weighted-average common units outstanding		166,232		162,698			166,714		160,175

Earnings (loss) per common unit – basic and diluted	$	1.26	$	(0.12	)	$	3.66	$	0.43

For the three and six months ended June 30, 2022 and 2021, dividends and distributions paid per share of Common Stock and per common unit were $0.45 and $0.90, respectively, and $0.43 and $0.86, respectively.

Note 8 — Fair Value Measurements

Recurring Fair Value Measurements

During 2022, we entered into floating to fixed interest rate swaps for $830 million notional principal value of debt. These swaps have been designated as cash flow hedges of expected future variable interest payments. Changes in the fair value are recognized as unrealized gains (losses) on derivative instruments in other comprehensive income (loss). Amounts reported in accumulated other comprehensive income will be reclassified into interest expense as interest payments are made on our variable-rate debt. We estimate that during the next twelve months, we will reclassify into earnings approximately $3.3 million of the unrealized losses in accumulated other comprehensive income.

Additionally, in connection with our issuance of senior unsecured notes, we entered into a $400 million treasury hedge, locking the interest rate of the ten-year treasury at 2.43%. During the three months ended June 30, 2022, we received $15.9 million for the settlement of this hedge, which was designated as a cash flow hedge. The settlement value of the treasury hedge is included in unrealized gains (losses) on derivative instruments in other comprehensive income (loss) and will be amortized to interest expense over the term of the senior unsecured notes issued.

During 2020, we paid an upfront premium of $12.1 million for the option to enter into an interest rate swap at a future date. In connection with the separation on December 15, 2020 (“Separation”), AIR assigned all of the risks and rewards of ownership related to this swap to Aimco, with an offsetting and equal asset and liability recognized for the amount of gain or loss. We estimate the fair value using pricing models that rely on observable market information, including contractual terms, market prices, and interest rate yield curves.

These investments are measured at fair value on a recurring basis and presented in other assets, net, and accrued liabilities and other in our condensed consolidated balance sheets.

The following table summarizes fair value for our interest rate option and swaps (in thousands):


	As of June 30, 2022										As of December 31, 2021
	Total Fair Value			Level 1		Level 2			Level 3		Total Fair Value		Level 1		Level 2		Level 3
Interest rate option	$	47,990		$	—	$	47,990		$	—	$	21,699	$	—	$	21,699	$	—
Interest rate swap asset	$	4,052		$	—	$	4,052		$	—	$	—	$	—	$	—	$	—
Interest rate swap liability	$	(4,988	)	$	—	$	(4,988	)	$	—	$	—	$	—	$	—	$	—

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We have not posted any collateral related to these agreements. If we had breached any of these provisions at June 30, 2022, we could have been required to settle our swap liabilities, including accrued interest, under the agreements at their termination value of $3.6 million.

Financial Assets and Liabilities Not Measured at Fair Value

We believe that the carrying value of the consolidated amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated their estimated fair value as of June 30, 2022 and December 31, 2021, due to their relatively short-term nature and high probability of realization. The carrying value of our unsecured notes payable, revolving credit facility and term loans, which we classify as Level 2 in the GAAP fair value hierarchy, approximated their estimated fair value as of June 30, 2022 and December 31, 2021.

We classify the fair value of our non-recourse property debt within Level 2 of the GAAP fair value hierarchy. The following table summarizes carrying value and fair value of our non-recourse property debt, excluding debt issuance costs (in thousands):


	As of June 30, 2022				As of December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-recourse property debt	$	2,036,027	$	1,871,223	$	2,305,756	$	2,367,713

Note 9 — Variable Interest Entities

Consolidated Entities

AIR consolidates the AIR Operating Partnership, a VIE of which AIR is the primary beneficiary. AIR, through the AIR Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Substantially all of the assets and liabilities of AIR are that of the AIR Operating Partnership.

The AIR Operating Partnership consolidates (i) five VIEs that own interests in one or more apartment communities and are typically structured to generate a return for their partners through the operation and ultimate sale of the communities and (ii) five VIEs related to lessor entities that own interests in properties leased to third parties. The assets and liabilities of the VIEs associated with the leased properties consist of our net investment in the leases. The AIR Operating Partnership is the primary beneficiary in the limited partnerships in which it is the sole decision maker and has a substantial economic interest. The table below summarizes apartment community information regarding VIEs consolidated by the AIR Operating Partnership:


	June 30, 2022		December 31, 2021
VIEs with interests in apartment communities		5		5
Apartment communities owned by VIEs		16		16
Apartment homes in communities owned by VIEs		5,369		5,369

Assets of the AIR Operating Partnership’s consolidated VIEs must first be used to settle the liabilities of such consolidated VIEs. These consolidated VIEs’ creditors do not have recourse to the general credit of the AIR Operating Partnership. Assets and liabilities of VIEs, excluding those of the AIR Operating Partnership, are summarized in the table below (in thousands):


	June 30, 2022		December 31, 2021
ASSETS:
Net real estate	$	1,080,247	$	1,096,039
Cash and cash equivalents		42,668		29,863
Restricted cash		2,202		2,380
Other assets, net		22,446		21,745
LIABILITIES:
Non-recourse property debt	$	1,219,770	$	1,227,345
Accrued liabilities and other		35,899		34,659

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Unconsolidated Entities

During 2021, we formed a joint venture with an affiliate of Blackstone by selling an 80% interest in three multi-family properties with 1,748 units located in Virginia. Our 20% interest in the venture meets the definition of a VIE, however, we are not the primary beneficiary and do not consolidate these communities. As of June 30, 2022 and December 31, 2021, the carrying value of the investment of $21.7 million and $26.0 million, respectively, is included in other assets, net, in our condensed consolidated balance sheets. AIR's exposure to the obligations of the VIE is limited to the carrying value of the limited partnership interests and 20% of Blackstone's guarantor liabilities, which were $79 million as of June 30, 2022.

We have an interest in a partnership that owns Parkmerced Apartments, which meets the definition of a VIE. However, we are not the primary beneficiary and do not consolidate this partnership. As of June 30, 2022, and December 31, 2021, the investment balance of $354.4 million and $337.8 million, respectively, is included in other assets, net, in our condensed consolidated balance sheets. Subsequent to the Separation, all risks and rewards of ownership are Aimco’s, however, as legal transfer has not occurred, there is an equal and offsetting liability included in accrued liabilities and other in our condensed consolidated balance sheets. Accordingly, there is no net effect on AIR’s stockholders’ equity or the AIR Operating Partnership's partners' capital.

Note 10 — Business Segments

We have two segments: Same Store and Other Real Estate. Our Same Store segment includes communities that: (i) are owned and managed by AIR, and (ii) had reached a stabilized level of operations. Our Other Real Estate segment includes five properties acquired in 2021, three properties acquired in the second quarter of 2022, and three communities we expect to sell or lease to a third party, but do not yet meet the criteria to be classified as held for sale.

Our chief operating decision maker (“CODM”) uses proportionate property net operating income (“NOI”) to assess the operating performance of our communities. Proportionate property NOI reflects our share of rental and other property revenues, excluding utility reimbursements, less direct property operating expenses, net of utility reimbursements. In our condensed consolidated statements of operations, utility reimbursements are included in rental and other property revenues in accordance with GAAP.

As of June 30, 2022, our Same Store segment included 64 apartment communities with 22,022 apartment homes and our Other Real Estate segment included 11 apartment communities with 3,341 apartment homes.

The following tables present the total revenues, property operating expenses, proportionate property net operating income (loss), and income (loss) before income tax (expense) benefit of our segments on a proportionate basis. To reflect how the CODM evaluates the business, prior period segment information has been recast to conform with our reportable segment composition as of June 30, 2022 (in thousands):


	Same Store		Other Real Estate		Proportionate and Other Adjustments (1)		Corporate and Amounts Not Allocated to Segments (2)			Consolidated
Three months ended June 30, 2022:
Total revenues	$	142,066	$	17,279	$	20,047	$	4,108		$	183,500
Property operating expenses		37,556		6,765		9,691		9,775			63,787
Other operating expenses not allocated to segments (3)		—		—		—		80,913			80,913
Total operating expenses		37,556		6,765		9,691		90,688			144,700
Proportionate property net operating income (loss)		104,510		10,514		10,356		(86,580	)		38,800
Other items included in income before income tax expense (4)		—		—		—		174,358			174,358
Income before income tax expense	$	104,510	$	10,514	$	10,356	$	87,778		$	213,158


	Same Store		Other Real Estate		Proportionate and Other Adjustments (1)		Corporate and Amounts Not Allocated to Segments (2)			Consolidated
Six months ended June 30, 2022:
Total revenues	$	280,174	$	32,113	$	39,744	$	12,947		$	364,978
Property operating expenses		75,059		12,873		19,698		19,393			127,023
Other operating expenses not allocated to segments (3)		—		—		—		176,077			176,077
Total operating expenses		75,059		12,873		19,698		195,470			303,100
Proportionate property net operating income (loss)		205,115		19,240		20,046		(182,523	)		61,878
Other items included in income before income tax expense (4)		—		—		—		552,085			552,085
Income before income tax expense	$	205,115	$	19,240	$	20,046	$	369,562		$	613,963

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	Same Store		Other Real Estate		Proportionate and Other Adjustments (1)		Corporate and Amounts Not Allocated to Segments (2)			Consolidated
Three months ended June 30, 2021:
Total revenues	$	134,478	$	1,840	$	19,400	$	22,615		$	178,333
Property operating expenses		38,990		1,263		10,050		14,455			64,758
Other operating expenses not allocated to segments (3)		—		—		—		83,527			83,527
Total operating expenses		38,990		1,263		10,050		97,982			148,285
Proportionate property net operating income (loss)		95,488		577		9,350		(75,367	)		30,048
Other items included in income (loss) before income tax benefit (4)		—		—		—		(51,770	)		(51,770	)
Income (loss) before income tax benefit	$	95,488	$	577	$	9,350	$	(127,137	)	$	(21,722	)


	Same Store		Other Real Estate		Proportionate and Other Adjustments (1)		Corporate and Amounts Not Allocated to Segments (2)			Consolidated
Six months ended June 30, 2021:
Total revenues	$	268,036	$	3,004	$	38,623	$	45,083		$	354,746
Property operating expenses		76,891		2,396		19,814		30,274			129,375
Other operating expenses not allocated to segments (3)		—		—		—		166,097			166,097
Total operating expenses		76,891		2,396		19,814		196,371			295,472
Proportionate property net operating income (loss)		191,145		608		18,809		(151,288	)		59,274
Other items included in income (loss) before income tax expense (4)		—		—		—		11,199			11,199
Income (loss) before income tax expense	$	191,145	$	608	$	18,809	$	(140,089	)	$	70,473

(1)

Represents adjustments for third-party share of unconsolidated apartment communities and the noncontrolling interests in consolidated real estate partnerships’ share of the results of communities in our segments, which are included in the related consolidated amounts but excluded from proportionate property NOI for our segment evaluation. Also includes the reclassification of utility reimbursements from revenues to property operating expenses for the purpose of evaluating segment results. Utility reimbursements are included in rental and other property revenues in our condensed consolidated statements of operations prepared in accordance with GAAP.

(2)

Includes the operating results of apartment communities sold during the periods shown or held for sale at the end of the period, if any. Also includes property management revenues, which are not part of our segment performance measure and property management expenses and casualty gains and losses, which are included in consolidated property operating expenses and are not part of our segment performance measure.

(3)

Includes depreciation and amortization, general and administrative expenses, and other (income) expenses, net, and may also include provision for real estate impairment loss and write-offs of deferred leasing commissions, which are not included in our measure of segment performance.

(4)

Includes gain on dispositions of real estate and derecognition of leased properties, interest income, including interest income related to the leased properties, interest expense, loss from unconsolidated real estate partnerships, and loss on extinguishment of debt.

The assets of our segments and the consolidated assets not allocated to our segments were as follows (in thousands):


	June 30, 2022		December 31, 2021
Same Store	$	3,978,640	$	3,962,175
Other Real Estate		1,270,661		788,572
Corporate and other assets (1)		1,183,984		1,689,613
Total consolidated assets	$	6,433,285	$	6,440,360

(1)

Includes the assets not allocated to our segments including: (i) corporate assets; (ii) our note receivable from Aimco, which was partially paid off during the second quarter of 2022; (iii) our mezzanine loan investment; and (iv) assets of leased apartment communities, sold properties, or properties classified as held for sale as of June 30, 2022.

For the six months ended June 30, 2022 and 2021, capital additions related to our segments were as follows (in thousands):


	2022		2021
Same Store	$	72,768	$	53,930
Other Real Estate		16,891		300
Total capital additions	$	89,659	$	54,230

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. This Quarterly Report on Form 10-Q contains information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding: the ongoing relationship between AIR and Aimco following the Separation; the payment of dividends and distributions in the future; the impact of the COVID-19 pandemic, including our ability to maintain current or meet projected occupancy, rental rate and property operating results; expectations regarding consumer demand, growth in revenue and strength of other performance metrics and models; the effect of acquisitions and dispositions; expectations regarding acquisitions as well as sales and joint ventures and the use of proceeds thereof; the availability and cost of corporate debt; our ability to comply with debt covenants; and risks related to the provision of property management services to Aimco and our ability to collect property management related fees.

These forward-looking statements are based on management’s current expectations, estimates and assumptions and subject to risks and uncertainties, that could cause actual results to differ materially from such forward-looking statements, including, but not limited to: the effects of the COVID-19 pandemic on AIR’s business and on the global and U.S. economies generally, and the ongoing, dynamic and uncertain nature and duration of the pandemic, all of which heightens the impact of the other risks and factors described herein; real estate and operating 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 inflation, the pace of job growth and the level of unemployment; the amount, location and quality of competitive new housing supply, which may be impacted by global supply chain disruptions; the timing and effects of acquisitions and dispositions; changes in operating costs, including energy costs; negative economic conditions in our geographies of operation; loss of key personnel; AIR’s ability to maintain current or meet projected occupancy, rental rate and property operating results; expectations regarding sales of apartment communities and the use of proceeds thereof; insurance risks, including the cost of insurance, and natural disasters and severe weather such as hurricanes; financing risks, including interest rate changes and the availability and cost of financing; the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; the risk that earnings may not be sufficient to maintain compliance with debt covenants, including financial coverage ratios; legal and regulatory risks, including costs associated with prosecuting or defending claims and any adverse outcomes; the terms of laws and governmental regulations that affect us and interpretations of those laws and regulations; possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of apartment communities presently or previously owned by AIR; our relationship with Aimco after the Separation; the ability and willingness of the parties to the Separation to meet and/or perform their obligations under the related contractual arrangements and any of their obligations to indemnify, defend and hold the other party harmless from and against various claims, litigation and liabilities; and the ability to achieve the expected benefits from the Separation. Other risks and uncertainties are described in this Quarterly Report on Form 10-Q, as well as “Risk Factors” in Item 1A of AIR’s and AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent filings with the SEC.

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 of 1986, as amended (the “Code”) and depends on our ability to meet the various requirements imposed by the Code, through actual operating results, distribution levels and diversity of stock ownership.

Certain financial and operating measures found herein and used by management are not defined under GAAP. These measures are defined and reconciled to the most comparable GAAP measures under the Non-GAAP Measures heading and include: NAREIT Funds from Operations, Pro forma Funds from Operations, and the measures used to compute our leverage ratios.

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Executive Overview

We created AIR to be the most efficient and effective way to invest in U.S. multi-family real estate, due to our simplified business model, diversified portfolio of stabilized apartment communities, and low leverage. The Board of Directors has set the following strategic objectives:

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Pursue a simple, efficient, and predictable business model with a low-risk premium.

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Maintain a high quality and diversified portfolio of stabilized multi-family properties.

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Improve our best-in-class property operations platform to generate above-market organic growth.

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Maintain an efficient cost structure with general and administrative expenses less than or equal to 15 basis points of gross asset value.

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Maintain a flexible, low levered balance sheet with access to public debt markets.

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Enhance portfolio quality through a disciplined approach to capital allocation, targeting accretive opportunities on a leverage neutral basis.

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Develop private capital partnerships as a source of equity capital for accretive growth.

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Continue our commitment to corporate responsibility with transparent and measurable goals.

We own and operate a portfolio of stabilized apartment communities, diversified by both geography and price point. As of June 30, 2022, our portfolio included 75 apartment communities with 25,363 apartment homes in which we held an average ownership of approximately 88%.

Our business is organized around four areas of strategic focus: operational excellence; portfolio management; balance sheet; and team and culture. The results from the execution of our business plan are further described in the sections that follow.

Operational Excellence

Same Store highlights for the second quarter of 2022 include:

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Revenue increased by 11.6% and NOI increased by 16.4%, respectively, compared to the second quarter of 2021;

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NOI margins were 73.6%, up 304 basis points from the second quarter of 2021; and

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For leases becoming effective during the quarter, new lease rents increased by 18.9% and renewal rents increased by 11.1%, for a weighted-average increase of 14.3%;

Same Store Markets

In the second quarter, AIR enjoyed stronger than typical consumer demand across all markets. Signed new lease rates were up 18.4% from the prior lease, with renewals up 10.6%, resulting in a weighted-average increase of 14.1%. We saw sequential declines in ADO, associated with higher move out volume during the summer leasing season. Second quarter ADO of 96.8% was 160 basis points higher than the prior year.

2021 Acquisition Performance

Included in AIR's acquisition portfolio are five properties acquired in 2021. Leasing at these properties has exceeded our expectations. Transacted new lease rates were up 28%, with renewals up 25%, resulting in a weighted-average increase of 26%. Fourth quarter revenue growth in this portfolio, the first reporting period with a year-over-year comparison, is anticipated to be 600 basis points above the Same Store portfolio. We anticipate our 2022 acquisitions will also grow faster than the Same Store portfolio. We will report their results as comparative data becomes available.

Portfolio Management

Our portfolio of apartment communities is diversified across primarily "A" and "B" price points, averaging “B/B+” in quality, and also across eight core markets in the United States. Since Separation, we have reduced our allocation to New York City and Chicago and increased our investment in Miami-Dade and Broward counties to 18% of GAV.

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We measure the quality of apartment communities in our portfolio based on average rents of our apartment homes compared to local market average rents as reported by a third-party provider of commercial real estate performance data and analysis. Under this rating system, we classify as “A” quality apartment communities those earning rents greater than 125% of local market average; and as “B” quality apartment communities those earning rents between 90% and 125% of local market average. We classify as “B/B+” quality a portfolio that on average earns rents between 100% and 125% of local market average rents. Although some companies and analysts within the multi-family real estate industry use apartment community quality ratings of “A” and “B, some of which are tied to local market rent averages, the metrics used to classify apartment community quality as well as the period for which local market rents are calculated may vary from company to company. Accordingly, our rating system for measuring apartment community quality is neither broadly nor consistently used in the multi-family real estate industry.

We expect to improve the quality of our portfolio by allocating investment capital to enhance rent growth and increase long-term capital values through routine investments in property upgrades (such as upgrading kitchens, bathrooms, and other interior design aspects) and through portfolio design, emphasizing land value as well as location and submarket. We plan to maintain a dynamic capital allocation and market selection process, expecting over time to reallocate our investment to locations with lower public tax burdens, including the southeastern United States and the Mountain West. We target geographic diversification in our portfolio to reduce the volatility of our rental revenue by avoiding undue concentration in any particular market.

AIR uses "paired trades" to fund acquisitions, basing our cost of capital on the anticipated unlevered internal rates of return ("IRR") of the communities sold. We require an unlevered IRR at least 200 basis points higher on the communities purchased. As our cost of capital has increased, we have raised our required returns. We seek to sell communities with lower expected free cash flow ("FCF") internal rates of return and reinvest the proceeds from such sales in accretive uses such as capital enhancements, share repurchases, and selective acquisitions of stabilized communities with projected FCF internal rates of return higher than expected from the communities being sold. When the cost of capital is favorable, we will look to grow through the acquisition of stabilized apartment communities that we believe we can operate better than their previous owners. Through this disciplined approach to capital allocation, we expect to increase the quality and expected growth rate of our portfolio.

Since Separation, we have acquired $1.4 billion of properties new to the AIR operating platform. This represents approximately 11% of our portfolio; our target is 30%. In a typical AIR Edge acquisition, the acquired property will experience NOI growth at market rates for six to 12 months, as the property is integrated onto AIR’s platform. During the following two to four years, NOI growth is expected to exceed the market growth rate by two or three times.

For example, AIR acquired five properties in 2021, at a cost of approximately $730 million. At the time, market cap rates were in the high 3% range. With confidence in the AIR Edge, we underwrote a first year yield of 4.3% and a long-term unlevered IRR of approximately 9%. We now expect these acquisitions will outperform their first-year underwriting by $2.6 million, or 9%, increasing the annualized fourth quarter 2022 yield to 5.0% and the expected long-term unlevered IRRs to over 11%.

When market conditions change, AIR adjusts its target returns and spreads to reflect the new environment. AIR seeks acquisitions that are accretive to earnings in the near term and that generate unlevered IRRs at least 200 basis points higher than the expected returns of the properties sold in the paired trade.

Transactions

Acquisitions

During the three months ended June 30, 2022 and through July, we acquired four apartment communities, one located in the Washington, D.C. area and three located in South Florida, with 1,351 apartment homes for a total purchase price of $640.1 million.

We also reached an agreement with Aimco to cancel existing master leases at four properties owned by AIR and leased to Aimco for the purpose of their development. With the developments largely completed, we agreed to terminate the leases for a payment of $200 million. The four properties include 865 apartment homes with average monthly rents of approximately $3,400 per home.

In aggregate, we anticipate a first year NOI yield of 4.0%. The yield is anticipated to grow to 5.0%, annualized, by the third quarter of next year. The expected unlevered IRR is approximately 9%.

Dispositions

During the three months ended June 30, 2022, we sold four apartment communities, three located in California and one in Virginia, with 718 apartment homes, for gross proceeds of $203.1 million at a trailing twelve-month NOI cap rate of 4.7%, reflecting AIR’s low property tax basis. Adjusting for market rate real estate taxes, the NOI cap rate is 4.0%. Net sales proceeds, after transaction costs and repayment of debt at the sold properties, were $186.6 million.

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During the balance of 2022, we anticipate selling approximately $550 million of communities in suburban Boston and New York City, at expected trailing twelve-month NOI cap rates of approximately 4%. The proceeds are expected to be used to fund the Aimco lease cancellation, the four apartment communities acquired in 2022, and the completed share repurchases.

Capital Allocation – Share Repurchases

During the three months ended June 30, 2022, AIR repurchased 2.9 million shares for $125 million, an average price of $42.93 per share. We are authorized to purchase an additional $375 million of shares. We regularly consider buybacks relative to alternative uses of capital.

Balance Sheet

We seek to increase financial returns by using leverage with appropriate caution. We limit risk through our balance sheet structure, employing low leverage and primarily long-dated debt. We target a leverage to EBITDAre ratio of approximately 5:5:1, and anticipate the actual ratio will vary based on the timing of transactions. We maintain financial flexibility through ample unused and available credit, holding properties with substantial value unencumbered by property debt, maintaining an investment grade rating, and using partners’ capital when it enhances financial returns or reduces investment risk.

Components of Leverage

Our leverage includes our share of long-term, non-recourse property debt encumbering our apartment communities, together with outstanding borrowings under our revolving credit facility, our term loans, unsecured notes payable, and preferred equity.

During the three months ended June 30, 2022, we issued three tranches of guaranteed, senior unsecured notes, totaling $400 million at a weighted-average effective interest rate of 4.3%, inclusive of the previously placed treasury lock, and a weighted-average maturity of eight years.

Proceeds from the offering were used to repay borrowings on our revolving credit facility. The private placement of unsecured notes is an important step in the transition of AIR from a secured borrower to a primarily unsecured borrower.

During the three months ended June 30, 2022, we received $400 million from Aimco in payment on its note to AIR, inclusive of a $12.9 million prepayment penalty. The $147 million balance and a $4.5 million prepayment penalty were repaid in July. Proceeds were used to repay $350 million in term loans and to reduce borrowings on our revolving credit facility.

Please see the Liquidity and Capital Resources section for additional information regarding our leverage and the Leverage Ratios subsection of the Non-GAAP Measures section for further information about the calculation of our leverage ratios.

Liquidity

We use our revolving credit facility for working capital, other short-term purposes, and to secure letters of credit. As of June 30, 2022, our share of cash and restricted cash, excluding amounts related to tenant security deposits, was $83.6 million and we had the capacity to borrow up to $840.9 million under our revolving credit facility, bringing total liquidity to $924.5 million.

We manage our financial flexibility by maintaining an investment grade rating from S&P and holding communities that are unencumbered by property debt. As of June 30, 2022, we held unencumbered apartment communities with an estimated fair market value of approximately $7.8 billion, more than double the amount from December 31, 2020.

We anticipate seeking an investment grade credit rating from Moody’s. In assigning ratings, Moody’s places significant emphasis on the amount of non-recourse property debt as a percentage of the undepreciated book value of a borrower’s assets. We have lowered the amount of non-recourse property debt by $1.5 billion since December 31, 2020. At June 30, 2022, the AIR share of non-recourse property debt represented 19% of undepreciated book value.

Dividends

On July 26, 2022, our Board of Directors declared a quarterly cash dividend of $0.45 per share of AIR Common Stock. This amount is payable on August 30, 2022, to stockholders of record on August 19, 2022.

In setting AIR's 2022 dividend, our Board of Directors targeted a dividend level of approximately 75% of full year FFO per share.

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The after-tax dividend will benefit from AIR's refreshed tax basis. Two-thirds of the 2021 dividend was a tax- free return of capital while the remaining one-third was taxable at capital gain rates. In the same year, approximately 60% of peer dividends were taxed at ordinary income rates, with the remaining 40% taxed at capital gain rates.

In 2022, we currently project a majority of our dividend will be taxed at capital gain rates, with the remainder taxed at ordinary income rates. We believe the tax characteristics of our dividend makes our stock more attractive to taxable investors, such as foreign investors, taxable individuals, and corporations by comparison to peer shares whose dividends are taxed at higher rates.

Team and Culture

Our team and culture are keys to our success. Our intentional focus on a collaborative and productive culture based on respect for others and personal responsibility is reinforced by a preference for promotion from within. We focus on succession planning and talent development to produce a strong, stable team that is the enduring foundation of our success. We offer benefits reinforcing our value of caring for each other, including an opportunity to manage one’s life through flexible work schedules and “dress for your day,” paid time for parental leave, profit sharing, retirement plans for all, financial support for our teammates who are becoming United States citizens, and a bonus structure at all levels of the organization. Consistent with the duration of our other leave policies, we also pay full compensation and benefits for teammates who are actively deployed by the United States military.

A critical element of our culture is a relentless focus on efficiency. We continuously seek to reduce costs through the use of additional automation and continued technological investment. We expect this focus will enable our general and administrative expenses to be lower, as a percentage of gross asset value, than our peers.

Corporate responsibility is a longstanding AIR priority and a key part of our culture. We are committed to transparency, and continuous improvement, as measured by GRESB. Based on UN Sustainable Development Goals, we have set targets for energy, water, and greenhouse gas reductions. We contracted for expert review of the environmental impacts of our properties, and we are considering various ways to improve portfolio resilience.

During the quarter, AIR was honored as a Kingsley Elite Five, ranking first among public multi-family companies and second among all multi-family companies in customer satisfaction.

In partnership with the National Leased Housing Association, we continue our longstanding commitment to offer AIR Gives Opportunity Scholarship to students living in affordable housing. During the quarter, we awarded 14 scholarships to students living in affordable housing.

AIR has been recognized nationally as a “National Top Workplace Winner.” In addition to that national recognition, AIR has previously been recognized as a top workplace in Colorado, the Washington, D.C. area, and the San Francisco Bay area. Specifically in 2021, out of hundreds of participating companies, AIR was one of only six recognized by the Denver Post as a "Top Workplace" in Colorado for each of the past nine years. Also in 2021, AIR was recognized by the Washington Post as a "Top Workplace" in the Washington, D.C. area. AIR was recognized by the Denver Business Journal as one of the Denver Area's Healthiest Employers in 2022 for the third consecutive year.

Results of Operations

Because our operating results depend primarily on income from our apartment communities, the supply of and demand for apartments influences our operating results. Additionally, the level of expenses required to operate and maintain our apartment communities and the pace and price at which we acquire and dispose of our apartment communities affects our operating results.

The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the accompanying condensed consolidated financial statements included in Item 1.

Financial Highlights

Net income (loss) attributable to common stockholders per common share, on a dilutive basis, increased $1.38 and $3.23 for the three and six months ended June 30, 2022, compared to 2021, respectively, due primarily to gains on dispositions of real estate.

Pro forma FFO per share was $0.66 and $1.23 for the three and six months ended June 30, 2022, respectively, compared to $0.52 and $1.02, respectively, for 2021, due primarily to NOI growth and higher interest income from the $12.9 million prepayment penalty received from Aimco.

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Results of Operations for the Three and Six Months Ended June 30, 2022, Compared to 2021

Property Operations

Proportionate Property Net Operating Income

Our proportionate share of financial information includes our share of unconsolidated real estate partnerships and excludes the noncontrolling interest partners’ share of consolidated real estate partnerships. We believe proportionate information benefits the users of our financial information by providing the amount of revenues, expenses, assets, liabilities, and other items attributable to our stockholders.

We use proportionate property NOI to assess the operating performance of our communities. Proportionate property NOI reflects our share of rental and other property revenues, excluding utility reimbursements, less direct property operating expenses, net of utility reimbursements. In our condensed consolidated statements of operations, utility reimbursements are included in rental and other property revenues in accordance with GAAP.

We do not include offsite costs associated with property management, casualty gains or losses, or the results of apartment communities sold or held for sale in our assessment of segment performance. Accordingly, these items are not allocated to our segment results discussed below.

Please see Note 10 to the condensed consolidated financial statements in Item 1 for further discussion regarding our segments, including a reconciliation of these proportionate amounts to consolidated rental and other property revenues and property operating expenses.


	Three Months Ended June 30,				Historical Change						Change Attributable to Changes in Ownership						Change Excluding Changes in Ownership
(in thousands, except percentages)	2022		2021		$			%			$			%			$		%
Rental and other property revenues, before utility reimbursements:
Same Store	$	142,066	$	134,478	$	7,588			5.6	%	$	(7,173	)		(6.0	%)	$	14,761		11.6	%
Other Real Estate		17,279		1,840		15,439		nm				—			—	%		15,439	nm
Total		159,345		136,318		23,027			16.9	%		(7,173	)		(6.0	%)		30,200		22.9	%
Property operating expenses, net of utility reimbursements:
Same Store		37,556		38,990		(1,434	)		(3.7	%)		(1,471	)		(3.8	%)		37		0.1	%
Other Real Estate		6,765		1,263		5,502		nm				—			—	%		5,502	nm
Total		44,321		40,253		4,068			10.1	%		(1,471	)		(3.8	%)		5,539		13.9	%
Proportionate property net operating income:
Same Store		104,510		95,488		9,022			9.4	%		(5,702	)		(7.0	%)		14,724		16.4	%
Other Real Estate		10,514		577		9,937		nm				—			—	%		9,937	nm
Total	$	115,024	$	96,065	$	18,959			19.7	%	$	(5,702	)		(7.0	%)	$	24,661		26.7	%

For the three months ended June 30, 2022, compared to 2021, excluding changes attributable to changes in ownership, our Same Store proportionate property NOI increased by $14.7 million, or 16.4%. This increase was attributable primarily to a $14.8 million, or 11.6%, increase in rental and other property revenues due to a 750 basis point increase in residential rental rates, a 160 basis point increase in ADO to 96.8%, and a 200 basis point decrease in bad debt.

Other Real Estate proportionate property NOI for the three months ended June 30, 2022, compared to 2021, increased by $9.9 million, due primarily to the October 2021 acquisition of four properties located in the Washington, D.C. area and the June 2021 acquisition of City Center on 7th.

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	Six Months Ended June 30,				Historical Change						Change Attributable to Changes in Ownership						Change Excluding Changes in Ownership
(in thousands, except percentages)	2022		2021		$			%			$			%			$		%
Rental and other property revenues, before utility reimbursements:
Same Store	$	280,174	$	268,036	$	12,138			4.5	%	$	(14,292	)		(5.9	%)	$	26,430		10.4	%
Other Real Estate		32,113		3,004		29,109		nm				—			—	%		29,109	nm
Total		312,287		271,040		41,247			15.2	%		(14,292	)		(5.9	%)		55,539		21.1	%
Property operating expenses, net of utility reimbursements:
Same Store		75,059		76,891		(1,832	)		(2.4	%)		(2,978	)		(4.0	%)		1,146		1.6	%
Other Real Estate		12,873		2,396		10,477		nm				—			—	%		10,477	nm
Total		87,932		79,287		8,645			10.9	%		(2,978	)		(4.0	%)		11,623		14.9	%
Proportionate property net operating income:
Same Store		205,115		191,145		13,970			7.3	%		(11,314	)		(6.8	%)		25,284		14.1	%
Other Real Estate		19,240		608		18,632		nm				—			—	%		18,632	nm
Total	$	224,355	$	191,753	$	32,602			17.0	%	$	(11,314	)		(6.8	%)	$	43,916		23.8	%

For the six months ended June 30, 2022, compared to 2021, excluding changes attributable to changes in ownership, our Same Store proportionate property NOI increased by $25.3 million, or 14.1%. This increase was attributable primarily to a $26.4 million, or 10.4%, increase in rental and other property revenues due to a 620 basis point increase in residential rental rates, a 210 basis point increase in ADO to 97.4%, and a 130 basis point decrease in bad debt.

The increase in proportionate property NOI was offset partially by an increase of $1.1 million, or 1.6%, in Same Store property operating expenses, due primarily to an increase in controllable operating expenses of $1.0 million, or 2.7%.

Other Real Estate proportionate property NOI for the six months ended June 30, 2022, compared to 2021, increased by $18.6 million, due primarily to the October 2021 acquisition of four properties located in the Washington, D.C. area and the June 2021 acquisition of City Center on 7th.

Non-Segment Real Estate Operations

Operating income amounts not attributed to our segments include offsite costs associated with property management, casualty losses, and the results of apartment communities sold or held for sale, which we do not allocate to our segments for purposes of evaluating segment performance.

For the three months ended June 30, 2022, compared to 2021, non-segment real estate operations decreased by $13.8 million, due primarily to $13.0 million of lower NOI attributable to properties sold subsequent to June 30, 2021.

For the six months ended June 30, 2022, compared to 2021, non-segment real estate operations decreased by $21.3 million, due primarily to $22.9 million of lower NOI attributable to properties sold subsequent to June 30, 2021.

Depreciation and Amortization

For the three and six months ended June 30, 2022, compared to 2021, depreciation and amortization expense was relatively flat.

General and Administrative Expenses

For the three months ended June 30, 2022, compared to 2021, general and administrative (“G&A”) expenses were relatively flat.

For the six months ended June 30, 2022, compared to 2021, G&A expenses increased by $2.3 million, or 23.8%, due primarily to higher personnel costs.

Other (Income) Expenses, Net

Other (income) expenses, net, includes costs associated with our risk management activities, partnership administration expenses, and certain non-recurring items.

For the three months ended June 30, 2022, compared to 2021, other (income) expenses, net, increased by $5.6 million, due primarily to a gain on the sale of a cost basis investment, offset partially by business transformation costs, early termination fees, and legal expenses.

For the six months ended June 30, 2022, compared to 2021, other expenses, net decreased by $4.4 million, or 82.5%, due primarily to a gain on the sale of a cost basis investment, noted above, offset partially by higher legal expenses.

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Interest Income

For the three and six months ended June 30, 2022, compared to 2021, interest income increased by $10.0 million, or 63.6%, and $7.5 million, or 23.6%, respectively, due primarily to a $12.9 million prepayment penalty from the partial note repayment from Aimco during the second quarter of 2022, offset partially by $2.3 million of interest income earned in the second quarter of 2021 associated with our previous investment in a securitization trust.

Interest income for the three and six months ended June 30, 2022 includes $6.4 million and $13.3 million, respectively, of income associated with our note receivable from Aimco, and $6.5 million and $13.1 million, respectively, of rental payments which GAAP characterizes as interest income, associated with properties leased. Interest income for the three and six months ended June 30, 2021, includes $6.9 million and $13.9 million, respectively, of income associated with our note receivable from Aimco, and $6.5 million and $12.9 million, respectively, of interest income associated with properties leased. As noted above, we reached an agreement with Aimco during the three months ended June 30, 2022 to cancel the existing leases, expected to occur in third quarter of 2022, and Aimco repaid $400 million of its note receivable during the second quarter of 2022, and the remaining $147 million balance in July 2022.

Interest Expense

For the three and six months ended June 30, 2022, compared to 2021, interest expense decreased by $7.6 million, or 22.7%, and $21.5 million, or 30.9%, respectively, due primarily to the deleveraging of AIR's balance sheet.

Loss on Extinguishment of Debt

For the three months ended June 30, 2022, compared to 2021, loss on extinguishment of debt decreased by $37.2 million, due to prepayment penalties incurred in 2021 associated with the deleveraging of AIR's balance sheet and the write-off of deferred financing costs associated with our previous revolving credit facility in 2021.

For the six months ended June 30, 2022, compared to 2021, loss on extinguishment of debt decreased $14.5 million, due to the timing of prepayment penalties associated with the deleveraging of AIR's balance sheet.

Gain on Dispositions of Real Estate and Derecognition of Leased Properties

During the three and six months ended June 30, 2022, we recognized $175.6 million and $587.6 million of gain on dispositions of real estate.

Apartment communities sold during the three and six months ended June 30, 2022 are summarized below (dollars in millions):


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Number of apartment communities sold		4		12
Gross proceeds	$	203.1	$	781.1
Net proceeds (1)	$	186.6	$	646.8

(1)

Net proceeds for the three and six months ended June 30, 2022, are after repayment of $14.6 million and $114.0 million, respectively, of property debt, net working capital settlements, payment of transaction costs, and debt prepayment penalties, if applicable.

During the three and six months ended June 30, 2021, we recognized $3.4 million and $87.4 million, respectively, of gain associated with the derecognition of assets leased. There were no apartment communities sold during the three and six months ended June 30, 2021.

Income Tax (Expense) Benefit

Certain of our operations, including property management, are conducted through taxable REIT subsidiaries (“TRS entities”).

Our income tax (expense) benefit calculated in accordance with GAAP includes income taxes associated with the income or loss of our TRS entities for which the tax consequences have been realized or will be realized in future periods. Income taxes related to these items, as well as changes in valuation allowance, are included in income tax (expense) benefit in our condensed consolidated statements of operations.

For the three months ended June 30, 2022, we recognized income tax expense of $1.5 million, compared to an income tax benefit of $2.0 million during the same period in 2021.

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For the six months ended June 30, 2022, we recognized income tax expense of $0.9 million, compared to $1.0 million during the same period in 2021.

Critical Accounting Estimates

We prepare our condensed consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe that the critical accounting policies that involve our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements relate to capitalized costs and the impairment of long-lived assets.

Our critical accounting policies are described in more detail in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of AIR’s and the AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021. There have been no other significant changes in our critical accounting policies from those reported in our Form 10-K and we believe that the related judgments and assessments have been consistently applied and produce financial information that fairly depicts the financial condition, results of operations, and cash flows for all periods presented.

Non-GAAP Measures

Certain key financial indicators we use in managing our business and in evaluating our financial condition and operating performance are non-GAAP measures. Key non-GAAP measures we use are defined and described below, and for those non-GAAP measures used or disclosed within this quarterly report, we provide reconciliations of the non-GAAP measures to the most comparable financial measure computed in accordance with GAAP.

NAREIT Funds From Operations and Pro forma Funds From Operations

Many of our investors focus on multiples of Funds From Operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), referred to herein as “NAREIT FFO.” These investors also focus on NAREIT FFO, as adjusted for non-cash, unusual or non-recurring items. We refer to this metric as Pro forma Funds From Operations (“Pro forma FFO”) and use it as a secondary measure of operational performance.

NAREIT FFO is a non-GAAP measure that we believe, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because it captures features particular to real estate performance by recognizing that real estate assets generally appreciate over time or maintain residual value to a much greater extent than do other depreciable assets such as machinery, computers, or other personal property. NAREIT defines FFO as net income computed in accordance with GAAP, excluding: (i) depreciation and amortization related to real estate; (ii) gains and losses from sales and impairment of depreciable assets and land used in our primary business; and (iii) income taxes directly associated with a gain or loss on the sale of real estate, and including (iv) our share of the FFO of unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated on the same basis to determine NAREIT FFO. We calculate NAREIT FFO attributable to AIR common stockholders (diluted) by subtracting dividends on preferred stock and preferred units and amounts allocated from NAREIT FFO to participating securities.

In addition to NAREIT FFO, we use Pro forma FFO to measure short-term performance. Pro forma FFO represents NAREIT FFO as defined above, excluding certain amounts that are unique or occur infrequently.

NAREIT FFO and Pro forma FFO should not be considered alternatives to net income determined in accordance with GAAP, as indications of our performance. Although we use these non-GAAP measures for comparability in assessing our performance compared to other REITs, not all REITs compute these same measures and those who do may not compute them in the same manner. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other REITs.

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NAREIT FFO and Pro forma FFO are calculated as follows (in thousands, except per share data):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net income (loss) attributable to AIR common stockholders	$	196,722		$	(18,030	)	$	572,603		$	65,166
Adjustments:
Real estate depreciation and amortization, net of noncontrolling partners’ interest		73,922			69,588			155,379			139,083
Gain on dispositions of real estate and derecognition of leased properties, net of noncontrolling partners' interest		(175,450	)		(3,353	)		(587,453	)		(87,385	)
Income tax adjustments related to gain on dispositions and other tax-related items		(1,100	)		(1,528	)		(1,100	)		272
Common noncontrolling interests in AIR OP’s share of above adjustments		6,240			(3,217	)		26,281			(2,573	)
Amounts allocable to participating securities		88			(7	)		296			—
NAREIT FFO attributable to AIR common stockholders	$	100,422		$	43,453		$	166,006		$	114,563
Adjustments:
Loss on extinguishment of debt (1)		—			37,150			23,636			38,160
Separation, business transformation, and transition related costs (2)		1,593			300			2,462			2,465
Non-cash straight-line rent (3)		642			669			1,284			1,337
Incremental cash received from leased properties (4)		170			147			323			308
Other		152			797			355			780
Common noncontrolling interests in AIR OP’s share of above adjustments		(154	)		(1,942	)		(1,719	)		(2,140	)
Amounts allocable to participating securities		(6	)		(14	)		(19	)		(14	)
Pro forma FFO	$	102,819		$	80,560		$	192,328		$	155,459

Weighted-average common shares outstanding – basic		155,927			154,608			156,327			151,609
Dilutive common share equivalents		209			504			280			474
Pro forma shares and dilutive share equivalents used to calculate Pro forma FFO per share		156,136			155,112			156,607			152,083

Net income (loss) attributable to AIR per share – diluted	$	1.26		$	(0.12	)	$	3.66		$	0.43
NAREIT FFO per share – diluted	$	0.64		$	0.28		$	1.06		$	0.75
Pro forma FFO per share – diluted	$	0.66		$	0.52		$	1.23		$	1.02

(1)

During 2022 and 2021, we incurred debt extinguishment costs related to the prepayment of debt. We excluded these costs from Pro forma FFO because we believe they are not representative of future cash flows.

(2)

During 2022, we incurred consulting, placement, legal, and other transformation related costs as we fully implement AIR’s business model, including projects intended to increase efficiency and reduce costs in future periods. During 2021, we incurred tax, legal and other costs in connection with the Separation. We excluded these costs from Pro forma FFO because we believe they are not related to ongoing operating performance.

(3)

In 2018, we assumed a 99-year ground lease with scheduled rent increases. Due to the terms of the lease, GAAP rent expense will exceed cash rent payments until 2076. We include the cash rent payments for this ground lease in Pro forma FFO but exclude the incremental straight-line non-cash rent expense. The rent expense for this lease is included in other (income) expenses, net, in our condensed consolidated statements of operations.

(4)

We have certain properties leased. Due to the terms of these leases, cash received in 2022 and 2021 exceeded GAAP income. We include the cash lease income in Pro forma FFO.

During the three and six months ended June 30, 2022, we sold our 2% cost basis investment in the portfolio serving as collateral for the Aimco note. We recognized $7.2 million of gain on dispositions of unconsolidated real estate partnerships in connection with the sale, or $5.4 million, net of tax. Consistent with prior treatment of gains on cost basis investments, this gain has been included in the determination of FFO given we consider the investment to be incidental to our main business as a REIT. Specifically, we only held the 2% interest in order to provide additional collateral for our short-term loan to Aimco and for tax planning associated with the Separation. Please see the Results of Operations section for discussion of the factors affecting our Pro forma FFO for 2022.

Leverage Ratios

We target Net Leverage to Adjusted EBITDAre below 6.0x. We also focus on Proportionate Debt to Adjusted EBITDAre. We believe these ratios, which are based in part on non-GAAP financial information, are commonly used by investors and analysts to assess the relative financial risk associated with balance sheets of companies within the same industry, and they are believed to be similar to measures used by rating agencies to assess entity credit quality.

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Proportionate Debt, as used in our leverage ratios, is a non-GAAP measure and includes our share of the long-term, non-recourse property debt, outstanding borrowings under our revolving credit facility, term loans, and unsecured notes. Proportionate Debt excludes unamortized debt issuance costs because these amounts represent cash expended in earlier periods and do not reduce our contractual obligations. We reduce our recorded debt by the amounts of cash and restricted cash on-hand (which are primarily restricted under the terms of our property debt agreements), excluding tenant security deposits included in restricted cash, assuming the remaining amounts of cash and restricted cash would be used to reduce our outstanding leverage. We further reduce our recorded debt by our remaining note receivable from Aimco, the proceeds of which were used in July 2022 to repay borrowings on our revolving credit facility.

We believe Proportionate Debt is useful to investors as it is a measure of our net exposure to debt obligations. Proportionate Debt, as used in our leverage ratios, is calculated as set forth in the table below.

Preferred equity represents the redemption amounts for AIR’s Preferred Stock and the AIR Operating Partnership’s Preferred Partnership Units and, although perpetual in nature, are another component of our overall leverage.

The reconciliation of total indebtedness to Proportionate Debt and Preferred Equity, as used in our leverage ratios, is as follows (in thousands):


	June 30, 2022
Total indebtedness	$	3,368,457
Adjustments:
Debt issuance costs related to non-recourse property debt and term loans		15,570
Proportionate share adjustments related to debt obligations		(393,320	)
Cash and restricted cash		(100,891	)
Tenant security deposits included in restricted cash		10,626
Proportionate share adjustments related to cash and restricted cash		6,716
Note receivable from Aimco		(147,039	)
Proportionate Debt	$	2,760,119
Perpetual preferred stock		2,000
Preferred noncontrolling interests in AIR Operating Partnership		79,330
Net Leverage	$	2,841,449

We calculated Adjusted EBITDAre used in our leverage ratios based on annualized current quarter amounts. EBITDAre and Adjusted EBITDAre are non-GAAP measures, which we believe are useful to investors, creditors, and rating agencies as a supplemental measure of our ability to incur and service debt because they are recognized measures of performance by the real estate industry and facilitate comparison of credit strength between AIR and other companies. EBITDAre and Adjusted EBITDAre should not be considered alternatives to net income as determined in accordance with GAAP as indicators of liquidity. There can be no assurance that our method of calculating EBITDAre and Adjusted EBITDAre is comparable with that of other real estate investment trusts. NAREIT defines EBITDAre as net income computed in accordance with GAAP, before interest expense, income taxes, depreciation and amortization expense, which we have further adjusted for:

•

gains and losses on the derecognition of leased properties and dispositions of depreciated property;

•

impairment write-downs of depreciated property; and

•

adjustments to reflect our share of EBITDAre of investments in unconsolidated entities.

EBITDAre is defined by NAREIT and provides for an additional performance measure independent of capital structure for greater comparability between real estate investment trusts. We define Adjusted EBITDAre as EBITDAre adjusted for the effect of the following items:

•

net income attributable to noncontrolling interests in consolidated real estate partnerships and EBITDAre adjustments attributable to noncontrolling interests are excluded to allow investors to compare a measure of our earnings before the effects of our capital structure and indebtedness with that of other companies in the real estate industry;

•

the income recognized related to our note receivable from Aimco is excluded, as their proceeds are expected to be used to repay current amounts outstanding;

•

the amount by which GAAP rent expense exceeds cash rents for a long-term ground lease for which expense exceeds cash payments until 2076 is excluded. The excess of GAAP rent expense over the cash payments for this lease does not reflect a current obligation that affects our ability to service debt; and

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•

the amount by which cash received exceeds GAAP lease income for the leased properties is included.

The reconciliation of net income to EBITDAre and Adjusted EBITDAre, as used in our leverage ratios, is as follows (in thousands):


	Three Months Ended
	June 30, 2022
Net income	$	211,659
Adjustments:
Interest expense		26,027
Income tax expense		1,499
Depreciation and amortization		78,656
Gain on dispositions of real estate and derecognition of leased properties		(175,606	)
EBITDAre	$	142,235
Net income attributable to noncontrolling interests in consolidated real estate partnerships		(381	)
EBITDAre adjustments attributable to noncontrolling interests and unconsolidated real estate partnerships		(7,285	)
Interest income and prepayment penalties on note receivable from Aimco		(19,297	)
Pro forma FFO adjustments, net (1)		6,176
Adjusted EBITDAre	$	121,448
Annualized Adjusted EBITDAre, unadjusted for non-recurring items	$	485,792
Removal of annualization impact for non-recurring items (2)		(21,731	)
Annualized Adjusted EBITDAre	$	464,061

(1)

Pro forma FFO adjustments, net, includes pro forma adjustments to NAREIT FFO under the heading NAREIT Funds From Operations and Pro forma Funds From Operations, excluding items that are not included in EBITDAre such as prepayment penalties, net, and amounts attributable to noncontrolling interest share. EBITDAre has also been adjusted by $4.5 million to reflect the acquisition of three apartment communities as of April 1, 2022 and a $1.0 million adjustment to reflect the disposition of four apartment communities during the period as if the transactions also closed on April 1, 2022.

(2)

Second quarter 2022 EBITDAre benefits from a $7.2 million gain on dispositions of unconsolidated real estate partnerships. This amount was not annualized in the computation of Annualized Adjusted EBITDAre.

Liquidity and Capital Resources

Liquidity

Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flows from operations. Additional sources are proceeds from dispositions of apartment communities, proceeds from refinancing existing property debt, borrowings under new property debt, borrowings under our credit facilities, proceeds from our note receivable from Aimco, and proceeds from equity offerings.

As of June 30, 2022, our available liquidity was $924.5 million, which consisted of:

•

$68.4 million in cash and cash equivalents;

•

$15.2 million of restricted cash, excluding amounts related to tenant security deposits, which consists primarily of escrows held by lenders for capital additions, property taxes, and insurance; and

•

$840.9 million of available capacity to borrow under our revolving credit facility after consideration of letters of credit.

Additional liquidity may also be provided through future secured and unsecured financings.

Uses for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital expenditures, dividends paid to stockholders, distributions paid to noncontrolling interest partners, and acquisitions of apartment communities. 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 meet our short-term liquidity needs, we have additional means, such as short-term borrowing availability and proceeds from apartment community sales and debt refinancings. We may use our revolving credit facility for working capital and other short-term purposes, such as funding investments on an interim basis. We expect to meet our long-term liquidity requirements, including apartment community acquisitions, primarily through secured and unsecured borrowings, the issuance of equity securities (including OP Units), the sale of apartment communities, and cash generated from operations. Additionally, we expect to meet our liquidity requirements associated with our debt maturities.

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There have been no material changes to our contractual obligations and commitments outside the ordinary course of business from those disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of AIR’s and the AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021.

Leverage and Capital Resources

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. Any adverse changes in the lending environment could negatively affect our liquidity. We believe we have mitigated much of this exposure by reducing our short and intermediate-term maturity risk through refinancing such loans with long-dated debt. Additionally, we entered into floating to fixed interest rate swaps for $830 million notional principal value of debt, further reducing our exposure to increasing interest rates. However, if financing options become unavailable for our future debt needs, we may consider alternative sources of liquidity, such as reductions in capital spending, or proceeds from apartment community dispositions.

The combination of non-recourse property-level debt, borrowings under our term loans, unsecured notes payable, revolving credit facility, preferred OP Units, and redeemable noncontrolling interests in a consolidated real estate partnership comprise our total leverage. The weighted-average remaining term to maturity for our total leverage was 6.9 years as of June 30, 2022 with a weighted-average interest rate of 3.8%. The interest rate on our fixed rate loans is 3.3% and on our floating rate loans is 3.6% and 7% of our debt will reprice before 2025, after consideration of the interest rate swaps.

Changes in Cash, Cash Equivalents, and Restricted Cash

The following discussion relates to changes in consolidated cash, cash equivalents, and restricted cash due to operating, investing and financing activities, which are presented in our condensed consolidated statements of cash flows in Item 1 of this report.

Operating Activities

For the six months ended June 30, 2022, net cash provided by operating activities was $201.5 million. Our operating cash flow is affected primarily by rental rates, occupancy levels, operating expenses related to our portfolio of apartment communities, and changes in working capital items. Cash provided by operating activities for the six months ended June 30, 2022, increased by $107.7 million compared to the same period in 2021, due primarily to favorable timing of working capital and a higher contribution from our apartment communities.

Investing Activities

For the six months ended June 30, 2022, our net cash provided by investing activities of $574.7 million consisted primarily of proceeds from dispositions of real estate and proceeds from the partial repayment of the notes receivable from Aimco, offset partially by purchases of real estate and capital expenditures.

Capital additions totaled $89.7 million and $54.2 million during the six months ended June 30, 2022 and 2021, respectively. We generally fund capital additions with cash provided by operating activities and cash proceeds from sales of apartment communities.

We categorize capital spending for communities in our portfolio broadly into five primary categories:

•

capital replacements, which do not increase the useful life of an asset from its original purchase condition. Capital replacements represent capital additions made to replace the portion of our investment in acquired apartment communities consumed during our period of ownership;

•

capital improvements, which represent capital additions made to replace the portion of acquired apartment communities consumed prior to our period of ownership;

•

capital enhancements, which may include kitchen and bath remodeling, energy conservation projects, and investments in more durable, longer-lived materials designed to reduce costs, and do not significantly disrupt property operations;

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•

initial capital expenditures, which represent capital additions contemplated in the underwriting at our recently acquired communities. These amounts are considered in the underwriting of the acquisition and are therefore included with the purchase price when determining expected returns; and

•

casualty, which represents capitalized costs incurred in connection with the restoration
of an apartment community after a casualty event.

We exclude the amounts of capital spending related to apartment communities sold or classified as held for sale at the end of the period from the foregoing measures.

A summary of the capital spending for these categories, along with a reconciliation of the total for these categories to the capital expenditures reported in the accompanying condensed consolidated statements of cash flows, are presented below (in thousands):


	Six Months Ended June 30,
	2022		2021
Capital replacements	$	13,335	$	13,916
Capital improvements		6,924		3,525
Capital enhancements		44,002		32,778
Initial capital expenditures		12,806		1,763
Casualty		10,986		1,262
Entitlement and planning		1,606		986
Total capital additions	$	89,659	$	54,230
Plus: additions related to apartment communities sold and held for sale		140		7,417
Consolidated capital additions	$	89,799	$	61,647
Plus: net change in accrued capital spending		800		14,822
Total capital expenditures per condensed consolidated statements of cash flows	$	90,599	$	76,469

For the six months ended June 30, 2022 and 2021, we capitalized $0.7 million and $1.1 million of interest costs, respectively, and $7.7 million and $7.9 million of indirect costs, respectively.

Financing Activities

Net cash used in financing activities of $768.0 million for the six months ended June 30, 2022 consisted primarily of repayments of non-recourse property debt and term loans, offset partially by proceeds from the issuance of unsecured notes payable. Net cash provided by financing activities of $112.9 million for the same period in 2021 consisted primarily of proceeds from term loans and the issuance of common stock, offset partially by repayments of non-recourse property debt and term loans.

Future Capital Needs

We expect to fund any future acquisitions, debt maturities, and other capital spending principally with proceeds from apartment community sales (including the formation of joint ventures), secured and unsecured borrowings, the issuance of equity securities (including OP Units), and operating cash flows. We believe, based on the information available at this time, that we have sufficient cash on hand and access to additional sources of liquidity to meet our operational needs for 2022 and beyond.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of June 30, 2022, on a consolidated basis, we had approximately $800.0 million of outstanding borrowings on our term loans, $88.5 million of variable-rate property-level debt outstanding, and $148.0 million of variable-rate borrowings under our revolving credit facility. We estimate that a change in the floating rate of 100 basis points with constant credit risk spreads would increase or decrease interest expense by $2.1 million on an annual basis, after consideration of our interest rate swaps.

As of June 30, 2022, we had $100.9 million of cash and cash equivalents and restricted cash, a portion of which bears interest at variable rates, which may partially mitigate the effect of an increase in variable rates on our variable-rate debt discussed above.

ITEM 4. CONTROLS AND PROCEDURES

AIR

Disclosure Controls and Procedures

AIR’s management, with the participation of AIR’s chief executive officer and chief financial officer, has evaluated the effectiveness of AIR’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the

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period covered by this report. Based on such evaluation, AIR’s chief executive officer and chief financial officer have concluded that, as of the end of such period, AIR’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There has been no change in AIR’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second quarter of 2022 that has materially affected, or is reasonably likely to materially affect, AIR’s internal control over financial reporting.

The AIR Operating Partnership

Disclosure Controls and Procedures

The AIR Operating Partnership’s management, with the participation of the chief executive officer and chief financial officer of AIR, who are the equivalent of the AIR Operating Partnership’s chief executive officer and chief financial officer, respectively, has evaluated the effectiveness of the AIR Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange) as of the end of the period covered by this report. Based on such evaluation, the chief executive officer and chief financial officer of AIR have concluded that, as of the end of such period, the AIR Operating Partnership’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There has been no change in the AIR Operating Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the AIR Operating Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

As of the date of this report, there have been no material changes from the risk factors in AIR’s and the AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

AIR

Unregistered Sales of Equity Securities

From time to time, we may issue shares of Common Stock in exchange for OP Units, defined under The AIR Operating Partnership heading below. Such shares are issued based on an exchange ratio of one share for each common OP Unit. We may also issue shares of Common Stock in exchange for limited partnership interests in consolidated real estate partnerships. During the three months ended June 30, 2022, we did not issue any shares of Common Stock in exchange for OP Units or limited partnership interests in consolidated real estate partnerships.

Repurchases of Equity Securities

The following table summarizes AIR's share repurchases during the three months ended June 30, 2022:


Fiscal period	Total Number of Shares Repurchased		Average Price Paid per Unit		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Repurchased Under Plans or Programs (in thousands) (1)
April 1 - April 30, 2022		—	$	—		—	$	500,000
May 1 - May 31, 2022		1,259,594	$	44.17		1,259,594	$	444,361
June 1 - June 30, 2022		1,652,167	$	41.98		1,652,167	$	375,000
Total		2,911,761	$	42.93		2,911,761

(1)

AIR's Board of Directors has, from time to time, authorized AIR to repurchase shares of its outstanding capital stock. This authorization has no expiration date. These repurchases may be made from time to time in the open market or in privately negotiated transactions.

The AIR Operating Partnership

Unregistered Sales of Equity Securities

The AIR Operating Partnership did not issue any unregistered OP Units during the three months ended June 30, 2022.

Repurchases of Equity Securities

The AIR Operating Partnership’s Partnership Agreement generally provides that after holding common OP Units for one year, limited partners other than AIR have the right to redeem their common OP Units for cash or, at our election, shares of AIR Common Stock on a one-for-one basis (subject to customary antidilution adjustments). During the three months ended June 30, 2022, no common OP Units were redeemed in exchange for Common Stock.

The following table summarizes the AIR Operating Partnership’s repurchases, or redemptions in exchange for cash, of common OP Units during the three months ended June 30, 2022:


Fiscal period	Total Number of Units Repurchased		Average Price Paid per Unit		Total Number of Units Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Units that May Yet Be Repurchased Under Plans or Programs (1)
April 1 - April 30, 2022		1,290	$	52.99	N/A	N/A
May 1 - May 31, 2022		10,087	$	53.00	N/A	N/A
June 1 - June 30, 2022		4,303	$	44.17	N/A	N/A
Total		15,680	$	53.12

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(1)

The terms of the AIR Operating Partnership’s Partnership Agreement do not provide for a maximum number of units that may be repurchased, and other than the express terms of its Partnership Agreement, the AIR Operating Partnership has no publicly announced plans or programs of repurchase. However, for AIR to repurchase shares of its Common Stock, the AIR Operating Partnership must make a concurrent repurchase of its common partnership units held by AIR at a price per unit that is equal to the price per share AIR pays for its Common Stock.

Dividend and Distribution Payments

As a REIT, AIR is required to distribute annually to holders of its Common Stock at least 90% of its “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. Our credit agreement includes customary covenants, including a restriction on dividends and distributions and other restricted payments, but permits dividends and distributions during any four consecutive fiscal quarters in an aggregate amount of up to 95% of AIR’s FFO for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain AIR’s REIT status.

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ITEM 6. EXHIBITS

The following exhibits are filed with this report:


EXHIBIT NO.		DESCRIPTION

1.1		Form of Equity Distribution Agreement, dated May 6, 2022, among Apartment Income REIT Corp., AIR OP, the Agents, the Forward Sellers and the Forward Purchasers (Exhibit 1.1 to AIR’s Current Report on Form 8-K dated May 6, 2022, is incorporated herein by this reference)

1.2		Form of Master Forward Confirmation, dated May 6, 2022, between Apartment Income REIT Corp. and each Forward Purchaser (Exhibit D to Exhibit 1.1 to AIR’s Current Report on Form 8-K dated May 6, 2022, is incorporated herein by this reference)

3.1		Amended and Restated Charter of Apartment Income REIT Corp. (Exhibit 3.1 to AIR’s Current Report on Form 8-K dated December 15, 2020, is incorporated herein by this reference)

3.2		Amended and Restated Bylaws of Apartment Income REIT Corp. (Exhibit 3.4 to AIR’s Current Report on Form 8-K dated December 15, 2020, is incorporated herein by this reference)

4.1		Note and Guarantee Agreement, dated June 29, 2022, by and among Apartment Income REIT, L.P., Apartment Income REIT Corp., and the Purchasers party thereto (Exhibit 4.1 to AIR's Current Report on Form 8-K dated June 29, 2022, is incorporated herein by this reference)

4.2		Affiliate Guarantee Agreement, dated June 29, 2022, by and among AIR REIT Sub 1, LLC, AIR REIT Sub 2, LLC, AIR Subsidiary REIT I, LLC and AIR/Bethesda Holdings, Inc. (Exhibit 4.2 to AIR's Current Report on Form 8-K dated June 29, 2022, is incorporated herein by this reference)

10.1		Seventh Amended and Restated Partnership Agreement of Apartment Income REIT, L.P. (Exhibit 10.1 to AIR’s Quarterly Report on Form 10-Q dated May 4, 2022, is incorporated herein by this reference)

10.2		Amendment to Master Leasing Agreement by and between Apartment Income REIT, L.P. and Aimco Development Company, LLC, dated as of May 19, 2022 (Exhibit 10.1 to AIR’s Current Report on Form 8-K dated May 19, 2022, is incorporated herein by this reference)

10.3		Amendment to Master Leasing Agreement by and between Apartment Income REIT, L.P. and Aimco Development Company, LLC, dated as of June 14, 2022 (Exhibit 10.1 to AIR's Current Report on Form 8-K dated June 14, 2022, is incorporated herein by this reference)

10.4		Amendment to Mezzanine Note Agreement by and between Apartment Income REIT, L.P. and Aimco Development Company, LLC, dated as of June 17, 2022 (Exhibit 10.2 to AIR's Current Report on Form 8-K dated June 14, 2022, is incorporated herein by this reference)

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Apartment Income REIT Corp.

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Apartment Income REIT Corp.

31.3		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 – the AIR Operating Partnership

31.4		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 – the AIR Operating Partnership

32.1		Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Apartment Income REIT Corp.

32.2		Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – the AIR Operating Partnership

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101		The following materials from AIR’s and the AIR Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of operations; (iii) condensed consolidated statements of comprehensive income; (iv) condensed consolidated statements of equity and partners’ capital; (v) condensed consolidated statements of cash flows; and (vi) notes to condensed consolidated financial statements.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	APARTMENT INCOME REIT CORP.

	By:	/s/ Paul Beldin
		Paul Beldin
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)


	APARTMENT INCOME REIT, L.P.

	By:	AIR-GP, Inc., its General Partner

	By:	/s/ Paul Beldin
		Paul Beldin
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)

Date: July 29, 2022