ITEM 2.01   Completion of Acquisition or Disposition of Assets.

On August 9, 2011, Associated Estates Realty Corporation (the “Company”) filed a Current Report on Form 8-K disclosing that the Company, through wholly owned subsidiaries, completed the acquisition of Waterstone at Wellington on June 15, 2011, and Carmel Vienna Metro on August 9, 2011.  With the closing of the August 9, 2011 acquisition, the aggregate purchase price of the properties acquired in 2011 exceeded 10% of the Company’s total assets as of December 31, 2010.  The Company hereby amends the Form 8-K filed on August 9, 2011 to provide the financial statements of Carmel Vienna Metro as required by Securities and Exchange Commission Rule 3-14 of Regulation S-X and the pro forma information of the Company as required by Article 11 of Regulation S-X.

Waterstone at Wellington is a 222-unit apartment community located in Wellington, Florida. The Company, through a wholly owned subsidiary, acquired this community from Wellington, LLC, an entity controlled by Gables GP, Inc. for approximately $32.8 million in cash, which was funded primarily from proceeds from the Company’s unsecured term loan.

Carmel Vienna Metro, since renamed by the Company as Dwell Vienna Metro, is a 250-unit apartment community located in Fairfax, Virginia.  The Company, through a wholly owned subsidiary, acquired this community from CP III Vienna Metro, LLC, an entity controlled by Carmel Partners, Inc., for approximately $82.6 million in cash, which was funded primarily from borrowings on the Company’s unsecured revolving credit facility. 

ITEM 9.01   Financial Statements and Exhibits.

Report of Independent Accountants

To the Board of Directors and Shareholders of Associated Estates Realty Corporation:

We have audited the accompanying statement of revenue and certain operating expenses of the property known as Carmel Vienna Metro (the "Property") for the year ended December 31, 2010.  The statement of revenue and certain operating expenses is the responsibility of the Company’s management.  Our responsibility is to express an opinion on the statement of revenue and certain operating expenses based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain operating expenses is free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenue and certain operating expenses.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenue and certain operating expenses.  We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenue and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Form 8-K/A of Associated Estates Realty Corporation) as described in Note 1 to the statement of revenue and certain operating expenses and is not intended to be a complete presentation of the Property's revenues and expenses.

In our opinion, the statement of revenue and certain operating expenses of the Property presents fairly, in all material respects, the revenue and certain other operating expenses described in Note 1 to the statement of revenue and certain operating expenses of the Property for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Cleveland, Ohio

October 6, 2011

CARMEL VIENNA METRO
STATEMENTS OF REVENUE AND CERTAIN OPERATING EXPENSES

CARMEL VIENNA METRO
NOTES TO STATEMENTS OF REVENUE AND CERTAIN OPERATING EXPENSES

1.         BASIS OF PRESENTATION

On August 9, 2011, Associated Estates Realty Corporation (the "Company") acquired, through a wholly owned subsidiary, Carmel Vienna Metro, a 250-unit apartment community located in Fairfax, Virginia. The property was purchased from CP III Vienna Metro, LLC, an unrelated third party. 

The statements of revenue and certain operating expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for the acquisition of real estate operations, including Rule 3-14 of Regulation S-X.  Accordingly, certain expenses such as depreciation and amortization, interest, management fees, and other corporate expenses are not included in the statements of revenue and certain operating expenses.  Therefore, the amounts reported in the accompanying statements may not be comparable to the results of operations reported for the future operations of the property.  Except as noted above, the Company is not aware of any material factors during the year ended December 31, 2010, or the six months ended June 30, 2011, that would cause the reported financial information not to be indicative of future operating results.

The accompanying interim statement of revenues and certain expenses for the six months ended June 30, 2011, is unaudited.  In the opinion of management, all adjustments, consisting only of normal and recurring adjustments considered necessary for a fair statement, have been included.  The reported results are not necessarily indicative of the results that may be expected for the full year.

2.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:  Apartment units are generally leased with terms of one year or less.  Rent payments are due at the beginning of each month and rental revenue is recognized at that time.  Reimbursements for expenses, such as water and sewer expense, are included in “Property revenue” in the statements of revenue and certain expenses.

Capitalization:  Significant improvements and replacements are capitalized.  Repairs and maintenance costs, such as unit cleaning, painting and appliance repairs, are charged to expense as incurred and are included in "Operating and maintenance expenses" in the statements of revenue and certain expenses.

Advertising:  Advertising costs are expensed as incurred and are included in "Operating and maintenance expenses" in the statements of revenue and certain expenses.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of revenue and certain expenses during the reporting period.  Actual results could differ from these estimates.

ASSOCIATED ESTATES REALTY CORPORATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited Pro Forma Consolidated Balance Sheet of Associated Estates Realty Corporation is presented as if Carmel Vienna Metro had been acquired on June 30, 2011.  This Pro Forma Consolidated Balance Sheet is not necessarily indicative of what the Company's actual financial condition would have been had the acquisition been consummated on June 30, 2011, nor does it purport to represent the future financial position of the Company.

The following unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2010 of the Company is presented as if Carmel Vienna Metro had been acquired on January 1, 2010.  This Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the Company's actual results of operations would have been had the acquisition been consummated on January 1, 2010, nor does it purport to represent the future results of operations of the Company.

The following unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2011 of the Company is presented as if Carmel Vienna Metro had been acquired on January 1, 2010.  This Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the Company's actual results of operations would have been had the acquisition been consummated on January 1, 2010, nor does it purport to represent the future results of operations of the Company.

This unaudited pro forma consolidated information should be read in conjunction with the historical financial information and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 and the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2011.

ASSOCIATED ESTATES REALTY CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 2011
(UNAUDITED)

ASSOCIATED ESTATES REALTY CORPORATION
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)

The sources of funding for the acquisition were as follows:

The preliminary allocation of the purchase price was as follows:

ASSOCIATED ESTATES REALTY CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2010
(UNAUDITED)

ASSOCIATED ESTATES REALTY CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2011
(UNAUDITED)

ASSOCIATED ESTATES REALTY CORPORATION
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

SIGNATURES

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