UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 20082009

OR

Commission File Number 001-15663

American Realty Investors, Inc.

(Exact name of registrant as specified in its charter)

(469) 522-4200

Registrant’s Telephone Number, including area code

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

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

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.    Yes  ¨    No  x

The aggregate market value of the shares of voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing price at which the common equity was last sold which was the sales price of the Common Stock on the New York Stock Exchange as of June 30, 20082009 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $14,527,019$14,985,187 based upon a total of 1,532,3861,469,137 shares held as of June 30, 20082009 by persons believed to be non-affiliates of the Registrant. The basis of the calculation does not constitute a determination by the Registrant as defined in Rule 405 of the Securities Act of 1933, as amended, such calculation, if made as of a date within sixty days of this filing, would yield a different value.

As of March 5, 2009,25, 2010, there were 11,237,066 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:Documents Incorporated By Reference:

Consolidated Financial Statements of Income Opportunity Realty Investors, Inc.; Commission File No. 001-14784

Consolidated Financial Statements of Transcontinental Realty Investors, Inc.; Commission File No. 1-9240

INDEX TO

ANNUAL REPORT ON FORM 10-K

FORWARD-LOOKING STATEMENTS

Certain Statements in this Form 10-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words “estimate,” “plan,” “intend,” “expect,” “anticipate,” “believe,” and similar expressions are intended to identify forward-looking statements. The forward-looking statements are found at various places throughout this Report and in the documents incorporated herein by reference. The Company disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Important factors that could cause our actual results to differ from estimates or projections contained in any forward-looking statements are described in Part I, Item 1A. “Risk Factors”.

PART I

General

As used herein, the terms “ARL,” “the Company,” “We,” “Our,” or “Us” refer to American Realty Investors, Inc., a Nevada corporation, individually or together with its subsidiaries. The Company’s common stock trades on the New York Stock Exchange under the symbol “ARL”. ARL is a “C” corporation for U.S. federal income tax purposes. ARL was organized in 1999. In August 2000, the Company acquired American Realty Trust, Inc., a Georgia corporation (“ART”) and National Realty LP; a Delaware limited partnership (“NRLP”). ART was the successor to a District of Columbia business trust organized in 1961. The business trust was merged into ART in 1988. NRLP was organized in 1987 and subsequently acquired all of the assets and assumed all of the liabilities of several public and private limited partnerships. NRLP also owned a portfolio of real estate and mortgage loan investments.

ARL subsidiaries own approximately 82.8% of the outstanding shares of common stock of Transcontinental Realty Investors, Inc., a Nevada corporation (“TCI”) whose common stock is traded on the New York Stock Exchange under the symbol “TCI”. TCI owns approximately 24.9% of the outstanding common shares of Income Opportunity Realty Investors, Inc., (“IOT”) whose common stock is traded on the American Stock Exchange under the symbol “IOT”. ARL has consolidated TCI’s accounts and operations since March 2003.

ARL’s contractual Advisor is Prime Income Asset Management, LLC (“Prime”), the sole memberOn July 17, 2009, TCI, a subsidiary of which is Prime Income Asset Management, Inc., a Nevada corporation (“PIAMI”). PIAMI is owned by Realty Advisors, Inc. (“RAI”)(80%) andARL, acquired from Syntek West, Inc., (“SWI”)(20%), 2,518,934 shares of common stock, par value $0.01 per share of IOT at an aggregate price of $17,884,431 (approximately $7.10 per share), the full amount of which is ownedwas paid by Gene E. Phillips, Realty Advisors, Inc. which is ownedTCI through an assumption of an aggregate amount of indebtedness of $17,884,431 on the outstanding balance owed by a Trust for the benefitSWI to IOT. The 2,518,934 shares of IOT common stock acquired by TCI constituted approximately 60.4% of the children of Gene E. Phillips (the “Trust”). Gene E. Phillips is an officerissued and director of SWI and serves as a representative of the Trust. While Mr. Phillips is not an officer or director of ARL, he does regularly consult with the executive officers and directors of ARL rendering advice and input with respect to investment decisions affecting ARL. PIAMI, together with its subsidiary, One Realco Holdings, Inc., also owns approximately 15.3% of theoutstanding common stock of ARL and approximately 7.4%IOT. TCI has owned for several years an aggregate of 1,037,184 shares of common stock of IOT (approximately 25% of the Series A 10% cumulative convertible preferred Stockissued and outstanding). After giving effect to the transaction on July 17, 2009, TCI owns an aggregate of ARL.3,556,118 shares of IOT common stock which constitutes approximately 85.3% of the shares of common stock of IOT outstanding (which is a total of 4,168,214 shares).

With TCI’s acquisition of the additional shares on July 17, 2009, which increased the aggregate ownership to in excess of 80%, beginning in July 2009, IOT’s results of operations are now consolidated with those of TCI for tax and financial reporting purposes. At the time of the acquisition, the historical accounting value of IOT’s assets was $112 million and liabilities were $43 million. In that the shares of IOT acquired by TCI were from a related party, the values recorded by TCI are IOT’s historical accounting values at the date of transfer. The Company’s fair valuation of IOT’s assets and liabilities at the acquisition date approximated IOT’s book value. The net difference between the purchase price and historical accounting basis of the assets and liabilities acquired was $35 million and has been reflected by TCI as deferred income. The deferred income will be recognized upon the sale of the land that IOT held on its books as of the date of sale, to an independent third party.

ARL’s Board of Directors represents the Company’s shareholders and is responsible for directing the overall affairs of ARL and for setting the strategic policies that guide the Company. The Board of Directors has delegated the day-to-day management of the Company to Prime Income Asset Management, LLC (“Prime”) under a written advisory agreementAdvisory Agreement that is reviewed annually by ARL’s Board of Directors. Prime’s duties include but are not limited to locating, evaluating and recommending real estate and real estate-related investment opportunities. Prime also arranges, for ARL’s benefit, debt and equity financing with third party lenders and investors. Prime is compensated by ARL under the advisory agreementAdvisory Agreement that is more fully described in Part III, Item 10,10. “Directors, Executive Officers and Corporate Governance”.

ARL’s contractual advisor is Prime Income Asset Management, LLC, a Nevada limited liability company (“Prime”) the sole member of which is Prime Income Asset Management, Inc. a Nevada corporation (“PIAMI”) which is owned 100% by Realty Advisors, LLC, a Nevada limited liability company, the sole member of which is Realty Advisors, Inc., a Nevada corporation, which is owned 100% by a Trust known as the May Trust. See also Part III, Item 10. “Directors, Executive Officers and Corporate Governance—The Advisor”.

Prime also serves as advisor to TCI.TCI and since July 1, 2009, to IOT. The officers of ARL are also officers of TCI, IOT TCI, and Prime. The directors of ARL also serve as directors of TCI. Two directors of ARL also serve as directors of IOT. The Chairman of the Board of Directors of ARL also servesserve as the Chairman of the Board of Directors of TCI. One director of ARL also serves as a director of IOT. Affiliates of Prime have provided property management services to ARL. Currently, Triad Realty Services, LP. (“Triad”), subcontracts with other entities for property-level management services. The general partner of Triad is Prime Income Asset Management, Inc. (“PIAMI”).PIAMI. The limited partner of Triad is HRS Holdings, LLC (“HRSHLLC”). Triad subcontracts the property-level management and leasing our commercial properties (shopping centers, office buildings, and industrial warehouses) to Regis Realty I, LLC (“Regis I”) which is owned by HRSHLLC. Regis I receives property and construction management fees and leasing commissions in accordance with the terms of its property-level management agreement with Triad. Regis Hotel I, LLC, manages our hotels. The sole member of Regis I and Regis Hotel I, LLC is HRSHLLC.

Regis I is also entitled to receive real estate brokerage commissions in accordance with the terms of the Advisory Agreement as discussed in Part III, Item 10. “Directors, Executive Officers and Corporate Governance.”

ARL has no employees. Employees of Prime render services to ARL in accordance with the terms of the Advisory Agreement.

ARL’s primary business is the acquisition, development and ownership of income-producing residential, hotel and commercial real estate properties. In addition, ARL opportunistically acquires land for future development in in-fill or high-growth suburban markets. From time to time and when we believe it appropriate to do so, we will also sell land and income-producing properties. We generate revenues by leasing apartment units to residents; leasing office, industrial and retail space to various for-profit businesses as well as certain local, state and federal agencies; leasing trade show and exhibit space to temporary as well as long-term tenants; and renting hotel rooms to guests. We also generate revenues from gains on sales of income-producing properties and land. At December 31, 2008,2009, our income-producing properties consisted of:

The following table sets forth the location of our real estate held for investment (income-producing properties only) by asset type as of December 31, 2008:2009:

		Apartments				Commercial				Hotels
Location		No.		Units		No.		SF		No.		Rooms
Greater Dallas-Ft Worth, TX		23		4,649		17		2,945,716
Greater Houston, TX		8		2,272
San Antonio, TX		3		852
Temple, TX		2		452
Other Texas		6		1,329
Mississippi		6		328		1		26,000
Arkansas		4		580
Tennessee		3		532
Baton Rouge, LA		1		160
Kansas		1		320
Ohio		1		200
Nebraska		1		115
New Orleans, LA						6		1,369,388
Alaska						1		20,715
Florida		2		153		1		6,722
Illinois						1		306,609
Indiana						1		220,461
Michigan						1		179,741
Oklahoma						1		225,566
Wisconsin						1		122,205
California										4		647
Colorado						1		344,975		1		161
Total		61		11,942		32		5,768,098		5		808

We finance our acquisitions primarily through operating cash flow, proceeds from the sale of land and income-producing properties and debt financing primarily in the form of property-specific first-lien mortgage loans from commercial banks and institutional lenders. We finance our development projects principally with short-term, variable-rate construction loans that are refinanced with the proceeds of long-term, fixed-rate amortizing mortgages when the development has been completed and occupancy has been stabilized. When we sell properties, we may carry a portion of the sales price generally in the form of a short-term, interest bearing seller-financed note receivable, secured by the property being sold. We may also from time to time enter into partnerships or joint ventures with various investors to acquire land or income-producing properties or to sell interests in certain of our properties.

We partner with various third-party development companies to construct residential apartment communities. The third-party developer typically holds a general partner as well as a limited partner interest in a limited partnership formed for the purpose of building a single property while we generally take a limited partner interest in the limited partnership. We may contribute land to the partnership as part of our equity contribution or we may contribute the necessary funds to the partnership to acquire the land. We are required to fund all required equity contributions while the third-party developer is responsible for obtaining construction financing, hiring a general contractor and for the overall management, successful completion and delivery of the project. We generally bear all the economic risks and rewards of ownership in these partnerships and therefore include these partnerships in our consolidated financial statements. The third-party developer is paid a developer fee typically equal to a percentage of the construction costs. When the project reaches stabilized occupancy, we acquire the third-party developer’s partnership interests in exchange for any remaining unpaid developer fees.

At December 31, 2008,2009, our apartment projects in development included (dollars in thousands):

Our subsidiary, TCI, has formedWe are partnered in a number of joint venturesventure with Icon Partners, LLC (“Icon”)HarmInvest GmbH, Berlin, to develop various residential, commercial and mixed-use projects. The subsidiary typically owns 75% of these joint ventures, arranges for and guarantees all debt financing and provides all required equity capital. The terms of the joint ventures also allow our subsidiary to receive its cumulative investment plusan approximately 420 acre former naval base into a preferred return before Icon receives any equity distribution. Icon provides various development and project management services to the joint ventures and is paid monthly developer fees for those services. We include these joint venturesholiday resort located in the Company’s consolidated financial statements. northeastern section of Schleswig-Holstein, Germany. It will be a multi-family resort area with vacation homes, hotels, a marina and yacht club, along with an 18-hole golf course.

We have made substantial investments in a number of large tracts of undeveloped and partially developed land and intend to a) continue to improve these tracts of land for our own development purposes or b) make the improvements necessary to ready the land for sale to other developers.

At December 31, 2008,2009, our investments in undeveloped and partially developed land consisted of the following (dollars in thousands):

In addition, we own a non-controlling 20% interest in Milano Restaurants International, which operates and franchises several quick service restaurant concepts in California. We use the equity method to account for these investments.

Significant Real Estate Acquisitions/Dispositions and Financings

A summary of some of the significant transactions for the year ended December 31, 20082009 are discussed below:

OnIn January 15, 2008,2009, we purchased 4.0sold 9.3 acres of land known as Woodmont Schiff-Park Forest land located in Dallas, Texas known as Woodmont TCI XIV, LP for $6.4 million. We financed the transaction with $1.9 million cash, a new mortgage of $4.1 million with a commercial lender and accrued $400,000 in commissions payable and other closing cost. The mortgage is secured by the property and accrues interest at Prime plus 0.75%.

On January 25, 2008, we sold 15 apartment complexes in a single transaction for an aggregate sales price of $98.3 million and recorded a gain on sale of $72.1$7.7 million. We received cash of $28.4 million after paying off existing mortgages of $62.1 million, and $7.8 million in commissions and other closing costs.

The properties consisted of:

On January 31, 2008, we sold the Lexington office building, a 75,000 square foot commercial building located in Colorado Springs, Colorado for $5.4 million. We received cash of $1.6 million after paying off the existing mortgage of $3.5 million and $300,000 in closing costs. We recorded a $700,000 gain on sale.

On February 6, 2008, we sold the Fairway View apartments, a 264-unit complex located in El Paso, Texas for $10.3 million recording a gain on sale of $6.0 million. We received $4.8$3.9 million in cash after paying off the existing mortgagedebt of $5.3$3.2 million and closing costs.costs of $0.6 million. In addition, we booked a $2.1 million receivable. There was no gain or loss recorded on the sale of the land parcel.

On February 14, 2008,In January 2009, we sold the Governors Square apartments,Chateau Bayou Apartments, a 169-unit122-unit complex located in Tallahassee, FloridaOcean Springs, Mississippi for $8.5 million, recording a gain on sale of $5.7$6.9 million. We received $4.7$3.1 million in cash after paying off the existing mortgagedebt of $2.9 million and $900,000 in closing costs.

On February 14, 2008, we sold three hotels located in Chicago, Illinois in a single transaction for $30.0 million recording a gain on sale of $18.4 million. We received cash of $9.8 million after paying off existing mortgages of $18.5$3.5 million and closing costs. The properties consisted of:

On March 28, 2008, we sold allcosts of our shares in S.P. Zoo (a Polish Corporation) for $11.8$0.3 million. The sale of the shares represented our 66.67% interest in the Radisson-SAS Hotel Akademia, a 161-room hotel located in Wroclaw, Poland. We received cash of $11.8 million upon sale of our shares and recorded a gain on sale of $7.7 million.$4.2 million on the property.

On

In April 2, 2008,2009, we acquiredsold the Bridgewood Ranch apartments,Cullman Shopping Center, a 106-unit complex92,500 square foot facility located in Kaufman,Cullman, Alabama for a sales price of $4.0 million. We received $3.0 million in cash after paying off the existing debt of $1.0 million. The project was sold to a related party; therefore the gain of $1.9 million was deferred and will be recorded upon sale to a third party.

In April 2009, we sold 3.02 acres of land known as West End land located in Dallas, Texas for $7.6a sales price of $8.5 million. We financedreceived $4.6 million in cash after paying off the purchase withexisting debt of $3.4 million and closing costs of $0.5 million. We recorded a new mortgage (secured bygain on sale of $4.9 million on the property)land parcel.

In April 2009, we sold 3.13 acres of $5.1 million, cashland known as Verandas at City View land located in Fort Worth, Texas for a sales price of $1.3 million. We paid off the existing debt of $1.3 million and $1.2closing costs. We recorded a gain on sale of $0.7 million in liabilities. The mortgage accrues interest aton the higher rate of 6.75% or Prime plus 0.25% and matures in March 31, 2019.land parcel.

On April 16, 2008, we acquired the Quail Hollow apartments, a 200-unit complex located in Holland, Ohio for $14.1 million. We financed the purchase with a new mortgage (secured by the property) of $11.5 million, cash of $77,000, and $2.6 million in liabilities. The mortgage accrues interest at 7.00% and matures in October 2011.

OnIn June 10, 2008,2009, we sold 20.63.96 acres of undevelopedland known as Teleport land located in Irving, Texas for $7.2a sales price of $1.1 million. We received $1.0 million recordingin cash after paying off the existing debt of $0.1 million and closing costs. We recorded a gain on sale of $0.4 million on the land parcel.

In June 2009, we sold the 76-unit Bridgestone apartments located in Friendswood, Texas for a sales price of $2.9 million. We received $0.83 million in cash after paying off the existing debt of $1.9 million and closing costs of $0.18 million. We recorded a gain on sale.sale of $2.2 million on the property.

In June 2009, we sold 8.23 acres of land known as Leone land located in Irving, Texas for a sales price of $3.2 million. We received $2.0 million in cash and provided $2.2 million in seller financing, after paying down $2.9 million inoff the existing debt of $1.2 million and incurring $100,000closing costs of $0.13 million. We recorded a gain on sale of $1.5 million on the land parcel.

In June 2009, we obtained two new $4 million loans with a commercial lender which was collateralized by ARL and TCI stock and 97 acres of Pioneer Crossing land located in closing costs.

On June 26, 2008,In July 2009, we purchased the Stanford Centre, a 274,684 square foot commercial buildingsold 29.53 acres of Hines Meridian land located in Dallas, Texas including 3.1and 807.90 acres of land, for $38.8 million. We financed the transaction with $11.5 million in cash and a $26.1 million mortgage from a commercial bank. In addition, we incurred $1.2 million in accruals and credits at closing. The note accrues interest at LIBOR plus 3.75% and matures on July 1, 2011.

On July 23, 2008, we purchased 24.1 acres of land known as Las Colinas land located in Irving, Texas for $6.7 million. We financed the transaction with $2.2 million in cash and a $4.5 million mortgage secured by the property. The note accrues interest at Prime plus 4.00% and matures on July 23, 2010.

On July 23, 2008, we purchased 246.0 acres of land known as Windmill Farms HarlanTravis Ranch land located in Kaufman County, Texas for $6.8$16.0 million. We financedpaid off the transaction withexisting debt of $13.5 million. We recorded no gain or loss on the land parcels.

In July 2009, we sold 378 acres of Beltline land located in Dallas, Texas for $2.0 million. We paid off the existing debt of $2.0 million. We recorded no gain or loss on the land parcel.

In July 2009, we sold the 5000 Space Center, a 101,500 square foot commercial facility located in San Antonio, Texas and the 5360 Tulane, a 30,000 square foot commercial facility located in Atlanta, Georgia for a sales price of $4.0 million. We received $2.7 million in cash after paying off the existing debt of $1.3 million. We recorded a gain on sale of $3.0 million cash and seller financing of $5.5 million. The note accrues interest at 2.00% foron the first year, 4.00% for the second year and 6.00% for the third year and each year thereafter and matures on July 23, 2013.commercial properties.

On August 12, 2008,In September 2009, we purchased 833.454.86 acres of Gautier land in Forney, Texas known as Travis Ranch landlocated at Gautier, Mississippi for $18.7$3.4 million. We financed the transaction with $2.2 million cash, a $5.8 million loan with a commercial lender and a $7.5 million loan provided by the seller.

In addition, we accrued $3.2 million in commissions and closing costs. The commercial note and seller financing both accrue interest at 5.00% and are due upon demand.

On October 10, 2008,September 2009, we obtained a new $ 8.5$5 million loan with a commercial lender which was collateralized by 6.51 acres of Hines land located in Farmers Branch, Texas, 2.194 acres of Valley View 34 land located in Farmers Branch, Texas, and 15.066 acres of Travelers land located in Farmers Branch, Texas. We received cash of $2.0 million after paying off $2.6 million of existing debt and $0.4 million in closing costs.

In October 2009, we sold the property known as Travis Ranch land. The proceeds were used to pay2010 Valley View office building; a 40,666 square foot facility located in Farmers Branch, Texas, for a sales price of $3.2 million. We received $1.2 million in cash by way of an intercompany note receivable increase after paying off the existing $5.8debt of $2.0 million. The property was sold to

a related party; therefore the gain of $0.8 million loan on Traviswas deferred and will be recorded upon sale to a third party. We also sold the Parkway Centre retail shopping center; a 28,374 square foot facility located in Dallas, Texas, for a sales price of $4.0 million. We received $1.3 million in cash by way of an intercompany note receivable increase after paying off the existing debt of $2.6 million. The property was sold to a related party; therefore the gain of $0.6 million was deferred and will be recorded upon sale to a third party.

In November 2009, we acquired 27.192 acres of McKinney Ranch land located in McKinney, Texas in lieu of a note receivable payoff of $6.4 million and to reduceexisting mortgage assumption of $5.3 million.

In November 2009, we purchased the seller financed loan by $2.7Keller Springs Technical Center, an 80,000 square foot commercial building located in Carrollton, Texas for $6.0 million. The new loan accrues interest at 17% and is payable on maturity, April 9, 2009.We assumed the current mortgage of $6.0 million.

On October 15, 2008,In December 2009, we sold the Mountain Plaza apartments,Bridges on Kinsey Apartments, a 188-unit232-unit complex, located in El Paso,Tyler, Texas for $7.9$20.5 million. We received $1.1$6.8 million in cash, after providing seller financing of $1.9 million. Theand the buyer assumed the existing mortgage of $4.9$14.0 million secured by the property. The property was sold to a related party; therefore the gain of $5.2 million was deferred and will be recorded upon sale to a third party.

OnWe continue to invest in the development of apartments and various projects. During the twelve months ended December 17, 2008,31, 2009, we refinanced the existing mortgagehave expended $32.4 million on 22 acresconstruction and development and capitalized $10.8 million of land known as Hines Land for a new mortgage of $5.0 million receiving $2.6 million in cash after paying down the existing debt of $2.0 million and $400,000 in closinginterest costs. The note accrues interest at 17.0%, and is payable on maturity, June 17, 2009 at which time all accrued and unpaid interest and principal is due.

Business Plan and Investment Policy

Our business objective is to maximize long-term value for our stockholders by investing in commercial real estate through the acquisition, development and ownership of apartments, commercial properties, hotels, and land. We intend to achieve this objective through acquiring and developing properties in multiple markets and operating as an industry-leading landlord. We believe this objective will provide the benefits of enhanced investment opportunities, economies of scale and risk diversification, both in terms of geographic market and real estate product type. We believe our objective will also result in continuing access to favorably priced debt and equity capital. In pursuing our business objective, we seek to achieve a combination of internal and external growth while maintaining a strong balance sheet and employing a strategy of financial flexibility. We maximize the value of our apartments and commercial properties by maintaining high occupancy levels while charging competitive rental rates, controlling costs and focusing on tenant retention. We also pursue attractive development opportunities either directly or in partnership with other investors.

For our portfolio of commercial properties, we generate increased operating cash flow through annual contractual increases in rental rates under existing leases. We also seek to identify best practices within our industry and across our business units in order to enhance cost savings and gain operating efficiencies. We employ capital improvement and preventive maintenance programs specifically designed to reduce operating costs and increase the long-term value of our real estate investments.

We seek to acquire properties consistent with our business objectives and strategies. We execute our acquisition strategy by purchasing properties which management believes will create stockholder value over the long-term. We will also sell properties when management believes value has been maximized or when a property is no longer considered an investment to be held long-term.

We are continuously in various stages of discussions and negotiations with respect to development, acquisition, and disposition projects. The consummation of any current or future development, acquisition, or disposition, if any, and the pace at which any may be completed cannot be assured or predicted.

Substantially all of our properties are owned by subsidiary companies, many of which are single-asset entities. This ownership structure permits greater access to financing for individual properties and permits flexibility in negotiating a sale of either the asset or the equity interests in the entity owning the asset. From

time-to-time, our subsidiaries have invested in joint ventures with other investors, creating the possibility of risks that do not exist with properties solely owned by an ARL subsidiary. In those instances where other investors are involved, those other investors may have business, economic, or other objectives that are inconsistent with our objectives, which may in turn require us to make investment decisions different from those if we were the sole owner.

Real estate generally cannot be sold quickly. We may not be able to promptly dispose of properties in response to economic or other conditions. To offset this challenge, selective dispositions have been a part of our strategy to maintain an efficient investment portfolio and to provide additional sources of capital. We finance acquisitions through non-recourse mortgages, internally generated funds, and, to a lesser extent, property sales. Those sources provide the bulk of funds for future acquisitions. We may purchase properties by assuming existing loans secured by the acquired property. When properties are acquired in such a manner, we customarily seek to refinance the asset in order to properly leverage the asset in a manner consistent with our investment objectives.

Our businesses are not generally seasonal with regard to real estate investments. Our investment strategy seeks both current income and capital appreciation. Our plan of operation is to continue, to the extent our liquidity permits, to make equity investments in income-producing real estate such as hotels, apartments, and commercial properties. We may also invest in the debt or equity securities of real estate-related entities. We intend to pursue higher risk, higher reward investments, such as improved and unimproved land where we can obtain reasonably-priced financing for substantially all of a property’s purchase price. We intend to continue the development of apartment properties in selected markets in Texas and in other locations where we believe adequate levels of demand exist. We intend to pursue sales opportunities for properties in stabilized real estate markets where we believe our properties’ value has been maximized. We also intend to be an opportunistic seller of properties in markets where demand exceeds current supply. Although we no longer actively seek to fund or purchase mortgage loans, we may, in selected instances, originate mortgage loans or we may provide purchase money financing in conjunction with a property sale.

Our Board of Directors has broad authority under our governing documents to make all types of investments, and we may devote available resources to particular investments or types of investments without restriction on the amount or percentage of assets that may be allocated to a single investment or to any particular type of investment, and without limit on the percentage of securities of any one issuer that may be acquired. Investment objectives and policies may be changed at any time by the Board without stockholder approval.

The specific composition from time-to-time of our real estate portfolio owned by ARL directly and through our subsidiaries depends largely on the judgment of management to changing investment opportunities and the level of risk associated with specific investments or types of investments. We intend to maintain a real estate portfolio that is diversified by both location and type of property.

Competition

The real estate business is highly competitive and we compete with numerous companies engaged in real estate activities (including certain entities described in Part III, Item 13. “Certain Relationships and Related Transactions, and Director Independence”), some of which have greater financial resources than ARL. We believe that success against such competition is dependent upon the geographic location of a property, the performance of property-level managers in areas such as leasing and marketing, collection of rents and control of operating expenses, the amount of new construction in the area and the maintenance and appearance of the property. Additional competitive factors include ease of access to a property, the adequacy of related facilities such as parking and other amenities, and sensitivity to market conditions in determining rent levels. With respect to apartments, competition is also based upon the design and mix of the units and the ability to provide a community atmosphere for the residents. With respect to hotels, competition is also based upon the market served, i.e., transient, commercial, or group users. We believe that beyond general economic circumstances and trends, the degree to which properties are renovated or new properties are developed in the competing submarket are also competitive factors. See also Part I, Item 1A. “Risk Factors”.

To the extent that ARL seeks to sell any of its properties, the sales prices for the properties may be affected by competition from other real estate owners and financial institutions also attempting to sell properties in areas where ARL’s properties are located, as well as aggressive buyers attempting to dominate or penetrate a particular market.

As described above and in Part III, Item 13. “Certain Relationships and Related Transactions, and Director Independence”, the officers and directors of ARL serve as officers and directors of TCI, the officers of ARL serve as the officers of IOT and one director of ARL is also a director of IOT. TCI and IOT have business objectives similar to ARL. ARL’s officers and directors owe fiduciary duties to both IOT and TCI as well as to ARL under applicable law. In determining whether a particular investment opportunity will be allocated to ARL, IOT, or TCI, management considers the respective investment objectives of each Company and the appropriateness of a particular investment in light of each Company’s existing real estate and mortgage notes receivable portfolio. To the extent that any particular investment opportunity is appropriate to more than one of the entities, the investment opportunity may be allocated to the entity which has had funds available for investment for the longest period of time, or, if appropriate, the investment may be shared among all three or two of the entities.

In addition, as described in Part III, Item 13. “Certain Relationships and Related Transactions, and Director Independence”, ARL competes with affiliates of Prime having similar investment objectives related to the acquisition, development, disposition, leasing and financing of real estate and real estate-related investments. In resolving any potential conflicts of interest which may arise, Prime has informed ARL that it intends to exercise its best judgment as to what is fair and reasonable under the circumstances in accordance with applicable law.

We have historically engaged in and will continue to engage in certain business transactions with related parties, including but not limited to asset acquisitions and dispositions. Transactions revolvinginvolving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in the best interests of our company.

Available Information

ARL maintains an Internet site athttp://www.amrealtytrust.com. Available through the website, free of charge, are Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16, and amendments to those reports, as soon as reasonably practicable after they are electronically filed or furnished to the Securities and Exchange Commission. In addition, ARL has

we have posted the charters for the Audit Committee, Compensation Committee, and Governance and Nominating

Committee, as well as the Code of Business Conduct and Ethics, Corporate Governance Guidelines on Director Independence, and other information on the website. These charters and principles are not incorporated in this report by reference. ARLWe will also provide a copy of these documents free of charge to stockholders upon written request. ARLThe Company issues Annual Reports containing audited financial statements to its common stockholders.

An investment in our securities involves various risks. All investors should carefully consider the following risk factors in conjunction with the other information in this Report before trading our securities.

Risk Factors Related to our Business

Adverse events concerning our existing tenants or negative market conditions affecting our existing tenants could have an adverse impact on our ability to attract new tenants, release space, collect rent or renew leases, and thus could adversely affect cash flow from operations and inhibit growth.

Cash flow from operations depends in part on the ability to lease space to tenants on economically favorable terms. We could be adversely affected by various facts and events over which the Company has limited or no control, such as:

At any time, any tenant may experience a downturn in its business that may weaken its financial condition. As a result, a tenant may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy. Any tenant bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in the termination of the tenant’s lease and material losses to the Company.

If tenants do not renew their leases as they expire, we may not be able to rent the space. Furthermore, leases that are renewed, and some new leases for space that is re-let, may have terms that are less economically favorable than expiring lease terms, or may require us to incur significant costs, such as renovations, tenant improvements or lease transaction costs. Any of these events could adversely affect cash flow from operations and our ability to make distributions to shareholders and service indebtedness. A significant portion of the costs of owning property, such as real estate taxes, insurance, and debt service payments, are not necessarily reduced when circumstances cause a decrease in rental income from the properties.

We may not be able to compete successfully with other entities that operate in our industry.

We experience a great deal of competition in attracting tenants for the properties and in locating land to develop and properties to acquire.

In our effort to lease properties, we compete for tenants with a broad spectrum of other landlords in each of the markets. These competitors include, among others, publicly-held REITs, privately-held entities, individual

property owners and tenants who wish to sublease their space. Some of these competitors may be able to offer prospective tenants more attractive financial terms than we are able to offer.

If the availability of land or high quality properties in our markets diminishes, operating results could be adversely affected.

We may experience increased operating costs which could adversely affect our financial results and the value of our properties.

Our properties are subject to increases in operating expenses such as insurance, cleaning, electricity, heating, ventilation and air conditioning, administrative costs and other costs associated with security,

landscaping, repairs, and maintenance of the properties. While some current tenants are obligated by their leases to reimburse us for a portion of these costs, there is no assurance that these tenants will make such payments or agree to pay these costs upon renewal or new tenants will agree to pay these costs. If operating expenses increase in our markets, we may not be able to increase rents or reimbursements in all of these markets to offset the increased expenses, without at the same time decreasing occupancy rates. If this occurs, our ability to make distributions to shareholders and service indebtedness could be adversely affected.

Our ability to achieve growth in operating income depends in part on its ability to develop additional properties.

We intend to continue to develop properties where warranted by market conditions. We have a number of ongoing development and land projects being readied for commencement.

Additionally, general construction and development activities include the following risks:

We face risks associated with property acquisitions.

We acquire individual properties and various portfolios of properties and intend to continue to do so. Acquisition activities are subject to the following risks:

We may acquire properties subject to liabilities and without any recourse, or with limited recourse, with respect to unknown liabilities. However, if an unknown liability was later asserted against the acquired properties, we might be required to pay substantial sums to settle it, which could adversely affect cash flow.

Many of our properties are concentrated in our primary markets and the Company may suffer economic harm as a result of adverse conditions in those markets.

Our properties are located principally in specific geographic areas in the Southwestern United States. The Company’s overall performance is largely dependent on economic conditions in those regions.

We are leveraged and may not be able to meet our debt service obligations.

We had total indebtedness at December 31, 20082009 of approximately $1.5$1.4 billion. Substantially all assets have been pledged to secure debt. These borrowings increase the risk of loss because they represent a prior claim on assets and most require fixed payments regardless of profitability. Our leveraged position makes us vulnerable to declines in the general economy and may limit the Company’s ability to pursue other business opportunities in the future.

We may not be able to access financial markets to obtain capital on a timely basis, or on acceptable terms.

We rely on proceeds from property dispositions and third party capital sources for a portion of its capital needs, including capital for acquisitions and development. The public debt and equity markets are among the sources upon which the Company relies. There is no guarantee that we will be able to access these markets or any other source of capital. The ability to access the public debt and equity markets depends on a variety of factors, including:

We may suffer adverse effects as a result of terms and covenants relating to the Company’s indebtedness.

Required payments on our indebtedness generally are not reduced if the economic performance of the portfolio declines. If the economic performance declines, net income, cash flow from operations and cash available for distribution to stockholders may be reduced. If payments on debt cannot be made, we could sustain a loss or suffer judgments, or in the case of mortgages, suffer foreclosures by mortgagees. Further, some obligations contain cross-default and/or cross-acceleration provisions, which means that a default on one obligation may constitute a default on other obligations.

We anticipate only a small portion of the principal of its debt will be repaid prior to maturity. Therefore, we are likely to refinance a portion of its outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or the terms of any refinancing will not be as favorable as the terms of the maturing debt. If principal balances due at maturity cannot be refinanced, extended, or repaid with proceeds from other sources, such as the proceeds of sales of assets or new equity capital, cash flow may not be sufficient to repay all maturing debt in years when significant “balloon” payments come due.

Our credit facilities and unsecured debt contain customary restrictions, requirements and other limitations on the ability to incur indebtedness, including total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios, and minimum ratios of unencumbered assets to unsecured debt, which we must maintain ourdebt. Our continued ability to

borrow is subject to compliance with financial and other covenants. In addition, failure to comply with such covenants could cause a default under credit facilities, and we may then be required to repay such debt with capital from other sources. Under those circumstances, other sources of capital may not be available, or be available only on unattractive terms.

Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our common stock.

The degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. The degree of leverage could also make us more vulnerable to a downturn in business or the general economy.

An increase in interest rates would increase interest costs on variable rate debt and could adversely impact the ability to refinance existing debt.

We currently have, and may incur more, indebtedness that bears interest at variable rates. Accordingly, if interest rates increase, so will the interest costs, which could adversely affect cash flow and the ability to pay principal and interest on our debt and the ability to make distributions to shareholders. Further, rising interest rates could limit our ability to refinance existing debt when it matures.

Unbudgeted capital expenditures or cost overruns could adversely affect business operations and cash flow.

If capital expenditures for ongoing or planned development projects or renovations exceed expectations, the additional cost of these expenditures could have an adverse effect on business operations and cash flow. In addition, we might not have access to funds on a timely basis to pay the unexpected expenditures.

Construction costs are funded in large part through construction financing, which the Company may guarantee and theguarantee. The Company’s obligation to pay interest on this financing continues until the rental project is completed, leased up and permanent financing is obtained, or the for sale project is sold, or the construction loan is otherwise paid. Unexpected delays in completion of one or more ongoing projects could also have a significant adverse impact on business operations and cash flow.

We may need to sell properties from time to time for cash flow purposes.

Because of the lack of liquidity of real estate investments generally, our ability to respond to changing circumstances may be limited. Real estate investments generally cannot be sold quickly. In the event that we must sell assets to generate cash flow, we cannot predict whether there will be a market for those assets in the time period desired, or whether we will be able to sell the assets at a price that will allow the Company to fully recoup its investment weinvestment. We may not be able to realize the full potential value of the assets and may incur costs related to the early pay-off of the debt secured by such assets.

The Company intends to devote resources to the development of new projects.

We plan to continue developing new projects as opportunities arise in the future. Development and construction activities entail a number of risks, including but not limited to the following:

The overall business is subject to all of the risks associated with the real estate industry.

We are subject to all risks incident to investment in real estate, many of which relate to the general lack of liquidity of real estate investments, including, but not limited to:

Real estate investments are illiquid, and the Company may not be able to sell properties if and when it is appropriate to do so.

Real estate generally cannot be sold quickly. We may not be able to dispose of properties promptly in response to economic or other conditions. In addition, provisions of the Internal Revenue Code may limit our ability to sell properties (without incurring significant tax costs) in some situations when it may be otherwise economically advantageous to do so, thereby adversely affecting returns to stockholders and adversely impacting our ability to meet our obligations.

Our performance and value are subject to risks associated with our real estate assets and with the real estate industry.

Our economic performance and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow will be adversely affected. The following factors, among others, may adversely affect the income generated by our properties:

Adverse economic and geopolitical conditions and dislocations in the credit markets could have a material adverse effect on our results of operations, and financial condition.

Our business may be affected by market and economic challenges experienced by the U.S. economy or real estate industry as a whole or by the local economic conditions in the markets in which our properties are located, including the current dislocations in the credit markets and general global economic recession. These current conditions, or similar conditions existing in the future, may adversely affect our results of operations, and financial condition as a result of the following, among other potential consequences:

Real estate investments are illiquid, and the Company may not be able to sell properties if and when it is appropriate to do so.

Real estate generally cannot be sold quickly. We may not be able to dispose of properties promptly in response to economic or other conditions. In addition, provisions of the Internal Revenue Code may limit our ability to sell properties (without incurring significant tax costs) in some situations when it may be otherwise economically advantageous to do so, thereby adversely affecting returns to stockholders and adversely impacting our ability to meet our obligations.

None.

On December 31, 2008,2009, our portfolio consisted of 9998 income producing properties consisting of 5961 apartments, 3432 commercial properties, one single family residence, and five hotels. The apartments have a total of 11,43611,942 units. The commercial properties consist of 2021 office buildings, 8six industrial warehouses, fivefour shopping centers, and one merchandise mart which is 344,975 square feet. The five hotels have a total of 808 rooms. The average dollar per square foot for the Company’s apartment/residential portfolio is $9.71 and $13.08 for the commercial portfolio. In addition, we own or control 12,57811,635 acres of improved and unimproved land held for future development or sale. The table below shows information relating to those properties.

The GNB building which was included in the property detail in 2007 was razed in 2008. Based on the surrounding land values, management determined that the acquisition price of the GNB land and building was due to the value of the land, and not the building. Thus, the value of the building and the cost to raze the building was reallocated to the cost of the land.PROPERTIES (cont’d)

Office Buildings		Location		SqFt		Occupancy
1010 Common		New Orleans, LA		512,593		76.87	%
217 Rampart		New Orleans, LA		11,913		0.00	%
225 Baronne		New Orleans, LA		422,037		0.00	%
305 Baronne		New Orleans, LA		37,081		38.00	%
600 Las Colinas		Las Colinas, TX		510,841		71.92	%
Amoco Building		New Orleans, LA		378,895		91.82	%
Browning Place (Park West I)		Dallas, TX		627,312		100.00	%
Cooley Building		Farmers Branch, TX		27,000		100.00	%
Ergon Office Building		Jackson, MS		26,000		0.00	%
Eton Square		Tulsa, OK		225,566		80.36	%
Fenton Center (Park West II)		Dallas, TX		696,458		82.19	%
Fruitland Park		Fruitland,FL		6,722		100.00	%
One Hickory Center		Dallas, TX		97,361		95.95	%
Parkway North		Dallas, TX		69,009		67.36	%
Sesame Square		Anchorage, AK		20,715		99.57	%
Signature Building		Dallas, TX		58,910		0.00	%
Stanford Center		Dallas, TX		336,910		99.24	%
Teleport		Las Colinas, TX		6,833		100.00	%
Two Hickory Center		Dallas, TX		97,117		96.16	%
Westgrove Air Plaza		Addison, TX		79,652		89.19	%
				4,248,925
Industrial Warehouses		Location		SqFt		Occupancy
5360 Tulane		Atlanta, GA		30,000		100.00	%
Addison Hanger I		Addison, TX		25,102		100.00	%
Addison Hanger II		Addison, TX		24,000		100.00	%
Alpenloan		Dallas, TX		28,594		100.00	%
Clark Garage		New Orleans, LA		6,869		0.00	%
Space Center		San Antonio, TX		101,500		60.59	%
Senlac (VHP)		Dallas, TX		2,812		100.00	%
Thermalloy		Farmers Branch, TX		177,805		100.00	%
				396,682
Shopping Centers		Location		SqFt		Occupancy
Bridgeview Plaza		LaCrosse, WI		122,205		90.13	%
Cross County Mall		Matoon, IL		307,266		84.26	%
Cullman Shopping Center		Cullman, AL		92,466		48.48	%
Dunes Plaza		Michigan City, IN		220,461		51.56	%
Willowbrook Village		Coldwater, MI		179,741		85.81	%
				922,139
Merchandise Mart		Location		SqFt		Occupancy
Denver Merchandise Mart		Denver, CO		344,975		83.16	%
		Total Commercial Square Feet		5,912,720
Single Family Residence		Location		Units		Occp
Tavel Circle		Dallas, TX		1		100.00	%

PROPERTIES (cont’d)

Lease Expiration by Year

The table below shows the lease expirations of the commercial properties over a ten-year period (dollars in thousands):

Land

Land		Location		Acres
LaDue/WalkerLaDue Land		Farmers Branch, TX		99.008.01
Lake Shore Villas		Humble, TX		19.51
Lamar/Palmer Land		Austin, TX		17.07

LAND (cont’d)
Land		Location		Acres
Las Colinas—Walnut Hill		Las Colinas, TX		1.58
Las Colinas (Cigna)		Las Colinas, TX		4.70
Las Colinas Apts/LoftsStation		Las Colinas, TX		4.7710.08
Las Colinas High Rise ApartmentsVillage		Las Colinas, TX		1.65
Las Colinas High Rise Office		Las Colinas, TX		3.49
Las Colinas Townhomes		Las Colinas, TX		15.5616.81
LCLLP (Kinwest/Hackberry)		Las Colinas, TX		45.49
Leone Land		Irving, TX		8.2327.97
Limestone Canyon II		Austin, TX		9.96
Lubbock Land		Lubbock, TX		2.86
Luna (Carr)		Farmers Branch, TX		2.60
Luna Ventures		Farmers Branch, TX		26.74
Mandahl Bay Land		US Virgin Islands		91.10
Manhattan Land		Farmers Branch, TX		108.90
Mansfield Land		Mansfield, TX		7.8321.89
Marine Creek		Fort Worth, TX		44.17
Mason/Goodrich Land		Houston, TX		13.00
McKinney 36		Collin County, TX		34.48
McKinney Corners II		Collin County, TX		6.76
McKinney Ranch Land		McKinney,TX		169.74200.68
Meloy/Portage Land		Kent, OH		52.95
Nashville Land		Nashville, TN		11.87
Nicholson Croslin		Dallas, TX		0.80
Nicholson Mendoza		Dallas, TX		0.35
Ocean Estates		Gulfport, MS		12.00
Pac Trust Land		Farmers Branch, TX		7.07
Palmer Lane (Las Praderas)		Austin, TX		367.43
Pantaze Land		Dallas, TX		6.00
Payne Land		Las Colinas, TX		149.70
Pioneer Crossing		Austin, TX		400.60
Pioneer Crossing		Austin, TX		38.54
Polo Estates At Bent Tree		Richardson,Dallas, TX		5.87
Port Olpenitz GmBH		Kappelin, Germany		420.00
Pulaski Land		Pulaski County, AR		21.90
Ridgepoint Drive		Irving, TX		0.60
Seminary West Land		Fort Worth, TX		3.03
Senlac Land		Farmers Branch, TX		3.98
Senlac Land		Farmers Branch, TX		11.94
Sheffield Village		Grand Prairie, TX		13.90
SisikiyouSiskiyou County Land		Siskiyou County, CA		20.70
Sladek Land		Travis County, TX		63.28
Southwood Plantation		Tallahassee, FL		12.90
Southwood Plantation 1394		Tallahassee, FL		14.52
Stanley Tools		Farmers Branch, TX		23.76
Temple Land		Temple, TX		10.69
Texas Plaza Land		Irving, TX		10.33
Thompson Land I		Farmers Branch, TX		3.99
Thompson Land II		Farmers Branch, TX		3.32

LandThree Hickory		Location Dallas, TX		Acres6.64
Tomlin Land		Farmers Branch, TX		9.20
Travelers Land		Farmers Branch, TX		193.17
Travis Ranch Land		Kaufman County, TX		833.3910.00
Travis Ranch Retail		Kaufman County, TX		14.93
Union Pacific Railroad Land		Dallas, TX		0.290.04
Valley Ranch Land		Irving, TX		30.00
Valley View (Hutton/Senlac)		Farmers Branch, TX		2.42
Valley View 34 (Mercer Crossing)		Farmers Branch, TX		2.19
Valley View/Senlac		Farmers Branch, TX		3.45
Valwood		Dallas, TX		257.05

LAND (cont’d)
Land		Location		Acres
Vineyards		Grapevine, TX		3.56
Vineyards II		Grapevine, TX		3.94
W Lofts		Dallas, TX		7.19
W Hotel		Dallas, TX		1.97
Waco 151 Land		Waco,TX		151.40
Waco Swanson		Waco, TX		350.70
Walker Land		Dallas County, TX		48.62
West End Land		Dallas, TX		5.5082.59
Whorton Land		Bentonville, AR		79.70
Willowick Land		Pensacola, TX		39.78
Wilmer 88		Dallas, TX		87.60
Windmill Farms—Harlan Land		Kaufman County, TX		245.95
Windmill Farms I		Kaufman County, TX		3,044.11
		Total Land/Development		12,577.6311,634.93

The ownership of property and provision of services to the public as tenants entails an inherent risk of liability. Although the Company and its subsidiaries are involved in various items of litigation incidental to and in the ordinary course of its business, in the opinion of Management, the outcome of such litigation will not have a material adverse impact upon the Company’s financial condition, results of operations or liquidity.

The Annual Meeting of Stockholders was held on November 20, 2008,December 10, 2009, at which proxies were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There was no solicitation in opposition to Management’smanagement’s nominees listed in the Proxy Statement, all of which were elected. At the Annual Meeting,annual meeting, stockholders were asked to consider and vote upon the election of Directors and the ratification of the selection of the independent public accountants for ARL for the fiscal year ending December 31, 2009. At the Meeting, stockholders electedWith respect to each nominee for election as a director, the following individuals as Directors:table sets forth the number of votes cast for or withheld:

There were no abstentions or broker non-votes on the election of Directors. With respect to the ratification of the appointment of Farmer, Fuqua & Huff, P.C. as independent auditors of the Company for the fiscal year ending December 31, 2008,2009, and any interim period, at least 10,227,67210,746,718 votes were received in favor of such proposal, 7,59921,329 votes were received against such proposal, and 11,10416,176 votes abstained.

PART II

ARL’s common stock is listed and traded on the New York Stock Exchange under the symbol “ARL”. The following table sets forth the high and low sales prices as reported in the consolidated reporting system of the New York Stock Exchange.

On March 5, 2009,25, 2010, the closing market price of ARL’s common stock on the New York Stock Exchange was $10.75$10.90 per share, and was held by approximately 2,7523,000 stockholders of record.

Performance Graph